Common use of Construction of Improvements Clause in Contracts

Construction of Improvements. As additional consideration for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the Property. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements may be extended for good cause shown by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration Section 2.1 Landlord shall make improvements to the Demised Premises for Seller accepting Tenant’s intended use (the offer “Improvements”). Tenant shall provide to Landlord for its approval, at its sole cost and entering into this Agreementexpense, ▇▇▇▇▇▇▇▇▇ plans and specifications for the Improvements (the “Plans and Specifications”). Landlord shall have ten (10) days to review and approve the Plans and Specifications after receipt thereof from Tenant. In the event Landlord shall not inform Tenant of its approval of the Plans and Specification within said ten (10) day period, the Plans and Specifications shall be deemed approved as submitted. Any subsequent changes to the approved Plans and Specifications must be approved by Landlord in advance and in writing. Section 2.2 The Improvements shall be constructed in a good and workmanlike manner in accordance with the approved Plans and Specifications and shall be completed in accordance with applicable building and zoning regulations as the same are presently enforced by the governmental bodies having jurisdiction thereof. Landlord agrees to furnish, at Landlord’s sole cost and expense, all of the following conditions with respect material and labor and to do all things necessary for the construction of improvements the Improvements in accordance with the approved Plans and Specifications, which Improvements are estimated to cost $1,356,983.00 (the “Improvement Costs”) and shall be paid for by Tenant as Base Rent under Article III. Section 2.3 Landlord shall diligently proceed with the construction of the Improvements and complete the Improvements no later than March 31, 2011 (the “Construction Completion Date”); provided, however, that if delay is caused or contributed to by any act or neglect of Tenant or those acting for or under Tenant, or labor disputes, casualties, acts of God or the public enemy, governmental embargo restrictions, action or nonaction of public utilities or of local, state of federal governments affecting the work, or other causes beyond Landlord’s control, then the time of completion of said construction shall be extended for the additional time caused by such delay. Delay in completing the Improvements shall not serve to extend the term of this Lease Agreement or to make Landlord liable for consequential damages arising therefrom. Section 2.4 Tenant shall be allowed to install its fixtures, equipment and other personal property, if any, during the final stages of completion of the Improvements so long as Tenant does not unreasonably interfere with the completion of construction or occasion any labor dispute as a result of its work. Section 2.5 Within a period of thirty (30) days after the Construction Completion Date, Tenant shall notify Landlord of all items not completed in accordance with the Plans and Specifications, and Landlord shall forthwith cause such items to be completed. Section 2.6 Save and except for the incomplete items referred to in Section 2.5 above, the existence of any latent defect in the Improvements in the building on the PropertyCommencement Date, which terms and conditions save and except as otherwise expressly provided herein, Tenant, upon occupying the Building shall survive have and hold the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans Building as the same may shall then be supplemented without any liability or any obligation on the part of Landlord for making any alterations, improvements or repairs of any kind in or about said Building for the term of this Lease or any renewal or extension thereof, and modified Tenant agrees to maintain the Building and the Demised Premises, and all parts thereof, in a good and sufficient state of repair in accordance with the consent provisions of Seller this Lease Agreement. Section 2.7 Landlord and as Tenant agree that Shamrock Development, Inc. or its designee shall be the general contractor for the Improvements. Section 2.8 In addition to the Improvements, Landlord agrees to complete the Deferred Maintenance Items no later than the Completion Date. Landlord and Tenant agree to share equally all costs incurred by Landlord or otherwise approved for final permitting by Seller associated with completing the Deferred Maintenance Items (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final PlansDeferred Maintenance Costs”). The Final Plans Landlord shall be automatically invoice Tenant for one-half of the Deferred Maintenance Costs on the Completion Date and without further amendment become a part of this Agreement. (b) As promptly as possible and not Tenant agrees to pay such invoice no later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the Propertyfollowing receipt thereof. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements may be extended for good cause shown by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording To enforce all obligations of the Deed.Development Manager under the Development Agreement to provide for the proper and timely design, construction, and furnishing and equipping of the Facility, including, without limitation, to enforce the obligations of the Development Manager to: (a) Seller shall construct commence the construction of the Improvements within sixty (60) days of the date hereof and make thereafter cause such Improvements to be constructed on the improvements to the Mortgaged Property as set forth and in accordance with the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement.Specifications; (b) As promptly as possible cause such Improvements to be constructed in substantial compliance with and not later than thirty (30) days prior thereafter remain in compliance with all applicable covenants and restrictions of record and all applicable laws, ordinances and regulations, including, without limitation, the Americans with Disabilities Act and regulations thereunder, and laws, ordinances and regulations relating to the Closingsubdivision, Purchaser shall deliver one or more sets of the Plans to Seller for its review zoning, building codes, set back requirements and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the Property.environmental matters; (c) Purchaser shall commence work on said cause the improvements Improvements to be made pursuant constructed so as not to encroach upon or overhang any Mortgaged Property line, setback line, easement or right-of-way (unless such easement or right-of-way does not prohibit such encroachment, provided that, in the Final Plans (the “Improvements”)case of buildings, not later than ninety (90) days after the Closing, shall diligently prosecute such workeasement must expressly permit such encroachment, and shall an ALTA form 9 endorsement or other title endorsement satisfactory to Lender must provide coverage against loss of damage from forced removal or any encroaching parking areas, access roads or buildings); cause such construction to proceed continuously; (d) complete the Improvements within eighteen (18) months after by the ClosingScheduled Completion Date, time being of the essence; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements Scheduled Completion Date may be extended for good cause shown by Purchaser. at Borrower’s option to up to an additional two (d2) ▇▇▇▇▇▇▇▇▇ agrees months provided that the Budget is revised to pay on a current basisadd any additional construction period interest that is likely to be incurred to such line item and add any other additional costs to the Budget that are reasonably likely to result from such extension of the Scheduled Completion Date, and any resulting additional equity requirement (if any) is immediately fulfilled by Borrower (but only after any reallocation is made to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of such additional expense line items from any available funds in the Property.contingency line item); (e) Without limiting Sellerfurnish Lender (i) after substantial completion of the Facility, a current as-built survey, each in form satisfactory to Lender showing the extent of construction of such Improvements without violation of set back lines, zoning or subdivision requirements, covenants or restrictions and showing no encroachments or other conditions which could adversely affect the value and utility of the Mortgaged Property or Improvements, and a final title insurance date-down endorsement bringing the effective date of Lender’s existing governmental authority to review title insurance policy and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access all endorsements current and adding (to the Property extent not previously included) or updating (to assess Purchaser’s progress with construction the extent previously included) the ALTA form 9 endorsement, and otherwise Purchaser’s compliance with (ii) a final unconditional certificate of occupancy for the terms and conditions of this AgreementFacility.

Construction of Improvements. As additional consideration (a) Tenant covenants and agrees, at its sole expense, to construct, or cause to be constructed, with all commercially reasonable due diligence the LTACH Improvements in a good and workmanlike manner and substantially in accordance with the Site Plan and the Building Plans, subject to the terms of Section 4.2 or changes to accommodate reasonably unforeseeable conditions. The LTACH Improvements shall include interior partitions, interior mechanical, plumbing, electric, finishes and other tenant improvements required to produce completed space ready for Seller accepting use and occupancy in accordance with the offer Site Plan and entering into the Building Plans (such partitions, finishes and other tenant improvements being, collectively, the “Tenant Improvements”), to the extent provided in the Building Plans. The LTACH Improvements shall be constructed by the General Contractor; provided that Tenant reserves the right to replace the General Contractor under the circumstances provided in the agreement between Tenant and the General Contractor and subject to the limitations set forth in Section 1.1(r). In addition to the other insurance requirements set forth in this AgreementLease, ▇▇▇▇from the commencement of construction until completion of the LTACH Improvements, Tenant shall maintain or cause its contractors to maintain, general liability and other types of insurance meeting the requirements of Exhibit H attached hereto and made a part hereof. (b) In the event Tenant fails to commence construction of the LTACH Improvements on or before January 15, 2010, then either party, by written notice to the other sent prior to the commencement of construction, may terminate this Lease effective on the date such written notice is received by the other party. Notwithstanding anything to the contrary contained herein, the provisions of Article XI of this Lease shall not apply to a termination of this Lease pursuant to this Section 4.3(b). Construction of the LTACH Improvements shall be deemed commenced upon Tenant’s delivery to General Contractor of a notice to proceed with construction. The date on which construction is to be commenced shall be extended on a day-for-day basis by any delay due to unforeseeable causes beyond Tenant’s reasonable control and without Tenant’s fault or gross negligence, including, but not limited to, acts of God, fires, floods, strikes, war, terrorist activity, changes in the Site Plan or Building Plans ordered by Landlord or its employees, agents or representatives or any governmental authority, delays caused by Landlord (either in its capacity as landlord under this Lease or as tenant under the ▇▇▇▇▇ agrees Healthcare Management Sublease) or its employees, agents or representatives or any governmental authority, unusually severe weather conditions not reasonably foreseeable, and delays caused by the tenant under the Principal Subtenant Sublease, but excluding delays caused by the acts or omissions of Tenant’s contractors, subcontractors, material or equipment suppliers (except to the following conditions with respect extent that Landlord refuses to accept substitute materials), architects or engineers, or the failure or inability of Tenant to provide sufficient capital and/or secure adequate financing to fund costs of construction in excess of those funds to be obtained under the Construction Loan. Landlord shall diligently and promptly respond to all of Tenant’s and its contractors’ inquiries regarding the construction of improvements on the Property, which terms and conditions shall survive LTACH Improvements so as not to delay the Closing and shall not be merged into the execution, delivery and recording completion of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the PropertyLTACH Improvements. (c) Purchaser shall commence work on said Tenant covenants and warrants to Landlord that (i) all materials and equipment furnished will be new, unless otherwise specified, (ii) the improvements LTACH Improvements will be of good quality, free from faults and defects, and (iii) the LTACH Improvements will be in full compliance with all applicable Legal Requirements. Without limiting the generality of the foregoing, if within one (1) year after the date of substantial completion of all of the LTACH Improvements, or within such longer period of time as may be prescribed by law or the terms of any applicable special warranty required by the Site Plan and Building Plans, any of such LTACH Improvements or any part or element thereof is found to be made pursuant defective or not in accordance with the Site Plan and Building Plans, Tenant shall correct or cause the same to be corrected promptly after receipt of written notice from Landlord to do so, unless Landlord has previously given Tenant a written acceptance of such condition. (d) In the Final event the LTACH Improvements are not substantially completed in substantial accordance with the Site Plan and Building Plans by February 28, 2011, (the “ImprovementsRequired Completion Date”), not later than then Landlord may thereafter, upon one hundred twenty (120) days written notice to Tenant, at Landlord’s option, purchase the LTACH Improvements and terminate this Lease; provided, however, this right and option shall terminate if Tenant substantially completes construction of the LTACH Improvements substantially in accordance with the Site Plan and Building Plans within ninety (90) days after delivery of such written notice to Tenant (the Closing“Completion Cure Date”). Landlord may exercise the foregoing option by delivering written notice thereof within thirty (30) days after the Required Completion Date. Time shall be of the essence in delivering such notice. If Landlord does not deliver notice exercising its right to purchase the LTACH Improvements within the thirty (30) day period provided, then Landlord’s right to purchase the LTACH Improvements under this Section 4.3(d) shall diligently prosecute irrevocably terminate. The LTACH Improvements shall be substantially complete when such workimprovements are completed substantially in accordance with the Site Plan and Building Plans and a certificate of occupancy for the LTACH Improvements by the appropriate governmental authority has been issued and a copy thereof has been delivered to Landlord. The substantial completion of the LTACH Improvements shall be determined in accordance with the General Contract. The Required Completion Date shall be extended on a day-for-day basis by any delay due to reasonably unforeseeable causes beyond Tenant’s control and without Tenant’s fault or negligence, specifically including within such causes or delay beyond Tenant’s control, but not limited to, acts of God, fires, floods, strikes, war, terrorist activity, changes in the Site Plan and Building Plans ordered by Landlord (either in its capacity as Landlord hereunder or as tenant under the ▇▇▇▇▇ Hospital Management Sublease), its employees, agents or representatives or any governmental authority, delays caused by Landlord, its employees, agents or representatives or any governmental authority, unusual weather conditions not reasonably anticipatable, and delays caused by the tenant under the Principal Subtenant Sublease, and specifically including delays caused by the acts or omissions of Tenant’s contractors, subcontractors, material or equipment suppliers, architects or engineers, but excluding the failure or inability of Tenant to provide sufficient capital to fund costs of construction. (e) The purchase price for the purchase of the LTACH Improvements pursuant to the option set forth in Section 4.3(d) shall complete be equal to the amount of the following costs incurred by Tenant through and including the date Landlord closes the purchase of the LTACH Improvements: (a) all amounts actually paid to third party contractors, material and equipment suppliers, architects, engineers and other consultants which have been incurred in connection with the design and construction of the LTACH Improvements (including without limitation all amounts paid to acquire the rights to utilize the Building Plans, payments and/or reimbursements made in the ordinary course or otherwise reasonably required in connection with the design and construction of the LTACH Improvements); (b) any amounts that are owed by Tenant as retainage under any construction contract; (c) amounts paid as fees, reimbursements and other costs required to close the loan to finance the construction of the LTACH Improvements; (d) any fees required to be paid to equity investors at the initial closing; and (e) any amount owing to third parties in connection with the construction of the LTACH Improvements which have not been paid and any other costs or expenses that were incurred in connection with the construction of the LTACH Improvements and financed with the proceeds of any construction loan obtained by Tenant from a financial institution in connection with the development of the LTACH Land, including any other capital contributed by the Tenant; provided that [1] any fees or other compensation paid to any Affiliate of Tenant shall either (i) be as provided in the development budget approved by the Leasehold Mortgagee providing the construction financing, with a copy of the same being provided to Landlord upon approval of the same by the Leasehold Mortgagee, or (ii) otherwise be in amounts consistent with amounts that would have been payable to third parties in arms length transactions for the services rendered or other items provided by such Affiliates, and [2] such purchase price shall not include any amounts in excess of budgeted amounts for work required as a result of the gross negligence or willful misconduct of Tenant. At closing, Landlord shall either assume the obligations of Tenant under the General Contract, contract with Tenant’s Architect and any other contracts which Tenant has entered into with respect to the design and/or construction of the LTACH Improvements which have not been fully performed or pay to Tenant at closing such amount as shall be required in order to terminate such contracts (whether such termination is through the exercise of a termination right in such contract or by negotiation with the parties to such contracts). Any amounts payable with respect to such contracts shall be included in the purchase price. Landlord may exercise the foregoing option by delivering written notice within eighteen (18) months after the Closingtime provided in Section 4.3(d); provided, however, that in Seller’s sole discretion, the time for commencement, and/or this right and option shall terminate if Tenant achieves substantial completion of the LTACH Improvements substantially in accordance with the Building Plans before the later of (x) the Completion Cure Date or (y) delivery of such notice to Tenant. The closing of such purchase shall take place on the date which is thirty (30) days after the date the purchase option is exercised as provided above, unless such day is a Saturday, Sunday, or legal holiday, in which event the closing shall be on the next business day thereafter. At least ten (10) days prior to the closing, Tenant shall furnish Landlord with a detailed breakdown of the amounts that are included in the calculation of such purchase price. Such purchase price shall be paid in full at the closing of such purchase, although Landlord may, at its option, use all or any portion of such purchase price as may be extended necessary to discharge any mortgages or other liens affecting the LTACH Land. Any mechanic’s or materialmen’s lien claims not released at closing may be bonded in accordance with applicable legal requirements. In the event that, after giving effect to any bonding, the aggregate amount required to pay and discharge all such mortgages or liens exceeds such purchase price, Tenant shall pay all such additional sums and obtain full releases and discharges of any such mortgages or other liens at closing. At the closing, Tenant shall execute a termination of this Lease and a quit claim deed for good cause shown by Purchaserthe LTACH Improvements to Landlord and return the LTACH Land to Landlord, free and clear of all Mortgages and other encumbrances whatsoever, excepting real estate taxes not yet due and payable and other Permitted Encumbrances. (df) ▇▇▇▇▇▇▇▇▇ agrees The following are conditions precedent to pay on a current basis, Tenant’s obligations to construct the LTACH Improvements: (i) Tenant shall have received all governmental permits and to indemnify approvals necessary or appropriate for the development and save harmless Seller fromconstruction of the LTACH Improvements, all of which shall be on terms and conditions approved by both Tenant and Landlord (whose approval shall not be unreasonably withheld, conditioned or delayed), including, but not limited to (A) all approvals required under Legal Requirements; (B) all permits and approvals necessary for the commencement of construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the PropertyLTACH Improvements; and (C) tap permits or connections for water and sanitary sewer service to the LTACH Land; provided, that Tenant shall be required to use commercially reasonable efforts to diligently pursue the receipt of such governmental permits and approvals. (eii) Without limiting Seller’s existing governmental authority to review Tenant and inspect the Property while the Improvements are under construction or otherwise, Seller Landlord shall have reasonably determined the location and boundaries of the LTACH Land, which shall be consistent with Exhibit A-2. (iii) Tenant shall have prepared or caused to be prepared using reasonable access diligence and Landlord shall have approved, in writing, the Site Plan, survey (which shall be delivered to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance Landlord contemporaneously with the terms delivery of such survey to Tenant’s lender), and conditions of this Agreementmetes and bounds description for the LTACH Land. (iv) Tenant shall have obtained using reasonable diligence and approved, in its reasonable discretion, a commitment for title insurance.

Construction of Improvements. As additional consideration for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements A. The Landlord shall construct on the PropertyPremises a multi-story office building, which terms and conditions shall survive the Closing and shall not be merged into the executioncontaining approximately Fifty-Eight Thousand (58,000) square feet, delivery and recording of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be substantially in accordance with the planned use preliminary plans and specifications attached hereto and made a part hereof as Exhibit "B" (the "Building") including all necessary and required site work. The Landlord shall complete final plans and specifications for the Building with due diligence upon the execution of this Lease Agreement. Upon completion of the Propertyfinal plans for the Building, together with any modifications or amendments thereto, the plans shall be approved by the Landlord and the Tenant. Upon approval of the final plans and specifications by the Landlord and the Tenant and after all appropriate municipal approvals have been received by Tenant, the Landlord shall commence construction of the Building on the Premises in accordance with the final plans and specifications and shall proceed diligently to complete the same. (c) Purchaser shall commence work on said B. In the improvements event that Tenant requests any modifications or changes to be made pursuant to the Final Plans (Building during or after construction of the “Improvements”)same has begun or is completed, not later than ninety (90) days as the case may be, or the final plans for the Building, after the Closingsame shall have been approved by the Landlord and the Tenant as provided in subparagraph A, above, in either event Landlord shall diligently prosecute have the option of approving said change or modification and Tenant shall first have the option of securing financing for said change or modification and paying the Landlord for the same and absent the ability or desire of tenant to secure financing then Landlord shall first reasonably attempt to secure financing thus allowing Tenant to pay for any and all of the added costs of such workchanges and modifications, including, without limitation, design costs, architectural fees, engineering fees, bank financing charges and shall complete attorney fees for the Improvements within eighteen Landlord's lender's legal counsel, as additional rent in equal monthly installments amortized over the remaining term of the Lease at an annual capitalization rate equal to the annual interest rate charged to the Landlord by its lender to finance the cost of making such changes and modifications (18said interest rate to be set forth in a commitment letter issued to the Landlord) months after plus one and one half percent (1.5%). By way of example only, if the Closing; provided, however, that in Seller’s sole discretionTenant submits a written request for changes to the Building at the end of the fifth year of this Lease, the time for commencement, and/or completion cost of making said changes to the Building at the end of the Improvements may be extended for good cause shown by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions fifth year of this Agreement.Lease, the cost of making said changes is One Hundred Thousand Dollars

Construction of Improvements. As additional consideration Landlord agrees that it will obtain bids from four (4) contractors (two (2) of which are selected by Landlord and reasonably acceptable to Tenant, and two (2) of which are selected by Tenant and reasonably acceptable to Landlord) for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements on the Property, which terms Improvements and conditions the contractor to be used shall survive be selected from these four (4) contractors and mutually acceptable to Landlord and Tenant. Landlord shall diligently construct the Closing Improvements in accordance with the Drawings in a good and workmanlike manner using building standard materials unless otherwise specified in the Drawings and in compliance with Law (defined below) and shall not be merged into obtain all permits, licenses, and all other governmental improvements requisite for the execution, delivery and recording construction thereof. Any delay caused by Tenant in connection with the completion of the Deed.Improvements pursuant to this Exhibit “B” (collectively, the "Tenant Delays") shall extend the time allowed for Landlord to complete the work in question. By way of illustration, and not in limitation, of the foregoing: (a) Seller shall construct and make the improvements to the Property as set forth Any delay caused by Tenant in the Plans as preparation of the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans Drawings shall be automatically and without further amendment become a part of this Agreementcharged to Tenant. (b) As promptly as possible and not later than thirty Any delay resulting from a failure by Tenant to approve or reasonably reject any shop drawings, samples or models within five (305) business days prior of submission thereof shall be charged to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the PropertyTenant. (c) Purchaser shall commence work on said In the improvements event Tenant requires specific products to be made pursuant to used in completion of Tenant's Work, any delay in Tenant's review of shop drawings, samples or models, or which results from Tenant's unreasonable later rejection of the Final Plans (the “Improvements”), not later than ninety (90) days after the Closingspecified products, shall diligently prosecute such workbe charged to Tenant, and shall complete if Tenant specifies particular suppliers of any material, any delay which results from a failure by such supplier to comply with delivery schedules necessary to maintain the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion normal progression of the Improvements may work shall be extended for good cause shown by Purchasercharged to Tenant. (d) ▇▇▇▇▇▇▇▇▇ agrees Any delay which results from unavailability or delay in the delivery of any special equipment, including, but not limited to, computer systems, special communications equipment, or other equipment not associated with normal office uses, shall be charged to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the PropertyTenant. (e) Without limiting Seller’s existing governmental authority Any delay which results from Tenant's requests for changes in the components of the Improvements. (f) Any delay which results from Tenant's use of the Third Party Construction Administrator (as defined in Section 5 below). (g) Notwithstanding anything herein, Tenant shall have the right to review install its equipment (including, but not limited to, cabling, phone system and inspect security) during the Property while tenant space improvement process, and such activity shall not be deemed a Tenant Delay, unless Substantial Completion of the Improvements are under construction is delayed as a result of requirements or otherwise, Seller shall have reasonable access approvals required from the applicable governmental authorities for such activity or interference with the contractor's completion of the Improvements. Notwithstanding anything contained herein to the Property contrary, in the event that Landlord deems any component or item of the Improvements requested by Tenant as “specific products”, “special equipment”, or similar equipment, Landlord shall notify Tenant in writing (prior to assess Purchaser’s progress with construction the date of Landlord's and otherwise Purchaser’s compliance Tenant's final approval of the Drawings) as to the estimated number of calendar days such item(s) shall delay Landlord's completion of the Improvements. Landlord assumes no liability for special, consequential, or incidental damages of any kind whatsoever in connection with the terms design or construction of the Improvements, and conditions makes no representations, warranties, or guaranties regarding the same, expressed or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, or of habitability. Notwithstanding the foregoing, Landlord shall be responsible (at Landlord’s sole expense) for the repair and maintenance of all Improvements constructed by Landlord pursuant to this AgreementExhibit “B” (other than the maintenance required to be performed by Tenant pursuant to Section 4.(c) of the Lease) provided that written notice of the need for such repair or maintenance is given within one (1) year after the Commencement Date, so long as the damage requiring repair is not caused by Tenant, its employees, agents, contractors or invitees. Thereafter, Landlord will assign to Tenant all assignable contractor and manufacturer warranties it receives in connection with the construction of the Improvements.

Construction of Improvements. As additional consideration for Seller accepting The term commencement date ("Term Commencement Date") shall be the offer earlier of the date on which: (1) Tenant takes possession of some or all of the Premises, or (2) the improvements constructed or to be constructed in the Premises shall have been substantially completed in accordance with the plans and entering into this Agreementspecifications described on Exhibits A, ▇▇▇B and C attached hereto, whether or not substantial completion of the Building itself shall have occurred, and Landlord has delivered to Tenant a copy of a temporary or permanent occupancy permit. In no event shall the Term Commencement Date occur sooner than June 1, 1998, unless ▇▇▇▇▇▇ agrees to the following conditions with respect earlier date in writing. If for any reason Landlord cannot deliver possession of the Premises to the construction of improvements Tenant on the PropertyEstimated Term Commencement Date, which terms and conditions shall survive the Closing and Landlord shall not be merged into subject to any liability therefor, nor shall Landlord be in default hereunder. In the executionevent of any dispute as to substantial completion of work performed or required to be performed by Landlord, delivery and recording the certificate of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans Landlord's architect or general contractor shall be automatically and without further amendment become conclusive. Substantial completion shall have occurred notwithstanding Tenant's submission of a part of this Agreement. (b) As promptly as possible and not later than punchlist to Landlord, which Tenant shall submit, if at all, within thirty (30) days prior to after the Closing, Purchaser shall deliver one or more sets Term Commencement Date. As of the Plans to Seller Term Commencement Date, Tenant acknowledges that Tenant shall have inspected the Premises and will accept the Premises in their then existing "as is" condition, broom clean, as suitable for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with purpose for which the planned use of the Property. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such workPremises are leased, and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, ▇▇▇▇▇▇ agrees that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements may be extended for good cause shown by Purchaser. (d) ▇said ▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be improvements are in good and satisfactory condition as of when possession was taken, subject only to the punchlist. Tenant further acknowledges that no representations as to the condition or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements repair of the PropertyPremises nor promises to alter, remodel or improve the Premises have been made by Landlord unless such are expressly set forth in this Lease. Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises. In no event, subject to Paragraph 35, shall the Term Commencement Date be later than December 31, 1998. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller The construction of any Improvements during the Term shall construct and make comply with the improvements requirements of this Article 12. In addition to the Property as set forth in Replacement Improvements and MDA Improvements, Lessee shall have the Plans as right to construct additional Improvements on the same may be supplemented Premises, to redevelop the 3421 Hillview Premises, and modified with to make Alterations to the consent of Seller existing Improvements during the Term (collectively “Additional Improvements and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final PlansAlterations”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty If any Improvements (30i) days prior relate in whole or in part to any Lessee Environmental Activity; (ii) affect the Closing, Purchaser shall deliver one or more sets structural integrity of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and Premises or any existing Improvements thereon; (iii) materially affect the construction thereof will be in accordance with the planned use exterior appearance of the PropertyPremises, (iv) require any environmental permits or any application to a political jurisdiction for rezoning, general plan amendment, variance, conditional use permit or City Architectural Review Board approval (but not merely a building permit); or (v) require Lessor’s approval pursuant to any other provision of this Lease, then such proposed Improvements shall be subject to Lessor’s prior written approval. (c) Purchaser All Improvements shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such workat Lessee’s sole cost and expense, and shall complete be subject to the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion terms of the Improvements may be extended for good cause shown by Purchaserthis Article 12 and of First Class quality. (d) ▇▇▇▇▇▇▇▇▇ agrees All Improvements, whether or not subject to pay on a current basisLessor’s prior written approval, and shall be subject to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements the provisions of the PropertySection 12.5. (e) Without limiting SellerIn each instance in this Article 12 in which Lessor’s existing governmental authority prior written approval is required, such approval shall not be unreasonably withheld, conditioned or delayed. Lessor shall use commercially reasonable efforts to respond to any request for approval within ten (10) business days after receiving Lessee’s written request for such approval, along with any required accompanying plans, specifications, data or other information; provided that Lessor shall use commercially reasonable efforts to respond to any request for approval with respect to the Replacement Improvements within five (5) business days. In the event Lessor fails to respond within the applicable time period, Lessee may deliver to Lessor a written second request for approval, labeled as such. If Lessor fails to respond to the second request for approval within five (5) business days after receipt, Lessor’s failure to respond shall be deemed approval of the applicable request for approval. Upon reasonable advance notice, during Lessor’s review period, Lessee agrees to meet with Lessor’s designated representative(s) to review and inspect such request for approval. In the Property while event Lessor disapproves the matter which is the subject of Lessee’s request, Lessor shall provide reasonable detail regarding the basis for such disapproval. (f) During the term of the SAP Lease, Lessee shall cooperate with Lessor to ensure that in no event shall the construction of Improvements are materially interfere with SAP’s rights under construction or otherwisethe SAP Lease. In addition, Seller Lessor shall have reasonable access cooperate with Lessee to make such non-material adjustments to the Property lease lines of the 3421 Hillview Premises as are reasonably necessary to assess Purchaserthe redevelopment of the Premises (excluding the 3421 Hillview Premises); provided that no such adjustments shall affect the use of the 3421 Hillview Premises or Lessor’s progress ability to redevelop the 3421 Hillview Premises with construction and otherwise Purchaser’s compliance with replacement improvements equal to the terms and conditions of this AgreementExisting 3421 Square Footage.

Construction of Improvements. As additional consideration Tenant may not commence construction of any Improvements unless and until: (i) Landlord has approved the Approved Plans for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to such Improvements in writing; (ii) Tenant has obtained a building permit for the construction of improvements such Improvements; (iii) certificates of all insurance coverages required to be carried by Tenant have been delivered to Landlord; and (iv) Tenant has delivered to Landlord a contractor’s “Payment and Performance Bond” in favor of Landlord as obligee, on the Propertycurrent AIA forms then in use or other forms reasonably acceptable to Landlord, which terms and conditions shall survive issued by a surety company licensed as a surety in the Closing and shall not be merged into the executionState of North Carolina, delivery and recording guaranteeing completion of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be Improvements in accordance with the planned use Approved Plans free of liens and security agreements. Any Improvements constructed upon the Premises shall be constructed in accordance with the Approved Plans. Upon at least 48 hours written notice to Tenant, Landlord may designate a representative to inspect the Premises during construction of the Property. Improvements (c) Purchaser provided that Tenant shall commence work on said have the improvements right to be made pursuant designate a Tenant representative to accompany Landlord’s representative during any such inspection), and if Landlord determines Tenant’s construction is not being done in accordance with the Approved Plans, Tenant shall correct any deficiencies or omissions promptly. After completion of the Improvements, any subsequent changes or modifications to the Final Improvements from the Approved Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete or subsequent renovations of the Improvements within eighteen (18except for interior, non- structural alterations) months after the Closingmust be approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall not be required to obtain Landlord’s approval of plans for indoor exhibits, outdoor exhibits or related amenities. Prior to opening for business, Tenant shall obtain and deliver to Landlord: (i) a certification by Tenant’s architect or engineer that the Improvements has been completed in Sellersubstantial accordance with the Approved Plans, and (ii) Tenant’s sole discretionaffidavit that all work, labor and materials have been paid for in connection with the time for commencement, and/or completion construction of the Improvements. All work required in connection with the construction of the Improvements may shall be extended for good cause shown performed only by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements competent contractors licensed under the laws of the Property. (e) Without limiting Seller’s existing governmental authority State of North Carolina and shall be performed in accordance with written contracts with those contractors. Each such contract shall require the contractors to review indemnify, defend and inspect hold Landlord harmless against all claims, damages, losses and expenses, including attorneys’ fees, arising out of the Property while construction work and shall further require such contractors to name Landlord as an additional insured in all liability insurance policies maintained by such contractors for the Improvements are under duration of the construction or otherwise, Seller shall have reasonable access period. Prior to the Property commencement of construction of any Improvements, Tenant shall deliver or cause to assess Purchaser’s progress with construction and otherwise Purchaser’s be delivered to Landlord certificates of insurance from each such contractor evidencing compliance with the terms provisions of Section 5.3(b) and conditions a copy of this Agreement.Tenant’s contract with each general contractor engaged for the construction of the Improvements, and with each separate contractor engaged by Tenant to perform services in connection therewith for consideration in excess of Fifteen Thousand Dollars ($15,000.00). Tenant shall also deliver or cause to be delivered to Landlord copies of Tenant’s contracts with any other contractors upon Landlord’s written request therefor. Upon completion of construction of any Improvements, Tenant shall furnish Landlord a copy of the as-built plans for such Improvements. [OPEN FOR FURTHER DISCUSSION]

Construction of Improvements. As additional consideration for Seller accepting The Property Owner(s) hereby agree and covenant that he/she/they shall construct or caused to be constructed the offer and entering into this Agreementdeferred improvements described below at his/her/their expense upon determination by the City of Auburn that the improvements have become necessary, ▇▇▇▇▇▇▇▇▇ agrees or in event the City determines to construct the improvements as part of a public works project, then the property owner, or owners, shall make payment to the following conditions with respect City of Auburn of the pro-rata share of the cost of the project, including but not limited to engineering, construction, inspection and other project related expenses, which benefits the property of the Property Owner(s), described on Exhibit “A” attached hereto and incorporated herein by this reference. In the event that said property is subdivided in the future, the Property Owner(s) agree to include as a condition of sale and/or a restrictive covenant the condition that the obligations to make, construct, install or provide for the street-public works improvements identified and set forth in paragraph 4, below, shall apply to the subdivisions and future sales of portions of the property identified on Exhibit “A”, and that the aforesaid pro-rata fair share of each portion of the property shall be computed by dividing the total assessment applicable to the original parcel amongst the subdivided lots on an area basis. It is further provided that in consideration of the benefits hereof, should the City wish to pursue the identified improvements through a Local Improvement District (LID) project, the Property Owner(s) hereby waive(s) all rights to protest the formation of such LID for the construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”)said improvements. The Final Plans shall be automatically and without further amendment become a part For purposes of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior Instrument, “rights of protest” shall mean only those formal rights to protest contained within the ClosingLID statutes, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the Property. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete the Improvements within eighteen (18) months after the Closing; providedexcept, however, that nothing herein shall constitute a waiver by the Property Owner(s) or the heirs, assigns or successors in Seller’s sole discretion, the time for commencement, and/or completion interest of the Improvements may be extended for good cause shown by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basisProperty Owner(s), and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority right to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access object to the Property individual assessment amount or to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with appeal to the terms and conditions Superior Court for the County in which the property is located the decision of this Agreementthe Council affirming the final assessment role, which rights are specifically preserved.

Construction of Improvements. As additional consideration part of the Total Construction Costs, Lessor agrees to cause the construction work to be completed in accordance with the Working Drawings. Lessor shall not be obligated to construct or install any improvements or facilities of any kind other that those called for Seller accepting by the offer and entering into this AgreementWorking Drawings. “Building Grade” and/or “Building Standard” shall mean the type, brand, and/or quality of the materials Lessor designates from time to time to be the minimum quality to be used in the building commonly described as Building “K” or the exclusive type, grade or quality of material to be used in 11002 - ▇▇▇▇▇ ▇▇▇▇▇▇ agrees ▇▇▇▇ Rd., Lenexa, KS. The total cost of construction work (includes, without limitation, space planning and architectural, construction document fees, design of the work and preparation of the Working Drawings, including mechanical, electrical, and plumbing (MEP’s) plans, costs of construction supervision, provided by a third party construction manager, in the amount of four percent (4%) of the Construction Costs, labor and materials, all utility usage during construction, related taxes and other costs related directly to the following conditions with respect improvement of the Premises, all of which costs are herein collectively called the “Total Construction Costs” as outlined in Exhibits “C” (“Bid Plan”) Exhibit “C-1” (Construction Bid/Cost”) hereof shall be borne by Lessee up to the but not exceeding $856,376.00 Before construction of improvements shall begin, and upon Lease execution, Lessee agrees to pay to Lessor the amount of $263,864.00, which represents the overage on the Propertyabove standard constructions costs. The remaining balance of the Construction Costs in the amount of $592,512.00 shall be paid by Lessee to Lessor as follows: $296,256.00, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording represents fifty percent (50%) of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than standard construction costs, within thirty (30) days after Lease Execution. Upon Lease Commencement, Lessee shall pay Lessor $237,004.80 plus 100% of the accumulated change order value, which shall be due and payable within ten (10) days of Lessee’s receipt of Lessor’s invoice. The remaining $59,251.20, representing ten percent (10%) holdback, shall be payable by Lessee to Lessor within thirty (30) days after occupancy and upon completion of all final punch list items. Lessee further acknowledges and agrees that Lessor will hold back ten percent (10%) of the constructions costs paid by Lessee ($59,251.20). At such time as the Temporary Certificate of Occupancy is issued and all final punch list items are complete, Lessor will release the amount of $59,251.20 to the contractor. “Total Construction Costs” shall be used exclusively for construction work and improvements to the building. Lessor or its affiliate shall supervise the Work, make disbursements required to be made to the contractors, and act as a liaison between the contractors and Lessee and coordinate the relationship between the work, the building, and the building’s systems. Lessor warrants that all of its work shall be done in accordance with all local laws and building codes; shall utilize new, good quality construction materials; shall be undertaken and completed in a good and workerlike manner. All components of the HVAC system shall be new. In addition, Lessor shall also assign to Lessee any rights which it has to any contractor’s or manufacturer’s warranties on building systems and components. Lessor agrees to complete its work in accordance with Exhibit “C”, prior to the Closing, Purchaser shall deliver one or more sets commencement of the Plans Lease. Substantial completion as used herein shall be the date that a temporary certificate of occupancy is issued by the City of Lenexa, Kansas. Lessor will also require the contractor to Seller for name the Lessee as an additional insured on its review and approval, in sufficient completeness and detail to necessary to show that such improvements and insurance policies required under the construction thereof will be in accordance with the planned use of the Property. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such workcontract, and Lessor shall complete collect and furnish copies of lien waivers from the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements may be extended for good cause shown by Purchasercontractor and its subcontractors. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration for Seller accepting The term commencement date ("Term Commencement Date") shall be the offer earlier of the date on which (1) Tenant takes possession of some or all of the Premises, or (2) the improvements constructed or to be constructed in the Premises shall have been substantially completed in accordance with the plans and entering into this Agreementspecifications described on Exhibits A, B and C attached hereto, whether or not substantial completion of the Building itself shall have occurred, and Landlord has delivered to Tenant a copy of a temporary or permanent occupancy permit. In no event shall the Term Commencement Data occur sooner than June 1, 1998, unless Tenant agrees to the ea▇▇▇▇▇ date in writing. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Estimated Term Commencement Date, Landlord shall not be subject to any liability therefor, nor shall Landlord be in default hereunder. In the event of any dispute as to substantial completion of work performed or required to be performed by Landlord, the certificate of Landlord's architect or general contractor shall be conclusive. Substantial completion shall have occurred notwithstanding Tenant's submission of a punchlist to Landlord, which Tenant shall submit, if at all, within thirty (30) days after the Term Commencement Date. As of the Term Commencement Date, Tenant acknowledges that Tenant shall have inspected the Premises and will accept the Premises in their then existing "as is" condition, broom clean, as suitable for the purpose for which the Premises are leased, and Tenant agrees that said ▇▇▇▇▇▇es and other impro▇▇▇▇▇▇▇ agrees are in good and satisfactory condition as of when possession was taken, subject only to the following conditions with respect punchlist. Tenant further acknowledges that no representations as to the construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording condition or repair of the Deed. (a) Seller shall construct and make Premises nor promises to alter, remodel or improve the improvements to the Property as Premises have been made by Landlord unless such are expressly set forth in this Lease. Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Plans as Premises. In no event, subject to Paragraph 35, shall the same may Term Commencement Date be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the ClosingDecember 31, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the Property1998. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements may be extended for good cause shown by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller From time to time during the Term hereof, LESSEE shall construct have the right, in its sole judgment and make at its sole cost and expense, to construct, install, operate, maintain, replace, remove, modify, add to, upgrade, rebuild, and/or relocate any or all of the improvements to Telecommunications Facilities. Notwithstanding the Property as set forth in the Plans as the same may be supplemented fact that certain such equipment and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved appurtenances that are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of the Telecommunications Facilities may be classified as fixtures under applicable law, the parties agree and acknowledge that all such equipment and appurtenances are, and shall at all times remain, the sole property of LESSEE or its Customers, as the case may be, and that LESSEE shall have the right, but not the obligation, to remove any or all of the same during the Term of this AgreementAgreement and/or at the expiration or earlier termination hereof. (b) As promptly The Telecommunication Facilities shall be initially configured as possible and not later than thirty generally set forth in Exhibit “C,” hereto (30) days prior the "Site Plan"). LESSEE shall have the right to modify, replace, add to, upgrade, rebuild, and/or relocate the Closing, Purchaser shall deliver one or more sets of Telecommunication Facilities at any time during the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the PropertyTerm. (c) Purchaser LESSEE shall commence work on said be solely responsible for the improvements to be made pursuant to the Final Plans (the “Improvements”)operation, not later than ninety (90) days after the Closingmaintenance, shall diligently prosecute such workrepair of, and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretioninsurance for, the time for commencement, and/or completion of the Improvements may be extended for good cause shown by PurchaserTelecommunications Facilities. (d) ▇▇▇▇▇▇▇▇▇ agrees LESSOR shall have the right to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements request the relocation of the Telecommunications Facility and the Leased Premises in the event LESSOR constructs an additional water tank at the Property. . LESSOR shall exercise its relocation right by delivering written notice pursuant to Section 17 to LESSEE not less than twelve (e12) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access months prior to the Property proposed relocation date (the “Relocation Date”). In the event LESSOR requests such relocation, LESSEE shall relocate its Telecommunications Facilities as generally depicted on the site plan/drawing attached hereto as Exhibit “E” (the “Relocation Site”). Upon relocation of the Telecommunications Facilities any access, egress and utility easements provided to assess Purchaser’s progress LESSEE shall be relocated consistent with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller Landlord shall construct and make the improvements to the Property Premises, if any, described as set forth Landlord's Work ("Landlord's Work") on Exhibit C attached hereto and made a part hereof. Landlord shall use reasonable efforts to substantially complete Landlord's Work on or before the Commencement Date and shall provide Tenant notice of the occurrence thereof, but shall not be responsible for delays due to (i) causes beyond Landlord's reasonable control, (ii) any act, delay or failure to act of Tenant, (iii) any changes requested by Tenant in Landlord's Work or any work performed or to be performed by Tenant, (iv) the quality of performance or completion of any work by a person, firm or corporation employed by Tenant, (v) the work being performed by or on behalf of Tenant which, under good construction scheduling practices should be completed before portions of the Landlord's Work are completed, is not completed by Tenant on schedule and/or results in delays in the Plans as the same may be supplemented and modified with the consent completion of Seller and as otherwise approved for final permitting by Seller Landlord's Work, and/or (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”vi) any other act or omission of Tenant, its agents, employees, or contractors, including, without limitation, any delay in giving authorization or approvals (in any instance, a "Tenant Delay"). The Final Plans Tenant shall be automatically and without further amendment become a part of this Agreement. (b) As promptly entitled, as possible and not later than thirty (30) days prior Tenant's sole remedy, to the Closing, Purchaser shall deliver one or more sets an abatement of the Plans Fixed Minimum Rent otherwise due hereunder for any period following the Commencement Date during which the Premises remain unavailable for occupancy by Tenant because of Landlord's failure to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the Property. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall substantially complete the Improvements within eighteen (18) months after the ClosingLandlord's Work; provided, however, that if Landlord, in Seller’s Landlord's sole discretionjudgment, is delayed in timely substantially completing Landlord's Work because of any Tenant Delay, then there shall be no abatement of the time Fixed Minimum Rent for commencementthe period of such Tenant Delay. Except for the abatement of the Fixed Minimum Rent as set forth in the previous sentence, and/or Tenant waives and releases any and all claims for damages against Landlord resulting from the Premises remaining unavailable for occupancy by Tenant due to Landlord's failure to substantially complete Landlord's Work. The taking of possession of the Premises by Tenant shall be deemed conclusively to establish that Landlord's Work has been completed and accepted by Tenant. (b) On or before the Commencement Date, Tenant shall, at its sole cost and expense, supply all installations and complete the improvements and other work, if any, described as Tenant's Work ("Tenant's Work") on Exhibit C, and shall fully equip the Premises with all trade fixtures, lighting fixtures, furniture, furnishings, fixtures, floor coverings, signs, special equipment and other items of construction and personal property necessary for the completion of the Improvements Premises and the proper operating of Tenant's business therein. (c) Tenant shall not undertake, directly or indirectly, Tenant's Work or any other construction work, improvements or alterations (collectively, "Alterations"), nor shall Tenant install any equipment other than trade fixtures and personal property, in the Premises without first obtaining Landlord's written approval of the plans and specifications ("Plans") therefor. Within thirty (30) days after the execution of this Lease, Tenant shall submit the Plans to Landlord showing in detail the Alterations Tenant is required or desires to undertake in the Premises. The Plans shall be prepared at Tenant's sole cost and expense by an engineer or architect of recognized competence, licensed to practice in the State of Ohio and otherwise acceptable to Landlord. Tenant shall revise the Plans in accordance with and within seven (7) days after receipt of Landlord's comments. Tenant, at Tenant's sole cost and expense, shall obtain all building, use and occupancy permits and licenses required by applicable governmental authorities for the Alterations, for the use of the Premises and for the conduct of Tenant's business. Tenant shall make such changes to the Plans as may be extended required to conform the same to the laws and ordinances applicable to the Alterations. Landlord's approval of the Plans shall not constitute the assumption of any liability on the part of Landlord for good cause shown by Purchasertheir accuracy or conformity with building codes or any other legal requirements. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay The Alterations performed at the Premises by or on behalf of Tenant, including, without limitation, Tenant's Work, whether in the nature of erection, construction, alteration or repair, shall be performed with new materials and completed in a current basisfirst-class and workmanlike manner, promptly, efficiently and competently by duly qualified and, if required by Landlord, licensed persons or entities, without interference with or disruption of the operations of other tenants or users of Landlord's Property, and in accordance with all applicable laws, ordinances, rules, regulations and requirements of any governmental authority having jurisdiction over the Premises, including, without limitation, the Americans with Disabilities Act of 1990, as amended. Subject to indemnify Section 3.3 hereof, the Alterations shall at once when made or installed be deemed to have attached to the freehold estate and save harmless Seller frombecome the property of Landlord and, all construction except as otherwise provided herein, shall remain for the benefit of Landlord at the end of the term or other termination of this Lease in as good condition and development costsrepair as when installed, taxes, assessmentsreasonable wear and tear excepted, and other charges which might Tenant shall not be entitled to any payment or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Propertycompensation therefor. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration A. Except for Seller accepting the offer and entering into this AgreementLandlord's Work specified in Exhibit B, ▇▇▇▇▇▇▇▇▇ Tenant agrees to accept the following conditions with respect Demised Premises in their "as is" condition. Tenant agrees to complete the construction of improvements Improvements referred to on the PropertyExhibit "C", which terms at its sole cost and conditions shall survive the Closing and expense. Landlord shall not be merged into required to do any work in connection with the executionImprovements referred to on Exhibit "C" or make any other improvements in or to the Demised Premises on Tenant's behalf and Tenant specifically agrees to take the Demised Premises in "as is" condition once the Landlord's Work, delivery and recording if any, as specified in Exhibit "B", has been completed. B. Notwithstanding any provision of this Lease to the contrary, Tenant has delivered to Landlord a copy of the Deed. construction plans relating to improvements to be made by Tenant in the Demised Premises (a) Seller shall construct and the "Plans"). Landlord hereby agrees that Tenant may, at its expense, make the improvements to the Property Demised Premises (the "Improvements") consistent with the Plans, and may make all subsequent non-structural modifications or changes thereto that Tenant deems necessary to improve the Demised Premises so that such premises are suitable for the operation of an outpatient diagnostic imaging facility therein. Other than as set forth in the Plans as Plans, Tenant will not make any other structural modifications or alterations in or to the same may Demised Premises without obtaining the Landlord's prior consent and all such Improvements will be supplemented made in compliance with all applicable laws, rules and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”)regulations. The Final Plans Tenant shall be automatically and without further amendment become a part permitted to commence construction of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets such Improvements upon Tenant's receipt of the Plans Vacating Notice. Tenant agrees that it will, with diligence, proceed to Seller for its review install such Improvements and approval, perform such other work as shall be necessary or appropriate in sufficient completeness order to construct and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the Property. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete the Improvements within eighteen (18) months after in the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements may be extended for good cause shown by PurchaserDemised Premises. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the Borrower shall commence construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not Improvements no later than thirty (30) days prior from the date hereof; submit a Requisition for the Initial Advance within thirty (30) days after such commencement and subsequent advances on a monthly basis thereafter; cause construction thus begun to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review be prosecuted with diligence and approval, continuity in sufficient completeness a good and detail to necessary to show that such improvements and the construction thereof will be workmanlike manner in accordance with the planned Plans and Specifications except during the existence of any Force Majeure Event; use only materials, fixtures, furnishings and equipment in connection with construction of the Property. Improvements that are not used or obsolete; and complete construction of the Improvements, and the installation of all necessary roads and utilities, in accordance with the Plans and Specifications, on or before the Completion Date free and clear of defects and liens or claims for liens for material supplied or labor or services performed in connection with the construction of the Improvements, other than liens or claims for liens which have been bonded over to the reasonable satisfaction of Administrative Agent and the Title Insurer; time being of the essence. For the purposes of this Section 6.08, the Improvements shall not be deemed to have been substantially completed until (ci) Purchaser the Improvements have, in the reasonable opinion of Administrative Agent and Construction Consultant, been completed (exclusive of punch list items) substantially in accordance with the Plans and Specifications and Borrower's Architect shall commence have so certified to Administrative Agent pursuant to a completed AIA Form G704 (Certificate of Substantial Completion) and shall have also certified that the Improvements (x) have been substantially completed in accordance with the Plans and Specifications and (y) comply with all applicable laws, regulations and rules of any Governmental Authority, except where failure to comply would not have a Material Adverse Effect, (ii) the Improvements shall contain all fixtures and equipment required for the operation of the Improvements, or which may be required by any Governmental Authority or by any law, regulation or rule of any Governmental Authority and are in all material respects in the case of the retail building, with respect to space covered by Leases, ready for delivery to such tenants in accordance with the requirements of such Leases and, with respect to space which is not then covered by a Lease, to the condition set forth in Borrower's standard work on said letter or standard form of lease, (iii) all permanent (or in lieu thereof temporary) certificates of occupancy (or their local equivalent) and all other certificates, licenses, consents and approvals required for the improvements Improvements (including, without limitation, for the core and shell of the retail building, the garage and the bridge across 62nd Drive) shall have been issued by or obtained from the appropriate Governmental Authorities, (iv) all Direct Costs, Indirect Costs and other costs and expenses incurred in connection with the construction and equipping of the Improvements shall (subject to the following provisions of this paragraph) have been paid in full (other than Direct Costs and other costs and expenses which will be incurred in completing punch list work, landscaping and other minor work with respect to the Improvements and which in the aggregate will not in the reasonable opinion of Administrative Agent and Construction Consultant exceed $1,000,000, and the remaining balance of amounts not advanced pursuant to paragraph (a) of Section 2.01, if any), (v) an as-built survey of the Improvements reasonably acceptable to Administrative Agent has been provided to it and (vi) as built plans and specifications for the mechanical, plumbing and electrical systems for the Improvements have been provided to Construction Consultant. The requirements of clause (iv) of the preceding sentence of this paragraph shall be deemed satisfied notwithstanding the fact that Borrower shall be withholding payment with respect to work or materials supplied in connection with the construction of the Improvements which is associated with Retainage or which in the reasonable opinion of Borrower, Borrower's Architect, Administrative Agent and Construction Consultant were not performed or supplied in accordance with the standards specified in the contracts under which such work or materials were to be made performed or supplied, or that there are unpaid claims for additional payments with respect to work or materials supplied in connection with the construction of the Improvements which in the reasonable opinion of Borrower, Borrower's Architect, Administrative Agent and Construction Consultant are excessive, invalid or unsubstantiated, provided that (i) Borrower is withholding such payment in good faith and has notified Administrative Agent thereof, and (ii) Borrower shall have paid all other Direct Costs, Indirect Costs and any other costs incurred (other than the remaining balance of amounts not advanced pursuant to paragraph (a) of Section 2.01, if any) in connection with the Final Plans (the “Improvements”)construction, not later than ninety (90) days after the Closing, shall diligently prosecute such work, equipping and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements may in accordance with the provisions of this Agreement and shall have delivered evidence reasonably satisfactory to Administrative Agent of such payment. None of the foregoing is intended to relieve Borrower of its obligation, as soon as reasonably possible following such substantial completion, to cause any and all uncompleted work to be extended for good cause shown by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, completed and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Propertymake payment therefor. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration Tenant may not commence construction of any Improvements unless and until: (i) Landlord has approved the Approved Plans for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to such Improvements in writing; (ii) Tenant has obtained a building permit for the construction of improvements such Improvements; (iii) certificates of all insurance coverages required to be carried by Tenant have been delivered to Landlord; and (iv) Tenant has delivered to Landlord a contractor’s “Payment and Performance Bond” in favor of Landlord as obligee, on the Propertycurrent AIA forms then in use or other forms reasonably acceptable to Landlord, which terms and conditions shall survive issued by a surety company licensed as a surety in the Closing and shall not be merged into the executionState of North Carolina, delivery and recording guaranteeing completion of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be Improvements in accordance with the planned use Approved Plans free of liens and security agreements. Any Improvements constructed upon the Premises shall be constructed in accordance with the Approved Plans. Upon at least 48 hours written notice to Tenant, Landlord may designate a representative to inspect the Premises during construction of the Property. Improvements (c) Purchaser provided that Tenant shall commence work on said have the improvements right to be made pursuant designate a Tenant representative to accompany Landlord’s representative during any such inspection), and if Landlord determines Tenant’s construction is not being done in accordance with the Approved Plans, Tenant shall correct any deficiencies or omissions promptly. After completion of the Improvements, any subsequent changes or modifications to the Final Improvements from the Approved Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete or subsequent renovations of the Improvements within eighteen (18except for interior, non- structural alterations) months after the Closingmust be approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall not be required to obtain Landlord’s approval of plans for indoor exhibits, outdoor exhibits or related amenities. Prior to opening for business, Tenant shall obtain and deliver to Landlord: (i) a certification by Tenant’s architect or engineer that the Improvements has been completed in Sellersubstantial accordance with the Approved Plans, and (ii) Tenant’s sole discretionaffidavit that all work, labor and materials have been paid for in connection with the time for commencement, and/or completion construction of the Improvements. All work required in connection with the construction of the Improvements may shall be extended for good cause shown performed only by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements competent contractors licensed under the laws of the Property. (e) Without limiting Seller’s existing governmental authority State of North Carolina and shall be performed in accordance with written contracts with those contractors. Each such contract shall require the contractors to review indemnify, defend and inspect hold Landlord harmless against all claims, damages, losses and expenses, including attorneys’ fees, arising out of the Property while construction work and shall further require such contractors to name Landlord as an additional insured in all liability insurance policies maintained by such contractors for the Improvements are under duration of the construction or otherwise, Seller shall have reasonable access period. Prior to the Property commencement of construction of any Improvements, Tenant shall deliver or cause to assess Purchaser’s progress with construction and otherwise Purchaser’s be delivered to Landlord certificates of insurance from each such contractor evidencing compliance with the terms provisions of Section 5.3(c) and conditions a copy of this AgreementTenant’s contract with each general contractor engaged for the construction of the Improvements, and with each separate contractor engaged by Tenant to perform services in connection therewith for consideration in excess of Fifteen Thousand Dollars ($15,000.00). Tenant shall also deliver or cause to be delivered to Landlord copies of Tenant’s contracts with any other contractors upon Landlord’s written request therefor. Upon completion of construction of any Improvements, Tenant shall furnish Landlord a copy of the as-built plans for such Improvements.

Construction of Improvements. As additional consideration for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller Lessee has commenced the construction and shall construct proceed to completion the replacing of three small wooden piers with two new large concrete piers; dredging Parcel No. 2 to a water depth of not less than 37 feet MLLW; installing a new 22,000-ton capacity floating dry dock; constructing new shipyard buildings, sandblasting facility and make the shops; making ancillary improvements to the Property as set forth in the Plans as the same may be supplemented utilities; and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closingconstructing parking lots, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be all in accordance with the planned use Final Environmental Impact Report entitled "Southwest Marine Shipyard Redevelopment, San Diego Industrial Area," a copy of which is on file in the office of the Property. (c) Purchaser District Clerk as Document No. 16032, which document is by this reference made a part hereof. Said construction shall commence work on said be completed by August 31, 1994. In the improvements to be made pursuant to event of any inconsistency between the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, proposal and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements may be extended for good cause shown by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreementlease agreement, the terms and conditions of this lease agreement shall prevail. (b) No construction of any improvement upon the leased premises shall commence without the prior approval of the Port Director of Lessor, as evidenced in writing, and all such construction shall be in accordance with plans and specifications which must be submitted to and approved by the Port Director in writing prior to the commencement of any such construction. (c) When required by Lessor, Lessee shall pave or plant ground cover, at its own cost and expense, over the entire area of the leased premises not covered by buildings. All paving or ground cover shall be in accordance with plans and specifications approved by the Port Director in writing prior to the commencement of any such paving or planting. (d) Subject to the provisions of paragraph 1 of this lease, Lessee shall, as partial consideration and as a condition of this lease, make an investment for the improvements to be constructed as described in this paragraph in an amount not less than Twenty-Five Million Dollars ($25,000,000) not including the 22,000-ton capacity floating dry dock. It is agreed that Fifteen Million Dollars ($15,000,000) of said required minimum amount was invested in improvements prior to the effective date of this lease amendment. (e) Lessee shall by no later than October 31, 1994 furnish to Lessor an itemized statement of the actual construction cost of each improvement to the premises made pursuant to this paragraph 4 during the ten (10) year period commencing September 1, 1984 and ending August 31, 1994. At Lessee's sole option, in lieu of submitting said itemized statement covering said ten (10) year period, Lessee may elect, and if it elects, shall furnish to Lessor within sixty (60) days following each of the first ten (10) anniversaries of the commencement date of this lease an itemized statement of the actual construction cost of each improvement to the premises made pursuant to this paragraph 4 during the preceding twelve (12) month period. Each statement (whether the ten (10) year statement or an annual statement) that Lessee submits to Lessor shall be sworn to and signed by Lessee or its responsible agent under penalty of perjury. Lessor shall have the right at any and all reasonable times to examine and audit Lessee's books and records pertaining to improvements for the purpose of determining the accuracy of each statement submitted by Lessee. Within ninety (90) days following Lessor's receipt of each such Lessee submitted statement, Lessor shall notify Lessee in writing of the amount of construction cost which Lessor has determined satisfies part or all of the remaining Ten Million Dollars ($10,000,000) investment for improvements required in clause (d) above.

Construction of Improvements. As additional (a) Owner, for and in consideration of approval to proceed with the development project and the other things set forth herein agrees, at Owner's own cost and expense, within eighteen months of the date of this Agreement to furnish all engineering, labor, equipment and materials necessary to perform and complete, and to perform and complete in good and workmanlike manner, the Sanitary Sewer Improvements as designated in the Napa Sanitation District Components Bond Amount Estimate Sanitary Sewer System attached as Exhibit "A", in accordance with those Improvement Plans for Seller accepting said development project that have been approved by the offer District and entering into this Agreementare on file with the City and the District, ▇▇and to do all work incidental thereto in accordance with the applicable standards set forth in the Sanitary Sewer and Recycled Water Standards, Napa Sanitation District (the "Standard Specifications"). Said Improvement Plans are entitled "▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements on the PropertyResidence – Plan & Profile” dated June 19, which terms 2019, and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved this reference are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become hereby expressly made a part of this Agreementcontract as though set forth herein in full. In the event of any conflict between the Improvement Plans and the above referenced Standard Specifications the more extensive and stringent provisions shall govern. (b) As promptly as possible The work to be performed hereunder does not include the work necessary to complete the Road Improvements although such improvements are shown on the Improvement Plans. These improvements shall be contracted for, secured and not later than thirty (30) days prior completed pursuant to the Closing, Purchaser shall deliver one or more sets provisions of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance separate development agreements with the planned use City of the PropertyNapa, covering this additional work. (c) Purchaser Owner shall commence work on said perform any changes or alterations in the improvements installation of the Sanitary Sewer Improvements required by the District in connection with unanticipated conditions and/or to be made pursuant resolve potential conflicts with other utilities, prior to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, approval and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion acceptance of the Improvements may as set forth in paragraph 5 below. All costs for said changes and alterations shall be extended for good cause shown borne by PurchaserOwner as set forth in this agreement. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration Tenant may not commence construction of any Improvements unless and until: (i) Landlord has approved the Approved Plans for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to such Improvements in writing; (ii) Tenant has obtained a building permit for the construction of improvements such Improvements; (iii) certificates of all insurance coverages required to be carried by Tenant have been delivered to Landlord; and (iv) Tenant has delivered to Landlord a contractor’s “Payment and Performance Bond” in favor of Landlord as obligee, on the Propertycurrent AIA forms then in use or other forms reasonably acceptable to Landlord, which terms and conditions shall survive issued by a surety company licensed as a surety in the Closing and shall not be merged into the executionState of North Carolina, delivery and recording guaranteeing completion of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be Improvements in accordance with the planned use Approved Plans free of liens and security agreements. Any Improvements constructed upon the Premises shall be constructed in accordance with the Approved Plans. Upon at least 48 hours written notice to Tenant, Landlord may designate a representative to inspect the Premises during construction of the Property. Improvements (c) Purchaser provided that Tenant shall commence work on said have the improvements right to be made pursuant designate a Tenant representative to accompany Landlord’s representative during any such inspection), and if Landlord determines Tenant’s construction is not being done in accordance with the Approved Plans, Tenant shall correct any deficiencies or omissions promptly. After completion of the Improvements, any subsequent changes or modifications to the Final Improvements from the Approved Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete or subsequent renovations of the Improvements within eighteen (18except for interior, non- structural alterations) months after the Closingmust be approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall not be required to obtain Landlord’s approval of plans for indoor exhibits, outdoor exhibits or related amenities. Prior to opening for business, Tenant shall obtain and deliver to Landlord: (i) a certification by Tenant’s architect or engineer that the Improvements has been completed in Sellersubstantial accordance with the Approved Plans, and (ii) Tenant’s sole discretionaffidavit that all work, labor and materials have been paid for in connection with the time for commencement, and/or completion construction of the Improvements. All work required in connection with the construction of the Improvements may shall be extended for good cause shown performed only by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements competent contractors licensed under the laws of the Property. (e) Without limiting Seller’s existing governmental authority State of North Carolina and shall be performed in accordance with written contracts with those contractors. Each such contract shall require the contractors to review indemnify, defend and inspect hold Landlord harmless against all claims, damages, losses and expenses, including attorneys’ fees, arising out of the Property while construction work and shall further require such contractors to name Landlord as an additional insured in all liability insurance policies maintained by such contractors for the Improvements are under duration of the construction or otherwise, Seller shall have reasonable access period. Prior to the Property commencement of construction of any Improvements, Tenant shall deliver or cause to assess Purchaser’s progress with construction and otherwise Purchaser’s be delivered to Landlord certificates of insurance from each such contractor evidencing compliance with the terms provisions of Section 5.3(b) and conditions a copy of this AgreementTenant’s contract with each general contractor engaged for the construction of the Improvements, and with each separate contractor engaged by Tenant to perform services in connection therewith for consideration in excess of Fifteen Thousand Dollars ($15,000.00). Tenant shall also deliver or cause to be delivered to Landlord copies of Tenant’s contracts with any other contractors upon Landlord’s written request therefor. Upon completion of construction of any Improvements, Tenant shall furnish Landlord a copy of the as-built plans for such Improvements.

Construction of Improvements. As additional consideration for Seller accepting (i) Cause the offer commencement of construction and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to completion of the construction of improvements on the Property, which Improvements in accordance with the terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. Development Agreement; (aii) Seller shall construct furnish Owner a foundation survey promptly upon completion of the foundations of the Improvements; (iii) cause the Improvements to be constructed in compliance with and make thereafter remain in compliance with all applicable covenants and restrictions of record and all applicable laws, ordinances and regulations, including, without limitation, Applicable Environmental Law, the improvements Applicable Healthcare Laws, Americans with Disabilities Act and regulations thereunder, and laws, ordinances and regulations relating to subdivision, zoning, building codes, set back requirements and environmental matters; (iv) cause the Improvements to be constructed so as not to encroach upon or overhang any Property line, setback line, easement or right-of-way (except as permitted pursuant to a properly executed and recorded easement or other applicable agreement, in form and substance reasonably acceptable to Owner); (v) cause such construction to proceed continuously (subject to temporary cessation to the Property as set forth extent not in violation of the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part terms of this Agreement. ); (bvi) As promptly as possible and not later than complete construction of the Improvements by the Project Completion Date, time being of the essence; (vii) furnish to Owner within thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of Owner's request and upon substantial completion of the Plans to Seller for its review and approvalProject an as-built survey, in sufficient completeness form satisfactory to Owner showing the location of the Improvements without violation of set back lines, zoning or subdivision requirements, easements, covenants or restrictions and detail showing no encroachments or other conditions which could reasonably be expected to necessary to show that such improvements materially adversely affect the value and the construction thereof will be in accordance with the planned use of the Property. Property and Improvements; and (cviii) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or upon substantial completion of the Improvements may be extended for good cause shown by Purchaser. Project furnish Owner a final date-down endorsement to the Title Policy bringing the effective date current, adding the ALTA 3.1 zoning endorsement and comprehensive endorsement (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on if not yet a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements part of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwisepolicy)and such other additional endorsements reasonably required by Owner, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreementextent available.

Construction of Improvements. As additional consideration Subject to Tenant Delays, Landlord shall diligently construct or cause to be constructed the Improvements in accordance with the Construction Drawings in a good and workmanlike manner using materials specified in the Construction Drawings and in compliance with Laws and so as to attain Substantial Completion by not later than the target date (the “Target Date”) for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to the construction of improvements on the Property, which terms and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller shall construct and make the improvements to the Property as Substantial Completion set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans Build-out Notice, which Target Date shall be automatically and without further amendment become a part of this Agreement. the date that is one hundred five (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the Property. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90105) days after the Closingdate on which Landlord receives the Build-out Notice. Landlord assumes no liability for special or consequential damages of any kind whatsoever in connection with the design or construction of the Improvements. EXCEPT AS SET FORTH IN THE SECOND TO LAST SENTENCE OF SECTION 1A. OF THIS EXHIBIT D, shall diligently prosecute such workTHE FIRST SENTENCE OF THIS SECTION 2 (SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 5 OF THIS EXHIBIT D) AND SECTION 5 OF THIS EXHIBIT D, LANDLORD MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES REGARDING THE IMPROVEMENTS, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF HABITABILITY. Further, Landlord agrees to assign to Tenant its rights, if any, to pursue special and shall complete consequential damages against the Improvements within eighteen (18) months after architect and general contractor providing services under this Exhibit D in connection with the Closingdesign and/or construction of the Improvement for damages incurred by Tenant; provided, however, that in Seller’s sole discretionthat, the time for commencementas a condition to such assignment, and/or completion of the Improvements may be extended for good cause shown by PurchaserTenant will not seek to recover special or consequential damages from or against Landlord. SEC 3. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.

Construction of Improvements. As additional consideration Within thirty (30) days after the execution of the Lease, the Lessor shall complete preparation of the Working Drawings for Seller accepting the offer Improvements. After the acquisition of the Land (as provided in Paragraph 31 below) and entering into this Agreementissuance of the building permit, ▇▇▇Lessor shall commence construction of the Improvements, including an industrial building, containing approximately 130,000 square feet of rentable floor area (including approximately 20,000 square feet of corporate office area and 5,000 square feet of warehouse office area), parking lot and landscaping all of which shall conform to the building site plan and office space plan entitled "Site Plan", dated June 3, 1996, prepared by ▇▇▇▇▇▇ agrees Architects ("Project Architect"), attached hereto and made a part hereof as Exhibit B, as well as the Supplemental Construction Specifications set forth on Exhibit B-1, which have heretofore been approved by Lessee (collectively, the "Preliminary Plan"), and shall otherwise be in accordance with all final plans and specifications therefor approved in writing by Lessor and Lessee prior to the following conditions with respect commencement of construction conforming to the construction of improvements on the Propertyall applicable statutes, which terms codes and conditions shall survive the Closing and shall not be merged into the execution, delivery and recording regulations of the Deed. City (a) Seller shall construct such final plans and make the improvements to the Property specifications as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter sometimes herein referred to as the “Final Plans”"Approved Plans and Specifications"). The Final Lessee shall have ten (10) business days to approve the final drawings as submitted to Lessee by Lessor. In the event Lessor and Lessee are unable to agree upon a set of Approved Plans and Specifications conforming to the requirements of this Lease and the requirements of the City, despite having negotiated in good faith, within forty-five (45) days after the date of this Lease, such dispute shall be automatically submitted to the design architect and without further amendment become the determination by such architect as to the conformity of the proposed plans and specifications to the Preliminary Plan shall be conclusive. Notwithstanding the foregoing, either Lessor or Lessee shall have the right to propose or request additional changes in the scope of the Improvements, the approval of which changes shall not be unreasonably withheld or delayed by the other party, provided, in the case of changes proposed by Lessor, the same do not materially alter or interfere with Lessee's use of the Leased Premises or significantly alter the appearance or quality of the materials or construction of the Improvements; or, in the case of changes proposed by Lessee, the timing of Lessee's proposal of the same does not materially alter Lessor's ability to Substantially Complete the Improvements by the time provided in this Paragraph 28 below (unless Lessee agrees to extend the dates for Substantial Completion) or materially increase the cost of the Improvements (unless Lessee shall agree to an appropriate increase in the amount of the Monthly Base Rent). Lessor's construction work in connection with the Improvements shall be commenced within fourteen (14) working days after issuance of a part building permit and shall be diligently pursued in order to have the warehouse portion of the Leased Premises Substantially Completed on or before April 1, 1997, and the office portion of the Leased Premises substantially completed on or before May 1, 1997, provided that if construction is delayed because of Lessee's delay in approving the final plans and specifications for the Improvements or changes, deletions or additions in the Approved Plans and Specifications requested by Lessee, strikes, lockouts, casualties, acts of God, war, material or labor shortages, governmental regulation or control, adverse weather or seasonal related conditions that are an impediment to construction, delays initiated by the City or other causes beyond the reasonable control of Lessor (any or all such events are herein sometimes referred to as "Unavoidable Delays"), the date for Substantial Completion set forth below shall be extended for the amount of time of such Unavoidable Delays. Lessor shall advise Lessee within fifteen (15) days of the occurrence of an Unavoidable Delay and to supply Lessee with a revised construction schedule reflecting the additional time required to Substantially Complete the Leased premises, due to the Unavoidable Delay(s). As used in this Lease the term "Substantial Completion", "Substantially Completed" or words of similar import shall mean that (i) the Leased Premises are fully completed in accordance with the Approved Plans and Specifications and are free from any and all mechanics' lien claims arising out of all work in connection therewith (other than claims filed as a result of bona fide disputes between Northern Builders and its subcontractors or material suppliers which Northern Builders is diligently contesting as provided in the Construction Agreement. ) and free from any and all construction defects other than Punch List Items relating to Lessor's construction, none of which shall interfere with Lessee's use and occupancy of the Leased Premises for the conduct of its business, and (bii) As promptly as possible the City has granted to Lessor an occupancy certificate permitting Lessee to take occupancy of the Leased Premises notwithstanding such Punch List Items and not later than the date such governmental consents and approvals which are the responsibility of Lessor have been obtained so that Lessee can take possession. Except in the event of an Unavoidable Delay, if Substantial Completion of the warehouse occurs after May 1, 1997, or if Substantial Completion of the office space occurs after June 1, 1997, Lessor agrees to pay to Lessee a $2,000.00 penalty for each day beyond such respective dates Substantial Completion is delayed. Lessor shall notify Lessee thirty (30) days prior to the Closingdate it anticipates the Improvements will be Substantially Completed. In the event that there is a dispute as to whether or not the Improvements are Substantially Completed, Purchaser the dispute shall deliver one or more sets be resolved by the Project Architect who prepared the Approved Plans and Specifications. Taking of possession of the Plans Leased Premises by Lessee and delivery of a certificate of occupancy shall be deemed conclusively to Seller for its review and approval, in sufficient completeness and detail to necessary to show establish that such improvements and the construction thereof will be Improvements have been Substantially Completed in accordance with the planned use Approved Plans and Specifications, except for any agreed Punch List Items and latent defects or other defects covered by the Construction Completion and Warranty Agreement executed by Northern Builders. Notwithstanding the foregoing, as promptly as practicable following the date Lessee takes possession, Lessor and Lessee shall enter into an appropriate amendment to this Lease to document the commencement date of the Property. (c) Purchaser lease term. If Lessee takes possession on a day other than the first of a month, all obligations of Lessee under the Lease shall commence work upon the taking of possession (subject to proration for the partial month) but the full twelve (12) year term shall commence on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion first day of the Improvements may be extended for good cause shown by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, following month. At all reasonable times during the construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Property. (e) Without limiting Seller’s existing governmental authority Leased Premises, Lessee, its employees, agents or contractors shall have the right to review enter onto and inspect the Property while Leased Premises for the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s purposes of determining whether Lessor is in compliance with the terms and conditions requirements of this AgreementLease with respect to construction, but no such inspection or inspections shall relieve Lessor from its responsibilities hereunder or shall relieve Northern Builders or any of its subcontractors from their respective obligations or liabilities pursuant to their separate contracts. Lessor shall not be responsible or liable to Lessee for any claims, losses, costs, damages or expenses incurred by Lessee, its employees, agents or contractors as a result of such inspections, all of which shall be undertaken by Lessee at Lessee's sole risk and expense. Lessor shall be responsible for construction of the entrances and bathrooms within the Leased Premises in compliance with the Americans with Disabilities Act ("ADA") and Lessee shall be responsible for ADA improvements required with respect to Lessee's specific interior construction (performed in compliance with paragraph 9 of this Lease).

Construction of Improvements. As additional consideration Tenant may not commence construction of any Improvements unless and until: (i) Landlord has approved the Approved Plans for Seller accepting the offer and entering into this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to the following conditions with respect to such Improvements in writing; (ii) Tenant has obtained a building permit for the construction of improvements such Improvements; (iii) certificates of all insurance coverages required to be carried by Tenant have been delivered to Landlord; and (iv) Tenant has delivered to Landlord a contractor’s “Payment and Performance Bond” in favor of Landlord as obligee, on the Propertycurrent AIA forms then in use or other forms reasonably acceptable to Landlord, which terms and conditions shall survive issued by a surety company licensed as a surety in the Closing and shall not be merged into the executionState of North Carolina, delivery and recording guaranteeing completion of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be Improvements in accordance with the planned use Approved Plans free of liens and security agreements. Any Improvements constructed upon the Premises shall be constructed in accordance with the Approved Plans. Upon at least 48 hours written notice to Tenant, Landlord may designate a representative to inspect the Premises during construction of the Property. Improvements (c) Purchaser provided that Tenant shall commence work on said have the improvements right to be made pursuant designate a Tenant representative to accompany Landlord’s representative during any such inspection), and if Landlord determines Tenant’s construction is not being done in accordance with the Approved Plans, Tenant shall correct any deficiencies or omissions promptly. After completion of the Improvements, any subsequent changes or modifications to the Final Improvements from the Approved Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete or subsequent renovations of the Improvements within eighteen (18except for interior, non- structural alterations) months after the Closingmust be approved by Landlord in writing, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, Tenant shall not be required to obtain Landlord’s approval of plans for indoor exhibits, outdoor exhibits or related amenities. Prior to opening for business, Tenant shall obtain and deliver to Landlord: (i) a certification by Tenant’s architect or engineer that the Improvements has been completed in Sellersubstantial accordance with the Approved Plans, and (ii) Tenant’s sole discretionaffidavit that all work, labor and materials have been paid for in connection with the time for commencement, and/or completion construction of the Improvements. All work required in connection with the construction of the Improvements may shall be extended for good cause shown performed only by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements competent contractors licensed under the laws of the Property. (e) Without limiting Seller’s existing governmental authority State of North Carolina and shall be performed in accordance with written contracts with those contractors. Each such contract shall require the contractors to review indemnify, defend and inspect hold Landlord harmless against all claims, damages, losses and expenses, including attorneys’ fees, arising out of the Property while construction work and shall further require such contractors to name Landlord as an additional insured in all liability insurance policies maintained by such contractors for the Improvements are under duration of the construction or otherwise, Seller shall have reasonable access period. Prior to the Property commencement of construction of any Improvements, Tenant shall deliver or cause to assess Purchaser’s progress with construction and otherwise Purchaser’s be delivered to Landlord certificates of insurance from each such contractor evidencing compliance with the terms provisions of Section 5.3(bc) and conditions a copy of this AgreementTenant’s contract with each general contractor engaged for the construction of the Improvements, and with each separate contractor engaged by Tenant to perform services in connection therewith for consideration in excess of Fifteen Thousand Dollars ($15,000.00). Tenant shall also deliver or cause to be delivered to Landlord copies of Tenant’s contracts with any other contractors upon Landlord’s written request therefor. Upon completion of construction of any Improvements, Tenant shall furnish Landlord a copy of the as-built plans for such Improvements.

Construction of Improvements. As additional (a) On or before December 31, 1993, Lessee shall commence the construction and diligently proceed to completion of real property improvements related to the permitted uses described in Paragraph 3. The improvements shall be of the nature described on the EXAMPLES OF REAL PROPERTY IMPROVEMENTS, which is marked Exhibit "C" and is attached hereto and by this reference made a part hereof. Lessee shall make an investment for the improvements to be constructed as described in this Paragraph in an amount which shall equal or exceed Eighty-Five Million Five Hundred Fifty Thousand Dollars ($85,550,000) hereinafter referred to as "minimum investment". Such minimum investment is consideration for Seller accepting the offer term of this Lease, and entering into is not a portion of the rental obligations contained in Paragraph 2 of this AgreementLease, and neither such investment or improvements nor any other Lessee investment or improvement shall be considered by the parties or any arbitrator (in the event of arbitration) in determining any rent during the term of this Lease. In the event Lessee fails to invest the entire minimum investment by no later than December 31, 2010, the term of this Lease shall be reduced. The reduction in term shall be one year for every One Million Seven Hundred Eleven Thousand Dollars ($1,711,000), prorated monthly, that Lessee's actual investment in improvements to be constructed as described in this Paragraph is less than the minimum investment. In no event, however, shall the term of the Lease be reduced by operation of the terms of this Paragraph so as to result in termination of this Lease prior to September 30, 2005. The construction of certain improvements contemplated by this Lease may be subject to the California Environmental Quality Act and other laws which may be in effect in the future. If Lessor determines any proposed improvements are within the scope of any then applicable environmental quality act and laws, it may then be necessary for Lessor either to approve or disapprove (and thereby prohibit) the construction of such improvements in accordance with any such act or laws and other applicable provisions of this Lease. In the event there is such a disapproval, the cost of such a proposed improvement shall not be credited toward the cost of any improvement nor shall the time for completion of any improvements be extended, waived, or suspended. (b) No construction of any improvement upon the leased premises shall commence without the prior approval of the Port Director of Lessor, as evidenced in writing, and all such construction shall be in accordance with plans and specifications which must be submitted to and approved by the Port Director in writing prior to the commencement of any such construction. (c) When required by Lessor, Lessee shall pave or plant ground cover, at its own cost and expense, over the entire area of the leased premises not covered by buildings. All paving or ground cover shall be in accordance with plans and specifications approved by the Port Director in writing prior to the commencement of any such paving or planting. (d) By no later than March 31 of each year, beginning with March 31, 1992 and ending with Marc▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ agrees to ll furnish Lessor an itemized statement of the following conditions with respect to actual construction cost of any improvements required by the construction terms of improvements on the Propertythis paragraph, which terms and conditions shall survive were completed during the Closing and shall not be merged into the execution, delivery and recording of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”)preceding calendar year. The Final Plans statement of cost shall be automatically sworn to and without further amendment become a part signed by Lessee or his responsible agent under penalty of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of the Plans to Seller for its review and approval, in sufficient completeness and detail to necessary to show that such improvements and the construction thereof will be in accordance with the planned use of the Property. (c) Purchaser shall commence work on said the improvements to be made pursuant to the Final Plans (the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete the Improvements within eighteen (18) months after the Closing; provided, however, that in Seller’s sole discretion, the time for commencement, and/or completion of the Improvements may be extended for good cause shown by Purchaser. (d) ▇▇▇▇▇▇▇▇▇ agrees to pay on a current basis, and to indemnify and save harmless Seller from, all construction and development costs, taxes, assessments, and other charges which might be or become or be asserted as liens attributable to Purchaser’s ownership, use and/or improvements of the Propertyperjury. (e) Without limiting Seller’s existing governmental authority to review and inspect The time during which Lessee is delayed by acts of God, war, invasion, rebellion, revolution, insurrection, riots, labor problems, unavailability of materials, government intervention, or acts or omissions of the Property while the Improvements are under construction or otherwiseLessor, Seller shall have reasonable access be added to the Property to assess Purchaser’s progress with times for the commencement of construction and completion of construction of improvements as referred to in this Lease and otherwise Purchaser’s compliance with to perform its obligations referred to in this Lease; provided, that in no event shall the terms and conditions period of this Agreementexcused delay exceed 365 days in the aggregate.

Construction of Improvements. As additional consideration for Seller accepting The construction of the offer ---------------------------- Improvements will be commenced by Borrower on or before the Construction Start Date, will be prosecuted by Borrower with diligence and entering into continuity to completion and will be completed by Borrower in a good and workmanlike manner in substantial accordance with the Plans and other provisions of this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to on or before the following conditions with respect to Completion Date (other than for completion of tenant improvements which shall be completed within the time period provided under each applicable Lease) and free and clear from all liens, or claims for liens, other than the lien and security interest created by the Loan Documents (or any of them). It is expressly understood and agreed that, except for tenant improvements for particular tenants' spaces which are each less than 20,000 rentable square feet, (i) construction of improvements on the Property, which terms and conditions shall survive the Closing and Improvements shall not be merged into the execution, delivery commenced unless and recording of the Deed. (a) Seller shall construct and make the improvements to the Property as set forth in the Plans as the same may be supplemented and modified with the consent of Seller and as otherwise approved for final permitting by Seller (the Plans as so supplemented and/or modified and/or approved are hereinafter referred to as the “Final Plans”). The Final Plans shall be automatically and without further amendment become a part of this Agreement. (b) As promptly as possible and not later than thirty (30) days prior to the Closing, Purchaser shall deliver one or more sets of until Borrower has furnished the Plans to Seller for its review Lender and approvalafforded Lender the opportunity to accept them (which acceptance shall be evidenced, in sufficient completeness and detail if at all, by the initials of any authorized representative of Lender thereon), (ii) when the Plans have been furnished to necessary to show that such improvements and the construction thereof Lender, no changes of a material nature will be in accordance with the planned use of the Property. (c) Purchaser shall commence work on said the improvements made to them by, or be permitted to be made pursuant to them by, Borrower, Architect or any other person or entity without the Final Plans (prior written approval therefor of all requisite Governmental Authorities, prior compliance with all requisite Legal Requirements and prior acceptance by the “Improvements”), not later than ninety (90) days after the Closing, shall diligently prosecute such work, and shall complete the Improvements within eighteen (18) months after the ClosingLender in its reasonable discretion; provided, however, that the Lender's prior consent shall not be required for Permitted Changes; and (iii) in Seller’s sole discretioninstances where Lender does accept the Plans (or any change therein), such acceptance shall be deemed to be strictly limited to an acknowledgment of Lender's consent to the time Improvements being constructed in accordance therewith and shall not, in any way, be deemed to imply any warranty, representation or approval by Lender that such Improvements, if so constructed, will be structurally sound, will comply with all Legal Requirements, will be fit for commencementany particular purpose or will have a market value of any particular magnitude. The construction of all tenant improvements to be constructed pursuant to signed Leases shall be commenced by Borrower as required under such tenant leases, and/or will be prosecuted by Borrower with diligence and continuity to completion and will be completed by Borrower in a good and workmanlike manner in substantial accordance with the Plans and other provisions of the Improvements may be extended tenant lease, on or before the completion date provided for good cause shown in the lease and free and clear from all liens, or claims for liens, other than the lien and security interest created by Purchaser. the Loan Documents (d) ▇▇▇▇▇▇▇▇▇ or any of them). Lender agrees that its consent to pay on a current basis, Plans and specifications and to indemnify changes therein shall not be unreasonably withheld, conditioned or delayed and save harmless Seller from, all construction be deemed given if not expressly withheld by Lender in writing within ten (10) business days after request for such consent and development costs, taxes, assessments, submission of the Plans and specifications or revised Plans and specifications and other charges which might be or become or be asserted as liens attributable requested materials relating to Purchaser’s ownership, use and/or improvements of the Propertysuch Plans and specifications. (e) Without limiting Seller’s existing governmental authority to review and inspect the Property while the Improvements are under construction or otherwise, Seller shall have reasonable access to the Property to assess Purchaser’s progress with construction and otherwise Purchaser’s compliance with the terms and conditions of this Agreement.