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defined in the Master Declaration, the Board, or the Master Association's officers or Members for any improvements to be constructed on the portion of the HRA Subject Property being purchased. Section 5. Special Services District. Contemporaneously with the execution of this Agreement, the HRA will execute a Declaration of Restrictions and Covenants in the form attached as Exhibit I (the "Declaration"). The HRA will deliver the original, executed Declaration to the attorney representing PSD, LLC, Mr. Benjamin W. Hulse, Blackwell Burke P.A. 431 South Seventh Street, Suite 2500, Minneapolis MN, 55415 ("Hulse"), to be held in trust until (a) the Second Amendment is recorded in the offices of the Anoka County Recorder and the Anoka County Registrar of Titles and (b) the Anoka County Registrar of Titles confirms, in writing, that the Registrar of Titles will omit the memorials of the Master Declaration and the Second Amendment from future Certificates of Title for the "Torrens" portion of the HRA Subject Property. Upon such recording of the Declaration and the receipt of such confirmations, Hulse may, upon written notice to but without further consent or approval from the HRA, record the Declaration of Restrictive Covenants with the Anoka County Recorder and the Anoka County Registrar of Titles. Section 6. Parking Easement Agreement. Contemporaneously with the execution of this Agreement, the HRA will execute the Parking Easement Agreement. The HRA will deliver the original, executed Declaration to Hulse, to be held in trust until (a) the Second Amendment is recorded in the offices of the Anoka County Recorder and the Anoka County Registrar of Titles and (b) the Anoka County Registrar of Titles or the Anoka County Examiner of Titles confirms, in writing, that the Registrar of Titles will omit the memorials of the Master Declaration and the Second Amendment from future Certificates of Title for the "Torrens" portion of the HRA Subject Property. Upon such recording of the Parking Easement Agreement and the receipt of such confirmations, Hulse may, upon written notice to but without further consent or approval from the HRA, record the Declaration of Restrictive Covenants with the Anoka County Recorder and the Anoka County Registrar of Titles. Section 7. Agreement not to Challenge the Validity of the Second Amendment. Each Party agrees that if (a) 75% of the Members vote in favor of the adoption of the Second Amendment at the meeting of the Members contemplated in Section 4(a); (b) the Second Amendment is recorded in the offices of the Anoka County Recorder and the Anoka County Registrar of Titles; and (c) the Anoka County Registrar of Titles or the Anoka County Examiner of Titles confirms, in writing, that the Registrar of Titles will omit the memorials of the Master Declaration and the Second Amendment from future Certificates of Title for the "Torrens" portion of the HRA Subject Property; that thereafter it will not at any time thereafter challenge the validity or enforceability of the Second Amendment, the Declaration or the Parking Easement Agreement. Section 8. Determination of Membership. The HRA calculated the allocation of membership votes in the Master Association that is set forth on Exhibit F. PSD, LLC and the Affiliated Entities agree to accept that calculation and allocation for, but only for, the purposes of this Agreement and the adoption of the Second Amendment that this Agreement contemplates. If the special meeting contemplated in Section 4(a) is not held or if the special meeting is held but 75% of the Members do not vote in favor of the adoption of the Second 4 4517963v7