Common use of Subdivision Clause in Contracts

Subdivision. The Parties acknowledge that in order for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 (the “Subdivision”). As soon as practicable following the Effective Date, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closing.

Subdivision. The Parties acknowledge (a) Landlord is in the process of subdividing portions of its land for subdivisions and Planned Residential Developments (hereinafter referred to as “Subdivisions”) some of which are part of the land which is being leased herein, and part of it is other lands adjoining the Property being leased herein to Tenant. Tenant acknowledges that there are Subdivisions being prepared by Landlord and/or are in order the process of having infrastructure installed or erected on the Property for said Subdivisions. Further, Tenant acknowledges that the Landlord or its affiliates may be the builder of some of the homes and/or buildings to be constructed in said Subdivisions and may have non-affiliated companies or individuals purchase lots and build homes and/or other structures in said Subdivisions. Further, Tenant acknowledges that there are numerous water, sewer, storm water, utilities and other easements associated with said Subdivisions that cross or will cross the Property being leased to Tenant. Tenant acknowledges that they have reviewed Landlord’s development plans and conceptual plans for ▇▇▇▇ Frost National Golf Course, ▇▇▇▇ ▇▇▇▇▇ Golf Course PRD, ▇▇▇▇ Frost Ski PRD, Boulder Lake Village Subdivision, Lake Shore Subdivision, Round Pond Subdivision, Pheasant Run and Slope Side Subdivision and agrees that said plans and developments do not interfere with Tenant’s ski operations. Therefore, Tenant agrees as follows: (1) Landlord shall have the right and easements at any time during the term of this Lease, or any extensions thereof, to enter the Property being leased to Tenant and to have ingress, egress and regress for the Property purposes of access or construction of any structures, improvements, roads, utilities, storm water facilities or other subdivision or PRD improvements to be conveyed and/or a deed erected in, or under the Property for the Subdivisions of Landlord or any future Subdivisions developed whether adjacent to the Property recorded among or not and to install the Land Recordsinfrastructure or have others install the infrastructure for the benefit of said Subdivisions, it provided that such location or use of the easement does not interfere with Tenant’s operation of a ski facility. (2) Landlord shall have the right to install upon the Property being leased to Tenant water, sewer, and utility lines and storm water controls for the purposes of the benefit of said Subdivisions. The expense for the construction of said water lines, sewer lines, utility lines, and storm water controls shall be the responsibility of Landlord provided that such location does not interfere with Tenant’s operation of a ski facility. (3) Landlord shall have the right to erect upon the Property being leased to Tenant any water towers, wells, storm water controls, water lines, sewer lines, which structures or equipment may permanently reside on or under the Property leased to Tenant, provided that such location does not interfere with Tenant’s operation of a ski facility. Landlord hereby reserves for itself, its customers, tenants, subtenants, licensees, grantees, successors and assigns, for the length of this lease or any renewal thereof, an easement for the withdrawal of water from the ▇▇▇▇▇ now located on the Property or to be installed on the Property leased to Tenant or which in the future may be located on the Property. (4) Tenant agrees that all restrictions and requirements for all Subdivisions as imposed by ▇▇▇▇▇▇ Township, Pennsylvania Department of Environmental Protection, Carbon County Planning Commission, Delaware River Basin Commission, or any other federal, state or local governmental agency necessary for the completion, erection, or installation of improvements or structures within said Subdivisions which are a burden on the Property leased to obtain approval for a subdivision Tenant shall be permitted by Tenant to be installed, erected or placed upon the Property being leased to Tenant, all of which shall be at the cost of Landlord. (5) Tenant shall not interfere with the installation, erection, placement, use, repair, maintenance or replacement of any of the Property from Lot 5 and aforesaid structures, equipment, water lines, sewer lines, utility lines, storm water controls, by Landlord on the creation Property, provided that such installation, erection, placement, use, repair, maintenance or replacement does not interfere with the Tenant’s operation of a new legally subdivided lot ski facility. (6) Landlord shall have the right to construct access area (paths, walkways, ski paths, alleyways, cart path, ski runs, etc.) from its Subdivisions across, through and over the Property leased to Tenant some of which are to provide access to the Tenant’s Buildings and ski slopes, all of which access areas shall be maintained by Tenant. The location of such access, areas shall be. mutually agreed upon by Landlord and Tenant. The cost for construction of these access areas shall be paid by Landlord or their successors or assigns. All liability for these access areas after construction by Landlord shall be borne solely by Tenant. Tenant shall be responsible for snow-making for the access points to the Ski Area from the remaining subdivisions during ski season to permit the residents of Landlord’s developments to ski on and off the access ways from their developments for the portion of Lot 5 the access way on the Leased Premises, provided, however, Tenant shall only be obligated to use the then existing snow making equipment and shall be under no obligation to purchase additional snow making equipment for this purpose. (7) A portion of the Leased Premises, as shown on Exhibit “O” (the “SubdivisionBoulder Lake Village PRD Area”), is intended by Landlord to be a portion of the Boulder Lake Village PRD project being developed by Landlord. As soon That project will include one or more condominiums and planned communities. Landlord shall have the right to create such projects and condominiums communities and planned communities and to include the PRD Area as practicable following part of such community or communities. Landlord may cause the Effective DatePRD Area to be one or more units (or a portion thereof) of such communities, ownership of which unit shall initially remain in Landlord. When such communities are created, if required by Landlord, Tenant shall execute an amendment to this Lease confirming that the PRD Area that is a portion of the Leased Premises shall be such unit. Tenant shall cause its liability insurance policies, as described in Paragraph 6(a), to name, in addition to Landlord, the Purchaser applicable condominium and homeowners’ associations as additional insureds, and Tenant shall file indemnify and hold harmless Landlord and those associations for any claims or damages resulting from Tenant’s operations, whether or not insured. (b) Tenant shall have the right to remove water from ponds or streams on the Property for the purposes only of making snow subject to all necessary applications federal, state and other documentation local governmental rules and regulations including Delaware River Basin Commission. (c) Landlord, their successors or assigns, shall have the right to obtain provide treated water from Landlord’s sewage treatment plant for snow making to Tenant who shall accept such treated water and utilize it for snow making purposes. (d) All ▇▇▇▇▇ on the approval Leased Premises shall remain the property of the Subdivision (the “Subdivision Approval”) and Landlord for Landlord’s use. Upon central water being available to Tenant, Tenant shall use commercially reasonable efforts and due diligence connect to obtain the Subdivision Approval prior to Closing said central water system at PurchaserTenant’s sole cost and expense. IfUntil such central water system is available for Tenant’s hookup Tenant shall use the existing ▇▇▇▇▇ for drinking water. (e) A pump house exists on the property of Landlord. The pump house provides pumps for water removal for snow-making for the Leased Premises. The Tenant shall maintain its own pumps for water removal and its own electric meter for the pumps. Tenant shall be solely responsible for the repair, despite Purchaser’s commercially reasonable effortsreplacement and maintenance of all water lines on the Property, the Subdivision has not been approved whether used by ten (10) days before ClosingTenant or Landlord, or if any governmental authorityits subsidiaries, including the Planning Commission affiliates or assigns, unless it is caused by Landlord, or its affiliates, negligence. Tenant shall also be solely responsible for the Town repair, replacement and maintenance of Mount Airy (the “Planning Commission”), pump house. Tenant shall be solely responsible for review obtaining and preparing all information necessary for all reports to be submitted pertaining to water withdrawal from Big Boulder Lake or approval any other water source. (f) Landlord, its agents, successors or assigns, shall have full access to any water lines or water pumps on the Property leased to Tenant at any time. (g) Landlord reserves an unlimited easement or right of access on the Property to lay, re-lay, install, inspect, operate, maintain, repair, alter, remove, renew, replace, add and keep any water or sewer lines in, over, under, upon and across the Property for the benefit of Landlord and adjacent landowners and Subdivisions, provided that these encumbrances do not interfere with the Tenant’s operation of a ski facility. (h) Some of the proposed Subdivision, either denies Subdivision Approval current parking for the Leased Property is on lands of the Landlord or requires changes future Planned Communities or Condominium Projects. Tenant shall have the right to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable utilize those parking areas designated by Landlord until such time as Landlord notifies Tenant not to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit utilize such parking areas. Tenant shall be returned responsible to insure, repair and maintain such parking areas on the Purchaser and the parties property of Landlord. All new areas for parking for Tenant on Tenant’s Leased Property shall be relieved Tenant’s responsibility to repair, insure and maintain. Landlord shall, at no cost to Landlord, its licensees, tenants, guests or assigns, have the right, during non-ski season periods, to utilize the parking areas of Tenant. Tenant acknowledges and agrees that Landlord, for itself, its grantees, successors or assigns shall have an easement and a right to access, create, erect, improve, and install roadways through the existing parking areas of the Big Boulder Ski Resort to provide access and use to its Lake Shore development, Slope Side development and other future developments now or when such developments are created. Landlord shall not be responsible for replacing any parking spaces or parking areas currently in existence as a result of the creation, installation, improvement or erection of such roadways. Landlord shall further have full authority to install, at its expense, all liabilities traffic control devices as required by ▇▇▇▇▇▇ Township or any other governmental agency or as determined by Landlord to direct or control traffic on the said streets or through the parking lots on the Property. (i) The term “road” or “roadways” utilized anywhere in this Lease shall include any storm water facilities associated with the construction of said roads or roadways and obligations hereunderany traffic control devices or signs on or for said roads or roadways. (j) All roadways, whether existing now or created, erected or installed in the future within the Leased Premises shall be for use by the public or by the residents of any development and shall be repaired, replaced, and maintained by Tenant including snow removal and anti-skid materials. The Purchaser cost of the repair, maintenance and snow removal shall keep be shared between Tenant and any future subdivisions in accordance with Road Maintenance Agreements to be agreed upon between the Seller apprised parties. The current percentage of any developments Tenant’s responsibility is sixty-five percent (65%) of the costs. (1) All permits for the withdrawal of water for snow-making purposes shall remain with regard Landlord. Tenant shall be responsible to obtaining reimburse Landlord for all labor, employee benefits, materials, permit fees, supplies or other costs and expenses required to monitor and submit the Subdivision Approval necessary reports for the water withdrawal permits. Tenant shall provide all information and monitoring of water withdrawal required by Landlord to maintain said permits. (2) Tenant shall read elapsed time meters daily at the same time each and every day, and shall inspect the monitoring pipe, and make sure that it is full. If it is not full, Tenant shall cease snow-making and all water withdrawals. Tenant shall provide all documentation requested by Landlord regarding water monitoring and water withdrawals. Landlord does not guarantee the Seller with any significant documents availability of water for snow making. (I) Throughout the Leased Premises are non-public access roads. Tenant shall repair and correspondence relating to maintain all said access roads on the Subdivision ApprovalLeased Premises including snow removal. The Seller Landlord, at anytime, shall cooperate with the Purchaser in obtaining the Subdivision Approval have full rights on ingress, egress and regress over, upon and through said access roads. No access road shall be terminated or blocked without Landlord’s prior written permission which may be withheld at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closingits sole discretion.

Subdivision. 4.7.1 The Parties acknowledge Vendor warrants that in order planning permission for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Property lands comprised in the Current Estate Description has been granted and registered under planning reference ## S0079/07. 4.7.2 The Vendor has reached a commercial agreement with the owners of the 7 completed homes comprising the Pre-Existing Development, which will require/allow the Vendor to further subdivide the Current Estate, in order to separate the Pre-Existing Estate from Lot 5 the Modified Estate upon which the Residences will be constructed. The Vendor at its own cost shall with all due diligence and dispatch cause an application to be made on its behalf to the Department of Planning effect such further subdivision. 4.7.3 Should such application prove successful, the Vendor shall transfer the Pre-Existing Estate to another wholly owned subsidiary entity of the Guarantor, having first secured landholding powers for such entity to acquire the Pre-Existing Estate and reserving for the benefit of the Modified Estate rights of way and easements for the passage of utilities of the developed section of Harbour Drive passing through the Pre-Existing Estate. The subdivision approval shall grant like rights of way and easements for the passage of utilities in favour of the Pre-Existing Estate over the extension to Harbour Drive that shall form part of the Infrastructure Works. It shall also grant an easement for the use of a swim cove presently enjoyed by #▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ that will be left in its present natural state to preserve the privacy and amenity of such home; 4.7.4 In the unlikely event that either (i) the agreement to further subdivide the Current Estate as contemplated in Section 4.7.2 is not formalised or (ii) the application with the Department of Planning to subdivide the Current Estate as contemplated in this Section 4.7.3 is not successful, the 8 Residences shall form part of the Current Estate (together with the 7 existing homes) and the creation of a new legally subdivided lot from Vendor shall account separately for the remaining portion of Lot 5 (services that shall be provided to the “Subdivision”). As soon as practicable following Residences and any reserve that shall be funded by the Effective Date, the Purchaser shall file all necessary applications and other documentation to obtain the approval owners of the Subdivision (Residences. 4.7.5 The Guarantor shall pay all legal fees and bear the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence costs of all formalities required to obtain perfect the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authorityseparation contemplated in this Clause 4.7, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”)without limitation stamp duty, responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser registration costs and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closingplanning fees.

Subdivision. With respect to the development of the Premises: A. The Parties parties acknowledge that in order for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision as of the Property from Lot 5 and date this Lease is signed by the creation of a new legally subdivided lot from the remaining portion of Lot 5 last party (the “SubdivisionEffective Date”) the Premises is not constituted as a separate legal parcel, but is part of a larger parcel consisting of approximately 37.096 acres (“Larger Parcel”), all of which is shown by the site plan attached to the lease as Exhibit “A”. As soon Landlord agrees to use reasonable efforts to cause the Premises to be constituted as practicable following a separate legal parcel containing approximately 10.531 acres in the Effective Dateapproximate area and configuration shown and outlined within the area marked in red on Exhibit “A”, and to use reasonable efforts to cause lot 2, as shown on Exhibit “A” to the Purchaser shall file all necessary applications companion Lease and other documentation lots 3 through 5 as shown on Exhibit “A” to obtain the approval of the Subdivision Option Agreement (the “Subdivision ApprovalOption”) between Landlord and Tenant of even date herewith to be subdivided by means of the recordation of a subdivision map by July 1, 1990. In causing such property to be subdivided, Landlord and Tenant agree to consent to reasonable lot line modifications as required by the City of Milpitas; provided, however, that the configuration of the Premises shall be established in such manner that does not result in a material reduction in the Improvements or in parking, access, or landscape amenities which are shown on the site plan attached to this Lease as Exhibit “A”. Tenant agrees to reimburse Landlord for actual expenses paid by Landlord in the preparation, processing and recordation of such subdivision map and to meet other requirements necessary to make said lots 1-5 separate lots; provided, however, Tenant’s total reimbursement obligation pursuant hereto, the Companion Lease and the Option shall not exceed Twenty Five Thousand Dollars ($25,000). At such time is Landlord causes any such subdivision to be completed, Landlord and Tenant shall execute an amendment to this Lease which shall set forth the description of the Premises resulting from the subdivision. B. Landlord and Tenant agree that the Premises and the Larger Parcel during (and limited to) the term of this Lease shall be developed and used only in accordance with a master plan, developed by Landlord. The parties have mutually agreed to a Master Plan for the general development of the entire 37.096 ± acre site which is attached hereto as Exhibit “A” and entitled “Master Site Plan”. Said Master Site Plan sets forth the buildings and land to be leased under this Lease and the Companion Lease (Building 1 and 2 on Lots 1 and 2), and the buildings and land proposed to be developed on the remainder of the property (Building 3, 4, and 5 to be constructed on Lots 3, 4, and 5 respectively) as well as the general location of the parking and landscaping pertaining thereto. The parties agree that the Master Site Plan may be modified provided that (i) a perimeter driveway is developed in front of each building which generally runs near and parallel with the street surrounding the 37 ± acre site, (ii) a landscape and recreation area at the rear of Lot 4 (as shown on the Site Plan) is developed when a building is constructed on L▇▇ ▇ [▇▇▇▇▇▇▇▇▇] ▇▇▇▇▇▇▇ between the street and parking area closest to the street. The parties agree that (i) Landlord may change the master plan, shape and sizes of the buildings, parking and landscaping as long as the general development concept set forth above is generally followed by Landlord, and (ii) any successor or assign of Landlord or Tenant shall be required to consent and agree to develop the Premises and the Larger Parcel in accordance with the foregoing, and shall be deemed to have assumed the obligation to so develop such property by acceptance of a deed, assignment or other means of transfer of Landlord’s or Tenant’s interest in such property or any portion thereof, as the case may be. Further, the memorandum of lease to be recorded by Landlord and Tenant pursuant to paragraph 38G shall contain the following statement: “The Lease provides that from and after the commencement date of the Lease and continuing for a period of fifteen years, whichever first occurs, the Premises and the larger 37.096 acre parcel in which the Premises were originally included, shall be developed by the parties to the Lease or their successors or assigns, as more particularly set forth in the Lease, so that (i) a perimeter, driveway is developed in front of each building which generally runs near and parallel with the street surrounding the 37 ± acre site, (ii) a landscape area is developed along the frontage of all streets between the street and parking area closest to the street, (iii) a landscape and recreation area at the rear of Lot 4 (as shown on the Site Plan identified in the Lease) is developed when a building is constructed on Lot 4, and (iv) all buildings will be similar and generally architecturally compatible, it being agreed that Landlord may change the shape and sizes of the buildings, parking and landscaping as long as the general development concept set forth above and in the Lease is generally followed by Landlord. Tenant understands that the lots shown on the Master Site Plan described in the Lease are for lease purposes only and that the lots have not been legally subdivided and do not constitute separate legal lots, but Landlord agrees to use commercially reasonable efforts and due diligence to obtain cause Lots 1-5 to be subdivided in accordance with the Subdivision Approval prior approved Master Plan by July 1, 1990. If a Public Agency requires modifications to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable effortsthe lot lines as shown on the Master Plan, the Subdivision has not been approved parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by ten Landlord in the processing and recordation of such subdivision map and to meet all other requirements necessary to make said Lots 1-5 separate lots; provided, however, Tenant’s total reimbursement obligation (10pursuant to all agreements between Landlord and Tenant) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy shall in no event exceed Twenty-Five Thousand Dollars (the “Planning Commission$25,000.00).”), responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closing.

Subdivision. The Parties acknowledge (a) Landlord is in the process of subdividing portions of its land for subdivisions and Planned Residential Developments (hereinafter referred to as “Subdivisions”) some of which are part of the land which is being leased herein, and part of it is other lands adjoining the Property being leased herein to Tenant. Tenant acknowledges that there are Subdivisions being prepared by Landlord and/or are in order the process of having infrastructure installed or erected on the Property for said Subdivisions. Further, Tenant acknowledges that the Landlord or its affiliates may be the builder of some of the homes and/or buildings to be constructed in said Subdivisions and may have non-affiliated companies or individuals purchase lots and build homes and/or other structures in said Subdivisions. Further, Tenant acknowledges that there are numerous water, sewer, storm water, utilities and other easements associated with said Subdivisions that cross or will cross the Property being leased to Tenant. Tenant acknowledges that they have reviewed Landlord's development plans and conceptual plans for ▇▇▇▇ Frost National Golf Course , ▇▇▇▇ ▇▇▇▇▇ Golf Course PRD, ▇▇▇▇ Frost Ski PRD, Boulder Lake Village Subdivision, Lake Shore Subdivision, Round Pond Subdivision, Pheasant Run and Slope Side Subdivision and agrees that said plans and developments do not interfere with Tenant's ski operations., Therefore, Tenant agrees as follows: (1) Landlord shall have the right and easements at any time during the term of this Lease, or any extensions thereof, to enter the Property being leased to Tenant and to have ingress, egress and regress for the Property purposes of access or construction of any structures, improvements, roads, utilities, storm water facilities or other subdivision or PRD improvements to be conveyed and/or a deed erected in, or under the Property for the Subdivisions of Landlord or any future Subdivisions developed whether adjacent to the Property recorded among or not and to install the Land Recordsinfrastructure or have others install the infrastructure for the benefit of said Subdivisions, it provided that such location or use of the easement does not interfere with Tenant’s operation of a ski facility. (2) Landlord shall have the right to install upon the Property being leased to Tenant water, sewer, and utility lines and storm water controls for the purposes of the benefit of said Subdivisions. The expense for the construction of said water lines, sewer lines, utility lines, and storm water controls shall be the responsibility of Landlord provided that such location does not interfere with Tenant’s operation of a ski facility. (3) Landlord shall have the right to erect upon the Property being leased to Tenant any water towers, wells, storm water controls, water lines, sewer lines, which structures or equipment may permanently reside on or under the Property leased to Tenant, provided that such location does not interfere with Tenant’s operation of a ski facility. Landlord hereby reserves for itself, its customers, tenants, subtenants, licensees, grantees, successors and assigns, for the length of this lease or any renewal thereof, an easement for the withdrawal of water from the ▇▇▇▇▇ now located on the Property or to be installed on the Property leased to Tenant or which in the future may be located on the Property. (4) Tenant agrees that all restrictions and requirements for all Subdivisions as imposed by ▇▇▇▇▇▇ Township, Pennsylvania Department of Environmental Protection, Carbon County Planning Commission, Delaware River Basin Commission, or any other federal, state or local governmental agency necessary for the completion, erection, or installation of improvements or structures within said Subdivisions which are a burden on the Property leased to obtain approval for a subdivision Tenant shall be permitted by Tenant to be installed, erected or placed upon the Property being leased to Tenant, all of which shall be at the cost of Landlord. (5) Tenant shall not interfere with the installation, erection, placement, use, repair, maintenance or replacement of any of the Property from Lot 5 and aforesaid structures, equipment, water lines, sewer lines, utility lines, storm water controls, by Landlord on the creation Property, provided that such installation, erection, placement, use, repair, maintenance or replacement does not interfere with the Tenant’s operation of a new legally subdivided lot ski facility. (6) Landlord shall have the right to construct access area (paths, walkways, ski paths, alleyways, cart path, ski runs, etc.) from its Subdivisions across, through and over the Property leased to Tenant some of which are to provide access to the Tenant’s Buildings and ski slopes, all of which access areas shall be maintained by Tenant. The location of such access areas shall be mutually agreed upon by Landlord and Tenant. The cost for construction of these access areas shall be paid by Landlord or their successors or assigns. All liability for these access areas after construction by Landlord shall be borne solely by Tenant. Tenant shall be responsible for snow-making for the access points to the Ski Area from the remaining subdivisions during ski season to permit the residents of Landlord's developments to ski on and off the access ways from their developments for the portion of Lot 5 the access way on the Leased Premises, provided, however, Tenant shall only be obligated to use the then existing snow making equipment and shall be under no obligation to purchase additional snow making equipment for this purpose. (7) A portion of the Leased Premises, as shown on Exhibit "O" (the “Subdivision”"▇▇▇▇ ▇▇▇▇▇ Ski PRD Area"), is intended by Landlord to be a portion of the ▇▇▇▇ Frost PRD project being developed by Landlord. As soon That project will include one or more condominiums and planned communities. Landlord shall have the right to create such projects and condominiums communities and planned communities and to include the PRD Area as practicable following part of such community or communities. Landlord may cause the Effective DatePRD Area to be one or more units (or a portion thereof) of such communities, ownership of which unit shall initially remain in Landlord. When such communities are created, if required by Landlord, Tenant shall execute an amendment to this Lease confirming that the PRD Area that is a portion of the Leased Premises shall be such unit. Tenant shall cause its liability insurance policies, as described in Paragraph 6 (a), to name, in addition to Landlord, the Purchaser applicable condominium and homeowners' associations as additional insureds, and Tenant shall file indemnify and hold harmless Landlord and those associations for any claims or damages resulting from Tenant's operations, whether or not insured. (b) Tenant shall have the right to remove water from ponds or streams on the Property for the purposes only of making snow subject to all necessary applications federal, state and other documentation local governmental rules and regulations including Delaware River Basin Commission. (c) Landlord, their successors or assigns, shall have the right to obtain provide treated water from Landlord’s sewage treatment plant for snow making to Tenant who shall accept such treated water and utilize it for snow making purposes. (d) All ▇▇▇▇▇ on the approval Leased Premises shall remain the property of the Subdivision (the “Subdivision Approval”) and Landlord for Landlord's use. Upon central water being available to Tenant, Tenant shall use commercially reasonable efforts and due diligence connect to obtain the Subdivision Approval prior to Closing said central water system at Purchaser’s Tenant's sole cost and expense. IfUntil such central water system is available for Tenant's hookup Tenant shall use the existing ▇▇▇▇▇ for drinking water. (e) A pump house exists on the property leased to Tenant. The pump house provides pumps for water removal for snow-making for the Leased Property. The pump house also provides water lines for the water provided for irrigation to the golf course entity. The golf course entity shall be entitled to access the pump house and have full use of and access to all water lines at no cost to Landlord or the golf course entity. The golf course entity shall maintain its own pumps and electrical meter for electricity for the pumps. The Tenant shall maintain its own pumps for water removal and its own electric meter for the pumps. Tenant shall be solely responsible for the repair, despite Purchaser’s commercially reasonable effortsreplacement and maintenance of all water lines on the Property, the Subdivision has not been approved whether used by ten (10) days before ClosingTenant or Landlord, or if any governmental authorityits subsidiaries, including affiliates or assigns or the Planning Commission golf course entity, unless it is caused by Landlord’s, or its affiliates, negligence. Tenant shall also be solely responsible for the Town repair, replacement and maintenance of Mount Airy the pump house. Tenant shall be solely responsible for obtaining and preparing all information necessary for all reports to be submitted pertaining to water withdrawal from the Tobyhanna Creek or any other water source. The parties further agree that the road to the pump house shall be retained by Landlord, but maintained, repaired, insured, and plowed of snow by Tenant. Further, Tenant shall not have the exclusive use of this roadway, but shall share its use with Landlord, its licensees, tenants, guests or assigns and the golf course entity. Either party will have the right to use poles on the Property or off the Property along the pump house road of the other for utilities. (f) Landlord, its agents, successors or assigns, shall have full access to any water lines or water pumps on the Property leased to Tenant at any time. (g) Landlord reserves an unlimited easement or right of access on the Property to lay, re-lay, install, inspect, operate, maintain, repair, alter, remove, renew, replace, add and keep any water or sewer lines in, over, under, upon and across the Property for the benefit of Landlord and adjacent landowners and Subdivisions, provided that these encumbrances do not interfere with the Tenant’s operation of a ski facility. (h) Some of the current parking for the Leased Property is on lands of the Landlord or future Planned Communities or Condominium Projects. Tenant shall have the right to utilize those parking areas designated by Landlord until such time as Landlord notifies Tenant not to utilize such parking areas. Tenant shall be responsible to insure, repair and maintain such parking areas on the property of Landlord. All new areas for parking for Tenant on Tenant’s Leased Property shall be Tenant’s responsibility to repair, insure and maintain. New parking areas as shown on Exhibit "L" will be prepared by Landlord as needed, as existing areas are closed or blocked. Landlord shall, at no cost to Landlord, its licensees, tenants, guests or assigns, have the right, during non-ski season periods, to utilize the parking areas of Tenant for the golf course parking and golf course access or other uses associated with its developments or future developments. (i) The term “Planning Commission”road” or “roadways” utilized anywhere in this lease shall include any storm water facilities associated with the construction of said roads or roadways and any traffic control devices or signs on or for said roads or roadways. (1) All permits for the withdrawal of water for snow-making purposes or for golf course irrigation shall remain with Landlord. Tenant shall be responsible to reimburse Landlord for all labor, employee benefits, materials, permit fees, supplies or other costs and expenses required to monitor and submit the necessary reports for the water withdrawal permits. Tenant shall provide all information and monitoring of water withdrawal required by Landlord to maintain said permits. (2) Tenant shall be responsible to read the pump meters and record the meter readings daily at the same time each and every day. Tenant shall go to the U.S.G.S. web site and print out the Tobyhanna Creek’s monitoring station daily report. If the monitoring station is below 22.4 cfs, all water withdrawals must cease immediately. Tenant shall be responsible for and shall pay for all water withdrawn. Tenant shall provide all documentation requested by Landlord regarding water monitoring and water withdrawals. Landlord does not guarantee the availability of water for snow-making (k) Throughout the Leased Premises are non-public access roads. Tenant shall repair and maintain all said access roads on the Leased Premises including snow removal. Landlord, at anytime, shall have full rights on ingress, egress and regress over, upon and through said access roads. No access road shall be terminated or blocked without Landlord's prior written permission which may be withheld at its sole discretion. (l) Landlord reserves the right at any time and from time to time to remove, relocate, or demolish existing facilities including but not limited to underground storage tanks, buildings, garages, concrete pads, parking areas, or existing equipment attach to a building or inground. Landlord shall restore or replace such equipment, buildings or facilities on the Leased Premises or shall provide additional area adjacent to the Leased Premises to the Tenant in size or value to that which is removed. Any buildings that are removed or demolished shall be replaced with buildings of a similar value except that Landlord shall have the unrestricted right without the requirement of replacement or reimbursement, to demolish the flightline building. (m) Tenant's heavy equipment (over 20 tons), responsible construction equipment or groomers shall not be permitted to enter upon any entrance road to any development of Landlord's or upon ▇▇▇▇ ▇▇▇▇▇ Mountain Road or Road "C" except for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closingsnow removal.

Subdivision. The Parties acknowledge that During the Due Diligence Period, but only after PAID and River Associates Inc. have entered into the River Associates Lease Amendment (all in order accordance with the applicable provisions of Section 3.1.3 hereof), Urban and PAID shall mutually agree upon the boundary lines for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision each of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 Properties (the “Subdivision”) and attach hereto the proposed subdivision plans as Schedule 6.2.5 (each, a “Subdivision Plan”). As soon as practicable following After the Effective Date, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing Urban, at Purchaser’s its sole cost and expense. If, despite Purchaser’s commercially reasonable effortsshall apply for and diligently prosecute, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes . Urban shall promptly deliver to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved PAID copies of all liabilities such applications, and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments and all correspondence and notices sent or received by Urban with regard respect to obtaining the Subdivision Approval such applications, and shall provide the Seller with any significant documents and correspondence of all rulings or approvals relating to the Subdivision Approvalthereto. The Seller PAID shall cooperate with the Purchaser and assist Urban in obtaining the Subdivision Approval Subdivision, and PAID shall be permitted to review, comment and approve the application and prosecution process, but at no cost, expense liability, obligation or liability responsibility to PAID. At the expiration of the initial Due Diligence Period, the Subdivision shall be final and unappealed, with all appeal periods having expired. In the event that Subdivision is not final and unappealed, with all appeal periods having expired on or prior to the Seller. The provisions expiration of this Section the initial Due Diligence Period, then Urban shall survive have the Closingright, but not the obligation, to extend the Due Diligence Period as hereinafter provided in Article 7 for such time as is necessary for the Subdivision to become final and unappealed, with all appeal periods having expired.

Subdivision. The Parties acknowledge that in order for Seller agrees, commencing immediately upon execution of this Agreement, at Seller’s sole cost and expense, to cause, and to use best efforts to cause, the Property Existing Parcel to be conveyed and/or subdivided through a deed commercial subdivision process to the Property recorded among the Land Recordsbe completed, it may be necessary to obtain approval for a subdivision as soon as reasonably practicable, in accordance with Chapter 278 of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 NRS (collectively, the “Subdivision”). As soon as practicable following , under which the Effective DateExisting Parcel will be divided so that there will be two separate parcels that encompass the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning CommissionTreasure Island Property”), responsible for review and there are two or approval more parcels that encompass the remainder of the proposed SubdivisionExisting Parcel (collectively, either denies Subdivision Approval the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree on the size and contours of the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall not modify or requires changes to revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(a), in connection with the Subdivision or imposes conditions for Subdivision Approval that are unacceptable otherwise, without Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s efforts to either Partycomplete the Subdivision, either Party may terminate this Agreement by written notice and shall not agree to the other party within ten (10) days before Closing imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which event the Deposit shall not be unreasonably withheld. Purchaser shall be returned entitled to direct Seller’s activities with respect to the Subdivision, and if Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the so elects, Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide to Purchaser a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance of the Subdivision, as determined by Purchaser to be appropriate. In connection with the Subdivision, Seller shall comply with any significant documents all applicable Laws and correspondence relating with all requirements imposed pursuant to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingPermitted Exceptions.

Subdivision. The Parties acknowledge Buyer and Seller have determined that in order for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision portion of the Wood Campus Real Property from (New Hospital Site), including most of Lot 5 B-1 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 B-2 thereof, is not necessary for the construction and operation of the New Hospital. Therefore, Buyer and Seller desire to subdivide the Wood Campus Real Property (New Hospital Site) to exclude such portion of the Wood Campus Real Property (New Hospital Site) (the “SubdivisionExcluded Parcel”), with the intention that it be retained by Seller. The approximate location of the proposed property line is as shown on Exhibit H attached hereto. Promptly following the Execution Date, Seller shall prepare or cause to be prepared a subdivision plat consistent with Exhibit H, containing sufficient detail and otherwise complying with all applicable requirements for the acceptance by the appropriate office (the “Subdivision Plat”). As soon Upon completion, Seller shall submit the Subdivision Plat to Buyer for approval as practicable following to the Effective Dateexact location of the property line and any other matters disclosed or set forth therein, which approval shall not be unreasonably withheld, conditioned or delayed. Upon approval by Buyer, the Purchaser Subdivision Plat shall file all necessary applications be submitted for approval and other documentation recording by the appropriate office. Seller shall make good faith efforts to obtain the approval and recording of the Subdivision Plat prior to Closing. If the Subdivision Plat is approved and recorded prior to Closing, then the “Wood Campus Real Property (New Hospital Site)” shall thereafter mean and refer to the real property described in Schedule 1.1(d) less and excluding the Excluded Parcel for all purposes, and the Title Commitment and Survey shall be updated to exclude the Excluded Parcel. For the avoidance of doubt, the approval and recording of the Subdivision Plat is not a condition to Closing, and if not completed prior to Closing, the entirety of the Wood Campus Real Property (New Hospital Site) as described on Schedule 1.1(d) shall be conveyed to Buyer at Closing. Thereafter, Buyer and Seller shall continue in good faith to pursue the approval and recording of the Subdivision Plat. Upon approval and recording of the Subdivision Plat, Buyer shall promptly re-convey the Excluded Parcel to Seller without consideration, by limited warranty deed, subject only to Permitted Exceptions, but otherwise without representation, warranty or recourse. Notwithstanding anything to the contrary herein, Buyer and Seller agree that if the approval of the Subdivision Plat is conditioned upon the grant or reservation of any new easements, rights- of-way or other restrictions upon the remainder of the Wood Campus Real Property (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”New Hospital Site), responsible for review and if, in the sole but reasonable discretion of Buyer, such easements, rights-of- way or approval other restrictions would materially impair the development, construction or operation of the New Hospital, Buyer shall propose a new subdivision plat that will not materially impair the development, construction or operation of the New Hospital (which proposal may, without limitation, involve relocating the proposed Subdivision, either denies Subdivision Approval or requires changes boundary between the parcels in a manner that reduces the size of the parcel to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard Seller, if such relocation is reasonably necessary to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating avoid material impairment to the Subdivision Approval. The Seller shall cooperate with development, construction or operation of the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingNew Hospital).

Subdivision. The Parties acknowledge that in order In connection with the sale of the Release Property or for the Property any other reasonable purpose, Borrower shall be permitted to be conveyed and/or a deed to the Property recorded among subdivide the Land Records, it may be necessary to obtain approval for a subdivision of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 into two or more separate legal parcels (the “Subdivision”). As soon as practicable following ) subject to Lender’s reasonable consent which shall be based on the Effective Datefollowing: (A) No Default or Event of Default shall exist at the time of the request or at the time of the Subdivision; (B) Lender reasonably approves of all subdivision documents, the Purchaser shall file all necessary applications including, without limitation, any plats or plans relating thereto and other documentation to obtain the any documents establishing cross-easements or restrictive covenants, including, without limitation, Lender’s receipt and approval of all easements necessary to allow each of the subdivided parcels access and cost sharing and use of shared facilities for its use as an IBX Facility and Commercial Facility in compliance with all applicable Laws and Legal Requirements; (C) The Subdivision complies with, and the Mortgaged Property after giving effect to the Subdivision will comply with, all Laws and Legal Requirements; (the “Subdivision Approval”D) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at PurchaserAt Borrower’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has Title Company issues to Lender a date-down endorsement to the Title Policy insuring Lender’s first priority lien on the Mortgaged Property is not been approved impaired by ten (10) days before Closingthe Subdivision, and updates to existing endorsements of the Title Policy, if applicable, or if any governmental authoritynew endorsements as Lender may reasonably require, including including, without limitation, a subdivision endorsement in form and substance acceptable to Lender; (E) To the Planning Commission for extent the Town of Mount Airy Mortgage needs to be revised to reflect such Subdivision in Lender’s reasonable discretion, Borrower and Borrower Representative shall deliver fully executed amendments to the Mortgage; (F) The Lender shall have received such other documents, certificates, instruments, opinions or assurances as the “Planning Commission”), responsible for review or approval Lender may reasonably request; and (G) The Borrower shall pay all of the proposed Lender’s out-of-pocket costs and expenses incurred by the Lender in connection with such request for such Subdivision, either denies including, without limitation, all recording costs, transfer taxes, title premiums and reasonable legal fees, regardless of whether or not such Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closingis consummated.

Subdivision. The Parties acknowledge that in order for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 31.1. Within sixty (the “Subdivision”). As soon as practicable 60) days following the Effective Date, the Purchaser shall file all necessary applications and other documentation Landlord will make application to obtain the subdivision authority for the City of Medicine Hat for the approval of the Subdivision (the “Subdivision Approval”) of a plan of subdivision (the “Subdivision Plan”) in respect of the Landlord’s Lands which, upon registration, will create the Lands as a separate and shall use commercially distinct legal parcel. The Landlord will keep the Tenant informed as to the progress and status of the Landlord’s subdivision application and, without limitation to the foregoing, will provide a copy of the subdivision application, including the proposed tentative plan of subdivision, before submitting the same to the subdivision approving authority, and a copy of the Subdivision Approval as and when issued. The Landlord will be responsible, at its sole cost and expense, for the satisfaction of any conditions of approval to the Subdivision Approval, including without limitation, the payment of any off-site levies and the dedication of reserves (or payment of cash in lieu thereof), and will make all reasonable commercial efforts and due diligence to obtain the Subdivision Approval prior and to Closing cause the Subdivision Plan to be registered as soon as reasonably practicable thereafter. Any easements, rights of way or other interests to be granted in respect of the Lands in connection with the aforesaid subdivision will be approved by the Tenant, acting reasonably. The Tenant will reimburse the Landlord in respect of the Landlord’s out of pocket costs and expenses reasonably incurred in connection with the submission of the application for the subdivision approval and in preparing and registering the Subdivision Plan. Upon registration of the Subdivision Plan, the Tenant will promptly discharge (except as to the Lands), at Purchaser’s its sole cost and expense. If, despite Purchaserany caveat, encumbrance, lien, charge or other instrument which the Tenant may have registered or caused to be registered against the title to the Landlord’s commercially reasonable effortsLands, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval save and except a caveat in respect of the proposed Subdivision, either denies Subdivision Approval easement granted pursuant to clause 32.1 and any caveat or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing easement registered in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised respect of any developments with regard easement agreement entered into by the Parties pursuant to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closingclause 32.7.

Subdivision. The Parties acknowledge (a) Landlord is in the process of subdividing portions of its land for subdivisions and Planned Residential Developments (hereinafter referred to as “Subdivisions”) some of which are part of the land which is being leased herein, and part of it is other lands adjoining the Property being leased herein to Tenant. Tenant acknowledges that there are Subdivisions being prepared by Landlord and/or are in order the process of having infrastructure installed or erected on the Property for said Subdivisions. Further, Tenant acknowledges that the Landlord or its affiliates may be the builder of some of the homes and/or buildings to be constructed in said Subdivisions and may have non-affiliated companies or individuals purchase lots and build homes and/or other structures in said Subdivisions. Further, Tenant acknowledges that there are numerous water, sewer, storm water, utilities and other easements associated with said Subdivisions that cross or will cross the Property being leased to Tenant. Tenant acknowledges that they have reviewed Landlord’s development plans and conceptual plans for ▇▇▇▇ Frost National Golf Course, ▇▇▇▇ ▇▇▇▇▇ Golf Course PRD, ▇▇▇▇ Frost Ski PRD, Boulder Lake Village Subdivision, Lake Shore Subdivision, Round Pond Subdivision, Pheasant Run and Slope Side Subdivision and agrees that said plans and developments do not interfere with Tenant’s ski operations., Therefore, Tenant agrees as follows: (1) Landlord shall have the right and easements at any time during the term of this Lease, or any extensions thereof, to enter the Property being leased to Tenant and to have ingress, egress and regress for the Property purposes of access or construction of any structures, improvements, roads, utilities, storm water facilities or other subdivision or PRD improvements to be conveyed and/or a deed erected in, or under the Property for the Subdivisions of Landlord or any future Subdivisions developed whether adjacent to the Property recorded among or not and to install the Land Recordsinfrastructure or have others install the infrastructure for the benefit of said Subdivisions, it provided that such location or use of the easement does not interfere with Tenant’s operation of a ski facility. (2) Landlord shall have the right to install upon the Property being leased to Tenant water, sewer, and utility lines and storm water controls for the purposes of the benefit of said Subdivisions. The expense for the construction of said water lines, sewer lines, utility lines, and storm water controls shall be the responsibility of Landlord provided that such location does not interfere with Tenant’s operation of a ski facility. (3) Landlord shall have the right to erect upon the Property being leased to Tenant any water towers, wells, storm water controls, water lines, sewer lines, which structures or equipment may permanently reside on or under the Property leased to Tenant, provided that such location does not interfere with Tenant’s operation of a ski facility. Landlord hereby reserves for itself, its customers, tenants, subtenants, licensees, grantees, successors and assigns, for the length of this lease or any renewal thereof, an easement for the withdrawal of water from the ▇▇▇▇▇ now located on the Property or to be installed on the Property leased to Tenant or which in the future may be located on the Property. (4) Tenant agrees that all restrictions and requirements for all Subdivisions as imposed by ▇▇▇▇▇▇ Township, Pennsylvania Department of Environmental Protection, Carbon County Planning Commission, Delaware River Basin Commission, or any other federal, state or local governmental agency necessary for the completion, erection, or installation of improvements or structures within said Subdivisions which are a burden on the Property leased to obtain approval for a subdivision Tenant shall be permitted by Tenant to be installed, erected or placed upon the Property being leased to Tenant, all of which shall be at the cost of Landlord. (5) Tenant shall not interfere with the installation, erection, placement, use, repair, maintenance or replacement of any of the Property from Lot 5 and aforesaid structures, equipment, water lines, sewer lines, utility lines, storm water controls, by Landlord on the creation Property, provided that such installation, erection, placement, use, repair, maintenance or replacement does not interfere with the Tenant’s operation of a new legally subdivided lot ski facility. (6) Landlord shall have the right to construct access area (paths, walkways, ski paths, alleyways, cart path, ski runs, etc.) from its Subdivisions across, through and over the Property leased to Tenant some of which are to provide access to the Tenant’s Buildings and ski slopes, all of which access areas shall be maintained by Tenant. The location of such access areas shall be mutually agreed upon by Landlord and Tenant. The cost for construction of these access areas shall be paid by Landlord or their successors or assigns. All liability for these access areas after construction by Landlord shall be borne solely by Tenant. Tenant shall be responsible for snow-making for the access points to the Ski Area from the remaining subdivisions during ski season to permit the residents of Landlord’s developments to ski on and off the access ways from their developments for the portion of Lot 5 the access way on the Leased Premises, provided, however, Tenant shall only be obligated to use the then existing snow making equipment and shall be under no obligation to purchase additional snow making equipment for this purpose. (7) A portion of the Leased Premises, as shown on Exhibit “O” (the “Subdivision”). As soon as practicable following the Effective Date, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission▇▇▇▇ ▇▇▇▇▇ Ski PRD Area”), responsible for review or approval is intended by Landlord to be a portion of the proposed Subdivision▇▇▇▇ Frost PRD project being developed by Landlord. That project will include one or more condominiums and planned communities. Landlord shall have the right to create such projects and condominiums communities and planned communities and to include the PRD Area as part of such community or communities. Landlord may cause the PRD Area to be one or more units (or a portion thereof) of such communities, either denies Subdivision Approval or requires changes ownership of which unit shall initially remain in Landlord. When such communities are created, if required by Landlord, Tenant shall execute an amendment to this Lease confirming that the Subdivision or imposes conditions for Subdivision Approval PRD Area that are unacceptable to either Party, either Party may terminate this Agreement by written notice to is a portion of the other party within ten (10) days before Closing in which event the Deposit Leased Premises shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closing.such

Subdivision. The Parties acknowledge that parties wish to subdivide the Seller’s Ancillary Parcel substantially consistent with the drawing attached as Exhibit A in order for to separate the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Property from Parking Lot 5 and the creation of a new legally subdivided lot Parcel from the remaining portion of Lot 5 Seller’s Ancillary Parcel. Within the Inspection Period, Purchaser shall prepare and submit to Seller a proposed subdivision plat (the “SubdivisionSubdivision Plat”) in accordance with the foregoing and all requirements of the Subdivision Regulations of the City of Birmingham, Alabama, which Subdivision Plat shall be subject to Seller’s prior written approval, not to be unreasonably withheld, conditioned or delayed (provided that if the proposed subdivision and the filing of the Subdivision Plat would create a condition that would prevent or adversely affect beyond a deminimis extent Seller’s ability to continue operations on Seller's Ancillary Parcel as presently conducted, Seller’s withholding consent therefor shall not be unreasonable). As soon as practicable following Within ten (10) Business Days of the Effective Date, Purchaser will engage the engineer (the reasonable and necessary out of pocket expense of which shall be reimbursed by Seller to Purchaser shall file all necessary applications upon Closing or termination of this Agreement) to prepare the Subdivision Plat, and other documentation to obtain the approval have such engineer provide a timeline of the preparation and approval process with key preparation, submission and approval dates to Seller for Seller's approval. The Subdivision Plat will be submitted to Seller as soon as possible but in no event later than thirty (30) days after the “Subdivision Approval”) Effective Date. Seller and shall Purchaser will each cooperate and use commercially reasonable efforts and due diligence to obtain complete each item within the date on the approved timeline. Once approved by Seller, Purchaser shall promptly submit the Subdivision Approval prior Plat to Closing at Purchaser’s sole cost the Planning Commission. The parties shall submit and expense. If, despite Purchaser’s commercially reasonable efforts, cooperate with the submission of the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authorityPlat, including the execution of any forms or consents required by the Planning Commission. In the event the Subdivision Plat is not approved by the Planning Commission for the Town of Mount Airy (the “Planning Commission”)on or before April 30, responsible for review or approval of the proposed Subdivision2015, either denies Subdivision Approval Seller or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either PartyPurchaser may, either Party may at their respective sole elections, terminate this Agreement by written notice to whereupon the other party within ten (10) days before Closing in which event the Deposit ▇▇▇▇▇▇▇ Money shall be immediately returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingPurchaser.

Subdivision. 22.1 The Parties acknowledge that Vendor shall at its cost use all reasonable endeavours to: (1) Subdivide the Land generally in order accordance with the Scheme Plan; (2) Complete the Subdivision in accordance with the requirements of the Relevant Authorities; and (3) Enable the issue of individual title for the Property from LINZ. 22.2 The Purchaser acknowledges that all measurements and areas indicated on the Scheme Plan are approximate only and may be varied: (1) On completion of the Subdivision Plan by the Vendor’s surveyor; (2) On examination of the Subdivision Plan by LINZ; (3) To incorporate such amendments required by LINZ and/or the Relevant Authorities; and (4) To incorporate such amendments which in the opinion of the Vendor are necessary or desirable. 22.3 The Purchaser shall not be entitled to be conveyed and/or a deed requisition, cancel or vary the terms of this Agreement or demand compensation from the Vendor due to the measurements, dimensions, boundaries or areas indicated on the Scheme Plan being varied provided 22.4 The Purchaser acknowledges that the Vendor retains the following rights in respect of the Property recorded among (provided the Vendor acts reasonably in all respects): (1) To store soil in the course of development works on the Property; (2) To cut away or remove as reasonably required, the soil and substrata of the Property and/or any other part of the Land Recordsand fill as reasonably required adjacent to roads, it may be necessary accessways or rights of way; and (3) To excavate contour, lower, fill, landscape or plant the Property and Land. 22.5 The Purchaser agrees not to obtain approval make any objection or do anything by act or omission to directly or indirectly impede or delay any application by the Vendor for a resource consent under the Resource Management Act 1991 or any other application for land use or subdivision of the Land. 22.6 In addition to the warranties in the general terms of sale, the Vendor further warrants and undertakes that at the Settlement Date: (1) The Property from Lot 5 will be left in a clean and the creation of a new legally subdivided lot tidy condition; (2) All construction debris will be removed from the remaining portion of Lot 5 Property; (3) All boundary pegs will be clearly flagged; and (4) The Subdivision will be completed in accordance with the “Subdivision”). As soon as practicable following the Effective Date, the Purchaser shall file all necessary applications terms and other documentation to obtain the approval conditions of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingConsents.

Subdivision. The Parties acknowledge (a) Landlord is in the process of subdividing portions of its land for subdivisions and Planned Residential Developments (hereinafter referred to as “Subdivisions”) some of which are part of the land which is being leased herein, and part of it is other lands adjoining the Property being leased herein to Tenant. Tenant acknowledges that there are Subdivisions being prepared by Landlord and/or are in order the process of having infrastructure installed or erected on the Property for said Subdivisions. Further, Tenant acknowledges that the Landlord or its affiliates may be the builder of some of the homes and/or buildings to be constructed in said Subdivisions and may have non-affiliated companies or individuals purchase lots and build homes and/or other structures in said Subdivisions. Further, Tenant acknowledges that there are numerous water, sewer, storm water, utilities and other easements associated with said Subdivisions that cross or will cross the Property being leased to Tenant. Tenant acknowledges that they have reviewed Landlord's development plans and conceptual plans for ▇▇▇▇ Frost National Golf Course, ▇▇▇▇ ▇▇▇▇▇ Golf Course PRD, ▇▇▇▇ Frost Ski PRD, Boulder Lake Village Subdivision, Lake Shore Subdivision, Round Pond Subdivision, Pheasant Run and Slope Side Subdivision and agrees that said plans and developments do not interfere with Tenant's ski operations. Therefore, Tenant agrees as follows: (1) Landlord shall have the right and easements at any time during the term of this Lease, or any extensions thereof, to enter the Property being leased to Tenant and to have ingress, egress and regress for the Property purposes of access or construction of any structures, improvements, roads, utilities, storm water facilities or other subdivision or PRD improvements to be conveyed and/or a deed erected in, or under the Property for the Subdivisions of Landlord or any future Subdivisions developed whether adjacent to the Property recorded among or not and to install the Land Recordsinfrastructure or have others install the infrastructure for the benefit of said Subdivisions, it provided that such location or use of the easement does not interfere with Tenant’s operation of a ski facility. (2) Landlord shall have the right to install upon the Property being leased to Tenant water, sewer, and utility lines and storm water controls for the purposes of the benefit of said Subdivisions. The expense for the construction of said water lines, sewer lines, utility lines, and storm water controls shall be the responsibility of Landlord provided that such location does not interfere with Tenant’s operation of a ski facility. (3) Landlord shall have the right to erect upon the Property being leased to Tenant any water towers, wells, storm water controls, water lines, sewer lines, which structures or equipment may permanently reside on or under the Property leased to Tenant, provided that such location does not interfere with Tenant’s operation of a ski facility. Landlord hereby reserves for itself, its customers, tenants, subtenants, licensees, grantees, successors and assigns, for the length of this lease or any renewal thereof, an easement for the withdrawal of water from the ▇▇▇▇▇ now located on the Property or to be installed on the Property leased to Tenant or which in the future may be located on the Property. (4) Tenant agrees that all restrictions and requirements for all Subdivisions as imposed by ▇▇▇▇▇▇ Township, Pennsylvania Department of Environmental Protection, Carbon County Planning Commission, Delaware River Basin Commission, or any other federal, state or local governmental agency necessary for the completion, erection, or installation of improvements or structures within said Subdivisions which are a burden on the Property leased to obtain approval for a subdivision Tenant shall be permitted by Tenant to be installed, erected or placed upon the Property being leased to Tenant, all of which shall be at the cost of Landlord. (5) Tenant shall not interfere with the installation, erection, placement, use, repair, maintenance or replacement of any of the Property from Lot 5 and aforesaid structures, equipment, water lines, sewer lines, utility lines, storm water controls, by Landlord on the creation Property, provided that such installation, erection, placement, use, repair, maintenance or replacement does not interfere with the Tenant’s operation of a new legally subdivided lot ski facility. (6) Landlord shall have the right to construct access area (paths, walkways, ski paths, alleyways, cart path, ski runs, etc.) from its Subdivisions across, through and over the Property leased to Tenant some of which are to provide access to the Tenant’s Buildings and ski slopes, all of which access areas shall be maintained by Tenant. The location of such access areas shall be mutually agreed upon by Landlord and Tenant. The cost for construction of these access areas shall be paid by Landlord or their successors or assigns. All liability for these access areas after construction by Landlord shall be borne solely by Tenant. Tenant shall be responsible for snow-making for the access points to the Ski Area from the remaining subdivisions during ski season to permit the residents of Landlord's developments to ski on and off the access ways from their developments for the portion of Lot 5 the access way on the Leased Premises, provided, however, Tenant shall only be obligated to use the then existing snow making equipment and shall be under no obligation to purchase additional snow making equipment for this purpose. (7) A portion of the Leased Premises, as shown on Exhibit "O" (the “Subdivision”"Boulder Lake Village PRD Area"), is intended by Landlord to be a portion of the Boulder Lake Village PRD project being developed by Landlord. As soon That project will include one or more condominiums and planned communities. Landlord shall have the right to create such projects and condominiums communities and planned communities and to include the PRD Area as practicable following part of such community or communities. Landlord may cause the Effective DatePRD Area to be one or more units (or a portion thereof) of such communities, ownership of which unit shall initially remain in Landlord. When such communities are created, if required by Landlord, Tenant shall execute an amendment to this Lease confirming that the PRD Area that is a portion of the Leased Premises shall be such unit. Tenant shall cause its liability insurance policies, as described in Paragraph 6 (a), to name, in addition to Landlord, the Purchaser applicable condominium and homeowners' associations as additional insureds, and Tenant shall file indemnify and hold harmless Landlord and those associations for any claims or damages resulting from Tenant's operations, whether or not insured. (b) Tenant shall have the right to remove water from ponds or streams on the Property for the purposes only of making snow subject to all necessary applications federal, state and other documentation local governmental rules and regulations including Delaware River Basin Commission . (c) Landlord, their successors or assigns, shall have the right to obtain provide treated water from Landlord’s sewage treatment plant for snow making to Tenant who shall accept such treated water and utilize it for snow making purposes. (d) All ▇▇▇▇▇ on the approval Leased Premises shall remain the property of the Subdivision (the “Subdivision Approval”) and Landlord for Landlord's use. Upon central water being available to Tenant, Tenant shall use commercially reasonable efforts and due diligence connect to obtain the Subdivision Approval prior to Closing said central water system at Purchaser’s Tenant's sole cost and expense. IfUntil such central water system is available for Tenant's hookup Tenant shall use the existing ▇▇▇▇▇ for drinking water. (e) A pump house exists on the property of Landlord. The pump house provides pumps for water removal for snow-making for the Leased Premises. The Tenant shall maintain its own pumps for water removal and its own electric meter for the pumps. Tenant shall be solely responsible for the repair, despite Purchaser’s commercially reasonable effortsreplacement and maintenance of all water lines on the Property, the Subdivision has not been approved whether used by ten (10) days before ClosingTenant or Landlord, or its subsidiaries, affiliates or assigns, unless it is caused by Landlord, or its affiliates, negligence. Tenant shall also be solely responsible for the repair, replacement and maintenance of the pump house. Tenant shall be solely responsible for obtaining and preparing all information necessary for all reports to be submitted pertaining to water withdrawal from Big Boulder Lake or any other water source. (f) Landlord, its agents, successors or assigns, shall have full access to any water lines or water pumps on the Property leased to Tenant at any time. (g) Landlord reserves an unlimited easement or right of access on the Property to lay, re-lay, install, inspect, operate, maintain, repair, alter, remove, renew, replace, add and keep any water or sewer lines in, over, under, upon and across the Property for the benefit of Landlord and adjacent landowners and Subdivisions, provided that these encumbrances do not interfere with the Tenant’s operation of a ski facility. (h) Some of the current parking for the Leased Property is on lands of the Landlord or future Planned Communities or Condominium Projects. Tenant shall have the right to utilize those parking areas designated by Landlord until such time as Landlord notifies Tenant not to utilize such parking areas. Tenant shall be responsible to insure, repair and maintain such parking areas on the property of Landlord. All new areas for parking for Tenant on Tenant’s Leased Property shall be Tenant’s responsibility to repair, insure and maintain. Landlord shall, at no cost to Landlord, its licensees, tenants, guests or assigns, have the right, during non-ski season periods, to utilize the parking areas of Tenant. Tenant acknowledges and agrees that Landlord, for itself, its grantees, successors or assigns shall have an easement and a right to access, create, erect, improve, and install roadways through the existing parking areas of the Big Boulder Ski Resort to provide access and use to its Lake Shore development, Slope Side development and other future developments now or when such developments are created. Landlord shall not be responsible for replacing any parking spaces or parking areas currently in existence as a result of the creation, installation, improvement or erection of such roadways. Landlord shall further have full authority to install, at its expense, all traffic control devices as required by ▇▇▇▇▇▇ Township or any other governmental agency or as determined by Landlord to direct or control traffic on the said streets or through the parking lots on the Property. (i) The term “road” or “roadways” utilized anywhere in this Lease shall include any storm water facilities associated with the construction of said roads or roadways and any traffic control devices or signs on or for said roads or roadways. (j) All roadways, whether existing now or created, erected or installed in the future within the Leased Premises shall be for use by the public or by the residents of any development and shall be repaired, replaced, and maintained by Tenant including snow removal and anti-skid materials. The cost of the repair, maintenance and snow removal shall be shared between Tenant and any future subdivisions in accordance with Road Maintenance Agreements to be agreed upon between the parties. The current percentage of Tenant's responsibility is sixty-five percent (65%) of the costs. (1) All permits for the withdrawal of water for snow-making purposes shall remain with Landlord. Tenant shall be responsible to reimburse Landlord for all labor, employee benefits, materials, permit fees, supplies or other costs and expenses required to monitor and submit the necessary reports for the water withdrawal permits. Tenant shall provide all information and monitoring of water withdrawal required by Landlord to maintain said permits. (2) Tenant shall read elapsed time meters daily at the same time each and every day, and shall inspect the monitoring pipe, and make sure that it is full. If it is not full, Tenant shall cease snow-making and all water withdrawals. Tenant shall provide all documentation requested by Landlord regarding water monitoring and water withdrawals. Landlord does not guarantee the availability of water for snow making. (l) Throughout the Leased Premises are non-public access roads. Tenant shall repair and maintain all said access roads on the Leased Premises including snow removal. Landlord, at anytime, shall have full rights on ingress, egress and regress over, upon and through said access roads. No access road shall be terminated or blocked without Landlord's prior written permission which may be withheld at its sole discretion. (m) Tenant acknowledges that Tenant has reviewed the existing Mt. Union cell tower lease and Tenant agrees to be responsible for all lease payments due Mt. Union. (n) Landlord reserves the right at any time and from time to time to remove, relocate, or demolish existing facilities including but not limited to underground storage tanks, buildings, garages, concrete pads, parking areas, or existing equipment attach to a building or inground. Landlord shall restore or replace such equipment, buildings or facilities on the Leased Premises or shall provide additional area adjacent to the Leased Premises to the Tenant in size or value to that which is removed. Any buildings that are removed or demolished shall be replaced with buildings of a similar value except that Landlord shall have the unrestricted right without the requirement of replacement or reimbursement, to demolish the flightline building. Further, if Landlord shall decide to remove or demolish the Maintenance and Ski Patrol Building on the Property then Landlord shall pay to Tenant $500,000.00, as adjusted by the percentage of increase in the CPI in effect as of the date of this Agreement and the first day of the month in which Landlord demolishes the Maintenance and Ski Patrol Building, which shall compensate Tenant for all costs for a new building, moving expenses, equipment, survey, land development costs, engineering fees, attorneys fees, and all other costs and expenses associated in any governmental authorityway with Landlord taking and demolishing of the Maintenance and Ski Patrol Buildings. Landlord shall be responsible for obtaining the land development approvals. The costs, fee and expenses incurred by Landlord including legal and engineering fees for obtaining said approvals shall be deducted by Landlord from the amount due Tenant above. (o) Further, Landlord reserves the right at any time and from time to time to provide landscaping or screening including the Planning Commission erection of fences, barriers, earthen or other type of mounds to screen any structure, facility or equipment of Tenant at any location on the Leased Premises. (p) Tenant's heavy equipment (over 20 tons), construction equipment or groomers shall not be permitted to enter upon any entrance road to any development of Landlord's or upon Big Boulder Drive except for snow removal. (q) Tenant shall be solely responsible for the Town removal of Mount Airy (sediment in Big Boulder Lake adjacent to Tenant's parking area. Removal of the “Planning Commission”), sediment shall be done on at lease an annual basis. Tenant shall also be responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes controlling water runoff through its parking lots to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser control water quality and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closingwater runoff into Big Boulder Lake.

Subdivision. The Parties parties acknowledge that in order for the Plants To Be Sold and the Plant Sites are the Concrete Batch Plant located at ▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Batch Plant") and the Aggregate Crushing and Screening Plant and Batch Plant located at ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Crushing Plant"). Because of the subdivision laws and regulation of Colorado and Pueblo County, neither the property on which the Batch Plant is located (the "Batch Plant Property") nor the property on which the Crushing Plant is located (the "Crushing Plant Property") can be conveyed to Purchaser unless certain additional property located adjacent to the Batch Plant (the "Excess Batch Plant Property") and certain additional property located adjacent to the Crushing Plant (the "Excess Crushing Plant Property") also is conveyed to Purchaser. Accordingly, Seller will convey to Purchaser all of the Batch Plant Property and the Excess Batch Plant Property by a special warranty deed and all of the Crushing Plant Property and the Excess Crushing Plant Property by a second special warranty deed. Promptly after the Closing, Purchaser shall take such actions as are reasonably necessary to subdivide the Batch Plant Property and the Excess Batch Plant Property into a two lot subdivision (the "Batch Plant Subdivision") and the Crushing Plant Property and the Excess Crushing Plant Property into a second two lot subdivision (the "Crushing Plant Subdivision. Upon completion of the Batch Plant Subdivision and the Crushing Plant Subdivision, which Purchaser shall use all reasonable efforts to complete within two (2) years after the Closing Date, Purchaser shall convey the Excess Batch Plant Property and the Excess Crushing Plant Property to Seller by special Warranty Deed and, upon such conveyance, the Excess Batch Plant Property and the Excess Crushing Plant Property shall be conveyed and/or a deed added to the property leased to Purchaser under the Lease. The parties acknowledge that the Batch Plant Property recorded among is comprised of approximately acres, the Land RecordsExcess Batch Plant Property is comprised of approximately acres, it may be necessary to obtain approval for a subdivision the Crushing Plant Property is comprised of the Property from Lot 5 approximately 13 acres, and the creation Excess Crushing Plan Property is comprised of a new legally subdivided lot from the remaining portion of Lot 5 (the “Subdivision”). As soon as practicable following the Effective Date, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closingapproximately acres.

Subdivision. The Parties acknowledge that in order for Seller agrees, commencing immediately upon execution of this Agreement, at Seller’s sole cost and expense, to cause, and to use best efforts to cause, the Property Existing Parcel to be conveyed and/or subdivided through a deed commercial subdivision process to the Property recorded among the Land Recordsbe completed, it may be necessary to obtain approval for a subdivision as soon as reasonably practicable, in accordance with Chapter 278 of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 NRS (collectively, the “Subdivision”). As soon as practicable following , under which the Effective DateExisting Parcel will be divided so that there will be two separate parcels that encompass the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the Purchaser shall file all necessary applications and other documentation to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning CommissionTreasure Island Property”), responsible for review and there are two or approval more parcels that encompass the remainder of the proposed SubdivisionExisting Parcel (collectively, either denies Subdivision Approval the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree on the size and contours of the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall not modify or requires changes to revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b), in connection with the Subdivision or imposes conditions for Subdivision Approval that are unacceptable otherwise, without Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s efforts to either Partycomplete the Subdivision, either Party may terminate this Agreement by written notice and shall not agree to the other party within ten (10) days before Closing imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which event the Deposit shall not be unreasonably withheld. Purchaser shall be returned entitled to direct Seller’s activities with respect to the Subdivision, and if Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the so elects, Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide to Purchaser a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance of the Subdivision, as determined by Purchaser to be appropriate. In connection with the Subdivision, Seller shall comply with any significant documents all applicable Laws and correspondence relating with all requirements imposed pursuant to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingPermitted Exceptions.

Subdivision. The Parties acknowledge Buyer acknowledges that in order for the recording of the Subdivision (defined below), signed by the applicable governmental authorities, Seller and any other required signatory shall be a condition to Seller’s obligation to close on the Property. Buyer shall obtain and record a legal subdivision as required by the applicable governmental authority(ies) to legally subdivide the Property to be conveyed and/or a deed to the and Seller’s Remaining Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 (the “Subdivision”), so each property is a single and separate legal parcel prior to Closing and provides access to utilities to Seller’s Remaining Property. As soon as practicable following Buyer shall bear the cost of preparing and recording the Subdivision. Within thirty (30) days of the Effective Date, Buyer shall deliver to Seller a proposed preliminary Subdivision of the Purchaser Property, for Seller’s review and Approval (“Preliminary Subdivision”). Within five (5) Business Days from Seller’s receipt of the Preliminary Subdivision, Seller will provide written notice to Buyer of Seller’s approval or disapproval of the Preliminary Subdivision specifying, if applicable, the revisions necessary for Seller’s approval. If Seller has disapproved the Preliminary Subdivision, then Buyer will revise the Preliminary Subdivision with Seller’s required revisions and resubmit same to Seller no later than five (5) Business Days for Seller’s review and this process will be repeated until the Preliminary Subdivision is acceptable to Seller (as approved, the “Proposed Subdivision”). Within five (5) Business Days from receipt of Seller’s approval of the Proposed Subdivision, Seller will submit same to the applicable governmental authority(ies) and shall file obtain all necessary applications applicable governmental authorities’ approval of the Proposed Subdivision. Buyer will keep Seller apprised of the status of the subdivision process and other documentation will notify Seller of any meetings or hearings relating to obtain the approval of the Subdivision (the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expenseProposed Subdivision. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if If any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or authority requires changes to the Subdivision Proposed Subdivision, including any dedications, restrictions, easements, or imposes conditions for Subdivision Approval that are unacceptable to either Partyexactions, either Party may terminate this Agreement by written then Buyer will notify Seller within five (5) Business Days of Buyer’s notice of such required changes. If Seller does not approve such change(s) to the other party Proposed Subdivision required by the applicable governmental authority, within ten (10) days before Closing in which event from Seller’s receipt of the same, then either Buyer or Seller may terminate this Agreement by delivering written notice to the other party, with a copy to the Title Company no later than ten (10) days after expiration of the ten (10) day period. Upon termination of the Agreement, pursuant to this Section, the Deposit shall will be promptly returned to Buyer if such termination occurs during the Purchaser Inspection Period and the Deposit will be remitted to Seller if such termination occurs after the expiration of the Inspection Period and the parties will have no further rights, duties, or obligations under this Agreement other than those obligations that expressly survive termination of this Agreement. If Buyer has not obtained and recorded the Subdivision prior to Closing, Seller may extend the Closing Date for a reasonable time not to exceed one hundred fifty (150) days from the Effective Date at Seller’s discretion to permit Buyer to continue Buyer’s efforts to obtain and record the Subdivision or terminate this Agreement pursuant to this Section and the Deposit will be remitted to Seller and the and the parties will have no further rights, duties, or obligations under this Agreement other than those obligations that expressly survive termination of this Agreement. The recorded Subdivision information of the Property shall be relieved of all liabilities used in the Title Commitment, Deed, and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard other document that is required to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of be executed for this Section shall survive the Closingtransaction.

Subdivision. With respect to the development of the Premises: A. The Parties parties acknowledge that in order for the Property to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision as of the Property from Lot 5 and date this Lease is signed by the creation of a new legally subdivided lot from the remaining portion of Lot 5 last party (the “SubdivisionEffective Date”) the Premises is not constituted as a separate legal parcel, but is part of a larger parcel consisting of approximately 37.096 acres (“Larger Parcel”), all of which is shown by the site plan attached to the lease as Exhibit “A”. As soon Landlord agrees to use reasonable efforts to cause the Premises to be constituted as practicable following a separate legal parcel containing approximately 11.848 acres in the Effective Dateapproximate area and configuration shown and outlined within the area marked in red on Exhibit “A”, and to use reasonable efforts to cause lot 1, as shown on Exhibit “A” to the Purchaser shall file all necessary applications Companion Lease and other documentation lots 3 through 5 as shown on Exhibit “A” to obtain the approval of the Subdivision Option Agreement (the “Subdivision ApprovalOption”) between Landlord and Tenant of even date herewith to be subdivided by means of the recordation of a subdivision map by July 1, 1990. In causing such property to be subdivided, Landlord and Tenant agree to consent to reasonable lot line modifications as required by the City of Milpitas; provided, however, that the configuration of the Premises shall be established in such manner that does not result in a material reduction in the Improvements or in parking, access, or landscape amenities which are shown on the site plan attached to this Lease as Exhibit “A”. Tenant agrees to reimburse Landlord for actual expenses paid by Landlord in the preparation, processing and recordation of such subdivision map and to meet other requirements necessary to make said lots 1-5 separate lots; provided, however, Tenant’s total reimbursement obligation pursuant hereto, the Companion Lease and the Option shall not exceed Twenty Five Thousand Dollars ($25,000). At such time is Landlord causes any such subdivision to be completed, Landlord and Tenant shall execute an amendment to this Lease which shall set forth the description of the Premises resulting from the subdivision. B. Landlord and Tenant agree that the Premises and the Larger Parcel during (and limited to) the term of this Lease shall be developed and used only in accordance with a master plan, developed by Landlord. The parties have mutually agreed to a Master Plan for the general development of the entire 37.096 ± acre site which is attached hereto as Exhibit “A” and entitled “Master Site Plan”. Said Master Site Plan sets forth the buildings and land to be leased under this Lease and the Companion Lease (Building 1 and 2 on Lots 1 and 2), and the buildings and land proposed to be developed on the remainder of the property (Building 3, 4, and 5 to be constructed on Lots 3, 4, and 5 respectively) as well as the general location of the parking and landscaping pertaining thereto. The parties agree that the Master Site Plan may be modified provided that (i) a perimeter driveway is developed in front of [Illegible] generally runs near [Illegible] recreation area at the rear of Lot 4 (as shown on the Site Plan) is developed when a building is constructed on Lot 4, (iii) all buildings will be similar and generally architecturally compatible, and (iv) a landscape area is developed along the frontage of all streets between the street and parking area closest to the street. The parties agree that (i) Landlord may change the master plan, shape and sizes of the buildings, parking and landscaping as long as the general development concept set forth above is generally followed by Landlord, and (ii) any successor or assign of Landlord or Tenant shall be required to consent and agree to develop the Premises and the Larger Parcel in accordance with the foregoing, and shall be deemed to have assumed the obligation to so develop such property by acceptance of a deed, assignment or other means of transfer of Landlord’s or Tenant’s interest in such property or any portion thereof, as the case may be. Further, the memorandum of lease to be recorded by Landlord and Tenant pursuant to paragraph 38G shall contain the following statement: “The Lease provides that from and after the commencement date of the Lease and continuing for a period of fifteen years the Premises and the larger 37.096 acre parcel in which the Premises were originally included, shall be developed by the parties to the Lease or their successors or assigns, as more particularly set forth in the Lease, so that (i) a perimeter driveway is developed in front of each building which generally runs near and parallel with the street surrounding the 37 ± acre site, (ii) a landscape area is developed along the frontage of all streets between the street and parking area closest to the street, (iii) a landscape and recreation area at the rear of Lot 4 (as shown on the Site Plan identified in the Lease) is developed when a building is constructed on Lot 4, and (iv) all buildings will be similar and generally architecturally compatible, it being agreed that Landlord may change the shape and sizes of the buildings, parking and landscaping as long as the general development concept set forth above and in the Lease is generally followed by Landlord. Tenant understands that the lots shown on the Master Site Plan described in the Lease are for lease purposes only and that the lots have not been legally subdivided and do not constitute separate legal lots, but Landlord agrees to use commercially reasonable efforts and due diligence to obtain cause Lots 1-5 to be subdivided in accordance with the Subdivision Approval prior approved Master Plan by July 1, 1990. If a Public Agency requires modifications to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable effortsthe lot lines as shown on the Master Plan, the Subdivision has not been approved parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by ten Landlord in the processing and recordation of such subdivision map and to meet all other requirements necessary to make said Lots 1-5 separate lots; provided, however, Tenant’s total reimbursement obligation (10pursuant to all agreements between Landlord and Tenant) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy shall in no event exceed Twenty-Five Thousand Dollars (the “Planning Commission$25,000.00).”), responsible for review or approval of the proposed Subdivision, either denies Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the other party within ten (10) days before Closing in which event the Deposit shall be returned to the Purchaser and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the Closing.

Subdivision. The Parties acknowledge that Landlord shall, at its sole cost and expense, in order for cooperation with Tenant, cause the Property Complex to be conveyed and/or a deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Property from Lot 5 and the creation of a new legally subdivided lot from the remaining portion of Lot 5 (the “Subdivision”). As soon ) such that the Leased Premises shall constitute a single tax parcel (the “Rolling Mill Parcel”) separate and apart from the Adjacent Premises in accordance with Applicable Law, subject to the following terms and conditions: (a) Landlord shall complete the Subdivision on or before June 30, 2024; (b) Landlord’s completion of the Subdivision shall be confirmed by an executed notice or other reasonable evidence thereof issued by an applicable Governmental Entity, in each case provided by Landlord to Tenant; (c) The legal description for the Rolling Mill Parcel, as practicable following revised by the Subdivision, shall be subject to Tenant’s reasonable review and approval, and shall substantially reflect the legal description of the Leased Premises as of the Effective Date; (d) Tenant shall have the right to review and approve, such approval not to be unreasonably withheld, conditioned or delayed, any filing, notice or other instrument to be made, filed or delivered by Landlord in connection with the Purchaser Subdivision, and Tenant shall file all necessary applications and other documentation to obtain the approval execute any such filing so approved by Tenant if required under Applicable Law; (e) If necessary, promptly upon completion of the Subdivision (Subdivision, Landlord and Tenant shall enter into an amendment of this Lease and any recorded memorandum thereof to modify the “Subdivision Approval”) and shall use commercially reasonable efforts and due diligence to obtain the Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not been approved by ten (10) days before Closing, or if any governmental authority, including the Planning Commission for the Town of Mount Airy (the “Planning Commission”), responsible for review or approval legal description of the proposed Leased Premises to match the legal description of the Rolling Mill Parcel resulting from the Subdivision, either denies Subdivision Approval or requires changes to the Subdivision or imposes conditions for Subdivision Approval that are unacceptable to either Party, either Party may terminate this Agreement by written notice to the ; and (f) Landlord and Tenant shall cooperate in filing and/or executing such other party within ten (10) days before Closing in which event the Deposit instruments and documents as shall be returned to the Purchaser reasonable and the parties shall be relieved of all liabilities and obligations hereunder. The Purchaser shall keep the Seller apprised of any developments with regard to obtaining the Subdivision Approval and shall provide the Seller with any significant documents and correspondence relating to the Subdivision Approval. The Seller shall cooperate customary (and/or required under Applicable Law) in connection with the Purchaser in obtaining the Subdivision Approval at no cost, expense or liability to the Seller. The provisions of this Section shall survive the ClosingSubdivision.