Everett Public Facilities District 2/28/2002

Regional Center and an as-built survey showing the location of the Regional Center, all improvements and underground utilities. Section 3.5 Ownership of Improvements. At the expiration or earlier termination of this Lease, Lessor may, at Lessor's option, elect to: (a) take title (without payment of additional consideration) to the Regional Center and all improvements, additions, alterations, replacements, appurtenant fixtures, machinery, equipment installed therein, and all other assets of Lessee; or (b) require Lessee, at Lessee's sole expense,promptly to demolish the Regional Center and restore the premises to a graded land condition with utilities marked. ARTICLE 4 RENT Section 4.1 Commencement of Rent Payments. For the year commencing on January 1, 2006, and continuing for each year of the Lease Term, Lessee shall pay to the Lessor Rent in an amount equal to fifty percent (50%) of Cash Flow after Permitted Debt Service or the amount as identified in Exhibit D,whichever is greater. Payments of Rent shall be made thirty (30) days following the end of each calendar year quarter in an amount equal to fifty percent (50%) of Cash Flow after Permitted Debt Service for the just completed quarter. By March 31, following the end of each year, Lessee shall reconcile the amount of Rent actually paid against the Rent owed by making an additional payment of Rent equal to the difference between the sum of the four quarterly Rent payments already made for the year just completed and the greater of (a) an amount equal to fifty percent(50%) of Cash Flow after Permitted Debt Service or(b)the amount identified in Exhibit D. In the event that Lessee is unable to meet the Rent Payment obligations in whole or in part by the date due,the unpaid amount as well as interest calculated on a quarterly basis at a rate equal to the average Washington State Local Government Investment Pool yield plus two percent (2%)per annum(the"Applicable Rate"),will accrue as an Intergovernmental Loan to the Lessor. The amount due to the Lessor that is in arrears will be payable at such time as the Lessee's Cash Flow permits. As used herein, terms shall have the following meanings: 4.1.1 "Cash Flow After Permitted Debt Service" shall mean Gross Income less the following: (i) Impositions; (ii) Operating Expenses; (iii) and Permitted Debt Service. 4.1.2 "Gross Income" shall mean the aggregate cash revenue actually received by the Everett Public Facilities District, directly or indirectly, from the lease, sale, license, or exchange of any and all services, admissions, food services, amenities, • advertisements, promotions, novelties, luxury boxes, season tickets, subscriptions,parking, rentals, sales and use taxes, and admission taxes which is generated from or in conjunction with operation of the Regional Center by Lessee or any of its sublessees, assignees, licensees, concessionaires, or transferees. 4.1.3 "Permitted Debt Service" shall mean any and all payments due and payable on the Permitted Debt. 4 GROUND LEASE COE--EPFD