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EXHIBIT B-5 <br />CONFIRMATION AND ACKNOWLEDGMENT <br />OF SECOND AMENDMENT TO MASTER DECLARATION <br />RAMSEY TOWN CENTER <br />RAMSEY PROFESSIONAL CENTER, LLC, a Minnesota limited liability company <br />("RPC"), hereby acknowledges, agrees and confirms that (i) RPC is a member of the Ramsey <br />Town Center Community Association (the "Association"); (ii) a special meeting of the members <br />of the Association (the "Members") was held on , 2012 (the "Meeting") to vote on that <br />certain Second Amendment to Master Declaration Ramsey Town Center (the "Second <br />Amendment to Master Declaration"); (iii) RPC received all required notices of the Meeting; (iv) <br />a duly authorized representative of RPC attended the Meeting on its behalf; (v) its representative <br />cast the vote held by RPC in favor of the Second Amendment to Master Declaration; and (vi) <br />and the Second Amendment to Master Declaration has received the necessary approval of 75% <br />of the members of the Master Association and is valid and enforceable in accordance with its <br />terms. RPC waives any and all claims RPC may have that the Second Amendment to Master <br />Declaration has not received the necessary membership approvals or is otherwise invalid or <br />unenforceable, whether such claims are known or unknown and whether such claims currently <br />exist or first arise after the date hereof. <br />Dated as of , 2012 <br />RAMSEY PROFESSIONAL CENTER, <br />LLC, a Minnesota limited liability company <br />Subscribed and sworn to before me <br />this day of , 2012. <br />Notary Public <br />By <br />Name: <br />Its: <br />H-B-5-1 <br />4505709v6 <br />