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pursuant to Minnesota Statues Section 428A.02, Sub. 4 or Section 428A.09 and will not appeal to the District Court pursuant to Minnesota Statues Section 428A.02, Subd. 5. Buyer's obligations under this Section 5.6 survive the closing of the transaction contemplated by this Agreement and are binding on any person or entity obtaining any right, title or interest in the Property subject to the Agreement by or through Buyer. Seller may transfer it rights under this Section 5.6 to the City. Buyer acknowledges that an award of monetary damages maybe insufficient to compensate Seller for Buyer's breach of Buyer's obligations under this Section 5.6 and agrees that if Buyer defaults in the performance of Buyer's obligations under this Section 5.6 Seller is entitled to seek an order compelling Buyer's specific performance of Buyer's obligations under this Section 5.6." 4. Reference to and Effect on the Purchase Agreement. (a) Upon the effectiveness of this Amendment, each reference in the Purchase Agreement to "this Agreement", "hereunder", "hereof', "herein" or words of like import referring to the Purchase Agreement shall mean and be a reference to the Purchase Agreement as amended hereby. (b) Except as specifically set forth above, the Purchase Agreement remains in full force and effect and is hereby ratified and confirmed. (c) Wherever there exists a conflict between this Amendment and the Purchase Agreement, the provisions of this Amendment shall control. (d) This Amendment, together with the Purchase Agreement, constitute the complete agreement of Seller and Buyer as to the matters set forth herein and may not be waived, modified or changed, except by writing signed by both Seller and Buyer. 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Minnesota. 6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 7. Counterparts/Electronic Signatures. This Amendment may be executed in counterparts, all of which, when taken together, shall constitute one and the same original. Signatures on this Amendment sent via facsimile or electronic mail shall be deemed effective as original signatures. 8. Time of Essence. Time shall be of the essence as to each and every provision of this Amendment. IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above. 84959-004\1579549.doc 2