5.0. & 5.1. & 5.2. EDSR 04-14-2008

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c. Buyer having provided Seller with documentation, reasonably acceptable to Seller, evidencing Buyer's acquisition of a commitment for financing sufficient to permit Buyer or Sportech to construct the Improvements on the Property. If one or more of the contingencies described in this Section 15 are not satisfied as of the Date of Closing, Seller may terminate this Agreement pursuant to Section 19. 16. Condemnation. If a public or private entity with the power of eminent domain commences condemnation proceedings against all of any part of the Property, Seller must immediately notify Buyer, and Buyer may, at Buyer's sole option, terminate this Agreement pursuant to Section 19 below. Buyer has twenty (20) days from Buyer's receipt of Seller's notice to Buyer to exercise Buyer's termination right. If Buyer does not terminate this Agreement within said twenty (20) day period, the Parties must fully perform their obligations under this Agreement, with no reduction in the Purchase Price, and Seller must assign to Buyer, on the Date of Closing, all of Seller's right, title and interest in any award made or to be made in the condemnation proceedings. Seller must not designate counsel, appear or otherwise act with respect to any such condemnation proceedings without Buyer's prior written consent unless Buyer fails to respond within seven (7) days to a request for such written consent. 17. Assignment. Except as set forth in this Section 17, Buyer may not assign Buyer's rights or obligations under this Agreement to a third party without the written consent of Seller and Seller may grant or withhold Seller's consent to an assignment in Seller's sole and absolute discretion. The Seller herein acknowledges that it is the intention of the Buyer to complete an IRS Section 1031 Tax-Deferred Exchange and that Buyer may assign Buyer's rights and obligations under this Agreement to Commercial Partners Exchange Company, LLC, for the purpose of completing such exchange. Further, Buyer may assign Buyer's rights and obligations under this Agreement to an exchange accommodation title holder for the purpose of structuring a reverse section 1031 tax deferred according to Revenue Procedure 2000-37. Seller agrees to cooperate with the Buyer and/or its assigns in a manner necessary to complete said exchange; provided that Seller is not obligated to incur any additional cost, incur any additional current or potential liability or waive or otherwise impair any of Seller's rights under this Agreement. Buyer hereby notifies Seller that immediately prior to closing, Buyer shall assign the benefits of (but not the obligations in) in this Agreement to CPE EXCHANGE 30037, LLC, a Minnesota limited liability company, that is wholly owned by Commercial Partners Exchange Company, LLC, for the express purpose of facilitating a reverse 1031 tax deferred exchange under Revenue Procedure 2000-37 and 26 U.S.C. A. Section 1031. Seller herby consents to this assignment. 18. Default. If either Party defaults in the performance of any of the Party's obligations under this Agreement, the non-defaulting Party may, after written notice to the defaulting Party, suspend performance of its obligations under this Agreement, and the rights of the non-defaulting Party are as follows: a. Buyer's Default. If Buyer defaults in the performance of any of Buyer's obligations under this Agreement, Seller has the right to terminate this Agreement pursuant to Minnesota Statutes, Section 559.21, or Buyer may, in Buyer's sole and absolute discretion, elect to commence an action in Sherburne County District Court to recover liquidated damages of $15,000 from Buyer. Seller and Buyer have agreed upon 2150570v4