_____________________________________________________________________________________ Space above this line for recorders use TEE CENTER RECIPROCAL EASEMENT AGREEMENT

THIS TEE CENTER RECIPROCAL EASEMENT AGREEMENT (this Agreement) is made this ___ day of ___________, 2012, by and between AUGUSTA, GEORGIA (City) and AUGUSTA RIVERFRONT, LLC, a Georgia limited liability company (successor by election to Augusta Riverfront Limited Partnership, a Georgia limited partnership) (Developer). RECITALS A. Pursuant to that TEE Center Construction, Operating, and Reciprocal Easement Agreement (the TEE Center CORE Agreement) adopted by the Augusta Commission on December 7, 2009, City has constructed a new trade, exhibit and event center (as defined below, the TEE Center) at the northwest intersection of Reynolds Street and 9th Street in Augusta, Georgia. Construction of the TEE Center is substantially complete, and surveys have been prepared that will enable the parties to effect conveyances of property and the creation of easements as contemplated by the CORE Agreement. Immediately prior to the execution of this Agreement, Developer has conveyed certain property to City, and the parties desire to enter into this Agreement to establish certain easements and other agreements as contemplated by the TEE Center CORE Agreement. AGREEMENT In consideration of the premises and the mutual agreements and covenants contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, City and Developer, intending to be legally bound, agree as follows.

B.

C.

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ARTICLE I DEFINITIONS Section 1.1. following meanings. Definitions. As used in this Agreement, the following terms shall have the

Catering Agreement shall mean the TEE Center Catering Agreement executed by Manager, City and Developer, in its capacity as Caterer, providing for catering for the TEE Center and all extensions, renewals, and amendments thereof, so long as Developer or its designee is a party thereto. Caterer shall mean Developer or its designee providing catering services to the TEE Center pursuant to the Catering Agreement. City Property means the land designated as Parcels 1-6 on the Plat, less and except the Developer Air Rights Parcels. The TEE Center is located wholly within the City Property. Conference Center shall mean the Expanded Conference Center as defined in the Restated CORE Agreement, which shall include the Kitchen. CORE Agreement shall mean that Construction, Operating and Reciprocal Easement Agreement among City, Developer and The Downtown Development Authority dated August 15, 1989, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia, in Realty Reel 317, page 184, as amended by that First Amendment to Construction, Operating and Reciprocal Easement Agreement dated July 16, 1990, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 340, page 2110, as amended and restated pursuant to that Amended and Restated Construction, Operating and Reciprocal Easement Agreement dated June 1, 1999, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 648, page 45, as amended by that First Amendment to Amended and Restated Construction, Operating and Reciprocal Easement Agreement dated December 20, 1999, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia at Book 673, page 71. Developer Air Rights Parcels shall mean the exclusive and perpetual right of possession and occupancy of, the exclusive and perpetual right to floor and to cover over and to build and construct over, in or upon the entire space or area situate at a height above a horizontal plane of ______ feet above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument #14-R-3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the land designated as Parcels 1, 2, and 3 on the Plat. Developer Property shall mean Parcels M, N, P-4, Q, and N-1 as designated on the Plat. The boundaries of the Developer Property that are not adjacent to the City Property (and thus not reflected on the Plat) are set forth on that Plat for Augusta Riverfront Limited Partnership, et al. prepared by Cranston, Robertson & Whitehurst, P.C. dated December 18, 1999, and recorded in the Office of the Clerk of Superior Court for Richmond County, Georgia in Plat Cabinet B, Slide 68, Part B and Reel 673, pages 691-704. Easement Area No. 1 shall mean the land designated as Ingress-Egress Easement No. 1 on the Plat.
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Easement Area No. 2 shall mean the land designated as Ingress-Egress Easement No. 2 on the Plat. Hotels shall mean, collectively, the hotel owned by Developer fronting on Tenth Street and connected to the Conference Center and the hotel owned by Developer fronting on Ninth Street and connected to the Conference Center. Kitchen shall mean that portion of the Conference Center currently used as a kitchen and which was constructed and equipped by City during the construction of the TEE Center. Said Kitchen shall serve the TEE Center, for so long as the Developer serves as Caterer under the Catering Agreement, the Conference Center, the Hotels, and the TEE Center. The Kitchen shall be deemed to be part of the Conference Center (and not the TEE Center) and shall be governed by the CORE Agreement (and not this Agreement). Management Agreement shall mean the TEE Center Management executed by City and Manager for the management of the TEE Center, and all extensions, renewals, and amendments thereof, so long as Manager or its designee is a party thereto. Manager shall mean Augusta Convention Center Management, LLC, a Georgia limited liability company, an affiliate of Developer, or its designee, managing the TEE Center pursuant to the Management Agreement. Party shall mean City or Developer individually, and Parties shall mean City and Developer collectively. Plat shall mean that plat of survey entitled TEE Center prepared for Augusta-Richmond County, Georgia by Tate Horton, GA RLS No. 3027, of WK Dickson Community Infrastructure Consultants, dated _______, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia, in Plat Cabinet ____, Slide _____ # ____. Property or Properties shall mean the Developer Property, the Developer Air Rights Parcels, and the City Property, combined. Standard shall mean the first-class standard of maintenance and repair of the TEE Center equal to the higher of (a) the condition of the Conference Center, and (b) the standards of Marriott Corporation, reasonably interpreted to take into account differences between a hotel and a trade, exhibit, and event center. TEE Center shall mean the trade, exhibit and event center, together with all furniture, fixtures, and equipment now or hereafter located therein, located on the City Property. Term of this Agreement shall mean the period of time commencing on the date of this Agreement and continuing in perpetuity for so long as the TEE Center is in existence and shall include the period of time following any casualty with respect to the TEE Center for so long as City has the right to rebuild the TEE Center.

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ARTICLE II EASEMENTS

Section 2.1. Access Easements over Easement Area No. 1. Developer hereby grants to City, for the benefit of the City Property, non-exclusive easements in perpetuity over the portions of Easement Area No. 1 located on the Developer Property for vehicular and pedestrian ingress and egress to and from the public streets and sidewalks to the City Property. With the prior written consent of City, which shall not be unreasonably withheld or delayed, Developer may relocate or modify Easement Area No. 1 existing on the Developer Property, so long as such relocation or modification does not unreasonably hinder Citys access to the City Property. City hereby grants to Developer, for the benefit of the Developer Property, non-exclusive easements in perpetuity over the portions of Easement Area No. 1 located on the City Property for vehicular and pedestrian ingress and egress to and from the public streets and sidewalks to the Developer Property. With the prior written consent of Developer, which shall not be unreasonably withheld or delayed, City retains the right to relocate or modify Easement Area No. 1 existing on the City Property, so long as such relocation or modification does not unreasonably hinder Developers access to the Developer Property. Section 2.2. Access Easements over Easement Area No. 2. Developer hereby grants to City, for the benefit of the City Property, non-exclusive easements in perpetuity over Easement Area No. 2 for vehicular and pedestrian ingress and egress to and from the public streets and sidewalks to the City Property. Developer may terminate the easement over Easement Area No. 2 created in this section in the event its use is abandoned for a continuous period of six (6) months. Section 2.3. Support and Utility Easements for Developer Air Rights Parcels. If City gives its written consent, in its sole and absolute discretion, Developer may construct improvements in the Developer Air Rights Parcels. If such approval is obtained by Developer, City hereby grants to Developer, for the benefit of the Developer Property and the Developer Air Rights Parcels, a nonexclusive and perpetual easement over and under the City Property for the construction, use, repair, and maintenance of supports and utility lines (electric, communication, water, sewer, storm water, and gas, to the extent now or hereafter desirable in connection the use of the Developer Air Rights Parcels) in accordance with plans and specifications approved by City, provided that the manner of construction, use, repair, and maintenance of such supports and utilities shall be in accordance with generally accepted engineering and construction practice for improvements of such type and so as not to impair the structural integrity of Citys improvements. Section 2.4. Binding Effect; Extension of Easements to Invitees. The Parties shall have the right to extend to their tenants, customers, business guests and invitees the benefit of the rights and easements established in this Agreement, but no such tenant, customer, business guest or invitee shall by virtue thereof be deemed to have acquired any interest whatsoever in the City Property or the Developer Property or any part thereof. The benefits and burdens of the easements and restrictions created in this Agreement shall run with the land and shall be binding upon and inure to the benefit of the owners of the City Property and the Developer Property (and all subdivided portions thereof) and their respective heirs, executors, successors-in-title, tenants, and assigns, and all those holding under any of them. The easements, restrictions and obligations contained in this Agreement shall be unaffected by any change in the ownership of any property covered by this Agreement or by any change of use, demolition, reconstruction, expansion or other circumstances, except as specified herein. Each of the rights created hereunder may be enforceable in a court of equity by the owner of any property covered by this Agreement. All easements and other rights conveyed by City to Developer within this Agreement shall
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be for the benefit of the Developer Property and the Developer Air Rights Parcels. All easements and other rights conveyed by Developer to City within this Agreement shall be for the benefit of the City Property. It is the express intent of the parties hereto that the easements granted herein shall not, at any time, merge by operation of law into any owners title or interest in any parcel, but that the easements granted herein shall remain separate and distinct rights and estates in land unless the owner(s) of all affected parcels specifically evidence their intent by mutual agreement in writing to extinguish any such easement. It is further expressly provided that the acquisition hereafter by any other party (including, without limitation, a present or future mortgagee of any parcel or any portion thereof) of an ownership interest (in fee, leasehold, or otherwise) shall not operate, by merger or otherwise, to extinguish, diminish, impair, or otherwise affect any easement granted herein, which easements shall remain separate and distinct and estates in land. Section 2.5. Perpetual Easements. The Parties expressly acknowledge and agree that the purpose of this Agreement is the grant, conveyance and establishment of the easements, rights and privileges set forth herein, and none of the terms or provisions of this Agreement shall be or be deemed to be covenants restricting land to certain uses for purposes of O.C.G.A. 44-5-60, or any similar law or statute, and each Party (knowingly, willingly and upon the advice of legal counsel) expressly forever waives, releases and discharges any right that either Party now has or ever may have to claim or assert in any legal or other circumstances that any of the easements or other terms or provisions of this Agreement are in any way covered or limited by said section or any similar law or statute. ARTICLE III OPERATION AND MAINTENANCE OF TEE CENTER Section 3.1. Maintenance and Repair of TEE Center. During the Term of this Agreement, City shall, at its sole cost and expense, maintain the TEE Center to the Standard for so long as the TEE Center shall exist. During the term of the initial Management Agreement and any extensions thereof with the initial Manager, the maintenance and repair of the TEE Center shall be made in accordance with the Management Agreement, at the sole expense of City, through the efforts of Manager as described in the Management Agreement. After the expiration or earlier termination of the Management Agreement, City shall continue to maintain the TEE Center in accordance with the Standard during the Term of this Agreement, either directly or through a manager, including, without limitation, the foundations, structural supports, exterior walls, interior walls and floors, ceilings, and permanent lighting fixtures, sprinkler systems, pipes, wires and conduits within the walls, floors and above ceilings, roof, gutters, down spouts, utility lines, elevators, the heating, ventilating and air conditioning system, and other major systems and fixtures installed within the TEE Center and keep all furniture, fixtures and equipment in good operating condition and repair in accordance with the Standard. Given that Developer manages the Conference Center and owns the Hotels which are physically attached to the Conference Center, which will be attached to the TEE Center, the parties acknowledge that Developer has an important interest in insuring that the TEE Center is maintained in accordance with the Standard, whether or not Developer serves as the Manager or Caterer. Accordingly, this Agreement, and particularly this section of this Agreement, may be enforced by Developer. Section 3.2. Connection to Conference Center and Kitchen. The TEE Center has been constructed as a stand-alone facility that can be operated and used independently of the Conference Center. The Kitchen is located in the Conference Center and not the TEE Center. Except for party walls, the TEE Center is physically separate from the Conference Center and has been designed meet all zoning, building, and life safety codes without taking into consideration any portion of the Conference Center or the Hotels. At all times when Developer or its designees are managers of both the Conference Center and
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the TEE Center, the two facilities may be physically connected allowing for pedestrian access between the two facilities. In the event City elects to so connect the TEE Center and the Conference Center and the Management Agreement expires or is terminated before the expiration of the term of the CORE Agreement, Developer may, at its sole cost and expense and in its discretion, restore the TEE Center and Conference Center (which includes the Kitchen) as physically separate facilities, with no interior openings between the two facilities. In the event the separation would cause the TEE Center to violate any zoning, building, or life safety codes, City shall be responsible for all costs and expenses to bring the TEE Center into compliance therewith, and such violations shall not prohibit or delay Developer in causing such physical separation of the facilities. Section 3.3. Taxes. Developer shall be responsible for all ad-valorem taxes levied against the Developer Property and the Developer Air Rights. City shall be responsible for all ad-valorem taxes levied against the City Property. Section 3.4. Insurance by City. City shall either self-insure, self-fund or provide the following insurance meeting the following requirements: General Liability Insurance. During the Term of this Agreement and at all times when the easements created under this Agreement continue to exist, City shall, at its sole cost and expense, carry comprehensive general liability insurance, including contractual liability, personal and bodily injury, and property damage insurance, covering activities relating to the TEE Center, with a combined single limit in an amount sufficient to protect City and Developer, but in no event will such insurance be in an amount less than a combined single limit of $3,000,000 per occurrence. Such insurance may contain a loss deductible provision of not more than $100,000.00, which loss deductible amount may be adjusted upward annually by the percentage increase in the Consumer Price Index for all urban consumers (CPI-U) (All Items 1982-84=100) for the preceding calendar year. Developer and, if requested, Developers mortgage lender, shall be named as an additional insured under such insurance. City shall provide Developer with a certificate of insurance evidencing such coverage no later than thirty days prior to the opening of the TEE Center. Such insurance shall contain a severability of interest clause. Property Insurance. During the Term of this Agreement, City shall, at its sole cost and expense, procure and keep in effect fire and extended coverage for the TEE Center and all personal property located thereon, including rent loss or business interruption coverage for periods of no less than twelve (12) months, written on an All-Risk Endorsement and Replacement Cost basis, in amounts at no time less than the total replacement cost therefor. Such policy referred to above shall name City and Developer as loss payee and additional insureds, as their interest may appear. During any period of construction, such property insurance shall be provided, at Citys sole cost and expense, through a builders risk policy. City shall provide Developer with a certificate of insurance evidencing such coverage no later than thirty days prior to the commencement of this Agreement. Upon completion of construction, City shall provide Developer with such a certificate of permanent fire and extended property insurance. Section 3.5. Insurance by Developer. Developer shall either self-insure, self-fund or provide the following insurance meeting the following requirements: General Liability Insurance. During the Term of this Agreement and at all times when the easements created under this Agreement continue to exist, Developer shall, at its sole cost and expense, carry comprehensive general liability insurance, including contractual liability, personal and bodily injury, and property damage insurance, covering activities relating to the TEE Center, with a combined single limit in an amount sufficient to protect Developer and City, but in no event will such insurance be in an amount less than a combined single limit of $3,000,000 per occurrence. City shall be named as an
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additional insured under such insurance. Developer shall provide City with a certificate of insurance evidencing such coverage no later than thirty days prior to the opening of the TEE Center. Such insurance shall contain a severability of interest clause. Section 3.6. Policies and Endorsements. All insurance described in this Article may be obtained by endorsement or equivalent means under blanket insurance policies, provided that such blanket policies substantially fulfill the requirements specified herein. Where permitted, all general liability insurance shall name as additional insureds Developer, City, and, if requested, any holder of indebtedness secured by any portion of the Properties, if any; and any losses thereunder shall be payable to the parties as their respective interests may appear. The party procuring such insurance shall deliver to the other party certificates of insurance with respect to all policies so procured, including existing, additional and renewal policies and, in the case of insurance about to expire, shall deliver certificates of insurance with respect to the renewal policies not less than ten (10) days prior to the respective dates of expiration. All policies of insurance provided under this Article shall, to the extent obtainable without additional charge, have attached thereto an endorsement that such policy shall not be canceled or materially changed without at least thirty (30) days prior notice to Developer, City, any other fee or leasehold owner of any portion of the Properties, and any holder of indebtedness secured by any portion of the Properties. Section 3.7. Waiver of Subrogation. City and Developer agree that with respect to any loss or claim which is covered by insurance then being carried or required to be carried by them under this Agreement, the party suffering such loss or claim and carrying or required to carry such insurance releases the other of and from any and all claims, defense costs and expenses with respect to such loss or claim, to the extent of available insurance proceeds. City and Developer further agree that each of their insurance policies shall provide for an appropriate waiver of subrogation reflecting this release. Section 3.8. Indemnification. Subject to the waiver of subrogation provisions in this Agreement, each Party shall indemnify and hold harmless the other Party, its subsidiaries, its affiliates, and their respective officers, directors, agents, and employees from and against any and all claims, liabilities, losses, damages to persons or property, costs, and expenses of any kind or character, including without limitation reimbursement of court costs, reasonable attorneys fees, interest, fees, and penalties, to the extent such liabilities are finally determined by a court of competent jurisdiction to have been the result of the acts, omissions, negligence, or misconduct of such indemnifying Party or its employees, contractors, agents, lessees, or invitees, in the use, operation, or maintenance of the Property. This section shall survive termination of this Agreement.

ARTICLE IV DAMAGE AND DESTRUCTION Section 4.1. Damage or Destruction of TEE Center. In the event of damage to or destruction of all or any part of the TEE Center, City shall, at its election, either (i) rebuild, replace and repair such damaged or destroyed improvements to the same condition and usefulness and to the same general appearance as existed immediately prior to such damage or destruction, or (ii) clear debris and raze the improvements as outlined below. Upon such damage or destruction, City shall notify Developer of its election within ninety (90) days. In the event City elects to rebuild, replace, or repair the TEE Center, such reconstruction shall be completed as expeditiously as reasonably possible but no later than eighteen (18) months following such damage and shall be performed in compliance with the requirements set forth
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with respect to the initial construction of such improvements. In the event City elects to clear the debris and raze the improvements, such work shall be completed as expeditiously as reasonably possible but no later than three (3) months following such damage and shall be performed in a first-class and workmanlike manner. Section 5.2. Clearing Debris from Razed Improvements. To the extent City does not elect to restore the TEE Center destroyed or damaged by casualty, City shall promptly raze the entirety of the TEE Center, clear away all debris and take all other action required by good constructions practice so that the area which had been occupied by the razed improvements will be compatible with the surrounding property and shall be aesthetically appropriate in accordance with the Standard. Section 4.3. Termination of this Agreement; Option to Re-Acquire the City Property. In the event City fails to rebuild after damage to the TEE Center, this Agreement shall terminate upon the completion by City of its obligation to clear debris and raze the improvements as outline above; provided, however, all easements created in this Agreement shall continue in perpetuity unless terminated in writing by the owners of all affected Property. Upon such termination, Developer shall have a perpetual option to acquire the portion of the City Property conveyed to City on the date of this Agreement (i.e., Parcels 1, 2, and 3 as designated on the Plat) for its fair market value, as determined by an appraisal complying with the laws of Georgia with respect to the sale of government owned property. City shall reasonably cooperate with Developer in obtaining such appraisal and all necessary approvals for such conveyance of the City Property.

ARTICLE V MISCELLANEOUS Section 5.1. Breach. In the event of a breach or threatened breach of this Agreement, the parties shall be entitled to institute proceedings for full and adequate relief from the consequences of said breach or threatened breach (including, without limitation, the right to obtain injunctive relief or specific performance). In the event such proceedings are instituted, the non-prevailing litigant shall pay the reasonable attorneys fees of the prevailing litigant. It is expressly agreed that no breach of this Agreement shall result in a cancellation, rescission or termination of this Agreement or the easements and other rights and obligations created hereby. Section 5.2. Amendments. The terms, covenants, conditions, and provisions of this Agreement cannot be modified or added to except in writing signed by all Parties. Section 5.3. Time of Essence. Time is of the essence.

Section 5.4. Notices. All notices hereunder or required by law will be sent (a) via US Mail, postage prepaid, certified or registered mail, return receipt requested; or (b) via any nationally recognized commercial overnight carrier with provisions for a receipt, in either case addressed to the parties hereto at their respective addresses or numbers set forth below or as they will have theretofore specified by notice delivered in accordance herewith:

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In case of the City to: Augusta, Georgia City County Municipal Building 530 Greene Street Augusta, Georgia 30901 Attn: City Administrator

With a copy to: Augusta, Georgia Legal Department 530 Greene Street Augusta, Georgia 30901 Attn: General Counsel

In the case of Developer to: 933 Broad Investment Co., LLC One 10th Street, Riverfront Center Suite 340 Augusta, Georgia 30901 Attn: Mr. Paul S. Simon

With a copy to: Hull Barrett, PC 801 Broad Street, 7th Floor Augusta, Georgia 30901 Attn: Rand Hanna

Section 5.5. Entire Agreement; TEE Center CORE Agreement Superseded. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by the parties hereto. This Agreement supersedes the TEE Center CORE Agreement in its entirety. Section 5.6. Severability. If any provision of this Agreement or its application to any party or circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, will not be affected thereby, and each provision hereof will be valid and will be enforced to the fullest extent permitted by law. Section 5.7. Computation of Time. The time in which any act under this Agreement is to be done shall be computed by excluding the first day and including the last day. If the last day of any time period stated herein shall fall on a Saturday, Sunday or legal holiday, then the duration of such time period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday or legal holiday. Unless preceded by the word business, the word day shall mean a calendar day. The phrase business day or business days shall mean those days on which the Superior Court of Augusta-Richmond County, Georgia is located is open for business. Section 5.8. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Georgia. Section 5.9. Waiver. The failure of either party to insist upon a strict performance of any of the terms or provisions of this Agreement or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by either party of any term or provision hereof shall be deemed to have been made unless expressed in writing and signed by such party. Section 5.10.
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Successors and Assigns. The provisions of this Agreement shall apply to, inure

to the benefit of and bind the Parties and the respective successors and assigns thereof, including, without limitation, any mortgagee acquiring an interest in any portion of the Developer Property or the City Property or any improvements thereon by reason of foreclosure, deed or assignment in lieu of foreclosure or purchase at foreclosure sale; but any such mortgagee shall not incur or be required to assume any obligation under this Agreement unless and until such mortgagee has so acquired an interest in any portion of the Developer Property or the City Property or any improvements thereon, and then only such as may arise by operation of law by reason or privity of estate as limited by the provisions of this Agreement. Subject to the above, whenever in this Agreement a reference to any Party is made, such reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors and assigns of such Party. It is expressly acknowledged and agreed by the Parties hereto that Developer may convey all or any portion of the Developer Property and retain from such conveyance the rights and obligations of Developer under this Agreement. Such retained rights and obligations of Developer may be further transferred, assigned or conveyed by Developer or financed and assigned by Developer as set forth in Section 5.16 below. Section 5.11. Force Majeure. Any partys performance under this Agreement shall be suspended to the extent such partys performance shall be delayed or hindered in or prevented from the performance of any act required by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, riots, terrorism, insurrection, war or other reason of a like nature not the fault of such party. Section 5.12. third party. Third Party Beneficiaries. This Agreement shall not inure to the benefit of any

Section 5.13. Relationship of the Parties. Nothing contained herein shall be construed or interpreted as creating a partnership, joint enterprise or joint venture between or among the Parties. It is understood that the relationship between the parties is an arms-length one that shall at all times be and remain separate with respect to their interests in each tract. No Party shall have the right to act for or on behalf of another Party, as agent or otherwise, unless expressly authorized to do so by separate written instrument signed by the Party to be charged or bound. Section 5.14. Interpretation. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party having or being deemed to have structured or dictated such provision. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural; and the plural shall include the singular. Titles of Articles and Sections of this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections or Subsections thereof shall refer to the corresponding Article, Section or Subsection of this Agreement unless specific reference is made to the articles, sections or subdivisions of another document or instrument. Section 5.15. Management Agreement. The Parties acknowledge that the Management Agreement in effect on the date of this Agreement may shift responsibility for costs, operation, insurance, etc. between Developer (or its affiliate) and City. In the event the Parties agree to the terms of a Management Agreement with respect to the management of the TEE Center (and such agreement shall be assumed if the Parties or their affiliates are parties to the Management Agreement), any conflicting terms of the Management Agreement shall control over this Agreement. Without limiting the foregoing, during the term of the Management Agreement, the provisions therein regarding insurance and indemnification shall supersede the insurance and indemnification provisions in this Agreement. Section 5.16. Financing - Limitations of Mortgagee Liability. Any Party may finance its Property subject to this Agreement, and, in conjunction therewith, may convey and/or assign (either
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absolutely or conditionally) all of its rights and interests under this Agreement to any mortgagee or lessee. This Agreement and the rights, interests and easements created hereunder shall be prior and superior to any such mortgage or lease of any portion of the Property. Any such mortgagee or lessee shall be liable for the performance of the mortgagors or lessees covenants and obligations hereunder only if and for so long as such mortgagee or lessee comes into and holds possession (or has a right to possession) of such mortgagees or lessees property, but upon any such transfer or further lease the transferee shall be subject to the terms of this Agreement. Except as specifically provided in this Agreement, no mortgagee shall have any personal or corporate liability with regard to any provision of this Agreement during the period of such mortgagees ownership or possession of any property encumbered hereby, any such mortgagees liability hereunder being limited to its interest in the property covered by such mortgage, any improvements erected thereon, and the rents and other income derived therefrom. Section 5.17. Status Reports. Recognizing that any Party may find it necessary from time to time to establish to third parties such as accountants, banks, mortgagees or the like, the then current status of performance hereunder, the Parties each agree, upon the written request of the other Party, made from time to time by notice as provided in this Agreement, to furnish promptly a written statement (in recordable form, if requested) on the status of any matter pertaining to this Agreement to the best of the knowledge and belief of the Party making such statement. [EXECUTION ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed under seal effective the date and year first above written. Signed, sealed and delivered in the presence of: ________________________ Unofficial Witness ________________________ Notary Public (Notary Seal) Signed, sealed and delivered in the presence of: ________________________ Unofficial Witness ________________________ Notary Public (Notary Seal) Augusta Riverfront, LLC, a Georgia limited liability company By:________________________ Paul S. Simon As its President (Seal) Augusta, Georgia By:________________________ Its Mayor Attest:______________________ Its Clerk of Commission (Seal)

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