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acquisition costs. The estimated actual Purchase Price as used herein is One Million <br />Three Hundred Thousand Dollars ($1,300,000). Agency does not warrant said <br />amount, which may be subject to change based upon variations in the factors listed <br />above. Agency shall provide copies of all documents and invoices relating to Agency's <br />costs for the purchase, hazardous materials, remediation, and related acquisition <br />costs. <br />3.03 Payment of Purchase Price. <br />The Developer shall execute a promissory note (the "Note") in the amount of <br />the Purchase Price, as well as a deed of trust (the "Deed of Trust") establishing the <br />Property as security for payment of the Note. Five (5) years following the Agency's <br />conveyance of title to the Property to Developer, the Note shall be due and payable <br />in full, less any amount forgiven and exonerated. EIGHT HUNDRED THOUSAND <br />DOLLARS ($800,000.00) of the principal of the Note shall be forgiven and <br />exonerated upon Developer securing satisfactory construction financing in the <br />manner and upon the terms and conditions described in the Note. The Note shall <br />bear interest at an annual rate of six percent (6%) on that portion of the Purchase <br />Price not intended to be forgiven and exonerated pursuant to the foregoing sentence. <br />(For example, if the Purchase Price is ONE MILLION THREE HUNDRED <br />THOUSAND DOLLARS [$1,300,000.00] as calculated under Section 3.02, then the <br />portion of the Note bearing interest pursuant to this Section 3.03 is FIVE <br />HUNDRED THOUSAND DOLLARS [$500,000.00]). The interest may be forgiven <br />in the manner and upon the terms described in the Note. The form of the Note and <br />Deed of Trust shall be as set forth in Exhibit C and Exhibit D to this Agreement. <br />Upon repayment of Note, the Agency shall execute a reconveyance of the Deed of <br />Trust. <br />Developer shall deposit the executed Note and Deed of Trust with the escrow <br />agent prior to the date of conveyance of the Property, provided that the escrow agent <br />shall have notified the Developer in writing that the Grant Deed, attached as Exhibit <br />JE and incorporated herein by reference, properly executed and acknowledged by the <br />Agency, has been delivered to the escrow agent and the title is in the condition to be <br />conveyed in conformity with the provisions of Section 3.06. <br />Disposition and Development Page 9 of 39 <br />Agreement (Automall) <br />10/2/96 <br />