Common use of Within the Inspection Period Clause in Contracts

Within the Inspection Period. (1) Buyer shall have obtained and approved a commitment from the Title Company for an owner's title insurance policy (ALTA form) with respect to the Premises, naming Buyer as the Proposed Insured in the amount of the Purchase Price (the "Title Commitment"), together with the following: (i) All exceptions and appurtenances to title referred to in the Title Commitment; (ii) All proposed exceptions and appurtenances to title which are intended to be of record as of the Closing Date, other than those exceptions and appurtenances to title which are to be approved by Buyer pursuant to Section 12 (a) Error! Reference source not found. of this Agreement; (iii) All covenants, restrictions and other encumbrances, if any, which Seller desires that the Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the project or center in which the Premises are located or any other property; (iv) Evidence that any such covenants and restrictions for the benefit of Tenant which encumber property other than the Premises are not subject to extinguishment (e.g., by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall insure the same; (v) A copy of the most recent tax bill (and paid receipt therefor) wxxx respect to ad valorem real property taxes and assessments levied or assessed with respect to the Premises; and (2) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the zoning classification for the Premises, that the use and operation of the Premises for Tenant's proposed use is in compliance with the applicable zoning ordinance, and a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel or are legally subdivided parcels; (3) Buyer shall have approved the zoning of the Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents which Seller is required to furnish Buyer pursuant to Section 5(a) above. (4) Buyer and Tenant shall have mutually agreed upon all of the terms and conditions of the Lease to be entered into at Closing. In connection therewith, Buyer and Tenant shall, during the Inspection Period, negotiate the terms and provisions of the Lease on the basis of (but shall in no way be bound by) the form of Lease attached hereto as Exhibit D, and shall act in a commercially reasonable manner in such negotiations. Notwithstanding the foregoing, however, the final negotiated Lease to be executed at Closing shall in any event require (i) an initial term of ten (10) years commencing with the Closing Date, (ii) two (2) five (5) year renewal options, (iii) that the Premises be used and occupied by Tenant only as and for an continuing care retirement community and related ancillary uses as contemplated under the Community Lease, and (iv) that the annual minimum rental rate payable by Tenant during the term of the Lease shall be fifteen percent (15%) of the Purchase Price. (5) Buyer and Seller shall have mutually agreed on the form of the Guaranty and other documents to be executed by Buyer as contemplated hereunder in connection with the Bond Facility and Community Lease. (6) Buyer shall have received evidence that legally sufficient parking is available on the Premises without the benefit of any parking easements created on adjacent property to comply with applicable zoning requirements and that all utilities are available to and in service at the Improvements. (7) Buyer shall have obtained and approved an appraisal of the Premises. (8) Buyer shall have obtained and approved an environmental assessment of the Premises. (9) Buyer shall have obtained and approved an acceptable, updated "as-built" survey of the Premises. (10) Buyer and Tenant shall have approved the Plans which Seller is required to furnish to Buyer pursuant to Section 5(a) above. (11) Buyer shall have received informational copies of any existing architects or engineer's certificates relating to the Project in Seller's possession or control, or similar due diligence information provided in connection with the Bond Facility. (12) The transaction contemplated hereby shall have been approved by the Board of Directors of CNL Retirement Properties, Inc. ("CNL Parent"). (13) Buyer shall have approved the Permits, warranties and guaranties copies of which Seller is required to furnish to Buyer pursuant to Section 5(a) above, the originals of which shall be delivered to Buyer at the Closing. (14) Buyer shall have otherwise determined, in its sole and absolute discretion, that the Premises are satisfactory to Buyer.

Within the Inspection Period. (1i) Buyer Within ten (10) days after the Effective Date hereof, Seller shall have obtained and approved delivered to Buyer a commitment Commitment from the Title Company for an owner's ’s title insurance policy (ALTA form) with respect to the Premises, naming Buyer as the Proposed Insured in the amount of the Purchase Price applicable to that Premises and with standard exceptions deleted (the "“Title Commitment"”), together with and within the following: (i) All exceptions Inspection Period, Buyer shall have reviewed and appurtenances to title referred to in approved the Title Commitment;Commitment or approved the Title Commitment subject to satisfaction of specified objectives. (ii) All proposed exceptions Buyer shall have obtained, reviewed and appurtenances approved an ALTA as built survey for such Premises, in a form acceptable to title which are intended to be of record as Buyer, at Buyer’s sole cost and expense; provided, however, that at Closing Buyer shall receive a credit from Seller for half (1/2) of the Closing Date, other than those exceptions and appurtenances to title which are to be approved by Buyer pursuant to Section 12 (a) Error! Reference source not found. cost of this Agreement;such survey. (iii) All covenants, restrictions and other encumbrances, if any, which Seller desires that the Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the project or center in which the Premises are located or any other property; (iv) Evidence that any such covenants and restrictions for the benefit of Tenant which encumber property other than the Premises are not subject to extinguishment (e.g., by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall insure the same; (v) A copy of the most recent tax bill (and paid receipt therefor) wxxx respect to ad valorem real property taxes and assessments levied or assessed with respect to the Premises; and (2) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the zoning classification for the Premises, that the use and operation of the Premises for Tenant's proposed use is in compliance with the applicable zoning ordinance, and a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel or are legally subdivided parcels; (3) Buyer shall have approved the zoning of the Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents which Seller is required to furnish Buyer pursuant to Section 5(a) above. (4) Buyer and Tenant shall have mutually agreed upon all of the terms and conditions of the Lease to be entered into at Closing. In connection therewith, Buyer and Tenant shall, during the Inspection Period, negotiate the terms and provisions of the Lease on the basis of (but shall in no way be bound by) the form of Lease attached hereto as Exhibit D, and shall act in a commercially reasonable manner in such negotiations. Notwithstanding the foregoing, however, the final negotiated Lease to be executed at Closing shall in any event require (i) an initial term of ten (10) years commencing with the Closing Date, (ii) two (2) five (5) year renewal options, (iii) that the Premises be used and occupied by Tenant only as and for an continuing care retirement community and related ancillary uses as contemplated under the Community Lease, and (iv) that the annual minimum rental rate payable by Tenant during the term of the Lease shall be fifteen percent (15%) of the Purchase Price. (5) Buyer and Seller shall have mutually agreed on the form of the Guaranty and other documents to be executed by Buyer as contemplated hereunder in connection with the Bond Facility and Community Lease. (6) Buyer shall have received evidence that legally sufficient parking is available on the Premises without the benefit of any parking easements created on adjacent property to comply with applicable zoning requirements and that all utilities are available to and in service at the Improvements. (7) Buyer shall have obtained and approved an appraisal of the Premises. (8) Buyer shall have obtained and approved an environmental assessment of the Premises. (9) Buyer shall have obtained and approved an acceptable, updated "as-built" survey of the Premises. (10) Buyer and Tenant shall have approved the Plans which Seller is required to furnish to Buyer pursuant to Section 5(a) above. (11) Buyer shall have received informational copies of any existing architects or engineer's certificates relating to the Project in Seller's possession or control, or similar due diligence information provided in connection with the Bond Facility. (12) The transaction contemplated hereby shall have been approved by the Board of Directors of CNL Retirement Properties, Inc. ("CNL Parent"). (13) Buyer shall have approved the Permits, warranties and guaranties copies of which Seller is required to furnish to Buyer pursuant to Section 5(a) above, the originals of which shall be delivered to Buyer at the Closing. (14) Buyer shall have otherwise determined, in its sole and absolute discretion, that the Premises are is satisfactory in all respects, including, without limitation, the physical and environmental condition thereof pursuant to Buyer’s inspections conducted in accordance with Section 8 below. (iv) Buyer’s (at its expense) receipt of Satisfactory Zoning (PZR) Report and Satisfactory Property Condition Report (“PCR”); provided, however, notwithstanding anything to the contrary contained in this Agreement, if the PCR discloses any “immediate required repairs”, Buyer may elect to close and cause one hundred twenty five percent of the repair and replacement costs for the immediate required repairs to be held in escrow with the Title Company to be used by Buyer to repair and/or replace such items (subject to Seller agreeing thereto). (v) This Purchase Agreement shall terminate upon expiration of the Inspection Period unless Buyer has delivered to Seller a written notice that Buyer shall proceed with the purchase of the Premises, (the “Notice to Proceed”). If the Notice to Proceed has been timely delivered, the parties shall each be required to consummate the Closing subject only to the conditions for Closing set forth in this Agreement.

Within the Inspection Period. (1) i. The terms of this Agreement and Buyer's obligations hereunder shall have been approved by the Board of Directors of CNL American Realty Fund, Inc., a Maryland corporation. ii. Buyer shall have obtained approved the zoning of the Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents which Seller is required to furnish Buyer pursuant to Section 5.a.1.(3) above. iii. Buyer and Tenant shall have mutually agreed upon all of the terms and conditions of the Lease to be entered into at Closing. In connection therewith, Buyer and Tenant shall, during the first thirty (30) days of the Inspection Period, negotiate the terms and provisions of the Lease on the basis of (but shall in no way be bound by) the form of Lease attached hereto as Exhibit D, and shall act in a commercially reasonable manner in such negotiations. iv. Buyer shall have obtained, reviewed and approved a commitment Commitment from the Title Company for an owner's title insurance policy (ALTA form) with respect to the Premises, naming Buyer as the Proposed Insured in the amount of the Purchase Price (the "Title Commitment"), together with the following: (i1) All exceptions and appurtenances to title referred to in the Title Commitment; (ii2) All proposed exceptions and appurtenances to title which are intended to be of record as of the Closing Date, other than those exceptions and appurtenances to title which are to be approved by Buyer pursuant to Section 12 (a) Error! Reference source not found. of this Agreement; (iii) All covenants, restrictions and other encumbrances, if any, which Seller desires that the Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the project or center in which the Premises are located or any other property; (iv) Evidence that any such covenants and restrictions for the benefit of Tenant which encumber property other than the Premises are not subject to extinguishment (e.g., by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall insure the same; (v) A copy of the most recent tax bill (and paid receipt therefor) wxxx respect to ad valorem real property taxes and assessments levied or assessed with respect to the Premises; and (2) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the zoning classification for the Premises, that the use and operation of the Premises for Tenant's proposed use is in compliance with the applicable zoning ordinance, and a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel or are legally subdivided parcels; (3) A 50-year chain of title report evidencing the record ownership of the Premises during the preceding 50 years, accompanied by copies of the deeds and other instruments evidencing such record ownership. v. Buyer shall have approved any financial information on the zoning of the Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents Tenant which Seller is required to furnish to Buyer pursuant to Section 5(a) above. (4) vi. Buyer and Tenant (if different than Seller) shall have mutually agreed upon all of approved the terms and conditions of the Lease Plans which Seller is required to be entered into at Closingfurnish to Buyer pursuant to Section 5.a.i above. vii. In connection therewith, Buyer and Tenant shall, during the Inspection Period, negotiate the terms and provisions of the Lease on the basis of (but shall have received a certificate from an inspecting architect acceptable to Buyer substantially in no way be bound by) the form of Lease attached hereto as Exhibit DE (or otherwise reasonably acceptable to Buyer), and shall act a certificate from an inspecting civil engineer acceptable to Buyer substantially in a commercially reasonable manner in such negotiationsthe form attached hereto as Exhibit F (or otherwise reasonably acceptable to Buyer). Notwithstanding the foregoing, however, the final negotiated Lease to be executed at Closing shall in any event require (i) an initial term of ten (10) years commencing with the Closing Date, (ii) two (2) five (5) year renewal options, (iii) that the Premises be used and occupied by Tenant only as and for an continuing care retirement community and related ancillary uses as contemplated under the Community Lease, and (iv) that the annual minimum rental rate payable by Tenant during the term of the Lease shall be fifteen percent (15%) of the Purchase Price. (5) Buyer and Seller shall have mutually agreed on the form of the Guaranty and other documents to be executed by Buyer as contemplated hereunder pay all costs in connection with obtaining the Bond Facility and Community Leaseaforesaid certificates. (6viii. Buyer shall have approved the Permits, warranties, guaranties, Contracts, and agreements, copies of which Seller is required to furnish to Buyer pursuant to Section 5.a.i.(5), 5.a.i.(6) and 5.a.ii above, the originals of which shall be delivered to Buyer at the Closing. ix. Buyer shall have received evidence that legally sufficient parking is available on the Premises without the benefit of any parking easements created on adjacent property to comply with applicable zoning requirements and that all utilities are available to and in service at the Improvements. (7) Buyer shall have obtained and approved an appraisal of the Premises. (8) Buyer shall have obtained and approved an environmental assessment of the Premises. (9) Buyer shall have obtained and approved an acceptable, updated "as-built" survey of the Premises. (10) Buyer and Tenant shall have approved the Plans which Seller is required to furnish to Buyer pursuant to Section 5(a) above. (11) Buyer shall have received informational copies of any existing architects or engineer's certificates relating to the Project in Seller's possession or control, or similar due diligence information provided in connection with the Bond Facility. (12) The transaction contemplated hereby shall have been approved by the Board of Directors of CNL Retirement Properties, Inc. ("CNL Parent"). (13) Buyer shall have approved the Permits, warranties and guaranties copies of which Seller is required to furnish to Buyer pursuant to Section 5(a) above, the originals of which shall be delivered to Buyer at the Closing. (14) x. Buyer shall have otherwise determined, in its sole and absolute discretion, that the Premises are Property is satisfactory to Buyer. In the event that Buyer does not terminate this Agreement prior to the expiration of the Inspection period, Buyer shall, within two (2) business days after the expiration of the Inspection Period, deliver the Second Earnest Money Deposit to the Escrow Agexx xx xe held and disbursed by Escrow Agent together with the Initial Deposit.

Within the Inspection Period. (1i) Buyer Within ten (10) days after the Effective Date hereof, Seller shall have obtained and approved delivered to Buyer a commitment Commitment from the Title Company for an owner's ’s title insurance policy (ALTA form) with respect to the Premises, naming Buyer as the Proposed Insured in the amount of the Purchase Price applicable to that Premises and with standard exceptions deleted (the "“Title Commitment"”), together with and within the following: (i) All exceptions Inspection Period, Buyer shall have reviewed and appurtenances to title referred to in approved the Title Commitment;Commitment or approved the Title Commitment subject to satisfaction of specified objectives. (ii) All proposed exceptions Buyer shall have obtained, reviewed and appurtenances approved an ALTA as built survey for such Premises in a form acceptable to title which are intended to be of record as of the Closing Date, other than those exceptions and appurtenances to title which are to be approved by Buyer pursuant to Section 12 (a) Error! Reference source not found. of this Agreement;Buyer. (iii) All covenants, restrictions and other encumbrances, if any, which Seller desires that the Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the project or center in which the Premises are located or any other property; (iv) Evidence that any such covenants and restrictions for the benefit of Tenant which encumber property other than the Premises are not subject to extinguishment (e.g., by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall insure the same; (v) A copy of the most recent tax bill (and paid receipt therefor) wxxx respect to ad valorem real property taxes and assessments levied or assessed with respect to the Premises; and (2) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the zoning classification for the Premises, that the use and operation of the Premises for Tenant's proposed use is in compliance with the applicable zoning ordinance, and a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel or are legally subdivided parcels; (3) Buyer shall have approved the zoning of the Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents which Seller is required to furnish Buyer pursuant to Section 5(a) above. (4) Buyer and Tenant shall have mutually agreed upon all of the terms and conditions of the Lease to be entered into at Closing. In connection therewith, Buyer and Tenant shall, during the Inspection Period, negotiate the terms and provisions of the Lease on the basis of (but shall in no way be bound by) the form of Lease attached hereto as Exhibit D, and shall act in a commercially reasonable manner in such negotiations. Notwithstanding the foregoing, however, the final negotiated Lease to be executed at Closing shall in any event require (i) an initial term of ten (10) years commencing with the Closing Date, (ii) two (2) five (5) year renewal options, (iii) that the Premises be used and occupied by Tenant only as and for an continuing care retirement community and related ancillary uses as contemplated under the Community Lease, and (iv) that the annual minimum rental rate payable by Tenant during the term of the Lease shall be fifteen percent (15%) of the Purchase Price. (5) Buyer and Seller shall have mutually agreed on the form of the Guaranty and other documents to be executed by Buyer as contemplated hereunder in connection with the Bond Facility and Community Lease. (6) Buyer shall have received evidence that legally sufficient parking is available on the Premises without the benefit of any parking easements created on adjacent property to comply with applicable zoning requirements and that all utilities are available to and in service at the Improvements. (7) Buyer shall have obtained and approved an appraisal of the Premises. (8) Buyer shall have obtained and approved an environmental assessment of the Premises. (9) Buyer shall have obtained and approved an acceptable, updated "as-built" survey of the Premises. (10) Buyer and Tenant shall have approved the Plans which Seller is required to furnish to Buyer pursuant to Section 5(a) above. (11) Buyer shall have received informational copies of any existing architects or engineer's certificates relating to the Project in Seller's possession or control, or similar due diligence information provided in connection with the Bond Facility. (12) The transaction contemplated hereby shall have been approved by the Board of Directors of CNL Retirement Properties, Inc. ("CNL Parent"). (13) Buyer shall have approved the Permits, warranties and guaranties copies of which Seller is required to furnish to Buyer pursuant to Section 5(a) above, the originals of which shall be delivered to Buyer at the Closing. (14) Buyer shall have otherwise determined, in its sole and absolute discretion, that the Premises are is satisfactory in all respects, including, without limitation, the physical and environmental condition thereof pursuant to Buyer’s inspections conducted in accordance with Section 8 below. (iv) Buyer’s (at its expense) receipt of Satisfactory Zoning (PZR) Report and Satisfactory Property Condition Report (“PCR”); provided, however, notwithstanding anything to the contrary contained in this Agreement, if the PCR discloses any “immediate required repairs”, Buyer may elect to close and cause one hundred twenty five percent of the repair and replacement costs for the immediate required repairs to be held in escrow with the Title Company to be used by Buyer to repair and/or replace such items (subject to Seller agreeing thereto). (v) This Purchase Agreement shall terminate upon expiration of the Inspection Period unless Buyer has delivered to Seller a written notice that Buyer shall proceed with the purchase of the Premises, (the “Notice to Proceed”). If the Notice to Proceed has been timely delivered, the parties shall each be required to consummate the Closing subject only to the conditions for Closing set forth in this Agreement.

Within the Inspection Period. (1) i. The terms of this Agreement and Buyer's obligations hereunder shall have been approved by the Board of Directors of CNL American Realty Fund, Inc., a Maryland corporation. ii. Buyer shall have obtained approved the zoning of the Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents which Seller is required to furnish Buyer pursuant to Section 5.a.i.(3) above. iii. Buyer and Tenant shall have mutually agreed upon all of the terms and conditions of the Lease to be entered into at Closing. In connection therewith, Buyer and Tenant shall, during the first thirty (30) days of the Inspection Period, negotiate the terms and provisions of the Lease on the basis of (but shall in no way be bound by) the form of Lease attached hereto as Exhibit D, and shall act in a commercially reasonable manner in such negotiations. iv. Buyer shall have obtained, reviewed and approved a commitment Commitment from the Title Company for an owner's title insurance policy (ALTA form) with respect to the Premises, naming Buyer as the Proposed Insured in the amount of the Purchase Price (the "Title Commitment"), together with the following: (i1) All exceptions and appurtenances to title referred to in the Title Commitment; (ii2) All proposed exceptions and appurtenances to title which are intended to be of record as of the Closing Date, other than those exceptions and appurtenances to title which are to be approved by Buyer pursuant to Section 12 (a) Error! Reference source not found. of this Agreement; (iii) All covenants, restrictions and other encumbrances, if any, which Seller desires that the Lease establish of record for the benefit of Tenant, whether affecting the Premises, the remainder of the project or center in which the Premises are located or any other property; (iv) Evidence that any such covenants and restrictions for the benefit of Tenant which encumber property other than the Premises are not subject to extinguishment (e.g., by the foreclosure of any superior lien on the property encumbered thereby) and, if permitted by applicable law, the Title Commitment shall insure the same; (v) A copy of the most recent tax bill (and paid receipt therefor) wxxx respect to ad valorem real property taxes and assessments levied or assessed with respect to the Premises; and (2) A current letter or certificate from an appropriate municipal, county or other governmental representative confirming the zoning classification for the Premises, that the use and operation of the Premises for Tenant's proposed use is in compliance with the applicable zoning ordinance, and a final recorded plat approved by the applicable governmental authority or other acceptable evidence confirming that the Premises are a legally subdivided parcel or are legally subdivided parcels; (3) A 50-year chain of title report evidencing the record ownership of the Premises during the preceding 50 years, accompanied by copies of the deeds and other instruments evidencing such record ownership. v. Buyer shall have approved any financial information on the zoning of the Premises and its compliance with applicable zoning and subdivision laws, including without limitation the documents Tenant which Seller is required to furnish to Buyer pursuant to Section 5(a5.a.i.(2) above. (4) vi. Buyer and Tenant (if different than Seller) shall have mutually agreed upon all of approved the terms and conditions of the Lease Plans which Seller is required to be entered into at Closingfurnish to Buyer pursuant to Section 5.a.i above. vii. In connection therewith, Buyer and Tenant shall, during the Inspection Period, negotiate the terms and provisions of the Lease on the basis of (but shall have received a certificate from an inspecting architect acceptable to Buyer substantially in no way be bound by) the form of Lease attached hereto as Exhibit DE (or otherwise reasonably acceptable to Buyer), and shall act a certificate from an inspecting civil engineer acceptable to Buyer substantially in a commercially reasonable manner in such negotiationsthe form attached hereto as Exhibit F (or otherwise reasonably acceptable to Buyer). Notwithstanding the foregoing, however, the final negotiated Lease to be executed at Closing shall in any event require (i) an initial term of ten (10) years commencing with the Closing Date, (ii) two (2) five (5) year renewal options, (iii) that the Premises be used and occupied by Tenant only as and for an continuing care retirement community and related ancillary uses as contemplated under the Community Lease, and (iv) that the annual minimum rental rate payable by Tenant during the term of the Lease shall be fifteen percent (15%) of the Purchase Price. (5) Buyer and Seller shall have mutually agreed on the form of the Guaranty and other documents to be executed by Buyer as contemplated hereunder pay all costs in connection with obtaining the Bond Facility and Community Leaseaforesaid certificates. (6viii. Buyer shall have approved the Permits, warranties, guaranties, Contracts, and agreements, copies of which Seller is required to furnish to Buyer pursuant to Section 5.a.i.(5), 5.a.i.(6) and 5.a.ii above, the originals of which shall be delivered to Buyer at the Closing. ix. Buyer shall have received evidence that legally sufficient parking is available on the Premises without the benefit of any parking easements created on adjacent property to comply with applicable zoning requirements and that all utilities are available to and in service at the Improvements. (7) Buyer shall have obtained and approved an appraisal of the Premises. (8) Buyer shall have obtained and approved an environmental assessment of the Premises. (9) Buyer shall have obtained and approved an acceptable, updated "as-built" survey of the Premises. (10) Buyer and Tenant shall have approved the Plans which Seller is required to furnish to Buyer pursuant to Section 5(a) above. (11) Buyer shall have received informational copies of any existing architects or engineer's certificates relating to the Project in Seller's possession or control, or similar due diligence information provided in connection with the Bond Facility. (12) The transaction contemplated hereby shall have been approved by the Board of Directors of CNL Retirement Properties, Inc. ("CNL Parent"). (13) Buyer shall have approved the Permits, warranties and guaranties copies of which Seller is required to furnish to Buyer pursuant to Section 5(a) above, the originals of which shall be delivered to Buyer at the Closing. (14) x. Buyer shall have otherwise determined, in its sole and absolute discretion, that the Premises are Property is satisfactory to Buyer. In the event that Buyer does not terminate this Agreement prior to the expiration of the Inspection period, Buyer shall, within two (2) business days after the expiration of the Inspection Period, deliver the Second Earnest Money Deposit to the Escrow Agexx xx xe held and disbursed by Escrow Agent together with the Initial Deposit.