Common use of Construction Obligations Clause in Contracts

Construction Obligations. Buyer acknowledges that the Land is part of the South Project Area, and acknowledges that if construction of the Project is not commenced and completed with reasonable diligence, or if there is a material delay in its commencement and completion, such an event or delay may have a material adverse effect on the timely development of other portions of the South Project Area. In order to allocate the burdens of such a material adverse effect, Master Developer and Seller executed, delivered, and recorded the Existing Construction Agreement, which covers and encumbers the Land. Prior to the Close of Escrow, the Parties shall reasonably negotiate between themselves as to the terms and conditions of an agreement (the “Agreement Regarding Construction Obligations”) that will specify each Party’s responsibility for any obligations that may arise or accrue under the Existing Construction Agreement after the Close of Escrow. The terms and conditions of the Agreement Regarding Construction Obligations shall be reasonably acceptable to each Party, and a memorandum of the Agreement Regarding Construction Obligations shall be recorded in the Official Records as of the Close of Escrow. CONFIDENTIAL TREATMENT REQUESTED *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Construction Obligations. Buyer acknowledges that the Land is part of the South Project Area, and acknowledges that if construction of the Project is not commenced and completed with reasonable diligence, or if there is a material delay in its commencement and completion, such an event or delay may have a material adverse effect on the timely development of other portions of the South Project Area. In order to allocate the burdens of such a material adverse effect, Master Developer and Seller executed, delivered, and recorded the Existing Construction Agreement, which covers and encumbers the Land. Prior to the Close of CONFIDENTIAL TREATMENT REQUESTED *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Escrow, the Parties shall reasonably negotiate between themselves as to the terms and conditions of an agreement (the “Agreement Regarding Construction Obligations”) that will specify each Party’s responsibility for any obligations that may arise or accrue under the Existing Construction Agreement after the Close of Escrow. The terms and conditions of the Agreement Regarding Construction Obligations shall be reasonably acceptable to each Party, and a memorandum of the Agreement Regarding Construction Obligations shall be recorded in the Official Records as of the Close of Escrow. CONFIDENTIAL TREATMENT REQUESTED *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.