Common use of Initial Deposit Clause in Contracts

Initial Deposit. Within two (2) business days after the Effective Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if any) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has timely delivered Buyer’s Approval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below), the Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer does not deliver Buyer’s Approval Notice, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half (1/2) of the escrow costs), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Deadline, the Initial Deposit together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 below, or (iii) returned to Buyer (less the Independent Consideration) if the Close of Escrow does not occur, this Agreement is terminated pursuant to Sections 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 16.1.

Initial Deposit. Within two (2) business days after following the Effective Date"Opening of Escrow," as that term is defined in Section 3.1, below, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if any) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer Holder and Seller deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party (or parties) receiving the Deposit (or any portions thereof) pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term Deposit hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening opening of Escrow. Concurrently As consideration for Seller’s agreement to enter into this Agreement, a portion of the Initial Deposit equal to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall become non-refundable immediately upon receipt, except as otherwise provided in this Agreement (such immediately non-refundable portion of the Initial Deposit being the "NR Deposit"). Provided that Buyer has not previously terminated this Agreement pursuant to Section 4.1.4, below, then concurrently with the expiration of the "Property Approval Period and provided Buyer has timely delivered Buyer’s Approval Notice (Period," as those terms are that term is defined in Sections 4.1.1 and Section 4.1.2, respectivelybelow, below), the remainder of the Initial Deposit shall become non-refundable refundable, except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer does not deliver has delivered Buyer’s Approval 's Termination Notice, then this Agreement shall terminate be automatically terminated and (x) Seller shall retain the NR Deposit as earned consideration for Seller entering into this Agreement, and (y) the balance of the 753659.08/XXX000000-00001/4-20-16/pjr/pjr -2- Agreement of Purchase and Sale[20333 South Normandie Avenue][Bridge Acquisition, LLC] Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half (1/2) of the escrow costs)thereon, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Deadlineexpiration of the Property Approval Period, the entirety of the Initial Deposit together with (including the NR Deposit and any interest accrued thereon thereon) shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 16.2, below, or (iii) returned to Buyer if (less the Independent ConsiderationA) if the Close of Escrow does not occur, this Agreement is terminated pursuant to Sections terminated, and the provisions of Section 4.4 or 13Section 11.9 applies, or (B) this Agreement is terminated because of a material breach by Seller in accordance with Section 16.1Seller.

Initial Deposit. Within two (2) business days after following the Effective Date, Buyer Purchaser must deposit with Fidelity National Title Insurance Company of New York, Xxx Xxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, Attention: Xxxx Xxxxxxx, Telephone: (000) 000-0000; Facsimile: (212) 481-1325 ("Escrow Agent") the amount of One Million Five Hundred Thousand and no/100ths Dollars ($1,500,000.00) (the "Escrow Agent Deposit") and (ii) with Seller the amount of Five Hundred Thousand and no/100ths Dollars ($500,000.00) (the "Firm Deposit"). The Escrow Agent Deposit and the Firm Deposit are collectively the "Initial Deposit". This Agreement shall deliver to Escrow Holder automatically terminate if Purchaser does not deposit the Initial Deposit with Escrow Agent and Seller by such date. The Firm Deposit will be considered "firm" and non-refundable to Purchaser except for Purchaser's right to terminate the Agreement upon a default by Seller and receive the entire Deposit in accordance with the provisions of SECTION 12 of this Agreement. Seller agrees to hold, apply and/or disburse the Firm Deposit in accordance with the terms of this Agreement; provided, however, that Seller will have no obligation to invest the Firm Deposit in an interest bearing account or otherwise to pay interest on the Firm Deposit. The Initial Seller may commingle such funds with Seller's own funds. Seller and Purchaser agree to negotiate in good faith to enter into an Xxxxxxx Money Escrow Agreement with Escrow Agent substantially in accordance with the form of such agreement attached hereto as EXHIBIT G. If the transaction contemplated hereby is consummated in accordance with the terms and conditions of this Agreement, the Deposit (as defined in subparagraph (b) below) will be applied to the Purchase Price at Closing. Purchaser may direct Escrow Agent to invest the Escrow Agent Deposit and the Additional Deposit (if anyas defined below) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as by giving notice to Escrow Holder, Buyer Agent and Seller deem appropriate satisfying Escrow Agent's requirements for investing the Escrow Agent Deposit in an interest-bearing account. Any interest earned on the Escrow Agent Deposit will become part of the Escrow Agent Deposit and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and will be paid to the party receiving the Deposit pursuant that becomes entitled to the terms Escrow Agent Deposit. In the event of this Agreementa default by either party, the Escrow Agent Deposit will be disbursed by Escrow Agent, and Buyer and Seller hereby acknowledge that there may the Firm Deposit will be penalties disbursed or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has timely delivered Buyer’s Approval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below), the Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer does not deliver Buyer’s Approval Notice, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half (1/2) of the escrow costs), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Deadline, the Initial Deposit together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 belowSeller, or (iii) returned to Buyer (less the Independent Consideration) if the Close of Escrow does not occur, this Agreement is terminated pursuant to Sections 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 16.112 hereof.

Initial Deposit. Within two five (25) business days after the Effective Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if anyapplicable) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller deem Holder deems appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has timely delivered Buyer’s 's Approval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below)) to Seller and Escrow Holder, the entire Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If If, prior to the expiration of the Property Approval Period Period, Buyer delivers written notice to Seller and Escrow Holder terminating this Agreement or if Buyer does not deliver Buyer’s 's Approval NoticeNotice to Seller and Escrow Holder as provided herein, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.4 2.5 below) and one-half (1/2) of the any escrow cancellation costs), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Deadline, the Initial Deposit together with interest accrued thereon shall be: (i) applied and credited toward payment of the First Closing Purchase Price at on the Close of EscrowFirst Closing Date (as defined in Section 3.2.1 below), or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 below, or (iii) returned to Buyer (less the Independent Consideration) if the Close of Escrow does not occur, this Agreement is terminated pursuant to Sections 3.2.2, 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 16.1, or this Agreement is terminated and otherwise provides for the Deposit to be refunded to Buyer.

Initial Deposit. Within two five (25) business days after the Effective Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if anyapplicable) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller deem Holder deems appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has timely not delivered Buyer’s Approval 's Disapproval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below)) to Seller and Escrow Holder, the entire Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Period, Buyer does not deliver delivers Buyer’s Approval Notice's Disapproval Notice to Seller and Escrow Holder, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half (1/2) of the any escrow cancellation costs), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Deadline, the Initial Deposit together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 below, or (iii) returned to Buyer (less the Independent Consideration) if the Close of Escrow does not occur, this Agreement is terminated pursuant to Sections 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 16.1, or this Agreement is terminated and otherwise provides for the Deposit to be refunded to Buyer.

Initial Deposit. Within two five (25) business days after the Effective Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if any) shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller reasonably deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit pursuant to the terms of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. The term “Deposit” hereunder shall include all interest so earned thereon. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the “Opening of Escrow,” as that term is defined in Section 3.1, below. Concurrently with the expiration of the “Property Approval Period Period” and provided Buyer has timely delivered “Buyer’s Approval Notice (as those terms are defined in Sections 4.1.1 4.1.2 and 4.1.24.1.4, -0- Xxxxxx Realty, L.P. - Purchase Agreement Santa Fe Summit CONFIDENTIAL TREATMENT REQUESTED BY INTUIT INC. respectively, below), the Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer does not has failed to deliver Buyer’s Approval Notice, this Agreement shall terminate be automatically terminated and the Initial DepositDeposit (less the Independent Consideration), together with all interest accrued thereon (but thereon, less the Independent Consideration (as defined in Section 2.4 below) and one-half (1/2( 1⁄2) of the any escrow costs)cancellation fees in accordance with Section 4.4 below, shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency DeadlineDate, the Initial Deposit (less the Independent Consideration) together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 16.2, below, or (iii) returned to Buyer if (less the Independent ConsiderationA) if the Close of Escrow does not occur, this Agreement is terminated pursuant to terminated, and the provisions of Sections 4.4 or 1313 apply, or (B) this Agreement is terminated because of a material breach by Seller in accordance with Section 16.1Seller.

Initial Deposit. Within two (2) business days after On the Effective Closing Date, Buyer shall deliver to Escrow Holder the Initial Deposit. The Initial Deposit and Additional Deposit (if any) shall Borrower will make a Borrowing under the First Lien Credit Agreement in the amount of $300,000,000, the net proceeds of which will be deposited by into a segregated escrow account (the “Escrow Holder Account”). In addition, the Borrower will deposit $19,933,333.33 into the Escrow Interest Reserve Account. Upon satisfaction of the Escrow Release Condition, (i) any amounts remaining in an interest-bearing account at a federally insured institution as the Escrow HolderInterest Reserve Account on the Escrow Release Date will be deposited in the Interest Reserve Account, Buyer and Seller deem appropriate and consistent with (ii) 103% of $50,000,000 of the timing requirements of this Agreement. The interest thereon shall accrue Escrow Property in the Escrow Account will be remitted to the benefit Administrative Agent ($50,000,000 of Buyer and which to be paid applied to the party receiving prepayment of the Deposit outstanding principal of the Tranche B Loans pursuant to Section 2.10(b)(ii) of the Credit Agreement), (iii) and any remaining amounts deposited in the Escrow Account will be released from the Escrow Account and deposited in the First Lien Loan Proceeds Account to be used to fund a portion of Project Costs. On the First Disbursement Date, an amount equal to the Required Interest Reserve (less any amounts deposited into the Interest Reserve Account from the Escrow Interest Reserve Account) will be deposited into the Interest Reserve Account from the First Lien Loan Proceeds Account. On or before the First Disbursement Date, the Borrower will have received not less than $115,000,000 in proceeds from one or more Qualified Additional Financings, of which (i) $3,000,000 will be deposited into the Construction Disbursement Account, (ii) $2,500,000 will be deposited into the Cash Management Account and (iii) all remaining proceeds will be deposited into the Qualified Additional Financing Proceeds Account to be used to fund a portion of Project Costs (other than interest in respect of the First Lien Credit Agreement). Assets maintained in the First Lien Loan Proceeds Account, the relevant Qualified Additional Financing Proceeds Account, the Interest Reserve Account, the Construction Disbursement Account, the Company Funds Account and the Cash Management Account are owned beneficially by the Borrower, subject to the terms and conditions of this Agreement, and Buyer and Seller hereby acknowledge that there may be penalties or interest forfeitures if the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to Escrow Holder upon the Opening of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has timely delivered Buyer’s Approval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below), the Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer does not deliver Buyer’s Approval Notice, this Agreement shall terminate and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration (as defined in Section 2.4 below) and one-half (1/2) of the escrow costs), shall be returned to Buyer. If this Agreement has not been so terminated, then, after the Contingency Deadline, the Initial Deposit together with interest accrued thereon shall be: (i) applied and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 below, or (iii) returned to Buyer (less the Independent Consideration) if the Close of Escrow does not occur, this Agreement is terminated pursuant to Sections 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 16.1Account Control Agreements.”

Initial Deposit. Within two three (23) business days Business Days after the Effective Date, Buyer shall deliver execution and delivery to Escrow Holder by both Seller and Purchaser of this Agreement, the “Memorandum of Agreement” and the “Quitclaim” (as such terms are defined in Section 10.10 below) (time being of the essence), Purchaser shall deposit, or cause to be deposited with Escrow Holder, in cash, by a confirmed wire transfer of immediately available funds or by certified bank check (hereinafter referred to as “Immediately Available Funds”), the amount of Four Hundred Fifty Thousand Dollars ($450,000.00) (the “Initial Deposit”), and the Penfield Deposit (as defined in Section 11.1 below) in the amount of Sixteen Thousand Dollars ($16,000.00), for an aggregate amount of Four Hundred Sixty-Six Thousand and No/100s Dollars ($466,000.00). If Purchaser fails to deliver the Initial Deposit and the Penfield Deposit into Escrow strictly as and when contemplated herein, then such failure shall constitute a material breach by Purchaser under this Agreement, and this Agreement shall automatically terminate and thereafter neither party shall have any further rights or obligations except for the Surviving Obligations (as hereinafter defined). Escrow Holder shall place the Initial Deposit. The Initial Deposit and Additional Deposit (if any) , upon receipt, in one or more federally insured interest bearing accounts, which shall be deposited by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue transaction and reasonably satisfactory to Purchaser and Seller (the benefit of Buyer and be paid to the party receiving the Deposit pursuant to “Escrow Account”), pending disbursement in accordance with the terms of this Agreement, . The Penfield Deposit shall be held and Buyer and Seller hereby acknowledge that there may be penalties or disbursed as provided in Section 11.1 below. All interest forfeitures if which accrues on the applicable instrument is redeemed prior to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number to “Deposit” (as defined below) while held by Escrow Holder upon in the Opening Escrow Account shall be added to and increase the Deposit. Following Escrow Holder’s receipt of Escrow. Concurrently with the expiration of the Property Approval Period and provided Buyer has timely delivered Buyer’s Approval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below), the Initial Deposit shall become non-refundable except as otherwise expressly provided in this Agreement. If prior to the expiration of the Property Approval Period Buyer does not deliver Buyer’s Approval Notice, this Agreement shall terminate and the Initial DepositPenfield Deposit and confirmation that such funds have cleared with the bank, together with all interest accrued thereon (but less Escrow Holder shall promptly record the Independent Consideration (as defined Memorandum of Agreement in Section 2.4 below) the Official Records and one-half (1/2) provide a conformed copy of the escrow costs), shall be returned such recorded document to Buyer. If this Agreement has not been so terminated, then, after the Contingency Deadline, the Initial Deposit together with interest accrued thereon shall be: (i) applied Seller and credited toward payment of the Purchase Price at the Close of Escrow, or (ii) retained by Seller as liquidated damages pursuant to Section 16.2 below, or (iii) returned to Buyer (less the Independent Consideration) if the Close of Escrow does not occur, this Agreement is terminated pursuant to Sections 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 16.1Purchaser.

Initial Deposit. Within On or before the later of (i) two (2) business days after Seller advises Purchaser that Seller's Board of Directors has approved this Agreement or (ii) January 12, 1998, Purchaser shall deposit in Escrow with Escrow Holder, an earnxxx xxxey deposit in the Effective Dateamount of Two and one-half percent (2.5%) of the Purchase Price, Buyer shall deliver which is equal to Escrow Holder Two Million Eight Hundred Thousand Dollars ($2,800,000) (the "Initial Deposit"). The Initial Deposit and Additional Deposit (if any) shall be deposited paid by Escrow Holder in an interest-bearing account at a federally insured institution as Escrow Holder, Buyer and Seller deem appropriate and consistent with the timing requirements of this Agreement. The interest thereon shall accrue to the benefit of Buyer and be paid to the party receiving the Deposit Purchaser pursuant to the terms hereof shall be deposited in a trust account in Escrow, with Escrow Holder, to be held in interest bearing obligations of this Agreementthe United States Government, and Buyer and Seller hereby acknowledge that there in an institutional savings account, or in such other investments as Purchaser may be penalties or interest forfeitures if by written instrument direct. In lieu of depositing the applicable instrument is redeemed prior Initial Deposit in cash with Escrow Holder, Purchaser may elect to its specified maturity. Buyer agrees to provide its Federal Tax Identification Number deliver the Initial Deposit to Escrow Holder, on or before (i) the later of two (2) business days after Seller advises Purchaser that Seller's Board of Directors has approved this Agreement or (ii) January 12, 1998, in the form of an irrevocable standby letter of credit ("LOC") issued by a commercial bank acceptable to Seller in the amount of the Initial Deposit, with a March 15, 1998, expiration date, naming the Seller as beneficiary and drawable upon sight draft. Unless Purchaser has either elected to terminate this Agreement or deposit the Initial Deposit or Deposit in cash with Escrow Holder upon the Opening of Escrow. Concurrently with on or before the expiration of the Property Approval Period and provided Buyer has timely delivered Buyer’s Approval Notice (as those terms are defined in Sections 4.1.1 and 4.1.2, respectively, below)Contingency Period, the Initial Deposit Escrow Holder shall become non-refundable except as otherwise expressly provided in this Agreement. If prior deliver the LOC to Seller on the next business day following expiration of the Property Approval Contingency Period. Seller shall not draw on the LOC unless the Contingency Period Buyer does not deliver Buyer’s Approval Notice, this Agreement shall terminate expires without Purchaser's termination of Escrow and the Initial Deposit, together with all interest accrued thereon (but less the Independent Consideration total Deposit (as defined in Section 2.4 below) and one-half (1/2) has not been released to Seller upon expiration of the escrow costs)Contingency Period. Upon Seller or Escrow Holder's receipt of the Deposit in cash, the LOC shall be returned to BuyerPurchaser. If this Agreement has not been so terminatedThe commercial bank issuing the LOC shall have a senior, then, after unsecured debt investment grade rating of "AA" as determined by Moodys or Standard & Poors and shall have an office in the Contingency Deadline, the Initial Deposit together with interest accrued thereon shall be: (i) applied and credited toward payment central business district of the Purchase Price at City of Los Angeles capable of honoring the Close presentation of Escrow, or (ii) retained the LOC by Seller as liquidated damages pursuant to Section 16.2 below, or (iii) returned to Buyer (less the Independent Consideration) if the Close of Escrow does not occur, this Agreement is terminated pursuant to Sections 4.4 or 13, or this Agreement is terminated because of a material breach by Seller in accordance with Section 16.1Seller.