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Attachment C 4. Any Escrow Funds remaining in escrow twelve (12) months following the termination of the Lease, and any accrued interest thereon, shall be released to Seller upon Seller's written request, unless prior to the expiration of such twelve (12) month period, Escrow Agent receives written notice from Buyer that a good faith dispute exists about application of the escrow. In such event, Escrow Agent may, at its option, either (i) continue to hold the Escrow Funds until such time as Buyer and Seller resolve their dispute and issue joint written instructions relative to the disbursement of the Escrow Funds or (ii) deposit said Escrow Funds with a court of competent jurisdiction and thereupon be relieved from all further obligations hereunder. 5. Seller's obligation under the Purchase Agreement for the Surrender Condition Work and Environmental Work shall be limited to the Escrow Funds. 6. Any interest or other income earned on the Escrow Funds after payrnent of any fee required by Section 9 hereof shall become part of the Escrow Funds and be subject to any claims hereunder. The term of this Escrow Agreement shall commence on the date hereof and shall terminate upon disbursement of all Escrow Funds in accordance with this Agreement. 7. Any notice or other communication required by this Agreement shall be in writing and shall be deemed to have given one personally delivered, when mailed by U.S. Certified Mail, Return Receipt Requested Postage Prepaid to the address of the parties hereto (such mailed notice being deemed to have been given three (3) days after having been so deposited in the mail), or when transmitted by facsimile with proof of complete transmission, as follows: If to Seller: Hagen Ventures, LLC 6278 Otter Lake Road White Bear Lake, MN 55110 Attention: Bob Hagen With copy to: Fredrikson & Byron, P.A. 200 S. Sixth Street, Suite 4000 Minneapolis, MN 55402 Attention: Steve Quam If to Buyer: City of Roseville 2660 Civic Center Drive Roseville, MN 55113-1899 Attention: City Manager With copy to: Ratwik, Roszak & Maloney, P.A. 300 U.S. Trust Building 730 Second Avenue South Minneapolis, MN 55402 Attention: Jay T. Squires or at such other address or addresses as the parties hereto may specify in writing.