CMPA Master Lease, Paragraph 10: Procedures to be Followed in Leasing Parcels on the Site

10. PRIVATE IMPROVEMENTS. Lessee shall have the right to enter into a Sub-Lease of a Parcel for development of any component of the Private Improvements thereon of Parcels designated for private development in the Parcel Plan, and for those parts of Public Improvements set aside for a commercial enterprise. Any such Sub-Lease shall be subject to approval of Lessor as provided herein.

10.01. A Sub-Lease shall contain such terms and conditions as Lessee shall recommend are In the best interest of Lessee and Lessor, and consistent with the purposes of the Project and the Plan. All Sub-Leases shall have a termination date that ends on or before the end of the term of this Master Lease, subject to the following: if Lessee believes it in the best interest of the Project for the term of a Sub-Lease with a Developer to end after the end of the term of this Master Lease, then as part of its submission of the Sub-Lease for Lessor’s approval, Lessee shall justify to Lessor the reasons for its recommendation for such sublease term. If such Sub-Lease term is approved by Lessor, the Sub-Lease shall make provision for Lessor to assume Lessee’s position under the terms of the Sub-Lease after termination of this Master Lease.

10.01.01. The ground lease payments to be paid by a Developer for a Sub-Lease shall yield fair value to the Lessor as of the fair value determination date set forth In the Sub-Lease.

10.01.02. Lessee shall justify to the Lessor that the lease payments under the Sub-Lease yield fair value to the Lessor with such valuations, analysis and expert opinions as Lessee shall deem necessary or appropriate for such purpose.

10.01.03. Any Private Improvements Sub-Lease shall be subject to the approval of Lessor in its absolute discretion as a condition to execution of the lease by Lessee.

10.01 .04. Upon execution of a Sub-Lease by Lessee and a Developer, the Sub-Lease shall be submitted to the Lessor for its approval. Such submission shall include a detailed report on the manner in which Lessee determined fair value, with appropriate documentation and analysis supporting such determination. If the Lessor agrees that the proposed lease terms yields fair value to the Lessor, then subject to any comment of the Lessor on any other provision of the Sub-Lease, the Lessor shall give its approval of the Sub-Lease within thirty (30) days of its submission to the Lessor by Lessee, provided, however, if the Lessor desires additional information or documentation with respect to Lessee’s determination of fair value, or desires to have a separate determination made of fair value, then the Lessor will notify Lessee of such decision within thirty (30) days of receipt of the Sub-Lease from Lessee. The Lessor shall then have thirty (30) days within which to satisfy itself as to the proposed lease payments yielding fair value to the Lessor, or to make its own determination of fair value. If the Lessor’s determination of fair value Is more than that submitted by Lessee by less than ten percent (10%), then the Sub-Lease shall be renegotiated to provide for a fair value equaling the average of the two values determined by the above processes or such other amount as is approved by the Lessor. If the Lessor’s determination Is more than that submitted by Lessee by more than ten percent (10%), then the Lessor and Lessee shall agree upon a third party expert who shall evaluate the two preceding evaluations and determine a final fair value which shall be no lower or higher than the first two values, and Lessee shall renegotiate lease terms with the Developer to yield such fair value.

10.02. All revenues received for Sub-Lease of parcels for Private Improvements shall be paid by Lessee to Lessor.

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