20A - AA BRISTOL STREET PROPERTY SALE

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such instructions and this Agreement, this Agreement shall control unless the parties expressly agree in writing otherwise. The Escrow instructions shall include the following terms and 'conditions of sale: 2.1 Purchase Price The total purchase price for the Property shall be the sum of Two Hundred Thirty Three Thousand Four Hundred Dollars ($233,400.00) ("Purchase Price"). (a) Escrow Deposit. Within three (3) business days following the Effective Date, Buyer will remit into escrow a deposit of Ten Thousand Dollars ($10,000.00) ("Escrow Deposit"). Such Escrow Deposit shall be fully refundable until the expiration of the Due Diligence Period and as otherwise set forth herein. Such Escrow Deposit shall be credited towards the Purchase Price paid to Seller as provided in this Agreement. (b) Closing Payment. The Purchase Price, as adjusted by the application of the Escrow Deposit and by the proration and credits specified herein, shall be paid by Buyer to Seller in cash at the Close of Escrow (the amount to be paid under this Section 2.1(b) being herein called the "Closing Payment"). (c) Independent Consideration, Escrow Holder shall pay a portion of the Escrow Deposit in the amount of One Hundred Dollars ($100.00) ("Independent Consideration") to Seller upon the earlier to occur of the Close of Escrow (as defined below) or the termination of this Agreement for any reason. The Independent Consideration constitutes bargained -for consideration for this Agreement and Buyer's rights under Section 2.6(d) and is expressly acknowledged to be adequate. The obligation of Buyer to pay the Independent Consideration to Escrow Holder, and the obligation of Escrow Holder to pay the same to Seller, are unconditional and shall survive any termination of this Agreement. 2.2 Close of Escrow If Buyer does not exercise its right to terminate this Agreement under Section 2.6(d) prior to the expiration of the Due Diligence Period (as defined below), then Escrow shall close ("Close of Escrow") within thirty (30) days following the expiration of the Due Diligence Period or as soon as possible thereafter. 2.3 Condition of Title to Property Seller shall cause the conveyance of title to the Property to Buyer as evidenced by an CLTA Owner's Policy of Title Insurance covering the Property and any easements appurtenant thereto ("Title Policy") issued by Commonwealth Land Title Company ("Title Company") in an amount equal to the Purchase Price. During the Due Diligence Period, Buyer shall have the right to obtain and examine a CLTA title commitment (the "Title Commitment') binding the Title Company to issue the Title Policy to Buyer. 2.4 Escrow and Closing Costs 5207.01 -PBA -111218R 20A-8