Common use of REPLACEMENT PROJECTS Clause in Contracts

REPLACEMENT PROJECTS. Homestead agrees that for each Future Project rejected by Homestead pursuant to Section 2.3 (a "Rejected Project"), Homestead will propose to Atlantic in writing a proposed substitute future project (a "Proposed Substitute Future Project") to take the place of such Rejected Project. Any such Proposed Substitute Future Project shall be located within the Geographic Area and, except as specifically noted in writing by Homestead, shall conform, to Homestead's then current knowledge, to the Prototypical Project requirements. Homestead may select a Proposed Substitute Future Project from its then contemplated Homestead Village projects which Homestead is considering pursuing or, if all such contemplated projects are then already included within the list of Future Projects under this Agreement, then Homestead may delay in identifying a Proposed Substitute Future Project until, in the ordinary course of its business, a new site for a contemplated Homestead Village project is identified within the Geographic Area. Homestead shall not, however, be obligated to identify a new potential Homestead Village site solely for the purposes of presenting to Atlantic a Proposed Substitute Future Project. Atlantic shall have a period of 20 Business Days after receipt of any such Proposed Substitute Project to approve or reject, in its sole and absolute discretion, any such proposal, and failure of Atlantic to provide Homestead with written notice within such 20-Business Day period shall be deemed a rejection by Atlantic of the subject Proposed Substitute Future Project. If Atlantic timely approves a Proposed Substitute Future Project, then such project shall be substituted in the place and stead of the Rejected Project in Exhibit A hereto, and shall for all purposes under this Agreement thereafter be deemed a Future Project. The maximum amount of Loan proceeds that will be available to fund such Future Project (if Homestead thereafter delivers an Acquisition Notice for such Project) shall be equal to the Loan amount originally allocated to the applicable Rejected Project in Exhibit A.

REPLACEMENT PROJECTS. Homestead agrees that for each Future Project rejected by Homestead pursuant to Section 2.3 (a "Rejected Project"), Homestead will propose to Atlantic PTR in writing a proposed substitute future project (a "Proposed Substitute Future Project") to take the place of such Rejected Project. Any such Proposed Substitute Future Project shall be located within the Geographic Area and, except as specifically noted in writing by Homestead, shall conform, to Homestead's then current knowledge, to the Prototypical Project requirements. Homestead may select a Proposed Substitute Future Project from its then contemplated Homestead Village projects which Homestead is considering pursuing or, if all such contemplated projects are then already included within the list of Future Projects under this Agreement, then Homestead may delay in identifying a Proposed Substitute Future Project until, in the ordinary course of its business, a new site for a contemplated Homestead Village project is identified within the Geographic Area. Homestead shall not, however, be obligated to identify a new potential Homestead Village site solely for the purposes of presenting to Atlantic PTR a Proposed Substitute Future Project. Atlantic PTR shall have a period of 20 Business Days after receipt of any such Proposed Substitute Project to approve or reject, in its sole and absolute discretion, any such proposal, and failure of Atlantic PTR to provide Homestead with written notice within such 20-Business Day period shall be deemed a rejection by Atlantic PTR of the subject Proposed Substitute Future Project. If Atlantic PTR timely approves a Proposed Substitute Future Project, then such project shall be substituted in the place and stead of the Rejected Project in Exhibit A hereto, and shall for all purposes under this Agreement thereafter be deemed a Future Project. The maximum amount of Loan proceeds that will be available to fund such Future Project (if Homestead thereafter delivers an Acquisition Notice for such Project) shall be equal to the Loan amount originally allocated to the applicable Rejected Project in Exhibit A.A. 15

REPLACEMENT PROJECTS. Homestead agrees that for each Future Project rejected by Homestead pursuant to Section 2.3 (a "Rejected Project"), ----------- ---------------- Homestead will propose to Atlantic PTR in writing a proposed substitute future project (a "Proposed Substitute Future Project") to take the place of such Rejected ---------------------------------- Project. Any such Proposed Substitute Future Project shall be located within the Geographic Area and, except as specifically noted in writing by Homestead, shall conform, to Homestead's then current knowledge, to the Prototypical Project requirements. Homestead may select a Proposed Substitute Future Project from its then contemplated Homestead Village projects which Homestead is considering pursuing or, if all such contemplated projects are then already included within the list of Future Projects under this Agreement, then Homestead may delay in identifying a Proposed Substitute Future Project until, in the ordinary course of its business, a new site for a contemplated Homestead Village project is identified within the Geographic Area. Homestead shall not, however, be obligated to identify a new potential Homestead Village site solely for the purposes of presenting to Atlantic PTR a Proposed Substitute Future Project. Atlantic PTR shall have a period of 20 Business Days after receipt of any such Proposed Substitute Project to approve or reject, in its sole and absolute discretion, any such proposal, and failure of Atlantic PTR to provide Homestead with written notice within such 20-Business Day period shall be deemed a rejection by Atlantic PTR of the subject Proposed Substitute Future Project. If Atlantic PTR timely approves a Proposed Substitute Future Project, then such project shall be substituted in the place and stead of the Rejected Project in Exhibit A hereto, and shall for --------- all purposes under this Agreement thereafter be deemed a Future Project. The maximum amount of Loan proceeds that will be available to fund such Future Project (if Homestead thereafter delivers an Acquisition Notice for such Project) shall be equal to the Loan amount originally allocated to the applicable Rejected Project in Exhibit A.A. ---------

REPLACEMENT PROJECTS. Homestead agrees that for each Future Project rejected by Homestead pursuant to Section 2.3 (a "Rejected Project"), Homestead will propose to Atlantic in writing a proposed substitute future project (a "Proposed Substitute Future Project") to take the place of such Rejected Project. Any such Proposed Substitute Future Project shall be located within the Geographic Area and, except as specifically noted in writing by Homestead, shall conform, to Homestead's then current knowledge, to the Prototypical Project requirements. Homestead may select a Proposed Substitute Future Project from its then contemplated Homestead Village projects which Homestead is considering pursuing or, if all such contemplated projects are then already included within the list of Future Projects under this Agreement, then Homestead may delay in identifying a Proposed Substitute Future Project until, in the ordinary course of its business, a new site for a contemplated Homestead Village project is identified within the Geographic Area. Homestead shall not, however, be obligated to identify a new potential Homestead Village site solely for the purposes of presenting to Atlantic a Proposed Substitute Future Project. Atlantic shall have a period of 20 Business Days after receipt of any such Proposed Substitute Project to approve or reject, in its sole and absolute discretion, any such proposal, and failure of Atlantic to provide Homestead with written notice within such 20-Business Day period shall be deemed a rejection by Atlantic of the subject Proposed Substitute Future Project. If Atlantic timely approves a Proposed Substitute Future Project, then such project shall be substituted in the place and stead of the Rejected Project in Exhibit A hereto, and shall for all purposes under this Agreement thereafter be deemed a Future Project. The maximum amount of Loan proceeds that will be available to fund such Future Project (if Homestead thereafter 15 delivers an Acquisition Notice for such Project) shall be equal to the Loan amount originally allocated to the applicable Rejected Project in Exhibit A.

REPLACEMENT PROJECTS. Homestead agrees that for each Future Project rejected by Homestead pursuant to Section 2.3 (a "Rejected Project"), Homestead will propose to Atlantic PTR in writing a proposed substitute future project (a "Proposed Substitute Future Project") to take the place of such Rejected Project. Any such Proposed Substitute Future Project shall be located within the Geographic Area and, except as specifically noted in writing by Homestead, shall conform, to Homestead's then current knowledge, to the Prototypical Project requirements. Homestead may select a Proposed Substitute Future Project from its then contemplated Homestead Village projects which Homestead is considering pursuing or, if all such contemplated projects are then already included within the list of Future Projects under this Agreement, then Homestead may delay in identifying a Proposed Substitute Future Project until, in the ordinary course of its business, a new site for a contemplated Homestead Village project is identified within the Geographic Area. Homestead shall not, however, be obligated to identify a new potential Homestead Village site solely for the purposes of presenting to Atlantic PTR a Proposed Substitute Future Project. Atlantic PTR shall have a period of 20 Business Days after receipt of any such Proposed Substitute Project to approve or reject, in its sole and absolute discretion, any such proposal, and failure of Atlantic PTR to provide Homestead with written notice within such 20-Business Day period shall be deemed a rejection by Atlantic PTR of the subject Proposed Substitute Future Project. If Atlantic PTR timely approves a Proposed Substitute Future Project, then such project shall be substituted in the place and stead of the Rejected Project in Exhibit A hereto, and shall for all purposes under this Agreement thereafter be deemed a Future Project. The maximum amount of Loan proceeds that will be available to fund such Future Project (if Homestead thereafter delivers an Acquisition Notice for such Project) shall be equal to the Loan amount originally allocated to the applicable Rejected Project in Exhibit A.