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Buyer's consent which consent Buyer may not unreasonable withhold, condition or delay. ii On or before the Date of Closing Seller will pay, in full, any persons who provide lien labor or materials towards the improvement of the Land at the request of Seller. iii The City currently owns an approximately 590 stall parking ramp that is located on Lot 1, Block 1, RAMSEY TOWN CENTER 5" ADDITION, Anoka County, Minnesota (the "Existing Parking Ramp"). On or before June 1, 2012, the City must substantially complete the construction of the approximately 200 stall addition to the Existing Parking Ramp that is, along with the Existing Parking Ramp, described and depicted on the attached ("Exhibit D") (the "Parking Ramp Addition") and must complete the construction and the installation of the additional improvements described on the attached Exhibit E (the "F&C Parking Improvements"). If the City's completion of construction of the Parking Ramp Addition or the completion of the construction or installation of the F & C Parking Improvements, is delayed as a result of an Unavoidable Delay, as defined in the Development Agreement, the City gives the Buyer notice of the "Unavoidable Delay" within thirty (30) days after the onset of the Unavoidable Delay and the City uses all commercially reasonable efforts to complete the construction of the Parking Ramp Addition and the construction and installation of the F & C Parking Improvements, as promptly as reasonably possible given the conditions causing the Unavoidable Delay, the completion date for the Parking Ramp Addition and the F & C Parking Improvements will be extend for a period of time equal to the duration of the condition causing the Unavoidable Delay plus a reasonable time for recovery and restoration following the cessation of such condition. As used herein, the term "Parking Ramp" means the Existing Parking Ramp and the Parking Ramp Addition. iv Seller will pay any commission or fee due to any agent Seller has engaged or subsequently engages in connection with the transactions described in this Agreement. For purposes of Sections 14(a) and 14(b), the phrase "Seller's actual knowledge" means the actual knowledge of Mr. Kurt Ulrich, the City Administrator of the City of Ramsey. If, at any time prior to Closing, Seller acquires actual knowledge that a representations set forth in Section 14(a) or 14(b) is no longer accurate in some material respect, Seller will promptly notify Buyer. The representations and covenants set forth above will survive the Closing of this transaction and Seller's delivery of the Limited Warranty Deed to Buyer, but any action by Buyer alleging that (i) one or more of the representations set forth in Section 14(a) or 14(b) was inaccurate, when made; (ii) Seller failed to promptly notify Buyer after Seller acquired actual knowledge that a -8- 2707737v11 09/27/11