Buyer shall have until 5:00 PM New York City Time on the Approval Date to notify Sellers that it approves the then current condition of the Properties and the Leases, along with the form of REIT Opinion last provided to Buyer by Sellers and has elected to proceed with Closing of the transaction contemplated hereby, subject to satisfaction or written waiver all of Buyer’s Conditions Precedent (“Buyer’s Notice of Approval”).  If Buyer fails to give Buyer’s Notice of Approval prior to such time, this Agreement shall terminate (other than provisions which expressly survive termination hereof), in which case the Deposit shall be returned to Buyer.