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i i 22.2 Seller's Default,If Seller defaults under this Agreement,Buyer will have the right to terminate this Agreement by giving written notice of termination to Seller, whereupon this Agreement will terminate. Upon such termination, all Earnest Money will be refunded to Buyer, including any Earnest Money that may have become nonrefundable,time being of the essence under this Agreement, In lieu of teiniivating this Agreement, Buyer may maintain a suit for specific performance of this Agreement,provided that in such suit the Seller will not be liable for damages, 23. Like-Kind Exchange. Buyerhas the right to acquire the Property as part of a transaction that Buyer intends to qualify as a like-kind tax-deferred exchange under Section 1033 of the Internal Revenue Code. Seller will make all reasonable efforts to cooperate with Buyer,provided, however,that the Closing Date hereunder will not thereby be delayed, Seller will not be obligated to incur any additional expenses and Buyer will defend,indemnify and hold harniless Seller against any and all losses,costs,expenses, and liabilities which may arise out of such tax-deferred exchange.To facilitate such exchange,Buyer will have the right to assign all of its right,title and interest in this Agreement to a qualified intermediary and to require Seller to convey the Property to that intermediary pursuant to the terms of this Agreement. Seller and Buyer have executed this Agreement as of the date first written above, SELLER: Roseville Center Limited Partnership, a Minnesotapartne hip By: '1 , Patrick u n Its: Gener P ner BUYER: Cityof Rosevill a Minnesota i c oration By: Dan Roe Its: Mayor Patrick Trudgeon Its: City Manager Page 26 of 38