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<br />517239v2 MU205-47
<br />without limitation, taxes and fees, attorneys’ fees, document drafting fees, engineering
<br />fees, and financial advisor fees (the “Seller’s Costs”). The Seller’s Costs shall include all
<br />costs incurred in effectuating a Proceeding Subsequent, if incurred by Seller and as may
<br />be necessary to clear title defects. Buyer shall, upon execution of this Agreement, provide
<br />a cash escrow in the amount of $___________ to be used to reimburse Seller for the Seller’s
<br />Costs. If such costs exceed the amount of the established escrow, Buyer shall, upon demand
<br />by Seller, pay such additional costs to Seller within ten (10) days of such demand, and
<br />provided further that the amount by which this deposit exceeds the Seller's Costs, if any,
<br />shall be returned to Buyer .
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<br />6.3. In the event Seller does not recover its costs as required by this Agreement, as an
<br />additional remedy, Seller may, at its option, assess the Real Property in the manner provided
<br />by Minnesota Statutes, Chapter 429, and Buyer hereby consents to the levy of such special
<br />assessments without notice or hearing and waives all rights to appeal such assessments
<br />pursuant to Minnesota Statutes, Section 429.081, provided the amount levied, together with
<br />the funds deposited with Seller under this Section 6, does not exceed the expenses actually
<br />incurred by Seller. Further, Seller may, at its option, as an additional remedy, recover
<br />expenses actually incurred by Seller as service charges, in the manner provided by
<br />Minnesota Statutes, Sections 415.01, 366.011 and 366.012, and Buyer hereby consents to
<br />the levy of such assessments without notice or hearing and waives all rights to appeal such
<br />assessments pursuant to such Minnesota Statutes, provided the amount levied, together with
<br />the funds deposited with Seller, does not exceed the expenses actually incurred by Seller
<br />pursuant to this Agreement.
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<br />6.4 This entire Section 6 shall survive termination of this Agreement and shall be
<br />binding on Buyer regardless of the enforceability of any other provision of this
<br />Agreement.
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<br />7. Closing. If Buyer shall become obligated to purchase the Real Property from Seller
<br />pursuant to this Agreement, the parties shall set a mutually agreeable closing date, which shall be as
<br />soon as reasonably practicable following Seller’s acquisition of fee title (the “Closing Date”). On
<br />the Closing Date, Seller shall deliver to Buyer a Quit Claim Deed, duly executed and in recordable
<br />form, together with any such other documents as may be reasonably required by Buyer’s title
<br />insurance company to effectuate the conveyance of marketable title of the Real Property to Buyer.
<br />Upon the Closing Date, Buyer shall deliver to Seller the Purchase Price, together with any
<br />documents as may be reasonably required by Buyer’s title insurance company to consummate the
<br />transaction. Buyer shall be responsible for any and all costs of the closing for the Real Property.
<br />
<br />8. Exercise of Option. For the avoidance of doubt, the Option granted to Buyer
<br />hereunder represents purely an option and not an obligation to initiate Seller’s acquisition of the
<br />Real Property pursuant to the terms of this Agreement. However, notwithstanding anything in
<br />this Agreement to the contrary, upon Buyer giving a written Option Notice to Seller, Buyer shall
<br />be obligated to acquire the Real Property from Seller in the event that Seller is successful in
<br />gaining title to the Real Property, and Buyer shall pay all costs for such transaction, including,
<br />but not limited to the Purchase Price and the Seller’s Costs as set forth in this Agreement. Buyer
<br />shall also be required to enter into a Contract for Private Development (for any public financing
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