BASE LEASE (LOCAL CONSTRUCTION ADMINISTRATION) This Base Lease (the "Base Lease”) is dated as of (arch 2S _,_Z003 by and between National Underground Railroad Freedom Center, Inc., as lessor (the “Lessor") and the State of Ohio (the "State"), acting by and through the Ohio Arts and Sports Facilities Commission, as lessee (the “Lessee” or the "Commission"). Capitalized terms not otherwise defined herein shall have the same meaning as such terms are defined in the Ohio Revised Code (the “O.R.C.") Chapter 3383 (the “Act"). RECITALS, 4, Pursuant to O.R.C. Chapter 152, Section 2i of the Ohio Constitution and General Bond Resolution No, 1983 -10, dated June 22, 1993, as supplemented from time to time, pursuant to supplemental resolutions, the Ohio Building Authority (the "Authority”) has issued or will Issue its State of Ohio (Ohio Building Authority) Stale Facilities Bonds (Arts Facilities Building Fund Projects) (the "Bonds") for the purpose of providing moneys fo pay the costs of acquiring, constructing, reconstructing, rehabilitating, renovating, enlarging and otherwise improving, equipping and furnishing capital facilites, which are Ohio arts facilities, as defined in O.R.C. Section 3383.01(K). 2. The capital facilities are to be leased by the owner thereof to the Commission. Pursuant to a Lease Agreement dated as of June 1, 1993, as amended and supplemented from time to time pursuant to supplemental leases (collectively, the “OBA Lease Agreement’), in accordance with O.R.C. Section 152.24(D), the Commission has granted and conveyed its rights in these facilities to the Authority which, in turn, are subleased from the Authority back to the Commission. 3. The Commission is a body corporate and politic, an agency of state government and an instrumentality of the State, performing essential government functions of the State, duly created, existing and operating under and by virtue of the Act. 4. In accordance with Section 3383,02(A) of the Act, the Commission shall ‘engage in and provide for the development, performance and presentation or making available of the arts in this State by the exercise of its powers under the Act. 5. In accordance with Section 3383.04(C) of the Act, the Commission may construct, or provide for the construction of, lease, equip, furnish, administer and manage, ‘or provide for the operation and management of Ohio arts facilities. 6. In accordance with Section 3383.04(K) and (L) of the Act, the Commission may make and enter into all contracts, commitments and agreements, and execute all instruments necessary or incidental to the performance of its duties and the execution of its rights under the Act and do anything necessary or appropriate to carry out the purposes of and exercise the powers granted in the Act. MAORIGINAL AGREEMENTS\Project Specific AgrsINURFCINURFC BASE LEASE rev 3-17-03.doc7. The Lessor is a 501(c)(3) organization exempt from taxation under Section 501(a) of the Intemal Revenue Code of 1986, as amended, and an Ohio nonprofit corporation and the Lessor and the Commission wish to provide for the construction of The National Underground Railroad Freedom Center (the “Arts Project") and the operation of a museum and educational center (the “Facility"), each as further described on Exhibit A, attached hereto and made a part hereof. 8 In accordance with O.R.C. Section 3383.07(A)(2), the Commission may determine that construction services for an arts project be provided by the Commission, a governmental agency or an arts organization that occupies, will occupy or is responsible for the arts facility. In accordance therewith, the Commission has determined that the arts ‘organization that occupies, will occupy, or is responsible for the Ohio arts facility shall be ‘the construction administrator of the Arts Project, pursuant to the terms and conditions of an Arts Facilty Construction Administration and Funding Agreement, dated the date hereof (the "CAF Agreement’), between the Commission and the arts organization (the "Construction Administrator’). 9. It Is estimated that the total cost of the Arts Project is approximately $112, 915,000 _ The Commission shall pay for a portion of the Lessee Improvements. included in the Arts Project from the proceeds of the Bonds (the “Facility Bonds”). The Lessee Improvements are described in Exhibit B attached hereto and made a part hereof. The Lessor shall pay the remaining costs of the Arts Project from the Local Share, as defined in the Management Agreement, 10. In accordance with O.R.C. Section 3383.01(K)(2), the Facility constitutes an Ohio arts facility in that: (a) the construction of the Arts Project was initially authorized by Amended ‘Substitute House Bill No. 850 of the 122nd Ohio General Assembly, as required by O.R.C. Section 3383.07 of the Act and proceeds of the Facility Bonds may be used to pay costs of the Lessee Improvements constituting a portion of the Arts Project. (b) The Facility is managed directly by, or is subject to a cooperative or management contract with, the Commission, and is used for or in connection with the activities of the Commission, including the presentation or making available of arts to the public. 11. In accordance with policy of the Authority and the Commission, the State shall ‘own or have a sufficient real property interest in the Facility or in the portion of the Facility financed from the proceeds of the Bonds for a period no less than 10 years for the acquisition of exhibits, furniture, fixtures or equipment. In consideration of the mutual promises and covenants set forth herein, the parties agree as follows: M\ORIGINAL AGREEMENTS\Project Speci Agmis\NURFCINURFC BASE LEASE rev 3-17-03.d00ARTICLE | PREMISES Section 1. Lease of Premises. Subject to the terms and conditions set forth in this Base Lease, the Lessor hereby leases to the Lessee, and the Lessee hereby leases from the Lessor, the land and all appurtenances, rights and easements related thereto described in Exhibit C, attached hereto and made a part hereof, together with all buildings, structures and improvements erected thereon or hereinafter erected thereon and all ‘existing furniture, fixtures, and equipment located therein. When the Lessor acquires title to the Garden Esplanade, it shall automatically be included as part of the Premises, hereinafter defined. The Arts Project, not constituting the Lessee Improvements, shall be owned by the Lessor, Lessee Improvements to be constructed on the land will be owned by the Lessee. (All the property described in this Section 1, together with any property acquired in substitution therefor, as a replacement of, or modification or improvement thereto, whether owned by Lessor or Lessee, is hereinafter referred to as the "Premises"). Section 2. Tille and Consition; Lessor Representations. The Premises are subject, to (a) any state of facts which an accurate survey or physical inspection thereof might show, (6) all zoning regulations, restrictions, rules and ordinances, and other laws and regulations now in effect or hereafter adopted by any govermental authority having jurisdiction over the Premises, and (c) all matters of record pertaining to the Premises, as of the date hereof; including, without limitation, the following: (() Easement in deed recorded in Official Record Volume 8457, Page 1922 in the office of the Recorder of Hamilton County, Ohio (the “Recorder's Office”), (ji) Easements on plat recorded in Plat Book 361, Pages 62-63 in the Recorder's Office, (ii) Declaration of Easements, Covenants Conditions and Restrictions between Lessor and the Board of Commissioners of Hamilton ‘County, Ohio recorded in Official Record Volume 9060, Page 4169 in the Recorder's Office, (iv) Restrictive Covenants and Right of Re-entry in Deed from City of Cincinnati recorded in Official Record Volume 9060, Page 4137, (v) Year 2000 City of Cincinnati Urban Renewal Plan, and (vi) the lien of nondelinquent real property taxes and installments of assessments. The Lessor makes the following representations and warranties to the Lessee regarding the Premises: (a) When constructed in accordance with the Plans and Specifications describing the Arts Project, as defined in the CAF Agreement, including the Lessee Improvements to be made, the Premises will be fit for its intended use as an Ohio arts facility to be used as a museum and educational center; (0) The Lessor has complied with all, and is not in violation of any, statutes, ordinances, laws, rules, regulations, orders or notices, including any and all such laws pertaining to the Americans with Disabilities Act or environmental issues of any type (collectively, the "Laws"), of any governmental authority, including without limitation, any political subdivision, department, division, commission, agency or branch thereof, having jurisdiction over the Premises (collectively, the "Governmental Authorities") and the Lessor is not aware of any noncompliance with the Laws by previous owners or tenants of the Premises; [MSORIGINAL AGREEMENTSIProject Specifc Agmts\NURFCINURFC BASE LEASE rev 3-17-09.do0(©) The Lessor has obtained and kept in effect any and all approvals, permits and authorizations required by all Governmental Authorities to construct the Facility as a museum and educational center and agrees to obtain and keep in full force and effect all such approvals, permits or authorizations to conduct Lessor's operations there‘ (d) No notice has been received and no action has been commenced or threatened regarding Lessor’s compliance with, or failure to comply with, any Laws of any Governmental Authorities; (€) The Lessor owns the Premises in fee simple, subject only to the matters described in subsection (a) of the first paragraph of Section 2 of this Article |, and has been duly authorized to lease such Premises to the Lessee, in accordance with the terms of this Base Lease; (f) The Lessor is not aware of any matter or circumstance, currently existing or with the passage of time or notice, which would prevent the construction of the Ars Project in a timely manner in accordance with the Plans and ‘Specifications; and {g) The Lessor will use its best efforts to ensure the timely completion of construction of the Arts Project. Section 3. Use of Premises; Quiet Enjoyment. (a) The Lessee shall attempt to ‘ensure the Premises are used to engage in and provide for the development, performance and presentation of or making available the arts in the State. The use of the Premises shall be as a museum and educational center. (a) Subject to the provisions of Article XIII hereof, the Lessee shall attempt to ‘ensure the Premises are not used or occupied (i) for other than the purposes described in this Base Lease or (ii) in violation of the Laws of any Governmental Authorities. (b) Subject to the provisions of Article XIll hereof, the Lessee shall attempt to cause the compliance with all Laws, now or hereafter in effect, of any Governmental Authorities affecting the Premises, the construction of the Arts Project, or the operation of the Ohio arts facility. (c) The Lessee shall attempt to cause the Premises to be maintained and kept in good order and repair, ordinary wear and tear and damage by fire and other insured casualty excepted. (d) The Lessee shall attempt to ensure that the Premises are not used or occupied for any business or purpose which would be deemed extra hazardous, or render the insurance thereon void or cause the insurance risk to be more hazardous. If and so long as the Lessee shall observe and perform all covenants required to be observed by it under this Base Lease, the Lessor warrants peaceful and quiet MSORIGINAL AGRE=MENTSIProject Speci AgmsINURFCINURFC BASE LEASE rev 3-17-03.d0coccupation and enjoyment of the Premises, subject only to the matters described in Paragraph 1 of Section 2 of this Article | Section 4. Discharge_of Obligations. The Lessee may discharge its responsibilities under Section 3 above by contracting for their provision by the Manager of lity, in accordance with the terms and provisions of the Management Agreement, ARTICLE II TERM Section 1. Initial Term, Subject to the provisions of Article X hereof, the initial term of this Base Lease ("Initial Term") shall commence on the date hereof and shall terminate 10 years from issuance of a final Certificate of Use and Occupancy by the City of Cincinnati Department of Buildings and Inspections (the “DBI") (together with any successor form issued by the DBI to evidence substantial completion of the Arts Project, the "Certificate of Use and Occupancy"). Section 2. Renewal Terms. The Lessee shail have the option to renew this Base Lease for such time, and from time to time, upon the same terms and conditions as are herein contained, in order to protect the validity of the tax exempt status of the interest on Bonds or in the event the Authority determines it is to the economic benefit of the State of Ohio to refinance the Facility Bonds (each such renewal, the "Renewal Term"). Section 3. Exercise of Option. The Lessee’s renewal option shall be exercised by Giving the Lessor written notice no earlier than one hundred and eighty days nor later than rinety days before the expiration of any term of this Base Lease, stating that the Lessee thereby exercises such option and the necessary length of the Renewal Term; provided that, if the Lessee fails to exercise such option by such time, the Lessee shall have an additional period within which to exercise such option, which additional period shall expire thinly days after the Lessee receives notice from the Lessor calling Lessee's attention to the Lessee's failure to exercise such option. Section 4. Holdover. Should the Lessee continue to occupy the Premises after the expiration of any term of this Base Lease, with or without the express or implied consent of the Lessor, such holding over beyond the term shall operate as a tenancy from month to month and not for any other term whatsoever. Such month to month tenancy may be terminated by the Lessor by giving the Lessee thirty days’ prior written notice, and at anytime after the termination date set forth in such notice, the Lessor may re-enter and take possession of the Premises. Section 5. Reference. Any reference in this Base Lease to "the term of this Base Lease” or to the "Base Lease term" or lease term shall include any Renewal Term (with respect to which the Lessee exercises its renewal option) or any holdover period. MAORIGINAL AGREEMENTS\Project Specie Agmts\WNURFCINURFC BASE LEASE rev 9-17-03.docARTICLE Ill RENT AND OTHER PAYMENTS Section 1. Rent. The Lessor and the Lessee hereby agree that the mutual rights and obligations agreed to under this Base Lease constitute good and sufficient consideration for this Base Lease. Section 2. Taxes and Assessments, Subject to the provisions of Article XIil hereof, the Lessee shall pay and discharge, or cause to be paid and discharged, when the same shall become due and payable, and before any penalty, interest or costs accrue thereon or become due for any reason, all real estate taxes, levies, licenses and other assessments which are levied, confirmed, imposed upon or become due and payable out of, in respect fo, or become a lien on, all or any part of the Premises or the use of the Premises, whether general or special, ordinary or extraordinary, unforeseen or foreseen, and of any kind and nature whatsoever, including, without limitation, personal property taxes, sales taxes and income taxes, if applicable. Section 3. Utilities. Subject to the provisions of Article XIII hereof, the Lessee shall pay and discharge, or cause to be paid and discharged, when the same shall become due and payable and before any penalty, interest or costs accrue thereon or become due for any reason, all gas, water, steam, electricity, heal, power, telephone or other utiity charges incurred in the operation, maintenance, use and upkeep of the Premises. Section 4. Discharge. Obligations. The Lessee may discharge its responsibilities under Sections 2 and 3 of this Article Ill by contracting for their provision by the arts organization as the Construction Administrator in accordance with the terms and provisions of the CAF Agreement and/or the Manager of the Facility, in accordance with the terms and provisions of the Management Agreement, Section 5. Not Indebtedness of the State. It is expressly understood and agreed by the parties hereto that the obligations of the Lessee created by or arising from this Base Lease shall not be, represent or constitute indebtedness, bonded or otherwise, of the State or the Commission within the meaning of such term in the Constitution or the laws of the Stale or a pledge of the faith or credit of the State or grant to the owners or holders of the Bonds any right to have the General Assembly levy any excises or taxes for the payment of any sums due hereunder. ‘All obligations of the Lessee hereunder relating to expenditures, except obligations which are to be paid from the proceeds of the Facity Bonds, are expressly subject to the availablity of funds appropriated by the General Assembly to the Lessee for such Purposes. ARTICLE IV REPAIRS AND MAINTENANCE Section 1. General Upkeep. From the date hereof, the Lessee agrees to keep and maintain the Premises in good order and condition, except for (i) ordinary wear and tear and (ji) damage by casualty, which is insured as provided in Article VI hereof. In case of ‘damage covered by insurance as provided in Article VI, the Lessee will pay the deductible. MAORIGINAL AGREEMENTS\Project Specific AgmtsINURFCINURFC BASE LEASE rev 2.17-03.605However, if the construction of all or any portion of Arts Project renders the Facility closed to the general public and requires a Certificate of Use and Occupancy prior to use by the general public, such obligation shall accrue as to that portion of the Facility after the issuance of such Certificate. The Lessee shall have the right, but not the obligation to make structural repairs to the Premises, in accordance with the terms of Article V hereof. Section 2, Discharge _of Obligations. The Lessee may discharge its responsibilities under Section 1 of this Article IV by contracting for their provision by the Manager of the Facility, in accordance with the terms and provisions of the Management Agreement. ARTICLE V ARTS PROJECTILESSEE IMPROVEMENTS Section 1. Construction Administration. In accordance with Section 3383.07(A)(2) of the Act, construction services shall be provided by the arts organization, as the Construction Administrator. The construction services, including without limitation, the construction start date, completion date, plans and specifications, and payment procedures are set forth in the CAF Agreement. Section 2. Ownership of the Lessee Improvements. All right, tite and interest in the improvements constituting the Arts Project, other than Lessee Improvements, and any substitutions, modifications, or improvements made thereto in accordance with this Article \, shall vest in the Lessor but shall be leased to the Lessee pursuant to Article | Section 1 hereof. All right, title and interest in the improvements constituting the Lessee Improvements, and any substitutions, modifications or improvements made thereto in accordance with this Article V, shall vest in the Lessee. Notwithstanding the foregoing, during the term of this Base Lease, the Lessee shall have no right to remove all or any portion of the Lessee Improvements from the Premises without the prior written consent of the Lessor, which consent shall not be unreasonably withheld in the judgment of the Lessor, Upon termination of this Base Lease in accordance with Article X hereof, the Lessee shall be entitled to receive the Value of the Lessee Improvements, hereinafter defined. Thereupon, the Lessee shall convey whalever right, title and interest in the Lessee Improvements it receives upon completion of construction thereof to the Lessor, free, clear, and unencumbered of any claims of those claiming by, from or through the Lessee, unless caused by the Manager. Section 3. Alteration. With the Lessor's consent, which shall not be unreasonably withheld, the Lessee shall have the right, but not the obligation, at any time and from time to time, without liability to the other, to make or cause to be made such substitutions, modifications, or improvements, structural or otherwise, to that part of the Premises constituting the Arts Project (including the Lessee Improvements), as the Lessee deems necessary or desirable in connection with its use of the Facility provided, such alterations shall not impair the character of the Facility as an Ohio arts faclity. The Lessee shall pay and discharge, or cause to be paid and discharged, the costs of any such changes, so that the Facility shall at all times be free of liens for labor and material supplied thereto. Upon completion thereof, all substitutions, modifications and improvements to the Lessee Improvements shall be deemed to constitute a part of the Lessee Improvements. MIORIGINAL AGREEMENTSIProject Specie AgnisINURFCINURFC BASE LEASE rev 3-17-03.docWith the Lessee's consent which shall not be unreasonably withheld, the Lessor shall have the right, but not the obligation, at any time and from time to time, without liability to the olher, to make or cause to be made such substitutions, modifications, or improvements, structural or otherwise, to that part of the Premises constituting the Arts Project (including the Lessee Improvements), as the Lessor deems necessary or desirable in connection with the Lessee's use of the Premises; provided, such alterations shall not impair the character of the Premises as an Ohio arts facility. The Lessor shall pay and discharge, or cause to be paid and discharged, the costs of any such changes so that the Faclity at all times shall be free of liens for labor and material supplied thereto. Upon completion thereof all substitutions, modifications and improvements to the Lessee Improvemenis shall be deemed a part of the Lessee Improvements and all substitutions, modtfcations, and improvements to the Premises not constituting the Lessee Improvements shall be deemed to be not part of the Lessee Improvements. Section 4. Liens, Negative Pledge. Pursuant to the CAF Agreement, the arts organization as the Construction Administrator shall ensure that the Arts Project be completed free and clear of all mechanic's liens or encumbrances against the Premises or any portion thereof, including the Lessee Improvements. ‘The Lessor shall not pledge, hypothecate, or otherwise encumber all or any part of the Premises, including the Arts Project, without the prior written consent of the Authority ‘and the Lessee, which consent shall not be unreasonably withheld, Section 5. Equipment and Fumishings. The Lessee or the Manager of the Facility shall have the right, but not the obligation, to bring furniture, equipment or other items of personalty (not constituting Lessee Improvements or structural improvements to the Premises pursuant to Section 3 above) into the Premises. Ownership of such items shall remain vested in and may be removed at any time by the entity which placed such items in the Premises. Section 6. Reversion to Lessor. (a) If construction of the Arts Project is not complete by December 31, 2005, (b) if the Facilty fails to be used as an Ohio Arts Facility, or (c) when the Commission is no longer a party to this Base Lease; the part of the Premises owned by the Commission shall revert to the Lessor. The Commission agrees to execute any and all documents reasonably necessary to effect such reversion. ARTICLE VI INSURANCE Section 1. Coverage. Unless otherwise stated, the Lessee shall maintain, or cause to be maintained the insurance identified in this Article VI. Unless otherwise stated, such insurance shall remain in force at all times from the date hereof through the term of this Base Lease, with companies authorized to do business in Ohio with a Best rating of at least A-. The Lessee shall provide that each policy names the Lessor as an additional insured, as its interests may appear. M\ORIGINAL AGREEMENTS Project Specie Agmis\WURFCNURFC BASE LEASE rev 317-03.decEach policy shall require at least 30 days prior written notice to the Lessor of any proposed modification, non-renewal or cancellaion thereof and written notice of any submission of any claim within 15 days thereof. The Lessee shall furnish the Lessor with certificates of insurance, evidence of payment of premiums thereon, and any amendments and endorsements to such policies as the Lessor may reasonably request from time to time. ‘The Lessee warrants that it will use its best efforts to comply with all conditions of ‘each policy to assure that each policy is kept in full force and effect and that any and all insurance claims be made on a timely basis as required in the conditions of each of the following policies identified in this Article VI. Section 2. Commercial General Liability Insurance (ISO 1997 or later occurrence form), The Lessee shall maintain, or cause to be maintained, commercial general liability insurance to pay on behalf of the Lessee claims for damages for “bodily injury’, “property damage’, and “personal injury’ as defined in the insurance policy which may arise out of, result from, or be incurred in connection with the Arts Facility and Premises related thereto, as described in this Base Lease. ‘The minimum coverage amount should be for $1 million per occurrence, $2 million annual aggregate, and $2 million completed operations aggregate with a $15 milion umbrella for the Arts Facility and Premises. Section 3. Special Form Property Insurance. The Lessee shall maintain, or cause to be maintained special form property insurance, including the peril of earthquake, on or about the Arts Facility and Premises related thereto belonging to the Lessor or Lessee, including Lessee Improvements, in an amount not less than the full replacement cost thereof. Section 4. Employer's Liability Insurance. The Lessee shall maintain, or cause to be maintained, employer liability insurance to cover “bodily injury’ by accident or disease including death at any time resulting from or sustained by any employee of the Lessee: arising out of and in the course of his/her employment. The limits of insurance are to be $1 milion each employee for “bodily injury” by accident or disease and $1 million “bodily injury” by disease annual aggregate. Section 5. Auto Insurance, The Lessee shall maintain, or cause to be maintained, auto liability coverage, including non-owned or hired, in an amount of not less than $1 million. Section 6. Indemnification. At all times during the term of this Base Lease, the Lessee shall attempt to cause the Construction Administrator under the CAF Agreement and the Manager of the Facility under the Management Agreement to fully indemnify, defend and save the Lessor and the Lessee, its employees and agents harmless from all claims, expenses or damages of any nature to any person or property resulting from any event or occurrence on the Premises. Notwithstanding anything herein to the contrary, the provisions of this Section shall survive the expiration or termination of this Base Lease. MSORIGINAL AGREEMENTS \Project Specite AgmtsINURFCINURFC BASE LEASE rev 9-17-03.docSection 7. Discharge of Obligations. The Lessee may discharge its responsibilties under Sections 1, 2, 3, 4, 5, and 6 of this Article by contracting for their provision by the Construction Administrator in accordance with the terms and provisions of the CAF Agreement andior the Manager of the Facility, in accordance with the terms and provisions of the Management Agreement. ARTICLE Vil EMINENT DOMAIN Section 1. Substantial Taking. If al, or substantially all, of the Premises are taken Under the exercise of power of eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, this Base Lease shall terminate on the date of such taking, except with respect to the obligations of the Lessee arising prior to the termination date and any obligations that survive the termination of this Base Lease. For purposes of this Article Vii, the Lessee shall determine in its sole discretion if substantially all of the Premises are taken. Lessor agrees for purposes of this Base Lease that "substantially all" of the Premises are taken if it is impractical or undesirable for the Lessee, or the Manager under the Management Agreement, to continue to use the remaining portion of the Premises as an Ohio arts facility. ‘Section 2. Temporary Taking. f all, or substantially all, of the Premises are taken for a temporary time or in the event that less than substantially all of the Premises is taken, this Base Lease shall continue in full force and effect and the obligations of the Lessee hereunder shall continue, as to the portion not affected, ‘Section 3. Notice. Each of the parties agree to immediately notify the other party hereto of any eminent domain proceedings commenced or threatened to be commenced against all or a portion of the Premises. Within sixty days after a final determination by the ‘governing authority is made and time for appeal of such determination has passed, or the time the "taking" actually affects the operation of the Facility, as determined by the Lessee, whichever occurs first, the Lessor shall provide written notice to the Lessee that (a) substantially all of the Premises are to be taken, that the Base Lease is fo be terminated, and the date of such termination, which will be no less than thirty nor more than sixty days from the date of such notice, or (b) substantially all of the Premises are not taken and the Base Lease shall remain in full force and effect. Section 4, Proceeds. In the event of a substantial taking as described under Section 1, any proceeds received from an award made in such eminent domain proceedings, including any amounts payable pursuant to any agreement with the ‘governing authority which has been made in settlement of, or under threat of such taking, ‘or pursuant to a sale in lieu of such taking, shall be paid as follows: (a) first, (i) the Value of the Lessee's Improvements, as defined below, as of the termination date; and {b) second, the balance shall be paid to the Lessor. MAORIGINAL AGREENENTSWroject Specie AgmtsINURFCWURFC BASE LEASE rev 3-17-03.d0e 10Should the condemning authority fail to expressly allocate the proceeds between the interests of the Lessee and the interests of the Lessor, as set forth above, the allocation shall be as follows: () first, the Value of the Lessee Improvements shall be paid to the Lessee; and (i) second, the balance shall be paid to the Lessor. The “Value of the Lessee Improvements" shall be that amount calculated by multiplying (X) a fraction, the numerator of which is equal to all amounts paid by the Lessee or the State for the Lessee Improvements, including all amounts for designing, developing, planning, constructing, financing and installing such improvements, and the denominator of which is the total number of months of the useful life of the Lessee Improvements times (Y) the number of months remaining in the useful life of the Lessee Improvements. In the event of a temporary taking as described in Section 2 hereof, the proceeds shall go to the Lessor to restore the Facility to that which is substantially similar to the Facility before the taking. Section 5. Provisions Survive. The provisions of this Article shall survive the expiration or termination of this Base Lease. ARTICLE VIII DAMAGE Section 1. Damage. For purposes of this Section, the Lessor shall determine in its sole discretion if substantially all of the Premises are damaged, as described below. If all or substantially all of the Premises shall be damaged by fire, flood, windstorm or other casualty covered by insurance, the Lessor, in its sole discretion, may repair or restore the Premises as an Ohio arts facility, with such changes as may be necessary or desirable in the judgment of the Lessor. Subject to Article IV Section 1, if less than substantially all of the Premises are destroyed, the Lessor shall repair the Premises to substantially the same conditions as prior to the damage. Within ninety days of the date of such casualty, the Lessor shall notify the Lessee whether (a) it elects to repair or restore the Premises or (b) it elects to terminate this Base Lease, and the date of termination, which shall be no less than thirty nor more than sixty days from the date of the notice. “Substantially all’ shall have the same meaning as described in Article VII hereof. ‘Section 2. Repair Schedule. If the Lessor elects to repair or restore the Premises, the Lessor shall commence to repair the Premises no later than six months after notice thereof to the Lessee, or within such longer period of time as the Lessee shall consent, which consent shall not be unreasonably withheld. The Lessor shall proceed with all dispatch to complete the repair and restoration. Nothing in this paragraph shall require the Lessor to pay the costs of any repair or restoration to the Premises from other than MJORIGINAL AGREENENTSProject Specie Agmts\NURFCINURFC BASE LEASE rev 3-17-03.<00 "insurance proceeds received by It pursuant to Section 3 of this Article, provided it is in ‘compliance with such Section. Section 3, Proceeds. All Insurance proceeds resulting from claims with respect to an insured casualty shall be applied as follows: (a) If the Lessor elects to repair or restore the Premises, first to the repair or restoration of the Premises according to the samee plans and specifications as originally built, or with such modifications as the Lessee consents, which consent shall ‘not be unreasonably withheld and, second, in the event any proceeds remain after payment of such costs, the remaining proceeds shall be distributed to the Lessor; (0) If the Lessor does not elect to repair or restore the Premises, first, to pay the Lessee the Value of the Lessee Improvements, as of the date of termination, and second, in the event any proceeds of insurance remain after payment of such costs, the remaining proceeds shall be distributed to the Lessor. Section 4. Uninsured Repairs. If capital repairs or improvements to the Premises shall be required, as a result of ordinary wear or tear, the Lessee shall promptly repair, or cause the Manager to repair, the same at the Manager's own costs. Section 5. Discharge of Obligations. The Lessee may discharge its responsibilties under Section 4 of this Article by contracting for thelr provision by the Construction Administrator in accordance with the terms and provisions of the CAF ‘Agreement and/or by the Manager of the Faciity in accordance with the terms and provisions of the Management Agreement. ARTICLE IX DEFAULT Section 1. Events of Default. Each of the following shall be an “Event of Default”: {a) Failure to execute a CAF Agreement within 30 days of the date hereof; {b) Termination of the CAF Agreement prior to completion of construction; (©) The determination of any material inaccuracy in any of the representations made by the Lessor in Article | Section 2 of this Base Lease as determined in the sole discretion of the Executive Director of the Lessee; (@) Failure by either party hereto (the "Defaulting Party’), except in the case of a failure described in (a), (b) or (c) above, to observe any covenant, condition, or agreement herein contained on its part to be performed or observed and the confinuanes of such failure without curing the same within thirty days after receipt by the Defaulting Party of prior written notice of such failure; provided, that in the case of any default referred to in this clause (d) which cannot with due diligence be cured within such thirty day period, if the Defaulting Party shall proceed promptly and continuously to cure the same with due diligence, then upon receipt by the non-defaulting party of a certificate of the Defaulting Party M)ORIGINAL AGREEMENTS Project Speciic AgmisINURFCINURFC BASE LEASE rev 3-17-03.doe, 2stating the reason that such default cannot be cured within such time and stating that itis proceeding with due diligence to cure the default, the thirty day period shall be extended by such amount of time as may be reasonably necessary to cure the default, (©) An Event of Default (including the expiration of any cure period) under the Reimbursement Agreement by and among the Lessor, Bank One NA as agent, and the Letter of Credit Banks identified therein, to be dated as of Apr! 1, 2003; and (An Event of Default (including the expiration of any cure period) under the Loan ‘Agreement between the Lessor and the Port of Greater Cincinnati Development Authority, to be dated as of April 1, 2003. Section 2. Notice. Each party to this Base Lease agrees to give the other party prompt written notice of the occurrence of any event or condition which constitutes or would, with the passage of time, constitute an Event of Default hereunder. Section 3. Cure. The curing of any Event of Default within the above time limits by anyone on behalf of the Defaulting Party shall constitute a curing of any default hereunder. Section 4. Remedies. Subject to the provisions of Article X hereof, whenever any Event of Default shall have occurred and, if applicable, shall not have been cured as provided in Section 1(d) above, the non-defaulting party may (a) terminate this Base Lease in accordance with the provisions of Article X hereof, or (b) take whatever action at law or in equity it deems appropriate, in its sole discretion. ARTICLE X TERMINATION Section 1. Automatic Termination. This Base Lease shall terminate upon: (@) the enactment of any statutory measure which divests the Lessee of the authority to lease or manage all or any part of the Premises, including the Facility, without transferring contemporaneously the rights and responsibilities of the Lessee to another State agency; (b) the expiration of the term of this Base Lease, as described in Article Il hereof; (©) the receipt by Lessee and the Authority of an opinion, satisfactory to them and addressed to them, of nationally recognized bond counsel stating that (i) itis no longer necessary for the Lessee to maintain any real property interest in the Premises, including the Lessee Improvements, and (ii) termination of this Base Lease wil not adversely affect (A) the validity of the Bonds or (B) the exclusion of interest on the Bonds from the gross income of the holders of the Bonds for federal income tax purposes; (@) the taking of all or substantially all of the Premises in accordance with provisions of Article Vl hereof; MORIGINAL AGREEMENTS\Project Specie Agmis\NURFCINURFC BASE LEASE rev 3-17-03.do0 13(@) The termination of the Lease Agreement between the Authority and the Lessee dated as of June 1, 1993; or (®) The termination of the grant and conveyance to the Authority of the Commission's interest in this Base Lease. Section 2. Termination at the Option of the Lessee or Lessor. Subject to the provisions of Section 3 of this Article X, this Base Lease may be terminated: (a) in accordance with Section 1 of Article VIII; (b) at the option of either party (i) upon failure to execute the CAF Agreement within 30 days hereof; (ii) after termination of the CAF Agreement in accordance with the terms of Article IX thereof, (ill) after termination of the Management Agreement, in accordance with the provisions of Section § of Article XI hereof, or (iv) upon no less than thirty nor more than sixty days' prior written notice to the other party hereto, upon the occurrence and continuation of an Event of Default by the Defaulting Party; or (c) at the option of the Lessor upon fulfillment of the conditions set forth in Section 3 of this Article X. Section 3. Conditions to Termination. Notwithstanding anything in this Base Lease to the contrary, the Lessor shall not have the right to terminate this Base Lease under Section 2 (b) or(c) above unless and until: (a) the Lessor has reimbursed the Lessee the Value of the Lessee Improvements; (b) the Lessor provides the Authority an opinion, satisfactory to the Authority, addressed to the Authority and the Lessee, of nationally recognized bond counsel that termination of the Base Lease will not adversely affect (|) the validity of the Bonds or (ji) the exclusion of the interest on the Bonds from the gross income of the holders of the Bonds for federal income tax purposes; and (c) there has been a determination by the Commission that (i) it is no longer necessary for the Lessee to maintain any real property interest in the Premises, including the Lessee Improvements, and (i) its in the best interests of the State to terminate this Base Lease. Section 4. Rights ugon Termination. Upon termination of this Base Lease: (a) the estate created hereby shall expire and terminate as fully and completely and with the same effect as if such date were the date fixed for expiration of the term of this Base Lease and thereupon all rights and obligations of the Lessee shall terminate; (b) the Lessor shall have the right to re-enter and repossess the Premises; MAORIGINAL AGREEMENTSIProject Specie AgmtsINURFC\NURFC BASE LEASE rev 3-17-03.doe,(©) the Lessee shall peacefully leave and surrender the Premises to Lessor in good condition and repair, ordinary wear and tear and damage by insured casualty excepted; and (¢) the Lessee shall convey all its right, title and interest in the Premises, including the Lessee Improvements, to the Lessor. Upon termination of this Base Lease pursuant to Sections 1(a), (c), (d) or (e) at the option of the Lessee or Lessor pursuant to Section 2 of this Article X, the Lessor shall pay the Lessee the Value of the Lessee Improvements as of the date of termination. Section 5. Surrender of Premises. Upon termination of this Base Lease and surrender of the Premises, the Premises shall be free of and unencumbered by any liens or encumbrances other than those liens or encumbrances (\) existing at the time of the execution of this Base Lease, (i) created by or resulting from any act or status of the Lessor or Manager or failure by the Lessor or Manager to perform any obligation not required to be performed by the Lessee hereunder, or (li) created by or resulting from any ‘act of failure to act by Lessee or any sublessee or assignee of the Lessee or the Manager {to which Lessor shall have expressly consented to in writing. ARTICLE XI ASSIGNMENT AND SUBLETTING Section 1. Grant. The Lessor hereby acknowledges and consents to the grant and conveyance by the Lessee to the Authority and the Base Lease from the Authority back to the Lessee pursuant to the OBA Lease Agreement. The Lessor shall not assign its interest in this Base Lease without the written consent of the Lessee and the Authority, which consent shall not be unreasonably withheld. Section 2. Management Agreement. The Lessor consents to the Management Agreement, pursuant to which the Manager will manage the Facility as an Ohio arts facility. In the event of any inconsistency between the provisions of this Base Lease and the Management Agreement, the terms of this Base Lease shall control. ‘The Lessor acknowledges that the Lessee has fully and completely discharged all of its obligations under Section 4 of Article I, Sections 2 and 3 of Article Ill, Section 1 of ‘Article IV, Sections 1, 2 and 3 of Article VI, and Section 4 of Article VIII of this Base Lease for the full term of the Base Lease, by contracting for their provision by the arts ‘organization as Construction Administrator under the CAF Agreement and/or by the Manager of the Facilfy, pursuant to the Management Agreement. ‘The Lessor further acknowledges that a failure by the Construction Administrator ‘or Manager to perform any such obligations or the termination of the CAF Agreement or the Management Agreement for any reason whatsoever shall not constitute or be deemed a default hereunder by the Lessee and shall not serve to impose any further or other obligation upon the Lessee, all of which obligations have been fully discharged by the Lessee by the execution of the CAF Agreement and the Management Agreement. MAORIGINAL AGREEMENTS\Project Spectc Agmis\NURFCINURFC BASE LEASE rev 3-17-03.d0e 15In the event of termination of the Management Agreement, the Lessee has sole discretion to select another manager for the Facility and to enter into a new management agreement, for the remaining term of this Base Lease. ‘Section 3. Letter of Credit. Pursuant to the Management Agreement, the Manager shall provide a Letter of Crecit to the benefit of the Lessee. Such Letter of Credit shall be in an amount, and shall be drawn upon, as described in Article XV of the Management Agreement. Section 4. New Manager. During the Management Transition Period, the Lessor will cooperate with the Lessee upon Lessee’s request to find a qualified manager for the Facility and execute a new management agreement in order that the Facility be open to the general public as an arts facility. The new Manager shall be selected in accordance with Section 9 of the Subordination Agreement among the Lessor, the Lessee, Bank One NA, as trustee, and Bank One NA, as agent on behalf of itself and other banks issuing a letter of credit, to-be-dated-as-of -Aprit-2,-2008-> As used herein, the “Management ‘Transition Period” shall be that period of time commencing with the termination of the Management Agreement, for any reason whatsoever, and continuing until such time as a new management agreement is executed by the Lessee with a new manager. During the Management Transition Period, the Facility shall not be open to the general public. Section 5. Termination of Base Lease. If a new management agreement has not been execuled by the Lessee within six months of the commencement of the Management ‘Transition Period, and subject to the fulfilment of any applicable conditions set forth in this Base Lease, either the Lessor or Lessee may terminate this Base Lease by giving the other party hereto prior written notice thereof, stating (a) its intention to terminate the Base Lease and (b) the termination date, which shall be no less than thirly nor more than sixty days from date of the notice. Section 6. Role of Authority. The Lessor acknowledges that the Authority has been granted an interest in the Premises, pursuant to the grant and conveyance under the ‘OBA Base Lease Agreement, solely for the purpose of issuing the Bonds, the proceeds of which are to be used {0 finance the costs of the Lessee Improvements. The Lessor further acknowledges that the Authority is not obligated by virtue of this grant and conveyance or, under any circumstances whatsoever, including without limitation, a default by the Commission or the Manager, to perform any obligations of the Commission or the Manager, as set forth in this Base Lease or the Management Agreement. The Lessor also ‘acknowledges that the issuance of the Bonds, including the Faelity Bonds, is solely in the discretion of the Authority and may not be compelled by the Lessor or by order of any court. ARTICLE XI EXECUTION OF DOCUMENTS Section 1. Easements. The Lessor and Lessee acknowledge that the Lessee shall have all rights and duties under all easements appurtenant to the Premises. The parties further agree that from time to time, at the request of the other party, each shall ‘execute and deliver such additional documents confirming the rights of each party under all easements appurtenant to the Premises (the "Easements") or more precisely fixing the MAORIGINAL AGREEMENTS\Project Specie Agmls\NURFCINURFC BASE LEASE rev 3-17-03.doe, 16location of the Easements as such requesting party shall deem to be necessary or appropriate, all expenses of which shall be bome by the party requesting such document. Section 2. Estoppel Certificates. The Lessor and Lessee shall, from time to time following demand therefore, promplly execute, acknowledge and deliver to the other, a statement in recordable form certifying that this Base Lease is unmodified and is in full force and effect (or, if there have been modifications, that this Base Lease is in full force and effect as modified and specifying said modifications) and either stating that to the knowledge of the signer of such statement (a) no default or event which with notice or the passage of time or both, would constitute an Event of Default, exists hereunder or (b) ‘specifying each alleged Event of Default of which the signer has knowledge. Itis intended that any such statement made pursuant to this Section may be relied upon by any prospective assignee or sublessee of the Lessee or the Manager. The parties shall promptly fumish, following demand therefore, satisfactory evidence and proof of payment of items for which they are respectively responsible under this Base Lease. ARTICLE XIII PERMITTED CONTESTS Section 1. Contested Charges. The Lessee shall not be required to make any payments required by Sections 2 and 3 of Article Ill herein, provided the Lessee is ‘contesting in good faith the existence, amount, validity, or extent of its liability therefore by appropriate proceedings; provided, such proceedings operate to prevent (a) the collection of, or other realization upon, the amount so contested, (b) the sale, forfeiture or loss of all ‘or any part of the Premises or (c) any interference with the use or occupancy of all or any part of the Premises. If the Lessee is unsuccessful in the such contest, the Lessee shall promptly fully pay and discharge, or cause to be fully paid or discharged, all amounts Tequired to be paid by the Lessee pursuant to said Sections, together with any fines, penalties, judgments, interest, costs and expenses attributable thereto. The Lessee shall also timely perform or cause to be performed all acts mandated thereby. ARTICLE XIV OTHER DOCUMENTS: Section 1. Other Financing, If the Arts Project is financed with proceeds of the issuance of local bonds, a letter of credit or otherwise, the Commission must approve the terms and provisions of the documents providing for such funding. In the event such documents have been executed prior to this Lease, the Management Agreement and the CAF Agreement, the terms and provisions of such documents shall be subordinated to the terms and provisions of this Lease, the Management Agreement and the CAF Agreement. ARTICLE XV MISCELLANEOUS Section 1. Separability. Each provision hereof shall be separate and independent and the breach of any provision by any party hereto shall not discharge or relieve the other party from its obligations to perform each and every covenant to be performed by it MAORIGINAL AGREEMENTS\Projec Specific AgmsINURFCINURFC BASE LEASE rev 2-17-03.d0e 7hereunder. If any provisions hereof (or the application thereof to any person, firm or ‘corporation or to any circumstances) shall be deemed invalid or unenforceable by any ‘court of competent jurisdiction, the remaining provisions of this Base Lease (or the application of such invalid provisions to such persons, firms or corporation or Circumstances other than those as to which it Is invalid or unenforceable), shall not be affected thereby, and each provision hereof shall be valid and enforceable to the fullest extent permitted by law. Section 2. Rights Cumulative. All rights and remedies of the parties hereto shall be cumulative and, except as specifically contemplated otherwise by this Base Lease, none shall exclude any other right or remedy allowed at law or in equity, and said rights or remedies may be exercised or enforced concurrently. Section 3. Waiver. The waiver by any party hereto of, or the failure of such party to take action with respect to, any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition herein contained, or any subsequent breach of the same, or any other term, covenant or condition herein contained. Section 4. Notices, Demands. All notices, demands, requests, consents, approvals and other communications required or permitted to be given pursuant to the terms of this Base Lease shall be in writing and shall be deemed to have been properly given if hand delivered, sent by U.S. registered or certified mail, postage prepaid, or sent by e-mail or fax with written confirmation sent by a U.S. registered or certified mail, postage prepaid: (a) with respect to the Lessor: (prior to April 1, 2004) National Underground Railroad Freedom Center, Inc. 312 Elm Street, Suite 1250 Cincinnati, Ohio 45202 Aitention: Chief Financial Officer E-mail: gbockelman@nurfc.org Fax; 513-241-1202 with respect to the Lessor: (on or after April 1, 2004) National Underground Railroad Freedom Center, Inc. 50 E. Freedom Way Cincinnati, Ohio 43202 Attention: Chief Financial Officer E-mail: gbockelman@nurfc.org Fax: 513-241-1202 MAORIGINAL AGREEMENTS\Project Speci Agmts\NURFCINURFC BASE LEASE rev 3-17-03.doo 18(b) with respect to the Lessee: Ohio Arts and Sports Faclities Commission 20 East Broad Street, Suite 200 Columbus, Ohio 43215 - 3416 Attn: Executive Director E-maik kfox@oasfe.state.oh.us Fax: 614-752-2775 with additional copies sent to: Attorney General State of Ohio 30 E. Broad Street, 17th Floor Columbus, Ohio 43215 Attn: Business Counse! Section E-mail: trocco@ag.state.oh.us Fax: 614-728-9470 Ohio Building Authority 30E, Broad Street, 40th Floor Columbus, Ohio, 43266-0412 Attn: Director E-mail: fenton@oba state.oh.us Fax: 614-644-6478 In addition, such notices shall also be sent to all assignees or sublessees of the Lessee of which the sender has actual or constructive notice. The Lessor, the Lessee and the additional parties designated above shall each have the right from time to time to specify as their respective address for purposes of this Base Lease any other address upon the giving of fifteen days’ prior written notice, as provided herein, to the other parties listed above. Section §. Binding Effect. All of the covenants, conditions and obligations contained in this Base Lease shall be binding upon and inure to the benefit of the respective successors and assigns of the Lessor and Lessee to the same extent as if each ‘such successor and assign were named as a party to this Base Lease. This Base Lease may not be changed or discharged except by writing signed by the parties hereto. Section 6. Memorandum of Lease. Neither party hereto shall place this Base Lease of record, but each party shall, upon execution hereon, execute and deliver a memorandum of lease or similar instrument reflecting the terms of this Base Lease as are required pursuant to O.R.C. Section 5301.251, and which instrument shall within ten days thereafter be presented for recording in the Recorder's Office of Hamilton County, Ohio, without further notice at Lessor’s expense. Lessor shall, at its expense, promptly provide the Lessee with a certified copy of the recorded memorandum of lease. MSORIGINAL AGREEMENTS\Project Specific AgmsINURFCINURFC BASE LEASE rev 3-17-09.doe 19Section 7, Appropriation. The Lessee's obligations to make any expenditure hereunder are subject to appropriations having been made specifically for expenses related to the Facility and other approvals having been obtained as may from time to time be required by the laws of the State of Ohio. Section 8. Execution in Counterparts. This Base Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 9. Governing Law. This Base Lease shall be governed by and interpreted under the laws of the State of Ohio, and any action or proceeding arising from this Base Lease shall be commenced in a court of competent jurisdiction located in Franklin County, Ohio. Section 10. Captions. The captions of this Base Lease are for convenience only and are not to be construed as part of this Base Lease and shall not be construed as. defining or limiting in any way the scope or intent of any of the provisions hereof. Section 11. Time. Time is of the essence In this Base Lease and all provisions herein relating thereto shail be strictly construed. [This portion intentionally left blank] MAORIGINAL AGREEMENTSIProject Specitc AgmtsINURFC\NURFC BASE LEASE rev 3-17-03.doc, 20IN WITNESS WHEREOF, the Lessor and Lessee have caused this Base Lease to be executed by their duly authorized representatives as of the day and year first above written, Signed and acknowledged in the presence of: STATE OF OHIO ) Ms i ) ss: COUNTY OF ) foregoing Base Lease was acknowledged before me ont Jo , DacF , by » the Cfo_ of the National Underground Railroad Freedom Cerfer, Inc., who acknowledged that he executed the foregoing Base Lease for and on behalf of that corporation and that he_ did so as /eszy and the corporation's free act and deed, Notary Pylic ‘SHIRLEY R, ANNEKEN NOTARY PUBLIC, STATE OF CHIO MY COMMISSION EXPIRES 12-25-08 MAORIGINAL AGREEMENTS\Project Spacife AgmlsNURFCINURFC BASE LEASE rev 3-17-03.doe, 2Signed and acknowledged in the State of Ohi, by and through, presence of: § Sports Faciltie Lieber lar Mable Print Nar Cthalabibee. Signature . : Pant Name: se STATE OF OHIO ) )ss: COUNTY OF FRANKLIN) The foregoing Base Lease was acknowledged before me on, Mu. 25, F003, by Kathleen M. Fox, the Executive Director of the Ohio Arts and Sports Facilities Commission, who acknowledged that she executed the foregoing Base Lease for and on behalf of that Commission and the State of Ohio and that she did so as her, the Commission's and the State's free act and deed. Notary Public ay Approved as to form only: James Petro Attomey General, State of Ohio fea Tor Rocco Assistant Attomey General MAORIGINAL AGREEMENTS\Project Specific Agmis\NURFCWNURFC BASE LEASE rev 3-17-09.400, 22EXHIBIT A Facilty/Arts Project Facility: The National Underground Railroad Freedom Center (Freedom Center) is a museum project that will present the story of slaves escaping from slavery in the South to the Northem free states via the network of “stops” and paths known as the Underground Railroad. The facility will consist of 160,000 square foot museum and a garden esplanade depicting “pathways to freedom” for visitors to experience. Arts Project: The Arts Project consists of the design, construction and operation of the National Underground Railroad Freedom Center facility, as described above. MaNUREC\AgraementslExhibitsIEXHIBIT A B.C.doe 23EXHIBIT B Lessee Improvements The Lessee Improvements may consist of exhibits, furniture, fixtures and equipment located in the National Underground Railroad Freedom Center facility, as approved by the Executive Director of the Commission in her sole discretion {INURFC\Agreemants\Eshibts\EXHIBIT A 8 C.doo 24EXHIBIT C Land, Easements, Rights, Appurtenances/Existing Buildings Air rights above Elevation 510 of Lot 3, The Banks, Phase I, the plat of which is recorded in Plat Book 361, Pages 62 and 63 in the office of the Recorder of Hamilton County, Ohio. MaNUREC\Rgreaments\Exhibite\EXHIBIT A B C.doe 25