Appendix A Addenda Acknowledgement

University of Kentucky Purchasing Division 322 Peterson Service Building Lexington, KY 40506-0005

A n E q u a l O p p o r t u n i t y U n i v e r s i t y

REQUEST FOR PROPOSALS

UK-1122-12 Student Housing Developer

ADDENDUM # 1 11-03-2011

ATTENTION: This is not an order. Read all instructions, terms and conditions carefully.

IMPORTANT: RFP AND ADDENDUM MUST BE RECEIVED BY 11/22/2011 @ 3:00 P.M. LEXINGTON, KY TIME Offeror must acknowledge receipt of this and any addendum as stated in the Request for Proposal.

1. Please modify Section 3.4, Offeror Presentations, as follows:

Offeror Presentations

All Offerors whose proposals are judged acceptable for award may be required to make an Offeror presentation to the evaluation committee. Presentations are tentatively scheduled for December 12, 2011.

December 2, 2011.

2. Also, refer to the attached Pre-Proposal Conference Sign in Sheet.

OFFICIAL APPROVAL

UNIVERSITY OF KENTUCKY

________________________________________ Mike Mudd 859-257-5409

University of Kentucky Purchasing Division 322 Peterson Service Building Lexington, KY 40506-0005

A n E q u a l O p p o r t u n i t y U n i v e r s i t y

REQUEST FOR PROPOSALS

UK-1122-12 Student Housing Developer

ADDENDUM # 2 11-10-2011

ATTENTION: This is not an order. Read all instructions, terms and conditions carefully.

IMPORTANT: RFP AND ADDENDUM MUST BE RECEIVED BY 11/22/2011 @ 3:00 P.M. LEXINGTON, KY TIME Offeror must acknowledge receipt of this and any addendum as stated in the Request for Proposal.

1. Please modify the first paragraph of Section 3.7, Proposal Submission and Deadline, as follows:

Offeror must provide one (1) electronic copy on compact disk and fifteen (15) printed copies of each proposal under a sealed cover, prior to 3:00 P.M. Lexington, KY time on date as specified in Section 3.1 Key Event Dates and addressed to the Purchasing Officer as listed in Section 3.2 Offeror Communication.

2. Also, refer to the attached Written Questions and Responses and an attached Occupancy Rates

Spreadsheet.

OFFICIAL APPROVAL

UNIVERSITY OF KENTUCKY

________________________________________ Mike Mudd 859-257-5409

Appendix B PASSHE References Letters

•

Slipp.eryR~ck Untversi1y

Robert M. Smirh l'residmt

1 Morrow Way 300 Old Main

Slippery Rock, PA 16057-1326 724.738.2000 724.738.2169 FAX robert.smith@sru.edu

November 10, 2011

Dr. Eli Capilouto Office of the President University of Kentucky 101 Main Building Lexington, KY 40506-0032

Dear Dr. Capilouto:

Office of the President

On behalf of Slippery Rock University, I want to highly recommend Education Realty Trust (EDR) for the University of Kentucky's current housing RFP. Through a public/private partnership EDR led and coordinated a massive and fast track housing replacement plan at Slippery Rock University. The results have been outstanding with the construction of 2,136 new residence hall beds on our campus and the demolition of our old dysfunctional dorms. The new housing has revitalized Slippery Rock's campus and changed our entire ability to compete for the top graduating high school students.

Our students love the new housing, and it has caused applications and enrollment to grow despite a reducing number of high school graduates in our region by as much as 20%. This project was a "game-changer" for us and the results have produced a freshman class with higher SAT scores, greater percentage form the top 10% and top 25% of high school classes, as well as an increase in retention and graduation rates.

The success with these academic attributes was highly correlated with the educational amenities included within the housing complex, which have greatly helped our residence life programs. The new housing also incorporates the latest in sustainable design and is LEED rated. These energy saving enhancements have added cost-savings and is leading to an accelerated repayment of the initial cost.

We selected EDR through a rigorous competitive bidding process based on projected best value. EDR had long term experience and in-depth understanding of the challenges associated with public/private partnerships. They were invaluable in delivering high quality, cutting-edge housing on time and on budget. More importantly they were willing to listen to our ideas and shape their experience with our specific aspirations and goals. They collaborated closely with our staff throughout the process and evidenced a sincere desire to meet the needs of the University and our students by creating wonderful housing. EDR performed with integrity and commitment throughout the process.

A member of the Pennsylvania Sra[e System of Higher Education i rod: solid education www.sru.edu

I've discussed our experience with Ben Crutcher on a number of occasions. I know this is an important strategic move on your behalf. It is more than just creating sleeping rooms. I feel very confident recommending Education Realty Trust to the University of Kentucky interested in privatized student housing. Please feel free to call me and discuss.

~lc;Ltk~~ Robert M. Smith President

cc: Frank A. Butler Executive Vice President University of Kentucky 107D Main Building Lexington, K Y 40506

William W. Harris, MAl Senior Vice President Education Realty Trust, Inc. 530 Oak Court Drive, Suite 300 Memphis, TN

Appendix C EDR Board Resolution

Appendix D Form 10-K

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41

 

 

 

 

 

 

 

 

 

 

 

 

51

 

 

 

 

 

 

 

57

 

58

 

 

 

 

 

 

 

 

 

 

 

65

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

76

 

 

77

 

 

78

 

 

80

 

 

 

 

 

 

 

 

85

 

 

 

 

 

 

 

90

 

 

 

 

 

 

 

 

 

 

 

 

 

100

 

 

   

EXHIBIT 21.1Education Realty Trust, Inc., Subsidiary List

Section 4: EX-21.1

Subsidiaries  

Jurisdiction of incorporation

of organization Allen & O’Hara Development Company, LLC   Delaware Allen & O’Hara Education Services, Inc.   Delaware AOD/Raleigh Residence Hall, LLC   Tennessee AODC/CPA, LLC   Delaware APF EDR, LP   Delaware APF Food Services, LP   Delaware Cape Trails (DE), LLC   Delaware Carrollton Crossing, LLC   Georgia Clayton Station (DE), LLC   Delaware EDR Athens I, LLC   Delaware EDR Auburn, LLC   Delaware EDR  Austin, LLC   Delaware EDR Berkeley Place GP, LLC   Delaware EDR Berkeley Place Limited Partnership   Delaware EDR BG GP, LLC   Delaware EDR BG, LP   Delaware EDR C Station, LLC   Delaware EDR Carbondale, LLC   Delaware EDR Cayce Manager, Inc.   Delaware EDR Cayce, LLC   Delaware EDR Charlottesville LLC   Delaware EDR Charlottesville Jefferson LLC   Delaware EDR Charlottesville Wertland LLC   Delaware EDR Clemson I GP, Inc.   Delaware EDR Clemson I Limited Partnership   Delaware EDR Clemson Place GP, LLC   Delaware EDR Clemson Place Limited Partnership   Delaware EDR Columbia Limited Partnership   Delaware EDR Columbia, Inc.   Delaware EDR Columbia, LLC   Delaware EDR Columbus Limited Partnership   Delaware EDR Columbus, Inc.   Delaware EDR Columbus, LLC   Delaware EDR Employment Resources, LLC   Delaware EDR Gainesville GP, LLC   Delaware EDR Gainesville Limited Partnership   Florida

   

  

Subsidiaries  

Jurisdiction of incorporation

of organization EDR Greensboro, LLC   Delaware EDR Isla Vista JV Investor, LLC   Delaware EDR Isla Vista JV Manager, LLC   Delaware EDR Isla Vista Services Investor, LLC   Delaware EDR Isla Vista Services Manager, LLC   Delaware EDR Knoxville Limited Partnership   Delaware EDR Knoxville, Inc.   Delaware EDR Knoxville, LLC   Delaware EDR Lawrence Limited Partnership   Delaware EDR Lawrence, Inc.   Delaware EDR Lawrence, LLC   Delaware EDR Limpar, LLC   Delaware EDR Lubbock Limited Partnership   Delaware EDR Lubbock, Inc.   Delaware EDR Lubbock, LLC   Delaware EDR Manager, LLC   Delaware EDR Murfreesboro, LLC   Delaware EDR Norman, LLC   Delaware EDR Orlando Limited Partnership   Delaware EDR Orlando, Inc.   Delaware EDR Orlando, LLC   Delaware EDR Oxford, LLC   Delaware EDR Riverside, LLC   Delaware EDR State College Limited Partnership   Delaware EDR State College, Inc.   Delaware EDR State College, LLC   Delaware EDR Statesboro, LLC   Delaware EDR Stillwater Limited Partnership   Delaware EDR Stillwater, Inc.   Delaware EDR Stillwater, LLC   Delaware EDR Syracuse, LLC   Delaware EDR Syracuse Campus West LLC   Delaware EDR Tallahassee I, LLC   Delaware EDR Tallahassee Limited Partnership   Delaware EDR Tallahassee, Inc.   Delaware EDR Tallahassee, LLC   Delaware EDR Tampa Limited Partnership   Delaware EDR Tampa, Inc.   Delaware EDR Tampa, LLC   Delaware EDRT/ETA Tuscaloosa LLC   Delaware

   

 

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  EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-161493 on Form S-3, Registration Statement No. 333-161497 on Form S-3, Registration Statement No. 333-131284 on Form S-3, Registration Statement No. 333-167918 on Form S-8 and Registration Statement No. 333-136145 on Form S-8 of our report dated March 7, 2011, relating to the consolidated financial statements of Education Realty Trust, Inc. (“The Trust”) as of December 31, 2010 and 2009 and for each of the three years in the period ended December 31, 2010, and the effectiveness of the Trust’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Education Realty Trust, Inc. for the year ended December 31, 2010.

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Subsidiaries  

Jurisdiction of incorporation

of organization EDR Tucson I, LLC   Delaware EDR Tucson Phase II Limited Partnership   Delaware EDR Tucson, Inc.   Delaware EDR Tucson, LLC   Delaware EDR Tuscaloosa LLC   Delaware EDR Wabash Limited Partnership   Delaware EDR Wabash, Inc.   Delaware EDR Wabash, LLC   Delaware EDR Western Michigan Limited Partnership   Delaware EDR Western Michigan, Inc.   Delaware EDR Western Michigan, LLC   Delaware Education Realty OP GP, Inc.   Delaware Education Realty OP Limited Partner Trust   Maryland Education Realty Operating Partnership, LP   Delaware Education Realty Trust, LLC   Delaware Jacksonville Place (DE), LLC   Delaware Macon Place (DE), LLC   Delaware Martin Place (DE), LLC   Delaware Murray Place (DE), LLC   Delaware River Pointe (DE), LLC   Delaware Statesboro Place, LLC   Georgia Salisbury Student Apartment Developers, LLC   Maryland Troy Place (DE), LLC   Delaware University Towers Building, LLC   North Carolina University Towers OP GP, LLC   Delaware University Towers Operating Partnership, LP   Delaware University Towers Raleigh, LLC   North Carolina University Towers Raleigh Services, LLC   North Carolina University Village – Greensboro, LLC   Delaware WEDR Riverside Investors V, L.L.C.   Delaware WEDR Riverside Mezz Investors V, L.L.C.   Delaware WEDR Stinson Investors V, L.L.C.   Delaware Western Place, LLC   Georgia

   

 

Section 5: EX-23.1

/s/ Deloitte & Touche LLP       Memphis, Tennessee   March 7, 2011  

 

   

Section 6: EX-31.1

EXHIBIT 31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Randy Churchey, certify that:

1. I have reviewed this Annual Report on Form 10-K of Education Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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EXHIBIT 31.2

Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

I, Randall H. Brown, certify that:

1. I have reviewed this Annual Report on Form 10-K of Education Realty Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  March 7, 2011     /s/ Randy Churchey   Randy Churchey   Chief Executive Officer

 

   

Section 7: EX-31.2

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U. S. C. § 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Education Realty Trust, Inc. (the “Trust”) on Form 10-K for the period ended December 31 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Randy Churchey, Chief Executive Officer of the Trust, certify, in my capacity as an officer of the Trust, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

Date: March 7, 2011

In accordance with SEC Release No. 34-47986, this Exhibit is furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

 

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Exhibit 32.2

  CERTIFICATION PURSUANT TO 18 U. S. C. § 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 7, 2011 /s/ Randall H. Brown   Randall H. Brown   Chief Financial Officer

 

   

Section 8: EX-32.1

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  (2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

  /s/ Randy Churchey     Randy Churchey     Chief Executive Officer  

 

   

Section 9: EX-32.2

In connection with the Annual Report of Education Realty Trust, Inc. (the “Trust”) on Form 10-K for the period ended December 31 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Randall H. Brown, Chief Financial Officer of the Trust, certify, in my capacity as an officer of the Trust, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

Date: March 7, 2011

In accordance with SEC Release No. 34-47986, this Exhibit is furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933.

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  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust.

  /s/ Randall H. Brown    Randall H. Brown    Chief Financial Officer  

 

   

Appendix E Financial References

2

Appendix F Management Agreement

COLLEGIATE HOUSING

MANAGEMENT AGREEMENT DATED AS OF ______________ BETWEEN

____________________________________________ AND ALLEN & O'HARA EDUCATION SERVICES, INC.,

a subsidiary of Education Realty Trust, Inc.

TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATION ...................................................................... 1

1.1 Definitions ............................................................................................................................. 1 1.2 Accounting Terms and Determinations ................................................................................. 4

ARTICLE II APPOINTMENT AND GENERAL PROVISIONS ........................................................ 4 2.1 Appointment .......................................................................................................................... 4 2.2 Management Duties and Authority ....................................................................................... 4 2.3 Leasing Duties and Authority ................................................................................................ 4 2.4 Relationship of the Parties ..................................................................................................... 5 2.5 Licenses ................................................................................................................................. 5 2.6 Cooperation ........................................................................................................................... 5 2.7 Representatives ...................................................................................................................... 5 2.8 Manager’s Office ................................................................................................................... 5

ARTICLE III MANAGEMENT DUTIES AND AUTHORITY .......................................................... 6 3.1 Facility Management Generally ............................................................................................ 6 3.2 Management Employees. ...................................................................................................... 7 3.3 Rent Collection and Services with Respect to Leases ........................................................... 8 3.4 Services with Respect to Contracts ....................................................................................... 9 3.5 Services with Respect to Legal Requirements & Insurance Requirements ......................... 10 3.6 Records and Reports ............................................................................................................ 10 3.7 Bank Accounts and Handling of Funds. .............................................................................. 11 3.8 Payment of Expenses. .......................................................................................................... 11

ARTICLE IV LEASING DUTIES AND AUTHORITY ...................................................................... 12 4.1 Duties and Authority ........................................................................................................... 12 4.2 Non-Discrimination ............................................................................................................. 13

ARTICLE V INSURANCE ..................................................................................................................... 13 5.1 Owner's Insurance ............................................................................................................... 13 5.2 Contractor’s and Subcontractor’s Insurance. ....................................................................... 14 5.3 Insurance Requirements ...................................................................................................... 14 5.4 Manager’s Insurance. .......................................................................................................... 14 5.5 Indemnification; Waiver of Subrogation ............................................................................. 15

ARTICLE VI MANAGER'S COMPENSATION................................................................................. 15 6.1 Manager’s Fee ..................................................................................................................... 15 6.2 Expense Reimbursement. .................................................................................................... 16

ARTICLE VII TERM ............................................................................................................................. 16 7.1 Term .................................................................................................................................... 16 7.2 Termination ......................................................................................................................... 17 7.3 Use of Name ........................................................................................................................ 18

ARTICLE VIII REPRESENTATIONS AND WARRANTIES .......................................................... 18 8.1 Representations and Warranties of Manager and Owner .................................................... 18

ARTICLE IX MISCELLANEOUS ........................................................................................................ 19 9.1 Manner of Giving Notice. .................................................................................................... 19 9.2 No Partnership: etc. ............................................................................................................. 21 9.3 Severability. ......................................................................................................................... 21 9.4 Modification. ....................................................................................................................... 21 9.5 Successors and Assigns. ...................................................................................................... 21 9.6 Counterparts. ....................................................................................................................... 21 9.7 Governing Law .................................................................................................................... 21 9.8 Time is of the Essence ......................................................................................................... 22 9.9 Interpretation ....................................................................................................................... 22 9.10 Complete Agreement ........................................................................................................... 22

1

COLLEGIATE HOUSING MANAGEMENT AGREEMENT

This COLLEGIATE HOUSING MANAGEMENT AGREEMENT (“Agreement”) is dated and made as of _____________ between ___________________________, a ____________, located at _______________________ (“Owner”), and ALLEN & O'HARA EDUCATION SERVICES, INC., a Delaware corporation qualified to do business in the _______________________, with offices at 530 Oak Court Drive, Suite 300, Memphis, Tennessee 38117-3725, a subsidiary of Education Realty Trust, Inc. (“Manager”), with a Term and Effective Date as provided in Section 7.1 hereof.

RECITALS

WHEREAS, Owner is the owner of a collegiate housing facility known as

_________________ located in ______________________ (the “Facility”). WHEREAS, Owner desires to appoint Manager as its sole and exclusive agent to

manage, supervise, rent, lease, maintain and operate the Facility, and Manager desires to accept such appointment, upon the terms, covenants, conditions and provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Manager hereby covenant and agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, unless otherwise specified, the following terms have the following meanings:

“Affiliate” means with respect to any Person, any relative of the Person in question, if such Person is an individual, or any other Person directly or indirectly controlled by, controlling or under common control with the Person in question. For the purposes hereof, with respect to any Person that is not an individual, “control” means ownership, directly or indirectly, of at least 50% of the equity interests in such Person.

“Agreement” is defined in the Preamble to this Agreement “Annual Budget” means that certain annual budget that has been prepared by Manager

and approved by Owner, and all revised and replacement annual budgets submitted by Manager and approved by Owner in accordance with the terms and provisions hereof.

2

“Calendar Year” means January 1 – December 31, except that the first Calendar Year shall begin on the Effective Date hereof, and except that the last Calendar Year shall end on the date this Agreement expires or terminates.

“Capital Costs” means any costs, expenses or expenditures with respect to Capital

Improvements. “Capital Improvements” means any alterations of, additions to, or renovations of the

Facilities, or any portion thereof, after the initial completion thereof other than ordinary maintenance and repairs.

“Casualty” means any accidental damage to, or destruction of, the Facility or any part thereof.

“Condemnation” means the Facility or any part thereof, becomes unfit for use. “Contracts” means the agreements, contracts, documents and obligations (other than the

Leases or this Agreement) now or hereafter in effect relating to the Facility entered into in accordance with the terms hereof, except any agreements, contracts, documents and obligations relating to Financing or a Sale.

“Contract Documentation” means a bill or invoice for services rendered or materials

provided under any Contract or purchase order made in accordance with the terms hereof (i) which Manager has identified to a specific line item in the Annual Budget and (ii) with respect to which Manager is willing to certify to Owner that the services or materials have been provided in accordance with such Contract or purchase order.

“Creditworthy” means that a determination has been made by the Manager, after

investigation, that a Tenant has an acceptable credit history and references. “Default” means any condition or event which constitutes an Event of Default or which

with the giving of notice or the lapse of time would, unless cured or waived, become an Event of Default.

“Deposit Account” is defined in Section 3.7.

“Effective Date” is as set forth in the Preamble to this Agreement.

“Facility” is defined in the Recitals in this Agreement and, where appropriate, includes the land, buildings, other improvements and personal property, as more particularly described in Section 2.1 of this Agreement.

“Financing” means any financing or refinancing by debt, sale and leaseback or other form

of financing with respect to the Facility or any debt or other obligation of Owner relating to the Facility.

3

“First Class Manner” means, in a first class manner, standard or condition (as applicable) for the type, style, class, age and location (including submarkets) of the Facility consistent with the Annual Budget, in a manner intended to maximize cash flow.

“Fiscal Year” means Calendar Year. “GAAP” means accounting in accordance with generally accepted accounting principles

(“GAAP”) with the exception of compliance with certain GAAP requirements if specifically requested by the Owner in writing.

“Gross Rents” means the total amount of monthly rent charged to tenants.

“Gross Revenues” means, for any period, with respect to the Facility the sum of (i) the

Gross Rents, plus (ii) other operating revenues, plus (iii) non-operating revenues (other than contributions, income derived from the sale of assets not in the ordinary course of business or any gain from the extinguishing of debt, termination of pension plans, or other extraordinary item, or earnings on amounts which are irrevocably deposited in escrow to pay the principal of or interest on indebtedness), all as determined in accordance with GAAP, but excluding in any event (a) any gains on the sale or other disposition of investments or fixed or capital assets not in the ordinary course of business, (b) earnings resulting from any reappraisal, revaluation, or write-up of assets, (c) any proceeds from insurance, (d) contributions from any Affiliate, (e) proceeds of any loan or financing or refinancing, (f) proceeds of any eminent domain taking any portion of the Owner’s property, (g) security deposits, (h) sales and use taxes actually collected, (i) amounts received in settlement of any claims, and (j) refunds or allowances from suppliers.

“Insurance Requirements” is defined in Section 5.1 of this Agreement. “Leases” means the leases, licenses, subleases and other occupancy agreements now or

hereafter in effect and relating to the Facility, including all renewals, extensions, amendments and other modifications thereof and any guaranties of the obligations of any Tenant thereunder.

“Legal Requirements” means all Permits, laws, codes, acts, ordinances, orders,

judgments, decrees, injunctions, rules, regulations, directions and requirements of, and agreements with, governmental bodies, agencies or officials, now or hereafter applicable to the Facility, or the management, leasing or any use or condition thereof.

“Lenders” means any lenders financing construction or operation of the Facility. “Loan” or “Loans” means a loan or loans made by the Lenders financing construction or

operation of the Facility.

“Loan Documents” means all documents, certificates, agreements or other instruments executed in connection with the Loans.

“Management Fee” is defined in Section 6. 1.

4

“Manager” is defined in the Preamble to this Agreement. “Manager Default” is defined in Section 7.2. “Manager's Office” is defined in Section 2.6.

“Operating Account” is defined in Section 3.7.

“Operating Expenses” or “Operating Expense” means, for any period, all expenditures

made for such period by, or on behalf of, Owner with respect to the Facility. Operating Expenses shall be accounted for in accordance with GAAP on an accrual basis, including, without duplication (subject to the exclusions described below), (a) the cost of reimbursing Manager for Manager’s employees operating and maintaining the Facility to the extent set forth in the Annual Budget or otherwise approved by Owner, (b) the Management Fee, (c) expenses paid for the operation, maintenance, rehabilitation or Restoration of the Facility pursuant to the Annual Budget or with the approval of Owner, (d) expenses paid as permitted hereunder, and (e) interest expense related to debt service paid on any Financing; but excluding, without duplication, (i) Capital Costs; (ii) amounts paid with respect to the federal, state or local income, gross revenue, franchise or similar taxes paid by Owner to the extent assessed against the Facility; (iii) non-cash charges calculated for items such as depreciation or amortization of property.

“Owner” is defined in the Preamble to this Agreement. “Owner Default” is defined in Section 7.2.

“Permits” means all licenses, authorizations, certificates, variances, consents, approvals

and other permits now or hereafter required relating to the use, operation, management or leasing of the Facility.

“Person” means any individual, corporation, partnership, limited liability company association, trust or other entity or organization, including a government or political subdivision or agency or instrumentality thereof.

“Restoration” means the protection of the Facility after any Casualty or Condemnation and the restoration, repair, replacement, rebuilding or demolition of the Facility after such Casualty or Condemnation to the extent decided by Owner.

“Sale” means any sale, assignment, donation, transfer or other disposition of the Facility directly or by sale of the beneficial interests therein, including any sale or transfer by agreement, foreclosure or otherwise.

“Standard Form Lease” shall mean the form of lease approved by Owner as the standard form of leasing agreement for the Tenants of the Facility, as amended, supplemented or modified by the parties from time to time.

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“Standard Rent” shall mean monthly rent for each apartment or bed in the Facility as specified in the Annual Budget, or such other rent as may be specified or approved by Owner from time to time.

“Standard Term” means a lease term of at least twelve months or such other period of time approved by Owner.

“Tenants” means the tenants, subtenants, licensees, and other occupants under the

Leases.

“Term” is defined in Section 7. 1. 1.2 Accounting Terms and Determinations. In this Agreement, unless otherwise

specified, all (a) accounting terms used herein, (b) accounting determinations hereunder and (c) books, records, financial statements and reports required to be kept and prepared hereunder shall be interpreted, made or kept and prepared, as applicable, in accordance with generally accepted accounting principles as in effect from time to time, consistently applied, on an accrual basis.

ARTICLE II APPOINTMENT AND GENERAL PROVISIONS

2.1 Appointment. Owner hereby appoints Manager and Manager hereby accepts appointment on the terms and conditions herein provided as sole and exclusive agent of Owner to manage, supervise, rent, lease, maintain and operate, in the name of Owner, the Facility known as “_________________”.

2.2 Management Duties and Authority. Manager is hereby charged with the sole and

exclusive right to supervise and direct the management and operation of the Facility, and shall provide Owner with the services customarily provided for in such instances, and shall, as agent of Owner, do and perform any and all things reasonably necessary for the rental, maintenance, operation, and service of said Facility (the “Manager Functions”) including, but not limited to any and all acts necessary or appropriate to be undertaken for the (i) management and operation of the Facility, (ii) leasing of the Facility to Creditworthy Tenants (iii) management of the Leases and (iv) supervision, on behalf of Owner, of the finances and operation of the Facility in accordance with the terms of the this agreement By way of limiting the generality of the foregoing, Manager Functions shall be in accordance with (i) sound professional practice, (ii) a desire to maximize Gross Revenues and be reasonable in connection with expenses, and (iii) the terms and conditions of the this agreement. It shall be the duty of Manager at all times during the term of this Agreement to use, operate and maintain the Facility according to the standards reasonably requested by Owner. It is expressly understood and agreed that so long as this Agreement is in force and effect, Owner shall not interfere or involve itself in any way with the day-to-day operation of the Facility and shall at no time give or communicate any orders or

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instructions to employees or personnel employed at the Facility. Owner, however, reserves the right to address itself to Manager on any matter connected with the Facility.

2.3 Leasing Duties and Authority. Subject to the provisions of this Agreement, and in

accordance with the Annual Budget, Manager shall offer space in the Facility and use commercially reasonable efforts to cause the space in the Facility to be fully leased to Creditworthy and qualified Tenants. Manager’s appointment as a leasing agent for the Facility hereunder shall apply only to the leasing of the Facility.

2.4 Relationship of the Parties. Manager's relationship to Owner hereunder is that of agent of Owner strictly for the operation and management of the Facility and all matters incident thereto as set forth in this Agreement and for no other purpose, and neither Manager nor Owner shall represent to any other Person that Manager's relationship to Owner hereunder is otherwise.

2.5 Licenses. Manager represents and warrants that it and its personnel are, or will be prior to the opening of the Facility, and while this Agreement remains in effect shall continue to be, fully licensed and qualified, to the extent required by applicable law and this Agreement, to perform Manager's duties hereunder. Manager shall fully comply with all Legal Requirements.

2.6 Cooperation. Manager and Owner shall consult to the extent necessary, appropriate or desirable to enable Manager to perform its duties hereunder. Each party shall cooperate fully in all matters relating to the management, leasing, and operation of the Facility and the defense of any claim, action or proceeding relating thereto or to this Agreement, and Manager shall promptly respond to all reasonable requests for information by Owner, including furnishing all documents and services relating thereto reasonably required by Owner in connection with the management, and leasing, operation or sale of the Facility. Owner shall promptly respond to all reasonable requests by Manager for information or consultation necessary for the management, leasing and operation of the Facility.

2.7 Representatives.

(a) Whenever any consent, approval or other action of Owner is required or permitted hereunder, such consent, approval or other action shall be effective if given or taken by ______________, __________________ acting on behalf of Owner. Such representatives of Owner may be changed at any time by Owner by notice to Manager pursuant to Section 9.1.

(b) Whenever any consent, approval or other action of Manager is required or permitted hereunder, such consent, approval or other action shall be effective if given or taken by Christine Richards, Senior Vice President of Operations or David Braden, Vice President for Management Services acting on behalf of Manager. Such representatives may be changed by Manager by notice to Owner pursuant to Section 9.1. 2.8 Manager’s Office. The Facility shall include, at no cost to Manager, reasonable and sufficient office, operating, storage and maintenance space and facilities, including without limitation telephone, facsimile and internet access (“Manager’s Office”).

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ARTICLE III MANAGEMENT DUTIES AND AUTHORITY

3.1 Facility Management Generally.

(a) Manager shall, as an Operating Expense, manage, operate and care for the Facility in a First Class Manner consistent with the Annual Budget and shall do all things necessary, desirable or appropriate therefor and customarily performed by managing agents of properties similar to the Facility. Without limiting the generality of the foregoing, Manager shall as an Operating Expense:

(i) prepare, submit for Owner’s approval, and when approved, implement each Fiscal Year an Annual Budget;

(ii) prepare and execute on behalf of Owner all Contracts for water, sanitary and storm sewer, drainage, electricity, steam, gas, telephone, fuel, cleaning, garbage removal, pest control, Internet access, cable television, Facility security, landscape care, window washing, operation and maintenance of the central plant, other heating, ventilation and air conditioning equipment, electrical equipment, plumbing equipment, and all associated systems and other utilities and services necessary or appropriate for the management and operation of the Facility in accordance with the Annual Budget;

(iii) administer on behalf of Owner the arrangements for Facility-

related parking;

(iv) purchase all supplies and equipment necessary or appropriate for the management and operation of the Facility in accordance with the Annual Budget unless otherwise provided herein;

(v) consult with, and make recommendations to, Owner with respect to any Condemnation or threatened Condemnation of the Facility; and take such reasonable action as the Owner may direct with respect to any Condemnation or threatened Condemnation of the Facility;

(vi) consult with, and make recommendations to, Owner with respect to any Casualty or other claim covered by the insurance required to be maintained hereunder; and take such reasonable action as the Owner may direct with respect to any claim in respect of any Casualty or other claim covered by the insurance required to be maintained hereunder; and

(vii) consult with, and make recommendations to, Owner concerning the condition of the Facility and the necessity for maintenance, repair, alteration or Restoration thereof; provide through employees or third party contractors all work, labor and services necessary or appropriate to maintain and repair the Facility in a First Class Manner in accordance with the Annual Budget unless otherwise provided herein; promptly notify Owner upon learning that the condition of the Facility materially fails to meet the standard of First Class Manner of

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maintenance and repair or any standard of maintenance and repair required under any Lease, Contract, Legal Requirements or Insurance Requirements; promptly notify Owner upon learning of any Casualty or Condemnation (or threatened Condemnation) with respect to the Facility; consult with, and make recommendations to, Owner concerning Restoration after any Casualty or Condemnation; if requested, establish a reserve account for any insurance proceeds at the expense of Owner, take such reasonable action as Owner may direct with respect to the maintenance, repair, alteration, addition or Restoration of or to the Facility; at the expense of Owner and in accordance with the Annual Budget and the terms hereof, prepare and execute on behalf of Owner all Contracts for such maintenance, repair, alteration, addition or Restoration of or to the Facility and monitor the performance of such Contracts.

(b) All Contracts prepared and purchases made hereunder in accordance with

the Annual Budget or otherwise approved by Owner shall be made in the name of Owner and Owner shall retain title to all such contract rights and property so purchased hereunder. All such contracts shall be cancelable upon thirty (30) days prior written notice for any reason or no reason, unless otherwise agreed to in writing in advance by Owner.

(c) As to services that are not in the normal scope of work of Manager’s

employees, and which services would be expected to be performed through contracts with third parties, Manager may, nevertheless, elect to have such services performed by employees of Manager and the reasonable costs of performing such services shall be an Operating Expense; provided, however, that any such costs for such services shall not exceed the costs that would have been incurred had such services been provided by unrelated third parties and are incurred pursuant to the Annual Budget. Such services may include, by way of illustration, maintenance, repair, furnishing, replacement, cleaning and other services with respect to the Facility.

3.2 Management Employees.

(a) Manager shall have in its employ or under contract as independent

contractors sufficient staff of capable personnel for the proper maintenance, leasing and operation of the Facility. Such personnel shall be employees of Manager or independent contractors and all matters pertaining to such personnel, including their employment, supervision, compensation, promotion and discharge, shall be the responsibility of Manager.

(b) Subject to the provisions of Section 3.8, Manager shall be reimbursed from the Operating Account for Manager's costs of the gross salary or wages including bonuses, 401(k) Plan, pension and profit sharing plan, reasonable vacation pay, sick leave, payroll taxes, insurance, worker's compensation and other benefits and payroll burdens of Manager's personnel required to properly, adequately and safely maintain the Facility.

(c) Manager shall fully comply with all applicable laws, rules, regulations and orders relating to worker's compensation, social security, unemployment insurance, wages, hours, working conditions and other matters pertaining to Manager's personnel as an Operating Expense.

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(d) Manager shall be solely responsible for its personnel in the event of the termination of this Agreement.

(e) It is understood and agreed that, for all purposes, Owner is neither a joint nor co-employer of Manager’s employees. Except as specifically provided hereunder, Owner shall have no liability for, with respect to, or relation to any employee of the Manager, including, without limitation, liabilities for compensation, bonuses or fringe benefits payable or provided to or for the benefit of any such employee.

(f) Owner recognizes the valuable time, effort, expense and training that

Manager has invested in Manager’s personnel. Owner agrees not to employ, retain, hire or re-hire any of Manager’s managerial or executive level employees at this Facility or any other property for a period of two (2) years following either termination of this Agreement or the termination of the employee’s employment with Manager, whichever occurs first. For the purposes of this Agreement, Manager’s employees at the managerial or executive levels include, but are not limited to, general or resident managers, assistant general or assistant resident managers, sales directors, managers, and officers of Manager. Manager shall be entitled to, but is not limited to, an injunction by any court of competent jurisdiction to restrain and enjoin the employment, retaining or rehiring by Owner of any of Manager’s managerial or executive level employees during the two (2) year period.

3.3 Rent Collection and Services with Respect to Leases.

(a) Owner shall permit Manager to charge rents for the units comprising the

Facilities sufficient to pay all Operating Expenses and debt service. (b) Manager shall not, without the consent of Owner, permit any Person to

occupy any space in the Facility without a written Lease. Manager shall supervise the moving in and out of all Tenants in a manner which (i) as far as reasonably possible, causes a minimum of disturbance to other Tenants, and (ii) does not violate the Lease of any other Tenant.

(c) Manager shall administer the provisions of the Leases so that Tenants receive the services required to be provided by Owner under their Leases, daily and punctually observe and perform on behalf of Owner, at the expense of the Facility, all of Owner’s obligations under the Leases, and enforce, preserve and keep unimpaired the rights of Owner and the obligations of the Tenants under the Leases.

(d) It is intended that all Gross Revenues be deposited by Manager directly into the Deposit Account (defined below). Manager shall enforce the payment of all rents and other charges payable by the Tenants under their Leases. Manager shall prepare and distribute rental and other Tenant assessment bills as necessary. Manager shall immediately deposit all rents and sums received by Manager, if any, in the Deposit Account.

(e) Each of Manager and Owner shall promptly notify the other upon learning of any default, event of default or event which, with the giving of notice or the passage of time or both, would constitute a default or event of default by any material number of Tenants under

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their respective Leases. In the event of any default or event which, with the giving of notice or the passage of time or both, would constitute a default or event of default by any Tenant, Manager shall take such action as Manager reasonably believes to be appropriate in the circumstances with respect to such default or event of default, including instituting legal proceedings in the name of Owner, at the sole cost and as an Operating Expense, for the collection of rents and other charges payable by, and the enforcement of the other obligations of, Tenants under their Leases and for the dispossession, where appropriate, of any Tenants in default under their Leases. Manager shall have the right, subject to Owner’s reasonable objection, to designate the attorneys for any such legal proceedings.

(f) All rents, charges and other amounts receivable in connection with the management and operation of the Facility will be collected, deposited and expended in accordance with the terms this Agreement.

3.4 Services with Respect to Contracts.

(a) Manager shall, as an Operating Expense and in accordance with the Annual Budget unless otherwise provided herein, duly and punctually perform on behalf of Owner all of Owner’s obligations under the Contracts and enforce, preserve and keep unimpaired the rights of Owner and the obligations of other parties under the Contracts. Manager shall timely pay from the Operating Account any amounts due under such Contracts so as to take advantage of any discount terms thereunder and to avoid any late payment fees.

(b) Each of Manager and Owner shall promptly notify the other upon learning of any default, event of default or event that, with the giving of notice or the passage of time or both, would constitute a material default or material event of default by any other party under any Contract. In the event of any default or event which, with the giving of notice or the passage of time or both, would constitute a default or event of default by any other party under any Contract, Manager shall take such action as Manager reasonably believes to be appropriate in the circumstances with respect to such default or event of default, including instituting legal proceedings in the name of Owner, at the sole cost and as an Operating Expense, to enforce the obligations of such other party under such Contract. Manager shall have the right to designate the attorneys for any such legal proceedings.

(c) Without the consent of Owner, Manager shall not (i) modify in any material respect the provisions of any Contract (except those not requiring Owner’s prior consent as set forth herein) or (ii) take any action, or omit to take any action or give any notice, the taking, omission or giving of which might (x) consent to any other party to any Contract assigning or otherwise transferring its rights or obligations thereunder, or (y) except in the event of an emergency, result in an expenditure in excess of the amount budgeted therefor (unless otherwise permitted herein).

(d) Each of Manager and Owner shall promptly notify the other upon receiving any material notice under any Contract (and furnish a copy of the notice received by it with its notice to the other party). In the event of any such notice, Manager shall consult with

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Owner concerning the action to be taken with respect thereto and, as an Operating Expense, shall take such action with respect thereto as Owner shall direct.

3.5 Services with Respect to Legal Requirements and Insurance Requirements.

(a) Manager shall, as an Operating Expense, duly and punctually comply on behalf of Owner with all Legal Requirements applicable to the Facility and the management and operation thereof under this Agreement, and obtain, keep in force and keep unimpaired the rights of Owner under all Permits necessary or appropriate with respect to the Facility.

(b) Each of Manager and Owner shall promptly notify the other upon receiving any notice with respect to any Legal Requirements or Insurance Requirements (and furnish a copy of the notice received by it with its notice to the other party) or upon learning of any default, event of default or condition which, with the giving of notice or the passage of time or both, might constitute a default or event of default by Owner under any Legal Requirements or Insurance Requirements, or otherwise impair the rights of Owner under any Permit applicable to the Facility. In the event of any such notice, condition, default or event of default, Manager shall consult with Owner concerning the action to be taken with respect thereto and, as an Operating Expense of Owner or the Facility, as the case may be, shall take such action with respect thereto as Owner shall direct.

(c) Owner may direct Manager's remedial action with respect to any notice concerning any Legal Requirement or Permit by instituting, or directing Manager to institute, appropriate legal or other proceedings to contest such notice at the sole cost and expense of the Facility or Owner, as the case may be. In the event Owner directs Manager to institute such proceedings to contest such notice, Manager is hereby authorized to prepare, execute and file all applications and other documents required for such proceedings. Manager shall promptly furnish to Owner copies of all such applications and other documents prepared, executed or filed by Manager.

3.6 Records and Reports.

(a) Annual Budget. On or before sixty (60) days prior to the commencement of each Fiscal Year, Manager shall prepare and submit to Owner for Owner's approval a proposed operating budget and a proposed capital expenditure budget for the Facility for the forthcoming Fiscal Year. Owner shall approve the Annual Budget within thirty (30) days after submission by Manager to Owner, and in the absence of Owner’s approval, the Annual Budget shall be deemed approved after the expiration of such thirty (30) days.

(b) Records. Manager shall maintain and keep at the Manager's Office accurate copies or originals, as applicable, of all records and all written correspondence (including with Owner) or reports received or made by Manager related to the Facility or Manager's duties hereunder. All such records shall be kept as follows:

(i) Owner shall at all times retain title to such records. Manager shall retain such records for at least five (5) years after the close of the Calendar Year to which they

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apply, after which period Manager may destroy such records. If Owner so requests prior to the expiration of such period, Manager shall, as an Operating Expense, deliver such records to Owner, keeping such copies as Manager may desire;

(ii) upon reasonable notice to Manager, Owner may, during normal business hours, inspect, audit and copy such records at all reasonable times on a periodic or continuing basis by accountants retained by Owner or other representatives of Owner, and Manager shall cooperate fully with Owner in connection with the same; and

(iii) in the event this Agreement is terminated or expires, Manager shall deliver such records to Owner as an Operating Expense, keeping such copies as Manager may desire. Manager shall deliver a final accounting within sixty (60) days after such termination or expiration.

3.7 Bank Accounts and Handling of Funds.

(a) Manager shall open and maintain an account for the deposit of Gross Revenues in the name of the Owner (“Deposit Account”). The Deposit Account shall be maintained at a local branch of a bank approved by Owner in the vicinity of and convenient to the Facility. The Deposit Account shall be separate and distinct from other accounts maintained by Manager.

(b) Manager shall open and maintain an account for the payment of expenses of operating the Facility (“Operating Account”). The Operating Account shall be maintained at Manager’s bank in Memphis, Tennessee; or at such other bank selected from time to time by Manager and approved by Owner. Manager shall designate at least two (2) but not more than four (4) individuals who will have signatory authority with respect to the Operating Account; provided, however, that the signature of any one (1) such designated individual shall be sufficient to release funds from the Operating Account. Disbursements shall be subject to requirements of the Loan Documents. The Operating Account shall be separate and distinct from other accounts maintained by Manager.

(c) Except as provided in this Section 3.7, Manager shall not hold any funds in the name of Manager for the account of Owner. Manager shall not commingle any funds of Owner with Manager's other Funds. Manager shall promptly deposit any Gross Revenues received by it in the Deposit Account.

3.8 Payment of Expenses.

(a) In accordance with the terms of this Agreement and the Annual Budget, Owner shall deposit funds in the Operating Account sufficient to enable Manager to perform its duties under this Agreement. Manager shall pay all expenses of operating the Facility from the Operating Account. On a monthly basis, actual expenditures for Capital Costs will be supported with a report showing date, vendor, amount and type of expenditure and will include a tracking report. Each expense paid by Manager, including the Management Fee (as hereinafter defined)

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and the direct reimbursement for certain employee expenditures pursuant to Section 3.2(b), will be supported by adequate documentation and, upon request by Owner, Manager shall provide copies of any such documentation to Owner.

(b) If the funds in the Operating Account are at any time thereafter insufficient to pay the expenses of operating the Facility, Owner shall promptly deposit into the Operating Account funds sufficient to pay such expenses. In the meantime, Manager may, but shall not be obligated to, advance Manager's own funds on behalf of Owner to pay such expenses. If Manager makes any such advance from Manager's own funds, Manager shall be entitled to prompt reimbursement from the Facility through the Operating Account.

ARTICLE IV LEASING DUTIES AND AUTHORITY

4.1 Duties and Authority. In accordance with the Annual Budget, Manager shall provide all services necessary, proper, desirable or appropriate for leasing the Facility in a manner that will meet the reasonable leasing objectives of the Owner, including, but not limited to maximizing the cash flow from the Facility, as follows:

(a) Manager shall make preparation for initial rent-up, as described in the

Annual Budget;

(b) Manager shall, subject always to applicable Legal Requirements and Section 4.2, follow the tenant selection policy set forth in the Annual Budget;

(c) Manager shall make proposals to and show space in the Facility to prospective tenants;

(d) Manager shall take and process applications from prospective tenants on a form approved by Owner. If an application is rejected, Manager shall inform the applicant in writing of the reason for the rejection. The rejected application, with the reason for rejection noted thereon, and a copy of all correspondence with the applicant will be kept on file in the Manager's office in accordance with Section 3.6(b) hereof as part of the records of the Facility. If the application is rejected because of information obtained from a credit bureau, Manager shall reveal the source of such credit report to the applicant in accordance with applicable Legal Requirements;

(e) Manager shall maintain a list of all prospective tenants and applicants in accordance with Section 3.6(b) as a record of the Facility; and

(f) Manager shall prepare all proposed leases for housing space in the Facility on the Standard Form Lease except for such changes as are necessary to identify the Tenant(s), the space in the Facility being leased, the identity of a guarantor, if any, and the applicable term and rent. So long as such Lease is on Standard Form Lease for the Standard Term at the

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applicable Standard Rent and, if required by Manager, a guaranty, Manager may execute such Lease on behalf of and in the name of Owner. A copy of each Lease together with the application submitted by the Tenant or Tenants named thereon, all amendments or modifications thereto and all correspondence with the Tenant named thereon shall be maintained by Manager as a record of the Facility in accordance with Section 3.6.

4.2 Non-Discrimination. Space in the Facility shall be leased without regard to race, creed, color, religion, sex, age, disability or national origin in accordance with applicable federal, state and local laws.

ARTICLE V

INSURANCE

5.1 Insurance. During the Term, and provided that Owner instructs Manager to do so,

Manager shall procure and maintain (in form and with endorsements, waivers and deductibles and with insurance companies designated or approved by Owner), as an Operating Expense, naming Owner and Manager as insureds thereunder as follows:

5.2 Required Coverage. (a) All-Risk Insurance. Broad form “all-risk” insurance covering all real

property and personal property of Owner (including common area personal property of Owner), covering at least one hundred percent (100%) of the replacement value, and having a deductible not to exceed $25,000, with a stipulated amount or agreed upon valuation endorsement.

(b) Public Liability Insurance. Commercial general public liability and

automobile liability insurance with liability limits of $1 Million each occurrence and $3 Million general aggregate per location.

(c) Umbrella Insurance. Maintain an Umbrella in the amount of $25 Million,

plus an excess Umbrella in the amount of $25 Million.

(d) Business Income Insurance. All business income or business interruption insurance for loss resulting from the necessary interruption of business conducted by Owner whether total or partial caused by the loss, damage or destruction of real or personal property in an amount not less than one hundred percent (100%) of the projected business income for 12 months. Such business income or business interruption insurance shall be periodically adjusted to reflect the lease-up of the Project.

(e) Mandatory Insurance. Workers’ compensation and all other insurance

required by any ordinance, law or governmental regulation, or any lender, in accordance with the following requirements:

Insurance Minimum Standards

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Worker’s Compensation Coverage A: Minimum limits required by Statute (with proof of compliance as acceptable to Manager) Coverage B: $100,000 Bodily Injury by Accident (Each Accident) $300,000 Bodily Injury by Disease (Policy Limit) $100,000 Bodily Injury by Disease (Each Employee) (f) Fidelity Bond. Manager shall obtain a fidelity bond or employee

dishonesty insurance for its employees and personnel in the minimum amount of $2,000,000. (g) Contractor’s and Subcontractor’s Insurance. Insurance Minimum Standards Worker’s Compensation As required by law Employer’s liability $500,000 Commercial general liability* $2,000,000 Commercial auto liability* $2,000,000

*These coverages shall be primary and will respond to any allegation, claim, loss,

damage, demand or judgment, or other causes of action arising of work done at the Project by the contractor or subcontractor on behalf of Owner or Manager. Owner and Manager shall be named as additional insureds on such policies. These policies shall be written on an “occurrence” basis.

All such policies shall be at the sole cost and expense of the applicable contractor or subcontractor, and shall include Owner as an additional insured. Owner may require additional coverage if the work to be performed is, in Owner’s judgment, sufficiently hazardous. Manager shall obtain not later than the date of hiring of each contractor or subcontractor performing work at the Project and keep on file policies of insurance, or other evidence of compliance with these requirements. The policies of insurance shall provide at least thirty (30) days’ prior written notice of cancellation or any material change in coverage to Manager and Owner. All policies to be maintained pursuant to this Article shall be issued by insurers with a Best rating of A-X or higher. 5.3 Insurance Requirements. Manager shall furnish Owner, within thirty (30) days after the date of this Agreement, with copies of certificates of insurance (the certificates of insurance), as Owner may request and will name each of Owner and any mortgagee of the Facility as a named insured or an additional insured) or provide other proof evidencing its insurance coverage as required, together with all exclusions and endorsements, including an endorsement that Owner will be given at least (30) days' prior written notice of cancellation or any material change in coverage. 5.4 Manager’s Insurance. Manager, at its own expense, shall provide for its employees at the Facility, errors & omissions coverage, employment practices liability insurance,

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fidelity crime insurance and fiduciary liability insurance in amounts that are reasonable based upon the scope of its duties hereunder. 5.5 Indemnification; Waiver of Subrogation. Manager shall indemnify, defend, and hold harmless Owner, its partners, shareholders, members, agents, employees, officers and directors (collectively “Owner Affiliates”) against any liabilities, damages, losses, or claims incurred by Owner or Owner Affiliates arising out of (i) any failure of Manager to perform any obligations of Manager under this Agreement, within the time specified, provided such failure was not caused by Owner or by events beyond the reasonable control of Manager; and (ii) any malfeasance or misfeasance on the part of Manager or its employees, agents or contractors; and (iii) any acts of Manager or Manager’s Affiliates (defined below) or contractors beyond the scope of Manager’s authority under this Agreement not authorized or ratified by Owner. Owner shall indemnify, defend, and hold harmless Manager and its partners, shareholders, members, agents, employees, officers and directors (collectively “Manager Affiliates”) against any liabilities, damages, losses, or claims incurred by Manager or Manager Affiliates, arising out of (i) any failure of Owner to perform any obligations of Owner under this Agreement, within the time specified, provided such failure was not caused by Manager or by events beyond the reasonable control of Owner; and (ii) any malfeasance or misfeasance on the part of Owner or Owner Affiliates.

Notwithstanding anything herein to the contrary, to the maximum extent permitted under applicable law, Owner releases and waives unto Manager and Manager Affiliates, and Manager releases and waives unto Owner and Owner Affiliates, any and every claim which arises or which may arise in its favor and against the other party hereto for any and all loss or damage to the extent that such loss or damage is recovered or recoverable under an insurance policy or policies required to be maintained under this Agreement or actually maintained by the waiving party. All policies of insurance carried or maintained by a waiving party or required to be maintained pursuant to this Agreement shall contain or be endorsed to contain a provision whereby the insurer waives all rights of subrogation against either Manager or Owner, as the case may be, provided such a provision shall be obtainable. If insurance policies with such waiver of subrogation provision shall not be obtainable, then the provisions of this paragraph relating to waiver of subrogation shall have no effect during such time as insurance policies with a waiver of subrogation shall not be obtainable. If any provision relating to a waiver of subrogation as set forth in this paragraph shall contravene any present or future law with respect to exculpatory agreements, the liability of the party affected shall be deemed not released, but shall be secondary to the other’s insurer.

ARTICLE VI

MANAGER’S COMPENSATION

6.1 Manager's Fee. (a) As compensation for the services to be rendered hereunder by Manager, Owner shall pay Manager a Management Fee of four percent (4%) of Gross Revenues.

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(b) Management Fees shall be paid monthly beginning on the Effective Date, and shall be paid not later than twenty (20) days following the prior month’s end. 6.2 Expense Reimbursement. So long as such expenses are included in the approved Annual Budget, Manager may reimburse itself monthly, beginning on the Effective Date, reasonable and necessary expenses of Manager in fulfilling Manager’s duties and obligations under this Agreement, including without limitation expenses for travel, meals, lodging and other reasonable expenses of Manger’s agents and employees, in each case accompanied by appropriate supporting documentation. However, excluding costs of the gross salary, wages, bonuses and other compensation, including payroll services, payroll taxes, insurance, worker's compensation and other benefits, of Manager's home office, regional office, executive and general management personnel, which are not deemed Facility personnel.

ARTICLE VII

TERM

7.1 Term. This Agreement shall commence on ___________________ (the “Effective Date”) and unless earlier terminated as provided herein, shall remain in full force and effect for a period of five (5) years (the “Initial Term” and in reference to any renewal term, the “Term”). The Term of this Agreement shall thereafter continue for additional two (2) year terms upon the same provisions hereof, unless terminated by either party within ninety (90) days prior to the end of any renewal term.

7.2 Termination. (a) The Term may be terminated by either Manager or Owner immediately in

the event of a bona fide sale of the Facility, the total demolition by Casualty of the Facility, or the condemnation of a substantial portion of the Facility.

(b) This Agreement may be terminated by Owner if any one or more of the

following events (each a “Manager Default”) shall occur and be continuing:

(i) if Manager or any of its directors, officers, employees or agents shall misappropriate any funds of Owner or otherwise be guilty of gross negligence, willful mis-conduct, fraud, malfeasance or breach of fiduciary duty in connection with Manager's duties hereunder and Manager shall not (i) make full restitution thereof (if applicable) within twenty-five (25) business days after Manager's discovery thereof (or such longer time as may be agreed to by Owner) and (ii) thereafter (A) permanently bar the director, officer, employee, agent or other representative who misappropriated such funds or committed such act from acting in any capacity with respect to the Facility or (B) make other arrangements reasonably satisfactory to Owner;

(ii) if Manager shall fail to comply in any material respect with any provision of this Agreement and such Default shall continue for thirty (30) days after written

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notice of such Default given by Owner to Manager; then, while any such Event of Default shall be continuing, Owner shall have the right to terminate this Agreement by notice and to exercise any and all other rights and remedies available under this Agreement and at law or in equity (provided, however, that if the event or condition giving rise to such default cannot reasonably be remedied within thirty (30) days, then no Manager Default shall be deemed to have occurred if Manager is diligently pursuing a remedy and shall complete the same within ninety (90) days after such notice); or

(iii) if Manager shall commence a voluntary case or other proceeding

seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of its or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or if an involuntary case or other proceeding shall be commenced against Manager seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) days; or if an order for relief shall be entered against Manager under any bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect;

(c) This Agreement may be terminated by Manager if one or more of the

following events (each an “Owner Default”) shall occur and be continuing:

(i) if Owner shall fail to pay any amount payable to Manager under this Agreement when due and such default shall continue for ten (10) business days after written notice thereof to Owner; or

(ii) if Owner shall fail to comply in any material respect with any

provision of this Agreement (other than a monetary default specified above, and such Default shall continue for thirty (30) days after written notice of such Default given by Manager to Owner; then, while any such Event of Default shall be continuing, Manager shall have the right to terminate this Agreement by notice and to exercise any and all other rights and remedies available under this Agreement and at law or in equity (provided, however, that if the event or condition giving rise to such default cannot reasonably be remedied within thirty (30) days, then no Owner Default shall be deemed to have occurred if Owner is diligently pursuing a remedy and shall complete the same within ninety (90) days after such notice).

7.3 Use of Name. Immediately upon termination of this Agreement or removal of Manager, Owner shall immediately cease using the name “Allen & O’Hara Education Services, Inc.,” or the names of any affiliate of Manager. Immediately upon said termination or removal, Owner shall have no right to the name “Allen & O’Hara Education Services, Inc.,” or the names

19

of any affiliate of Manager and acknowledges such names are the property of Allen & O’Hara Education Services, Inc. or its affiliates.

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties of Manager and Owner.

(a) Manager represents and warrants to Owner that (i) Manager is a

corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and duly qualified and in good standing under the laws of the state in which the Facility is located, and has all requisite power and authority to carry on its business as now conducted and to execute, deliver and perform this Agreement; (ii) the execution, delivery and performance by Manager of this Agreement are within its power, have been authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws, each as in effect on the date hereof; (iii) this Agreement has been duly executed and delivered by an authorized person of Manager; (iv) this Agreement, assuming that it has been duly and validly executed and delivered by Owner, is the valid and binding obligation of Manager, enforceable against Manager in accordance with its terms, subject to general equitable principles and applicable provisions of law related to bankruptcy, insolvency and creditors' rights generally; (v) the execution, delivery and performance by Manager of this Agreement do not conflict with or result in a breach of any of the provisions of, or constitute a default under, any bond, note or other evidence of indebtedness, indenture, mortgage, deed of trust, loan agreement or similar instrument, any lease or any other material agreement or contract by which Manager, its activities or property is bound or any applicable law or order, rule or regulation of the court or governmental authority having jurisdiction over Manager, its activities or property; and (vi) no order, permission, consent, approval, license, authorization, registration or filing by or with any governmental authority having jurisdiction over Manager, its activities or property is required for the execution, delivery or performance by Manager of this Agreement.

(b) Owner represents and warrants to Manager that Owner is duly organized, validly existing and in good standing under the laws of the State of ______________, is qualified to transact business in the state in which the Facility is located, and has all requisite power and authority to carry on its business as now conducted and to execute, deliver and perform this Agreement; (ii) the execution, delivery and performance by Owner of this Agreement are within its power, have been authorized by all necessary action and do not contravene any provision of its certificate of incorporation or bylaws, each as in effect on the date hereof; (iii) this Agreement has been duly executed and delivered by an authorized person of Owner; (iv) this Agreement, assuming that it has been duly and validly executed and delivered by Manager, is the valid and binding obligation of Owner, enforceable against Owner in accordance with its terms, subject to general equitable principles and applicable provisions of law related to bankruptcy, insolvency and creditors' rights generally; (v) the execution, delivery and performance by Owner of this Agreement do not conflict with or result in a breach of any of the provisions of, or constitute a default under, any bond, note or other evidence of indebtedness, indenture, mortgage, deed of trust, loan agreement or similar instrument, any lease or any other material agreement or contract

20

by which Owner, its activities or property is bound or any applicable law or order, rule or regulation of the court or governmental authority having jurisdiction over Owner, its activities or property; and (vi) no order, permission, consent, approval, license, authorization, registration or filing by or with any governmental authority having jurisdiction over Owner, its activities or property is required for the execution, delivery or performance by Owner of this Agreement.

ARTICLE IX

MISCELLANEOUS 9.1 Manner of Giving Notice. Each notice, direction, certificate or other communication hereunder (in this Section referred to collectively as “notices” and singly as a “notice”) which any party is required or permitted to give to the other party pursuant to this Agreement shall be in writing and shall be deemed to have been duly and sufficiently given if: (a) personally delivered with proof of delivery thereof (any notice so delivered shall be deemed to have been received at the time so delivered);

(b) sent by Federal Express (or other similar reputable overnight courier)

designating morning delivery (any notice so delivered shall be deemed to have been received on the Business Day it is delivered by the courier);

(c) sent by telecopier or facsimile machine which automatically generates a

transmission report that states the date and time of the transmission, the length of the document transmitted, and the telephone number of the recipient’s telecopier or facsimile machine (to be confirmed with a copy thereof sent in accordance with paragraphs (i) or (ii) above within two Business Days) (any notice so delivered shall be deemed to have been received on the date of transmission, if so transmitted before 5:00 p.m. (local time of the recipient) on a Business Day, or on the next Business Day, if so transmitted on or after 5:00 p.m. (local time of the recipient) on a Business Day or if transmitted on a day other than a Business Day);

addressed to the parties as follows: If to Owner, to it at:

with copy (which shall not constitute notice) to:

If to Manager, to it at:

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Christine Richards David Braden 530 Oak Court Drive, Suite 300 Memphis, Tennessee 38117 Telephone: (901) 259-2500 Fax: (901) 259-2594 with additional copy (which shall not constitute notice) to: Lee Welch, Esq. Martin, Tate, Morrow & Marston, P.C. 6410 Poplar Avenue, Suite 1000 Memphis, Tennessee 38119-4843

Telephone: (901) 522-9000 Fax: (901) 527-3746

(d) Change of Notice Address. Any party may, by notice given pursuant to this Section, change the person or persons and/or address or addresses, or designate an additional person or persons or an additional address or addresses, for its notices, but notice of a change of address shall only be effective upon receipt. Each party agrees that it shall not refuse or reject delivery of any notice given hereunder, that it shall acknowledge, in writing, receipt of the same upon request by the other party and that any notice rejected or refused by it shall be deemed for all purposes of this Agreement to have been received by the rejecting party on the date so refused or rejected, as conclusively established by the records of the U.S. Postal Service, the courier service or facsimile.

9.2 No Partnership: etc. Nothing in this Agreement shall be construed as making Owner and Manager partners, joint venturers or members of a joint enterprise or as creating between Owner and Manager any employer-employee relationship.

9.3 Severability. If any provision of this Agreement or the application thereof to any Person or circumstances shall be held invalid or unenforceable, the other provisions of this Agreement or the application of such provision to the Persons or circumstances shall not be affected thereby but shall continue to be valid and enforceable to the fullest extent permitted under applicable law.

9.4 Modification. Except as specified herein, no provision of this Agreement shall be modified, waived or terminated except by an instrument in writing signed by the party against whom such modification, waiver or termination is to be enforced.

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9.5 Successors and Assigns.

(a) This Agreement shall be binding upon and inure to the benefit of Manager and Owner and their respective permitted successors and assigns, and all references in this Agreement to “Manager” and “Owner” shall include their respective permitted successors and assigns.

(b) Neither Manager nor Owner shall assign or delegate all or any portion of its rights or duties hereunder without the express written approval of the other.

(c) Any assignment or delegation made in contravention of this Section 8.6 shall be void.

9.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument.

9.7 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive internal laws (other than conflicts of laws rules) of the state in which the Facility is located.

9.8 Time is of the Essence. All time limits stated in this Agreement are of the essence

of this Agreement. 9.9 Interpretation. In this Agreement, unless otherwise specified, (a) singular words

include the plural and plural words include the singular; (b) words which import a number of constituent parts, things or elements, shall be construed as referring separately to each constituent part, thing or element thereof, as well as to all of such constituent parts, things or elements as a whole; (c) words importing any gender include the other genders; (d) references to any Person include such Person's successors and assigns to the extent permitted herein, (e) the word “successors”, when it refers to an individual, includes the heirs, devisees, legatees, executors, administrators and personal representatives of such individual; (f) references to any statute or other law include all rules, regulations and orders adopted or made thereunder and all statutes or other laws amending, consolidating or replacing the statute or law referred to, (g) references to any agreement or other document include all subsequent amendments or other modifications thereof entered into in accordance with the provisions thereof; (h) the words “approve”, “consent” or “agree”, and any derivations thereof or words of similar import, mean the prior written approval (unless otherwise specified herein), consent or agreement of the Person holding the right to approve, consent or agree in such Person's discretion, the exercise of which shall be reasonable; (i) the words “include” and “including”, and words of similar import, shall be deemed to be followed by the words “without limitation”; (j) the words “hereto”, “herein” and “hereunder”, and words of similar import, refer to this Agreement in its entirety; (k) the Schedules and Exhibits hereto are part of this Agreement and are incorporated herein by reference; (1) the words “Article”, “Section”, “Schedule” or “Exhibit” refer to the articles, sections, schedules and exhibits of and to this Agreement; (m) headings of Articles, Sections, Schedules, Exhibits and paragraphs are inserted as a matter of convenience and shall not affect

23

the construction of this Agreement; and (n) references to Sections or Articles shall, as applicable, include all subsections and subparagraphs thereof; (o) no inference in favor or against any Person shall be drawn from the fact that such Person or its attorneys drafted any portion hereof.

9.10. Complete Agreement. This Agreement contains' the full and complete

understanding between the parties with respect to the subject matter hereof. This Agreement supersedes any and all prior agreements and arrangements by and between the parties in connection with the management of the Facility and any and all prior agreements are of no further force and effect.

[SIGNATURES BEGIN ON NEXT PAGE]

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IN WITNESS WHEREOF, the Owner and Manager have executed and delivered this Agreement as of the date first above written.

OWNER:

By: _________________________________ Name: Title:

MANAGER: ALLEN & O’HARA EDUCATION SERVICES, INC.

By: Name: Title:

Appendix G Sample License

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license 12-13 Housing and Residence Life Office ("Housing Office") University of Kentucky ("University") Address

Education Realty Trust (“EDR.”) 530 Oak Court Drive Suite 300

Memphis, TN 38117

1. Terms and Conditions:

A. The student, parent, guardian or other guarantors are urged to carefully read the content of the following License. This License will become legally binding and fully enforceable between the student, or guarantor in the case of a minor, and the University/ULH, Inc. upon completion of the application. Prior to confirmation of assignment, this License is fully revocable by both the applicant and the University.

B. While the Housing Office and EDR have done our best to outline the License in this agreement, it may not be fully inclusive. By submitting this License electronically, I am agreeing to accept a housing assignment from the University of Kentucky Housing and Residence Life Office/EDR. I understand I will be held to all University policies including but not limited to the policies listed on the License, “Housing Online Policies” found on websites, and the University Student Code of Conduct. These policies are reviewed annually, but changes may also be made throughout the year as needed. Any mid-year changes will be announced on the Housing Office websites.

C. Meal Plan: All students who live in University/EDR residence halls and apartments are required to participate in the meal plan. The type of meal plan and cost per semester are based on the type of housing unit in which you live. Please see the Dining Services Meal Plan page for more detailed information about the meal plan.

2. Agreement to Deal Electronically:

By choosing to sign this License, you agree to the following terms and conditions:

A. Your use of the License is conducted electronically and you agree that the Housing Office/EDR may communicate with you electronically through your University email account for all aspects of your use of the residential License, including sending you electronic notices

B. At the end of this document, you will be asked to provide an electronic signature. By doing so you agree to the terms and conditions of the License, all current University policies and

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procedures including but not limited to Housing Online Policies, and cancellation policy and you agree to contact the Housing Office/EDR if you need information about your License.

C. You agree to keep all records relating to your License and print or make an electronic copy.

D. Except as prohibited by law, you agree to waive any law requiring different communication methods in connection with your use of the License.

3. Period of License:

A. Residence Halls: This License binds the student to live in the residence halls for the full academic year consisting of the fall and spring semesters or for that portion of the License that remains after the student moves in. A financial penalty will be assessed to students who are approved to cancel the License. This License may begin no earlier than the week before the first week of classes and will end 24 hours after the last scheduled spring term final exam. If early arrivals or occupancy extensions to this License are approved by the Housing Office/EDR the remaining terms and conditions of the License remain in force and additional charges will be added to the students’ university accounts.

B. Apartment Residents: This License binds the undersigned individual to the apartment and the terms of this License for twelve months or through May 15th including those who graduate in early May and/or complete their research and classes before that date.

4. Eligibility:

A. Students eligible to live in a residence hall must be registered, fee-paying students at the University or other approved institutions for each semester of occupancy. Full-time students will be given preference over part-time students. Students must be current on their financial status with the University. Other persons eligible include individuals contracted by a university unit to conduct research or post-doctoral study. Individuals receiving university benefits as part of their compensation may will be eligible to live on campus. The recognized definition of a family for the apartments is the immediate family group which includes the adult student/person who signed the agreement along with either a spouse and/or children. A marriage License will be required for couples living on campus. Any other combination of individuals living in the apartment together will be considered non-family students and will be charged appropriate fees.

B. Eligibility Statement: By submitting this document, I authorize the Housing Office/ EDR to review my university records (academic, employment, and any other records) for the purpose of verifying my eligibility for on-campus housing. All applicants MUST consent to the eligibility statement to reside in university facilities

5. Application, Fees, and Financial Obligations:

A. To be eligible for University Housing, individuals must meet the above eligibility standards, complete a housing application, and submit the required payment of $175.00. This $175.00 payment includes a $40.00 application fee and a $135.00 non-refundable processing payment.

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B. Payments for the remaining balance of the “License Fees” (amounts can be verified using the online rate sheets) and meal plan need to be paid at the Bursar’s Office. The Bursar’s Office issues all bills and individual statements will not be sent from the University/EDR. You authorize the University of Kentucky to apply Title IV Program funds in excess of tuition and fees toward the payment of Housing/EDR charges. You have the right to rescind this authorization in writing at any time.

C. Residence Halls: Payments are due upon moving into the residence hall.

D. Apartments: the full amount will be posted on student account and all eligible financial aid must be applied to account. Otherwise monthly installments are due at the first of the month. Charges will be billed through the Bursar’s Office monthly as follows: June to August will be billed summer semester; September through December will be billed to the fall semester; and January through May will be billed to the spring semester. Students’ accounts must be financially settled throughout the license period.

E. Payments under the License shall be applied to your account in the following manner: first to satisfy unpaid late charges, dishonored check service charges, interest, and other fees owed by you; second to maintenance and repair costs chargeable to you; third to outstanding legal fees and/or court costs legally chargeable to you; fourth to outstanding utility bills that are your responsibility; fifth to deposits or portions thereof due from you; and sixth to License fees.

F. Waiver: The Housing Office/EDR allows for the waiver of portions of the $175.00 payment to qualifying students. Those students approved for waiver of their University admissions application fee (based on the requirements found at http://_________/apply/waiver.html) may request a waiver of the $175.00 payment. If application is canceled, student is expected to pay appropriate cancellation fee associated with cancellation date.

G. Current Resident Renewals: In order to renew for the next academic year, a resident will reapply during the designated sign-up period. Once given a renewal assignment, the new License, is binding for the License period. NOTE: If a renewing resident cancels the License the cancellation policy applies and appropriate fees will be assessed.

6. Cancellations:

Students may apply to cancel the License by submitting a written request to the Housing Office/EDR. Cancellation of the License may be approved for reasons as identified in the cancellation policy. Cancellation fees will be applied as listed. If as a result of a disciplinary action, you are expelled from University Housing, but remain enrolled at University, you will be responsible for full cancellation fees as stated in the policy. I have read the cancellation policies and understand my electronic signature indicates I will be held to the cancellation policies and procedures on the Housing Office/EDR website.

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7. Default of License/Penalty Fees:

DEFAULT . In addition to the University Policies, some major housing policy violations are listed below. These offenses would place you in violation of this License. See the “Housing Online Policies” for some applicable remedies that would result if these type of violations occur.

a. You fail to pay License fees or any other amount owed as directed by this License and not maintaining good financial standing with the University;

b. You or your guest violates this License or any addendum to it, the “Housing Online Policies”, or any other rules, or fire, health or criminal laws, regardless of whether arrest or conviction occurs;

c. Any of the utilities which are payable by you or the other residents of the assigned space are disconnected or shut-off because of non-payment;

d. You fail to move into your assigned space after completion of all required documentation, or if you abandon or apparently abandon your assigned space (that is, it appears that you have moved out before the end of the License Term because clothes and personal belongings have been substantially moved out of your assigned space);

e. You or the Guarantor have made any false statement or misrepresentation on any information provided to us;

f. You or your guest is arrested for a felony offense involving actual or potential physical harm to a person, or a felony or misdemeanor offense involving possession, manufacture or delivery of a controlled substance, marijuana, or illegal drug paraphernalia or theft, burglary, pornography, physical assault, indecent exposure, sexual molestation and/or any unlawful conduct involving a minor, regardless of whether such activity results in jail or prison time and/or deferred adjudication;

g. Any illegal drugs or illegal drug paraphernalia are found in your assigned space or the assigned space (whether or not we can establish possession);

h. You fail to pay any charge within 10 days after it is levied in accordance with this License;

i. Your inability or refusal to adjust to the concept and requirements of living in a multi-resident Assigned space environment as evidenced by repeated complaints about you made by the other residents or the staff in the Community;

j. You keep any handgun, firearm or weapon of any type, or any explosive, flammable, or any extra hazardous substance or device, or any article or thing of a dangerous nature in your Assigned space or in the assigned space.

B. Penalty Fees: The following fees may be charged to the student's University/ULH, Inc. account including but not limited to: judicial fees, damage fees according to the cost of

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replacement or repair of room furnishing, improper check out fees for failure to check out of assigned space, not signing and dating check out form, or lost keys. In addition, students will be charged for failure to remove personal items or excessive cleaning needed. You also agree to reimburse and hold us harmless for any fees incurred in the collection of your rent and/or those incurred in the eviction proceedings against you for a breach of a provision of this lease, and/or any legal action against us due to the actions of you. These fees shall include, but are not limited to attorney fees, collection fees, court costs, and any other fees incurred by us as a result of a breach of this lease by you. Individuals may appeal charges made to their account in writing within 30 (thirty) days. Students utilizing express check-out when leaving University Housing/EDR waive their right to appeal these charges.

C. Non-payment: This License shall be subject to an early cancellation upon prior written notice of the University/EDR. if the student fails to pay as required or no longer holds student status or otherwise violates the terms and conditions of the License. In the event the License is canceled by the University/EDR under this provision, the student shall vacate the room on or before a date specified in writing by the University/EDR. If student should fail to vacate the room as required, the University/EDR upon giving student prior written notice, may regain possession of the room by changing the locks. Any personal property remaining in the room will be considered abandoned and may be subject to disposal by the University/EDR.

D. Room Damages: The student is responsible for the assigned unit and its furnishings. The student shall reimburse the University for damages to the assigned unit/building and/or its furnishings.

8 . CONDITIONS OF PREMISES

A. An Assigned Space(room) Condition Form will be provided to you at the time that you move into the Premises. Within 48 hours after you move-in, you are required to return the Room Condition Form and notify us in writing of any defects or damages in your room, common area, fixtures, appliances and furniture and the Assigned space will be considered to be in a clean, safe and good working condition and you will be responsible for defects or damages that may have occurred before you moved in.

B. With the exception of the items specified in your written notice, you accept your Assigned space, the fixtures, appliances and furniture in their “AS-IS” condition, with any faults. We make no express warranties and disclaim any and all implied warranties (other than the warranty of habitability) with regard to your Assigned space, and the fixtures, appliances and furniture within.

C. Excepting only ordinary wear and tear from normal usage, you will be solely responsible to us for damages to your Assigned space and the furnishings provided in the Assigned space. You are responsible for the cost of all repairs made necessary by you, your guest(s) or any other person’s in violation of this License or the negligent or careless use of your assigned space or any part of the Community. Including without limitation damage from waste water stoppages caused by foreign or improper objects in lines serving the bathroom used by you, damages to furniture, appliances, doors, windows or screens, damage from windows or doors being left open and

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repairs or replacements to security devices necessitated by misuse or damage. (This includes damages that may have been caused to the Assigned space by other residents of the Assigned space if we cannot determine who did it). You may be required to prepay for these repairs, or, if we decide to advance the funds for the repairs, you are responsible for repaying us within 10 days. In addition, you will be jointly and severally liable for all damages to other shared areas of the Assigned space and any furnishings provided in those shared areas. In addition, you are responsible to us for any damages of any nature that result from your usage or the usage of your guests to any of the Community amenities and any of the furnishings, systems or components located in or on the Community. If the party responsible for damages is identified, we may determine, in our sole discretion, to reLicense you and other potentially responsible parties. Your obligations to pay the charges described in this paragraph will continue after the ending of this License.

D. Furnishings Removal. You assume full responsibility for items furnished by us and agree to return them to us at the expiration of the License Term in as good condition as when you receive them, reasonable wear and tear excepted. You will be responsible for returning all furniture to its original position prior to vacating your Assigned space. You will not remove our furniture, fixtures, and/or furnishings from the Assigned space for any purpose.

9. Indemnification, Acknowledgement and Release Clause:

A. The intent is to provide a facility where you are safe. You agree that we do not promise, warrant or guarantee the safety and security of you, your guests or your personal property against the criminal actions of other residents or third parties. Furthermore, we shall not be liable for any damage or injury to you, your guests or your personal property or to any person entering the Assigned space or the Community, for injury to person or property arising from theft, vandalism or casualty occurring in the Assigned space or the Community.

B. The student and the undersigned agree to indemnify and hold harmless the University/ULH. Inc. from any suit, action at law or other claim resulting from an injury to the student's person or property while living in University Housing/EDR under this License, unless the injury is caused by the negligence of the University/EDR, or its agents. You hereby release and forever discharge the University/EDR, its officers, employees, subcontractors, and agents from any and all demands, cause of action and/or judgments of whatsoever nature of character, past or future, known or unknown, whether in contract or in tort, whether for personal injuries, property damage, payments, fees, expenses, or any other monies due or to become due, or damages of any kind or nature, and whether arising from common law or statute, arising out of, in any way, this License and the use of University Housing. This release will be binding upon the undersigned and the student.

C. You have the responsibility to protect yourself and to maintain appropriate insurance to protect you and your belongings. It is a fact that no security system, including controlled access gates, courtesy patrol services or electronic intrusion safety devices, can guarantee protection against crime. Even elaborate security systems are subject to mechanical malfunctions, tampering, human error or personnel absenteeism, and can be defeated or avoided by clever criminals. Further, repairs to such devices cannot always be completed immediately. Therefore,

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you should always proceed on the assumption no security systems exist. You acknowledge that you have read, understood and agree with the above notice. You have received no representations or warranties, either expressed or implied, as to the overall safety of the Assigned space and Community and/or any security system at the Community. We have not in any way stated or implied to you that the security of person or property is provided, promised or guaranteed or that the Community was or will be free from crime.

10. Subcontracting:

The License may not be transferred to another person. Unauthorized roommates are prohibited unless written approval is obtained from the Housing Office/ EDR. Residents will be held responsible for upholding this policy.

11. Amenities:

The University will furnish water, gas, electricity, maintenance service, basic cable service, data service, garbage service and grounds care, but will not be liable for failure to supply any of the above services. Custodial service will be provided for the public areas only.

12. Falsification of Application Information:

The University reserves the right to deny, cancel or remove from Housing individuals who provide false information as part of the application process, individuals with a documented history of violent behavior, and/or individuals whose histories or behaviors demonstrate the inability to function within the community environment of the residence halls. We further reserve the right to verify any information provided by applicants that is available on the public record.

13. Opposite Sex Roommates/Married Couples:

Requests for roommates of the opposite sex will be denied, even in Apartments, unless a marriage certificate is sent to the Housing Office/EDR. Students with dependent children will be housed in apartments as space is available.

14. Photograph Use Release:

You give permission to us to use any photographic image taken of you while you are in any public spaces, grounds, offices or any Community sponsored events. You understand that your photographic image may be used for legitimate business purposes. You hereby waive any right that you may have to inspect or approve any such use.

15. Severability of Individual Sections:

If any provision of this License shall be declared illegal or unenforceable, the remaining provisions will remain in full force and effect.

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17. Consolidation/Relocation:

A. Consolidation : The University reserves the right to make assignments of space, to authorize or deny room and roommate changes, to consider vacancies and to require a student to move from one room or residence hall to another in an attempt to achieve a more effective or efficient residence hall program. The Housing and Residence Life Office/EDR does not discriminate based on race, creed, national orgin, or sexual orientation when making assignments. The Housing Office and Residence Life Office/EDR reserve the right to move a student in an ADA equipped room to a similar space on campus if an ADA need arises.

B. RELOCATION . It is understood that the Assigned space contains other assigned spaces in which other residents may reside. If the Assigned space consists of more than one assigned space, we have the right, when any Assigned space is unoccupied, to place a new resident in the unoccupied Assigned space unless you and all other residents in the Assigned space agree to pay us, as part of your respective Fees, the Fees due for such unoccupied assigned space. For purposes of operating efficiency, we reserve the right, in our sole discretion, upon five (5) days advance written notice to relocate you to another Assigned space unit in the Community. In the event of an emergency, as determined by us, we may relocate you upon less than five (5) days notice. The fact that you and the other residents of the Assigned space may be in conflict with each other will not be grounds to terminate the License. We are not liable if another resident in the Assigned space was untruthful on any written documentation. If you request to be relocated and we are able to accommodate your request, our consent to one or more relocations will not be a waiver of any rights of consent to any future relocation.

18. RIGHT OF ENTRY.

We have the right, as do our agents, to enter the Assigned space and your Assigned space at all reasonable times (or at any time in the event of an emergency), without notice to you and without your consent, to inspect, remodel, repair, maintain and protect the Assigned space and your Assigned space as we see fit, in our sole discretion. Further, we have the right to enter the Assigned space and your Assigned space at all reasonable times to show the Assigned space to representatives of insurance or lending institutions. You may not change any locks.

19. CONSENT TO JURISDICTION.

This License has been entered into in the Commonwealth of Kentucky. You consent to the jurisdiction of, and venue in, any local or state court otherwise having subject matter jurisdiction.

20. GOVERNING LAW.

This License is governed by and construed according to the laws of the Commonwealth of Kentucky. If any of the terms or conditions conflict with any such law, then such terms or conditions shall be deemed modified and amended to conform to such law.

Appendix H Sample Ground Lease

GROUND LEASE AGREEMENT

BETWEEN

_____________________ UNIVERSITY (LANDLORD)

and

EDUCATION REALTY OPERATING PARTNERSHIP, LP (TENANT)

Dated_________ , ____

TABLE OF CONTENTS TITLE Page RECITALS .......................................................................................................................................

PREMISES .......................................................................................................................................

TERM ...............................................................................................................................................

USE OF PREMISES .........................................................................................................................

RENT ................................................................................................................................................

DEVELOPMENT OF IMPROVEMENTS ......................................................................................

OWNERSHIP OF IMPROVEMENTS ............................................................................................

REPAIRS, MAINTENANCE AND ALTERATIONS .....................................................................

TAXES AND UTILITY EXPENSES ..............................................................................................

NET LEASE .....................................................................................................................................

REQUIREMENTS OF PUBLIC AUTHORITY AND INSURANCE POLICIES ..........................

COVENANT AGAINST LIENS ......................................................................................................

ENTRY ON PREMISES BY LANDLORD .....................................................................................

ASSIGNMENT AND SUBLETTING .............................................................................................

HOLDING OVER ............................................................................................................................

SURRENDER ...................................................................................................................................

SIGNS ...............................................................................................................................................

INDEMNITY ....................................................................................................................................

INSURANCE ....................................................................................................................................

EMINENT DOMAIN .......................................................................................................................

LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS .............................................

MORTGAGES ..................................................................................................................................

DAMAGE OR DESTRUCTION ......................................................................................................

LATE CHARGES .............................................................................................................................

TITLE PROVISIONS .......................................................................................................................

DEFAULT ........................................................................................................................................

WAIVERS ........................................................................................................................................

APPROVALS AND REPRESENTATIONS ...................................................................................

FORCE MAJEURE ..........................................................................................................................

NOTICE ............................................................................................................................................

CERTIFICATES ...............................................................................................................................

GOVERNING LAW .........................................................................................................................

PARTIAL INVALIDITY .................................................................................................................

MEMORANDUM OF LEASE .........................................................................................................

INTERPRETATION.........................................................................................................................

BINDING EFFECT ..........................................................................................................................

NO ORAL MODIFICATION - ENTIRE AGREEMENT ...............................................................

HEADINGS AND TABLE OF CONTENTS ...................................................................................

WAIVER OF JURY TRIAL .............................................................................................................

NO BROKER....................................................................................................................................

TABLE OF EXHIBITS

Exhibit A Description of Landlord Parcel Exhibit A-1 Description of Premises Exhibit A-2 Easement Areas Exhibit B Operating Requirements and Operating Standards Exhibit C List Identifying Plans Exhibit D Design and Construction Standards Exhibit E Permitted Encumbrances

THIS LEASE is made ________________ , 20__, between ____________________ UNIVERSITY, a ___________________ having its principal office at ___________________ (the "Landlord") and EDUCATION REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership with its principal office at 530 Oak Court Drive, Suite 300, Memphis, Tennessee 38117 (the "Tenant").

R E C I T A L S:

1. Landlord is the holder of the fee simple title to a parcel of land located in the City of___________, County of_______________, State of ______________ and more particularly described in Exhibit A attached to this Lease (the “Landlord’s Parcel”).

2. Landlord desires to lease to the Tenant that portion of the Landlord’s

Parcel more particularly described on Exhibit A-1 attached hereto (the “Premises”) to the Tenant and the Tenant desires to rent the Premises from Landlord pursuant to the terms, conditions, covenants and provisions of this Lease and to construct Improvements (defined below) upon the Premises.

3. Tenant has advised Landlord that Tenant intends to assign or otherwise

transfer the Tenant’s rights under this Lease to a subsidiary of Tenant and Landlord agrees to such assignment or transfer.

4. Tenant and Landlord agree that the purpose for which Tenant is leasing

the Premises and constructing the Improvements is to lease the Improvements in the manner and to the persons described in Section 3.01 below and the Landlord and Tenant agree that each lease to the persons described in Section 3.01 shall be a “Permitted Lease” under the terms of this Lease and shall not require any consent or other action by Landlord.

In consideration of the mutual covenants of this Lease, Landlord and Tenant agree

as follows:

ARTICLE 1

PREMISES AND EASEMENT

Landlord leases to Tenant, and Tenant hires from Landlord, upon and subject to the terms, conditions, covenants and provisions of this Lease, the Premises, together with all rights, privileges, easements and appurtenances belonging to or in any way pertaining to the Premises.

Landlord grants to Tenant a non-exclusive easement which shall be coterminous

with the Term of this Lease for the benefit of Tenant, Tenant’s invitees and all occupants under Permitted Leases and the invitees of such occupants, an easement over and across and the right to use in connection with others for purposes of ingress and egress to and from the Premises, those portions of the Landlord’s Parcel designated as the “Easement Areas” on Exhibit A-2 attached hereto (the “Easement”). Landlord agrees to maintain and repair the Easement Areas

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consistent with Landlord’s current maintenance and repair procedures. At Tenant’s request, Landlord and Tenant will execute and deliver in a form suitable for recording at the _________________ County Clerk’s office a further customary Easement Agreement consistent with the foregoing.

Landlord agrees that Tenant shall tie into and use certain utility lines and storm

sewers which currently service other property owned by Landlord. Landlord agrees to cooperate with Tenant in connection with the foregoing.

The Exhibits are made a part of this Lease.

ARTICLE 2

TERM

Section 2.01. Term. The term of this Lease (the "Term") shall commence on the date on which the Landlord and Tenant execute and deliver this Lease (the “Commencement Date”) and shall expire and end on a date which is the day immediately prior to the sixtieth (60th) anniversary of the Commencement Date (the “Ending Date”).

Section 2.02. Right of First Refusal. Landlord shall have Right of First Refusal

if Tenant wishes to sell or otherwise assign its interest in the Ground Lease to a party unaffiliated with Tenant. Subject to Landlord’s Right of First Refusal, Tenant may sell or assign its interest to another. Landlord shall have the right to approve such sale or assignment by Tenant, which right of approval shall not be unreasonably denied, conditioned, or delayed. Tenant shall have Right of First Refusal if Landlord wishes to sell or otherwise assign its interest in the Premises. Subject to Tenant’s Right of First Refusal, Landlord may sell or assign its interest in the Premises to another.

ARTICLE 3

USE OF PREMISES

Section 3.01. Use of Premises. Tenant shall use the Premises exclusively for (a) the housing of full-time or part-time undergraduate and graduate students enrolled at University, (b) the housing of (i) individuals participating in, attending events at, sponsored by, sanctioned or otherwise related to University, and (ii) such other persons as may be reasonably acceptable to Landlord and (c) the provision of services and amenities to permitted occupants of the Premises, including the operation and maintenance of a clubhouse type facility. Tenant is prohibited from using the Premises for any other purpose, except for the leasing of any retail space in the Premises for commercial retail purposes.

Section 3.02. Management Agreement. Landlord agrees that the Premises and

the Improvements may be operated for the purposes described in this Lease under the terms of a

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management agreement under which a management company affiliated with, controlled by or under common control with the member of the Tenant, manages and operates the Premises and the Improvements for and on behalf of Tenant in accordance with the terms of this Lease.

ARTICLE 4

RENT

Section 4.01. Ground Rent. Commencing on____________, 20__ unless that date be extended under Section 5.01 below (such date being the “Rent Commencement Date”) Tenant shall pay Landlord ground rent described below (the “Ground Rent”), without offset or abatement and without previous demand, at the office of the Landlord, or at such other address as the Landlord may designate by notice to Tenant at least thirty (30) days in advance of the date the rent is due, as follows. Ground Rent for the first lease year shall be $___________________ which amount shall be increased for each succeeding lease year during the Term of the Lease by ____________________%, ("the Ground Rent"). A lease year shall mean a consecutive period of twelve calendar months with the first lease year to commence on the Rent Commencement Date and subsequent lease years to commence on each anniversary of the Rent Commencement Date. The Ground Rent shall be paid by Tenant in equal monthly installments, in advance on the first day of each and every calendar month.

Section 4.02. Definition of Additional Rent. The term Additional Rent shall mean

any other sums, costs, expenses or amounts other than Ground Rent from time to time payable by Tenant to Landlord under this Lease, whether by way of indemnity or otherwise, and whether or not expressed to be Additional Rent, and Landlord shall have the remedies for the non payment of Additional Rent which is in arrears as may be provided for in this Lease.

ARTICLE 5

DEVELOPMENT OF IMPROVEMENTS

Section 5.01. Tenant's Obligation to Construct Improvements: In accordance with the plans and specifications, a list of which is attached to this Lease as Exhibit C (the "Plans"), Tenant shall construct the buildings, structures, improvements and fixtures on the Premises (the "Improvements”). The Improvements shall generally consist of ___________________ containing approximately ______________________ (___) apartment units (_______________ (___) beds) with a clubhouse, together with related parking and access areas located on the Premises.

Section 5.02. Tenant's Use of the Improvements. Tenant shall use the Improvements only for purposes and activities permitted by Article 3 of this Lease, and for no other purposes or activities without the prior written approval of Landlord.

Section 5.03. Covenants and Requirements of Construction: In the construction

of the Improvements (sometimes referred to as "the Work"), Tenant:

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(a) shall at its own cost and expense obtain all permits and approvals

necessary for the construction of the Improvements; (b) shall comply with all requirements of public authorities described

in Article 10 applicable to the Work; (c) shall have received Landlord's prior written approval of all

Tenant’s architects, engineers and general contractors to be engaged in the construction of the Improvements, which prior written approval of Landlord will not be unreasonably denied, conditioned, delayed or withheld but which will not be given, apart from any other reasonable considerations, unless such architects, engineers, and contractors agree to complete their work for Landlord in accordance with their respective contracts, at Landlord's request, in the event of a termination of this Lease in accordance with its terms. Landlord agrees that _______________ is an acceptable contractor, that ________________________________ are acceptable architects and is an acceptable engineer;

(d) shall perform the Work within the times provided for herein, in

compliance with the Plans, in a good and workmanlike manner, and in accordance with all the provisions of this Lease;

(e) shall pay all proper accounts for work done or materials furnished

under all contracts which it has entered into relating to the Work; (f) shall require payment and performance bonds to be furnished by

the general contractor or by each “Major Subcontractor” of the work (“Major Subcontractor” shall refer to a subcontractor under a subcontract in excess of $250,000).

Section 5.04. Completion of Construction. Tenant shall commence construction

of the Improvements in accordance with the Plans on or before _________ __, 20__. Such construction shall be deemed to have commenced on the date on which site work is started. Subject to an extension for a Force Majeure Event as described below, Tenant shall “Substantially Complete” the Improvements in accordance with the Plans on or before August 15, 20__ (the “Substantial Completion Date”) and the furnishing of the Improvements for occupancy under Permitted Leases, and thereafter shall complete the construction of the Improvements in accordance with all provisions of this Lease. If Tenant fails to Substantially Complete the Improvements in accordance with the Plans and the fixturing and furnishing of the Improvements on or before the Substantial Completion Date as may be extended by a Force Majeure Event Tenant shall at Tenant’s expense provide suitable housing for all persons with whom Tenant has entered into Permitted Leases and who cannot occupy the Improvements, until such time as the Improvement are Substantially Complete and furnished. In the event there occurs an event or events described in Article 28 below (each, a “Force Majeure Event”) the August 15, 20__ date by which the Tenant must Substantially Complete and furnish the Improvements shall be extended at the Tenant’s option either:

(a) to August 15, 20__; or

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(b) by the number of days equal to the number of days Tenant is

delayed in Substantially Completing or furnishing the Improvements as a result of such Force Majeure Event(s).

Section 5.05. Substantial Completion of Improvements. The Improvements shall

be deemed Substantially Complete upon Landlord's receipt of evidence, in the form of a customary AIA certificate of the licensed architects employed by Tenant that:

(a) the Improvements shall have been completed in all respects in a

good and workmanlike manner and in accordance with the Plans; (b) all building equipment and services, including heating and air

conditioning systems and utilities have been completed, are operating properly and are available for use by Tenant;

(c) all building codes and other regulations and the requirements of a

certificate of occupancy or temporary certificate of occupancy containing conditions to be satisfied by Tenant as described below has been or can be issued;

Subsequent to Substantial Completion, Tenant shall to the extent such work is not

already completed, promptly, giving due regard for weather conditions and the elements, complete the remaining grading, landscaping, debris removal and removal of surplus building material and rubbish from the Premises and Tenant shall also timely complete and satisfy any conditions included in any temporary certificate of occupancy issued in connection with the Improvements.

ARTICLE 6

OWNERSHIP OF IMPROVEMENTS

Section 6.01. Tenant's Ownership of Improvements During Term. The Improvements (including fixtures but not including items of personal property) which the Tenant constructs upon the Premises from time to time are and shall be fixtures to the Premises, shall be the separate property of the Tenant, and not of the Landlord, subject to and governed by all of the provisions of this Lease until the end of the Lease Term. Tenant shall be entitled to all depreciation for the Improvements, and any additions, changes or alterations to them.

Section 6.02. Landlord's Ownership of Improvements After Term. Upon the

expiration or earlier termination of the term of this Lease in accordance with the provisions of this Lease, Landlord shall have the option, at its election, to purchase the Improvements based upon straight-line depreciation, or extend the term of the Ground Lease for an additional term of not fewer than ten (10) years.

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ARTICLE 7

REPAIRS, MAINTENANCE AND ALTERATIONS

Section 7.01. Repairs and Maintenance.

(a) Tenant, at its sole cost and expense, shall manage, maintain and promptly repair the Premises and the Improvements, all sidewalks and curbs adjoining them including without limitation, all building fixtures, heating, air conditioning, ventilating and plumbing apparatus, electric fixtures and equipment, parking areas and landscaping, and shall maintain all exterior portions of the Premises and all common areas in good order and condition, and neat and clean. "Repair" shall include reasonable replacement, restoration and renewal when necessary. Tenant's obligations under this Article apply to all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, and foreseen and unforeseen. All repairs made by Tenant shall be at least equal in quality and class to the original Work. Tenant shall manage and maintain the Premises and the Improvements as would a prudent owner and shall not commit, and shall provide in all Permitted Leases that no occupant of the Premises shall commit, any waste or any nuisance on them, or permit any part of the Premises or the Improvements to be used for any dangerous, obnoxious or offensive trade or business, and shall not permit any damaged Improvement to remain on the Premises for any unreasonable period of time.

(b) Tenant shall keep and maintain all adjoining sidewalks and curbs,

in a clean and orderly condition, free of dirt, rubbish, snow, ice and unlawful obstructions.

Section 7.02. Alterations, Improvements and Additions. Upon completion of the construction of the Improvements, Tenant shall not make any alterations, improvements or additions to the Premises or the Improvements (collectively "alterations") without the prior written consent of Landlord which consent will not be unreasonably denied, withheld, delayed or conditioned; provided, however, that the prior written consent of Landlord shall not be required for non-structural alterations. Tenant's request to Landlord for permission to make alterations shall be accompanied by reasonably detailed plans and specifications in light of nature of the proposed alterations involved, estimated costs and the identity of the contractors who shall perform the work. Any alterations permitted by Landlord shall be at least equal in quality and class to the original Work and shall be consistent with permitted uses of the Premises and Improvements as provided in Article 3.

ARTICLE 8

TAXES AND UTILITY EXPENSES

Section 8.01. Taxes. Tenant shall, as Additional Rent, pay and discharge punctually and before any fine, penalty, interest or cost may be added to them, all taxes, any payments in lieu of taxes, assessments, water and sewer rents, rates and charges, vault license fees or rentals, levies, license and permit fees and all other governmental impositions and

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charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseen and unforeseen, which shall be charged, levied, laid, assessed, imposed upon, become due and payable out of or in respect of, or become liens upon the whole or any part of the Premises or the Improvements, together with all interest and penalties, under all present or future laws, ordinances, requirements, orders, directives, rules or regulations or the federal, state, county, and city governments and of all other governmental authorities whatsoever as well as and including all payments in lieu of any of the foregoing (the "Taxes").

Section 8.02. Conversion and Assessments. To the extent permitted by law,

Tenant or its designees shall have the right to apply for the conversion of any assessment for local improvements assessed during the Term of this Lease to permit them to be payable in annual installments, and upon such conversion, Tenant shall pay and discharge punctually the installments as they become due and payable. Landlord shall permit the application for the conversion to be filed in its name, if necessary, and shall execute all documents reasonably required by Tenant for the conversion, provided Tenant shall pay all of Landlord's costs, including a reasonable attorney's fee incurred by Landlord in connection therewith.

Section 8.03. Time for Payments. Tenant shall be deemed to have complied with

the covenants of this Article if the Taxes are paid before any fine, penalty, interest or cost may be added to them. Tenant shall produce and exhibit to Landlord reasonable evidence of payment on Landlord's request.

Section 8.04. Apportionment between Landlord and Tenant. All Taxes payable

during the calendar years in which the term of this Lease commences and expires shall be apportioned pro rata between Landlord and Tenant.

Section 8.05. Tenant's Right to Contest Taxes. Tenant shall have the right to

contest or review, in good faith, all Taxes by appropriate legal proceedings, or in such other manner as may be appropriate, provided it shall promptly pay all Taxes when due. Tenant shall conduct the proceedings diligently, at its own cost and expense. Landlord shall execute all documents reasonably necessary for the proceedings, at Tenant's sole cost and expense.

Section 8.06. Tenant's Right to Refund of Taxes. Any refunds or rebates of the

Taxes paid by Tenant shall belong to Tenant. Any refunds received by Landlord shall be deemed trust funds and shall be received by Landlord in trust for Tenant and paid to Tenant. Landlord shall, upon the request of Tenant, sign any receipts reasonably required to obtain payment of any refund or rebate of Taxes.

Section 8.07. Separate Parcel. On or before _____________, 20__ Landlord shall

at Landlord’s expense, cause the Premises to be subdivided or re-subdivided and obtain the agreement of the City of ______________ to establish the Premises and the Improvements as a separate tax parcel effective no later than ____________, 20__.

Section 8.08. Utilities. Tenant shall pay and discharge punctually all water and

sewer rents, rates and charges and all charges for steam, heat, gas, hot water, electricity, light and

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power, and any and all other services and utilities furnished to the Premises or the Improvements.

ARTICLE 9

NET LEASE

Section 9.01. Net Lease. The rent payable by Tenant under this Lease shall be net to Landlord. All costs, expenses and obligations of every kind and nature whatsoever relating to the Premises and the Improvements, which may arise or become due during the term of this Lease ("the Expenses"), shall be paid by the Tenant and Tenant shall indemnify and save Landlord harmless from and against the Expenses.

Section 9.02. Rent Not to Abate. Tenant's obligation to pay Rent under this Lease

shall not be affected by, nor shall the Rent abate or be diminished, reduced, rebated or refunded on account of any want of repair, destruction or damage to the Premises or the Improvements, regardless of the cause or extent of them, or for any inconvenience, discomfort, interruption of business or otherwise arising from the making of alterations, changes, additions or repairs to the Premises or the Improvements, or because of any present or future governmental laws, ordinances, requirements, orders, directives, rules or regulations, or for any other cause or reason.

ARTICLE 10

REQUIREMENTS OF PUBLIC AUTHORITY AND INSURANCE POLICIES

Section 10.01. Compliance by Tenant.

(a) Tenant, at its sole cost and expense, shall promptly comply with all present and future laws, ordinances, requirements, orders, directives, rules, regulations and permits of all federal, state, county, city, and town governments and of all other governmental authorities, agencies, departments, boards and officers, or any other body or bodies which may exercise similar functions, foreseen and unforeseen, ordinary and extraordinary, applicable to the Premises or the Improvements or any part of them or to their use, or to the operations or activities of Tenant upon the Premises, whether in force at the commencement of the term of this Lease or passed, enacted, directed or issued in the future, whether or not such requirements are actually imposed upon Landlord, and whether or not compliance shall require structural changes (collectively in this Article "the requirements"). Tenant shall pay all costs, expenses, liabilities, obligations, losses, damages, fines, penalties, charges, claims and demands, including, without limitation, costs associated with administrative and judicial proceedings, and reasonable fees of architects, engineers, consultants and attorneys (collectively "the costs"), that may in any manner arise from or be imposed resulting from the failure of Tenant to comply with this Article.

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(b) Tenant shall comply with the requirements of all policies of public liability, fire and all other policies of insurance maintained by Tenant with respect to the Premises and the Improvements. Tenant shall promptly take steps to remedy or prevent any violation or attempted violation which is known to Tenant of the provisions of this Section by any subtenant of the Premises or the Improvements.

Section 10.02. Challenge of Validity. Tenant shall have the right, on written

notice to the Landlord, to contest by appropriate legal proceedings ("the proceedings") diligently conducted in good faith, in the name of the Tenant, Landlord, or both, if necessary, without cost or expense to Landlord, the validity or application of the requirements. If compliance with the requirements may be delayed during the proceedings without the incurrence of any lien, charge or liability of any kind against the Premises or the Improvements and without subjecting Tenant or Landlord to any liability, civil or criminal, for failure to comply with them, Tenant may delay compliance with them until the final determination of the proceedings. Landlord shall execute all documents reasonably necessary for the proceedings, at Tenant's sole cost and expense.

Section 10.03. The provisions of this Article shall survive the expiration or

earlier termination of this Lease with respect to violations of the Tenant’s obligations under this Article which have occurred prior to such expiration or termination.

ARTICLE 11

COVENANT AGAINST LIENS

Section 11.01. Tenant's Obligations to Discharge. Tenant shall promptly within thirty (30) days of the date of filing, discharge any filed mechanic's, laborer's, or materialman's lien, encumbrance or charge upon the Premises, the Improvements, or any part if either ("the lien").

Section 11.02. Landlord's Rights to Discharge. If any lien included in Section

11.01 shall be filed against the Premises, the Improvements, or any part of either, Tenant, at its own costs and expense, within thirty (30) days after the filing of the lien, shall discharge it of record or post a bond satisfactory to Landlord to assure its discharge. If Tenant fails to discharge or bond the lien within thirty (30) days after its filing, Landlord, in addition to any other right or remedy it may have, and without waiving its right to declare a default, may discharge the lien of record by bonding or otherwise. Any amounts paid by Landlord in the discharge by bonding of the lien if Tenant fails to do so as required above, including, but not limited to, penalties, interest, costs, allowances and reasonable attorney's fees, shall constitute Additional Rent under this Lease and shall be paid by Tenant to Landlord on demand.

Section 11.03. No Implied Consent of Landlord. Nothing in this Lease shall be

construed as the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any material for any improvement, alteration or repair of the Premises, the Improvements, or any part of either.

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ARTICLE 12

ENTRY ON PREMISES BY LANDLORD

Section 12.01. Subject to the rights of occupants under the terms of Permitted Leases and to any reasonable privacy, secrecy or confidential information policy of Tenant, Tenant shall permit Landlord and its authorized representatives to have reasonable access to the Premises and the Improvements at all reasonable times for the purposes of (a) inspecting them, or (b) upon fifteen (15) days prior notice to Tenant (except in the case of an emergency), making any necessary repairs required under Article 7 of this Lease or performing any other work that may be reasonably necessary because of Tenant's Default of Tenant’s obligations hereunder with respect to the making of required repairs. Landlord's right of entry shall not imply any duty on its part to perform any repairs or work and shall not constitute a waiver of any Default of Tenant.

Section 12.02. Subject always to the rights of occupants under the terms of

Permitted Leases, during the progress of any work on the Premises or on the Improvements by Landlord pursuant to Section 12.01, Landlord may store all necessary materials, tools, supplies and equipment in the Improvements. Landlord shall not be liable for inconvenience, annoyance, disturbance, loss of business or other damage incurred by Tenant or any subtenant because of the performance of those repairs or work, or the storing of materials, tools, supplies and equipment in the Improvements.

Section 12.03. Landlord shall have the right to enter the Premises and the

Improvements at all reasonable times during usual business hours at any time within two (2) years prior to the expiration of the term of this Lease for the purpose of showing them to prospective tenants.

ARTICLE 13

ASSIGNMENT AND SUBLETTING

Section 13.01.

(a) Tenant, without the prior written consent of Landlord which consent will not be unreasonably denied, withheld, delayed or conditioned, shall not assign this lease or sublet the whole or any part of the Premises or the Improvements on them. For purposes of this paragraph (a), an assignment shall include any transfer (other than to a Leasehold Mortgage holder) of this Lease, whether voluntary or involuntary or by operation of law, including any merger or consolidation of the Tenant and any transfer, sale, assignment, pledge, or other encumbrance, whether voluntary or involuntary or by operation of law, of more than forty-nine percent (49%), in the aggregate (determined on a cumulative basis), of the authorized and issued membership interests or capital stock of Tenant [except (i) transfer upon death or inter vivos among the members or shareholders of Tenant or to their immediate families] or (ii) any

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transfer of any stock or membership interest in Tenant to any entity which is affiliated with, controlled by or under common control with a member or shareholder of the Tenant. No Permitted Lease shall be deemed a sublease or an assignment and Landlord consents shall not be required with respect to any Permitted Lease.

(b) Any assignment or subletting permitted by Landlord shall be upon

the following conditions:

(i) The use of the Premises and Improvements by the subtenant or assignee shall comply with the use restrictions contained in Article 3;

(ii) Tenant shall not be in default under this Lease; (iii) The assignee, in a document reasonably satisfactory to

Landlord and in recordable form, shall agree to faithfully perform and be bound by all of the terms, conditions, covenants, provisions and agreements of this Lease;

(iv) Any sublease shall provide that it is subject to the terms

and conditions of this Lease and may, at Landlord's option after the termination or expiration of this Lease, require the sublessee to attorn to Landlord; and

(v) Landlord's consent to any assignment or sublease shall not

constitute or be deemed its consent, nor constitute a waiver of the requirement of its consent, to any subsequent assignment or sublease.

(c) Tenant shall not assign any of its rights under this Lease separate from any permitted assignment.

Notwithstanding anything to the contrary contained in this Lease, no Permitted Lease shall be considered an assignment of or a sublease under this Lease requiring Landlord’s consent.

ARTICLE 14

HOLDING OVER

In the event Tenant shall remain in occupation of the Premises or the Improvements after the expiration or earlier termination of this Lease, and in addition to having the right to remove the Tenant in any manner permitted by law, and in addition to all other rights Landlord may have in law, in equity, and under this Lease, Tenant shall be liable to Landlord for all Ground Rent during any period of holdover in the amount equal to one hundred ten percent (110%) times the Ground Rent payable immediately prior to such expiration or termination, and the tenancy created by acceptance of the rent shall be that of a tenancy from month to month only.

ARTICLE 15

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SURRENDER

Section 15.01. Surrender of Possession. Upon the expiration or earlier

termination of the term of this Lease, upon the election of Landlord as provided in Section 6.02 above to purchase from Tenant the Improvements, Tenant shall subject to the rights of occupants under Permitted Leases quit and peacefully surrender and deliver to Landlord the possession and use of the Premises and the Improvements, without delay, in good order, condition and repair, except for reasonable wear and tear and free and clear of all liens, encumbrances and charges, and all rights of Tenant under this Lease and in the Improvements shall terminate. Notwithstanding the termination of the Lease, Tenant shall remain liable to Landlord for any loss or damage suffered by the Landlord because of any default of Tenant. Upon surrender, Tenant shall assign to Landlord or Landlord's designee all Permitted Leases, subleases and other agreements and rights relating to the operation or use of the Premises or the Improvements, or Tenant's interest in them, as Landlord may request.

Section 15.02. Personal Property.

(a) Upon the expiration or early termination of the Term of this Lease in accordance with its terms, , upon the election of Landlord as provided in Section 6.02 above to purchase the Improvements from Tenant, Landlord shall purchase from Tenant and Tenant shall sell to Landlord all the furnishings, fixtures and equipment owned by the Tenant and used in the operation of the Premises or the Improvements including the apartment or residential furnishings, common area furnishings and club house furnishings, fixtures and equipment located at or in the Improvements, but in all events excluding and excepting all software, technology and other proprietary information or property owned by or licensed to Tenant, all at a Purchase Price (the “FF&E Purchase Price”) equal to the accounting book value of such furniture, fixtures and equipment then reflected on the Tenant’s books of account. Landlord shall pay the FF&E Purchase Price to Tenant within thirty (30) days of the date Tenant provides to Landlord the account of the FF&E Purchase Price together with the Tenant’s depreciation schedule for such furniture, fixtures and equipment and concurrently with the payment of such FF&E Purchase Price, Tenant shall deliver to Landlord a bill of sale;

(b) Tenant shall promptly remove all other personal property

belonging to Tenant remaining upon the Premises or Improvements at the expiration or earlier termination of this Lease. Any such other personal property of Tenant remaining upon the Premises or Improvements after the expiration or earlier termination of this Lease, may, at the option of Landlord, be deemed to have been abandoned by Tenant and may be retained by Landlord as its property, or be disposed of, by Landlord in such manner as it deems appropriate. Tenant shall be responsible to Landlord for the reasonable cost or expense incurred by Landlord in disposing of such other personal property remaining on the Premises or Improvements after the expiration or earlier termination of this Lease. Tenant's removal obligations and liabilities under this Section shall apply to the personal property of any person excepting occupants under Permitted Leases who has been permitted by Tenant to use any part of the Premises or Improvements.

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Section 15.03. The provisions of this Article shall survive the expiration or earlier termination of this Lease.

ARTICLE 16

SIGNS

Tenant shall not install or replace, nor permit the installation or replacement by

others, of any signs or advertising matter in, upon or over the Premises or the Improvements without the prior written consent of Landlord which consent will not be unreasonably denied, withheld, delayed or conditioned. Tenant shall comply with all applicable requirements of governmental authorities having jurisdiction and shall obtain all necessary governmental approvals prior to the installation or replacement of any sign or other advertising matter permitted by Landlord.

ARTICLE 17

INDEMNITY

Section 17.01. Tenant's Indemnification of Landlord. Tenant shall defend with

competent counsel, indemnify and hold the Landlord harmless from and against any and all liabilities, obligations, losses, damages, fines, penalties, claims, demands, costs, charges and expenses, including, without limitation, reasonable fees of architects, engineers, consultants and attorneys and costs associated with administrative and judicial proceedings incurred by Landlord as a result of Tenant’s breach of its obligations under this Section 17.01, which may be imposed upon, incurred by or asserted against Landlord because of any of the following (collectively the "claims"):

(i) Any work or thing done in, on or about the Premises or the

Improvements; (ii) Any use, non-use, possession, occupation, condition,

operation, maintenance or management of the Premises or the Improvements or any part of either, or any adjacent sidewalk, curb, passageway or space;

(iii) Any act or omission of Tenant or any of its agents,

concessionaires, contractors, servants, employees, assigns, subtenants, or invitees excluding the acts or omissions of occupants under Permitted Leases;

(iv) Any accident, injury or death to any person or damage to

any property occurring in, on or about the Premises or the Improvements, or any adjacent sidewalk, curb, passageway or space; or

(v) Any failure by Tenant to perform or comply with any of the

covenants, agreements, terms, provisions, conditions or limitations in this Lease required by the provisions of this Lease to be complied with or performed by Tenant.

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In addition to, and without limiting the generality of, the foregoing provisions of

this Article, Tenant shall indemnify, and hold harmless the University, and its trustees, officers, agents and employees, from and against all claims which may be imposed upon, incurred by or asserted against Landlord, arising out of (i) the use, generation, storage, release, or disposal of Hazardous Materials on or about the Premises by or on behalf of Landlord in violation or breach of this Lease during Tenant's Use Period, including, without limitation, the cost of any required or necessary decommissioning, repair, cleanup, or remediation and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the termination of this Lease, (ii) any release or threatened release during Tenant’s Use Period of such Hazardous Materials in violation or breach of this Lease at, on, to, or into the Premises, including groundwater, or from the Premises on, to, or into any adjoining property or other property, including groundwater, (iii) the failure during Tenant’s Use Period of Tenant, any subtenant or any person other than an occupant under a Permitted Lease claiming under Tenant to comply with any of the requirements described in Article 10 of this Lease or the common law; or (iv) any and all damage to natural resources or real property and/or harm or injury to any person resulting or alleged to have resulted from (A) any release or threatened release during Tenant’s Use Period of such Hazardous Materials in violation or breach of this Lease, and/or (B) such failure during Tenant’s Use Period to comply with, or otherwise arising under, any of the requirements or the common law.

If any action or proceeding is brought against Landlord because of any one or

more of the claims described above in this Section 17.01, Tenant, at its sole cost and expense, upon written notice from Landlord, shall defend that action or proceeding by competent counsel reasonably acceptable to Landlord by Landlord in writing.

Section 17.02. Landlord Indemnification of Tenant. Landlord shall defend, with

competent counsel, indemnify and hold the Tenant harmless from and against any and all liabilities, obligations, losses, damages, fine, penalties, claims, demands, costs, charges and expenses, including without limitation, reasonable fees of architects, engineers, consultants and attorneys and costs associated with administrative and judicial proceedings incurred by Tenant as a result of Landlord’s breach of its obligations under this Section 17.02, which may be imposed upon, incurred by or asserted against Tenant because of any failure by Landlord to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations in this Lease which under the terms of this Lease are required to be complied with or performed by Landlord, or (ii) arising out of the presence on the date possession of the Premises is delivered to Tenant of any Hazardous Materials at, on or under the Premises.

Section 17.03. The provisions of this Article shall survive the expiration or earlier termination of this Lease with respect to events, acts or omissions during Tenant’s Use Period.

ARTICLE 18

INSURANCE

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Section 18.01. Property Insurance. Tenant, at its sole cost and expense, during the term of this Lease, shall keep the Improvements insured against loss or damage by fire or other perils including, but not limited to, certified and non-certified acts of terrorism under the Terrorism Risk Insurance Act (TRIA) or its amendments, with an All-Risk property insurance policy, including, but not limited to, business interruption for continuing expenses including rent described under Section 3.02, extra expense, earth movement, building ordinance and increased cost of construction and boiler and machinery coverage, including pressure pipes, steam boiler and other pressure vessels and pipes in the Improvements, with a 100% full replacement cost endorsement.

At the request of Landlord, and at the sole cost and expense of Tenant, the

replacement value of the Improvements shall be determined from time to time, but not more frequently than once every five (5) years, by an insurance appraiser mutually acceptable to Landlord and Tenant. Tenant shall promptly notify Landlord in writing of such determination.

Tenant hereby waives any right of recovery from Landlord, its officers, and

employees (collectively "Landlord") and releases and discharges Landlord from all claims, damages, losses or demands whatsoever which Tenant may have or acquire arising out of damage to or destruction of the Improvements or Tenant's business caused by fire or other perils unless such loss or damage shall have been caused by the fault or negligence of Landlord, its agents or contractors.

Tenant shall have a waiver of subrogation clause endorsed to and made a part of

its property insurance policy or policies Section 18.02. Other Insurance. Tenant, at its sole cost and expense, shall

procure and maintain during the term of this Lease, the following policies of insurance: 1. Worker's Compensation and Employers Liability as required by law; 2. Disability Benefits as required by law; 3. Commercial General Liability (2004 ISO Form) written on an occurrence

basis with limits of $1,000,000 per occurrence and a $2,000,000 aggregate including, but not limited to, coverage for bodily injury, personal injury, property damage, ongoing and completed operations, and contractual liability referring to this Lease;

4. Automobile Liability - $1,000,000 combined single limit for bodily injury

or property damage covering vehicles owned, non-owned, hired or otherwise used or furnished for the use of the Tenant, its associates, employees, representatives, volunteers or agents; and

5. An "Umbrella" follow form liability insurance policy that shall increase to

$50,000,000 the limits of coverage provided by the insurance required by paragraphs 3 and 4 of this Section 18.02.

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Section 18.03. Reserved. Section 18.04. Responsibility of Tenant During Construction. Prior to

commencement of the construction required under Article 5, Tenant at its own expense shall obtain, furnish to Landlord, or cause its contractor to obtain and furnish to Landlord, and maintain through the full completion of construction of the Improvements in accordance with all provisions of this Lease, the following policies of insurance:

1. Each of the policies of insurance required by paragraphs 1 through 5 of

Section 18.02; 2. Architects and engineers professional liability insurance in an amount of at

least $5,000,000 covering errors and omissions, bodily injury and property damage (including contractual liability coverage with all coverage retroactive to the earlier of the date of this Agreement or the commencement of professional services in relation to the Project). Architect/Engineer shall maintain this coverage for a period of three years after the date of final payment under this Agreement. This Professional Liability Insurance may be written on a claims made basis or any other as is expressly identified to by the University in writing. During the term of this Agreement, and annually for three (3) years after final payment, the Architect/Engineer shall provide a certificate demonstrating that this insurance is being currently maintained, including, but not limited to, the policy's retroactive date.

3. Builders Risk Insurance - Tenant shall provide an "All Risk" builders risk

insurance policy for fire, flood, earthquake, terrorism, testing of mechanical or electrical devices and extended coverages, on all the Premises and Improvements. The policy shall include Tenant, its contractors and subcontractors as named insureds and Landlord, as its interest may appear. The amount of insurance shall be 100% of full replacement cost. The policy shall contain a Consent of Occupancy endorsement, a waiver of subrogation clause in the form required by Section 18.01, and coverage for loss of income and business interruption.

Section 18.05. Evidence of Insurance - All Insurance Coverages. All insurance

coverages required by this Article shall be obtained by valid and enforceable policies, in form reasonably acceptable to Landlord, issued by insurers of recognized responsibility and licensed to do business in the State of______________. Upon the execution of this Lease, and thereafter upon Landlord’s request and not less than twenty (20) days prior to the expiration dates of the policies furnished by Tenant, certificates with respect to Tenant's commercial general liability, umbrella liability and property insurance policies and, during the period required by Section 18.03, of Tenant's builders risk insurance policy, and certificates of insurance for all other insurance coverages required by this Article, shall be delivered by Tenant to Landlord, with evidence reasonably satisfactory to Landlord of the payment of the full premiums on the policies.

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Section 18.06. Minimal Requirements - Primary Insurance. The insurance coverages and limits required of Tenant by this Article shall be the

minimum requirements of Tenant under this Lease and shall in no manner limit Tenant's liability to Landlord under this Lease. All policies of insurance described in Article 18 shall indicate any deductibles or self-insured retentions (SIR's), which shall be subject to Landlord's approval which approval Landlord will not unreasonably deny, withhold, delay or condition.

The insurance policies required by Section 18.02(3), (4) and (5) shall name

Landlord as an additional insured with respect to the obligations, indemnifications and liabilities of Tenant under this Lease. Acceptable additional insured policy endorsements are as follows: ISO Form Additional Insured Endorsement CG 20 10 11 85, or the carrier's manuscript equivalent acceptable to the Landlord, that includes completed operations, naming Landlord as an additional insured with respect to Landlord's project name. The policies of insurance described in the preceding sentence shall be primary and non-contributory of any insurance carried by Landlord, and Tenant shall furnish to Landlord the written consent of the insurer that the policies are primary and non-contributory.

Section 18.07. Notice of Cancellation. The policies and certificates evidencing

the policies of insurance shall provide for twenty (20) days prior written notice to Landlord of any cancellation, non-renewal, reduction in amount or material change in insurance policy coverage.

Section 18.08. Reserved. Section 18.09. Quality of Insurance. All insurance required to be carried by

Tenant by this Article 18 shall be issued by a company rated by A.M. Best with a minimum Class "IX" as to financial rating and "A" (Excellent) as to policyholder rating.

Section 18.10. Disbursement of Proceeds. (a) Except as otherwise provided in this Article, all policies of insurance

required by Section 18.02(3) and Section 18.02(5) ("the policies") shall name Tenant as the insured and Landlord as an additional insured. The policies required by Section 18.01, Section 18.03(3) and Section 18.04 shall be payable to Tenant and may also name the holder of any Leasehold Mortgage, under a standard mortgagee clause, provided the Leasehold Mortgage provides that the proceeds of the insurance may be applied as provided in Section 21.04 (a) of this Lease.

(b) The policies shall provide that any loss shall be adjusted and the proceeds

paid as provided in this Lease. Section 18.11. Deletion of Co-Insurance Requirements. Any co-insurance requirements of any policy of insurance shall be deleted.

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Section 18.12. Insurance Escalation Discussions. Promptly after the twentieth

(20th) anniversary of the Rent Commencement Date, representatives of Landlord and Tenant shall confer with respect to the insurance coverages required to be maintained by Tenant under this Lease and as to whether it is then commercially reasonable to change such required insurance coverages.

ARTICLE 19

EMINENT DOMAIN

Section 19.01. Termination of Lease. If all or substantially all of the Premises and the Improvements shall be taken for any public or quasi-public use under any statute, by right of eminent domain or by transfer or purchase in lieu of a taking (the "Condemnation Proceedings"), this Lease shall automatically terminate on the date title passes or possession is taken, whichever occurs first. For purposes of this Article substantially all of the Premises and Improvements shall be deemed taken if the portions not taken shall be insufficient for the continued operation by Tenant of a facility for the purposes described in Section 3.01.

Section 19.02. Distribution of Condemnation Proceeds. In the event of a taking in a Condemnation Proceeding which results in the termination of this Lease pursuant to Section 19.01, Landlord and Tenant shall cooperate in the prosecution of the Condemnation Proceeding and shall request the court or board having jurisdiction of the Condemnation Proceedings to determine the reversion value of the Premises and the Tenant’s leasehold estate and the Improvements separately. The aggregate net award (the "net award") for the taking of the Tenant’s leasehold estate and the Improvements, after deducting all expenses and costs, including attorney's fees, shall be payable in the following order of priority:

(a) To the payment of Tenant’s Leasehold Mortgage indebtedness; (b) To the Landlord for the value of the land so taken, subject to this

Lease; (c) The remaining balance, to the Tenant; provided that the date of the

taking is subsequent to the forty-second (42nd) anniversary of the Commencement Date, Landlord shall be entitled to 7.0% of such remainder for each full twelve (12) consecutive months elapsed after the forty-second (42nd) anniversary of the Commencement Date and the Tenant’s share shall be correspondingly reduced.

Section 19.03. Partial Taking. If less than substantially all of the Premises and

Improvements is taken (the "partial taking"). The term of this Lease shall at Tenant’s option continue, Ground Rent shall be equitably abated and reduced in light of the portion of the Premises taken under such partial taking and Tenant promptly shall, at its own cost and expense,

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restore the Improvements as nearly like their condition prior to the taking as is reasonably practicable; provided, however, that Tenant shall not be obligated to pay or incur any cost or expense for such restoration in total exceeding the net award paid to Tenant from such partial taking. The net award upon such a partial taking shall be paid to Landlord, Tenant, and the holder of any Leasehold Mortgage in the manner and priority provided in Section 19.02 above.

ARTICLE 20

LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS

Section 20.01. Subject to the rights of a Leasehold Mortgage described below, if Tenant shall fail to perform any of its obligations under this Lease, Landlord may, at its option, after the expiration of any grace or cure period available to Tenant with respect to such failure and the giving of thirty (30) days' notice to Tenant, or with such notice as is reasonable in case of an emergency, perform any of such obligations.

Section 20.02. Any moneys paid and all costs and expenses incurred by

Landlord, including reasonable attorney's fees, under Section 20.01 above, in the performance of Tenant's obligations under this Lease, together with interest at the default interest rate defined in Section 11.02 of this Lease, shall be Additional Rent and shall be paid by Tenant to Landlord on demand.

Section 20.03. Landlord's exercise of its rights under this Article shall not

constitute a waiver of any other rights or remedies Landlord may have because of Tenant's default.

ARTICLE 21

MORTGAGES

Section 21.01. Tenant's Right to Mortgage Leasehold Estate. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right to mortgage its leasehold estate in the Premises, the Improvements and the Easement Areas, in accordance with the provisions of this Lease, and not otherwise, under one or more “Leasehold Mortgages” (as defined in Section 21.02) and to renew, modify, consolidate, replace, extend and refinance (individually and collectively "refinance or refinancing") any one or more Leasehold Mortgages. Tenant shall not assign, sell, transfer, mortgage, pledge, or encumber its leasehold estate in the Premises or its property rights in respect of the Improvements except as permitted under this Lease.

Section 21.02. "Leasehold Mortgage": A "Leasehold Mortgage" shall initially

mean each mortgage on Tenant's leasehold estate in the Premises and Tenant’s interest in the Improvements, the Permitted Leases and the Easement Areas granted to secure loans obtained from a Lending Institution(s) the proceeds of which loans are initially used for the development,

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construction and equipping of the Improvements, and thereafter a mortgage on such interests and property to secure any subsequent financing or refinancing by a Lending Institution, provided that each such mortgage:

(a) Shall be made expressly subject to the rights of the Landlord under

this Lease, and in particular, to the right of the Landlord to acquire title to the Premises and the Improvements upon the expiration or earlier termination of this Lease. No Leasehold Mortgage, encumbrance, or other charge upon Tenant's leasehold estate shall include property other than Tenant's interest in the Premises and the Improvements. Nothing in this Lease shall authorize Tenant, or imply any consent or agreement on the part of the Landlord, to subject Landlord's estate and interest in the Premises to any Leasehold Mortgage, encumbrance or charge. This lease shall be subject and subordinate at all times to the fee interest of the Landlord in the Premises.

(b) Shall be made only by a “Lending Institution”. The term "Lending Institution" shall mean any insurance company, bank or trust company, college, university, charitable institution or union, pension, profit or retirement fund or trust, governmental or quasi governmental agency or fund, real estate investment trust, or other financial or lending institution, fund or agency whose loans on real estate or with respect thereto are regulated by state or federal law.

(c) Each Leasehold Mortgage shall contain the following provisions:

(i) Tenant shall be entitled to use the proceeds of the insurance

provided for in Section 18.01 above for the purposes of accomplishing the repair and restoration of the Premises and Improvements (provided that the performance of such insurance proceeds shall be made to the Leasehold Mortgagee who shall disburse such funds wholly as restoration and repair work progresses as more particularly described in the Leasehold Mortgage) provided, however, that in the event the Leasehold Mortgage is in default at the time of the damage or loss to the Premises or Improvements or goes into default thereafter, the Leasehold Mortgagee may at its option apply the insurance proceeds first to the amounts due under the Leasehold Mortgage;

(ii) Both Landlord and Tenant shall be given all notices

required or desired to be given by the holder of a Leasehold Mortgage and, if any default is not cured by Tenant within the period of time permitted under the Leasehold Mortgage;

(iii) The Lending Institution shall give thirty (30) days written

notice to Landlord prior to the commencement of any foreclosure proceedings against either the Tenant or the Premises;

(iv) A requirement that all of the terms and conditions in this

Lease relating to the payment of money only on the part of Tenant to be observed and performed if and when the holder of a Leasehold Mortgage shall enter into possession of Tenant's leasehold estate, or otherwise commences an action or proceeding to foreclose or to otherwise enforce its security having the effect of depriving the Tenant of the ability to fully perform its covenants and obligations under this Lease;

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(v) A requirement that effective upon the exercise of any

power of sale or any sale pursuant to foreclosure or any other legal proceedings, the purchaser of Tenant's leasehold estate under this Lease shall covenant with the Landlord to observe and perform all the terms and conditions of this Lease on the part of the Tenant to be observed and performed to the extent that such terms and conditions create obligations and liabilities accruing on and after such date; and

(d) The terms "mortgage" and "Leasehold Mortgage" shall include

both permanent mortgage financing and interim building mortgage financing and all advances under them.

Section 21.03. Indemnity. Tenant shall make all payments of principal and

interest under any Leasehold Mortgage and shall pay all of the costs and expenses incurred in connection with them, all of which shall be paid by Tenant directly to the lending institution as and when they shall be due and payable and shall comply with all other terms and conditions of any Leasehold Mortgage. Tenant shall indemnify, defend and hold harmless Landlord from any and all liabilities, loss, costs, obligations, expenses, claims, demands, suits, causes of action, or damages of any kind or character and by whomsoever claimed, arising from or in any manner connected with or related to any Leasehold Mortgage, and Tenant shall pay to Landlord any and all reasonable attorneys' fees incurred by Landlord in connection with the protection of Landlord's right, title and interest in and to the Premises to the extent that they may be affected by claims arising out of or related to any Leasehold Mortgage. If Landlord shall perform any of the obligations of Tenant to the lending institution under any Leasehold Mortgage, any sums expended by Landlord shall be repaid to Landlord as additional rent by Tenant upon demand, together with interest at the default rate set forth in Section 12.02 of this Lease.

ARTICLE 22

DAMAGE OR DESTRUCTION

Section 22.01.

(a) If the Improvements or any part of them shall be damaged or destroyed by fire or otherwise, Tenant shall promptly notify Landlord, and, at its sole cost and expense, and assuming only that Tenant has in force the insurance coverage required by Section 18.01 of this Lease, to the extent of the insurance proceeds available to Tenant for such purpose, restore, repair, replace, or rebuild the Improvements (individually and collectively "restore" or "the restoration"). The restoration shall be at least equal in quality and class to the original Work, shall be of a design approved in writing by Landlord, shall be performed pursuant to plans and specifications approved by Landlord which approval the Landlord will not unreasonably deny, delay, withhold or condition and in accordance with all provisions applicable to the Work and all other provisions of this Lease. The restoration shall be commenced within ninety (90) days from the date of the damage or destruction, provided, however, that Landlord may grant such extensions of time for the adjustment of insurance and the preparation of the plans and

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specifications as reasonably may be required. The architect or engineer in charge of the restoration shall be selected by Tenant and approved in writing by Landlord. Tenant shall diligently complete the restoration.

(b) During any period that there is a Leasehold Mortgage, the

insurance proceeds paid because of damage to or destruction of the Improvements, shall be paid to the holder of such Leasehold Mortgage and shall be made available to the Tenant in the manner provided for in such Leasehold Mortgage for the purpose of restoring, replacing, repairing or rebuilding the Improvements.

(c) No destruction or damage to the Improvements or any part of them shall permit Tenant to surrender this Lease or shall relieve Tenant from its obligation to pay Rent or from any of its other obligations under this Lease. Tenant waives any rights now or in the future conferred upon it by statute or otherwise to quit or surrender this Lease or to any rebate, refund, suspension, diminution, abatement or reduction of rent on account of any destruction or damage to the Improvements or the Premises.

(d) Notwithstanding the foregoing, during the last five (5) years of the

term of this Lease, if one (1) or more of the buildings forming the part of the Improvements is damaged or destroyed, Tenant shall not be obligated to repair and restore damage to a destroyed or damaged building provided that the Tenant shall be responsible for removing the damaged or destroyed building and for restoring the land involved to grade; provided that if the date of the damage or destruction is subsequent to the forty-fourth (44th) anniversary of the Commencement Date, Landlord shall be entitled to twenty percent (20%) of the insurance proceeds paid on account of such damage or destruction for each full period of twelve (12) consecutive months elapsed after the forty-fourth (44th) anniversary of the Commencement Date, remaining after the payment of the then unpaid balance of any permitted Leasehold Mortgage.

ARTICLE 23

LATE CHARGES

If Tenant shall fail to pay any rent when due and payable, Tenant shall pay to

Landlord, as additional rent, an amount calculated at a rate per year equal to the default interest rate (as defined in Section 11.02 of this Lease) on the delinquent rent until paid in full. Nothing in this section shall limit Landlord's right and remedies under any other provision of this Lease.

ARTICLE 24

TITLE PROVISIONS

Section 24.01. Quiet Enjoyment. Tenant, upon payment of the rent and the performance and observance of all covenants, warranties, agreements and conditions of this

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Lease on its part to be kept, shall quietly have and enjoy the Premises during the term of this Lease, without hindrance or molestation by anyone claiming by, through or under Landlord.

Section 24.02. Landlord's Title. Landlord represents and warrants to Tenant that

it has fee simple title to the Premises and the power and authority to execute and deliver this Lease and to carry out and perform all covenants to be performed by it.

Section 24.03. Landlord's Title Documents. Upon execution of this Lease,

Landlord shall deliver to Tenant such abstracts, maps, and title documents as it may have within 90 days.

Section 24.04. Title Insurance Report: Title Objections. Tenant has obtained, at

its sole cost and expense, a report of title from a title insurance company licensed to do business in the State of ______________ with respect to the Landlord’s Parcel. If it has not already done so, promptly after the Commencement Date, Landlord shall deliver to Tenant at Landlord’s expense a survey of the Premises which shall locate all easements, restrictions and other matters of record affecting the Premises and shall locate any such easements, restrictions and other matters of record and identify them by book and page reference. Within thirty (30) days after the delivery of such survey, Tenant shall obtain at Tenant’s sole cost and expense the report of title from a title insurance company licensed to do business in the State of _________________ with respect to the Premises which report must then show the Premises are free and clear of all liens, encumbrances and tenancies of any kind, nature in description except for (a) liens for current taxes not in default, (b) minor survey exceptions, (c) utility easements which will not interfere with the development, construction or operation of the Improvements as contemplated by this Lease or the use and enjoyment of the Easement Areas (the "Permitted Encumbrances"). If Tenant does not notify Landlord within that thirty (30) day period, of objections to the title to the Premises, and to title Tenant may have shall be deemed waived. If the report of title shows liens and encumbrances other than Permitted Encumbrances, Tenant shall notify Landlord and shall allow Landlord forty- five (45) days after the receipt of the notice to satisfy and discharge of record the liens and encumbrances. If, within the forty-five (45) day period, Landlord shall not satisfy and discharge of record the liens and encumbrances, Tenant may, at its option, cancel this Lease by giving Landlord written notice within ten (10) days after the expiration of the forty-five (45) day period and the Lease shall terminate on the giving of notice. Upon termination, neither party shall have any further rights or liabilities under this Lease.

ARTICLE 25

DEFAULT

Section 25.01. Events of Default. Any one or more of the following events shall constitute an event of default (an "Event of Default" or “Default”):

(a) Tenant's failure (i) to pay any Rent when due and payable, and the

continuation of the failure to pay rent for fifteen (15) days after written notice from Landlord to Tenant.

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(b) Tenant's failure to observe and perform any of the terms,

covenants, conditions, limitations or agreements under this Lease on Tenant's part to be observed or performed (including the obligation to pay Additional Rent) and the continuation of the failure for a period of thirty (30) days after notice from Landlord to Tenant specifying the nature of the failure; provided that if the default involved is curable but not within thirty (30) days, then so long as Tenant shall commence the cure involved within such thirty (30) day period after notice and thereafter diligently pursue completing the cure, the time within which such cure must be completed shall be extended for the period necessary to complete the cure.

(c) If Tenant shall file a voluntary petition in bankruptcy or shall be

adjudicated a bankrupt, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future federal, state or other bankruptcy or insolvency statute or law (collectively in this Article “insolvency laws”), or shall seek, consent to or acquiesce in the appointment of any bankruptcy or insolvency trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises or Improvements.

(d) The commencement of any action, case or proceeding

(“proceeding”) against Tenant seeking (i) any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any insolvency laws, or (ii) the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver or liquidator of Tenant or of all or substantially all of its properties or of the Premises or Improvements, and the proceedings shall continue undismissed for a period of one hundred twenty (120) days.

(e) If Tenant shall abandon or vacate the Premises or Improvements.

Section 25.02. Remedies on Default. Subject to the provisions of Section 25.03 below:

(a) Upon any one or more events of default, Landlord may, at its option, at any time thereafter, give written notice to Tenant specifying the event or events of default and stating that this Lease and the Term demised shall expire and terminate on the date specified in the notice, which shall be at least thirty (30) days after the giving of the notice. Upon the date specified in the notice, this Lease and the Term demised and all rights of Tenant under this Lease shall expire and terminate. The expiration or termination of this Lease by Landlord shall not relieve Tenant of its liability and obligations under this Lease, which shall survive.

(b) Subject always to the rights of occupants under Permitted Leases,

upon termination of this Lease pursuant to this Section, Tenant shall quit and peacefully surrender the Premises and the Improvements to Landlord. Landlord, upon, or at any time after, the expiration or termination of this Lease, without additional notice and without prejudice to any other rights and remedies it shall have at law or in equity, may re-enter the Premises and Improvements, and remove from them Tenant, its agents, employees, servants, licensees, and

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subtenants and other persons, firms or corporations and all or any of its or their property, either by summary dispossess proceedings or by any suitable action or proceeding at law or in equity, or by force or otherwise, without being liable to indictment, prosecution or damages for such action, and may repossess and have, hold and enjoy the Premises and the Improvements.

Section 25.03.

(a) The Tenant shall give notice to Landlord of the name and address

of each holder of a Leasehold Mortgage (each, a “Leasehold Mortgagee”). When giving notice to Tenant with respect to any Default under the provisions of this Lease or of intended termination of this Lease, Landlord will also serve a copy of such notice upon the Leasehold Mortgagee.

(b) No notice of a Default from Landlord to Tenant shall be deemed to

have been duly given to Tenant unless and until a copy thereof has been mailed to such Leasehold Mortgagee at the address provided. Such Leasehold Mortgagee, in case Tenant shall be in Default under this Lease, shall, within the period and otherwise as herein provided, have the right to remedy such Default, or cause the same to be remedied, and Landlord shall accept such performance by or at the instance of such Leasehold Mortgagee as if the same had been made by Tenant. After the expiration of the applicable Default cure period, Landlord shall give a second notice to each Leasehold Mortgagee of Landlord’s intent to terminate this Lease and Landlord shall not take any action to terminate this Lease because of any Default on the part of Tenant if such Leasehold Mortgagee (i) within sixty (60) days after the Leasehold Mortgagee’s receipt of such notice to such Leasehold Mortgagee of Landlord’s intention to terminate the Lease for such Default, cures such Default if the same can be cured by the payment of Ground Rent or Additional Rent or otherwise by the payment of money only, or (ii) shall reasonably diligently take action to obtain possession of the Premises (including possession by receiver) in the case of a Default which cannot be cured unless and until such Leasehold Mortgagee has obtained possession and shall, during such time, pay all Ground Rent and Additional Rent and, or (iii) shall institute and carry forward with reasonable diligence foreclosure or sale proceedings pursuant to the Leasehold Mortgage involved and shall during the pendency of such action pay Ground Rent and Additional Rent as herein provided; provided that the Leasehold Mortgagee shall not be obligated to attempt to cure those Defaults which cannot be cured by a third party, or to attempt to cure other Defaults such as bankruptcy of the Tenant which cannot be cured, which Defaults shall be suspended so long as the Leasehold Mortgagee pays Ground Rent and Additional Rent and cures all other curable Defaults as permitted by this Section; provided, further, however, such Leasehold Mortgagee shall not be required to continue such action for possession or such foreclosure or sale proceedings if such Default shall be cured. Upon completion of any such foreclosure or sale proceedings under the Leasehold Mortgage involved, the purchaser (whether such Leasehold Mortgagee or otherwise) at such sale will be recognized by Landlord as Tenant under the terms of this Lease for all purposes and shall be bound hereby for the remaining Term hereof. A Leasehold Mortgagee who acquires title to Tenant’s interest in this Lease by acceptance of a deed in lieu of foreclosure shall be deemed a “purchaser” for these purposes.

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Section 25.04. In the event of any breach or threatened breach by Tenant of any of the agreements, terms, covenants or conditions contained in this Lease, Landlord may enjoin the breach or threatened breach and may invoke any right and remedy allowed at law, in equity, by statute, or otherwise as though re-entry, summary proceedings, and the other remedies were not available under this Lease.

Section 25.05. Each right and remedy under this Lease shall be cumulative and

shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise by Landlord of any one or more of those rights or remedies shall not preclude the simultaneous or later exercise by Landlord of any or all other rights or remedies Landlord may have.

Section 25.06. Landlord may, at its option, from time to time, commence actions

to recover any rent, or other damages, and nothing in this Lease shall be deemed to require Landlord to await the date this Lease would have expired had there been no default by Tenant or no termination by Landlord.

Section 25.07. The provisions of this Article shall survive the expiration or

earlier termination of this Lease.

ARTICLE 26

WAIVERS

Section 26.01. Waivers. No failure by Landlord to insist upon the strict performance of any agreement, term, covenant or condition of this Lease or to exercise any right or remedy upon a breach of any of them, and no acceptance of full or partial rent during the continuance of any breach, shall constitute a waiver of the breach or of the agreement, term, covenant or condition. No agreement, term, covenant or condition to be performed or complied with by Tenant, and no breach of any of them, shall be waived, altered or modified except by a written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, and each and every agreement, term, covenant and condition of this Lease shall continue in full force and effect with respect to any other existing or subsequent breach.

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ARTICLE 27

APPROVALS AND REPRESENTATIONS

Section 27.01. Approvals. Tenant, at its sole expense, shall take all actions that it reasonably deems necessary to obtain, and shall make and reasonably diligently prosecute applications ("the applications") for all approvals, from all governmental or administrative agencies or regulatory bodies having jurisdiction, for the construction and operation of the Improvements upon the Premises, including, without limitation, all site plan approvals, zoning variances, easement and franchise agreements, building permits, certificates of occupancy, and all applications for licenses, permits and permission to construct and maintain all on-site and off-site Improvements, curbcuts, and utility lines and services. Landlord shall cooperate with Tenant in the applications and appeals, if any, without expense to Landlord, provided the approvals sought are consistent with the provisions of this Lease.

Section 27.02. No representation, statement, or warranty, express or implied, has

been made by Landlord as to the condition of the Premises, or their permitted use under applicable zoning, building, land use and similar laws, ordinances and regulations ("use regulations"). Tenant assumes all responsibility for compliance with the use regulations, and Landlord shall have no liability or responsibility for any defect in the Premises or for any limitations upon the use of the Premises.

ARTICLE 28

FORCE MAJEURE

Section 28.01. If Landlord or Tenant shall be delayed, hindered in or prevented from the performance of any act required under this Lease by reason of strikes, lockouts, acts of God, civil commotion, labor troubles impossibility of procuring materials, governmental orders which prevent, hinder or delay the construction, development, repair, rebuilding or maintenance of the Premises or of the Improvements, riots, insurrection, war or other delays not within the reasonable control of such party ("force majeure"), performance of that act shall be excused for the period of the delay and the period for the performance of the act shall be extended for a period equivalent to the excusable period of the delay, provided the party delayed shall give the other party written notice and full particulars of the force majeure within a reasonable time after the event occurs. The provisions of this Article shall not excuse Tenant from the prompt payment of Rent as required under this Lease.

ARTICLE 29

NOTICE

Section 29.01. No notice, request, demand, consent, approval, objection, document or other communication authorized or required by this Lease shall be effective unless

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it is in writing, and either personally delivered, delivered via a nationally recognized overnight carrier such as Federal Express or United Parcel Service which issues a delivery receipt, or sent postage and registry fees prepaid by United States registered or certified mail, return receipt requested, to the other party at the following address:

If to Landlord: With a copy (which shall not constitute notice) to:

If to Tenant:

_________________________ 530 Oak Court Drive, Suite 300 Memphis, Tennessee 38117 Attention: Chief Financial Officer

With a copy (which shall not constitute notice) to:

Martin, Tate, Morrow & Marston, P.C. 6410 Poplar Avenue, Suite 1000 Memphis, Tennessee 38117 Attention: Lee Welch, Esq.

or to such other address as either party may designate by notice given from time to time in accordance with this Section. Notices shall be effective upon personal delivery, or five (5) days after deposit with the United States Post Office in the case of mailing, or on the business day following delivery of the notice involved to a nationally recognized overnight carrier for next day delivery to the addressee, except in the case of a notice to change an address, which shall be effective only upon receipt by the other party.

ARTICLE 30

CERTIFICATES

Either party shall, without charge, by written instrument duly executed and acknowledged, certify to any Leasehold Mortgagee or purchaser, or proposed Leasehold

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Mortgagee or purchaser, or to any other person, firm or corporation specified in the request, the following matters:

(a) that this Lease has not been amended, or if it has, the substance of the

amendment; (b) whether the Lease is in full force and effect; (c) the existence of any default, set-off, counterclaim or defense on the part of

the other party; (d) the commencement and Ending Dates of this Lease; (e) the dates to which Rent has been paid; and (f) any other matters that may reasonably be requested.

The certificate may be relied upon by the party requesting it and any other person,

firm or corporation to whom by the terms of the certificate it may be exhibited or delivered, and the contents of the certificate shall be binding on the party which executed it.

ARTICLE 31

GOVERNING LAW

This Lease and the performance of it shall be governed, interpreted, construed and regulated by the laws of the State of _____________.

ARTICLE 32

PARTIAL INVALIDITY

If any term, covenant, condition or provision of this Lease, or the application of it to any person or circumstance, shall be invalid or unenforceable, the remainder of this Lease, or the application of that term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected and every other term, covenant, condition and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

ARTICLE 33

MEMORANDUM OF LEASE

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The parties will, at the request of either one, promptly execute duplicate originals of an instrument, in recordable form, which will constitute a short form of Lease, setting forth a description of the Premises, the terms of this Lease and any other portions of the Lease, except the rental provisions, as either party may request. Tenant will pay all costs of recordation of any memorandum of lease.

ARTICLE 34

INTERPRETATION

Wherever the singular number is used in this Lease the same shall include the plural, and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. This Lease may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument.

ARTICLE 35

BINDING EFFECT

Except as expressly provided otherwise in this Lease, the covenants, conditions and agreements contained in this Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, successors, administrators and assigns.

ARTICLE 36

NO ORAL MODIFICATION - ENTIRE AGREEMENT

All prior understandings and agreements between the parties are merged within this agreement, which alone fully and completely sets forth the understanding of the parties. Tenant is not relying on any representation or agreement other than those set forth in this Lease. This Lease may not be changed or terminated orally or in any manner other than by a written agreement signed by the party against whom enforcement is sought, provided that no amendment or change to this Lease, nor any waiver by the Tenant of any right or remedy under this Lease shall be effective at any time that there exists a Leasehold Mortgage unless each Leasehold Mortgagee consents in a writing executed and delivered and intended for such purpose, to the amendment, change, waiver or release involved.

ARTICLE 37

HEADINGS AND TABLE OF CONTENTS

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Section 37.01. The headings of the Articles and Sections of this Lease are for convenience and reference only and do not define, limit or describe the intent of this Lease or in any way affect this Lease or the interpretation of it.

Section 37.02. The table of contents preceding this Lease is for the purpose of

convenience and reference only and is not to be deemed, construed or interpreted in any way to be part of this Lease.

ARTICLE 38

WAIVER OF JURY TRIAL/DAMAGES

The parties waive a trial by jury of any and all issues in any action or proceeding between them or their successors or assigns connected with or arising out of this Lease or any of its provisions, or Tenant's use and occupation of the Premises or the Improvements. Each party waives to the fullest extent permitted by applicable law any right to seek or recover consequential damages from the other party with respect to any matter, act or omission which in any way relates to this Lease, the Premises, the Easement Areas or the Improvements.

ARTICLE 39

NO BROKER

The parties warrant and represent to each other that no real estate broker or agent was instrumental or in any way responsible in bringing about this Lease. Each party agrees to indemnify and hold the other party harmless against any claim, suit, liability, loss or expense, including attorneys' fees, arising out of the breach of this warranty and representation.

(Signatures on following page)

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IN WITNESS WHEREOF, the Tenant has executed this Lease (if a corporation, has caused this Lease to be executed by its duly authorized officer), and the Landlord has caused this Lease to be executed by its duly authorized representative.

_________________ UNIVERSITY, Landlord By: ______________________________________ Name: ___________________ Title: _______________________ ___________________________________, Tenant By: ______________________________________ Name: Title: ____________________________ By: Name: _______________________ Title:

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STATE OF_____________ ) COUNTY OF____________ ) ss.: On the ___ day of _________ in the year 20__ before me, the undersigned, a notary public in and for said state, personally appeared________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. Notary Public STATE OF ) COUNTY OF ) ss.: On the ___ day of _________________ in the year 20__ before me, the undersigned, a notary public in and for said state, personally appeared _______________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his, and that by his signature on the instrument, the individual or the person upon behalf of which the individual acted, executed the instrument. Notary Public

A-1

EXHIBIT A

Descrip

-1

BIT B

Operating Requirements and Operating Standards

TABLE OF CONTENTS

PART I

Operating Requirements

Title Page

TO BE DETERMINED IN CO-OPERATION WITH UNIVERSITY

PART II

Operating Standards

Title Page

TO BE DETERMINED IN CO-OPERATION WITH UNIVERSITY

-2

-1

EXHIBIT C

List Identifying Plans

[To be Provided]

E-2

EXHIBIT D

Design and Construction Standards

EXHIBIT E

Permitted Encumbrances

[To be Provided]