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ARTICLE 8 PRORATIONS 8.1 Real Estate Taxes. In connection with recording the Plat, Seller shall pay the real estate taxes, if any, due and payable with respect to the HRA Property in the year the Plat is recorded. If the Plat is recorded in the year of Closing and if the HRA Property is not exempt from real estate taxes due and payable in the year of Closing, Buyer must reimburse Seller for Buyer's pro rata share of the real estate taxes due and payable with respect to the BRA Property in the year of Closing. Buyer's pro rata share shall be determined by multiplying the amount of the real estate taxes by a fraction, the number of which is the square foot area of the Property, and the denominator of which is the square foot area of the HRA Property. Seller and Buyer must then further pro rate the pro rata portion of the real estate taxes, if any, attributable to the Property on a per diem basis as of the Closing Date. 8.2 Special Assessments. Special assessments levied against the Property shall be prorated as of the Closing Date. Buyer must reimburse Seller for Buyer's pro rata share of installments of levied special assessments due and payable with respect to the HRA Property in the year of Closing. Buyer's pro rata share shall be determined by multiplying the amount of levied special assessments by a fraction, the number of which is the square foot area of the Property, and the denominator of which is the square foot area of the HRA Property. Seller and Buyer must then further pro rate the pro rata portion of the installments of levied special assessments attributable to the Property on a per diem basis as of the Closing Date. 8.3 Master Declaration. Seller agrees that it will take such steps as may be necessary to ensure that, as of the Contingency Date, the Property is not subject to that certain Master Declaration — Ramsey Town Center dated August 5, 2005, recorded in the Office of the Anoka County Recorder and the Anoka County Registrar of Titles as Document Nos. 1978252.001 (Abstract) and 484495.001 (Torrens) (the "Master Declaration"). Should Seller fail to do so, not later than the scheduled Closing Date, Buyer may, at its option, terminate this Agreement by written notice to Seller. Should Buyer fail to terminate this Agreement by the scheduled Closing Date (as set forth in Section 7.1 above), Buyer shall be deemed to have waived its right to terminate pursuant to this Section 8.3 and the parties will prorate any assessments levied against the Property pursuant to the terms of the Master Declaration on a per diem basis from January 1 of the year of Closing through the day before the Closing Date. Buyer will pay any assessments pending under the Master Declaration as of the Closing Date. ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF SELLER. 9.1 Seller's Representations and Warranties. Seller makes the following representations and warranties to Buyer: (a) Authority. Seller has the legal authority to enter into this Agreement and sell the Property. (b) Litigation. There are no actions, suits, proceedings or investigations pending against the Property, including, without limitation, (A) condemnation or eminent domain claims, actions or proceedings, or (B) actions to seize any portion of the Property under any civil or criminal law authorizing seizure or forfeiture as a penalty for violation. (c) No Tenants. To the best of Seller's actual knowledge, there are no tenants or other third parties in possession of any portion of the Property. 84959-004\1553027_4.doc 8