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3 <br /> site plan, parking plan, and access plan for the Property are acceptable, that utilities are <br /> of adequate capacity to serve the Property, that construction of the improvements <br /> contemplated by Purchaser will not require extraordinary, excessive or unusually costly <br /> design elements or construction techniques, that drainage of both surface and <br /> subsurface water can be accomplished by ordinary construction techniques not <br /> involving unusual or excessive costs, that the Property will satisfy Purchaser's financial <br /> and competitive objectives in the trade area, and that the Property is economically and <br /> otherwise feasible for Purchaser's intended use. <br /> c. Project Approvals. On or before the date that is twelve (12) months <br /> after the end of the Feasibility Period ("Project Approvals Period"), Purchaser shall <br /> have obtained all governmental approvals and permits necessary or desirable to <br /> develop, construct, and operate Purchaser's intended project on the Property (the <br /> "Project" is further defined in Section 4(d) below), which Project shall be in accordance <br /> with Purchaser's requirements, including, but not limited to, building permits, conditional <br /> use permits, zoning approvals, site plan approvals, and environmental approvals, <br /> including any required pursuant to any federal, state, or local environmental laws or <br /> regulations. The permits and approvals referred to in this Section 4 shall be referred to <br /> herein collectively as "Project Approvals." For the purposes of this Section, the Project <br /> Approvals shall not be deemed to have been "obtained" until each of the same has <br /> become final and non-appealable, and any periods for challenge to the same (or other <br /> conditions to final effectiveness) shall have expired. Any conditions, requirements for <br /> on-site and off-site improvements or services, in-lieu fees or payments, dedication or <br /> reservation requirements, water rights acquisition costs, local improvement district <br /> costs, connection charges, assessments, mitigation fees, impact fees, permit fees, and <br /> any other similar fees and charges imposed on the Project by any governmental entity <br /> or utility service provider shall be acceptable to Purchaser and shall be subject to <br /> Purchaser's approval in its sole and absolute discretion. <br /> d. Project Design. On or before the date that is three (3) months after <br /> the end of the Feasibility Period (the "Project Review Period"), Purchaser and Seller <br /> will use best efforts to agree on a specific design for the redevelopment of the Property, <br /> including conceptual elevations and renderings with details such as finish materials to <br /> be used on the exterior of the building (the "Project Design Criteria"); provided, <br /> however, Purchaser shall complete and deliver to Seller its proposal for the Project <br /> Design Criteria prior to the expiration of the Feasibility Period. The parties' agreement <br /> upon the Project Design Criteria shall be a mutual contingency, and either party shall be <br /> permitted to terminate this Agreement by written notice to the other party delivered on or <br /> before the end of the Project Review Period if such Project Design Criteria is not <br /> mutually acceptable. After the expiration of the Feasibility Period (assuming the <br /> Agreement has not been terminated pursuant to a contingency set forth in this <br /> Section 4), Purchaser shall timely prepare the materials and applications required for <br /> the Project Approvals application process based upon the Project Design Criteria. For <br /> purposes of clarifying the parties' intent for negotiating the Project Design Criteria, the <br /> design for the redevelopment of the Property shall be substantially consistent with <br /> Request for Proposals issued by the Seller and the response thereto submitted by the <br /> -5- <br /> 50939068.4 <br />