Common use of Purchaser’s Conditions Clause in Contracts

Purchaser’s Conditions. The obligation of Purchaser to purchase the Purchased Interest from the Vendor is subject to the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser: (a) Purchaser shall have received a satisfactory review and, if necessary, shall have obtained a satisfactory title opinion of the Assets, or a portion thereof; (b) Purchaser shall have received all necessary Regulatory Approvals, if any, required to complete the transaction contemplated hereby; (c) all material obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (d) from the Adjustment Date to the Closing Time, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered to the Purchaser at or prior to Closing, registerable discharges, no interest letters, undertakings or discontinuances to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor set forth in Section 4.1 are true and correct in all material respects at the Closing Time, and that Vendor has performed or complied in all material respects with all of the covenants and obligations required to be performed under this Agreement prior to Closing;

Purchaser’s Conditions. The obligation obligations of Purchaser to purchase consummate the Purchased Interest from the Vendor is transactions contemplated under this Agreement are subject to the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaseradditional conditions: (a) Purchaser shall have received a satisfactory review and13.1 Seller shall, if necessary, shall have obtained a satisfactory title opinion as of the Assetsdate and time for Closing, or a portion thereof; (b) Purchaser shall have received performed and complied fully with all necessary Regulatory Approvals, if any, agreements and obligations that are required to complete the transaction contemplated hereby; (c) all material obligations of Vendor contained in this Agreement to be performed or complied with by Seller on or before the Closing Date, including execution and delivery of all documents, instruments, papers, and materials that are required by Section 9.2 above to be executed and/or delivered by Seller prior to or at the date and time of Closing. 13.2 There shall not have occurred and be continuing at the date and time of Closing shall have been timely performed any material change in all material respects; (d) from the Adjustment Date to the Closing Time, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered to the Purchaser at or prior to Closing, registerable discharges, no interest letters, undertakings or discontinuances to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor Seller set forth in this Agreement or to the condition of the Property, including, without limitation any dumping of refuse or the occurrence of environmental contamination at the Property occurring after Purchaser’s inspection and testing of the Property prior to the Closing Date. 13.3 Purchaser’s title company shall be prepared to issue an unconditional commitment in writing to Purchaser of an owner’s policy of title insurance with respect to the Property insuring Purchaser’s good and marketable fee simple title to the Property free and clear of all exceptions and encumbrances other than the Permitted Exceptions, subject to the delivery of the documents and funds described in Section 4.1 are true 9.2 and the payment of applicable title insurance premiums. 13.4 Seller shall have satisfied and corrected any title or survey objection which it has agreed to satisfy prior to the Closing Date or which it is otherwise required to satisfy and correct in pursuant to the terms of this Agreement. 13.5 Seller shall maintain insurance on the Property during the lease term through January 31, 2022, or until Seller issues written notice of intent to vacate, whichever is sooner. 13.6 Seller shall be responsible for timely payment of all material respects monthly utilities and other services delivered to the Property until January 31, 2022, or until Seller vacates the property, whichever is sooner. It is the Seller’s responsibility to end all utilities provided to the Property no later than January 31, 2022. Any septic system serving the Property must be properly capped and secured by the Seller no later than January 31, 2022, and water and/or sewer service must be capped at the Closing Timeapplicable water and/or sewer main per Gwinnett County requirements. If, by the date and that Vendor has performed or complied in all material respects with all time of Closing, any of the covenants and obligations required foregoing conditions is not satisfied for any reason whatsoever or, alternatively, is not expressly waived by Purchaser in writing, Purchaser, at its sole option, shall have the right to be performed under terminate this Agreement prior by giving written notice to Closing;Seller and receive a complete refund of the Xxxxxxx Money.

Purchaser’s Conditions. The obligation of Purchaser to purchase close the Purchased Interest from the Vendor transaction contemplated by this Agreement is subject to the following conditions, which, together with any other conditions precedent being complied with prior to the Closing Time or such other time set forth in this Agreement, are for Purchaser's benefit and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by PurchaserPurchaser at its sole option: (a) Purchaser 5.1.1 The representations and warranties of Seller contained in Section 6 of this Agreement shall have received a satisfactory review and, if necessary, shall have obtained a satisfactory title opinion be true on the date of the Assets, or a portion thereof; (b) Purchaser shall have received all necessary Regulatory Approvals, if any, required to complete the transaction contemplated hereby; (c) Closing in all material obligations of Vendor respects as though those representations and warranties were made on that date. 5.1.2 Seller shall not have breached any material affirmative covenant contained in this Agreement to be performed prior to by Seller on or at Closing before the date of Closing. 5.1.3 The conditions set forth in Sections 3 and 4 shall have been satisfied; and, in the event Purchaser has delivered a notice of Defects pursuant to Section 4, Seller has remedied the Defects in the manner and within the time period provided in this Agreement, or Purchaser has waived same in writing. 5.1.4 Seller shall have timely performed delivered to Purchaser in satisfactory form the documents and all material respects;other items referred to in Section 7 below. (d) from the Adjustment Date to the Closing Time5.1.5 At Closing, the Assets shall have suffered no Material Adverse Change; (e) the Vendor Title Company shall have delivered or irrevocably committed itself in writing to deliver the Title Policy described in Section 4.1. 5.1.6 Purchaser shall have obtained financing for the acquisition of the Property from a lender, whether, public or institutional (including, without limitation, low cost financing from the State of Ohio), in an amount and upon such terms and conditions as shall be satisfactory to Purchaser, in Purchaser's sole discretion. 5.1.7 Purchaser shall have obtained all building, zoning and environmental permits and approvals necessary for Purchaser's continued use of the Premises as presently operated (including a conditional use permit relating to Purchaser's retail activities on the Premises) and for any modification of or repairs to the Premises for Purchaser's intended use. Seller shall cooperate with Purchaser at or prior in its efforts to obtain such permit, including executing the applications to be submitted therefor. 5.1.8 Seller shall have completed patching and repairing of the asphalt covered area of the Premises, together with restriping the same, no later than the Closing. Seller shall present to Purchaser a plan acceptable to Purchaser for the completion of the foregoing no later than ten (10) days after the date of this Agreement. If such work shall not be completed and fully paid for by the date of the Closing, registerable dischargesPurchaser, no interest lettersat its option and in lieu of exercising its right to terminate this Agreement, undertakings or discontinuances may elect to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related have an amount equal to the Assets or any part or portion thereofcost of completing such work, including all discharges of Security Interests or other claims or actions contemplated as determined by Purchaser, withheld from the Purchase Price and deposited with the Escrow Agent to be delivered applied to the cost of completing such work in accordance with the plan acceptable to Purchaser. 5.1.9 The Access Easement, the Parking Easement and the related subordination agreements described in Section 12 of this Agreement shall have been obtained. If any of these conditions is not satisfied or waived, Purchaser shall have the right to terminate this Agreement by Nordic under notice to Seller no later than the Nordic Agreement; (0 date of Closing or such earlier time as may be provided above. In the event that the applications for the conditional use permit referred to in Section 5.1.7 of this Agreement shall be pending as of the Closing Time confirming that date of Closing, Purchaser shall have the representations right to extend the period for satisfaction of such conditions for a period of up to sixty (60) days. In the event of termination of this Agreement, the Escrow Agent shall immediately refund the Deposit and warranties of Vendor set forth in Section 4.1 are true and correct in all material respects at the Closing Timeaccrued interest thereon to Purchaser, this Agreement shall terminate, and that Vendor has performed neither party shall have any further rights or complied in all material respects with all of the covenants and obligations required to be performed under this Agreement prior other than those rights and/or obligations which are expressly stated to Closing;survive expiration or termination of this Agreement.

Purchaser’s Conditions. The obligation of the Purchaser to purchase complete the Purchased Interest from the Vendor is Purchase Transaction shall be subject to the following conditions precedent in favour of the Purchaser: a. On or before 3:00 p.m. on 2017 , (the “Due Diligence Date” and the period from the Vendor’s acceptance of this offer to such Due Diligence Date being the “Due Diligence Period”), the Purchaser being satisfied with the results of its Due Diligence in respect of the Property; b. On Closing, the representations and warranties of the Vendor contained herein shall be true and accurate in all material respects as if given on the Closing Date; and c. On or before Closing, the Vendor shall have executed and delivered all closing documents required herein and complied with prior to the Closing Time or such performed all of its other time covenants and date as herein set forth, which are obligations under this Agreement in all material respects. The foregoing conditions have been inserted herein and made part hereof for the exclusive sole benefit of the Purchaser and may be waived in whole or in part by Purchaser: (a) the Purchaser in its sole discretion by written notice to the Vendor by the applicable date and time set forth above for the satisfaction of such conditions. Unless the Purchaser gives written notice to the Vendor by the applicable date and time set forth above that the foregoing conditions have been satisfied or waived, the foregoing conditions shall be deemed not to have been satisfied or waived and this Agreement shall automatically terminate without any further action by either of the parties hereto and the Deposit shall be returned to the Purchaser without deduction and without interest and neither the Vendor nor the Purchaser shall have received a satisfactory review and, if necessary, shall have obtained a satisfactory title opinion of the Assets, or a portion thereof; (b) Purchaser shall have received all necessary Regulatory Approvals, if any, required to complete the transaction contemplated hereby; (c) all material obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (d) from the Adjustment Date any further liability to the Closing Time, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered to the Purchaser at or prior to Closing, registerable discharges, no interest letters, undertakings or discontinuances to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor set forth in Section 4.1 are true and correct in all material respects at the Closing Time, and that Vendor has performed or complied in all material respects with all of the covenants and obligations required to be performed under this Agreement prior to Closing;hereunder.

Purchaser’s Conditions. The obligation of Purchaser to purchase Vendor's interest in and to the Purchased Interest from the Vendor Assets is subject to the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forthprecedent, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser: (a) Purchaser shall have received a satisfactory review and, if necessary, shall have obtained a satisfactory title opinion For Final Discharge at and with the Completion of the Assets, or a portion thereof;Closing: (b) Purchaser shall have received all necessary Regulatory Approvals, if any, required to complete the transaction contemplated hereby; (ci) all material obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects;, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at Closing; and (dii) from the Adjustment Date to the Closing Time, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered to the Purchaser at or prior to Closing, registerable discharges, Closing discharges of any security held or no interest letters, undertakings or discontinuances to discharge any Security Interests or other claims or actions held letters by or commenced cy any Third Party encumbering or related Vendor’s interest in and to the Assets or any part or portion thereof, including all which discharges or no interest letters are requested by Purchaser a reasonable time prior to Closing; AND (b) For Final Discharge at or before the Closing Time: (i) there shall not have occurred any material adverse changes to the Assets of Security Interests which the Vendor is aware and that there has occurred, the Vendor has given notice thereof to the Purchaser, and a Certificate to that effect shall have been delivered by Vendor to Purchaser at the Closing Time. If any one or more of the foregoing conditions precedent of Section 3.1(a)(i) or (ii) has or have not been satisfied, complied with, or waived by Purchaser, at or before the Closing, Purchaser may in addition to any other claims or actions contemplated remedies which it may have available to it, rescind this Agreement by written notice to Vendor to be delivered received by Nordic under Vendor before the Nordic Agreement; (0 completion of Closing. If the Closing Time confirming that Vendor fails to discharge the representations and warranties condition precedent of Vendor set forth Section 3.1(b)(i), the Purchaser may in Section 4.1 are true and correct in all material respects addition to any other remedies which it may have available to it, by no later than immediately following the occurrence of such failure or at the Closing Time, and that rescind this Agreement by written notice to Vendor, to be received by Vendor has performed or complied in all material respects with all before the completion of the covenants Closing Time. If Purchaser has the right to and validly and timely rescinds this Agreement, Vendor shall forthwith return the Deposit to Purchaser, and Purchaser and Vendor shall be released and discharged from all obligations required to be performed under hereunder except as provided otherwise in this Agreement prior to Closing;Agreement.

Purchaser’s Conditions. The obligation of Purchaser to purchase acquire the Purchased Interest from the Vendor Property under this Agreement is subject to the satisfaction of the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaserconditions concurrent: (a) Purchaser shall have received a satisfactory review andDelivery of Purchaser's notice to proceed, if necessary, shall have obtained a satisfactory title opinion of the Assets, or a portion thereofas provided in Section 3.5; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser shall have received all necessary Regulatory Approvals, if any, required incident to complete the transaction contemplated herebyClosing; (c) all material obligations Seller's covenants, warranties and representations set forth herein shall be true and correct as of Vendor contained in this Agreement to be performed prior to or at the Closing shall have been timely performed in all material respectsDate; (d) from All of the Adjustment Date to the Closing Time, the Assets actions by Seller contemplated by this Agreement shall have suffered no Material Adverse Changebeen completed; (e) the Vendor There shall be no uncured default by Seller of any of its obligations under this Agreement; (f) Purchaser shall have delivered to the Purchaser at received, on or prior to Closing, registerable discharges, no interest letters, undertakings or discontinuances to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; before five (0 of 5) days before the Closing Time confirming that Date, the representations and warranties of Vendor Tenant Estoppel Certificate, as set forth in Section 4.1 are true and correct in all material respects at 15; (g) Purchaser shall have received, on or before five (5) days before the Closing TimeDate, and that Vendor has performed or complied the Declaration Estoppel, as set forth in all material respects with all of Section 16; and (h) Title Company shall be irrevocably committed to issue the covenants and obligations required Title Policy subject to be performed under this Agreement prior to Closing;the Permitted Exceptions.

Purchaser’s Conditions. The obligation 13.1.1 Purchaser’s obligations under this Agreement are subject only to and conditioned upon the satisfaction (or waiver by Purchaser) of Purchaser to purchase the Purchased Interest from the Vendor is subject to the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchasercondition precedent: (a) Purchaser shall have received a satisfactory review andPurchaser’s determination, if necessaryin Purchaser’s sole discretion and prior to the Inspection Date, shall have obtained a satisfactory title opinion that the improvements on the Property are physically and economically acceptable to Purchaser, such determination to be accomplished by ascertaining such matters as (i) operations of the AssetsProperty and soundness of improvements, or a portion thereof;(ii) the compliance with rules, ordinances and codes of appropriate governmental authorities, (iii) the suitability of the soil and environmental conditions of the Property, and (iv) the location and effect of the Existing Exceptions so as to confirm that they will not materially interfere with Purchaser’s use of the Property. (b) Purchaser shall The representations and warranties of Seller set forth in Section 6 of this Agreement will be materially true on and as of the Closing with the same effect as though made at such time, and Seller must have received materially performed all necessary Regulatory Approvals, if any, obligations and complied with all covenants required to complete the transaction contemplated hereby; (c) all material obligations of Vendor contained in this Agreement to be performed or complied with by it prior to or at Closing shall have been timely performed Closing. 13.1.2 If the condition precedent in all material respects; (dParagraph 13.1.1(a) from the Adjustment Date is not satisfied or waived by Purchaser prior to the Closing TimeInspection Date, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered then Purchaser may terminate this Agreement by written notice to the Purchaser at Seller given on or prior to the Inspection Date. If Purchaser does not timely give notice of termination as aforesaid, Purchaser shall be deemed to have accepted the Property, waived all conditions precedent to Closing, registerable dischargesat which time the Xxxxxxx Money deposit shall be non-refundable, no interest letters, undertakings or discontinuances except for Seller’s failure to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to satisfy the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor condition precedent set forth in Section 4.1 13.2.1 hereof, and this Agreement shall continue in full force and effect; provided, however, in the event Purchaser has not obtained a commitment for a loan to acquire the Property on such terms as are true generally available in the marketplace for properties similar to the Property based upon the lender’s standard underwriting criteria, Purchaser shall have the right to extend the Inspection Date for an additional five (5) day period for the sole purpose of obtaining a loan commitment for the Property. Thereafter, Purchaser shall have an additional thirty (30) day period following the Inspection Period, as may be extended pursuant to the terms of this Paragraph 13.1.2, in which to complete the loan processing (the “Financing Period”). Purchaser shall provide written notice to Seller of its intent to extend the Inspection Period pursuant to this Paragraph 13.1.2 prior to the Inspection Date. In the event Purchaser has not obtained a loan commitment prior to last day of the Inspection Date, as extended, Purchaser shall have the right to terminate this Agreement and correct receive a refund of the Xxxxxxx Money. 13.1.3 If the condition precedent in all material respects at Paragraph 13.1.1(b) is not satisfied or waived by the Purchaser prior to the Closing TimeDate, and that Vendor has performed or complied in all material respects with all of then the covenants and obligations required to be performed under Purchaser may terminate this Agreement by written notice to Seller given on or prior to Closing;the Closing Date.

Purchaser’s Conditions. The obligation of the Purchaser to purchase complete the Purchased Interest from the Vendor is Purchase Transaction shall be subject to the following conditions precedent in favour of the Purchaser: a. On or before 3:00 p.m. on 2016 , (the “Due Diligence Date” and the period from the Vendor’s acceptance of this offer to such Due Diligence Date being the “Due Diligence Period”), the Purchaser being satisfied with the results of its Due Diligence in respect of the Property; b. On Closing, the representations and warranties of the Vendor contained herein shall be true and accurate in all material respects as if given on the Closing Date; and c. On or before Closing, the Vendor shall have executed and delivered all closing documents required herein and complied with prior to the Closing Time or such performed all of its other time covenants and date as herein set forth, which are obligations under this Agreement in all material respects. The foregoing conditions have been inserted herein and made part hereof for the exclusive sole benefit of the Purchaser and may be waived in whole or in part by Purchaser: (a) the Purchaser in its sole discretion by written notice to the Vendor by the applicable date and time set forth above for the satisfaction of such conditions. Unless the Purchaser gives written notice to the Vendor by the applicable date and time set forth above that the foregoing conditions have been satisfied or waived, the forgoing conditions shall be deemed not to have been satisfied or waived and this Agreement shall automatically terminate without any further action by either of the parties hereto and the Deposit shall be returned to the Purchaser without deduction and without interest and neither the Vendor nor the Purchaser shall have received a satisfactory review and, if necessary, shall have obtained a satisfactory title opinion of the Assets, or a portion thereof; (b) Purchaser shall have received all necessary Regulatory Approvals, if any, required to complete the transaction contemplated hereby; (c) all material obligations of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (d) from the Adjustment Date any further liability to the Closing Time, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered to the Purchaser at or prior to Closing, registerable discharges, no interest letters, undertakings or discontinuances to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor set forth in Section 4.1 are true and correct in all material respects at the Closing Time, and that Vendor has performed or complied in all material respects with all of the covenants and obligations required to be performed under this Agreement prior to Closing;hereunder.

Purchaser’s Conditions. The obligation 13.1.1 Purchaser’s obligations under this Agreement are subject only to and conditioned upon the satisfaction (or waiver by Purchaser) of Purchaser to purchase the Purchased Interest from the Vendor is subject to the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchasercondition precedent: (a) Purchaser shall have received a satisfactory review andPurchaser’s determination, if necessaryin Purchaser’s sole and absolute discretion and prior to the Inspection Date, shall have obtained a satisfactory title opinion of that the Assets, or a portion thereof;Property is suitable for Purchaser’s intended use. (b) Purchaser shall The Representations and Warranties set forth in Section 6 will be materially true on and as of the Closing Date with the same effect as though made at such time, and Seller must have received materially performed all necessary Regulatory Approvals, if any, obligations and complied with all covenants required to complete the transaction contemplated hereby; (c) all material obligations of Vendor contained in this Agreement to be performed or complied with by it prior to or at Closing shall have been timely performed Closing. 13.1.2 If the condition precedent in all material respects;Subsection 13.1.1 (da) from the Adjustment Date is satisfied in Purchaser’s sole discretion prior to the Closing TimeInspection Date, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered then Purchaser will, by written notice to the Purchaser at Seller given on or prior to Closingthe Inspection Date, registerable dischargesnotify Seller of its desire to proceed to Closing (the “Approval Notice”). If Purchaser does not timely give the Approval Notice as aforesaid, no interest lettersPurchaser shall be deemed to have disapproved the Property, undertakings or discontinuances at which time the Xxxxxxx Money deposit shall be returned to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to Purchaser. Should Purchaser deliver the Assets or any part or portion thereofApproval Notice, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under Purchaser shall concurrently deposit the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor Additional Xxxxxxx Money deposit as set forth in Section 4.1 4.3 above. If the conditions precedent in Subsection 13.1.1(b) are true and correct in all material respects at not satisfied or waived by Purchaser prior to the Closing TimeDate, and that Vendor has performed or complied in all material respects with all of the covenants and obligations required to be performed under then Purchaser may terminate this Agreement by written notice to Seller given on or prior to Closing;the Closing Date.

Purchaser’s Conditions. The obligation of Purchaser to purchase acquire the Purchased Interest from the Vendor Property under this Agreement is subject to the satisfaction of the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaserconditions concurrent: (a) Purchaser shall have received a satisfactory review andDelivery of Purchaser’s notice to proceed, if necessary, shall have obtained a satisfactory title opinion of the Assets, or a portion thereofas provided in Section 3.5; (b) Delivery and execution by Seller to Escrow Holder of all monies, items and other instruments to be delivered by Seller to Escrow Holder, provided, however, that the original Leases and Service Contracts which survive Closing, and the leasing and property files and records pertaining to day-to-day operation, leasing and maintenance of the Property, to the extent same are in the possession of Seller, shall be held at the Property for delivery to the Purchaser shall have received all necessary Regulatory Approvals, if any, required incident to complete the transaction contemplated herebyClosing; (c) all material obligations Seller’s covenants, warranties and representations set forth herein shall be true and correct as of Vendor contained in this Agreement to be performed prior to or at the Closing shall have been timely performed in all material respectsDate; (d) from All of the Adjustment Date to the Closing Time, the Assets actions by Seller contemplated by this Agreement shall have suffered no Material Adverse Changebeen completed; (e) the Vendor There shall be no uncured default by Seller of any of its obligations under this Agreement; (f) Purchaser shall have delivered to the Purchaser at received, on or prior to Closing, registerable discharges, no interest letters, undertakings or discontinuances to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; before five (0 of 5) days before the Closing Time confirming that the representations and warranties of Vendor Date, Tenant Estoppel Certificates, as set forth in Section 4.1 are true and correct 15, from each of the tenants under the Leases; (g) Prior to the expiration of the Inspection Period, Purchaser shall have received from a lender reasonably satisfactory to Purchaser a commitment to finance Purchaser’s acquisition of the Property on terms not less favorable to Purchaser than the terms described in all material respects at Schedule 4; (h) Title Company shall be irrevocably committed to issue the Title Policy subject to the Permitted Exceptions; (i) Seller shall not be the subject of any voluntary or involuntary proceeding under any federal or state bankruptcy or insolvency law; and (j) If the renovations described in Section 5.1(e) have not been completed prior to the Closing TimeDate, Seller and that Vendor has performed or complied Purchaser shall have agreed in all material respects with all writing on the plans and specifications for such work and the form of the covenants and obligations required to be performed under this Agreement prior to Closing;License Agreement.

Purchaser’s Conditions. The obligation 13.1.1 Purchaser’s obligations under this Agreement are subject only to and conditioned upon the satisfaction (or waiver by Purchaser) of Purchaser to purchase the Purchased Interest from the Vendor is subject to the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchasercondition precedent: (a) Purchaser shall have received a satisfactory review andPurchaser’s determination, if necessaryin Purchaser’s sole and absolute discretion and prior to the Inspection Date, shall have obtained a satisfactory title opinion of that the Assets, or a portion thereof;Property is suitable for Purchaser’s intended use. (b) Purchaser shall The Representations and Warranties set forth in Section 6 will be materially true on and as of the Closing Date with the same effect as though made at such time, and Seller must have received materially performed all necessary Regulatory Approvals, if any, obligations and complied with all covenants required to complete the transaction contemplated hereby; (c) all material obligations of Vendor contained in this Agreement to be performed or complied with by it prior to or at Closing shall have been timely performed Closing. 13.1.2 If the condition precedent in all material respects; (dSubsection 13.1.1(a) from the Adjustment Date is satisfied in Purchaser’s sole discretion prior to the Closing TimeInspection Date, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered then Purchaser will, by written notice to the Purchaser at Seller given on or prior to Closingthe Inspection Date, registerable dischargesnotify Seller of its desire to proceed to Closing (the “Approval Notice”). If Purchaser does not timely give the Approval Notice as aforesaid, no interest lettersPurchaser shall be deemed to have disapproved the Property, undertakings or discontinuances at which time the Xxxxxxx Money deposit shall be returned to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to Purchaser. Should Purchaser deliver the Assets or any part or portion thereofApproval Notice, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under Purchaser shall concurrently deposit the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor Additional Xxxxxxx Money deposit as set forth in Section 4.1 4.3 above. If the conditions precedent in Subsection 13.1.1(b) are true and correct in all material respects at not satisfied or waived by Purchaser prior to the Closing TimeDate, and that Vendor has performed or complied in all material respects with all of the covenants and obligations required to be performed under then Purchaser may terminate this Agreement by written notice to Seller given on or prior to Closing;the Closing Date.

Purchaser’s Conditions. The Purchaser’s obligation to consummate each purchase of Purchaser the Servicing Rights pursuant to purchase the Purchased Interest from the Vendor this Agreement is subject to the following satisfaction or waiver by the Purchaser of the conditions precedent being complied with enumerated in this Section 7.01 on or prior to each Sale Date. In addition, prior to the initial Sale Date, the Seller shall have executed and delivered or caused to have executed and delivered the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchaser:Documents required in Section 7.03. (a) Purchaser The Seller shall have received a satisfactory review andperformed in all material respects all of its covenants and agreements contained herein which are required to be performed by it on or prior to the initial Sale Date including but not limited to compliance with applicable Agency Requirements, if necessarythe Servicing Transfer Procedures, shall have obtained a satisfactory title opinion and the obligations of the Assets, or a portion thereof;Seller set forth in Sections 2.02 through 2.04 hereof. (b) Purchaser shall have received all necessary Regulatory Approvals, if any, required to complete the transaction contemplated hereby; (c) all material obligations All of Vendor contained in this Agreement to be performed prior to or at Closing shall have been timely performed in all material respects; (d) from the Adjustment Date to the Closing Time, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered to the Purchaser at or prior to Closing, registerable discharges, no interest letters, undertakings or discontinuances to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor set forth the Seller contained in Section 4.1 are this Agreement shall be true and correct in all material respects as of each Sale Date. (c) Prior to the initial Sale Date, the Purchaser shall have completed a due diligence review relating to the Mortgage Loans, the Agency Requirements and the contents of the Servicing Files and the Seller’s prior servicing activities and shall have determined in its discretion, that, among other things: (i) the books, records and accounts of the Seller with respect to the Agencies are in order, (ii) the information provided in the Mortgage Loan Schedule is true and correct, (iii) the Mortgage Loans comply with applicable laws, regulations and all Agency Requirements; (iv) there is no missing or improper documentation: and (v) servicing is being performed in a manner consistent with the servicing that the Purchaser shall be required to perform under the Agency Requirements. During the conduct of the Purchaser’s due diligence, the Seller shall provide access to servicing records, loan files and other Seller books and records and will cooperate with the Purchaser in completing such due diligence. Purchaser agrees to hold all such information in confidence and not to use or disclose such information except pursuant to the purposes of this Agreement. In the event that (because of the flow nature of the transactions contemplated hereunder) Mortgage Loans have not yet been identified or segregated into Pools at the Closing Timetime such initial due diligence is performed, the Seller will make available for review a sample of other Mortgage Loans and representative Servicing Files with characteristics similar to those of the Mortgage Loans and related Servicing Files. Following the Purchaser’s initial due diligence, and that Vendor has performed or complied in all material respects with all upon the Purchaser’s request, the Seller shall permit the Purchaser to perform reasonable and relevant follow up on site due diligence reviews at least quarterly. The Seller acknowledges and agrees that, during the term of this Agreement, the covenants financial and obligations required other reports and the notification of changed circumstances and significant events which Seller is obligated to be performed provide Purchaser under this Agreement prior will be provided. The Purchaser’s rights to Closing;perform audits and inspections thereunder are affirmed under this Agreement. (d) The approval of the Purchaser of all documentation, tri-party agreements and such other agreements and the execution thereof by the Purchaser and the Seller as may be required to effectuate the transfer of the Servicing Rights by the Seller to the Purchaser in accordance with the Agency Requirements. (e) The Seller’s payment of the costs of securing any and all Agency approvals of the Purchaser’s acquisition of the Servicing Rights and the Seller’s payment of the costs of preparing and recording Assignments of Mortgages and/or preparing endorsements of Mortgage Notes, as required. (f) The delivery by the Seller to the Purchaser of all applicable Agency Consents and the written approval of and consent to the transfer of the Servicing Rights from any other party from whom approval is required under applicable law. (g) The Purchaser’s determination in its reasonable discretion that the Seller has the financial ability to discharge its indemnification and repurchase obligations as set forth herein. (h) There shall not have been commenced or, to the knowledge of either party hereto, threatened any action, suit or proceeding which is likely to materially or adversely affect the completion of the transactions contemplated hereby. (i) No officer, loan originator or other personnel of the Seller shall have been indicted, arraigned, convicted or shall be under investigation for any criminal offenses or any fraudulent activity related to the origination, servicing and sale of the Mortgage Loans. It is specifically understood that Crescent Banking Company is liable, along with Crescent Mortgage Services, Inc., and Crescent Bank & Trust Company, to Purchaser under this Section 7.01.

Purchaser’s Conditions. The obligation 13.1.1 Purchaser’s obligations under this Agreement are subject only to and conditioned upon the satisfaction (or waiver by Purchaser) of Purchaser to purchase the Purchased Interest from the Vendor is subject to the following conditions precedent being complied with prior to the Closing Time or such other time and date as herein set forth, which are inserted herein and made part hereof for the exclusive benefit of Purchaser and may be waived by Purchasercondition precedent: (a) Purchaser shall have received a satisfactory review andPurchaser’s determination, if necessaryin Purchaser’s sole discretion and prior to the Inspection Date, shall have obtained a satisfactory title opinion that the improvements on the Property are physically and economically acceptable to Purchaser, such determination to be accomplished by ascertaining such matters as (i) operations of the AssetsProperty and soundness of improvements, or a portion thereof;(ii) the compliance with rules, ordinances and codes of appropriate governmental authorities, (iii) the suitability of the soil and environmental conditions of the Property, and (iv) the location and effect of the Existing Exceptions so as to confirm that they will not materially interfere with Purchaser’s use of the Property. (b) Purchaser shall The representations and warranties of Seller set forth in Section 6 of this Agreement will be materially true on and as of the Closing with the same effect as though made at such time, and Seller must have received materially performed all necessary Regulatory Approvals, if any, obligations and complied with all covenants required to complete the transaction contemplated hereby; (c) all material obligations of Vendor contained in this Agreement to be performed or complied with by it prior to or at Closing shall have been timely performed Closing. 13.1.2 If the condition precedent in all material respects; (dParagraph 13.1.1(a) from the Adjustment Date is not satisfied or waived by Purchaser prior to the Closing TimeInspection Date, the Assets shall have suffered no Material Adverse Change; (e) the Vendor shall have delivered then Purchaser may terminate this Agreement by written notice to the Purchaser at Seller given on or prior to the Inspection Date. If Purchaser does not timely give notice of termination as aforesaid, Purchaser shall be deemed to have accepted the Property, waived all condition precedents to Closing, registerable dischargesat which time the Xxxxxxx Money deposit shall be non-refundable, no interest letters, undertakings or discontinuances except for Seller’s failure to discharge any Security Interests or other claims or actions held by or commenced cy any Third Party encumbering or related to satisfy the Assets or any part or portion thereof, including all discharges of Security Interests or other claims or actions contemplated to be delivered by Nordic under the Nordic Agreement; (0 of the Closing Time confirming that the representations and warranties of Vendor condition precedent set forth in Section 4.1 are true 13.2.1 hereof, and correct this Agreement shall continue in all material respects at full force and effect. 13.1.3 If the condition precedent in Paragraph 13.1.1(b) is not satisfied or waived by the Purchaser prior to the Closing TimeDate, and that Vendor has performed or complied in all material respects with all of then the covenants and obligations required to be performed under Purchaser may terminate this Agreement by written notice to Seller given on or prior to Closing;the Closing Date.