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date 5 business days after Buyer notifies Seller that Buyer is willing to waive the contingencies described in Section 11 and Close or (3) April 27, 2010. Notwithstanding the foregoing, the Date of Closing shall not be extended as a result of a claim (i) by PSD, LLC, Ramsey Professional Center LLC or Ramsey Professional Center LLC's successors in title to the "60 Foot Strip," as defined in the Settlement Agreement, that renders Seller's title to the "60 Foot Strip" unmarketable or (ii) a claim by PSD, LLC alleging that PSD possesses some right, title or interest (including, but not limited to, a right to purchase) in or to all or any portion of the portion of Outlot GG, RAMSEY TOWN CENTER included in the Property based upon the facts alleged in paragraph 21 of PSD's March 21, 2008 Complaint against Minnwest (Minnwest's alleged acknowledgment and ratification of various agreements between RTC and PSD and/or Minnwest's alleged promise to release mortgages encumbering property PSD sought to purchase from RTC). The term "Permitted Encumbrances" as defined in Section 5(a)(iii) and as used throughout this Agreement shall include the claims by PSD, Ramsey Professional Center LLC or Ramsey Professional Center LLC's successors in title to the 60 Foot Strip described in this paragraph. In addition, the Date of Closing shall not be extended as a result of a third -party claim that renders title to a portion of the Property not exceeding five (5) acres in size unmarketable if (A) the Title Company is willing to insure Buyer's title to the Property without an exception for such claim or with an exception for such claim together with affirmative insurance insuring Buyer against any loss, cost, damage or expense arising out of such claim and (B) the Title Company agrees to issue owners and lenders policies of title insurance providing the same coverage to Buyer's successors in title and their lenders. 6. Closing. The Parties will meet at the offices of Briggs and Morgan, P. A., 2200 IDS Center, 80 South 8th Street, Minneapolis, MN at 10:00 a.m. on the Date of Closing, at which time: v/ a. Seller must: (i) execute and deliver to Buyer a Minnesota Uniform Conveyancing Blanks Form 10.3.5 Quit Claim Deed. Seller will, at Buyer's request, include the following language on the quit claim deed: Grantee is not assuming Grantor's rights or obligations, if any, under the following documents [include reference to Master Development Agreement, First Amendment to Master Development Agreement, Allocation Agreements, Secondary Development Agreements, Parkland and Trail Plan Agreement, Parking Improvement Use and Maintenance Agreement, Option Agreement and Master Declaration for Ramsey Town Center (Owners Association) by date and recording information] and is not an assignee of Grantor with respect to any rights or obligations hereunder. Grantee is a separate and distinct legal entity from the City of Ramsey and the interests of the City of Ramsey and of Grantee under the above -referenced documents shall not merge into Grantee's fee ownership of the property described in this deed as a result of this conveyance. This conveyance is not intended to and shall not have any impact on the rights of the City of Ramsey under the above -referenced 2303766v8 3.