Common use of Deposit Clause in Contracts

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (ai) Concurrently with the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in deposit, by wire transfer of immediately available funds a performance guarantee deposit funds, $2,000,000 to such accounts as shall be specified by the Sellers’ Representative in writing, with each Seller receiving an amount thereof equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) such Seller’s Proportionate Percentage (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer). (bii) Subject If the Closing occurs, the Deposit shall be credited toward and reduce the Cash Consideration Amount otherwise payable at the Closing. (iii) If this Agreement is terminated by Buyers or Sellers pursuant to Section 10.1(b) (End Date) or Section 10.1(e) (HSR Date) (except, in each case, in the event the transactions contemplated hereby shall not have been consummated prior to the proviso End Date or HSR Date, as applicable, solely as a result of the failure of the condition to Closing of Buyer set forth in Section 11.017.1(c) (closing deliverables), Section 7.1(d) (Material Adverse Effect), Section 7.1(g) (title commitment) or Section 7.1(h) (Xxxxx Fargo lien) to have been satisfied or waived) or if this Agreement is terminated by Seller Sellers pursuant to Section 11.01(b10.1(d) (Buyer or Merger Sub breach or failure to perform), the Deposit shall be forfeited and Seller does not waive the non-satisfaction retained by Sellers free and clear of any conditions claims by Buyer with respect thereto and without prejudice to Closing set forth in ARTICLE 8, Seller shall retain any other rights or remedies of the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available Sellers arising out of or relating to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltytransaction. (civ) Subject to the proviso set forth in Section 11.01, if If this Agreement is terminated (i) by Buyer Buyers or Sellers pursuant to Section 11.01(c10.1 under any circumstances other than the circumstances described in Section 1.6(c)(iii) and above, each of the Sellers shall, within three Business Days after the date of such termination, pay to Buyer does not waive the non-satisfaction its Proportionate Percentage of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in by wire transfer of immediately available funds pursuant to wire transfer instructions to such account as shall be provided timely specified by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinin writing. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (ai) Concurrently with Within (3) three business days of the execution Effective Date, Purchaser shall deposit, the sum of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Ninety-Six Thousand Dollars ($33,500,000.00396,000.00) ("Initial Deposit") with the “Deposit”title company chosen by Purchaser ("Escrow Agent"). The Deposit shall be non-refundable to Purchaser except for the following circumstances: (a) the Title Commitment and/or Survey (once certified to the Title Company) reveals a condition that Seller will not or cannot remedy and Purchaser elects to terminate this Contract as provided in accordance with wire transfer instructions provided by Seller to Buyer. Section 2 herein ("Title Defect"), (b) Subject to the proviso set forth in Section 11.01, if Purchaser terminates this Agreement pursuant to Article XI or Article II Section 2.0l(c), (c) there is terminated a failure of a Purchaser condition precedent to close including a default by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8Seller covenant, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations representation or warranty under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damagesContract, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to provided Purchaser complies with the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance terms of this Agreement, provided the Parties agree that Buyer must file an action for specific performance the Deposit shall be fully refundable prior to the expiration of the Feasibility Period. The Escrow Agent shall hold the Deposit in escrow in a non-interest-bearing account, in accordance with the terms and conditions of this Contract. Pxxxxxxxx agrees to pay and satisfy the balance of the Purchase Price, reduced by the Deposit paid to Seller, at the time of Closing by wire transfer of immediately available funds. (ii) In the event the Purchaser fails to timely terminate this Contract of Sale pursuant to Section 2.02, the Purchaser shall deposit with Escrow Agent within twenty-one (211) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to business day following the prompt return expiration of the Feasibility Period, a second deposit in the sum of Six Hundred Sixty Thousand and 00/100 ($660,000.00; the "Second Deposit"). The Initial Deposit and Second Deposit shall hereinafter collectively be called the "Deposit".

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Ten Million Five Hundred Thousand Dollars ($33,500,000.0010,000,000) (the “"Deposit”") in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s 's failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s 's actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE Article 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), ) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s 's sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of determination that the Deposit in accordance with this AgreementClosing will not occur, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) 21 days of Seller’s 's Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) 21 days of Seller’s 's Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s 's Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within Within three (3) business days after the event giving rise Effective Date, Buyer shall deliver to such return obligation. Buyer Chicago Title Insurance Corporation, 000 Xxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, XX 00000, Attn: Xxxxx Xxxxxx (“Escrow Holder”), a good faith deposit in the amount of Seventy Five Thousand and Seller shall thereupon have No/100 Dollars ($75,000.00) (the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing“Initial Deposit”), and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for following the return expiration of the Deposit Due Diligence Period (defined in accordance with Section 3.2), assuming Buyer has not previously terminated this Agreement, or Buyer shall deliver to Escrow Holder an additional good faith deposit (ii“Additional Deposit”) of One Hundred Twenty Five Thousand and No/100 Dollars ($125,000.00). The Initial Deposit and the Additional Deposit shall be collectively referred to herein as the “Deposit”. The Deposit shall be held in an insured, interest-bearing account with interest accruing for the benefit of Buyer. The Deposit (and any interest earned thereon) shall be applied to the Purchase Price if the Closing occurs. Unless Buyer shall have timely delivered its Disapproval Notice as provided in Section 3.4 hereof, upon the right expiration of the Due Diligence Period (as defined in Section 3.2 hereof) the Deposit shall automatically become nonrefundable to pursue specific performance Buyer unless escrow fails to close solely due to one or more of the following (i) Seller’s default as described in Section 6.2 of this Agreement, (ii) a failure of a material representation or warranty by Seller to be substantially true and correct as of the Closing, (iii) a failure of a condition precedent set forth in Section 5.4, (iv) a casualty or condemnation affecting a material portion of the Real Property, or (v) as otherwise expressly provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by [(i) through (v) being collectively referred to as a “Non-Buyer Failure”)], and the Deposit shall constitute liquidated damages to Seller if escrow fails to close as a result of Buyer, ’s default as provided in Section 6.1 below. In the event Buyer shall be deemed elect to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of terminate this Agreement in accordance with its terms, the Deposit (and any interest earned thereon) shall be limited returned to the prompt return of the DepositBuyer as provided in Section 3.5 below.

Deposit. (a) Concurrently Section 2.2(a) of the Original Purchase Agreement is hereby deleted in its entirety and replaced with the execution of this Agreement by Buyer and Sellerfollowing: (a) Within one (1) business day after the Effective Date, Buyer Purchaser shall deliver to Seller Escrow Agent, in immediately available funds a performance guarantee deposit in an amount equal to Good Funds, the sum of Nine Hundred Thirty Three Million Five Hundred Thousand and NO/100 Dollars ($33,500,000.00935,000.00) (together with 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 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 hereinafter individually and collectively be referred to as the “Deposit”). The Deposit shall be non-refundable to Purchaser, except (i) in accordance with wire transfer instructions provided by Seller if a condition precedent to Buyer. (b) Subject to the proviso Purchaser’s obligations as set forth in Section 11.01, if this Agreement 10.2 below is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit satisfied or cured as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this AgreementClosing Date and such failure is not due to a default by Purchaser, or (ii) Buyer shall have the 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 pursue specific performance such refund will survive any termination of this Agreement, provided that Buyer must file an action . 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 shall be applied to the Allocated Purchase Price(s) for specific performance within twenty-one such Property or Properties) or (21ii) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of the date on which this Agreement by Buyer, Buyer is terminated in accordance with its terms (in which case the Deposit shall be deemed paid to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach Sellers unless, under the express terms of the provision pursuant to which this Agreement shall be limited is terminated Purchaser is entitled to the prompt return a refund of the Deposit).” (b) Sellers will prepare an amendment to the 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 the Escrow Agent on or prior to the end of the Due Diligence Period.

Deposit. (a) Concurrently with No later than three Business Days following the execution entry of this Agreement by Buyer and Sellerthe Bidding Procedures Order, Buyer shall deliver to Seller in immediately available funds a performance guarantee Purchaser will make an xxxxxxx money deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller the amount of $20,000,000 to Buyer. (b) the Escrow Agent. The Deposit shall be applied against payment of the Purchase Price on the Closing Date. Subject to the proviso termination provisions set forth in Section 11.013.5, if this Agreement shall be terminated by any Party hereto pursuant to Sections 3.4(a); 3.4(b); 3.4(c); 3.4(d); 3.4(e); 3.4(f); 3.4(g); 3.4(h); 3.4(j) and 3.4(k) hereof, then the Deposit shall be returned to Purchaser within five (5) Business Days after Sellers’ receipt of Purchaser’s written request therefore. If this Agreement shall be terminated by the Sellers pursuant to Section 3.4(i) hereof or otherwise by reason of the failure of any condition precedent under Section 9.2 hereof resulting primarily from Purchaser breaching any representation, warranty or covenant contained herein, then Sellers shall retain the Deposit. The Parties agree that the Sellers’ right to retain the Deposit, as set forth herein, is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the 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 contemplated hereby, which amount would otherwise be impossible to calculate with precision. If the Closing is not consummated due to Purchaser’s breach of this Agreement, or if this Agreement is terminated by Seller pursuant due to Section 11.01(b) and Seller does not waive the non-satisfaction Purchaser’s breach of any conditions to Closing set forth in ARTICLE 8this Agreement, Seller shall retain the Deposit as liquidated damages, which remedy then Sellers shall be the entitled, as their sole and exclusive remedy available for such breach, to Seller for Buyer’s failure terminate this Agreement and, retain the Deposit. Sellers hereby waive and release any right to perform its obligations under this Agreement, (and Seller expressly waives any and all other remedies, legal or equitable, Sellers hereby covenant that it otherwise may have for Buyer’s breach of they shall not) xxx Purchaser with respect to this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions Asset contemplated to be provided timely by Buyer to Seller within three purchased hereunder: (3a) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for or (b) to recover any damages of any nature or description. Seller and Purchaser expressly waive and release (i) any right to seek specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of Sellers’ obligations under this Agreement by Buyerand (ii) any right to seek or collect any damages, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Depositincluding any actual, consequential, speculative, remote or punitive damages.

Deposit. (a) Concurrently Simultaneously with the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in immediately available funds is depositing as a performance guarantee good faith deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars seven hundred two thousand, seven hundred seventy-one dollars ($33,500,000.00702,771) (the “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 accordance with wire transfer instructions provided by Seller to Buyerthe form of Exhibit A attached hereto (the “Deposit Escrow Agreement”). (b) Subject to If the proviso set forth Closing occurs, then the Deposit and all earnings on the Deposit (collectively, the “Escrowed Funds”) shall be 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 the Escrowed Funds (or, if applicable, a lesser amount as provided for in Section 11.013.3(d)), if this Agreement is terminated by Seller pursuant to Section 11.01(b) shall become the Remedial Site Escrow Amount, and Seller does not waive the non-satisfaction full amount of any conditions to the Escrowed Funds as of the Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy Date shall be credited against and deducted from the sole and exclusive remedy available Initial Purchase Price to Seller be paid at Closing by Buyer for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltyMembership Interests. (c) Subject to the proviso set forth in Section 11.01, if If Seller terminates this Agreement is terminated in accordance with the provisions of either (i) Section 8.1(c)(ii)(A) resulting from a failure by Buyer pursuant to satisfy the requirements of Section 11.01(c7.3(a), (c), (d), (e) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (f) or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c8.1(c)(ii)(B), then Seller shall promptly return be entitled to liquidated damages in an amount equal to the Liquidated Damages Amount, and pursuant to the Deposit Escrow Agreement but subject to Buyer in immediately available funds pursuant to wire transfer instructions to Section 8.2(b), the Escrowed Funds shall be provided timely by Buyer released to Seller within three (3) business days after in partial satisfaction of the event giving rise Liquidated Damages Amount payable to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinSeller. (d) If all conditions precedent to In any other case if the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails prior to tender performance at Closing or otherwise Breaches 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. For the avoidance of doubt, if Buyer terminates this Agreement in any respect prior pursuant to ClosingSection 8.1(d)(ii)(B), and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller the Escrowed Funds shall return the Deposit be released to Buyer within three (3) business days after its receipt of Buyer’s written demand for as soon as practicable in accordance with the return terms of the Deposit Escrow Agreement. (e) All payments by the Deposit Escrow Agent shall be made in accordance with this the procedures and other provisions set forth in the Deposit Escrow Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently with the execution and delivery of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to has deposited by wire transfer in same day funds with Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars the sum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($33,500,000.00500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer). The Deposit and any interest earned thereupon shall be applied toward the Purchase Price at Closing. (b) Subject If (i) all conditions precedent to the proviso obligations of Buyer set forth in Section 11.018.2 have been met and (ii) the transactions contemplated by this Agreement are not consummated on or before the Closing Date because of: (A) the failure of Buyer to perform any of its obligations hereunder or (B) the failure of any of Buyer’s representations or warranties hereunder to be true and correct as of the Closing, if then, in such event, Seller shall have, as Seller’s sole and exclusive remedy, the right to terminate this Agreement and retain the Deposit, together with all interest earned thereon, as liquidated damages, SELLER WAIVING ALL OTHER RIGHTS, REMEDIES AND DAMAGES THAT IT MAY HAVE IN SUCH EVENT. (c) If (i) this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction mutual written agreement of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do Closing does not constitute a penalty. (c) Subject to occur on or before the proviso Closing Date for any reason other than as set forth in Section 11.01, if 3.2(b) or (iii) this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of for any conditions to Closing reason other than as set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c3.2(b), then Buyer shall be entitled to the return of, and Seller shall promptly immediately return to Buyer, the Deposit, plus interest thereon received by Seller from the date of Seller’s receipt of the Deposit to Buyer in immediately available funds pursuant the date of Seller’s return of the Deposit to wire transfer instructions to be provided timely Buyer, free of any claims by Buyer to Seller within three (3) business days after the event giving rise to such return obligationSeller. Buyer and Seller shall thereupon shall, in that event, have the rights and obligations set forth elsewhere hereinin Section 11.2. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (ai) Concurrently Contemporaneously with the execution delivery of this Agreement by Buyer and Sellerthe Initial Purchase Price to the Seller in accordance with Section 2(a), Buyer the Purchaser shall deliver to the Seller cash in the amount of $4,000,000 (together with any earnings thereon, the "Deposit") by wire transfer of immediately available funds a performance guarantee deposit to an interest bearing bank account designated by the Seller in an amount equal writing. The Seller shall hold the Deposit in such bank account until the Deposit shall automatically be released to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (and retained by the “Deposit”) Seller and credited toward the payment of the One Subsequent Closing Purchase Price or the Final Subsequent Closing Purchase Price, as applicable, to be paid by the Purchaser to the Seller at the applicable Subsequent Closing in accordance with wire transfer instructions provided by Seller to BuyerSection 2(b)(ii) or 2(b)(iii). (bii) Subject If the Purchaser fails to purchase all of the Second Tranche Units on or prior to March 15, 2004 pursuant to the proviso set forth terms hereof, and at such time the Seller shall not be in material breach of its obligations hereunder, then at 5:00 p.m., New York City time, on March 15, 2004, the Deposit shall automatically be released to and retained by the Seller; provided, however, that if the Seller is in material breach of any of its obligations hereunder on March 15, 2004 and such breach is cured within 10 days, and the Purchaser thereafter fails to purchase all of the Second Tranche Units on or prior March 25, 2004, then at 5:00 p.m., New York City time, on March 25, 2004, the Deposit shall automatically be released to and retained by the Seller. (iii) The Seller and the Purchaser acknowledge, stipulate and agree that the damages that may be suffered by the Seller as a result of a failure of the Purchaser to consummate the transactions contemplated to be consummated at the Subsequent Closings under the circumstances described in Section 11.012(c)(ii) would be difficult to ascertain with precision, if this Agreement is terminated that the Deposit represents a reasonable and fair estimation of such damages and that there would not be a convenient and adequate alternative to liquidated damages hereunder. Any retention by the Seller of the Deposit pursuant to Section 11.01(b2(c)(ii) is intended not as a penalty, but as full liquidated damages under the applicable laws, regulations and Seller does not waive the non-satisfaction rules of any conditions governmental or regulatory body or agency. Notwithstanding anything to Closing set forth the contrary contained in ARTICLE 8this Agreement, Seller shall the Seller's right under such circumstances to retain the Deposit as full liquidated damages, which remedy damages shall be the Seller's sole and exclusive remedy available with respect to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon contractual claim in the event of such a termination are difficult to ascertain with any certaintydefault by the Purchaser hereunder and, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return upon retention of the Deposit in accordance with this Agreementby the Seller, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer Seller shall be deemed to have waived all legal and equitable remedies and its sole remedy released any right to xxx the Purchaser for Seller’s Breach specific performance of this Agreement or to recover any damages or other amounts in excess of the Deposit based on a contractual claim, and the Purchaser thereupon shall be limited relieved of all further obligations and liabilities arising out of this Agreement to such extent. (iv) In the event that the transactions contemplated to be consummated at the Subsequent Closings have not been consummated on or prior to March 15, 2004 for any reason other than under the circumstances described in Section 2(c)(ii), then, upon termination of this Agreement, the Deposit shall promptly be refunded to the prompt return of the DepositPurchaser.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.005 percent of the Purchase Price) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. Provided, however, that if this Agreement is terminated by Seller pursuant to Section 11.01(b) pursuant to Section 8.03, and the threatened or pending suit, action or other proceeding described therein was not threatened or initiated by Buyer, Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE Article 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), ) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of determination that the Deposit in accordance with this AgreementClosing will not occur, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) 21 days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) 21 days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositDeposit and the termination of this Agreement.

Deposit. (a) Concurrently with the execution and delivery of this Agreement, Seller and Buyer shall execute and deliver an escrow agreement substantially in the form of Exhibit 3.2(a) attached hereto, by and among Seller, Buyer and Escrow Agent (the “Escrow Agreement”). The Deposit shall be held in escrow in an account (the “Escrow Account”) of immediately available funds in accordance with the applicable terms and conditions of this Agreement by Buyer and Seller, Buyer shall deliver to Seller of the Escrow Agreement and will be disbursed as provided herein and in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to BuyerEscrow Agreement. (b) Subject to If the proviso set forth in Section 11.01, if transactions contemplated by this Agreement is terminated are consummated, then the Deposit plus income actually earned thereon as contemplated by the Escrow Agreement shall be released from escrow and paid to Seller by Escrow Agent and credited against the Purchase Price payable by Buyer to Seller at the Closing pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty3.1(b). (c) Subject to If the proviso set forth in Section 11.01, if transactions contemplated by this Agreement is terminated (i) are not consummated by reason of a default by Buyer pursuant to Section 11.01(c) and Buyer does not waive under the non-satisfaction terms of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c)this Agreement, then Seller shall promptly return be entitled to retain the Deposit Deposit, plus income actually earned thereon, as liquidated damages for such default. For purposes of this Section 3.2(c), Buyer shall be deemed in default if Buyer (i) shall fail to materially perform any of the covenants or agreements of Buyer contained in immediately available funds pursuant this Agreement, (ii) shall fail to wire transfer instructions to be provided timely by Buyer to Seller satisfy any of the conditions set forth in Sections 9.1, 9.2, 9.7, or 9.8 within three ten (310) business days after Seller has satisfied the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations conditions set forth elsewhere hereinin Sections 8.1, 8.2, 8.3, 8.4, 8.7, 8.8, and 8.9, or (iii) shall refuse to consummate, or have insufficient funds to consummate, the transactions contemplated by this Agreement when Seller has shown itself able and willing to consummate such transactions and has performed all the covenants and agreements required to have been performed by Seller hereunder; provided, however, that Buyer shall not be deemed to be in default under clause (ii) or (iii) of this sentence until one hundred eighty (180) days have elapsed from the date of this Agreement. The parties agree that time is of the essence for the consummation of the transactions contemplated by this Agreement and that the amount of damages caused by a default by Buyer hereunder would be very difficult to calculate. Accordingly, the parties agree that the provision for liquidated damages contained in this Section 3.2 shall not be construed as a penalty provision. The retention by Seller of the Deposit plus income actually earned thereon shall be Seller’s sole and exclusive remedy hereunder. (d) If the transactions contemplated by this Agreement are not consummated for reasons that do not entitle Seller to retain the Deposit pursuant to Section 3.2(c), then Buyer shall be entitled to an immediate return of the Deposit plus income actually earned thereon through the date of such return, which shall be Buyer’s sole and exclusive remedy hereunder unless Seller has committed a breach or default under this Agreement and the transactions contemplated by this Agreement are not consummated as a result of Seller’s willful and wrongful failure to consummate such transactions under circumstances under which all conditions precedent to the obligations of Seller set forth in ARTICLE 8 Article 9 have been met, then notwithstanding satisfied or waived (other than any provision in this Section 2.02 to conditions that have not been satisfied as a result of any action or inaction on the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days part of Seller’s Breach. If Buyer elects to pursue specific performance), Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, which event Buyer shall be deemed entitled to have waived all legal and equitable pursue any rights or remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited existing at law or in equity with respect to the prompt return of the Depositsuch default.

Deposit. Within two (a2) Concurrently Business Days after the opening of Escrow Buyer shall deliver to Escrow Holder by bank wire transfer of immediately available funds, the sum of Five Hundred Thousand Dollars and 00/100 ($500,000) (the “Initial Deposit”), and the Initial Deposit shall be deposited by Escrow Holder in accordance with Section 4.1 below. Subject to Section 3.2.4, the execution Initial Deposit (less the Independent Consideration (defined below in Section 2.2.3)) shall be promptly returned to Buyer if Buyer has delivered a Termination Notice (defined below in Section 3.2.3) or failed to deliver the Approval Notice (defined below in Section 3.2.3) prior to the end of this Agreement by the Feasibility Period in accordance with Section 3.2.3. Buyer’s failure to deliver the Approval Notice or the delivery of a Termination Notice prior to the end of the Feasibility Period shall be deemed Buyer’s election to terminate the Agreement. If Buyer and Sellerdelivers the Approval Notice prior to the end of the Feasibility Period in accordance with Section 3.2.3, then within one (1) Business Day after the day the Feasibility Period expires, Buyer shall deliver to Seller in Escrow Holder by bank wire transfer of immediately available funds a performance guarantee deposit in an amount equal to Thirty Three funds, the sum of One Million Five Hundred Thousand Dollars and 00/100 ($33,500,000.001,500,000) (the “Additional Deposit”) ), and the Additional Deposit shall be deposited by Escrow Holder in accordance with wire transfer instructions provided Section 2.3 below. After expiration of the Feasibility Period and delivery of the Additional Deposit by Seller Buyer to Buyer. (b) Subject to the proviso set forth in Section 11.01Escrow Holder, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be remain in Escrow and in accordance with the sole terms and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under conditions of this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that either be: (i) Seller’s actual damages upon applied and credited toward payment of the event of such a termination are difficult to ascertain with any certaintyPurchase Price at Closing, (ii) disbursed by Escrow Holder to Seller as liquidated damages pursuant to Section 10.1 below, if the Deposit is Closing fails to occur under the provisions of this Agreement as a reasonable estimate result of such actual damagesa Buyer’s Default (defined below) after expiration of the Feasibility Period, and or (iii) such liquidated damages do not constitute a penalty. (c) Subject refunded to the proviso set forth in Section 11.01, Buyer if this Agreement is terminated (ix) due to a default by Buyer Seller under this Agreement or (y) pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a)4.5, Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), 4.6.3(c) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein7 below. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. 3.2.1 Buyer shall deposit the sum of Fifty Thousand and No/100 Dollars (a$50,000.00) Concurrently as an xxxxxxx money deposit (together with any interest earned thereon as set forth in Section 3.2.3, the execution of this Agreement by Buyer and Seller"DEPOSIT") with First American Title Guaranty Company ("TITLE COMPANY"), Buyer located at 0000 Xx. Xxxxxx Xxxx., Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention: Xx. Xxxxx Xxxxxxxxxxx, in immediately available funds to the Title Company no later than three (3) days after the Contract Date. Title Company shall deliver to Seller in immediately available funds and Buyer a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (receipt for the “Deposit”) in accordance with wire transfer instructions provided . Unless this Agreement is sooner terminated by Seller to Buyer. (b) Subject , the Deposit shall become non- refundable upon the expiration of the Due Diligence Date and subject to the proviso liquidated damages provisions set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the 7. 3.2.2 The Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available released to Seller for Buyer’s failure to perform its obligations under this Agreement, without liability on the part of Title Company and without further instruction by Buyer or Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunderon the first business day following the Due Diligence Date (as defined in Section 6.2. 1). Buyer and Seller acknowledge shall, concurrently with the execution and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance delivery of this Agreement, provided that execute and deliver to Title Company confirming instructions regarding the Deposit in the form set forth in EXHIBIT C, attached hereto and by this reference made a part hereof. 3.2.3 Title Company shall place the Deposit in an interest-bearing account controlled by Title Company with a major independent financial institution and drawing interest at a commercially available rate for immediately-withdrawable funds as Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breachshall reasonably approve. If Buyer elects All such accrued interest shall be credited toward the Purchase Price at Closing and, in the event the Deposit is retained by Seller as liquidated damages pursuant to pursue specific performanceSection 7, Buyer must pursue specific performance as its sole such liquidated damages shall include any and exclusive remedy in lieu of all other legal and equitable remediesaccrued interest. If such action for specific performance Under any circumstance where the Deposit is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by returned to Buyer, Buyer shall be deemed to have waived likewise receive all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Depositaccrued interest.

Deposit. 2.2.1 Within three (a3) Concurrently Business Days after the Effective Date, Purchaser shall deposit with Republic Title of Texas, Inc. (the execution “Escrow Agent”), by bank wire transfer the sum of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty One Million Three Million Hundred Five Hundred Thousand Dollars ($33,500,000.001,305,000.00) (the “Deposit”) ). The disposition of the Deposit shall be in accordance with the terms of this Agreement and the provisions set forth on Exhibit B attached hereto (the “Escrow Agreement”). If the sale of the Property is consummated under this Agreement, the Deposit shall be paid to Seller and applied to the Purchase Price at Closing. After the conclusion of the Inspection Period, if not terminated as provided in Section 5.2, the Deposit will be non-refundable to Purchaser, except as may otherwise be expressly provided in this Agreement. Purchaser hereby agrees that Five Hundred Dollars ($500.00) of the Deposit shall be independent consideration for Seller’s execution of this Agreement (the “Independent Consideration”) and, notwithstanding anything in this Agreement to the contrary, such Independent Consideration is deemed received by Seller as of the Effective Date and is non-refundable in all respects. 2.2.2 Within three (3) Business Days after the Effective Date, Purchaser shall deposit with Seller, by bank wire transfer instructions provided the sum of Two Hundred Fifty Thousand Dollars ($250,000.00) (the “Inspection Non-Refundable Deposit”), which shall be fully earned by Seller and non-refundable to Buyer. (b) Subject to Purchaser except solely in the proviso set forth in Section 11.01, if event this Agreement is terminated by terminates due to a default of Seller pursuant to Section 11.01(b11.1 below, as provided in Section 10.1.2 and Section 10.2 below, or if any Phase I environmental report obtained by Purchaser prior to the expiration of the Inspection Period reveals any recognized environmental condition (“REC”) and Seller does not waive a Phase II environmental report confirms the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event existence of such a termination are difficult to ascertain with any certainty, (ii) condition and suggests remediation of the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within same. Within three (3) business days Business Days after the Effective Date, Purchaser shall also deposit with Seller, by bank wire transfer the sum of Fifty Thousand Dollars ($50,000.00) (the “License Non-Refundable Deposit” and together with the Inspection Non-Refundable Deposit, the “Non-Refundable Deposits”), which shall be fully earned by Seller and non-refundable to Purchaser except solely in the event giving rise to such return obligation. Buyer the Seller, as licensor, terminates that certain Short Term License dated as of the date hereof by and Seller shall thereupon have between Seller, as licensor, and Golabs, Inc., a Texas corporation, an affiliate of Purchaser deriving substantial benefit from the rights and obligations set forth elsewhere transaction contemplated herein. , as licensee (dthe “License Agreement”) If all conditions precedent prior to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful Date for any reason other than a Breach default 3 by Purchaser under the License Agreement. If the sale of the Property is consummated under this Agreement by BuyerAgreement, Buyer the Deposit and the Non-Refundable Deposits shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited applied to the prompt return of the DepositPurchase Price at Closing.

Deposit. The Deposit shall be held subject to the terms of this ------- Agreement by Sellers, Holdings and Alltrista. Upon Closing, the Deposit shall be retained by Sellers, Holdings and Alltrista as partial consideration for the Assets. Upon termination of this Agreement by Sellers, Holdings and Alltrista pursuant to Section 11.1(c) hereof, or Section 11.1(e) hereof (aprovided Sellers, --------------- --------------- Holdings and Alltrista do not cause the failure to close by the Drop Dead Date) Concurrently with Sellers, Holdings and Alltrista shall be entitled to retain the execution Deposit as liquidated damages and, unless Buyer's failure to close is determined to be an intentional breach without good cause or in bad faith, such Deposit shall be retained in lieu of all other damage claims arising out of or relating to this Agreement. Upon termination of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b------- 11.1(b) and Seller does hereof, Section 11.1(d) hereof or Section 11.1(e) hereof (provided Buyer ------- --------------- --------------- did not waive cause the non-satisfaction of any conditions failure to Closing set forth in ARTICLE 8, Seller shall retain close by the Deposit as liquidated damagesDrop Dead Date, which remedy reasons shall include but not be the sole limited to Force Majeure and exclusive remedy available inability to Seller for Buyer’s failure obtain all surveys, title commitments and Phase I environmental surveys no fewer than fifteen (15) days prior to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(aClosing), Section 11.01(d)Sellers, Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller Holdings and Alltrista shall promptly return the Deposit to Buyer in immediately available funds Buyer. In the event Sellers, Holdings and Alltrista believe they are entitled to retain the Deposit pursuant to wire transfer instructions this Section, they shall provide Buyer with a written notice to be provided timely by Buyer to Seller that effect within three five (35) business days after of the event giving rise to such return obligationtermination of this Agreement or the Drop Dead Date, whichever is earlier. Buyer shall have fifteen (15) days from its receipt of such notice to send Sellers, Holdings and Seller Alltrista a Notice of Dispute. If a Notice of Dispute is sent pursuant to this Section, such dispute shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent be resolved pursuant to the obligations of Seller procedures set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s BreachArticle IX hereof. If Buyer elects no Notice of Dispute is sent pursuant to pursue specific performancethis Section, Buyer must pursue specific performance as its sole Sellers, Holdings and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer Alltrista shall be deemed entitled to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of retain the Deposit.

Deposit. Within three (a3) Concurrently with Business Days of the execution of this Agreement by Buyer and SellerAgreement, Buyer Purchaser shall deliver to Seller in immediately available funds deposit with First American Title Insurance Company at 000 X. Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000, Attention: Xxxxxxx Xxxx (the "ESCROW AGENT") a performance guarantee deposit in an the amount equal to Thirty Three Million Five of Two Hundred Fifty Thousand Dollars ($33,500,000.00250,000.00) (the “"DEPOSIT")(which shall be held pursuant to an escrow agreement (the "ESCROW AGREEMENT") of even date herewith among Seller, Purchaser and Escrow Agent) to be deposited and invested by Escrow Agent either in an interest bearing account at a bank or in a federally issued or insured interest bearing instrument. At the Closing, Escrow Agent shall release the Deposit”) in accordance with wire transfer instructions , plus all interest earned thereon, to Purchaser, as it directs, and the Purchase Price shall not be adjusted by such sum. If the Closing shall not occur by the Closing Date, for any reason or for no reason, then, except as provided by below, Seller shall have the right to Buyer. (b) Subject to the proviso set forth in Section 11.01, if terminate this Agreement is terminated by and Seller shall be entitled to receive and keep the Deposit plus all interest earned thereon as liquidated damages pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 87.02 for Purchaser's default, and, if applicable, Seller shall retain the Deposit be entitled such other remedies as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunderare provided in Section 7.03. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject As an exception to the proviso set forth in Section 11.01, preceding sentence if this Agreement is terminated (ia) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction Purchaser has performed all of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions its material obligations to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent performed prior to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 Closing hereunder and tendered the Purchase Price to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, Escrow Agent and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit have failed to Buyer within three (3) business days after its receipt close in breach of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer Seller is otherwise in material breach of this Agreement (including by reason of the failure of Seller's representations and warranties in Section 3.01 and Section 3.02 to be true and correct as of the Closing Date), then if Purchaser elects not to waive such defaults, Purchaser shall have the right right, by notice to pursue specific performance Seller, to terminate this Agreement and receive a refund of this Agreementthe Deposit plus all interest earned thereon and to exercise the remedies provided under Section 7.01, provided that Buyer must file an action for specific performance within twenty-one or (21b) days the condition of Seller’s Breach. If Buyer elects title to pursue specific performance, Buyer must pursue specific performance the Interest as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance the Closing Date is not filed within twenty-one (21) days of as set forth in Section 3.01.01 and Section 3.02.01, then if Purchaser elects not to waive such defect in title, Purchaser shall have the right, by notice to Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of , to terminate this Agreement and receive a refund of the Deposit plus all interest earned thereon and to exercise the remedies provided under Section 7.01, or (c) if the consents required under Section 5.02.06 have not been obtained by Buyerthe Closing Date, Buyer then Seller and Purchaser shall be deemed have the right, by notice to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of the other party, to terminate this Agreement and Purchaser shall be limited to the prompt return receive a refund of the DepositDeposit plus all interest earned thereon.

Deposit. (a) Concurrently Prior to 5:00 pm (New York City time) on October 16, 2009, Borrower shall deposit with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in Lender an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) 6,000,000.00 (the “Deposit”) in accordance with cash by wire transfer instructions provided of immediately available funds to the account specified on Schedule 1 attached hereto. Provided that each of the conditions set forth in Section 2.1 have been satisfied prior to the Outside Payoff Date (as the same may be extended pursuant to Section 1.3 hereof), the amount of the Deposit will be credited toward the Discounted Payoff Amount. If Borrower fails to satisfy each of the conditions set forth in Section 2.1 prior to the Outside Payoff Date (as the same may be extended pursuant to Section 1.3 hereof), then (i) Lender shall be entitled to retain a portion of the Deposit equal to $1,000,000 (as the same may be increased pursuant to Section 1.3 hereof, the “Liquidated Damages Payment”) as liquidated damages for Borrower’s breach of the terms of this Agreement, (ii) the remainder of the Deposit ($5,000,000) shall be applied by Seller Lender to Buyerthe Loans on the Outside Payment Date (as the same may be extended pursuant to Section 1.3 hereof) in the following order: first, to any accrued and unpaid interest on the Junior Mezz A Loan; second, to the outstanding principal amount of the Junior Mezz A Loan; third, to any accrued and unpaid interest on the Senior Mezz Loan; and fourth, to the outstanding principal amount of the Senior Mezz Loan, and (iii) the provisions of Section 2.3 hereof shall apply. In such event, Lender shall have no obligation to treat the Liquidated Damages Payment as a partial prepayment of the Loans and no portion of the Liquidated Damages Payment shall be applied to the principal amount of the Loans or any other amounts owed to Lender under the Loan Documents and/or the Junior A Mezzanine Loan Documents. THE PARTIES AGREE THAT LENDER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE BY BORROWER TO PAY THE DISCOUNTED PAYOFF AMOUNT IN ACCORDANCE WITH THE TERMS HEREOF WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE LIQUIDATED DAMAGES PAYMENT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT LENDER WOULD INCUR IN SUCH EVENT. (b) Subject to the proviso set forth in Notwithstanding Section 11.011.2(a), if this Agreement is terminated prior to 5:00 pm (New York City time) on October 30, 2009, Borrower informs Lender by Seller pursuant written notice that it has elected not to Section 11.01(bpay the Discounted Payoff Amount in accordance with the terms hereof, then Lender shall (i) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit Liquidated Damages Payment as liquidated damagesdamages hereunder and (ii) return the remainder of the Deposit to Borrower. In such event, which remedy (a) Lender’s agreement to accept the Discounted Payoff Amount shall be deemed terminated and of no further force or effect, (b) neither Borrower nor any other party shall be entitled to a discounted payoff of the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this AgreementLoans, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer (c) Lender shall have no further liability or obligation hereunder. Buyer to treat the Liquidated Damages Payment as a partial prepayment of the Loans and Seller acknowledge and agree that (i) Seller’s actual damages upon no portion of the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject Liquidated Damages Payment shall be applied to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant principal amount of the Loans or any other amounts owed to Section 11.01(c) Lender under the Loan Documents and/or the Junior A Mezzanine Loan Documents and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent the Loan Documents and the Junior Mezzanine A Loan Documents shall remain in full force and effect and continue to control the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to relationship between the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return parties. No portion of the Deposit in accordance with this Agreement, or Additional Deposit (iidefined below) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed refundable to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositBorrower after 5:00 pm (New York City time) on October 30, 2009.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), ) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer Seller and SellerBuyers, Buyer Prima shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Six Hundred Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00630,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to BuyerPrima. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to the Closing set forth in ARTICLE Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for any Buyer’s failure to perform its such Buyer’s obligations under this Agreement, . Seller and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and each Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer Prima pursuant to Section 11.01(c) and Buyer Prima does not waive the non-satisfaction of any conditions to the Closing set forth in ARTICLE Article 9 or (ii) by Buyer Prima or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), ) or Section 13.03(c), then Prima shall promptly provide Seller wire transfer instructions and Seller shall promptly return the Deposit to Buyer Prima in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer Seller and Seller Buyers shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if the Closing does not occur because Seller wrongfully fails to tender performance at the Closing or otherwise Breaches this Agreement in any respect prior to the Closing, and Buyer is Buyers are ready and otherwise able to close, at BuyerPrima’s sole election, either (i) Seller shall return the Deposit to Buyer Prima within three (3) business days after its receipt of BuyerPrima’s written demand for the return of the Deposit in accordance with this Agreement, in which event Seller shall have no further obligations to Buyers, or (ii) Buyer Prima shall have the right to pursue specific performance of this Agreement, provided that Buyer Prima must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer Prima elects to pursue specific performance, Buyer Prima must pursue specific performance as its Buyers’ sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer Prima is unsuccessful for any reason other than a Breach of this Agreement by Buyerreason, Buyer Buyers shall be deemed to have waived all legal and equitable remedies and its Buyers’ sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to has deposited by wire transfer in same day funds with Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars one million dollars ($33,500,000.001,000,000) (the “Deposit”). At Closing, if no Preferential Purchase Rights set forth on Schedule 7.10 have been exercised, or, if any such Preferential Purchase Rights have been exercised, if the transactions contemplated thereby have been consummated, then one hundred percent (100%) in accordance with wire transfer instructions provided of the amount of the Deposit shall be applied toward the Purchase Price at the Closing (without any interest earned thereon). At Closing, if a Preferential Purchase Right set forth on Schedule 7.10 has been exercised and the transactions contemplated thereby have not been consummated, then fifty percent (50%) of the amount of the Deposit shall be applied toward the Purchase Price at Closing (without any interest earned thereon) and the remaining fifty percent (50%) of the amount of the Deposit shall be retained by Seller to Buyeras security for the performance by Buyer of its obligations set forth in Section 5.4(b)(ii). (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that If (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller Buyer set forth in ARTICLE 8 Article X (other than those conditions that by their nature are to be satisfied at the Closing) have been metmet or waived by Buyer and (ii) Seller is entitled to terminate this Agreement pursuant to Section 14.1(e), then notwithstanding any provision then, in such event, Seller shall have the option to: (1) terminate this Section 2.02 Agreement and retain the Deposit as liquidated damages or (2) seek specific performance with respect to the contraryperformance by Buyer of its obligations hereunder and pursue all other remedies available to Seller at law or in equity. (c) If this Agreement is terminated by the mutual written agreement of Buyer and Seller, or if the Closing does not occur because for any reason other than the exercise by Seller wrongfully fails of its rights under Section 3.2(b) or 14.1(e), then Buyer shall be entitled to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit Deposit, without interest, free of any claims by Seller with respect thereto. (d) If Buyer fails to purchase the Pre-Closing Pref-Right Assets(s) as required by Section 5.4(b)(ii), then the Parties agree that, in accordance with this Agreementsuch event, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects damages are uncertain and speculative and the amount of the Deposit is calculated by reference to pursue specific performanceSeller’s anticipated damages and not established as a penalty, Buyer must pursue specific performance and that Seller shall be entitled, as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If with respect to such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement failure to perform by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach retain the portion of this Agreement shall be limited the Deposit not applied to the prompt return of the DepositPurchase Price pursuant to Section 3.2(a) at Closing, together with all interest earned thereon, as liquidated damages.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer Purchaser shall deliver pay to Seller in immediately available funds a performance guarantee deposit in the Escrow Agent an amount equal to Thirty Three Ten Million Five Hundred Thousand Dollars ($33,500,000.0010,000,000) (this amount, together with any earnings accrued thereon, the “Deposit”) in accordance with wire transfer instructions the terms of the Escrow Agreement. The Deposit shall be held by the Escrow Agent pursuant to the Escrow Agreement and shall be disbursed as provided by Seller to Buyertherein. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the The Parties’ rights and obligations set forth elsewhere herein. (d) If all conditions precedent with respect to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in Deposit shall be governed by this Section 2.02 Agreement. The Parties shall instruct the Escrow Agent to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of disburse the Deposit in accordance with this Agreementone of the following provisions, or whichever shall apply: (i) If the Closing occurs, then the amount of the Deposit shall be credited towards the Purchase Price and the Parties shall instruct the Escrow Agent to disburse the Deposit to Sellers; (ii) Buyer Except as set forth in Section 3.2(b)(iii) and 3.2(b)(iv), upon termination of this Agreement in accordance with Section 9.5, then within five (5) Business Days after such termination, the Parties shall instruct the Escrow Agent to return the Deposit to Purchaser; (iii) If the Agreement is terminated by Sellers pursuant to Section 9.5(c) then within five (5) Business Days after such termination, the Parties shall instruct the Escrow Agent to disburse the Deposit to Sellers; or (iv) If the condition set forth in Section 9.2(d) is not satisfied due to Purchaser’s election not to accept commitments, obligations, restrictions and conditions to the extent Purchaser is not obligated to do so under Section 8.7(d), Sellers may immediately terminate this Agreement by written notice to Purchaser and shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return retain 50% of the DepositDeposit and accordingly, within five (5) Business Days after such termination, the Parties shall instruct the Escrow Agent to disburse 50% of the Deposit to Sellers and Purchaser, respectively.

Deposit. (a) Concurrently with 30 As security for the execution correct fulfilment of this Agreement by Buyer and Seller, Buyer the Buyers shall deliver to Seller in immediately available funds lodge a performance guarantee deposit in an amount equal to Thirty Three Million of USD 500,000 (United States Dollars Five Hundred Thousand Dollars ($33,500,000.00Thousands only) (the “Deposit”) in accordance an Non-interest 31 bearing account for the Parties with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be Holder within three (3) Banking Days after the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that date that: 32 (i) Seller’s actual damages upon this Agreement has been signed by the event of such a termination are difficult to ascertain with any certainty, Parties and exchanged in original or by e-mail or 33 telefax; and 34 (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject Holder has confirmed in writing to the proviso set forth Parties that the account has been opened. 35 The “Purchase Confirmation Of Auction” has been signed by the Sellers, the Buyers and the Auctioneer. 36 The Deposit shall be released in Section 11.01accordance with joint written instructions of the Parties. 37 Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the 38 Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder 39 all necessary documentation to open and maintain the account without delay. 40 3. Payment 41 Buyers shall ensure that all of the balance 90% of the Purchase Price and all other funds required to be paid under this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller Sellers shall promptly return be lodged with the Deposit Holder under Escrow Agreement, at least two (2) Banking days prior to Buyer in immediately available funds pursuant the Vessel’s expected delivery date and shall instruct the Deposit Holder to wire transfer instructions confirm to be provided timely by Buyer to Seller within the Sellers receipt of funds. On delivery of the Vessel, but not later than three (3) business days Banking Days after the event giving rise to such return obligation. Buyer date that Notice of 42 Readiness has been given in accordance with Clause 5 (Time and Seller shall thereupon have the rights place of delivery and obligations set forth elsewhere herein.notices): 43 (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for and the return balance of the Purchase Price and all other sums payable shall be released to the Sellers; (i) The Deposit in accordance with this Agreementand the Balance of the Purchase Price and all other sums payable, or shall be released to the Sellers account within two(2) banking days, after the "Protocol of Delivery and Acceptance" have been signed by both Sellers and Buyers On delivery of the Vessel. 44 (ii) Buyer shall have the right to pursue specific performance balance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole the Purchase Price and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement sums payable on delivery by Buyer, Buyer shall be deemed the Buyers 45 to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of the Sellers under this Agreement shall be limited paid in full free of bank charges to the prompt return of the Deposit.46

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Fifty-Two Million Five Hundred Thousand Dollars ($33,500,000.0052,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction non‑satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), ) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently with 30 As security for the execution correct fulfilment of this Agreement by Buyer and Seller, Buyer the Buyers shall deliver to Seller in immediately available funds lodge a performance guarantee deposit in an amount equal to Thirty Three Million of USD 500,000 (United States Dollars Five Hundred Thousand Dollars ($33,500,000.00Thousands only) (the “Deposit”) in accordance an Non-interest 31 bearing account for the Parties with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be Holder within three (3) Banking Days after the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that date that: 32 (i) Seller’s actual damages upon this Agreement has been signed by the event of such a termination are difficult to ascertain with any certainty, Parties and exchanged in original or by e-mail or 33 telefax; and 34 (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject Holder has confirmed in writing to the proviso set forth Parties that the account has been opened. 35 The “Purchase Confirmation Of Auction” has been signed by the Sellers, the Buyers and the Auctioneer. 36 The Deposit shall be released in Section 11.01accordance with joint written instructions of the Parties. 37 Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the 38 Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder 39 all necessary documentation to open and maintain the account without delay. 40 3. Payment 41 Buyers shall ensure that all of the balance 90% of the Purchase Price and all other funds required to be paid under this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller Sellers shall promptly return be lodged with the Deposit Holder under Escrow Agreement, at least two (2) Banking days prior to Buyer in immediately available funds pursuant the Vessel’s expected delivery date and shall instruct the Deposit Holder to wire transfer instructions confirm to be provided timely by Buyer to Seller within the Sellers receipt of funds. On delivery of the Vessel, but not later than three (3) business days Banking Days after the event giving rise to such return obligation. Buyer date that Notice of 42 Readiness has been given in accordance with Clause 5 (Time and Seller shall thereupon have the rights place of delivery and obligations set forth elsewhere herein.notices): 43 (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for and the return balance of the Purchase Price and all other sums payable shall be released to the Sellers; and (i) The Deposit in accordance with this Agreementand the Balance of the Purchase Price and all other sums payable, or shall be released to the Sellers account within two(2) banking days, after the "Protocol of Delivery and Acceptance" have been signed by both Sellers and Buyers On delivery of the Vessel. 44 (ii) Buyer shall have the right to pursue specific performance balance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole the Purchase Price and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement sums payable on delivery by Buyer, Buyer shall be deemed the Buyers 45 to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of the Sellers under this Agreement shall be limited paid in full free of bank charges to the prompt return of the Deposit.46

Deposit. (a) Concurrently with Buyer shall, upon the execution of this Agreement by Buyer and Sellerboth ------- parties, Buyer shall deliver pay by means of a wire transfer to the account of Seller (pursuant to the same wire instructions set forth in immediately available funds a performance guarantee deposit in an amount equal to Thirty Section 8.3 for payment of the Purchase Price at Closing) the sum of Three Million Five Hundred Thousand Dollars ($33,500,000.003,000,000) (as a deposit to be credited towards the “Deposit”) in accordance with wire transfer instructions provided by Seller Purchase Price upon Closing. Such sum shall be refunded to Buyer., without interest, in the event of termination of this Agreement without Closing because of: (a) a Xxxx-Xxxxx-Xxxxxx ruling which is unsatisfactory in a material part to either party; (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s Seller's failure to perform close its obligations under this Agreementpurchase of the Xxxxx Xxxxxxxxx Gathering System on or before January 31, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty.1997; (c) Subject Seller's exercise of Seller's option to terminate this Agreement in the proviso set forth in event Purchase Price adjustments under Section 11.012.2(b)(iii) exceed $5,000,000; (d) Seller or Buyer, pursuant to Section 6.2(e), elects to terminate because Defective Interests exceed 25% of the Purchase Price; (e) Buyer exercises its right not to Close pursuant to Section 8.2, except for Section 8.2(f), which such subsection, if this Agreement is terminated (i) being the basis for Buyer not to Close pursuant to Section 8.2, shall not preclude Seller from retaining the deposit made by Buyer pursuant to Section 11.01(cthis provision; or (f) and Buyer does not waive the non-satisfaction of any conditions Seller exercises its right to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller terminate this Agreement pursuant to Section 11.01(a)15.6(d) because the sum of all Purchase Price Adjustments of any kind, Section 11.01(d)any nature, Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after exceeded 25%. In the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return timely close the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful transaction contemplated herein for any reason other than those listed immediately above, then Seller shall retain such $3,000,000 sum as liquidated damages (and not as a Breach of this Agreement by penalty) for all losses or claims Seller may have against Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently Simultaneously with the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in immediately available funds Purchaser is depositing as a performance guarantee good faith deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) 3.75 million (the “"Deposit”") with CoreStates Bank, N.A. (the "Deposit Escrow Agent"), to be held, invested and disbursed pursuant to the terms of the Deposit Escrow Agreement substantially in the form of EXHIBIT C attached hereto (the "Deposit Escrow Agreement"). If the Closing occurs, then the Deposit and all earnings on the Deposit shall be paid to Sellers pursuant to the Deposit Escrow Agreement and the full amount of the Deposit and the earnings thereon shall be credited against and deducted from the Purchase Price to be paid at the Closing by Purchaser for the Assets. If Sellers terminate this Agreement in accordance with wire transfer instructions provided by Seller the provisions of Section 15.02(d), at the time of such termination Sellers are not then in breach of any of their representations, warranties, covenants or agreements to Buyer. (b) Subject such an extent that Sellers' breaches, in the aggregate, would reasonably be expected to have a Material Adverse Effect and the proviso conditions set forth in Section 11.01Sections 10.04 (only FCC and Xxxx-Xxxxx-Xxxxxx Act consents), if 10.06, (provided that the applicable period shall be from August 31, 1996 through the date of termination of this Agreement is terminated by Seller pursuant Agreement), 10.09 and 10.10 shall have been satisfied, then Sellers shall be entitled to Section 11.01(b(i) and Seller does not waive the non-satisfaction $1,500,000 of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages (the "Liquidated Damages Amount") without the necessity for proof by Sellers of actual damages, which remedy shall be Liquidated Damages Amount the parties agree is a fair and reasonable measure of the damages that Sellers would sustain as a result of such termination, and (ii) up to an additional $2,250,000 from Purchaser and Xxxxxx (in the aggregate) upon proof by Sellers of actual damages greater than the Liquidated Damages Amount. Notwithstanding anything else set forth in this Section 5.02, Sellers' sole and exclusive remedy available to Seller recourse for Buyer’s failure to perform its Purchaser's or Xxxxxx'x breach of their representations or obligations under this Agreement prior to Closing shall only be to receive an amount up to $3.75 million. In any other case if the Closing does not occur, then, pursuant to the Deposit Escrow Agreement, and Seller expressly waives any the Deposit and all other remediesearnings thereon shall be paid to Purchaser. All determinations of breach and satisfaction of conditions shall be made, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) all payments by the Deposit is a reasonable estimate of such actual damagesEscrow Agent shall be made, in accordance with the procedures and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso other provisions set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinEscrow Agreement. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer Xxxxx and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.005 percent of the Purchase Price) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer Xxxxx and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. Provided, however, that if this Agreement is terminated by Seller pursuant to Section 11.01(b) pursuant to Section 8.03, and the threatened or pending suit, action or other proceeding described therein was not threatened or initiated by Buyer, Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE Article 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), ) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer Xxxxx is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.three

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and SellerSellers, Buyer shall deliver to Seller in immediately available funds Sellers a performance guarantee deposit in an the amount equal to Thirty Three Million Five Hundred Thousand Dollars (of $33,500,000.00) 3,050,000 (the “Deposit”) in accordance with ). The Deposit shall be delivered by Buyer to Sellers by wire transfer instructions provided of immediately available funds to the account set forth on Schedule 3.5. The Deposit shall be held by Seller Sellers in trust subject to Buyerthe terms of this Section 3.3. (b) Subject If the Closing occurs, then the Deposit shall be retained by Sellers and the Deposit shall be credited to Buyer’s payment of the Purchase Price. (c) If each of the following occurs, (i) Sellers terminate this Agreement pursuant to Section 9.1(c)(i) or Section 9.1(c)(ii), (ii) Buyer has knowingly taken any action or knowingly omitted to take any action where such action or failure resulted in the breach or omission in any material respect of any of Buyer’s representations or warranties set forth herein or any covenants of Buyer hereunder which are to be performed or observed at or prior to the proviso Closing (including Buyer’s failure to consummate the transactions contemplated by this Agreement upon satisfaction of the conditions set forth in Section 11.017.2) and (iii) as of the date of such termination, if Sellers have not breached in any material respect any representation or warranty set forth herein or any covenant of Sellers which is to be performed or observed at or prior to the Closing (including Sellers failure to consummate the transactions contemplated by this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-upon satisfaction of any the conditions to Closing set forth in ARTICLE 8Section 7.3), Seller then Sellers shall be entitled to retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller Sellers for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of consummate the transactions contemplated by this Agreement or any breach or failure of any representation, warranty or refusal to close and covenant of Buyer shall have no further liability or obligation hereundercontained herein. Buyer and Seller Sellers acknowledge and agree that (ix) Seller’s Sellers’ actual damages Damages upon the event of such a termination are difficult to ascertain with any certainty, (iiy) the Deposit is a reasonable estimate by the Parties of such actual damages, Damages and (iiiz) such liquidated damages do not constitute a penalty. (cd) Subject If this Agreement is terminated in accordance with Section 9.1 and Sellers are not entitled to retain the Deposit pursuant to the proviso terms set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c3.3(c), then Seller Sellers shall promptly return the Deposit to Buyer in via wire transfer of immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. account(s) as Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinnominates in writing. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. Within five (a5) Concurrently with business days of the execution of this Agreement by Buyer and Sellerall parties hereto, the Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five with William B. Ife, Esq. of Berkmxx Xxxxxx Peterson, Peddx, X.X. (xxx "Escrow Agent") One Hundred Fifty Thousand ($150,000) Dollars ($33,500,000.00the "Deposit") (the “Deposit”) to be held in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if herewith. If this Agreement is terminated by Seller one or more Shareholders pursuant to Section 11.01(b11.1(a) and Seller does not waive or because one or more of the non-satisfaction of any conditions to Closing set forth in ARTICLE 8Section 8.2 and 8.3 is not satisfied as a result of Buyer's failure to comply with its obligations hereunder, Seller then the Escrow Agent shall retain deliver the Deposit to the Seller and the Deposit shall become non-refundable. Notwithstanding anything herein to the contrary, the Deposit shall count toward the "break-up fee" referred to in Section 11.2(b)(i). (a) Escrow Agent may hold the Escrow Deposit in an interest bearing account with Savings Bank, Garden City, New York, or such other account or bank as may be determined by the Escrow Agent, for the benefit of the parties. The interest shall be paid to the party entitled to the Escrow Deposit and the party receiving the interest shall pay any income taxes thereon, if any. (i) Escrow Agent shall either: (A) apply the Escrow Deposit at the Closing in escrow pursuant to the terms of this Section or, (B) deliver the Escrow Deposit to Seller as liquidated damagesdamages under Section 11.2(b) herein upon receipt of written demand therefore, which remedy shall be stating that Buyer has defaulted in the sole and exclusive remedy available to Seller for Buyer’s failure to perform performance of its obligations under this Agreement, Contract and Seller expressly waives any the facts and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of circumstances underlying such a termination are difficult to ascertain with any certainty, default. (ii) Escrow Agent shall have the right at any time to terminate Escrow Agent's duties by depositing the Escrow Deposit is a reasonable estimate and the interest thereon with the Clerk of such actual damagesthe Supreme Court, Nassau County and notify Seller and Buyer of said deposit. (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth Buyer agrees that Escrow Agent may represent Seller in Section 11.01, if any action arising out of this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligationContract. Buyer acknowledges and Seller shall thereupon have agrees that Escrow Agent also represents the rights Company and obligations set forth elsewhere further agrees to waive any conflicts of interest herein. (div) If all conditions precedent to It is agreed that the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return duties of the Deposit Escrow Agent are only as herein specifically provided in accordance with this Agreement, are purely ministerial in nature, and that the Escrow Agent shall be acting solely as a stakeholder without compensation as to the Escrow Deposit at the request and convenience of the parties, and that Escrow Agent shall incur no liability whatsoever except for willful misconduct or (ii) gross negligence. Company, Seller and Buyer shall have the right hereby indemnify and agree to pursue specific performance of this Agreementhold Escrow Agent harmless from and against any and all losses, provided that Buyer must file damages, costs or expenses including legal fees which Escrow Agent may incur in defending against an action for specific performance within twenty-by one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Depositparties alleging misconduct by the Escrow Agent which results in a determination in favor of Escrow Agent (including all appellate actions).

Deposit. (a) Concurrently Contemporaneous with the its execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in immediately available funds a performance guarantee is making an xxxxxxx money deposit with Acquiom Clearinghouse LLC (the “Escrow Agent”) in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00500,000) (the “Deposit”) ), by wire transfer of immediately available funds for deposit into an escrow account, in accordance with wire transfer instructions provided the terms of an escrow agreement, which shall be in a form reasonably acceptable to Seller and Buyer. The Deposit shall not be subject to any Lien, attachment, trustee process, or any other judicial process of any creditor of Seller or Buyer and, if the Closing occurs, shall be applied against payment of the Consideration on the Closing Date. The Deposit shall be released by the Escrow Agent and delivered to either (x) Buyer or (y) Seller, as follows: (i) If this Agreement has been terminated (A) by Seller pursuant to BuyerSection 11.2(d), (B) by Seller pursuant to Section 11.2(e) in any circumstance where Buyer is not entitled to terminate pursuant to Section 11.2(e) because the failure of the Closing to occur results from the material breach by Buyer of its obligations under this Agreement required to be performed by it at or prior to the Closing or (C) by Buyer pursuant to Sections 11.2(b) or 11.2(c), in each case, in circumstances where Seller would be entitled to terminate this Agreement pursuant to Sections 11.2(d) or 11.2(e) and Seller provided prior written notice to Buyer of such claimed right, then Seller shall be entitled to retain the Deposit together with all received investment income, if any. (ii) If this Agreement has been terminated by either party, other than as contemplated by Section 4.2(a)(i), then the Deposit, together with all received investment income, if any, shall be returned to Buyer within five (5) Business Days after such termination. (b) Subject The parties agree that Seller’s right to retain the proviso Deposit, as set forth in Section 11.014.2(a)(i), if is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Seller for its efforts and resources expended and the opportunities foregone while negotiating this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive in reliance on this Agreement and on the non-satisfaction expectation of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damagesconsummation of the transactions contemplated hereby, which remedy shall amount would otherwise be the sole and exclusive remedy available impossible to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain calculate with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltyprecision. (c) Subject to If the proviso set forth in Section 11.01Closing occurs, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to shall be provided timely by Buyer transferred to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return partial payment of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositConsideration.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller(or on the first Business Day following the execution of this Agreement if the date of execution is not a Business Day), Buyer shall deliver to Seller in has deposited by wire transfer of immediately available funds into escrow with Seller a performance guarantee deposit in an amount sum equal to Thirty Three Million Five Hundred Thousand Dollars seven and one-half percent ($33,500,000.007.5%) of the Purchase Price (the “Deposit”) in accordance with wire transfer instructions provided ). The Deposit shall be held by Seller pursuant to Buyerthe terms of this Agreement. (b) Subject to If Closing occurs, the proviso set forth in Section 11.01Deposit (together with any interest accruing thereon for the period, if any, from and including the date Seller receives the Deposit to and excluding the Closing Date) shall be applied toward the Purchase Price at the Closing. (c) If this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 811.1(c), Seller shall be entitled to retain the Deposit (together with all accrued interest) as liquidated damages, which remedy . Seller’s retention of the Deposit shall be the sole and exclusive remedy available to of Seller for Buyer’s failure to perform any breach by Buyer of its obligations under this AgreementAgreement in the event of a termination pursuant to Section 11.1(c). The provision for payment of liquidated damages in this Section has been included because, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach in the event of a termination of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a11.1(c), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions actual damages to be provided timely incurred by Buyer Seller can reasonably be expected to Seller within three (3) business days after approximate the event giving rise amount of liquidated damages called for herein and because the actual amount of such damages would be difficult if not impossible to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinmeasure accurately. (d) If all conditions precedent to the obligations of Seller this Agreement is terminated for a reason other than as set forth in ARTICLE 8 have been metSection 2.8(c), then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return deliver to Buyer the Deposit to Buyer within three (3with all accrued interest) business days after its receipt not later than two Business Days following such termination, free of Buyer’s written demand for the return of the Deposit in accordance any claims by Seller with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Depositrespect thereto.

Deposit. (a) Concurrently with Upon the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an aggregate amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) 250,000 in cash into the Escrow Account (the “Deposit”). The Deposit shall be released and delivered (together with all accrued investment income thereon) by the Escrow Agent to either Buyer or Sellers, as applicable, as follows, in each case in accordance with wire transfer instructions provided by Seller the Escrow Agreement: (a) if the Closing shall occur, the Deposit (as a credit against the Purchase Price) shall remain in the Escrow Account subject to Buyer. Section 3.6 3.3(b) herein; (ii) (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller Sellers pursuant to Section 11.01(b) and Seller does not waive 8.1(f), the non-satisfaction of any conditions to Closing set forth in ARTICLE 8Deposit, Seller shall retain the Deposit as liquidated damagestogether with all accrued investment income thereon, which remedy shall be the sole and exclusive remedy available released to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that Sellers within five (i5) Seller’s actual damages upon the event Business Days of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and termination; or (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated for any reason (other than a termination pursuant to Section 8.1(f)), the Deposit, together with all accrued investment income thereon, shall be returned to Buyer within five (5) Business Days of such termination. (b) If the Closing shall occur, the Deposit shall be held in the Escrow Account for a period up to fourteen (14) days commencing on the Closing Date (the “Deposit Period”). (i) by During the Deposit Period, Buyer pursuant shall make commercially reasonable efforts to Section 11.01(c) locate all vehicles and Buyer does not waive the non-satisfaction of any conditions to Closing equipment set forth in ARTICLE 9 or on Schedule 3.3(b)(i) (the “Holdback Equipment”), and Seller shall be permitted to make efforts to locate such Holdback Equipment as well. Further, Sellers shall make good faith efforts to have all Holdback Equipment not delivered to Buyer at Closing delivered to Buyer. The Parties have agreed on the value (the “Holdback Value”) of each item of the Holdback Equipment, as set forth on Schedule 3.3(b)(i). (ii) Upon the expiration of the Deposit Period, Buyer shall promptly deliver a status report to Sellers indicating (A) the missing Holdback Equipment, if any, and (B) if the number of Drivers hired or contracted by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return during the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely Period is less than 211 Drivers, the difference between 211 and the number of Drivers hired or contracted by Buyer during the Deposit Period (such difference referred to Seller within three (3) business days after herein as the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein“Driver Deficiency”). (diii) If all conditions precedent Upon delivery of such status report, the following amount shall be released to Buyer from the obligations Deposit: the lesser of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to (A) the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to ClosingDeposit, and Buyer is ready (B) the Holdback Value of the missing Holdback Equipment plus the product of $5,000 and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return Driver Deficiency. Any remaining amount of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If Escrow Account after such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer disbursements shall be deemed promptly released to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositSellers.

Deposit. (a) Concurrently Contemporaneously with the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver has paid to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Five States the sum of Five Million Five Hundred Thousand Dollars ($33,500,000.005,000,000) (the “"Deposit”) "). Five States shall hold the deposit in a segregated account until Closing or termination of this Agreement. If Seller does not receive the Deposit by the end of business on February 16, 2007, Seller may terminate this agreement. In the event the transaction contemplated hereby is consummated in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject the terms hereof, the Deposit shall be applied to the proviso set forth Purchase Price to be paid by Buyer at the Closing. In the event the transaction contemplated hereby fails to close on the Closing Date, as defined in Section 11.017.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction as a result of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s a material breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. by the Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon in the event absence of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach material breach of this Agreement by BuyerSeller, Buyer Five States shall be deemed to have waived all legal and equitable remedies and its distribute the Deposit among the Sellers as their sole remedy for Seller’s Breach of this such default. If the transaction contemplated hereby otherwise fails to close, the Deposit and the additional sums described in the Letter Agreement shall be limited returned to Buyer . The Deposit shall not bear interest, and if the prompt return same is paid to Buyer or if Buyer receives credit for same against the Purchase Price paid at Closing, such payment, or credit, shall be in the amount of the DepositDeposit and shall not include any additional amounts. 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. Within two (a2) Concurrently with business days of the execution of this Agreement by Buyer and SellerSellers of an original or an originally executed counterpart of this Agreement, Buyer shall deliver deposit with Escrow Holder, in cash, by certified or bank cashier’s check made payable to Seller in immediately available Escrow Holder, or by a confirmed wire transfer of funds a performance guarantee deposit in an amount equal (hereinafter referred to Thirty as “Immediately Available Funds”), the sum of Two Million Three Million Hundred Seventy Five Hundred Thousand and no/100 Dollars ($33,500,000.002,375,000.00) (the “Initial Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. ). Within two (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (32) business days after the event giving rise expiration of the Contingency Period (as defined in Section 6 below), Buyer shall deposit with Escrow Holder, in cash, by certified or bank cashier’s check made payable to such return obligationEscrow Holder, or by Immediately Available Funds, the additional sum of Two Million Three Hundred Seventy Five Thousand and no/100 Dollars ($2,375,000.00) (the “Additional Deposit”). Buyer The Initial Deposit and Seller the Additional Deposit are collectively referred to herein as the “Deposit”. Escrow Holder shall thereupon have place the rights Deposit in an interest-bearing account with a financial institution acceptable to Sellers and obligations set forth elsewhere herein. (d) If Buyer, and all conditions precedent interest shall accrue to Buyer’s account. The Deposit and the interest accrued thereon shall be applicable to the obligations Purchase Price from and after the expiration of Seller set forth the “Contingency Period” (as defined in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 6(a) below) unless (a) the Escrow fails to close as a result of Sellers’ failure to convey the Properties pursuant to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches terms of this Agreement in any respect prior to Closing, and Buyer is ready and or (b) this Agreement otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand expressly provides for the return of any or all of the Deposit in accordance with to Buyer. In the event of Buyer’s failure to close the Escrow due to a default by Buyer under this Agreement, or (ii) Buyer shall have unless such failure is caused by Sellers’ failure to convey the right Properties pursuant to pursue specific performance the terms of this Agreement, the Deposit shall constitute “Liquidated Damages” as provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole in and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited subject to the prompt return provisions of the DepositSection 15 below.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Ten Million Five Hundred Thousand Dollars ($33,500,000.0010,000,000) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE Article 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE Article 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), ) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of determination that the Deposit in accordance with this AgreementClosing will not occur, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) 21 days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) 21 days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Fifteen Million Three Million Five Hundred Ten Thousand One Hundred Eighty-Four and 61/100 Dollars ($33,500,000.0015,310,184.61) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject If all conditions precedent to the proviso obligations of Buyer set forth in Section 11.01, if Article 9 have been met and the transactions contemplated by this Agreement is terminated by are not consummated on or before the Closing Date because of the failure of Buyer to perform any of its material obligations hereunder, then in such event Seller pursuant shall, unless Seller elects to Section 11.01(b) and Seller does not waive the non-satisfaction such failure of any conditions to Closing set forth performance, terminate this Agreement, in ARTICLE 8, which case Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if If this Agreement is terminated (i) by the mutual written agreement of Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 Seller, or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), the provisions of Article 11 (subject to the limitations in Article 11) or Section 13.03(c)if the Closing does not occur on or before the Closing Date for any reason other than Buyer’s failure to perform its material obligations hereunder, then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches breaches this Agreement in any material respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business 15 days after its receipt of Buyer’s written demand for the return of determination that the Deposit in accordance with this AgreementClosing will not occur, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) 21 days of Seller’s Breachbreach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) 21 days of Seller’s Breach breach or if Buyer is unsuccessful for any reason other than a Breach material breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach breach of this Agreement shall be limited to the prompt return of the Deposit. (e) If the transactions contemplated by this Agreement are consummated, the Deposit shall be returned by Seller to Buyer in connection with the Closing, and the amount payable by Buyer at the Closing shall not be reduced by the amount of the Deposit.

Deposit. Within three (a3) Concurrently with Business Days after the execution of this Agreement by Buyer and Seller, Buyer Effective Date Purchaser shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred the sum of Fifty Thousand Dollars ($33,500,000.0050,000.00) (the “Deposit”"DEPOSIT") with Equity Title Company ("TITLE COMPANY") to be held in accordance with wire transfer instructions provided escrow in a money market type bank account pursuant to an Escrow Agreement to be prepared by Seller to Buyer. (b) Subject to the proviso Title Company and entered into by and among Seller, Purchaser and Title Company upon opening of Escrow as set forth in Section 11.01, if this Agreement is terminated by Seller pursuant below. Purchaser shall be entitled to Section 11.01(b) and Seller does not waive the non-satisfaction a refund of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that interest accrued on the Deposit: (i) Seller’s actual damages upon if, by the event end of such a termination are difficult the expiration of the Inspection Period, as hereinafter defined, Purchaser elects, for any reason, not to ascertain with any certaintyproceed to purchase the Property, (ii) if, after the Deposit Inspection Period, Seller is a reasonable estimate unable to convey to Purchaser fee simple title to the Property, subject only to the Permitted Exceptions, as defined in Paragraph 8 of such actual damagesthis Agreement, and or (iii) such liquidated damages do not constitute a penalty. if Seller fails to consummate the Closing for any reason other than for Purchaser's default under this Agreement. In the event that Purchaser gives notice of its election to proceed at the end of the Inspection Period, the Deposit shall be non-refundable except upon the occurrence of any of the following: (cw) if any event shall have occurred which causes any of the representations or warranties set forth in Paragraph 13 of this Agreement to be materially untrue or incorrect prior to the Closing, (x) if, after the Inspection Period, Seller is unable to convey to Purchaser fee simple title to the Property, subject only to the Permitted Exceptions, as defined in Paragraph 8 of this Agreement, or (y) if Seller fails to consummate the Closing for any reason other than for Purchaser's default under this Agreement. 25285.003 In the event Purchaser consummates the transaction contemplated hereby, the Deposit and all interest accrued on the Deposit shall be applied to the Purchase Price. Subject to the proviso terms and conditions set forth in Section 11.01Paragraph 9, if this Agreement is terminated (i) by Buyer in the event Purchaser fails to consummate the transaction contemplated hereby through no fault of Seller, the Deposit, plus the accrued interest, shall, as Seller's sole and exclusive remedy, be forfeited to Seller as liquidated damages. Any and all sums deposited pursuant to Section 11.01(cthis Paragraph shall be applied or refunded as provided herein. The purchase and sale of the Property shall be consummated through an escrow (the "ESCROW") and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller established with Title Company. The Escrow shall be opened within three (3) business days after Business Days following the event giving rise Effective Date by delivery to Title Company of: (i) from either Seller or Purchaser, a copy of this Agreement executed by Seller and Purchaser, and (ii) from Purchaser, the Deposit Seller and Purchaser agree to execute and deliver to Title Company such return obligationadditional and supplemental instructions as Title Company may reasonably require to clarify Title Company's duties under this Agreement or the Escrow Agreement. Buyer Absent a clear written expression signed by Seller and Purchaser that Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent Purchaser intend to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any change a provision in this Section 2.02 to the contraryAgreement, if Closing does not occur because Seller wrongfully fails to tender performance at Closing a conflict or otherwise Breaches inconsistency exists between this Agreement in and the Escrow Agreement or any respect prior additional or supplemental instructions delivered to ClosingTitle Company, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach terms of this Agreement shall be limited to the prompt return of the Depositprevail.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) 6,850,000.00 (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE Article 8, , Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) [which election to terminate by Buyer shall not be abrogated due merely to Seller having previously terminated this Agreement pursuant to Section 11.01(b); provided Buyer is otherwise entitled to assert such right to terminate this Agreement] and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 Article 9, (ii) by Buyer pursuant to Section 11.01(g), or (iiiii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c13.03(b), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligationobligation pursuant to wire transfer instructions to be provided timely by Buyer to Seller. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE Article 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to ClosingClosing so as to cause Closing not to occur, and Buyer is ready and otherwise able to close, Buyer shall have the right at Buyer’s its sole election, to either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of determination that the Closing will not occur, have the Deposit in accordance with this Agreement, paid to Buyer and Seller shall pay Buyer an additional amount equal to the Deposit as liquidated damages or (ii) Buyer shall have the right to pursue specific performance of this AgreementAgreement and will not be required to post a bond in connection therewith, provided that Buyer must file an action for specific performance within twenty-one (21) 30 days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) 30 days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by BuyerBreach, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement that caused Closing not to occur shall be limited to the prompt return of the Deposit, the liquidated damages described above in this subsection (d), and the termination of this Agreement. Buyer and Seller acknowledge and agree that if Closing does not occur as a consequence of Seller’s Breach of this Agreement, (i) Buyer’s actual damages upon the event of a termination are difficult to ascertain with any certainty, (ii) an amount equal to the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty.

Deposit. (a) Concurrently with the execution As required in Paragraph 2.a., of this Agreement by Buyer and SellerAgreement, on the FINAL EXECUTION DATE, Buyer shall deliver deposit with Lawyers Title Insurance Corporation, a Virginia corporation (heretofore and hereafter called "Escrow Agent") a good faith deposit (heretofore and hereinafter referred to Seller as the "Deposit") in immediately available funds a performance guarantee deposit in an the amount equal to Thirty Three Million Five of Six Hundred Thousand and No/100 Dollars ($33,500,000.00) (600,000.00). By its acceptance of the “Deposit”) Deposit as indicated by its joinder in this Agreement, Escrow Agent hereby agrees to hold the Deposit in accordance with wire transfer instructions provided by Seller the following instructions, to Buyer.wit: (b) Subject to a. If the proviso set forth sale and purchase contemplated in Section 11.01, if this Agreement is terminated closed in accordance with the terms hereof, the Deposit shall be transmitted to Seller to be applied by Seller pursuant to Section 11.01(b) and Seller does not waive as a credit against the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by total Purchase Price due from Buyer to Seller within three (3) business days after at closing pursuant to Paragraph 2., of this Agreement; b. If Buyer fails or refuses to close the event giving rise to such return obligation. Buyer purchase and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit sale in accordance with this Agreement, or otherwise fails to comply with any of the obligations, covenants, warranties or agreements and such failure is not cured within ten (10) days after notice as provided in Paragraph 9, the Deposit shall be immediately transmitted by Escrow Agent to Seller to be Seller's absolutely in accordance with Paragraph 9.a., above; c. In the event of either (i) Seller's inability to deliver good and marketable title to the Property (or any of them) in accordance with this Agreement (unless expressly waived in writing by Buyer), or (ii) issuance and receipt of the Termination Notice as described in Paragraph 6., Escrow Agent shall immediately return that portion of the Deposit relating to that Property(ies) to Buyer upon Buyer's written request therefor and the Agreement shall have thereupon be deemed null, void and of no further force and effect (except for indemnification provision of Paragraph 6.a., and 14). For the right to pursue specific performance purposes of this Agreementallocating the Deposit, provided that Buyer must file an action for specific performance within twenty-one (21) days the sum of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer $100,000.00 shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return allocated toward each of the Deposit.six (6)

Deposit. (a) Concurrently As a good faith deposit against the Purchase Price, the Buyer is delivering to Greexxxxx Xxxurig, counsel to the Sellers, concurrently with the execution and delivery of this Agreement, the sum of $250,000 (the "Deposit"), which shall be held by such attorneys in a segregated interest bearing escrow account pending application or disbursement thereof in accordance with this Agreement and pursuant to the Order. At the time of the Closing, the amount of the Deposit and interest earned thereon shall be applied in partial payment of the Purchase Price. In the event that this Agreement shall be terminated by the Sellers pursuant to Article XIII due to a breach of this Agreement by Buyer then the Deposit and Sellerinterest earned thereon shall be retained by the Sellers as damages in respect of the Buyer's default and Sellers specifically reserve the right to sue xxx damages and for specific performance as provided in Section 13.2(b). Upon any other termination of this Agreement, the Deposit and all interest earned thereon shall be promptly returned to the Buyer, and if Buyer has terminated this Agreement pursuant to Article XIII due to a breach of this Agreement by Sellers, Buyer shall deliver specifically reserves the right to Seller sue xxx damages and for specific performance as provided in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to BuyerSection 13.2(a). (b) Subject In order to induce the proviso set forth Sellers' counsel to act as escrow holder (in Section 11.01such capacity, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8"Deposit Escrow Agent"), Seller shall retain the parties hereby confirm that the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that Escrow Agent (i) Seller’s actual damages upon shall not incur any liability for any action taken by it hereunder, except to the event of such a termination are difficult to ascertain with any certaintyextent that the same constitutes gross negligence or willful misconduct by the Deposit Escrow Agent, (ii) shall be entitled to rely upon and assume to be accurate all notices and advice given to the Deposit Escrow Agent hereunder (absent specific knowledge to the contrary) and to rely upon any document and/or signature believed by it in good faith to be to be genuine and rendered by an authorized representative of the subject person, (iii) may, notwithstanding its status as Deposit Escrow Agent, act as counsel for the Sellers, without any claims of conflict of interest by reason thereof, (iv) may resign at any time, provided that such resignation shall not become effective until a substitute escrow agent is a reasonable estimate appointed by mutual agreement of such actual damagesthe Sellers and the Buyer, and the Deposit Escrow Agent has delivered to its successor all funds then held in escrow hereunder, and (iiiv) such liquidated damages do not constitute a penalty. (c) Subject to may, in the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction event of any conditions to Closing set forth dispute hereunder, deposit any and all funds held in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return escrow hereunder into the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to Court pending resolution of such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closingdispute, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the thereby be relieved of its obligations as Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositEscrow Agent hereunder.

Deposit. (a) Concurrently Simultaneously with the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in immediately available funds Purchaser is depositing as a performance guarantee good faith deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) 2.70 million (the “"Deposit”") with CoreStates Bank, N.A. (the "Deposit Escrow Agent"), to be held, invested and disbursed pursuant to the terms of the Deposit Escrow Agreement in the form of EXHIBIT C attached hereto (the "Deposit Escrow Agreement"). If the Closing occurs, then the Deposit and all earnings on the Deposit shall be paid to Purchaser pursuant to the Deposit Escrow Agreement. If Seller terminates this Agreement in accordance with wire transfer instructions provided by the provisions of Section 15.02(d), at the time of such termination Seller to Buyer. (b) Subject to the proviso is not then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement to such an extent that Seller's breaches, in the aggregate, have caused or would reasonably be expected to cause Purchaser to suffer a Material Loss (as defined in Section 11.0110.01) or otherwise result in a Material Adverse Effect (as defined in Section 10.01) and the conditions set forth in Sections 10.05 and 10.08 would have been satisfied had Closing occurred on the date Seller terminates this Agreement, then Seller shall be entitled to the Deposit plus all earnings thereon as liquidated damages (the "Liquidated Damages Amount"), which Liquidated Damages Amount the parties agree is a fair and reasonable measure of the damages that Seller would sustain as a result of such termination. Notwithstanding anything else set forth in this Section 5.02, if this Agreement is terminated before Closing has occurred, then Seller's sole and exclusive recourse against Purchaser, Dobson Communications Corxxxxxxon ("DCC"), as guarantor, or any of their subsidiaries or affiliates for any breach by Purchaser and/or DCC of their representations or obligations hereunder (including in the event Seller terminates this Agreement in accordance with the provisions of Section 15.02(d)) shall be to receive the Liquidated Damages Amount. In any other case if the Closing does not occur, then, pursuant to Section 11.01(b) the Deposit Escrow Agreement, the Deposit and Seller does not waive all earnings thereon shall be paid to Purchaser. All payments by the non-satisfaction of any conditions to Closing Deposit Escrow Agent shall be made in accordance with the procedures and other provisions set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Escrow Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently Purchaser has made an xxxxxxx money deposit with KCC, LLC (the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller “Escrow Agent”) in immediately available funds a performance guarantee deposit in an the amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) 10% of the Cash Payment (the “Deposit”) ), by wire transfer of immediately available funds for deposit into a separate, segregated, interest bearing escrow account maintained by the Escrow Agent in accordance with wire transfer instructions provided by the Bidding Procedures Order. The Deposit shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any Seller to Buyeror Purchaser and shall be applied against payment of the Purchase Price on the Closing Date. (b) Subject to the proviso set forth in Section 11.01, if If this Agreement is has been terminated by Seller Sellers pursuant to Section 11.01(b8.1(d) and Seller does not waive the non-satisfaction of any conditions or Section 8.1(f) (or by Purchaser pursuant to Closing set forth Section 8.1(b) or Section 8.1(c), in ARTICLE 8each case in circumstances where Sellers would be entitled to terminate this Agreement pursuant to Section 8.1(d) or Section 8.1(f)), Seller then Sellers shall retain the Deposit as liquidated damagestogether with all received investment income accruing thereon, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreementif any; provided that, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon in the event of such a termination are difficult as contemplated pursuant to ascertain with any certaintythis Section 2.2(b), (ii) the amount of the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltyany received investment income accruing thereon shall reduce the amount that would otherwise be recoverable by Sellers pursuant to Section 8.2. (c) Subject to the proviso set forth in Section 11.01, if If this Agreement is has been terminated (i) by Buyer pursuant to any Party, other than as contemplated by Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c2.2(b), then Seller the Deposit, together with all received investment income, if any, shall promptly return the Deposit be returned to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller Purchaser within three (3) business days five Business Days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereintermination. (d) If all conditions precedent The Parties agree that Sellers’ right to retain the obligations of Seller Deposit, as set forth in ARTICLE 8 have been metSection 2.2(b), then notwithstanding any provision is not a 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 Section 2.02 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 contrary, if Closing does not occur because Seller wrongfully fails Escrow Agent directing the Escrow Agent to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt transfer by wire transfer of Buyer’s written demand for the return immediately available funds 100% of the Deposit in accordance (together with this Agreementany and all investment interest thereon, or (iiif any) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21such account(s) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement may be designated by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositSellers.

Deposit. (a) Concurrently with Vendor acknowledges receipt from Purchaser, on the date of execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in immediately available funds of a performance guarantee cash deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars forty-five million dollars (CAD $33,500,000.0045,000,000) (the “Deposit”) paid by wire transfer, which shall be held by Vendor, in accordance with wire transfer instructions provided by Seller to Buyerthe terms and conditions of this Agreement. (b) Subject If Closing does not occur and: (i) if the reason Closing does not occur is solely due to one or more of (x) the proviso termination of this Agreement by Purchaser and CPEC pursuant to Section 10.2 as a result of Purchaser’s and CPEC’s Closing conditions set forth in Section 11.0110.2(a) or Section 10.2(b) not being satisfied at or before the Closing Time or by the Outside Time (whichever occurs first) through no act, if default or omission of Purchaser or CPEC where the failure of any of the foregoing conditions to be satisfied was due to the wilful and material breach by Vendor of one or more of its pre-Closing covenants hereunder and/or an intentional and material misrepresentation or fraud by Vendor and/or any of its Affiliates under Section 5.1 (collectively, “Vendor Wilful Breach”), or (y) termination of this Agreement is terminated by Seller pursuant to Section 11.01(b12.2 by Purchaser and CPEC, then: (A) the full amount of the Deposit and Seller the Deposit Interest Amount shall be paid by Vendor to Purchaser for Purchaser’s own account absolutely no later than two (2) Business Days after the termination of this Agreement, and (B) Vendor shall concurrently pay to Purchaser a break fee in the amount of forty-five million dollars (CAD $45,000,000) (“Break Fee”). For clarity, Purchaser’s receipt of the Break Fee is not a penalty but is a genuine pre-estimate by the Parties of the minimum damages that Purchaser and CPEC will suffer in the case of a Vendor Wilful Breach, having regard to the size of the Purchase Price, the amount of time between the date hereof and the Closing Time, and the time and expense incurred and to be incurred by Purchaser and CPEC, provided that payment of the Break Fee will not be the sole recourse of the Purchaser and CPEC on account of Losses they suffer in connection with a termination by Purchaser and CPEC in circumstances where the Break Fee is payable by Vendor; (ii) if the reason Closing does not waive occur is solely due to one or more of (w) the non-satisfaction termination of any this Agreement by Vendor pursuant to Section 10.1 as a result of Vendor’s Closing conditions to Closing set forth in ARTICLE 8Section 10.1(a), Seller shall retain Section 10.1(b) or Section 10.1(c) not being satisfied at or before the Closing Time or by the Outside Time (whichever occurs first) through no act, default or omission of Vendor where the failure of any of the foregoing conditions to be satisfied was due to the material breach of this Agreement by Purchaser or CPEC and/or a material misrepresentation or fraud by Purchaser or CPEC and/or any of their Affiliates under Section 5.3; (x) the termination of this Agreement by Vendor pursuant to Section 10.1 as a result of Vendor’s Closing condition set forth in Section 10.1(e) not being satisfied at or before the Closing Time or by the Outside Time (whichever first occurs) through no act, default or omission of Vendor due to CPEC’s failure to use commercially reasonable efforts as contemplated by Section 4.3; (y) an election by Purchaser pursuant to Section 2.13(a) at or before the Outside Time; or (z) termination of this Agreement pursuant to Section 12.2 by Vendor, then: (A) the Deposit and the Deposit Interest Amount shall be retained by Vendor for Vendor’s own account absolutely, as liquidated damages, which remedy shall be to compensate Vendor for its Losses in connection with the sole Transaction and exclusive remedy available the delay or permanent impairment caused to Seller for BuyerVendor’s failure efforts to perform its obligations under this Agreementsell the Assets, and Seller expressly (B) except in circumstances where the failure of any of the foregoing conditions to be satisfied was due, in whole or in part, to the wilful and material breach by Purchaser and/or CPEC of one or more of its pre-Closing covenants hereunder and/or an intentional and material misrepresentation or fraud by Purchaser and/or CPEC under Section 5.3 (collectively, “Purchaser Wilful Breach”), in consideration for its retention of the Deposit and the Deposit Interest Amount, Vendor hereby waives any and all other remediesclaims, legal rights or equitableadditional remedies that may be available to it, at law or in equity, as a result of Closing not occurring in such circumstances. For clarity, Vendor’s retention of the Deposit and the Deposit Interest Amount is not a penalty but is a genuine pre-estimate by the Parties of the damages, or in the case of a Purchaser Wilful Breach, minimum damages, that it otherwise may have for Buyer’s breach Vendor will suffer, having regard to the size of this Agreement or failure or refusal to close the Purchase Price, the amount of time between the date hereof and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damagesClosing Time, and the time and expense incurred and to be incurred by Vendor; and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing for any reason other than as set forth in Section 2.10(b)(i) or otherwise Breaches this Agreement in any respect prior to ClosingSection 2.10(b)(ii), and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of and the Deposit in accordance with this Agreement, or Interest Amount shall be paid by Vendor to Purchaser for Purchaser’s own account absolutely no later than two (ii2) Buyer shall have Business Days after the right to pursue specific performance termination of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performanceexcept as expressly set forth above in this Section 2.10(b), Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach termination of this Agreement by Buyerprior to Closing will not limit the rights, Buyer remedies, powers or privileges available to the Parties under this Agreement or otherwise respectively, including but not limited to a breach of, or non-compliance with, representations, warranties, covenants and obligations related to anti-corruption in this Agreement. For greater certainty, this Section 2.10(b) shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach survive the termination of this Agreement shall be limited to Agreement. (c) If Closing occurs, at the prompt return Closing Time, Vendor will apply the Deposit and Deposit Interest Amount as partial payment of the DepositPurchase Price in accordance with Section 2.2, and applied solely against the Cash Consideration for purposes of Section 2.7(a).

Deposit. The deposit made by the Lessee hereunder (ahereinafter — the ‘‘Deposit’’) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in mean an amount equal to Thirty Three Million Five Hundred Thousand Dollars 58 706 ($33,500,000.00fifty eight thousand seven hundred six) Conventional Units. The Deposit shall be a security for performance of the Lessee’s obligation to pay the Rent, Payments for Utility and Maintenance Services and payment of the penalty stipulated by the provisions hereof. The Deposit shall not be changed if the Lessee exercises its rights provided for in paragraphs 1.10 and 3.12 hereof. The Parties agree that the Lessee’s obligation to pay the Deposit hereunder shall be set off with the Security Deposit paid in accordance with the terms of the Preliminary Agreement on Contracts Conclusion executed by the Parties on [•][•] 20[•]. The Lessor shall return to the Lessee the Deposit or a lesser amount received from the Lessee within 30 (thirty) Business Days after termination of the Agreement in accordance with the provisions of Article 13 hereof, but not before the execution of the Act of Return by the Parties. The payments shall be effectuated in Rubles at the exchange rate of the Central Bank established on the Payment Date of the Deposit return. The Parties agree that the Deposit shall be set off with the Lease Payments for the last two months of the Lease Term in cases provided for in the present Agreement. In case if: the Lessee does not fulfill in due time and/or in due manner any of its obligations specified in the second part of paragraph 5.1 hereof, the Lessor shall be entitled to demand to cure the default in connection with the failure to fulfill the Lessee’s obligations by giving a notice of such default (‘‘Default Notice’’). If the Lessee fails to cure the default specified in the Default Notice (the “‘‘Event of Default’’) within 3 (three) Business Days after receipt of the Default Notice, the Lessor shall be entitled to withhold from the amount of the Deposit the amount of money due to the Lessor in connection with the Event of Default in the following manner: The Lessor shall give the Lessee a notice of set-off requiring to pay the amount of the debt relating to the Event of Default (hereinafter these amounts are referred to as ‘‘Withholding Amount from the Deposit”’’). If the Lessee fails to pay the Withholding Amount from the Deposit to the Lessor within 3 (three) Business Days after receipt of the set-off notice, then the Lessor at its discretion shall withhold a part of the Deposit equal to the Withholding Amount from the Deposit. If the Lessor decided to withhold the Deposit (a part thereof) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject the provisions of the previous paragraph 5.6 hereof, the Lessor shall give to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) Lessee a written notice on the effectuated withholding and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject issue to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant Lessee a corresponding invoice to Section 11.01(c) and Buyer does not waive recover the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return withheld amount of the Deposit within 10 (ten) Business Days after the date of withholding. The Lessor’s notice shall contain calculation of the Withholding Amount from the Deposit, motivation of withholding on the date of withholding. In each case of withholding of any part of the Deposit the Lessee shall recover the amount of the Deposit specified in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement paragraph 5.1 by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited transferring to the prompt return Lessor the withheld amount within 10 (ten) Business Days after receipt by the Lessee of the Lessor’s corresponding invoice for recovery of the withheld amount of the Deposit. No interest shall be accrued on the Deposit.

Deposit. (a) Concurrently with As of the execution of this Agreement by Buyer and Sellerdate hereof, Buyer shall deliver Purchaser has caused to Seller in immediately available funds be paid a performance guarantee deposit in an amount equal to Thirty Three Twenty-Five Million Five Hundred Thousand Dollars Dollar ($33,500,000.0025,000,000) cash deposit (the “"Deposit”") in accordance with wire transfer instructions provided to a segregated, interest bearing account established by Seller to Buyer. (b) Subject at one of the commercial banks used by Seller. The Deposit, plus any interest accrued thereon, will be applied to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant cash portion of the consideration to Section 11.01(b) and Seller does not waive be delivered at Closing. In the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree event that (ia) Seller’s actual damages upon all of the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller Purchaser set forth in ARTICLE 8 Article IX of this Agreement have been metfulfilled, then notwithstanding any provision in and (b)(i) Purchaser terminates this Agreement (other than pursuant to Article XII or Section 2.02 to the contrary9.1(ii)), if Closing does not occur because Seller wrongfully (ii) Purchaser fails to tender performance at Closing or otherwise Breaches consummate the transactions contemplated by this Agreement in and any respect prior to Closingapplicable cure period under Section 10.5 shall have expired and Seller is ready, willing and Buyer is ready and otherwise able to closeconsummate the transactions contemplated hereby, at Buyer’s sole election, either or (iiii) Seller terminates this Agreement pursuant to 12.1(d) (provided, however, that the conditions set forth in Section 10.2 and Section 10.3 are satisfied), Seller shall be entitled to retain the Deposit and all interest accrued thereon. If this Agreement is terminated pursuant to Section 12.1 (except pursuant to Section 12.1(d) as provided in the immediately preceding sentence), or Section 9.1(ii), Seller will return the Deposit plus all interest accrued thereon to Buyer Purchaser within three ten (310) business days after its receipt of Buyer’s written demand for the return termination of this Agreement. (b) In lieu of making the Deposit in accordance cash as provided in clause (a) above, Purchaser may satisfy the requirements with this Agreementrespect to the Deposit by causing the issuance of a standby letter of credit by NationsBank N.A. (the "Letter of Credit") (or, or (iiif applicable, Bank of America, N.A.) Buyer shall have for the right to pursue specific performance benefit of this AgreementSeller in the form attached hereto as Attachment VIII; provided, provided that Buyer must file an action for specific performance within twenty-one (21) days if the transfer of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement assets contemplated by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to not have occurred by October 27, 1999, Purchaser, if requested by Seller, shall arrange for the prompt return issuance of a substitute letter of credit or an extension of the DepositLetter of Credit to a "Stated Expiry Date" reasonably acceptable to Seller.

Deposit. (a) Concurrently with On the execution of this Agreement by Effective Date, (i) Buyer and SellerSeller shall enter into an escrow agreement in the form of Exhibit G and made a part hereof (the “Escrow Agreement”) with LaSalle Bank National Association, Buyer as escrow agent (the “Escrow Agent”); and (ii) Purchaser shall deliver to Seller in immediately available funds the Escrow Agent $2,700,000.00 as a performance guarantee good faith deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer). (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon In the event of such a termination are difficult to ascertain with any certaintyafter Buyer deposits the Deposit, (ii) the Deposit is a reasonable estimate of such actual damages, purchase and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if sale contemplated by this Agreement is terminated (i) by Buyer pursuant to either Section 11.01(c11.01(b) and Buyer does not waive or (c) because the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or Article IX are not capable of being satisfied by the Drop Dead Date; (ii) by Buyer pursuant to Section 11.01(d); (iii) by either Buyer or Seller pursuant to either Section 11.01(e) or Section 11.01(f) hereof; or (iv) by either Buyer or Seller pursuant to Section 11.01(a)11.01(g) resulting from a Governmental Action or a Third Party Action which relates to the ownership or operation of the Property by Seller or its affiliates or which might result in a Lien on the Property, Section 11.01(d)then Buyer shall be entitled to the Deposit, and the Escrow Agent shall promptly deliver the Deposit to Buyer. Except in the case the Agreement is terminated by either Buyer or Seller pursuant to Section 11.01(e), Section 11.01(f), ) or Section 11.01(g), the delivery of the Deposit to Buyer pursuant to this Section 11.01(h)1.03(b) shall not in any way limit any legal recourse for damages, excluding any incidental or consequential damages, specific performance or any other rights or remedies available to Buyer resulting therefrom. (c) In the event the Agreement is terminated after Buyer deposits the Deposit for any reason other than as set forth in Section 13.03(c1.03(b), then Seller shall be entitled to the delivery of the Deposit and the Escrow Agent shall promptly return deliver the Deposit to Buyer in immediately available funds Seller. The delivery of the Deposit to Seller pursuant to wire transfer instructions this Section 1.03(c) and the payment of Delay Damages, if any, pursuant to Section 6.01(c) shall constitute liquidated damages and shall be provided timely by Buyer paid in lieu of any additional legal recourse for any damages, specific performance or any other rights or remedies available to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinresulting therefrom. (d) If all conditions precedent Buyer and Seller covenant and agree to furnish and deliver the appropriate instructions to the obligations Escrow Agent as required by Sections 1.03(b) and (c) of Seller set forth in ARTICLE 8 have been metthis Agreement and the terms of the Escrow Agreement. (e) At the Closing, then notwithstanding any provision in this Section 2.02 the Deposit shall be returned to Buyer unless Buyer gives written direction to the contrary, if Closing does not occur because Seller wrongfully fails Escrow Agent to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return deliver the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return Seller as partial payment of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositPurchase Price.

Deposit. (a) Concurrently Concurrent with the execution of this Agreement the Sellers, Alon and the Escrow Agent shall enter into the Deposit Escrow Agreement. Within one Business Day after execution of this Agreement, Alon shall deposit with the Escrow Agent $10,000,000 by Buyer and Seller, Buyer shall deliver to Seller in wire transfer of immediately available funds funds. If the Termination Date is automatically extended to August 31, 2006, within one Business Day after June 30, 2006, Alon shall deposit a performance guarantee further $15,000,000, with the Escrow Agent. The Escrow Agent shall deposit the Deposit into an interest bearing account as set forth in an amount equal the Deposit Escrow Agreement. If this Agreement is terminated for any reason, except as set forth in Section 2.1(b), Alon shall be entitled to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (receive and retain the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject The Sellers shall be entitled to receive and retain the proviso set forth in Section 11.01, if Deposit if: (i) the Sellers terminate this Agreement is terminated by Seller pursuant to Section 11.01(b10.3(a)(i) or (ii), or Alon terminates this Agreement pursuant to Section 10.4(a)(i) or (ii), and Seller does not waive in each case the non-satisfaction of any conditions condition to Closing set forth in ARTICLE 8, Seller Section 9.1(a) shall retain not have been satisfied; or (ii) the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of Sellers terminate this Agreement or failure or refusal pursuant to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that Section 10.3(b) (any termination described in clause (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, or (ii) above being a “Qualified Termination”). (c) If the Closing does not occur for any reason, all interest or other returns earned on the Deposit shall be paid to Alon. If the Closing does not occur as a result of a Qualified Termination, the Sellers and Alon agree that it would be impractical and extremely difficult to estimate the damages that the Sellers may suffer; however the Sellers and Alon agree that the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated the minimum total damages do not constitute a penalty. (c) Subject to that the proviso set forth Sellers would suffer in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer the event the Closing does not waive occur, provided however, that the non-satisfaction amount of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer shall not limit the Seller’s recovery in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails as a result of a Qualified Termination, and, in addition to tender performance retaining the Deposit, in the event that the Closing does not occur as a result of a Qualified Termination, the Sellers shall be entitled to seek any other available remedy, whether at Closing law or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return equity. The payment of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance set forth herein is not filed intended as a forfeiture or penalty within twenty-one (21) days the meaning of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Depositapplicable law.

Deposit. Within one (a1) Concurrently with Business Day after the full execution of this Agreement by Buyer and SellerRockpoint, Buyer shall deliver deposit via wire transfer(s) pursuant to Seller the wire instructions attached hereto as Schedule 2 the sum of Three Million Seven Hundred Ninety-One Thousand Two Hundred Fifty and NO/100 Dollars ($3,791,250.00) in immediately available funds as a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (together with the Extension Deposit, if any, the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to Escrow Agent. If the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the entire Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to timely received by the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit Escrow Agent in accordance with this Section 2.3 or if the Other Buyer Deposit is not timely received by the Escrow Agent in accordance with Section 2.3 of the Other Purchase Agreement, then this Agreement shall automatically be deemed null and void, ab initio, and any portion of the Deposit received by the Escrow Agent shall be returned to Buyer. The Deposit shall be non-refundable except as provided in Sections 4.2, 5.1, 5.5(b), 9.2(e) and 10.2, and shall be held and delivered by Escrow Agent in accordance with the provisions of Article V. Notwithstanding anything to the contrary herein or (ii) in the Other Purchase Agreement, Buyer shall acknowledges and agrees that it and the Other Buyer must act in unison with respect to all matters set forth herein and in the Other Purchase Agreement, as applicable, including granting or withholding consent to any matter that Buyer and Other Buyer have the right to pursue specific performance of consent to under this Agreement and the Other Purchase Agreement, provided that respectively, and the exercise of any right granted to Buyer must file an action for specific performance within twenty-one herein, and to the Other Buyer in the Other Purchase Agreement, to either terminate this Agreement or the Other Purchase Agreement, as applicable, or proceed to close the transactions contemplated hereby or thereby, as applicable (21including such rights granted to Buyer in Sections 4.2, 5.1, 5.5(b) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach and/or 10.2 of this Agreement and such rights granted to Other Buyer in Sections 4.2, 5.1, 5.5(b) and/or 10.2 of the Other Purchase Agreement), and if Buyer and/or Other Buyer fail to do so, then Buyer’s decision with respect to such matter shall prevail and, without limiting the generality thereof, if Buyer wishes to close the transactions contemplated hereby, and the Other Buyer fails to comply with its obligations under the Other Purchase Agreement in connection therewith, then, subject to Buyer’s rights pursuant to Section 2.5, the same shall constitute a default by BuyerBuyer hereunder and by Other Buyer under the Other Purchase Agreement and Rockpoint shall, Buyer shall be deemed without limitation, have the remedies available to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach it under Section 5.2 of this Agreement and under Section 5.2 of the Other Purchase Agreement. Interest earned on the Deposit shall be limited to the prompt return considered part of the Deposit. If the Closing occurs, then the Deposit shall be applied against the Buyer Purchase Price on the Closing Date.

Deposit. (a) Concurrently with On the execution of this Agreement by Effective Date, (i) Buyer and SellerSeller shall enter into an escrow agreement in the form of Exhibit F and made a part hereof (the “Escrow Agreement”) with LaSalle Bank National Association, Buyer as escrow agent (the “Escrow Agent”); and (ii) Purchaser shall deliver to Seller in immediately available funds the Escrow Agent $2,550,000.00 as a performance guarantee good faith deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer). (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon In the event of such a termination are difficult to ascertain with any certaintyafter Buyer deposits the Deposit, (ii) the Deposit is a reasonable estimate of such actual damages, purchase and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if sale contemplated by this Agreement is terminated (i) by Buyer pursuant to either Section 11.01(c11.01(b) and Buyer does not waive or (c) because the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or Article IX are not capable of being satisfied by the Drop Dead Date; (ii) by Buyer pursuant to Section 11.01(d); (iii) by either Buyer or Seller pursuant to either Section 11.01(e) or Section 11.01(f) hereof; or (iv) by either Buyer or Seller pursuant to Section 11.01(a)11.01(g) hereof resulting from a Governmental Action or a Third Party Action which relates to the ownership or operation of the Property by Seller or its affiliates or which might result in a Lien on the Property, Section 11.01(d)then Buyer shall be entitled to the Deposit, and the Escrow Agent shall promptly deliver the Deposit to Buyer. Except in the case the Agreement is terminated by either Buyer or Seller pursuant to Section 11.01(e), Section 11.01(f), ) or Section 11.01(g)) hereof, the delivery of the Deposit to Buyer pursuant to this Section 11.01(h)1.03(b) shall not in any way limit any legal recourse for damages, excluding any incidental or consequential damages, specific performance or any other rights or remedies available to Buyer resulting therefrom. (c) In the event the Agreement is terminated after Buyer deposits the Deposit for any reason other than as set forth in Section 13.03(c1.03(b), then Seller shall be entitled to the delivery of the Deposit and the Escrow Agent shall promptly return deliver the Deposit to Buyer in immediately available funds Seller. The delivery of the Deposit to Seller pursuant to wire transfer instructions this Section 1.03(c) and the payment of Delay Damages, if any, pursuant to Section 6.01(c) shall constitute liquidated damages and shall be provided timely by Buyer paid in lieu of any additional legal recourse for any damages, specific performance or any other rights or remedies available to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinresulting therefrom. (d) If all conditions precedent Buyer and Seller covenant and agree to furnish and deliver the appropriate instructions to the obligations Escrow Agent as required by Sections 1.03(b) and (c) of Seller set forth in ARTICLE 8 have been metthis Agreement and the terms of the Escrow Agreement. (e) At the Closing, then notwithstanding any provision in this Section 2.02 the Deposit shall be returned to Buyer unless Buyer gives written direction to the contrary, if Closing does not occur because Seller wrongfully fails Escrow Agent to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return deliver the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return Seller as partial payment of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositPurchase Price.

Deposit. (a) Concurrently Contemporaneously with the execution of this Agreement by Buyer and SellerAgreement, Buyer Purchaser shall deliver pay to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three the sum of Five Million and Five Hundred Thousand Dollars ($33,500,000.005,500,000.00) (hereinafter called the “"Deposit”) "). If the sale hereunder is consummated in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject the terms hereof, the Deposit, without interest, if any, shall be applied to the proviso set forth Base Purchase Price to be paid by Purchaser at Closing. In the event (A) this Agreement is terminated by Purchaser in writing in accordance with the terms of Section 11.01, if 10.01 hereof; (B) this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive in writing solely because the non-satisfaction of any conditions to Closing set forth specified in ARTICLE 8, Seller shall retain Section 5.01.02 or 5.01.05 are not satisfied or (C) the Deposit as liquidated damagestransaction contemplated hereby fails to close due solely to the fault of Seller, which remedy occurs in the absence of a default by Purchaser, then the Deposit, without interest, if any, shall be the sole and exclusive remedy available returned to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller Purchaser within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance resulting termination of this Agreement. In the event the transaction contemplated by this Agreement does not close on or before December 31, provided that Buyer must file an action 1997, for specific performance within twenty-one any reason whatsoever (21) days including the fault of Purchaser), except those specified in the preceding sentence, the Deposit plus interest, if any, shall be forfeited by Purchaser and permanently retained by Seller as liquidated damages, as Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its 's sole and exclusive remedy in lieu of for such failure to close (including default by Purchaser), all other legal and equitable remediesremedies for such failure to close being expressly waived by Seller. If such action for specific performance is not filed within twenty-one (21) days 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. The restriction of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited 's damages hereunder to the prompt return amount of the DepositDeposit shall apply only to damages arising solely from the failure to close the transaction contemplated hereby and shall not apply to damages arising from any other act or failure to act by Purchaser (such as, for example, breach of confidentiality agreements between Seller and Purchaser).

Deposit. (a) Concurrently with As consideration and inducement for the execution of Seller to agree to sell to the Purchaser the Preferred Shares as contemplated in this Agreement by Buyer and SellerAgreement, Buyer shall deliver the Purchaser agrees to pay to the Seller in immediately available funds a performance guarantee deposit in an the amount equal to Thirty Three Million of Five Hundred Thousand Dollars ($33,500,000.00500,000) (the “"Deposit”) "). The parties agree that, the Deposit shall be handled in accordance with wire transfer instructions provided by Seller to Buyer.the following manner: (ba) Subject In the event the Closing shall fail to occur for any reason other than (i) Seller's breach of this Agreement which is not cured within five (5) days after Seller's receipt of written notice from Purchaser setting forth in reasonable detail the proviso nature of such breach or (ii) the failure of any of the conditions to closing set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty2.4(b)(i), (ii), (iv) or (vi) to be satisfied or waived by Purchaser, the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject shall be forfeited by Purchaser to the proviso set forth in Section 11.01Seller, if this Agreement is terminated (i) shall be retained by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu for the failure of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful the Closing to have occurred and/or for any reason other than a Breach breaches of this Agreement by Buyerthe Purchaser and, Buyer at the discretion of the Purchaser set forth in writing to Seller at any time after the date of such forfeiture, the amount so forfeited by Purchaser and retained by Seller shall be deemed applied to have waived all legal and equitable remedies and its sole remedy for any amounts of Accrued Dividends then outstanding; (b) In the event the Closing shall fail to occur as a result of (i) Seller’s Breach 's breach of this Agreement which is not cured within five (5) days after Seller's receipt of written notice from Purchaser setting forth in reasonable detail the nature of such breach or (ii) the failure of any of the conditions to closing set forth in Section 2.4(b)(i), (ii), (iv) or (vi) to be satisfied or waived by Purchaser, the Deposit shall be limited returned by Seller to Purchaser within two (2) Business Days after Seller's receipt of a written demand therefor from Purchaser; and (c) In the prompt return event of the DepositClosing of the transaction provided for herein, the Deposit shall be applied against the Consideration due at Closing.

Deposit. (a) Concurrently On or prior to the date hereof, J&J will deposit with Western Alliance Bank (the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars (“Deposit Escrow Agent”) $33,500,000.00) 15,000,000 (the “Deposit”) to be held in accordance with the terms of that certain Escrow Agreement, dated as of the date hereof, attached hereto as Exhibit B (the “Deposit Escrow Agreement”). If this Agreement is terminated pursuant to Section 10.1(c), 10.1(d), 10.1(e) or 10.1(f) (except in the event of termination by Buyer pursuant to Section 10.1(f) as a result of a Material Adverse Change or a Pandemic Shut Down has occurred and is ongoing as of the Outside Date (as may be extended)) and, in the case of a termination pursuant to Section 10.1(f): (i) at the time of such termination all other conditions to Buyer’s obligations to consummate the Closing pursuant to Section 9.2 have been satisfied (other than (x) the conditions set forth in Section 9.2(d) as they relate to the absence of any order, executive order, stay, decree, judgment or injunction or statute, rule, or regulation that is in effect (whether temporary, preliminary or permanent) and that prevents or prohibits the consummation of any of the transactions contemplated by this Agreement or that makes it illegal for J&J to perform its obligations hereunder, or Section 9.2(e) as they relate to the necessary clearances under the HSR Act or the condition set forth in Section 9.2(g) as it relates to a Gaming Approval, and (y) any such conditions which by their nature are to be satisfied by the Closing Date or the satisfaction of which are conditioned on the Closing occurring, but that are reasonably capable of being so satisfied by the Outside Date), and (ii) to the extent applicable, Seller and Parent stood ready, willing and able to consummate the Closing on such date, then Parent and J&J shall direct the Deposit Escrow Agent to release to Parent, as liquidated damages, the aggregate amount of the Deposit, by wire transfer instructions provided of immediately available funds to an account or accounts designated by Seller Parent, no later than three Business Days after such termination. At the Closing, J&J and Xxxxxx will direct the Deposit Escrow Agent to Buyer.release the Deposit to Parent in partial satisfaction of the Closing Payment. If this Agreement is terminated under circumstances when the Deposit is not due and payable to Parent pursuant to this Section 10.4(a), J&J and Parent will direct the Deposit Escrow Agent to release the Deposit to J&J. (b) Subject If J&J fails to pay, or cause to be paid, the proviso Deposit to Parent, by the due date set forth herein, and, in Section 11.01order to obtain such payment, if this Agreement is terminated Xxxxxx commences a suit that results in a final and non-appealable judgment against J&J for the Deposit, J&J shall pay to Seller its reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Seller Seller, Group Companies or any of their respective affiliates in connection with such suit, together with interest on the amounts due pursuant to Section 11.01(b) 10.4 from the date such payment was required to be made until the date of payment at the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made (such costs, expenses and Seller does not waive interest, collectively, the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy “Collection Costs”). Such interest shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. (c) Notwithstanding anything to the contrary in this Agreement, the sole and exclusive remedy available to of the Seller for Buyer’s failure to perform its obligations under Releasing Parties against J&J, any J&J Network Firm or any of their respective former, current and future representatives, direct and indirect equityholders, incorporators, stockholders, general and limited partners, successors and assignees and any former, current or future representative, affiliate, direct and indirect equityholder, incorporator, stockholder, general and limited partner, successor and assignee of any of the foregoing (including any financing sources involved with, providing or considering any financing of the transactions contemplated by this Agreement) (collectively, the “J&J Related Parties”), except for Fraud, arising out of or relating to this Agreement at any time before the Closing for the failure of the Closing hereunder to occur for any reason shall be Parent’s and Seller’s right to receive the Deposit and Collection Costs, if any (and such right will only apply in the event this Agreement is validly terminated under the circumstance described in Section 10.4(a) and the Deposit and Collection Costs, if any, are payable pursuant to Section 10.4(a)), and except for Fraud, no J&J Related Party shall have any other liability or obligation to any Seller expressly waives any and all other remedies, legal Related Party relating to or equitable, that it otherwise may have for Buyer’s breach arising out of this Agreement or any related agreement, the performance hereof before the Closing or the failure of the Closing to occur under any theory of law or refusal to close and Buyer shall have no further liability equity or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction respect of any conditions representations, warranties or other agreements made or alleged to Closing set forth be made in ARTICLE 9 connection herewith or (ii) therewith, through J&J or otherwise, whether by Buyer or Seller pursuant to Section 11.01(a)through attempted piercing of the corporate veil, Section 11.01(d)by or through a Claim by or on behalf of J&J against any other J&J Related Party, Section 11.01(e)by the enforcement of any assessment or by any legal or equitable proceeding or remedy, Section 11.01(f)by virtue of any statute, Section 11.01(g), Section 11.01(h)regulation or other applicable Law, or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinotherwise. (d) If all conditions precedent The Parties acknowledge and agree that, in no event shall J&J (or any other Person) be required to pay the obligations of Seller set forth Deposit, or any portion thereof, more than once, it being understood that in ARTICLE 8 have been met, then notwithstanding any provision no event will the Deposit be payable on more than one occasion. (e) Each Party acknowledges that: (i) the agreements contained in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches 10.4 are an integral part of this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with transactions contemplated by this Agreement, or ; (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach damages resulting from termination of this Agreement by Buyerunder Section 10.1(c), Buyer shall 10.1(d), 10.1(e) or 10.1(f) (whether or not in conjunction with a termination right under 10.1(f)) are uncertain and incapable of accurate calculation and, therefore, the amounts payable pursuant to Section 10.4(a), under the circumstances and subject to the conditions when such payment would be deemed to have waived all legal due, are not a penalty but rather constitute liquidated damages in a reasonable amount that will compensate Seller and equitable remedies Parent for the efforts and its sole remedy for Seller’s Breach of resources expended and opportunities foregone while negotiating and performing under this Agreement shall be limited to and in reliance on this Agreement and on the prompt return expectation of the Depositconsummation of the Closing; and (iii) without the agreements contained in this Section 10.4, the Parties would not have entered into this Agreement.

Deposit. (a) Concurrently Within two (2) Business Days following the Effective Date (time being of the essence) and as a condition precedent to this Agreement becoming a binding agreement between the parties, Purchaser will deposit FIVE HUNDRED THOUSAND and 00/100 DOLLARS ($500,000.00) (the “Initial Escrow Amount”) with First American Title Insurance Company, having an office at 00 Xxxxx XxXxxxx Xx., Xxxxx 0000, Xxxxxxx, XX 00000, Attention: [Omitted] (in such capacity, “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. FOUR HUNDRED NINETY-NINE THOUSAND NINE HUNDRED and 00/100 DOLLARS ($499,900.00) of the Initial Escrow Amount will serve as and be Purchaser’s xxxxxxx money deposit hereunder (the “Initial Deposit”), and the remaining portion of the Initial Escrow Amount will serve as and be further consideration for this Agreement (the “Independent Consideration”). If Purchaser fails to deposit the Initial Escrow Amount within the time period provided for in this Section 3.1, Seller may, in its sole discretion, at any time prior to Escrow Agent’s receipt of both the Initial Deposit and the Independent Consideration, terminate this Agreement, in which event this Agreement shall be terminated and thereafter any portion of the Initial Escrow Amount (less the Independent Consideration) deposited with Escrow Agent, if any, shall be returned to Purchaser and neither party shall have any further rights or obligations to the other hereunder, except as otherwise set forth in this Agreement. (b) If the Purchaser elects to exercise the Purchaser Closing Extension Option (as defined in Section 5.1 below), Purchaser shall, on or prior to the date which is one (1) Business Day before the then-scheduled Closing Date, (I) deliver written notice of such election (the “Extension Election Notice”) to Seller and (II) deposit an additional ONE MILLION and 00/100 DOLLARS ($1,000,000.00) (the “Extension Deposit”; the Initial Deposit together with the execution of this Agreement by Buyer and SellerExtension Deposit, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (if made, collectively, the “Deposit”) in accordance with Escrow Agent by wire transfer instructions of immediately available federal funds. If Purchaser fails to deliver the Extension Election Notice or the Extension Deposit within the time period provided by Seller to Buyer. (b) Subject to the proviso set forth for in this Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 83.1(b), Seller shall retain may, at any time prior to Escrow Agent’s receipt of the Deposit as liquidated damagesExtension Deposit, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under terminate this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the in which event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited terminated and thereafter neither party shall have any further rights or obligations to the prompt return of the Depositother hereunder, except as otherwise set forth in this Agreement.

Deposit. Within two (a2) Concurrently with business days after the execution of this Agreement by Seller and Buyer, Buyer shall deposit in escrow with First American Title Insurance Company, National Commercial Services, 0000 X. Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, Attention: Xxxxxxx Xxxxxxxxx (the “Title Company”) the amount of Five Hundred Thousand Dollars ($500,000) (the “Xxxxxxx Money”) to be held in accordance with this Agreement, including the provisions of Section 10.16 herein. Buyer's deposit of the Xxxxxxx Money with the Title Company within the prescribed time period is a condition precedent to the effectiveness of this Agreement; and, if Buyer fails to deliver the Xxxxxxx Money to the Title Company within the time prescribed, this Agreement will be of no further force and effect. The Xxxxxxx Money shall be held in an interest bearing account and all interest thereon shall be deemed a part of the Xxxxxxx Money. Should Buyer elect to cancel and terminate this Agreement pursuant to Section 3.1 (“Approval; Non-Satisfaction”), Section 4.3 (“Exception Matters”), Section 5.3 (“Title Objections”), Section 9.7 (“Buyer’s Closing Conditions”), Section 10.1 (“Remedies”), Section 6.1 (“Casualty”) or Section 6.2 (“Condemnation”) below, then the Deposit will be returned to Buyer and Buyer and Seller will be released and relieved from all obligations and liabilities hereunder, except that Buyer either will (i) promptly return to Seller all copies, or (ii) deliver a written certification to Seller of the destruction, of the Property Information provided to Buyer (but excluding copies thereof maintained in electronic format in Buyer’s data archives) and, upon Seller’s request and payment by Seller to Buyer of Buyer’s actual cost thereof, Buyer shall deliver to Seller any third party reports in immediately available funds a performance guarantee deposit in an amount equal respect of the Property obtained by Buyer and Buyer will continue to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) be liable for those obligations under Sections 2.5, 7.3, 10.4 and 10.8, which will survive cancellation or termination of this Agreement (the “DepositSurviving Obligations”) in accordance with wire transfer instructions provided ). If the Closing as contemplated hereunder should occur, then the Xxxxxxx Money will be paid by the Title Company to Seller at the Closing, and the Xxxxxxx Money will be credited against the Purchase Price payable by Buyer to Buyer. (b) Subject Seller at the Closing. The Xxxxxxx Money will be non-refundable to Buyer except that the proviso set forth in Section 11.01, Xxxxxxx Money will be refundable to Buyer if this Agreement is canceled and terminated by Seller pursuant to Buyer under Section 11.01(b) and Seller does not waive the non3.1 (“Approval; Non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(aSatisfaction”), Section 11.01(d4.3 (“Exception Matters”), Section 11.01(e5.3 (“Title Objections”), Section 11.01(f9.7 (“Buyer’s Closing Conditions”), Section 11.01(g10.1 (“Remedies”), Section 11.01(h6.1 (“Casualty”), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three 6.2 (3“Condemnation”) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreementbelow, or by Seller under Section 9.8 below (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of “Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositClosing Conditions”).

Deposit. (a) Concurrently with 100,000 shares of the execution authorized but unregistered common stock, no par value of this Agreement by Buyer and Seller, Buyer shall deliver the Purchaser (the "CAHC Stock") have already been delivered to the Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) consideration of the Seller's execution and delivery of that certain letter of intent (the “Deposit”"Letter of Intent") in accordance dated April 30, 1997 by and between the Purchaser and the Seller. The Letter of Intent expired by its terms on July 15, 1997. On August 19, 1997 the parties agreed to revive, amend, extend and restate the Letter of Intent on the terms and conditions contained therein (the "Restated Letter of Intent"). To secure the Purchaser's obligations under this Agreement, the Purchaser has deposited with wire transfer instructions provided by Seller Xxxx, Xxxxxxxxx & XxXxxx, L.L.P., the Seller's attorneys, as escrow agent (the "Escrow Agent"), pursuant to Buyerthat certain escrow agreement dated May 5, 1997 (the "Escrow Agreement"), a copy of which is attached hereto as Schedule 1.02, an additional 400,000 shares of CAHC Stock. (b) Subject If the Closing shall occur as hereinafter provided, the 400,000 shares of CAHC Stock held by the Escrow Agent shall be returned to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltyPurchaser. (c) Subject In the event the Closing as provided for herein does not occur as a result of the Seller's failure or refusal to proceed to Closing, all the CAHC Stock then held by the Escrow Agent shall be delivered by the Escrow Agent to the proviso set forth in Section 11.01Purchaser, if this Agreement is terminated (i) all the CAHC Stock then held by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return be delivered by the Deposit Seller to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer Purchaser and the Seller shall thereupon pay to the Purchaser the sum of Two Hundred Thousand ($200,000) Dollars, all of which shall be liquidated damages hereunder and which shall be the Purchaser's sole and exclusive remedy as against the Seller in connection with this Agreement. For purposes of this paragraph, the 100,000 shares of CAHC Stock returned by the Seller to the Purchaser shall be deemed to have the rights and obligations set forth elsewhere hereina value of Three ($3.00) Dollars per share. (d) If all the Closing as provided for herein does not occur as a result of the Purchaser's failure or refusal to proceed to Closing, subject to any conditions precedent to the Purchaser's obligations hereunder, including, without limitation, the execution and delivery of Seller set forth in ARTICLE 8 have been metthat certain long term Biosolids Services Management Agreement by and between the Corporation and the New York City Department of Environmental Protection (the "New York Contract"), all of the shares of CAHC Stock then notwithstanding any provision in this Section 2.02 held by the Escrow Agent shall be delivered by the Escrow Agent to the contrarySeller as liquidated damages, which shall be the Seller's sole and exclusive remedy as against the Purchaser in connection with this Agreement; provided, however, that if the Closing does not occur because Seller wrongfully fails as herein provided as a result of the Purchaser's failure or refusal to tender performance at Closing or otherwise Breaches this Agreement in any respect prior proceed to Closing, from and Buyer is ready after the date hereof to and otherwise able including September 15, 1998, the Seller shall have the option to closerequire the Purchaser to repurchase all of the CAHC Stock then owned by the Seller at a purchase price of Three ($3.00) Dollars per share. The Seller shall exercise such option by providing written notice to the Purchaser of his intent to exercise such option, whereupon within five (5) days of the date of such notice, the Purchaser shall deliver to the Seller the Purchaser's promissory note in the principal amount of One Million Five Hundred Thousand ($1,500,000) Dollars which note shall be due and payable on September 15, 1998, shall provide for the accrual and payment of interest on the outstanding principal balance thereof at Buyer’s sole election, either the floating rate of Wall Street Prime plus two (2%) percent per annum and such promissory note shall either: (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return be secured by such property of the Deposit in accordance with this Agreement, Purchaser as is reasonably satisfactory to the Seller; or (ii) Buyer the Purchaser and the Seller shall have enter into a mutually acceptable escrow agreement pursuant to which the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer Purchaser shall be deemed required to have waived all legal deposit in an escrow account the sum of $100,000 per month as security for the payment of the note and equitable remedies and its sole remedy the Seller shall deliver in escrow stock certificates for Seller’s Breach the shares of this Agreement CAHC Stock. Upon payment by the Purchaser of $1,500,000 plus accrued interest, the escrow agent shall be limited deliver the stock certificates representing the CAHC Stock to the prompt return of the DepositPurchaser.

Deposit. (a) Concurrently The Contributing Parties acknowledge that SLT shall on the date of execution hereof make an xxxxxxx money deposit (together with any interest earned thereon, the execution "Initial Deposit") in the amount of Five Million Dollars ($5,000,000) with First American Title Insurance Company (the "Escrow Agent") pursuant to the terms of the escrow instructions (the "Escrow Agreement") in the form attached as Exhibit "A" hereto. Provided this Agreement has not been sooner terminated, upon the approval or deemed approval of the Schedules of this Agreement by Buyer and Seller(as provided in Section 12.01), Buyer SLT shall deliver deposit with the Escrow Agent on or prior to Seller in immediately available funds a performance guarantee deposit in 6:00 P.M. (EST) on January 17, 1997 an amount equal to Thirty Three Million Five Hundred Thousand Dollars (additional $33,500,000.00) 5,000,000.00 (the “"Additional Deposit”) in accordance " and together with wire transfer instructions the Initial Deposit and any interest or other earnings on either the "Deposit"), for a total deposit of $10,000,000.00. The Deposit shall be non-refundable except as provided by Seller to Buyerherein. (b) Subject If the Closing shall occur, the Deposit shall be applied to the proviso set forth in Section 11.01, if Cash portion of the Contribution Amount. If this Agreement is terminated by Seller pursuant to Section 11.01(b12.01, the Initial Deposit shall be returned by the Escrow Agreement to SLT. If the Partnerships fail or refuse to close for any reason other than (x) and Seller does not waive an uncured default by one or more of the non-satisfaction Contributing Parties under Section 13.02 of any this Agreement, (y) the failure of one or more of the conditions in Section 8.01, or (z) termination of this Agreement pursuant to Closing set forth in ARTICLE 8Article VI, Seller shall retain the Deposit shall be paid to the Contributing Parties, as liquidated damages, which remedy shall be the damages as their sole and exclusive remedy available to Seller for Buyer’s failure such default. If (1) one or more of the Contributing Parties fail or refuse to perform its their obligations under this Agreement, and Seller expressly waives any and all other remediesor (2) if one or more of the conditions set forth in Section 8.01 is not satisfied or waived by the Partnerships, legal or equitable, that it otherwise may have for Buyer’s breach of (3) this Agreement or failure or refusal is terminated pursuant to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon Article VI, then subject to the event provisions of such a termination are difficult to ascertain with any certaintySection 13.02, (ii) the Deposit is a reasonable estimate of such actual damages, shall be refunded and (iii) such liquidated damages do not constitute a penaltyrepaid to SLT. (c) Subject The Deposit shall be invested in accordance with the terms of the Escrow Agreement and interest shall accrue for the benefit of and be paid to the proviso set forth in Section 11.01, if this Agreement party to whom the Deposit is terminated (i) by Buyer paid pursuant to this Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein2.05. (d) If all conditions precedent to The duties of the obligations of Seller set forth Escrow Agent hereunder are purely ministerial in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closingnature, and Buyer is ready and otherwise able the Escrow Agent shall have no liability to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit party so long as it acts in good faith in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return provisions of the DepositEscrow Agreement.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Fifty-Two Million Five Hundred Thousand Dollars ($33,500,000.0052,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), ) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. Buyer has previously deposited as a good faith deposit Five Million Dollars ($5,000,000) (the "DEPOSIT") with CoreStates Bank, N.A. (the "ESCROW AGENT"), to be held, invested and disbursed pursuant to the terms of the Deposit Escrow Agreement, as amended by Amendment No.1 thereto dated as of the date hereof, an executed copy of which is attached hereto as EXHIBIT C (the "DEPOSIT ESCROW AGREEMENT"). If the Closing occurs, then (a) Concurrently with as provided in SECTION 2.4, the execution of Deposit shall be held as the Indemnification Escrow Payment pursuant to SECTION 2.4 and (b) all earnings on the Deposit shall be paid to Sellers pursuant to the Deposit Escrow Agreement, and Buyer will receive a credit against the Purchase Price for such amounts. If Sellers' Agent terminates this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject SECTION 10.1(d)(i), then Sellers shall be entitled to the proviso Deposit and all earnings on the Deposit; provided, however, that in addition Sellers will have and be entitled to pursue any and all remedies, it being understood that the Deposit and earnings thereon will be paid to them in exchange for their agreements set forth in Section 11.01SECTION 6.8 for the period prior to the date of such termination; provided, if however, Sellers shall not be entitled to recover Damages in excess of a total of $15,000,000 (less the Deposit and earnings thereon paid to Sellers) from the Buyer with respect to Buyer's failure to consummate the transactions contemplated hereby. If this Agreement is terminated other than by Seller Sellers' Agent pursuant to Section 11.01(b) SECTION 10.1(d)(i), the Deposit and Seller does not waive all earnings thereon shall be paid to Buyer. All payments by the non-satisfaction of any conditions to Closing Escrow Agent shall be made in accordance with the procedures and other provisions set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Escrow Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (a) Concurrently with the execution and delivery of this Agreement (the date of such mutual execution and delivery is sometimes referred to herein as the "Execution Date"), the Buyer shall deposit into a segregated trust account (the "Escrow") maintained by Kozyak, Tropin & Throckmorton, PA, as escrow agent (the "Escrow Holder"), pursuant xx xx xxxxxx agreement that is reasonably acceptable to the Buyer and SellerSeller and that recognizes that such deposit is not property of the bankruptcy estate, the sum of $1,100,000.00 (the "Deposit") in immediately available, good funds. Upon receipt of the Deposit, the Escrow Holder shall immediately place the Deposit into an interest-bearing account. Except as set forth below, the Buyer shall deliver reimburse the bankruptcy estate for any reasonable fees and charges relating to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars the Escrow. If the Closing occurs, then the Deposit ($33,500,000.00including any interest accrued thereon) (shall be applied by the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject the Purchase Price. If the Closing does not occur, then, the Deposit shall become nonrefundable and shall be delivered to the proviso Seller if and only if (i) Seller has satisfied each of Buyer's conditions set forth in Section 11.01Sections 4.2.1, if this Agreement is terminated by Seller pursuant to Section 11.01(b) 4.2.2, 4.2.3 and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole 4.2.4 and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) a Buyer's Default (hereinafter defined) has occurred and continues to exist as of the Deposit is a reasonable estimate of such actual damagesClosing Date. As used herein, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller term "Buyer's Default" shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole electionmean, either (i) Seller shall return the Deposit failure of Buyer to Buyer within three (3) business days after its receipt of Buyer’s written demand for close the return of transaction contemplated by this Agreement on the Deposit in accordance with this Agreement, Closing Date or (ii) the failure of Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return satisfy each of the Depositconditions to Seller's obligation to close set forth in Section 4.1.1, 4.1.2, 4.1.3, or 4.

Deposit. (a) Concurrently with No later than three Business Days following the execution entry of this Agreement by Buyer and Sellerthe Bidding Procedures Order, Buyer shall deliver to Seller in immediately available funds a performance guarantee Purchaser will make an xxxxxxx money deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided the amount of $15 million to the Escrow Agent. The Deposit shall be applied against payment of the Purchaser Price on the Closing Date. If this Agreement shall be terminated by Seller any Party hereto pursuant to Buyer. Sections 3.4(a), (b), (c), (d), (e), (f), (g) Subject or (i) hereof, or in the event that a party other than Purchaser or an Affiliate of Purchaser purchases all or a significant portion of the Purchased Assets, then the Deposit shall be returned to Purchaser within five (5) Business Days after Seller’ receipt of Purchaser’s written request therefore, except in the proviso set forth in Section 11.01, if case of termination of this Agreement is terminated by Seller pursuant to Section 11.01(b3.4 (h) and Seller does not waive the non-satisfaction of any conditions to Closing set forth hereof, in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) case Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for Purchaser upon the return closing of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s BreachAlternative Transaction. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited terminated by the Company pursuant to the prompt return Sections 3.4 (i), (j), or (k) hereof or otherwise by reason of the failure of any condition precedent under Section 9.2 hereof resulting primarily from Purchaser breaching any representation, warranty or covenant contained herein, then Seller shall retain the Deposit. The Parties agree that the Company right to retain the Deposit, as set forth herein, is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Sellers for their respective 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 contemplated hereby, which amount would otherwise be impossible to calculate with precision.

Deposit. (a) Concurrently Purchaser has, on or prior to the date hereof, made an xxxxxxx money deposit with Acquiom Clearinghouse LLC (the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller “Escrow Agent”) in immediately available funds a performance guarantee deposit in an the amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) 285,000.00 (the “Deposit”) ), by wire transfer of immediately available funds for deposit into a separate, segregated, non-interest bearing escrow account maintained by the Escrow Agent in accordance with wire transfer instructions provided by Seller the Bidding Procedures Order. The Deposit shall not be subject to Buyerany lien, attachment, trustee process, or any other judicial process of any creditor of any Party and shall be applied against payment of the Purchase Price on the Closing Date. (b) Subject to the proviso set forth in Section 11.01, if If this Agreement is terminated by Seller Topco pursuant to Section 11.01(b8.1(d) and or 8.1(f) (or by Purchaser pursuant to Section 8.1(b) or 8.1(c), in each case in circumstances where Topco would be entitled to terminate this Agreement pursuant to Section 8.1(d) or 8.1(f)), then Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller or its designee(s) shall retain 100% of the Deposit as liquidated damages(together with all investment interest thereon, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltyif any). (c) Subject to the proviso set forth in Section 11.01, if If this Agreement is terminated (i) by Buyer pursuant to any Party in accordance with Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) 8.1, other than as contemplated by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c1.4(b), then Seller shall promptly return 100% of the Deposit (together with all investment interest thereon, if any) shall be returned to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller Purchaser within three five (35) business days Business Days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereintermination. (d) If all conditions precedent The Parties agree Seller’s right to the obligations of Seller Deposit, as set forth in ARTICLE 8 have been metSection 1.4(b), then notwithstanding any provision is not a penalty, but rather is liquidated damages in this Section 2.02 to a reasonable amount that will compensate Seller for its efforts and resources expended and the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches opportunities foregone while negotiating this Agreement and in any respect prior reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby or thereby, which amount would otherwise be impossible to Closing, and Buyer is ready and otherwise able to close, at Buyercalculate with precision. The Parties further agree that Xxxxxx’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreementshall not restrict, impair or (ii) Buyer shall have the right otherwise limit any other remedies available to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of Seller under this Agreement by Buyer(including those remedies set forth in Section 9.12) or at law or in equity. (e) If the Closing occurs, Buyer the Deposit (together with all investment interest thereon, if any) shall be deemed transferred to have waived all legal and equitable remedies and Seller or its sole remedy for Seller’s Breach of this Agreement shall be limited to designee(s) on the prompt return Closing Date in satisfaction of the Depositbalance of the Purchase Price, required to be delivered pursuant to Section 1.2(b).

Deposit. The Deposit will be held in trust by the Purchaser’s Solicitors at an accredited financial institution. Interest, if any, earned on the Deposit, will be for the credit of the Purchaser, except as otherwise stated in this Agreement. The Deposit will be dealt with as follows: (a) Concurrently the Deposit, together with any interest earned thereon, will be returned to the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller Purchaser if the Purchaser’s Conditions set out in immediately available funds a performance guarantee deposit Section 3.1 are not satisfied or waived within the time set out in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer.that section; (b) Subject the Deposit, together with any interest earned thereon, will be paid to the proviso Vendor if the Vendor’s Conditions set forth out in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) section 3.2 are not satisfied or waived within the time set out in that section and Seller does not waive the non-where satisfaction of any such conditions to Closing set forth in ARTICLE 8, Seller shall retain is solely within the Deposit as liquidated damages, which remedy shall be control of the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty.Purchaser; (c) Subject the Deposit will be credited on account of the Purchase Price on the Closing Date and any interest earned thereon, will be paid to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein.Purchaser; (d) If all conditions precedent to if the obligations of Seller set forth Vendor is not in ARTICLE 8 have been met, then notwithstanding any provision in default under this Section 2.02 to Agreement and the contrary, if Closing does not occur because Seller wrongfully Purchaser fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return complete the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit purchase in accordance with this Agreement, Agreement or (ii) Buyer shall have if the right to pursue specific performance of Purchaser repudiates this Agreement, provided that Buyer must file an action for specific performance within twenty-one then, at the Vendor’s option and on written notice to the Purchaser, the Vendor may cancel this Agreement and the Deposit will be forfeited to the Vendor without prejudice to any other rights the Vendor may have in respect of such failure or repudiation by the Purchaser; or (21e) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance if the Purchaser is not filed within twenty-one (21) days of Seller’s Breach in default under this Agreement and the Vendor fails to complete the sale in accordance with this Agreement or if Buyer is unsuccessful for any reason other than a Breach of the Vendor repudiates this Agreement by BuyerAgreement, Buyer shall then the Deposit, with interest accrued thereon, if any, will be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited refunded to the prompt return Purchaser upon demand, without prejudice to any other rights the Purchaser may have in respect of such failure or repudiation by the DepositVendor.

Deposit. (a) Concurrently with The Agreement is hereby amended so that the execution Escrow Agent shall pay $25,000.00 of the Deposit to Seller on May 18, 2015, which portion of the Deposit shall be non-refundable to Buyer, except in the event of a termination of the Agreement pursuant to Sections 4(c) (Shareholder Approval), 9(b) (Seller default), 11 (condemnation), 15(b) (a Superior Proposal) or 16(b) (material damage) of the Agreement or pursuant to Section 10(d) of this Agreement by Buyer and Amendment, in which case the entire Deposit, including the $25,000 which has been released to Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller be returned to Buyer. The remaining $975,000.00 of the Deposit shall be refundable to Buyer until completion of the Due Diligence Period as provided in Section 5 of the Agreement, as amended below, or as otherwise provided in the Agreement. For the avoidance of doubt, any return or refund of the Deposit occurring after May 18, 2015, will consist only of the remaining $975,000 of the Deposit, except for a termination pursuant to Sections 4(c), 9(b), 11, 15(b) or 16(b) of the Agreement or pursuant to Section 10(d) of this Amendment. (b) Subject Prior to expiration of the Due Diligence Period, Buyer and Seller shall submit joint Escrow Instructions to the proviso set forth in Escrow Agent authorizing Escrow Agent to release the remaining deposit to Seller promptly following any termination by Buyer during the Additional Due Diligence Period pursuant to Section 11.015(a), if this Agreement is terminated any termination by Seller pursuant to Section 11.01(b9(a) and Seller (provided that Buyer does not waive the non-satisfaction dispute such termination) or any failure of any conditions Buyer to Closing set forth in ARTICLE 8close, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for other than Buyer’s failure to perform its obligations under this Agreementclose due to a termination pursuant to Sections 4(c), and Seller expressly waives any and all other remedies9(b), legal 11, 15(b) or equitable, that it otherwise may have for Buyer’s breach 16(b) of this the Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c10(d) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositAmendment.

Deposit. 2.6.1 The Deposit will be payable by the Purchaser’s Solicitors to the Seller’s Solicitors on the Conclusion Date; 2.6.2 The Deposit will be: (ai) Concurrently with placed on joint deposit by the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit ’s Solicitors in an amount equal interest bearing account in the joint names of the Purchaser’s Solicitors and the Seller’s Solicitors immediately on receipt, to Thirty Three Million Five Hundred Thousand Dollars be held by them in trust ($33,500,000.00) (for the “Deposit”) relevant party entitled thereto in accordance with wire transfer instructions provided by Seller the terms of this Clause 2.6) and to Buyer.be released only in accordance with the terms of this Clause 2.6; (bii) Subject treated as a payment to account of the Price if the purchase of the Property proceeds, and accordingly released to the proviso set forth Seller at Completion; (iii) forfeited to the Seller if the Purchaser is in Section 11.01, if this Agreement is terminated by Seller pursuant (or deemed to Section 11.01(bbe in) and Seller does not waive the non-satisfaction material breach of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, the Missives and the Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s properly rescinds the contract constituted by the Missives as a result; and (iv) returned to the Purchaser if the Seller is in material breach of this Agreement its obligations under the Missives and the Purchaser properly rescinds the contract constituted by the Missives as a result, or failure if the Purchaser validly resiles in accordance with Clause 12 (Damage or refusal Destruction); 2.6.3 The interest accrued on the Deposit will be paid to close and Buyer shall have no further liability or obligation hereunderthe party to whom the Deposit is payable in accordance with the foregoing provisions. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon For the event avoidance of such doubt, the interest will be treated as a termination are difficult payment to ascertain with any certainty, account of the Price if Clause 2.6.2 (ii) applies; 2.6.4 The Seller and the Deposit is a reasonable estimate of such actual damagesPurchaser each undertake to the other that they will, and (iii) that they will procure that their respective solicitors will, take all such liquidated damages do not constitute a penaltysteps as may be necessary as expeditiously as possible to give effect to the foregoing provisions, including signing all necessary bank forms and other documentation. (c) Subject 2.6.5 On the Conclusion Date, the Seller and the Purchaser shall each exhibit to the proviso set forth in Section 11.01other their respective Irrevocable Instructions to the Purchaser’s Solicitors and the Seller’s Solicitors (signed on behalf of the Seller and the Purchaser, if this Agreement is terminated (i) as applicable, by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(atheir respective solicitors), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent 2.6.6 The Seller will procure that Seller’s Solicitors deliver to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to Purchaser’s Solicitors the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either Escrow Undertaking (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21Solicitors) days of on receipt by the Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return Solicitors of the Deposit. 2.6.7 The Purchaser shall procure that the Purchaser’s Solicitors deliver to the Seller’s Solicitors the Escrow Undertaking (Purchaser’s Solicitors) on payment to the Seller’s Solicitors of the Deposit.

Deposit. (a) Concurrently with On the execution of this Agreement by Buyer and Seller, Buyer date hereof the Purchaser shall deliver pay to Seller in immediately available funds the Vendor a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ten percent ($33,500,000.0010%) of the Base Price, by certified cheque, bank draft or electronic transfer of funds (the “"Deposit”"). The Deposit received by the Vendor pursuant to this Section 3.3(a) shall be held in trust by the Vendor and shall be releasable in accordance with wire transfer instructions provided by Seller to Buyerthis Agreement. (b) Subject If Closing occurs in accordance with the terms and conditions of this Agreement, the Deposit received by the Vendor shall be retained by the Vendor and credited against the Purchase Price, in partial satisfaction of the Purchaser's obligation to pay the proviso Purchase Price at Closing. (c) If Closing does not occur: (i) due to a material breach of this Agreement by the Vendor or a failure of the conditions precedent set forth in Section 11.01, if 10.2 of this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive be satisfied or waived in accordance with the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach terms of this Agreement or failure to obtain court approval, the deposit received by the Vendor shall be returned by the Vendor to the Purchaser, this Agreement shall thereupon terminate, and each Party shall be released from all obligations and liabilities under or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain in connection with any certainty, this Agreement; or (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach material breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach the Vendor or a failure of the conditions precedent set forth in Section 10.2 of this Agreement to be satisfied or waived in accordance with the terms of this Agreement or failure to obtain court approval, the Vendor shall be limited entitled to the prompt return Deposit, the Deposit shall be forfeited to the Vendor, and the Vendor shall be entitled to terminate this Agreement and each party shall be released from all obligations and liabilities under or in connection with the Agreement. For greater certainty, the Vendor’s right to retain the Deposit shall be its sole and exclusive remedy against the Purchaser in the event that Closing does not occur for any reason other than a material breach of this Agreement by the Vendor or a failure of the Depositconditions precedent set forth in Section 10.2 of this Agreement to be satisfied or waived in accordance with the terms of this Agreement or failure to obtain court approval, and the Vendor shall have no other rights, remedies or claims against the Purchaser.

Deposit. (a7.1 The Deposit shall be held in trust in an interest bearing trust account pending fulfilment of the Conditions Precedent. This clause 7 constitutes the mandate to the Seller’s Attorneys in terms of section 78(2A) Concurrently of the Xxxxxxxxx Xxx, 0000. 7.2 The Deposit shall be paid by the Purchaser by electronic transfer of immediately available and freely transferable funds into the Seller’s Attorneys Designated Account. 7.3 In the event that the Conditions Precedent are fulfilled or, where applicable, waived, by the due dates for fulfilment thereof and the Purchaser fails to comply with its obligations under clauses 8 and 10 on the due date therefor, the Purchaser shall forfeit the Deposit and all interest accrued thereon, which shall be paid to the Seller, without prejudice to the Seller’s rights in law, by way of pre-estimated liquidated damages, it being specifically recorded that, in such circumstance, the Seller shall be entitled to unilaterally instruct the Seller’s Attorneys in writing to pay the Deposit, and all interest accrued thereon, to the Seller. 7.4 The Seller shall be obliged to provide the Purchaser with a copy of any instruction to the Seller’s Attorneys given by it under the provisions of clause 7.3. 7.5 The Seller’s Attorneys shall be entitled to pay the Deposit, and all accrued interest, to the Seller in accordance with the execution Seller’s written instruction, provided that the Seller’s Attorneys has given the Purchaser at least 48 (forty eight) hours written notice that it intends to pay the Deposit and interest to the Seller and the Purchaser has not objected to such payment by written notice to the Seller’s Attorneys prior to the expiry of the said 48 (forty eight) hours. If the Purchaser has objected as contemplated in this Agreement clause 7.5, the resultant dispute may be referred by Buyer the Purchaser or the Seller for resolution in terms of clause 26. 7.6 If the Seller’s Attorneys receive a notice from the Purchaser in accordance with the provisions of clause 7.5, it shall be obliged to retain the Deposit and the interest accrued thereon until such time as the Seller’s Attorneys receive written notification signed on behalf of both Parties to release the Deposit and interest accrued thereon to the Seller. 7.7 In the event that the Conditions Precedent are fulfilled or, Buyer where applicable, waived, by the due dates for fulfilment thereof and the Purchaser complies with its obligations under clauses 8 and 10 on the due date therefor, the Seller’s Attorneys shall deliver to Seller in immediately available funds a performance guarantee deposit in return an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject Deposit and ail interest accrued thereon to the proviso set forth in Section 11.01Purchaser, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that within 5 (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3five) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit Effective Date, by electronic transfer of immediately available and freely transferable funds into the Purchaser’s Designated Account free of any deductions or set-off whatsoever, in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return currency of the DepositRepublic of South Africa.

Deposit. (a) Concurrently with 4.1 To secure the execution performance by Purchaser of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for BuyerPurchaser’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remediesPurchaser shall, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that more than two (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (32) business days after the event giving rise Effective Date, deliver to such return obligationChicago Title Insurance Company, whose address is 00000 Xxx Xxxxxx Xxxxxx, Suite 200, Irvine, California 92606; Escrow Officer: Xxx Xxxxx; Telephone: 000.000.0000; Facsimile: 949.263.0356, as escrow agent (“Escrow Agent”), the sum of Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) by wire which shall be held in trust as an initial xxxxxxx money deposit (the “Initial Deposit”) by Escrow Agent, and disbursed only in accordance with the terms of this Agreement. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent this Agreement is not terminated pursuant to the obligations of Seller set forth in ARTICLE 8 have been metSection 11.7 hereof, then notwithstanding any provision in this Section 2.02 within one business day after expiration of the Investigation Period, Purchaser shall deliver to Escrow Agent the contrarysum of Six Hundred Fifty Thousand and No/100 Dollars ($650,000.00) as additional xxxxxxx money deposit (the “Additional Deposit”). The Initial Deposit, together with the Additional Deposit, if Closing does made, and the Extension Deposit, if made, shall be collectively referred to herein as the “Deposit”. Failure of Purchaser to timely make the Additional Deposit (provided Purchaser has not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches terminated this Agreement in any respect prior to Closing, accordance with Section 11.7) shall be deemed a default hereunder and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller Sellers shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of have all remedies allowed by this Agreement. 4.2 Escrow Agent shall invest the Deposit in an interest bearing account or certificate of deposit maintained with or issued by a commercial bank doing business in California. All interest accrued or earned on the Deposit shall be paid or credited to Purchaser except in the event of a default by Purchaser, in which event the interest shall be disbursed to Sellers, together with the Deposit, as liquidated damages in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositSection 16.

Deposit. (a) Concurrently Simultaneously with the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in immediately available funds is depositing as a performance guarantee good faith deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars one million, forty-seven thousand, six hundred ninety-nine dollars ($33,500,000.001,047,699) (the “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 accordance with wire transfer instructions provided by Seller to Buyerthe form of Exhibit A attached hereto (the “Deposit Escrow Agreement”). (b) Subject to If the proviso set forth Closing occurs, then the Deposit and all earnings on the Deposit (collectively, the “Escrowed Funds”) shall be 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 the Escrowed Funds (or, if applicable, a lesser amount as provided for in Section 11.013.3(d)), if this Agreement is terminated by Seller pursuant to Section 11.01(b) shall become the Remedial Site Escrow Amount, and Seller does not waive the non-satisfaction full amount of any conditions to the Escrowed Funds as of the Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy Date shall be credited against and deducted from the sole and exclusive remedy available Initial Purchase Price to Seller be paid at Closing by Buyer for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltyMembership Interests. (c) Subject to the proviso set forth in Section 11.01, if If Seller terminates this Agreement is terminated in accordance with the provisions of either (i) Section 8.1(c)(ii)(A) resulting from a failure by Buyer pursuant to satisfy the requirements of Section 11.01(c7.3(a), (c), (d), (e) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (f) or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c8.1(c)(ii)(B), then Seller shall promptly return be entitled to liquidated damages in an amount equal to the Liquidated Damages Amount, and pursuant to the Deposit Escrow Agreement but subject to Buyer in immediately available funds pursuant to wire transfer instructions to Section 8.2(b), the Escrowed Funds shall be provided timely by Buyer released to Seller within three (3) business days after in partial satisfaction of the event giving rise Liquidated Damages Amount payable to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinSeller. (d) If all conditions precedent to In any other case if the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails prior to tender performance at Closing or otherwise Breaches 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. For the avoidance of doubt, if Buyer terminates this Agreement in any respect prior pursuant to ClosingSection 8.1(d)(ii)(B), and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller the Escrowed Funds shall return the Deposit be released to Buyer within three (3) business days after its receipt of Buyer’s written demand for as soon as practicable in accordance with the return terms of the Deposit Escrow Agreement. (e) All payments by the Deposit Escrow Agent shall be made in accordance with this the procedures and other provisions set forth in the Deposit Escrow Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. 3.1.1 Prior to 3:00 pm (aToronto time) Concurrently with on the execution of this Agreement by Buyer and Sellerthird (3rd ) Business Day following the Execution Date, the Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five the sum of Two Hundred and Fifty Thousand Dollars ($33,500,000.00250,000.00) (the “First Deposit”) by wire transfer to the Sellers’ Solicitors, which First Deposit, subject to Section 3.1.3, Section 6.6, shall be non-refundable and released to the Sellers, upon receipt by the Sellers’ Solicitors. 3.1.2 Prior to 3:00 pm (Toronto time) on the third (3rd) Business Day following receipt of the Waiver Notice, the Buyer shall deliver the sum of Two Million Five Hundred and Twenty Five Thousand Dollars ($2,525,000.00) (the “Second Deposit”, together with the First Deposit, the “Deposit”) in accordance with by wire transfer instructions provided to the Sellers’ Solicitors to be invested by Seller the Sellers’ Solicitors in an interest‑bearing trust account with a Canadian Schedule I bank pursuant to Buyerthe Bank Act (Canada). (b) Subject 3.1.3 If this Agreement is not completed due solely to a default of the Buyer, the Second Deposit, together with interest earned thereon, shall be forfeited to the proviso set forth in Section 11.01Sellers, if without limiting the Sellers’ right to claim additional damages and to pursue all other available remedies. If this Agreement is terminated due solely to a default of the Sellers, the Second Deposit, together with all interest earned thereon shall be thereupon returned to the Buyer, without limiting the Buyer’s right to claim additional damages and to pursue all other available remedies. 3.1.4 If the Transaction is completed, the Deposit shall be credited against the Purchase Price due on Closing and the interest accrued thereon shall be paid by Seller the Sellers’ Solicitors directly to the Buyer post-Closing. 3.1.5 In holding and dealing with the Deposit and interest pursuant to Section 11.01(b) and Seller does this Agreement, the Sellers’ Solicitors are not waive the non-satisfaction of bound in any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under way by any agreement other than this Agreement, and Seller expressly waives the Sellers’ Solicitors shall not be considered to assume any duty, liability or responsibility other than to hold the Second Deposit and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach interest in accordance with the provisions of this Agreement or failure or refusal and to close pay the Second Deposit and Buyer interest to the Person becoming entitled thereto in accordance with the terms of this Agreement. In the event of a dispute between the parties as to entitlement to the Second Deposit and interest, the Sellers’ Solicitors may, in their discretion, pay the Second Deposit and interest in dispute into Ontario court, whereupon the Sellers’ Solicitors shall have no further obligations relating to the Deposit and interest earned thereon. The Sellers’ Solicitors will not, under any circumstances, be required to verify or determine the validity of any notice or other document whatsoever delivered to the Sellers’ Solicitors and the Sellers’ Solicitors are hereby relieved of any liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon responsibility for any loss or damage which may arise as the event result of the acceptance by the Sellers’ Solicitors of any such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltynotice or other document in good faith. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction 3.1.6 The provisions of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at 3.1 shall survive Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance earlier termination of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Depositapplicable.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds The Parties acknowledge that a performance guarantee deposit in an the amount equal of $[], representing ten percent (10%) of the Purchase Price, has been provided by the Purchaser to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) Vendor on or before [INSERT DATE], and is being held in a non-interest-bearing trust account, to be released only in accordance with wire transfer instructions provided the provisions of this Section 9. The Deposit shall be held in trust by Seller to Buyer. (b) Subject the Vendor until one of the following events occur: if Closing occurs, the Deposit shall be credited to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) Vendor at Closing for its own account absolutely and Seller does not waive be applied as partial payment of the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, Purchase Price; if Closing does not occur because Seller wrongfully fails due to tender performance at Closing or otherwise Breaches a breach of this Agreement by the Purchaser or the failure of the Purchaser to fulfill the conditions in Sections 12.1(a) through 12.1(c) (provided that for greater certainty, with respect to the conditions in Sections 12.1(a) through 12.1(c), such failure is due to matters within the reasonable control of the Purchaser, as applicable) the Deposit (along with any respect prior interest earned thereon) shall be forfeited by the Purchaser to Closingthe Vendor (and for the account of the Vendor absolutely); if Closing does not occur due to any reason other than as addressed by Section 9.1(b), the Deposit shall be paid to the Purchaser for the account of the Purchaser absolutely; and Buyer if the Purchaser is ready and otherwise able not ultimately the Successful Bidder (as that term is defined in the Sales Procedure set out in Schedule "C") than the Receiver acknowledges that it will be required to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3the Purchaser in accordance with the terms of the Sales Procedure; In the event of termination of this Agreement under Section ‎9.1(b) business days after its receipt of Buyer’s written demand for pursuant to which the return Vendor shall be entitled to retain the Deposit, the Parties agree that the amount of the Deposit constitutes a genuine pre estimate of liquidated damages representing the Vendor's losses and liabilities as a result of Closing not occurring and agree that the Vendor shall not be entitled to recover from the Purchaser any amounts that are in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return excess of the DepositDeposit as a result of Closing not occurring. The Purchaser hereby waives any claim or defence that the amount of the Deposit is a penalty or is otherwise not a genuine pre estimate of the Vendor's damages.

Deposit. Within seven (a7) Concurrently with the days of execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in immediately available funds a performance guarantee Purchaser will make an xxxxxxx money deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided the amount of $1,710,000 to the Escrow Agent. The Deposit shall be applied against payment of the Purchase Price on the Closing Date. If this Agreement shall be terminated by Seller any Party hereto pursuant to Buyer. Sections 3.4(a), (b), (c), (d), (e), (f), (h), and (j) Subject hereof, or in the event that a party other than Purchaser or an Affiliate of Purchaser purchases all or a significant portion of the Purchased Assets, then the Deposit shall be returned to Purchaser within five (5) Business Days after Sellers’ receipt of Purchaser’s written request therefore, except in the proviso set forth in Section 11.01, if case of termination of this Agreement is terminated by Seller pursuant to Section 11.01(b3.4 (h) and Seller does not waive the non-satisfaction of any conditions to Closing set forth hereof, in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller case Sellers shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for Purchaser immediately upon the return closing of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s BreachAlternative Transaction. If Buyer elects this Agreement shall be terminated by the Sellers pursuant to pursue specific performanceSections 3.4 (i) hereof or otherwise by reason of the failure of any condition precedent under Section 9.2 hereof resulting primarily from Purchaser materially breaching any representation, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If warranty or covenant contained herein, then Sellers shall retain the Deposit; provided such action for specific performance is failure or breach was not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than caused by a Breach breach of this Agreement by BuyerSellers. The Parties agree that the Sellers’ right to retain the Deposit, Buyer shall be deemed as set forth herein, is not a penalty, but rather is compensatory damages, and Sellers are (i) expressly waiving their right to have waived all legal and equitable remedies and its sole remedy seek additional compensatory damages for Seller’s Breach any breach of this Agreement shall be limited that was not on account of Crude Business, but are not (ii) expressly waiving their right to seek additional compensatory damages if such breach is related to the prompt return Crude Business or a Material Adverse Effect related to the Crude Business. Provided that, in no event, shall Sellers be entitled to any damages in excess of the DepositPurchase Price and reasonable costs and expenses in connection with enforcement of this Agreement.

Deposit. Within two (a2) Concurrently with working days after the full execution hereof, Purchaser agrees to deposit the amount of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Twenty Thousand Dollars ($33,500,000.0020,000.00) (the “"Initial Deposit”") in accordance with wire transfer instructions provided by Seller Slutzky, Wolfe & Bailey, 0000 Xxxxxxxxnd Xxxxxxy, Xxxxxxxx 0000, Xxxxxxx, Xxxxxxx 00000, ("Xxxxxx Xxxxxx") xxxxorized agent for Chicago Title Insurance Company ("CTIC"), as earnest money to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by secure Pxxxxxxxr's performance hereunder. If Purchaser notifies Seller pursuant to Section 11.01(bParagraph 3 hereof that all matters are acceptable to it prior to the end of the Review Period (as hereinafter defined), then within two (2) working days after the expiration of the Review Period, Purchaser will deposit an additional Eighty Thousand Dollars ($80,000.00) with the Escrow Holder (the "Second Deposit"; hereinafter, the Initial Deposit and the Second Deposit are collectively referred to as the "Deposit"). If Purchaser fails to make the Initial Deposit by the required date, this Agreement will terminate without liability on the part of Seller does not waive or Purchaser. If Purchaser makes the non-satisfaction Initial Deposit, but fails to make the Second Deposit by the required date, this Agreement will terminate without further liability on the part of any conditions Seller or Purchaser, (except for Purchaser's obligations pursuant to Closing set forth in ARTICLE 8Paragraph 8.17 hereof), and the Initial Deposit will be paid to Seller shall retain the Deposit as liquidated damages. If Purchaser makes both the Initial Deposit and the Second Deposit, which remedy shall be but the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal transaction fails to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach default on the part of Seller or a failure of a condition precedent to Purchaser's obligations to close, this Agreement will terminate without liability on the part of Seller or Purchaser, (except for Purchaser's obligations pursuant to Paragraph 8.17 hereof), and the Deposit will be paid to Seller as liquidated damages. Escrow Holder will invest the Deposit as the installments are received in federally insured accounts or paper as directed by BuyerPurchaser. All interest payable with respect to the Deposit will be added to and become a part of the Deposit and will be payable to the party entitled to the Deposit hereunder. Prior to the expiration of the Review Period, Buyer shall be deemed Escrow Holder will return the Deposit to have waived all legal and equitable remedies and Purchaser at its sole remedy for Seller’s Breach of demand, which demand must include a notice that Purchaser is terminating this Agreement shall be limited pursuant to the prompt provisions of Paragraph 3 hereof. Otherwise, the Escrow Holder will return the Deposit only upon a written joint order from Seller and Purchaser. Escrow Holder will not be liable for any action with respect to the Deposit taken in good faith, any such liability hereby being waived by Purchaser and Seller. Without limiting the generality of the foregoing, Purchaser and Seller authorize and direct Escrow Holder to accept, comply with, and obey any and all writs, orders, judgments or decrees entered or issued by any court with or without jurisdiction. In the case Escrow Holder obeys or complies with any such writ, order, judgment or decree of any court, it will not be liable to any of the parties hereto or any other person by reason of such compliance. In case Escrow Holder is made a party defendant to any suit or proceedings regarding the Deposit, Purchaser and Seller, jointly and severally, agree to pay to Escrow Holder, upon demand, all costs, attorneys' fees, and expenses incurred with respect thereto. Seller and Purchaser hereby grant Escrow Holder a lien on the Deposit for any and all such costs, fees and expenses. If said costs, fees and expenses are not paid, Escrow Holder will have the right to reimburse itself out of the Deposit. The party at fault will reimburse the other party for all of the fees and expenses of the Escrow Holder deducted from the Deposit upon demand of the other party.

Deposit. (a) Concurrently with the 6.1 Forthwith upon execution of this Agreement by Buyer and Sellerall parties hereto, Buyer shall deliver to Seller in immediately available funds a performance guarantee the Purchaser will deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) trust with Clark, Wilson, Barristers and Solicitors (the “"Trustee") a deposit in the amount of $10,000 (the "Deposit”) "), which Deposit will be placed in an interest bearing account and will be dealt with as follows: the Deposit will be paid to the Vendor on the Closing Date if the Vendor is ready, willing, and able to complete the sale of the Business Assets in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso terms hereof, all of the conditions set forth in Section 11.01Clause 13.1 have been satisfied or waived, and the purchase and sale contemplated hereby is completed, then the Deposit will be applied to the credit of the Purchaser toward the Purchase Price; and the Deposit will be paid to the Purchaser if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive either: the non-satisfaction of any conditions to Closing set forth in ARTICLE 8Clause 13.1 have not been satisfied or waived and the Purchaser elects not to complete; or the Vendor is not ready, Seller shall retain willing, and able to complete the sale of the Business in accordance with the terms hereof on the Closing Date and the Purchaser elects not to complete. 6.2 Notwithstanding anything to the contrary contained herein, if a dispute arises as to the disposition of the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) while the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to held by the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c)Trustee, then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall Trustee will have the right to pursue specific performance pay same into court and such payment will be an effective discharge of the Trustee of all its obligations hereunder. 6.3 If this Agreement contains subject conditions then notwithstanding anything to the contrary contained herein the Vendor will receive and retain, as outright and non-refundable consideration, the sum of $100.00 out of the Deposit upon the Vendor signing this Agreement and in consideration therefor the Vendor covenants and agrees not to withdraw its acceptance of the offer constituted by this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited prior to the prompt return time for removal of any subject conditions contained herein, up to the DepositClosing Date.

Deposit. (a) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Fifty-Two Million Five Hundred Thousand Dollars ($33,500,000.0052,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), ) or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.three

Deposit. (a) Concurrently with a. Upon the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in immediately available funds $500,000 as a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) towards the Purchase Price under the Option (the “"Deposit”) "), and the Deposit will continue to be held by Seller in accordance with wire transfer instructions the provisions of this Section 2. Following exercise of the Option, and at the Closing contemplated by and in accordance with the terms and conditions of this Agreement, Seller shall be obligated to credit the amount of the Deposit towards payment of the Purchase Price. b. In the event that the Option terminates without Buyer having exercised the Option or that Buyer, having exercised the Option, fails to consummate the Closing as contemplated by Section 1.4, and provided that (i) the reason that the Option has terminated is other than as the result of a termination of the Services Agreement by Buyer following a Default thereunder by Seller and (ii) all of the conditions precedent to Buyer. (b) Subject to the proviso 's obligations set forth in Section 11.01Schedule 1.4(a) are able to 4 19 be satisfied within fifteen (15) days of such Option termination or on the Closing Date, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive as the non-satisfaction of any conditions to Closing set forth case may be (in ARTICLE 8each case, a "Termination Without Cause"), then Seller shall be entitled to retain the Deposit Deposit, together with the Additional Liquidated Damages Payment provided for in Section 3 hereof, to compensate Seller for any and all damages arising by reason of Buyer's failure to exercise the Option or consummate the Closing, as the case may be, it being impossible to ascertain or accurately estimate the entire or exact cost, damage or injury which Seller may have sustained by reason of such failure to exercise. Such sum is agreed upon as liquidated damagesdamages for failure to exercise the Option or consummate the Closing, which remedy as the case may be, and not as a penalty. The retention of the Deposit and the Additional Liquidated Damages Payment shall be the sole and exclusive remedy available fully discharge all obligations of Buyer to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remediesat law, legal at equity, or equitableotherwise; and, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) obligations of any kind whatsoever to Seller’s actual damages upon . c. In the event of such that the Option terminates or that Buyer, having exercised the Option, fails to consummate the Closing as contemplated by Section 1.4, in each case, other than under circumstances constituting a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c)Termination Without Cause, then Seller shall promptly immediately return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinBuyer. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. (A) Seller acknowledges that Buyer has prior to the date of this Agreement paid a deposit of $[ ] per Engine to Seller. (B) Each Party hereby unconditionally and irrevocably agrees that each Deposit shall, when received by Seller, be the sole and unencumbered property of Seller and shall not be refundable or repayable to Buyer under any circumstances whatsoever, except as expressly stated in Clause 5.1(C). (C) Seller shall return to Buyer the Deposit (without interest) relating to an Engine only if: (1) Delivery has not occurred with respect to such Engine; and (2) Buyer shall have complied at all times with the terms of the Transaction Documents and the LOI; and (a) Concurrently with the execution Final Inspection is not satisfactory to Buyer (acting reasonably and in good faith) as against the Final Inspection Condition and, as a result thereof Buyer gives notice of this Agreement by Buyer and Sellerits dissatisfaction, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars including the grounds therefor, within one ($33,500,000.001) (Business Day of the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer.period allowed for the Final Inspection; or (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach there occurs a lawful termination of this Agreement with respect to such Engine in accordance with Clause 3.5 (Total Loss or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty.Material Damage); or (c) Subject Buyer terminates it obligation to buy such Engine as a result of Seller’s material breach of the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive terms of the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein.Transaction Documents; or (d) If all conditions precedent any of the Buyer Conditions Precedent are not fulfilled by the Final Delivery Date (unless attributable to any breach of the terms of the Transaction Documents by Buyer); or (e) Seller fails to deliver such Engine to Buyer on or prior to the obligations Final Delivery Date (unless attributable to any breach of the terms of the Transaction Documents by Buyer). (D) If Seller set forth in ARTICLE 8 have been metis required to return the Deposit pursuant to Clause 5.1(C), then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three five (35) business days after its receipt Business Days of: in the case of sub-Clause (a), the date of Buyer’s written demand for notification; in the return case of sub-Clauses (b) or (c) above, the date of termination or, in the case of sub-Clauses (d) or (e) above, the Final Delivery Date. (E) With respect to each Engine, the Deposit will be applied towards the payment of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action Purchase Price for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositEngine at Delivery.

Deposit. (a) Concurrently with Section 5.1 Upon the mutual execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller Title Company, for deposit into the escrow described in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars Section 6.1 below, the sum of $500,000 ($33,500,000.00) (together with any interest earned thereon, the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer). Section 5.2 In the event that this transaction is consummated as contemplated by this Agreement, then (a) the entire amount of the Deposit shall be credited against the Purchase Price in the event that the Loan is defeased, and (b) Subject the entire amount of the Deposit (or such lesser portion thereof equal to Buyer’s payment obligations if applicable), shall be credited against Buyer’s payment obligations in the proviso event that the Loan is assumed (and any excess of the Deposit over such payment obligations, if applicable, shall be refunded to Buyer). Section 5.3 The entire amount of the Deposit, together with any interest accrued thereon, shall be returned immediately to Buyer in the event that: (a) (i) the conditions precedent set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b3.1(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability been satisfied or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certaintywaived, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performed fully or tendered performance of its obligations hereunder, and (iii) Seller shall be unable or fail to perform its obligations, under this Agreement, provided that ; or (b) Buyer must file an action for specific performance within twenty-one terminates this Agreement at any time during the Inspection Period unless Buyer is then in default (21) days in which event a portion of the Deposit equal to the amount of Seller’s Breach. If damages claim shall remain in escrow pending resolution of such claim); or (c) Buyer elects fails to pursue specific performancedeliver written notice to Seller prior to the expiration of the Inspection Period that Buyer has elected to proceed with the purchase of the Property as described in Section 3.2 above; or (d) Buyer becomes entitled to the refund of the Deposit pursuant to the terms set forth in Sections 3.2, 3.3 or 5.2 above, or Section 6.3 below; or (e) Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of terminates this Agreement by Buyer, pursuant to the terms of Section 7.1(a); or (f) Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of or Seller terminates this Agreement shall be limited pursuant to the prompt return of the Depositterms set forth Section 7.1(b). Section 5.4 IN ALL EVENTS OTHER THAN THOSE SET FORTH IN SECTION 5.3 ABOVE, THE ENTIRE AMOUNT OF THE DEPOSIT, PLUS ACCRUED INTEREST, SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES. BUYER AND SELLER HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT PLUS ACCRUED INTEREST IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING ON THE CONTRACT DATE. BUYER AND SELLER AGREE THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT PLUS ACCRUED INTEREST SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY BUYER. THE FOREGOING, HOWEVER, IS A LIQUIDATED MEASURE OF DAMAGES FOR THE SPECIFIED BREACH ONLY, AND SHALL NOT LIMIT BUYER’S LIABILITY UNDER SECTIONS 2.3 OR 7.9 OF THIS AGREEMENT. SELLER HEREBY WAIVES THE REMEDY OF SPECIFIC PERFORMANCE WITH RESPECT TO ANY DEFAULT OR BREACH BY BUYER OF ITS OBLIGATION TO PURCHASE THE PROPERTY. HDB Seller NZ US Buyer

Deposit. ‌ (aA) Concurrently with the execution of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars the sum of TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($33,500,000.0025,000.00) (the “Initial Deposit”) in accordance with wire transfer instructions provided by Seller to BuyerXxxxxxxx, Xxxxx & Xxxxxxx, P.A., (the “Escrow Agent”), within five (5) business days after the Effective Date. (bA) Subject to If, within the proviso set forth in Section 11.01Investigation Period, if Buyer has not terminated this Agreement is terminated and has provided the notice required by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement4.03 hereof, and Seller expressly waives any and all other remedieshas approved the CDD Budget Projections as set forth above in Section 1.04 hereof, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have deposit with Escrow Agent an additional deposit of ONE HUNDRED SEVENTY FIVE THOUSAND AND NO/100 DOLLARS ($175,000.00) (the “Second Deposit”) no further liability or obligation hereunderlater than three (3) business days after the expiration of the Investigation Period. Buyer and Seller acknowledge and agree that shall deposit an additional deposit of THREE HUNDRED THOUSAND AND NO/100 DOLLARS (i$300,000.00) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise Community Development District is approved and created (the “Third Deposit”). (The Initial Deposit, the Second Deposit and the Third Deposit shall hereinafter be collectively referred to such return obligation. Buyer and Seller shall thereupon have as the rights and obligations set forth elsewhere herein“Deposit”). (dB) If all conditions precedent The Deposit shall be remitted to Escrow Agent by cashier’s check, subject to clearance, or wire transfer of immediately available federal funds. The Deposit shall be held by Escrow Agent in a non-interest bearing trust account. Escrow Agent shall hold the Deposit pursuant to the obligations terms of Seller this Section 2.02 and Article X of this Agreement, subject only to mutually agreed upon written modifications executed by the parties hereto. (C) Following the expiration of the Investigation Period, the Deposit, to the extent paid, shall be non-refundable to Buyer except (i) in the event any of the Conditions Precedent set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches 7.05 of this Agreement have not been satisfied or waived by Buyer in any respect prior to writing on or before Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) in the event of a default by Seller hereunder. At Closing Buyer shall have receive a credit against the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy Purchase Price in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return amount of the Deposit.

Deposit. On the Execution Date, Purchaser shall deliver to the Title Company’s escrow account good funds in the amount of Fifty Thousand and No/100 Dollars (a) Concurrently with $50,000.00). On the execution 14th day following the Execution Date, if Purchaser has not elected to terminate this Agreement pursuant to Section 3.5, the Title Company shall immediately pay to Seller from such escrowed funds Ten Thousand and No/100 Dollars ($10,000.00), which shall not be refundable to Purchaser, except as set forth in Article VII and Section 9.1. On the 30th day following the Execution Date, if Purchaser has not elected to terminate this Agreement pursuant to Section 3.5, the Title Company shall immediately pay to Seller from such escrowed funds an additional Ten Thousand and No/100 Dollars ($10,000.00), which shall not be refundable to Purchaser, except as set forth in Article VII and Section 9.1. Upon expiration of the Inspection Period, if Purchaser has not elected to terminate this Agreement pursuant to Section 3.5, the Title Company shall immediately pay to Seller from such escrowed funds the remaining Thirty Thousand and No/100 Dollars ($30,000.00), plus all accrued interest, which shall not be refundable to Purchaser, except as set forth in Article VII and Section 9.1. Title Company shall hold such sums in escrow for the benefit of Purchaser and Seller pursuant to the terms of this Agreement in an FDIC-insured interest-bearing account. Failure by Purchaser to timely pay such sum to the Title Company or any action by Purchaser to prevent or delay release of such funds from the Title Company to Seller shall constitute a default of this Agreement by Buyer Purchaser without further action or notice and Sellerthis Agreement shall terminate, Buyer except for the Surviving Obligations, which shall deliver survive in any event. All sums paid to the Title Company and/or released by the Title Company to Seller in immediately available funds a performance guarantee deposit in an amount equal pursuant to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (this subsection 2.2(a), together with all interest earned thereon, shall be referred to as the “Deposit.”) in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. Section 3.1.2 of the Purchase Agreement is hereby deleted in its entirety. Notwithstanding anything in the Purchase Agreement to the contrary, the following provisions shall apply with respect to the Deposit: (a) Concurrently with From and after the execution of this Agreement by Buyer date hereof, the Initial Deposit shall be non-refundable to Purchaser and Seller, Buyer shall deliver be either (i) applied to the Purchase Price at Closing or (ii) delivered to Seller in immediately available funds the event of any termination of the Purchase Agreement, except in the event of a performance guarantee deposit in an amount equal termination of the Purchase Agreement due to: (1) a default by Seller that is not cured pursuant to Thirty Three Million Five Hundred Thousand Dollars the applicable notice and cure period under Section 10.2 of the Purchase Agreement; ($33,500,000.002) (the “Deposit”) a casualty in accordance with wire transfer instructions provided by Seller the terms of Section 6.1 of the Purchase Agreement; (3) a condemnation in accordance with the terms of Section 6.2 of the Purchase Agreement; (4) a Material Adverse Change in accordance with the terms of Section 7.2.4 of the Purchase Agreement; (5) the failure of the Title Company to Buyerissue the Title Policy in accordance with Section 5.4 of the Purchase Agreement; (6) a New Exception and a New Objection which is neither cured nor insured over in accordance with Section 5(b) below; or (7) the failure of one or more of the Closing Conditions to be satisfied in accordance with the terms of Section 6(a) below or the Purchase Agreement, as applicable, and, in the event of any such termination, the Deposit shall be returned to Purchaser (termination on account of any of the events described in items (1), (2), (3), (4), (5), (6) and (7) above is referred to as a “Deposit Refundability Termination”). (b) Subject to No later than two (2) Business Days after the proviso set forth in Section 11.01date on which both the Estoppel Condition (as amended hereby) and the Lease Amendments Condition have been satisfied, if this Agreement is terminated by Seller Purchaser shall deposit with Escrow Agent the Additional Deposit, which Additional Deposit (together with the Initial Deposit pursuant to Section 11.01(bsubsection (a) and Seller does not waive the above) shall be non-satisfaction of any conditions refundable to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy Purchaser and shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that either (i) Seller’s actual damages upon applied to the Purchase Price at Closing or (ii) delivered to Seller in the event of any termination of the Purchase Agreement, except in the event of a Deposit Refundability Termination, and, in the event of any such a termination are difficult to ascertain with any certaintyDeposit Refundability Termination, (ii) the Deposit is a reasonable estimate of such actual damages, and (iiiincluding the Additional Deposit) such liquidated damages do not constitute a penaltyshall be returned to Purchaser. (c) Subject In the event that Closing shall occur, the Deposit shall be applied to the proviso set forth Purchase Price at Closing. In the event of a termination of the Purchase Agreement by either Seller or Purchaser in Section 11.01accordance with the Purchase Agreement as amended hereby, if this Agreement Escrow Agent is terminated (i) by Buyer authorized and is hereby directed to deliver the Deposit to the party hereto entitled to same pursuant to the terms hereof on or before the second (2nd) Business Day following written demand from such party entitled thereto, such written demand to be sent to Escrow Agent and the other party hereto in accordance with the notice provisions of Section 11.01(c) 12.10 of the Purchase Agreement. In the event that Escrow Agent incurs any attorneys’ fees and Buyer does not waive costs in connection with a dispute between Purchaser and Seller hereunder, such costs shall be paid by the non-satisfaction of any conditions to Closing set forth prevailing party in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereindispute. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit.

Deposit. Within two (a2) Concurrently with business days following the execution Effective Date, as defined in Section 16.4 of this Agreement by Buyer and Selleras a condition precedent to the formation of this Agreement, Buyer Purchaser shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand and No/100 Dollars ($33,500,000.00500,000.00) (the “Initial Deposit”) with Chicago Title Insurance Company, Suite 1700, 0000 Xxxxx Xxxxxx, Dallas, Texas 75201, Attention: Xxxxx Xxxxxx (“Escrow Agent” and “Title Company”) in accordance with wire transfer instructions immediately available federal funds, the receipt of which is hereby acknowledged by Escrow Agent’s execution hereof. If Purchaser shall fail to deposit the Initial Deposit within the time period provided by for above, Seller to Buyer. (b) Subject may at any time prior to the proviso set forth deposit of the Initial Deposit, terminate this Agreement by written notice to Purchaser and Escrow Agent, in Section 11.01which case this Agreement shall be null and void ab initio and in such event Escrow Agent shall immediately deliver to Seller all copies of this Agreement in its possession, if and thereafter neither party shall have any further rights or obligations to the other hereunder, except for the Surviving Termination Obligations (as hereinafter defined). Unless this Agreement is terminated by Seller pursuant to Section 11.01(b6.3 herein, Purchaser shall deposit with the Title Company within two (2) business days following the expiration of the Title Review Period, as hereinafter defined, the amount of Five Hundred Thousand and Seller does not waive No/100 Dollars ($500,000.00) in immediately available federal funds (the non-satisfaction “Additional Deposit”). Upon receipt of any conditions to Closing set forth the Additional Deposit, the entire Deposit shall, except as expressly provided in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and be completely non-refundable. If Purchaser shall fail to deposit the Additional Deposit within the time period provided for above, Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject at anytime prior to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return deposit of the Deposit in accordance with this AgreementAdditional Deposit, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of terminate this Agreement by Buyerwritten notice to Purchaser and Escrow Agent, Buyer whereupon the Initial Deposit and all interest earned thereon shall be deemed returned to have waived all legal Purchaser and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited null and void and thereafter neither party shall have any further rights or obligations to the prompt return other hereunder, except for the Surviving Termination Obligations. The Initial Deposit and the Additional Deposit, together with all interest accrued for each of the same, shall be collectively referred to herein as the “Deposit”.

Deposit. (a) Concurrently Contemporaneously with or prior to the execution of this Agreement by Buyer and SellerAgreement, Buyer shall deliver to Seller in will deposit by wire transfer of immediately available funds a performance guarantee deposit in with the Escrow Agent an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) 10% of the Base Purchase Price (the “Deposit”) ). The Deposit will be held by the Escrow Agent in a segregated interest-bearing escrow account in accordance with wire transfer instructions provided by the terms of the Escrow Agreement. If Closing occurs, the Deposit (and all interest earned thereon) will be applied toward the Purchase Price and released to Seller to Buyerat Closing. (b) Subject to the proviso set forth in Section 11.01, if If Seller terminates this Agreement is terminated by Seller pursuant to Section 11.01(b11.3(a) and Seller or Section 11.3(c), and, in either case, Buyer does not waive also have the non-satisfaction right at that time to terminate this Agreement pursuant to Section 11.3(a), Section 11.3(b) or Section 11.3(e), then Seller will be entitled to receive the Deposit (including all interest earned thereon), free of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and claims by Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltyrespect thereto. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated If (i) by Buyer terminates this Agreement pursuant to Section 11.01(c11.3(a), Section 11.3(b) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or Section 11.3(e); (ii) by Buyer or Seller terminates this Agreement pursuant to Section 11.01(a11.3(a) or Section 11.3(c), and, in either case, Buyer has the right at that time to terminate this Agreement pursuant to Section 11.3(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), 11.3(b) or Section 13.03(c11.3(e); or (iii) either Party terminates this Agreement pursuant to Section 11.3(d) or the Parties mutually agree to terminate this Agreement pursuant to Section 11.3(f), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to will be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited entitled to the prompt return of the DepositDeposit (including all interest earned thereon), free of any claims by Seller with respect thereto. (d) Seller and Buyer agree to timely provide a joint instruction notice to the Escrow Agent regarding the disposition of the Deposit (including all interest earned thereon) in accordance with this Section 3.4.

Deposit. (a) Concurrently As security for (i) the faithful observance and performance by the Manager of all the terms, covenants and conditions of this Agreements to be observed and performed by the Manager, including, without limitation, the payment of the Owner’s Percentage Priority and the Residual Distribution pursuant to this Agreement, and (ii) the payment to Owner on the first day each month of the installment of Owner’s Priority for such month regardless of the inadequacy of the Gross Revenues or Operating Profit for any month for such purpose (all of the foregoing, collectively, the “Secured Obligations”), Manager has deposited with Owner simultaneously with the execution and delivery hereof the sum of this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Sixteen Million Five Eight Hundred Seventy Two Thousand Dollars ($33,500,000.0016,872,000) (as the same may be drawn down and replenished from time to time pursuant to this Agreement, the “Deposit”). The Owner shall have the option to elect, in its sole discretion, whether and when to apply funds from the Deposit with respect to any of the Secured Obligations; provided however, Owner shall not apply the Deposit to any Secured Obligation for which the Guarantor is responsible under the Guaranty unless (a) the Guarantor shall have failed to pay any amount due under the Guaranty for a period of five (5) days after notice or (b) an event described in accordance Sections 17.1(a), 17.1(b) or 17.1(c) shall have occurred with wire transfer instructions provided by Seller respect to Buyerthe Guarantor. (b) Subject Upon the expiration of the Term, provided, there is then no uncured Manager Default, the Owner shall return the outstanding balance of the Deposit to the proviso set forth in Section 11.01Manager. In addition, if this Agreement the Term is terminated duly extended by Seller Manager beyond the Initial Term, on not less than two (2) years’ prior notice from the Manager to Owner, Owner shall return the outstanding balance of the Deposit to Manager upon the expiration of the Initial Term or the first Renewal Term and its receipt and approval of the statements required to be delivered pursuant to Section 11.01(b8.1(c) and Seller does not waive for the non-satisfaction last four (4) calendar years of any conditions to Closing set forth in ARTICLE 8the Initial Term or the Renewal Term, Seller shall retain the Deposit as liquidated damagesapplicable, which remedy approval shall not be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreementunreasonably withheld, and Seller expressly waives any and all other remedies, legal conditioned or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that delayed provided that: (i) Seller’s actual damages upon there is the event of such a termination are difficult to ascertain with any certainty, no uncured Manager Default; (ii) each installment of Owner’s Priority for every month during the Deposit is a reasonable estimate of such actual damagesInitial Term and, and if applicable, the first Renewal Term, shall have been paid together with any interest accrued thereon; (iii) such liquidated damages do the Priority Coverage Ratio for all of the Hotels in the aggregate for each of the four calendar years prior to the expiration of the Initial Term or first Renewal Term, as applicable, shall be not constitute a penalty.less than 1.3; and (iv) the Owner’s Priority shall be increased by an amount equal to the aggregate sum of all of the Hotels’ Adjustments to Owner’s Priority set forth on Exhibit C. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return Owner may commingle the Deposit to Buyer in immediately available with its other funds pursuant to wire transfer instructions to and any interest earned on account of the Deposit shall be provided timely by Buyer to Seller within three (3) business days after for the event giving rise to such return obligation. Buyer and Seller shall thereupon have benefit of the rights and obligations set forth elsewhere hereinOwner. (d) If all conditions precedent to HPT’s credit rating as of the obligations day that is twelve (12) months before the end of Seller set forth the Term from the Rating Agencies (as defined in ARTICLE 8 have been metthe Guarantee) shall be less than BBB-/Baa 3, then notwithstanding any provision in this Section 2.02 during the last twelve (12) months of the Term, provided there is at all times thereafter no uncured Manager Default, Manager shall be entitled to reduce the contrarymonthly installments of Owner’s Priority payable by Manager for each of the last twelve (12) months of the Term, if Closing does not occur because Seller wrongfully fails by an amount equal to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either one-twelfth (i1/12th) Seller shall return of the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return then remaining balance of the Deposit in accordance with this Agreementand, or (ii) Buyer shall have the right to pursue specific performance of this Agreementif Manager makes such election, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer Owner shall be deemed entitled to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach retain a portion of this Agreement shall be limited the Deposit equal to the prompt return of amount by which the DepositOwner’s Property is so reduced in the aggregate.

Deposit. (a) Concurrently with On the execution of this Agreement by Buyer and Sellerdate hereof, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Three Hundred Seventy Five Hundred Thousand United States Dollars ($33,500,000.003,375,000) (such amount, including the interest accrued thereon and any additional funds deposited by Buyer with the Escrow Agent pursuant to Section 4.1, the “Deposit”) in accordance with wire transfer instructions provided Sxxxxxx Title Guaranty Company, (the “Escrow Agent”) pursuant to an escrow agreement dated as of the date hereof and attached hereto as Exhibit A (the “Deposit Escrow Agreement”) executed and delivered by Seller, Buyer and the Escrow Agent. At the Closing, the Deposit shall be credited against the Purchase Price and the Deposit shall be promptly released and paid by the Escrow Agent to Seller pursuant to Buyerthis Section 2.2(a) and the terms of the Deposit Escrow Agreement. Upon the termination of this Agreement, the Deposit shall be payable pursuant to Section 9.3 hereof, and thereafter shall be promptly released by the Escrow Agent to Buyer or Seller, as applicable, pursuant to Section 9.3 hereof and the terms of the Deposit Escrow Agreement. (b) Subject 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 proviso set forth Escrow Agent or the parties hereto in Section 11.01order to consummate the purchase and sale contemplated herein, if or otherwise to distribute and pay the funds held in escrow as provided in this Agreement is terminated by Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be Escrow Agreement; provided that such escrow instructions are consistent with the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach terms of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunderthe Deposit Escrow Agreement. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon In the event of such a termination are difficult to ascertain with any certainty, (ii) inconsistency between the Deposit is a reasonable estimate terms and provisions of such actual damages, supplemental escrow instructions and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) terms and Buyer does not waive the non-satisfaction provisions of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have any inconsistency between the right to pursue specific performance terms and provisions of the Deposit Escrow Agreement and the terms and provisions of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole the terms and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach provisions of this Agreement shall be limited control, absent an express written agreement between the parties hereto to the prompt return of the Depositcontrary which acknowledges this Section 2.2(b).

Deposit. 3.1 The Deposit shall be delivered in trust to the Broker as follows: 3.2 A photocopy of the Deposit cheque shall accompany this Contract. 3.3 The Deposit shall be held in trust for both the Seller and the Buyer and shall be: (a) Concurrently with returned forthwith to the execution of Buyer if this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyer.Contract is not accepted; (b) Subject returned forthwith to the proviso set forth in Buyer if a condition is not satisfied or waived (as per Section 11.01, if this Agreement is terminated by 4) or the Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure fails to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty.Contract; and (c) Subject paid to the proviso set forth in Section 11.01, Seller if this Agreement Contract is terminated (i) by accepted and all conditions are satisfied or waived and credited to the Purchase Price if the Buyer pursuant performs on this Contract and forfeited to Section 11.01(c) the Seller if the Buyer fails to perform on this Contract. 3.4 No interest on the Deposit shall be paid to the Seller or the Buyer. 3.5 The Brokerage holding the Deposit is further directed and Buyer does not waive the non-satisfaction of any conditions authorized to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return pay the Deposit to the Seller if this Contract is accepted and all conditions are satisfied and waived. 3.6 If there is a dispute between the Seller and the Buyer as to entitlement to the Deposit: (a) the Brokerage holding the Deposit shall review the circumstances, determine entitlement and pay the money to the party who is entitled to the Deposit; (b) if no reasonable conclusion can be made in immediately available funds pursuant regard to wire transfer instructions (a) above, the Brokerage shall notify the parties to be provided timely by Buyer the Contract in writing and shall pay the money into a lawyer’s trust account; (c) the parties agree to Seller within three (3) business days after allow the event giving rise lawyer and/or Brokerage to such return obligation. Buyer deduct from the Deposit a reasonable fee and Seller shall thereupon have costs incurred for dealing with the rights and obligations set forth elsewhere herein.Deposit; and (d) If all conditions precedent the Brokerage and/or lawyer acting in good faith under this section 3.6 shall not be liable to either party for any damages associated with the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return handling of the Deposit except arising from the negligence of the Brokerage or lawyer. 3.7 In the event that the Brokerage holding the trust funds ceases to be licensed in accordance with this Agreementreal estate, or (ii) the Buyer shall have and Seller agree to allow the right trust funds to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited transferred to the prompt return of brokerage representing the Depositother party.

Deposit. (a) Concurrently with On the execution of this Agreement by Buyer Asset Transfer Date, the Purchaser will pay to the Vendor and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) Escrow Agent the Deposit in accordance with wire transfer instructions provided by Seller to BuyerSection 2.3(a) and this Section 2.5. (b) Subject to The Parties agree that, notwithstanding any termination of the proviso set forth Agreement, the Deposit will be dealt with in Section 11.01, accordance with the following terms: (1) if the purchase and sale contemplated by this Agreement is terminated duly completed, the Deposit will be credited on account of the Purchase Price; (2) if the purchase and sale contemplated by Seller pursuant to Section 11.01(b) and Seller does this Agreement is not waive completed as a result of the non-satisfaction fulfilment of any conditions to Closing a condition set forth out in ARTICLE 8Section 6 which has not been waived in full by the Purchaser and/or the Vendor, Seller shall retain as applicable, then the Deposit as liquidated damageswill be immediately returned by the Vendor to the Purchaser within ten Business Days of a demand by the Purchaser for repayment at any time after the Outside Date; (3) if, which remedy shall be following the sole fulfilment or waiver of all of the conditions set out in Section 6, the Vendor fails to complete the purchase and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under sale contemplated by this Agreement, then the Deposit will be immediately returned to the Purchaser within ten Business Days of a demand by the Purchaser for repayment at any time after the Closing Date, without prejudice to any other rights or remedies of the Purchaser whether at law or in equity; and (4) if, following the fulfilment or waiver of all of the conditions set out in Section 6, the Purchaser fails to complete the purchase and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of sale contemplated by this Agreement or failure or refusal on the Closing Date, then the Deposit will be immediately forfeited to close and Buyer shall have no the Vendor as liquidated damages without any further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon to the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penaltyPurchaser. (c) Subject As security for the Vendor’s obligation to repay the Deposit pursuant to Sections 2.5(b)(2) and 2.5(b)(3): (1) the Purchaser will deliver to the proviso set forth in Section 11.01Escrow Agent, if on the Asset Transfer Date, one- half of the Deposit (the “Deposit Collateral Funds”). The Deposit Collateral Funds will be held by the Escrow Agent and released: (A) to the Vendor upon the Escrow Agent receiving, at any time on or before the Outside Date, written evidence from either the Vendor or the Purchaser of the consent of the Minister to the transactions contemplated by this Agreement and e-mail confirmation from authorized representatives of each of the Purchaser and the Vendor that such written evidence is terminated satisfactory to that Party and that all closing deliveries required under this Agreement have been delivered; or (iB) to the Purchaser within three Business Days after the Outside Date. For purposes of clarity, the Parties agree that the above two release triggers represent the only escrow release triggers, will not be disputed and that each Party is acting in good faith to achieve a successful Closing prior to the Outside Date; (2) Parent hereby irrevocably and unconditionally guarantees the re-payment by Buyer the Vendor pursuant to Section 11.01(cSections 2.5(b)(2) and Buyer does not waive 2.5(b)(3) of the nonone-satisfaction half portion of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit that is not secured by the Deposit Collateral Funds. If the Vendor fails to Buyer in re-pay the Deposit when due, Parent will immediately available funds pursuant pay one-half of such Deposit to wire transfer instructions to be provided timely by Buyer to Seller within three the Purchaser; (3) business days Each of the Vendor and the Parent will execute and deliver to the Purchaser general security agreements over all of the present and after acquired personal property of the event giving rise Vendor and the Parent, respectively, in the form attached as Schedule 2.5(c)(3) (the “GSAs”) limited to such return obligation. Buyer the repayment obligation set out in the preceding section, which: (A) in the case of the GSA encumbering the Parent’s assets, will rank subordinate to all security held by the Parent’s Institutional Lender from time to time; and (B) in the case of the GSA encumbering the Vendor’s assets, will rank subordinate to all security held by the Purchaser’s existing lender, CIBC, provided that the Parent and Seller shall thereupon the Vendor will have the rights and obligations set forth elsewhere hereinright to substitute at any time a letter of credit or other cash deposit equal in value to the repayment guaranteed by the Parent under section 2.5(c)(2) in which case the GSAs will be discharged; and (4) in connection with the GSA encumbering the Parent’s assets, at the request of the Vendor or Parent, from time to time, the Purchaser will enter into a subordination agreement with the Parent’s Institutional Lender in a form containing commercially reasonable terms (which will include a standstill period of no longer than 45 days), pursuant to which the Purchaser will agree to subordinate its security under the GSA to any security granted by the Parent to the Parent’s Institutional Lender. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return Purchaser demands repayment of the Deposit in accordance with this AgreementSection 2.5(b)(2) or 2.5(b)(3) and the Vendor fails to repay the Deposit to the Purchaser within ten Business Days of such demand for repayment, or then the Deposit will automatically convert to a loan from the Purchaser to the Vendor in the aggregate principal amount equal to the total Deposit at the time of such conversion (iiexcluding any portion thereof that has been repaid by the Vendor, including any repayment resulting from the release by the Escrow Agent of the Deposit Collateral Funds to the Purchaser) Buyer shall have plus an amount equal to 7% of the right to pursue specific performance total Deposit at the time of this Agreementsuch conversion (the “Loan”), provided that Buyer must file an action which Loan will be evidenced by a promissory note in the form set out in Schedule 2.5(d) (the “Promissory Note”). The Loan will accrue interest at the rate of 7% per annum, compounded monthly. The principal amount of the Loan, and all accrued interest thereon, will be payable ten Business Days after a demand for specific performance within twentyrepayment made by the Purchaser. Parent hereby irrevocably and unconditionally guarantees the re-one (21) days payment of Seller’s Breach. If Buyer elects to pursue specific performancethe Loan by the Vendor, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If if such action for specific performance amount is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement paid by Buyer, Buyer shall the Vendor when due. The Loan will be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to secured by the prompt return of the DepositGSA.

Deposit. (a) Concurrently with the Upon execution of this Agreement by Buyer and Sellerall parties, Buyer USSC shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Four Million Five Seven Hundred Thousand Dollars ($33,500,000.004,700,000.00) (the “"Deposit”") with the Escrow Agent, pursuant to the Deposit Escrow Agreement. The Deposit shall be held by the Escrow Agent and invested in a money market account or other investment in accordance with wire transfer instructions provided the Deposit Escrow Agreement. The regular fees and expenses of the Escrow Agent shall be borne equally by Seller USSC, on the one hand, and by the Shareholders, on the other hand. The Deposit will be held and applied by the Escrow Agent as follows: (a) If there is a Closing, the Deposit (with accrued interest) shall be applied to Buyerthe payments due from USSC to the Shareholders on Closing. (b) Subject The Deposit shall be paid to USSC in accordance with the proviso set forth in Section 11.01, Deposit Escrow Agreement (1) if USSC terminates this Agreement is terminated by Seller pursuant to Section 11.01(b8.01(ii), (iii) and Seller does not waive or (iv), (2) if the non-satisfaction of any Shareholders terminate this Agreement pursuant to Section 8.01(iii), or (3) if (i) the conditions to Closing set forth in ARTICLE 8, Seller shall retain Section 7.02 are satisfied in all material respects on or before the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certaintyScheduled Closing Date, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 Section 7.03 are satisfied on or before the Scheduled Closing Date, and (iii) any one or more of SDI and either Shareholder fails to proceed with the Closing on the Scheduled Closing Date. (c) The Deposit shall be paid to the Shareholders in accordance with the Deposit Escrow Agreement (1) if the Shareholders terminate this Agreement pursuant to Section 8.01(v) or (2) if (i) the conditions to Closing set forth in Section 7.01 are satisfied in all material respects on or before the Scheduled Closing Date, (ii) the conditions to Closing set forth in Section 7.03 are satisfied on or before the Scheduled Closing Date , and (iii) USSC or USSC Transitory Sub fails to proceed with the Closing. Such payments to the Shareholders shall be deemed liquidated damages sustained by Buyer the Shareholders and shall not be deemed a penalty or Seller pursuant forfeiture, the parties having agreed that the exact amount of damages sustained by the Shareholders are difficult, impractical and speculative to determine. The Shareholders acknowledge and agree that the provisions of this Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), 2.05(c) shall provide the sole and exclusive recourse of the Shareholders with respect to any claims or Section 13.03(c), then Seller shall promptly return rights against USSC because of USSC's or USSC Transitory Sub's failure or inability for any reason to proceed with the Deposit Closing on or before the Outside Date. USSC acknowledges and agrees that the liquidated damages amount is reasonably proportionate to Buyer in immediately available funds pursuant the damages to wire transfer instructions the Shareholders which would be caused by a failure to be provided timely by Buyer to Seller within three (3) business days after consummate the event giving rise transactions contemplated hereby due to such return obligation. Buyer termination or failure by USSC or USSC Transitory Sub to proceed and Seller shall thereupon have are reasonable under the rights and obligations set forth elsewhere hereincircumstances existing as of the date of this Agreement. (d) If all conditions precedent this Agreement is terminated pursuant to Section 8.01(i), the Deposit (with accrued interest) shall be refunded to USSC or paid to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this AgreementShareholders, or (ii) Buyer shall have in part to each, as USSC and the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositShareholders determine.

Deposit. (a) Concurrently with Within five (5) Business Days after the execution of this Agreement by Buyer Seller and SellerBuyer, Buyer shall deliver tender to Seller ten percent (10%) of the Purchase Price in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) U.S. currency (the “Deposit”) ). If payment of the Deposit is tendered by cashier’s check drawn on a United States of America banking institution, said funds shall be mailed via certified U.S. Mail to Seller at the address provided in accordance with Section 13.05, or in cash by wire transfer instructions provided of immediately available funds to the account specified in writing by Seller. The Deposit shall be held by Seller subject to Buyerthe terms of this Agreement. (b) Subject If all conditions precedent to the proviso obligations of Buyer set forth in Section 11.018.02 have been met (or Seller is ready, if willing and able to immediately satisfy such conditions) and the Closing does not occur on or before the June 20, 2005, because of the failure of Buyer to perform any of its obligations hereunder, except where such failure is otherwise permitted under this Agreement, then in such event, Seller shall have the option to terminate this Agreement is terminated by Seller pursuant upon written notice to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth Buyer, in ARTICLE 8, which case Seller shall retain the Deposit as liquidated damagesDeposit, which and such remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, . The Parties agree in advance that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are would be difficult to ascertain with any certainty, (ii) the Deposit and that such termination fee is a reasonable estimate of such actual damages, fair and (iii) such liquidated equitable amount to be paid by Buyer to reimburse Seller for damages do not constitute a penaltysustained due to the failure to close this transaction. (c) Subject to In the proviso event (i) this Agreement is terminated by the mutual written agreement of Buyer and Seller, or (ii) the Closing does not occur on or before June 20, 2005, for any reason other than as set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c3.05(b), then Seller shall promptly return wire transfer the Deposit (without interest) to Buyer to an account designated in immediately available funds pursuant to wire transfer instructions to be provided timely writing by Buyer to Seller within three five (35) business days Business Days after the applicable event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereindescribed in clause (i) or (ii). (d) If all conditions precedent to if the obligations of Seller set forth in ARTICLE 8 have been metClosing occurs, then notwithstanding any provision in this Section 2.02 the Deposit paid to Seller shall be retained by Seller and the contrary, if Closing does not occur because Purchase Price payable to Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach reduced by the amount of this Agreement shall be limited to the prompt return of the such Deposit.

Deposit. Optionee has delivered to Escrow Holder (aas that term is hereinafter defined) Concurrently with a check in the execution amount of this Agreement by Buyer TWENTY FIVE THOUSAND and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand NO/100 Dollars ($33,500,000.0025,000.00) (the “aforesaid amount together with all interest earned thereon as hereinafter provided for, called collectively the "Deposit”) "). The proceeds of the aforesaid check and all subsequent increases in the Deposit shall be promptly deposited by Escrow Holder into an interest bearing account and shall be disbursed by Escrow Holder in accordance with wire transfer instructions provided by Seller to Buyer. (b) Subject the terms and provisions of this Agreement. All deposits shall be applicable to the proviso set forth in Section 11.01purchase price. If the Optionor obtains a closure letter for the existing environmental condition of the property from the California Regional Water Quality Control Board, if this Agreement is terminated by Seller pursuant North Coast Region indicating that all contamination issues have been remediated no later than October 1, 2005 and Optionor timely exercises its right to Section 11.01(b) and Seller does not waive require Optionee to purchase the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure to perform its obligations under this Agreement, and Seller expressly waives any and all other remedies, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) the Deposit is a reasonable estimate of such actual damages, and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c)Property, then Seller if Optionee elects to purchase the Property, the Optionee shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) 3 business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand said document(s) deliver an additional check to the Escrow Holder in the amount of TWO HUNDRED AND TWENTY FIVE THOUSAND and NO/100 Dollars ($225,000.00), which amount, together with monies previously delivered to the Escrow Holder, including interest earned thereon, to be referred to collectively as the "Deposit" for a total deposit of TWO HUNDRED AND FIFTY THOUSAND and NO/100 Dollars ($250,000.00)and shall become non refundable to the return benefit of the Optionor, subject to Liquidated Damages as per Section 16.a. and applicable to the purchase price. In the event Optionor has satisfied the foregoing conditions and Optionee fails to purchase the Property, whether Optionee has deposited the additional Deposit in accordance with this Agreementor not, or (ii) Buyer Optionor shall have the right to pursue specific performance of this Agreementterminate the lease, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy described in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the DepositWHEREAS clauses above.

Deposit. (a) Concurrently with The Escrow Agent shall deposit the execution Deposit in an interest- ------- bearing money-market account, and the Buyer shall pay any income taxes on such interest. The provisions of Exhibit A, entitled "Escrow Agent Protective Provisions" and attached to this Agreement, are incorporated into this Agreement, and the Seller and the Buyer agree that the Escrow Agent shall have the benefit of such provisions. Without limiting the generality of the immediately preceding sentence, in the event of any apparent conflict between the duties of the Escrow Agent under the body of this Agreement by Buyer and Sellerthe provisions of said Exhibit A, Buyer the provisions of said Exhibit A shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions provided by Seller to Buyercontrol. (b) Subject If (i) the Buyer exercises its right to the proviso set forth in Section 11.01, if terminate this Agreement is terminated by under Section 4.4 of this Agreement or (ii) at the Closing, the Buyer tenders the Closing Payment but the Seller pursuant to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages, which remedy shall be the sole and exclusive remedy available to Seller for Buyer’s failure fails to perform its obligations under set forth in Sections 1.2 4.1, 4.2, 4.4 and 5.2 of this Agreement, and Seller expressly waives any then the Escrow Agent shall return to the Buyer the Deposit and all other remediesaccrued interest on the Deposit. Subject to the terms and conditions of the immediately preceding sentence, legal if the Buyer otherwise fails to purchase the Property for any reason (or equitableno reason) at the Closing, that it otherwise may have for the Escrow Agent shall pay to the Seller the Deposit and all accrued interest on the Deposit. Upon the acceptance and, as appropriate, recordation of the Conveyance Documents (as defined in Section 5.2), the Escrow Agent shall pay the Deposit to the Seller, and the Escrow Agent shall pay all accrued interest on the Deposit to the Buyer’s breach . In the event of this Agreement or failure or refusal to close and Buyer a dispute concerning the disposition of the Deposit, the Escrow Agent shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that dispose of the Deposit only in accordance with (i) Seller’s actual damages upon a written direction signed by both the event of such a termination are difficult to ascertain with any certainty, Seller and the Buyer or (ii) the Deposit is a reasonable estimate final order of such actual damagescourt of competent jurisdiction, and or (iii) such liquidated damages do not constitute a penaltyas provided in Exhibit A attached to, and incorporated into, this Agreement. (c) Subject to The Seller shall pay any fees charged, and any reasonable out-of- pocket expenses incurred, by the proviso set forth Escrow Agent in connection with the performance of its duties under this Section 11.012.2, if this Agreement is terminated except for any such expenses incurred in connection with any such dispute concerning the disposition of the Deposit. In the event of any such dispute, the Escrow Agent shall be reimbursed for its reasonable out-of- pocket expenses incurred in connection with such dispute and any settlement of such dispute either (i) by as the Seller and the Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of may mutually agree in connection with any conditions to Closing set forth in ARTICLE 9 such settlement or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere herein. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit resolution of such dispute by a final order, decree or judgment by a court of competent jurisdiction, by the unsuccessful party in accordance with this Agreementthe legal action resulting in such order, decree or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Depositjudgment.

Deposit. Purchaser has deposited as a good faith deposit $5 million (athe "Deposit") Concurrently with CoreStates Bank, N.A. (the execution "Deposit Escrow Agent"), to be held, invested and disbursed pursuant to the terms of the Deposit Escrow Agreement substantially in the form of EXHIBIT C attached hereto (the "Deposit Escrow Agreement"). If the Closing occurs, then the Deposit and all earnings on the deposit shall be paid to Sellers pursuant to the Deposit Escrow Agreement and the full amount of the Deposit and the earnings thereon shall be credited against and deducted from the Purchase Price to be paid at the closing by Purchaser for the Assets. If Sellers terminate this Agreement by Buyer and Seller, Buyer shall deliver to Seller in immediately available funds a performance guarantee deposit in an amount equal to Thirty Three Million Five Hundred Thousand Dollars ($33,500,000.00) (the “Deposit”) in accordance with wire transfer instructions the provisions of Section 15.02(d), and provided by Seller at the time of such termination Sellers are not then in breach of any of their representations, warranties, covenants or agrements to Buyer. (b) Subject such an extent the Sellers' breaches, in the aggregate, would reasonably be expected to have a Material Adverse Effect and the proviso conditions set forth in Section 11.01Sections 10.04 (only FCC and Xxxx-Xxxxx-Xxxxxx Act consents), if 10.06 (provided that the applicable period shall be from August 31, 1996 through the date of termination of this Agreement is terminated by Seller pursuant Agreement), 10.09 and 10.10 shall have been satisfied, then Sellers shall be entitled to Section 11.01(b) and Seller does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 8, Seller shall retain the Deposit as liquidated damages (the "Liquidated Damages Amount") without the necessity for proof by Sellers of actual damages, which remedy shall be the damages that Sellers would sustain as a result of such termination. Notwithstanding anything else set forth in this Section 5.02, Sellers' sole and exclusive remedy available to Seller recourse for Buyer’s failure to perform its Purchaser's or Xxxxxx'x breach of their representations or obligations under this Agreement prior to Closing shall only be to receive an amount of $5 million. In any other case if the Closing does not occur, then, pursuant to the Deposit Escrow Agreement, and Seller expressly waives any the Deposit and all other remediesearnings thereon shall be paid to Purchaser. All determinations of breach and satisfaction of conditions shall be made, legal or equitable, that it otherwise may have for Buyer’s breach of this Agreement or failure or refusal to close and Buyer shall have no further liability or obligation hereunder. Buyer and Seller acknowledge and agree that (i) Seller’s actual damages upon the event of such a termination are difficult to ascertain with any certainty, (ii) all payments by the Deposit is a reasonable estimate of such actual damagesEscrow Agent shall be made, in accordance with the procedures and (iii) such liquidated damages do not constitute a penalty. (c) Subject to the proviso other provisions set forth in Section 11.01, if this Agreement is terminated (i) by Buyer pursuant to Section 11.01(c) and Buyer does not waive the non-satisfaction of any conditions to Closing set forth in ARTICLE 9 or (ii) by Buyer or Seller pursuant to Section 11.01(a), Section 11.01(d), Section 11.01(e), Section 11.01(f), Section 11.01(g), Section 11.01(h), or Section 13.03(c), then Seller shall promptly return the Deposit to Buyer in immediately available funds pursuant to wire transfer instructions to be provided timely by Buyer to Seller within three (3) business days after the event giving rise to such return obligation. Buyer and Seller shall thereupon have the rights and obligations set forth elsewhere hereinEscrow Agreement. (d) If all conditions precedent to the obligations of Seller set forth in ARTICLE 8 have been met, then notwithstanding any provision in this Section 2.02 to the contrary, if Closing does not occur because Seller wrongfully fails to tender performance at Closing or otherwise Breaches this Agreement in any respect prior to Closing, and Buyer is ready and otherwise able to close, at Buyer’s sole election, either (i) Seller shall return the Deposit to Buyer within three (3) business days after its receipt of Buyer’s written demand for the return of the Deposit in accordance with this Agreement, or (ii) Buyer shall have the right to pursue specific performance of this Agreement, provided that Buyer must file an action for specific performance within twenty-one (21) days of Seller’s Breach. If Buyer elects to pursue specific performance, Buyer must pursue specific performance as its sole and exclusive remedy in lieu of all other legal and equitable remedies. If such action for specific performance is not filed within twenty-one (21) days of Seller’s Breach or if Buyer is unsuccessful for any reason other than a Breach of this Agreement by Buyer, Buyer shall be deemed to have waived all legal and equitable remedies and its sole remedy for Seller’s Breach of this Agreement shall be limited to the prompt return of the Deposit."