Common use of Contingencies Clause in Contracts

Contingencies. (a) Lessee shall be entitled to terminate this Agreement, and to have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “Lessee’s Contingencies”): (i) Lessee shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). (iii) Lessee shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises. (b) The Existing Interest Holders shall be entitled to terminate this Agreement if, on or before the date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of this Agreement, which the County and the Town shall pursue expeditiously and in good faith.

Contingencies. (a) Lessee shall be entitled ▇▇▇▇▇ acknowledges and agrees that prior to terminate the Effective Datethe Manlius Town Board has adopted a resolution authorizing the acquisition of the Property on the terms specified in this Agreement, subject by New York Town Law to a permissive referendum vote on petition. This Agreement and to have the Initial Assignment Fee returned to itBuyer’s obligations hereunder, if shall be expressly contingent upon the satisfaction by ▇▇▇▇▇ at its sole cost or expense and in its sole and absolute discretion of the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “Lessee’s Contingencies”):contingencies: (i) Lessee shall have The review and approval by Buyer of any title report obtained all necessary municipal and/or governmental approvalsby ▇▇▇▇▇; (ii) The issuance of bonds by ▇▇▇▇▇ in the amount of the Purchase Price; (iii) If the Buyer receives a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, including required zoning changes or variances, consistent that any such election is taken and sufficient votes are obtained approving Buyer to proceed with the Closing of the Property pursuant to the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project of this Agreement; and (iv) This Agreement is contingent on the Premises. Lessee shall commence work Buyer, on all approvals or before ninety (90) days from the Effective Date of this Agreement (the “Investigatory Date”) and at the Buyer’s sole cost and expense, conducting or having conducted on its behalf such non-invasive investigation or investigations as to the Property and Buyer’s intended use of the Property as Buyer may desire, whether such be for the Projectcondition of the Property or any buildings on the Property, environmental, and/or flood zone conditions (“Investigation”). Seller will reasonably cooperate with Buyer and will provide to Buyer such additional information concerning the Property as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, Buyer may reasonably request to the maximum extent possiblesuch information is readily available to and in Seller's possession or control. In the event any part of such Investigation does not meet ▇▇▇▇▇'s sole approval for any or no reason, then Buyer may, at Buyer's sole option, deem this Contract null and void, in obtaining all permits which event neither party shall have any further rights, obligations or liabilities against or to the other, hereunder or otherwise, except the Deposit shall be refunded in full to the Buyer. In the event the Buyer does not exercise Buyer’s right to deem this Contract null and approvals (including without limitation site plan approvalvoid by providing written notice of such to Seller by the Investigatory Date, variances, zoning changes then Buyer shall automatically be deemed to have waived any and all required SEQRA actionsrights Buyer may have pursuant to this subparagraph (iv). ▇▇▇▇▇, provided that at ▇▇▇▇▇’s sole election, may waive any part or all of the Existing Interest Holders shall not be required to incur Investigation at any expense in connection with same.) time on or before ninety (ii90) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). (iii) Lessee shall have obtained days from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the PremisesInvestigatory Date. (b) The Existing Interest Holders ▇▇▇▇▇ shall be entitled have the right to enter upon the Property from and after the execution of this Agreement by both parties upon reasonable advance notice to Seller for the purpose of conducting the non-invasive tests and studies described herein, and ▇▇▇▇▇ agrees to restore any damage to the Property resulting from the conduct of such tests and/or studies. ▇▇▇▇▇ agrees to indemnify and hold the Seller harmless from any and all liability arising from its entry upon the Property to conduct such tests and/or studies. Seller shall have the right to have a representative present during ▇▇▇▇▇’s inspections. Prior to entry upon the Property by an agent, representative, employee, or contractor of Buyer (each, a “Representative”), Buyer shall provide to Seller reasonable proof that such Representative carries public liability insurance in commercially reasonable amounts. (c) ▇▇▇▇▇▇ agrees to cooperate in all reasonable respects, and at no cost to Seller, with ▇▇▇▇▇ in assisting Buyer to satisfy the above contingencies. Buyer shall have an initial period of ninety (90) days after the Effective Date (the “Due Diligence Period”) to satisfy all contingencies. If at any time prior to expiration of such period Buyer notifies Seller in writing that it is unable to satisfy any of the contingencies set forth in this Paragraph 4, or if Buyer has not satisfied or waived all the contingencies set forth in this Paragraph 4 by written notice to Seller prior to the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement ifby written notice to Seller, in which event this Agreement shall automatically cease and terminate, and the Deposit shall be promptly refunded to Buyer. If on or before the expiration of the Due Diligence Period Buyer has satisfied or waived the contingencies by written notice to Seller, then this Agreement shall continue in full force and effect and neither party shall have any further rights to terminate this Agreement with respect to the contingencies. Furthermore, if at any time prior to the expiration of the Due Diligence Period Buyer notifies Seller in writing that ▇▇▇▇▇ has received a petition signed and filed by the appropriate number of registered voters of the Buyer requiring that a special election be held on the approval of the acquisition of the Property pursuant to Section 91 of the New York Town Law, Seller has the sole discretion to extend the Due Diligence Period by an additional sixty (60) days from the date of Seller’s written notice for the Construction Closing, sole purpose of holding such special election and obtaining the County Board of Legislators and/or necessary voters’ approval. It is understood that the Town Council fail to enact legislation authorizing the execution of this Agreement, which the County contingencies set forth herein are for ▇▇▇▇▇’s benefit and the Town shall pursue expeditiously and in good faithmay be waived by Buyer at any time.

Contingencies. This Agreement is contingent upon the following events, if any: Sections 8, 10, 13 and 14 herein, and, Seller’s receipt and approval of the Environmental Assessment at a minimum in conformance with Seller’s Minimum Sampling Requirements, attached hereto as Exhibit B. Seller’s receipt and approval of Buyer’s Soil Management Plan and Capping Plan as outlined in Exhibit B. Seller filing application for being successful in acquiring authority from the Surface Transportation Board (aSTB) Lessee to abandon railroad operations over the premises; Buyer must file a Notice Of Interim Trail Use (▇▇▇▇) with the STB and shall pay the cost thereof estimated to be entitled $50,000, but should the cost exceed $50,000, the Town shall have the right to terminate this AgreementAgreement and to return of the Deposit; Buyer shall have received approval from the Maryland Department of the Environment (“MDE”) as an Inculpable Person pursuant to Md. Code ▇▇▇., Environment §7-505; Buyer shall have submitted an application for participation in the Maryland Voluntary Cleanup Program (“VCP”) and MDE shall only have requested additional sampling pursuant to the VCP which is reasonably acceptable to Buyer and Seller, and to have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “Lessee’s Contingencies”): (i) Lessee Buyer shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, completed such sampling; The results of additional environmental testing requested by MDE as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, provided in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders Section 5.1(g) shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). (iii) Lessee shall have obtained require material change from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that Buyer's current Capping Plan such as a change requiring removal of soils. If such results require material changes, the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises. (b) The Existing Interest Holders Town shall be entitled to terminate this Agreement if, on or before the date and shall be entitled to return of the Construction Closing, Deposit; MDE shall have approved the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of this Agreement, which the County Capping Plan; and the The Town shall pursue expeditiously and in good faithhave obtained grant money for the entirety of the Purchase Price.

Contingencies. (a) Lessee shall be entitled to terminate this This Agreement, and to have Purchaser's obligations hereunder, is expressly conditioned upon satisfaction within the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before period beginning with the date of execution of this Agreement and ending on the Construction Closing date which is sixty (collectively, “Lessee’s Contingencies”):60) days after the execution of this Agreement ("Inspection Period") of each and every one of the following conditions in a mariner satisfactory to Purchaser in its sole discretion: (i) Lessee shall have obtained all necessary municipal That the Property be zoned by the City of Cincinnati, Hami▇▇▇▇ ▇▇▇nty, Ohio and/or any other governmental approvals, including required zoning changes or variances, consistent with entity having jurisdiction over the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals Property for the Projectoperation of an office, as chronologically appropriatemanufacturing and showroom facility, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with sameother associated improvements.) (ii) Lessee That Purchaser shall have obtained construction determine to its satisfaction that utilities for water service, telephone service, and permanent financing including without limitationelectric service and/or gas service sufficient to service Purchaser's proposed use of the Property as set forth herein are installed at the property line and, equity financing through the sale of low-income housing tax creditsin fact, tax-exempt bonds, grants and below-market loans, as are available and appropriate, sufficient may be tapped into or connected into at the property line and that such utilities may be extended into the Property and that the cost of such utilities to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion)Leased Premises on a continuing basis is acceptable to Purchaser. (iii) Lessee That Purchaser shall have obtained from determine to its satisfaction that sanitary sewers sufficient to service Purchaser's proposed use of the Existing Interest Holders Property as set forth herein are available at the property line or are available off the Property but may be extended to the property line, and that such sanitary sewers may be tapped into or connected into and may be extended into the Property, and that Purchaser shall acquire or determine that it can acquire such easements as may be necessary to accomplish the same. (and/or third partiesiv) all easements necessary or appropriate That Purchaser obtain financing to ensure that purchase the LesseeProperty on terms and conditions satisfactory to Purchaser. (v) That Purchaser, at the commencement Purchaser's expense obtain a title exam and survey of the Property, the results of which are satisfactory to Purchaser. (vi) That Purchaser and Seller enter a Lease Term, has ingress in which Seller agrees to and egress from the Premises, and such other such rights over the land lease back certain parts of the Existing Interest Holders or others Property on terms and conditions set forth in the Lease, a copy of which are reasonably required or appropriate for is attached hereto as Exhibit C, simultaneously with the developmentclosing on the Property. The terms of such Lease shall include, rehabilitation and operation of but not be limited to the Project at the Premises.following: (a) Rent shall be $2.00 per square foot per annum; (b) The Existing Interest Holders shall be entitled to terminate this Agreement if, on or before the date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing Within 25 days after the execution of this Agreement, Seller shall inform Purchaser of its need for space in Buildings other than #10A, l0B, 11, 12, 13, 16, 17, 18, 19, 21, and other than 8,000 square feet of office space on the third floor as specified by Purchaser. Seller may request common access to the dock door at the end of Building #8. (c) Within 25 days after the execution of this Agreement, Seller shall inform Purchaser of a proposed term for the Lease. (vii) That Purchaser, at Purchaser's expense, inspect or cause to be inspected the Property and all improvements thereon, including but not limited to the structural integrity thereof, the roof, heating, ventilating, air conditioning, plumbing and electrical systems and fixtures, the results of which are satisfactory to Purchaser. (b) If the County foregoing conditions in this Paragraph 5 are not satisfied or waived by Purchaser on or before the expiration of the Inspection Period, then Purchaser shall notify Seller in writing of such condition and Seller shall have ten business days to determine whether or not Seller desires to remedy such condition(s). In the Town event Seller elects to remedy such condition(s), Seller shall pursue expeditiously complete such remedy within 20 business days of receiving notice from Purchaser of the unacceptable condition(s). In the event that Seller elects not to remedy the condition(s) or in the event such condition(s) is not remedied within the aforesaid 20 business day period, Purchaser shall have the option to terminate the Agreement. In the event Purchaser elects to terminate this Agreement, the earn▇▇▇ ▇▇▇ey deposit shall be immediately refunded to Purchaser and thereupon this Agreement shall be null and void and both parties shall be relieved of all further obligation or liability hereunder. If Purchaser fails to terminate this Agreement on or before twenty-five (25) business days after the end of the Inspection Period, the contingencies contained in good faith.this paragraph shall be deemed waived

Contingencies. It is a condition precedent to Buyer's obligation to close the purchase of the Property pursuant to this Contract that each of the following contingencies must be satisfied: (a) Lessee shall final approval from the City of Raleigh of Buyer's master plan for the development of the Property with such plan to be entitled approved by mutual agreement of Buyer and Seller prior to terminate the end of the Feasibility Period. Seller agrees to cooperate with Buyer, at no cost to Seller, in Buyer's efforts to obtain approval of the modified plan, including, without limitation, executing any documents required by the City of Raleigh to be signed by the owner of the Property; (b) final approval from the City of Raleigh of Buyer's site plan for Phase I of the project, such Phase to be designated by mutual agreement of Buyer and Seller prior to Closing; (c) final approval from all necessary governmental entities for the construction of a golf course on a portion of the Property; (d) final approval by all appropriate 8overnmental entities of Buyer's plan to provide sanitary sewer service as required to service the entire development; (e) final approval by all appropriate governmental entities of Buyer's plan to provide a water distribution system to service the entire development; (f) final approval of all appropriate governmental entities of Buyer's plan to provide a storm water discharge system to service the entire development; (g) approval of all appropriate private and governmental entities of Buyer's plan to provide underground telephone, cable television, electric power and, if applicable, natural gas to service the entire development; (h) Buyers receipt of financing for its entire plan of development at a rate of not more than the prime rate of interest charged by Central Carolina Bank and Trust Company plus one percent (1%); and (i) No moratorium or limitation has been imposed by any governmental entity with jurisdiction over the Property regarding development of the Property, provision of sanitary sewer or water service to the Property, or issuance of building permits or certificates of occupancy, nor has any governmental entity imposed new or additional fees not in existence as of the date of this AgreementContract which, and in the opinion of the Buyer, adversely impact Buyer's proposed development of the Property. If, Buyer is unable, despite its good faith efforts, to have the Initial Assignment Fee returned to it, if the following contingencies haven’t been set forth in subparagraphs (a) through (h) satisfied on or before the date July 31, 1999, or if there exists on July 31, 1999, a moratorium or limitation in contravention of the Construction Closing (collectivelyParagraph 8(1) hereof, “Lessee’s Contingencies”): Buyer may, at its option: (i) Lessee shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with waive in writing any unsatisfied contingency and close the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate purchase of the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) Property; (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient terminate this Contract with all ea▇▇▇▇▇ ▇oney being paid to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). Seller; or (iii) Lessee shall have obtained from extend the Existing Interest Holders Closing date by up to three (and/or third parties3) all easements necessary one-month consecutive periods to allow Buyer additional time to satisfy the contingencies, provided, that, each time, Buyer must notify Seller in writing of Buyer's need to extend prior to July 21, 1999 or appropriate to ensure that the Lessee, at the commencement expiration of the Lease Term, has ingress to and egress from previous expiration period as the Premisescase may be, and with each such other such rights over written 1-month extension notice, Buyer shall pay directly to Seller a nonrefundable extension fee of $76,562.00 which extension fee shall belong to Seller. Each extension fee paid shall apply toward the land purchase price. If after the extensions, the contingencies still have not been completed or met, then Buyer may either: (i) waive in writing any unsatisfied contingency and close the purchase of the Existing Interest Holders Property; or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises. (bii) The Existing Interest Holders shall be entitled to terminate this Agreement ifContract, on or before the date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of this Agreement, which the County with Seller keeping all ea▇▇▇▇▇ ▇oney and the Town shall pursue expeditiously and in good faithextension monies previously paid.

Contingencies. It is specifically understood and agreed that this Lease is subject to and contingent upon each of the following contingencies and conditions (hereinafter individually “Contingency” and collectively “Contingencies”), any and all of which may be waived in whole, or in part, by Lessee, and to the extent a Contingency is within the exclusive control of the Lessee, Lessee agrees to use its best efforts to satisfy said Contingency. If any of the following Contingencies have not been satisfied by Lessor or Lessee (as applicable) or waived by Lessee within two hundred ten (210) days after the Effective Date (the “Contingency Period”), then, thereafter, either party may elect to terminate this Lease by providing written notice of such termination to the other party, provided, however, such election is made within thirty (30) days of the expiration of the Contingency Period. In the event of termination as aforesaid, there shall be no further liability or obligations on part of either party to the other under this Lease. The aforesaid Contingencies are as follows: (a) Lessee shall be entitled to terminate this AgreementThat Lessee, and to have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “at Lessee’s Contingencies”): (i) Lessee shall have obtained expense, obtain all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all applicable permits and approvals (including without limitation site plan approvalunder the zoning and building regulations, variancesdevelopment ordinances, zoning changes subdivision ordinances, codes, statutes, laws and directive of the Village of Malvern, County of ▇▇▇▇▇▇▇, the State of Ohio, and all required SEQRA actionsother authorities having jurisdiction (hereinafter “Governmental Approvals”), provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by will allow the Lessee (in to obtain all of its sole discretion). (iii) Lessee shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate permits to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for proceed with the development, rehabilitation use and operation occupancy of the Project at the PremisesDemised Premises for a full service bank branch. (b) The Existing Interest Holders shall That Lessor obtains highway occupancy approval(s) for access to the Demised Premises in the location as substantially depicted on the attached Exhibit “A” and any off-site traffic improvements required by such approvals are financially acceptable to Lessee; (c) That Lessor confirm that all public, quasi-public or private utilities for water, sewer, telephone, gas, and electric are available (as to capacity and availability) to the Demised Premises and that any extension or relocation of utilities that may be entitled required are financially acceptable to terminate this Agreement if, on or before the date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of this Agreement, which the County and the Town shall pursue expeditiously and in good faithLessee.

Contingencies. (a) Lessee shall be entitled Provisions to terminate this Agreementthe contrary herein notwithstanding, and to have performance by the Initial Assignment Fee returned to it, if Purchaser is contingent upon satisfaction of all of the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “Lessee’s Contingencies”):conditions: (iA) Lessee shall have obtained Purchaser obtaining all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with classifications and variances and the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on issuance of all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all necessary permits and approvals (including without limitation site plan approval, to allow construction and operation upon the Property of Purchaser's proposed development. Seller agrees to reasonably cooperate with and to assist Purchaser in applying for such variances, zoning changes permits and all required SEQRA actionsapprovals, provided that the Existing Interest Holders but Seller shall not be required under this Agreement to incur grant or agree to any such variances, permits, or approvals. Seller will make available to Purchaser at no additional cost or expense to Purchaser any and all plats, maps, documents and other materials now in Seller's possession which may aid and assist Purchaser in applying for all necessary zoning and other permits subject to and pursuant to this Agreement. (B) Purchaser satisfying itself that the Property has or can be provided with, at reasonable cost of installation, storm sewer or surface drainage (including retention ponds), sanitary sewer, water, electrical, telephone and gas service in sufficient capacities and quantities to provide for the proposed development of the Property by the Purchaser. It shall be at Purchaser's sole discretion, in good faith, as to whether the Property has or can have the above utilities in sufficient capacities and quantities or whether said utilities can be provided to the Property at reasonable costs of installation. (C) Purchaser obtaining geotechnical reports, based upon soil borings and tests, which disclose soil conditions satisfactory to Purchaser for the proposed development of the Property. Purchaser, at its sole expense, agrees to repair any damage to the Property caused by any inspections commissioned by ▇▇▇▇▇▇▇▇▇ and to defend, indemnify, and hold harmless Seller against any and all claims, assertions, lawsuits, costs, expenses, and liabilities (including reasonable attorneys' fees) which may arise from any actions or occurrences in connection with samethe performance of such inspections. However, the forgoing indemnity shall not apply with respect to any claims, damages, liabilities or expenses arising out of the mere discovery by Purchaser, any pre-existing conditions, or any acts or omissions of Seller, its agents, employees, contractors, officers or invitees. Purchaser's obligations under this paragraph shall survive any termination of this Agreement.) (iiD) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient Purchaser obtaining from appropriate authorities permission to develop, rehabilitate erect and operate advertising and informational signs on the Project Property that comply with and are maintained in accordance with the Code of the City of Lawrence, Kansas, 2015 Ed. and amendments thereto, as Purchaser deems appropriate, the same to be to the satisfaction of Purchaser. Seller shall not be required under this Agreement to grant or agree to any advertising or informational signs on the Property. (E) Purchaser obtaining from appropriate authorities access to the Property off ▇'▇▇▇▇▇▇▇ Road and Venture Park Drive. Such access must be satisfactory to Purchaser at its sole discretion and must coincide with Purchaser's development of the Property. (F) Purchaser obtaining, in accordance with the provisions of Section 7 of this Agreement, at Purchaser's sole cost and operating budgets prepared expense, a current ALTA/ACSM boundary and topographical surveys of the Property, which disclose conditions satisfactory to Purchaser for its development of the Property. Purchaser, at its sole expense, agrees to repair any damage to the Property caused by any survey work commissioned by ▇▇▇▇▇▇▇▇▇, and to defend, indemnify, and hold harmless Seller against any and all claims, assertions, lawsuits, costs, expenses, and liabilities (including reasonable attorneys' fees) which may arise from any actions or occurrences in connection with the Lessee performance of such survey work. However, the forgoing indemnity shall not apply with respect to any claims, damages, liabilities or expenses arising out of the mere discovery by Purchaser, any pre-existing conditions, or any acts or omissions of Seller, its agents, employees, contractors, officers or invitees. (G) Purchaser inspecting the environmental condition of the Property prior to Closing (defined below), including the right to conduct environmental, habitat, wetlands and archeological assessments, review the Consent Order and RCRA Permit (defined in Section 6),and other studies on the Property, and finding the results of those studies acceptable to Purchaser in its sole discretion). Purchaser, at its sole expense, agrees to repair any damage to the Property caused by any inspections commissioned by ▇▇▇▇▇▇▇▇▇ and to defend, indemnify, and hold harmless Seller against any and all claims, assertions, lawsuits, costs, expenses, and liabilities (including reasonable attorneys' fees) which may arise from any actions or occurrences in connection with the performance of such inspections or assessments. However, the forgoing indemnity shall not apply with respect to any claims, damages, liabilities or expenses arising out of the mere discovery by Purchaser, any pre-existing conditions, or any acts or omissions of Seller, its agents, employees, contractors, officers or invitees. Purchaser's obligations under this paragraph shall survive any termination of this Agreement. (iiiH) Lessee shall have obtained Seller obtaining all necessary approvals for a legal subdivision of the Property from county, local and state authorities to subdivide Property in accordance with Purchaser's development plans. Any such subdivision must be conditionally effective so as to be effective only upon Closing. (I) Seller obtaining agreements for the Existing Interest Holders (relocation, release, termination and/or third parties) all extinguishment of such utilities, rights-of-way, easements, restrictions, and proposed easements necessary across the Property, as disclosed by the title insurance report or appropriate surveys, which in Purchaser's sole opinion, must be relocated, released, modified, terminated and/or extinguished in order to ensure that permit Purchaser to develop the LesseeProperty as a manufacturing and distribution center. Purchaser may, at the commencement of the Lease Term, has ingress to and egress from the Premisesits sole option, and such other such rights over at its own expense, enter into agreements to relocate or remove any existing utilities, rights-of-way, easements, restrictions, and proposed easements to be effective after the land date of the Existing Interest Holders or others which are reasonably Closing, but Purchaser shall not be required or appropriate obligated to do so. Seller shall not be required under this Agreement to grant or agree to any utility relocations, releases, terminations, or extinguishments. (J) Purchaser securing from all applicable governmental entities incentive agreements or commitments in such amounts and terms acceptable to Purchaser in Purchaser's sole discretion and opinion as deemed necessary by Purchaser for the viability of its proposed development. (K) The Parties executing, rehabilitation at or prior to Closing, a "Development Agreement" establishing, among other things, minimum elements and requirements for Purchaser's use and operation of the Project at the Premises. (b) The Existing Interest Holders shall be entitled to terminate this Agreement if, on or before the date of the Construction Property post-Closing, the County Board availability of Legislators and/or public incentives, and the Town Council fail requirements of Purchaser in order to enact legislation authorizing be eligible for such incentives. Seller shall not be required under this Agreement to grant or agree to any governmental approvals, incentives, or the execution Development Agreement. Further, such Development Agreement shall: (i) identify the Parties' respective infrastructure construction obligations; and (ii) memorialize any utility service agreements required for Purchaser's intended development of the Property. The contingencies enumerated above are for Purchaser's benefit only and the non-occurrence of a state of facts sufficient to satisfy any of the contingencies above may not be used or pleaded by Seller as a defense to the enforceability of this Agreement, which the County and the Town shall pursue expeditiously and in good faith.

Contingencies. (a) Lessee shall be entitled Notwithstanding anything contained herein to terminate this Agreementthe contrary, and Purchaser's obligation to have close hereunder is contingent upon the Initial Assignment Fee returned to it, if satisfaction of each of the following contingencies haven’t been satisfied on or before the date conditions, any of the Construction Closing (collectively, “Lessee’s Contingencies”):which may be waived by Purchaser: (i) Lessee shall have obtained This Agreement and the development and occupancy of the Premises by Purchaser as described herein, has been approved by certain regulatory agencies from whom Purchaser is required to seek approval being the Commonwealth of Pennsylvania Department of Banking and the Federal Reserve Board. (ii) The approval, without the imposition of any additional conditions, by all necessary municipal and/or governmental approvalsrequired Governmental Authorities of an (iii) The assignment of the Site Plan, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approvalas described above to Purchaser and the approval by City or the appropriate Governmental Authority of Purchaser as the substitute developer of the Premises, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion)if required. (iiiiv) Lessee The receipt by Purchaser of all final, irrevocable, unconditional, uncontestable and unappealable permits, licenses, certificates and approvals including a building permit from all Governmental Authorities, with all appeal periods having lapsed and no appeals pending, to lawfully develop the Premises and construct the building as described in the Site Plan, modified as provided above. (v) The receipt by Purchaser of all necessary easements, permits and approvals to allow the connection of the proposed building to be constructed upon the Premises with all required water, sanitary sewer, storm sewer, gas, electric and other required utilities. (vi) All the warranties and representations by Seller as set forth in this Agreement shall be true and correct at and as of the Closing date in all respects as though such warranties and representations were made both at and as of the date of this Agreement and at and as of the Closing date. (vii) No representation, statement or warranty by Seller contained in this Agreement or in any exhibit attached hereto contains or will contain any untrue statement or omits or will omit a material fact necessary to make the statement of fact therein recited not misleading. (viii) Seller shall have obtained from the Existing Interest Holders (and/or third parties) performed, observed and complied with all easements necessary covenants, agreements and conditions required by this Agreement to be performed, observed and complied with prior to or appropriate to ensure that the Lessee, at the commencement as of the Lease Term, has ingress date of Closing. (ix) Seller shall have complied with all the corporate formalities and state law requirements required to execute this Agreement and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at sell the Premises. (bx) The Existing Interest Holders None of the approvals or permits required by Purchaser as described above shall be entitled to terminate this Agreement ifencumbered by any unreasonable, on burdensome or before otherwise unacceptable conditions or require the date expenditure of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of this Agreement, which the County and the Town shall pursue expeditiously and monies in good faithan amount deemed unacceptable by Purchaser.

Contingencies. The "Commencement Date" shall be deemed to have occurred, upon the fulfillment of both contingencies specified in (a) through (c) below. (a) ▇▇▇▇▇▇'s receipt of all applicable environmental, land use and all other permits and approvals required to construct, install and operate the Lessee shall be entitled to terminate this Agreement, and to have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before the date of the Construction Closing Facility (collectively, “Lessee’s Contingencies”): (i) Lessee shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same."Approvals") (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). (iii) Lessee shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises. (b) The Existing Interest Holders achievement of commercial operation of the Lessee Facility. (c) The Parties agree to execute and deliver to each other a writing confirming the Commencement Date and Term of this Lease, as described in this Sections 2.01 and 2.02, upon the request of either Party. ▇▇▇▇▇▇ agrees that it shall be entitled to pursue the securing of all the Approvals with good faith and diligence. Either Party may terminate this Agreement if, Lease if all Approvals have not been procured on or before December 31, 2011, subject to the date understanding of the Construction ClosingParties that TIME IS OF THE ESSENCE IN COMPLIANCE WITH THE OBLIGATION TO SECURE THE APPROVALS. Lessor shall provide reasonable cooperation, assistance and support to Lessee in connection with ▇▇▇▇▇▇'s efforts to obtain the Approvals. Lessee shall be solely responsible for all costs and expenses of obtaining, or attempting to obtain, all required Approvals. Lessee expressly agrees that Lessor shall have no liability to Lessee, if Lessee shall be unable to procure any Approval within the period stated above and ▇▇▇▇▇▇'s sole remedy in such case shall be to terminate the Lease. In the event of termination of this Lease as provided in this section, following such termination neither Party shall have any further rights or obligations hereunder. (d) Notwithstanding the provisions of this Article, the County Board Lessee may, from and following the Effective Date, undertake and perform such site investigations, surveys and other site preparation activities on the Demised Premises in conformity with Applicable Laws consistent with the development of Legislators and/or the Town Council fail Lessee Facilities and shall be granted access to enact legislation authorizing perform such activities as provided in the execution Lease; provided that in the event that the Commencement Date does not occur due to termination of this Agreementthe Lease as provided in Section 2.02(a) above, which ▇▇▇▇▇▇ agrees to promptly restore the County and Demised Premises to their condition prior to the Town conduct of such activity by the Lessee. Lessee shall pursue expeditiously and in good faithhave the obligation on a daily basis to make safe conditions existing on the Demised Premises or on the Property, resulting from any activities of the Lessee during the Term hereof.

Contingencies. (a) Lessee shall be entitled to terminate The obligations of the City and Developer under this Agreement, and to have Agreement are conditioned upon the Initial Assignment Fee returned to it, if satisfaction of the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, the “Lessee’s Contingencies”) within one hundred and eighty (180) days after the Effective Date, provided, however, that upon the issuance of all or a portion of the City Debt, such Contingencies shall be deemed waived hereunder (the “Contingency Period”): (ia) Lessee Developer shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent recorded the TIF Declaration with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work County Recorder on all approvals for the Project, as chronologically appropriate, TIF Parcels and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, have provided written evidence of such recordation to the maximum extent possibleCity. For all TIF Parcels associated with Committed Private Improvements, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all the TIF Declaration shall contain Minimum Service Payment Obligations as required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). (iii) Lessee shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premisesthis Agreement. (b) The Existing Interest Holders Township Land shall have been annexed into the City on terms and conditions, including the execution of a Township Compensation Agreement with the Township (the “Township Compensation Agreement”), acceptable to the City. The Township Land, upon annexation, shall be entitled added to the ADD-2 Zoning district under the City of Springboro Zoning Code and be made subject to the same terms and conditions, including the Amended and Restated Court Order, as apply to the Springboro Land. (c) As a supplement to the Amended and Restated Court Order, and to implement its terms in regard to the Development, the City and Developer shall have entered into a Declaration of Site Development and Design Standards (the “Design Approval Declaration”) with respect to the Project Site, in substantially the form attached hereto as Exhibit I, and the terms and conditions of the Design Declaration (i) shall have been approved by the Court as an amendment to the Amended and Restated Court Order and (ii) shall have been adopted by the City as an amendment to the zoning applicable in the ADD-2 district. (d) With respect to each element of the Committed Private Improvements set forth in Section 5.2 the Developer shall have submitted to the City pre-sale commitments, leases, letters of intent, financing commitments and similar information satisfactory to the City evidencing the ability of Developer or each entity proposing to construct the Committed Private Improvements to proceed with the construction of the Committed Private Improvements on dates specified for each Committed Private Improvement and acceptable to the City. The total taxable Improvement value associated with all Committed Private Improvements shall be equal to or greater than $71,000,000 before the City shall be obligated to incur any of the City Debt. (e) Developer shall have submitted to the City, and the City shall have approved, the Association Organizational Documents consistent with the provisions of Section 10.4 hereof. (f) The City shall have passed an ordinance or resolution authorizing the execution of a Construction Manager at Risk Agreement with Developer, as contemplated by Section 8.1. (g) The City shall have passed an ordinance or resolution establishing the CED as contemplated by Section 10.6. (h) Prior to commencement of construction on any portion of the Project Site, the Developer shall have completed and filed of record a plat and subdivision reasonably acceptable to the City with respect to the applicable portion of the Project Site proportionate in size to the real property being improved and with regard to the individual TIF Parcels identified in this Agreement. Such platting and subdivision is necessary to ensure that the TIF Exemption for each individual TIF Parcel begins at the time when an Improvement due to the construction of a new building or vertical structure on that TIF Parcel first appears on the tax list and duplicate of real and public utility property, and that the TIF Exemption does not inadvertently begin on the entire Project Site or on more acreage of the Project Site than is necessary. In addition, for the avoidance of doubt, the Developer additionally shall have completed and filed of record a plat and subdivision reasonably acceptable to the City and proportionate in size to the real property being improved prior to the initial improvement on the Project Site. (i) Developer shall have entered into a Service Agreement with Master Developer authorizing Master Developer to perform all its obligations as contemplated by this Agreement. (j) The Ohio Department of Transportation shall have approved the traffic study for the Development prepared by Mannik ▇▇▇▇▇ Group dated January 6, 2017.] The Contingency Period may be extended by either party by a period of ninety (90) days by notice to the other party prior to the expiration of the original ninety (90) day period. Either party shall have the right to terminate this Agreement if, on or before if these contingencies are not satisfied to its reasonable satisfaction prior to the date expiration of the Construction ClosingContingency Period, or any extension(s). If the County Board of Legislators and/or the Town Council fail Contingencies are not satisfied in whole or in part, but neither party elects to enact legislation authorizing the execution of terminate this Agreement, which then the County and parties shall proceed without the Town terms or benefits contemplated by these Contingencies, but shall pursue expeditiously and in good faithcontinue to use their best efforts to secure other sources of funding for the Development. The date when the Contingencies have been satisfied or waived (including the expiration of the Contingency Period if neither party has elected to terminate this Agreement), shall constitute the “Commencement Date” under this Agreement.

Contingencies. The Parties acknowledge and agree that Tenant’s ability to lawfully use the Premises is contingent upon Tenant obtaining all certificates, permits, approvals and other authorizations that may be required by any Governmental Authority in accordance with Applicable Law (collectively, the “Governmental Approvals”). Tenant will endeavor to obtain all such Governmental Approvals promptly. Landlord hereby authorizes Tenant, at Tenant’s sole cost and expense, to file and submit for Governmental Approvals. Landlord shall: (a) Lessee shall be entitled reasonably cooperate with Tenant in Tenant’s efforts to terminate this Agreement, obtain such Governmental Approvals; (b) promptly execute and deliver all documents provided by Tenant as reasonably necessary to have obtain and maintain the Initial Assignment Fee returned Government Approvals; and (c) not knowingly take any action that would adversely affect Tenant’s ability to it, if obtain and/or maintain the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “Lessee’s Contingencies”): Governmental Approvals. If: (i) Lessee shall have obtained all necessary municipal and/or governmental approvalsany application for Governmental Approvals is rejected, including required zoning changes conditioned, materially delayed or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals otherwise not approved for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) or no reason; or (ii) Lessee Tenant determines, in Tenant’s sole and absolute discretion, that such Governmental Approvals cannot be obtained in a timely and commercially reasonable manner (clauses (i) and (ii) collectively, the “Contingencies”), then, Tenant shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (right in its sole discretion). (iii) Lessee shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises. (b) The Existing Interest Holders shall be entitled absolute discretion to terminate this Agreement ifimmediately upon Notice to Landlord, on without penalty or before further obligation to Landlord (or Landlord’s affiliates, employees, officers, agents or lenders). If, following the date Commencement Date, and through no fault of Tenant, any Governmental Approval issued to Tenant is canceled, expires, lapses or is otherwise withdrawn or terminated by the Construction Closingapplicable Governmental Authority, then Tenant shall have the County Board right in its sole and absolute discretion to terminate this Agreement upon ninety (90) days’ Notice to Landlord without penalty or further obligation to Landlord (or Landlord’s affiliates, employees, officers, agents or lenders). If this Agreement is terminated, this Agreement shall be of Legislators and/or no further force or effect (except as set forth to the Town Council fail to enact legislation authorizing the execution of this Agreement, which the County and the Town shall pursue expeditiously and in good faithcontrary herein).

Contingencies. (a) Lessee shall The Parties acknowledge and agree that ▇▇▇▇▇▇’s ability to lawfully use the Premises is contingent upon Tenant obtaining all certificates, permits, approvals and other authorizations that may be entitled to terminate this Agreement, and to have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before the date of the Construction Closing required by any Governmental Authority in accordance with Applicable Law (collectively, the “LesseeGovernmental Approvals”). Commencing promptly following the Effective Date, Tenant will use diligent, commercially reasonable efforts to expeditiously obtain all Governmental Approvals. ▇▇▇▇▇▇▇▇ authorizes Tenant to file and submit for Governmental Approvals, at Tenant’s Contingencies”): sole cost and expense, provided, however, that Tenant shall not take any action that is permanently binding on the Property or any portion thereof without first obtaining Landlord’s consent, which shall not be unreasonably withheld, conditioned or delayed. Landlord shall: (x) reasonably cooperate, at no cost to Landlord and in compliance with and subject to Applicable Laws, with Tenant in Tenant’s efforts to obtain such Governmental Approvals; (y) promptly execute and deliver any and all documents reasonably necessary to obtain and maintain Government Approvals; and (z) take no action that would adversely affect Tenant’s ability to obtain Governmental Approvals except to the extent required by Applicable Laws. Prior to the Commencement Date, if: (i) Lessee shall have obtained all necessary municipal and/or governmental approvalsany application for Governmental Approvals is rejected, including required zoning changes conditioned, materially delayed or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals otherwise not approved for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) or no reason; or (ii) Lessee shall have Tenant determines, in Tenant’s sole and absolute discretion, that such Governmental Approvals cannot be obtained construction in a timely and permanent financing including without limitationcommercially reasonable manner, equity financing then, following the occurrence of any of the events set forth in clauses (i) through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). (iii) Lessee (collectively, the “Contingencies”), Tenant shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises. (b) The Existing Interest Holders shall be entitled right to terminate this Agreement ifimmediately upon Notice to Landlord and without penalty or further obligation to Landlord, on its employees, officers, agents or before lenders. If this Agreement is terminated in accordance with this Section 2.5, this Agreement shall be of no further force or effect (except as set forth to the date contrary herein). If, following the Commencement Date, and through no fault of Tenant, any Governmental Approval issued to Tenant that is necessary for the operation of the Construction ClosingTower is canceled, expires, lapses or is otherwise withdrawn or terminated by the County Board of Legislators and/or applicable Governmental Authority, then Tenant shall have the Town Council fail right to enact legislation authorizing the execution of terminate this AgreementAgreement upon ninety (90) days’ written Notice to Landlord without penalty or further obligation to Landlord, which the County and the Town shall pursue expeditiously and in good faithits employees, officers, agents or lenders.

Contingencies. 5.1. From the Effective Date through and including the thirtieth (30th) day after the same ("the Inspection Period"), Purchaser may conduct, at Purchaser's expense, an investigation of the Property in order to determine that same is in all respects satisfactory to Purchaser in its sole discretion. During the Inspection Period, Purchaser's investigation may also include, but not be limited to, an examination of: (i) the quality of the soil and groundwater on or beneath the Property including the performance of percolation tests and borings, (ii) surveys, architectural, engineering, subdivision, access and financial matters, market analysis, development and market feasibility studies or such other studies as Purchaser, in its sole discretion, determines is necessary or desirable in connection with the Property and may inspect the physical and financial conditions of the Property, including, but not limited to, any service contracts, leases, engineering and environmental reports, development approval agreements, permits and approvals, which inspection shall be satisfactory to Purchaser in its sole discretion; (iii) the existence of any storage tanks on, beneath or within the Property; and (iv) the nature and extent of wetlands, floodplains, steep slopes or other environmentally sensitive areas on the Property. Purchaser's ability to conduct any sampling during the Inspection Period is specifically conditioned upon the following: (a) Lessee Purchaser provides Seller with a sampling plan before engaging in any sampling, (b) Seller approves the sampling plan which approval will not be unreasonably withheld or delayed, and (c) Purchaser provides Seller with an opportunity to split samples and reasonable prior notice of any sampling proposed so that Seller may have a representative of Seller present at the sampling. Purchaser's ability to enter the Property for any purposes prior to Closing is specifically conditioned upon the following: (a) Purchaser hereby agrees that any such entry onto the Property shall not materially interfere with the use of the Premises by Seller and Purchaser agrees to restore the condition of the Property as near as reasonably possible to that existing prior to such entry and inspections and agrees to repair any damage caused as a result of such entry and/or inspections, and (b) Purchaser further agrees and acknowledges that Purchaser shall keep the results of all its inspections and any written material provided to it by or on behalf of Seller in strict confidence and shall not disclose any aspect thereof to any third party other than to those persons who are employees of Purchaser or consultants retained by Purchaser or have a need to know such information in order to perform necessary work in connection with said purchase; provided, however, that Purchaser shall advise such persons of the aforementioned confidentiality restrictions and obtain their agreement to abide by the same unless such disclosure shall occur after the Closing in which event the confidentiality restrictions shall no longer apply. Notwithstanding the above, Purchaser shall have the right to disclose any information which is discovered as a result of Purchaser's due diligence or which is provided to Purchaser by or on behalf of Seller if such disclosure is specifically required to be made by Purchaser pursuant to law. 1. The thirtieth (30th) day after the Effective Date shall be entitled the "Inspection Termination Date." Time shall be of the essence as to this thirty day period and the Inspection Termination Date. If prior to the Inspection Termination Date, Purchaser determines, in its sole discretion, that the results of any investigation, examination, tests, borings, inspection or study are in any way unsatisfactory to Purchaser, then Purchaser shall have the right to terminate this Agreement, and Agreement by notice in writing to have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied Seller provided on or before the date Inspection Termination Date and given in accordance with Section 24. Upon such timely given notice of termination, this Agreement shall be deemed terminated the Deposit and all interest earned thereon shall be promptly returned to Purchaser and promptly thereafter Purchaser shall deliver to Seller all copies of the Construction Closing (collectivelyReports, “Lessee’s Contingencies”):as hereinafter defined,. If Purchaser does not give notice of termination as provided herein, then its right to terminate under this Section 5 for any matter disclosed or which could have been disclosed by its inspections shall expire at 11:59 p.m. on the Inspection Termination Date. 5.2. During the Inspection Period, Seller shall, upon Purchaser's request, provide Purchaser and Purchaser's representatives with access to the Property at reasonable times, during Seller's business hours and in a manner so as not to disrupt Seller's business at the Property, in order to perform such inspections of the Property relating to: (i) Lessee shall have obtained all necessary municipal and/or governmental approvalssuch studies, including required zoning changes or variancestests, consistent borings, investigations and inspections described in Section 5.1; (ii) the structural integrity of the building(s) on the Property; (iii) the mechanical, engineering and HVAC systems associated with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project building(s) on the PremisesProperty; and (iv) such other inspections and investigations of zoning, violations and searches as Purchaser in its discretion deems necessary or desirable to determine whether it will purchase the Property. Lessee Seller shall commence work on all approvals for cooperate with Purchaser in facilitating its due diligence of the Project, as chronologically appropriateProperty and shall obtain, and shall diligently pursue use commercially reasonable efforts to obtain and provide, any consents that may be necessary in order for Purchaser to perform the same. The Existing Interest Holders agree Notwithstanding the foregoing, Purchaser shall be obligated to cooperate and support Lesseeobtain any permits or approvals from Governmental Authorities, if the same are required due to the maximum extent possiblenature of Purchaser's investigation. In addition, Seller will (a) deliver to Purchaser, promptly after request, copies of the "Final Report Phase I Environmental Assessment of Agfa Division, Miles, Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇" prepared by ▇▇▇▇▇ and ▇▇▇ Environmental Services, Inc. (the "Phase I Report"), (b) deliver or make available to Purchaser any Environmental Documents, as hereinafter defined, in obtaining all permits the actual possession or control of Seller and approvals (including without limitation site plan approvalc) respond to reasonable inquiries from Purchaser relating to the Property. In the event any additional materials relating to the environmental condition of the Property come within Seller's possession or control after the date of this Agreement, variancesSeller shall promptly submit complete copies of same to Purchaser. Purchaser acknowledges that, zoning changes with respect to Seller's delivery of the aforementioned report and all required SEQRA actionsany other documentation provided or made available to Purchaser, provided that Seller is not warranting nor representing as to the Existing Interest Holders shall not be required accuracy or completeness of the information contained therein nor as to incur any expense in connection with Purchaser's ability to rely upon the accuracy or completeness of the same.) (ii) Lessee . As hereinbefore stated, Purchaser shall have obtained construction and permanent financing including without limitation, equity financing through a period of thirty (30) days from the sale Effective Date in order to conduct all of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project inspections and/or investigations which it desires in accordance with development this paragraph 5.2. Such right of inspection and operating budgets prepared the exercise of such right shall not constitute a waiver by Purchaser of the Lessee breach of any representation, warranty, covenant or agreement of Seller as specifically set forth elsewhere in this Agreement. Time shall be of the essence as to this thirty (30) day period and the Inspection Termination Date. If prior to the Inspection Termination Date, Purchaser determines that the results of the inspections referenced herein are in any way unsatisfactory to Purchaser in its sole discretion). (iii) Lessee , then Purchaser shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises. (b) The Existing Interest Holders shall be entitled right to terminate this Agreement if, by notice in writing to Seller provided on or before the date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of this AgreementInspection Termination Date and given in accordance with Section 24, which the County notice shall be followed promptly by Purchaser's delivery to Seller of copies of all Reports and Purchaser shall also promptly return to Seller all Environmental Documents provided by Seller to Purchaser. Upon such timely given notice of termination, this Agreement shall be deemed terminated and the Town Deposit and all interest earned thereon shall pursue expeditiously be returned to Purchaser and in good faiththis Agreement shall be null and void and the parties hereto shall be relieved of all further obligations hereunder except as otherwise provided herein. If Purchaser does not give notice of termination as provided herein, then its right to terminate pursuant to this Section 5 for any reason or for any matter disclosed or which could have been disclosed by its inspection shall expire at 11:59 p.m. on the Inspection Termination Date.

Contingencies. (a) Lessee Tenant’s obligations pursuant to this Lease shall be entitled contingent upon the full approval of the Federal Deposit Insurance Corporation (“FDIC”) and the Comptroller of the Currency of ▇▇▇▇▇▇’s opening and operation of a banking office at the Premises. In the event Tenant does not receive such approval on or before February 1, 2003, or Tenant receives a disapproval, Tenant shall have the option to terminate this AgreementLease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to have the Initial Assignment Fee returned other, except that each party shall be obligated to it, if return to the following contingencies haven’t been satisfied on or other party any funds that were delivered to that party before the date of the Construction Closing (collectively, “Lessee’s Contingencies”): (i) Lessee shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). (iii) Lessee shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premisestermination. (b) On or before January 15, 2003, Landlord shall deliver to Tenant a copy of an HVAC inspection report by ▇▇▇▇▇▇▇ and Blanc, a certified HVAC specialist, identifying the current state of repair of the HVAC systems servicing the Premises and the repairs and non-routine maintenance recommended by ▇▇▇▇▇▇▇ & Blanc. Upon receipt of such report, Landlord and Tenant shall meet to agree upon those maintenance and repair items that Landlord shall complete and which shall not be invoiced to Tenant directly and/or indirectly as common area expenses. The Existing Interest Holders agreed upon maintenance and repair to be completed by Landlord shall be entitled memorialized by a written amendment to this Lease executed by both parties. In the event Landlord fails to timely deliver such report and/or parties cannot agree on or before February 1, 2003, upon the HVAC maintenance and repair items to be completed by Landlord, Tenant shall have the option to terminate this Agreement ifLease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to the other, except that each party shall be obligated to return to the other party any funds that were delivered to that party before the date of such termination. (c) Landlord acknowledges and agrees that, prior to the Commencement Date, Tenant shall have the right, but not the obligation, to enter onto the Project to conduct physical inspections of the Premises, the Project and the utilities supporting the Premises, including investigation of the existence of any mold and/or fungus on the Project and/or the Premises (the “Inspection”). To the extent Tenant elects to exercise such inspection right, Tenant shall contract for the Inspection within five (5) Business Days following receipt of the approvals set forth in Section 1.18(a) above, using an inspector selected by ▇▇▇▇▇▇ in Tenant’s sole and absolute discretion, and ▇▇▇▇▇▇ shall deliver a copy of the inspector’s written report to Landlord. Upon receipt of such report, Landlord and Tenant shall meet to agree upon those maintenance and repair items contained in the report that Landlord shall complete and which shall not be invoiced Landmark National Bank Initials [ILLEGIBLE] Office Lease [ILLEGIBLE] 30182-00001 / 1798316.8 [Word] 1/7/03 to Tenant directly and/or indirectly as common area expenses. The agreed upon maintenance and repair to be completed by Landlord shall be memorialized by a written amendment to this Lease executed by both parties. In the event the parties cannot, on or before seven (7) Business Days following Tenant’s delivery of the Inspection report to Landlord, agree upon the maintenance and repair items to be completed by Landlord, and/or the inspection report is unsatisfactory to Tenant in Tenant’s sole and absolute discretion, Tenant shall have the option to terminate this Lease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to the other, except that each party shall be obligated to return to the other party any funds that were delivered to that party before the date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of this Agreement, which the County and the Town shall pursue expeditiously and in good faithsuch termination.

Contingencies. A. Notwithstanding any other provision in this Agreement to the contrary, the parties agree that the purchase of the Property is subject to the following Buyer contingencies, which must be accepted or waived before the expiration of the Due Diligence Period, the Entitlement Period (awhere applicable) Lessee or the Closing as those terms are hereafter defined: (1) Title to the Property shall be entitled to terminate this Agreement, and to have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “Lessee’s Contingencies”): (i) Lessee shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, acceptable to the maximum extent possibleBuyer, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion); (2) The Buyer shall have the right during the Due Diligence Period to conduct such tests, surveys, examinations, and other studies which the Buyer desires to conduct at the Buyer’s expense. The results of the same shall be satisfactory to the Buyer in its sole discretion; (3) Prior to expiration of the Due Diligence Period, the Buyer’s review of the Due Diligence Materials (as defined herein) to the satisfaction of Buyer in its sole discretion. (iii4) Lessee shall have Prior to the expiration of the Entitlement Period, the Buyer has obtained approval from the Existing Interest Holders City of Burnsville (and/or third partiesthe “City”) all easements necessary or appropriate to ensure that re-guide and rezone the Lessee, at Property for the commencement Buyer’s intended use; (5) Prior to the expiration of the Lease TermEntitlement Period, the Buyer has ingress to and egress obtained approval from the Premises, and such other such rights over the land City of the Existing Interest Holders Buyer’s preliminary plat and final plat of the Property; (6) Prior to the expiration of the Entitlement Period, the Buyer has obtained any required engineer’s permits or others which necessary watershed district approvals; and (7) Prior to the expiration of the Entitlement Period, the Buyer has obtained any utility or transportation permits or easements from the City or Dakota County (the “County”) that are reasonably required deemed necessary by the Buyer or appropriate a governmental authority for the development, rehabilitation and operation of the Project at the PremisesBuyer’s project. B. During the Due Diligence Period, the Buyer may, by giving written notice to the Seller, either: (b1) The Existing Interest Holders shall be entitled Terminate this Agreement for any reason; or (2) Waive any contingencies listed above and proceed to Closing, unless Buyer elects to terminate this Agreement if, on or before the date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of as set forth in this Agreement, which the County and the Town shall pursue expeditiously and in good faithincluding, without limitation, pursuant to Section 8.

Contingencies. 9.1 Beginning with the date of execution of this Agreement by both parties and until 5:00 p.m. on October 30, 1996, "the Study Period") Buyer shall have the opportunity to do the following: (a) Lessee Enter the Property and make any engineering and soil boring tests or any other tests or surveys relating to the Property, at Buyer's cost, provided Seller is notified in writing a minimum of forty-eight (48) hours prior to such tests or surveys. Such tests shall be entitled not interfere with Seller's current use of the Property or the adjacent areas, shall not necessitate the closing of any access route to terminate the Property, and shall not violate any law of any governmental unit having jurisdiction over the property. Upon the completion of such tests, if any, Buyer shall restore the Property to its former condition. Buyer agrees to hold the Seller harmless from any claims of injury to person or property asserted by third parties arising out of the tests referred to above for a period of up to one (1) year after the date of Settlement or one (1) year after the date of termination of this Agreement, and to have as the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “Lessee’s Contingencies”): (i) Lessee shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). (iii) Lessee shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises.case may be; (b) The Existing Interest Holders shall Conduct such economic studies it deems appropriate regarding the feasibility of the construction and/or operation of the building contemplated hereunder, to and including, but not limited to storm water management; (c) Verify the zoning applicable to the Property; determine if there are any further zoning or land use approvals to be entitled obtained which are necessary for Buyer's contemplated use and development of the Property, and ascertain the size and scope of the development permitted by such zoning; (d) Investigate the availability of water, sewer, electricity, telephone and all other utilities to serve the Property; (e) Examine title and Survey relating to the Property; (f) Perform environmental assessments as deemed necessary or appropriate. 9.2 As a result of the determinations made by Buyer under paragraphs 9.1 (a) through (f) above, Buyer may decide, In its sole, absolute and nonreviewable discretion, that it is not feasible, practical, or advisable to purchase the Property and construct the building contemplated hereunder, in which event Buyer may terminate this Agreement ifby notice in writing to Seller, on or before provided such notice is given not later than the expiration date of the Construction ClosingStudy Period. In the event of such termination, the County Board Deposit and all interest accrued thereon, and the Extension Fee, If paid, paid hereunder shall be returned to Buyer, and Buyer shall, upon demand by Seller, to the extent permitted by the applicable third party, assign to Seller, without representation or warranty as to the accuracy, validity or correctness of Legislators and/or the Town Council fail content, to enact legislation authorizing Seller all plats, surveys, and soil tests, which have been prepared for Buyer and which were obtained by it for use in development of the execution Property, free and clear of all liens or claims for payment, all at no cost to Seller. 9.3 Should Buyer, after conducting the studies set forth in paragraph 9.1, decide to proceed under the terms of this Agreement, which Buyer shall have the County right throughout the term of this Agreement to enter any portion of the Property (as shown on Exhibit A) for the purpose of conducting such additional engineering and soil boring test or surveys as it deems necessary, provided Seller is notified in writing a minimum of forty-eight (48) hours prior to such tests or surveys, all at its costs. Upon completion of such tests, Buyer shall restore the Town shall pursue expeditiously Property to as close to its former condition as is reasonably practicable. Buyer agrees to hold the Seller harmless from any claims of injury to person or property asserted by third parties arising out of such tests for a period of up to one (1) year after the date of Settlement or one (1) year after the date of termination of this Agreement, as the case may be. 9.4 Upon reasonable prior written notice delivered to Seller at any time after the Effective Date hereof, Seller shall, to the extent in Seller's possession, make available for the Buyer's review at either the Seller's or its Managing Agent's offices, all information, records and documentation concerning the ownership and condition of the Property in good faiththe possession of Seller or Seller's representatives including, plans, surveys, specifications, soil tests, service contracts, government permits and approvals, environmental matters, engineering reports, environmental reports, and title policies or abstracts, if any, with regard to all matters described above. The Buyer will hold in strict confidence all documents, data and information obtained from the Seller and if the Settlement does not occur, will return the same to Seller.

Contingencies. A. Notwithstanding any other provision in this Agreement to the contrary, the parties agree that the purchase of the Property is subject to the following contingencies, which must be accepted or waived before the expiration of the Due Diligence Period or the Approvals Period (awhere applicable) Lessee as those terms are hereafter defined,: (1) Title to the Property shall be entitled to terminate this Agreement, and to have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “Lessee’s Contingencies”): (i) Lessee shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, acceptable to the maximum extent possibleBuyer, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion); (2) The Buyer shall have the right during the Due Diligence Period to conduct such tests, surveys, examinations, and other studies which the Buyer desires to conduct at the Buyer’s expense. The results of the same shall be satisfactory to the Buyer in its sole discretion; (3) The Buyer’s review of the Deliverables (as defined herein) to the satisfaction of Buyer in its sole discretion. (iii4) Lessee shall have The Buyer has obtained approval from the Existing Interest Holders City of ▇▇▇▇▇ (and/or third partiesthe “City”) all to rezone the Property for the Buyer’s intended use; (5) The Buyer has obtained approval from the City of the Buyer’s preliminary plat of the Property; (6) The Buyer has obtained any required engineer’s permits or necessary watershed district approvals; (7) The Buyer has obtained any utility or transportation permits or easements from the City or Dakota County (the County”) that are deemed necessary by the Buyer or appropriate a governmental authority for the Buyer’s project; and (8) Passage of special legislation that would allow the Seller to ensure deposit proceeds from the sale of various closed facilities under the Seller’s Open Facilities Action Plan, including the Property, into the Seller’s unrestricted general fund (the “Special Legislation”); provided that the LesseeSeller may, at in its sole discretion, proceed with the commencement of sale the Lease Term, has ingress to and egress from Property in accordance with the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premisesterms hereof. B. During the Due Diligence Period as defined by Section 7, the Buyer may, by giving written notice to the Seller, either: (b1) The Existing Interest Holders shall be entitled Terminate this Agreement for any reason; or (2) Waive any contingencies listed above and proceed to Closing, unless Buyer elects to terminate this Agreement if, on or before the date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of as set forth in this Agreement, which the County and the Town shall pursue expeditiously and in good faithincluding, without limitation, pursuant to Section 8 .

Contingencies. (a) Lessee shall be entitled to terminate The parties acknowledge that this Agreement, and to have the Initial Assignment Fee returned to it, if Lease is expressly contingent upon the following contingencies haven’t been satisfied on or before (each a “Contingency” and together the date of the Construction Closing (collectively, “Lessee’s Contingencies”): (i) 2.6.1 Receipt by Lessee of the Planning Board Site Plan Approval from the Town of Auburn; 2.6.2 An affirmative agreement with the Town of Auburn Board of Selectmen approving the Tax Agreement, in a form and on terms reasonably acceptable to Lessee and Lessor; 2.6.3 Receipt by ▇▇▇▇▇▇ of a duly-executed AOBC Purchase Agreement between Lessee and Auburn Water District both in a form and on terms reasonably acceptable to Lessor and Lessee; 2.6.4 Lessee entering an Interconnection Agreement with National Grid; and 2.6.5 Lessee obtaining the insurance policies required herein. Lessor and Lessee shall have obtained cooperate in ▇▇▇▇▇▇'s efforts to satisfy the Contingencies listed above and to take all reasonable steps to expedite same including, but not limited to, transmitting draft documents and explanatory materials furnished by ▇▇▇▇▇▇, executing appropriate documents after review by ▇▇▇▇▇▇’s counsel, if deemed necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with by Lessor at Lessee’s expense subject to the terms of Section 10 and conditions hereoflimitations below, authorizing entry onto the Premises by Lessee, its employees, agents, engineers, surveyors, and others for purposes related to obtaining the permits including, but not limited to, the survey of the Premises the preparation of a site plan approval plan, the preparation of engineering studies or reports in support of the development of the Solar Facilities by Lessee, the preparation of applications and building permits, sufficient to develop, rehabilitate information required under the Interconnection Agreement and operate such other activities as may be reasonably deemed necessary by the Project Lessee in preparation for the construction of the Photovoltaic Facilities. Such entry shall be during normal business hours provided that none of same shall disrupt the normal operations on the PremisesProperty during the conduct of any such activities. In addition, the Lessee shall be solely responsible to restore the Premises to its current condition following any such inspections or tests and all of the contractors, subcontractors or consultants shall be required by the Lessee to be insured for workmen’s compensation and to carry commercial general liability insurance in forms and amounts reasonably acceptable to Lessor. Lessee shall commence work on all approvals be responsible for any damage to person or Property which may occur as a result of any of these entries onto the Project, as chronologically appropriate, Property and shall diligently pursue the same. The Existing Interest Holders agree to cooperate indemnify and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur hold lessor harmless from any expense in connection with samesuch personal injury or property damage.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (in its sole discretion). (iii) Lessee shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises. (b) The Existing Interest Holders shall be entitled to terminate this Agreement if, on or before the date of the Construction Closing, the County Board of Legislators and/or the Town Council fail to enact legislation authorizing the execution of this Agreement, which the County and the Town shall pursue expeditiously and in good faith.

Contingencies. The parties acknowledge and agree that TENANT’s ability to lawfully use the Premises is contingent upon TENANT obtaining all certificates, permits, approvals and other authorizations that may be required by any Governmental Authority in accordance with Applicable Law (collectively, the “Governmental Approvals”). TENANT will endeavor to obtain all such Governmental Approvals promptly. LANDLORD hereby authorizes TENANT, at TENANT’s sole cost and expense, to file and submit for Governmental Approvals within sixty (60) calendar days of the Effective Date. LANDLORD shall: (a) Lessee cooperate with TENANT in TENANT’s efforts to obtain such Governmental Approvals; (b) promptly execute and deliver all documents necessary to obtain and maintain the Governmental Approvals, upon LANDLORD’s review and approval; and (c) not take any action that would adversely affect TENANT’s ability to obtain and/or maintain the Governmental Approvals. If: (i) any application for Governmental Approvals is rejected, conditioned, materially delayed or otherwise not approved for any or no reason; or (ii) TENANT determines, in TENANT’s sole and absolute discretion, that such Governmental Approvals cannot be obtained in a timely and commercially reasonable manner (clauses (i) and (ii) collectively, the “Contingencies”), then, TENANT shall be entitled have the right in its sole and absolute discretion to terminate this AgreementLease immediately upon notice to LANDLORD, without penalty or further obligation to LANDLORD (or LANDLORD’s affiliates, employees, officers, agents or lenders). If, following the Commencement Date, and through no fault of TENANT, any Governmental Approval issued to TENANT is canceled or is otherwise withdrawn or terminated by the applicable Governmental Authority, then TENANT shall have the Initial Assignment Fee returned to it, if the following contingencies haven’t been satisfied on or before the date of the Construction Closing (collectively, “Lessee’s Contingencies”): (i) Lessee shall have obtained all necessary municipal and/or governmental approvals, including required zoning changes or variances, consistent with the terms and conditions hereof, site plan approval and building permits, sufficient to develop, rehabilitate and operate the Project on the Premises. Lessee shall commence work on all approvals for the Project, as chronologically appropriate, and shall diligently pursue the same. The Existing Interest Holders agree to cooperate and support Lessee, to the maximum extent possible, in obtaining all permits and approvals (including without limitation site plan approval, variances, zoning changes and all required SEQRA actions, provided that the Existing Interest Holders shall not be required to incur any expense in connection with same.) (ii) Lessee shall have obtained construction and permanent financing including without limitation, equity financing through the sale of low-income housing tax credits, tax-exempt bonds, grants and below-market loans, as available and appropriate, sufficient to develop, rehabilitate and operate the Project in accordance with development and operating budgets prepared by the Lessee (right in its sole discretion). (iii) Lessee shall have obtained from the Existing Interest Holders (and/or third parties) all easements necessary or appropriate to ensure that the Lessee, at the commencement of the Lease Term, has ingress to and egress from the Premises, and such other such rights over the land of the Existing Interest Holders or others which are reasonably required or appropriate for the development, rehabilitation and operation of the Project at the Premises. (b) The Existing Interest Holders shall be entitled absolute discretion to terminate this Agreement ifLease upon ninety (90) days’ notice to LANDLORD without penalty or further obligation to LANDLORD (or LANDLORD’s affiliates, on employees, officers, agents or before lenders). If this Lease is terminated, this Lease shall be of no further force or effect (except as set forth to the date contrary herein). Provided TENANT is not then in default hereunder beyond applicable notice and cure periods, TENANT shall also have the right to terminate this Lease after the initial term and upon any annual anniversary of the Construction Closing, the County Board of Legislators and/or the Town Council fail Commencement Date provided at least ninety (90) days’ prior written notice is given to enact legislation authorizing the execution of this Agreement, which the County and the Town shall pursue expeditiously and in good faithLANDLORD.