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5 190485v1 free and clear of any and all liens and encumbrances including any mortgage on the Civic Use Land. If the Civic Use Land is encumbered by a mortgage or other lien or encumbrance, the Landowner shall be required to obtain from any mortgagee or any other lien holder of the Civic Use Land a release or satisfaction of said mortgage or lien. 6. Broker’s Fees. The City and the Landowner agree that each of the parties shall be responsible for paying any broker that they may have engaged relating to the purchase of the Civic Use Land by the City. 7. Remedies. Except as otherwise provided herein, if the Landowner for any reason fails to perform any of the covenants, conditions, or warranties of this Agreement, City may at its option (a) terminate this Agreement by written notice to Landowner or (b) waive the nonperformance and proceed with Closing or (c) have the remedy of specific performance of this Agreement. The City’s remedy of specific performance set forth in subsection (c) shall not apply in the event that the Landowner is unable to obtain a mortgage consent following all reasonable and good faith efforts by Landowner to obtain it. In the event the City is required to take an action to seek specific performance of this Agreement by the Landowner then, notwithstanding any provisions to the contrary herein, the City shall be entitled to recover all reasonable costs and expenses of said action including reasonable attorney’s fees incurred in said action. 8. Miscellaneous. A. Governing Law. This agreement is made and executed under and in all respects to be governed and construed by the laws of the State of Minnesota and the parties hereto hereby agree and consent and submit themselves to any court of competent jurisdiction situated in Ramsey County, Minnesota. B. Entire Agreement. This Agreement and the Exhibits attached hereto contain the final, entire agreement between the parties with respect to the Option granted by the Landowner to