Common use of Conditions Precedent to Initial Transaction Clause in Contracts

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the purchase of any Mortgage Loan until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harbor, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), substantive non-consolidation and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (b) (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by BuyerDelaware, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretionrequire; and (e) Buyer has received received, prior to the Closing Date, approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder. Buyer’s execution and delivery of this Agreement will be evidence that the foregoing conditions contained in this Section 6.01 have been satisfied to Buyer’s satisfaction.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and which shall remain in compliance as of the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to each Seller and GuarantorParty, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of Seller, Servicer and Guarantor together each Seller Party with respect to attached copies of the Governing Documents and applicable resolutions of each such Seller Party, and the incumbencies and signatures of officers of Seller, Servicer and Guarantor each such Seller Party executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer and Guarantor each Seller Party with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor each Seller Party as Buyer may require, including with respect to corporate matters, enforceabilitydue formation, existence and good standing of each such Seller Party, the due authorization, execution, delivery and enforceability of each Repurchase Document, non-contravention, no consents or approvals required other than those that have been obtained, first priority validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, matters and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) 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 (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” know your customer”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence, and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as it may require require, and all information provided to Buyer by any Seller Party must be true, accurate, complete and not misleading in its discretionany material respect, all as determined by Buyer; (e) Buyer shall have received, sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date a Beneficial Ownership Certification in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and (ef) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder, no material adverse change has occurred from the approval date until the Closing Date, including, without limitation, any changes in requirements of Laws, or relevant financial, banking, real estate or capital market conditions, and Guarantor will be in compliance with all financial covenants set forth in the Guarantee Agreement.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Seller and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Seller and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Seller and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale, and substantive non-consolidation, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it Buyer may require in its discretionrequire; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller, Servicer and Guarantor Seller executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor Seller with respect to the execution, delivery and performance thereof, (iv) a Closing Certificatean executed power of attorney of Seller in form and substance satisfactory to Buyer, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor Seller as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale, and substantive non consolidation matters and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, (vi) such opinions from counsel to Custodian as Buyer may require, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including including, without limitation limitation, the Facility Structuring Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretionrequire; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, a copy of the investment management agreement (the “Investment Management Agreement”) evidencing the authority of the Investment Manager to enter into act on behalf of Seller upon execution of this Agreement and consummate Transactions hereunderat the time of any amendment, modification or supplement thereto.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Xxxxxxx and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Pledgor and Guarantor), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no governmental consents or approvals required other than those that have been obtained, first priority no violation of law, validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale matters for all Purchased Assets transferred by Originator to Pledgor, and by Pledgor to Seller from time to time, each pursuant to the applicable Master Bill of Sale, and substantive non-consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Quarterly Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller Seller, Pledgor and Originator in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses due and payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents, in each case to the extent invoiced by Buyer at least one (1) Business Day prior to the Closing Date; (d) Buyer has completed to its satisfaction such due diligence (including, BuyerXxxxx’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence) and modeling as it Buyer may require in its discretionrequire; and (e) FS Shareholder and Rialto Shareholder shall each have deposited the Required Cash Collateral, net of any fees and expenses of closing this Agreement and the related Repurchase Documents, into separate deposit accounts established on the books and records of Buyer, in each of such deposit accounts Buyer shall have been granted an individual security interest and each of which shall be subject to separate Shareholder Cash Collateral Account Control Agreements; and (f) [reserved]; and (g) Xxxxx has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into the initial Transaction or purchase any Transaction for the purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to each Seller and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer each Seller and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of such Seller or Guarantor, and the incumbencies and signatures of officers of Seller, Servicer each Seller and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer each Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer each Seller and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, matters and the applicability of Bankruptcy Code and “securities contract” safe harbor, harbors and (viiiv) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against each Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor each Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer;; and (c) Buyer has received payment from Seller the Sellers of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Repurchase Document or Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by all of the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller each Repurchase Party (including in each jurisdiction where any Underlying Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and Guarantorremedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor executing the a Closing Certificate executed by each Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereofParty, (iv) a Closing Certificatean executed Power of Attorney of Seller and Pledgor, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer the Repurchase Parties regarding the Repurchase Documents and Guarantor all collateral thereunder as Buyer may require, including including, without limitation, with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority absence of conflicts with Requirements of Law, Governing Documents and material agreements, perfected security interests interest in the Purchased Assets and Pledged Collateral by filing, perfection by possession in the Mortgage Notes and Pledged Collateral, perfection by control of the Waterfall Account, the Servicer Account (unless Xxxxx is Servicer) and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the enforceability of Seller’s limited liability company agreement, the applicability of Bankruptcy Code safe harbors and “securities contract” safe harbor, a true sale opinion (if applicable under Section 7.10) and (viiivi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; CHAR1\1716309v16 (b) no Default, Event of Default, unsatisfied Margin Call, Material Adverse Effect or Market Disruption Event exists; (c) delivery by Seller and Guarantor of a Compliance Certificate to Buyer; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices reasonably required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liensLiens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (ce) 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 Repurchase Document, including after giving effect to the consummation thereof; (f) all information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules furnished by or on behalf of Seller or any other Repurchase Party to Buyer in connection with the Repurchase Documents, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not materially misleading; (g) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, including as contemplated by Section 13.02, including without limitation the Facility Fee; (dh) Buyer shall have received a Patriot Act Certificate with respect to each Repurchase Party; (i) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer to enter into this Agreement and consummate Transactions hereunder; (j) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence, and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as it Buyer may require in its discretion; andrequire; (ek) Buyer shall have received, sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date a Beneficial Ownership Certification in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; (l) [Reserved]; and CHAR1\1716309v16 (m) Buyer has received approval from its internal credit committee documentation in form and all other necessary approvals required for Buyer, substance satisfactory to enter into this Agreement Buyer evidencing that Seller and consummate Transactions hereunderGuarantors comply with applicable Anti-Corruption Laws and Anti-Money Laundering Laws.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Repurchase Document or Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Initial Amended and Restated Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Amended and Restated Closing Date unless otherwise specified: (i) each Repurchase Document that is being amended and restated on the Amended and Restated Closing Date, duly executed and delivered by all of the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller Seller, Pledgor and Guarantor (including in each jurisdiction where any Underlying Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) a Closing Certificate executed by Seller, Pledgor and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (viiv) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including including, without limitation, with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority absence of conflicts with Requirements of Law, Governing Documents and material agreements, perfected security interests interest in the Purchased Assets by filing, perfected security interest in the Mortgage Loan Documents by possession, perfected security interest in the Pledged Collateral, the Waterfall Account and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code safe harbors and “securities contract” safe harbor, a true sale opinion (if applicable under Section 7.10) and (viiivi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (b) no Default, Event of Default, Margin Deficit, Material Adverse Effect or Market Disruption Event exists; (c) delivery by Guarantor to Buyer of a Compliance Certificate; (d) (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices reasonably required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liensLiens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (ce) 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 Repurchase Document, including after giving effect to the consummation thereof; (f) all information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules furnished by or on behalf of Seller or any other Repurchase Party to Buyer in connection with the Repurchase Documents, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading; (g) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, including as contemplated by Section 13.02, including without limitation the Facility Fee; (dh) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and[reserved]; (ei) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, Buyer to enter into this Agreement and consummate Transactions hereunder; and (j) Buyer has completed to its satisfaction such due diligence (including Buyer's "Know Your Customer" Anti-Corruption Laws, Sanctions and Anti-Money Laundering Laws diligence) and modeling as Buyer may require.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Xxxxxxx and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Xxxxxxx and Guarantor Xxxxxxxxx with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), substantive non-consolidation and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (b) (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by BuyerDelaware, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses payable - 50 - as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, BuyerXxxxx’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence) and modeling as it Buyer may require in its discretionrequire; and (e) Buyer Xxxxx has received received, prior to the Closing Date, approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder. Xxxxx’s execution and delivery of this Agreement will be evidence that the foregoing conditions contained in this Section 6.01 have been satisfied to Buyer’s satisfaction.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated The Buyer’s obligation to enter into the initial Transaction hereunder is subject to the satisfaction, immediately prior to or concurrently with the making of such Transaction, of the condition precedent that the Buyer shall have received from the Seller any Transaction for fees and expenses payable hereunder and pursuant to the purchase Fee Letter, and all of any Mortgage Loan until the following conditions have been satisfied documents, or waived by Buyer, on each of which shall be satisfactory in form and as of substance to the Initial Purchase DateBuyer and its counsel: (a) the Buyer has shall have received the following documentsthis Agreement, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by a duly authorized officer of each of the parties theretohereto; (b) the Buyer shall have received the Pledge Agreement, executed and delivered by a duly authorized officer of the Seller; (iic) the Buyer shall have received the Guarantee, executed and delivered by a duly authorized officer of the Guarantor; (d) the Buyer shall have received the Promissory Note, executed and delivered by a duly authorized officer of the Guarantor; (e) the Buyer shall have received the Account Agreement, executed and delivered by a duly authorized officer of the Seller; (f) the Buyer shall have received the Fee Letter, executed and delivered by a duly authorized officer of the Seller and the Guarantor; (g) the Buyer shall have received any and all consents and waivers applicable to the Seller or to the Mortgage Assets; (h) the Buyer shall have received financing statements of the Seller (Form UCC-1 or Form UCC-3, as appropriate), naming the Seller, as “debtor,” the Buyer, as “secured party,” and describing the Purchased Assets as the “collateral” to be filed in all jurisdictions designated by the Buyer; (i) the Buyer shall have received evidence satisfactory to the Buyer that the Seller has delivered an official good standing certificate dated a recent date irrevocable instruction to each trustee and Servicer, as applicable, to pay Income with respect to the Purchased Securities directly to the Control Account, which instruction may not be modified without the prior consent of the Buyer; (j) the Buyer shall have received opinions of counsel of the Seller and Guarantorthe Guarantor (including, (iii) certificates without limitation, an opinion with respect to the perfection of the secretary or Buyer’s security interest and an assistant secretary of Selleropinion that the execution, Servicer delivery and Guarantor together with copies performance by each of the Governing Documents and applicable resolutions Seller and the incumbencies Guarantor of this Agreement and signatures by Guarantor of officers the Guarantee will not result in a breach or violation of Sellerany term or provision of, Servicer and Guarantor executing the Repurchase Documents or constitute a default under any material indenture or other agreement or instrument to which it is a partyparty or by which it is bound), evidencing in form and substance satisfactory to the respective Buyer; (k) the Buyer shall have received certified copies of the charter and by-laws (or equivalent documents) of the Seller (which shall be reasonably acceptable to the Buyer) and of all corporate or other authority of Seller, Servicer and Guarantor for the Seller with respect to the execution, delivery and performance thereof, of this Agreement and the Related Documents (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in and the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor as Buyer may requireconclusively rely on such certificate until it receives notice in writing from the Seller to the contrary); (l) the Seller shall have reimbursed the Buyer for all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with the development, including with respect to corporate matterspreparation and execution of this Agreement, enforceability, non-contravention, no consents or approvals required the other than those that have been obtained, first priority perfected security interests in the Purchased Assets Repurchase Documents and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harbor, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller documents prepared in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretionconnection herewith or therewith; and (em) the Buyer has shall have received approval from its internal credit committee such other documents as the Buyer or counsel to the Buyer may reasonably request, each in form and all other necessary approvals required for substance satisfactory to the Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and which shall remain in compliance as of the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each of Seller, Servicer Pledgor and Guarantor together with respect to attached -59- copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate matters, enforceabilitydue formation, existence and good standing of Seller, Pledgor and Guarantor, the due authorization, execution, delivery and enforceability of each Repurchase Document, non-contravention, no consents or approvals required other than those that have been obtained, first priority validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale (if applicable), and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence, and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as it may require require, and all information provided to Buyer by Seller or Guarantor must be true, accurate, complete and not misleading in its discretionany material respect, all as determined by Buyer; (e) Buyer shall have received, sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date a Beneficial Ownership Certification in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and (ef) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder, no material adverse change has occurred from the approval date until the Closing Date, including, without limitation, any changes in requirements of Laws, or relevant financial, banking, real estate or capital market conditions, and Guarantor shall have been in compliance with all financial covenants set forth in the Guarantee Agreement.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied in the discretion of Buyer, or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller and GuarantorSeller, (iii) customary certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller, Servicer and Guarantor Seller executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor Seller with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power power of Attorney attorney of Seller in the form of Exhibit IG, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor Seller as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, matters and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyerto perfect the security interest granted herein, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Seller has paid to Buyer the Structuring Fee; and (e) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) require. Buyer has received approval from its internal credit committee acknowledges and agrees that, upon Buyer entering into a Transaction on the first Purchase Date, any and all other necessary approvals required for conditions precedent set forth in this Section 6.01 shall be deemed satisfied or waived in writing by Buyer, unless otherwise specifically provided in a separate writing delivered by Buyer to enter into this Agreement and consummate Transactions hereunderSeller on or prior to such first Purchase Date.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any the initial Transaction for the purchase of any Mortgage Loan Assets until the following conditions have been satisfied satisfied, or waived by Buyer, on and prior to or as of the Initial initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document other than Repurchase Documents delivered pursuant to Section 6.01(a)(i) (or amendment thereto, as applicable) duly executed and delivered by the parties thereto, (ii) the Exhibits and Schedules to this Agreement in form and substance acceptable to Buyer in its discretion, (iii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and Guarantoreach Relevant Party (to the extent not otherwise delivered pursuant to Section 6.01(a)(i)), (iiiiv) certificates of the secretary or an assistant secretary of Sellereach Relevant Party, Servicer and Guarantor together with copies of the their respective Governing Documents and Documents, applicable corporate resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor who are executing the applicable Repurchase Documents to which it is a partyDocuments, evidencing the respective authority of Seller, Servicer and Guarantor each Relevant Party with respect to the execution, delivery and performance thereof, thereof (iv) a Closing Certificateto the extent not otherwise delivered pursuant to Section 6.01(a)(i)), (v) an a Closing Certificate executed by a Responsible Officer of Seller’s Power , (vi) executed Powers of Attorney in the form of Exhibit I, (vi) [reserved]I from Seller and each Underlying Entity, (vii) such opinions from counsel to Seller, Servicer and Guarantor the Relevant Parties as Buyer may require, each to the extent not otherwise delivered pursuant to Section 6.01(a)(i), including with respect to (1) corporate matters, (2) enforceability, non-contravention, no consents or approvals required other than those that have been obtained, (3) first priority perfected security interests in the Purchased Assets Assets, the Accounts and any other collateral pledged pursuant to the Repurchase Documents, (4) Investment Company Act matters, and (5) the applicability of Bankruptcy Code and “securities contract” and “master netting agreement” safe harborharbors, and (6) a non-consolidation opinion with respect to the Guarantors and Seller, on the one hand, and the Underlying Entities on the other hand, (viii) a certified copy of each Structural Agreement, (ix) a duly executed amendment to the Seller LLC Agreement reflecting Program Administrator as the manager of Seller, and (x) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (b) (i) UCC UCC-1 financing statements have been filed against the Seller and each Underlying Entity in all applicable filing offices required by Buyeroffices, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets each Relevant Party as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller 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; (d) Buyer has received the certificated Grantor Trust Certificate for the Grantor Trust and the certificated Pass-Through Trust Certificate for the Pass-Through Trust, each registered in the name of Buyer; (e) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretiondiscretion with respect to any other Persons not diligenced in connection with the Closing Date; and (ef) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Seller and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Seller and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Seller and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Pledgor and Guarantor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale, and substantive non-consolidation, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it Buyer may require in its discretion; andrequire; (e) Buyer has received received, prior to the Closing Date, approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder; and (f) each of the Debt Yield Test and the PPV Test is in compliance prior to and after giving effect to the related Transaction. Buyer’s execution and delivery of the initial Confirmation under this Agreement will be evidence that the foregoing conditions contained in this Section 6.01 have been satisfied to Buyer’s satisfaction (other than with respect to fees not yet due and payable in the case of Section 6.01(c)).

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Initial Purchase Closing Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Underlying Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Seller and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Seller and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Seller and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer;Buyer and (iv) all original certificates evidencing all ownership interests in Seller, which interests shall be in certificated form pursuant to Section 8-103 of the UCC, together with executed original copies of all necessary blank transfer documents, have been delivered to Custodian; and (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documentsthis Agreement, as contemplated by Section 13.02, including without limitation 13.02 and by the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” applicable provisions of the Fee and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderPricing Letter.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Repurchase Document or Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document (other than the Controlled Account Agreement with respect to the Liquidity Reserve Account) duly executed and delivered by all of the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller Seller, Pledgor and Guarantor (including in each jurisdiction where any Underlying Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) a Closing Certificate executed by Seller, Pledgor and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificatean executed Power of Attorney of Seller and Pledgor, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including including, without limitation, with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, absence of conflicts with Requirements of Law, Governing Documents and material agreements, perfected security interest in the Purchased Assets by filing, first priority perfected security interests interest in the Purchased Assets Mortgage Loan Documents by possession, first priority perfected security interest in the Pledged Collateral, the Waterfall Account and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and a true sale opinion (viiiif applicable under Section 7.10) and (vi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (b) no Default, Event of Default, Margin Deficit, Material Adverse Effect or Market Disruption Event exists; (c) delivery by Guarantor to Buyer of a Compliance Certificate; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices reasonably required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liensLiens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (ce) 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 Repurchase Document, including after giving effect to the consummation thereof; (f) all information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules furnished by or on behalf of Seller or any other Repurchase Party to Buyer in connection with the Repurchase Documents, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading; (g) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, including as contemplated by Section 13.02, including without limitation the Facility Fee; (dh) at least five (5) Business Days prior to the Closing Date (or such lesser period of time as permitted by Buyer), Buyer has completed shall have received a Patriot Act Certificate with respect to its satisfaction such due diligence (includingSeller, Buyer’s “Know Your Customer” Pledgor and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; andGuarantor; (ei) Seller has deposited the Required Liquidity Amount into the Liquidity Reserve Account; (j) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, Buyer to enter into this Agreement and consummate Transactions hereunder; and (k) Buyer has completed to its satisfaction such due diligence and modeling as it may require.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied in the discretion of Buyer, or waived by BuyerBuyer in its discretion, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller (including in each jurisdiction where any Underlying Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and Guarantorremedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller, Servicer and Guarantor Seller executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor Seller with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power power of Attorney attorney of Seller in the form of Exhibit IO, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor Seller as Buyer may requirerequire in its discretion, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected perfection of security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documentsinterests, Investment Company Act of 1940 matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably requirerequire in its discretion; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may requirerequire in its discretion, and (iii) the results of such searches are reasonably satisfactory to BuyerBuyer in its discretion; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter this Agreement and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee;; and (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied in the discretion of Buyer, or waived by BuyerBuyer in its discretion, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller, Servicer and Guarantor Seller executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor Seller with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate[reserved], (v) an executed Seller’s Power power of Attorney attorney of Seller in form and substance satisfactory to the form of Exhibit IBuyer, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor Seller as Buyer may requirerequire in its discretion, including with respect to corporate matterscorporate, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected perfection of security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documentsinterests, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, (vii) such opinions from counsel to Custodian as Buyer may require in its discretion, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably requirerequire in its discretion; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may requirerequire in its discretion, and (iii) the results of such searches are reasonably satisfactory to BuyerBuyer in its discretion; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Guarantor or its Subsidiaries shall have deposited unrestricted cash or cash equivalents in an amount equal to $15,000,000 into an account or accounts maintained by Guarantor or its Subsidiaries in one or more accounts at Buyer or any other financial institution where such account or accounts are not subject to control by a financial institution where Guarantor or its Subsidiaries have aggregate Indebtedness of more than $1,000,000; and (e) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and which shall remain in compliance as of the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent requested by Buyer as necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate matters, enforceabilitydue formation, non-contraventionexistence and good standing of Seller, Pledgor and Guarantor, the due authorization, execution, delivery and enforceability of each Repurchase Document, non‑contravention, no consents or approvals required other than those that have been obtained, first priority validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale, and substantive non consolidation, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligencediligence and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as it may require require, and all information provided to Buyer by Seller or Guarantor must be true, accurate, complete and not misleading in its discretionany material respect, all as determined by Buyer; (e) Buyer shall have received, sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date a Beneficial Ownership Certification in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and (ef) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder, no material adverse change has occurred from the approval date until the Closing Date, including, without limitation, any changes in requirements of Laws, or relevant financial, banking, real estate or capital market conditions, and Guarantor will be in compliance with all financial covenants set forth in the Guarantee Agreement.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pxxxxxx and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Pledgor and Guarantor), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no governmental consents or approvals required other than those that have been obtained, first priority no violation of law, validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Quarterly Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller Seller, and Pledgor in all filing offices required by BuyerBxxxx, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses due and payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents, in each case to the extent invoiced by Buyer at least one (1) Business Day prior to the Closing Date; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence, and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as it may require require, and all information provided to Buyer by Seller or Guarantor, when taken as a whole, (i) must be true, correct and complete in its discretion; andall material respects, or in the case of projections must be based on reasonable estimates prepared and presented in good faith, in each case, on the date of which such information is stated or certified and (ii) must not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, all as determined by Buyer; (e) Buyer shall have received, sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date a Beneficial Ownership Certification in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and (f) Buyer has received received, prior to the Closing Date, approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder. Bxxxx’s execution and delivery of this Agreement will be evidence that the foregoing conditions contained in this Section 6.01 have been satisfied to Buyer’s satisfaction.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Pledgor and Guarantor), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no governmental consents or approvals required other than those that have been obtained, first priority no violation of law, validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale matters for all Purchased Assets transferred by Originator to Pledgor, and by Pledgor to Seller from time to time, each pursuant to the applicable Master Xxxx of Sale, and substantive non-consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Quarterly Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller Seller, Pledgor and Originator in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses due and payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents, in each case to the extent invoiced by Buyer at least one (1) Business Day prior to the Closing Date; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence) and modeling as it Buyer may require in its discretionrequire; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pxxxxxx and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Pledgor and Guarantor), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no governmental consents or approvals required other than those that have been obtained, first priority no violation of law, validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale matters for all Purchased Assets transferred by Originator to Pledgor, and by Pledgor to Seller from time to time, each pursuant to the applicable Master Bill of Sale, and substantive non-consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Quarterly Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller Seller, Pledgor and Originator in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses due and payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents, in each case to the extent invoiced by Buyer at least one (1) Business Day prior to the Closing Date; (d) Buyer has completed to its satisfaction such due diligence (including, BuyerBxxxx’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence) and modeling as it Buyer may require in its discretionrequire; and (e) FS Shareholder and Rialto Shareholder shall each have deposited the Required Cash Collateral, net of any fees and expenses of closing this Agreement and the related Repurchase Documents, into separate deposit accounts established on the books and records of Buyer, in each of such deposit accounts Buyer shall have been granted an individual security interest and each of which shall be subject to separate Shareholder Cash Collateral Account Control Agreements; and (f) [reserved]; and (g) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Pledgor and Guarantor), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no governmental consents or approvals required other than those that have been obtained, first priority no violation of law, validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale matters for all Purchased Assets transferred by Originator to Pledgor, and by Pledgor to Seller from time to time, each pursuant to the applicable Master Xxxx of Sale, and substantive non-consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Quarterly Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller Seller, Pledgor and Originator in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses due and payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents, in each case to the extent invoiced by Buyer at least one (1) Business Day prior to the Closing Date; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence) and modeling as it Buyer may require in its discretionrequire; and (e) FS Shareholder and Rialto Shareholder shall each have deposited the Required Cash Collateral, net of any fees and expenses of closing this Agreement and the related Repurchase Documents, into separate deposit accounts established on the books and records of Buyer, in each of such deposit accounts Buyer shall have been granted an individual security interest and each of which shall be subject to separate Shareholder Cash Collateral Account Control Agreements; and (f) Seller shall have deposited the Minimum Liquidity Amount into the Waterfall Account; and (g) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the purchase of any Mortgage Loan Eligible Asset or funding of any Purchase Price Increase until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to each Seller and Guarantor, (iii) certificates of the secretary or an assistant secretary of each Seller, each Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of SellerSellers, Servicer Servicers and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of SellerSellers, Servicer Servicers and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit II for each Seller, (vi) [reserved], (vii) such opinions from counsel to SellerSellers, each Servicer and Guarantor as Buyer may require, including with respect to (A) corporate matters, (B) enforceability, (C) non-contravention, no consents or approvals required other than those that have been obtained, first priority (D) perfected security interests in the Purchased Assets Assets, the Accounts and any other collateral pledged pursuant to the Repurchase Documents, (E) Investment Company Act mattersmatters (including Xxxxxxx Rule compliance), and (F) the applicability of Bankruptcy Code and “securities contract” and “master netting agreement” safe harborharbors to this Agreement and the Guarantee Agreement, (G) non-consolidation and (H) Delaware series trust matters, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against each Seller and each Master Series Trust in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to each Seller, each Servicer and Guarantor and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller Sellers of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has received the original Series Trust Certificate for each Underlying Series Trust, each issued or re-registered in the name of Buyer; (e) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (ef) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Initial Purchase Closing Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Seller and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Seller and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Seller and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, non-the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non- contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and and, to be delivered within ten (10) Business Days of the Closing Date, the applicability of Bankruptcy Code and “securities contract” safe harborharbors, (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer;Buyer and (iv) all original certificates evidencing all ownership interests in Seller, which interests shall be in certificated form pursuant to Section 8-103 of the UCC, together with executed original copies of all necessary blank transfer documents, have been delivered to Custodian; and (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documentsthis Agreement, as contemplated by Section 13.02, including without limitation 13.02 and by the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” applicable provisions of the Fee and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderPricing Letter.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the purchase of any Mortgage Loan Eligible Asset or funding of any Purchase Price Increase until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to each Seller and Guarantor, (iii) certificates of the secretary or an assistant secretary of each Seller, each Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of SellerSellers, Servicer Servicers and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of SellerSellers, Servicer Servicers and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit II for each Seller, (vi) [reserved], (vii) such opinions from counsel to SellerSellers, each Servicer and Guarantor as Buyer may require, including with respect to (A) corporate matters, (B) enforceability, (C) non-contravention, no consents or approvals required other than those that have been obtained, first priority (D) perfected security interests in the Purchased Assets Assets, the Accounts and any other collateral pledged pursuant to the Repurchase Documents, (E) Investment Company Act mattersmatters (including Xxxxxxx Rule compliance), and (F) the applicability of Bankruptcy Code and “securities contract” and “master netting agreement” safe harborharbors to this Agreement (including the pledge of the Related Credit Enhancement) and the Guarantee Agreement, and (G) Delaware series trust matters, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against each Seller and each Master Series Trust in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to each Seller, each Servicer and Guarantor and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller Sellers of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has received the original Series Trust Certificate for each Underlying Series Trust, each issued or re-registered in the name of Buyer; (e) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (ef) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and which shall remain in compliance as of the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate matters, enforceabilitydue formation, existence and good standing of Seller, Pledgor and Guarantor, the due authorization, execution, delivery and enforceability of each Repurchase Document, non-contravention, no consents or approvals required other than those that have been obtained, first priority validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale (if applicable), and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence, and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as it may require require, and all information provided to Buyer by Seller or Guarantor must be true, accurate, complete and not misleading in its discretionany material respect, all as determined by Buyer; (e) Buyer shall have received, sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date a Beneficial Ownership Certification in relation to Seller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation; and (ef) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder, no material adverse change has occurred from the approval date until the Closing Date, including, without limitation, any changes in requirements of Laws, or relevant financial, banking, real estate or capital market conditions, and Guarantor shall have been in compliance with all financial covenants set forth in the Guarantee Agreement.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor, Residual Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Pledgor, Residual Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor, Residual Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor, Residual Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Pledgor, Residual Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor, Residual Pledgor and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, (1) the valid existence and good standing of Seller, Pledgor, Residual Pledgor and Guarantor and the enforceability of their respective operating agreements), (2) the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, (3) non-contravention, no governmental consents or approvals required other than those that have been obtained, first priority and no violation of law, (4) validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, (5) Investment Company Act matters, matters (including Xxxxxxx rule compliance) and (6) the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller Seller, Pledgor and Residual Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and the other Repurchase Documents, all expenses payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence) and modeling as it Buyer may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.require;

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller, Servicer and Guarantor Seller executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor Seller with respect to the execution, delivery and performance thereof, (iv) a Closing Certificatean executed power of attorney of Seller in form and substance satisfactory to Buyer, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor Seller as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including including, without limitation limitation, the Facility Structuring Fee;; and (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderrequire.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, Buyer on and as of the Initial Effective Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties theretothereto (other than with respect to the Closing Date, any REMIC Declaration Agreement), (ii) an official good standing certificate dated a recent date within fourteen (14) days of the Closing Date with respect to Seller each Seller, Servicer and Guarantor, (iii) certificates of the secretary or an assistant secretary of each Seller, Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of each Seller, Servicer and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of each Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel (dated on or prior to Sellerthe Effective Date) to Sellers, Servicer and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets and Underlying Mortgage Loans and related Servicing Rights (except to the extent any of PMC’s rights, title and interest in such Underlying Mortgage Loans and Servicing Rights have been legally and validly sold, transferred and assigned by PMC to the Class A Participant in accordance with the related REMIC Declaration Agreement. and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, local counsel opinions with respect to any Seller or Guarantor that is domiciled offshore, true sale, substantive non-consolidation, and the applicability of Bankruptcy Code and “securities contract” and “master netting agreement” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller Sellers in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to SellerSellers, Servicer and Servicer, Guarantor and the Purchased Assets and Underlying Mortgage Loans as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller Sellers of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee;; and (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderrequire.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and which shall remain in compliance as of the first Purchase Date: : (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate matters, enforceabilitydue formation, existence and good standing of Seller, Pledgor and Guarantor, the due authorization, execution, delivery and enforceability of each Repurchase Document, non-contravention, no consents or approvals required other than those that have been obtained, first priority validly granted and perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale (if applicable), and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and “securities contract” safe harboroffset rights), (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets as Buyer may require, and ; (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.b)

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied in the discretion of Buyer, or waived by Buyer, on and as of the Initial Purchase Closing Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller (including in each jurisdiction where any Underlying Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and Guarantorremedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller, Servicer and Guarantor Seller executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor Seller with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power power of Attorney attorney of Seller in the form of Exhibit IC, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor Seller as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller and Principal in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to BuyerBuyer and (iv) all original certificates evidencing all ownership interests in Seller, which interests shall be in certificated form pursuant to Section 8-103 of the UCC, together with executed original copies of all necessary blank transfer documents, have been delivered to Custodian; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter this Agreement and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee;; and (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderrequire.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) : - 52 - • Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Xxxxxxx and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Xxxxxxx and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), substantive non-consolidation and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Repurchase Document or Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by all of the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller Seller, Pledgor and Guarantor (including in each jurisdiction where any Underlying Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) a Closing Certificate executed by Seller, Pledgor and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificatean executed Power of Attorney of Seller and Pledgor, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including including, without limitation, with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, absence of conflicts with Requirements of Law, Governing Documents and material agreements, perfected security interest in the Purchased Assets by filing, first priority perfected security interests interest in the Purchased Assets Mortgage Loan Documents by possession, first priority perfected security interest in the Pledged Collateral, the Waterfall Account and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and a true sale opinion (viiiif applicable under Section 7.10) and (vi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (b) no Default, Event of Default, Margin Deficit, Material Adverse Effect or Market Disruption Event exists; (c) delivery by Seller and Guarantor to Buyer of a Compliance Certificate; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices reasonably required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liensLiens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (ce) 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 Repurchase Document, including after giving effect to the consummation thereof; (f) all information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules furnished by or on behalf of Seller or any other Repurchase Party to Buyer in connection with the Repurchase Documents, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading; (g) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, including as contemplated by Section 13.02, including without limitation the Facility Fee; (dh) at least five (5) Business Days prior to the Closing Date (or such lesser period of time as permitted by Buyer), Buyer has completed shall have received a Patriot Act Certificate with respect to its satisfaction such due diligence (includingSeller, Buyer’s “Know Your Customer” Pledgor and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; andGuarantor; (ei) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, Buyer to enter into this Agreement and consummate Transactions hereunder; and (j) Buyer has completed to its satisfaction such due diligence and modeling as it may require.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and GuarantorGuarantor (including, with respect to Seller, evidence that Seller is duly licensed in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Seller and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Seller and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Seller and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Pledgor and Guarantor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale (to the extent required under Section 7.11(e), and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee and Pricing Letter and the other Repurchase Documents, all expenses payable as contemplated by Section 13.02, including without limitation together with any other fees and expenses otherwise due and payable pursuant to any of the Facility Feeother Repurchase Documents; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it Buyer may require in its discretion; andrequire; (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder; and (f) Seller shall provide Buyer with written evidence, acceptable to Buyer in its sole discretion, that Guarantor has irrevocably contributed at least $40,000,000 in equity capital to Pledgor, and, without duplication, Pledgor has irrevocably contributed that same amount of equity capital to Seller.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Pledgor and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), substantive non-consolidation and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (b) (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by BuyerDelaware, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied in the discretion of Buyer, or waived by BuyerBuyer in its discretion, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller (including in each jurisdiction where any Underlying Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and Guarantorremedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller, Servicer and Guarantor Seller executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor Seller with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power power of Attorney attorney of Seller substantially in the form of attached as Exhibit IF, (vi) [reserved]such opinions from counsel to Seller as Buyer may require in its discretion, including with respect to corporate matters, perfection of security interests, true sale, and the applicability of Bankruptcy Code safe harbors, (vii) such opinions from counsel to Seller, Servicer and Guarantor Custodian as Buyer may requirerequire in its discretion, (viii) a copy of a recently issued officer’s certificate, including back-up calculations, confirming compliance with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets REIT asset tests and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harbor, income tests and (viiiix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably requirerequire in its discretion; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may requirerequire in its discretion, and (iii) the results of such searches are reasonably satisfactory to BuyerBuyer in its discretion; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee and Pricing Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee;; and (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the purchase of any Mortgage Loan Eligible Asset or funding of any Purchase Price Increase until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harbor, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Initial Purchase Closing Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Seller and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Seller and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Seller and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to BuyerBuyer and (iv) all original certificates evidencing all ownership interests in Seller, which interests shall be in certificated form pursuant to Section 8-103 of the UCC, together with executed original copies of all necessary blank transfer documents, have been delivered to Custodian; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documentsthis Agreement, as contemplated by Section 13.02, including without limitation 13.02 and by the Facility Feeapplicable provisions of the Fee and Pricing Letter; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence, and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as it may require in its discretionrequire; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyershall have received, sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date a Beneficial Ownership Certification in relation to enter into this Agreement and consummate Transactions hereunderSeller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller and Guarantor, each Guarantor (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller and each Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Seller and each Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and each Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor Seller as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, matters and the applicability of Bankruptcy Code and “securities contract” safe harbor, harbors and (viiiv) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (b) (i) UCC financing statements have been filed against Seller and NRFC Sub-REIT Corp. in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor NRFC Sub-REIT Corp. and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including including, without limitation limitation, payment of the Facility Structuring Fee;; and (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderrequire.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller and GuarantorSeller, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together Seller with respect to attached copies of the Governing Documents and applicable resolutions of Seller, and the incumbencies and signatures of officers of Seller, Servicer and Guarantor Seller executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor Seller with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power power of Attorney attorney of Seller in the form of Exhibit IC, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor Seller as Buyer may reasonably require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “'s "Know Your Customer” " and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and; (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder; and (f) Prior to funding any Purchased Assets, Buyer has received Eligible Assets with a Market Value of at least $15,000,000, it being understood that the acceptance and purchase of such Eligible Assets on the part of Buyer will be deemed to constitute a determination based on the information then-currently available to Buyer that such assets constitute Eligible Assets on and as of the related Purchase Date.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated Buyer’s agreement to enter into any the initial Transaction for is subject to the purchase satisfaction, immediately prior to or concurrently with the making of any Mortgage Loan until such Transaction, of the following conditions have been satisfied , or waived by Buyer, on and as of the Initial Purchase Dateprecedent: (ai) Buyer has received the Delivery of Documents. The following documents, shall have been delivered to Buyer: (A) this Agreement, duly completed and executed by each dated the Closing Date or as of the Closing Date unless otherwise specified: parties hereto; (iB) the Fee Letter, duly completed and executed by each Repurchase Document duly executed and delivered by of the parties thereto; (C) the Exit Fee Side Letter, (ii) an official good standing certificate dated a recent date with respect to Seller duly completed and Guarantor, (iii) certificates executed by each of the secretary or an assistant secretary parties thereto; (D) the Custodial Agreement, duly completed and executed by each of the parties thereto; (E) the Account Control Agreement, duly completed and executed by each of the parties thereto; (F) the Guaranty, duly completed and executed by each of the parties thereto; (G) the Servicing Agreement, duly completed and executed by each of the parties thereto; (H) [Intentionally Omitted]; (I) any and all consents and waivers applicable to Seller; (J) a power of attorney from Seller substantially in the form of Exhibit V hereto, duly completed and executed; (K) a UCC financing statement for filing in the UCC Filing Jurisdiction of Seller, Servicer naming Seller as “Debtor” and Guarantor Buyer as “Secured Party” and describing as “Collateral” “all assets of the debtor whether now owned or existing or hereafter acquired or arising and wheresoever located, including all accessions thereto and products and proceeds thereof” (the “UCC Financing Statement”), together with any other documents necessary or reasonably requested by Buyer to perfect the security interests granted by Seller in favor of Buyer under this Agreement or any other Transaction Document; (L) opinions of outside counsel to the Seller Parties reasonably acceptable to Buyer (including, but not limited to, those relating to enforceability, corporate matters, applicability of the Investment Company Act of 1940, security interests and a Bankruptcy Code safe harbor opinion); (M) for each of the Seller Parties, good standing certificates, certified copies of the Governing Documents organizational documents and applicable certified copies of resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective (or similar authority of Seller, Servicer and Guarantor documents) with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney the Transaction Documents and each other document to be delivered by the Seller Parties from time to time in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harbor, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (i) UCC financing statements have been filed against Seller in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretionconnection herewith; and (eN) all such other and further documents and documentation as Buyer has received approval from in its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderdiscretion shall reasonably require.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied , or waived by BuyerXxxxx, on and as of the Initial Closing Date and the first Purchase Date: (a) a. Buyer has received the following documents, each dated the Closing Date or as of the Closing first Purchase Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Xxxxxxx and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Xxxxxxx and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), substantive non-consolidation and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, and (viiivii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by BuyerDelaware, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, as contemplated by Section 13.02, including without limitation the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunder.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Initial Purchase Closing Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Seller and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Seller and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Seller and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and and, to be delivered within ten (10) Business Days of the Closing Date, the applicability of Bankruptcy Code and “securities contract” safe harborharbors, (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer;Buyer and (iv) all original certificates evidencing all ownership interests in Seller, which interests shall be in certificated form pursuant to Section 8-103 of the UCC, together with executed original copies of all necessary blank transfer documents, have been delivered to Custodian; and (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documentsthis Agreement, as contemplated by Section 13.02, including without limitation 13.02 and by the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” applicable provisions of the Fee and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderPricing Letter.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Initial Closing Date (or, in the case of clause (a)(vi) below, as of the initial Purchase Date following the Closing Date:): (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Xxxxxxx and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Pledgor and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to BuyerBuyer and (iv) all original certificates evidencing all ownership interests in Seller, which interests shall be in certificated form pursuant to Section 8-103 of the UCC, together with executed original copies of all necessary blank transfer documents, have been delivered to Custodian; (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documentsthis Agreement, as contemplated by Section 13.02, including without limitation 13.02 and by the Facility Feeapplicable provisions of the Fee and Pricing Letter; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence, and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as it may require in its discretionrequire; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyershall have received, sufficiently in advance of (but in any event not less than three (3) Business Days prior to) the Closing Date a Beneficial Ownership Certification in relation to enter into this Agreement and consummate Transactions hereunderSeller to the extent that Seller qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Initial Purchase Closing Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document duly executed and delivered by the parties thereto, (ii) an official good standing certificate or its documentary equivalent dated a recent date with respect to Seller and GuarantorGuarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller, Servicer Seller and Guarantor together with respect to attached copies of the Governing Documents and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller, Servicer Seller and Guarantor executing the Repurchase Documents to which it each is a party, evidencing the respective authority of Seller, Servicer Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of Attorney in the form of Exhibit IAttorney, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Seller and Guarantor as Buyer may require, including with respect to corporate mattersmatters (including, enforceabilitywithout limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements), the due authorization, execution, delivery and enforceability of each of the Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code and “securities contract” safe harborharbors, (vii) a duly completed Compliance Certificate, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it Buyer may reasonably require; (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer;Buyer and (iv) all original certificates evidencing all ownership interests in Seller, which interests shall be in certificated form pursuant to Section 8-103 of the UCC, together with executed original copies of all necessary blank transfer documents, have been delivered to Custodian; and (c) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documentsthis Agreement, as contemplated by Section 13.02, including without limitation 13.02 and by the Facility Fee; (d) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” applicable provisions of the Fee and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; and (e) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderPricing Letter.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Repurchase Document or Transaction for the or purchase of any Mortgage Loan Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Initial Closing Date and the initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the Closing Date unless otherwise specified: (i) each Repurchase Document Document, duly executed and delivered by all of the parties thereto, (ii) an official good standing certificate dated a recent date with respect to Seller Seller, Pledgor and Guarantor (including in each jurisdiction where any Underlying Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder), (iii) a Closing Certificate executed by Seller, Pledgor and Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller, Servicer and Guarantor together with copies of the Governing Documents and applicable resolutions and the incumbencies and signatures of officers of Seller, Servicer and Guarantor executing the Repurchase Documents to which it is a party, evidencing the respective authority of Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificatean executed Power of Attorney of Seller and Pledgor, (v) an executed Seller’s Power of Attorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller, Servicer Pledgor and Guarantor as Buyer may require, including including, without limitation, with respect to corporate matters, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority absence of conflicts with Requirements of Law, Governing Documents and material agreements, perfected security interests interest in the Purchased Assets by filing, perfected security interest in the Mortgage Loan Documents by possession, perfected security interest in the Pledged Collateral, the Waterfall Account and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and the applicability of Bankruptcy Code safe harbors and “securities contract” safe harbor, a true sale opinion (if applicable under Section 7.10) and (viiivi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as it may reasonably require; (b) no Default, Event of Default, Margin Deficit, Material Adverse Effect or Market Disruption Event exists; (c) delivery by Guarantor to Buyer of a Compliance Certificate; (d) (i) UCC financing statements have been filed against Seller and Pledgor in all filing offices reasonably required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liensLiens, judgments, pending litigation, bankruptcy litigation and other matters relating to Seller, Servicer and Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are reasonably satisfactory to Buyer; (ce) 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 Repurchase Document, including after giving effect to the consummation thereof; (f) all information, reports, certificates, documents, financial statements, operating statements, forecasts, books, records, files, exhibits and schedules furnished by or on behalf of Seller or any other Repurchase Party to Buyer in connection with the Repurchase Documents, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading; (g) Buyer has received payment from Seller of all fees and expenses then payable under the Fee Letter and the other Repurchase Documents, including as contemplated by Section 13.02, including without limitation the Facility Fee; (dh) at least five (5) Business Days prior to the Closing Date (or such lesser period of time as permitted by Buyer), Buyer has completed shall have received a Patriot Act Certificate with respect to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as it may require in its discretion; andSeller; (ei) Buyer has received approval from its internal credit committee and all other necessary approvals required for Buyer, Buyer to enter into this Agreement and consummate Transactions hereunder; and (j) Buyer has completed to its satisfaction such due diligence and modeling as it may require.