Common use of Deposit Clause in Contracts

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one three (13) business day Business Days (hereinafter defined) following the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into with Commercial Title Group, Inc., located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Escrow (as defined belowAgent”) the amount of Seven Thousand in cash, One Hundred Forty Three and No/100 Twenty-five Thousand Dollars ($7,143.00125,000) (the “Initial Deposit”), in the form of a wire transfer payable . If Purchaser elects to Chicago Title Insurance Company (“Escrow Holder”). Unless proceed with this Agreement shall have been terminated pursuant to beyond the provisions hereof prior theretoexpiration of the Inspection Period (as defined in Article 4 below), no later than three (3) business days Business Days after the expiration of the “Due Diligence Inspection Period” , the Purchaser shall deliver to the Escrow Agent the additional sum of One Hundred Twenty Five Thousand Dollars (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other $125,000) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, ). The Deposit shall be held by the Escrow Agent in an interest bearing escrow account under Purchaser’s tax identification number and together shall be released or applied in accordance with the terms of this Agreement. The Initial Deposit and the Additional Deposit, together with all interest accrued earned thereon, are collectively hereinafter referred to as the “Deposit”).” The Escrow Agent shall not be liable for any acts or omissions at any time unless caused by the gross negligence or willful malfeasance of the Escrow Agent with respect to the escrow established herein. Escrow Holder shall deposit If a dispute arises between the Deposit in a non-commingled trust account and shall invest parties as to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part disposition of the Deposit, the Escrow Agent shall: (i) hold the Deposit until the Escrow Agent has received releases signed by all parties to the transaction authorizing disposition of the Deposit, or (ii) hold the Deposit until such time as one of the parties to the transaction files suit and the court in which the suit is filed orders the disbursement of the Deposit, or (iii) deliver such Deposit into the court by filing an Interpleader Action. In the event of any litigation between Seller and Purchaser concerning the consummation of the purchase and sale of the Property as contemplated hereunderDeposit, Escrow Agent’s sole responsibility may be satisfied, at Escrow Agent’s option, by delivering the Deposit into the court in which such litigation is pending, and Purchaser and Seller agree that upon deliverance of such Deposit into court, neither Purchaser nor Seller shall be paid to Existing Owner and credited have any further right, claim, demand, or action against the Purchase Price on the Closing DateEscrow Agent. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of any dispute arises under this Agreement between Seller and Purchaser resulting in the Escrow Agent being made a party to any litigation, Seller and Purchaser, jointly and severally, shall indemnify the Escrow Agent for all costs, and reasonable attorneys’ fees and legal expenses incurred by Buyer the Escrow Agent as a result thereof, provided that such litigation does not result in accordance with any right to so terminate provided herein, (c) a judgment against the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need Escrow Agent for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate acting improperly under this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after following any termination of this Agreement, but subject to the expiration of the “Due Diligence Period” (as hereinafter defined)following sentence, Buyer shall deposit with deliver written instructions to the Escrow Holder additional cash or other immediately available funds Agent to release from the Deposit Escrow and pay to Buyer the Deposit (including any interest earned thereon); provided that, in the amount event of One Hundred Thousand a termination with respect to the ACE Lo Purchase only and No/100 Dollars not the AREH Subs Purchase pursuant to Section 11.1(g) hereof, Buyer shall deliver written instructions to the Escrow Agent to release from the Deposit Escrow and pay to Buyer a portion of the Deposit corresponding to the proportion of the entire Purchase Price represented by the Closing ACE Purchase Price ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all including any interest accrued earned thereon, the “Deposit”). Escrow Holder shall deposit Notwithstanding the Deposit in a non-commingled trust account and shall invest foregoing sentence, if (i) all of the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited conditions to Buyer’s account obligation to close under Section 10.1 and deemed Section 10.2 hereof shall have been satisfied (other than those conditions to be part satisfied at the Closing), and Buyer fails to close within the time required by this Agreement, (ii) the condition to the parties’ obligations to close under Section 10.1(b) shall not have been satisfied due to Buyer’s failure to use best efforts to cause the expiration or termination of any appliacable waiting periods, together with any extensions thereof, under the HSR Act in accordance with Section 9.7(b) hereof, (iii) the condition to Buyer’s obligation to close under Section 10.2(d) shall not have been satisfied due to Buyer’s failure to pay the fees of the Deposit. In title insurance company, or (iv) the event of Sellers’ obligations to close under Section 10.3(c) hereof shall not have been satisfied due to Buyer’s failure to pay the consummation of Purchase Price at the purchase Closing, then ACE Hi shall be entitled to receive the Deposit (without any interest earned thereon) and sale of Buyer and ACE Hi shall deliver joint written instructions to the Property as contemplated hereunderEscrow Agent to (A) release from the Deposit Escrow and pay to ACE Hi, the Deposit shall be paid (without giving effect to Existing Owner the interest earned thereon) and credited against (B) release from the Purchase Price Deposit Escrow and pay to Buyer, any interest earned on the Closing Date. In the event the sale of the Property is not consummated because of (aDeposit, all pursuant to this Section 11.2(b) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then and the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Escrow Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one 3.1 The Buyer must pay the Deposit to the Deposit Holder as Stakeholder in the amount and at the times required in Item 8. 3.2 Time is of the essence when making payment of the Deposit. 3.3 Failure to pay any monies on time or by cheque, which is not honoured on presentation, will be an act of default by the Buyer. 3.4 The Buyer may secure payment of the Deposit (in whole or in part) by Bank Bond/Guarantee in a form and on terms acceptable to the Seller, in which case on receipt of the Bank Bond/Guarantee the Buyer's obligation to pay the Deposit shall have been satisfied to the extent of the Bank Bond/Guarantee. 3.5 The Deposit is payable to the Seller: (1) business day following on Settlement; or (2) in case of the mutual execution and exchange Buyer's Default on default. 3.6 Should this Contract be properly terminated by the Buyer, the Deposit will be refunded to the Buyer in which case the Buyer shall have no further claim under this Contract unless there has been a breach of the provisions of this AgreementContract by the Seller, Buyer shall deposit into Escrow giving rise to a claim for damages. 3.7 Investment of the Deposit: (as defined belowNote: see section 17 of the Agents Financial Administration Act 2014) Where the Stakeholder is instructed by the parties to invest the Deposit, subject to any legislative requirements, then (except in the case of Bank Bond/Guarantee): (1) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Deposit Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall will invest the Deposit in its name as trustee for the Buyer and the Seller in an insured, interest bearing money market accountsaccount with a Bank, certificates of depositBuilding Society or Credit Union until the Settlement Date or as otherwise instructed by the parties; (2) the parties will supply to the Deposit Holder, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable prior to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the investment of the Deposit. In , their tax file numbers and acknowledge that if the event tax file numbers are not provided then they accept that the interest earned on the Deposit may be taxed at the highest rate allowable; (3) the Deposit and the interest are at the risk of the consummation of party who is ultimately entitled to the purchase and sale of Deposit; (4) the Property as contemplated hereunder, interest on the Deposit shall will be paid to Existing Owner the party who becomes, and credited against is, entitled to the Purchase Price Deposit at Settlement and such party will be solely responsible for any tax liability on such monies; (5) where the Closing Date. In Contract does not proceed to Settlement, the event interest is payable to the sale of party entitled to the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer Deposit in accordance with any right to so terminate provided herein, Clauses 3.5 and 3.6; (c6) the failure Deposit Holder will lodge any necessary taxation return, and may pay any tax out of the Deposit and interest. The Buyer and the Seller equally indemnify the Deposit Holder against any tax payable; (7) all costs in relation to this investment will be borne by the party referred to in Clause 3.7(4) and may be recovered by the Deposit Holder out of Buyer’s Closing Conditions the Deposit and interest; (as defined below) 8) the Deposit Holder does not have to occur account to the Buyer or (d) the Seller for interest for distribution until the investment of the Deposit matures and the bank debits tax and any other reason other than charges or expenses are deducted from the interest; and (9) a default by BuyerStakeholder, then being a licensed Agent, may not invest the Deposit shall if the sale is to be immediately and automatically paid over to Buyer without completed on a contractually ascertainable day less than 60 days after the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)is received.

Deposit. Within one two (12) business day following days of the mutual execution by Buyer and exchange Seller of an original or an originally executed counterpart of this Agreement, Buyer shall deposit into with Escrow Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by a confirmed wire transfer of funds (hereinafter referred to as defined below) “Immediately Available Funds”), the amount sum of Seven Thousand One Eight Hundred Forty Three and No/100 no/100 Dollars ($7,143.00800,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company . Within two (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration of the “Due Diligence Period” Contingency Period (as hereinafter defineddefined in Paragraph 6 below), Buyer shall deposit with Escrow Holder Holder, in cash, by certified or bank cashier’s check made payable to Escrow Holder, or by Immediately Available Funds, the additional cash or other immediately available funds in the amount sum of One Million Two Hundred Thousand and No/100 no/100 Dollars ($100,0001,200,000.00) (the “Additional Deposit”, and together with the ). The Initial Deposit and all interest accrued thereon, the Additional Deposit are collectively referred to herein as the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest place the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably account with a financial institution acceptable to Existing Owner Seller and Buyer, and all interest shall accrue to Buyer’s account. The Deposit and the interest accrued thereon shall be credited applicable to the Purchase Price from and after the expiration of the “Contingency Period” (as defined in Paragraph 6(a) below) unless (a) the Escrow fails to close as a result of Seller’s failure to convey the Property pursuant to the terms of this Agreement or (b) this Agreement otherwise expressly provides for the return of the Deposit to Buyer’s account and deemed to be part of the Deposit. In the event of Buyer’s failure to close the consummation of the purchase and sale of Escrow due to a default by Buyer under this Agreement, unless such failure is caused by Seller’s failure to convey the Property as contemplated hereunderpursuant to the terms of this Agreement, the Deposit shall be paid constitute “Liquidated Damages” as provided in and subject to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale provisions of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined Paragraph 15 below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one At or before ▇▇▇▇▇▇'s execution of this Lease, Tenant shall deposit with Landlord the sum set 3 forth in the Data Sheet as a security deposit and payment and performance guaranty. Landlord shall 4 retain said sum throughout the Term of this Lease as security for the faithful performance by ▇▇▇▇▇▇ of all 5 of the terms, covenants, and conditions of this Lease. (1Such sum is occasionally referred to herein as the 6 “deposit”.) business day If Tenant defaults with respect to any provision of this Lease, including but not limited to the 7 provisions relating to the payment of Rental, Landlord may use, apply or retain all or any part of the 8 deposit for the payment of any Rental or any other sum in default, or for the payment of any loss or 10 other amount which Landlord may spend or become obligated to spend by reason of Tenant's default. In 11 no event, except as specifically hereinafter provided, shall Landlord be obliged to apply the same to 12 Rental or other charges in arrears or to damages for ▇▇▇▇▇▇'s failure to perform said covenants, conditions 13 and agreements; however, Landlord may so apply the deposit, at its option. ▇▇▇▇▇▇▇▇'s right to bring a 14 special proceeding to recover or otherwise to obtain possession of the Premises before or after ▇▇▇▇▇▇▇▇'s 15 declaration of the termination of this Lease for non-payment of Rental or for any other reason shall not in 16 any event be affected by reason of the fact that Landlord holds the deposit. 18 In the event that ▇▇▇▇▇▇▇▇ regains possession of the Premises, whether by special proceeding, 19 reentry or otherwise, because of Tenant's default or failure to carry out the covenants, conditions and 20 agreements of this Lease, Landlord may apply such deposit to all damages suffered through the date of 21 said repossession and may retain the deposit to apply to such damages as may be suffered or shall accrue 22 thereafter by reason of ▇▇▇▇▇▇'s default or breach. In the event any bankruptcy, insolvency, 23 reorganization or other creditor-debtor proceedings shall be instituted by or against Tenant, or its 24 successors or assigns, or any guarantor of Tenant hereunder, such deposit shall be deemed to be applied 25 first to the payment of any Rental and/or other charges due Landlord for all periods prior to the institution 26 of such proceedings, and the balance, if any, of such deposit may be retained by Landlord in partial 27 liquidation of ▇▇▇▇▇▇▇▇'s damages. 29 The deposit shall not constitute a trust fund. Landlord shall not be obligated to keep such deposit 30 as a separate fund but may commingle the deposit with its own funds. Tenant shall not be entitled to 31 interest on the deposit. In the event Landlord applies the deposit in whole or in part, Tenant shall, within 32 five (5) days after written demand by ▇▇▇▇▇▇▇▇, deposit sufficient funds to maintain the deposit in the 33 initial amount. Failure of Tenant to deposit such additional funds shall entitle Landlord to avail itself of 34 the remedies provided in this Lease for non-payment of Rental by ▇▇▇▇▇▇. If Tenant fully and faithfully 35 performs every provision of this Lease to be performed by it, the security deposit or any balance thereof, 36 less any sums then due Landlord from Tenant under this Lease, shall be returned to Tenant (or, at 37 Landlord's option to the last assignee of ▇▇▇▇▇▇'s interest thereunder) within thirty (30) days following the mutual execution and exchange 38 later of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination Term of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) Lease or ▇▇▇▇▇▇'s vacating the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretoPremises. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).39 40 ARTICLE XXVII 41 42 MISCELLANEOUS 43

Deposit. (a) Section 2.2(a) of the Original Purchase Agreement is hereby deleted in its entirety and replaced with the following: (a) Within one (1) business day following after the mutual execution Effective Date, Purchaser shall deliver to Escrow Agent, in Good Funds, the sum of Nine Hundred Thirty Five Thousand and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 NO/100 Dollars ($7,143.00935,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Initial Deposit”). If this Agreement is not terminated pursuant to Section 2.3, within one (1) business day after the expiration of the Due Diligence Period, Purchaser shall deliver to Escrow Holder Agent, in Good Funds, as an additional deposit, the sum of Two Million Eight Hundred Five Thousand and NO/100 Dollars ($2,805,000.00) (together with all interest accrued thereon, the “Additional Deposit”; the Initial Deposit together with the Additional Deposit shall deposit hereinafter individually and collectively be referred to as the “Deposit”). The Deposit shall be non-refundable to Purchaser, except (i) if a condition precedent to Purchaser’s obligations as set forth in Section 10.2 below is not satisfied or cured as of the Closing Date and such failure is not due to a default by Purchaser, or (ii) as specifically provided in Section 2.3, Section 4.3, Section 9.4, Section 10.3 or Section 11.2 below, and in any such event Purchaser’s right to such refund will survive any termination of this Agreement. The Deposit shall be held by Escrow Agent until the earlier of (i) the Closing Date on which the Purchaser or its designee acquires the Last Property or Last Properties (in which case the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited applied to Buyer’s account and deemed to be part of the Deposit. In Allocated Purchase Price(s) for such Property or Properties) or (ii) the event of the consummation of the purchase and sale of the Property as contemplated hereunder, date on which this Agreement is terminated in accordance with its terms (in which case the Deposit shall be paid to Existing Owner and credited against Sellers unless, under the Purchase Price on the Closing Date. In the event the sale express terms of the Property provision pursuant to which this Agreement is not consummated because terminated Purchaser is entitled to a refund of (a) a Seller default, the Deposit).” (b) Sellers will prepare an amendment to the termination Escrow Agreement to reflect the terms of Section 2(a) of this Amendment (the “Escrow Agreement Amendment”) and cause the Escrow Agreement Amendment to be executed by Buyer in accordance with any right the Escrow Agent on or prior to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return end of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Due Diligence Period.

Deposit. Within one (1) business day following Simultaneous with the mutual execution and exchange of this Agreement, Buyer shall deposit into the Initial Deposit with Escrow (Agent, as defined below) escrow agent for Buyer and Seller. If Buyer does not elect to terminate this Agreement on or before the conclusion of the Inspection Period, then on or before the conclusion of the Inspection Period, and as a condition to the continuing purchase rights of Buyer hereunder, Buyer shall increase the amount of Seven Thousand One Hundred Forty Three the Initial Deposit by delivering the Additional Deposit to Escrow Agent, and No/100 Dollars ($7,143.00) (thereafter the “Initial Deposit shall be non-refundable except as otherwise set forth herein. The Deposit will be held in an interest-bearing account with interest to follow the Deposit”). At the Closing the Deposit, together with accrued interest, will be applied against the Purchase Price. In the event Buyer breaches this Agreement or fails to close notwithstanding Seller’s being ready, willing and able to perform at Closing, Seller shall retain the Deposit as liquidated damages and Seller shall have no further remedy at law or in equity. The Deposit shall be refundable to Buyer in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless event this Agreement shall have been is terminated pursuant to the provisions hereof prior theretoParagraphs 10, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash 14 or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)15 hereof. Escrow Holder shall deposit Agent agrees to act as escrow agent for Buyer and Seller hereunder and to administer the Deposit in a non-commingled trust account and shall invest accordance with the Deposit in an insured, interest bearing money market accounts, certificates terms of deposit, United States Treasury Bills or such other instruments as directed this Agreement. Escrow Agent may also rely on instructions jointly given by Buyer and reasonably acceptable Seller as to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the disposition of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderBY INITIALING OR SIGNING WHERE INDICATED BELOW, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing DateTHE PARTIES SPECIFICALLY APPROVE THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH 3, AND ACKNOWLEDGE THAT UPON A DEFAULT BY BUYER, SELLER SHALL ONLY BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT AS ITS EXCLUSIVE REMEDY, WHETHER AT LAW OR IN EQUITY, FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY HEREUNDER. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Seller: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto: /s/ ▇▇▇▇▇ ▇. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).▇▇▇▇▇

Deposit. Within one (1a) business day following Simultaneously with the mutual execution and exchange of this Agreement, Buyer shall is depositing as a good faith deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars seven hundred two thousand, seven hundred seventy-one dollars ($7,143.00702,771) (the “Initial Deposit”) with Sun Trust Bank (the “Deposit Escrow Agent”), to be held, invested and disbursed pursuant to the terms of a Deposit Escrow Agreement in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) Exhibit A attached hereto (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “DepositEscrow Agreement”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, . (b) If the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyeroccurs, then the Deposit and all earnings on the Deposit (collectively, the “Escrowed Funds”) shall be immediately retained by the Deposit Escrow Agent in its capacity as the escrow agent under the Remedial Site Escrow Agreement (the “Remedial Site Escrow Agent”), the Deposit Escrow Agreement shall automatically terminate and automatically the Escrowed Funds (or, if applicable, a lesser amount as provided for in Section 3.3(d)), shall become the Remedial Site Escrow Amount, and the full amount of the Escrowed Funds as of the Closing Date shall be credited against and deducted from the Initial Purchase Price to be paid over to at Closing by Buyer without for the need for any further action by Membership Interests. (c) If Seller terminates this Agreement in accordance with the provisions of either Party hereto. The sole remedy for (i) Section 8.1(c)(ii)(A) resulting from a failure by Buyer to make satisfy the Initial Deposit requirements of Section 7.3(a), (c), (d), (e) or the Additional Deposit as and when required hereunder (f) or (ii) Section 8.1(c)(ii)(B), then Seller shall be for entitled to liquidated damages in an amount equal to the Liquidated Damages Amount, and pursuant to the Deposit Escrow Agreement but subject to Section 8.2(b), the Escrowed Funds shall be released to Seller in partial satisfaction of the Liquidated Damages Amount payable to terminate this Seller. (d) In any other case if the Closing does not occur prior to the Termination Date, but subject to Section 8.2(b), then, pursuant to the Deposit Escrow Agreement, the Escrowed Funds shall be released to Buyer. All references in For the avoidance of doubt, if Buyer terminates this Agreement pursuant to a “return Section 8.1(d)(ii)(B), the Escrowed Funds shall be released to Buyer as soon as practicable in accordance with the terms of the Deposit” Deposit Escrow Agreement. (e) All payments by the Deposit Escrow Agent shall also be deemed to include a return of made in accordance with the “Deposit” under procedures and other provisions set forth in the “Other Property Purchase Agreements” (as defined herein)Deposit Escrow Agreement.

Deposit. Within one (1) business day following 4.1. On the mutual execution and exchange date of this Agreement, agreement the Buyer shall deposit into Escrow pay (as defined belowor procure the payment of) the an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant equal to the provisions hereof prior thereto, no later than three (3) business days after the expiration Deposit by electronic transfer of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds of same day value to the Escrow Account and such amount shall be held in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Escrow Account in accordance with the Initial terms of this agreement and the Escrow Agreement in order to assure the Buyer’s performance of its obligations under this agreement. 4.2. The Seller Parent and the Buyer shall equally bear the costs, fees, expenses and liabilities owed to the Escrow Agent under the terms of the Escrow Agreement and the Seller Parent and the Buyer shall use their reasonable endeavours to procure that such costs, fees, expenses and liabilities shall not be deducted from the Deposit or any other amount standing to the credit of the Escrow Account. If any such costs, fees, expenses and all liabilities are deducted from the Deposit, each of the Seller Parent and the Buyer shall in equal proportions make any balancing payment to the Escrow Account so that the amount standing to the credit of the Escrow Accounts shall not be less than the Deposit (and interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. 4.3. In the event of a Rig Total Loss Event, the consummation Seller Parent and the Buyer shall, by no later than five Business Days following the delivery of a notice pursuant to clause 7.1 relating to such event, issue a Joint Written Direction to the Escrow Agent to release a percentage of the purchase and sale Deposit equal to the percentage that the Rig Total Loss Consideration forms of the Property Consideration (and any interest accrued thereon) to the Buyer (or as contemplated hereunder, the Deposit shall be paid it may direct). 4.4. If this agreement terminates pursuant to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of clauses 5.11 or 11.8(c): (a) in circumstances where the Buyer or the Buyer Parent have not complied with any of the Buyer Material Obligations under this agreement (save to the extent such non-compliance is as a direct result of non-compliance by any Seller defaultParty of its obligations in this agreement), the Seller Parent and the Buyer shall, by no later than one Business Day following such termination, issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any interest accrued thereon) to the Seller Parent (on behalf of the Sellers in accordance with the percentages set out opposite those Assets and Sellers in column 4 of the Allocation Schedule) to the Seller Account; or (b) subject to clause 4.4(a), in all other circumstances the Seller Parent and the Buyer shall by no later than one Business Day following such termination of this Agreement by Buyer in accordance with issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined belowinterest accrued thereon) to occur the Buyer (or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinit may direct).

Deposit. Within one The Tenant shall within seven (17) business day following days after the mutual execution issuance of the Possession Notice deposit with the Landlord the sum set out in Item 5 of the Third Schedule. The Deposit shall be held by the Landlord as security for the due performance and exchange observance by the Tenant of all and singular the several stipulations covenants and conditions on the part of the Tenant herein contained and if the Tenant shall fail to perform and observe the said stipulations covenants and conditions and has not commenced the remedy of such breach within fourteen (14) days after receipt of the Landlord’s written notice in that effect (or such shorter period as may be reasonably determined by the Landlord having regard to the extent and nature of the breach), the Landlord shall be entitled (but not obliged) to apply the Deposit or any part thereof towards payment of moneys outstanding or making good any breach by the Tenant or to deduct from the Deposit the loss or expense to the Landlord occasioned by such breach but without prejudice to any other right or remedy which the Landlord may be entitled to. If any part of the Deposit shall be applied or deducted as aforesaid, the Tenant shall within fourteen (14) days of demand by the Landlord furnish to the Landlord in cash or by way of a fresh bank guarantee an amount equivalent to the sum so applied and/or deducted from the Deposit ("Replacement Amount") Provided Always that the Tenant is to deposit with the Landlord the Replacement Amount in cash if no bank guarantee is issued for the Replacement Amount in fourteen (14) days. The Landlord shall within thirty (30) days after the Premises have been yielded up to the Landlord in accordance with the provisions of this Lease (or if the restoration works have not been completed in accordance with the provisions of this Agreement, Buyer shall deposit into Escrow (as defined belowcompletion of the restoration works) repay the amount of Seven Thousand One Hundred Forty Three Deposit to the Tenant without interest and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable subject to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated any proper deductions made pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be No part of the Deposit. In Deposit shall, without the event written consent of the consummation of Landlord, be set-off by the purchase and sale of Tenant against any Rent, Service Charge or other sums owing to the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Landlord.

Deposit. Within one 3.1 The Buyer must pay the Deposit to the Deposit Holder as stakeholder in the amount and at the times required in Item 8. 3.2 Time is of the essence when making payment of the Deposit. 3.3 Failure to pay any monies on time (except as provided by Clause 3.4), or by cheque which is not honoured on presentation, will be an act of default by the Buyer. 3.4 Where the Buyer pays all or part of the Deposit monies via an electronic funds transfer, the Buyer will not be in default of Clause 3.3 where the Buyer provides to the Seller, not later than midnight on the date for payment specified in Item 8, written evidence of such electronic funds transfer and the monies are credited to the Deposit Holder's account not later than midnight on the date which is 2 Business Days after the date for payment as specified in Item 8. 3.5 The Buyer may secure payment of the Deposit (in whole or in part) by Bank Bond/Guarantee in a form and on terms acceptable to the Seller, in which case on receipt of the Bank Bond/Guarantee the Buyer's obligation to pay the Deposit shall have been satisfied to the extent of the Bank Bond/Guarantee. 3.6 The Deposit is payable to the Seller: (1) business day following on Settlement; or (2) in case of the mutual execution and exchange Buyer's Default on default. 3.7 Should this Contract be properly terminated by the Buyer, the Deposit will be refunded to the Buyer in which case the Buyer shall have no further claim under this Contract unless there has been a breach of the provisions of this AgreementContract by the Seller, Buyer shall deposit into Escrow giving rise to a claim for damages. 3.8 Investment of the Deposit: (as defined belowNote: see section 17 of the Agents Financial Administration Act 2014) Where the Deposit Holder is instructed by the parties to invest the Deposit, subject to any legislative requirements, then (except in the case of Bank Bond/Guarantee): (1) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Deposit Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall will invest the Deposit in its name as trustee for the Buyer and Seller in an insured, interest bearing money market accountsaccount with a Bank, certificates of depositBuilding Society or Credit Union until the Settlement Date or as otherwise instructed by the parties; (2) the parties will supply to the Deposit Holder, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable prior to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part the investment of the Deposit. In , their tax file numbers and acknowledge that if the event tax file numbers are not provided then they accept that the interest earned on the Deposit may be taxed at the highest rate allowable; (3) the Deposit and the interest are at the risk of the consummation of party who is ultimately entitled to the purchase and sale of Deposit; (4) the Property as contemplated hereunder, interest on the Deposit shall will be paid to Existing Owner the party who becomes, and credited against is, entitled to the Purchase Price Deposit at Settlement and such party will be solely responsible for any tax liability on such monies; (5) where the Closing Date. In Contract does not proceed to Settlement, the event interest is payable to the sale of party entitled to the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer Deposit in accordance with any right Clauses 3.6 and 3.7; (6) all costs in relation to so terminate provided herein, this investment will be borne by the party referred to in Clause 3.8(4); and (c7) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than Deposit Holder, being a default by Buyerlicensed Agent, then may not invest the Deposit shall if the sale is to be immediately and automatically paid over to Buyer without completed on a contractually ascertainable day less than 60 days after the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)is received.

Deposit. Within one (1) business day following the mutual Tenant has upon execution and exchange of this Agreement, Buyer shall deposit into Escrow Lease deposited with Landlord a Letter of Credit (as defined belowhereinafter defined) in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) set forth in Section 1.1 (the “Initial Deposit”), which Letter of Credit may be drawn upon in whole or in part and applied by Landlord for the form purpose of a wire transfer payable curing any Event of Default by Tenant under this Lease that remains outstanding. If any portion of the Deposit is applied to Chicago Title Insurance Company cure an Event of Default by Tenant, Tenant shall, within five (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant 5) Business Days after written demand therefor, either deposit funds with Landlord equal to the provisions hereof prior theretoamount applied (in which case such funds shall be held by Landlord hereunder as part of the Deposit) or reinstate the Letter of Credit in an amount sufficient to restore the Deposit to its original amount, no later than three and Tenant’s failure to do so shall be a breach of this Lease. The unapplied balance of the Deposit, including the Letter of Credit with its remaining unapplied balance, shall be returned to Tenant within thirty (330) business days after the expiration of the “Due Diligence Period” Term or sooner termination hereof, and after Tenant has vacated and delivered the Premises as required hereunder. Landlord may retain for sixty (60) days following the expiration of the Term or sooner termination of this Lease an amount reasonably calculated to be sufficient to pay any final amount of Taxes or Operating Expenses for the year in which the Term ends. The Deposit is not an advance payment of Rent or an account of Rent, or any part or settlement thereof, or a measure of Landlord’s damages. The use or application of the Deposit or any portion thereof shall not prevent Landlord from exercising any other right or remedy provided hereunder or under any Legal Requirements and shall not be construed as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash liquidated damages. In the event Landlord transfers all or other immediately available funds any part of its interest in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”Buildings or this Lease, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder Landlord shall deposit transfer the Deposit in a non-commingled trust account and to the transferee. Upon such transfer, Landlord shall invest thereby be released by Tenant from all liability or obligation for the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part return of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a term “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one From and after the Effective Date, Seller shall hold the Deposit OP Units as an ▇▇▇▇▇▇▇ money deposit under (1and as collateral for the performance of Buyer's obligations under) business day following the mutual execution and exchange of this Agreement, Buyer . The Deposit OP Units shall deposit into Escrow (also continue to serve as defined below) the amount of Seven Thousand One Hundred Forty Three collateral under and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three Buyer Leases and related pledge agreements (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereoncollectively, the “Deposit”)"PLEDGE AGREEMENTS") for the Parcels, as described in such Pledge Agreements. Escrow Holder shall deposit If the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property Closing occurs as contemplated hereunder, then on the Closing Date the Deposit OP Units shall be paid automatically transferred to Existing Owner Seller pursuant to the terms and provisions of SUBSECTION (b) hereof and Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller, on the Closing Date, any and all instruments and documents reasonably requested by Seller in order to legally transfer such Deposit OP Units to Seller and/or to evidence such transfer of Deposit OP Units to Seller, and the value of such Deposit OP Units shall be credited against the Purchase Price on in accordance with SUBSECTION (b) hereof. If the Closing Date. In the event the sale of the Property hereunder is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with for any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a the breach or default by Buyerof the Buyer under this Agreement, then the Deposit OP Units shall not be transferred to Seller; PROVIDED, HOWEVER, that the Seller shall continue to retain and hold the Deposit OP Units as collateral pursuant and subject to the terms and provisions of the Buyer Leases and Pledge Agreements, as described in such Pledge Agreements (it being acknowledged and agreed by the parties hereto that such Deposit OP Units also serve as collateral for the performance of the Buyer's (or its Affiliates', as applicable) obligations under the Buyer Leases to the extent provided under the Pledge Agreements). If the Closing hereunder is not consummated as a result of or due to the breach or default of the Buyer under this Agreement after the expiration of any applicable notice and cure periods, then unless the Seller elects to exercise the remedy of specific performance provided in this Agreement, the Deposit OP Units shall be immediately automatically transferred to Seller as liquidated damages hereunder, and automatically paid over Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller any and all instruments and documents reasonably requested by Seller in order to legally transfer such Deposit OP Units to Seller and/or evidence such transfer. Each Affiliate of Buyer without who is a "tenant" under a Buyer Lease for which the need Deposit OP Units serve as collateral has executed the Acknowledgment, Consent and Agreement Page attached hereto for any further action the purpose of evidencing its acknowledgment of and consent to the terms and provisions of this SECTION 2.1(a) and its agreement to be bound by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as terms and when required hereunder shall be for Seller to terminate provisions of this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSECTION 2.1(a).

Deposit. Within one (1) business day following In connection with the mutual execution and exchange delivery of this AgreementAgreement (the date of such mutual execution and delivery is sometimes referred to herein as the "Execution Date"), Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)promptly, but in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than any event within three (3) business days after the expiration Business Days of the “Due Diligence Period” Execution Date, deposit into escrow (as hereinafter defined)the "Escrow") with State Street Bank and Trust Company (the "Escrow Holder") 3.5% of the Cash Consideration (the "Deposit") in immediately available, good funds, to be held and disbursed pursuant to the Escrow Agreement, dated on or about the Execution Date, among the Sellers, Buyer shall deposit with and the Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional "Escrow Agreement"). Such Escrow Agreement shall include the provisions set forth in this Section 1.7, including any provisions incorporated by reference herein. Upon receipt of the Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall immediately deposit the Deposit in a noninto an interest-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Depositaccount. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid to Existing Owner and credited against only become nonrefundable upon the Purchase Price on earlier of (x) the Closing Date. In the event the sale of the Property is not consummated because of Date or (a) a Seller default, (by) the termination of this Agreement pursuant to Section 7.1(d) (a "Buyer Default Termination"). In the event the Deposit becomes non-refundable by reason of a Buyer in accordance with Default Termination, the provisions of Section 1.8 below shall apply. At the Closing, all of the Deposit (and any right to so terminate provided herein, (cinterest accrued thereon) shall be credited toward payment of the failure of Cash Consideration. If this Agreement is terminated for any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerBuyer Default Termination, then the Escrow Holder shall return to Buyer the Deposit shall be immediately (and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure interest accrued thereon) upon receipt of notice by Buyer to make the Initial Deposit or the Additional Deposit as Escrow Holder. The Escrow Holder's escrow fees and when required hereunder charges shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)paid one-half by Sellers and one-half by Buyer.

Deposit. Within one six (16) business day following the mutual execution and exchange Business Days after approval of this AgreementAgreement at the close of the 2022 Fall Town Meeting with no reconsideration and rejection of such approval, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after either the expiration of the period after the close of said 2022 Fall Town Meeting during which a referendum seeking revocation of such approval can be filed or, if such a referendum is timely requested and held, after such referendum has failed to revoke such approval (the “Due Diligence Period” (as hereinafter definedTown Meeting Approval”), the Buyer shall deposit with Buyer’s title insurance company to be determined by Buyer during the Due Diligence Period (the “Escrow Holder additional cash or other immediately available funds Agent”) (i) a deposit in the amount of One Two Hundred Thousand and No/100 00/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, 200,000.00; the “Deposit”). The Deposit shall be held by the Escrow Holder shall deposit Agent in an interest-bearing account subject to the Deposit in a non-commingled trust account terms of this Agreement and shall invest be duly accounted for at the Deposit in an insured, interest bearing money market accounts, certificates time for performance of deposit, United States Treasury Bills or such other instruments this Agreement as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposithereinafter defined. In the event of the consummation of the purchase and sale of the Property If this Agreement is consummated as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on at the Closing Date. In the event the sale time of the Property is not consummated because Closing, subject to the terms and conditions herein. The Deposit made hereunder shall be held in an FDIC-insured account in a Boston-area bank and shall be held and disbursed by Escrow Agent only in accordance with the terms of this Section 2.2. (a) If a Seller defaultClosing occurs and the Deed is recorded hereunder, ▇▇▇▇▇▇ Agent shall promptly disburse the funds in accordance with the closing statement. (b) If the termination of Escrow Agent receives written notice from either Buyer or Seller (the “Notifying Party”) that this Agreement has been terminated under circumstances which entitle the Notifying Party to the Deposit, then the Escrow Agent shall (i) promptly give notice to the other Party of the Escrow Agent’s receipt of such notice from the Notifying Party and shall enclose a copy of the notice received from the Notifying Party, and (ii) subject to the provisions of Section 18 (c) below, if Escrow Agent does not receive written notice from the other Party objecting to the disbursement of the Deposit to the Notifying Party (a “Notice of Contest”) within ten (10) Business Days of receipt by Buyer the other Party of Escrow Agent’s notice, then Escrow Agent shall deliver the Deposit and the interest thereon to the Notifying Party. If Escrow Agent receives a Notice of Contest in accordance with any right the foregoing, Escrow Agent shall continue to so terminate provided hereinhold the Deposit and all interest thereon and shall only disburse the same (x) in accordance with written instructions, jointly signed by ▇▇▇▇▇ and Seller, or (y) in accordance with the final order of a court of competent jurisdiction. (c) If the failure Escrow Agent is uncertain as to its duties or action hereunder, ▇▇▇▇▇▇ Agent will be entitled to deliver the Deposit and all interest thereon, to a court of any of Buyer’s Closing Conditions (as defined below) competent jurisdiction and commence an action for interpleader, naming Buyer and Seller, whereupon the Escrow Agent shall have no further duty with respect to occur or the Deposit. (d) The Escrow Agent shall not be liable for any action taken or omitted in good faith and may rely, and shall be protected in acting or refraining from acting in reliance, upon an opinion of counsel and upon any directions, instructions, notices, certificates, instruments, requests, papers or other reason other than a default documents believed by Buyerit to be genuine and to have been made, then sent, signed or presented by the proper party or parties. (e) Buyer and Seller agree, jointly and severally, to hold harmless the Escrow Agent against any loss, cost, liability, claim and expense incurred by Escrow Agent (“Escrow Agent Claims”) arising out of or in connection with its services hereunder, except such as may result from the gross negligence or willful malfeasance of Escrow Agent, including the costs and expenses of any interpleader action involving the Deposit shall be immediately and automatically paid over to Buyer without the need for or of defending itself against any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit claim or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)liability.

Deposit. Within one (1) business day following Unless modified by addenda, the mutual total security deposit at the time of execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), Lease Contract for all residents in the form apartment is $ . The security deposit may not be applied by Lessees as rent. This deposit is refundable, at the time of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration termination of the “Due Diligence Period” (as hereinafter defined)lease, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in less any claims made by the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of Lessor upon such deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event Lessee leaves the premises in an unclean or damaged condition at the termination of the consummation lease necessitating cleaning or repairs by the Lessor, additional charges will apply. Security deposit is held in a separate non-interest bearing account at TD Bank, Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The security deposit will be held in a separate bank account. Lessor is holding a security in a separate non-interest-bearing account for benefit of the purchase and sale lease. This means that the security deposit held in this account cannot be commingled with other funds of the Property as contemplated hereunderLessor or used in any way by the Lessor until such monies are due to the Lessor. The name and address of the depository holding the deposit is Merchants and Southern Bank, ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Lessor will have 15 days after termination of this lease in which to return the Deposit shall be paid security deposit to Existing Owner and credited against the Purchase Price Lessees, unless Lessor intends to impose a claim on the Closing Date. In the event the sale of the Property is not consummated because of security deposit as provided by law. (a) Upon the vacating of the premises for termination of the lease, if the Lessor does not intend to impose a Seller defaultclaim on the security deposit, the Lessor shall have 15 days to return the security deposit together with interest if otherwise required, or the Lessor shall have 30 days to give the Lessee written notice by certified mail to the Lessee's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: $ upon your security deposit, due to _ . It is sent to you as required by s. 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or Village 34 Apartments will be authorized to deduct our claim from your security deposit. Your objection must be sent to ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ #▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.” If the Lessor fails to give the required notice within the 30-day period, he or she forfeits the right to impose a claim upon the security deposit (b) Unless the termination Lessee objects to the imposition of this Agreement by Buyer in accordance with any right the Lessor's claim or the amount thereof within 15 days after receipt of the Lessor's notice of intention to so terminate provided hereinimpose a claim, the Lessor may then deduct the amount of his or her claim and shall remit the balance of the deposit to the Lessee within 30 days after the date of the notice of intention to impose a claim for damages. (c) If either party institutes an action in a court of competent jurisdiction to adjudicate the failure of any of Buyer’s Closing Conditions (as defined below) party's right to occur the security deposit, the prevailing party is entitled to receive his or (d) any other reason other than her court costs plus a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need reasonable fee for any further action by either Party heretohis or her attorney. The sole remedy for a failure by Buyer to make court shall advance the Initial Deposit or cause on the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)calendar.

Deposit. Within one (1) business day following On the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit by cashier's check or wire transfer of immediately available federal funds into the Escrow provided for in Section 3 the sum of Two Hundred Twenty Five Thousand and 00/100 Dollars ($225,000.00) (the "DEPOSIT"). Escrow Holder (as defined below) shall, without any requirement for further instructions, immediately release the amount Deposit to Seller, which funds shall become non-refundable in all instances other than a termination of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant due to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Seller's default hereunder. The Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall will be credited against the Purchase Price. If requested by Buyer, prior to Buyer’s account and deemed any disbursement to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated Seller hereunder, the Deposit shall be deposited by Escrow Holder into an interest-bearing account selected by Buyer. The interest earned on the Deposit prior to disbursement of the Deposit to Seller shall, at the time of Closing, be paid to Existing Owner Seller and credited against the Purchase Price on the Closing Date. In or, in the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of that this Agreement by Buyer in accordance with any right to so terminate provided hereinis terminated, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then interest on the Deposit shall be immediately paid to Buyer, unless such termination is a result of Buyer's default under the terms hereof in which case the interest on the Deposit shall be released to Seller. Buyer shall not be entitled to any interest on the Deposit from and automatically paid over after its disbursement hereunder to Buyer without Seller. In addition to all of Seller's rights and remedies under this Agreement and applicable law, Seller shall have the need right to terminate this Agreement if for any further action by either Party hereto. The sole remedy for a failure by reason Buyer shall fail to make the Initial Deposit or the Additional Deposit as and required to be made by Buyer when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)due hereunder.

Deposit. Within one (1a) business day following On the mutual date of execution and exchange of this Agreementthe Agreement to Execute, Buyer shall deposit into Escrow (as defined below) the deposited an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars equal to fifteen million dollars ($7,143.0015,000,000) (such amount, including the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”) with First American Title Company, Philadelphia Branch (the “Escrow Agent”), pursuant to an escrow agreement dated as of the date of execution of the Agreement to Execute and attached hereto as Exhibit A (the “Deposit Escrow Agreement”) executed and delivered by Penn, Buyer and the Escrow Agent. Escrow Holder shall deposit At the Closing, the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited against the Purchase Price and the Deposit shall be promptly released and paid by the Escrow Agent to Buyer’s account Seller pursuant to this Section 2.3(a) and deemed to be part the terms of the DepositDeposit Escrow Agreement. Upon the termination of this Agreement, the Deposit shall be payable pursuant to Section 8.2(c), and thereafter shall be promptly released by the Escrow Agent to Buyer or Seller, as applicable, pursuant to Section 8.2(c) and the terms of the Deposit Escrow Agreement. (b) Seller and Buyer agree to execute and be bound by such other reasonable and customary escrow instructions as may be necessary or reasonably required by the Escrow Agent or the parties hereto in order to consummate the purchase and sale contemplated herein, or otherwise to distribute and pay the funds held in escrow as provided in this Agreement and the Deposit Escrow Agreement; provided that such escrow instructions are consistent with the terms of this Agreement and the Deposit Escrow Agreement. In the event of any inconsistency between the consummation terms and provisions of such supplemental escrow instructions and the terms and provisions of this Agreement, or any inconsistency between the terms and provisions of the purchase Deposit Escrow Agreement and sale the terms and provisions of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid to Existing Owner terms and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination provisions of this Agreement by Buyer in accordance with any right shall control, absent an express written agreement between the parties hereto to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate contrary which acknowledges this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSection 2.3(b).

Deposit. Within one two (12) business day following days of the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into with First American Title Insurance Company (the "Title Company" or “Escrow (as defined below) Agent”), having its office at 801 Nicollet Mall, Suite ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇, the amount sum of Seven ▇▇▇ ▇▇▇▇▇▇▇ Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00200,000.00) (the “Initial "Second Deposit”)") in good funds, in either by certified bank or cashier's check or by federal wire transfer. Buyer has previously deposited the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) (the “Additional First Deposit”) with the Title Company. If Buyer shall fail to deposit the Second Deposit within the time period provided for above, Seller may terminate this Agreement at any time prior to deposit of the Second Deposit, in which case this Agreement shall be null and void ab initio and in such event the Title Company shall immediately deliver to Seller all copies of this Agreement in its possession, return the First Deposit to Buyer, and together with thereafter neither party shall have any further rights or obligations to the Initial other hereunder, except as otherwise set forth in this Agreement. The Title Company shall hold the First Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Second Deposit in an insuredinterest-bearing account in accordance with the terms and conditions of a deposit escrow agreement entered into among Seller, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable Title Company. The First Deposit and the Second Deposit, together with all interest earned on such sums, are referred to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part collectively as the "Deposit." After the expiration of the Deposit. In the event of the consummation of the purchase and sale of the Property Inspection Period (as contemplated hereunderhereinafter defined), if Buyer does not elect to terminate this Agreement in accordance with Section 3.2, the Deposit shall be paid wholly non-refundable to Existing Owner and credited against Buyer, except as expressly set forth otherwise herein (including but not limited to, in the event of Seller’s failure to perform its obligations under this Agreement, title objection, casualty, condemnation, failure to obtain the Estoppel Certificate or SNDA, change in Seller’s representation as set forth in Section 5.2, failure of Buyer to obtain the franchise agreement or management agreement as set forth in Section 4.17). The Deposit shall remain at all times applicable to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one (1a) business day following Concurrently with the mutual execution and exchange of this AgreementAgreement by Buyer and Sellers, Buyer shall deliver a deposit into by wire transfer to JPMorganChase Bank, N.A. (“Escrow (as defined belowAgent”) the in an amount of Seven equal to Five Hundred Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00500,000) (the “Initial Deposit”), ) to hold in an interest bearing account pursuant to the form terms of a wire transfer payable to Chicago Title Insurance Company this Agreement and the Escrow Agreement attached hereto as Exhibit J (the “Escrow HolderAgreement”). Unless this Agreement shall have been terminated pursuant to On or before the provisions hereof prior thereto, no later than three tenth (310th) business days after day following the expiration of the “Due Diligence Period” (as hereinafter defined)date hereof, Buyer shall deposit with Escrow Holder have the right to increase the Initial Deposit by an additional cash or other immediately available funds in the amount of One Nine Million Five Hundred Thousand and No/100 no/100 Dollars ($100,0009,500,000) (the “Additional DepositFunds”), and together with by delivering such amount by wire transfer to the Escrow Agent. Should Buyer in fact so increase the Initial Deposit within such ten (10) day period by such amount, then the provisions of Section 2.05 hereof shall be disregarded in their entirety and all interest accrued thereonbe of no force or effect, the intention of the Parties being that this Agreement be construed as if such Section was not a part hereof. All monies placed with the Escrow Agent pursuant to this Section 2.02 shall accrue interest in accordance with the Escrow Agreement from the date such monies are deposited with the Escrow Agent until the earlier of the Scheduled Closing Date or the termination of this Agreement. Thereafter, if the Deposit is delivered to Seller to hold because Buyer has extended the Closing in accordance with Section 11.02, Seller shall hold such Deposit but such monies shall accrue no interest from the Scheduled Closing Date until the Extended Closing Date. All monies placed with the Escrow Agent pursuant to this Section 2.02 plus any such accrued interest shall be included in the term “Deposit”). .” All fees payable to the Escrow Holder Agent under the Escrow Agreement shall deposit the Deposit in a nonbe borne and paid one-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed half by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of one-half by Seller. (b) If the Deposit. In transactions contemplated by this Agreement are consummated on or before the event of the consummation of the purchase and sale of the Property as contemplated hereunderScheduled Closing Date, the Deposit shall be paid distributed to Existing Owner and credited against Seller by the Escrow Agent as payment of a portion of the Purchase Price on (and Seller and Buyer shall deliver joint instructions to the Escrow Agent to accomplish the foregoing), and the amount payable by Buyer at the Closing Date. In shall be reduced by the event the sale amount of the Property is not consummated because of (a) a Seller default, (b) Deposit. If the termination of this Agreement by Buyer extends the Closing in accordance with any right to so terminate provided hereinSection 11.02 and the transactions contemplated by this Agreement are consummated after the Scheduled Closing Date but on or before the Extended Closing Date, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately retained by Seller as payment of a portion of the Purchase Price, and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure amount payable by Buyer to make at the Initial Deposit or the Additional Deposit as and when required hereunder Closing shall be for Seller to terminate this Agreement. All references in this Agreement to a “return reduced by the amount of the Deposit” . If the transactions contemplated by this Agreement are not consummated, the provisions of Section 12.02 shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)apply.

Deposit. Within one (1a) business In the event that Buyer waives its rights or otherwise fails to terminate this Agreement pursuant to Section 2.08(f) hereof, Buyer shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent no later than 5:00 p.m. (Eastern time) on the last day following of the mutual execution and exchange of this AgreementDue Diligence Period; provided, however, in the event that Buyer elects the Extension, (i) on the Extension Date, Buyer shall deposit into the Additional Deposit Amount with Escrow Agent and, if prior to the expiration of the Due Diligence Period, shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent as a deposit against the Purchase Price, (as defined belowii) the amount of Seven Thousand One Hundred Forty Three Additional Deposit Amount shall be included in the Deposit Amount and No/100 the Deposit Amount shall total Six Million Dollars ($7,143.006,000,000) from, and including, the Extension Date, and (iii) the “Initial Deposit”Deposit Amount shall become non-refundable to Buyer as of the Extension Date and delivered to Seller forthwith as liquidated damages hereunder without demand, deduction, offset or delay in the event that this Agreement is terminated for any reason other than as otherwise expressly provided in this Agreement. If termination of this Agreement occurs prior to the expiration of the Due Diligence Period and the Extension has not occurred, then CWYP shall transfer the Deposit Amount to Buyer upon Seller’s receipt from Buyer of copies of all Due Diligence Materials (or a certificate from Buyer to Seller to the effect that Buyer has destroyed all Due Diligence Materials), together with a waiver of all right, title and interest in and to the form Business, the Acquired Assets and the Real Property. Except as otherwise expressly provided in this Agreement, including, without limitation, in Section 12.02 hereof, the Deposit Amount shall become non-refundable to Buyer upon the expiration of a wire transfer payable the Due Diligence Period or as of the Extension Date, if any, and shall be delivered to Chicago Title Insurance Company (“Escrow Holder”). Unless Seller as liquidated damages hereunder forthwith without demand, deduction, offset or delay upon termination of this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days on or after the expiration of the “Due Diligence Period” Period or on or after the Extension Date, if any. (as hereinafter defined), Buyer shall b) Upon deposit of the Deposit Amount with Escrow Holder additional cash Agent, Escrow Agent shall hold and invest the Deposit Amount in: (i) United States government obligations or other immediately available funds obligations of agencies of the United States government which are guaranteed by the United States government, (ii) interest-bearing certificates of deposit of banks having capital and surplus in the amount excess of One Five Hundred Thousand and No/100 Million Dollars ($100,000500,000,000) and rated at least AAA by Standard & Poor’s Corporation and AAA by M▇▇▇▇’▇ Investors Service, Inc., (iii) a money market fund registered under the “Additional Deposit”Investment Company Act of 1940, and together with the Initial Deposit and all interest accrued thereonas amended, the “Deposit”)portfolio of which is limited to the obligations described in clause (i) above, or (iv) commercial paper rated at least P-1 by M▇▇▇▇’▇ Investors Service, Inc. and A-1 by Standard & Poor’s Corporation. Escrow Holder shall deposit Interest on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit Amount shall be paid to Existing Owner and the party entitled to receive the Deposit Amount at such time as such party receives the Deposit Amount, except that interest shall be credited against the cash balance of the Purchase Price due at the Closing in the event of a Closing. The party receiving interest on the Closing Date. Deposit Amount shall pay any income taxes payable thereon. (c) In the event that a Closing hereunder is not consummated, the sale party with rights pursuant to this Agreement to the Deposit Amount (such party, the “Demanding Party”) may make a written demand upon Escrow Agent for payment of the Property is not consummated because Deposit Amount (a “Demand”). Upon receipt of a Demand, Escrow Agent shall furnish a copy thereof to the non-Demanding Party. Unless the non-Demanding Party, upon written notice to Escrow Agent and the Demanding Party within five (a5) Business Days of its receipt of a Seller defaultcopy of a Demand, objects in writing to payment of the Deposit Amount pursuant to the Demand (together with a detailed written explanation of the reason for the objection), (bi) the Deposit Amount (without deduction, offset or delay) shall be transferred to the Demanding Party, and (ii) if Seller is the Demanding Party the Deposit Amount shall be transferred to Seller as liquidated damages hereunder without demand, deduction, offset or delay, and Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller any and all instruments and documents requested by Seller in order to legally transfer such Deposit Amount to Seller and/or evidence such transfer (this clause (ii) shall survive any Closing and any termination of this Agreement by Buyer Agreement). If the non-Demanding Party objects to payment of the Deposit Amount pursuant to the Demand (together with a detailed written explanation of the reason for the objection), Escrow Agent shall continue to hold the Deposit Amount in accordance with any right to so terminate provided hereinthe provisions of this Article 3 until otherwise directed by joint written instructions of Seller and Buyer or final judgment of a court of competent jurisdiction. Escrow Agent may, (c) the failure however, upon written notice of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Seller and Buyer, then deposit the Deposit shall be immediately and automatically paid over to Buyer without Amount with the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return clerk of the Deposit” shall also be deemed to include a return United ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ for the Middle District of Florida or any state court located in the 13th Judicial Circuit of the “Deposit” under the “Other Property Purchase Agreements” State of Florida. ANY DEPOSIT AMOUNT PAID TO OR RETAINED BY SELLER AS LIQUIDATED DAMAGES UNDER THIS AGREEMENT SHALL, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BE SELLER’S SOLE MONETARY REMEDY IF BUYER FAILS TO CLOSE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL MONETARY DAMAGES IN SUCH EVENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE LIQUIDATED DAMAGES (as defined herein)I.E., THE VALUE OF THE DEPOSIT AMOUNT) STATED ABOVE REPRESENT THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. THE PAYMENT OF ANY SUCH DEPOSIT AMOUNT BY BUYER TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

Deposit. Within one On the Commencement Date, the Tenant shall pay a security deposit equivalent to two (12) business months’ rent for the Premises amounting to Kenya Shillings [*] (KShs. [*]/-) which amount shall be retained by the Landlord throughout the Term as security for the due performance by the Tenant of the covenants agreements restrictions stipulations and provisions herein contained provided that the Landlord shall be entitled at any time and from time to time to apply the deposit monies in and towards the satisfaction and discharge of the covenants and agreements on the part of the Tenant if after giving thirty (30) days’ notice specifying the nature of the breach and the Tenant fails to satisfy or discharge a material covenant or agreement herein. The Tenant acknowledges and agrees that the Landlord shall not be required to account for any interest on the deposit monies held by the Landlord. The Deposit, less any deductions as the Landlord shall deem sufficient to make good any damage to the Premises, shall be refunded by the Landlord to the Tenant within thirty (30) days of expiry or other determination of the Term hereby created and upon fulfilment by the tenants of all their obligations under this agreement. In addition to paying Rent, the Tenant shall pay a monthly service charge of Kenya Shillings [*] (KShs. [*]/-) Only and the same shall become due and monthly in advance, on or before the fifth day following of every succeeding month. All payments shall be paid directly to the mutual execution Landlord by way of cheque, banker’s cheque or cash into the Landlord’s or Landlord’s agent nominated bank account. The Tenant's Covenants The Tenant covenants with the Landlord: - To pay the Rent on the days and exchange in the manner set out in Clause 3 above, not to exercise or seek to exercise any right or claim to withhold Rent or any right or claim to legal or equitable set off and, if so, required by the Landlord, to make such payments by banker's order to the bank and account which the Landlord may from time to time nominate. To pay all electricity, water and telephone user charges, if any in respect of the Premises throughout the Term of this Agreement or up to the date of its sooner determination. Having satisfied themselves upon gaining access to the Premises that it is in good order, to be responsible for the full maintenance of it throughout the Term of this Agreement. To insure their personal and household belongings and indemnify the Landlord against any action, Buyer shall deposit into Escrow (as defined below) claim or demand arising from any loss, damage, theft or injury to the amount Tenant or Tenant’s family, licensee, invitees or servants. To ensure that the internal plumbing, immersion heaters, window locks, fastenings and other ancillary apparatus are in good order before gaining access to the Premises and thereafter throughout the Term of Seven Thousand One Hundred Forty Three this Agreement carry out or cause to be carried out all running repairs necessary. To pay and No/100 Dollars ($7,143.00) (indemnify the “Initial Deposit”), in the form Landlord against Value Added Tax or any tax of a wire transfer payable similar nature, if applicable, which may be substituted for it or levied in addition to Chicago Title Insurance Company (“Escrow Holder”). Unless it chargeable in respect of any payment made by the Tenant under any of the terms of or in connection with this Agreement shall have been terminated pursuant or in respect of any payment made by the Landlord where the Tenant agrees in this Agreement to reimburse the provisions hereof prior thereto, no later Landlord for such payment. To repair the Premises and keep them in repair excepting damage caused by an Insured Risk other than three (3) business days after where the expiration insurance money is irrecoverable in consequence of any act or default of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash Tenant or other immediately available funds in anyone at the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Premises expressly or by implication with the Initial Deposit and all interest accrued thereon, the “Deposit”)Tenant’s authority. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable At least fourteen (14) days prior to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement due to breach of the Agreement for Sale terms by Buyer the Tenant (to varnish the floor, paint with two coats of the best vinyl paint ( and in case of wall and ceiling, at least two coats of plastic emulsion paint), as shall be deemed necessary after a joint inspection between the Tenant and the Landlord or its appointed agent, all parts of the interior and terrace of the Premises as are usually painted to such specification and colour as the Landlord shall in writing approve. To permit the Landlord and its agent or agents and all persons duly authorized by the Landlord with all necessary apparatus, appliances, machinery and materials to enter upon the Premises at all reasonable times upon giving reasonable notice in writing to the Tenant of not less than forty eight (48) hours for the purpose of examining the state and condition of the Premises or of taking inventories of the Landlord’s fixtures therein or of doing such work and things as may be properly required for any repair or renewal either of the Premises or of the electricity or water or drainage lines under any part of the Premises. To pay for the replacement of or make good repair or restore to the reasonable satisfaction of the Landlord, all such articles of fixtures, fittings, furniture and effects as shall be broken, lost, damaged or destroyed during the Tenancy. To execute any repairs lawfully required to be done by the Tenant before the expiration of one (1) calendar months’ notice given in writing by the Landlord or its authorized agent or agents and if the Tenant shall within such time fail to execute such work the Landlord may execute or cause such work to be executed and recover the cost thereof from the Tenant but without prejudice to the Landlord’s right of re-entry set out in this Agreement. To report immediately in writing to the Landlord or its authorized agent or agents any signs of infestation by white ants, bees or other destructive insects or any wet or dry rot in the Premises and should the Tenant fail to report as aforesaid then the Tenant shall be liable for the cost of rectifying the additional damage due to such failure. To permit no person other than a person in the domestic service of the said Tenant to occupy accommodation in the servant’s quarters (if any). Not without the previous written consent of the Landlord or its authorized agent or agents to make any alterations attach fixtures or erect additional structures in or upon the Premises or drive any nails screws or other fastenings into the floors, walls, ceiling or woodwork of the Premises. Not to transfer, assign, sub-let or part with or share the Premises or any part of it without the prior written consent of the Landlord. In the event that the Landlord gives consent, to assign, sub-let or part with or share the Premises or any part of it, subsequent contracts executed to that effect shall be drawn between the Landlord, Tenant and Assignee and the Tenant shall remain liable for settlement of Rent due as per this Agreement. Not to paint or exhibit in any window or upon any external part of the Premises any trade, professional or business notice or advertisement whatsoever. Not to do or permit or suffer to be done anything in or upon the Premises or the garden or grounds surrounding the same which may at any time be or become a nuisance or annoyance to the tenants or occupiers of any adjacent premises. Not to do or permit to be done anything whereby the Landlord’s policy or policies of insurance of the said Premises against the Insured Risks may become void or voidable or whereby the rate of premium for any insurance may be increased and to repay to the Landlord all sums paid by the Landlord by way of increased premium and all expenses incurred by it in or about any renewal of any such policy or policies where the payment of such sums or any of them shall have been rendered necessary by a breach or non-observance of this covenant and all such payments shall be added to the rent reserved and be recoverable as Rents. To pay the nominal fees and disbursements of the Landlord’s advocates and all other costs and expenses incurred by the Landlord in relation to the preparation, execution and stamping of this Agreement as set out in the schedule hereto. To be responsible for and to keep the Landlord fully indemnified against all damages, losses, cost, expenses, actions, demands, proceedings, claims and liabilities made against or suffered or incurred by the Landlord arising directly or indirectly out of any act, omission or negligence of the Tenant or any person at the Premises expressly or impliedly with the Tenant’s authority or out of any breach or non-observance by the Tenant of the covenants, conditions or other provisions of this Agreement. That at all times if the Tenant is not the one living in the premises, he/she shall provide the Landlord or the body charged with management of the common property, with full details of the person living in the Premises and provide him or her with the conduct rules of the housing estate. The Landlord's Covenant The Landlord covenants with the Tenant: - To pay the land rent or any rate or tax which may be levied on the said Property by the Government of Kenya or any other statutory authority subject to the Landlord’s right of recovery. To keep the external walls, roof, main drains, common parts and structure of the Premises in a proper state of repair and maintenance. Within thirty (30) days of the expiry or determination of the Term and after delivery up of the Premises in accordance with any right the Tenant’s covenants herein the Landlord will refund to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then Tenant the Deposit shall be immediately without any interest, whatsoever, and automatically paid over to Buyer without the need for upon deducting any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate charges authorised in this Agreement. All references That the Tenant paying the Rent and performing and observing in the several covenants on its part and the conditions contained in this Agreement shall peaceably hold and enjoy the Premises during the Term without any interruption by the Landlord or any person or agents rightfully claiming under or in trust for the Landlord. To carry out any repairs to a “return the interior of the Deposit” Premises or to the Landlord’s fixtures fittings and fastenings therein which may become necessary at any time during the Term by reason of structural repairs to or defects in the building or by reason of any breach or non-performance of the obligations of the Landlord under this clause. Rights of Re-entry and Termination If there is a breach by the Tenant of any covenant or other term of this Agreement, the Landlord may subject to the provisions of section 75 of the Land Act re-enter the Premises or any part of them at any time and even if any previous right of re-entry has been waived and then the Term will absolutely cease but without prejudice to any rights or remedies which may have accrued to the Landlord against the Tenant in respect of any breach of covenant or other term of this Agreement including the breach in respect of which the re-entry is made. The Tenant may terminate the Tenancy hereby created by giving the Landlord or its duly appointed agent one (1) month’s written notice of such wish to terminate or make a payment of One (1) month’s Rent in lieu of such notice. This Tenancy shall also be deemed to include a return be, automatically terminated on determination of the “Deposit” under Term if the “Other Property Purchase Agreements” (as defined herein)Tenant shall not have expressed interest to renew the Term.

Deposit. Within one (1) business day following On the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars nine million one-hundred fifty thousand dollars ($7,143.009,150,000) (the “Initial Deposit”) with Deutsche Bank National Trust Company (the “Escrow Agent”) pursuant to an escrow agreement in substantially the form attached hereto as Exhibit D (the “Deposit Escrow Agreement”) executed and delivered by Parent, Buyer and the Escrow Agent on the Effective Date; provided, further that for each two-month period by which the Outside Date is extended by Parent or Buyer pursuant to Section 5.1(b)(ii), in Buyer shall, subject to Section 5.1(b)(iii), deposit an additional nine million one-hundred fifty thousand dollars ($9,150,000) (each, an “Extension Deposit”) with the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Agent pursuant to the provisions hereof prior thereto, no later than Deposit Escrow Agreement promptly and in any event within three (3) business days after of such extension. Upon the expiration of Closing, the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all any Extension Deposit, plus the interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited against the Purchase Price and the parties shall instruct the Escrow Agent to Buyer’s account promptly release and deemed pay the Deposit and any Extension Deposit, plus the interest accrued thereon to be part Parent (or its designee) pursuant to the terms of the Deposit Escrow Agreement. Upon the termination of this Agreement, the parties shall instruct the Escrow Agent to promptly release and pay the Deposit and any Extension Deposit, plus the interest accrued thereon to Buyer or Parent, as applicable, pursuant to Section 11.2(c) hereof and the terms of the Deposit Escrow Agreement. In the event of any inconsistency between the consummation terms and provisions of the purchase Deposit Escrow Agreement and sale the terms and provisions of the Property as contemplated hereunderthis Agreement, the Deposit shall be paid to Existing Owner terms and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination provisions of this Agreement by Buyer in accordance with any right shall control, absent an express written agreement between the parties hereto to so terminate provided hereinthe contrary, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately which written agreement acknowledges and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate expressly amends this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Section 3.2.

Deposit. Within one (1) business day following To secure the mutual execution and exchange performance by Purchaser of its obligations under this Agreement, Buyer shall Purchaser will make a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Million Dollars ($7,143.001,000,000.00) in the following manner: (i) within two (2) business days after the execution of this Agreement by both Seller and Purchaser, Purchaser shall deposit with LandAmerica/Commonwealth Land Title Insurance Company (the “Escrow Agent”), the initial sum (the “Initial Deposit”) of Five Hundred Thousand Dollars ($500,000.00), a portion of which in the form amount of a wire transfer payable Twenty-Five Thousand Dollars ($25,000.00) shall be immediately non-refundable to Chicago Title Insurance Company Purchaser until Closing (unless Seller shall default hereunder) (the “Escrow HolderNon-refundable Portion of the Initial Deposit”). Unless this Agreement , and (ii) shall have been terminated pursuant to thereafter deliver the provisions hereof prior thereto, no later than three additional sum (3the “Additional Deposit”) of Five Hundred Thousand Dollars ($500,000.00) within two (2) business days after the expiration of the “Due Diligence Period” Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Additional Deposit shall both be non-refundable to Purchaser until Closing (unless Seller shall default hereunder). The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an ▇▇▇▇▇▇▇ money deposit (collectively, the “Deposit”)) pursuant to the provisions of this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account At and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderonly upon Closing, the Deposit shall be refunded to Purchaser and the entire Purchase Price shall be due in full. Any and all interest accrued or earned thereon shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser except in the event the sale of a default by Purchaser, in which event all of the Property is not consummated because of (a) a Seller defaultinterest shall be disbursed to Seller, (b) together with the termination of this Agreement by Buyer Deposit, as liquidated damages in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined default provisions below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day following Purchaser has or will within two (2) Business Days of the mutual execution and exchange of this Agreementdate hereof, Buyer shall made an ▇▇▇▇▇▇▇ money deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) with Epiq Corporate Restructuring, LLC (the “Initial DepositEscrow Agent”), ) in the form of a wire transfer payable cash amount equal to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration 10% of the “Due Diligence Period” Cash Consideration (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall , by wire transfer of immediately available funds for deposit the Deposit in into a non-commingled trust account and shall invest the Deposit in an insuredseparate, segregated, interest bearing money market accountsescrow account maintained by the Escrow Agent in accordance with the Bidding Procedures Order. The Deposit shall not be subject to any Encumbrance, certificates attachment, trustee process, or any other judicial process of deposit, United States Treasury Bills any creditor of any Sellers or such other instruments as directed by Buyer Purchaser and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part applied against payment of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, . (b) If, prior to the termination of Closing, this Agreement has been terminated by Buyer Sellers pursuant to Section 7.1(d) or Section 7.1(f) (or by Purchaser pursuant to Section 7.1(b) or Section 7.1(c), in accordance each case in circumstances where Sellers would be entitled to terminate this Agreement pursuant to Section 7.1(d) or Section 7.1(f)), then Sellers shall retain the Deposit together with any right to so terminate provided hereinall received investment income, if any. (c) If, prior to the failure of Closing, this Agreement has been terminated by any of Buyer’s Closing Conditions (Party, other than as defined below) contemplated by Section 2.2(b), then the Deposit, together with all received investment income, if any, shall be returned to occur or Purchaser within five Business Days after such termination. (d) any other reason other than The Parties agree that Sellers’ right to retain the Deposit, as set forth in Section 2.2(b), is not a default penalty, but rather is liquidated damages in a reasonable amount that will compensate Sellers for their efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. (e) If the Closing occurs, at the Closing the Parties shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to transfer by Buyer, then wire transfer of immediately available funds 100% of the Deposit shall (together with any and all investment interest thereon, if any) to such account(s) as may be immediately and automatically paid over to Buyer without the need for any further action designated by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Sellers.

Deposit. Within one (1) business day following 5.1.1 On the mutual execution and exchange of this AgreementExecution Date, the Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a by wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other account designated in Schedule 5.1.1 in same day immediately available funds in into escrow with the Sellers (or their designee) an amount of One Hundred Thousand and No/100 Dollars equal to ninety million dollars ($100,00090,000,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit This Agreement will not become a legally binding and enforceable obligation of Sellers unless and until the Deposit in a non-commingled trust account and shall invest is received by the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositSellers. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderIf Closing occurs, the Deposit shall be paid to Existing Owner and credited against the Purchase Price as set forth in Section 5.4 without any interest earned thereon. Upon termination of this Agreement, the Deposit will be applied as set forth in Section 5.1.3. 5.1.2 Beginning on the date that Sellers notify the Buyer that the Sellers have informed the Federal Antitrust Agency that Sellers have completed their response to the “second request”, and again every day thereafter until Closing Dateoccurs or until this Agreement terminates, except as provided below in this Section, the Buyer shall be obligated to pay to the Sellers an amount equal to three hundred thirty thousand dollars ($330,000) per day during such period (the “Daily Ticking Fee”). In On the event last day of each month prior to the sale Closing or termination of this Agreement, and again on the termination date, the Buyer shall deposit by wire transfer in same day immediately available funds into escrow with the Sellers (or their designee) an amount equal to the sum of all Daily Ticking Fee accrued during the period between such date and the date of the Property is immediately preceding deposit of the Daily Ticking Fee; provided, however, that the amount of Buyer’s liability hereunder with respect to the Daily Ticking Fee shall not consummated because exceed fifty million dollars ($50,000,000). The total amount of the accumulated Daily Ticking Fee owed hereunder by the Buyer shall be the “Additional Deposit”. If the Closing occurs, the Additional Deposit shall be treated as an increase to the Deposit and the Deposit (aincluding the Additional Deposit) a Seller default, (b) shall be credited against the Purchase Price as set forth in Section 5.4 without any interest earned thereon. Upon the termination of this Agreement by Buyer the Additional Deposit will be applied as set forth in accordance with any right to so terminate provided herein, (c) Section 5.1.3. 5.1.3 The Sellers shall retain the failure sum of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as liquidated damages if (i) all material conditions precedent to the obligations of the Buyer set forth in Article 9 (excluding those in Section 9.1.5) have been met (other than delivery of documents by the Parties to be made at Closing) and when required hereunder shall be for Seller to terminate this Agreement. All references in the Sellers have terminated this Agreement pursuant to Section 18.1.2 or Section 18.1.6 (in which case the Sellers shall have a “claim against Buyer for the amount identified above), (ii) if the Buyer has terminated this Agreement pursuant to Section 18.1.4, or (iii) if the Buyer or the Sellers have terminated this Agreement pursuant to Section 18.1.8. If this Agreement is terminated pursuant to Section 18.1.1, Section 18.1.3, Section 18.1.5 or Section 18.1.7, then Sellers shall return the Deposit and the Additional Deposit without interest to the Buyer; provided, however, that notwithstanding the foregoing, Sellers shall retain the sum of the Deposit” Deposit and the Additional Deposit as liquidated damages in the event that this Agreement is (or can also be) terminated pursuant to either Section 18.1.2 or 18.1.8; provided, further, in the event this Agreement terminates, if the Federal Antitrust Agency notifies Sellers that Sellers are not in substantial compliance and Sellers have not exercised Reasonable Efforts to achieve substantial compliance as soon as practicable, then Sellers shall also be deemed return the Deposit and the Additional Deposit without interest to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Buyer.

Deposit. Within one (1a) business day following Concurrently with the mutual execution and exchange delivery of this Agreement, Buyer shall deposit into has deposited by wire transfer with ▇▇▇▇▇ Fargo Bank, National Association (“Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial DepositAgent”), in same day funds the form of a wire transfer payable sum equal to Chicago Title Insurance Company five percent (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (35%) business days after the expiration of the “Due Diligence Period” Purchase Price (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit any interest and all interest accrued earnings thereon, the “Deposit”). ) pursuant to that certain escrow agreement (the “Escrow Holder shall deposit Agreement”) executed by the Deposit in a non-commingled trust account and shall invest the Deposit in an insuredSeller Representative, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositEscrow Agent contemporaneously herewith. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderClosing occurs, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on to be paid by Buyer at Closing and retained in the Closing Dateescrow account established with Escrow Agent to satisfy (but not serve as a cap or other limitation of) amounts that may be owed by Sellers to Buyer with respect to the indemnities of Sellers under this Agreement. In Such amount retained in the event escrow account following the sale Closing, together with any interest and earnings thereon, shall be referred to as the “Indemnity Escrow”. Any interest included in the Indemnity Escrow shall be treated as income of Buyer for federal income tax purposes. (b) If (i) the Property is not consummated Seller Representative terminates this Agreement pursuant to Section 11.01(b) because of (a) a Seller default, (bA) the termination failure of this Agreement by Buyer to perform any of its obligations hereunder in accordance with any right to so terminate provided herein, material respect or (cB) the failure of any of Buyer’s Closing Conditions representations or warranties hereunder to be true and correct to the extent required pursuant to Section 8.01(a) as of the Closing, and (ii) (A) at the time of such termination all conditions precedent to the obligations of Buyer set forth in Section 8.02 have been met and (B) each Seller is ready, willing and able to close the transactions contemplated by this Agreement, then, in such event, Sellers shall retain the Deposit, as defined belowliquidated damages (and not as a penalty) and as Sellers’ sole remedy with respect thereto, in which event Buyer and the Seller Representative shall jointly instruct Escrow Agent to occur or pay the Deposit to Sellers as directed by the Seller Representative. It is expressly stipulated by the Parties that the actual amount of damages resulting from such a termination would be difficult if not impossible to determine accurately because of the unique nature of this Agreement, the unique nature of the Assets, the uncertainties of applicable commodity markets and differences of opinion with respect to such matters, and that the liquidated damages provided for above are a reasonable estimate by the Parties of such damages under the circumstances and do not constitute a penalty. (dc) If this Agreement is terminated for any other reason other than a default by Buyeras set forth in Section 3.02(b), then the Deposit Buyer shall be immediately and automatically paid over entitled to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return delivery of the Deposit” , free of any claims by Sellers with respect thereto, and Buyer and the Seller Representative shall also be deemed jointly instruct Escrow Agent to include a return of pay the “Deposit” under Deposit to Buyer. Buyer and Sellers shall thereupon have the “Other Property Purchase Agreements” (as defined herein)rights and obligations set forth in Section 11.02.

Deposit. Within one (1) business day following 4.1. On the mutual execution and exchange date of this Agreement, agreement the Buyer shall deposit into Escrow pay (as defined belowor procure the payment of) the an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant equal to the provisions hereof prior thereto, no later than three (3) business days after the expiration Deposit by electronic transfer of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds of same day value to the Escrow Account and such amount shall be held in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together Escrow Account in accordance with the Initial terms of this agreement and the Escrow Agreement in order to assure the Buyer’s performance of its obligations under this agreement. 4.2. The Seller Parent and the Buyer shall equally bear the costs, fees, expenses and liabilities owed to the Escrow Agent under the terms of the Escrow Agreement and the Seller Parent and the Buyer shall use their reasonable endeavours to procure that such costs, fees, expenses and liabilities shall not be deducted from the Deposit or any other amount standing to the credit of the Escrow Account. If any such costs, fees, expenses and all liabilities are deducted from the Deposit, each of the Seller Parent and the Buyer shall in equal proportions make any balancing payment to the Escrow Account so that the amount standing to the credit of the Escrow Accounts shall not be less than the Deposit (and interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. 4.3. In the event of a Rig Total Loss Event, the consummation Seller Parent and the Buyer shall, by no later than five Business Days following the delivery of a notice pursuant to clause 7.1 relating to such event, issue a Joint Written Direction to the Escrow Agent to release a percentage of the purchase and sale Deposit equal to the percentage that the Rig Total Loss Consideration forms of the Property Consideration (and any interest accrued thereon) to the Buyer (or as contemplated hereunderit may direct). 4.4. If this agreement terminates pursuant to clauses 5.11, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of 9.1 or 11.8(c): (a) in circumstances where the Buyer or the Buyer Parent have not complied with any of the Buyer Material Obligations under this agreement (save to the extent such non-compliance is as a direct result of non-compliance by any Seller defaultParty of its obligations in this agreement), the Seller Parent and the Buyer shall, by no later than one Business Day following such termination, issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any interest accrued thereon) to the Seller Parent (on behalf of the Sellers in accordance with the percentages set out opposite those Assets and Sellers in column 4 of the Allocation Schedule) to the Seller Account; or (b) subject to clause 4.4(a), in all other circumstances the Seller Parent and the Buyer shall by no later than one Business Day following such termination of this Agreement by Buyer in accordance with issue a Joint Written Direction to the Escrow Agent to release the Deposit (and any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined belowinterest accrued thereon) to occur the Buyer (or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinit may direct).

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Seller, concurrent with execution of this Addendum, a Deposit in the amount of One Hundred Thousand and No/100 Dollars ($100,000) 1,000.00 (the “Additional "Deposit”"). The Deposit shall be held by Seller as security for the faithful performance by Buyer of all of the provisions of this Addendum to be performed or observed by Buyer. If Buyer fails to pay any amounts or other charges hereunder, and together or otherwise defaults with respect to any provision of this Addendum, Seller may use, apply or retain all or any portion of the Initial Deposit and for the payment of any such amounts or other charge in default, or for the payment of any other sum to which the Seller may become obligated by reason of Buyer’s default, or to compensate Seller for any loss or damage which Seller may suffer thereby. If Seller so uses or applies all interest accrued thereonor any portion of the Deposit, Buyer shall, within ten (10) days after Seller's demand, deposit a cashier's or certified check with Seller in the amount sufficient to restore the Deposit to the full amount thereof. Buyer's failure to do so shall be a material breach of the Addendum. Seller shall not be required to keep the Deposit separate from its general accounts. If Buyer performs all of Buyer's obligations hereunder, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accountsor so much thereof as has not theretofore been applied to Seller, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited returned, without payment of interest or other increment for its use, to Buyer upon completion of Buyer’s account 's obligations hereunder to Seller's reasonable satisfaction. No trust relationship is created herein between Seller and deemed Buyer with respect to be the Deposit. The Deposit is not part of the Deposit. In the event ▇▇▇▇▇▇▇ Money and no provisions of the consummation of Purchase Agreement or Addendum relating to the purchase and sale of the Property as contemplated hereunder, ▇▇▇▇▇▇▇ Money shall be applicable to the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)unless expressly stated otherwise.

Deposit. Within one (1) business day following To secure the mutual execution and exchange performance by Purchaser of its obligations under this Agreement, Buyer shall Purchaser will make a deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Million Dollars ($7,143.001,000,000.00) in the following manner: (i) within two (2) business days after the execution of this Agreement by both Seller and Purchaser, Purchaser shall deposit with LandAmerica/Commonwealth Land Title Insurance Company (the “Escrow Agent”), the initial sum (the “Initial Deposit”) of Five Hundred Thousand Dollars ($500,000.00), a portion of which in the form amount of a wire transfer payable Twenty-Five Thousand Dollars ($25,000.00) shall be immediately non-refundable to Chicago Title Insurance Company Purchaser (unless Seller shall default hereunder) but which shall be applicable to the Purchase Price at Closing (the “Escrow HolderNon-Refundable Portion of the Initial Deposit”). Unless this Agreement , and (ii) shall have been terminated pursuant to thereafter deliver the provisions hereof prior thereto, no later than three additional sum (3the “Additional Deposit”) of Five Hundred Thousand and Dollars ($500,000.00) within two (2) business days after the expiration of the “Due Diligence Period” Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Additional Deposit shall both be non-refundable to Purchaser (unless Seller shall default hereunder), but shall be applicable to the Purchase Price at Closing. The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an ▇▇▇▇▇▇▇ money deposit (collectively, the “Deposit”)) pursuant to the provisions of this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account Any and shall invest the Deposit in an insured, all interest bearing money market accounts, certificates of deposit, United States Treasury Bills accrued or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest earned thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser except in the event the sale of a default by Purchaser, in which event all of the Property is not consummated because of (a) a Seller defaultinterest shall be disbursed to Seller, (b) together with the termination of this Agreement by Buyer Deposit, as liquidated damages in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined default provisions below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1a) business day Prior to 11:00 a.m. on the third (3rd) Business Day following the mutual execution and exchange of this AgreementExecution Date, Buyer the Purchaser shall deposit into Escrow (as defined below) deliver the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 5,000,000 (the “Initial First Deposit”)) by wire transfer to the Vendor’s Solicitors or the Title Insurer, at Purchaser’s option, to be invested by the Vendor’s Solicitors, or the Title Insurer, as applicable, in the form of an interest-bearing trust account with a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Canadian Schedule I bank pursuant to the provisions hereof prior thereto, no later than three Bank Act (3Canada). (b) business days after Prior to 11:00 a.m. on the expiration third (3rd) Business Day following receipt of the “Due Diligence Period” (as hereinafter defined)Waiver Notice, Buyer the Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in deliver the amount of One Hundred Thousand and No/100 Dollars ($100,000) 10,000,000 (the “Additional Second Deposit”) by wire transfer to the Vendor’s Solicitors or the Title Insurer, as applicable, to be invested by the Vendor’s Solicitors or the Title Insurer, as applicable, in an interest-bearing trust account with a Canadian Schedule I bank pursuant to the Bank Act (Canada). The First Deposit and the Second Deposit if paid are collectively referred to as the “Deposit”. (c) Except as otherwise provided herein, the Deposit, together with all interest earned thereon, is non-refundable and shall be forfeited to the Initial Deposit Vendor if the Transaction fails to close due to a default by the Purchaser. Vendor acknowledges and agrees that its sole and exclusive remedy in the event of a default by the Purchaser hereunder shall be to terminate this Agreement and receive the Deposit, together with all interest accrued thereon, said disbursement to the “Deposit”)Vendor representing the payment of liquidated damages representing a genuine pre-estimate of the loss resulting from such default and upon such termination of this Agreement all of the parties’ respective rights and obligations hereunder (except those obligations which are expressly stated to survive the termination of this Agreement) shall terminate. Escrow Holder shall deposit Purchaser and Vendor acknowledge and agree that the actual damages suffered by the Vendor resulting from such a breach would be difficult or impossible to measure and that the Deposit represents the parties’ good faith estimate of such damages. In further consideration thereof, the Vendor waives any right to specifically enforce the actual purchase of the Subject Assets by the Purchaser under this Agreement. If this Agreement is terminated other than as the result of a default by Purchaser or failure by the Purchaser to give the Vendor the Waiver Notice prior to 5:00 p.m. on the Purchaser’s Condition Date in a non-commingled trust account accordance with Section 2.4, the Deposit, together with all interest earned thereon, shall, subject to Subsection 2.4(b), be thereupon returned to the Purchaser, without prejudice to all other rights and shall invest remedies which the Purchaser may have against the Vendor at law or in equity. (d) If the Transaction is completed, the Deposit in an insured, shall be credited against the Purchase Price due on Closing and the interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest accrued thereon shall be credited paid by the Vendor’s Solicitors or the Title Insurer, as applicable, directly to Buyerthe Purchaser within a reasonable period of time following the Closing. (e) In holding and dealing with the Deposit and interest pursuant to this Agreement, the Vendor’s account Solicitors are not bound in any way by any agreement other than this Agreement, and deemed the Vendor’s Solicitors shall not be considered to be part assume any duty, liability or responsibility other than to hold the Deposit and interest in accordance with the provisions of this Agreement as stakeholder and not as agent for any party and to pay the DepositDeposit and interest to the Person becoming entitled thereto in accordance with the terms of this Agreement. In the event of a dispute between the consummation parties as to entitlement to the Deposit and interest, the Vendor’s Solicitors may, in their discretion, pay the Deposit and interest in dispute into court, whereupon the Vendor’s Solicitors shall have no further obligations relating to the Deposit and interest earned thereon. The Vendor’s Solicitors shall not, under any circumstances, be required to verify or determine the validity of any notice or other document whatsoever delivered to the Vendor’s Solicitors and the Vendor’s Solicitors are hereby relieved of any liability or responsibility for any loss or damage which may arise as the result of the purchase acceptance by the Vendor’s Solicitors of any such notice or other document in good faith. The parties hereto acknowledge that the Vendor’s Solicitors may rely upon the provisions of this Section 3.1(e) and sale of that such provisions shall only be effective in the Property as contemplated hereunder, event that the Deposit shall be paid to Existing Owner and credited against is held by the Purchase Price on the Closing Date. Vendor’s Solicitors. (f) In the event that the sale Purchaser elects to have the Title Insurer hold the Deposit, prior to delivery thereof, the Purchaser, the Vendor and the Title Insurer shall enter into an escrow agreement consistent with the terms of this Section 3.1 and otherwise reasonably acceptable to the Property is not consummated because parties thereto. (g) The provisions of (a) a Seller default, (b) this Section 3.1 shall survive the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one three (13) business day following Business Days of the mutual execution and exchange receipt by Purchaser of a fully executed copy of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven cause Fifty Thousand One Hundred Forty Three and No/100 No/100ths U.S. Dollars ($7,143.0050,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit collectively with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”) to be delivered by wire transfer to Escrow Holder (as hereinafter defined), to be held by the Escrow Holder in accordance with the terms and conditions of this Agreement. The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an ▇▇▇▇▇▇▇ money deposit and, except as otherwise set forth herein, shall be applied toward the Purchase Price at Closing. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller’s right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All attorney’s fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

Deposit. Within one (1) business day following the mutual execution The Deposit and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) interest earned thereon (the “Initial Deposit”)Deposit Interest, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereoncollectively, the “Deposit”). Escrow Holder Downpayment) shall be held and disbursed by Seller’s Solicitors, in trust, on the terms hereinafter set forth: (a) Once the Second Deposit is received by Seller’s Solicitor, Seller’s Solicitors shall deposit the Deposit in an interest bearing account of a non-commingled trust account Canadian chartered bank; (b) Seller’s Solicitors shall not commingle the Downpayment with any other funds of Seller’s Solicitors or others; (c) If the Closing takes place as contemplated pursuant to this Agreement, then Seller’s Solicitors shall disburse the Downpayment on the Closing Date to Seller, and Purchaser shall invest receive a credit against the Deposit Purchase Price in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such amount equal to the Downpayment; and (d) IF the transaction contemplated by this Agreement is not completed for any reason other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part than the default of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderPurchaser, the Deposit shall be paid returned forthwith to Existing Owner the Purchaser together with any interest accrued thereon and credited against the Purchase Price on Purchaser shall retain all of its rights under this Agreement or at law. If the Closing Date. In transaction contemplated by this Agreement is not completed due to the event the sale default of the Property is not consummated because Purchaser, the Vendor shall be entitled to retain the Deposit together with any interest accrued thereon and the Vendor shall retain all of (a) a Seller default, (b) the termination of its right under this Agreement by Buyer or at law; (e) The Purchaser and Vendor acknowledge and agree that in accordance with any right holding the Deposit, the Vendor’s Solicitors shall be a mere stakeholder. If a dispute arises as to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then whom and/or when the Deposit or any portion thereof is payable then, absent a joint written direction from the Purchaser and the Vendor to the Vendor’s Solicitors to the contrary, the Vendor’s Solicitors shall be immediately entitled to pay all sums then held by them in trust for the parties into Court and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references thereafter released from all claims or all liability whatsoever in this Agreement to a “return of connection therewith and the Deposit” shall also be deemed to include a return of Purchaser and Vendor hereby so irrevocably direct and authorize the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Vendor’s Solicitors in that regard.

Deposit. Within one (1) business day Business Day following the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into Escrow deliver to First American Title Insurance Company, Seattle Office (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00Attention: ▇▇▇▇▇ ▇▇▇▇▇) (the “Initial DepositEscrow Agent”), by federal funds wire transfer, a cash deposit in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One [Twenty Three Million Ninety Thousand Six Hundred Thousand and No/100 Dollars Forty Eight AND NO/100 DOLLARS ($100,000) 23,090,648.00)]3 (the “Additional Deposit”, and together with the Initial Deposit and all any interest accrued thereon, the “Deposit”). The Deposit upon delivery by Purchaser shall be invested by Escrow Holder Agent as reasonably directed by Purchaser among the investment options available at the Title Company for escrow accounts. All interest and other amounts earned on the Deposit, if any, shall deposit be added to, and become part of, the ▇▇▇▇▇▇▇ Money. Until such time as it is disbursed to Seller pursuant to the terms and conditions of this Agreement, all right, title, and interest in the Deposit shall remain in a non-commingled trust account Purchaser. On or before October 22, 2012, Purchaser shall deliver to Escrow Agent, by federal funds wire transfer, an additional cash deposit in immediately available funds in the amount of [Twenty Seven Million Four Hundred Nine Thousand Three Hundred Fifty Three AND NO/100 DOLLARS ($27,409,353.00)]3 (the “Extension Payment”). If Purchaser shall fail to deliver the Extension Payment with Escrow Agent within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Extension Payment, terminate this Agreement by written notice to Purchaser and shall invest Escrow Agent, and retain the Deposit in an insuredas Seller’s sole and exclusive remedy, interest bearing money market accountsand thereafter neither party shall have any further rights or obligations to the other hereunder, certificates except for those which expressly survive the termination of depositthis Agreement. If the Extension Payment is timely made, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon it shall be credited added to Buyer’s account and deemed to be become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, Escrow Agent shall hold the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then this Agreement and shall disburse the Deposit shall be immediately and automatically paid over to Buyer without Seller at Closing. 3 This term varied to reflect the need specifics for any further action the property covered by either Party heretoeach respective agreement. The sole remedy for a failure by Buyer to make dollar amount shown here reflects the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)aggregate amount across all agreements.

Deposit. (a) Within one two (12) business day days following the mutual execution and exchange Seller's acceptance of this Agreement, Buyer Purchaser shall initially deposit into Escrow (as defined below) with the amount Title Company the sum of Seven Seventy-Five Thousand One Hundred Forty Three and No/100 Dollars ($7,143.0075,000.00) (the “"Initial Deposit”"), in which Initial Deposit shall be increased to One Hundred Thousand Dollars ($100,000.00) (the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to "Final Deposit," and, together with the provisions hereof prior theretoInitial Deposit, no later than three (3the "Deposit") business days after upon the expiration of the “Due Diligence Period” Period (as hereinafter defined)) if Purchaser does not elect to terminate this Agreement at that time. The Deposit shall be held in escrow by the Title Company pursuant to the Title Company's standard form of strict joint order escrow instructions. If Purchaser elects to extend the Closing Date pursuant to Section 6.1, Buyer shall deposit with Escrow Holder the additional cash or other immediately available funds in the amount of One Hundred Twenty-Five Thousand and No/100 Dollars ($100,00025,000.00) to be deposited therefor shall be part of the Deposit and the Deposit shall then be One Hundred Twenty-Five Thousand Dollars ($125,000.00) as of the “Additional Deposit”, and together with expiration of the Due Diligence Period. (b) In the event the Initial Deposit is not delivered within the period provided in Section 3.2(a), then Seller shall have the right to terminate this Agreement, whereupon this Agreement shall be null and all void and neither party shall have any rights or obligations hereunder. The Deposit (together with any interest accrued earned thereon, the “Deposit”). Escrow Holder ) shall deposit the Deposit be held and invested in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accountsU.S. Government obligations, certificates of deposit, United States Treasury Bills money market funds or such other instruments interest-bearing investment as directed by Buyer Seller shall determine, and reasonably acceptable to Existing Owner all interest and interest other earnings thereon shall be credited to Buyer’s account and deemed to be become a part of the Deposit. In The funds representing the event Final Deposit shall be deposited in the joint order escrow and shall be governed thereby. Purchaser shall be responsible to pay for any and all costs related to the investment of the consummation Deposit. At Closing, the Deposit (together with any interest earned thereon) shall be paid and applied against the Purchase Price. Purchaser shall have the right to terminate this Agreement for any reason by written notice thereof delivered to Seller within the Due Diligence Period, and upon such termination, the Deposit (together with any interest earned thereon) shall be returned to Purchaser and the parties shall have no further rights or obligations hereunder. Upon the expiration of the purchase and sale of the Property Due Diligence Period, as contemplated hereunderextended, if applicable, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultnon-refundable, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate except as otherwise provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit and Purchaser shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return have accepted the condition of the “Deposit” under Property. If this Agreement is terminated by Seller pursuant to Section 9.2 hereof, then except as expressly provided in said Section 9.2, the “Other Property Purchase Agreements” (parties agree that Seller shall be entitled to receive the entire Deposit as defined herein).liquidated damages. The parties agree that the amount of liquidated damages described in the preceding sentences, as applicable, is a reasonable sum considering all of the circumstances existing as of the date hereof, including the relationship of such sum to the amount of harm to Seller that reasonably could be anticipated, Seller's anticipated use of the proceeds of sale and the fact that actual damages would be impossible to determine. PURCHASER AND SELLER AGREE THAT BASED UPON THE CIRCUMSTANCES NOW EXISTING, KNOWN AND UNKNOWN, IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO ESTABLISH SELLER'S DAMAGE BY REASON OF PURCHASER'S DEFAULT. SELLER AND PURCHASER ACKNOWLEDGE AND AGREE THAT THE APPLICABLE FOREGOING AMOUNT OF LIQUIDATED DAMAGES IS REASONABLE AS LIQUIDATED DAMAGES AND SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY IN LIEU OF ANY OTHER RELIEF, RIGHT OR REMEDY, AT LAW OR IN EQUITY, TO WHICH SELLER MIGHT OTHERWISE BE ENTITLED BY REASON OF PURCHASER'S DEFAULT. SELLER AND PURCHASER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION 3.2 AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS. Seller's Initials __________ Purchaser's Initials __________

Deposit. 2.1.1. Within one two (12) business day days following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Two Hundred Sixty-Seven Thousand One Two Hundred Forty Three Thirty Nine and No/100 Dollars ($7,143.00267,239.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago First American Title Insurance Company (“Escrow Holder”). Unless this Agreement Escrow Holder shall have been terminated pursuant place the Deposit into an interest bearing money market account at a bank or other financial institution reasonably satisfactory to the provisions hereof prior theretoBuyer, no later than three (3) business days after the expiration and interest thereon shall be credited to Buyer’s account and shall be deemed to be part of the “Due Diligence Period” (as hereinafter defined)Deposit. 2.1.2. On or before the Closing Date, Buyer shall deposit with the Escrow Holder additional cash or other to be held in Escrow the balance of the Purchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)by wire transfer made payable to Escrow Holder. 2.1.3. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner Seller and credited against the Purchase Price on the “Closing Date” (as defined below) to the extent such credit when added to the aggregate amount of deposits that have been applied to purchase prices under the purchase and sale agreements (the “Other Purchase and Sale Agreements”) related to the properties listed on Schedule 2.1.3 attached hereto (the “Properties”) does not exceed One Million and No/100 Dollars ($1,000,000.00). The balance of the Deposit, if any, shall be held in Escrow and shall be paid, in accordance with the terms of the applicable Other Purchase and Sale Agreement(s), to Seller’s affiliate and credited against the purchase price on the closing date of the last of the Properties to be purchased by Buyer’s affiliate from Seller’s affiliate. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, or (c) the Seller’s failure of to satisfy any of Buyer’s Closing Conditions (as defined below) to occur ), or (d) for any other reason other than reason, except for a default by BuyerBuyer under Section 13.2, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy In the event the sale of the Property is not consummated for a failure by Buyer to make any of the Initial reasons set forth in Section 13.2, the Deposit or the Additional Deposit as and when required hereunder shall be for promptly paid to and retained by Seller to terminate this Agreementin accordance with Section 13.2. All references in this Agreement to a “return of As used herein, the Deposit” shall also be deemed to include a return of the term “Deposit” includes any deposit made pursuant to an Other Purchase and Sale Agreement that was not applied to the purchase price under the “such Other Property Purchase Agreements” (as defined herein)and Sale Agreement.

Deposit. Within one Not later than two (12) business day following Business Days after the mutual execution and exchange of this AgreementEffective Date, Buyer Purchaser shall deposit into Escrow (as defined below) the amount sum of Seven Thousand One Hundred Forty Three Million and No/100 Dollars ($7,143.001,000,000.00) (the “Initial Deposit”), in cash or immediately available federal funds. Notwithstanding anything to the form contrary herein, the Deposit shall be non-refundable to the Purchaser unless the Purchaser terminates this Agreement pursuant to a right to terminate this Agreement in connection with (a) a Seller default as provided in Section 14.01, (b) an Objectionable Environmental Matter or Objectionable Title Matter as provided in Section 4.06, 6.01(b), or 6.02, (c) a casualty as provided in Section 12.01, (d) a condemnation as provided in Section 12.02, (e) any other termination right set forth in Section 5.05, (f) the failure of a wire transfer payable condition to Chicago Title Insurance Company Closing as provided in Section 10.02 or (g) the termination right expressly identified herein as a “Escrow HolderRefundable Termination Right” in Section 4.05 (each, a “Refundable Termination Right”). Unless In the event Purchaser terminates this Agreement shall have been terminated pursuant to a Refundable Termination Right, then the provisions hereof entire Deposit shall be delivered to Purchaser. If the Purchaser terminates this Agreement prior theretoto the end of the Inspection Period for a reason other than a Refundable Termination Right, no later than three (3) business days after the Deposit will be returned delivered to Seller. Provided Purchaser has not terminated this Agreement prior to the expiration of the “Due Diligence Period” (Inspection Period pursuant to the terms hereof, the entire Deposit shall become fully non-refundable and payable to Seller, except as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds otherwise expressly provided herein. If the sale hereunder is consummated in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together accordance with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderterms hereof, the Deposit shall be paid to Existing Owner Seller and credited against applied to the Purchase Price on to be paid by Purchaser at the Closing DateClosing. In If the transaction contemplated hereby does not close because of uncured default by Purchaser under Section 14.02, or in the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of that this Agreement by Buyer in accordance with is terminated for any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerRefundable Termination Right, then the parties agree that the Deposit shall be immediately delivered to Seller as liquidated damages and automatically paid over as Seller’s sole and exclusive remedy as hereinafter more specifically set forth, which amount the parties agree is a reasonable sum considering all of the circumstances existing on the date of this Agreement, including, without limitation, the relationship of such harm to Buyer without Seller that reasonably could be anticipated, Seller’s anticipated use of the need for any further action by either Party heretoproceeds of sale, and the fact that proof of actual damages would be impossible to determine. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreementheld and invested in U.S. Government obligations, certificates of deposit, money market funds, or in such other interest bearing investment as Purchaser shall direct in writing. All references in this Agreement to a “return interest accruing on the Deposit shall be deemed part of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Deposit for all purposes hereunder.

Deposit. Within one (1) business day following the mutual execution and exchange All cash funds held in escrow shall be placed in an interest-bearing account at Bank of this AgreementAmerica, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)N.A., in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior theretoTampa, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)Florida, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest earned thereon shall be credited to Buyer’s account and deemed to be a part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderAt Closing, the Deposit shall be paid to Existing Owner Seller and credited against shall be applied to the Purchase Price on Price. The Deposit shall constitute the Closing Date▇▇▇▇▇▇▇ money securing Buyer's performance of this Agreement and shall be non-refundable upon expiration of the Inspection Period, unless Buyer earlier terminates this Agreement during the Inspection Period or is otherwise entitled to a return of the Deposit pursuant to the terms of this Agreement. Seller and Buyer acknowledge and are aware that the Federal Deposit Insurance Corporation ("FDIC") insurance coverage for deposited funds applies only to a maximum amount for each individual depositor. Seller and Buyer further acknowledge and agree that Escrow Agent assumes no responsibility or liability whatsoever for, nor will they hold Escrow Agent responsible or liable for, any loss which arises from the fact that the amount of the Deposit Funds in the special-interest bearing escrow account established by Escrow Agent will exceed $100,000.00 and that such excess amount in the account will not be insured by the FDIC. In lieu of the Deposit being paid in cash, Buyer may deliver to Escrow Agent an irrevocable, unconditional letter of credit in order to secure Buyer's performance under this Agreement (the "LETTER OF CREDIT"). The Letter of Credit shall: (i) be issued by a financial institution acceptable to Seller, (ii) include an automatic pay provision in favor of Escrow Agent upon presentation of the Letter of Credit (which presentation need not be in person but may be delivered to the issuer by mail or other means of non-personal delivery from Escrow Agent), (iii) be for an initial term extending at least through January 31, 2005, and (iv) be in a form and substance acceptable to Seller. In the event Buyer fails to extend and/or replace the Letter of Credit at least thirty (30) days prior to the expiration thereof, Buyer shall be deemed in default of this Agreement and shall not have the benefit of any grace or curative periods that may otherwise be afforded hereunder. At the end of the Inspection Period, provided that Buyer has not otherwise terminated this Agreement within the Inspection Period pursuant to the provisions of paragraph 8, the Deposit shall be non-refundable to Buyer except as may be otherwise expressly provided to the contrary by the terms of this Agreement, and Escrow Agent shall continue to hold the Deposit until Closing, at which time the Deposit shall be applied to the Purchase Price. In the event the sale of the Property is Closing does not consummated because of (a) a Seller defaultoccur, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately held and automatically paid over distributed in accordance with the terms of this Agreement. In the event Buyer and Seller are in agreement that Seller is entitled to the Deposit, Buyer shall first have a period of five (5) days in which to deliver the cash-equivalent to Seller, and Escrow Agent, upon being notified by Seller that it has received the cash-equivalent Deposit, shall return the Letter of Credit to Buyer. Otherwise, in the event there is a dispute as to who is entitled to the Deposit and/or in the event the Letter of Credit has not been renewed or replaced at least thirty (30) days prior to its expiration with a renewal replacement Letter of Credit (or appropriate endorsement acceptable to Seller), Escrow Agent, upon written demand by Seller and with simultaneous written notice to Buyer, shall present the Letter of Credit for payment in which event the Deposit shall revert to a cash Deposit and the same shall be held by Escrow Agent pursuant to me terms and conditions of this Agreement Furthermore, in the event Escrow Agent places the Deposit with the appropriate court pursuant to the provisions to Section 35 hereof, the Letter of Credit shall be presented for payment without the need for any further action by direction or approval of either Party hereto. The sole remedy for a failure by Seller or Buyer to make in which event the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement revert to a “return of the cash Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one two (12) business day Business Days following the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into Escrow (as defined below) cause the amount of Seven Thousand One Hundred Forty Three Million and No/100 Dollars ($7,143.001,000,000.00) (the “Initial Deposit”)) to be deposited with Terra Nova Title & Settlement Services, in the form of a wire transfer payable to Chicago authorized agent for First American Title Insurance Company (the “Title Company” or “Escrow HolderAgent”). Unless If Buyer does not elect to terminate this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter definedSection 3(e), Buyer shall deposit with Escrow Holder an additional cash or other immediately available funds in the amount of One Million Five Hundred Thousand and No/100 Dollars ($100,0001,500,000.00) (the “Additional Deposit”) with the Escrow Agent within five (5) days following the expiration of the Inspection Period (as such term is defined in Section 3(e)). The Initial Deposit and the Additional Deposit are hereinafter collectively referred to as the “Deposit.” The Deposit shall be held by the Escrow Agent pursuant to the provisions of Section 2(b) hereof. The Initial Deposit is fully refundable to Buyer in Buyer’s sole discretion for any reason if prior to the expiration of the Inspection Period, and together with Buyer delivers written notice to Seller that Buyer has elected to terminate this Agreement; however, in the event that Buyer does not deliver written notice to Seller prior to the expiration of the Inspection Period that Buyer has elected to terminate this Agreement, the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit shall thereafter be non-refundable to Buyer except as and when required hereunder shall be for Seller to terminate otherwise expressly provided in this Agreement. All references Without limiting the foregoing, contemporaneously with the execution and delivery of this Agreement, Buyer has paid or agrees to pay to Seller as further consideration for this Agreement, in this Agreement to a “return cash, the sum of the Deposit” shall also be deemed to include a return of One Hundred Dollars ($100.00) (the “Deposit” Independent Consideration”), in addition to the Deposit and the Purchase Price. The Independent Consideration is independent of any other consideration provided hereunder, shall be fully earned by Seller upon the Effective Date of this Agreement, and is not refundable under the “Other Property Purchase Agreements” (as defined herein)any circumstances.

Deposit. 1. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the execution of this Agreement by all parties, time being of the essence, Purchaser shall deposit with Commonwealth Land Title Insurance Company (the "ESCROW AGENT") the amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) (the "INITIAL DEPOSIT"). Within three (3) business days following the expiration of the “Due Diligence Period” Study Period (as hereinafter definedprovided that Purchaser does not exercise its right to terminate this Agreement and receive the return of the Initial Deposit), Buyer time being of the essence, Purchaser shall post an additional deposit with Escrow Holder additional cash or other in immediately available funds good funds, by federal wire transfer (the "ADDITIONAL DEPOSIT", together with the Initial Deposit, the "DEPOSIT") in an amount equal to TWO HUNDRED THOUSAND DOLLARS ($200,000.00). The Deposit shall be non-refundable to Purchaser, except as otherwise expressly provided in this Agreement. The Deposit shall be held by Escrow Agent in escrow (the "ESCROW DEPOSIT") pursuant to the escrow agreement in the form attached hereto as Exhibit C, to be entered into among Seller, Purchaser and Escrow Agent (the "ESCROW AGREEMENT"), and delivered to Escrow Agent concurrently with the Deposit. 2. The Deposit shall be invested in accordance with the Escrow Agreement, and all interest and other amounts earned on the Deposit shall constitute additional Deposit for all purposes in this Agreement. 3. At Closing, Escrow Agent shall distribute the Deposit to Seller, and Purchaser shall receive a credit against the Purchase Price in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insureddistributed to Seller, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderif this Agreement is terminated, the Deposit shall be paid disbursed by Escrow Agent to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer or Purchaser in accordance with any right to so terminate provided herein, (c) the failure terms of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. (a) Within one (1) business day following Business Day after the mutual execution and exchange of this Agreementdate hereof, Buyer Acquiror shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)with Wilmington Trust, in the form of a wire transfer payable to Chicago Title Insurance Company N.A. (“Escrow HolderAgent”). Unless this Agreement shall have been terminated pursuant ) in a single wire transfer an amount in cash equal to the provisions hereof prior thereto, no later than three $500,000,000.00 (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued earned thereon, the “Deposit”). Subject to the terms of the Escrow Holder shall deposit Agreement, while held by the Escrow Agent, upon the request of Acquiror, the Deposit shall be placed in an interest-bearing account under Acquiror’s taxpayer identification number, and all interest so earned in connection with the Deposit shall be deemed a non-commingled trust account part of the Deposit and shall invest accrue to the benefit of the party receiving the Deposit. Acquiror shall be responsible for any Taxes on the interest or earnings from the Deposit and any fee charged by the Escrow Agent in connection with the placement of the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon account. (b) The Deposit shall be credited applied as a credit to Buyer’s account the Purchase Price at Closing. In the event of (i) a valid termination of this Agreement by Parent pursuant to Section 9.01(b) if, at the time of such termination, (A) the closing condition in Section 8.01(a) has been satisfied and deemed Parent has irrevocably confirmed in writing to be part Acquiror that it stands ready, willing and able to consummate the transactions contemplated by this Agreement on the date falling ten (10) Business Days after delivery of such confirmation, and (B) at the end of such ten (10) Business Day period, Acquiror does not consummate the transactions contemplated by this Agreement or (ii) termination of this Agreement pursuant to any other provision of Section 9.01 except for a valid termination by (x) either party pursuant to Section 9.01(c) or (y) Acquiror pursuant to Section 9.01(d) or Section 9.01(f), Escrow Agent is authorized to deliver the Deposit to Parent on or before the tenth (10th) Business Day following receipt by Escrow Agent and the non-terminating party of written notice of such termination, unless (solely if Acquiror is the non-terminating party) Acquiror notifies Escrow Agent within five (5) Business Days following receipt by Escrow Agent and Acquiror of written notice of such termination that Acquiror disputes the right of Parent to receive the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the valid termination of this Agreement by Buyer in accordance with any right (x) either party pursuant to so terminate provided herein, (cSection 9.01(c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (dy) any Acquiror pursuant to Section 9.01(d) or Section 9.01(f), Escrow Agent is authorized to deliver the Deposit to Acquiror on or before the tenth (10th) Business Day following receipt by Escrow Agent and the non-terminating party of written notice of such termination, unless (solely if Parent is the non-terminating party) Parent notifies Escrow Agent within five (5) Business Days following receipt by Escrow Agent and Parent of written notice of such termination that Parent disputes the right of Acquiror to receive the Deposit. In the event of a notification by the non-terminating party that it disputes the right of the other reason other than party to receive the Deposit, Escrow Agent may interplead the Deposit into a default by Buyercourt of competent jurisdiction in the county in which the Deposit has been deposited. All attorneys’ fees and costs and Escrow Agent’s costs and expenses incurred in connection with such interpleader shall be assessed against the party that is not awarded the Deposit, or if the Deposit is distributed in part to both parties, then in the inverse proportion of such distribution. It is understood and agreed that the Deposit shall be immediately deemed earned by Parent, represents adequate bargained-for consideration for Parent’s execution and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate delivery of this Agreement. All references , and is non-refundable to Acquiror except as expressly set forth in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Section 2.08.

Deposit. Within one One (1) business Business day following the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into with Title Company, as escrow agent (in such capacity, “Escrow (as defined below) the amount of Seven Agent”), Two Hundred Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00200,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Initial Deposit”), ) in the form of a immediately available funds by wire transfer payable to Chicago Title Insurance Company (“such account as Escrow Holder”)Agent shall designate to Buyer. Unless If this Agreement shall have been is not terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter definedsubsection 7.1(a), Buyer shall deposit with Escrow Holder Agent on the first Business Day following expiration of the Due Diligence Period an additional cash or other Three Hundred Seventy Five Thousand and no/100 Dollars ($375,000.00) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars by wire transfer to such account as Escrow Agent shall designate to Buyer ($100,000) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Additional Deposit”). If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and together with Seller may terminate this Agreement, in which event the Initial Deposit Deposit, and all interest accrued thereon, shall be immediately delivered to Seller as liquidated damages in accordance with Section 12.1. The Initial Deposit and, if delivered, the Additional Deposit and the Extension Deposit (as defined below), together with all accrued interest thereon, shall be referred to collectively herein as the “Deposit”). Escrow Holder shall deposit .” Upon delivery of the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderEscrow Agent, the Deposit will be deposited by Escrow Agent into an interest-bearing account acceptable to Buyer and Seller and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Deposit while held by Escrow Agent shall be paid to Existing Owner and credited against the Purchase Price on party to whom the Deposit is paid, except that if the Closing Date. In the event the sale of the Property is not consummated because of (a) occurs, Buyer shall receive a Seller default, (b) the termination of this Agreement by Buyer credit for such interest in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinsubsection 2.2(a).

Deposit. Within three (3) business days following the Effective Date and as a condition precedent to this Agreement becoming a binding agreement between the parties, Purchaser will deposit Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000) (the “Initial Deposit”) with Title Insurance Company, having an office at (“Escrow Agent”) by wire transfer of immediately available federal funds and will provide Escrow Agent with a fully completed form W-9 which provides Purchaser’s tax identification number. Provided that Purchaser has not terminated this Agreement in accordance with the terms hereof prior to the expiration of the Due Diligence Period, then, within one (1) business day following the mutual execution and exchange expiration of this Agreementthe Due Diligence Period, Buyer shall Purchaser will deposit into Escrow (as defined below) the amount of Five Million Seven Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,0005,750,000) (the “Additional Deposit”, ; and together with the Initial Deposit and all interest accrued thereon, Additional Deposit being collectively referred to herein as the “Deposit”)) with the Escrow Agent by wire transfer of immediately available federal funds. Escrow Holder shall If Purchaser fails to deposit the Initial Deposit in a non-commingled trust account and shall invest within the Deposit in an insuredtime period provided for above, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable Seller may at any time prior to Existing Owner and interest thereon shall be credited to BuyerEscrow Agent’s account and deemed to be part receipt of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit terminate this Agreement, in which case this Agreement shall be paid null and void ab initio, and in such event Escrow Agent will immediately deliver to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination all copies of this Agreement by Buyer in its possession, and thereafter neither party shall have any further rights or obligations to the other hereunder, except as otherwise set forth in this Agreement. If Purchaser fails to deposit the Additional Deposit within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Additional Deposit, terminate this Agreement, in which case Purchaser shall be deemed to have delivered a Notice of Termination and terminated this Agreement prior to the expiration of the Due Diligence Period in accordance with any right to so terminate provided hereinSection 6.3 hereof, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be and in such event Escrow Agent will immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make deliver the Initial Deposit to Purchaser, and thereafter neither party shall have any further rights or obligations to the Additional Deposit other hereunder, except as and when required hereunder shall be for Seller to terminate otherwise set forth in this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).[DRAFTING NOTE: PURCHASER SHALL SELECT THE TITLE INSURANCE COMPANY TO ACT AS ESCROW AGENT IN PURCHASER’S SOLE AND ABSOLUTE DISCRETION]

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after following the expiration execution of the “Due Diligence Period” (as hereinafter defined)this Agreement, Buyer Purchaser shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) with Escrow Agent as the e▇▇▇▇▇▇ money deposit (the “Additional "Initial E▇▇▇▇▇▇ Money Deposit”"). Upon the expiration of the Inspection Period, in the event Purchaser does not terminate this Agreement pursuant to the terms hereof, the E▇▇▇▇▇▇ Money shall become non-refundable and shall not be returnable to the Purchaser under any circumstances except as otherwise expressly provided in this Agreement, including, without limitation, Section 12.1 below in the event of a default by Seller which remains uncured after applicable notice and cure periods. If Purchaser shall validly exercise any right or option under this Agreement to rescind, cancel or terminate this Agreement, the E▇▇▇▇▇▇ Money shall be immediately paid over and refunded to Purchaser in accordance with the terms and conditions of an escrow agreement to be entered into by and between Seller, Purchaser and Escrow Agent, the form of which is attached hereto as Exhibit "D" and incorporated herein by reference (the "Escrow Agreement"), in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, except as otherwise expressly provided herein. Escrow Agent shall promptly invest the E▇▇▇▇▇▇ Money and disburse same in accordance with the terms, conditions and provisions of the Escrow Agreement, and together with the Initial Deposit interest and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest income earned thereon shall be credited accrue to Buyer’s account and deemed to be become part of the DepositE▇▇▇▇▇▇ Money. In Purchaser shall pay any of Escrow Agent's fees and banking charges for serving as escrow agent, if any. At and in the event of Closing, Escrow Agent shall tender the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid E▇▇▇▇▇▇ Money to Existing Owner and credited against the Purchase Price Seller on the Closing Date. In Date and the event the sale E▇▇▇▇▇▇ Money so delivered to Seller shall be applied and credited in reduction of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one (1a) business day following Upon the mutual execution and exchange opening of this Agreement, Buyer shall deposit into Escrow (as defined belowhereinafter set forth) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable Acquirer shall deliver to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” Agent (as hereinafter defined), Buyer shall deposit with Escrow Holder additional ) cash or other immediately available funds in the amount sum of One Five Hundred Thousand and No/100 Dollars ($100,000500,000.00), ("Initial Deposit") which shall be held by Escrow Agent as security for the full performance by Acquirer of its obligations hereunder and on account of its obligations at Closing, subject to the following terms and conditions: (i) If Acquirer elects to continue with its acquisition of the “Additional Deposit”Property pursuant to this Agreement after the Approval Period or the Extended Approval Period, and together with as the case may be, (as hereinafter defined), Acquirer shall increase the Initial Deposit prior to the Approval Date or the Extended Approval Date, as the case may be, by cash in the amount of Two Million Dollars ($2,000,000) for a total of $2,500,000 (which sum, together with any interest earned thereon and all interest accrued thereonadditions thereto, are herein collectively called the “"Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account ") and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid become non- refundable subject to Existing Owner and credited against the Purchase Price on the remaining conditions to Closing; (ii) If Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyeroccurs, then the Deposit shall be immediately refunded; (iii) If Closing does not occur and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder Owner shall be for Seller entitled to terminate this Agreement. All references liquidated damages as provided in this Agreement Paragraph 10(b) hereof, Owner shall be entitled to a “the Deposit; and (iv) If the Closing does not occur and Acquirer shall be entitled to the return of the Deposit” Deposit as provided in this Agreement, the same shall also be deemed returned to include Acquirer. (b) The Deposit shall be at all times invested by Escrow Agent in the following investments ("Approved Invest ments"): (i) United States Treasury obligations, (ii) United States Treasury-backed repurchase agreements issued by a return major money center banking institution reasonably acceptable to Owner, (iii) Certificates of Deposit or Money Market Accounts of institutions whose deposits are insured by the “Deposit” under the “Other Property Purchase Agreements” FDIC or (iv) such other manner as defined herein)may be reasonably agreed to by Owner and Acquirer. The Deposit shall be disposed of by Escrow Agent only as provided in this Agreement.

Deposit. Within one One (1) business Business day following the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into with Title Company, as escrow agent (in such capacity, “Escrow (as defined below) the amount of Seven Agent”), Two Hundred Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00200,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Initial Deposit”), ) in the form of a immediately available funds by wire transfer payable to Chicago Title Insurance Company (“such account as Escrow Holder”)Agent shall designate to Buyer. Unless If this Agreement shall have been is not terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter definedsubsection 7.1(a), Buyer shall deposit with Escrow Holder Agent on the first Business Day following expiration of the Due Diligence Period an additional cash or other Five Hundred Twenty Five Thousand and no/100 Dollars ($525,000.00) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars by wire transfer to such account as Escrow Agent shall designate to Buyer ($100,000) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Additional Deposit”). If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and together with Seller may terminate this Agreement, in which event the Initial Deposit Deposit, and all interest accrued thereon, shall be immediately delivered to Seller as liquidated damages in accordance with Section 12.1. The Initial Deposit and, if delivered, the Additional Deposit and the Extension Deposit (as defined below), together with all accrued interest thereon, shall be referred to collectively herein as the “Deposit”). Escrow Holder shall deposit .” Upon delivery of the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderEscrow Agent, the Deposit will be deposited by Escrow Agent into an interest-bearing account acceptable to Buyer and Seller and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Deposit while held by Escrow Agent shall be paid to Existing Owner and credited against the Purchase Price on party to whom the Deposit is paid, except that if the Closing Date. In the event the sale of the Property is not consummated because of (a) occurs, Buyer shall receive a Seller default, (b) the termination of this Agreement by Buyer credit for such interest in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinsubsection 2.2(a).

Deposit. (a) Within one two (12) business day days following the mutual execution and exchange of this AgreementAgreement Date, Buyer shall deposit into the Escrow (as defined below) the amount sum of Seven One Million Two Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.001,250,000.00) (the “Initial Deposit”), in Current Funds with the form Title Company. The Deposit shall be held by the Title Company in an interest-bearing account and all interest thereon shall become part of a wire transfer payable to Chicago Title Insurance Company the Deposit. (“Escrow Holder”). Unless this Agreement shall have been terminated b) If Buyer delivers the Go Forward Notice pursuant to the provisions hereof prior thereto, no later than three (3Section 1.2(a) business days after above on or before the expiration of the “Due Diligence Property Approval Period” (as hereinafter defined), then Buyer shall deposit with in Escrow Holder an additional cash or other immediately available funds in the amount of One Million Two Hundred Fifty Thousand and No/100 Dollars ($100,0001,250,000.00) (the “Additional Deposit”) in Current Funds within one (1) business day after the expiration of the Property Approval Period. If and when the Additional Deposit is deposited by Buyer into Escrow as provided hereunder, and together with then all references herein to the Initial “Deposit” shall refer, collectively, to the initial Deposit pursuant to Section 2.2(a) plus the Additional Deposit, and all interest accrued earned thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account . (c) If Seller and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of complete the purchase and sale of the Property as contemplated hereunderin accordance with this Agreement, the Deposit shall be applied to payment of the Purchase Price for the Property in accordance with Section 2.1 hereof. If the purchase and sale of the Property is not so completed and this Agreement terminates following the expiration of the Property Approval Period for any reason other than a default by Seller hereunder or a termination of this Agreement pursuant to Sections 6.2, 6.3, or 7.2 hereof, then the Deposit shall be paid to Existing Owner Seller. If the purchase and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) so completed and this Agreement terminates due to a default by Seller default, (b) the hereunder or a termination of this Agreement by Buyer in accordance with any right pursuant to so terminate provided hereinSections 6.2, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur 6.3, or (d) any other reason other than a default by Buyer7.2 hereof, then the Deposit shall be immediately and automatically paid over returned to Buyer without upon such termination of this Agreement. (d) If Buyer fails to timely deposit into the need for Escrow any further action by either Party hereto. The sole remedy for a failure by portion of the Deposit within the time periods required, then Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for deemed in default under this Agreement, Seller to may terminate this Agreement. All references in this Agreement by written notice to a “return Buyer at any time prior to the date on which Buyer deposits such portion of the Deposit” , Seller shall also be deemed entitled to include a return retain any portion of the “Deposit” Deposit previously placed into Escrow by Buyer, and the parties shall have no further rights or obligations under this Agreement, except for rights and obligations that, by their terms, survive the “Other Property Purchase Agreements” (as defined herein)termination of this Agreement.

Deposit. Within one (1a) business day following Not later than 5:00 p.m. Eastern Standard Time (“EST”) on the mutual execution and exchange Agreement Date, the Purchaser, for the benefit of this AgreementSeller, Buyer shall deposit into with the Escrow (as defined below) Agent by bank wire transfer the amount sum of Seven Thousand One Hundred Forty Three and No/100 Thirty Million Dollars ($7,143.00) 30,000,000.00), as an ▇▇▇▇▇▇▇ money deposit to assure Purchaser’s performance hereunder (together with all interest thereon, if any, the “Initial Deposit”). If the Purchaser fails to timely deliver the Initial Deposit within the time period specified in this Section 2.2, then this Agreement shall automatically terminate (except for those matters which are indicated herein as surviving termination), whereupon neither party shall have any further rights, duties or obligations hereunder other than the obligations and rights set forth herein that expressly survive the termination of this Agreement. Notwithstanding the foregoing, if there is any delay in the form delivery of a the Initial Deposit within the time period specified in this Section 2.2 for reasons beyond Purchaser’s reasonable control, so long as the Initial Deposit is actually received by Escrow Agent on or before ▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇▇ being understood and agreed that Escrow Agent shall, pursuant to Section 1 of the Escrow Agreement, notify Purchaser and Seller by e-mail upon receipt of the Initial Deposit), Purchaser shall be deemed to have satisfied its obligation to deliver the Initial Deposit within the time period specified in this Section 2.2 by providing Seller with the wire confirmation and ABA routing number or SWIFT Code evidencing the wire transfer payable of the Initial Deposit to Chicago the Escrow Agent on or before 5:00 pm EST on December 23, 2015. Simultaneously with the execution and delivery of this Agreement and prior to the delivery of the Initial Deposit, Seller, the Purchaser and Fidelity National Title Insurance Company (“Escrow HolderAgent”) shall enter into an escrow agreement substantially in the form of Exhibit E attached hereto (the “Escrow Agreement”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the The Initial Deposit and all interest accrued thereon, the Extension Deposit (if applicable pursuant to Section 3.1) are collectively referred to herein as the “Deposit”). Escrow Holder .” The Deposit shall deposit the Deposit in a be non-commingled trust account and refundable except as otherwise provided herein. (b) Escrow Agent shall invest place the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills escrow account at a federally insured commercial bank or such other instruments as directed by Buyer and financial institution reasonably acceptable to Existing Owner both Seller and interest thereon Purchaser. Escrow Agent shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, hold the Deposit in accordance with the terms of this Agreement and the Escrow Agreement. At Closing, Escrow Agent shall be paid deliver the Deposit to Existing Owner Seller and credited credit the Deposit against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one No later than April 20, 2005, the Purchaser shall deliver to Continental Stock Transfer & Trust Company or such other entity as shall be mutually agreed by Purchaser and the Shareholder Representative (1the “Deposit Escrow (i) business day following One Million Dollars ($1,000,000) in cash (the mutual execution and exchange “Deposit Cash”), (ii) 500,000 shares of this Agreement, Buyer shall deposit into Escrow Sunset Common (as defined below) in the amount name of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) the Company (the “Initial Deposit”)Deposit Shares” and, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together collectively with the Initial Deposit and all interest accrued thereonCash, the “Deposit”), which shares shall not be deemed issued or outstanding unless and until required to be released to the Company in accordance with the terms of the Deposit Escrow Agreement, and (iii) a confession of judgment promissory note executed by the Purchaser in favor of the Company in the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000) in substantially the same form as Exhibit C attached hereto and incorporated herein by this reference (the “Escrow Note”), which Escrow Note shall not be deemed to be issued or outstanding unless and until required to be released to the Company in accordance with the terms of the Deposit Escrow Agreement. The Escrow Holder Note and the Deposit, together with any interest thereon but less any applicable escrow fees and expenses to which the Deposit Escrow Agent is entitled pursuant to an escrow agreement entered into as of March 7, 2005 by the Purchaser, the Company, the Shareholder Representative (as representative of the Selling Parties) and the Deposit Escrow Agent (as amended, the “Deposit Escrow Agreement”), shall constitute the “▇▇▇▇▇▇▇ Money” and shall be held by the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement. The Purchaser shall have the right to prepay at any time, without premium, all or any portion of the principal indebtedness evidenced by the Escrow Note, together with accrued interest on the principal so prepaid to the date of such prepayment. Such prepayment shall be made by the Purchaser by depositing the amount to be prepaid into the Deposit Account, which shall become part of the Deposit Cash and the ▇▇▇▇▇▇▇ Money, and shall be held and disbursed in accordance with the terms of the Deposit Escrow Agreement. The principal amount of the Escrow Note shall be reduced by $2.00 for each $1.00 so deposited into the Deposit Account by the Purchaser. Subject to and in accordance with the terms of the Deposit Escrow Agreement, at the Closing, (x) the Deposit Escrow Agent shall release the Deposit Shares and Escrow Note to Purchaser, each of which shall be deemed cancelled and of no further force and effect upon release to Purchaser, and (y) the Deposit Escrow Agent shall deposit the Deposit in a non-commingled trust account Cash (together with all income and shall invest the Deposit in an insuredgain, interest bearing money market accounts, certificates of deposit, United States Treasury Bills dividends or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of distributions earned or received on the Deposit) into the Escrow Account. In Except as the Parties may otherwise agree in writing, in the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer is terminated prior to Closing in accordance with any right to so terminate provided hereinthe provisions of Article IX of this Agreement, the ▇▇▇▇▇▇▇ Money shall be dispersed in accordance with Section 9.2 e. of this Agreement.” (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return Section 1.8 of the Deposit” shall also be deemed Merger Agreement is hereby amended and restated to include a return of the “Deposit” under the “Other Property Purchase Agreements” (read in its entirety as defined herein).follows:

Deposit. Within one (1) business day following Simultaneously with the mutual execution and exchange of this Agreement, Buyer the Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 5,000,000 in immediately available funds (the “Initial "Deposit”), in ") with the form firm of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Salmon & Nostrand pursuant to the provisions hereof prior theretoEscrow Agreement, no later than three (3) business days after the expiration dated as of the “Due Diligence Period” (as hereinafter defined)date hereof, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in by and among the amount of One Hundred Thousand Purchaser, the Seller, Salmon & Nostrand and No/100 Dollars ($100,000) TransNation Land America, Inc. (the “Additional Deposit”"Escrow Agent"). Pursuant to the Escrow Agreement, if the Board of Directors of the Seller approves this Agreement, then within one Business Day after receipt of notice of such approval Salmon & Nostrand shall either (i) deliver (x) the Deposit to the Escrow Agent to be held in accordance with the Escrow Agreement, and together with (y) any interest accrued on the Initial Deposit to the Purchaser or (ii) if the Purchaser shall have delivered the Letter of Credit to the Seller, return the Deposit and all any interest accrued thereonthereon to the Purchaser. At the Closing, the “Deposit”). Escrow Holder shall deposit (A) if the Deposit in a non-commingled trust account and shall invest has been delivered to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderEscrow Agent, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on and any interest accrued thereon shall be disbursed to the Purchaser or (B) if the Letter of Credit shall have been delivered to the Seller, the Seller shall draw upon the Letter of Credit in full (the Purchaser hereby agreeing that the Seller shall not be obligated to consummate the Closing Date. In unless and until the event the sale issuer of the Property is not consummated because Letter of (a) a Credit shall have paid the proceeds of the Letter of Credit to the Seller). If the Purchaser shall default in its obligations under this Agreement, the Deposit and any interest accrued thereon shall be disbursed to the Seller defaultor, (b) if the termination Letter of this Agreement by Buyer in accordance with any Credit shall have been delivered to the Seller, the Seller shall have the right to so terminate provided hereindraw upon the Letter of Credit in full, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then with the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit interest accrued thereon or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return proceeds of the Deposit” shall also be deemed to include a return Letter of Credit, as the “Deposit” under the “Other Property Purchase Agreements” (case may be, constituting liquidated damages as defined hereinprovided in Section 12.03(a).

Deposit. Within one two (12) business day following days after the mutual full execution and exchange delivery of this Agreement, Buyer shall deposit into with the Escrow (as defined below) Holder the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($7,143.00450,000.00) (the “Initial Deposit”), in the form of a ) by federal wire transfer payable to Chicago Title Insurance Company of immediately available funds. If Buyer has not sooner terminated this Agreement, then within two (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration of the “Due Diligence Inspection Period” (as hereinafter defined), Buyer shall deposit with the Escrow Holder the additional cash or other immediately available funds in the amount sum of One Hundred Thousand and No/100 Dollars FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($100,000450,000.00) (the “Additional Subsequent Deposit”, and together with ; the Initial Deposit and all interest accrued thereonSubsequent Deposit, if and when deposited, are collectively, the “Deposit”)) by federal wire transfer of immediately available funds. Escrow Holder shall deposit The Deposit and all interest earned on such amounts are referred to collectively as the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the “Deposit”. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall only be paid refundable to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of Buyer if (a) a Seller defaultBuyer terminates this Agreement prior to the expiration of the Inspection Period, or (b) the termination of Buyer or Seller terminates this Agreement by Buyer in accordance with any right to so terminate provided herein, for other reasons expressly enumerated herein (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then ) which expressly contemplate a refund of the Deposit to Buyer. The Deposit shall be immediately and automatically paid over applied to the Purchase Price at the Closing. If Buyer without shall fail to timely make the need for Deposit, then Seller may, at any further action time thereafter until such Deposit has been made, terminate this Agreement by either Party hereto. The sole remedy for a failure written notice to Buyer, in which case this Agreement shall terminate, any portion of the Deposit previously made by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for paid to Seller and the parties shall have no further liability to terminate one another arising from this Agreement. All references in , except that the provisions of this Agreement to a “return which expressly survive the termination of this Agreement (including, but not limited to, Sections 10.14, 10.15, 10.16, 10.18, and 10.20) shall survive such termination and be enforceable by the Deposit” shall also be deemed to include a return of parties thereafter (the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSurviving Contract Provisions”).

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) pay to Settlers Title Agency, Inc. (the “Initial Deposit”), "Title Company") a deposit either in the form of cash or letter of credit substantially in the form attached hereto and made a wire transfer payable to Chicago Title Insurance Company part hereof as Exhibit H in the sum of One Hundred Twenty-Seven Thousand Six Hundred Fifty Dollars (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to $127,650.00) ((the provisions hereof prior thereto, no later than "Deposit") within three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)complete execution of this Agreement. The Deposit, Buyer if in cash, shall deposit with Escrow Holder additional cash or other immediately available funds be held in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit escrow in an insured, interest bearing money market accounts, certificates account in a federally–insured banking institution in the State of deposit, United States Treasury Bills or such other instruments as directed by Buyer New Jersey and reasonably acceptable to Existing Owner and any interest accruing thereon shall be part of the Deposit. If the performance and maintenance bonds (“Bonds”) listed on Exhibit I attached hereto and made a part hereof have been returned to Seller or are being returned to Seller at Closing, the Deposit shall be credited against the cash portion of the Purchase Price due at Closing (as defined below). Otherwise, the Deposit shall remain in escrow until all of the Bonds have been returned to Seller, at which time the Deposit shall be released to Buyer’s account . If Buyer terminates this Agreement pursuant to Paragraphs 5, 6, 10, 11, 26 or 27, the Deposit plus the accrued interest thereon, shall be immediately returned to Buyer. Seller and deemed Buyer acknowledge that the Title Company is acting solely as an escrow holder at their request and for their convenience and that the Title Company shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in willful disregard of this Agreement or involving its gross negligence. Seller and Buyer shall jointly and severally indemnify and hold Title Company harmless from and against any loss or liability arising from the performance of its duties as Title Company hereunder, unless Title Company has wilfully disregarded the terms of this Agreement or committed gross negligence. The Title Company shall not be part entitled to any fees for the performance of its services as escrow holder hereunder. In the event there is any dispute between Seller and Buyer with respect to the performance of obligations hereunder or the disposition of the Deposit or in the event the Title Company shall otherwise believe in good faith at any time that a disagreement or dispute has arisen between the parties with respect to release of the Deposit (whether or not litigation has been instituted), Title Company shall have the right, at any time upon written notice to both Seller and Buyer (“Title Company Elections”), to (a) retain the Deposit in escrow pending resolution of the dispute or (b) place the Deposit with the Clerk of the Court in which any litigation is pending. Prior to releasing the Deposit from escrow, Title Company shall give notice to the parties hereto of its disbursement intentions. The parties shall be given ten (10) days from receipt of said notice to advise Title Company of a dispute with respect to the disposition of the Deposit. In the event Title Company receives notice of any dispute from Seller or Buyer within said ten (10) days with respect to the performance of the consummation parties’ obligations hereunder or the disposition of the purchase Deposit and/or interest, Title Company shall select an alternative within the Title Company Elections. If no notice of a dispute is received within said ten (10) days, Title Company shall be entitled and sale of the Property as contemplated hereunder, hereby directed to release the Deposit shall be paid (to Existing Owner and credited against the Purchase Price on extent the Closing Date. In the event the sale of the Property is not consummated because of (aparties are entitled to same) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately its disbursement notice and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Sale.

Deposit. Within one two (12) business day following “Business Days” (as hereinafter defined) after the mutual execution date this Agreement is executed by Seller and exchange of this AgreementPurchaser, Buyer Purchaser shall deposit with Old Republic Title Company (in its capacity as escrow agent, “Escrowee”), by wire transfer of immediately available federal funds to an account designated by Escrowee (the “Escrow Account”), the Initial Deposit, which Initial; Deposit shall be held by Escrowee pursuant to the escrow agreement (the “Escrow Agreement”) set forth in Section 10.23. If Purchaser shall fail to deposit the Initial Deposit with Escrowee within two (2) Business Days after the date this Agreement shall be executed and delivered by Seller and Purchaser, at Seller’s election by written notice delivered at any time before the Initial Deposit is actually deposited into the Escrow Account by Purchaser, this Agreement shall be null, void ab initio and of no force or effect. In the event Purchaser elects to proceed with the transaction and delivers an “Approval Notice” (as defined below) on or before the amount expiration of Seven Thousand One Hundred Forty Three and No/100 Dollars the Due Diligence Period in accordance with the provisions of Section 4.2.3 below, within one ($7,143.001) Business Day following the expiration of the Due Diligence Period Purchaser shall deposit with Escrowee the Additional Deposit. The Initial Deposit shall become nonrefundable upon delivery of the Approval Notice (except to the “Initial Deposit”extent specifically set forth in this Agreement), and the Additional Deposit shall become nonrefundable upon deposit with Escrowee (except to the extent specifically set forth in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”this Agreement). Unless this Agreement If Purchaser delivers an Approval Notice and shall have been terminated pursuant fail to deposit the provisions hereof prior thereto, no later than three Additional Deposit with Escrowee within one (31) business days Business Day after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with then, at Seller’s election by written notice delivered at any time before the Additional Deposit is actually deposited into the Escrow Holder additional cash or other immediately available funds in Account by Purchaser, then Seller may retain the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthis Agreement shall terminate (and no party hereto shall have any further obligations in connection herewith except for those obligations and liabilities which, pursuant to the terms of this Agreement, expressly survive such termination [collectively, the “DepositSurviving Obligations”]). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event Purchaser elects to extend the Scheduled Closing Date pursuant to Section 5 below, Purchaser shall deposit with Escrowee the Extension Deposit within one (1) Business Day after delivery of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of Extension Notice (a) a Seller default, (b) the termination of this Agreement by Buyer defined in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinSection 5).

Deposit. Within one (1) business day following the mutual execution The Deposit and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) interest earned thereon (the “Initial Deposit”)Deposit Interest, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereoncollectively, the “Deposit”). Escrow Holder Downpayment) shall be held and disbursed by Seller’s Solicitors, in trust, on the terms hereinafter set forth: (a) Seller’s Solicitors shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates account of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. a Canadian chartered bank. (b) In the event that this Agreement is terminated by Purchaser pursuant to Section 5.2(b) below, the Downpayment shall forthwith be released to Purchaser forthwith, and the provisions of Section 5.2(b) shall apply. (c) If the consummation of the purchase and sale of the Property Closing takes place as contemplated hereunderpursuant to this Agreement, then Seller’s Solicitors shall disburse the Downpayment on the Closing Date to Seller, and Purchaser shall receive a credit against the Purchase Price in an amount equal to the Downpayment. (d) If the Closing does not take place as contemplated pursuant to this Agreement for any reason, other than by reason of a Seller’s default, the Deposit Downpayment shall be paid to Existing Owner and credited against the Purchase Price on Seller forthwith. (e) If the Closing Date. In does not take place as contemplated pursuant to this Agreement by reason of a Seller’s Default, in addition to any and all other remedies which Purchaser may have in respect thereof, whether in law and/or equity, the event Downpayment shall be returned to the sale Purchaser forthwith, provided however that the Seller’s liability in respect of any Seller’s Default shall be capped at the amount of the Property Deposit. (f) If there is not consummated because of (a) a Seller default, (b) any dispute as to whom the Downpayment is to be released upon termination of this Agreement Agreement, Sellers’ Solicitors shall not release the Downpayment to either party, but in such event, Sellers’ Solicitors shall hold same until receipt by Buyer Seller’s Solicitors of an authorization in accordance with any right writing, signed by both Sellers and Purchaser, directing the disposition of same, or, in the absence of such authorization, Seller’s Solicitors shall hold the Downpayment until the final determination of the rights of the parties in an appropriate proceeding. If such written authorization is not given, or proceedings for such determination are not begun within thirty (30) days after the Closing Date and diligently continued, Seller’s Solicitors may bring an appropriate action or proceeding for leave to so terminate provided herein, (c) deposit the failure of any of BuyerDownpayment in court pending such determination. Seller’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit Solicitors shall be immediately reimbursed for all costs and automatically paid over expenses of such action or proceeding including, without limitation, reasonable attorneys’ fees and disbursements, by the party determined not to Buyer without be entitled to the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Downpayment.

Deposit. Within one (1a) business day following Simultaneously with the mutual execution and exchange delivery of this Agreement, Buyer shall deposit into Purchaser is depositing with COMMONWEALTH LAND TITLE INSURANCE COMPANY of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Escrow (as defined below) Agent"), the amount sum of Seven Thousand One Hundred Forty Three and No/100 Dollars TWO HUNDRED FIFTY THOUSAND DOLLARS ($7,143.00250,000.00) (the “"Initial Deposit”)") in good funds, in the form of a either by certified bank or cashier's check or by federal wire transfer payable to Chicago Title Insurance Company transfer. (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3b) business days after On or before the expiration of the “Due Diligence Inspection Period” (, as hereinafter defined)defined in Section 3.1 hereof, Buyer Purchaser shall deposit with deliver to Escrow Holder additional cash or other immediately available funds in Agent the amount sum of One Hundred Thousand and No/100 Dollars FIFTY THOUSAND DOLLARS ($100,00050,000.00) (the “Additional "Second Deposit”") in good funds, and together with the either by certified check or cashier's check or by federal wire transfer. The Initial Deposit and all the Second Deposit, together with any interest accrued thereon, are collectively referred to hereinafter as the “"Deposit”)". Upon the delivery of the Second Deposit to Escrow Holder Agent, the Inspection Period and the Title Inspection Period, as defined in Section 2.1 hereof, shall deposit the Deposit in a non-commingled trust account and be deemed to have expired. (c) Escrow Agent shall invest hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderPurchaser, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure terms and conditions of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references interest on such sum shall be deemed income of Purchaser, and Purchaser shall be responsible for the payment of all costs and fees imposed on the Deposit account. The Deposit and all accrued interest shall be distributed in accordance with the terms of this Agreement. The failure of Purchaser to timely deliver any Deposit hereunder shall be a material default, and shall entitle Seller, at Seller's sole option, to terminate this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)immediately.

Deposit. A. Within one thirty (130) business day following days of signing this Agreement, BIFC shall deposit $50,000 cash to be held in an escrow account at the mutual execution First Bank of ▇▇▇▇▇▇, Newton, Kansas. Said amount held in escrow shall be paid out pursuant to the forfeiture provisions as set forth in this Section or shall be returned to BIFC after “start-up” upon inspection and exchange approval of ▇▇▇▇▇▇ County. B. The purpose of said cash deposit is to guaranty BIFC’s due diligence in proceeding forward with this Agreement. Said deposit shall be forfeited and shall become the property of ▇▇▇▇▇▇ County in the event BIFC does not commence construction within nine (9) months of the signing of this Agreement or in the event BIFC does not commence “start-up” within twenty-seven (27) months of the signing of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable . C. Relative to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of said deposit, United States Treasury Bills both parties understand that there may be unforeseen circumstances that might delay commencement of construction or delay “start-up” that are not within the control of either party. In such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall an event, said deposit will not be credited to Buyer’s account and deemed to be part of the Depositforfeited but instead will remain deposited in said separate account. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property it subsequently appears that BIFC is not consummated because of (a) a Seller defaultexercising due diligence in commencing construction or following through with “start-up”, (b) the termination of then said deposit will be forfeited and this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately will become null and automatically paid over to Buyer without the need for any further action by either Party hereto. void. D. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required escrow agent hereunder shall be liable as a depository only and shall not be responsible for Seller to terminate this Agreement. All references in this Agreement to a “return the sufficiency or the accuracy of the Deposit” form, execution, or validity of documents deposited hereunder, nor shall also it be deemed to include a return liable in any respect on the account of the “Deposit” under identity, authority or rights of the “Other Property Purchase Agreements” (persons executing or delivering any document or paper. The escrow agent shall not be liable for collection items until the proceeds of the same in actual cash have been deposited, nor shall it be liable for the default of any payment as defined herein)hereinbefore described.

Deposit. Within one (1) business day following the mutual On execution and exchange of this Agreement, Buyer shall deposit with Escrow Holder (the "Escrow") a cash deposit (the "Initial Deposit") of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) of which the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) ("First Refundable Deposit") shall immediately become non-refundable, unless there is any material breach, default, fraud or misrepresentation on Seller's part. For purposes of this Section 2.3, "material" shall mean "resulting in damages, loss, or costs in excess of $250,000.00. Said First Refundable Deposit shall also be refundable in the event that Landlord (identified in Section 1.9 herein) prior to Closing, fails to enter into Escrow a Lease Assignment (identified in Section 2.9(c) herein) on terms reasonably acceptable to Seller and Buyer or fails to enter into a Fourth Amendment to the Premises Lease with Buyer on terms reasonably acceptable to Buyer ("Landlord Fails to Consent"). All interest earned on the Deposit (as defined below) shall be paid to the amount recipient of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “underlying principal when the Deposit Funds are disbursed to Buyer or Seller. Upon receipt of the Initial Deposit”), the Escrow Holder shall immediately place the Initial Deposit in the form of a wire transfer payable to Chicago Title Insurance Company an interest-bearing account. Within five (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (35) business days after of ▇▇▇▇▇'s receipt of the Due Diligence Items (defined at Section 2.3(b) below), Buyer shall deliver into Escrow an additional cash deposit (the "Additional Deposit") of SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00), of which the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS shall be non-refundable ("Second Non-Refundable Deposit"), unless there is any material breach, default fraud or misrepresentation on Seller's part or Landlord Fails to Consent, and the Escrow Holder shall immediately place the Additional Deposit into an interest-bearing account. The Initial Deposit and the Additional Deposit are referred to collectively as the "Deposit". In the event that this Agreement is terminated because Landlord Fails to Consent on or before Closing or, prior to the expiration of the “Due Diligence Period” Approval Deadline (as hereinafter defined)defined below) for any reason other than Seller's material breach, Buyer default, fraud or misrepresentation, Seller shall deposit with Escrow Holder additional cash or other immediately available funds in retain the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial First Non- Refundable Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit Second Non-Refundable Deposit and the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part remainder of the Deposit, if any shall be returned to Buyer. Upon expiration of the Approval Deadline, the Deposit shall become irrevocable and non- refundable to Buyer except and only in the event of Seller's material breach, default, fraud or misrepresentation or if Landlord Fails to Consent prior to Closing. In the event Buyer is entitled to the return of any portion of the consummation Deposit under the terms of this Agreement, such portion of the purchase Deposit shall be promptly returned to Buyer (and sale of Seller shall instruct Escrow Holder to so return the Property as contemplated hereunderDeposit to the extent required by Escrow Holder). The Deposit shall be disbursed by Escrow Holder to Seller through Escrow at Closing (and Buyer shall instruct Escrow Holder to so disburse the Deposit to the extent such instruction is required by Escrow Holder). Should the Closing occur, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one (1) On or before the close of business day following the mutual execution and exchange of this Agreementon August 19, 2011, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable deliver to Chicago Title Insurance Company (“Escrow HolderTitle Company”), at its offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Chicago, Illinois, Attention: ▇▇. Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto▇▇▇▇▇ ▇▇▇▇▇▇▇▇, no later than three in its capacity as escrow agent (3) business days after the expiration of the “Due Diligence Period” (as hereinafter definedEscrow Agent”), Buyer shall a deposit with Escrow Holder additional cash in the form of a cashier’s check or other wire transfer of immediately available funds in the amount of One Hundred Thousand Seven Million and No/100 Dollars ($100,0007,000,000.00) (the “Additional Deposit”which amount is referred to in this Agreement, and together with the Initial Deposit and all interest accrued earned thereon, as the “Deposit”). Escrow Holder shall deposit If the Deposit is not delivered within such period, then Seller may terminate this Agreement in a non-commingled trust account its sole and shall invest absolute discretion. All interest earned on the Deposit in an insuredDeposit, interest bearing money market accountsor any portion thereof, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be a part of the Deposit. In The Deposit shall be nonrefundable to Buyer except as otherwise herein expressly provided. The Deposit shall be invested by Escrow Agent in accordance with the event terms of a separate escrow agreement in the form of Exhibit “B” attached hereto and dated as of the consummation of date hereof by and among Buyer, Seller and Escrow Agent (the purchase and sale of “Deposit Escrow Agreement”). At all times that the Property as contemplated hereunderDeposit is being held by Escrow Agent, the Deposit shall be paid invested by Escrow Agent in one of the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Existing Owner Buyer, or (iii) a money market account at a major money center banking institution reasonably acceptable to Buyer. Escrow Agent shall dispose of the Deposit only as provided in this Agreement, the Deposit Escrow Agreement and credited against the Purchase Price on "Escrow Instructions" (as hereinafter defined); provided, however, the Closing DateDeposit Escrow Agreement and the Escrow Instructions are ancillary to this Agreement and the terms and provisions of this Agreement shall control in all circumstances. In the event Upon the sale of the Property is not consummated because of (a) a Seller defaultProperty, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit (and all interest thereon) shall be immediately delivered to Seller and automatically paid over to Buyer without applied as a credit towards the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Price.

Deposit. Within one (1) business day following Contemporaneously with the mutual execution and exchange of this Agreement, Buyer shall deposit has paid, into Escrow an interest bearing joint control account (as defined belowthe “Deposit Account”) established by Buyer, Seller and TIFD III-X LLC at Amegy Bank (the “Bank”) and requiring the written authorization of a representative of each party and TIFD III-X LLC for the disbursal of funds therefrom, the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars $9,600,000 ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the such amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, being herein called the “Deposit”). Escrow Holder The Deposit shall deposit bear interest at the rate established by Bank. In the event the transaction contemplated hereby is consummated in accordance with the terms hereof, the Deposit, plus the earned interest, shall be applied to the Purchase Price to be paid by Buyer at the Closing, and for federal income tax purposes, the party ultimately entitled to the Deposit and the interest accrued thereon in a non-commingled trust account and accordance with this Agreement shall invest report the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of earned on the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderthis Agreement is terminated by Buyer or Seller in accordance with Section 9.1 or 9.2 below, the Deposit shall be returned to Buyer or retained by Seller as provided in such Sections. If the Deposit is paid to Existing Owner and credited Buyer, or if Buyer receives credit for same against the Purchase Price on paid at Closing, such payment, or credit, shall be in the Closing Date. In the event the sale amount of the Property is not consummated because Deposit plus the amount of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretosuch earned interest. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)THE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO SELLER OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY.

Deposit. (a) Within one (1) two business day days following the mutual execution and exchange date upon which an escrow account is established with the law firm of this AgreementCourter, Buyer Kobert, ▇▇▇▇▇▇ & ▇▇▇▇▇ (or other escrow agent reasonably acceptable to the parties), IDT shall deposit into Escrow in such escrow account $4,000,000 in cash (the "INITIAL DEPOSIT"), which amount shall constitute a deposit for future termination services (as defined described in clause (b) below). The Initial Deposit shall be released from escrow as follows: (i) on the Closing Date, the Initial Deposit promptly shall be paid by the escrow agent to PT-1; (ii) in the event that this Agreement is terminated at the election of IDT following (A) the amount commencement of Seven Thousand One Hundred Forty Three any bankruptcy, insolvency or similar proceeding of Star or PT-1, (B) failure of Star and No/100 Dollars PT-1 to obtain the consent of WorldCom, Inc. ($7,143.00"WORLDCOM") to the Transaction or (C) the “imposition of an injunction or similar impediment to the occurrence of the Closing Date by any court of competent jurisdiction, the Initial Deposit”)Deposit promptly shall be paid by the escrow agent to IDT; and (iii) in the event that this Agreement is terminated for any other reason, the Initial Deposit promptly shall be paid by the escrow agent to PT-1. Notwithstanding anything to the contrary contained herein, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless event that this Agreement shall have been is terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration because of the “Due Diligence Period” effectiveness of the Final Documentation, then the escrow agent shall retain the Initial Deposit in accordance with the terms of the Final Documentation. The parties hereto hereby agree that they shall use their best efforts to appoint an escrow agent as soon as practicable following the date hereof. (as hereinafter defined)b) On the Closing Date, Buyer IDT shall deposit with Escrow Holder additional advance to Star $1,000,000 in cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and "SUPPLEMENTAL DEPOSIT"; together with the Initial Deposit and all interest accrued thereonDeposit, the “"DEPOSIT"), which amount (together with the Initial Deposit”) shall constitute a deposit for future termination services. At such times as IDT may request (which request shall not be made more than once in each calendar month), Star shall make available to IDT its domestic and international termination costs for each route without any provision for corporate overhead, transport or switching costs (i.e., the actual amount payable in cash by Star to its termination counterparty). Escrow Holder IDT then shall deposit have the Deposit in right to purchase from Star termination over such routes as IDT elects at a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or price equal to such other instruments as directed cost to Star (but subject to any volume limitations imposed upon Star by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Depositsuch termination counterparty). In the event that IDT purchases such termination from Star, IDT shall pay to Star in cash (within 15 days after receipt of detailed invoice) the consummation of the purchase amount equal to such cost and sale of the Property as contemplated hereunder, the Deposit shall be deemed to be utilized by the amount equal to the difference between the price paid by IDT and IDT's own cost for termination over such route (it being understood that, if IDT's own cost is less than or equal to the price paid to Existing Owner Star, IDT may purchase such termination from Star at Star's cost and credited against the Purchase Price Deposit shall not be reduced on the Closing Dateaccount of such purchases). In the event that the sale Deposit is not reduced by $1,250,000 in any period of three consecutive months, then Star shall make available to IDT, at no cost to IDT, termination services (valued, with respect to the relevant route, at either (x) a market rate to be mutually agreed upon or (y) in the absence of any such agreement, the lowest of (1) the average of IDT and Star's cost, (2) WorldCom's rate or (3) Concert's rate) having an aggregate value equal to the difference between $1,250,000 and the amount of the Property is not consummated because reduction during the applicable three-month period. The provisions of (a) a Seller default, this clause (b) the termination of this Agreement by Buyer shall remain in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then full force and effect until the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)has been fully utilized.

Deposit. (a) Within one two (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration date of delivery to FWRLP of an original of this Agreement executed by Contributors together with completed Exhibits hereto (the “Due Diligence Period” (as hereinafter defineddate of such delivery by Contributors being the "Acceptance Date"), Buyer FWRLP shall deliver to the Title Company, as escrow agent, a deposit (together with Escrow Holder additional cash or other immediately available funds in interest earned thereon, the amount "Deposit") of One Hundred Fifty Thousand and No/100 Dollars ($100,00050,000.00 ) by check payable to the Commercial Settlements, Inc., ▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “"Title Company"). (b) Within two (2) business days after the end of the Feasibility Period (as defined in Section 14(b)), Purchaser shall deliver to the Title Company, as escrow agent, an additional deposit (the "Additional Deposit”, and together with ") of Fifty Thousand Dollars ($50,000.00) by check payable to the Title Company. (c) The Initial Deposit and Additional Deposit and all accrued interest accrued thereon, thereon are hereinafter referred to collectively as the “"Deposit”)." The Title Company will immediately provide Contributors with written evidence of receipt of such Deposit. Escrow Holder The Title Company shall deposit the Deposit in a non-commingled trust account and shall invest place the Deposit in an insuredinterest-bearing account within two (2) business days after the date of receipt thereof, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon on the Deposit shall accrue to the benefit of the party entitled to the Deposit pursuant to this Agreement. The Deposit shall be credited held by the Title Company pursuant to Buyer’s account the terms and conditions of this Agreement. (d) In the event that, at any time prior to Closing, either of the General Partners or FWRLP provides Title Company with a certification (a copy of which shall be delivered contemporaneously to the other party) that the Contributors or FWRLP, as the case may be, is entitled to the Deposit pursuant to the terms of this Agreement, Title Company shall deliver the Deposit to such party within seven (7) business days after receipt of said notice, unless the other party disputes such certification by written notice to Title Company (a copy of which shall be delivered contemporaneously to the other party) delivered within five (5) business days of Title Company's receipt of the initial certification. In such event, Title Company shall hold the Deposit pending resolution of such dispute. Any payment of the Deposit to the Contributors shall be made by certified check payable to the General Partners or wire transfer. (e) The parties acknowledge that Title Company is acting solely as a stakeholder at their request and for their convenience, that Title Company shall not be deemed to be part the agent of either of the Deposit. In the event parties, and Title Company shall not be liable to either of the consummation parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard to this Agreement or involving gross negligence. The General Partners and FWRLP shall jointly and severally indemnify and hold Title Company harmless from and against all costs, claims and expenses, including reasonable attorneys' fees, incurred in connection with the performance of the purchase and sale of the Property as contemplated Title Company's duties hereunder, the Deposit shall be paid except with respect to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultactions or omissions taken or suffered by Title Company in bad faith, (b) the termination in willful disregard of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) or involving gross negligence on the failure part of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Title Company.

Deposit. Within one (1) business day following Contemporaneously with the mutual execution and exchange of this Agreement, Buyer Buyer, Seller and Bank One Texas, N.A. ("ESCROW AGENT") shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), execute an escrow agreement in the form of a wire transfer payable to Chicago Title Insurance Company Exhibit B attached hereto (“Escrow Holder”the "ESCROW AGREEMENT"). Unless this Agreement shall have been terminated pursuant Pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration terms of the “Due Diligence Period” (as hereinafter defined)Escrow Agreement, Buyer shall deposit with deliver to the Escrow Holder additional cash or other immediately available funds in the amount of One Agent Five Million Two Hundred Thousand and No/100 Dollars ($100,0005,200,000) (the “Additional Deposit”such amount, and together with the Initial Deposit and all plus any interest accrued earned thereon, being herein called the “Deposit”"DEPOSIT"). Escrow Holder The costs associated with such escrow shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by be split equally between Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositSeller. In the event of the consummation of transaction contemplated hereby is consummated in accordance with the purchase and sale of the Property as contemplated hereunderterms hereof, the Deposit shall be paid applied to Existing Owner and credited against the Purchase Price on to be paid by Buyer at the Closing DateClosing. In the event the sale transaction contemplated hereby fails to close on the Closing Date as a result of the Property is not consummated because of (a) a Seller default, (b) the termination material breach of this Agreement by Seller which occurs in the absence of a material breach of this Agreement by Buyer, or in the event this Agreement is terminated by Buyer in accordance with Section 9 below or is terminated by Seller in accordance with any right to so terminate provided herein, (c) the failure subsection of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason Section 10 below other than a default by Buyersubsections 10(a) and 10(b), then the Deposit shall be immediately and automatically paid over returned to Buyer without Buyer. If the need for any further action by either Party hereto. The sole remedy for a failure by Buyer transaction contemplated hereby otherwise fails to make close on the Initial Deposit or the Additional Deposit as and when required hereunder Closing Date, Seller shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of retain the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein). THE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO SELLER OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY AND SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY.

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange receipt by Purchaser of a fully executed copy of this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of cause One Hundred Thousand and No/100 No/100ths U.S. Dollars ($100,000100,000.00) (the “Additional Deposit”, and together collectively with the Initial Deposit and all interest accrued thereon, the “Deposit”) to be delivered by wire transfer to Escrow Holder (as hereinafter defined), to be held by the Escrow Holder in accordance with the terms and conditions of this Agreement. The Deposit shall be held in an interest bearing account or instrument, as approved by Purchaser, as an ▇▇▇▇▇▇▇ money deposit and, except as otherwise set forth herein, shall be applied toward the Purchase Price at Closing. Purchaser will provide Escrow Holder with its Taxpayer Identification Number and such additional information and documents as may be required by Escrow Holder. The Escrow Holder shall deposit be subject to the Deposit in a non-commingled trust account following terms and conditions: (a) The duties and obligations of the Escrow Holder shall be determined solely by the express provisions of this Agreement and no implied duties and obligations shall be read into this Agreement against the Escrow Holder. (b) The Escrow Holder shall be entitled to rely, and shall invest not be subject to any liability in acting in reliance, upon any joint writing furnished to the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed Escrow Holder by Buyer Purchaser and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited entitled to Buyer’s account and deemed treat as genuine the document it purports to be part of be, including any such letter, paper or other document furnished to the Deposit. Escrow Holder in connection with this Agreement. (c) In the event of any disagreement between Purchaser and Seller resulting in adverse claims and demands being made in connection with or against the consummation of funds held in the purchase and sale of the Property as contemplated hereunderescrow created hereby, the Deposit Escrow Holder shall be paid refuse to Existing Owner comply with the claims and credited against demands of either party until such disagreement is finally resolved, either by Purchaser and Seller, as evidenced by a joint writing reflective thereof delivered to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Escrow Holder pursuant to subparagraph (b) above, or by a court of competent jurisdiction (in proceedings which the Escrow Holder or any other party may initiate, it being understood and agreed by Purchaser and Seller that the Escrow Holder has the authority (but no obligation) to initiate such proceedings). (d) Subject to the provisions of Section 11.13 below and Seller’s right to retain the Deposit as liquidated damages pursuant to Section 12 below, in the event of a termination of this Agreement by Buyer either Seller or Purchaser as permitted by the terms of this Agreement, the Escrow Holder is authorized and directed by Seller and Purchaser to deliver the Deposit (as hereinafter defined) to the party hereto entitled to same pursuant to the terms hereof no sooner than the fifth Business Day and no later than the tenth Business Day following receipt by the Escrow Holder and the non-terminating party of written notice of termination delivered in accordance with any Section 10 of this Agreement from the terminating party and receipt of evidence satisfactory to the Escrow Holder that the non-terminating party has in fact received written notice of such termination in accordance with Section 10 of this Agreement, unless the non-terminating party hereto notifies the Escrow Holder that it disputes the right of the other party to so terminate provided hereinreceive the Deposit. In such event, (c) the failure of any of Buyer’s Closing Conditions (as defined below) Escrow Holder shall either continue to occur or (d) any other reason other than a default by Buyer, then hold the Deposit or interplead the Deposit into a court of competent jurisdiction until such dispute is resolved, as more specifically provided in Section 2.1(c) above. All attorney’s fees and costs of the Escrow Holder incurred in connection with such dispute or interpleader shall be immediately and automatically paid over to Buyer without assessed against the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of party that is not awarded the Deposit” shall also be deemed , or if the Deposit is distributed in part to include a return both parties then in the inverse proportion of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such distribution.

Deposit. Within one (1a) On the first (1st) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Fifty Million Dollars ($7,143.0050,000,000) (as such amount may be adjusted pursuant to Section 9.1(d) or Section 9.4(b) hereof, the “Deposit”) with the Escrow Agent pursuant to an escrow agreement substantially in the form attached hereto as Exhibit E (the “Initial DepositDeposit Escrow Agreement”)) executed and delivered by each of ACE Hi, Buyer and the Escrow Agent. Buyer and ACE Hi hereby acknowledge and agree that upon the Closing or any termination of this Agreement, any interest earned on the Deposit shall accrue for the benefit of and be paid to Buyer. In the event that the required amount of the Deposit is reduced or eliminated in accordance with Section 9.4(b) hereof, Buyer shall deliver written notice of such reduction to the form of a wire transfer payable Escrow Agent and such reduced amount, together with any interest accrued thereon shall be promptly released from the escrow under the Deposit Escrow Agreement (the “Deposit Escrow”) by the Escrow Agent and paid to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated Buyer pursuant to this Section 2.3(a) and the provisions hereof prior theretoDeposit Escrow Agreement. (b) Prior to the Closing Date, no later than three Buyer and ACE Hi acknowledge and agree that Buyer shall be entitled to quarterly distributions of one-half ( 1/2) of all accrued interest on the Deposit Escrow Amount, which shall be distributed by the Escrow Agent to Buyer within ten (310) business days after the expiration end of each calendar quarter pursuant to the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Deposit Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand Agreement and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”this Section 2.4(c). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, Interest earned on the Deposit shall be paid included in income by Buyer for Income Tax purposes. (c) At the Closing, the Deposit (without giving effect to Existing Owner the interest earned thereon) shall be released to ACE Hi and the amount so released shall be credited against the Closing ACE Purchase Price on and deducted from the ACE Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right Payment pursuant to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).Section

Deposit. Within one (1) business day following Contemporaneously with the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three Buyer, Seller and No/100 Dollars ($7,143.00) ▇▇▇▇▇ Fargo Bank N.A. (the “Initial DepositEscrow Agent”) have entered into an escrow agreement (the “Escrow Agreement”), in and Buyer has deposited into the form of a wire transfer payable to Chicago Title Insurance Company (“escrow account contemplated by the Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional DepositEscrow Account”, and together with ) an amount equal to ten percent (10%) of the Initial Deposit and all interest accrued thereon, Base Purchase Price (such amount being herein called the “Deposit”). The Deposit shall bear interest at the rate established by the Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositAgent. In the event of the consummation of transaction contemplated hereby is consummated in accordance with the purchase and sale of terms hereof, the Property as contemplated hereunderDeposit, plus the earned interest, shall be applied to the Purchase Price to be paid by Buyer at the Closing. In the event this Agreement is terminated by Buyer or Seller in accordance with Section 8.3, the Deposit shall be paid to Existing Owner and credited Buyer or Seller as provided therein. If the Deposit is paid to Buyer, or if Buyer receives credit for same against the Purchase Price on paid at Closing, such payment, or credit, shall be in the Closing Date. In the event the sale amount of the Property is not consummated because Deposit plus the amount of (a) a Seller defaultsuch earned interest. For federal income tax purposes, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then interest earned on the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure reported by Buyer to make or Seller in the Initial Deposit or manner set forth in the Additional Deposit as and when required hereunder shall be for Seller to terminate this Escrow Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)THE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO SELLER OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY.

Deposit. (i) On or before 5:00 p.m., Eastern Standard Time on December 10, 1996, Purchaser shall deliver to the ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire, of ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Road, Red Bank, New Jersey 07701, as escrow agent ("Escrow Agent"), the sum of One Hundred Thousand Dollars ($100,000.00) (the "Initial Deposit"), in cash or check, to be held by Escrow Agent, in escrow, in an interest-bearing account (the "Escrow Account") at Core States Bank or such other mutually acceptable financial institution with which the Escrow Agent currently maintains an account (the "Escrow Account"). If Purchaser fails to deliver the Initial Deposit within the foregoing time frame, time being of the essence, this Agreement shall be null and void, ab initio. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” Feasibility Study Period (as hereinafter defined), Buyer if this Agreement has not been terminated prior to such date, Purchaser shall deposit with deliver to the Escrow Holder Agent an additional cash or other immediately available funds in the amount sum of One Hundred Fifty Thousand and No/100 Dollars ($100,000150,000.00) (the “Additional "Second Deposit”") in cash or by check, to be added by Escrow Agent to the Initial Deposit, and to be held by the Escrow Agent, together with the Initial Deposit, in escrow, in the Escrow Account. As used herein, the term "Deposit" shall mean and include the Initial Deposit, the Second Deposit and all any accrued interest accrued thereon, in the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the DepositAccount. In the event absence of a default hereunder by Seller, Purchaser agrees that a portion of the consummation Deposit equal to the lesser of (i) $5,000.00, or (ii) the purchase total legal costs incurred by Seller in the preparation and sale negotiation of this Agreement, shall be deemed non-refundable and may be retained by Seller in the Property as contemplated hereunder, event this Agreement is terminated for any reason other than Seller's default. Such non-refundable portion of the Deposit shall be paid delivered by Escrow Agent to Existing Owner and credited against Seller within five (5) days after the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement delivery by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return the Escrow Agent and Purchaser of the Deposit” shall also be deemed to include a return reasonable evidence of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Seller's having incurred such costs.

Deposit. 2.1.1 Within one (1) business day Three Business Days following the mutual execution Effective Date, Sellers, Purchaser and exchange a duly authorized representative of this AgreementTitle Insurer (“Escrowee”) shall execute Deposit Escrow Instructions in the form attached hereto as Exhibit B (the “Deposit Escrow Instructions”) and concurrently therewith, Buyer Purchaser shall deposit into Escrow (as defined below) deliver to Escrowee e▇▇▇▇▇▇ money in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) 2,579,527 (the “Initial Deposit”), subject to the terms of this Agreement. If Purchaser elects, in its sole and absolute discretion, to proceed with the form transactions contemplated by this Agreement, then, on or before 5:00 p.m., New York time, on the last day of the Due Diligence Period, Purchaser shall deliver to Escrowee a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other in immediately available federal funds in the amount equal to the difference between (i) 10% of One Hundred Thousand the Purchase Price and No/100 Dollars (ii) $100,000) 2,579,527 (the “Additional Deposit”, and together with ). The term “Deposit” shall mean the Initial Deposit and all the Additional Deposit, if any, and shall include interest accrued earned thereon. The Deposit shall be allocated among each of the Hotel Assets in accordance with the relative Allocated Purchase Prices of such Hotel Assets (each, the an “Allocated Deposit”). Escrow Holder shall deposit If any such Hotel Asset becomes an Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset pursuant to the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination terms of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by BuyerAgreement, then the Allocated Deposit for such Excluded Title Asset, Excluded Casualty Asset, Excluded ROFO/ROFR Asset or Excluded Representation Asset (and the interest thereon) shall be immediately and automatically promptly paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Purchaser.

Deposit. Within one (1a) business day following Prior to the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) established with ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.C. (the “Initial DepositEscrow Agent”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) an interest-bearing joint escrow account (the “Additional DepositDeposit Escrow Account”, ) and together deposited with the Initial Deposit and all interest accrued thereon, Escrow Agent the sum of $132,468 (the “Deposit”), pursuant to an escrow agreement (the “Deposit Escrow Agreement”), the form of which has been agreed to by the parties and the Escrow Agent on or prior to the execution of this Agreement. Escrow Holder shall deposit Interest accruing on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the DepositDeposit for all purposes under this Agreement. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderIf Closing occurs, the Deposit shall be paid to Existing Owner and credited against applied toward the Adjusted Purchase Price on at Closing as provided under Section 9.3(d). If Closing does not occur, the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, Deposit shall be released as provided in this Section 3.2 and Section 14.2. (b) If (i) all conditions precedent to the termination obligations of Buyer set forth in Article VII (other than those actions or deliveries to occur at Closing) have been met or waived by Buyer, and (ii) the transactions contemplated by this Agreement by are not consummated on or before the Closing Date because of: (A) the failure of Buyer in accordance with to materially perform any right to so terminate provided hereinof its obligations hereunder, or (cB) the failure of any of Buyer’s Closing Conditions representations or warranties hereunder to be true and correct in all material respects (other than representations and warranties qualified by materiality, including Material Adverse Effect, which shall be true and correct in all respects) as defined belowof the Closing, then, in such event, Seller shall have the right, as its sole and exclusive remedy, to either: (1) terminate this Agreement pursuant to Section 14.1(a), and the Deposit shall be released to the Seller from the Deposit Escrow Account in accordance with the Deposit Escrow Agreement, which Deposit shall constitute liquidated damages for any and all breaches of this Agreement by Buyer, or (2) seek specific performance; provided, however, Seller’s election of such remedy shall be the same remedy election made by each seller under the Fund Purchase and Sale Agreements. The parties hereby agree that the amount of the Deposit is a fair and reasonable estimation of Seller’s anticipated losses, damages and expenses that may be incurred as a result of such termination and therefore does not constitute a penalty. The parties, having bargained in good faith for such specific liquidated damages, are estopped from contesting the validity or enforceability of such liquidated damages after the Effective Time. (c) If (i) all conditions precedent to the obligations of Seller set forth in Article VIII (other than those actions or deliveries to occur at Closing) have been met or waived by Seller, and (ii) the transactions contemplated by this Agreement are not consummated because of: (A) the failure of Seller to materially perform any of its obligations hereunder, or (B) the failure of any of Seller’s representations or warranties hereunder to be true and correct in all material respects (other than representations and warranties qualified by materiality, including Material Adverse Effect, which shall be true and correct in all respects) as of Closing, then, in such event, Buyer shall have the right, as its sole and exclusive remedy, to either: (1) terminate this Agreement pursuant to Section 14.1(b), and the Deposit shall be released to the Buyer from the Deposit Escrow Account in accordance with the Deposit Escrow Agreement, which Deposit shall constitute liquidated damages for any and all breaches of this Agreement by Seller, or (2) seek specific performance. The parties hereby agree that the amount of the Deposit is a fair and reasonable estimation of Buyer’s anticipated losses, damages and expenses that may be incurred as a result of such termination and therefore does not constitute a penalty. The parties, having bargained in good faith for such specific liquidated damages, are estopped from contesting the validity or enforceability of such liquidated damages after the Effective Time. (d) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if Closing does not occur for any other reason other than a default by Buyeras set forth in Section 3.2(b) or Section 3.2(c), then the Deposit shall be immediately and automatically paid over released to the Buyer without from the need for Deposit Escrow Account in accordance with the Deposit Escrow Agreement, free of any further action claims by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)with respect thereto.

Deposit. Within one (1) business day following On the mutual execution and exchange of this AgreementEffective Date, Buyer shall will deposit into with the Escrow (as defined below) Agent the amount sum of Seven Thousand One Hundred Forty Three Million and No/100 00/100 Dollars ($7,143.001,000,000.00) (the “Initial Deposit”)) to secure Buyer’s obligations under this Agreement, which Initial Deposit shall thereafter be non-refundable except as otherwise expressly set forth in the form of a wire transfer payable this Agreement. If Buyer does not provide notice to Chicago Title Insurance Company (“Escrow Holder”). Unless Seller terminating this Agreement shall have been terminated on or prior to the Due Diligence Expiration Date, as permitted pursuant to Section 5.3 hereof, Buyer shall, within one (1) Business Day following the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)Expiration Date, Buyer shall deposit with the Escrow Holder additional cash or other immediately available funds in Agent the amount sum of One Hundred Thousand Million and No/100 00/100 Dollars ($100,0001,000,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonthe Extension Deposit (as defined below), if any, the “Deposit”), which Deposit shall thereafter be non-refundable except as otherwise expressly set forth in this Agreement. Buyer’s failure to timely deposit any amount required pursuant to this Section shall be deemed a default under this Agreement entitling Seller immediately and without notice to exercise its remedies for a Buyer default as set forth in this Agreement. The Escrow Holder shall deposit Agent will maintain and disburse the Deposit pursuant to the terms and conditions of this Agreement. If Closing occurs in a non-commingled trust account and shall invest accordance with this Agreement, the Deposit (and all interest earned thereon) shall be applied against the Purchase Price, as hereinafter provided. The Deposit shall be invested by Escrow Agent in an insured, interest interest-bearing money market accounts, certificates account at a bank or other financial institution reasonably satisfactory to each of deposit, United States Treasury Bills or such other instruments as directed by Buyer Seller and reasonably acceptable to Existing Owner Buyer. Any and all interest thereon earned on the Deposit shall be credited considered part of the Deposit and shall be reported to Buyer’s account and deemed federal tax identification number. If this Agreement is terminated, or if either party fails to be part perform any of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated its agreements hereunder, the Deposit shall be paid disposed of in the manner hereinafter provided. If any dispute arises under this Agreement with respect to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale disposition of the Property Deposit or the entitlement of any party to the Deposit or the obligations of Escrow Agent with respect thereto, Escrow Agent shall not be required to determine the resolution of any such dispute and shall not be obligated to make any delivery of the Deposit; but in such event, Escrow Agent shall hold the Deposit until receipt by Escrow Agent of an authorization in writing signed by Buyer and Seller directing the disposition of same, or in the absence of such authorization, Escrow Agent shall hold the Deposit until the final determination of the rights of Buyer and Seller in an appropriate proceeding. If such written authorization is not consummated because given, or if proceedings for such determination are not promptly commenced and diligently continued to a resolution, Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies in a court of (a) competent jurisdiction in the Commonwealth of Massachusetts pending such determination and to submit such resolution of such dispute to such court by action of interpleader. Buyer and Seller hereby consent to the jurisdiction of such court in connection with any such dispute. Escrow Agent shall not be responsible hereunder for any acts or omissions unless willfully done or done in a Seller defaultgrossly negligent manner, (b) and upon delivery of the termination of this Agreement by Buyer Deposit in accordance with the terms of this Agreement, Escrow Agent shall have no further liability to the parties hereunder or in connection herewith. Seller and Buyer hereby jointly and severally agree to indemnify and hold Escrow Agent harmless from and against any right to so terminate provided hereinand all loss, costs or damages arising under this Agreement or in connection herewith (c) except such loss, costs or damages as shall result from the failure gross negligence or misconduct of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit Escrow Agent). Escrow Agent shall be immediately entitled to reasonable compensation (not to exceed $1,000 in the aggregate) for its services pursuant to this Escrow Agreement, and automatically paid over Buyer and Seller each agree to pay one-half of such compensation to Escrow Agent. Buyer without and Seller reserve the need for right, at any further action by either Party hereto. The sole remedy for time and from time to time, to substitute a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references new escrow agent in this Agreement to a “return place of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Escrow Agent.

Deposit. 2.1.1. Within one two (12) business day days following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three Fifty Thousand Four Hundred Fifty Eight and No/100 Dollars ($7,143.00150,458.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago First American Title Insurance Company (“Escrow Holder”). Unless this Agreement Escrow Holder shall have been terminated pursuant place the Deposit into an interest bearing money market account at a bank or other financial institution reasonably satisfactory to the provisions hereof prior theretoBuyer, no later than three (3) business days after the expiration and interest thereon shall be credited to Buyer’s account and shall be deemed to be part of the “Due Diligence Period” (as hereinafter defined)Deposit. 2.1.2. On or before the Closing Date, Buyer shall deposit with the Escrow Holder additional cash or other to be held in Escrow the balance of the Purchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”)by wire transfer made payable to Escrow Holder. 2.1.3. Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner Seller and credited against the Purchase Price on the “Closing Date” (as defined below) to the extent such credit when added to the aggregate amount of deposits that have been applied to purchase prices under the purchase and sale agreements (the “Other Purchase and Sale Agreements”) related to the properties listed on Schedule 2.1.3 attached hereto (the “Properties”) does not exceed One Million and No/100 Dollars ($1,000,000.00). The balance of the Deposit, if any, shall be held in Escrow and shall be paid, in accordance with the terms of the applicable Other Purchase and Sale Agreement(s), to Seller’s affiliate and credited against the purchase price on the closing date of the last of the Properties to be purchased by Buyer’s affiliate from Seller’s affiliate. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) an Erly default, (c) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, or (cd) the Seller’s or Erly’s failure of to satisfy any of Buyer’s Closing Conditions (as defined below) to occur ), or (d) for any other reason other than reason, except for a default by BuyerBuyer under Section 13.2, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy In the event the sale of the Property is not consummated for a failure by Buyer to make any of the Initial reasons set forth in Section 13.2, the Deposit or the Additional Deposit as and when required hereunder shall be for promptly paid to and retained by Seller to terminate this Agreementin accordance with Section 13.2. All references in this Agreement to a “return of As used herein, the Deposit” shall also be deemed to include a return of the term “Deposit” includes any deposit made pursuant to an Other Purchase and Sale Agreement that was not applied to the purchase price under the “such Other Property Purchase Agreements” (as defined herein)and Sale Agreement.

Deposit. Within one (1a) business day following The Parties acknowledge that the mutual execution and exchange Vendor’s Solicitors shall be mere stakeholders of this Agreement, Buyer shall deposit into Escrow (the Deposit as defined below) between the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)Parties and, in the form event of a wire transfer payable dispute between the Vendor and the Purchaser as to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to entitlement to, or disposition of, the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all and/or any accrued interest accrued thereon, the “Deposit”). Escrow Holder Vendor’s Solicitors shall deposit be entitled to pay the Deposit and/or such interest into court and thereafter shall have no further responsibility with regard thereto, and the Vendor’s Solicitors may act in the interest of the Vendor in the matter of any dispute between the Parties, while still holding the Deposit in a nontrust (or having deposited the Deposit into court). The Vendor’s Solicitors shall be entitled to represent the Vendor in all matters regarding this Agreement and the Purchased Assets, regardless of the termination of this Agreement for any cause. (b) The Vendor’s Solicitors will hold the Deposit, in trust, pending completion or other termination of this Agreement in an interest-commingled bearing trust account and with one of the five (5) largest Canadian Schedule I chartered banks, to be credited on account of the Purchase Price on Closing, with interest accruing to the Purchaser. The Vendor’s Solicitors shall invest forthwith deliver the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills to the Vendor following Closing. (c) If the Due Diligence Condition is not satisfied or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderwaived, the Deposit shall be paid refunded to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance Purchaser with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or accrued interest. (d) any other reason other than a default Following the satisfaction or waiver by Buyerthe Purchaser of the Due Diligence Condition, then the Deposit shall be immediately non-refundable to the Purchaser, save and automatically paid over except as provided in Section 3.2(e)(i). (e) If the Closing is not completed: (i) due to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make default of the Initial Deposit or Vendor, the Additional Deposit as and when required hereunder Purchaser shall be for Seller entitled to terminate this Agreement. All references in this Agreement to a “the return of the Deposit” shall also be deemed Deposit with accrued interest, and in addition to include a return seek damages against the Vendor in an amount not to exceed the amount of the “Deposit” under Deposit actually paid by the “Other Property Purchase Agreements” Purchaser. For greater certainty, an action in damages shall be the sole and exclusive remedy available to the Purchaser in the event that the Transaction is not completed as a result of the default of the Vendor; (ii) due to a default of the Purchaser, the Deposit then paid and any accrued interest thereon shall be immediately paid by the Vendor’s Solicitors to the Vendor, as defined hereinliquidated damages (and not as a penalty), without further recourse of the Vendor against the Purchaser of any kind; and (iii) for any reason other than due to a default of the Vendor or the Purchaser, the Deposit and any accrued interest thereon shall be returned to the Purchaser forthwith without deduction.

Deposit. Within one (1) business day Business Day following the mutual execution Effective Date and exchange of as a condition precedent to this AgreementAgreement being effective, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable deliver to Chicago Title Insurance Company (the “Escrow HolderAgent”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)by federal funds wire transfer, Buyer shall a cash deposit with Escrow Holder additional cash or other in immediately available funds in the amount of One Hundred Thousand and No/100 Two Million Dollars ($100,0002,000,000) (together with any interest accrued thereon, the “Initial Deposit”). On or before the date (such date, the “Additional Deposit Due Date”) that is the first Business Day following the later of (i) expiration or waiver of the Diligence Period (as defined in Section 4.1), or (ii) the date Purchaser is provided with the executed Required Estoppels for each Lease and the executed and acknowledged subordination, non-disturbance and attornment agreements for each Lease, each in the form attached to the Lease made as of November 3, 2004, between Commerce Center Park I, LLC, a Delaware limited liability company, as landlord, and Sweetheart Cup Company Inc., as tenant, Purchaser shall deliver to Escrow Agent, by federal funds wire transfer, a cash deposit in immediately available funds in the additional amount of Two Million Dollars ($2,000,000) (the “Additional Deposit”, and together with the ). The Initial Deposit and all interest accrued thereon, Additional Deposit are collectively referred to herein as the “Deposit”). Escrow Holder If Purchaser shall fail to deposit the full Deposit in a non-commingled trust account and shall invest with Escrow Agent within the Deposit in an insuredtime period provided for above, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable Seller may at any time prior to Existing Owner and interest thereon shall be credited to BuyerEscrow Agent’s account and deemed to be part receipt of the Deposit. In , terminate this Agreement by written notice to Purchaser and Escrow Agent as its sole and exclusive remedy, in which case this Agreement shall be null and void, and thereafter neither party shall have any further rights or obligations to the event of the consummation of the purchase and sale of the Property as contemplated other hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) except for those which expressly survive the termination of this Agreement by Buyer Agreement. Prior to Purchaser’s making the Deposit, Seller, Purchaser and Escrow Agent shall enter into an escrow agreement in the form of Exhibit B attached hereto (the “Escrow Agreement”). Escrow Agent shall hold the Deposit in accordance with any right to so terminate provided herein, (c) this Agreement and the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then Escrow Agreement and shall disburse the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party heretoSeller at Closing. The sole remedy for a failure by Buyer to make Deposit is non-refundable unless Purchaser terminates this Agreement in accordance with the Initial Deposit or express provisions of this Agreement. Within one Business Day of the Additional Deposit as Due Date, Purchaser shall enter into a rate lock agreement with its mortgage lender and when required hereunder shall be for Seller within one Business Day following such entry provide a copy of such rate lock agreement to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Seller.

Deposit. Within Buyer will, within one (1) business day following after execution hereof deposit with the mutual execution Escrow Agent the sum of Five Hundred Thousand and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 no/100 Dollars ($7,143.00500,000.00) in immediately available funds as a deposit with Escrow Agent whose address is as indicated in Section 10.3 (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company . Within two (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (32) business days after the expiration or termination of the “Due Diligence Period” , and assuming that Buyer has elected to proceed with this transaction at the end of the Due Diligence Period by providing a notice to Seller of its intention to proceed delivered prior to the expiration of the Due Diligence Period (as hereinafter defineda “Notice to Proceed”), Buyer shall make an additional deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Two Hundred Fifty Thousand and No/100 no/100 Dollars ($100,000250,000.00) (the “Additional Deposit”) with Escrow Agent. Escrow Agent shall immediately deposit all Deposits upon receipt in Federally insured interest-bearing accounts. If a Notice to Proceed is given by Buyer, the Deposit shall be non-refundable except as expressly provided in this Agreement, including Sections 3.1, 4.2, 5.1, 9.2(b) and together 10.2(b) and shall be held in a federally-insured interest-bearing account and delivered by Escrow Agent in accordance with the Initial Deposit and all interest accrued thereon, the “Deposit”)provisions of Article 5. Escrow Holder shall deposit Interest earned on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be considered part of the Deposit. In the event of the consummation of the purchase and sale of the Property Except as contemplated hereunderotherwise expressly set forth herein, the Deposit shall be paid to Existing Owner and credited applied against the Purchase Price on the Closing Date. In Failure to timely deliver the event Notice to Proceed shall be deemed an election by Buyer to terminate this Agreement, in which case the sale Initial Deposit shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for Buyer’s Surviving Obligations and Seller’s Surviving Obligations. If Buyer does not deliver a Notice to Proceed, or notifies Seller at any time prior to the expiration of the Property is not consummated because of (a) a Seller default, (b) the termination of Due Diligence Period that it desires to terminate this Agreement by (which Buyer may do in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyerits sole and absolute discretion), then the Deposit shall be immediately and automatically paid over promptly returned to Buyer without free of any offset or any claim of Seller and, thereafter, the need parties shall have no further rights or obligations hereunder except for any further action by either Party hereto. The sole remedy for Buyer’s Surviving Obligations and Seller’s Surviving Obligations; provided, however, that as a failure by Buyer condition to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” Deposit to Buyer, and in consideration to Seller entering into this Agreement, Buyer shall also be deemed deliver to include a Seller, without representation or warranty of any kind, copies of all due diligence reports, studies or other materials obtained by Buyer from third parties in connection with its due diligence investigations, and Buyer shall return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)to Seller any such materials which were delivered or made available by Seller to Buyer and remain in Buyer’s possession upon such termination.

Deposit. Within one two business days following delivery by Title Company (1as hereinafter defined) business day following the mutual execution to Purchaser and exchange to Purchaser's Counsel (identified in Section 10.5 hereof) of a fully executed copy of this Agreement, Buyer Purchaser shall deposit into Escrow with LandAmerica Commercial Services having its office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇▇ (as defined belowPeppy) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ▇▇▇▇▇▇ ($7,143.00tel: 303/▇▇▇-▇▇▇▇; fax: 303/▇▇▇-▇▇▇▇) (the “Initial Deposit”"Title Company"), in the form of a wire transfer payable to Chicago as agent for Commonwealth Land Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined"Title Insurer"), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount sum of One Five Hundred Thousand and No/100 Dollars ($100,000500,000.00) (the “Additional "Initial Deposit”") in good funds, either by certified bank or cashier's check or by federal wire transfer. No later than two business days following the expiration of the Inspection Period (defined below) and together as long as Purchaser has not provided Seller with notice of termination in accordance with Section 3.4 below, Purchaser shall deposit with Title Company an additional sum of Two Million, Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (the "Second Deposit"). The Initial Deposit and all interest accrued thereonDeposit, the “Second Deposit”, and, if applicable, the Extension Deposit (as hereinafter defined), shall be referred to herein as the "Deposit". Escrow Holder The Deposit shall deposit the Deposit be in a non-commingled trust account and good funds, either by certified bank or cashier's check or by federal wire transfer. The Title Company shall invest hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and Purchaser, in accordance with the terms and conditions of this Agreement. All interest thereon on such sum shall be credited deemed income of Purchaser, and Purchaser shall be responsible for the payment of all costs and fees imposed on the Deposit account. The Deposit and all accrued interest shall be distributed in accordance with the terms of this Agreement. The failure of Purchaser to Buyer’s account timely deliver any Deposit hereunder shall be a material default, and deemed shall entitle Seller, at Seller's sole option, to be part terminate this Agreement immediately. If this Agreement is terminated and such termination is not of a nature which would or may entitle Seller to retain the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid returned to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Purchaser following such termination.

Deposit. Within one (1) business day following Upon the mutual execution and exchange Opening of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter definedSection 4), Buyer shall deposit with will deliver to Escrow Holder additional cash in cash, by confirmed wire transfer or other immediately available funds by certified or cashier’s check collectible in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereonsame day funds, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall will invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner account and interest thereon shall will accrue for the account of Buyer, except as otherwise expressly provided in this Agreement, and will be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited applied against the Purchase Price at Closing. Notwithstanding the foregoing, Escrow Holder shall advise Buyer whether, as of the date of the Opening of Escrow, Escrow Holder reasonably anticipates that interest on the Closing DateDeposit will likely exceed any set-up and account maintenance fees charged by Escrow Holder and/or the bank at which such deposits will be deposited. In Except as expressly provided otherwise in this Agreement, the Deposit will become non-refundable on the first day following the end of the Due Diligence Period and will be immediately delivered by Escrow Holder to Seller (without any further instruction by Seller or Buyer to Escrow Holder) unless Buyer terminates provided, however, the Deposit (excluding the Independent Consideration (as defined below)) shall be refundable in the event the sale of a default by Seller (including, without limitation, a failure of closing conditions set forth in Sections 8.1.3 and/or 8.1.4), or termination of the Property is not consummated because Agreement pursuant to Section 17. Notwithstanding any other provision herein, no interest will accrue on the Deposit after its delivery to Seller, except as expressly provided above. If this Agreement terminates due to a default by Seller (including, without limitation, a failure of closing conditions set forth in Sections 8.1.3 and/or 8.1.4) or the provisions set forth in Section 17, then Seller shall wire transfer the Deposit (aless the Independent Consideration) a Seller default, to Buyer within five (b5) business days after such termination and such obligation shall survive the termination of this Agreement by Buyer Agreement; provided, however, if Seller in accordance with any right to so terminate provided herein, (c) good faith disputes the failure existence of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than such a default by BuyerSeller, then Seller shall give Buyer written notice thereof within five (5) business days after Seller first receives notice from Buyer alleging such default and Seller shall thereafter exercise diligent good faith efforts to resolve such dispute pursuant to the provisions set forth below in Section 26.17, in which event Seller shall not be required to return the Deposit (less the Independent Consideration) to Buyer unless and until either (i) the parties mutually agree in writing thereto, or (ii) the arbitrator awards Buyer with the return of the Deposit or a portion thereof, and in such event, Seller shall thereafter comply with the applicable agreement or award within five (5) business days. The sum of ONE HUNDRED AND NO ONE-HUNDREDTHS DOLLARS ($100.00) shall be immediately retained from the Deposit by Seller as consideration for Buyer’s right to inspect the Property and automatically paid over to Buyer without for Seller’s execution, delivery, and performance of this Agreement, the need for any further action sufficiency of which is acknowledged by either Party heretoSeller (the “Independent Consideration”). The sole remedy for a failure by Buyer Independent Consideration is in addition to make the Initial Deposit and independent of any consideration or the Additional Deposit as payment provided in this Agreement, is nonrefundable, and when required hereunder shall be for retained by Seller to terminate notwithstanding any other provision of this Agreement. All references in this Agreement In addition, the parties further acknowledge and agree that Independent Consideration includes Buyer’s covenant to obtain a “return Phase 1 environmental assessment for the Property and a survey of the Deposit” shall also be deemed Property and to include a return provide copies of the “Deposit” under same to Seller pursuant to the “Other Property Purchase Agreements” (as defined herein)terms and conditions of this Agreement.

Deposit. Within one Each of Tango and JBC has previously entered into an escrow agreement with Sellers and Union Bank of California, N.A. dated as of May 23, 2004. Notwithstanding anything in such escrow agreement to the contrary, the Parties agree to cause the amounts thereunder (1the "Initial Earnest Money Deposits") to be transferred and deposited into the escr▇▇ ▇▇▇▇unt of Frost Brown Todd LLC (the "Escrow Agent") within two business day following days fro▇ ▇▇▇ ▇▇▇▇ h▇▇▇▇f. An additional earnest money deposit (such additional deposit, with the mutual execution Initial Earne▇▇ ▇▇▇▇y Deposits, the "Deposit") in the amount of $1,421,000 sha▇▇ ▇▇ ▇aid by Tango into an escrow account of the Escrow Agent within two business days of the date hereof. Such Deposit shall be held in accordance with the terms of the Bid Procedures Order and exchange in accordance with the terms of that certain Escrow Agreement dated September 23, 2004 by and among Buyers, Sellers' Representative and the Escrow Agent. The Deposit shall be applied to the Purchase Price payable by Buyers (in accordance with the respective amounts deposited by each Buyer Group) on the Closing Date; provided, that, in the event the Tango Buyer Group purchases the JBC Acquired Stores (as well as the Tango Acquired Stores), as provided in this Agreement, then the full amount of the Deposit, including any amounts deposited on behalf of the JBC Buyer Group, will be applied to the purchase price to be paid by the Tango Buyer Group. If the Closing shall not have occurred on or before November 20, 2004 by reason of a breach by either of the Buyers of any material representation, warranty, or covenant contained in this Agreement in any material respect, which breach has continued without cure for a period of ten (10) days after Seller's notice of breach, and Sellers terminate this Agreement pursuant to Section 9(a)(v)(A), then the Escrow Agent shall pay from the Deposit an amount equal to $2,800,000 (the "Forfeiture Deposit") to Sellers in accordance with the terms of the Bid Procedure Order (it being understood that (i) if JBC is the Buyer in breach, the remainder of the Deposit shall be returned to Tango, and (ii) if Tango is the Buyer in breach, the remainder of the Deposit shall be returned to JBC). If this Agreement is terminated for any other reason, or in the event that a Person other than the Buyer Parties purchases all or any portion of the Purchased Assets, then the Escrow Agent shall return the Deposit to the respective Buyers in accordance with the terms of the Bid Procedure Order. In accordance with Section 2(b)(xi), the Sony Equipment is an Excluded Asset. Notwithstanding the foregoing, the Sellers covenant and agree to use commercially reasonable efforts to deliver such Sony Equipment in the Acquired Stores to the applicable Buyer Party as part of the Purchased Assets. If Sellers are able to effect the delivery of the Sony Equipment as part of the Purchased Assets prior to the Closing, and are able to do so in accordance with the representations, warranties and other provisions of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount free and clear of Seven Thousand One Hundred Forty Three all Liens, including any purchase money liens and No/100 Dollars ($7,143.00) (the “Initial Deposit”)other liens or encumbrances securing rental payments under any lease, in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior theretothen, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on at the Closing shall be increased by $120,000, and such Sony Equipment shall be included as part of Purchased Assets. The Gwinnett Partnership Interest will be included as a Purchased Asset, in accordance with Section 2(a)(v), provided that first Tango and/or one of its designees and Sugarloaf Mills Residual Limited Partnership (the "Limited Partner") enter into ▇ ▇▇▇tten agreement in connection with the proposed transfer of the Gwinnett Partnership Interest from Jillian's of Gwinnett to Tango, which agreement is satisfactory to Tango and includes (A) any consents or approvals of the Limited Partner, its Affiliates or others, as appropriate, to such transfer as may be required under the Gwinnett Limited Partnership Agreement, the Gwinnett Management Agreement, the Gwinnett Lease or otherwise and (B) an acknowledgement by the Limited Partner that it and its Affiliates are owed no more than $2,700,000 from Tango, any of their Affiliates or Sugarloaf-Gwinnett Partnership in connection with the Gwinnett Limited Partnership Agreement, the Gwinnett Lease, the Gwinnett Management Agreement, or any other related agreement, including without limitation all payments due under Article 6 of the Gwinnett Limited Partnership Agreement, but excluding amounts accruing under those agreements in respect of periods following the Closing. If Tango or one of its designees and the Limited Partner do not enter into such an agreement within 60 days following the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit Tango Purchase Price shall be immediately reduced by $1,000,000, and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder Gwinnett Partnership Interest shall be for Seller to terminate this excluded from the Purchased Assets and the Gwinnett Limited Partnership Agreement. All references in this , the Gwinnett Management Agreement to a “return and the Gwinnett Lease will be excluded from the list of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Assume Contracts.

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer Clause I: The Tenant shall pay deposit into Escrow (as defined below) in the amount of Seven Thousand One Hundred Forty Three RMB 787621.26 (equivalent to the sum of three months’ rent and No/100 Dollars ($7,143.00property management fee of the Premises) (to the “Initial Deposit”)Lessor on the date of execution of the Contract as guarantee for the Tenant’s faithful performance of all terms and conditions herein. When the amount of deposit held by the Lessor falls below the sum of three months’ rent and property management fee of the Premises, in the form lessor shall provide the Tenant with a written notice on such deficit and explain the reason. The Tenant shall fill the gap within seven days after receiving the written notice from the Lessor, or otherwise it shall pay penalty to the Lessor at 0.5‰ of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”)the overdue amount for each day of the delay. Unless this Agreement Clause II: Deposit is free of interest. If the Tenant breaches any clause herein, the Lessor shall have been terminated the right to urge it to perform the Contract. In the event that the Tenant still fails to perform the obligations set forth herein after being so urged by the Lessor’s written notice, the Lessor shall have the right to deduct all or a part of Deposit to compensate its reasonable losses. Clause I of this article shall apply when the amount of deposit held by the Lessor falls below that set forth in Clause I of this article after the Lessor’s use of Deposit for offsetting amounts payable by the Tenant pursuant to the provisions hereof prior theretoof the Contract. Clause III: On expiration of the Lease Term, no later than three the Tenant shall: 1. Have fully performed all terms and conditions of the Contract, or have committed any breach of the Contract but have made adequate compensation to the Lessor for such breach. 2. Transfer the Premises and the installations and fittings therein to the Lessor in a good, clean and suitable-for-leasing condition (except the normal loss). 3) business . Independently remove the improvements or new installations added to the Premises during the Lease Term and restore the Premises to its original condition, except for those that can be kept with written consent of the Lessor. The Lessor shall refund Deposit, free of interest, to the Tenant within thirty working days after the expiration of Tenant performs the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds obligations set forth in the amount of One Hundred Thousand above clauses and No/100 Dollars ($100,000) (passes inspection by the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Lessor.

Deposit. Within one (1) business day following 4.1. On the mutual execution and exchange date of this Agreementagreement, Buyer the GDI Parties shall deposit into Escrow pay (as defined belowor procure the payment of) the an amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant equal to the provisions hereof prior thereto, no later than three (3) business days after the expiration Deposit by electronic transfer of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in of same day value to the amount of One Hundred Thousand Escrow Account and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid held in the Escrow Account in accordance with the terms of this agreement and the Escrow Agreement in order to Existing Owner assure each GDI Party’s performance of its obligations under this agreement. 4.2. The Buyer shall bear the costs, fees, expenses and credited against liabilities owed to the Purchase Price on Escrow Agent under the Closing Date. In the event the sale terms of the Property is Escrow Agreement and the Buyer shall use all its reasonable endeavours to procure that such costs, fees, expenses and liabilities shall not consummated because be deducted from the Deposit or any other amount standing to the credit of the Escrow Account, in each case, other than the Escrow Margin. If any such costs, fees, expenses and liabilities (other than the Escrow Margin) are deducted from the Deposit or any other amount standing to the credit of the Escrow Account, the Buyer shall make any balancing payment to the Escrow Account so that the amount standing to the credit of the Escrow Account shall not be less than the Deposit (and any interest accrued thereon (other than the Escrow Margin)). 4.3. If this agreement terminates pursuant to clauses 5.7 or 9.4(b): (a) a Seller default, in circumstances where: (bi) any GDI Party has not complied with any of its obligations under this agreement to be undertaken on or prior to Completion; and/or (ii) the Buyer Parent Approval has not been obtained (irrespective of whether or not the GDI Parties have complied with their obligations in this agreement), • in each case, the Seller Parent and the Buyer shall by no later than one Business Day following such termination of this Agreement by Buyer in accordance with issue an Escrow Payment Instruction to the Escrow Agent to release the Deposit (and any right to so terminate provided herein, (c) interest accrued thereon other than the failure of any of Buyer’s Closing Conditions (as defined belowEscrow Margin) to occur or the Seller Parent (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return on behalf of the Deposit” shall also be deemed Sellers) to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).Seller Account;

Deposit. Within one (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration execution and delivery of the “Due Diligence Period” (as hereinafter defined)this Agreement, Buyer Purchaser shall deposit with Escrow Holder additional cash Partners Title Company (the "ESCROW AGENT" or other immediately available funds in the amount "TITLE COMPANY"), having its office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇) the sum of One Hundred Thousand Million and No/100 Dollars ($100,0001,000,000.00) (the “Additional "INITIAL DEPOSIT") in good funds, either by certified bank or cashier's check or by federal wire transfer. The Initial Deposit”, and together with any funds deposited with the Initial Deposit Escrow Agent pursuant to Section 4.1, and all interest accrued thereon, earned thereon is collectively called the “Deposit”"DEPOSIT"). The Escrow Holder Agent shall deposit the Deposit in a non-commingled trust account and shall invest hold the Deposit in an insured, interest interest-bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and account reasonably acceptable to Existing Owner Seller and Purchaser, in accordance with the terms and conditions of this Agreement. All interest thereon on such sum shall be credited to Buyer’s account deemed income of Purchaser, and deemed to Purchaser shall be part responsible for the payment of all costs and fees imposed on the DepositDeposit account. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be paid delivered to Existing Owner Seller and credited applied against the Purchase Price on the at Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer or otherwise distributed in accordance with any right to so terminate provided herein, (c) the terms of this Agreement. The failure of Purchaser to timely deliver any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit hereunder shall be immediately a material default, and automatically paid over shall entitle Seller, at Seller's sole option, to Buyer exercise the remedies provided in Section 6.1 hereof, including without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer limitation to make receive the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller liquidated damages. Prior to terminate this Agreement. All references in this Agreement to a “return expiration of the Deposit” Inspection Period, the escrow established pursuant to the Agreement shall also be deemed to include be a return "sole order" escrow, and Escrow Agent shall disburse the Deposit to Purchaser upon Escrow Agent's receipt of any notice of termination prior to expiration of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Inspection Period, without liability to Seller and notwithstanding any objection by Seller to such disbursement.

Deposit. Within one (1) business day following the mutual execution and exchange Before service will be rendered by Seller to Consumer a cash deposit of this Agreement, Buyer __________________________________________ Dollars shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), be placed with Seller. Interest will accrue on such deposits in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement manner and at the rate prescribed by the Louisiana Public Service Commission and shall have been terminated pursuant be credited to the provisions hereof prior theretoConsumer’s deposit account. In lieu of cash, no later than three and at Consumer’s option, subject to approval by Seller as to acceptability, Consumer may deliver to Seller (3a) business days after an irrevocable letter of credit from the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Consumer’s Bank in the amount of One Hundred Thousand Dollars; (b) a surety bond in favor of Seller, of the type required by Seller and No/100 Dollars in the amount of ; or ($100,000c) a continuing guaranty from a party, other than Consumer, acceptable to Seller shall be delivered by Consumer to Seller. Consumer understands and agrees that Seller may, in its discretion, require one or more of options (a) (b) or (c) in combination in lieu of a cash deposit. A. A surety bond shall be effective for a period of ______ year(s). Such surety bond shall obligate the “Additional Deposit”bond company to notify Seller within five (5) business days in writing in the event such surety bond is terminated by Consumer or canceled by the bonding company. Consumer shall also notify Seller within five (5) business days in writing of said termination or cancellation and shall immediately furnish to Seller a new deposit of the type satisfactory to Seller and for the amount required by Seller. B. A letter of credit shall be effective for a period of year(s). Such letter of credit shall obligate the issuer to notify Seller within five (5) business days in writing in the event such letter of credit is terminated by Consumer or canceled by the issuer. Consumer shall also notify Seller within five (5) business days in writing of said revocation or cancellation and shall immediately furnish to Seller a new deposit of the type satis factory to Seller and for the amount required by Seller. C. A continuing guaranty shall be effective for a period of year(s). Such continuing guaranty shall obligate the issuer to notify Seller within five (5) business days in writing in the event such continuing guaranty is terminated by Consumer or canceled by the issuer. Consumer shall also notify Seller within five (5) business days in writing of said revocation or cancellation and shall immediately furnish to Seller a new deposit of the type satisfactory to Seller and for the amount required by Seller. D. Failure to maintain a deposit with Seller, or failure to furnish a surety bond or irrevocable letter of credit to Seller, shall constitute sufficient cause for discontinuance of electric service, and together with the Initial Deposit Consumer agrees and all interest accrued thereonunderstands that in such event, the “Deposit”). Escrow Holder shall deposit the Deposit Seller, at its option, may discontinue electric service without notice or putting in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. default. E. In the event Consumer becomes delinquent in the payment of bills for service, minimum charges, construction charges, or files bankruptcy, or has bankruptcy filed against it or assigns its assets for the consummation benefit of its creditors or is placed in receivership or liquidation or otherwise ceases to do business, Seller may elect to set off the purchase and sale of the Property as contemplated deposit, in whatever form, against any delinquent amounts due and/or discontinue service hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. . F. In the event Seller institutes collection proceedings or files suit to recover any delinquent amounts due under this Commercial Power Contract or brings an action to enforce its rights to the sale security provided by Consumer pursuant to this Agreement, Consumer and/or Consumer’s guarantors, sureties, assigns and/or successors shall be liable for all attorneys fees in the amount of twenty-five percent (25%) of the Property is not consummated because amount owed with interest together with all costs of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)such proceedings.

Deposit. Within one (a) On the date on which Buyer successfully receives at least Twenty Million Dollars ($20,000,000) of proceeds from the sale to the public of shares in Buyer (the “REIT Closing Date”), Buyer shall deposit $250,000 per Hotel Property (the “Deposit”) with a mutually satisfactory escrow agent (the “Escrow Agent”). The Option shall automatically expire, and this Contract shall automatically terminate (whereupon neither Seller nor Buyer shall have any further obligation to the other hereunder), if (i) the REIT Effective Date shall not occur by March 31, 2005, or (ii) Buyer shall fail to deposit the Deposit with the Escrow Agent on the REIT Closing Date and such failure shall continue for two business days after Buyer receives notice of such failure from Seller. (b) The Deposit shall be held by Escrow Agent subject to the terms and conditions of an escrow agreement, in the form attached hereto as Exhibit C (the “Escrow Agreement”), and shall be paid or applied as provided in this Option Contract. The Deposit shall be held in an interest-bearing account in a federally insured bank or savings institution reasonably acceptable to Seller and Buyer, with all interest to accrue to the benefit of the party entitled to receive it and to be reportable by such party for income tax purposes. Buyer’s Federal Tax Identification Number is ▇▇-▇▇▇▇▇▇▇. The Federal Tax Identification Number for each entity constituting Seller is set forth in Schedule 1. (c) business day following At the mutual execution Closing for any Hotel Property, the portion of the Deposit allocable to such Hotel Property, together with the interest earned thereon, shall be paid to Seller and exchange credited against the Purchase Price for such Hotel Property. If this Option Contract shall terminate with respect to any Hotel Property prior to the Closing for such Hotel Property, the portion of the Deposit allocable to such Hotel Property, together with the interest earned on such portion of the Deposit, shall be paid to the Seller, except as otherwise provided in paragraph (d) of this Section 2.6 or in Section 13.2 or Section 14.2 hereof. (d) Notwithstanding any other provision of this Agreement, Buyer shall deposit into Escrow (be entitled to terminate this Contract with respect to any Hotel Property as defined below) to which Seller shall not have sent a Completion Notice by July 31, 2005, and in such event Buyer shall be entitled to receive the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration portion of the “Due Diligence Period” (as hereinafter defined)Deposit that shall be allocable to such Hotel Property, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or earned on such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part portion of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following On the mutual execution and exchange Effective Date, Purchaser shall deliver to Escrow Agent a wire transfer in the sum of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Ten Million Dollars ($7,143.0010,000,000) (the “"Initial Deposit”"), in the form of as a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”)good faith deposit. Unless If this Agreement shall have has not been terminated pursuant to the provisions hereof prior theretoSection 2.7, no later than three (3) business days after the expiration Purchaser shall deliver to Escrow Agent a wire transfer for an additional deposit of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Ten Million Dollars ($100,00010,000,000) (the “"Additional Deposit”") in accordance with the last paragraph of Section 2.7. The Initial Deposit, and together with the Initial Additional Deposit when and if made, is and all interest earned on the deposited funds while in Escrow, shall comprise the "Deposit". The Deposit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Sellers' Representative and Purchaser at money market rates, or in such other investments as shall be approved in writing by Sellers' Representative and Purchaser. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. All accrued thereon, the “Deposit”). Escrow Holder shall deposit interest or other earnings on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the The Deposit shall be either (i) applied at Closing against the Adjusted Purchase Price, (ii) returned to Purchaser pursuant hereto, or (iii) paid to Existing Owner Sellers pursuant hereto (pro rata based upon their Percentage Shares). If Purchaser fails to timely deliver the Deposit to Escrow Agent under this Agreement, at any time prior to such delivery Sellers' Representative, on behalf of Sellers and credited against as their sole remedy, may terminate this Agreement upon written notice to Purchaser. Upon Escrow Agent's receipt of any notice from Sellers' Representative or Purchaser directing the Purchase Price on the Closing Date. In the event the sale disposition of the Property Deposit, Escrow Agent shall only deliver the Deposit pursuant to such notice after Escrow Agent first sends written notice to Sellers' Representative and Purchaser stating that Escrow Agent intends to deliver the Deposit as so directed, and neither Sellers' Representative nor Purchaser provide a written notice to Escrow Agent objecting to such proposed delivery within two (2) Business Days thereafter. If neither Sellers' Representative nor Purchaser provides such written objection to Escrow Agent within such two (2) Business Day period, Escrow Agent shall deliver the Deposit as so directed. If either Sellers' Representative or Purchaser provide such written objection to Escrow Agent within such two (2) Business Day period, Escrow Agent shall (i) hold the Deposit until it is not consummated because instructed by a joint written statement of (a) a Seller defaultSellers' Representative and Purchaser as to the disposition of the Deposit, (bii) pay the Deposit into the registry of the court in connection with an interpleader filed pursuant to Section 12.10, or (iii) pay the Deposit in accordance with a final nonappealable judgment of a court ordering the disposition of the Deposit. Subject to the foregoing, if any provision contained in this Agreement requires the Deposit to be returned to Purchaser, the Escrow Agent shall return the Deposit to Purchaser if and only after Purchaser and its Affiliates shall have paid to Sellers and Owner all amounts then owing to Sellers or any Acquired Entity under the Inspection Agreement or pursuant to any provisions contained in this Agreement which survive a termination of this Agreement. Within two (2) Business Days after receiving notice from Purchaser that this Agreement by Buyer in accordance with any requires the Deposit to be returned to Purchaser, unless Sellers' Representative is contesting Purchaser's right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” , Sellers' Representative shall also notify Purchaser of all reasonable amounts believed to be deemed owed to include a Sellers or any Acquired Entity pursuant to the preceding sentence, together with invoices or other written evidence thereof. Upon Purchaser's payment of such amounts or deposit with Escrow Agent of cash in an amount equal to the portion thereof which Purchaser is investigating or disputing (or instructions to withhold such amount from the Deposit), Escrow Agent shall return the Deposit to Purchaser (less such withheld amounts, if any). If Purchaser deposits cash with Escrow Agent in respect of the “Deposit” under foregoing amounts, Escrow Agent will hold such cash until it is instructed by a joint written statement of Sellers' Representative and Purchaser or the “Other Property Purchase Agreements” (final non-appealable judgment of a court as defined herein)to the disposition of such cash.

Deposit. Within one (1) On or before the second business day following the mutual ------- execution and exchange of this AgreementAgreement by both Buyer and Seller, Buyer shall deposit into Escrow (as defined below) the amount Deposit of Seven Million Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.007,500,000) (the “Initial Deposit”)with Escrow Agent by confirmed wire transfer of U.S. funds or by an irrevocable, unconditional letter of credit drawn upon Bank One Texas, N.A., in the form favor of a wire transfer payable and reasonably satisfactory to Chicago Title Insurance Company (“Seller, Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and Agent shall invest the Deposit promptly upon the replacement of the letter of credit with cash as provided below in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer account and reasonably acceptable to Existing Owner and all interest accruing thereon shall be credited to Buyer’s account and deemed to be become a part of the Deposit. In All interest accruing on the event Deposit shall accrue for the account of Buyer and shall be applied against the Purchase Price at Closing, unless the Deposit is paid to Seller or returned to Buyer in accordance with the provisions of the consummation Agreement, in which event all interest earned thereon shall also be paid to Seller or Buyer, as the case may be. If at or prior to the expiration of the purchase Due Diligence Period or the Extended Due Diligence Period, as the case may be, Buyer does not provide Seller with written notice of its election to proceed with Closing as provided herein, then Escrow Agent shall immediately cause the Deposit to be returned to Buyer and sale this Agreement shall be considered terminated. If at or prior to the end of the Property Due Diligence Period or the extended Due Diligence Period, as contemplated hereunderthe case may be, Buyer delivers to Seller written notice of its intention to proceed to Closing, Buyer shall also immediately replace said letter of credit with wire transferred US funds, in the amount of $7,500,000, failing which, this Agreement shall terminate and Escrow Agent shall immediately cause the Deposit to be returned to Buyer. Except as otherwise provided to the contrary in this Agreement, the Deposit shall be paid become nonrefundable upon Buyer's election to Existing Owner and credited against proceed with Closing at or prior to the Purchase Price on the Closing Date. In the event the sale expiration of the Property is not consummated because of (a) a Seller defaultDue Diligence Period or Extended Due Diligence Period as the case may be, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default evidenced by Buyer's written notice to Seller and, then if applicable, the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return conversion of the Deposit” shall also be deemed above described letter of credit to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereincash).

Deposit. Within one (1a) business day On or before 5:00 PM (Toronto time) on that date which is two (2) Business Days next following the mutual date of execution and exchange delivery of this AgreementAgreement by both Parties, Buyer the Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with pay the Initial Deposit and all interest accrued thereon, by certified cheque or negotiable bank draft drawn in favour of the “Deposit”). Escrow Holder shall deposit Vendor's Solicitor to be held by the Deposit Vendor's Solicitor in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of account or term deposit as a deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable with accrued interest to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of follow the Initial Deposit. ; (b) In the event that this Agreement is not terminated by the Purchaser on or before the Due Diligence Date in accordance with Section 4.2 hereof, the Purchaser shall, on or before 5:00 PM on that date which is two (2) Business Days next following the Due Diligence Date pay the Second Deposit by certified cheque or negotiable bank draft drawn in favour of the consummation Vendor's Solicitor to be held by the Vendor's Solicitor on the same terms as the Initial Deposit as provided for in Subsection 3.1(a); (c) If the transaction contemplated by this Agreement is not completed for any reason other than the default of the purchase and sale of the Property as contemplated hereunderPurchaser, the Deposit shall be paid returned forthwith to Existing Owner the Purchaser. If the transaction contemplated by this Agreement is not completed owing solely to the default of the Purchaser, however, the Vendor shall be entitled to retain the Deposit, as liquidated damages. Without limiting the generality of the foregoing, the Purchaser and Vendor agree that in the event of a default by the Purchaser in circumstances entitling the Vendor to retain the Deposit as aforesaid, the forfeiture of the Deposit shall constitute the Purchaser's only liability and obligation to the Vendor with the intent that the Purchaser's liability in respect of any and all claims, damages, costs or expenses of the Vendor arising out of such default shall be limited to the amount of the Deposit and the Vendor hereby releases the Purchaser from and in respect of that portion of any and all claims, actions, proceedings, damages, costs and expenses of any kind or nature whatsoever incurred by the Vendor and arising directly or indirectly out of such default of the Purchaser which is in excess of the Deposit; and (d) The Deposit is to be invested by the Vendor's Solicitor in an interest bearing account or term deposit with one of the five (5) largest Schedule 1 Canadian Chartered Banks. The Deposit shall be credited against to the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Section 3.2.

Deposit. Within one (1) business day following Concurrently with the mutual execution and exchange delivery of this AgreementAgreement by the parties hereto, Buyer shall will deposit into Escrow (as defined below) the amount of Seven Seven-Hundred Fifty Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00750,000) (together with any interest accrued on such amount, the “Escrow Deposit”) into an account (the “Initial DepositEscrow Account”)) to be established with ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A. (“Escrow Agent”) pursuant to an escrow agreement in the form of a wire transfer payable to Chicago Title Insurance Company Exhibit A hereto (the “Escrow HolderAgreement”). Unless Once deposited, the Escrow Deposit will be disbursed as follows: (a) Except as provided in Section 2.2.1(b), on the earlier of (x) the Closing Date or (y) the date on which this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined)is terminated, Buyer and Granite shall deposit with jointly execute and deliver to Escrow Holder additional cash Agent written instructions to deliver the entire Escrow Deposit to Buyer or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed designee; and (b) If Buyer fails to be part of the Deposit. In the event of the consummation of consummate the purchase and sale of the Property Broadcasting Assets as contemplated hereunderby this Agreement under circumstances that would constitute a material breach of this Agreement (including without limitation a willful failure by Buyer to consummate the transactions contemplated hereby) and Sellers are not then in breach of their representations, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller defaultwarranties or covenants hereunder in any material respect, (b) the then, upon Sellers’ termination of this Agreement by Buyer in accordance with any right Section 16.1.4, Buyer and Granite shall jointly execute and deliver to so terminate Escrow Agent written instructions to deliver the entire Escrow Deposit to KBWB and KBWB Licensee, in the aggregate. The parties acknowledge and agree by initialing this agreement in the spaces provided herein[Buyer’s Initials DP, (c) Granite’s Initials LW, KBWB’s Initials LW and KBWB Licensee’s Initials LW], that the failure of any actual damages that Sellers would suffer as a result of Buyer’s Closing Conditions (as defined below) failure to occur or (d) any other reason other than a default by Buyer, then consummate the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).purchase and

Deposit. Within one (1) business day following On the mutual execution and exchange of this AgreementExecution Date, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”)pay Seller, in the form of a by wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration or delivery of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”to an account, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market or accounts, certificates of depositdesignated by Seller, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited a deposit against the Purchase Price on the Closing Date. In the event the sale of the Property TH Interest in an amount equal to $25,000,000 (the "Deposit"), as consideration for Seller's entry into this Agreement. This Agreement will not become a legally binding and enforceable obligation of Seller unless and until the Deposit is received by Seller. As soon as practicable after the Execution Date, but in any event within ten (10) days after Seller receives the Deposit, Seller shall transfer the Deposit into a segregated investment account. Unless Seller and Buyer otherwise agree in writing, Seller shall use Commercially Reasonable Efforts to invest such funds in U.S. Treasury obligations with a maturity of six (6) months or less, or money market funds that invest exclusively in U.S. Treasury obligations. The Deposit shall be non-refundable in that it shall not consummated because be returned to Buyer unless all of the following events (the "Refund Conditions") occur: (a) a this Agreement is terminated by Buyer or by Seller defaultas permitted herein, and (b) a Deposit Return Event shall have occurred. Within ten (10) days following the termination occurrence of this Agreement the Refund Conditions, Seller shall transfer to Buyer, by Buyer in accordance with any right wire transfer or delivery of other immediately available funds to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default an account designated by Buyer, a cash amount equal to the Deposit. If the Closing occurs, an amount equal to the Deposit will be applied to the Purchase Price. Seller shall retain all interest or earnings received on the Deposit unless the Parties otherwise agree. Notwithstanding the preceding sentences to the contrary, in the event this Agreement is terminated pursuant to Section 10.1(e) then the amount of the Deposit that is to be refunded to Buyer shall be immediately reduced, but not below zero, by the amount of Losses incurred by Seller and automatically paid over its Affiliates related to Buyer without or arising from the need for any further action by either Party hereto. The sole remedy for a failure by Buyer Refinery Turnaround and Startup Activities including Losses related to make the Initial Deposit or the Additional Deposit as disposition of Feedstock Inventory, Undelivered Refinery Inventory and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Committed Refinery Inventory.

Deposit. Within one To secure the performance by Purchaser of its obligations under this Agreement, Purchaser will make a deposit of Six Hundred Seventy Five Thousand Dollars $675,000 in the following manner: (1i) within two (2) business day following days after the mutual execution and exchange Effective Date of this Agreement, Buyer Purchaser shall deposit into with Commonwealth Land Title Insurance Company (the “Escrow (as defined below) Agent”), the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) initial sum (the “Initial Deposit”) of One Hundred Seventy Five Thousand Dollars ($175,000), in ; and (ii) shall thereafter deliver the form additional sum (the “Additional Deposit”) of a wire transfer payable to Chicago Title Insurance Company Five Hundred Thousand Dollars (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three $500,000) within two (32) business days after the expiration of the “Due Diligence Period” Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all the Additional Deposit shall both be non-refundable to Purchaser (unless Seller shall default hereunder), but shall be applicable to the Purchase Price at Closing. In the event Purchaser exercises its right to cancel the transaction as provided for in Paragraphs 5 or 6 hereof, the Initial Deposit shall be returned to Purchaser with any interest accrued earned thereon. Seller agrees that upon notification by Purchaser of Purchaser’s cancellation pursuant to Paragraphs 5 or 6, Seller will direct Escrow Agent to return the Initial Deposit and interest earned thereon to Purchaser. The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an ▇▇▇▇▇▇▇ money deposit (collectively, the “Deposit”)) pursuant to the provisions of this Agreement. Escrow Holder shall deposit the Deposit in a non-commingled trust account Any and shall invest the Deposit in an insured, all interest bearing money market accounts, certificates of deposit, United States Treasury Bills accrued or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest earned thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In Purchaser except in the event the sale of a default by Purchaser, in which event all of the Property is not consummated because of (a) a Seller defaultinterest shall be disbursed to Seller, (b) together with the termination of this Agreement by Buyer Deposit, as liquidated damages in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined default provisions below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following the mutual execution and exchange of Upon entering into this Agreement, Buyer Purchaser shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago escrow with Lawyers Title Insurance Company (“"Escrow Holder”). Unless this Agreement shall have been terminated pursuant to Agent") the provisions hereof prior thereto, no later than three (3) business days after the expiration sum of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Ten Thousand and No/100 00/100 Dollars ($100,000) 10,000.00), which sum (the “Additional "Deposit”"), together with all interest earned thereon, shall be held by Escrow Agent for Purchaser's benefit, and together with either applied, returned or forfeited according to the Initial Deposit terms of this Agreement. At Closing, Seller shall convey the Premises (including without limitation the Facilities) to Purchaser by special warranty deed, subject to no Liens or encumbrances whatsoever, other than (i) real estate taxes and all interest accrued thereonassessments which are a lien but not yet due and payable at Closing, (ii) zoning and building code ordinances and regulations which are applicable to the “Deposit”). Escrow Holder shall deposit Premises and have not been violated, (iii) encumbrances which are shown on the Deposit in a non-commingled trust account and shall invest surveys of the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments Premises prepared and/or updated as directed provided by Buyer and reasonably this Agreement which are acceptable to Existing Owner Purchaser, (iv) rights of tenants and interest thereon shall be credited to Buyer’s account and deemed to be part of patients occupying beds in the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price Facilities on the Closing Date. In , and (v) those exceptions to title referenced in the event the sale Title Commitments, as hereinafter defined, which are accepted (or deemed accepted) by Purchaser (all of the Property is not consummated because foregoing collectively referred to herein as the "Permitted Exceptions"). At Closing, Seller shall convey to Purchaser the furniture, fixtures, machinery, equipment and Inventory included in the Assets by bill ▇▇ sale with warranty of (a) a title and shall assign to Purchaser the leases of the Assets described in Schedule 1.3. If, on or before the Closing Date, Seller default, (b) the termination of this Agreement by Buyer in accordance with shall fail for any right reason to so terminate provided herein, (c) the failure of remove or discharge any of Buyer’s Closing Conditions (as defined below) to occur Lien or (d) encumbrance on any other reason Facility other than a default by Buyerthose Liens or encumbrances included in Permitted Exceptions, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The Purchaser may elect, in its sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller discretion, to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. A. Within one seven (1) business day following the mutual execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (37) business days after the expiration of the “Due Diligence Period” Effective Date (as hereinafter defined), Buyer shall deliver to First American Title Insurance Company (“Escrow Agent”) an initial ▇▇▇▇▇▇▇ money deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000100,000.00) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Unless Buyer notifies Seller in writing of ▇▇▇▇▇’s election to continue this Contract beyond the Inspection Period, Escrow Holder Agent shall deposit return the Initial Deposit to Buyer upon the expiration of the Inspection Period (as defined below). If ▇▇▇▇▇ notifies Seller in writing of ▇▇▇▇▇’s election to continue this Contract beyond the Inspection Period, then upon (i) the expiration of the Inspection Period, Escrow Agent shall release from escrow to Seller, a portion of the Deposit in the amount of Fifty Thousand and No/100 Dollars ($50,000.00), and (ii) four (4) months after the expiration of the Inspection Period, Escrow Agent shall release from escrow to Seller, a non-commingled trust account and shall invest portion of the Deposit in an insuredthe amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) (each, interest bearing money market accountsa “Released Deposit”) (for a total of $75,000.00), certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon which each Released Deposit shall be credited non-refundable except in the event of a Seller default or as otherwise expressly provided for in this Contract where Buyer is entitled to Buyer’s account and deemed to be part receive a return of the Deposit. In the event All portions of the consummation of Deposit not yet released to Seller as herein described and being held by the purchase Escrow Agent shall be referred to herein as the "Non-Released Deposit" and sale of all references to the Property as contemplated hereunder, Deposit herein shall collectively mean the Released Deposit and the Non-Released Deposit. The Deposit shall be paid held, disbursed, and returned by Escrow Agent only in accordance with the terms and conditions of this Contract. If the Buyer proceeds to Existing Owner and credited Closing, the Buyer shall be entitled to a credit for the amount of the Deposit against the Purchase Price on Price. B. If the Closing Date. In the event the sale of the Property Deposit is not consummated because delivered by Buyer to Escrow Agent in accordance with the time frames set forth herein, and such failure continues for a period of five (a5) a business days after receipt of written notice from Seller, then either party may terminate this Contract by delivering written notice to the other party. If this Contract is so terminated, this Contract shall be deemed to have terminated, and there shall be no remedy hereunder to either Seller default, (b) or Buyer other than the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)Contract.

Deposit. Within one three (13) business day following Business Days after the mutual execution and exchange of this AgreementEffective Date, Buyer shall deposit into an escrow with Escrow (as defined below) the amount of Seven Agent Five Hundred Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00500,000.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Initial Deposit”). Escrow Holder In the event that Buyer shall deposit have delivered the Approval Notice (as hereinafter defined) to Sellers before the expiration of the Due Diligence Period (as hereinafter defined), the Initial Deposit in a shall be non-commingled trust account refundable except as otherwise expressly provided in this Agreement, and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer be applied and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part toward payment of the DepositPurchase Price payable at Closing. In the event that Buyer delivers written notice to Sellers to terminate this Agreement (“Disapproval Notice”) or shall fail to deliver the Approval Notice to Sellers before the expiration of the consummation of Due Diligence Period, Buyer shall be deemed to have elected to terminate this Agreement and the purchase and sale of the Property as contemplated hereunder, the Initial Deposit shall be paid returned to Existing Owner Buyer. Should Buyer have delivered the Approval Notice before the expiration of the Due Diligence Period, within three (3) Business Days thereafter, Buyer shall deposit into the escrow an additional Five Hundred Thousand Dollars ($500,000.00) (together with all interest accrued thereon, the “Secondary Deposit,” and together with the Initial Deposit, the “Deposit”), which shall be non-refundable except as otherwise expressly provided in this Agreement, and shall be applied and credited against toward payment of the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)payable at Closing.

Deposit. Within one (1) business day following Unless modified by addenda, the mutual total security deposit at the time of execution and exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), Lease Contract for all residents in the form apartment is $ . The security deposit may not be applied by Lessees as rent. This deposit is refundable, at the time of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration termination of the “Due Diligence Period” (as hereinafter defined)lease, Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in less any claims made by the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of Lessor upon such deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event Lessee leaves the premises in an unclean or damaged condition at the termination of the consummation lease necessitating cleaning or repairs by the Lessor, additional charges will apply. Security deposit is held in a separate non-interest bearing account at TD Bank, Address: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The security deposit will be held in a separate bank account. Lessor is holding a security in a separate non-interest-bearing account for benefit of the purchase and sale lease. This means that the security deposit held in this account cannot be commingled with other funds of the Property as contemplated hereunderLessor or used in any way by the Lessor until such monies are due to the Lessor. The name and address of the depository holding the deposit is TD Bank, ▇▇▇ ▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Lessor will have 15 days after termination of this lease in which to return the Deposit shall be paid security deposit to Existing Owner and credited against the Purchase Price Lessees, unless Lessor intends to impose a claim on the Closing Date. In the event the sale of the Property is not consummated because of security deposit as provided by law. (a) Upon the vacating of the premises for termination of the lease, if the Lessor does not intend to impose a Seller defaultclaim on the security deposit, the Lessor shall have 15 days to return the security deposit together with interest if otherwise required, or the Lessor shall have 30 days to give the Lessee written notice by certified mail to the Lessee's last known mailing address of his or her intention to impose a claim on the deposit and the reason for imposing the claim. The notice shall contain a statement in substantially the following form: $ upon your security deposit, due to _ . It is sent to you as required by s. 83.49(3), Florida Statutes. You are hereby notified that you must object in writing to this deduction from your security deposit within 15 days from the time you receive this notice or Camelot Apartments will be authorized to deduct our claim from your security deposit. Your objection must be sent to ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.” If the Lessor fails to give the required notice within the 30-day period, he or she forfeits the right to impose a claim upon the security deposit (b) Unless the termination Lessee objects to the imposition of this Agreement by Buyer in accordance with any right the Lessor's claim or the amount thereof within 15 days after receipt of the Lessor's notice of intention to so terminate provided hereinimpose a claim, the Lessor may then deduct the amount of his or her claim and shall remit the balance of the deposit to the Lessee within 30 days after the date of the notice of intention to impose a claim for damages. (c) If either party institutes an action in a court of competent jurisdiction to adjudicate the failure of any of Buyer’s Closing Conditions (as defined below) party's right to occur the security deposit, the prevailing party is entitled to receive his or (d) any other reason other than her court costs plus a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need reasonable fee for any further action by either Party heretohis or her attorney. The sole remedy for a failure by Buyer to make court shall advance the Initial Deposit or cause on the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)calendar.

Deposit. Within one (1a) As of the date hereof, Purchaser has deposited as security for the performance of Purchaser's obligations hereunder the sum of $250,000.00 ("Initial Deposit") to be held in escrow and disbursed as herein provided. In addition, within three business day days following the mutual execution and exchange establishment of this Agreementthe Purchase Price for a Closed Fee Property as expressed in Section 5 hereof, Buyer Purchaser shall deposit into Escrow as further security for the performance of Purchaser's obligations hereunder an amount equal to 10% of the Purchase Price for such Closed Fee Property (as defined below) each such amount, a "Supplemental Deposit" and, together with the Initial Deposit, the "Deposit"), provided that no Supplemental Deposit shall be due or payable when or to the extent that the funding of such Supplemental Deposit would cause the aggregate amount of Seven Thousand One Hundred Forty Three the Supplemental Deposit to be more than $750,000.00. As and No/100 Dollars when either (i) Settlement occurs on a Closed Fee Property or (ii) a Closed Fee Property is withdrawn from this Agreement as expressed in Sections 21(b) or (c) hereof, the aggregate amount of the Supplemental Deposits shall be recomputed to equal the lesser of (i) 10% of the aggregate amount of the Purchase Prices for all Closed Fee Properties for which Settlement has not yet occurred or (ii) $7,143.00750,000.00. (b) (the “Initial Deposit”)At Purchaser's election, in but subject to Seller's reasonable approval, the form of a wire transfer payable to Chicago the Deposit shall be one of the following: (i) cash deposited with Commonwealth Land Title Insurance Company (“"Escrow Holder”). Unless this Agreement shall have been terminated Agent") to be held and disbursed by the Escrow Agent pursuant to the terms and conditions of this Agreement and the escrow provisions hereof prior thereto, no later than three set forth in Exhibit J-1 attached hereto; (3ii) business days after the expiration an irrevocable letter of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in credit issued by a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and domestic bank reasonably acceptable to Existing Owner Seller and interest thereon substantially in the form attached hereto as Exhibit J-2; or (iii) a pledge and assignment of money market, mutual fund or similar accounts reasonably acceptable to Seller or certificates of deposit or other instruments of reasonable liquidity issued by a domestic bank reasonably acceptable to Seller, which pledge and assignment agreements shall be credited substantially in the form attached hereto as Exhibit K-3. The Deposit shall be in addition to, and separate from, the collateral tendered by Purchaser to Buyer’s account and deemed to secure the Secured Liability Amount under Section 7(e). (c) The interest earned (if any) on the Deposit shall be part of the Deposit. In Provided Purchaser is not in default hereunder, the event interest earned on the Deposit shall be paid to the Purchaser on each one-year anniversary date of this Agreement. The Deposit shall be paid to the Seller as provided in Section 16(b) if the Purchaser defaults or if the Seller terminates this Agreement for cause as provided in Section 2 and Section 16(b). On the last to occur of (i) the date of expiration or earlier termination of this Agreement, (ii) the Settlement Date for the last of the consummation Closed Properties subject to this Agreement or (iii) the expiration of the purchase and sale Dark Period for the last of the Property as contemplated hereunderClosed Properties subject to this Agreement, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or Purchaser. (d) any other reason other than a default by Buyer, then If the Deposit shall be immediately is in the form of a letter of credit, the Seller also may draw on the letter of credit if the Purchaser fails to deliver to the Seller a replacement letter of credit or replacement instrument/security in proper form and automatically paid over amount at least 15 days prior to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return expiry date of the Deposit” shall also be deemed to include a return then current letter of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)credit.

Deposit. Within one It shall be a condition precedent to the effectiveness of this Agreement that Guarantor execute and deliver to Wyndham and the Owners the Guaranty pursuant to which Guarantor guarantees W2005’s obligations pursuant to this Section 2.3. No later than ten (110) business day days following the mutual execution Effective Date, time being of the essence, Purchaser shall deliver to Escrow Agent a wire transfer or cashier’s or certified check in the sum of TWENTY-FIVE MILLION SIX HUNDRED TWENTY THOUSAND and exchange NO/100ths Dollars ($25,620,000.00) or 7.0% of the Purchase Price. Upon such delivery the Guaranty shall terminate and be of no further force or effect. The Deposit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Wyndham and W2005 at money market rates, or in such other investments as shall be approved in writing by Wyndham and W2005. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit”), in the form of a wire transfer payable to Chicago Title Insurance Company (“Escrow Holder”). Unless this Agreement shall have been terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash All accrued interest or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit earnings on the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be become part of the Deposit. In The Deposit shall be either (a) applied at Closing against the event Purchase Price, (b) returned to W2005 pursuant hereto, or (c) paid to Wyndham pursuant hereto; provided however, that if prior to Closing the Purchase Price shall be reduced as the result of any Property being excluded from this Agreement as expressly provided herein, the Escrow Agent shall promptly return to W2005 a portion of the consummation original amount of the purchase Deposit in the same proportion as the original Purchase Price was so reduced. Notwithstanding anything herein to the contrary, if W2005 fails to timely deliver the Deposit to Escrow Agent under this Agreement, Purchaser shall be in immediate default hereunder (without the benefit of any additional notice or cure period) and sale of the Property as contemplated hereunder, Wyndham may terminate this Agreement by written notice to Purchaser whereupon the Deposit shall be paid payable directly to Existing Owner Wyndham. Wyndham shall be entitled following such termination, as its sole remedies, to (a) ▇▇▇ W2005 and/or Guarantor to obtain the Deposit, which shall be retained by Wyndham and credited against the Owners as liquidated damages, and to recover all costs and expenses, including attorneys’ fees, incurred by Wyndham and/or the Owners to obtain the Deposit from W2005 and/or Guarantor and (b) enforce the indemnities and other provisions of this Agreement which expressly survive a termination of this Agreement. At W2005’s option, the Deposit initially may be (or the cash Deposit may be replaced at any time with) an unconditional, irrevocable letter of credit (the “Letter of Credit”), in which case the “Deposit” shall mean the Letter of Credit and/or any proceeds thereof. The Letter of Credit shall be (a) in an amount equal to TWENTY-FIVE MILLION SIX HUNDRED TWENTY THOUSAND and NO/100ths Dollars ($25,620,000.00) or 7.0% of the Purchase Price Price, (b) issued by a bank reasonably acceptable to Wyndham, (c) presentable at a bank or branch located in New York, New York, (d) presentable in multiple drafts, (e) for an initial term expiring no earlier than June 15, 2005, and (f) in substantially the form reasonably approved by Wyndham. Upon delivery of such Letter of Credit the Guaranty shall terminate and be of no further force or effect. If the Closing shall occur while the Escrow Agent holds the Letter of Credit, the Letter of Credit shall be returned to W2005 at the Closing. If Wyndham in good faith believes that a default hereunder on the part of Purchaser has occurred, or if the Letter of Credit will expire sooner than thirty (30) days after the Closing Date (as the Closing Date may be extended by any provision hereof or by written agreement of Wyndham and Purchaser) and the Letter of Credit has not been extended to a date at least thirty (30) days after the Closing Date, Wyndham may send a notice to Escrow Agent (with a copy thereof to Purchaser) (the “Demand Notice”), which Demand Notice shall set forth with reasonable specificity the basis for Wyndham’s belief that Purchaser is in default hereunder or that the Letter of Credit will expire sooner than thirty (30) days after the Closing Date. Upon receipt of such Demand Notice, Escrow Agent shall immediately demand full payment of the Letter of Credit, and the proceeds thereof shall become a part of the Deposit. Escrow Agent shall not make any inquiry whatsoever as to the validity of Purchaser’s default hereunder or whether the Letter of Credit has been extended or of Wyndham’s right to send the Demand Notice in connection with demanding full payment of the Letter of Credit; nor shall Purchaser endeavor or have the right to prevent, interfere with or delay (by an action or proceeding or otherwise) the Escrow Agent’s demanding or the issuer paying to the Escrow Agent the full amount of the Letter of Credit. The Letter of Credit shall provide that the only condition to Escrow Agent’s demand for the full amount of the Letter of Credit shall be that Escrow Agent sends a sight draft to the bank issuing the Letter of Credit. The parties acknowledge and agree that Escrow Agent’s obligation to demand and collect full payment of the Letter of Credit following its receipt of a Demand Notice shall be absolute and unconditional and shall remain unaffected by any written notice, contrary instruction or other protest by Purchaser. The parties also acknowledge and agree that if there is any dispute as to the payment or disposition of the Deposit (following Escrow Agent’s demand and collection of the proceeds of the Letter of Credit) or any other monies held in escrow, the payment and disposition of such monies shall be subject to Section 10.10 hereof. Accordingly, Purchaser expressly agrees that Escrow Agent shall be entitled to rely on any Demand Notice received by it from Wyndham, and that Escrow Agent shall not be liable to Purchaser for Escrow Agent’s compliance with any Demand Notice. Any proceeds of the Letter of Credit shall be invested by Escrow Agent in a commercial bank or banks acceptable to Wyndham and W2005 at money market rates, or in such other investments as shall be approved in writing by Wyndham and W2005. In the event the sale Escrow Agent shall hold the Letter of Credit at the time any provision hereof requires the Deposit to be returned to W2005, such provision shall be deemed to require the return of the Property Letter of Credit to W2005; provided, however, that if such provision requires only part (but not all) of the Deposit to be returned to W2005, such provision shall be deemed to require Escrow Agent to give irrevocable written notice to the bank issuing the Letter of Credit of a reduction in the amount of the Letter of Credit equal to the part of the Deposit so required to be returned to W2005. Upon Escrow Agent’s receipt of any notice from Wyndham or Purchaser directing the disposition of the Deposit, Escrow Agent shall only deliver the Deposit pursuant to such notice after Escrow Agent first sends written notice to both Wyndham and Purchaser stating that Escrow Agent intends to deliver the Deposit as so directed, and neither Wyndham nor Purchaser provides a written notice to Escrow Agent objecting to such proposed delivery within five (5) business days thereafter. If neither Wyndham nor Purchaser provides such written objection to Escrow Agent within such five (5) business day period, Escrow Agent shall deliver the Deposit as so directed. If either Wyndham or Purchaser provides such written objection to Escrow Agent within such five (5) business day period, Escrow Agent shall (i) hold the Deposit until it is not consummated because instructed by a joint written statement of (a) a Seller defaultWyndham and Purchaser as to the disposition of the Deposit, (bii) pay the termination Deposit into the registry of this Agreement by Buyer the court in connection with an interpleader filed pursuant to Section 10.10 hereof, or (iii) pay the Deposit in accordance with any right to so terminate provided herein, (c) a final non-appealable judgment of a court ordering the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return disposition of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein).

Deposit. Within one (1) business day following The Deposit currently held by the mutual Escrow Agent equals $300,000.00. Notwithstanding anything to the contrary contained in the Purchase and Sale Agreement, commencing upon the execution and exchange of this Third Amendment, $100,000.00 of the Deposit (the “Extension Deposit”) shall be immediately released by the Escrow Agent and paid to Seller in consideration of the Due Diligence Period being extended to July 27, 2009. The Extension Deposit is hereby deemed immediately earned by Seller, and shall be nonrefundable to Purchaser for any reason; provided, however, the Extension Deposit shall be applied as part payment of the Purchase Price made by Purchaser at the Closing. Notwithstanding anything to the contrary contained in the Purchase and Sale Agreement, Buyer commencing upon the execution of this Third Amendment, the remaining $200,000.00 of the Deposit (the “Remaining Deposit”) shall deposit into Escrow (as defined belowbe nonrefundable to Purchaser except in the event that, on or before the expiration of the Due Diligence Period, Purchaser is unable to obtain a loan commitment from ▇▇▇▇▇▇▇ Mac or other third party lender(s) in the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars (not less than $7,143.00) 18,000,000.00 (the “Initial DepositLoan Commitment”), ) or in the form event of a default by Seller under the terms of the Purchase and Sale Agreement. Purchaser agrees to pursue the Loan Commitment in good faith and to provide reasonable evidence of Purchaser’s filing of the application upon Seller’s request for same. If Purchaser terminates the Purchase and Sale Agreement prior to the expiration of the Due Diligence Period because of its failure to obtain the Loan Commitment, Escrow Agent is hereby instructed to hold the Remaining Deposit in escrow until such time as Purchaser provides reasonable evidence to Seller that Purchaser was unable to obtain the Loan Commitment despite good faith efforts to do so. Promptly upon the expiration of the Due Diligence Period, Escrow Agent shall release the Remaining Deposit to Seller via wire transfer payable per the instructions to Chicago Title Insurance Company (“be provided by Seller to Escrow Holder”)Agent. Unless this Agreement On the Closing, the Remaining Deposit shall have been terminated pursuant be applied as part payment of the Purchase Price made by Purchaser. Otherwise, the Remaining Deposit shall be nonrefundable to the provisions hereof prior thereto, no later than three (3) business days Purchaser after the expiration of the “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds Period except in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and all interest accrued thereon, the “Deposit”). Escrow Holder shall deposit the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then Seller under the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return terms of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined herein)and Sale Agreement.

Deposit. Within one One (1) business Business day following the mutual execution and exchange of this Agreementdate hereof, Buyer shall deposit into with Title Company, as escrow agent (in such capacity, “Escrow (as defined below) the amount of Seven Thousand Agent”), One Hundred Forty Three Thousand and No/100 no/100 Dollars ($7,143.00100,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Initial Deposit”), ) in the form of a immediately available funds by wire transfer payable to Chicago Title Insurance Company (“such account as Escrow Holder”)Agent shall designate to Buyer. Unless If this Agreement shall have been is not terminated pursuant to the provisions hereof prior thereto, no later than three (3) business days after the expiration of the “Due Diligence Period” (as hereinafter definedsubsection 7.1(a), Buyer shall deposit with Escrow Holder Agent on the first Business Day following expiration of the Due Diligence Period an additional cash or other Three Hundred Thousand and no/100 Dollars ($300,000.00) in immediately available funds in the amount of One Hundred Thousand and No/100 Dollars by wire transfer to such account as Escrow Agent shall designate to Buyer ($100,000) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Additional Deposit”). If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and together with Seller may terminate this Agreement, in which event the Initial Deposit Deposit, and all interest accrued thereon, shall be immediately delivered to Seller as liquidated damages in accordance with Section 12.1. The Initial Deposit and, if delivered, the Additional Deposit and the Extension Deposit (as defined below), together with all accrued interest thereon, shall be referred to collectively herein as the “Deposit”). Escrow Holder shall deposit .” Upon delivery of the Deposit in a non-commingled trust account and shall invest the Deposit in an insured, interest bearing money market accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. In the event of the consummation of the purchase and sale of the Property as contemplated hereunderEscrow Agent, the Deposit will be deposited by Escrow Agent into an interest-bearing account acceptable to Buyer and Seller and shall be held in escrow in accordance with the provisions of Section 14.5. All interest earned on the Deposit while held by Escrow Agent shall be paid to Existing Owner and credited against the Purchase Price on party to whom the Deposit is paid, except that if the Closing Date. In the event the sale of the Property is not consummated because of (a) occurs, Buyer shall receive a Seller default, (b) the termination of this Agreement by Buyer credit for such interest in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, then the Deposit shall be immediately and automatically paid over to Buyer without the need for any further action by either Party hereto. The sole remedy for a failure by Buyer to make the Initial Deposit or the Additional Deposit as and when required hereunder shall be for Seller to terminate this Agreement. All references in this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Deposit” under the “Other Property Purchase Agreements” (as defined hereinsubsection 2.2(a).