Common use of Excess Land Clause in Contracts

Excess Land. In the event Tenant desires to construct additional improvements on the Excess Land, and no Event of Default then exists, Landlord, at its sole option, (i) shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord and subject to this Lease or (ii) shall cause the Excess Land to be released from the terms of this Lease and conveyed to an affiliate of Landlord who shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord, or (iii) shall convey the Excess Land to Tenant for a price ("Excess Land Price") equal to the greater of $2,052,356 plus ----------------- the applicable Prepayment Premium or the sum of the Fair Market Value of the Excess Land (as Fair Market Value is defined in clause (a) of the definition thereof) plus the applicable Prepayment Premium provided that the following conditions are satisfied: (A) the Leased Premises shall have been subdivided in compliance with all applicable subdivision laws, Legal Requirements and Easement Agreements so that the Excess Land and the remainder of the Leased Premises (the "Retained Premises") are separate tracts, (B) after such sale both the Excess ------------------- Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easement Agreements, (C) the release of the Excess Land does not materially impact the functional use, legal use or viability of the Retained Premises, (D) Tenant shall have complied with all requirements of Lender set forth in the Mortgage with respect to the release of the Excess Land, (E) all parking located on the Excess Land as of the Commencement Date has been relocated to the Retained Premises in a manner satisfactory to Landlord and (F) all Costs of Landlord, Lender and Tenant in connection with the conveyance of the Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall be borne solely by Tenant. Landlord, as record title holder to the Excess Land, shall cooperate with Tenant in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting of the Excess Land and the Retained Premises, at no cost to Landlord. If Landlord conveys the Excess Land under clauses (ii) or (iii) above, then, except for Surviving Obligations this Lease shall terminate with respect to the Excess Land, but shall remain in full force and effect with respect to the Retained Premises, provided, however, that in no event will the release of the Excess Land from this Lease amend, reduce or modify any of the obligations and liabilities of Tenant hereunder, including the obligations to pay Basic Rent in the amount set forth in Exhibit "D" hereto. -----------

Excess Land. In the event Tenant desires to construct additional improvements on the Excess Land, and So long as no Event of Default then exists, Landlord, at its sole option, Landlord agrees to cause that portion of the Xxxxxxxxxx Premises described in EXHIBIT A-2 hereto (ithe "EXCESS LAND") shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord and subject to this Lease or (ii) shall cause the Excess Land to be released from the terms of this Lease and conveyed to an affiliate of Landlord who shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord, or (iii) shall convey the Excess Land to Tenant for a price ("Excess Land Price") equal to the greater of $2,052,356 plus ----------------- the applicable Prepayment Premium or the sum of the Fair Market Value of the Excess Land (as Fair Market Value is defined in clause (a) of the definition thereof) plus the applicable Prepayment Premium provided that the following conditions are satisfied: (A) the Leased Xxxxxxxxxx Premises shall have been subdivided in compliance with all applicable subdivision laws, Legal Requirements and Easement Agreements so that the Excess Land and the remainder of the Leased Xxxxxxxxxx Premises (the "Retained Premises") are separate tracts, (B) after such sale both the Excess ------------------- Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easement Easements Agreements, (C) the release of the Excess excess Land does not materially impact the functional use, legal Legal use or viability of the Retained Premises, (D) Tenant shall have complied with all requirements of Lender set forth in the Mortgage with respect to the release of the Excess Land, and (E) all parking located on the Excess Land as of the Commencement Date has been relocated to the Retained Premises in a manner satisfactory to Landlord and (F) all Costs costs of Landlord, Lender and Tenant in connection with the conveyance of the Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall be borne solely by Tenant. Landlord, as record title holder to the Excess Land, shall cooperate with Tenant in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting of the Excess Land and the Retained Premises, at no cost to Landlord. If Landlord conveys the Excess Land under clauses (ii) or (iii) aboveLand, then, except for Surviving Obligations this Lease shall terminate with respect to the Excess Land, but shall remain in full force and effect with respect to the Retained Premises, the Dallas Premises, and the Industrial Premises provided, however, that in no event will the release of the Excess Land from this Lease amend, reduce or modify any of the obligations and liabilities of Tenant hereunder, including the obligations to pay Basic Rent in the amount set forth in Exhibit EXHIBIT "D" hereto. -----------Landlord represents and warrants to Tenant that the Mortgage permits the release of the Excess Land without the payment of any amounts, other than Lender's cost and expenses in connection with such release.

Excess Land. In the event Tenant desires to construct additional improvements on (a) Landlord acknowledges that the Excess LandLand is not necessary for Tenant's current and contemplated use of the Leased Premises. Landlord shall, and no Event of Default then exists, Landlord, at its sole option, upon not less than thirty (i30) shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory days prior written notice to Landlord and subject to this Lease or (ii) shall cause the Excess Land to be released from the terms of this Lease and conveyed to an affiliate of Landlord who shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to LandlordLender, or (iii) shall convey the Excess Land to or as directed by Tenant for a price no consideration ("Excess Land Price") equal to other than having entered into this Lease with Tenant); provided, that no Event of Default under this Lease or under the greater of $2,052,356 plus ----------------- documents evidencing and securing the applicable Prepayment Premium or the sum of the Fair Market Value of the Excess Land (as Fair Market Value is defined in clause (a) of the definition thereof) plus the applicable Prepayment Premium provided that Loan exists and the following conditions are satisfied: (Ai) the Leased Premises shall have been subdivided in compliance with all applicable subdivision laws, Legal Requirements and Easement Agreements so that the Excess Land and the remainder of the Leased Premises (the "Retained Premises") are separate tracts, (Bii) after such sale both the Excess ------------------- Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easement Agreements, (Ciii) the release of the Excess Land does not materially impact the functional use, legal use or viability of the Retained Premises, (Div) Tenant shall have complied with all requirements of Lender set forth in the Mortgage with respect to the release of the Excess Land, (E) all parking located on the Excess Land as of the Commencement Date has been relocated to the Retained Premises in a manner satisfactory to Landlord and (Fv) all Costs of Landlord, Lender and Tenant in connection with the conveyance of the Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall , (b) In the event at any time during the term Tenant determines to construct or cause to be borne solely by Tenant. Landlord, as record title holder to constructed improvements on the Excess Land, Tenant shall cooperate with so notify Landlord, and Landlord and Tenant shall negotiate in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting of the Excess Land and the Retained Premises, at no cost good faith for Landlord to Landlord. If Landlord conveys the Excess Land under clauses (ii) or (iii) above, then, except for Surviving Obligations this Lease shall terminate with respect to the Excess Land, but shall remain in full force and effect with respect to the Retained Premises, provided, however, that in no event will the release of purchase the Excess Land from this Lease amendTenant, reduce or modify any of construct such improvements and lease the obligations and liabilities of Tenant hereunder, including the obligations same to pay Basic Rent in the amount set forth in Exhibit "D" hereto. -----------Tenant.

Excess Land. Prior to Substantial Completion, Landlord shall convey the portion of the Premises described on Exhibit F (the “Excess Land”) to Tenant in accordance with this section; provided, if there is a material adverse change affecting the Excess Land (including, but not limited to, any material adverse change in the physical condition of the Excess Land not provided for in the Final Plans and Specifications (as subsequently modified by Change Order), title to the Excess Land, or the environmental condition of the Excess Land) prior to such conveyance, Tenant may elect not to have the Excess Land conveyed to it. Landlord shall give Tenant at least sixty (60) days advance written notice of the date upon which Landlord intends to convey the Excess Land to Tenant pursuant to this section (the “Excess Land Conveyance Date”). Tenant shall have the right to: (i) inspect the Excess Land, from time to time; (ii) obtain an updated title insurance commitment, survey, and Phase I and Phase II environmental assessments of the Excess Land; and (iii) review any and all information related to the Excess Land in Landlord’s possession or control. Xxxxxxxx agrees to cooperate and assist with Xxxxxx’s efforts to obtain a Phase I and Phase II environmental assessment of the Excess Land, and Landlord shall furnish information reasonably required in connection therewith to the extent in its possession or control. Tenant acknowledges that Landlord intends to mine fill from the Excess Land as required by the Final Plans and Specifications and that mining such fill will change the physical characteristics of the Excess Land from the condition in which it exists as of the Effective Date to the condition provided for in the Final Plans and Specifications and this section. Such changes do not constitute a material adverse change for purposes of this Section 2.03 so long as the same are consistent with the Final Plans and Specifications and this section. Except for such changes, Landlord will not make any Alterations to the Excess Land, and Landlord shall cause the areas disturbed as a result of the mining of fill material in accordance with the Final Plans and Specifications to be (i) placed in a condition that complies with Applicable Laws, (ii) sloped in a manner that reasonably protects against erosion and does not result in any unsafe grades or precipices, and (iii) properly seeded with grass overlaid by straw. In the event Tenant desires to construct additional improvements addition, Landlord shall not place any debris, spoils or other material therein, except clean soil properly compacted in a manner approved by Tenant, which approval shall not be unreasonably withheld. Landlord shall promptly notify Tenant, in writing, if Xxxxxxxx learns of any event, matter or circumstance that has or could have a material adverse effect on the Excess Land, and no Event including, without limitation, the presence of Default then existsany Hazardous Substances on, Landlord, at its sole option, (i) shall construct under or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord and subject to this Lease or (ii) shall cause about the Excess Land or released therefrom. Subject to be released from the other terms of this Lease and conveyed to an affiliate of hereof, Landlord who shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord, or (iii) shall convey the Excess Land to Tenant for a price ("on the Excess Land Price") equal Conveyance Date, pursuant to this section, by properly executing and delivering to Tenant a Special Warranty Deed conveying good and marketable fee simple title to the greater of $2,052,356 plus ----------------- Excess Land to Tenant, subject only to the applicable Prepayment Premium or the sum of the Fair Market Value of Permitted Exceptions that encumber the Excess Land (as Fair Market Value but not others) and free and clear of all Monetary Liens. The Excess Land will not be subject to the Prime Lease. At the time Landlord delivers such deed to Tenant, Landlord shall also (i) execute and deliver to Tenant an owner’s affidavit, in form and content, sufficient to have the mechanics’ and materialmen’s lien exception, rights of parties in possession exception and any other standard exceptions removed from the Owner’s Title Policy and the gap insured; (ii) furnish Tenant with evidence, reasonably satisfactory to Tenant and its title insurance company, that Landlord is defined in clause duly authorized and empowered to convey the Excess Land to Tenant and perform its other obligations hereunder, including, but not limited to, formation documents, resolutions and certificates of good standing; (aiii) execute and deliver to Tenant all other documents, instruments, certificates and affidavits necessary to consummate the transaction contemplated by this section, including, without limitation, an IRS §1445 certificate; and (iv) cause all liens (including, without limitation, all Fee Mortgages) affecting the Excess Land to be released and discharged, except for any liens arising or resulting directly from Xxxxxx’s affirmative acts. Tenant shall be responsible for up to Twenty-Five Thousand and No/100 Dollars ($25,000.00) of the definition thereof) plus the applicable Prepayment Premium provided that the following conditions are satisfied: (A) the Leased Premises shall have been subdivided out-of-pocket closing costs incurred by Landlord in compliance with all applicable subdivision laws, Legal Requirements and Easement Agreements so that conveying the Excess Land and to Tenant, including, without limitation, the remainder cost of the Leased Premises (the "Retained Premises") are separate tracts, (B) after such sale both the Excess ------------------- Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easement Agreements, (C) the release of subdividing the Excess Land does not materially impact the functional use, legal use or viability of the Retained Premises(if required) and all transaction costs in consummating such closing; provided, (Di) Tenant Landlord shall have complied with all requirements be responsible for the cost of Lender set forth in the Mortgage with respect to the release of the Excess Landreleasing any Fee Mortgages and other Monetary Liens, (E) all parking located on the Excess Land as of the Commencement Date has been relocated to the Retained Premises in a manner satisfactory to such costs shall be paid by Landlord and (F) all Costs of Landlordshall not be included in Project Costs, Lender and Tenant in connection with the conveyance of the Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall be borne solely by Tenant. Landlord, as record title holder to the Excess Land, shall cooperate with Tenant in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting of the Excess Land and the Retained Premises, at no cost to Landlord. If Landlord conveys the Excess Land under clauses (ii) or (iii) aboveLandlord shall provide Tenant with reliable evidence of the amount of such costs and the payment thereof, then, except for Surviving Obligations this Lease shall terminate with respect to the Excess Landincluding, but shall remain in full force not limited to, invoices and effect with respect to the Retained Premises, provided, however, that in no event will the release of the Excess Land from this Lease amend, reduce or modify any of the obligations and liabilities of Tenant hereunder, including the obligations to pay Basic Rent in the amount set forth in Exhibit "D" hereto. -----------paid receipts.

Excess Land. Prior to Substantial Completion, Landlord shall convey the portion of the Premises described on Exhibit F (the “Excess Land”) to Tenant in accordance with this section; provided, if there is a material adverse change affecting the Excess Land (including, but not limited to, any material adverse change in the physical condition of the Excess Land not provided for in the Final Plans and Specifications (as subsequently modified by Change Order), title to the Excess Land, or the environmental condition of the Excess Land) prior to such conveyance, Tenant may elect not to have the Excess Land conveyed to it. Landlord shall give Tenant at least sixty (60) days advance written notice of the date upon which Landlord intends to convey the Excess Land to Tenant pursuant to this section (the “Excess Land Conveyance Date”). Tenant shall have the right to: (i) inspect the Excess Land, from time to time; (ii) obtain an updated title insurance commitment, survey, and Phase I and Phase II environmental assessments of the Excess Land; and (iii) review any and all information related to the Excess Land in Landlord’s possession or control. Landlord agrees to cooperate and assist with Tenant’s efforts to obtain a Phase I and Phase II environmental assessment of the Excess Land, and Landlord shall furnish information reasonably required in connection therewith to the extent in its possession or control. Tenant acknowledges that Landlord intends to mine fill from the Excess Land as required by the Final Plans and Specifications and that mining such fill will change the physical characteristics of the Excess Land from the condition in which it exists as of the Effective Date to the condition provided for in the Final Plans and Specifications and this section. Such changes do not constitute a material adverse change for purposes of this Section 2.03 so long as the same are consistent with the Final Plans and Specifications and this section. Except for such changes, Landlord will not make any Alterations to the Excess Land, and Landlord shall cause the areas disturbed as a result of the mining of fill material in accordance with the Final Plans and Specifications to be (i) placed in a condition that complies with Applicable Laws, (ii) sloped in a manner that reasonably protects against erosion and does not result in any unsafe grades or precipices, and (iii) properly seeded with grass overlaid by straw. In the event Tenant desires to construct additional improvements addition, Landlord shall not place any debris, spoils or other material therein, except clean soil properly compacted in a manner approved by Tenant, which approval shall not be unreasonably withheld. Landlord shall promptly notify Tenant, in writing, if Landlord learns of any event, matter or circumstance that has or could have a material adverse effect on the Excess Land, and no Event including, without limitation, the presence of Default then existsany Hazardous Substances on, Landlord, at its sole option, (i) shall construct under or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord and subject to this Lease or (ii) shall cause about the Excess Land or released therefrom. Subject to be released from the other terms of this Lease and conveyed to an affiliate of hereof, Landlord who shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord, or (iii) shall convey the Excess Land to Tenant for a price ("on the Excess Land Price") equal Conveyance Date, pursuant to this section, by properly executing and delivering to Tenant a Special Warranty Deed conveying good and marketable fee simple title to the greater of $2,052,356 plus ----------------- Excess Land to Tenant, subject only to the applicable Prepayment Premium or the sum of the Fair Market Value of Permitted Exceptions that encumber the Excess Land (as Fair Market Value but not others) and free and clear of all Monetary Liens. The Excess Land will not be subject to the Prime Lease. At the time Landlord delivers such deed to Tenant, Landlord shall also (i) execute and deliver to Tenant an owner’s affidavit, in form and content, sufficient to have the mechanics’ and materialmen’s lien exception, rights of parties in possession exception and any other standard exceptions removed from the Owner’s Title Policy and the gap insured; (ii) furnish Tenant with evidence, reasonably satisfactory to Tenant and its title insurance company, that Landlord is defined in clause duly authorized and empowered to convey the Excess Land to Tenant and perform its other obligations hereunder, including, but not limited to, formation documents, resolutions and certificates of good standing; (aiii) execute and deliver to Tenant all other documents, instruments, certificates and affidavits necessary to consummate the transaction contemplated by this section, including, without limitation, an IRS §1445 certificate; and (iv) cause all liens (including, without limitation, all Fee Mortgages) affecting the Excess Land to be released and discharged, except for any liens arising or resulting directly from Tenant’s affirmative acts. Tenant shall be responsible for up to Twenty-Five Thousand and No/100 Dollars ($25,000.00) of the definition thereof) plus the applicable Prepayment Premium provided that the following conditions are satisfied: (A) the Leased Premises shall have been subdivided out-of-pocket closing costs incurred by Landlord in compliance with all applicable subdivision laws, Legal Requirements and Easement Agreements so that conveying the Excess Land and to Tenant, including, without limitation, the remainder cost of the Leased Premises (the "Retained Premises") are separate tracts, (B) after such sale both the Excess ------------------- Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easement Agreements, (C) the release of subdividing the Excess Land does not materially impact the functional use, legal use or viability of the Retained Premises(if required) and all transaction costs in consummating such closing; provided, (Di) Tenant Landlord shall have complied with all requirements be responsible for the cost of Lender set forth in the Mortgage with respect to the release of the Excess Landreleasing any Fee Mortgages and other Monetary Liens, (E) all parking located on the Excess Land as of the Commencement Date has been relocated to the Retained Premises in a manner satisfactory to such costs shall be paid by Landlord and (F) all Costs of Landlordshall not be included in Project Costs, Lender and Tenant in connection with the conveyance of the Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall be borne solely by Tenant. Landlord, as record title holder to the Excess Land, shall cooperate with Tenant in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting of the Excess Land and the Retained Premises, at no cost to Landlord. If Landlord conveys the Excess Land under clauses (ii) or (iii) aboveLandlord shall provide Tenant with reliable evidence of the amount of such costs and the payment thereof, then, except for Surviving Obligations this Lease shall terminate with respect to the Excess Landincluding, but shall remain in full force not limited to, invoices and effect with respect to the Retained Premises, provided, however, that in no event will the release of the Excess Land from this Lease amend, reduce or modify any of the obligations and liabilities of Tenant hereunder, including the obligations to pay Basic Rent in the amount set forth in Exhibit "D" hereto. -----------paid receipts.

Excess Land. (a) Landlord and Tenant acknowledge and agree that Landlord, or an affiliate of Landlord (the "EXCESS LAND OWNER") is the owner of the Excess Land. Landlord has advised Tenant that Excess Land Owner may, in its sole and absolute discretion, develop any or all of such Excess Land in one or more phases for non-membership products; provided, however, Excess Land Owner's development of any such Excess Land (A) shall not diminish Tenant's rights under this Lease in a materially adverse manner and (B) shall not be for use as a membership campground similar to Tenant's operations. Tenant hereby acknowledges and agrees that development of the Excess Land as a manufactured home community or a recreational vehicle resort shall not violate the terms of clause (B) of the immediately preceding sentence. (b) Prior to Landlord's and Tenant's execution of this Lease, MHC Thousand Trails Trust, a Maryland real estate investment trust, now known as MHC 1000T Trust, a Maryland real estate investment trust, Thousand Trails Acquisition, Inc. ("TTA"), KTTI Holding Company, Inc. ("KTTI") and Tenant (collectively, Landlord, TTA, KTTI and Tenant, the "MERGER PARTIES") entered into that certain Agreement and Plan of Merger ("MERGER AGREEMENT") pursuant to which TTA merged into KTTI ("MERGER TRANSACTION"). The Merger Parties entered into the Merger Transaction with the understanding that an integral part of the Merger Transaction was that Landlord (or an affiliate of Landlord) would acquire and develop the Excess Land. Tenant (whose parent benefited from the Merger Transaction) agrees and acknowledges that it has a good faith obligation to cooperate with Landlord (or Landlord's affiliate) in Landlord's (or Landlord's affiliate's) development of the Excess Land including participation and cooperation in any zoning or other land use petitions. Tenant hereby agrees and acknowledges that Landlord or Landlord's affiliate may transfer or sell the Excess Land or any portion thereof at any time to another affiliate of Landlord without Tenant's consent. All other transfers of the Excess Land shall require the prior written consent of Tenant; Tenant shall consider any such proposed transfer in good faith. For purposes of this paragraph 33(b), a Corporate Control Event (substituting Landlord or Landlord's affiliate, as the case may be, for Tenant) shall be deemed a transfer of the Excess Land; provided, however, in no event shall the merger of or sale of ownership interests in Manufactured Home Communities, Inc., a Maryland corporation, MHC Trust, a Maryland real estate investment trust or MHC Operating Limited Partnership, an Illinois limited partnership, or a sale of substantially all of the assets of any such entity, at any time be deemed to be a Corporate Control Event. (c) Within thirty (30) days following the Commencement Date, Landlord will record, with the appropriate land records offices, notice of the use and transfer restrictions set forth in this paragraph 33, which notice shall expire by its terms on the date which is the earlier of (i) the fifth (5th) anniversary of the Lease Expiration Date and (ii) such date on which this Lease or Tenant's right to possession of the Premises is terminated following a Put/Call Default or an event of default under paragraphs 15(f) or 15(g) of this Lease and which recorded document shall otherwise be in form and substance reasonably satisfactory to Tenant. (d) As of the Commencement Date, Landlord and Tenant have agreed that each of the Excess Land Properties contains Excess Land. However, Landlord and Tenant have not agreed upon which portions of the Excess Land Properties constitute Excess Land. Landlord and Tenant agree in principle that Excess Land is land which is subject to being separately developed in accordance with paragraphs 33(a) and (b) hereof, and Exhibit Y, attached to this Lease, contains an approximate description of the acreage of the Excess Land contained in the Excess Land Properties set forth on Exhibit Y, other than those set forth in clauses (i) through (vii), inclusive, of this paragraph 33(d). On or before the Excess Land Agreement Date, Landlord and Tenant shall use commercially reasonable efforts to agree upon and designate the size and location of the Excess Land located at each Excess Land Property. For the Sites listed below, such agreement shall be based on the following general provisions: (i) With respect to the Site commonly known as Xxxxxx Lake, certain portions of the Site shall be considered Excess Land. Landlord's (or its Affiliate's) development of the Excess Land at the Xxxxxx Lake Site shall be surrounded by a buffer to the extent it abuts Tenant's existing membership campground. (ii) With respect to the Site commonly known as Rancho Oso, multiple portions of the Site, currently used as pasture/ranch land, shall be considered Excess Land. Landlord shall update Tenant on any progress made with respect to the applicable regulatory processes in California or evaluations performed relating to the development of the Excess Land at the Rancho Oso Site. (iii) With respect to the Site commonly known as Yosemite, in the event that Tenant does not, within a commercially reasonable period of time (taking into account market conditions at the Yosemite Site and in the surrounding campground market area; and in any event, such time period shall not exceed ten (10) years following the Commencement Date) (the "TT YOSEMITE DEVELOPMENT DEADLINE"), commence development of the vacant portion of the Yosemite Site for the use of "Getaway units" and expand the existing membership campground into said area, that portion of the Yosemite Site shall be, in accordance with paragraph 33(e) of this Lease, considered Excess Land. (iv) With respect to the Site commonly known as Lake Conroe, (a) the area to the north of the lake, (b) the area in which the sales center is currently located and (c) the land between the sales center and the lake, shall be considered Excess Land. Landlord and Tenant shall agree upon a reasonable buffer area to surround the sales center or shall relocate the sales center in connection with Landlord's development of the Excess Land at this Site. In the event Landlord undertakes development of the Excess Land located at the Lake Conroe Site, Landlord shall, at its sole cost and expense, improve the existing water and sewer facilities serving the Lake Conroe Site. In such event, following Landlord's development of the Excess Land at the Lake Conroe Site, Tenant's Members shall have reasonable access to the lake pursuant to the terms of paragraph 2(e) hereof. (v) With respect to the Site commonly known as Bend, a portion of the Site located on the western portion of the property shall be considered Excess Land. Landlord and Tenant desires shall consider the feasibility of creating a separate entrance for access to construct additional improvements on such Excess Land. (vi) With respect to the Site commonly known as LaConner, a portion of the LaConner Site, shall be considered Excess Land. In the event Landlord undertakes development of the Excess Land located at the LaConner Site, Landlord shall, at its sole cost and expense, improve the existing water and sewer facilities relating to the LaConner Site. (vii) With respect to the Site commonly known as Idyllwild, a portion of the Site located at the westerly side of the property shall be considered Excess Land. Promptly following Landlord's and Tenant's agreement regarding the size and location of the Excess Land, and no Event of Default then exists, Landlord, at its sole option, (i) shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlord and subject Tenant shall enter into an amendment to this Lease or to reflect such agreements, including (ii1) shall cause causing legal descriptions of the Excess Land to be released from the terms of this Lease and conveyed to an affiliate of Landlord who shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to Landlordprepared, or (iii2) shall convey the Excess Land to Tenant for a price ("Excess Land Price") equal to the greater of $2,052,356 plus ----------------- the applicable Prepayment Premium or the sum attaching revised legal descriptions of the Fair Market Value of the Excess Land (as Fair Market Value is defined in clause (a) of the definition thereof) plus the applicable Prepayment Premium provided that the following conditions are satisfied: (A) the Leased Premises shall have been subdivided in compliance with all applicable subdivision laws, Legal Requirements and Easement Agreements so that the Excess Land and the remainder of the Leased Premises (the "Retained Premises") are separate tracts, (B) after such sale both the Excess ------------------- Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easement Agreements, (C) the release of the Excess Land does not materially impact the functional use, legal use or viability of the Retained Premises, (D) Tenant shall have complied with all requirements of Lender set forth in reflecting the Mortgage with respect to the release of the Excess Land, (E) all parking located on the Excess Land as of the Commencement Date has been relocated to the Retained Premises in a manner satisfactory to Landlord and (F) all Costs of Landlord, Lender and Tenant in connection with the conveyance exclusion of the Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall be borne solely by Tenant. Landlord, as record title holder to the Excess Land, shall cooperate with Tenant in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting (3) attaching said legal descriptions of the Excess Land as Exhibit P to this Lease. Landlord shall be responsible for all costs associated with clauses (1), (2) and (3) of the Retained Premisesforegoing sentence, at no cost with the exception of Tenant's legal fees. In addition, Tenant shall cause any and all liens relating to Landlordany Leasehold Mortgage encumbering the Excess Land to be released. Notwithstanding anything contained herein to the contrary, until such time as this Lease is amended pursuant to this paragraph 33(d), Tenant shall bear all burdens associated with the Excess Land. If Landlord conveys and Tenant are unable to agree on or before the Excess Land under clauses (ii) or (iii) aboveAgreement Date, thenupon a matter which is the subject of this paragraph 33(d), except for Surviving Obligations this Lease such matter shall terminate with respect be subject to the Excess Land, but shall remain in full force and effect with respect arbitration procedures set forth on Exhibit U attached hereto. (e) If Tenant undertakes development of the Yosemite Site for the use of "Getaway Units" prior to the Retained PremisesTT Yosemite Development Deadline, providedthe Yosemite Site shall no longer be an Excess Land Property and no Excess Land shall be considered to be located thereon. To the extent that Tenant has not undertaken development and expansion of the Yosemite Site for the use of "Getaway Units" on or before the TT Yosemite Development Deadline and Landlord has delivered notice to Tenant that the TT Yosemite Development Deadline has occurred (the "TT YOSEMITE DEVELOPMENT DEADLINE NOTICE"), howeverLandlord and Tenant shall, that in no event will on or before the release date which is six months following Landlord's delivery of the TT Yosemite Development Deadline Notice ("YOSEMITE EXCESS LAND AGREEMENT Date"), use commercially reasonable efforts to agree upon and designate the size and location of the Excess Land from located at the Yosemite Site in accordance with the general provisions contained in paragraph 33(d) of this Lease. Promptly following Landlord's and Tenant's agreement regarding the size and location of the Excess Land at the Yosemite Site, Landlord and Tenant shall enter into an amendment to this Lease amendto reflect such agreements, reduce or modify any including (1) causing legal descriptions of such Excess Land to be prepared, (2) attaching revised legal descriptions of the obligations Premises, reflecting the exclusion of such Excess Land and liabilities (3) attaching said legal descriptions of such Excess Land as Exhibit P to this Lease. Landlord shall be responsible for all costs associated with the clauses (1), (2) and (3) of foregoing sentence, with the exception of Tenant's legal fees. In addition, Tenant hereundershall cause any and all liens relating to any Leasehold Mortgage encumbering the Excess Land at the Yosemite Site to be released. Notwithstanding anything contained herein to the contrary, including until such time as this Lease is amended pursuant to this paragraph 33(e), Tenant shall bear all burdens associated with such Excess Land located at the obligations Yosemite Site. If Landlord and Tenant are unable to pay Basic Rent in agree on or before the amount Yosemite Excess Land Agreement Date, upon a matter which is the subject of this paragraph 33(e), such matter shall be subject to the arbitration procedures set forth in on Exhibit "D" U attached hereto. -----------.

Excess Land. In the event Tenant desires to construct additional improvements on (a) Landlord acknowledges that the Excess LandLand is not necessary for Tenant's current and contemplated use of the Leased Premises. Landlord shall, and no Event of Default then exists, Landlord, at its sole option, upon not less than thirty (i30) shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory days prior written notice to Landlord and subject to this Lease or (ii) shall cause the Excess Land to be released from the terms of this Lease and conveyed to an affiliate of Landlord who shall construct or cause to be constructed such improvements and lease such improvements to Tenant upon terms and conditions reasonably satisfactory to LandlordLender, or (iii) shall convey the Excess Land to or as directed by Tenant for a price no consideration ("Excess Land Price") equal to other than having entered into this Lease with Tenant); provided, that no -------- Event of Default under this Lease or under the greater of $2,052,356 plus ----------------- documents evidencing and securing the applicable Prepayment Premium or the sum of the Fair Market Value of the Excess Land (as Fair Market Value is defined in clause (a) of the definition thereof) plus the applicable Prepayment Premium provided that Loan exists and the following conditions are satisfied: (Ai) the Leased Premises shall have been subdivided in compliance with all applicable subdivision laws, Legal Requirements and Easement Agreements so that the Excess Land and the remainder of the Leased Premises (the "Retained Premises") are ----------------- separate tracts, (Bii) after such sale both the Excess ------------------- Land and the Retained Premises shall comply with all applicable Laws, Legal Requirements and Easement Agreements, (Ciii) the release of the Excess Land does not materially impact the functional use, legal use or viability of the Retained Premises, (Div) Tenant shall have complied with all requirements of Lender set forth in the Mortgage with respect to the release of the Excess Land, (E) all parking located on the Excess Land as of the Commencement Date has been relocated to the Retained Premises in a manner satisfactory to Landlord and (Fv) all Costs of Landlord, Lender and Tenant in connection with the conveyance of the Excess Land and in complying with the above conditions, including reasonable attorneys' fees, shall be borne solely by Tenant. Landlord, as record title holder to the Excess Land, shall cooperate with Tenant in obtaining a lawful subdivision of the Leased Premises with separate parcels consisting of the Excess Land and the Retained Premises, at no cost to Landlord. If Landlord conveys the Excess Land under clauses (ii) or (iii) aboveLand, then, except for Surviving Obligations this Lease shall terminate with respect to the Excess Land, but shall remain in full force and effect with respect to the Retained Premises, provided, however, that in no event will the release of the Excess Land from this Lease amend, reduce or modify any of the obligations and liabilities of Tenant hereunder, including the obligations to pay Basic Rent in the amount set forth in Exhibit "D" hereto. --------------------- (b) In the event at any time during the term Tenant determines to construct or cause to be constructed improvements on the Excess Land, Tenant shall so notify Landlord, and Landlord and Tenant shall negotiate in good faith for Landlord to purchase the Excess Land from Tenant, construct such improvements and lease the same to Tenant.