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special service district that would include all or any portion of the Affiliated Entities' Property and obligating the owner(s) of the HRA Property to join with the owners of the Affiliated Entities' Property in seeking to veto any special service district Ordinance that creates a special service district that includes all or any part of the Affiliated Entities' Property; and (iii) the execution and recording of the Parking Easement Agreement. (1) Recital Twelve. The HRA and the Affiliated Entities are entering into this Agreement in consideration of the agreements set forth herein. Section 4. Master Declaration. (a) Second Amendment. Contemporaneously with the execution of this Agreement, the HRA and the Affiliated Entities will execute and submit to the Master Association's board of directors (the "Board") a written demand that the Board call a special meeting of the Members to consider and vote on a second amendment to the Master Declaration in the form attached as Exhibit H (the "Second Amendment"). The HRA and the Affiliated Entities agree to encourage the Board to call the special meeting as promptly as reasonably possible and to promptly send all notices of the special meeting that Minnesota Statute § 317A.435 and the Master Association's bylaws require. The HRA and the Affiliated Entities each agree to (a) have an authorized representative attend the special meeting of the Members; (b) have their authorized representatives cast all of their votes in favor of the Second Amendment; (c) encourage other Members of the Master Association to have an authorized representative attend the special meeting; and (d) encourage other Members to have their authorized representatives cast their votes in favor of the adoption of the Second Amended. The HRA and each of the Affiliated Entities also agree that at or before the special meeting they will cause an authorized officer to execute a Confirmation and Acknowledgment in the form attached to the Second Amendment. It may be necessary to obtain an Order in Proceedings Subsequent to Initial Registration of Land to cause the Anoka County Registrar of Titles to omit the memorials of the Master Declaration and the Second Amendment from future Certificates of Title for "Torrens" portion of the HRA Subject Property, and each of the Affiliated Entities agrees that if the HRA commences Proceedings Subsequent to Initial Registration of Land seeking an Order directing the Anoka County Registrar of Titles to omit the memorials of the Master Declaration and the Second Amendment from the Certificates of Title for the "Torrens" portion of the HRA Subject Property, they will, upon the HRA's written request, consent to the issuance of such an Order. (b) Sale of the HRA Property. If the HRA seeks to sell one or more portions of the HRA Subject Property before the Second Amendment is recorded, each Affiliated Entity, in its capacity as a member of the Master Association, agrees to cooperate with the HRA to cause the Master Association to (i) execute a commercially reasonable form of estoppel certificate evidencing the status to the HRA's performance of its obligations under the Master Declaration and (ii) execute a waiver of any provisions of Section 9 of the Master Declaration that could be interpreted as requiring the HRA, or a party purchasing a portion of the HRA Subject Property, to obtain the approval of the ARC, as 3 4517963v7