Common use of Conditions Precedent to Closing; Closing Deliverables Clause in Contracts

Conditions Precedent to Closing; Closing Deliverables. Each Constituent Corporation’s obligation to consummate the Merger and close the transactions contemplated by this Agreement shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date by the other Constituent Corporation unless such condition is specifically waived in writing by the other Constituent Corporation in whole or in part at or prior to the Closing: (a) Each Constituent Corporation shall deliver to the other Constituent Corporation each of the following, duly executed by or on behalf of such Constituent Corporation, as appropriate: (i) A certificate dated the Closing Date signed by an appropriate officer of such Constituent Corporation certifying as of the Closing Date (1) that none of the covenants in Section 7 have been violated, (2) the incumbency of the officers of such Constituent Corporation immediately prior to the Closing Date; (3) the due adoption and text of the resolutions of the Board of Directors of such Constituent Corporation approving and authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; and (4) the due adoption and text of the consent of the members of such Constituent Corporation approving and authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; and (ii) Such other instruments, certificates, affidavits, consents, or other documents reasonably requested by the other Constituent Corporation or which are reasonably necessary to carry out the Merger contemplated by this Agreement and to comply with the terms hereof; (b) There shall have been no Material Adverse Change in the business, results of operations, prospects, condition (financial or otherwise) or assets of each Constituent Corporation; (c) Each Constituent Corporation shall have performed or complied with each and all of the obligations, covenants, agreements, and conditions required to be performed or complied with by it on or prior to the Closing Date, except where the failure to do so has not had or would not reasonably be expected to constitute a material adverse effect on the Constituent Corporations’ ability to consummate the Merger; (d) Each Constituent Corporation shall have received all necessary approvals regarding its execution of this Agreement and the consummation of the transactions contemplated hereunder, including without limitation all approvals required from its Board of Directors and members, as applicable; (e) Each Constituent Corporation shall have made all filings or recordings with the Commissioner as required under the Wisconsin Insurance Law, including providing proof of its filing with the Commissioner the consent of its members approving the Merger; and (f) The Constituent Corporations shall have received final Commissioner approval of the Merger, this Agreement, and all other documents and transactions contemplated hereby, and upon the Effective Time, the Commissioner will deliver a certificate of authority to the Surviving Company.

Conditions Precedent to Closing; Closing Deliverables. Each Constituent Corporation’s obligation (a) The obligations of the Sellers under this Agreement are subject to the fulfillment (or waiver by the Sellers, which waiver, if any, shall be exercisable in the sole and absolute discretion of the Sellers), at or prior to the Closing, of each of the following conditions: (i) the representations and warranties of the Purchaser contained herein shall be accurate and correct in all material respects as of the Closing Date, and the covenants and agreements of the Purchaser contained herein to be complied with by the Purchaser at or prior to Closing shall have been complied with in all material respects; (1) the Issuer shall have received written confirmation from each Rating Agency that the assignment to, and assumption by, the Purchaser or its designee of the Collateral Manager Rights shall not cause the reduction or withdrawal of any of such Rating Agency's current ratings on the Securities, and (2) the written consent of the Issuer shall have been received with respect to such assignment and assumption; (iii) (1) the Rating Agency Condition with respect to the appointment of the Purchaser or its designee as the successor Advancing Agent pursuant to the Advancing Agent Resignation and Appointment Agreement and the Indenture has been satisfied, (2) the written consent of the Majority of the Preferred Shares shall have been received with respect to such appointment, and (3) the Issuer and Co-Issuer shall have appointed the Purchaser or its designee as the successor Advancing Agent by written instrument, in duplicate, executed by an Authorized Officer of each of the Issuer and the Co-Issuer and delivered to the required parties under Section 18.5 of the Indenture; (iv) the Rating Agency Condition with respect to the transfer of the Ordinary Shares to the Purchaser or its designee has been satisfied; (v) there shall not be in effect any order from a Governmental Authority enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (vi) the Purchaser or its designee shall have delivered any investor representation or similar letter as may be required pursuant to the CDO Documents; (vii) the Purchaser shall have delivered, or caused to be delivered, to the Sellers each of the following deliverables, and such additional instruments, documents, certificates, amendments, opinions, consents and acknowledgments as are provided for by this Agreement, or that are required to consummate the Merger transactions contemplated herein: (1) the Collateral Manager Assignment and close Assumption Agreement, in the form attached hereto as Exhibit B (the “Collateral Manager Assignment and Assumption Agreement”), executed by the Purchaser or its designee; (2) a counterpart of the Collateral Management Agreement, executed by the Purchaser or its designee, naming the successor Collateral Manager; (3) the Advancing Agent Resignation and Appointment Agreement, in the form attached hereto as Exhibit C (the “Advancing Agent Resignation and Appointment Agreement”), executed by the Purchaser or its designee; (4) the Trustee Direction Letter, executed by the Purchaser or its designee; and (5) the transferee certificate required to be delivered by a transferee of the Preferred Shares pursuant to the Paying and Transfer Agency Agreement in the form attached hereto as Exhibit D-1, executed by the Purchaser or one of its designees; (viii) the Purchaser shall have obtained all consents and approvals from any Governmental Authority that are required to be obtained by the Purchaser in connection with the transactions contemplated by this Agreement and the Assumption Agreements, except where the failure to obtain any such consents or approvals would not be reasonably likely to result in a material adverse effect on the ability of the Purchaser (or if applicable, its designee) to consummate the transactions contemplated by this Agreement and the Assumption Agreements; and (ix) the Transferred Loans shall be have been sold by the Issuer to CapLease, Inc. or its designee on terms acceptable to the Sellers in their sole discretion at a purchase price equal to not less than the then outstanding principal balance of the Transferred Loans and accrued and unpaid interest on the date of such sale. (b) The obligations of the Purchaser under this Agreement are subject to the satisfaction of each fulfillment (or waiver by the Purchaser, which waiver, if any, shall be exercisable in the sole and absolute discretion of the following conditions on or prior to the Closing Date by the other Constituent Corporation unless such condition is specifically waived in writing by the other Constituent Corporation in whole or in part Purchaser), at or prior to the Closing: (a) Each Constituent Corporation shall deliver to the other Constituent Corporation , of each of the following, duly executed by or on behalf of such Constituent Corporation, as appropriatefollowing conditions: (i) A certificate dated the Closing Date signed by an appropriate officer representations and warranties of such Constituent Corporation certifying the Sellers contained herein shall be accurate and correct in all material respects as of the Closing Date Date, and the covenants and agreements of the Sellers contained herein to be complied with by the Sellers at or prior to Closing shall have been complied with in all material respects; (ii) the Issuer shall have received written confirmation from each Rating Agency that the assignment to, and assumption by, the Purchaser or its designee of the Collateral Manager Rights shall not cause the reduction or withdrawal of any of such Rating Agency's current ratings on the Securities, and the written consent of the Issuer shall have been received with respect to such assignment and assumption; (iii) (1) that none the Rating Agency Condition with respect to the appointment of the covenants in Section 7 have Purchaser or its designee as the successor Advancing Agent pursuant to the Advancing Agent Resignation and Appointment Agreement and the Indenture has been violatedsatisfied, (2) the incumbency written consent of the officers Majority of the Preferred Shares shall have been received with respect to such Constituent Corporation immediately prior to the Closing Date; appointment, and (3) the due adoption Issuer and text Co-Issuer shall have appointed the Purchaser or its designee as the successor Advancing Agent by written instrument, in duplicate, executed by an Authorized Officer of each of the Issuer and the Co-Issuer and delivered to the required parties under Section 18.5 of the Indenture; (iv) the Rating Agency Condition with respect to the transfer of the Ordinary Shares to the Purchaser or its designee has been satisfied; (v) there shall not be in effect any order from a Governmental Authority enjoining or otherwise prohibiting the transactions contemplated by this Agreement; (vi) EVA shall have surrendered the share certificates relating to the Issuer Share Capital to the Issuer (or its transfer agent) along with the share transfer documents described under Section 3(b)(viii)(4) hereof, and shall have caused the Issuer to update its register of members to reflect the Purchaser or its designee as the new holder of the Issuer Share Capital and to issue new share certificates to such holder; (vii) EVA shall have surrendered the Co-Issuer Stock to the Co-Issuer (or its transfer agent) along with the stock power described under Section 3(b)(viii)(5) hereof, and shall have caused the Co-Issuer to update its stock registry or ledger to reflect the Purchaser or its designee as the new holder of the Co-Issuer Stock and to issue a new stock certificate (properly endorsed) to such holder; (viii) the Sellers shall have delivered, or caused to be delivered, to the Purchaser each of the following deliverables, and such additional instruments, documents, certificates, amendments, opinions, consents and acknowledgments as are provided for by this Agreement, or that are required to consummate the transactions contemplated herein: (1) the Collateral Manager Assignment and Assumption Agreement executed by CapLease, LLC and consented to by the Issuer; (2) the Advancing Agent Resignation and Appointment Agreement executed by CapLease, LLC; (3) the Trustee Direction Letter, executed by CapLease, LLC; (4) (a) the documents (if any) required to be delivered by the transferor of the Preferred Shares pursuant to the Paying and Transfer Agency Agreement executed by EVA as transferor, (b) the share transfer required to be delivered by a transferor of the Ordinary Shares pursuant to the Issuer's Charter in the form attached hereto as Exhibit D-2, executed by EVA in favor of Purchaser or one of its designees and (c) resolutions of the Board board of Directors directors of such Constituent Corporation approving and the Issuer authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; and transfer of the Ordinary Shares from EVA to the Purchaser or its designee; (45) the due adoption and text stock power required to be delivered by a transferor of the consent Co-Issuer Stock pursuant to the Co-Issuer Charter Documents in the form attached hereto as Exhibit D-3, executed by EVA in favor of the members Purchaser or one of such Constituent Corporation approving its designees; (6) a power of attorney from the Collateral Manager irrevocably appointing the Purchaser or its designee as its true and authorizing this Agreementlawful agent and attorney-in-fact (with the power of substitution) in its name, place and stead, in the Mergerform of power of attorney attached as Exhibit E-1 hereto; (7) a power of attorney from the Issuer irrevocably appointing the Purchaser or its designee as its true and lawful agent and attorney-in-fact (with the power of substitution) in its name, place and all other documents and transactions contemplated herebystead, in the form of power of attorney attached as Exhibit E-2 hereto; and (ii8) a written notice from CapLease, LLC to the Issuer, the Co-Issuer, the Trustee, the Collateral Manager, each Hedge Counterparty, the Securityholders and each Rating Agency notifying such parties that CapLease, LLC is resigning as Advancing Agent, in form and substance reasonably acceptable to the parties hereto; (ix) Such other instrumentsthe Sellers shall have taken all such actions, certificatesincluding procuring resignations, affidavitsas may be required such that, consentseffective upon the Closing, the board of directors of the Issuer shall be comprised solely of one or other documents reasonably requested more individuals designated by the other Constituent Corporation Purchaser and any independent third-party directors required under the Issuer's Charter; and (x) the Sellers shall have obtained all consents and approvals from any Governmental Authority, the Issuer, each Hedge Counterparty or which the Trustee that are reasonably necessary required to carry out be obtained by the Merger Sellers in connection with the transactions contemplated by this Agreement and to comply with the terms hereof; (b) There shall have been no Material Adverse Change in the business, results of operations, prospects, condition (financial or otherwise) or assets of each Constituent Corporation; (c) Each Constituent Corporation shall have performed or complied with each and all of the obligations, covenants, agreements, and conditions required to be performed or complied with by it on or prior to the Closing DateAssumption Agreements, except where the failure to do so has not had obtain any such consents or approvals would not be reasonably be expected likely to constitute result in a material adverse effect on the Constituent Corporations’ ability to consummate the Merger;Material Adverse Effect. (dc) Each Constituent Corporation The respective obligations of the Sellers and the Purchaser under this Agreement are subject to the delivery to the Trustee of (or waiver by each of the Sellers and the Purchaser, which waiver, if any, shall be exercisable in the sole and absolute discretion of each such party), at Closing, the opinions of counsel set forth in Section 2(g) of the Collateral Management Agreement, unless this delivery condition shall have received all necessary approvals regarding its execution otherwise been satisfied. For the avoidance of doubt, the failure to fulfill the condition in this Section 3(c) shall not result in any liability of any party to this Agreement or give rise to any claim by any party hereto against any other party hereto, unless such failure is due to a breach of this Agreement and the consummation of the transactions contemplated hereunder, including without limitation all approvals required from its Board of Directors and members, as applicable; (e) Each Constituent Corporation shall have made all filings or recordings with the Commissioner as required under the Wisconsin Insurance Law, including providing proof of its filing with the Commissioner the consent of its members approving the Merger; and (f) The Constituent Corporations shall have received final Commissioner approval of the Merger, this Agreement, and all other documents and transactions contemplated hereby, and upon the Effective Time, the Commissioner will deliver by a certificate of authority to the Surviving Companyparty.

Conditions Precedent to Closing; Closing Deliverables. Each Constituent Corporation’s obligation to consummate the Merger and close the transactions contemplated by this Agreement shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date by the other Constituent Corporation unless any such condition is specifically waived in writing by the other Constituent Corporation in whole or in part at or prior to the Closing: (a) Each Constituent Corporation shall deliver to the other Constituent Corporation each of the following, duly executed by or on behalf of such Constituent Corporation, as appropriate: (i) A certificate dated the Closing Date signed by an appropriate officer of such Constituent Corporation certifying as of the Closing Date Date (1) that none of the covenants in Section 7 have been violated, (2) the incumbency of the officers of such Constituent Corporation immediately prior to the Closing Date; (3) the due adoption and text of the resolutions of the Board of Directors of such Constituent Corporation approving and authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; and and (4) the due adoption and text of the consent of the members of such Constituent Corporation approving and authorizing this Agreement, the Merger, and all other documents and transactions contemplated hereby; and (ii) Such other instruments, certificates, affidavits, consents, or other documents reasonably requested by the other Constituent Corporation or which are reasonably necessary to carry out the Merger contemplated by this Agreement and to comply with the terms hereof;. (b) There shall have been no Material Adverse Change in the business, results of operations, prospects, condition (financial or otherwise) or assets of each Constituent Corporation; (c) MVMIC shall have obtained a reinsurance quote or contract for 2024 that is compliant with applicable law; (d) Each Constituent Corporation shall have performed or complied with each and all of the obligations, covenants, agreements, and conditions required to be performed or complied with by it on or prior to the Closing Date, except where the failure to do so has not had or would not reasonably be expected to constitute a material adverse effect on the Constituent Corporations’ ability to consummate the Merger; (de) Each Constituent Corporation shall have received all necessary approvals regarding its execution of this Agreement and the consummation of the transactions contemplated hereunder, including without limitation all approvals required from its Board of Directors and members, as applicable; (ef) Each Constituent Corporation shall have made all filings or recordings with the Commissioner as required under the Wisconsin Insurance Law, including providing DMIC shall deliver to MVMIC proof of its DMIC’s filing with the Commissioner the consent of its members approving the Merger; and (fg) The Constituent Corporations shall have received final Commissioner approval of the Merger, this Agreement, and all other documents and transactions contemplated hereby, and upon the Effective Time, the Commissioner will deliver a certificate of authority to the Surviving Company.