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h. The "Purchase Price" shall mean an amount equal to the unpaid <br />balance as of the Close of Escrow of the Construction Loan, but in no event shall the <br />Purchase Price exceed $3,200,000.00. <br /> <br /> 2. Purchase and Sale. Seller shall sell, and Buyer shall buy, the Property. <br /> <br /> 3. Purchase Price. The total purchase price for the Property shall mean the <br />amount specified in paragraph 1.h above. <br /> <br /> 4. Payment of Purchase Price. Buyer shall pay the Purchase Price by <br />delivering its promissory note to Seller, which note shall be in the fo.. of Exhibit "B" <br />attached hereto. The note shall be secured by a deed of trust in the fo.c~ of Exhibit "C" <br />attached hereto. <br /> <br /> 5. Conveyance; Evidence of Title. <br /> <br /> a. On the Close of Escrow, if all Buyer's Closing Conditions as set <br />forth in paragraph 7, have been satisfied or waived, Seller shall convey to Buyer by Grant <br />Deed title to the Property, subject only to the Permitted Exceptions and any <br />encumbrances created by the acts or omissions of Buyer. <br /> <br /> b. Evidence of title to the Property shall be in the form of the Title <br />Policy naming Buyer and Seller as the insured parties, which insurance shall be in an <br />amount not less than the Purchase Price. Such Policy shall be subject only to the <br />Permitted Exceptions and the standard printed exceptions contained therein. Premiums <br />for the Title Policy and any special endorsements shall be paid by Buyer. <br /> <br /> 6. Escrow. <br /> <br /> a. Within twenty (20) days after the Agreement Date, Buyer and Seller <br />shall open an escrow with Escrow Holder by depositing with Escrow Holder a copy of <br />this Agreement. <br /> <br /> b. Buyer and Seller shall execute escrow instructions to Escrow <br />Holder, provided, however, that the teffc~s and conditions of this Agreement shall control <br />over such escrow instructions to the extent of any conflict between said escrow <br />instructions and this Agreement. <br /> <br /> c. Buyer and Seller hereby authorize their respective attorneys to <br />execute and deliver to Escrow Holder such supplemental escrow instructions as may be <br />necessary or convenient to implement the terms of this Agreement and to close the <br />transaction contemplated hereby. Each party shall timely deposit such documents, <br />monies, and written escrow instructions with the Escrow Holder as may be necessary for <br />the conveyance of the Property in accordance with the terms of this Agreement. <br /> <br /> d. Escrow shall close on the same day on which Seller acquires the <br />Property pursuant to the terms of the Ground Lease (the "Scheduled Closing Date"). <br /> <br />17996.00003~BGLIB 1 \1089648.4 2 <br /> <br /> <br />