Common use of Conditions in Favor of the REIT Clause in Contracts

Conditions in Favor of the REIT. The respective obligations of the REIT to effect the transactions described in ARTICLE I and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part by the REIT: (a) The Underlying DST (17% OWNERSHIP), and each indirect interest therein to be acquired as part of the Subject DST (17% OWNERSHIP), shall not be subject to any liens or encumbrances or restrictions other than the Seller Mortgage and customary title encumbrances that do not materially decrease the estimated fair value of the Underlying DST (17% OWNERSHIP) as of the date of this Agreement; (b) The amount of the liabilities and obligations assumed with respect to the Subject DST (17% OWNERSHIP), including entity level payables, liabilities, or assumed obligations, shall be acceptable to the REIT; (c) There shall not have been any material adverse change with respect to the Underlying DST (17% OWNERSHIP), or any events that are expected to materially change the operating expenses of the Underlying DST (17% OWNERSHIP), it being acknowledged that any change that would change the value or the annual operating expenses by 3% or more shall be deemed to be material for the purposes of this Agreement.

Conditions in Favor of the REIT. The respective obligations of the REIT to effect the transactions described in ARTICLE I and the other transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Date of the following conditions, any or all of which may be waived, in whole or in part by the REIT: (a) The Underlying DST (177% OWNERSHIP), and each indirect interest therein to be acquired as part of the Subject DST (177% OWNERSHIP), shall not be subject to any liens or encumbrances or restrictions other than the Seller Mortgage and customary title encumbrances that do not materially decrease the estimated fair value of the Underlying DST (177% OWNERSHIP) as of the date of this Agreement; (b) The amount of the liabilities and obligations assumed with respect to the Subject DST (177% OWNERSHIP), including entity level payables, liabilities, or assumed obligations, shall be acceptable to the REIT; (c) There shall not have been any material adverse change with respect to the Underlying DST (177% OWNERSHIP), or any events that are expected to materially change the operating expenses of the Underlying DST (177% OWNERSHIP), it being acknowledged that any change that would change the value or the annual operating expenses by 3% or more shall be deemed to be material for the purposes of this Agreement.