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shall affect First American's rights and obligations under the Development Agreement as set forth herein, unless such amendment or termination is approved in advance in writing by First American in its sole, absolute, and arbitrary discretion. 4. Separate Development; Parcels. The following parcels, regardless of the ownership of such parcels, shall be treated by the parties hereto as separate and divisible development sites (as such parcels may be modified by lot line adjustment, parcel/tract map, merger, or any other process for modifying boundary lines or creating new parcels) for the purpose of interpreting and applying the Applicable Documents and the rights and obligations thereunder as allocated by this Agreement: (a) First American Project Site (including the Existing First American Development Site and Future First American Development Site), and (b) the Third Party Conveyance Areas (including the Third Party Conveyance Area and the Third Party Conveyance Area [License Map]). 5. First American's Rights and Obligations. a. Out of the total building square footage entitlement for MacArthur Place of 4.1 million square feet set forth in the Applicable Documents, First American has the right, but not the obligation, in one or more phases and from time to time, in accordance with plans approved by the City, to construct on the First American Acquisition Area a cumulative total of 1,647,000 square feet of gross building area (excluding subterranean and above --ground parking.structures) and related on -site improvements and amenities (the "First American Acquisition Area Project"), provided that First American complies with the requirements pertaining to off -site improvements set forth in subparagraph e of this Paragraph 5. The foregoing shall not be interpreted as a cap on the development of building square footage otherwise permitted under the Applicable Documents. With respect to the cumulative total of 1,647,000 square feet of gross building area (excluding subterranean and above -ground parking structures) referred to above, the parties acknowledge and agree as follows: (1) First American, concurrent with the conveyance of the Third Party Conveyance Areas, assigned certain rights to the Third Party Conveyance Area pursuant to that certain Assignment and Assumption Agreement, dated April 14, 1998, by and between First American, as assignor, and Imperial Promenade Associates LLC ("Imperial Promenade"), as assignee (the "First American -- Imperial Promenade Assignment"), relevant provisions of which are set forth in Exhibit D hereto, and Imperial Promenade or its successor has obtained approval of its development plans from the City for, and has commenced construction of, up to but not exceeding 425,000 square feet of building square footage. 394/016555-0002/3124650.19 05/26/00 - 6 -