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ii On or before the Date of Closing Seller will pay, in full, any persons who provide lien labor or materials towards the improvement of the Land at the request of Seller. iii From and after the Effective Date, until this Purchase Agreement is terminated Seller will not voluntarily subject the Land to any covenants, conditions, restrictions, easements, or liens without the written consent of Buyer; provided, however, Seller may petition the City of Ramsey for the adoption of an ordinance subjecting the Land to a Special Service District as described in Section 12(b)(ii). iv Seller will pay any commission or fee due to any agent Seller has engaged or subsequently engages in connection with the transactions described in this Agreement. Seller will pay Buyer's real estate broker, Premier Commercial Properties, a commission equal to 4% of the Purchase Price upon the actual closing of the transaction contemplated by this Agreement and Buyer's payment of the Purchase Price to Seller. For purposes of Sections 11(a) and 11(b), the phrase "Seller's actual knowledge" means the actual knowledge of Mr. Kurt Ulrich, Seller's executive director. If, at any time prior to Closing, Seller acquires actual knowledge that a representations set forth in Section 11(a) or 11(b) is no longer accurate in some material respect, Seller will promptly notify Buyer. The representations and covenants set forth above will survive the Closing of this transaction and Seller's delivery of the Limited Warranty Deed to Buyer, but any action by Buyer alleging that (i) one or more of the representations set forth in Section 11(a) or 11(b) was inaccurate, when made; (ii) Seller failed to promptly notify Buyer after Seller acquired actual knowledge that a representation set forth in Sections 11(a) or 11(b) was no longer accurate in some material respect; or (iii) Seller breached one or more of the covenants set forth in Section 11(c), must be commenced within six (6) months after the Date of Closing by filing an action in Anoka County District Court or Buyer will be deemed to have waived any such claims. 12. Representations and Covenants of Buyer. a. Representations of Buyer. Buyer represents to Seller that, as of the Effective Date: i Buyer is a limited liability company, duly organized pursuant to and in good standing under the laws of the State of North Dakota; and ii The individual signing this Agreement on behalf of Buyer is fully authorized and empowered to sign this Agreement on Buyer's behalf. If, at any time prior to Closing, Buyer acquires actual knowledge that a representations set forth in Section 12(a) is no longer accurate in some material respect, Buyer will promptly notify Seller. The representations set forth above will survive the Closing of C-8 4937063v3