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real property on an annual basis pursuant to Minnesota Statutes 429.101) and special assessments as follows: a. At or, at Seller's option, before Closing, Seller must pay all real estate taxes due and payable with respect to the Property for all calendar years prior to the year in which the Closing occurs and any penalties and interest thereon; b. If Closing occurs in 2009, Buyer and Seller must pro -rate the real estate taxes that are due and payable with respect to the Property in 2009 on a per -diem basis using a calendar year, to the actual date of Closing. If Closing occurs in 2010, Buyer must pay the real estate taxes due and payable with respect to the Property in 2010. Seller must pay 100% of any interest or penalties due and payable because installments of real estate taxes due and payable with respect to the Property in 2009 or prior years were not paid when and as due; and • c. Buyer agrees to take title subject to all levied and pending special assessments and all penalties and interest due with respect to such assessments. 9. Seller's Representations. Seller makes the following representations to Buyer: a. Seller represents that Seller is not a foreign person, foreign partnership, foreign trust or foreign estate as those terms are defined in Section 1445 of the Internal Revenue Code; b. Seller represents that Seller is not a party to any unrecorded mortgages, contracts, purchase agreements, options, leases, easements or other agreements or interest relating to the Property; c. Seller represents that, to the best of Seller's actual knowledge and except as disclosed on Exhibits B and C, there is no person other than Ramsey Town Center, LLC claiming any right to possession of all or any portion of the Property; d. Seller represents that, to the best of Seller's actual knowledge, there is no action, litigation, governmental investigation, condemnation or administrative proceeding of any kind pending against Seller or involving any portion of Property, and no third party has threatened Seller with commencement of any such action, litigation, investigation, condemnation or administrative proceeding, other than as described on Exhibit C; e. Seller represents that, to the best of Seller's actual knowledge, there are no underground or above ground storage tanks of any size or type located on the Property and there are no Hazardous Substances located on the Property, except as may be disclosed in the environmental reports described on the attached Exhibit D, (the "Environmental Report"), copies of which Seller has provided to Buyer; the Property is not subject to any liens or claims by government or regulatory agencies or third parties arising from the release or threatened release of Hazardous Substances in, on or about Property; and, except as may be disclosed in the Environmental Report, the Property has not been used in connection with the generation, disposal, storage, treatment or 2303766v8 6.