Common use of Subdivision Clause in Contracts

Subdivision. With respect to the development of the Premises: A. The parties acknowledge that as of the date this Lease is signed by the last party (the “Effective 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”. Landlord agrees to use reasonable efforts to cause the Premises to be constituted as a separate legal parcel containing approximately 11.848 acres in the approximate 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 Companion Lease and lots 3 through 5 as shown on Exhibit “A” to the Option Agreement (the “Option”) 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 reasonable efforts to cause Lots 1-5 to be subdivided in accordance with the approved Master Plan by July 1, 1990. If a Public Agency requires modifications to the lot lines as shown on the Master Plan, the parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by 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 (pursuant to all agreements between Landlord and Tenant) shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00).”

Subdivision. With respect Landlord shall, at its sole cost and expense, in cooperation with Tenant, cause the Complex to be subdivided (the “Subdivision”) 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 development following terms and conditions: (a) Landlord shall complete the Subdivision on or before June 30, 2024; (b) Landlord’s completion of the Premises: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; A. (c) The parties acknowledge that legal description for the Rolling Mill Parcel, as 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 date this Lease is signed by the last party (the “Effective Date”; (d) Tenant shall have the Premises is right to review and approve, such approval 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”. Landlord agrees to use reasonable efforts to cause the Premises to be constituted as a separate legal parcel containing approximately 11.848 acres in the approximate area and configuration shown and outlined within the area marked in red on Exhibit “A”unreasonably withheld, and to use reasonable efforts to cause lot 1conditioned or delayed, as shown on Exhibit “A” to the Companion Lease and lots 3 through 5 as shown on Exhibit “A” to the Option Agreement (the “Option”) between Landlord and Tenant of even date herewith any filing, notice or other instrument to be subdivided by means of the recordation of a subdivision map by July 1made, 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 filed 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 delivered by Landlord in connection with the preparationSubdivision, 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 Tenant shall not exceed Twenty Five Thousand Dollars ($25,000). At such time is Landlord causes execute any such subdivision to be completedfiling so approved by Tenant if required under Applicable Law; (e) If necessary, promptly upon completion of the Subdivision, Landlord and Tenant shall execute enter into an amendment to of this Lease which shall set forth and any recorded memorandum thereof to modify the legal description of the Leased Premises to match the legal description of the Rolling Mill Parcel resulting from the subdivision.Subdivision; and B. (f) Landlord and Tenant agree that the Premises shall cooperate in filing and/or executing such other instruments and the Larger Parcel during (and limited to) the term of this Lease documents as shall be developed reasonable and used only customary (and/or required under Applicable Law) 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 connection 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 reasonable efforts to cause Lots 1-5 to be subdivided in accordance with the approved Master Plan by July 1, 1990. If a Public Agency requires modifications to the lot lines as shown on the Master Plan, the parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by 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 (pursuant to all agreements between Landlord and Tenant) shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00)Subdivision.”

Subdivision. With respect The Parties acknowledge that in order for the Property to be conveyed and/or a deed to the development Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the Premises: A. The parties acknowledge that as Property from Lot 5 and the creation of a new legally subdivided lot from the date this Lease is signed by the last party 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 Premises is Subdivision Approval prior to Closing at Purchaser’s sole cost and expense. If, despite Purchaser’s commercially reasonable efforts, the Subdivision has not constituted as a separate legal parcelbeen approved by ten (10) days before Closing, but is part or if any governmental authority, including the Planning Commission for the Town of a larger parcel consisting of approximately 37.096 acres Mount Airy (the “Larger ParcelPlanning Commission”), all responsible for review or approval of which is shown by the site plan attached proposed Subdivision, either denies Subdivision Approval or requires changes to the lease as Exhibit “A”. Landlord agrees Subdivision or imposes conditions for Subdivision Approval that are unacceptable to use reasonable efforts to cause the Premises to be constituted as a separate legal parcel containing approximately 11.848 acres in the approximate area and configuration shown and outlined within the area marked in red on Exhibit “A”either Party, and to use reasonable efforts to cause lot 1, as shown on Exhibit “A” either Party may terminate this Agreement by written notice to the Companion Lease and lots 3 through 5 as shown on Exhibit “A” other party within ten (10) days before Closing in which event the Deposit shall be returned to the Option Agreement (Purchaser and the “Option”) 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 parties shall be established 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 such manner that does not result in a material reduction in obtaining the Improvements Subdivision Approval at no cost, expense or in parking, access, or landscape amenities which are shown on liability to the site plan attached to this Lease as Exhibit “A”Seller. 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 The provisions of this Lease Section 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 survive 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 reasonable efforts to cause Lots 1-5 to be subdivided in accordance with the approved Master Plan by July 1, 1990. If a Public Agency requires modifications to the lot lines as shown on the Master Plan, the parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by 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 (pursuant to all agreements between Landlord and Tenant) shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00)Closing.”

Subdivision. With respect 4.7.1 The Vendor warrants that planning permission for the subdivision of the 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 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 development Department of the Premises: A. The parties acknowledge that as of the date this Lease is signed by the last party (the “Effective 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”. Landlord agrees to use reasonable efforts to cause the Premises to be constituted as a separate legal parcel containing approximately 11.848 acres in the approximate 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 Companion Lease and lots 3 through 5 as shown on Exhibit “A” to the Option Agreement (the “Option”) 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 Planning effect 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 further subdivision. B. Landlord 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 Tenant agree that reserving for the Premises benefit of the Modified Estate rights of way and easements for the Larger Parcel during (and limited to) passage of utilities of the term developed section of this Lease shall be developed and used only in accordance with a master plan, developed by LandlordHarbour Drive passing through the Pre-Existing Estate. The parties have mutually agreed to a Master Plan subdivision approval shall grant like rights of way and easements for the general development passage of utilities in favour 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 Pre-Existing Estate over the buildings and land extension 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 Harbour Drive that shall form part of the property (Building 3, 4, 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 5 to be constructed on Lots 3, 4, and 5 respectively) as well as amenity of such home; 4.7.4 In the general location of the parking and landscaping pertaining thereto. The parties agree unlikely event that the Master Site Plan may be modified provided that either (i) a perimeter driveway the agreement to further subdivide the Current Estate as contemplated in Section 4.7.2 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 not formalised or (ii) any successor or assign the application with the Department of Landlord or Tenant 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 Vendor shall account separately for the services that shall be provided to the Residences and any reserve that shall be funded by the owners of the Residences. 4.7.5 The Guarantor shall pay all legal fees and bear the costs of all formalities required to consent perfect the separation contemplated in this Clause 4.7, including without limitation stamp duty, registration costs 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 reasonable efforts to cause Lots 1-5 to be subdivided in accordance with the approved Master Plan by July 1, 1990. If a Public Agency requires modifications to the lot lines as shown on the Master Plan, the parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by 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 (pursuant to all agreements between Landlord and Tenant) shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00)planning fees.”

Subdivision. With respect to the development of the Premises: A. The parties acknowledge that as of the date this Lease is signed by the last party (the “Effective 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”. Landlord agrees to use reasonable efforts to cause the Premises to be constituted as a separate legal parcel containing approximately 11.848 10.531 acres in the approximate area and configuration shown and outlined within the area marked in red on Exhibit “A”, and to use reasonable efforts to cause lot 12, as shown on Exhibit “A” to the Companion companion Lease and lots 3 through 5 as shown on Exhibit “A” to the Option Agreement (the “Option”) 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] each building which generally runs near [Illegible] 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 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 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 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 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 reasonable efforts to cause Lots 1-5 to be subdivided in accordance with the approved Master Plan by July 1, 1990. If a Public Agency requires modifications to the lot lines as shown on the Master Plan, the parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by 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 (pursuant to all agreements between Landlord and Tenant) shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00).”

Subdivision. With respect to the development of the Premises22.1 The Vendor shall at its cost use all reasonable endeavours to: A. The parties acknowledge that as of (1) Subdivide the date this Lease is signed by the last party (the “Effective 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”. Landlord agrees to use reasonable efforts to cause the Premises to be constituted as a separate legal parcel containing approximately 11.848 acres in the approximate 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 Companion Lease and lots 3 through 5 as shown on Exhibit “A” to the Option Agreement (the “Option”) 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] Land 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 Scheme Plan; (2) Complete 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 reasonable efforts to cause Lots 1-5 to be subdivided Subdivision in accordance with the approved Master 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 July 1the 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 requisition, 1990. If a Public Agency requires modifications cancel or vary the terms of this Agreement or demand compensation from the Vendor due to the lot lines as shown measurements, dimensions, boundaries or areas indicated on the Master PlanScheme Plan being varied provided 22.4 The Purchaser acknowledges that the Vendor retains the following rights in respect of the Property (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 parties agree soil and substrata of the Property and/or any other part of the Land and fill as reasonably required adjacent to reasonable lot line modifications. Tenant roads, 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 reimburse Landlord make any objection or do anything by act or omission to directly or indirectly impede or delay any application by the Vendor for actual expenses paid by Landlord 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 processing general terms of sale, the Vendor further warrants and recordation undertakes that at the Settlement Date: (1) The Property will be left in a clean and tidy condition; (2) All construction debris will be removed from the Property; (3) All boundary pegs will be clearly flagged; and (4) The Subdivision will be completed in accordance with the terms and conditions 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 (pursuant to all agreements between Landlord and Tenant) shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00)the Consents.”

Subdivision. With respect to The Parties acknowledge that the development Property must be created as a conveyable parcel by re-subdivision of the Premises: A. The parties acknowledge that as of existing subdivision where the date this Lease Property is signed by the last party (the “Effective 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”located. Landlord agrees to use reasonable efforts to City shall cause the Premises to be constituted as a separate legal parcel containing approximately 11.848 acres in the approximate 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 Companion Lease and lots 3 through 5 as shown on Exhibit “A” to the Option Agreement (the “Option”) between Landlord and Tenant of even date herewith to be subdivided by means of the recordation preparation of a subdivision map application for the Property at its expense and seek re-subdivision of the Property. The Parties acknowledge that the ALTA Survey and Commitment cannot be provided until after recording of the subdivision plat contemplated by July 1this Paragraph. As such, 1990City agrees to complete the re-subdivision and have prepared a recordable document evidencing the creation of a conveyable parcel within sixty (60) days of the Effective Date. In causing If City is unable to complete the re-subdivision within sixty (60) days, City shall notify Seller and Purchaser of the same in writing, and Purchaser shall have the right to: (a) extend such property deadline for a reasonable period to the date requested by City (such request not to be subdividedunreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Parties, Landlord in which case this Agreement will be terminated, and Tenant agree neither party shall have any further rights or obligations hereunder, except as otherwise provided herein. During the re-subdivision process certain changes may occur, including, but not limited to, the creation of certain easements on the lot or on any other lot to consent accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to reasonable lot line modifications as required comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the City of Milpitas; providedPurchaser, howeverwhich approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, that the configuration of the Premises shall be established in such manner that does not result in a material reduction in the Improvements or event City completes the subdivision contemplated 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)Paragraph, and the buildings and land proposed transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to be developed on the remainder any subsequent re-subdivision 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 reasonable efforts to cause Lots 1-5 to be subdivided in accordance with the approved Master Plan by July 1, 1990. If a Public Agency requires modifications to the lot lines as shown on the Master Plan, the parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by 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 (pursuant to all agreements between Landlord and Tenant) shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00)Property.”

Subdivision. With respect POPLP shall endeavor to complete and close the Subdivision simultaneously with the Closing, but no such failure to complete and close the Subdivision shall: (i) be deemed to be a Parkway Breach or a Parkway Willful Default; (ii) give rise to any rights of any kind or nature whatsoever on the part of either Purchasing Party; or (iii) give rise to any obligations or liabilities of any kind or nature whatsoever on the part of POPLP. Notwithstanding anything to the development contrary contained in this Agreement, POPLP shall have the right to make such changes to (A) the Transfer Documents and/or (B) the number and configuration of the Premises: A. The parties acknowledge that Propcos as of POPLP shall reasonably deem necessary, desirable or appropriate under the date circumstances in order to implement the transactions contemplated by this Lease is signed by the last party Agreement in an efficient manner (the and this Agreement shall be deemed modified “Effective 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 Parcelmutatis mutandis”), all provided that: (x) such changes are not material in the aggregate; (y) do not adversely affect the substantive rights and obligations of which is shown by the site plan attached parties; and (z) in the event that POPLP proposes a material change to the lease as Exhibit “A”. Landlord agrees Subdivision between the Effective Date and the Closing Date, POPLP shall not implement such material change without the consent of each Purchasing Party which consent shall (1) not be unreasonably withheld and (2) be deemed delivered unless such Purchasing Party shall deliver to use reasonable efforts to cause POPLP and the Premises to be constituted as other Purchasing Party a separate legal parcel containing approximately 11.848 acres in the approximate area and configuration shown and outlined notice of disapproval 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 Companion Lease and lots 3 through 5 as shown on Exhibit “A” to the Option Agreement ten (the “Option”10) between Landlord and Tenant Business Days following such Purchasing Party’s receipt of even date herewith to be subdivided by means of the recordation POPLP’s notice of a subdivision map by July 1, 1990. In causing material change (TIME BEING OF THE ESSENCE WITH RESPECT THERETO) specifying the reasons for such property disapproval and suggestions for modifying the proposed amendment that would be acceptable 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 subdivisionPurchasing Party. 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 reasonable efforts to cause Lots 1-5 to be subdivided in accordance with the approved Master Plan by July 1, 1990. If a Public Agency requires modifications to the lot lines as shown on the Master Plan, the parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by 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 (pursuant to all agreements between Landlord and Tenant) shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00).”

Subdivision. With respect to the development of the Premises: A. The parties acknowledge that wish to subdivide the Seller’s Ancillary Parcel substantially consistent with the drawing attached as of Exhibit A in order to separate the date this Lease is signed by Parking Lot Parcel from the last party Seller’s Ancillary Parcel. Within the Inspection Period, Purchaser shall prepare and submit to Seller a proposed subdivision plat (the “Effective DateSubdivision Plat”) 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”. Landlord agrees to use reasonable efforts to cause the Premises to be constituted as a separate legal parcel containing approximately 11.848 acres in the approximate 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 Companion Lease and lots 3 through 5 as shown on Exhibit “A” to the Option Agreement (the “Option”) 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 foregoingforegoing 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). 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 upon Closing or termination of this Agreement) to prepare the Subdivision Plat, and shall 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 deemed submitted 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 Seller as soon as possible but 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 no event later than thirty (30) days after the commencement date of the Lease Effective Date. Seller and continuing for a period of fifteen years the Premises Purchaser will each cooperate 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 to cause Lots 1-5 complete each item within the date on the approved timeline. Once approved by Seller, Purchaser shall promptly submit the Subdivision Plat to be subdivided in accordance the Planning Commission. The parties shall submit and cooperate with the submission of the Subdivision Plat, including the execution of any forms or consents required by the Planning Commission. In the event the Subdivision Plat is not approved Master Plan by July 1the Planning Commission on or before April 30, 1990. If a Public Agency requires modifications 2015, either Seller or Purchaser may, at their respective sole elections, terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be immediately returned to the lot lines as shown on the Master Plan, the parties agree to reasonable lot line modifications. Tenant agrees to reimburse Landlord for actual expenses paid by 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 (pursuant to all agreements between Landlord and Tenant) shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00)Purchaser.”