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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 Guarantor (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 and Guarantor 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 and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without 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, perfected security interests in the Purchased 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 offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 Guarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights Pledgor and remedies thereunder)Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, ▇▇▇▇▇▇▇ and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreementsGuarantor), 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, no violation of law, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale 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, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Quarterly Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (i) UCC financing statements have been filed against Seller Seller, Pledgor and Pledgor Originator in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses due and payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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) ▇▇▇▇▇ 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 or for the purchase of any Asset Mortgage Loan until the following conditions have been satisfied , or waived by Buyer, on and as of the Closing Date and the first Initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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)Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller Seller, Servicer 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 Seller, Servicer and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the respective authority of Seller Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of AttorneyAttorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller Seller, Servicer and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral Assets 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 and “securities contract” safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbor, and (ixviii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer 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 litigation, bankruptcy and other matters relating to Seller 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of including without limitation the other Repurchase DocumentsFacility 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 Buyer it may requirerequire 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the 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 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 Guarantor (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)Party, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of each Seller and Guarantor Party with respect to attached copies of the Governing Documents and applicable resolutions of each such Seller and GuarantorParty, and the incumbencies and signatures of officers of each such Seller and Guarantor Party executing the Repurchase Documents to which each is a party, evidencing the authority of each Seller and Guarantor Party with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to each Seller and Guarantor Party as Buyer may require, including with respect to corporate matters (includingmatters, without limitationdue formation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements)each such Seller Party, the due authorization, execution, delivery and enforceability of each of the Repurchase DocumentsDocument, non-contravention, no consents or approvals required other than those that have been obtained, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral 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 safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, Certificate (viii) such opinions from counsel or an email stating that information contained in the most recent Compliance Certificate delivered pursuant to Custodian as Buyer may requireSection 8.08 remains true and correct in all respects), and (ixviii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer it may require, and all information provided to Buyer by any Seller Party must be true, accurate, complete and not misleading in any 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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 and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and GuarantorSeller, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the authority of Seller and Guarantor 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 Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale, and substantive non-consolidation, non consolidation matters and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights)harbors, (vii) a duly completed Compliance Certificate, (viiivi) such opinions from counsel to Custodian as Buyer may require, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of including, without limitation, the other Repurchase DocumentsStructuring 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 Buyer it may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 (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 Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), and substantive non-consolidation, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer it may require; 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 or purchase any Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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 and Guarantor 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 and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without 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, 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 offset rights)harbors, (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 this Agreement, as contemplated by Section 3.07(b), 13.02 and by the related applicable provisions of the Fee Letter and all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 each Guarantor (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 and Guarantor 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 and each Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and each Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, perfected security interests in the Purchased Assets, the Pledged Collateral 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 safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ixv) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may require; (b) (i) UCC financing statements have been filed against Seller and Pledgor 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 and other matters relating to Seller Seller, NRFC Sub-REIT Corp. and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any including, without limitation, payment of the other Repurchase Documents;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 Buyer it may require; 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 or purchase any 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 Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (including, 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 remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and GuarantorSeller, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power power of Attorneyattorney of Seller in the form of Exhibit O, (vi) such opinions from counsel to Seller and Guarantor as Buyer may requirerequire in its discretion, including with respect to corporate matters (includingmatters, without limitation, the valid existence and good standing perfection 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, perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documentsinterests, Investment Company Act of 1940 matters, true sale, and substantive non-consolidation, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may requirerequire in its discretion; (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 and other matters relating to Seller and the Purchased Assets as Buyer may requirerequire in its discretion, and (iii) the results of such searches are satisfactory to BuyerBuyer in its discretion; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(b)this Agreement and the other Repurchase Documents, the related provisions of the Fee Letter and all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents;; 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 Buyer it may require; and (e) Buyer has received approval from require in its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderdiscretion.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Repurchase Document or Transaction or purchase any Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Amended and Restated Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and Guarantor (including, 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 remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller a Closing Certificate executed by Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate[reserved], (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Sellerwith respect to corporate matters, 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-contraventionenforceability, 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 interests interest in the Purchased AssetsAssets by filing, perfected security interest in the Mortgage Loan Documents by possession, perfected security interest in the Pledged Collateral, the Pledged Collateral Waterfall Account 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 and a true sale opinion (including Buyer’s related liquidation, termination and offset rights), (viiif applicable under Section 7.10) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ixvi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may 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 and other matters relating to Seller Seller, Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, including as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents; (dh) Buyer has completed to its satisfaction such due diligence (including, Buyer’s “Know Your Customer” and Anti-Terrorism Laws diligence) and modeling as Buyer may require; 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 or purchase any 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 Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (including, 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 remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and GuarantorSeller, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power power of Attorneyattorney of Seller substantially in the form attached as Exhibit F, (vi) such opinions from counsel to Seller and Guarantor as Buyer may requirerequire in its discretion, including with respect to corporate matters (includingmatters, without limitation, the valid existence and good standing perfection 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, perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act mattersinterests, true sale, and substantive non-consolidation, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights)harbors, (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to 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 REIT asset tests and income tests and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may requirereasonably require in its discretion; (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 and other matters relating to Seller and the Purchased Assets as Buyer may requirerequire in its discretion, and (iii) the results of such searches are satisfactory to BuyerBuyer in its discretion; (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 all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents;; 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 Buyer it may require; and (e) Buyer has received approval from require in its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderdiscretion.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) : - 52 - • Buyer has received the following documents, each dated the Closing Date or as of the 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 (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 Seller, ▇▇▇▇▇▇▇ and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, ▇▇▇▇▇▇▇ and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), and substantive non-consolidation, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 (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 Seller, ▇▇▇▇▇▇▇ and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, ▇▇▇▇▇▇▇ and Guarantor ▇▇▇▇▇▇▇▇▇ with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), and substantive non-consolidation, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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. ▇▇▇▇▇’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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 (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 Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), and substantive non-consolidation, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 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 or purchase any Asset until fees and expenses payable hereunder and pursuant to the Fee Letter, and all of the following conditions have been satisfied or waived by Buyerdocuments, on each of which shall be satisfactory in form and as of substance to the Closing Date Buyer and the first Purchase Dateits counsel: (a) the Buyer has shall have received the following documentsthis Agreement, each dated the Closing Date or as of the first Purchase 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 or its documentary equivalent 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 the Guarantor (including, without limitation, an opinion with respect to Sellerthe perfection of the Buyer’s security interest and an opinion that the execution, delivery and performance by each of the Seller and the Guarantor of this Agreement and by Guarantor of the Guarantee will not result in a breach or violation of any term or provision of, or constitute a default under any material indenture or other agreement or instrument to which it is a party or by which it is bound), in each jurisdiction where any Mortgaged Property is located form and substance satisfactory to the extent necessary for Buyer; (k) the Buyer to enforce its rights and remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached shall have received certified copies of the Governing Documents charter and applicable resolutions by-laws (or equivalent documents) of the Seller (which shall be reasonably acceptable to the Buyer) and Guarantor, and of all corporate or other authority for the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, of this Agreement and the Related Documents (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as the 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 matters (including, without limitationpreparation and execution of this Agreement, 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 other Repurchase Documents, non-contravention, no consents or approvals required other than those that have been obtained, perfected security interests in the Purchased Assets, the Pledged Collateral Documents 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 offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (i) UCC financing statements have been filed against Seller and Pledgor documents prepared in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may requireconnection 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 or purchase any 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 Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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 and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and GuarantorSeller, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate[reserved], (v) an executed Power power of Attorneyattorney of Seller in form and substance satisfactory to the Buyer, (vi) such opinions from counsel to Seller and Guarantor as Buyer may requirerequire in its discretion, including with respect to corporate matters (includingcorporate, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, perfected perfection of security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documentsinterests, 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 offset rights)harbors, (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requirerequire in its discretion, and (ixviii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may requirerequire in its discretion; (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 and other matters relating to Seller and the Purchased Assets as Buyer may requirerequire in its discretion, and (iii) the results of such searches are satisfactory to BuyerBuyer in its discretion; (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 all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents; (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 Buyer it may require; and (e) Buyer has received approval from require in its internal credit committee and all other necessary approvals required for Buyer, to enter into this Agreement and consummate Transactions hereunderdiscretion.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 Guarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights Pledgor and remedies thereunder)Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreementsGuarantor), 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, no violation of law, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale 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 ▇▇▇▇ of Sale, and substantive non-consolidation, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Quarterly Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (i) UCC financing statements have been filed against Seller Seller, Pledgor and Pledgor Originator in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses due and payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 Eligible Asset or purchase funding of any Asset Purchase Price Increase until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Closing Date and the first Initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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)Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller Seller, Servicer 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 Seller, Servicer and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the respective authority of Seller Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of AttorneyAttorney in the form of Exhibit I, (vi) [reserved], (vii) such opinions from counsel to Seller Seller, Servicer and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral Assets 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 and “securities contract” safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbor, and (ixviii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer 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 litigation, bankruptcy and other matters relating to Seller 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of including without limitation the other Repurchase DocumentsFacility 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 Buyer it may requirerequire 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 or purchase any Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and Guarantor (including, 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 remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller a Closing Certificate executed by Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of AttorneyAttorney of Seller and Pledgor, (viv) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Sellerwith respect to corporate matters, 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-contraventionenforceability, 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 interests interest in the Purchased AssetsAssets by filing, perfected security interest in the Mortgage Loan Documents by possession, perfected security interest in the Pledged Collateral, the Pledged Collateral Waterfall Account 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 and a true sale opinion (including Buyer’s related liquidation, termination and offset rights), (viiif applicable under Section 7.10) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ixvi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may 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 and other matters relating to Seller Seller, Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, including as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents; (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 Buyer may require; 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.

Conditions Precedent to Initial Transaction. Buyer shall not be obligated to enter into any Transaction or purchase any Asset until the following conditions have been satisfied in the discretion of Buyer, or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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) customary certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and GuarantorSeller, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power power of Attorneyattorney of Seller in the form of Exhibit G, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, perfected security interests in the Purchased Assets, the Pledged Collateral 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 safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (i) UCC financing statements have been filed against Seller and Pledgor 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents; (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 Buyer it may require; and (e) . 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 each Seller and Guarantor (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)Guarantor, (iii) certificates of the secretary or an assistant secretary of each Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of such Seller and or Guarantor, and the incumbencies and signatures of officers of each Seller and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of each Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to each Seller and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral 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 safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ixv) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may require; (i) UCC financing statements have been filed against each Seller and Pledgor in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to each Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are satisfactory to Buyer;; and (c) Buyer has received payment from Seller the Sellers of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 Guarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights Pledgor and remedies thereunder)Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, P▇▇▇▇▇▇ and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreementsGuarantor), 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, no violation of law, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale 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, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Quarterly Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (i) UCC financing statements have been filed against Seller Seller, Pledgor and Pledgor Originator in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses due and payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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, BuyerB▇▇▇▇’s “Know Your Customer” ”, Anti-Corruption Laws, Sanctions and Anti-Terrorism Money Laundering Laws diligence) and modeling as Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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 and Guarantor 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 and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without 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, 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 offset rights)harbors, (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 this Agreement, as contemplated by Section 3.07(b), 13.02 and by the related applicable provisions of the Fee Letter and all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 Guarantor (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 and Guarantor 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 and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Seller, Pledgor and 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, perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale, and substantive non-consolidationsale (to the extent required under Section 7.11(e), and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights)harbors, (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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) 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, Buyer on and as of the Closing Effective Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 or its documentary equivalent dated a recent date within fourteen (14) days of the Closing Date with respect to Seller and Guarantor (including, with respect to each Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights Servicer and remedies thereunder)Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller each Seller, Servicer 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 each Seller, Servicer and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the respective authority of Seller each Seller, Servicer and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel (dated on or prior to Seller the Effective Date) to Sellers, Servicer and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased AssetsAssets 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 Pledged Collateral 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, and substantive non-consolidation, and the applicability of Bankruptcy Code “securities contract” and “master netting agreement” safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may require; (i) UCC financing statements have been filed against Seller and Pledgor Sellers in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation litigation, bankruptcy and other matters relating to Seller Sellers, Servicer, Guarantor and the Purchased Assets and Underlying Mortgage Loans as Buyer may require, and (iii) the results of such searches are satisfactory to Buyer; (c) Buyer has received payment from Seller Sellers of all fees and expenses then payable under Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of including without limitation the other Repurchase Documents;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 Buyer it may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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, Residual Pledgor and Guarantor (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 Seller, Pledgor, Residual Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor, Residual Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor, Residual Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, Pledgor, Residual Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor, Residual Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, (1) the valid existence and good standing of Seller, Pledgor, Residual Pledgor and Guarantor and Pledgor 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, and no violation of law, (4) validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, (5) Investment Company Act matters, true sale, matters (including ▇▇▇▇▇▇▇ rule compliance) and substantive non-consolidation, and (6) the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 Buyer’s agreement to enter into any the initial Transaction is subject to the satisfaction, immediately prior to or purchase any Asset until concurrently with the making of such Transaction, of the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first 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 first Purchase 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, duly completed and executed by each of the parties thereto; (iiD) an official good standing certificate 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, naming Seller as “Debtor” and Buyer as “Secured Party” and describing as “Collateral” “all assets of the debtor whether now owned or its documentary equivalent dated a recent date existing or hereafter acquired or arising and wheresoever located, including all accessions thereto and products and proceeds thereof” (the “UCC Financing Statement”), together with respect any other documents necessary or reasonably requested by Buyer to perfect the security interests granted by Seller and Guarantor 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, with respect but not limited to, those relating to Sellerenforceability, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights and remedies thereunder)corporate matters, (iii) certificates applicability of the secretary or an assistant secretary Investment Company Act of 1940, security interests and a Bankruptcy Code safe harbor opinion); (M) for each of the Seller and Guarantor with respect to attached Parties, good standing certificates, certified copies of the Governing Documents organizational documents and applicable certified copies of resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each is a party, evidencing the (or similar authority of Seller and Guarantor documents) with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without 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 Transaction Documents and each other than those that have been obtained, perfected security interests document to be delivered by the Seller Parties from time to time in the Purchased 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 offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may requireconnection 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 Guarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights Pledgor and remedies thereunder)Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreementsGuarantor), 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, no violation of law, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale 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 ▇▇▇▇ of Sale, and substantive non-consolidation, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Quarterly Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (i) UCC financing statements have been filed against Seller Seller, Pledgor and Pledgor Originator in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses due and payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 or its documentary equivalent dated a recent date with respect to Seller and Guarantor each Repurchase Party (including, 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 remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor 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 and Guarantor executing the a Closing Certificate executed by each Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereofParty, (iv) a Closing Certificate, (v) an executed Power of AttorneyAttorney of Seller and Pledgor, (viv) such opinions from counsel to Seller the Repurchase Parties regarding the Repurchase Documents and Guarantor all collateral thereunder as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Sellerwith respect to corporate matters, 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-contraventionenforceability, 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 interests interest in the Purchased AssetsAssets and Pledged Collateral by filing, perfection by possession in the Mortgage Notes and Pledged Collateral, perfection by control of the Waterfall Account, the Pledged Collateral Servicer Account (unless ▇▇▇▇▇ is Servicer) and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salethe enforceability of Seller’s limited liability company agreement, and substantive non-consolidation, and the applicability of Bankruptcy Code safe harbors and a true sale opinion (including Buyer’s related liquidation, termination and offset rights), (viiif applicable under Section 7.10) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ixvi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller Seller, Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, including as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents; (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 Buyer may require; and; (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 the initial Transaction or for the purchase any Asset of Assets until the following conditions have been satisfied satisfied, or waived by Buyer, on and prior to or as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor each Relevant Party (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer not otherwise delivered pursuant to enforce its rights and remedies thereunderSection 6.01(a)(i)), (iiiiv) certificates of the secretary or an assistant secretary of Seller and Guarantor each Relevant Party, together with respect to attached copies of the their respective Governing Documents Documents, applicable corporate resolutions and applicable resolutions of Seller and Guarantor, and the incumbencies and signatures of officers of Seller and Guarantor who are executing the applicable Repurchase Documents to which each is a partyDocuments, evidencing the respective authority of Seller 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 Power by a Responsible Officer of AttorneySeller, (vi) executed Powers of Attorney in the form of Exhibit I from Seller and each Underlying Entity, (vii) such opinions from counsel to Seller 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 matters, (including, without 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 Documents2) 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, the Pledged Collateral Accounts and any other collateral pledged pursuant to the Repurchase Documents, (4) Investment Company Act matters, true sale, and substantive non-consolidation, and (5) the applicability of Bankruptcy Code “securities contract” and “master netting agreement” safe harbors harbors, and (including Buyer’s related liquidation, termination and offset rights), (vii6) a duly completed Compliance Certificatenon-consolidation opinion with respect to the Guarantors and Seller, on the one hand, and the Underlying Entities on the other hand, (viii) such opinions from counsel a certified copy of each Structural Agreement, (ix) a duly executed amendment to Custodian the Seller LLC Agreement reflecting Program Administrator as Buyer may requirethe manager of Seller, and (ixx) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may require; (b) (i) UCC UCC-1 financing statements have been filed against the Seller and Pledgor 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 litigation, bankruptcy and other matters relating to Seller and the Purchased Assets each Relevant Party as Buyer may require, and (iii) the results of such searches are satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable by Seller under Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees including without limitation the Facility Fee and expenses otherwise due and payable pursuant to any of the other Repurchase Documentsrelated 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 Buyer it may requirerequire in its discretion 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the 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 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 (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 Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without limitationdue formation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements)Guarantor, the due authorization, execution, delivery and enforceability of each of the Repurchase DocumentsDocument, non-contravention, no consents or approvals required other than those that have been obtained, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale, and substantive non-consolidationsale (if applicable), and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer it may require, and all information provided to Buyer by Seller or Guarantor must be true, accurate, complete and not misleading in any 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 Guarantor (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 and Guarantor 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 and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Seller, Pledgor and 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, perfected security interests in the Purchased 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 offset rights), (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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; 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 or purchase any Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Closing Date and (or, in the first 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 first Purchase 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 Guarantor (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 Seller, ▇▇▇▇▇▇▇ and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (including, without 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, 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 offset rights)harbors, (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 this Agreement, as contemplated by Section 3.07(b), 13.02 and by the related applicable provisions of the Fee Letter and all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase DocumentsPricing 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 Buyer it may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the 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 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 (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 Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, ▇▇▇▇▇▇▇ and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without limitationdue formation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements)Guarantor, the due authorization, execution, delivery and enforceability of each of the Repurchase DocumentsDocument, non-contravention, no consents or approvals required other than those that have been obtained, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale, and substantive non-non consolidation, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer it may require, and all information provided to Buyer by Seller or Guarantor must be true, accurate, complete and not misleading in any 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; (f) Buyer, its designee, or counsel to Buyer, shall have received on behalf of Buyer delivery of the certificate evidencing the Pledged LLC Interests (as defined in the Pledge Agreement), duly assigned in blank, and in form and substance acceptable to Buyer; and (eg) 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 or purchase any Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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 and Guarantor 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 and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without 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, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true saleand, and substantive non-consolidationto be delivered within ten (10) Business Days of the Closing Date, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights)harbors, (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 this Agreement, as contemplated by Section 3.07(b), 13.02 and by the related applicable provisions of the Fee Letter and all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 Eligible Asset or purchase funding of any Asset Purchase Price Increase until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Closing Date and the first Initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 each Seller and Guarantor (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)Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller each Seller, each Servicer 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 Sellers, Servicers and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the respective authority of Seller Sellers, Servicers and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of AttorneyAttorney in the form of Exhibit I for each Seller, (vi) [reserved], (vii) such opinions from counsel to Seller Sellers, each Servicer and Guarantor as Buyer may require, including with respect to (A) corporate matters matters, (includingB) enforceability, without 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, (C) non-contravention, no consents or approvals required other than those that have been obtained, (D) perfected security interests in the Purchased Assets, the Pledged Collateral Accounts and any other collateral pledged pursuant to the Repurchase Documents, (E) Investment Company Act mattersmatters (including ▇▇▇▇▇▇▇ Rule compliance), true sale, and substantive non-consolidation, and (F) the applicability of Bankruptcy Code and “securities contract” and “master netting agreement” safe harbors to this Agreement (including Buyer’s related liquidation, termination the pledge of the Related Credit Enhancement) and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requirethe Guarantee Agreement, and (ixG) Delaware series trust matters, and (viii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may reasonably require; (i) UCC financing statements have been filed against each Seller and Pledgor 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 litigation, bankruptcy and other matters relating to Seller 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of including without limitation the other Repurchase DocumentsFacility 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 Buyer it may requirerequire 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer▇▇▇▇▇, on and as of the Closing Date and the first Purchase Date: (a) a. Buyer has received the following documents, each dated the Closing Date or as of the 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 (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 Seller, ▇▇▇▇▇▇▇ and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, ▇▇▇▇▇▇▇ and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), and substantive non-consolidation, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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 and Guarantor 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 and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without 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-non- contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true saleand, and substantive non-consolidationto be delivered within ten (10) Business Days of the Closing Date, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights)harbors, (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 this Agreement, as contemplated by Section 3.07(b), 13.02 and by the related applicable provisions of the Fee Letter and all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied in the discretion of Buyer, or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (including, 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 remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and GuarantorSeller, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power power of Attorneyattorney of Seller in the form of Exhibit C, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased 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 offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may require; (i) UCC financing statements have been filed against Seller and Pledgor Principal in all filing offices required by Buyer, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 Section 3.07(b)this Agreement and the other Repurchase Documents, the related provisions of the Fee Letter and all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents;; 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 Buyer it may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the 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 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 (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 Seller each of Seller, Pledgor and Guarantor with respect to attached -59- copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without limitationdue formation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements)Guarantor, the due authorization, execution, delivery and enforceability of each of the Repurchase DocumentsDocument, non-contravention, no consents or approvals required other than those that have been obtained, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale, and substantive non-consolidationsale (if applicable), and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer it may require, and all information provided to Buyer by Seller or Guarantor must be true, accurate, complete and not misleading in any 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 (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 Seller, ▇▇▇▇▇▇▇ and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, ▇▇▇▇▇▇▇ and Guarantor ▇▇▇▇▇▇▇▇▇ with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salesale (unless such Purchased Asset was purchased by Seller from an unaffiliated third party seller in an arm’s-length transaction for fair market value), and substantive non-consolidation, consolidation and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable - 50 - as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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. ▇▇▇▇▇’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 Repurchase Document or Transaction or purchase any Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and Guarantor (including, 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 remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller a Closing Certificate executed by Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of AttorneyAttorney of Seller and Pledgor, (viv) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Sellerwith respect to corporate matters, 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-contraventionenforceability, 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 interests interest in the Purchased AssetsAssets by filing, first priority perfected security interest in the Mortgage Loan Documents by possession, first priority perfected security interest in the Pledged Collateral, the Pledged Collateral Waterfall Account 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 offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and a true sale opinion (ixif applicable under Section 7.10) and (vi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may 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 and other matters relating to Seller Seller, Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, including as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents; (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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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 and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and GuarantorSeller, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power power of Attorneyattorney of Seller in the form of Exhibit C, (vi) such opinions from counsel to Seller and Guarantor as Buyer may reasonably require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, first priority perfected security interests in the Purchased 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 offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents; (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 Buyer it may require; andrequire in its discretion; (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 to enter into any Transaction or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the 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 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 (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 Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without limitationdue formation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements)Guarantor, the due authorization, execution, delivery and enforceability of each of the Repurchase DocumentsDocument, non-contravention, no consents or approvals required other than those that have been obtained, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale, and substantive non-consolidationsale (if applicable), and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are satisfactory to Buyer; (c) Buyer has received payment from Seller of all fees and expenses then payable under Section 3.07(bb), the related provisions of the Fee Letter and all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer may require; 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 Eligible Asset or purchase funding of any Asset Purchase Price Increase until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Closing Date and the first Initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 each Seller and Guarantor (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)Guarantor, (iii) certificates of the secretary or an assistant secretary of Seller each Seller, each Servicer 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 Sellers, Servicers and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the respective authority of Seller Sellers, Servicers and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Seller’s Power of AttorneyAttorney in the form of Exhibit I for each Seller, (vi) [reserved], (vii) such opinions from counsel to Seller Sellers, each Servicer and Guarantor as Buyer may require, including with respect to (A) corporate matters matters, (includingB) enforceability, without 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, (C) non-contravention, no consents or approvals required other than those that have been obtained, (D) perfected security interests in the Purchased Assets, the Pledged Collateral Accounts and any other collateral pledged pursuant to the Repurchase Documents, (E) Investment Company Act mattersmatters (including ▇▇▇▇▇▇▇ Rule compliance), true sale, and substantive non-consolidation, and (F) the applicability of Bankruptcy Code and “securities contract” and “master netting agreement” safe harbors (including Buyer’s related liquidation, termination to this Agreement and offset rights)the Guarantee Agreement, (viiG) a duly completed Compliance Certificate, non-consolidation and (viiiH) such opinions from counsel to Custodian as Buyer may requireDelaware series trust matters, and (ixviii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may reasonably require; (i) UCC financing statements have been filed against each Seller and Pledgor 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 litigation, bankruptcy and other matters relating to Seller 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of including without limitation the other Repurchase DocumentsFacility 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 Buyer it may requirerequire 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the 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 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 (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 Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without limitationdue formation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements)Guarantor, the due authorization, execution, delivery and enforceability of each of the Repurchase DocumentsDocument, non-contraventionnon‑contravention, no consents or approvals required other than those that have been obtained, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale, and substantive non-non consolidation, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer it may require, and all information provided to Buyer by Seller or Guarantor must be true, accurate, complete and not misleading in any 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 Repurchase Document or Transaction or purchase any Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer ▇▇▇▇▇ has received the following documents, each dated the Closing Date or as of the first Purchase 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 or its documentary equivalent dated a recent date with respect to Seller and Guarantor each Repurchase Party (including, 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 remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor 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 and Guarantor executing the a Closing Certificate executed by each Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereofParty, (iv) a Closing Certificate, (v) an executed Power of AttorneyAttorney of Seller and Pledgor, (viv) such opinions from counsel to Seller the Repurchase Parties regarding the Repurchase Documents and Guarantor all collateral thereunder as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Sellerwith respect to corporate matters, 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-contraventionenforceability, 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 interests interest in the Purchased Assets, the Assets and Pledged Collateral by filing, perfection by possession in the Mortgage Notes and Pledged Collateral, perfection by control of the Waterfall Account and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true salethe enforceability of Seller’s limited liability company agreement, and substantive non-consolidation, and the applicability of Bankruptcy Code safe harbors and a true sale opinion (including Buyer’s related liquidation, termination and offset rights), (viiif applicable under Section 7.10) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may require, and (ixvi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (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 and other matters relating to Seller Seller, Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, including as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents; (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 Buyer may require; (k) 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 (em) 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 Transaction or purchase any Asset until the following conditions have been satisfied or waived by Buyer▇▇▇▇▇, on and as of the 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 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 (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 Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, ▇▇▇▇▇▇▇ and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without limitationdue formation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreements)Guarantor, the due authorization, execution, delivery and enforceability of each of the Repurchase DocumentsDocument, non-contravention, no consents or approvals required other than those that have been obtained, validly granted and perfected security interests in the Purchased Assets, the Pledged Collateral and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, and true sale, and substantive non-non consolidation, and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 103 USActive 61107184.9 Laws diligencediligence and any information required to be obtained by Buyer pursuant to the Beneficial Ownership Regulation) and modeling as Buyer it may require, and all information provided to Buyer by 104 USActive 61107184.9 Seller or Guarantor must be true, accurate, complete and not misleading in any material respect, all as determined by ▇▇▇▇▇; (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; (f) Buyer, its designee, or counsel to Buyer, shall have received on behalf of Buyer delivery of the certificate evidencing the Pledged LLC Interests (as defined in the Pledge Agreement), duly assigned in blank, and in form and substance acceptable to Buyer; and (eg) 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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 and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller and GuarantorSeller, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each it is a party, evidencing the authority of Seller and Guarantor 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 Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (includingmatters, without 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 Documentsenforceability, non-contravention, no consents or approvals required other than those that have been obtained, perfected security interests in the Purchased Assets, the Pledged Collateral Assets and any other collateral pledged pursuant to the Repurchase Documents, Investment Company Act matters, true sale, and substantive non-consolidation, sale and the applicability of Bankruptcy Code safe harbors (including Buyer’s related liquidation, termination and offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and (ixvii) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses payable the other Repurchase Documents, as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of including, without limitation, the other Repurchase Documents;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 Buyer it may require; 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 or purchase any Asset until the following conditions have been satisfied as determined, or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 Guarantor (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 and Guarantor 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 and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller and Guarantor as Buyer may require, including with respect to corporate matters (including, without 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, 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 offset rights)harbors, (vii) a duly completed Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may 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 and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 this Agreement, as contemplated by Section 3.07(b), 13.02 and by the related applicable provisions of the Fee Letter and all expenses payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase DocumentsPricing 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 Buyer it may require; 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 Repurchase Document or Transaction or purchase any Asset until the following conditions have been satisfied satisfied, or waived by Buyer, on and as of the Closing Date and the first initial Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the first Purchase 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 or its documentary equivalent dated a recent date with respect to Seller Seller, Pledgor and Guarantor (including, 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 remedies thereunder), (iii) certificates of the secretary or an assistant secretary of Seller and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller a Closing Certificate executed by Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of AttorneyAttorney of Seller and Pledgor, (viv) such opinions from counsel to Seller Seller, Pledgor and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Sellerwith respect to corporate matters, 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-contraventionenforceability, 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 interests interest in the Purchased AssetsAssets by filing, first priority perfected security interest in the Mortgage Loan Documents by possession, first priority perfected security interest in the Pledged Collateral, the Pledged Collateral Waterfall Account 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 offset rights), (vii) a duly completed Compliance Certificate, (viii) such opinions from counsel to Custodian as Buyer may requireharbors, and a true sale opinion (ixif applicable under Section 7.10) and (vi) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer it may 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 and other matters relating to Seller Seller, Guarantor and the Purchased Assets Pledgor, as Buyer may require, and (iii) the results of such searches are 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 Section 3.07(b), the related provisions of the Fee Letter and all expenses payable the other Repurchase Documents, including as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other Repurchase Documents; (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 Buyer may require; 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 or purchase any Asset until the following conditions have been satisfied or waived by Buyer, on and as of the Closing Date and the first Purchase Date: (a) Buyer has received the following documents, each dated the Closing Date or as of the 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 Guarantor (including, with respect to Seller, in each jurisdiction where any Mortgaged Property is located to the extent necessary for Buyer to enforce its rights Pledgor and remedies thereunder)Guarantor, (iii) certificates of the secretary or an assistant secretary a Responsible Officer of Seller each of Seller, Pledgor and Guarantor with respect to attached copies of the Governing Documents and applicable resolutions of Seller Seller, Pledgor and Guarantor, and the incumbencies and signatures of officers of Seller Seller, Pledgor and Guarantor executing the Repurchase Documents to which each is a party, evidencing the authority of Seller Seller, Pledgor and Guarantor with respect to the execution, delivery and performance thereof, (iv) a Closing Certificate, (v) an executed Power of Attorney, (vi) such opinions from counsel to Seller Seller, P▇▇▇▇▇▇ and Guarantor as Buyer may require, including with respect to corporate matters (including, without limitation, the valid existence and good standing of Seller, Guarantor and Pledgor and the enforceability of their respective operating agreementsGuarantor), 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, no violation of law, validly granted and perfected security interests in the Purchased 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 offset rights), (vii) a duly completed Quarterly Compliance Certificate, and (viii) such opinions from counsel to Custodian as Buyer may require, and (ix) all other documents, certificates, information, financial statements, reports, approvals and opinions of counsel as Buyer may require; (i) UCC financing statements have been filed against Seller Seller, and Pledgor in all filing offices required by BuyerB▇▇▇▇, (ii) Buyer has received such searches of UCC filings, tax liens, judgments, pending litigation and other matters relating to Seller and the Purchased Assets as Buyer may require, and (iii) the results of such searches are 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 all expenses due and payable as contemplated by Section 13.02, together with any other fees and expenses otherwise due and payable pursuant to any of the other 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 Buyer it may require; and, and all information provided to Buyer by Seller or Guarantor, when taken as a whole, (i) must be true, correct and complete in all 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. B▇▇▇▇’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.