Common use of Subdivision Clause in Contracts

Subdivision. The Parties acknowledge that the Property must be created as a conveyable parcel by re-subdivision of the existing subdivision where the Property is located. City shall cause the preparation of a subdivision 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 this Paragraph. As such, City 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. 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 deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision of the Property.

Subdivision. The Parties acknowledge that in order for the Property must to be created as conveyed and/or a conveyable parcel by re-deed to the Property recorded among the Land Records, it may be necessary to obtain approval for a subdivision of the existing subdivision where the Property is located. City shall cause the preparation of a subdivision application for the Property at its expense from Lot 5 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 this Paragraph. As such, City agrees to complete the re-subdivision and have prepared a recordable document evidencing the creation of a conveyable parcel within sixty new legally subdivided lot from the remaining portion of Lot 5 (60) days of the “Subdivision”). As soon as practicable following the Effective Date. If City is unable , the Purchaser shall file all necessary applications and other documentation to complete obtain the re-subdivision within sixty (60) days, City shall notify Seller and Purchaser approval of the same in writingSubdivision (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, and Purchaser shall have despite Purchaser’s commercially reasonable efforts, the right to: Subdivision has not been approved by ten (a10) extend such deadline days before Closing, or if any governmental authority, including the Planning Commission for a reasonable period 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 date requested by City (such request not Subdivision or imposes conditions for Subdivision Approval that are unacceptable to be unreasonably denied by Purchaser); or (b) either Party, either Party may terminate the this Agreement by giving written notice thereof to the other Parties, party within ten (10) days before Closing in which case this Agreement will event the Deposit shall be terminated, returned to the Purchaser and neither party the parties shall have any further rights or be relieved of all liabilities and obligations hereunder, except as otherwise provided herein. During The Purchaser shall keep the re-subdivision process certain changes may occur, including, but not limited to, Seller apprised of any developments with regard to obtaining the creation of certain easements on Subdivision Approval and shall provide the lot or on Seller with any other lot significant documents and correspondence relating to accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply Subdivision Approval. The Seller shall cooperate with the Pueblo Municipal Code which may not be foreseen Purchaser in obtaining the Subdivision Approval at this time. Such changes shall be subject to approval by the Purchaserno cost, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement expense or liability to the contrary, in Seller. The provisions of this Section shall survive the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision of the PropertyClosing.

Subdivision. The Parties acknowledge that As a condition precedent to Seller’s obligation to close hereunder, Seller shall have completed the Property must be created as a conveyable parcel by re-subdivision of the existing subdivision where larger tract, of which the Real Property is locateda part, and shall have obtained the approval of said subdivision by all applicable governmental authorities. City shall cause the preparation of a subdivision 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 this Paragraph. As such, City Seller agrees to use commercially reasonable efforts to proceed in good faith to complete the re-subdivision and to obtain all required approvals. In the event Seller notifies Purchaser in writing at least five (5) days prior to the Closing Date that such subdivision has not been completed and/or that the approvals thereof have prepared a recordable document evidencing not been obtained (“Seller’s Subdivision Notice”), either Party shall have the creation right to extend the Closing Date for an additional period of a conveyable parcel within up to sixty (60) days of (the Effective Date. If City is unable “Subdivision Extension Period”) to allow Seller additional time to complete the re-subdivision and/or obtain the approvals by giving the other party written notice of its election to extend the Closing Date within sixty two (602) days, City shall notify business days after receipt of Seller’s Subdivision Notice (the “Extension Notice”). If either: (i) Seller does not elect to extend the Closing Date pursuant to this Section 8.7 and Purchaser of fails to deliver the same in writingExtension Notice within such two (2) business day period, and Purchaser shall have the right to: (a) extend such deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser); or (bii) terminate the Agreement by giving written notice thereof to Subdivision Extension Period expires without the other Partiessubdivision having been completed and/or approvals received, in which case this Agreement will shall be terminated, null and void and neither party shall have any further rights or obligations hereunder, under this Agreement except (i) those that expressly survive a termination of this Agreement 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 accommodate drainage requirements, landscaping, and installations for utility services for (ii) Seller shall return and/or cause to be returned to Purchaser the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary▇▇▇▇▇▇▇ Money, in the which event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser Seller shall have no further responsibility with respect obligation to any subsequent re-subdivision Purchaser, and this Agreement shall terminate and be of the Propertyno further force or effect except as to those provisions that expressly survive termination.

Subdivision. The Parties acknowledge that During the Property must be created as a conveyable parcel by re-subdivision Due Diligence Period, but only after PAID and River Associates Inc. have entered into the River Associates Lease Amendment (all in accordance with the applicable provisions of Section 3.1.3 hereof), Urban and PAID shall mutually agree upon the boundary lines for each of the existing Properties (“Subdivision”) and attach hereto the proposed subdivision where the Property is locatedplans as Schedule 6.2.5 (each, a “Subdivision Plan”). City shall cause the preparation of a subdivision 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 this Paragraph. As such, City agrees to complete the re-subdivision and have prepared a recordable document evidencing the creation of a conveyable parcel within sixty (60) days of After the Effective Date, Urban, at its sole cost and expense, shall apply for and diligently prosecute, the Subdivision. If City is unable Urban shall promptly deliver to complete PAID copies of all such applications, and of any and all correspondence and notices sent or received by Urban with respect to such applications, and of all rulings or approvals relating thereto. PAID shall cooperate and assist Urban in obtaining the re-subdivision within sixty (60) daysSubdivision, City and PAID shall notify Seller be permitted to review, comment and Purchaser approve the application and prosecution process, but at no cost, liability, obligation or responsibility to PAID. At the expiration of the same in writinginitial Due Diligence Period, the Subdivision shall be final and Purchaser 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 expiration of the initial Due Diligence Period, then Urban shall have the right to: (a) extend such deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and neither party shall have any further rights or obligations hereunder, except as otherwise provided herein. During the re-subdivision process certain changes may occur, includingright, but not limited tothe obligation, to extend the creation of certain easements on the lot or on any other lot to accommodate drainage requirements, landscaping, and installations Due Diligence Period as hereinafter provided in Article 7 for utility services such time as is necessary for the subdivisionSubdivision to become final and unappealed, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision of the Propertyall appeal periods having expired.

Subdivision. The Parties acknowledge This contract and the sale hereby evidenced are conditional upon and subject to the said Plan (subject to alteration as hereinafter mentioned) being duly certified (if not already done so) by the council pursuant to the provisions of the Act and registered by the Registrar of Titles within twenty four (24) months from the date hereof, provided that the Property must vendor reserves the right to make such minor alterations to the said Plan as may be created demanded by the said Municipality or the said Registrar as pre-requisites to the certification and approval of the said plan. The Purchaser acknowledges that the vendor may be required to enter into a Section 173 agreement with the council to procure registration of the Plan and shall not object to same. 11.1 The vendor will use his best endeavours to cause the said plan to be certified as aforesaid as soon as practicable and will, as soon as practicable thereafter, apply to the Registrar of Titles for registration of the said Plan. Once lodged, the vendor will not withdraw the said plan from the Land Titles Office without the purchaser’s prior written consent and will with all reasonable diligence satisfy all requisitions made by the Registrar and will do all other things within his power to procure registration of the said plan as soon as practicable. 11.2 In the event that the said plan shall not be certified and registered as aforesaid within twenty four (24) months from the date hereof, either party may at any time after the expiration of such period, but before the said plan is so registered, terminate this contract and the sale hereby evidenced by giving to the other party written notice of termination pursuant to this Special Condition. (a) In the event of one party so electing to terminate this Contract of Sale, pursuant to this Special Condition, all moneys paid by the purchaser on account of the purchase price shall be refunded to him in full. Neither party shall be entitled to any compensation from the other party in respect of costs, fees or other expenses paid to or incurred in relation to or arising out of this transaction. (b) If the deposit has been invested, any interest earned as a conveyable parcel result will be divided evenly between the parties. 11.3 The purchaser shall accept as identical with the said land as hereinbefore described the Lot on the said Plan when registered the respective number mentioned in the foregoing particulars or, if the lot on the said plan shall at any time prior to registration be renumbered, shall accept as identical with the said land the lot on the said Plan as registered which shall occupy the same or approximately the same position on the Plan of Subdivision as indicated in the copy Plan annexed hereto as being occupied by re-subdivision the lot hereby designated. The purchaser shall not be entitled to make any requisitions object or claim for compensation in respect of any of the existing subdivision where following:- (a) Any minor variations between the Property is located. City lot hereby sold as inspected by the purchaser and the corresponding lot as shall cause be shown on the preparation said plan at approval; (b) Any minor variations between the number, size or location of a subdivision application for lots as presently appearing on the Property at its expense said plan and seek re-subdivision as shall appear on the said plan when registered. 11.4 The vendor shall after registration of the Property. The Parties acknowledge that said plan notify the ALTA Survey purchaser of such registration and Commitment cannot the residue of purchase moneys shall be provided until after recording of the subdivision plat contemplated by this Paragraph. As such, City agrees to complete the re-subdivision and have prepared a recordable document evidencing the creation of a conveyable parcel payable within sixty fourteen (6014) days of notification to the Effective Date. If City is unable to complete purchaser or the re-subdivision within sixty (60) days, City shall notify Seller and Purchaser purchaser’s solicitors or conveyancer of such registration by the Registrar of Titles of the same Plan of Subdivision (or if the above settlement clause provides otherwise then in writing, and Purchaser accordance with that settlement clause). 11.5 The deposit moneys payable by the purchaser hereunder shall have be paid to the right to: Licensed Estate Agent as agent of the Vendor hereinbefore specified to be held by them on trust for the purchaser until:- (a) extend such deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser)said plan has been registered at the Office of Titles as aforesaid; or and (b) terminate A Statement of Compliance has been issued in respect of the Agreement plan Thereafter the deposit shall be held in accordance with Division 3 of the Sale of Land Act 1962 (as amended). 11.6 Until such time as the said Plan of Subdivision has been so registered by giving written notice thereof the Registrar of Titles the purchaser shall not lodge or cause or permit to be lodged on the other PartiesPurchaser’s behalf any caveat in respect of the purchaser’s interest in the land under this contract and the purchaser shall indemnify and keep indemnified the vendor against any loss or damage which the vendor may incur or suffer as a consequence of any breach by the purchaser of this provision. 11.7 All rates, taxes, levies, insurance premiums and assessments (including State Land Tax calculated on the actual assessed amount in lieu of the single holding basis) in respect of the lot hereby sold payable by the vendor shall be borne and paid by the purchaser as from the date on which he becomes entitled to possession and the same shall, if necessary, be apportioned between the vendor and the purchaser and the rent (if any) shall be apportioned on the same day and the balance paid or received as the case may require. The vendor hereby undertakes to pay any outgoings when they are due and payable and the purchaser shall not make any deduction at settlement on account of same. - General Condition 15.2(b) does not apply to this Agreement will be terminatedContract. 11.8 If, as a result of the Purchasers failure to settle this Contract as required before 31 December in any one year, settlement takes place the following year and neither party shall have any further rights or obligations hereunder, except as otherwise provided herein. During Land Tax is assessed for that following year against the re-subdivision process certain changes may occur, including, but not limited toVendor, the creation of certain easements on the lot or on any other lot to accommodate drainage requirements, landscaping, and installations for utility services Purchaser shall be responsible for the subdivision, and other changes necessary to comply with total amount of Land Tax assessed against the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision property regardless of the PropertyVendors other land holdings.

Subdivision. 4.7.1 The Parties acknowledge Vendor warrants that planning permission for the Property must be created as a conveyable parcel by re-subdivision of the existing 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 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 where approval shall grant like rights of way and easements for the Property is locatedpassage of utilities in favour of the Pre-Existing Estate over the extension to Harbour Drive that shall form part of the Infrastructure Works. City It shall cause also grant an easement for the preparation use of a subdivision application for swim cove presently enjoyed by #▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ that will be left in its present natural state to preserve the Property at its expense privacy and seek re-subdivision amenity of such home; 4.7.4 In the Property. The Parties acknowledge unlikely event that either (i) the ALTA Survey and Commitment canagreement to further subdivide the Current Estate as contemplated in Section 4.7.2 is not be provided until after recording of the subdivision plat contemplated by this Paragraph. As such, City 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. 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 deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser); formalised or (bii) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply application with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject Department of Planning to approval by subdivide the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision Current Estate as contemplated in this ParagraphSection 4.7.3 is not successful, the 8 Residences shall form part of the Current Estate (together with the 7 existing homes) and the transaction contemplated Vendor shall account separately for the services that shall be provided to the Residences and any reserve that shall be funded by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision the owners of the PropertyResidences. 4.7.5 The Guarantor shall pay all legal fees and bear the costs of all formalities required to perfect the separation contemplated in this Clause 4.7, including without limitation stamp duty, registration costs and planning fees.

Subdivision. The Parties acknowledge Buyer and Seller have determined that the Property must be created as a conveyable parcel by re-subdivision portion of the existing subdivision where Wood Campus Real Property (New Hospital Site), including most of Lot B-1 and a portion of Lot 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 “Excluded Parcel”), with the intention that it be retained by Seller. The approximate location of the proposed property line is locatedas shown on Exhibit H attached hereto. City Promptly following the Execution Date, Seller shall prepare or cause the preparation of to be prepared a subdivision application plat consistent with Exhibit H, containing sufficient detail and otherwise complying with all applicable requirements for the Property at its expense and seek re-subdivision acceptance by the appropriate office (the “Subdivision Plat”). Upon completion, Seller shall submit the Subdivision Plat to Buyer for approval as to the exact location of the Property. The Parties acknowledge that the ALTA Survey property line and Commitment cannot be provided until after recording of the subdivision plat contemplated by this Paragraph. As such, City 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. 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 deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchasermatters disclosed or set forth therein, which approval shall not be unreasonably withheld, conditioned or delayed. Upon approval by Buyer, the Subdivision Plat shall be submitted for approval and 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 in this Agreement to the contrarycontrary 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 (New Hospital Site), and if, in the event City completes sole but reasonable discretion of Buyer, such easements, rights-of- way or other restrictions would materially impair the subdivision contemplated in this Paragraphdevelopment, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision construction or operation of the PropertyNew 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 boundary between the parcels in a manner that reduces the size of the parcel to be returned to Seller, if such relocation is reasonably necessary to avoid material impairment to the development, construction or operation of the New Hospital).

Subdivision. The Parties acknowledge that the Property must be created as a conveyable parcel by re-subdivision of the existing subdivision where the Property is located. City POPLP shall cause the preparation of a subdivision 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 this Paragraph. As such, City agrees endeavor to complete and close the re-subdivision and have prepared a recordable document evidencing Subdivision simultaneously with the creation of a conveyable parcel within sixty (60) days of the Effective Date. If City is unable Closing, but no such failure to complete and close the re-subdivision within sixty Subdivision shall: (60i) daysbe 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 contrary contained in this Agreement, City shall notify Seller and Purchaser of the same in writing, and Purchaser POPLP shall have the right to: to make such changes to (aA) extend such deadline for a reasonable period the Transfer Documents and/or (B) the number and configuration of the Propcos as POPLP shall reasonably deem necessary, desirable or appropriate under the circumstances in order to implement the date requested by City (such request not to be unreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction transactions contemplated by this Agreement is in an efficient manner (and this Agreement shall be deemed modified “mutatis mutandis”), provided that: (x) such changes are not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision material in the aggregate; (y) do not adversely affect the substantive rights and obligations of the Propertyparties; and (z) in the event that POPLP proposes a material change to the 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 POPLP and the other Purchasing Party a notice of disapproval within ten (10) Business Days following such Purchasing Party’s receipt of POPLP’s notice of a material change (TIME BEING OF THE ESSENCE WITH RESPECT THERETO) specifying the reasons for such disapproval and suggestions for modifying the proposed amendment that would be acceptable to such Purchasing Party.

Subdivision. The Parties acknowledge that parties wish to subdivide the Property must be created Seller’s Ancillary Parcel substantially consistent with the drawing attached as Exhibit A in order to separate the Parking Lot Parcel from the Seller’s Ancillary Parcel. Within the Inspection Period, Purchaser shall prepare and submit to Seller a conveyable parcel by re-proposed subdivision plat (the “Subdivision Plat”) in accordance with the foregoing and all requirements of the existing subdivision where the Property is located. City shall cause the preparation of a subdivision application for the Property at its expense and seek re-subdivision Subdivision Regulations of the Property. The Parties acknowledge 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 ALTA Survey proposed subdivision and Commitment canthe 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 provided until after recording of the subdivision plat contemplated by this Paragraphunreasonable). As such, City agrees to complete the re-subdivision and have prepared a recordable document evidencing the creation of a conveyable parcel within sixty Within ten (6010) days 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 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. If City is unable The Subdivision Plat will be submitted to complete Seller as soon as possible but in no event later than thirty (30) days after the re-subdivision within sixty (60) days, City shall notify Effective Date. Seller and Purchaser of the same in writing, will each cooperate and Purchaser shall have the right to: (a) extend such deadline for a use commercially reasonable period efforts to complete each item within the date requested by City (such request not to be unreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this timeapproved timeline. Such changes shall be subject to approval Once approved by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummatedSeller, Purchaser shall have no further responsibility promptly submit the Subdivision Plat to the Planning Commission. The parties shall submit and cooperate with respect to any subsequent re-subdivision the submission of the PropertySubdivision Plat, 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 on or before April 30, 2015, either Seller or Purchaser may, at their respective sole elections, terminate this Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be immediately returned to Purchaser.

Subdivision. The Parties acknowledge Buyer acknowledges that the Property must be created as a conveyable parcel by re-subdivision recording of the existing subdivision where Subdivision (defined below), signed by the Property is located. City applicable governmental authorities, Seller and any other required signatory shall cause the preparation of be a subdivision application for the Property at its expense and seek re-subdivision of condition to Seller’s obligation to close on the Property. The Parties acknowledge that Buyer shall obtain and record a legal subdivision as required by the ALTA Survey applicable governmental authority(ies) to legally subdivide the Property and Commitment cannot be provided until after Seller’s Remaining Property (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. Buyer shall bear the cost of preparing and recording of the subdivision plat contemplated by this ParagraphSubdivision. As such, City agrees to complete the re-subdivision and have prepared a recordable document evidencing the creation of a conveyable parcel within sixty Within thirty (6030) days of the Effective Date, Buyer shall deliver to Seller a proposed preliminary Subdivision of the 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 City 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 unable acceptable to complete Seller (as approved, the re-“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 obtain all applicable governmental authorities’ approval of the Proposed Subdivision. Buyer will keep Seller apprised of the status of the subdivision within sixty (60) days, City shall process and will notify Seller and Purchaser of any meetings or hearings relating to the approval of the same in writingProposed Subdivision. If any governmental authority requires changes to the Proposed Subdivision, including any dedications, restrictions, easements, or exactions, 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 Proposed Subdivision required by the applicable governmental authority, within ten (10) days 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 will be promptly returned to Buyer if such termination occurs during the Inspection Period and Purchaser shall 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 right to: (a) Subdivision prior to Closing, Seller may extend such deadline the Closing Date for a reasonable period to the date requested by City (such request time not to be unreasonably denied by Purchaser); 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 (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement pursuant to this Section and the Deposit will be terminated, and 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 remitted to accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, Seller and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall and the parties will have no further responsibility with respect to any subsequent re-subdivision rights, duties, or obligations under this Agreement other than those obligations that expressly survive termination of this Agreement. The recorded Subdivision information of the PropertyProperty shall be used in the Title Commitment, Deed, and any other document that is required to be executed for this transaction.

Subdivision. The Parties acknowledge Seller hereby advises Purchaser that the Property must be created as a conveyable parcel by re-subdivision of the existing subdivision where the Property Land is located. City shall cause the preparation part of a larger parcel of land. If it is determined that Seller is required to obtain subdivision approval from any state, regional, local or other governmental, administrative or quasi-governmental body or agency before it can convey the Land to Purchaser, then this Agreement shall be contingent upon Seller’s receipt of said subdivision approval. In such event, Seller shall submit the necessary application and other documents required for the Property at its subdivision approval promptly following such determination, and Seller shall diligently prosecute said application; all costs and expense and seek re-subdivision of shall be borne by Seller. Said contingency shall be deemed satisfied on the Property. The Parties acknowledge that the ALTA Survey and Commitment cannot be provided until after recording of date on which (i) the subdivision plat contemplated by this Paragraph. As such, City agrees approval has been granted to complete the re-subdivision Seller on terms and have prepared a recordable document evidencing the creation of a conveyable parcel within sixty (60) days of the Effective Date. If City is unable conditions reasonably satisfactory to complete the re-subdivision within sixty (60) days, City shall notify Seller and Purchaser and (ii) all applicable appeal periods have expired without the filing of an appeal; if such subdivision approval imposes obligations or conditions that affect either Purchaser’s proposed use of the same in writingProperty or Purchaser’s ability to construct additional buildings on the Land, and said obligations or conditions shall be deemed unsatisfactory. The Date of Closing shall be postponed to the fifteenth (15th) day after said contingency is deemed satisfied; provided, however, if such contingency is not deemed satisfied on or before the one hundred eightieth (180th) day after the effective date of this Agreement, then Purchaser shall have the right to: (a) extend such deadline for a reasonable period right, at any time thereafter, to the date requested by City (such request not to be unreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Partiescancel this Agreement, in which case this Agreement will be terminatedthe E▇▇▇▇▇▇ Money (as defined in Section 3.1) and the accrued interest (less the Independent Consideration, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes defined in Section 3.2) shall be subject returned to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, Purchaser and the transaction contemplated by this Agreement is not fully consummated, Purchaser parties shall have no further responsibility with respect be released from all liability hereunder. The Independent Consideration shall be paid to any subsequent re-subdivision of the PropertySeller.

Subdivision. Property C forms a part of a tax map lot having a designation in the County of Kings of Block 7557, Lot 124 (“Lot 124”). Lot 124 consists of approximately 15,405 square feet of vacant land and is subject to the Parking Lot Lease. The Parties acknowledge that the Property must be created as a conveyable parcel by re-subdivision of the existing subdivision where the Property is located. City Purchaser, at its sole cost and expense, shall cause the preparation subdivision of Tax Lot 124 (the “Subdivision”) into two separate tax lots, to wit (i) Property C (as reduced) consisting of approximately 12,305 square feet of land, abutting Nostrand Avenue and Amersfort Place; and (ii) the balance of Lot 124, consisting of approximately 3,100 square feet, consisting of a subdivision application parcel of land having a width of 31 feet (fronting on Hilel Place) and a depth of 100 feet (the “Retained Property”). Purchaser shall, after the expiration of the Investigation Period, promptly commence and diligently complete the Subdivision. Following the preparation and filing of all applications, surveys and certifications with the New York City Department of Buildings, the New York City Department of Finance and any other office or agency claiming jurisdiction over the Subdivision (collectively, the “City Agencies”), Purchaser shall seek on a continuous basis to obtain all necessary approvals for the Subdivision. Purchaser shall submit to Seller, and Seller’s counsel, periodic progress reports on the Subdivision (including issuance of new tax lot numbers for Property C and the Retained Property). Seller, at its no cost or expense to it, shall promptly execute and seek re-subdivision deliver any documents or instruments reasonably required to obtain the Subdivision, provided such documents or instruments do not pose any liability or obligation on Seller with respect to which Seller is not indemnified by Purchaser or vary or modify the rights and obligations of the Property. The Parties acknowledge that the ALTA Survey and Commitment cannot be provided until after recording of the subdivision plat contemplated by parties under this Paragraph. As such, City 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. 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 deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheldAgreement. Notwithstanding anything in this Agreement to the contrarycontrary contained in Section 3.4 hereof, in the event Permitted Encumbrances shall not include any municipal violation which is filed or recorded against Property C following the Investigation Period, which violation if not removed of record will effectively prevent the approval for the Subdivision by the City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision of the PropertyAgencies.

Subdivision. The Parties acknowledge Buyer and Seller understand and agree that a subdivision plat (the "Plat") will be required to subdivide the Property must be created as a conveyable parcel by re-subdivision separate lot or tract. Seller and Buyer shall cooperate to prepare the Plat which shall designate the Property as a separate lot or tract. Upon completion of the existing subdivision where the Property is located. City shall cause the preparation of a subdivision application Rezoning, Buyer will directly pay third party vendors or reimburse Seller for the Property at its expense and seek re-subdivision eighty percent (80%) of the Propertythird-party out-of-pocket costs and expenses incurred to prepare, finalize and record the Plat. The Parties acknowledge that the ALTA Survey Buyer and Commitment cannot be provided until after recording Seller shall cooperate to have a draft of the subdivision plat contemplated Plat prepared for approval by this Paragraph. As such, City agrees to complete the re-subdivision and have prepared a recordable document evidencing the creation of a conveyable parcel within sixty both Parties (60) days of the Effective Date. 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 deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser); withheld, conditioned or delayed) on or before the expiration of the Inspection Period. Each Party shall have five (b5) terminate business days from receipt of the Agreement by giving written notice thereof Plat to make any objections to the other PartiesPlat. Failure of a Party to object to the Plat in writing within such five (5) business day period shall be deemed approval of the Plat. Seller and Buyer shall reasonably cooperate to reach a mutual agreement on the final size and boundary lines for the lot which will comprise the Property, based on the general depiction thereof shown on Exhibit “A”. There shall be no adjustment in which case this Agreement will be terminated, the Purchase Price due to any variation in size between the Survey and neither party shall have any further rights or obligations hereunder, except the final determination of acreage as otherwise provided hereinshown on the Plat. During Upon completion of the re-subdivision process certain changes may occur, including, but not limited toand receipt of all governmental approvals therefor, the creation of certain easements on the lot or on any other lot to accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision legal description of the Propertynew lot comprising the Property shall automatically be deemed to replace Exhibit “A” attached hereto.

Subdivision. The Parties acknowledge that Subject to Paragraph 2.02 of this Agreement, Seller shall have the Property must be created as a conveyable parcel by re-subdivision of the existing subdivision where the Property is located. City shall cause the preparation of a subdivision application for the Property responsibility at its expense for administering, managing, directing and seek re-achieving the preparation, submission and governmental approval of all the plans to allow for the subdivision and development of the PropertyProperty into approximately FORTY-SEVEN (47) townhome Lots (“Development Plans”). The Parties acknowledge Seller represents and warrants that the ALTA Survey final draft record plat has been submitted to, but not yet approved by, Loudoun County, Virginia, and Commitment canis attached hereto as Exhibit A. The Final Record Plat shall not be materially amended/modified from what is depicted in Exhibit A, or otherwise provided until after recording for herein. If the Final Record Plat is requested to be modified, 01. If Purchaser rejects the County’s comments, Seller shall return the remaining portion of the subdivision plat contemplated by this Paragraph. As such, City agrees Deposit 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. 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 deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and neither party shall have any further rights or obligations hereunderresponsibilities under this Agreement. Upon receipt of approval of the Final Record Plat, except and if requested by Purchaser, the Development Plans shall be submitted by the Seller to Loudoun County for permits in a commercially reasonable manner and as otherwise provided hereinsoon as possible thereafter, the Final Record Plat shall be submitted for recordation. During The Purchaser agrees to pay all customary fees and to post the re-subdivision process certain changes may occurcustomary bonds incident thereto. Seller agrees no work will be commenced pursuant to said plans and permits without Purchaser’s written consent, includinguntil after settlement and closing. In the event settlement and closing does not occur for any reason, Seller agrees to assist in having any bonds, letters of credit and/or escrows released, including but not limited toto immediately replacing any such bonds, the creation letter(s) of certain easements on the lot or on any other lot to accommodate drainage requirementscredit and/or escrows. Any right of Seller in all plans, landscapingapprovals, permits and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes related engineering shall be subject assigned at no cost to approval by the Purchaser, which approval shall not be unreasonably withheldPurchaser at settlement. Notwithstanding anything in this Agreement Seller agrees to the contrary, in the event City completes the subdivision contemplated in this Paragraph, cooperate and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect execute any documents reasonably required to any subsequent re-subdivision of the Propertyaccomplish said assignment.

Subdivision. The Parties acknowledge Promptly after the date hereof, Seller, at its sole cost and expense, shall take all commercially reasonable actions to pursue the subdivision of Block 2447, Lot 36 (the "Retained Parcel") into two (2) separate and distinct tax lots in accordance with the drawings annexed hereto as Exhibit K (the eastern lot therein being hereinafter referred to as the "Eastern Lot"). In the event that the Property must subdivision is completed on or prior to Closing, or will be created completed as a conveyable parcel by re-subdivision result of the existing subdivision where the Property is located. City shall cause the preparation of a subdivision application for the Property at its expense and seek re-subdivision delivery of the Propertydeed at Closing, then Purchaser shall accept title to the Eastern Lot for no additional consideration. The Parties acknowledge In the event that such subdivision is not completed by, or as a result of, the ALTA Survey and Commitment cannot be provided until after recording of the subdivision plat contemplated by this Paragraph. As suchClosing, City 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. If City is unable to complete the re-subdivision within sixty (60) days, City then Seller shall notify Seller and Purchaser of thereof in writing (the same in writing, "Subdivision Completion Notice") and Purchaser shall have fifteen (15) days from the right to: (a) extend date such deadline Subdivision Completion Notice is received to elect to accept a deed of the Eastern Lot for a reasonable period no additional consideration, time being of the essence as to the date requested by City (which Purchaser must make such request election, and Purchaser's failure to notify Seller in writing of its election to accept such deed by the date required hereunder shall be deemed to constitute Purchaser's election to not accept such deed. If the Eastern Lot is transferred to be unreasonably denied by Purchaser); or (b) terminate Purchaser after the Agreement by giving written notice thereof Closing, then Purchaser and Seller shall execute and record an amendment to the other Parties, in which case this Agreement will be terminated, and neither party shall have any further rights or obligations hereunder, except as otherwise provided herein. During ZLDA to reflect the re-subdivision process certain changes may occur, including, but not limited to, transfer of the creation of certain easements on Eastern Lot from the lot or on any other lot to accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement Owner Land to the contrary, Developer Land (as such terms are defined in the event City completes ZLDA) with no change in the subdivision contemplated in Developer Floor Area Development Rights. The provision of this Paragraph, and Section 9.8 shall survive the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision of the PropertyClosing.

Subdivision. The Parties Vendor and Purchaser acknowledge and agree that the Property must be created Lands are not, as a conveyable parcel by re-subdivision of the existing subdivision where the Property is located. City shall cause the preparation date of this Agreement, subdivided by virtue of a plan of subdivision application for or other instrument registered at 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 this Paragraph. As such, City 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. 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: Northern Alberta Land Titles Office and: (a) extend such deadline for a reasonable period separate title to the date requested by City (such request not to Lands will only be unreasonably denied by Purchaser); created on the registration of a plan of subdivision or other instrument registered at the Northern Alberta Land Titles Office; (b) terminate the Agreement by giving written notice thereof Property shall be subdivided in accordance to the Plan to create separate and conveyable titles to the Lands, provided, that if on registration of the plan of subdivision, a different description or configuration is allocated to the Lands, so long as the Purchaser has consented to such changes, then the description or configuration contained in Schedule “A” shall be amended to conform with such amended plan. For certainty, it is hereby stated that the Purchaser must consent in writing to any material changes to the Plan, if the Plan attached hereto as Schedule “A” is to be amended; (c) The Purchaser hereby authorizes the Vendor to insert the registered subdivision plan number for the Lands to the legal descriptions of the Lands listed in Schedule “A” upon registration of the plan of subdivision by the Vendor and this agreement shall read as if the registered plan number had been part of the legal description of the Lands as at the execution hereof; Each of the Vendor and Purchaser is aware of the provisions of Section 94 of the Land Titles Act (Alberta) and amendments thereto, and each hereby waives any and all rights it may have pursuant to Section 94 of the Land Titles Act (Alberta) as against the other Parties, in which case this Agreement will be terminatedwith respect to the transaction, and neither party shall have will take any further rights or obligations hereunder, except as otherwise provided herein. During proceedings against 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision Section 95 of the PropertyLand Titles Act (Alberta) as it relates to this Agreement and the terms and conditions hereof pursuant thereto.

Subdivision. With respect to the development of the Premises: A. The Parties parties acknowledge that as of the Property must be created date this Lease is signed by the last party (the “Effective Date”) the Premises is not constituted as a conveyable separate legal parcel, but is part of a larger parcel consisting of approximately 37.096 acres (“Larger Parcel”), all of which is shown by re-subdivision 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 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 2, 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 existing subdivision where the Property is located. City shall cause the preparation recordation of a subdivision application 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 Property at its expense and seek re-subdivision general development of the Propertyentire 37.096 ± acre site which is attached hereto as Exhibit “A” and entitled “Master Site Plan”. The Parties acknowledge that Said Master Site Plan sets forth the ALTA Survey buildings and Commitment cannot be provided until after recording of the subdivision plat contemplated by this Paragraph. As such, City 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. 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 deadline for a reasonable period to the date requested by City (such request not land to be unreasonably denied by Purchaserleased under this Lease and the Companion Lease (Building 1 and 2 on Lots 1 and 2); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect buildings and land proposed to any subsequent re-subdivision be developed on the remainder of the Propertyproperty (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 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. The Parties acknowledge that In connection with the Property must be created as a conveyable parcel by re-subdivision sale of the existing subdivision where Release Property or for any other reasonable purpose, Borrower shall be permitted to subdivide the Property is located. City Land into two or more separate legal parcels (the “Subdivision”) subject to Lender’s reasonable consent which shall cause be based on the preparation following: (A) No Default or Event of a subdivision application for Default shall exist at the Property at its expense and seek re-subdivision time of the Property. The Parties acknowledge that request or at the ALTA Survey and Commitment cannot be provided until after recording time of the Subdivision; (B) Lender reasonably approves of all subdivision plat contemplated by this Paragraph. As such, City 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. 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 deadline for a reasonable period to the date requested by City (such request not to be unreasonably denied by Purchaser); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and neither party shall have any further rights or obligations hereunder, except as otherwise provided herein. During the re-subdivision process certain changes may occurdocuments, including, but not limited towithout limitation, the creation any plats or plans relating thereto and any documents establishing cross-easements or restrictive covenants, including, without limitation, Lender’s receipt and approval of certain all easements on the lot or on any other lot to accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply 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 the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraphall applicable Laws and Legal Requirements; (C) The Subdivision complies with, and the transaction contemplated by this Agreement Mortgaged Property after giving effect to the Subdivision will comply with, all Laws and Legal Requirements; (D) At Borrower’s sole cost and expense, the 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 impaired by the Subdivision, and updates to existing endorsements of the Title Policy, if applicable, or new endorsements as Lender may reasonably require, including, without limitation, a subdivision endorsement in form and substance acceptable to Lender; (E) To the extent the Mortgage needs to be revised to reflect such Subdivision in Lender’s reasonable discretion, Borrower and Borrower Representative shall deliver fully consummated, Purchaser executed amendments to the Mortgage; (F) The Lender shall have no further responsibility with respect to any subsequent re-subdivision received such other documents, certificates, instruments, opinions or assurances as the Lender may reasonably request; and (G) The Borrower shall pay all of the PropertyLender’s out-of-pocket costs and expenses incurred by the Lender in connection with such request for such Subdivision, including, without limitation, all recording costs, transfer taxes, title premiums and reasonable legal fees, regardless of whether or not such Subdivision is consummated.

Subdivision. The Parties acknowledge that the Property must be created as a conveyable parcel by re-subdivision of the existing subdivision where the Property is located31.1. City shall cause the preparation of a subdivision 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 this Paragraph. As such, City agrees to complete the re-subdivision and have prepared a recordable document evidencing the creation of a conveyable parcel within Within sixty (60) days of following the Effective Date. If , the Landlord will make application to the subdivision authority for the City is unable to complete of Medicine Hat for the re-approval (the “Subdivision Approval”) of a plan of subdivision within sixty (60the “Subdivision Plan”) days, City shall notify Seller and Purchaser in respect of the Landlord’s Lands which, upon registration, will create the Lands as a separate and 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 in writingto the subdivision approving authority, and Purchaser shall have a copy of the right to: (a) extend such deadline Subdivision Approval as and when issued. The Landlord will be responsible, at its sole cost and expense, for a reasonable period the satisfaction of any conditions of approval to the date requested by City Subdivision Approval, including without limitation, the payment of any off-site levies and the dedication of reserves (such request not or payment of cash in lieu thereof), and will make all reasonable commercial efforts to obtain the Subdivision Approval and to cause the Subdivision Plan to be unreasonably denied 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 Purchaser); or 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 (b) terminate the Agreement by giving written notice thereof except as to the Lands), at its sole cost and expense, any caveat, encumbrance, lien, charge or other Partiesinstrument which the Tenant may have registered or caused to be registered against the title to the Landlord’s Lands, save and except a caveat in which case this Agreement will be terminated, respect of the easement granted pursuant to clause 32.1 and neither party shall have any further rights caveat or obligations hereunder, except as otherwise provided herein. During the re-subdivision process certain changes may occur, including, but not limited to, the creation easement registered in respect of certain easements on the lot or on any other lot to accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval easement agreement entered into by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement Parties pursuant to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision of the Propertyclause 32.7.

Subdivision. With respect to the development of the Premises: A. The Parties parties acknowledge that as of the Property must be created date this Lease is signed by the last party (the “Effective Date”) the Premises is not constituted as a conveyable separate legal parcel, but is part of a larger parcel consisting of approximately 37.096 acres (“Larger Parcel”), all of which is shown by re-subdivision 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 existing subdivision where the Property is located. City shall cause the preparation recordation of a subdivision application 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 Property at its expense and seek re-subdivision general development of the Propertyentire 37.096 ± acre site which is attached hereto as Exhibit “A” and entitled “Master Site Plan”. The Parties acknowledge that Said Master Site Plan sets forth the ALTA Survey buildings and Commitment cannot be provided until after recording of the subdivision plat contemplated by this Paragraph. As such, City 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. 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 deadline for a reasonable period to the date requested by City (such request not land to be unreasonably denied by Purchaserleased under this Lease and the Companion Lease (Building 1 and 2 on Lots 1 and 2); or (b) terminate the Agreement by giving written notice thereof to the other Parties, in which case this Agreement will be terminated, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect buildings and land proposed to any subsequent re-subdivision be developed on the remainder of the Propertyproperty (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. The Parties acknowledge Landlord shall, at its sole cost and expense, in cooperation with Tenant, cause the Complex to be subdivided (the “Subdivision”) such that the Property must be created as Leased Premises shall constitute a conveyable single tax parcel by re-subdivision (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 existing subdivision where the Property is located. City Subdivision shall cause the preparation of a subdivision application 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 Property at its expense Rolling Mill Parcel, as revised by the Subdivision, shall be subject to Tenant’s reasonable review and seek re-subdivision approval, and shall substantially reflect the legal description of the Property. The Parties acknowledge that the ALTA Survey and Commitment cannot be provided until after recording of the subdivision plat contemplated by this Paragraph. As such, City agrees to complete the re-subdivision and have prepared a recordable document evidencing the creation of a conveyable parcel within sixty (60) days Leased Premises as of the Effective Date. If City is unable to complete the re-subdivision within sixty ; (60d) days, City shall notify Seller and Purchaser of the same in writing, and Purchaser Tenant shall have the right to: (a) extend to review and approve, such deadline for a reasonable period to the date requested by City (such request approval not to be unreasonably denied withheld, conditioned or delayed, any filing, notice or other instrument to be made, filed or delivered by Purchaser); or Landlord in connection with the Subdivision, and Tenant shall execute any such filing so approved by Tenant if required under Applicable Law; (be) terminate If necessary, promptly upon completion of the Agreement by giving written notice Subdivision, Landlord and Tenant shall enter into an amendment of this Lease 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; and (f) Landlord and Tenant shall cooperate in filing and/or executing such other Parties, instruments and documents as shall be reasonable and customary (and/or required under Applicable Law) in which case this Agreement will be terminated, and 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 accommodate drainage requirements, landscaping, and installations for utility services for the subdivision, and other changes necessary to comply connection with the Pueblo Municipal Code which may not be foreseen at this time. Such changes shall be subject to approval by the Purchaser, which approval shall not be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary, in the event City completes the subdivision contemplated in this Paragraph, and the transaction contemplated by this Agreement is not fully consummated, Purchaser shall have no further responsibility with respect to any subsequent re-subdivision of the PropertySubdivision.