CONFERENCE

CENTER PARKING LEASE BETWEEN

AUGUSTA, GEORGIA a political subdivision of Georgia, AS LANDLORD AND AUGUSTA RIVERFRONT, LLC a Georgia limited liability company, AS TENANT

DATED AS OF _______ , 2012

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CONFERENCE CENTER PARKING LEASE THIS CONFERENCE CENTER PARKING LEASE (this "Lease") is entered into as of the __ day of , (the "Effective Date"), by and between Augusta, Georgia, a political subdivision of Georgia, as landlord ("Landlord"), and Augusta Riverfront, LLC, a Georgia limited liability company, as tenant ("Tenant"). 1. LEASE OF PREMISES. Landlord hereby leases to Tenant and Tenant hereby takes from Landlord in consideration of the covenants and agreements in this Lease, the premises (the "Demised Premises") located north of Reynolds Street, between 9th and 10th Streets in Augusta, Georgia, and consisting of (i) the surface parking lot located on Parcel "N" containing 1.89 acres, more or less, on that Compiled Map for Augusta Riverfront Limited Partnership by John Thomas Attaway, Georgia RLS No. 2512, dated January 19, 1999, revised June 1, 1999, and recorded in the Office of the Clerk of Superior Court of Augusta-Richmond County, Georgia on June 22, 1999, in Reel 648, pages 39-44, and (ii) that parking deck containing approximately __ parking spaces and being located on a portion of Parcels "P" and "P-1" on said Compiled Map, together with all improvements located thereon. 2. OPERATING TERM AND USE. The initial term of this Agreement (the "Operating Term") shall be for a period commencing on the Effective Date and terminating on the five (5) year anniversary of the Effective Date. Notwithstanding the foregoing, this Agreement shall be binding on the date it is signed by Landlord and Tenant and provisions of this Agreement shall survive the Operating Term to the extent specifically set forth in this Agreement. Landlord, in its sole discretion, may elect, by written notice to' Tenant, within 60 days from the expiration of the initial Operating Term of this Agreement, to renew the initial Operating Term of this Agreement, for an additional term of five (5) years. In the event that Landlord does not elect to renew the term of this Agreement and solicits requests for proposals ("RFP") for the operation of the Demised Premises, then in such event Tenant has have the right to meet the terms and conditions of the RFP of the entity that is deemed to be most qualified to operate the Demised Premises, If Tenant agrees to the terms and conditions contained in such RFP, then this Agreement shall be renewed, subject to modification to incorporate any terms and conditions consistent with accepted RFP, and right of first refusal shall be continue in effect. Should Tenant not elect to operate the Demised Premises pursuant to the terms and conditions of the accepted RFP, then in such event Tenant shall have no further right to operate the Demised Premises or the parking deck owned by Landlord and located at the northwestern intersection of Reynolds Street and James Brown Boulevard in Augusta, Georgia (the "RSPD") [upon expiration of the Reynolds Street Parking Deck Management Agreement of even date entered into by and between Landlord and Augusta Riverfront, LLC (the "RSPD Agreement")], notwithstanding any prior vote of the Augusta, Georgia Commission to designate Augusta Riverfront, LLC as the operator of the Demised Premises or the RSPD. Tenant may use the Demised Premises as parking deck open to the public and/or exclusively for the use of Convention Center guests and its hotel patrons, and no other (the "Permitted Uses").

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3.

RENT AND ACCEPTANCE OF DEMISED PREMISES.

For purposes of this section "Operating Income" shall meap. the gross revenues generated from the operation of the Demised Premises including, but not limited to, the following: (a) sums collected by the Tenant from the rental of space for the parking and storage of motor vehicles whether on an hourly, daily, weekly, or monthly basis, less all refunds, and credit card fee discounts (sales tax, use tax, excise tax, occupancy tax, gross receipts tax, or other taxes assessed upon or attributable to said receipts shall be paid directly to the taxing entity involved and are not be included in the definition of gross revenues); (b) on-site advertising revenues; (c) reimbursable event expenses; (d) all other miscellaneous revenue from the operation of the Demised Premises; and (e) any and all revenues generated by or associated with any marquee advertising (if such advertising is permitted by Landlord). For purposes of this section "Operating Expenses" shall mean all expenses required to be incurred in order to operate and manage the Demised Premises, including, but not limited to the following: (a) salary costs of employees of Tenant (so long as such salary costs are commensurate with the salary costs (as such term as defined in that certain RSPD Agreement) associated with the operation of the RSPD and Shared Employees (as such term is defined in the RSPD Agreement); (b) operating supplies; (c) utility and telephone charges; (d) repair and maintenance costs; (e) equipment rental costs; (f) insurance costs related to the operation of the Demised Premises (but not performance or fidelity bonds); (g) security costs; (h) cleaning expenses; (i) cost of reimbursable event expenses; (j) the cost of obtaining an audited financial statements required hereunder; (k) maintenance agreements; and (1) any other expenses incurred in the operation of the Demised Premises that would be considered operating expenses under GAAP .. Operating Expenses shall not include debt service on any borrowing. For purposes of this section ''Net Income" shall be calculated as Operating Income less Operating Expenses. A. Base Rent. During the term of this Agreement and any extensions, Tenant shall pay to Landlord an annual rental of $50,000.00, payable in equal monthly installments the first of such installments being due and payable on the Effective Date. Such annual rent shall be adjusted annually on the anniversary of the Effective Date, upward but not downward, by the lesser of (i) one half (1/2) of the cumulative percentage increase in the Consumer Price Index for all urban consumers (CPI-V) (All Items 1982-84=100) since the last rate increase at the RSPD, or (ii) the percentage increase in maximum daily parking rates during such year for parking spaces in the RSPD. B. Tenant Income. After payment of Base Rent and Operating Expenses, Tenant shall be entitled to receive the lesser of all of the Net Income from the operation of the Demised Premises or $25,000.00. C. Additional Rent. In addition to the Base Rent and after payment of the Operating Expenses and the Tenant Income, Tenant shall pay to Landlord as additional rent an amount equal to the lesser of (i) the operating loss from the operation of the RSPD, if any, or (ii) Net Income in excess of Base Rent and Tenant Income.

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D. Surplus Income. In the event that there remains Net I11Comeafter payment of the Base Rent, Operating Expenses, Tenant Income, and Additional Rent, such remaining Net Income will be. divided equally between Landlord and Tenant. E. Financial Statements.

(a) In order to determine Net Income, Tenant shall prepare and deliver to Landlord by the 90th day after the end of each calendar year during the term of this Agreement the following financial statements and reports for the operation of the Demised Premises for the previous calendar year, which shall be in reasonable detail and shall be prepared in accordance with GAAP: (i) balance sheet as of the last day of such calendar year (ii) cash flow statement, and (iii) profit and loss statement. The profit and loss statement will include a comparison to the prior calendar year and a comparison to the budgeted amounts for the prior calendar year. (b) On or prior to 120 days after the end of each calendar year, Tenant shall provide, at Tenant's cost and expense, a financial audit with respect to the operations of the Demised Premises for the previous calendar year to be made by an independent certified accounting finn selected by Tenant and approved by Landlord, with such approval not to be unreasonably withheld. 4.. DEMISED PREMISES REPAIRS AND MAINTENANCE.

A. Landlord represents and warrants that during the Term, Landlord shall maintain the structure of the Demised Premises, at its sale cost and expense, in good condition and shall perform all necessary maintenance, repair, and replacement to the Demised Premises including, but not limited to: (i) maintaining the integrity of the -structure and surface of all paved areas such that there are no pot holes or other conditions that may compromise its utility or safety of the Demised Premises; (ii) maintaining the foundation, floors, walls, all exterior utility lines and pipes to the point of entry into the Demised Premises; (iii) maintaining all other structural portions of the Demised Premises; and (iv) making any other repair or replacement that is considered to be capital in nature under Generally Accepted Accounting Principles. All repairs, restorations, or payments which are obligations of Landlord, shall be completed or made within a reasonable time. Landlord has the right but not responsibility to enter the Demised Premises periodically, at any reasonable time during Tenant's normal business hours, and upon reasonable advance notice to Tenant, to inspect the condition of the Demised Premises and to make repairs. Any repairs or other work done by Landlord shall be performed so as to cause the least interference possible with Tenant's operation. B. Tenant shall be responsible for re-striping of the deck and surface parking areas, maintenance and repair of traffic control devices, cleaning of the parking areas, landscaping of grassed and unpaved areas, and routine maintenance and repair of a non-capital nature under Generally Accepted Accounting Principles. All repairs, restorations, maintenance or payments which are obligations of Tenant shalI be completed or made within a reasonable time. For purposes of this paragraph, "pro-rata share" means the proportion of (i) the number of "parking spaces in the parking deck on Demised Premises to (ii) the total number of parking spaces in the RSPD plus the number of parking spaces in the parking deck on the Demised

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Premises combined. With respect to software costs for traffic control devices, Landlord shall pay the same in connection with the RSPD, and Tenant shall reimburse the pro-rata share of such costs. With respect to any leased equipment used for the Demised Premises and the RSPD, Tenant shall pay the pro-rata share of such lease payments. With respect to any equipment owned by Landlord but used for both the RSPD and the Demised Premises, Tenant shall pay a fair rental rate for the use of said equipment, as set forth in the Annual Plan in effect for the RSPD Management Agreement 5. FIXTURES AND EQUIPMENT. Landlord shall deliver the Demised Premises with lighting, electrical and traffic control equipment in good working condition. 6. INSURANCE AND INDEMNIFICATION

6.1 General Liability Insurance. Tenant shall carry comprehensive general liability insurance, including contractual liability, personal and bodily injury, and property damage insurance, on the Demised Premises, with a combined single limit in an amount sufficient to protect Landlord and Tenant, but in no event will such insurance be in an amount less than a combined single limit of $3,000,000 per occurrence. Landlord shall be named as an additional insured under such insurance. Tenant shall provide Landlord with a certificate of insurance evidencing such coverage no later than 10 days prior to the commencement of the Operating Term. Tenant's insurance shall contain a clause stating that there shall be no reduction, cancellation, or non-renewal of coverage without giving Landlord thirty (30) days prior written notice. Such insurance shall also be endorsed to provide that the insurance shall be primary to and not contributory to any similar insurance carried by Landlord, and shall contain a severability of interest clause. 6.2 Property Insurance. Landlord shall maintain property insurance with respect to the Demised Premises in accordance with Section 4.5 of the Amended and Restated Construction, Operating and Reciprocal Easement Agreement dated June 1, 1999, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 648, page 45, as amended by that First Amendment to Amended and Restated Construction, Operating and Reciprocal Easement Agreement dated December 20, 1999, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Book 673, page 711 (the "CORE Agreement") . 6.3 insurance: Operational Insurance. Tenant shall procure and maintain the following

6.3.1 Workers' Compensation and employer's liability insurance as may be required under applicable laws covering all Tenant's Employees, including Shared Employees, with such deductible limits as allowed by law; 6.3.2 Garage keeper's legal liability insurance to insure against theft, loss and damage to patron's vehicles. 6.3.3 Such other insurance andlor additional coverage in amounts as Tenant in its reasonable judgment deems advisable for its protection against

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claims, liabilities and losses arising out of or connected with its performance under this Agreement. 6.3.4 Tenant, at Tenant's sole cost and expense, may, but shall not be obligated to, carry insurance insuring its trade fixtures, equipment, inventory and such other items as Tenant, from time to time, deems necessary or appropriate. 6.4 Cost and Expense. Each party will be responsible for the payment of insurance premiums it is required to obtain under the terms of the this agreement. In addition, Landlord shall have the right to self-insure or self-fund for any requirements provided herein. 6.5 Coverage. All insurance described in this Article may be obtained by endorsement or equivalent means under Landlord's or Tenant's blanket insurance policies, provided that such blanket policies substantially fulfill the requirements specified herein. 6.6 Policies and Endorsements.

6.6.1 Where permitted, all general liability and operational insurance provided under this Article shall be carried in the name of Tenant, with additional insureds being Landlord, the owner of any fee or leasehold interest in the Demised Premises other than Landlord, and the holder of the security deeds covering the Demised Premises, if any; any losses thereunder shall be payable to the parties as their respective interests may appear. The party procuring such insurance shall deliver to the other party certificates of insurance with respect to all policies so procured, including existing, additional and renewal policies and, in the case of insurance about to expire, shall deliver certificates of insurance with respect to the renewal policies not less than ten (10) days prior to the respective dates of expiration. 6.6.2 All policies of insurance provided under this Article shall, to the extent obtainable, have attached thereto an endorsement that such policy shall not be canceled without at least ten (10) days prior notice to Landlord, Tenant, any other fee or leasehold owner of any portion of the Demised Premises, and any holder of indebtedness secured by the Demised Premises. 6.6.3 Landlord and Tenant further agree that each of their insurance policies shall provide for an appropriate waiver of subrogation reflecting the mutual waiver of subrogation rights set forth in Section 20 of this Lease. 6.7 Indemnification. 6.7.1 Indemnification by Tenant. Tenant shall indemnify, defend, and hold harmless Landlord, its Mayor, Commissioners, administrators, agents, and employees, and successors from and against any and all claims, liabilities, losses, damages, costs, and expenses of any kind or character, including without limitation indemnity claims, court costs, reasonable attorneys' fees, interest, fees,
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and penalties, ansmg from or related to the management, operation, or maintenance of the Demised Premises, in all cases to the fullest extent permitted by law, except to the extent such liabilities are finally determined by a court of competent jurisdiction to have been the result of the fraud or gross negligence of Landlord's Mayor, Commissioners, or senior management personnel in the management, operation, or maintenance of the Demised Premises. 6.7.2 Indemnification by Landlord. Landlord shall indemnify and hold harmless Tenant, its subsidiaries, and its affiliates, and their respective officers, directors, agents, and employees from and against any and all claims, liabilities, losses, damages, costs, and expenses of any kind or character, including without limitation reimbursement of court costs, reasonable attorneys' fees, interest, fees, and penalties charged to the Demised Premises, to the extent such liabilities are finally determined by a court of competent jurisdiction to have been the result of the failure of Landlord to fulfill its obligations under this Lease or the fraud or gross negligence of Landlord's Mayor, Commissioners or senior management personnel in the management, operation, or maintenance of the Demised Premises. 6.7.3 Defense Costs. All costs and expenses, including without limitation reasonable attorneys' fees, of any legal proceeding that is instituted against the Demised Premises, Landlord, or both related to the operation, management, or maintenance of the. Demised Premises, including without limitation any employment-related claims of any nature, shall be paid directly by Tenant; provided, however, that Landlord shall reimburse Tenant on demand to the extent the fraud or gross negligence of the Landlord's Mayor, Commissioners or senior management personnel in the management, operation, or maintenance of the Demised Premises is established in such proceeding. Tenant specifically acknowledges and agrees that any party's mere allegation or claim of a negligent or intentional act by Landlord or any officer, director, agent, or employee thereof does not trigger any obligation of Landlord. 6.7.4 Good-faith Judgment. Notwithstanding any other provision of this Agreement, Landlord shall not make any claim against Tenant based on any alleged error of judgment if such judgment was made by Tenant in good faith or based on any action taken by Tenant at the express direction of Landlord. 6.7.5 Survival. This Section shall survive Termination.

7. ENTRANCES. Tenant shall have unrestricted use and access to all entrances, passageways, and access lanes to the Demised Premises and easements adjacent thereto. Landlord shall not permit or allow any changes to easements, the entrances, passageways, curb cuts and delivery lanes on or benefiting the Demised Premises without the prior written consent of Tenant.

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8. 9.

UTILITIES. Tenant shall pay for all utilities used by it in the Demised Premises TAXES.

during the Term of this Lease. The parties anticipate that ad-valorem property taxes will not be assessed with respect to the Demised Premises. In the event of such assessment, Tenant shall be responsible for payment of the same. Tenant shall be responsible for all taxes arising from Tenant's use of the Demised Premises.

10.

ASSIGNMENT AND SUBLETTING. This Agreement is not assignable by

Tenant without the prior written consent of Landlord, except that Tenant shall have the right, without any prior written consent (but only upon not less than five (5) business days' prior notice to Landlord), to assign this Agreement or any duties arising hereunder to any entity controlled by, or under common control with, Tenant, provided that in such case such transferee shall have, in the reasonable judgment of Landlord, expertise, personnel and other resources sufficient to discharge its duties hereunder no less favorably than Tenant has performed the same. Such assignment shall be effective only if the assignee or transferee agrees to be bound by all of Tenant's obligations under this Agreement. In the event Tenant, including for this purpose any affiliate thereof, sells the hotels located adjacent to the Demised Premises to a third party, Landlord shall either (a) allow transferee to assume this Agreement and release Landlord from its obligations under this Agreement, or (b) terminate this Agreement.

11. SIGNS. No signs (other than directional or parking related signs) shall be affixed to the Demised Premises without the prior written consent of Landlord. 12. CONDITION OF PREMISES: COMPLIANCE WITH LAWS.

A. Tenant shall comply in all material respects with all Laws, as such term is defined below, related to Tenant's particular use of the Demised Premises and with which only the occupant can comply, such as laws governing maximum occupancy, workplace smoking, and illegal business operations; the obligation to comply in every other.9",~~_apd also those cases where such Laws require repairs, alterations, changes or additions to the Demised Premises, or any part thereof, not caused by Tenant's particular use thereof, is expressly assumed by Landlord. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall not be required to construct or pay the cost of complying with any requirements resulting from Laws requiring construction of improvements in the Demised Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated solely because of Tenant's particular use of the Demised Premises. The term "Laws" shall mean all laws, statutes, governmental ordinances, rules and regulations and orders with respect to the use and occupancy of the Demised Premises of any municipal, county, state, federal, or other government agency or authority have jurisdiction over the parties to this Lease or the Demised Premises, or both, in effect either at the Effective Date of this Lease or any time during the Term. B. Landlord represents and warrants that at the commencement of the Term, the Demised Premises shall conform to .all requirements of encumbrances to Landlord's title, and all Laws applicable thereto.

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13. DAMAGE TO DEMISED PREMISES, Section 8.2 of the CORE Agreement is incorporated in this Lease by reference and shall govern issues of damage to the Demised Premises.. 14. ALTERATIONS. Tenant agrees not to make any structural alterations or additions to the Demised Premises without first obtaining the Landlord's written consent, which consent shall not be unreasonably withheld. 15. MECHANICS LIENS. Tenant shall not allow, and Landlord shall not be responsible for, any mechanics liens filed against the Demised Premises arising from work performed, or materials supplied to the Demised Premises by Tenant or Tenant's agents, employees, contractors, subcontractors or materialmen. 16. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT. Tenant covenants that the Demised Premises will at all times, at Tenant's sole cost and expense, conform to the applicable provisions of the Americans with Disabilities Act of 1990 ("ADA") (pub. L 101-36), and the ADA Accessibility Guidelines for Buildings and facilities as issued and amended by the U.S. Architectural and Transportation Barriers Compliance Board (56 F.R. 35455 et. seq.). Provided however, that changes, improvements or installations that would be considered capital in nature and not operational shall be paid by Landlord. By way of example, a change in the width of parking spaces or the number of handicap accessible spaces would be operational and the responsibility of Tenant, but the addition of ramps or changes in the width of doorways would be capital in nature and the responsibility of Landlord. 17. CONDEMNATION. In the event the Demised Premises are taken in Condemnation Proceedings, Tenant may cancel the Lease without further liability to Landlord. In the event any part of the Demised Premises, including all or part of rights-of-way adjoining the Demised Premises, or approaches to the Demised Premises, are taken in Condemnation Proceedings so that in the reasonable business judgment of Tenant the Demised Premises remaining would be unsatisfactory for Tenant's business operation, Tenant may cancel this Lease or, at its option, retain that portion of the Demised Premises not taken. In the event Tenant retains the Demised Premises, Landlord will promptly and with due diligence restore the remaining premises to proper tenantable condition. Until the Demised Premises are restored to proper tenantable condition rent shall abate. Thereafter, rent shall be reduced in proportion to the amount of land and building area lost, or, if Tenant shall elect, in proportion to the effect of the loss of such area on Tenant's business. In the event that the laws governing the Condemnation Proceedings provide separate compensation/benefits for lessees, Tenant shall be entitled to such compensation and/or benefits provided that it does not diminish any award or right to which Landlord is entitled. For purposes of this Lease, the term "Condemnation Proceedings" shall mean a governmental taking of all or any part of the Demised Premises, and shall include conveyances and grants made in anticipation of or in lieu of Condemnation Proceedings. 18. TENANT'S DEFAULT. If Tenant defaults in the performance of any obligation under this Lease, Landlord shall give notice to Tenant specifying the nature ofthe default.

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A. If Tenant does not, within thirty (30) days after receipt of the notice, cure the default, or, if the default is of a nature that it cannot reasonably be cured within a period of thirty (30) days, and Tenant does not commence the cure within the thirty (30) day period and proceed thereafter with reasonable diligence and in good faith to cure the default, then after the expiration of the thirty (30) day period Landlord shall have the right to pursue its legal remedies. B. If Tenant does not, within fifteen (15) days after receipt of the notice, cure a default in the payment of rent or other charges properly due to Landlord, then after the expiration of the fifteen (15) day period Landlord shall give a second notice to Tenant, and if Tenant does not, within five (5) days after receipt of the second notice, cure the default, then after the expiration of the second five (5) day period Landlord shall have the right to pursue its legal remedies. 19. LANDLORD'S DEFAULT. If Landlord shall be in default hereunder, Tenant, after thirty (30) days notice that Tenant intends to cure the default (or without notice if in Tenant's reasonable judgment an emergency shali exist), Tenant shall have the right, but not the obligation, to cure the default, and Landlord shall pay to Tenant upon demand the cost thereof within ten (10) days. If Landlord does not make such payments to Tenant within ten (10) days, Tenant may offset the amount due from Landlord against any payments for rent or other payments due Landlord, if any, and pursue its legal remedies. Except when in Tenant's reasonable judgment an emergency shall exist, Tenant shall not commence to cure any' default of a nature that could not reasonably be cured within a period of thirty (30) days, provided Landlord shall have commenced to cure the default within the cure period and so long as Landlord proceeds with reasonable diligence and in good faith to cure the default. 20. MUTUAL WAIVER OF SUBROGATION RIGHTS. Landlord and Tenant and all parties claiming under them mutually waive, release and discharge each other from all rights of recovery, causes of action, claims and liabilities arising from or caused by any cause, casualty or hazard covered or required hereunder to be covered in whole or in part by insurance on the Demised Premises and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof. The foregoing waiver shall apply regardless of the cause or origin of the claim, including but not limited to, the negligence of a party or that party's agents, officers, employees or contractors. Each party to the extent possible shall obtain, for each policy of insurance, provisions permitting waiver of any claim against the other party for loss or damage within the scope of the insurance and each party to the extent permitted, for itself and its insurer, waives all such insured claims against the other party. 21. QUIET POSSESSION. Landlord covenants that it will put Tenant into complete and exclusive possession of the Demised Premises, free from all orders, restrictions and notices of any public or quasi-public authority, and that if Tenant shall pay the rental and perform all the covenants and provisions of this Lease to be performed by Tenant, the Tenant shall, during the Term, freely, peaceably and quietly occupy and enjoy the full possession of the Demised Premises, and the tenements and appurtenances thereto belonging, and the rights and privileges granted without hindrance. In addition, Landlord agrees to indemnify, defend, and hold Tenant harmless from any and all claims seeking to prevent Tenant from quiet and complete possession of the Demised Premises. If at any time during the term demised the title of the Landlord shall

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fail or for any reason it shall appear that Landlord is unable to make this Lease for the term on the conditions set forth, the Tenant shall, in addition to all remedies available at law or in equity, have the right at Landlord's .expense to correct any default and offset such amount against rent, or terminate this Lease. 22. RENT PAYMENT. Tenant shall make rent checks payable to Augusta, Georgia, and mail them to the address set forth in paragraph 31 or as otherwise directed by Landlord. 23. TENANT'S BUSINESS OPERATION. Landlord and Tenant agree that nothing in this Lease shall be construed to imply that Tenant is required to conduct its business in any particular manner or for any specified number of hours per day or week, or to limit the number of hours per day or week that Tenant may operate in the Demised Premises, or as creating an implied or expressed obligation upon Tenant to continuously occupy or operate a business in the Demised Premises. 24. SURRENDER OF DEMISED PREMISES. Upon the expiration of this Lease, Tenant shall peaceably surrender the Demised Premises to Landlord in the same condition in which they were received from Landlord at the commencement of this Lease, except: (i) as altered as permitted or required by this Lease; (ii) for repairs, replacements and maintenance required to be performed by Landlord; (iii) for items covered by Landlord's insurance; and (iv) except for ordinary wear and tear. This Section 24 shall not apply to cancellation or termination of this Lease pursuant to Section 13, DAMAGE TO DEMISED PREMISES, or pursuant to Section 18, CONDEMNATION, pursuant to which-Tenant shall have no obligation or liability to Landlord. Tenant shall remove its property from the Premises within a reasonable time after the Lease expiration (not to exceed thirty (30) days), without additional rent obligation. 25. LANDLORD'S CONSENTS AND APPROVALS. Whenever it is stated in this Lease that Landlord's consent or approval is required, Landlord agrees that such consent or approval will not be unreasonably withheld or delayed. If, in any instance, Landlord refuses to , grant its consent or approval, Landlord agrees to simultaneously give Tenant written notice of the reason(s) for such refusal. If Landlord's consent or approval is not given or refused within ten (10) days after Tenant's written request therefore, such consent or approval shall be deemed automatically granted. 26. ATTORNEYS' FEES. If either party commences an action against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorneys' fees and costs of suit, including, but not limited to, fees and costs of appeal. 27. RECORDING. In Lease, the parties agree to execute number of renewal option periods and any other terms and conditions the event either party desires to record the existence of this a Memorandum of Lease setting forth the Operating Term, and length, if any, the description of the Demised Premises, of the Lease the parties wish to make of public record.

28. NO WAIVER. The failure of the Landlord or Tenant to insist upon the strict performance of this Lease, or the failure of Landlord or Tenant to exercise any right, option or remedy contained in this Lease shall not be construed as a waiver for the future of any such

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provision, right, option, or remedy, or as a waiver of any subsequent breach. No provision of this Lease shall be deemed to have been waived unless such waiver shall be in writing signed by the party to be charged. 29. TRUE LEASE. This Lease is intended as, and shall constitute, an agreement of lease, and nothing herein shall be construed as conveying to the Tenant any right, title or interest in or to the Demised Premises nor to any remainder or reversionary estates in the Demised Premises held by any person, except, in each instance, as a Tenant. Under no circumstances shall this Lease be regarded as an assignment of all of Landlord's interests in and to the Demised Premises. Instead Landlord and Tenant shall have the relationship between them of Landlord and Tenant, pursuant to the provisions of this Lease. 30. HOLD OVER. Any holding over by Tenant beyond the original term of this Lease shall be on the same terms and conditions as contained herein, and shall be a periodic tenancy terminable by either party upon thirty (30) days prior written notice to the other party. 31. NOTICES. All notices required under this Lease shall be given and deemed to have been properly served if delivered in writing personally, by certified mail, or by a nationally recognized overnight carrier with signed proof of delivery to: In case of the Landlord to: Augusta-Richmond County City County Municipal Building 530 Greene Street Augusta, Georgia 30901 Attn: City Administrator In the case of Tenant to: Augusta Riverfront, LLC Onel OthStreet, Riverfront Center Suite 340 Augusta, Georgia 30901 Attn:Mr.PauIS.Silnon With a copy to: Augusta-Richmond County Legal Department 530 Greene Street Augusta, Georgia 30901 Attn: General Counsel With a copy to: Hull Barrett, PC 801 Broad Street, 7th Floor Augusta, Georgia 30901 Attn: Rand Hanna

or such other place or places as either of them may designate in writing to the other from time to time in accordance with the provisions of this Section. Date of service of a notice served by mail shall be the date on which such notice is received by the addressee. Date of service by any other. method shall be the date of receipt. 32. ESTOPPEL CERTIFICATES. Upon the reasonable request of either party, Landlord and Tenant agree to execute and deliver to the other within ten (10) business days after receipt of the request, a written instrument, (a) certifying that this Lease has not been modified and is in full force and effect or, if there has been a modification of this Lease, that this Lease is in full force and effect as modified, stating such modifications; (b) stating that the fixed monthly rent has not been paid more than thirty (30) days in advance, or if so, the date to which it has been paid; (c) stating whether or not, to the knowledge of the party executing the instrument, the

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other party hereto is in default and, if the party is in default, stating the nature of the default; and (d) stating the date of this Lease. 33. SUBORDINATION, NON-DiSTURBANCE AND ATTORNMENT. Tenant agrees that this Lease shall, at Landlord's request, be subject and subordinate to any first mortgage or deed of trust hereafter placed upon the Demised Premises upon the condition that the mortgagee or holder of a deed of trust enter into a Subordination, Non-Disturbance and Attornment Agreement in a form mutually acceptable to Landlord, Tenant and the mortgagee or holder. 34. TENANT PROPERTY. All Tenant's personal property, furniture, furnishings, signs, equipment, machinery, trade fixtures and trade uses located at the Demised Premises shall remain the property of Tenant and may be removed from the Demised Premises at any time. Landlord shall have no lien or other interest whatsoever in any such items and within ten (10) days following Tenant's request, Landlord shall execute documents in reasonable form to evidence Landlord's waiver of any right, title, lien, or interest in or to same. 35. INVALIDITY OF CERTAIN PROVISIONS. If any provisions of this Lease shall be invalid or unenforceable, the remainder of the provisions of this Lease shall not be affected and every other provision of this Lease shall be enforceable to the fullest extent permitted bylaw. 36. FORCE MAJEURE. If either party shall be prevented or delayed from punctually performing any obligation or satisfying any condition under this Lease by: (a) any strike, lockout, or labor dispute not caused by the negligence non-performing party or breach of a labor contract by the non-performing party; (b) the inability to obtain labor or materials not resulting in any way from the negligence or any act or omission of the non-performing party; (c) and Act of God; (d) governmental restrictions; regulations or controls not existing as of the date of this Lease; (e), enemy or hostile governmental action; (f) civil commotion, insurrection, sabotage, fire or other casualty not resulting from the non-performing party's negligence or other actions; or, (g) any other condition beyond the reasonable control of the responsible party, then the time to perform the obligation or satisfy the condition shall be extended for a period of time equal in length to the length of the event. 37. GOVERNING LAW. This Lease shall be construed in accordance with the laws of the state Georgia, with venue being in Augusta-Richmond County, Georgia without giving regard to its conflict of laws. 38. SUBMISSION TO VENUE AND JURISDICTION. Any legal action or proceeding with respect to this Lease shall be brought in the appropriate federal or state court located in the state where the Demised Premises are located. By execution and delivery each party hereto accepts for itself and in respect of its property, generally and the jurisdiction of the above-reference courts. 39. CAPTIONS. All captions and headings are for convenience of reference only and in no way shall be used to construe or modify the provisions set forth in this Lease.

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40. ENTIRE AGREEMENT. This Lease, its attachments, any duly executed amendments, the documents incorporated into the Lease by reference, any written agreements which are duly executed pursuant to the terms and provisions of this Lease, if any, and the CORE Agreement contain the entire agreement between the parties and there are no covenants, express or implied except as contained herein. No statement, promise or inducement made by either party or agent of either party that is not contained in this written agreement shall be valid or binding. No waiver of any condition or covenant of this Lease by either party shall be deemed to imply or constitute a further waiver of the same or any other condition or covenant of the Lease. During the term of this Lease, Article VI of the CORE Agreement shall be suspended, but said Article VI shall revive and remain in full force and effect upon any expiration of this Lease. 41. BINDING EFFECT. This Lease, as of the Effective Date, shall bind and inure to the benefit of the parties hereto, their heirs, successors, executors, administrators, and assigns. [EXECUTION ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Lease under seal in multiple counterparts, each of original document, on the day and year first above written.

Signed, sealed and delivered in the presence of:

Augusta, Georgia By: Its Mayor _

Unofficial Witness

Attest: Its Clerk of Commission

_

Notary Public (Seal) (Notary Seal) Signed, sealed and delivered in the presence of: Augusta Riverfront, LLC, a Georgia limited liability company By: Unofficial Witness Paul S. Simon As its President (Seal) _

Notary Public (Notary Seal)

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