Common use of Additional Deposit Clause in Contracts

Additional Deposit. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline: (a) the Initial Deposit shall become non-refundable to Buyer except in the event of the Seller's breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration of the Due Diligence Deadline, Buyer shall deposit the Additional Deposit with Escrow Holder by wire transfer of immediately available funds and the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, and, if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreement, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Additional Deposit. Unless Buyer terminates If Purchaser does not terminate this Agreement as and in the manner provided in Section 2(c) hereof, then no later than the two business days after the date of expiration of the Feasibility Period, Purchaser shall deliver to Commercial Property Title, LLC, attention ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as agent of First American Title Insurance Company (the “Escrow Agent”), immediately available funds in the amount of SEVEN MILLION DOLLARS ($7,000,000.00) (the “Additional Deposit”) as an additional ▇▇▇▇▇▇▇ money deposit hereunder, which Additional Deposit, together with all interest and/or other income earned thereon and the proceeds thereof, shall be held and invested, and applied or released by the Escrow Agent in accordance with Section 3(a) hereof; provided, however, if for any reason Purchaser shall fail to deliver the terms of Section 4.2Additional Deposit as and in the manner provided in the preceding sentence, then upon and in such event and notwithstanding any provision of this Agreement express or implied to the expiration of the Due Diligence Deadline: (a) contrary, this Agreement thereupon automatically shall terminate, the Initial Deposit shall become non-refundable be fully earned by Seller and neither party shall have any further rights against or obligations to Buyer the other hereunder except in the event of the Seller's breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration of the Due Diligence Deadline, Buyer shall deposit the Additional Deposit with Escrow Holder by wire transfer of immediately available funds and the . The Additional Deposit shall be non-refundable to Buyer Purchaser except in the event of Seller's breach a default by Seller under this Agreement or as otherwise expressly provided in this Agreementfailure of a condition under Section 11(a) hereof, and shall be applied to the Purchase Price at Closing. The Initial Deposit and, when madeAs used herein, the Additional term “Deposit” shall mean, collectively, the Initial Deposit, and, if madeand when paid, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as (and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in all interest and/or other income earned thereon and set forth in the Parallel Agreement, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligationsall proceeds thereof).

Additional Deposit. Unless Buyer terminates this Agreement Within one (1) Business Day after the expiration of the “Due Diligence Period” (as hereinafter defined), Purchaser shall deposit with Escrowee, by wire transfer of immediately available federal funds to the Escrow Account, the sum of One Million and 00/100th’s Dollars ($1,000,000.00) (together with all interest thereon, the “Additional Deposit”; the Initial Deposit (less the Independent Consideration) and the Additional Deposit, collectively, the “Deposit”), which Additional Deposit shall be held by Escrowee in accordance with the terms of Section 4.2, then upon the expiration and conditions of the Due Diligence Deadline: Escrow Agreement. If Purchaser shall not deposit the Additional Deposit prior to the date that is (a) the Initial Deposit shall become non-refundable to Buyer except in the event of the Seller's breach or as otherwise expressly provided in this Agreement, and (b) within two (21) Business Days Day after the expiration of the Due Diligence DeadlinePeriod, Buyer Escrowee shall deposit promptly return the Additional Initial Deposit with Escrow Holder to Purchaser (provided, however, that if Sellers have notified Purchaser in writing that Purchaser is in breach of any of its obligations under this Agreement (a “Pre-Closing Breach”), Escrowee shall release the Initial Deposit to Purchaser, less any amounts Sellers notify Purchaser and Escrowee in writing (which notification must be given no more than five (5) Business Days after Purchaser’s request for the return of the Initial Deposit) that Escrowee needs to holdback to cover any loss estimated by wire transfer Sellers to have occurred as a result of immediately available funds Purchaser’s Pre-Closing Breach (“Pre-Closing Breach Amount”), which Pre-Closing Breach Amount shall be held by Escrowee until such time as either (x) Purchaser and Sellers reach an agreement and jointly notify Escrowee in writing as to the amount Sellers are owed for Purchaser’s Pre-Closing Breach, and the Additional Deposit shall remaining amount, if any, to be nonreleased to Purchaser, or (y) the Purchaser’s Pre-refundable Closing Breach has been fully adjudicated and Escrowee receives a final judgment, order, ruling or injunction issued by a court of competent jurisdiction). Notwithstanding the foregoing or anything to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when madecontrary contained herein, the Additional Deposit, and, if made, the Extension Deposit, are collectively referred failure of Sellers to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited assert a Pre-Closing Breach prior to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreement, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after Business Day period provided for herein shall not in any way constitute a waiver of Sellers’ rights to subsequently assert the existence of such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving ObligationsPre-Closing Breach.

Additional Deposit. Unless Buyer terminates notifies Seller prior to 5:00 ------------------ p.m. (Pacific Time) on the Approval Date that there are Pre-Closing Conditions (defined below) remaining unsatisfied and that Buyer will not waive such conditions (any such notice shall serve as a termination of this Agreement in accordance with Agreement), (i) at the terms of Section 4.2, then upon the expiration end of the Due Diligence Deadline: (a) Conditions Period the Initial Deposit shall become non-non- refundable to Buyer except in the event of the Seller's breach or as otherwise expressly provided in this AgreementBuyer, and (bii) within two one (21) Business Days business day after the expiration of the Due Diligence Deadline, Approval Date Buyer shall place on deposit into the Escrow Account, the amount of Five Hundred Thousand Dollars ($500,000) as the additional deposit (the "Additional Deposit"). The Escrow Holder shall cause the Additional Deposit with to be placed into an interest bearing bank account acceptable to Buyer and Seller. Any interest earned on the Additional Deposit shall be included as part of the Additional Deposit. The Additional Deposit shall be retained in the Escrow Holder by wire transfer of immediately available funds Account until the Closing (defined below), and the Additional Deposit shall be non-refundable to Buyer except in Buyer; provided, however, the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, and the -------- ------- Additional Deposit, and, if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all Deposit (including any interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit earned thereon) shall be credited refundable to Buyer if all of the Purchase Price. Unless Buyer's Closing Conditions (defined below) are not satisfied or otherwise waived by Buyer terminates this Agreement in accordance with the terms provisions of Section 4.24.3 of this Agreement, then upon or, at Buyer's election, if Seller fails to complete the expiration sale of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreement, such failure shall constitute a material breach Property by reason of this Agreement by Buyer and any default of Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligations5.

Additional Deposit. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline: Within three (a) the Initial Deposit shall become non-refundable to Buyer except in the event of the Seller's breach or as otherwise expressly provided in this Agreement, and (b) within two (23) Business Days after the expiration of all applicable appeal and challenge periods and ▇▇▇▇▇ has obtained final non-appealable approval from the Due Diligence Deadlineapplicable Authority of a rezoning and amendment to the Miami-Dade County Comprehensive Development Master Plan of the Property allowing for the Proposed Use, Buyer shall deposit deliver the Additional Deposit with to Escrow Holder by wire transfer of Agent, which shall immediately available funds and the Additional Deposit shall be deemed to be non-refundable to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, and, if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter If ▇▇▇▇▇ fails to deliver the Additional Deposit into to Escrow Agent within such period as required above, then at any time prior to delivery of the Additional Deposit to Escrow Account strictly as and when contemplated herein or if Buyer fails to Agent, Seller may deliver the an “Additional DepositDeposit Default Notice” into Escrow (as defined in and set forth in the Parallel Agreement, such failure shall constitute a material breach of this Agreement by below) to Buyer and Seller shall have Escrow Agent. If an Additional Deposit Default Notice is so delivered and the right, by delivering written notice Additional Deposit is not delivered to Escrow Holder and Buyer Agent within five (5) days Business Days after such failuredelivery, to terminate then this Agreement will automatically terminate and receive and retain the Initial Deposit shall thereafter be immediately disbursed to Seller as agreed upon and liquidated damages pursuant to Section 5.1 belowdamages. An “Additional Deposit Default Notice” means a notice stating in all capital letters that “THE ADDITIONAL DEPOSIT WAS NOT DELIVERED WITHIN THE REQUISITE TIME PERIOD. IF BUYER FAILS TO DELIVER TO ESCROW AGENT THE ADDITIONAL DEPOSIT IN IMMEDIATELY AVAILABLE FUNDS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DELIVERY OF THIS NOTICE, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving ObligationsTHEN THE AGREEMENT WILL AUTOMATICALLY TERMINATE, IN WHICH EVENT THE INITIAL DEPOSIT WILL BE IMMEDIATELY PAID TO SELLER.”

Additional Deposit. Unless Buyer terminates this Agreement in accordance (a) Simultaneously with the execution and delivery hereof, Prime has (i) deposited with Landlord the sum (the "ADDITIONAL DEPOSIT") of Two Million Five Hundred Thousand Dollars ($2,500,000) as security the payment and performance of each and every obligation of the Tenant to Landlord under the Amended Lease and the Incidental Documents, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Amended Lease and (ii) contributed to Assignee the right to receive any interest due on the Additional Deposit during the Term pursuant to the terms hereof. Landlord shall have no obligation to hold the Additional Deposit in a segregated account and may commingle the same with its general funds. Provided that no Event of Section 4.2Default shall have occurred and be continuing, then upon Landlord shall credit the Tenant with interest on any unapplied balance of the Additional Deposit at a rate of 9% per annum. Such interest shall be credited against the rent and other charges due under the Amended Lease in arrears and pro rated with respect to any partial month. Upon the earlier of the expiration of the Due Diligence Deadline: Amended Lease and the payment and performance of each and every obligation of the Tenant to Landlord and HPT under the Lease and Incidental Documents and the termination of Prime's obligation to keep the Additional Deposit with Landlord pursuant to Section 11(b) below, provided no Event of Default shall have occurred and be continuing, Landlord shall refund any unapplied balance of the Additional Deposit, together with any accrued and unpaid (aor uncredited) the Initial Deposit shall become non-refundable interest with respect thereto, to Buyer except in Prime. In the event Landlord shall fail to refund any unapplied balance of the Seller's breach or as otherwise expressly provided in this AgreementAdditional Deposit and accrued interest to Prime on the date due, and Landlord shall thereafter pay Prime interest thereon at the Overdue Rate until paid. (b) Provided that no (i) monetary Default, (ii) Default as to which Notice thereof has been given to Tenant or (iii) Event of Default shall have occurred and be continuing under the Amended Lease, (iv) Cash Flow for a period of twelve (12) full consecutive Accounting Periods equals or exceeds Thirty-Four Million Fifteen Thousand Dollars ($34,015,000) with respect to such period and (v) Landlord shall receive a schedule evidencing the foregoing, in form and substance reasonably satisfactory to Landlord prepared by a, so-called, "Big-Five" accounting firm or such other certified public accountants as are approved by Landlord (such approval not to be unreasonably withheld, delayed or conditioned), the obligation of Prime to keep the Additional Deposit with Landlord shall terminate ten (10) Business Days after delivery to Landlord of the financial statements described in clause (v) preceding, and Landlord shall, within two ten (210) Business Days after the expiration written request of the Due Diligence DeadlinePrime, Buyer shall deposit pay any unapplied balance of the Additional Deposit to Prime, together with Escrow Holder by wire transfer any accrued and unpaid interest thereon. (c) If, in connection with the assignment in whole or in part of immediately available funds and the Amended Lease, Landlord or any successor holder of the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, transfer the Additional DepositDeposit to someone having a Net Worth of not less than ten (10) times the unapplied balance thereof, and, if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit Landlord or any such successor shall be credited relieved of all of their obligations with respect to the Purchase PriceAdditional Deposit and interest thereon. Unless Buyer terminates this Agreement If such successor shall not satisfy the aforesaid Net Worth requirement, Landlord shall, in a guaranty in form and substance reasonably satisfactory to Prime, guaranty the payment of the Additional Deposit and interest thereon in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel this Agreement, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Additional Deposit. Unless Buyer terminates this Agreement in accordance (a) Simultaneously with the execution and delivery hereof, Prime has (i) deposited with Landlord the sum (the "ADDITIONAL DEPOSIT") of Two Million Five Hundred Thousand Dollars ($2,500,000) as security the payment and performance of each and every obligation of the Tenant to Landlord under the Amended Lease and the Incidental Documents, whether now existing or hereafter arising, and including, without limitation, the payment of the full amount of the Rent payable under the Amended Lease and (ii) contributed to Assignee the right to receive any interest due on the Additional Deposit during the Term pursuant to the terms hereof. Landlord shall have no obligation to hold the Additional Deposit in a segregated account and may commingle the same with its general funds. Provided that no Event of Section 4.2Default shall have occurred and be continuing, then upon Landlord shall credit the Tenant with interest on any unapplied balance of the Additional Deposit at a rate of 9% per annum. Such interest shall be credited against the rent and other charges due under the Amended Lease in arrears and pro rated with respect to any partial month. Upon the earlier of the expiration of the Due Diligence Deadline: (a) Amended Lease and the Initial Deposit shall become non-refundable to Buyer except in the event payment and performance of each and every obligation of the SellerTenant to Landlord and HPT under the Lease and Incidental Documents and the termination of Prime's breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration of the Due Diligence Deadline, Buyer shall deposit obligation to keep the Additional Deposit with Escrow Holder Landlord pursuant to Section 11(b) below, provided no Event of Default shall have occurred and be continuing, Landlord shall refund any unapplied balance of the Additional Deposit, together with any accrued and unpaid (or uncredited) interest with respect thereto, to Prime. In the event Landlord shall fail to refund any unapplied balance of the Additional Deposit and accrued interest to Prime on the date due, Landlord shall thereafter pay Prime interest thereon at the Overdue Rate until paid. (b) Provided that no (i) monetary Default, (ii) Default as to which Notice thereof has been given to Tenant or (iii) Event of Default shall have occurred and be continuing under the Amended Lease, (iv) Cash Flow for a period of twelve (12) full consecutive Accounting Periods equals or exceeds Thirty-Four Million Fifteen Thousand Dollars ($34,015,000) with respect to such period and (v) Landlord shall receive a schedule evidencing the foregoing, in form and substance reasonably satisfactory to Landlord prepared by wire transfer a, so-called, "Big-Five" accounting firm or such other certified public accountants as are approved by Landlord (such approval not to be unreasonably withheld, delayed or conditioned), the obligation of immediately available funds and Prime to keep the (c) If, in connection with the assignment in whole or in part of the Amended Lease, Landlord or any successor holder of the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, transfer the Additional DepositDeposit to someone having a Net Worth of not less than ten (10) times the unapplied balance thereof, and, if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit Landlord or any such successor shall be credited relieved of all of their obligations with respect to the Purchase PriceAdditional Deposit and interest thereon. Unless Buyer terminates this Agreement If such successor shall not satisfy the aforesaid Net Worth requirement, Landlord shall, in a guaranty in form and substance reasonably satisfactory to Prime, guaranty the payment of the Additional Deposit and interest thereon in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel this Agreement, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Additional Deposit. Unless Buyer terminates For all purposes of this Agreement other than Section 16.2, the Additional Deposit is allocated between the Majority Real Property and the Pima Real Property as set forth on Exhibit M attached hereto. As used herein, the term “Additional Deposit” shall mean, in accordance each case, only the portion of the Additional Deposit allocated to the applicable property (i.e., the Majority Real Property or the Pima Real Property) as set forth on Exhibit M, as the context requires. For the avoidance of doubt, each portion of the Additional Deposit shall be held, disbursed, and applied only with respect to the terms of real property to which it is allocated; provided, however, that if this Agreement is terminated pursuant to Section 4.216.2, below, then upon Seller shall be entitled to receive and retain the entirety of the Additional Deposit (or the remaining balance thereof, if a portion thereof was previously applied toward the Purchase Price at the initial Closing pursuant to Section 4.5 below) regardless of such allocation. On or before the expiration of the Due Diligence Deadline: Property Approval Period, and provided ▇▇▇▇▇ has timely delivered the Approval Notice, Buyer shall deliver to each Escrow Holder the portion of the Additional Deposit allocated to the applicable real property, as set forth on Exhibit M (a) the Additional Deposit, together with the Initial Deposit, shall be hereafter referred to as the “Deposit”). Upon receipt by Escrow Holder, the Additional Deposit shall become non-refundable to Buyer (provided that the Approval Notice has been delivered) except in the event of the Seller's breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration of the Due Diligence Deadline, Buyer shall deposit the Additional Deposit with Escrow Holder by wire transfer of immediately available funds and the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, and, if made, the Extension Deposit, are collectively referred failure of Buyer to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms timely deliver any portion of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into hereunder shall, notwithstanding anything to the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined contrary contained in and set forth this Agreement, result in the Parallel automatic termination of this Agreement, such failure shall constitute a material breach in which event any portion of this Agreement the Deposit previously delivered by Buyer and Seller shall have the right, by delivering written notice to an Escrow Holder shall be returned to Buyer. The Additional Deposit together with interest accrued thereon shall be (i) applied and Buyer within five credited toward payment of the Purchase Price at the Close of Escrow, or (5ii) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit retained by Seller as liquidated damages pursuant to Section 5.1 16.2, below, or (iii) returned to Buyer if (A) this Agreement is terminated, and thereafter neither party shall have any further rights the provisions of Sections 4.4 or obligations hereunder except for the Surviving Obligations13 apply, (B) this Agreement is terminated because of a breach by Seller, or (C) this Agreement is terminated by Seller pursuant to Section 26.

Additional Deposit. Unless Provided that Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline: (a) the Initial Deposit shall become non-refundable to Buyer except in the event of the Seller's breach or as otherwise expressly provided in has not earlier terminated this Agreement, and within one (b1) within two (2) Business Days business day after the expiration of the Due Diligence Deadline, Conditions Period Buyer shall place on deposit into the Escrow Account, the amount of Two Hundred Fifty Thousand Dollars ($250,000.00) as an additional deposit (the "Additional Deposit"). The Escrow Holder shall cause the Additional Deposit to be placed into an interest bearing bank account acceptable to Seller. Any interest earned on the Additional Deposit shall be included as part of the Additional Deposit. The Additional Deposit shall be retained in the Escrow Account until the Closing (defined below). Subject to the satisfaction of all of the Closing Conditions (defined below) in accordance with Escrow Holder by wire transfer the provisions of immediately available funds and this Agreement, the Additional Deposit shall be non-refundable to Buyer. If Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, and, if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreementherein, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, right to terminate this Agreement by delivering written notice thereof to Escrow Holder and Buyer within five (5) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, at any time and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligationsindemnities contained in Sections 4.4 and 15 below and Buyer's obligations under Section 4.3 below to deliver to Seller the Due Diligence Materials (defined below). The Initial Deposit and Additional Deposit are collectively referred to herein as "Deposits".

Additional Deposit. Unless Buyer terminates If Purchaser elects not to terminate this Agreement in accordance with under Section 5.5, Purchaser shall, on or before the terms of Section 4.2, then upon the expiration end of the Due Diligence Deadline: Feasibility Period, deposit ONE MILLION AND NO/100 DOLLARS (a$1,000,000.00) (the Initial Deposit “Additional Deposit”) with Escrow Agent in immediately available federal funds. If Purchaser shall become non-refundable fail to Buyer except in the event of the Seller's breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration of the Due Diligence Deadline, Buyer shall deposit the Additional Deposit with Escrow Holder by wire transfer within the time period provided for above, Seller may at any time prior to the deposit of immediately available funds and the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, andterminate this Agreement, if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest in which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit case this Agreement shall be credited to the Purchase Price. Unless Buyer terminates this Agreement null and void ab initio and in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to such event Escrow Agent shall immediately deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreement, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 belowSeller and thereafter, and thereafter neither party shall have any further rights or obligations hereunder to the other hereunder, except as otherwise set forth in this Agreement. As used herein, the term “Deposit” means the Initial Deposit and the Additional Deposit, together with all interest accrued thereon. The Initial Deposit (and to the extent paid by Purchaser upon satisfaction of matters related to the Feasibility Period and title and Survey contingencies, the Additional Deposit) shall automatically become nonrefundable upon the expiration of the Feasibility Period (as defined in Section 5.1 below), unless Purchaser terminates (or is deemed to have terminated) this Agreement in accordance with the express provisions of this Agreement and Purchaser is entitled to the immediate return of the Initial Deposit (and to the extent paid by Purchaser upon satisfaction of matters related to the Feasibility Period and title and Survey contingencies, the Additional Deposit) in accordance with the express provisions of Section 5.5 of this Agreement. Upon such delivery of the Deposit to Purchaser, this Agreement shall terminate and neither Seller nor Purchaser shall have any further rights or obligations hereunder, except for the Surviving ObligationsTermination Obligations (as defined in Section 16.12 herein), which shall survive such termination.

Additional Deposit. Unless (i) On or before the date (the “Additional Deposit Funding Date”) that is ten (10) days after the date of issuance of the Assessment Notice by the Tax Administration, and subject to satisfaction of the Additional Deposit Conditions Precedent (as defined in Section 1.3(c) below), Buyer terminates this Agreement shall deliver to and deposit with MFG, in accordance with the terms wiring instructions set forth on Exhibit B attached hereto, (1) an additional amount (the “Additional Deposit”) sufficient to cause the total amount on deposit with MFG pursuant to this Agreement to equal the amount of Section 4.2US$5,127,340.00 (“Estimated Assessment Amount”), then upon the expiration of the Due Diligence Deadline: (a) the Initial Deposit shall become non-refundable to Buyer except in the event of the Seller's breach or as otherwise expressly provided in this Agreementplus, and (b) within two (2) Business Days after the expiration amount required to cover the registration fees payable to facilitate the registration of the Due Diligence Deadline, Buyer shall deposit the Additional Deposit with Escrow Holder by wire transfer of immediately available funds the Hotel Land in the name of Buyer (being approximately 0.5% of the consideration for the Hotel Land) (the “Registration Fees”) and an additional estimated amounts to cover any bank charges payable in connection with dealing with these funds. The amount deposited by Buyer with MFG pursuant to this Section 1.3(b)(i) together with any interest thereon shall be referred to hereinafter as the “Additional Deposit.” The ▇▇▇▇▇▇▇ Money and the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, and, if made, the Extension Deposit, are sometimes collectively referred to herein as the "“Deposit" .” Buyer shall promptly deliver confirmation to Lender and shall include all interest which accrues thereon while held by Escrow Holder. Upon Owner and MFG that Buyer has initiated a wire transfer to MFG of the Closing, the Additional Deposit. (ii) The Deposit shall be credited held in escrow by MFG with its bankers, the National Commercial Bank Jamaica Limited (the “Escrow Bank”), in an interest bearing account and disbursed by MFG pursuant to this Agreement and the Escrow Agreement to be entered into by the Parties and MFG in the form attached hereto as Exhibit K. (iii) The Deposit shall be applied toward the payment of the Purchase Price in accordance with this Agreement or, in the event the Closing (as defined in Section 1.5 below) does not occur, (1) the ▇▇▇▇▇▇▇ Money shall be disbursed to Lender or Buyer in accordance with this Agreement; and (2) the Additional Deposit shall be returned to Buyer. (iv) If the Assessment Notice is not issued within twenty-one (21) days of HMF’s delivery of this Agreement to the Purchase PriceTax Administration in accordance with Section 1.3(a)(ii) above, this Agreement shall terminate automatically and the Parties shall have no further liability hereunder to the other Parties (except as expressly stated otherwise in this Agreement). Unless Buyer terminates The Parties undertake and agree that in the event of the termination of this Agreement pursuant to this Section 1.3(b)(iv) they shall issue to MFG a joint notice signed by a representative of each Party acknowledging the termination of this Agreement in accordance with this Section 1.3(b)(iv) and directing MFG to pay the terms ▇▇▇▇▇▇▇ Money to Buyer in accordance with wire instructions provided by the Buyer in writing to MFG, and MFG shall thereupon be authorized and directed to make such payment to Buyer. The provisions of this Section 4.21.3(b)(iv) shall survive the termination of this Agreement. (v) If the Assessment Notice is issued within the twenty-one (21) day period described in Section 1.3(b)(iv) above, then upon but reflects an aggregate assessed value for the expiration Assets in excess of the Due Diligence Deadline if Buyer thereafter fails Estimated Assessed Amount, the procedure described in this Section 1.3(b)(v) shall apply with respect to deliver the Additional Deposit into payment of the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver portion of the Assessed Amounts which exceeds the Estimated Assessed Amounts (such portion, the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreement, such failure shall constitute a material breach of this Agreement by Buyer and Seller Increased Assessed Amounts”). (1) Lender shall have the right, but not the obligation, to elect to fund the Increased Assessed Amounts by delivering electronic delivery of written notice to Escrow Holder Owner, Buyer, MFG and Buyer HMF within five two (52) days following Lender’s receipt from HMF of a copy of the Assessment Notice. In the event Lender elects to fund the Increased Assessed Amounts in accordance with this Section 1.3(b)(v)(1), Lender shall pay to HMF on or before the Additional Deposit Funding Date an amount equal thereto (the “Lender’s Stamp Duty Contribution”). (2) If Lender does not elect to fund the Increased Assessed Amounts as provided above, this Agreement shall terminate without further action by any Party, and the Parties undertake and agree that in this event they shall issue to MFG a joint notice signed by a representative of each Party acknowledging the termination of this Agreement in accordance with this Section 1.3(b)(v)(2) and directing MFG to pay the ▇▇▇▇▇▇▇ Money to Buyer (less any bank charges related thereto) in accordance with wire instructions provided by the Buyer in writing to MFG, and upon receipt of such joint notice MFG shall thereupon be authorized and directed to make such payment to Buyer and no Party shall thereafter have any liability hereunder to any other Party (except as expressly stated otherwise in this Agreement). The provisions of this Section 1.3(b)(v)(2) shall survive the termination of this Agreement. (vi) Within two (2) business days after the Additional Deposit Funding Date provided that the Escrow Bank has confirmed that it has received the Additional Deposit, MFG is hereby authorized and directed to convert to Jamaican dollars so much of the Deposit as is required to settle and pay the Assessed Amounts or the Assessed Amounts less any Lender’s Stamp Duty Contribution, as the case may be, (it being understood that any bank charges related to such failureconversion shall be deducted from the Deposit and that such conversion shall be undertaken at the exchange rate charged by the Escrow Bank), and MFG shall then deliver to HMF a cheque for the Assessed Amounts or the Assessed Amounts less any Lender’s Stamp Duty Contribution, as the case may be, made payable to the Tax Administration together with a cheque (the “NLA Cheque”) for the Registration Fees made payable to the National Land Agency. The NLA Cheque shall be held by HMF in escrow and shall be used solely for the purposes of causing the transfer of the Hotel Land to be registered in the name of the Buyer or its permitted assignee. (vii) HMF shall, upon receipt of the amounts sufficient to pay the Assessed Amounts (including any Lender’s Stamp Duty Contribution, if applicable) promptly, but in any event within one (1) business day of receipt of the same, pay the Assessed Amounts to the Tax Administration; (viii) HMF shall use all reasonable efforts to ensure that Tax Administration diligently affixes the required stamps to the Agreement following such payment, and that the duly stamped Agreement is promptly collected from Tax Administration following stamping; (ix) Upon receipt of the duly stamped Agreement from Tax Administration, HMF shall (1) promptly deliver a duly stamped copy of the Agreement, together with a copy of the Transfer Tax Receipt, to terminate each of the Parties and (2) hold the original duly stamped Agreement together with the Original Transfer Tax Receipt in escrow on behalf of the Parties, to be released only pursuant to and in accordance with this Agreement. (x) HMF is hereby authorized and directed following receipt of the undertaking referred to in Section 9.2 to submit the original duly stamped Agreement to the Tax Administration for the purposes of causing any instruments of transfer required to facilitate the completion of the transaction contemplated in this Agreement to be duly cross-stamped reflecting the payment of the Assessed Amount, and HMF shall, upon the return to it of the original duly stamped Agreement by the Tax Administration continue to hold same in escrow to be released only pursuant to and in accordance with this Agreement. (xi) In the event that this Agreement is terminated in accordance with its terms at any time prior to the completion of registration of the Hotel Land in the name of the Buyer or its permitted assignee, the Parties undertake and agree that they shall issue to MFG and HMF a joint notice signed by a representative of each Party acknowledging the termination of this Agreement and receive and retain directing MFG to issue directions to the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except Escrow Bank for the Surviving Obligationscancellation of the NLA Cheque and directing the payment by MFG to Buyer of the Registration Fees (together with any interest thereon but less any bank charges related thereto) in accordance with wire instructions provided by the Buyer in writing to MFG. Upon receipt of such joint notice MFG shall thereupon be authorized and directed to issue such directions to the Escrow Bank and make such payment to Buyer and HMF’s authority hereunder to use the NLA Cheque to facilitate registration shall thereupon terminate. The provisions of this Section 1.3(b)(xi) shall survive the termination of this Agreement.

Additional Deposit. Unless As a material condition precedent to the continued effectiveness of this Agreement, if Buyer terminates has not elected to cancel and terminate this Agreement in accordance with the terms of pursuant to Section 4.23.3 below, then upon no later than the expiration of the Due Diligence Deadline: Contingency Period, as defined herein, Buyer will deposit with the Escrow Agent an additional Two Hundred Fifty Thousand Dollars (a$250,000.00) (the “Additional Deposit”), which will be held by the Escrow Agent in an interest bearing account, pursuant to Section 10.17 herein. If Buyer fails to pay the Additional Deposit to the Escrow Agent within the time period required above, then, without further notice or demand by Seller, this Agreement will automatically lapse and terminate by reason of the failure of a condition precedent, the Initial Deposit shall become non-refundable will be paid by the Escrow Agent to Buyer, and Buyer and Seller will be released and relieved from all obligations and liabilities hereunder, except in that the event Buyer will return all of the Property Information to Seller's breach , and Buyer and Seller will continue to be liable for those obligations that expressly survive the cancellation or as otherwise expressly provided in termination of this Agreement. The Initial Deposit and the Additional Deposit are referred to herein collectively from time to time as the “▇▇▇▇▇▇▇ Money.” If the Closing as contemplated hereunder should occur, then the ▇▇▇▇▇▇▇ Money will be paid by the Escrow Agent to Seller at the Closing, and (b) within two (2) Business Days the ▇▇▇▇▇▇▇ Money will be credited against the Purchase Price payable by Buyer to Seller at the Closing. From and after the expiration of the Due Diligence DeadlineContingency Period (as defined herein), Buyer shall deposit all of the Additional Deposit with Escrow Holder by wire transfer of immediately available funds and the Additional Deposit shall ▇▇▇▇▇▇▇ Money will be non-refundable to Buyer except in all respects; notwithstanding the event foregoing, all of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, and, ▇▇▇▇▇▇▇ Money will be refundable to Buyer if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms is canceled and terminated by Buyer by reason of Section 4.29.7 (“Buyer’s Closing Conditions”), then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the under Section 10.1 (“Additional Deposit” into Escrow as defined in and set forth in the Parallel AgreementRemedies”), such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the rightSection 3.3 (“Approval; Non-Satisfaction), by delivering written notice to Escrow Holder and Buyer within five Section 5.3 (5) days after such failure“Title Objections”), to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below6.1 (“Casualty”), and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving ObligationsSection 6.2 (“Condemnation”).

Additional Deposit. Unless Upon the expiration of the Contingency Period, provided Buyer terminates has not earlier terminated this Agreement in accordance with the terms any of Section 4.2, then upon the expiration of the Due Diligence Deadline: (a) the Initial Deposit shall become non-refundable its rights to Buyer except in the event of the Seller's breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration of the Due Diligence Deadlinedo so contained herein, Buyer shall deposit the Additional Deposit or cause to be deposited with Escrow Holder by wire transfer in Immediately Available Funds, the additional sum of immediately available funds Fifty Thousand and 00/100 Dollars ($50,000.00) (the "Additional Deposit"). Upon Escrow Holder's receipt of the Additional Deposit Deposit, Escrow Holder shall be non-refundable to Buyer except immediately invest it in the event of Seller's breach or as otherwise expressly provided interest bearing account described in this AgreementParagraph 3(a) above. The Initial Deposit and, when made, and the Additional Deposit, andor so much thereof as shall have then been deposited into Escrow, if madetogether with all interest accrued thereon, the Extension Deposit, are shall collectively hereinafter be referred to herein as the "Deposit." The Deposit shall be nonrefundable to Buyer in the event this Agreement and shall include the Escrow is thereafter cancelled by reason of a default by Buyer or a breach by Buyer of any covenant, representation or warranty contained herein, as provided in and subject to the provisions of Paragraph 16(a) hereof. The Deposit and all interest which accrues shall accrue thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited applied to the payment of the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then Price upon the expiration Close of the Due Diligence Deadline if Escrow, or refunded to Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreement, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate event this Agreement and receive and retain the Initial Deposit as liquidated damages Escrow is cancelled for any reason other than a default by Buyer or a breach by Buyer of any covenant, representation or warranty hereunder, in which case the Deposit, together with any interest accrued thereon, shall be delivered to Seller pursuant to Section 5.1 Paragraph 16(a) below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Additional Deposit. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline: (a) the Initial Deposit shall become non-refundable to Buyer except in the event of the Seller's ’s breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration of the Due Diligence Deadline, Buyer shall deposit the Additional Deposit with Escrow Holder by wire transfer of immediately available funds and the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's ’s breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, and, if made, the Extension Deposit, are collectively referred to herein as the "“Deposit" ” and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreementherein, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate this Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Additional Deposit. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline: (a) the Initial Deposit shall become non-refundable to Buyer except in the event of the Seller's ’s breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration of the Due Diligence Deadline, Buyer shall deposit the Additional Deposit with Escrow Holder by wire transfer of immediately available funds and the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's ’s breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, if and when made, the Additional Deposit, and, if made, Deposit and the Extension Deposit, are collectively together referred to herein as the "“Deposit" ” and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter fails to deliver the Additional Deposit into the Escrow Account strictly as and when contemplated herein or if Buyer fails to deliver the “Additional Deposit” into Escrow as defined in and set forth in the Parallel Agreementherein, such failure shall constitute a material breach of this Agreement by Buyer and Seller shall have the right, by delivering written notice to Escrow Holder and Buyer within five (5) days after such failure, to terminate this 11476794.5 7 Agreement and receive and retain the Initial Deposit as liquidated damages pursuant to Section 5.1 below, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving Obligations.

Additional Deposit. Unless Buyer terminates If this Agreement in accordance with the terms of is not terminated under Section 4.23.1.1 (Initial Deposit) or Section 5.4 (Due Diligence Termination Right), then upon the expiration of within one (1) Business Day after the Due Diligence Deadline: Expiration Date, Buyer shall deliver the Additional Deposit to Escrow Agent and the entire “Deposit” (aas defined below) the Initial Deposit shall become immediately be deemed to be non-refundable to Buyer except in the event of the Seller's breach or as otherwise expressly provided in this Agreement, and (b) within two (2) Business Days after the expiration Section 3.1.3 of the Due Diligence Deadline, Buyer shall deposit the Additional Deposit with Escrow Holder by wire transfer of immediately available funds and the Additional Deposit shall be non-refundable to Buyer except in the event of Seller's breach or as otherwise expressly provided in this Agreement. The Initial Deposit and, when made, the Additional Deposit, and, if made, the Extension Deposit, are collectively referred to herein as the "Deposit" and shall include all interest which accrues thereon while held by Escrow Holder. Upon the Closing, the Deposit shall be credited to the Purchase Price. Unless Buyer terminates this Agreement in accordance with the terms of Section 4.2, then upon the expiration of the Due Diligence Deadline if Buyer thereafter If ▇▇▇▇▇ fails to deliver the Additional Deposit into to Escrow Agent within such period as required above, then at any time prior to delivery of the Additional Deposit to Escrow Account strictly as and when contemplated herein or if Buyer fails to Agent, Seller may deliver the an “Additional DepositDeposit Default Notice” into Escrow (as defined in and set forth in the Parallel Agreement, such failure shall constitute a material breach of this Agreement by below) to Buyer and Seller shall have Escrow Agent. If an Additional Deposit Default Notice is so delivered and the right, by delivering written notice Additional Deposit is not delivered to Escrow Holder and Buyer Agent within five (5) days Business Days after such failuredelivery, to terminate then this Agreement will automatically terminate and receive and retain the Initial Deposit shall thereafter be immediately disbursed to Seller as agreed upon and liquidated damages pursuant to Section 5.1 belowdamages. An “Additional Deposit Default Notice” means a notice stating in all capital letters that “THE ADDITIONAL DEPOSIT WAS NOT DELIVERED WITHIN THE REQUISITE TIME PERIOD. IF BUYER FAILS TO DELIVER TO ESCROW AGENT THE ADDITIONAL DEPOSIT IN IMMEDIATELY AVAILABLE FUNDS WITHIN FIVE (5) BUSINESS DAYS AFTER THE DELIVERY OF THIS NOTICE, and thereafter neither party shall have any further rights or obligations hereunder except for the Surviving ObligationsTHEN THE AGREEMENT WILL AUTOMATICALLY TERMINATE, IN WHICH EVENT THE INITIAL DEPOSIT WILL BE IMMEDIATELY PAID TO SELLER.”