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Transamerica Title Insurance Company (the "Escrow <br />Agent"). The Escrow Agent shall hold and disburse <br />such funds (referred to herein, together with-any <br />interest or other income earned thereon, as the <br />"Deposit") in accordance with the terms of this <br />Agreement and pursuant to an Escrow Agreement <br />among Seller, Buyer, and the Escrow Agent in the <br />form of Attachment l attached hereto and by this <br />reference made part hereof.. At the Closing (as <br />hereinafter defined), the Deposit shall be paid to <br />Seller and credited against the Purchase Price. <br />In the event that Closing fails to occur as a <br />result of a breach of this Agreement by Seller, <br />the Deposit shall be returned to Buyer. In the <br />event that Closing fails to occur as a result of a <br />breach of this Agreement by Buyer, the Deposit <br />shall be forwarded to Seller. <br />(B) Closing Payment. AND NO/100 <br />DOLLARS ( ), as adjusted for the net <br />of all credits and prorations provided for herein <br />(the "Closing Payment"), shall be paid by Buyer to <br />Seller at the Closing in immediately available <br />funds by wire transfer to the account designated <br />by Seller. <br />(C) Note and Deed of Trust. The balance of <br />the Purchase Price, in the amount of <br />AND NO/100 DOLLARS ( ) shall be paid <br />by Buyer to Seller in the form of a Promissory <br />Note (the "Note") to be executed by Buyer and <br />delivered to Seller at the Closing. The Note <br />shall bear no interest, except in the event of a <br />default thereunder by Buyer, in which case default <br />interest shall accrue at the rate of 18$ per <br />annum. The Note shall be payable in five annual <br />installments payable on the first, second, third, <br />fourth, and fifth anniversaries of the Note. The <br />installments shall be in the following amounts: <br />Anniversary: Amount: <br />First <br />Second <br />Third <br />Fourth <br />Fifth <br />The Note shall be secured by a first priority Deed <br />of Trust on the Property (the "Deed of Trust") to <br />be executed by Buyer and delivered to Seller at <br />the Closing. Before the end of the Inspection <br />Period, both Buyer and Seller shall use diligent <br />efforts to finalize the forms of the Note and the <br />-2- <br />