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that is one hundred eighty (180) days following receipt by Optionee of a Notice of Satisfaction of <br />Conditions Precedent (the "Option Period "). Optionee may exercise the Option during the <br />Option Period by delivering to Optionor an executed instrument substantially in the form <br />attached to this Agreement and incorporated herein by reference as Exhibit B ( "Option Exercise <br />Notice "). <br />6. Purchase Price; Terms of Purchase. The purchase of the Property pursuant to the Option <br />will be consummated pursuant to a commercially reasonable development and disposition <br />agreement in a form reasonably acceptable to Optionee and Optionor (the "Disposition <br />Agreement ") which Disposition Agreement shall contain the Optionee's commitment to develop <br />the Property consistent with the Project, the Development Plan, and those development <br />covenants, operating covenants and associated restrictions agreed to by the Parties therein. The <br />purchase price ( "Purchase Price ") for the Property shall be the fair market value on the date of <br />receipt of the Option Exercise Notice. Sixty (60) days prior to any exercise of the option by <br />Optionee, upon notice by Optionee thereof to Optionor (i) the Parties shall nominate and appoint <br />a single appraiser, or, failing that, (ii) the Optionee and Optionor shall each nominate and appoint <br />one appraiser. If two appraisers are appointed as provided in clause (ii) above, the two <br />appraisers so appointed shall, within fifteen (15) days after the appointment of the second <br />appraiser and before exchanging views as to the questions at issue, appoint a third appraiser and <br />give written notice of such appointment to the Parties. In the event that a Party fails to appoint <br />an appraiser within the twenty two (22) day period specified above, then the appraiser appointed <br />by the other Party shall make the appraisal. If the two appraisers selected by the Parties shall fail <br />to appoint or agree upon the third appraiser within the fifteen (15) day period specified above, <br />then a third appraiser may be selected by the Parties if they can agree upon such third appraiser <br />within a further period of ten (10) additional days; otherwise, any Party may apply to any federal <br />or state court of or sitting in the State of California having jurisdiction for the appointment of any <br />appraiser not appointed or agreed upon within the time periods herein provided. The appraisers <br />selected pursuant hereto shall be sworn faithfully and fairly to determine expeditiously the fair <br />market value. The three appraisers (or the one or two appraisers, if only one or two appraisers <br />are appointed) shall, with all possible speed, make the appraisal contemplated herein, set forth <br />their (or its) results in writing, and give notice of the same to the Parties. If two of the three <br />appraisers shall render a concurring determination, then that concurring determination shall be <br />conclusive and binding on the Parties. If no two of the three appraisers shall render a concurring <br />determination, then the determination of the third appraiser appointed by the two appraisers <br />appointed by the Parties shall be conclusive and binding upon the Parties; except that if the <br />determination of the third appraiser shall be lower than the lowest determination of the other two <br />appraisers, or higher than the highest determination of the other two appraisers, the final <br />determination shall be the median determination of the three appraisers. Each Party shall pay the <br />fees and expenses of the appraiser selected by or on behalf of it and the fees and expenses of the <br />third appraiser, and any general expenses incurred by the appraisers in connection with the <br />appraisal, shall be borne equally between the Parties. Any appraiser appointed hereunder shall <br />be an appraiser with at least five (5) years' experience in appraising property of the same type as <br />the Property. <br />7. Due Diligence; Inspections. <br />7.1. Within ten (10) days following the Effective Date, and from time to time <br />thereafter upon receipt of the same, Optionor shall provide or make available to Optionee copies <br />5 <br />51528687.9 <br />