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Anoka County District Court seeking a order re -vesting title to the Property in Seller if (i) Buyer does not commence construction of the improvements on the Property (the "Buyer Improvements") within 365 days after the date of the Deed; or (ii) Buyer does not substantially complete the construction of Buyer Improvements within 546 days after the date of the Deed. For purposes of this right of re-entry, Buyer will be deemed to have commenced construction when Buyer has (a) obtained building permits for the construction of Buyer Improvements; and (b) caused material or labor to be furnished to the Property in a manner and to an extent sufficient that a mechanic' s lien for such work would attach and take effect pursuant to Minn. Stat. §514.05, and Buyer will be deemed to have substantially completed construction of Buyer Improvements when Buyer Improvements are sufficiently complete to make them eligible for receipt of a certificate of occupancy under the City's ordinances. To facilitate Buyer's acquisition of financing for the project, Seller will subject Seller's interest under the right of re- entry to the lien of a mortgage granted by Buyer provided Buyer and the Mortgagee agree that the proceeds of the loan that the mortgage secures .must be used to pay hard or soft costs Buyer incurs in connection with the acquisition of the Property and the construction of Buyer Improvements and provided further that Buyer and mortgagee acknowledge, in writing, that if Buyer defaults in the performance of Buyer's obligations under the mortgage and the mortgagee forecloses before Buyer has satisfied the conditions of the right of re-entry, Seller may redeem the Property from foreclosure, as an owner, within the time allowed by law. The provisions of this Section 7.5 shall survive the Closing and the delivery of the Deed. (b) It is understood and agreed that Buyer intends to engage a regional operator of first-class "C-stores and gas facilities." Not later than thirty (30) days prior to the Contingency Date, Buyer shall identify such operator by written notice to Seller. Seller shall have the right to approve said operator, which approval shall not be unreasonably withheld, and shall be given or denied within fifteen days after the identification of such operator to Seller in writing. Seller shall not be deemed to be acting unreasonably if it disapproves the proposed operator because the proposed operator has previously operated businesses in the City of Ramsey and has not complied with al; City requirements for the operation of that facility. 7.6 Closing Cost Allocations. Each party shall pay its share of the closing costs which are customarily paid by a seller or buyer in a transaction of this character in the county where the Property is located, except as follows or as otherwise agreed: (a) Seller shall pay the following Closing costs: (i) Seller's attorneys' fees and costs; (ii) .the cost of the title examination and related searches; (iii) the cost of the Survey; and (iv) one-half (1/2) of Title's escrow/closing charges; and (vi) other Closing costs not expressly identified in this Section 7.6(a) and normally paid by sellers of comparable properties. (b) Buyer shall pay the following Closing costs: (i) Buyer's attorneys' fees and costs; (ii) the costs and expenses of Buyer's audits and inspections of the Property and matters pertaining thereto; (iii) the premium for the owner's policy of title insurance and any additional premiums for obtaining endorsements to the Owner's Policy, if such endorsements are desired by Buyer; (iv) the cost of any lender's policy of title insurance and endorsements; (v) one-half (1/2) of Title's escrow/closing charges; and (vi) other Closing costs not expressly identified in this Section 7.6(b) and normally paid by buyers of comparable properties. 84959-004\1553027_4.doc 7