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5. The Date of Closing. The "Date of Closing" is June 26, 2009. If, however, as of the Date of Closing: a. (i) A third party has commenced, has overtly threatened, in writing, to commence or has, on or after September 20, 2008 orally, overtly threatened to commence an action against Seller in which the third party asserts a claim against Seller that impairs the marketability of Seller's title to all or any portion of the Property or Seller's legal authority to convey title to all or any portion of the Property to Buyer; (ii) A party to one of the actions described on Exhibit C has amended, has overtly threatened, in writing, to amend or has, on or after September 20, 2008 orally, overtly threatened to amend its pleadings to assert a claim against Seller that impairs the marketability of Seller's title to all or any portion of the Property or Seller's legal authority to convey title to all or any portion of the Property to Buyer; (iii) Seller has not obtained and recorded either (i) a Directive of the Anoka County Examiner of Titles or (ii) an Order of the Anoka County District Court, directing the Anoka County Registrar of Titles to cancel the existing Certificates of Title for the portions of the Property that are registered property under Minn. Stat. Ch. 508 and to issue one or more new Certificates of Title for those portions of the Property showing Seller as the owner and containing no recitals or memorials other than recitals or memorials referencing the matters set forth in Section 10 on Schedule B, Section 1 and Sections 9 through 44 on Schedule B, Section 2 of the title insurance commitment attached as Exhibit B (the "Title Commitment") (the "Permitted Encumbrances"); or (iv) The Title Company is not willing to issue to Buyer, on the actual date of Closing, a 2006 ALTA Form Owner's Policy of Title Insurance subject only to a standard exception for matters that would be disclosed by an accurate survey of the Property and exceptions for Permitted Encumbrances, as defined in subsection (a)(iii) above; and b. Seller notifies Buyer that Seller will and Seller actually does, continuously thereafter, use all commercially reasonable efforts to (i) obtain a court order dismissing any claims of the type described in Sections 5(a)(i) or 5(a)(ii) above or otherwise making Seller's title to the property marketable, subject to Permitted Encumbrances; (ii) obtain the directive of the Examiner of Titles or the Order described in Section 5(a)(iii) above; or, as the case may be, (iii) cause the title company to issue to Buyer an owner's policy of title insurance in the form contemplated in Section 5(a)(iv) above, then the Date of Closing shall be extended until the earlier of (1) the date 5 business days after the contingencies described in Section 11(b), 11(c) and 11(d) are all satisfied, (2) the 2303766v8 2.