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equal the ratio of the then unpaid balance of the Construction Loan to the total project <br />cost. Total project cost shall include both "hard" and "soft" costs and all other fees and <br />costs in entitling, designing, constructing, and leasing the Project as have been approved <br />by Lessee's construction lender as evidenced by its approval of the budget for the Project, <br />said budget to be in the form of "Exhibit D" attached hereto. The purchase price shall <br />equal the unpaid balance of the Construction Loan, but in no event shall exceed <br />$3,200,000.00, and shall be paid in cash. <br /> <br /> The Leasehold Interest shall be assigned to City free and clear of liens and <br />encumbrances. The parties agree that the assignment of the Leasehold Interest shall not <br />result in a merger of City's fee interest on the Leased Premises with the Leasehold Estate. <br />Rather, City shall hold the Leasehold Interest separate and apart from its fee interest in <br />the Leased Premises. <br /> <br /> Simultaneously with the assignment of the Leasehold Interest, City shall <br />sell the Leasehold Interest to Lessee pursuant to the Purchase and Sale Agreement <br />between City and Lessee attached hereto and marked Exhibit "E." The parties shall enter <br />into said Agreement simultaneously with entering into this Lease. <br /> <br /> 33. COMPLIANCE WITH LAW. Lessee agrees that it will not use or pemdt <br />the Leased Premises to be used for any unlawful purpose or for any purpose or activity <br />which is in violation of any applicable law, ordinance, resolution, rule or regulation, <br />established by the Government of the United States, the State of California, regional <br />boards or authorities, the County of San Mateo or the City of Redwood City. Lessee will <br />at its own expense promptly observe and comply with all applicable laws, orders, codes, <br />regulations, rules, ordinances, and applicable requirements of Federal State, regional, <br />County and City governments or authorities, including the City of Redwood City, or any <br />of their departments, bureaus or officers. <br /> <br /> 34. QUIET ENJOYMENT. Upon Lessee's payment of rent due hereunder, <br />Lessee shall have quiet possession of the Leased Premises for the Lease term. <br /> <br />17996.00003'dlGLIB 1 \1085097.9 25 <br /> <br /> <br />