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3.2 Simultaneously with the execution of this Agreement, Buyer shall deliver a • deposit in the amount of Two Thousand Five Hundred Dollars ($2,500.00) to Authority (the "deposit"), which shall be held in escrow. Authority shall hold the deposit in an interest-bearing account with a federally insured institution until the closing, at which time the deposit will be applied toward the Purchase Price, or until this Agreement is otherwise terminated and the deposit is disbursed in accordance with the terms of this Agreement. Interest earned on the Deposit shall be paid to Authority, with no reduction in the Purchase Price on account of such payment. 3.3 The balance of the Purchase Price, less and except the option payment(s) previously paid to the Authority pursuant to the Option Agreement, shall be paid to Authority, by cash or certified funds at the Closing of this transaction described in Section 4. Section 4. Closing and Delivery of Possession. (a) Closing will be held on January 6, 1999, or as soon as the necessary site plan approval from the City of Charlottesville and its departments and agencies has been received, whichever first occurs, at the office of the Attorney for the Authority, Charlottesville, Virginia. Possession of the Property will be delivered at closing. (b) After the Closing, Buyer agrees to cooperate in arranging and granting easements and rights-of-way for ingress and egress, utilities, storm water drainage, and the like as may be • reasonably required for the use and benefit of neighboring properties; no such easement or right-of- way shall be located so as to interfere unreasonably with Buyer's proposed use of the Property. Section 5. Expenses and Prorations. Except as otherwise provided, each party shall be responsible for its expenses incurred in connection with this Agreement and the transaction contemplated hereby. Authority shall pay for preparation of the deed, the Authority's recording tax applicable thereto, its proportionate share of the current year's real estate taxes allocable to the Property, and its own attorney's fees. Buyer shall pay its own attorney's fees, its proportionate share of the current year's real estate taxes when due and payable, cost of title insurance and all recording costs other than Authority's deed tax. Section 6. Title. Authority shall convey the Property to Buyer by special warranty deed (the "Deed"). Authority shall furnish Buyer's counsel with a copy of the proposed Deed for approval by Buyer's counsel on or before the date which is 7 days before the closing. Section 7. Conditions of Sale. The obligation of Buyer to close under this Agreement is subject to the fulfillment of all the following conditions (unless waived in writing by the Buyer): 7.1 Title to the Property shall be as provided in Section 6 of this Agreement. Buyer will notify Authority of any title defects at least 45 days prior to closing, and Authority shall have until closing to cure any such defect. • Page 3