Purchaser shall have the right, on or before the expiration of the Access Period to give written notice to Seller terminating this Agreement for any reason or no reason whatsoever. In the event that Purchaser properly delivers any such written notice terminating this Agreement to Seller prior to the expiration of the Access Period, the Initial Earned Payment, November Earned Payment, and December Earned Payment actually paid by Purchaser shall be retained by Seller but shall be applied first against Tenant’s monthly rental arrearages and real estate tax payment arrearages under the Lease accruing from August 1, 2017 through the day the Agreement is terminated, then to Tenant’s other arrearages under the Lease in any order and priority determined by Seller in its sole and absolute discretion, this Agreement shall terminate (except for the terms and provisions hereof which are expressly intended to survive any such termination), and the parties shall have no further obligation to proceed to Closing. Seller and Purchaser hereby mutually acknowledge and agree that the Earned Payments due and payable prior to the expiration of the Access Period represent adequate bargained for consideration for Seller’s execution and delivery of this Agreement, the right of Purchaser to purchase the Property, and the right of Purchaser to inspect the Property and conduct the feasibility and other investigations as permitted by the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Access Period as permitted by the terms of this Agreement, such Earned Payments are non-refundable and shall be retained by Seller as independent consideration. In the event Purchaser fails, for any reason, to properly deliver the aforesaid written notice terminating this Agreement to Seller prior to the expiration of the Access Period, Purchaser shall be conclusively deemed to have waived its right to terminate this Agreement pursuant to the terms and provisions of this Section II.B.4. , this Agreement shall remain in full force and effect, and the parties shall proceed to Closing in accordance with, and subject to, the terms and provisions hereof.