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6. Conveyance Terms. Upon Buyer's full performance of Buyer's obligations under <br />this Agreement, Seller must execute and deliver to Buyer a Quit Claim Deed conveying fee title <br />to the Property to Buyer subject only to: <br />a. Building, zoning and subdivision statutes, laws, ordinances and <br />regulations; <br />b. Reservations of minerals or of mineral rights in favor of the State of <br />Minnesota, if any; <br />c. The lien of real estate taxes and special assessments not yet due and <br />payable; and <br />d. Covenants, conditions, restrictions, easements, encumbrances or other <br />defects in title which are disclosed by the Evidence of Title, as defined in Section 9, and <br />which are not the subject of a timely Objection, as defined in Section 10, or which are the <br />subject of a timely Objection that Buyer waives pursuant to the provisions of Section <br />10(b). <br />The following covenants in favor of Seller: <br />(i) Within one year of the Date of Closing, as defined in Section 9, <br />Buyer or Sportech must complete the construction of the Improvements in <br />accordance with the Plans and Specifications, as evidenced by the City of Elk <br />River's issuance of a Certificate of Occupancy, and devote the Property to use as a <br />manufacturing facility; and <br />(ii) Buyer must not transfer title to the Property within one year of the <br />Date of Closing without the consent of Seller which consent Seller will not <br />unreasonable withhold or delay. <br />Notwithstanding the foregoing, if, within one year of the date the deed from Seller to <br />Buyer is recorded, Buyer defaults in the performance of its obligations under a mortgage <br />recorded against title to the Property and the mortgagee forecloses the mortgage or <br />obtains a deed in lieu of foreclosure, the purchaser at the sheriff s sale or the grantee <br />under the deed in lieu of foreclosure will have until the earlier of (i) the date one year <br />from the date the Sheriff s Certificate of Sale or deed in lieu of foreclosure is recorded or <br />(ii) the date two years from the date the deed from Seller to Buyer is recorded, to (A) <br />complete the construction of the Improvements in accordance with the Plans and <br />Specifications, or such to complete the construction of any improvements that Seller, in <br />Seller's sole and absolute discretion, approves as a substitute for the Improvements, as <br />evidenced by the City of Elk River's issuance of a certificate of occupancy and to (B) <br />devote the Property to a use that is permitted use under the applicable provisions of the <br />City of Elk River's zoning code. Notwithstanding the provisions of Section 6(e)(ii) a <br />transfer of title to the Property pursuant to sheriffs sale or a deed in lieu of foreclosure <br />does not require the consent of the Seller. <br />2150570v4 2 <br />