Common use of Development Approvals Clause in Contracts

Development Approvals. Landlord shall be solely responsible for procuring all permits, certificates, approvals and other entitlements from any State, County, City or other public agencies with jurisdiction that may be necessary to develop, construct and occupy the Project in the manner prescribed in the Lease (collectively, the "Development Approvals"), including without limitation any design review approvals, grading permits, building permits and certificates of occupancy. Landlord shall use commercially reasonable and diligent efforts in seeking to procure all necessary Development Approvals by the applicable dates set forth in the Project Development Schedule, and shall bear all costs and expenses associated with the procurement of the Development Approvals, including without limitation all application fees, engineering, architectural and other consulting costs, impact fees and mitigation costs. Landlord and Tenant each shall consult, cooperate and coordinate with the other in connection with the Development Approval procurement process, including without limitation reviewing applications for Development Approvals during the Design Meetings, and Tenant's input to Landlord shall be considered in good faith. Landlord shall make available to Tenant upon request copies of all applications that are submitted to a public agency with jurisdiction in connection with the procurement of any Development Approvals. Notwithstanding any contrary provision of this Rider, Tenant shall have the right to approve the provisions of any Development Approvals that would materially and adversely affect Tenant's use and occupancy of the Premises (including without limitation the cost of operating the Premises) during the Lease Term. Tenant's approval shall not be unreasonably withheld, delayed or conditioned, and shall be deemed given if Tenant does not give Landlord written notice of its disapproval, together with a reasonably detailed explanation of the reasons therefor and if feasible, the steps necessary to gain Tenant's approval, within seven days after receipt of the proposed provisions of the Development Approvals. By way of illustration and not in limitation of the foregoing, the parties acknowledge that it would be reasonable for Tenant to disapprove a provision of a Development Approval that would require Tenant to fund the development of a fire station, but it would not be reasonable for

Development Approvals. Landlord shall Attached hereto as Exhibit A is a time schedule for applying for and obtaining Development Approvals and Construction Permits (both as hereinafter defined), which schedule may be solely responsible modified from time to time by agreement of Cheshire and CareMatrix (the "Schedule"). CareMatrix shall, as Owner's agent, and in accordance with the Schedule, apply for procuring and diligently pursue all permitsrequired federal, certificates, state and local approvals and other entitlements from any Statepermits needed for the Project, Countyincluding, City but not limited to approvals and permits required under relevant laws relating to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water or other public agencies with jurisdiction that may be necessary to develop, construct and occupy the Project in the manner prescribed in the Lease environmental matters (collectively, the "Development Approvals"), including without limitation any design review approvalsbut, excluding permits required to commence construction on the Property; e.g., building permits, foundation permits, grading permits, building clearing permits or other similar construction related permits (the "Construction Permits"). Cheshire shall cooperate with CareMatrix and certificates of occupancyassist CareMatrix in its efforts to obtain the Development Approvals and shall sign all necessary applications in connection therewith. Landlord CareMatrix shall use commercially reasonable and diligent efforts in seeking to procure all necessary obtain the Development Approvals in accordance with the Schedule. If a Development Approval is denied, CareMatrix shall not be obligated to appeal such denial; and if a Development Approval is granted, but a third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial or to defend an appeal, as the case may be, as to any Development Approval other than a necessary zone change, and Cheshire elects to take such action on its own behalf, the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) of the actual out-of-pocket costs incurred by Cheshire in pursuing or defending such appeal. If Cheshire elects to pursue or defend any appeal relating to a zone change, such appeal shall be at Cheshire's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused by the applicable dates negligence, willful act or omission of CareMatrix. Cheshire acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining the Development Approvals shall constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 12 and not a claim of negligence under tort law. Subject to the Project Development Schedulelimitations as to expenses of appeals in this Paragraph and subject to reimbursement as set forth in this Agreement, and CareMatrix shall bear pay all costs and expenses costs, including attorneys' fees, associated with the procurement of the Development Approvals, including without limitation all application fees, engineering, architectural and other consulting costs, impact fees and mitigation costs. Landlord and Tenant each shall consult, cooperate and coordinate with the other in connection with the Development Approval procurement process, including without limitation reviewing applications for Development Approvals during the Design Meetings, and Tenant's input to Landlord shall be considered in good faith. Landlord shall make available to Tenant upon request copies of all applications that are submitted to a public agency with jurisdiction in connection with the procurement of any Development Approvals. Notwithstanding any contrary provision of this Rider, Tenant shall have the right to approve the provisions of any Development Approvals that would materially and adversely affect Tenant's use and occupancy of the Premises (including without limitation the cost of operating the Premises) during the Lease Term. Tenant's approval shall not be unreasonably withheld, delayed or conditioned, and shall be deemed given if Tenant does not give Landlord written notice of its disapproval, together with a reasonably detailed explanation of the reasons therefor and if feasible, the steps necessary to gain Tenant's approval, within seven days after receipt of the proposed provisions of the Development Approvals. By way of illustration and not in limitation of the foregoing, the parties acknowledge that it would be reasonable for Tenant to disapprove a provision of a Development Approval that would require Tenant to fund the development of a fire station, but it would not be reasonable for.

Development Approvals. Landlord shall In the event Buyer acquires the Property, Buyer intends to construct, or cause to be solely responsible for procuring all permitsconstructed, certificates, approvals and other entitlements from any State, County, City or other public agencies with jurisdiction that may be necessary to develop, construct and occupy a residential development project thereon (“Proposed Development”). Following the Project in the manner prescribed in the Lease (collectively, the "Development Approvals"), including without limitation any design review approvals, grading permits, building permits and certificates of occupancy. Landlord shall use commercially reasonable and diligent efforts in seeking to procure all necessary Development Approvals by the applicable dates set forth in the Project Development Schedule, and shall bear all costs and expenses associated with the procurement expiration of the Development ApprovalsDue Diligence Period, including without limitation all application feesprovided Buyer delivers its Inspection Approval Notice on or before the expiration of the Due Diligence Period, engineering, architectural and other consulting costs, impact fees and mitigation costs. Landlord and Tenant each shall consult, cooperate and coordinate with the other in connection with the Development Approval procurement process, including without limitation reviewing applications for Development Approvals during the Design Meetings, and Tenant's input to Landlord shall be considered in good faith. Landlord shall make available to Tenant upon request copies of all applications that are submitted to a public agency with jurisdiction in connection with the procurement of any Development Approvals. Notwithstanding any contrary provision of this Rider, Tenant Buyer shall have the right to approve pursue the provisions following in connection with the Proposed Development (collectively, “Development Approvals”), the parties hereto that acknowledging that in the event Buyer does not close the purchase of any the Property that Seller will be bound by the Development Approvals that would materially and adversely affect Tenant's use and occupancy obtained by Buyer (or Seller as provided below): (i) approval by the City of Scotts Valley of a General Plan Amendment application prepared by Buyer which changes the general plan designation for the Property to permit residential development on the Property, (ii) approval by the City of Scotts Valley of an environmental impact report (or issuance of a negative declaration, if applicable), with respect to the residential development project contemplated to be developed by Buyer on the Property, (iii) approval by the City of Scotts Valley of a rezoning of the Premises Property to allow for the development of for-sale residential units on the Property (including consistent with the General Plan Amendment referred to above), (iv) site and architectural review approval by the City of Scotts Valley with respect to Buyer’s contemplated development of the Property (consistent with the General Plan Amendment), (v) approval by the City of Scotts Valley of a Tentative Map for the Property which provides for the creation of multiple residential lots within the Property, and (vi) such other permits and approvals as may be required to develop the Proposed Development. During the Due Diligence Period, Buyer will provide to Seller, for Seller’s approval (which shall not be unreasonably withheld or delayed) a tentative entitlement schedule for Buyer’s submittal of applications for Development Approvals and the identification of a consulting team to be hired or employed by Buyer in connection with the pursuit of the Development Approvals. Seller acknowledges that such entitlement schedule to be furnished by Buyer to Seller for Seller’s approval will set forth target dates for submittals of Development Approval applications but that due to City procedural requirements, many of which are outside of Buyer’s control, Buyer may or may not be able meet such target dates for submittal of such Development Approval applications. Buyer and Seller agree to meet bi-weekly to coordinate the processing of Development Approval applications. During the Due Diligence Period, Seller shall continue to process for approval by the City of Scotts Valley, the applications for Development Approvals referred to in clauses (i) though (iii) of the immediately preceding paragraph, except that Seller shall not make any modifications or changes to such applications or Development Approvals without limitation the cost prior written consent of operating the Premises) during the Lease Term. Tenant's approval Buyer (which consent shall not be unreasonably withheld, delayed or conditioned, and shall be deemed given if Tenant does not give Landlord written notice of its disapproval, together with a reasonably detailed explanation ). Promptly following the expiration of the reasons therefor Due Diligence Period, provided Buyer has delivered its Inspection Approval Notice to Seller, Seller shall assign to Buyer in writing all of Seller’s Development Approval applications and engineering and architecture applicable thereto, if feasible, the steps necessary any. Neither Seller nor Buyer make any representation or warranty that Buyer or Seller will be able to gain Tenant's approval, within seven days after receipt of the proposed provisions of obtain the Development Approvals. By way Approvals or any of illustration and not in limitation of the foregoing, the parties acknowledge that it would be reasonable for Tenant to disapprove a provision of a Development Approval that would require Tenant to fund the development of a fire station, but it would not be reasonable forthem.

Development Approvals. Landlord Buyer's obligation to purchase the Property shall be solely responsible for procuring all permitsexpressly conditioned upon Buyer, certificatesat its sole cost and expense, approvals obtaining approval from Charlotte County and other entitlements from governmental authorities having jurisdiction for all necessary governmental permits and approvals, except Final Detail Plan Approval to construct up to 2,400 single family and multi- family density units, up to a 150 Key Hotel and 200,000 square feet of commercial and retail space pursuant to the conceptual site plan attached as Exhibit "B" ("Site Plan") ("Intended Use"). Buyer may make modifications to the Site Plan as Buyer finalizes Buyer's development plans and pursues governmental approvals for the Property. The governmental approvals shall include those set forth on attached Exhibit "C" with all applicable appeal periods having expired with no appeals having been filed or any State, County, City or other public agencies appeals having been dismissed with jurisdiction that may be necessary prejudice and the terms of the governmental approvals are acceptable to develop, construct and occupy the Project Buyer in the manner prescribed in the Lease its sole discretion (collectively, hereinafter collectively referred to as the "Development Approvals"), including without limitation any design review approvals, grading permits, building permits . Buyer shall have the right to pursue and certificates of occupancy. Landlord shall use commercially reasonable and diligent efforts in seeking to procure all necessary obtain the Development Approvals by at any time after the applicable dates set forth in Effective Date. Buyer shall commence the Project process of making applications for the Development Schedule, and shall bear all costs and expenses associated with Approvals within ninety (90) days after the procurement expiration of the Development Approvals, including without limitation all application fees, engineering, architectural Inspection Period. MVCRA and other consulting costs, impact fees and mitigation costs. Landlord and Tenant each County shall consult, cooperate and coordinate reasonably with the other Buyer in connection with the Development Approval procurement process, including without limitation reviewing Approvals at no cost to MVCRA and County. MVCRA and County (as property owner) agree to sign off on applications for Development Approvals during and other documents as may be required from time to time. County agrees to use best efforts to hold the Design Meetings, Planning and Tenant's input to Landlord shall be considered Zoning Board hearing and Board of County Commissioners hearing on rezoning the Property in good faiththe same month. Landlord shall make available to Tenant upon request copies of At such time as Buyer receives all applications that are submitted to a public agency with jurisdiction in connection with the procurement of any Development Approvals. Notwithstanding any contrary provision of this Rider, Tenant shall have the right to approve the provisions of any Development Approvals that would materially and adversely affect Tenant's use and occupancy of the Premises (including without limitation the cost of operating the Premises) during the Lease Term. Tenant's approval shall not be unreasonably withheld, delayed or conditioned, and shall be deemed given if Tenant does not give Landlord written notice of its disapproval, together with a reasonably detailed explanation of the reasons therefor and if feasible, the steps necessary to gain Tenant's approval, within seven days after receipt of the proposed provisions of the Development ApprovalsApprovals (the "Approval Date"), Buyer shall give notice thereof to County and MVCRA. By way of illustration and not in limitation Buyer shall have eighteen (18) months from the expiration of the foregoingInspection Period to obtain the Development Approvals ("Approval Period"). In the event that the Approval Date does not occur within the Approval Period, Buyer, at Buyer's option, may elect, by written notice to County and MVCRA on or before the expiration of the Approval Period, to (A) to extend the Approval Period by an additional six (6) months, (B) terminate this Agreement, in which event the Deposit shall be refunded to Buyer promptly upon request, all rights and obligations of the parties hereunder shall expire and this Agreement shall become null and void, except with respect to any provisions that expressly survive termination, or (C) waive the contingency set forth in this Section and consummate the purchase of the Property as set forth herein. In the event Buyer extends the Approval Period by an additional six (6) months and Buyer is unable to obtain the Governmental Approvals by the end of the six (6) month extension, the parties acknowledge that it would be reasonable for Tenant to disapprove a provision Buyer shall elect Option (B) or (C) above. As soon as Buyer determines the final built-out density of a Development Approval that would require Tenant to fund the its development of a fire stationthe Property with the understanding Buyer's final development plans may change over the years depending on market conditions but in no event later than ten (10) years from the Closing Date, but it would not be reasonable forBuyer shall, at no cost to County or MVCRA, release to County and MVCRA its right to any unused residential, commercial or hotel entitlement.

Development Approvals. Landlord shall be solely responsible for procuring all permits6.1 The Projects are subject to various development orders, certificatesdeveloper agreements and development approvals which are described on Exhibit “D, approvals attached hereto and other entitlements from any State, County, City or other public agencies with jurisdiction that may be necessary to develop, construct and occupy made a part hereof (the Project in “Developer Approvals”). 6.2 At Closing Seller will make a limited assignment of the manner prescribed in the Lease (collectively, the "Development Approvals"), including without limitation any design review approvals, grading permits, building permits and certificates of occupancy. Landlord shall use commercially reasonable and diligent efforts in seeking to procure all necessary Development Approvals to Purchaser which is intended to permit Purchaser to complete the Improvements (hereinafter defined) if Seller fails to complete the Improvements in accordance with Paragraph 7 hereof, pursuant to the Self-Help Remedy (hereinafter defined). When Seller has completed the Improvements for each of the Projects as required by the applicable dates set forth in the Project Development Schedule, and shall bear all costs and expenses associated with the procurement of the Development Approvals, including without limitation or when Purchaser completes such Improvements pursuant to its Self Help Remedy as described in Paragraph 7 hereof, Seller shall make a complete assignment to Purchaser and Purchaser shall assume all application of the rights and obligations of the Developer under the terms of the Developer Approvals applicable to such Project. To the extent that any governmental entity, body or utility company requires a separate assignment, Seller shall assign its rights under the developer agreement or utility agreement, upon the form required by the governmental body or utility provider. Seller shall indemnify and hold Purchaser harmless from any liability, loss, damage or expense, including, but not limited to, reasonable attorneys’ fees and costs, sustained or incurred by Purchaser by reason of Seller’s failure to fulfill the obligations under the terms of the Development Approvals up to the completion by Seller of the Improvements for each of such Projects. 6.3 Seller acknowledges that it will remain responsible to pay for the installation of traffic signalization and deliver surety for such work to the City of Palm Beach Gardens as more particularly described in the Development Approvals for Paloma. 6.4 Seller has advised Purchaser that it has prepaid certain impact fees, engineeringwater and sewer connection fees or has impact fee credits available in connection with its development work for the Projects or for the benefit of the Projects (collectively the “Fees”). To the extent that Seller has prepaid such Fees or has credits for Fees available, architectural Purchaser shall be obligated to purchase such Fees and/or reimburse Seller for any such prepaid Fees, provided that Purchaser shall only be liable to purchase such Fees or reimburse such Fees, at the time that such Fees would otherwise be due and other consulting costspayable by Purchaser to the applicable governmental authority. For example, if a governmental authority requires payment of such Fees at the time of building permit, they will be reimbursed by Purchaser to Seller at the time of building permit. A schedule of the Fees is attached hereto as Exhibit “E”. In lieu of reimbursing Seller for such Fees as provided herein, Purchaser shall, at Seller’s option, purchase all such Fees from Seller on the Closing Date, for payment of the sum of $700,000, and upon such payment, Seller shall assign to Purchaser, all of its right, title and interest in and to such Fees. 6.5 In the event that Seller is obligated to prepay any addition impact fees and mitigation costs. Landlord and Tenant each shall consultto the City of Palm Beach Gardens to extend the build out date for Paloma, cooperate and coordinate with or otherwise as required by the other applicable governmental authorities in connection with the Development Approval procurement processcompletion of the Improvements and the acceptance of such Improvements by such governmental authority, including without limitation reviewing applications for Development Approvals during Seller shall pay any such additional prepaid fees as follows. At Seller’s option, Purchaser shall either pay to Seller at the Design Meetingstime of the last closing on the purchase of the Models and Spec Homes as they are completed pursuant to Paragraph 8.2 hereof, and Tenant's input sixty percent (60%) of the amount paid by Seller to Landlord prepay such additional impact fees to the City of Palm Beach Gardens, or Purchaser shall be considered in good faith. Landlord shall make available obligated to Tenant upon request copies of all applications that are submitted reimburse Seller for such prepaid fees at the time such fees would otherwise be due and payable by Purchaser to a public agency with jurisdiction in connection with the procurement of any Development Approvals. Notwithstanding any contrary provision of this Riderapplicable governmental authority, Tenant shall have after Purchaser has utilized the right Fees purchased from Seller pursuant to approve the provisions of any Development Approvals that would materially and adversely affect Tenant's use and occupancy of the Premises (including without limitation the cost of operating the Premises) during the Lease Term. Tenant's approval shall not be unreasonably withheld, delayed or conditioned, and shall be deemed given if Tenant does not give Landlord written notice of its disapproval, together with a reasonably detailed explanation of the reasons therefor and if feasible, the steps necessary to gain Tenant's approval, within seven days after receipt of the proposed provisions of the Development Approvals. By way of illustration and not in limitation of the foregoing, the parties acknowledge that it would be reasonable for Tenant to disapprove a provision of a Development Approval that would require Tenant to fund the development of a fire station, but it would not be reasonable forParagraph 6.4 hereof..

Development Approvals. Landlord Buyer shall be solely responsible for procuring have from the Effective Date until October 12, 2016 (the “Development Approvals Period”) in which to obtain any and all entitlements, tax incentives/rebates, authorizations and permits, certificatesincluding, approvals without limitation curb cuts for ingress and other entitlements egress, including to and from any StateNW 35th Avenue, Countyplatting, City or other public agencies with jurisdiction that may be building approvals, permits, zoning, variances, utility permits, authorizations and easements, and water management district permits for surface water and storm water management and storage, necessary to develop, construct and occupy for Buyer’s Contemplated Use (the Project in the manner prescribed in the Lease (collectively, the "“Development Approvals"”). Seller shall, including without limitation any design review approvals, grading permits, building permits and certificates of occupancy. Landlord shall use commercially reasonable and diligent efforts in seeking to procure all necessary Development Approvals by the applicable dates set forth in the Project Development Schedule, and shall bear all costs and expenses associated with the procurement of the Development Approvals, including without limitation all application fees, engineering, architectural and other consulting costs, impact fees and mitigation costs. Landlord and Tenant each shall consult, cooperate and coordinate with the other in connection with the Development Approval procurement process, including without limitation reviewing applications for Development Approvals during the Design Meetings, and Tenant's input to Landlord shall be considered in good faith. Landlord shall make available to Tenant upon request copies of by Buyer (at no expense to Seller) execute, or request Current Owner to execute, any and all applications that are submitted documentation necessary for Buyer to a public agency with jurisdiction in connection with the procurement of any apply for such Development Approvals. Notwithstanding the foregoing, nothing set forth herein shall constitute preapproval, or a commitment to approve, any contrary provision of this Rider, Tenant shall have request for Development Approvals submitted to Seller in its capacity as the right to approve the provisions Governmental Authority charged with review of any applications or granting of any requested permits or other approvals. If Buyer is unable to obtain the Development Approvals that would materially and adversely affect Tenant's use and occupancy within the Development Approvals Period Buyer may terminate this Agreement by providing written notice prior to the end of the Premises (including without limitation the cost of operating the Premises) during the Lease Term. Tenant's approval shall not be unreasonably withheldDevelopment Approvals Period to Seller, delayed or conditionedEscrow Agent, and the Current Owner, in which event this Agreement shall be deemed given if Tenant does not give Landlord written notice terminated, and the Deposit shall be returned to Buyer and all obligations of its disapprovalBuyer to Seller, together with a reasonably detailed explanation or Seller to Buyer, except those specifically surviving Closing or earlier termination hereof shall be null and void. The Parties acknowledge that, subsequent to Closing and upon development of the reasons therefor Property, Buyer shall be responsible for constructing a storm water detention pond in accordance with all applicable laws which storm water detention pond shall provide drainage exclusively for the Property. Buyer shall have no obligation to provide drainage for any other portion for the real property owned by Current Owner. The foregoing shall not impose upon Current Owner the obligation to construct any drainage or other facilities on other real property owned by the Current Owner unless and if feasible, until necessary for the steps necessary to gain Tenant's approval, within seven days after receipt construction of the proposed provisions of the Development Approvals. By way of illustration and not in limitation of the foregoing, the parties acknowledge that it would be reasonable for Tenant to disapprove a provision of a Development Approval that would require Tenant to fund the development of a fire station, but it would not be reasonable forimprovements upon such additional property.

Development Approvals. Landlord shall Attached hereto as Exhibit A is a time schedule for applying for and obtaining Development Approvals and Construction Permits (both as hereinafter defined), which schedule may be solely responsible modified from time to time by agreement of Woodbridge and CareMatrix (the "Schedule"). CareMatrix shall, as Owner's agent, and in accordance with the Schedule, apply for procuring and diligently pursue all permitsrequired federal, certificates, state and local approvals and other entitlements from any Statepermits needed for the Project, Countyincluding, City but not limited to approvals and permits required under relevant laws relating to zoning, wetlands, parking and curb cuts, highway and traffic, historic districts, sewer and water or other public agencies with jurisdiction that may be necessary to develop, construct and occupy the Project in the manner prescribed in the Lease environmental matters (collectively, the "Development Approvals"), including without limitation any design review approvalsbut, excluding permits required to commence construction on the Property; e.g., building permits, foundation permits, grading permits, building clearing permits or other similar construction related permits (the "Construction Permits"). Woodbridge shall cooperate with CareMatrix and certificates of occupancyassist CareMatrix in its efforts to obtain the Development Approvals and shall sign all necessary applications in connection therewith. Landlord CareMatrix shall use commercially reasonable and diligent efforts in seeking to procure all necessary obtain the Development Approvals in accordance with the Schedule. If a Development Approval is denied, CareMatrix shall not be obligated to appeal such denial; and if a Development Approval is granted, but a Third party appeals such approval, CareMatrix shall not be obligated to defend such appeal. If CareMatrix elects not to appeal a denial or to defend an appeal, as the case may be, as to any Development Approval other than a necessary zone change, and Woodbridge elects to take such action on its own behalf, the amount otherwise payable to CareMatrix pursuant to Paragraph 7 shall be reduced by an amount equal to fifty percent (50%) of the actual out-of-pocket costs incurred by Woodbridge in pursuing or defending such appeal. If Woodbridge elects to pursue or defend any appeal relating to a zone change, such appeal shall be at Woodbridge's sole expense. CareMatrix shall not be liable for delay in obtaining or denial of Development Approvals unless caused by the applicable dates negligence, willful act or omission of CareMatrix. Woodbridge acknowledges that any claim of negligence, willful act or omission of CareMatrix in obtaining the Development Approvals shall constitute a claim for breach of contract by CareMatrix subject to the default remedies set forth in Paragraph 15 and not a claim of negligence under tort law. Subject to the Project Development Schedulelimitations as to expenses of appeals in this Paragraph and subject to reimbursement as set forth in this Agreement, and CareMatrix shall bear pay all costs and expenses costs, including attorneys' fees, associated with the procurement of the Development Approvals, including without limitation all application fees, engineering, architectural and other consulting costs, impact fees and mitigation costs. Landlord and Tenant each shall consult, cooperate and coordinate with the other in connection with the Development Approval procurement process, including without limitation reviewing applications for Development Approvals during the Design Meetings, and Tenant's input to Landlord shall be considered in good faith. Landlord shall make available to Tenant upon request copies of all applications that are submitted to a public agency with jurisdiction in connection with the procurement of any Development Approvals. Notwithstanding any contrary provision of this Rider, Tenant shall have the right to approve the provisions of any Development Approvals that would materially and adversely affect Tenant's use and occupancy of the Premises (including without limitation the cost of operating the Premises) during the Lease Term. Tenant's approval shall not be unreasonably withheld, delayed or conditioned, and shall be deemed given if Tenant does not give Landlord written notice of its disapproval, together with a reasonably detailed explanation of the reasons therefor and if feasible, the steps necessary to gain Tenant's approval, within seven days after receipt of the proposed provisions of the Development Approvals. By way of illustration and not in limitation of the foregoing, the parties acknowledge that it would be reasonable for Tenant to disapprove a provision of a Development Approval that would require Tenant to fund the development of a fire station, but it would not be reasonable for.