Everett Public Facilities District 2/28/2002

(the"Lease Term") of twenty-five (25)years from the Effective Date, or such longer period,not to exceed thirty(30) years, as is necessary to retire all revenue and general obligation bonds issued pursuant to the Interlocal Agreement for Financing. Section 1.3 Use of Leased Premises. Lessee shall have the right to use the Premises for constructing and operating thereon a Regional Center, which Regional Center shall be a multi-purpose special events center with approximately 10,000 seats for end stage concert events and approximately 8,200 seats for viewing hockey and similar floor events, and shall have such. other essential features as are described in the Feasibility Analysis, including associated parking facilities. Said Regional Center may be utilized for a sports, conference, convention, or special events center or for any other use or uses consistent with the definition of"regional center" in RCW 35.57.020, as amended from time to time, provided such use or uses are also permitted by laws and ordinances governing the Premises. Lessee shall not use the Premises, nor shall Lessee permit the use of the Premises, for any other use without the prior written consent of Lessor in each instance. Section 1.4 Condition of Premises. Lessee acknowledges that neither Lessor nor any agent of Lessor has made any representation or warranty with respect to the condition of the Premises or the suitability of the Premises for the conduct of Lessee's business, except as expressly set forth in this Lease. The possession of the Premises by Lessee at the Commencement Date of Construction shall, except as otherwise provided in this Lease, establish that the Premises are accepted by Lessee "As Is." ARTICLE 2 PREDEVELOPMENT UNDERTAKINGS AND CONDITIONS; LESSEE'S ACCESS Section 2.1 Lessor's Undertakings. The obligations of Lessee under this Lease for the payment of Rent and Impositions (both hereinafter defined) are expressly subject to completion(or waiver in writing by Lessee) of each of the following undertakings by Lessor: 2.1.1 Lessor shall, at its cost, obtain and deliver to Lessee a standard leasehold title insurance policy covering the Premises, subject only to those exceptions set forth on Exhibit A attached hereto and including such endorsements as Lessee shall reasonably request, with coverage in the amount of the most recent appraised value of the land subject to this Lease. 2.1.2 Lessor shall execute and deliver to Lessee the Memorandum of Lease contemplated under Section 21.7 herein. Section 2.2 Termination of Ground Lease. If the Lessee does not build the Regional Center and related improvements as contemplated under Article 3, then this Ground Lease shall, at the option of the City Council, be terminated and all rights, interest and possession of the Premises, together with any partial improvements made, shall be the sole property of the Lessor. 2 GROUND LEASE COE--EPFD