CCP 09-08-2008 - Laserfiche WebLink

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0 Existing Agreements: Seller will provide copies of any leases or agreements relating to the Property. Following signing of a purchase agreement, Seller may not terminate or modify any existing lease or agreement or enter into any new leases or agreements without the Buyer's approval. Future Cooperation: The Buyer, Seller and Operator acknowledge that there are additional areas of cooperation required in the future, including: 1) construction of a pedestrian bridge and tunnel, 2); relocation of existing side tracks (see Exhibit S); 3) railroad liability protection; and 4) fencing or other mutually acceptable solutions to limit pedestrian access. The parties agree to use their best efforts and negotiate in good faith to address these issues. Billboard: The Seller currently leases a portion. of Parcel C for a billboard sign (Billboard). The Buyer agrees to enter into a separate license agreement with Seller to allow Seller to continue to lease the Billboard until such time as Buyer needs to redevelop Parcel C. Upon 30 days written notice from Buyer, Seller shall take the appropriate steps to terminate all leases for the Billboard. The Seller is responsible for all costs related to termination of the Billboard lease and will work with the Billboard owner to remove any and all billboard structures. The Buyer will make best efforts to keep Seller apprised of its redevelopment activities. .Title: Seller will provide marketable title to the Property and a commitment for an ALTA Owner's Policy of Title Insurance from Land Title Inc. ("Title"), deleting standard exceptions and including endorsements required by the Buyer. The Buyer will provide marketable title to the Exchange Parcel and a commitment for an ALTA Owner's Policy of Title Insurance from Title deleting standard exceptions and including endorsements required by Seller. Title will be subject to the conditions imposed by the State of Minnesota as a condition of the grant for construction of the Wye Track. Survey: The Buyer will provide surveys of both the Property and the Exchange Parcel which allow Title to issue the owner's policies without exception for survey matters. Taxes: Any applicable property taxes will be prorated between the parties at closing as to both parcels. Assessments: Seller will pay pending and levied on the Property through the closing and the Buyer will pay pending and levied on the Exchange Parcel through the closing. Environmental Investigation: The Property: Upon execution of this Letter of Understanding, the Buyer will have the right to enter the Property and perform any environmental, soil testing and other due diligence the Buyer deems necessary. Seller shall provide the Buyer with any documents, including correspondence with any environmental agency, relating to the Execution Copy (10-5-2007) 3