Conditions Precedent to Closing of this Third Amended and Restated Repurchase Agreement. The effectiveness of this Agreement, including the amendment and restatement of the Existing Repurchase Agreement and Buyer’s obligation to enter into any Transaction and/or purchase any Asset hereunder, is subject to the satisfaction or waiver by Xxxxx, of the following conditions precedent, on and as of the Closing Date and the initial Purchase Date: