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This Development Agreement (“Agreement”) has been made and entered into as of the 16th day of April, 2009 (the “Effective Date”) between THE COUNTY OF CUYAHOGA, OHIO (the “County”), a political subdivision duly organized and validly existing under the Constitution and laws of the State of Ohio, MERCHANDISE MART PROPERTIES, INC. (“MMPI”), a Delaware corporation, MMPI Cleveland Development LLC, a Delaware limited liability company (the “Developer”), and Cleveland MMCC LLC, a Delaware limited liability company (the “Operator”). W I T N E S S E T H WHEREAS, the County and MMPI entered into that certain Memorandum of Understanding dated March 20, 2008 and amended by First Amendment dated as of March 17, 2009, pursuant to which the County and MMPI agreed to cooperate in planning, designing, financing, constructing and operating an integrated facility for (i) a permanent exhibition hall for medical devices and equipment (the “Medical Mart”), (ii) temporary exhibition, tradeshow and conference facilities, and back-of-house functions and the site therefor (the “Convention Facilities”) and (iii) related parking, if any (“Parking Facilities”) (collectively, the facilities described in items (i), (ii) and (iii) above are hereinafter referred as the “Facility”). The construction and development of the Facility, the securing of medical device and equipment manufacturers as tenants for the Medical Mart, the securing of trade shows, conferences and conventions for the Convention Facilities, and the operation of the Facility are collectively referred to herein as the “Project”; WHEREAS, the County has determined that the Developer and the Operator have the ability to perform or cause the performance of this Agreement, and that the construction of the Facility and the successful completion of the Project are in the vital and best interests of the County and the health, safety, morals and welfare of its residents; WHEREAS, the County, MMPI, the Developer and the Operator are entering into this Agreement to evidence their agreements regarding the construction of the Facility and the undertaking of the Project; and WHEREAS, capitalized terms used herein without definition shall have the meaning given to such terms in Schedule I attached hereto. NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, the parties hereto agree as follows:

Section 1.1 Selection of Project Site. (a) Promptly following the Effective Date, the County shall select the parcel or parcels comprising the site (the “Site”) where the Facility will be located, such selection to be made at the County’s discretion (but subject to the Developer’s rights under Section 1.2(b) hereof). The County shall provide written notice (the “Site Selection Notice”) to the Developer of the site selection (and the Site Selection Notice shall include a legal description for the Site) promptly after selection thereof (the date on which such notice is given, the “Site Selection Date”). (b) The Developer or the County shall contact the record owners of the Site (each a “Seller”) and negotiate with each respective Seller either a purchase and sale agreement, a land lease or an option to purchase or land lease the Site (as circumstances dictate) on the terms and conditions most favorable for the Project that are reasonably available in the market at such time (any such agreement, a “Purchase and Sale Agreement”), but each Purchase and Sale Agreement shall be subject to the approval of the Developer and the County as set forth in Section 1.1(d) hereof and the Developer shall not hold itself out as capable of binding the County. Notwithstanding anything to the contrary in the foregoing, the Purchase and Sale Agreement shall permit the purchaser of the Site to terminate the Purchase and Sale Agreement during the Inspection Period at such purchaser’s sole and absolute discretion (nothing in the proceeding provision shall be deemed to give any party termination rights not otherwise provided for in this Agreement). (c) The County will designate from time to time in writing a representative (the “County Representative”) to monitor the negotiation of the Purchase and Sale Agreement, and the Developer shall permit the County Representative to be directly involved in, and otherwise keep such representative fully apprised of the status of, negotiations and the development of the Purchase and Sale Agreement. Notwithstanding anything to the contrary contained herein, the Developer shall not make any offer relating to the acquisition of the Site without the prior approval of the County Representative. The County Representative shall also have such authority and responsibility with regard to Plans and change orders as set forth herein (including, without limitation, Section 2.8 and Section 6.4). The Developer shall be entitled to rely upon the communications, directions, consents and approvals of the County Representative with respect to the negotiation and approval of the Purchase and Sale Agreement, the preparation and approval of Plans, and the review and approval of change orders as the authorized act of the County. CLEVELAND/1048597.12 (d) The Developer shall deliver written notice (the “Purchase Agreement Notice”) to the County promptly after the Developer has determined that a Purchase and Sale Agreement has been satisfactorily negotiated with the Seller and is in such form as the Developer proposes to be accepted, such notice to provide the final form of such Purchase and Sale Agreement. The Purchase and Sale Agreements shall be subject to the approval of the County, such approval to be granted at the sole and absolute discretion of the County. In the event that the County rejects a proposed Purchase and Sale Agreement or does not approve the proposed Purchase and Sale Agreement within thirty (30) days of receiving it, then the Developer and the County shall cooperate in good faith for a period of sixty (60) days after delivery of a Purchase Agreement Notice to make such revisions, and negotiate with the Seller with regard to the same, so that both the Developer and the County shall be willing to approve a Purchase and Sale Agreement. In the event that the Developer and the County are unable to approve a Purchase and Sale Agreement reasonably acceptable to both the Developer and the County within such sixty (60) day period, then both the Developer and the County shall have the right to terminate this Agreement. If and to the extent that any aspect or component of a Purchase and Sale Agreement approved by the County pursuant to this Section 1.1(d) conflicts with or otherwise materially modifies any aspect of this Agreement as then in effect, the parties agree that this Agreement will be deemed to be amended to incorporate such aspect or component for purposes of further application of this Agreement. (e) Promptly after approval of each Purchase and Sale Agreement by the County, the County shall enter into the approved Purchase and Sale Agreement and comply with the terms thereof. The Developer shall deliver to the County a fully-executed copy of the Purchase and Sale Agreement promptly after Developer’s receipt of the Seller’s executed counterpart of such Purchase and Sale Agreement. The County shall not enter into any amendment to any Purchase and Sale Agreement without the Developer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. (f) The County shall provide the funds for any earnest money required under the Purchase and Sale Agreement at the time such earnest money is required to be paid. The County shall reimburse the Developer, within sixty (60) days of invoice by the Developer to the County, for Developer’s reasonable out-of-pocket costs incurred in negotiating the Purchase and Sale Agreement and other costs incurred by the Developer in providing the services set forth in this Section 1.1; provided, however, that the County may pay or be reimbursed for all such costs from the Available Funds. CLEVELAND/1048597.12 Section 1.2 Site Due Diligence. (a) Promptly following the receipt of the Site Selection Notice, and in any event within the due diligence or inspection period provided for in each Purchase and Sale Agreement (the “Inspection Period”), the County and the Developer shall cooperate to physically inspect the Site and conduct due diligence related thereto (the “Inspection”), which Inspection shall include, without limitation, review of title information, surveys, environmental assessment reports and other information concerning the condition of the Site, taking soil and ground water samples, conducting hazardous materials inspections, tests and assessments, reviewing the books and records of Seller concerning the Site and otherwise conducting an Inspection generally in accordance with market practices. As part of the Inspection, the Developer shall order, and provide to the County, the following (unless the Purchase and Sale Agreement specifies otherwise): (i) a Phase I environmental survey and asbestos survey provided by an environmental consultant reasonably satisfactory to the County (the “Phase I Survey”), and (ii) a current “as built” survey of the Site prepared by a licensed surveyor in accordance with the 2005 Minimum Standard Detail Requirements promulgated by the American Congress on Surveying and Mapping (the “Survey”). The County shall order and shall provide to the Developer a commitment for title insurance for the Site issued by Chicago Title Insurance Company (the “Title Commitment”). The County shall pay, and may reimburse itself or the Developer from the Available Funds, for all costs reasonably incurred by it or the Developer in connection with the Phase I Survey, the Title Commitment, any Title Policy issued in connection with the acquisition of the Site and the Survey, and any costs incurred in connection with the Inspection. (b) Prior to the expiration of the Inspection Period, both the Developer and the County may provide a written notice to the other party (a “Disagreement Notice”) that the notice-providing party has determined that the Project is not physically or economically feasible at the Site, such Disagreement Notice to include a reasonably detailed description of the objections (the “Diligence Objections”). (c) Upon the delivery of a Disagreement Notice, the Developer and the County shall cooperate in good faith for a period not to exceed the expiration of the Inspection Period after delivery of the Disagreement Notice to address the Diligence Objections so that the party providing notice shall be willing to move forward with the Project. In the event that CLEVELAND/1048597.12 the Developer and the County are unable to resolve Diligence Objections in a manner reasonably acceptable to the party giving notice within such period, then this Agreement shall terminate and the rights and obligations of the parties hereunder shall immediately cease and be of no further force or effect. Section 1.3 Acquisition of Site. (a) The County shall acquire the Site on the day (and the date of the last acquisition of a parcel constituting part of the Site pursuant to an approved Purchase Agreement shall hereinafter be referred to as the “Acquisition Date”) and in the manner specified in the Purchase and Sale Agreement. (b) To the extent that the Site is acquired prior to issuance of the Bonds pursuant to Section 7.1(c) hereof, the County shall provide from Available Funds at the closing all funds required to close the acquisition of the Site.

Section 2.1 Minimum Facility Requirements. The County and the Developer hereby agree that the Facility shall be developed so that it has, at a minimum, attributes and components as will cause the Facility to satisfy the County Requirements. When the term “should” is used in the County Requirements, such term shall be interpreted to indicate that the applicable standard or requirement is the minimally acceptable standard or requirement. In the event that there is any ambiguity in the County Requirements, then the reasonable interpretation of the County shall control so long as such determination is made in good faith; provided that if the Developer provides a written notice to the County that the County’s interpretation is not reasonable, then such dispute shall be subject to the Arbitration Dispute Resolution Process set forth in Article XI hereof. CLEVELAND/1048597.12 Section 2.2 Costs. Promptly after the Site Selection Date and prior to preparation of the Feasibility Plans, the Developer shall submit a budget to the County for the preparation of the Plans (the “Design Budget”) and an estimated budget of construction costs. The architect (regardless of whether the architect is selected by the Developer directly or indirectly by an intermediary in a design-build arrangement) that will prepare the Plans shall be subject to the prior written approval of the County, such approval not to be unreasonably withheld, conditioned or delayed. The Design Budget and the estimated budget of construction costs shall be subject to the prior written approval of the County, such approval not to be unreasonably withheld, conditioned or delayed. Section 2.3 Feasibility Plans. (a) Promptly, but not more than sixty (60) days, after the later of (i) the County’s delivery of the Site Selection Notice or (ii) the County’s approval of the Design Budget, the Developer agrees to prepare, or cause to be prepared, conceptual elevations, schematic layouts and such additional plans and information as are reasonably required for the determination of the feasibility, and further design and development of the Facility (collectively, the “Feasibility Plans”). (b) The Feasibility Plans shall incorporate the County Requirements. (c) Within forty-five (45) days following the submission of the Feasibility Plans by the Developer to the County, the County shall notify the Developer in writing of the County’s approval or disapproval of the Feasibility Plans; provided that: (i) the County’s review and approval, which shall not be unreasonably delayed, conditioned or withheld, shall be limited to the County’s determination of whether the Feasibility Plans are consistent and comply with the County Requirements; (ii) if the County disapproves of the Feasibility Plans on the basis that the Feasibility Plans are inconsistent with the County Requirements, the County shall specify in writing the reasons for the disapproval and the Developer shall make such reasonable modifications as may be necessary to conform the Feasibility Plans to the County Requirements; and (iii) upon any resubmission of the Feasibility Plans, the procedure for approval by the County set forth in this Section 2.3(c) shall again apply. (d) If and to the extent that any aspect or component of the Feasibility Plans approved by the County pursuant to clause (c) above conflict with or CLEVELAND/1048597.12 otherwise materially modify the County Requirements as then in effect, the County Requirements shall be deemed to be amended to incorporate such aspect or component for purposes of further application of the County Requirements for the purposes of this Agreement. Section 2.4 Conceptual Design Plans. (a) On the date immediately following the later to occur of (the “Conceptual Plan Start Date”): (i) the County’s approval of the Feasibility Plans, or (ii) the expiration of the Inspection Period, the Developer shall prepare, or cause to be prepared, conceptual design plans, carrying forward the Feasibility Plans into more detailed plans and specifications, and shall indicate the general layout, location of general and specific areas, and such additional plans and information as are reasonably required for the design development phase of the Facility (collectively, the “Conceptual Design Plans”). In addition, the Conceptual Design Plans shall, if requested by the County, include three (3) distinct exterior design theme options (each being a “Design Option”). The Conceptual Design Plans shall be delivered to the County no later than sixty (60) days after the Conceptual Plan Start Date. (b) The Conceptual Design Plans shall incorporate the County Requirements. (c) Within forty-five (45) days following the submission of the Conceptual Design Plans by the Developer to the County, the County shall notify the Developer in writing of the County’s approval or disapproval of the Conceptual Design Plans and its election of one of the Design Options; provided, that: (i) the County’s review and approval, which shall not be unreasonably delayed, conditioned or withheld, shall be limited to the County’s determination of whether the Conceptual Design Plans are consistent and comply with the Feasibility Plans and the County Requirements; (ii) if the County disapproves of the Conceptual Design Plans on the basis that the Conceptual Design Plans are inconsistent with the Feasibility Plans or the County Requirements, the County shall specify the reasons for the disapproval and the Developer shall make such reasonable modifications as may be necessary to conform the Conceptual Design Plans to the Feasibility Plans and County Requirements; and CLEVELAND/1048597.12 (iii) upon any resubmission of the Conceptual Design Plans, the procedure for approval by the County set forth in this Section 2.4(c) shall again apply. (d) If and to the extent that any aspect or component of the Conceptual Design Plans approved by the County pursuant to clause (c) above conflict with or otherwise materially modify the County Requirements as then in effect, the County Requirements shall be deemed to be amended to incorporate such aspect or component for purposes of further application of the County Requirements for the purposes of this Agreement. Section 2.5 Design Development Plans. (a) Promptly following the County’s approval of the Conceptual Design Plans and election of a Design Option, the Developer shall prepare, or cause to be prepared, and submit to the County design development plans, carrying forward the Conceptual Design Plans and County elected Design Option so that all plan details are fully realized such that Final Plans can be prepared for the construction of the Facility (collectively, the “Design Development Plans”). The Design Development Plans shall be delivered to the County within one hundred twenty (120) days of the County’s approval of the Conceptual Design Plans. (b) Within forty-five (45) days following the submission of the Design Development Plans by the Developer to the County, the County shall notify the Developer in writing of the County’s approval or disapproval of the Design Development Plans; provided that: (i) the County’s review and approval, which shall not be unreasonably delayed, conditioned or withheld, shall be limited to the County’s determination of whether the Design Development Plans are consistent and comply with the Conceptual Design Plans and the County Requirements; (ii) if the County disapproves of the Design Development Plans on the basis that the Design Development Plans are inconsistent with the Conceptual Design Plans or the County Requirements, the County shall specify the reasons for the disapproval and the Developer shall make such reasonable modifications as may be necessary to conform the Design Development Plans to the Conceptual Design Plans and County Requirements; and (iii) upon any resubmission of the Design Development Plans, the procedure for approval by the County set forth in this Section 2.5(b) shall again apply. (c) If and to the extent that any aspect or component of the Design Development Plans approved by the County pursuant to clause (b) above CLEVELAND/1048597.12 conflict with or otherwise materially modify the County Requirements as then in effect, the County Requirements shall be deemed to be amended to incorporate such aspect or component for purposes of further application of the County Requirements for the purposes of this Agreement. Section 2.6 Budget and Schedule. (a) Together with the Design Development Plans, the Developer shall prepare, or cause to be prepared, and submit to the County a full development budget and schedule for the development and construction of the Facility (as submitted, approved, and updated as provided herein, the “Budget and Schedule”), such Budget and Schedule to include a contingency allocation equal to one percent (1%) of the total budget for the construction costs of the Facility (the “County Contingency Fund”). (b) Within forty-five (45) days following the submission of the Budget and Schedule by the Developer to the County, the County shall notify the Developer in writing of the County’s approval or disapproval of the Budget and Schedule; provided that: (i) the County’s approval shall not be unreasonably conditioned or withheld; (ii) if the County disapproves of the Budget and Schedule, the County shall specify the reasons for the disapproval; and (iii) upon any resubmission of the Budget and Schedule, the procedure for approval by the County set forth in this Section 2.6(b) shall again apply. (c) If and to the extent that any aspect or component of the Budget and Schedule approved by the County pursuant to clause (b) above, or when updated pursuant to clause (d) below, conflicts with or otherwise materially modifies the County Requirements as then in effect, the County Requirements shall be deemed to be amended to incorporate such aspect or component for purposes of further application of the County Requirements for the purposes of this Agreement. (d) The Budget and Schedule shall, at the request of the Developer, be reviewed and confirmed, or updated and revised by agreement of the Developer and the County (with the County’s review and approval to be made in accordance with the standards described in clause (b) above), in connection with the approval of the Final Plans pursuant to Section 2.7, the execution of the Financing Agreements, and the approval of the Plan of Finance pursuant to Section 7.1(a). CLEVELAND/1048597.12 Section 2.7 Final Plans. (a) Prior to commencement of construction of the Facility and within one hundred twenty (120) days of the County’s approval of the Design Development Plans and the Budget and Schedule, the Developer shall prepare, or cause to be prepared, and submit to the County such construction drawings and specifications as are required by applicable building code and zoning requirements for the purpose of obtaining a building permit or other construction permits for the construction of the Facility (the “Final Plans”). (b) Within sixty (60) days following the submission of the Final Plans by the Developer to the County, the County shall notify the Developer in writing of the County’s approval or disapproval of the Final Plans; provided that: (i) the County’s review and approval, which shall not be unreasonably conditioned or withheld, shall be limited to the determination of whether the Final Plans are consistent and comply with the Design Development Plans and the County Requirements; (ii) if the County disapproves of the Final Plans on the basis that the Final Plans are inconsistent with the Design Development Plans or the County Requirements, the County shall specify the reasons for the disapproval and the Developer shall make such reasonable modifications as may be necessary to conform the Final Plans to the County Requirements; and (iii) upon any resubmission of the Final Plans, the procedure for approval by the County set forth in this Section 2.7(b) shall again apply. (c) If and to the extent that any aspect or component of the Final Plans approved by the County pursuant to clause (b) above conflict with or otherwise materially modify the County Requirements as then in effect, the County Requirements shall be deemed to be amended to incorporate such aspect or component for purposes of further application of the County Requirements for the purposes of this Agreement. Section 2.8 Miscellaneous Provisions Applicable to Plans. (a) The County Representative shall monitor the development and preparation of the Plans, and the Developer shall keep the County Representative fully apprised of the status of the Plans at all times. The County Representative shall receive copies of all documents prepared in connection with the development of the Plans and the County Representative will be invited to participate in all planning meetings with regard to the preparation of the Plans. CLEVELAND/1048597.12 (b) At any time during the preparation, review or resubmission of the Plans, the Developer may deliver a written notice to the County (the “Developer Termination Notice”) advising the County that in the Developer’s reasonable opinion, the development of the Facility as contemplated by the County Requirements and the Plans is not physically or economically feasible, such Developer Termination Notice to include a reasonably detailed description of the Developer’s objections (the “Developer Plan Objections”). Upon the delivery of a Developer Termination Notice, the Developer and the County shall cooperate in good faith for a period of sixty (60) days after delivery of the Developer Termination Notice to address the Developer Plan Objections so that the Developer shall be willing to move forward with the Project. In the event that the Developer and the County are unable to resolve Developer Plan Objections in a manner reasonably acceptable to the Developer within such sixty (60) day period, then this Agreement shall terminate and the rights and obligations of the parties hereunder shall immediately cease and be of no further force or effect. (c) At any time during the preparation, review or resubmission of the Plans, the County may deliver a written notice to the Developer (the “County Termination Notice”) advising the Developer that, in the County’s reasonable opinion, the development of the Facility as contemplated by the County Requirements is not physically or economically feasible, such County Termination Notice to include a reasonably detailed description of the County’s objections (the “County Plan Objections”). Upon the delivery of a County Termination Notice, the Developer and the County shall cooperate in good faith for a period of sixty (60) days after delivery of the County Termination Notice to address the County Plan Objections so that the County shall be willing to move forward with the Project. In the event that the Developer and the County are unable to resolve County Plan Objections in a manner reasonably acceptable to the County within such sixty (60) day period, then this Agreement shall terminate and the rights and obligations of the parties hereunder shall immediately cease and be of no further force or effect. (d) The foregoing requirements for preparation, review and approval of the Final Plans are in addition to and not in lieu of any requirements by the City of Cleveland, Ohio (the “City”) for obtaining building permits. Accordingly, prior to the commencement of any construction of the Facility, the Developer will submit or cause to be submitted to the City’s Building Department the Final Plans for the purpose of obtaining necessary building permits. (e) The Developer shall include in any contract entered into in connection with the preparation of the Plans a provision making the County a thirdparty beneficiary under any such contract. In the event this Agreement (or the Financing Agreements after they are entered into) is terminated for any CLEVELAND/1048597.12 reason whatsoever, MMPI and the Developer agree and acknowledge that the Plans shall be the property of the County, and MMPI and the Developer shall provide the County with copies of the foregoing, as well as copies of all other work, analyses, compilations, studies or other documents prepared (or in the process of being prepared) by the Developer, MMPI or any of their respective Affiliates, agents or employees. Section 2.9 Adjustments for Phasing. Notwithstanding anything to the contrary contained herein, if by agreement of the parties, the Site is acquired or developed in phases, then in order to maximize speed to market, the parties agree to cooperate in all reasonable ways to adjust the various submission, review and approval dates and the planning, development and construction sequences provided herein in order to achieve an expedited phased delivery of the components of the Facility, with the completion and delivery of the entire Facility being not later than as provided herein for the Facility as an entirety.

Section 3.1 Pre-Development Agreement Expenses. The County and the Developer agree that the Developer has incurred Predevelopment Costs prior to the date hereof. Within thirty (30) days of the date hereof, the Developer shall provide the County with a report (the “Pre- Agreement Cost Report”) (including receipts or other indicia of expenses reasonably acceptable to the County) of such Predevelopment Costs (the amount of such costs, the “Pre-Agreement Costs”). In the event that the Pre-Agreement Costs are less than $1,500,000, then the Developer shall be solely responsible for such costs and the MMPI Contribution shall be credited for such amount. In the event that the Pre-Agreement Costs are equal to or in excess of $1,500,000, then (i) the Developer shall be solely responsible for $1,500,000 of such costs, (ii) the MMPI Contribution shall be credited for $1,500,000 (all of which will constitute Predevelopment Costs) and (iii) the County shall reimburse the Developer from Available Funds for any amounts in excess of $1,500,000 within sixty (60) days of receipt of the Pre-Agreement Cost Report. Section 3.2 Post Development Agreement Expenses. From and after the Effective Date, the County shall, at the option of the County, either (1) pay directly or (2) reimburse the Developer for payment, in each case, within sixty (60) days of presentation to the County of each invoice for Predevelopment Costs. Section 3.3 County Reimbursement. CLEVELAND/1048597.12 The County shall be entitled to pay or be reimbursed for all payments made pursuant to this Article III from the Available Funds.

Section 4.1 Initial Tenants and Initial Trade Shows. (a) No later than the earlier of (i) the one (1) year anniversary of the date hereof or (ii) sixty (60) days prior to the start of construction on any portion of the Facility (the “Initial Benchmark Date”), the Operator and MMPI shall use commercially reasonable efforts to obtain binding agreements from: (i) at least ten (10) manufacturers of medical devices or equipment to locate showrooms in the Medical Mart for a period of not less than three (3) years (the “Initial Tenants”) and (ii) at least five (5) organizations in the medical field to conduct trade shows or conferences in the Convention Facilities within twelve (12) months after completion of the Facility (the “Initial Trade Shows”) ((i) and (ii) collectively, the “Initial Project Benchmark Condition”). (b) The Operator shall provide written notice to the County promptly, and in no event later than ten (10) Business Days after the Initial Benchmark Date, upon securing binding agreements with the Initial Tenants and the Initial Trade Shows providing the County with reasonable details regarding the Initial Tenants and the Initial Trade Shows, including, without limitation, the following: (i) With regard to the Initial Tenants, A. the expected term of the lease, B. the number of estimated square feet expected to be leased by each Initial Tenant, and C. a description of the medical devices or equipment to be displayed by each Initial Tenant. (ii) With regard to the Initial Trade Shows, A. the proposed dates of such Initial Trade Shows, B. an estimate of the number of attendees at each of the Initial Trade Shows, CLEVELAND/1048597.12 C. the number of square feet expected to be required for such Initial Trade Shows, and D. a description of the type of products or lines of business related to the Initial Trade Shows. (c) The County shall have a forty-five (45) calendar day period (the “Review Period”) to review the information provided by the Operator regarding the Initial Tenants and the Initial Trade Shows. (i) During the Review Period, the Developer shall: A. respond to any questions and/or concerns of the County and B. use commercially reasonable efforts to make representatives of the Initial Tenants and the sponsors of the Initial Trade Shows available to meet with the County. (ii) The County shall determine in the exercise of its reasonable discretion whether the Initial Project Benchmark Condition has been satisfied. (iii) The County shall provide the Operator with written notice of its determination with ten (10) Business Days of the termination of the Review Period. (iv) In the event that the County determines that the Initial Project Benchmark Condition has not been satisfied, the County shall have the right to terminate this Agreement by providing written notice to the Developer and Operator, and the rights and obligations of the parties thereunder shall immediately cease and be of no further force or effect. Notwithstanding the foregoing, a disagreement as to whether the Initial Project Benchmark Condition has been satisfied shall be subject to the Arbitration Dispute Resolution Process, and the termination of this Agreement shall be suspended during the pendency of such process, provided the Developer delivers an Arbitration Dispute Notice within ten (10) days following receipt of the County’s written notice of termination. Section 4.2 The Developer’s Contribution. (a) In furtherance of the Developer’s obligations under Section 4.1(a) of this Agreement, the Developer agrees to pay or incur (or to cause the Operator to pay or incur) Twenty Million Dollars ($20,000,000.00) (the “MMPI Contribution”) as MMPI Development Costs. Except as otherwise provided herein, the Developer and/or Operator shall incur the full amount of the MMPI Development Costs prior to the end of the Tenant Lease-Up Period. CLEVELAND/1048597.12 (b) To the extent MMPI Development Costs are not paid or incurred by Developer (or Operator), then MMPI agrees to do so. In the event that neither the Developer (or Operator) nor MMPI has paid or incurred the full amount of the MMPI Contribution prior to end of the Tenant Lease- Up Period (the amount not spent hereinafter referred to as the “Contribution Short-Fall”), then the County shall withhold Supplemental Payments until the aggregate amount of withholding equals the Contribution Short-Fall. (c) Until the full amount of the MMPI Contribution has been incurred to the reasonable satisfaction of the County, the Developer (with Operator) shall be solely responsible for Tenant Lease-Up Costs and shall not be reimbursed from Available Funds for such costs and expenses. Notwithstanding anything to the contrary in the foregoing, MMPI, the Developer and the Operator acknowledge that the Available Funds shall not be available to be used for (i) payments made to third parties to terminate obligations to hold trade shows in other locations or (ii) incentive payments made to tenants and trade show owners and operators to locate in the Facility. After the full amount of the MMPI Contribution has been incurred to the reasonable satisfaction of the County and to the extent provided for in the Budget and Schedule, Available Funds may be used for costs incurred in building out tenant space.

Section 5.1 Negotiation. (a) On the Effective Date, the parties shall commence negotiation of the Financing Agreements and a plan of finance for the Project in good faith and in a manner intended to: (i) result in the development, construction and operation of a firstclass, state-of-the-art Facility, (ii) maximize other development incentives for the Project, (iii) maximize the economic competitiveness of the Project with comparable facilities, (iv) minimize financial burdens on the Project, and, (v) obtain the benefits or assistance of any other available federal, state, regional or local laws or programs (including historic tax credits) which shall be utilized in accordance with Sections 5.1(g) and (h) hereof. CLEVELAND/1048597.12 (b) In the event that the Developer, the Operator and the County have not finalized the Land Lease, the Lease, the Sublease and the other Financing Agreements within one year of the date hereof (provided that the commencement of the term of the Lease shall be controlled solely by Section 5.3 hereof), then this Agreement may be terminated by either the Developer or the County, and the obligations of the parties hereunder shall immediately cease and be of no further force or effect. (c) Pursuant to the Land Lease, the County shall lease the Site to the Developer for One Dollar ($1.00) per year for the duration of the Term, and the Developer shall occupy the Site solely for the purpose of developing, constructing and operating the Facility. (d) Pursuant to the Financing Agreements: (i) the Developer will lease the Facility to the County for the period commencing on the Lease Commencement Date and terminate on September 30, 2027 (the “Term”); (ii) the County and the Developer shall negotiate and agree upon a list of performance benchmarks with respect to the use of the Facility for each five (5) year period during the Term (“Benchmarks”) and appropriate remedies that may be exercised by the County to the extent that the Developer does not meet the Benchmarks for any given five (5) year period; and in connection therewith, it is acknowledged that such remedies are expected to include different levels of severity of consequence appropriate to the situation, and that such remedies may include a requirement that County Payments be applied in furtherance of the Project. It is further acknowledged that termination of the Land Lease, the Lease and Sublease will be an appropriate remedy in the event that certain specified Benchmarks (as agreed upon by the County and MMPI in the Financing Agreements) are not met by Developer or the Operator in the performance of its obligations. Any disagreement as to the satisfaction of any Benchmark or as to the remedy to be imposed on account of a failure to satisfy a Benchmark shall be subject to the Arbitration Dispute Resolution Process. (iii) the Developer and Operator shall maintain and operate the Facility, including without limitation by making all necessary capital repairs, at their sole cost and expense, as a first-class trade show and convention center facility and the Operator shall be entitled to all of the revenues (except for naming rights) from the Facility; (iv) during the term of the Lease and subject to the provisions of Section 5.2 hereof, the County will pay to the Developer, solely from Nontax Revenues and in the manner and at the times set forth CLEVELAND/1048597.12 in the Lease, monthly rental payments of Three Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three and 34/100 Dollars ($3,333,333.34) (each a “Monthly Base Rental Payment”); (v) during the term of the Lease and subject to the provisions of Section 5.2 hereof, the County will pay the Operator (and/or to MMPI, as Operator’s manager for the Facility, as may be agreed by the Operator and MMPI), solely from Nontax Revenues and in the manner and at the times set forth in the Lease, a supplemental payment (as determined pursuant hereto from time to time, the “Supplemental Payment,” and collectively with the Monthly Base Rental Payment, the “County Payments”) equal to the following: A. in the first three years of the Term, an annual amount equal to Six Million Dollars ($6,000,000), payable in monthly installments of Five Hundred Thousand Dollars ($500,000); and B. in the fourth year of the Term, Five Million One Hundred Fifty Thousand Dollars ($5,150,000), payable in monthly installments of Four Hundred Twenty-Nine Thousand One Hundred Sixty-Six Dollars and 66/100 ($429,166.66); and C. commencing in the fifth year of the Term and each year thereafter during the Term, an amount equal to one hundred and three percent (103%) (the three percent (3%) yearly escalation factor being hereinafter referred to as the “Escalation Factor”) of the previous years Supplemental Payment, payable in equal monthly installments; provided, however, that the Escalation Factor shall be subject to reduction if certain Benchmarks, to be specified in the Financing Agreements, are not met, subject to the application of the Arbitration Dispute Resolution Process; (vi) the Developer and the Operator shall be under no obligation to make any payment for real property taxes, special assessments, payments in lieu of taxes or service fees assessed against the Site or the Facility or otherwise cause such taxes, assessments or other amounts to be inapplicable or abated. The County shall be responsible for causing to be paid any such taxes, assessments, payments or service fees that may be or become payable. The Developer and the Operator shall cooperate in good faith with the County to minimize such taxes, assessments, payments and fees. CLEVELAND/1048597.12 (e) Nothing herein shall be construed as requiring the County to use or apply to the payment of County Payments any funds or revenues from any source other than Nontax Revenues; provided, however, that nothing herein shall be deemed to prohibit the County, of its own volition, from using, to the extent that it is authorized by law to do so, any other resources for the fulfillment of any of the terms, conditions or obligations of this Agreement or the Financing Agreements. (f) The Financing Agreements shall include a covenant of MMPI not to, except for Permitted Transfers, suffer or permit any transfer of Control of the Developer or the Operator, and the County shall have the right to terminate the Financing Agreements for the breach of such covenant. (g) The Financing Agreements shall provide that the Developer, in its capacity as lessee under the Land Lease and lessor under the Lease, and the Operator, in its capacity as sublessee under the Sublease: (i) shall not engage in any transaction creating any mortgage or other encumbrance or lien upon the Site or any part thereof (other than easements for utilities servicing the Site), whether by express agreement or operation of law, or suffer any encumbrance, other than Permitted Encumbrances, or lien to be made on or attach to the Site or any part thereof without the written consent of the County; (ii) shall not sell, transfer, assign or otherwise dispose of its interest in the Site without the written consent of the County, except for Permitted Encumbrances and Permitted Transfers; (iii) shall agree that the Site shall be developed solely for the Project, substantially in accordance with the Final Plans; (iv) shall make the Convention Facilities, or a substantial portion thereof, available to or at the direction of the County for Public Events without rental charge but with full reimbursement for all related and necessary costs of the Developer and the Operator for the equivalent of at least thirty (30) full business days (assuming an eight (8) hour business day) each year, which may be an aggregate of partial use days, in a manner which does not interfere with other bookings or uses of the Convention Facilities; (v) shall cooperate with the County to achieve workforce development and service vendor goals for the operation of the Facility and to develop education and workforce development programs to be hosted at the Facility and, to the extent possible, the Developer and the Operator shall use reasonable efforts to have tenants/exhibitors CLEVELAND/1048597.12 participate in such education and workforce development programs; (vi) shall receive from the County proposals for bookings of the Convention Facilities that the County has determined to be potentially advantageous for the Project and consistent with its purposes, and shall make commercially reasonable efforts to pursue and accommodate such proposals in a manner that does not interfere with other previously arranged bookings or uses of the Convention Facilities and/or that does not unduly interfere with intended uses of the Convention Facilities as part of an integrated facility with the Medical Mart; (vii) shall provide that that the covenants set forth in clauses (i), (ii), (iii) and (iv) of this Section shall be covenants running with the land, subject only to the following (the “Permitted Encumbrances”): A. zoning and building laws, ordinances and regulations; B. streets and highways; C. building setback lines, rights-of-way, covenants, restrictions, conditions, and easements of record; D. the lien of real estate taxes which are not then due and payable; E. the lien of any special assessment; F. such permanent easements or restrictions may be required for public rights of way which do not interfere in any material respects with the intended use of the Site, G. liens and encumbrances related to the Bonds, H. the Land Lease, the Lease, Sublease, and security instruments securing the Bonds, and such other title exceptions as are permitted by this Agreement or approved by the Developer in writing, and, I. matters disclosed by the Survey and Title Policy that do not adversely affect, in any material respects, the use of the Site for the Project, liens or security interests which secure Permitted Debt. J. Showroom, office, retail and other leases of space in the Facility and other agreements relating to the use of the CLEVELAND/1048597.12 Facility, entered into by Operator or MMPI as permitted by the terms of the Sublease and the other Financing Agreements. (h) The Land Lease, the Lease and the Sublease shall incorporate the Arbitration Dispute Resolution Process. (i) So long as the Lease is in effect, in no event for any reason whatsoever (including, without limitation, a failure to meet a Benchmark or a default by Developer or Operator) shall the County be entitled to reduce, by offset or reduction or otherwise, the Monthly Base Rental Payment payable by the County under the Lease for any month to an amount less than Three Million Dollars ($3,000,000.00), unless, and except to the extent, that the Monthly Loan Payment of Three Million Dollars ($3,000,000.00) payable by Developer for such month is not paid in full. (j) The parties hereto agree to cooperate in good faith to design the Facility to obtain the benefit of historic tax credits. In the event that the construction of the Facility or the renovation of any buildings in connection therewith qualifies for historic tax credits and in the event that the Project in fact benefits from such tax credits, then (i) if monetized prior to the issuance of the Bonds the monetized value (less any amounts to be paid to third parties pursuant to any agreements entered into in connection with the Project) will be used as a source of Available Funds for construction of the Project or (ii) if monetized after the issuance of the Bonds and the Developer or the Operator receives the benefit of such credits or proceeds therefrom, the County Payments shall be reduced on a dollar-for-dollar basis, as, when and to the extent that the Developer or the Operator actually receives such benefit. (k) In the event that the County and/or the Developer or the Operator is able to secure federal, state or local assistance or grants in support of the Project, then (i) if such assistance or grants are obtained prior to the issuance of the Bonds such assistance or grants will be used as a source of Available Funds for construction of the Project or (ii) if such assistance or grants are obtained after the issuance of the Bonds and the Developer or the Operator receives the benefit of such assistance or grants, the County Payments shall be reduced on a dollar-for-dollar basis, as, when and to the extent that the Developer or the Operator actually receives such benefit. (l) Pursuant to the Operating Agreement, the Operator shall agree to comply with certain standard operating covenants with regard to the operation and management of the Facility. CLEVELAND/1048597.12 Section 5.2 Restricted Periods for County Payments. (a) During the Construction Period, the County shall deposit annually Five Million Dollars ($5,000,000) of the County Payments otherwise payable to the Developer and/or the Operator, up to a total of Fifteen Million Dollars ($15,000,000), such deposit to be made in equal monthly installments (or, upon the election of the County, by an annual lump sum payment of some or all of the funds to be deposited pursuant to this Section 5.2(a)) of Four Hundred Sixteen Thousand Six Hundred Sixty-Six Dollars and 66/100 ($416,666.66), into a fund (the “Construction Cost- Reserve Fund”) to be held by the Indenture Trustee. The Construction Cost-Reserve Fund will be held as a reserve for any Excess Construction Costs and used as the first source for the payment of any Excess Construction Costs. Within sixty (60) days after the Facility Opening and provided there are no unpaid Excess Construction Costs, the Construction Cost-Reserve Fund shall be paid to the Developer (or to Developer and/or Operator as jointly directed by them). (b) During the five (5) year period (the “5-Year Restricted Period”) following the Facility Opening, the County shall deposit annually Two Million Dollars ($2,000,000) of the County Payments otherwise payable to the Developer and/or the Operator, such deposit to be made in equal monthly installments (or, upon the election of the County, by an annual lump sum payment of some or all of the funds to be deposited pursuant to this Section 5.2(b)) of One Hundred Sixty-Six Thousand Six Hundred Sixty- Six Dollars and 66/100 ($166,666.66), into a fund (the “Operating Fund”) to be held by the Indenture Trustee. The Operating Fund shall be used by the Developer and the Operator to make payments to third parties solely in furtherance of the development and operation of the Project, including the funding of the Capital Reserve Fund and payment of any operating losses. As will be set forth in greater detail in the Financing Agreements, the Developer and the Operator will be entitled to disbursement of funds from the Operating Fund upon completion of a disbursement request specifying the use of the requested funds. At the end of the 5-Year Restricted Period, any remaining funds in the Operating Fund shall be transferred to the Capital Reserve Fund and credited as a pre-funding of the Developer’s obligation to expend or reserve funds in accordance with the Capital Reserve Schedule as provided in Section 6.6. (c) The Developer and the Operator may give written direction to the County as to what portion of the specified amounts of County Payments described in Sections 5.2(a) and 5.2(b) above as payable into the Construction Cost- Reserve Fund and the Operating Fund shall be sourced from Base Monthly Rent Payments payable to the Developer under the Lease and what portion shall be sourced from Supplemental Payments payable to the Operator. For purposes of determining the monthly amount of County Payments actually to be paid to the Developer and the Operator, after CLEVELAND/1048597.12 application of Sections 5.2(a) and (b) above, the amounts paid by the County into the Construction Cost-Reserve Fund and the Operating Fund (whether on a monthly basis or by annual lump sum payment) shall be deemed to be spread in even monthly installments over each year, with the result that the monthly amounts of the County Payments actually paid to each of the Developer and the Operator in any year shall be equal monthly installments. Section 5.3 Commencement of Lease Term. (a) The Lease shall be executed and delivered on or before the Acquisition Date. (b) The date of execution and delivery of the Lease shall be referred to herein as the “Lease Commencement Date.” The Lease shall specify the date on which the County’s obligation to make County Payments thereunder shall commence. Section 5.4 Sublease of the Facility. (a) Pursuant to the Sublease, the County will sublease the Facility to the Operator for the Term. (b) The Sublease shall be executed and delivered simultaneously with the Lease. (c) Under the Sublease, in lieu of payment of rent to the County, the Operator will be responsible for payment of all operating expenses and capital repairs of the Facility and for meeting other operational covenants in the Sublease (which may incorporate covenants from the Lease). Section 5.5 Conveyance of the Facility to the County. Upon termination of the Lease (or this Agreement if the Lease has not yet been entered into) for any reason (including, without limitation, any default by the Developer or the Operator under the Land Lease, the Lease, the Sublease or any other Financing Agreement), (a) the Developer shall have the right and obligation to sell, transfer, convey and assign all of its right, title and interest in and to the Facility to the County, and the County shall have the right and obligation to purchase such right, title and interest, for One Dollar ($1.00) and (b) the Loan (if outstanding at the time) shall be deemed discharged in accordance with Section 7.4(c). Section 5.6 Management of the Facility. CLEVELAND/1048597.12 Prior to the termination of the Lease at the end of the Term, the County and the Developer will negotiate in good faith a management agreement pursuant to which the Developer, the Operator or MMPI shall manage the Facility on mutually agreeable terms for up to an additional forty (40) years for a fee that is commercially reasonable (taking into consideration, to the extent practicable, management and rental payments for comparable facilities in comparable geographic regions) under then prevailing market conditions.

Section 6.1 Facility Development. (a) In accordance with the Financing Agreements, the Developer shall be responsible for the management of the development of the Facility and shall enter into all contracts in connection with the development and construction thereof, and the Developer and/or MMPI shall perform the services and carry out the responsibilities with respect to the development of the Facilities as are set forth herein or in the Construction Management Agreement. Notwithstanding the foregoing, it is agreed that the Developer may elect to have any or all of the services provided in this Section 6.1(a) provided in a design-build arrangement with a contractor. (b) Notwithstanding the generality of Section 6.1(a) hereof, the Developer’s (and MMPI’s) duties shall include those set forth in subparagraphs (i) through (x) below of this Section 6.1(b) and as provided elsewhere in this Agreement or the Construction Management Agreement. The Developer and/or MMPI have performed or shall perform with commercially reasonable efforts the following: (i) Negotiate and enter into all necessary agreements for architectural, engineering, testing or consulting services for the Project (and the Developer shall give due consideration to engaging professionals in the Cleveland area to provide such services). (ii) Establish and implement appropriate administrative and financial controls for the design and construction of the Project, including but not limited to: A. coordination and administration of the architect, the general contractor, and other contractors, professionals and consultants employed in connection with the design or construction of the Facility; B. administration of any construction contracts; CLEVELAND/1048597.12 C. participation in conferences and the rendering of such advice and assistance as will aid in developing economical, efficient and desirable design and construction procedures; D. selecting subcontractors and suppliers; E. approving requests for payments under any architectural agreement or any construction contract; F. approving change orders; G. applying for and maintaining in full force and effect any and all governmental permits and approvals required for the lawful construction of the Facility; H. complying with all terms and conditions applicable to the Facility contained in any governmental permit or approval required or obtained for the lawful construction of the Facility, or in any insurance policy affecting or covering the Facility, or in any surety bond obtained in connection with the Facility; I. furnishing such consultation and advice relating to the development of the Facility as may be reasonably requested from time to time by the County; and; J. filing any notices of completion required or permitted to be filed upon the completion of any improvement(s) and taking such actions as may be required to obtain any certificates of occupancy or equivalent documents required to permit the occupancy of the Facility. (iii) Inspect the progress of the course of construction of the Facility, processing requests for payment made by the architect and the general contractor of the Facility, or by any other parties with respect to the design or construction of the Facility, and in addition confirm that the construction is being carried out substantially in accordance with the Final Plans or, in the event construction is not being so carried out, promptly notify the County. (iv) Prepare and distribute to the County a critical path schedule, and periodic updates thereto as necessary to reflect any material changes, but in any event not less frequently than monthly, other design or construction cost estimates, and financial accounting reports, including monthly progress reports on the progress and cost of construction. CLEVELAND/1048597.12 (v) Obtain and maintain insurance coverage for the Facility at all times until final completion of construction of the Facility, which insurance shall include general public liability insurance covering claims for personal injury, including but not limited to bodily injury, or property damage, occurring in or upon the Site or the streets, passageways, curbs and vaults adjoining the Site. Such insurance shall be types and amounts mutually agreed to by Developer and the County. (vi) Comply with all Applicable Laws, the requirements of any national or local Board of Fire Underwriters or Insurance Services having jurisdiction where the Facility is located or the requirements of any insurance carriers providing any insurance coverage for the Facility. The Developer shall likewise ensure that all agreements with independent contractors performing work in connection with the Facility shall include the agreement of said independent contractors to comply with all of the foregoing. (vii) Assemble and retain all contracts, agreements and other records and data as may be necessary to carry out the Developer’s functions hereunder and make such information available to the County. (viii) Coordinate and administer the design and construction of all interior tenant improvements to the extent required under any leases or other occupancy agreements whether involving building standard or non-building standard work. (ix) Use its commercially reasonable efforts to accomplish the timely completion of the Facility in accordance with the Plans. (x) Perform and administer any and all other services and responsibilities of the Developer which are set forth in any other provisions of this Agreement or the Financing Agreements, or which are requested to be performed by the County and are within the general scope of the services described herein. Section 6.2 Construction Management/Developer Fee. In consideration for the construction management and development services to be provided by Developer (and/or MMPI) pursuant to Section 6.1 hereof and the Construction Management Agreement, the Developer (or MMPI, as provided in said agreement) shall be paid a fee equal to Twelve Million Dollars ($12,000,000.00) (the “Construction Management/Developer Fee”). From the date of this Agreement until the Lease Commencement Date, the Construction Management/Developer Fee shall be paid in monthly installments, on or before the fifteenth (15th) day of each month, in an amount equal to Three Hundred CLEVELAND/1048597.12 Thirty-Three Thousand Three Hundred Thirty-Three Dollars and 33/100 ($333,333.33), but not more than a cumulative aggregate amount of Four Million Dollars ($4,000,000.00). From and after the Lease Commencement Date, the balance of said fee shall be paid in equal monthly installments, calculated on the basis of the projected Construction Period, on or before the fifteenth (15th) day of each month, commencing on the fifteenth day (15th) of the month following the Lease Commencement Date. It is acknowledged that the Construction Period is currently projected to be thirty-six (36) months. Section 6.3 Governmental Approvals. From and after the approval by the County of the Final Plans, the Developer shall diligently seek all governmental approvals that may be required for the development of the Facility. The County will cooperate in good faith in the Developer’s efforts to obtain, maintain, amend or alter the governmental approvals, and will join in applications for the governmental approvals to the extent necessary. Section 6.4 Construction. (a) The general contractor shall be subject to the prior written approval of the County, such approval, which may consider the financial wherewithal of the proposed general contractor to provide the Construction Guarantee, not to be unreasonably withheld, conditioned or delayed. The Developer and the County agree to cooperate in good faith to develop, and cause the general contractor to adopt and comply with, practices and procedures to promote, in the construction of the Facility, the public goals of diversity, local inclusion and regional employment. (b) For the avoidance of doubt, the Financing Agreements will not be terminable from and after the commencement of construction of the Facility. (c) All change orders shall be submitted to the County Representative five (5) Business Days prior to their submission to the construction contractors, and during such five (5) Business Day period the County Representative may object to such change orders (provided that the County Representative deliver with such objection an explanation in reasonable detail of the basis of such objection) and, in the event of an objection, such change order shall not be so submitted to the construction contractor unless and until approved by the County Representative, which approval shall not be unreasonably withheld or delayed. If the County determines, in its reasonable judgment, that the Facility is not being designed and constructed substantially in accordance with the Final Plans and/or the Budget and Schedule, the County shall have the right to demand, in writing, and the Developer shall provide within five (5) business days of such written demand, a detailed written explanation (and, as applicable, CLEVELAND/1048597.12 proposed remediation) of the same. In the event that the County is not reasonably satisfied with the Developer’s written explanation (or, as applicable, proposed remediation), the County shall have the right, subject first to the application of the Arbitration Dispute Resolution Process, to pay Supplemental Payments and up to ten percent (10%) of the Monthly Base Rental Payment into the Construction Cost-Reserve Fund in accordance with Section 7.3(g) until the Developer cures such failure or the funds in the Construction Trust Fund, together with the funds in the Construction Cost-Reserve Fund, are adequate to complete the construction of the Facility in accordance with the Plans. Section 6.5 County Contingency Fund. During any time during the preparation of the Plans and the construction of the Facility, the County shall have the right to cause the Developer to make certain changes to the Plans, subject to the following conditions: (i) such changes shall not (A) materially and adversely impact the structural, functional or operational components or characteristics of the Facility or (B) materially and adversely impact the schedule for the construction of the Facility and (ii) such changes shall be fully paid for from and out of the County Contingency Fund. Any dispute as to whether a change to the Plan requested by the County satisfies the foregoing conditions shall be subject to the Arbitration Dispute Resolution Process. Section 6.6 Capital Reserve. The Financing Agreements shall include provisions setting forth a schedule for capital reserves and maintenance for the Facility (the “Capital Reserve Schedule”) consistent with this Section 6.6. The Capital Reserve Schedule shall generally provide for replacement and/or repair of certain portions of the Facility at the times and in a manner consistent with industry standards. The Capital Reserve Schedule will require that the Developer and/or the Operator expend or reserve for future expenditures $0.25 per gross square foot annually for the five (5) year period following Facility Opening; $0.50 per gross square foot annually for the next five (5) year period; and $0.75 per gross square foot annually for the remainder of the Lease. In the event that the Developer and/or the Operator reserves funds (rather than expends them currently) as permitted by this Section 6.6, such funds shall be placed into a reserve fund (the “Capital Reserve Fund”) with the Indenture Trustee. Any funds remaining in the Capital Reserve Fund upon the expiration or termination of the Financing Agreements and the Sublease (other than a termination due to a default by the Developer or the Operator) shall be the property of the Developer or the Operator (as agreed between them). Any funds remaining in the Capital Reserve Fund upon the termination of the Financing Agreements due to a default by the Developer or the Operator shall be the property of the County. For the avoidance of doubt, compliance with this Section 6.6 shall not imply that the Developer and/or Operator is in compliance with its obligations under Section 5.1(d)(iii) hereunder. CLEVELAND/1048597.12 Section 6.7 Application of Supplement Payments. The Financing Agreements shall provide the County with rights, subject first to the application of the Arbitration Dispute Resolution Process, to deposit some or all of the Supplemental Payments into an escrow in the event that the Facility is not being maintained as a first-class, state-of-the-art Facility.

Section 7.1 Agreement to Issue Bonds. (a) The plan of finance for the development and construction of the Facility (the “Plan of Finance”) and the Financing Agreements shall be mutually agreeable to the County and the Developer. In the event the County and the Developer are unable to agree upon the Plan of Finance and the Financing Agreements within one (1) year after the date of this Agreement, then the County and the Developer shall each have the right to terminate this Agreement or, as applicable, the Lease and other Financing Agreements by delivery of written notice to the other party, whereupon the rights and obligations of the parties hereunder shall immediately cease and be of no further force or effect. Subject to the foregoing, the Plan of Finance shall include a reserve from the Non-Bond Proceeds that is acceptable to the County in its sole and absolute discretion (the “County Rent Reserve”). The County Rent Reserve shall be used primarily as a stabilization reserve for the payment of the Monthly Base Rental Payments under the Lease, provided that the County shall have the full and absolute discretion to remove funds to the County Rent Reserve from time to time. (b) The parties agree that the Lease and the Sublease shall be the primary security for the Bonds and shall be structured so as to provide an investment-grade rating for the Bonds. (c) The County agrees to use its best efforts to issue one or more series of bonds (the “Bonds”) that will generate Bond Proceeds sufficient, together with Non-Bond Proceeds, to provide Available Funds sufficient to fund the costs of the acquisition of the Site and development, acquisition, equipping and construction of the Facility in accordance with the County Requirements, the Final Plans and this Agreement (or the Financing Agreements after the execution and delivery thereof). The aggregate principal amount of the Bonds that the County issues and the maturities and other terms on which the County issues the Bonds will be consistent with the goal that the annual debt service on the Bonds will not, in the County’s reasonable estimate, exceed Thirty-Six Million Dollars ($36,000,000). In the event that the County determines that the annual CLEVELAND/1048597.12 debt service that would generate those sufficient Bond Proceeds would exceed Thirty-Six Million Dollars ($36,000,000) and that no prudent alternative structure for the Bonds would cure that insufficiency, then the County shall have the right to terminate this Agreement or the Financing Agreements, as applicable. Section 7.2 Non-Bond Proceeds Disbursements. Any Non-Bond Proceeds disbursed by the County for the payment of costs of the Project, whether disbursed to the Developer or directly to third parties, shall constitute advances under the Loan Agreement. Section 7.3 Loan. (a) The County, pursuant to a Loan Agreement in a form reasonably satisfactory to the County and the Developer (the “Loan Agreement”), shall loan the Available Funds (other than such funds used for the acquisition of the Site) to the Developer in one or more disbursements to pay for developing and constructing the Facility (the “Loan”). (b) The Developer shall grant a mortgage in favor of the County in its leasehold interest in the Site and its interest in the Facility. The Loan shall be non-recourse to the Developer but shall be secured by all rents and revenues of the Developer (the “Developer Revenue”) derived from the Facility. The County shall also have a security interest in all County Payments payable to the Operator hereunder (“Operator Revenue” and, together with Developer Revenue, the “Pledged Revenue”). The Developer, the Operator and the County agree to enter into pledge, security and control agreements to provide the County with a perfected security interest in such Pledged Revenue; provided that such agreements shall permit, in the absence of an existing default by the Developer or Operator under the Financing Agreements, the immediate disbursement of Pledged Revenue to the Developer and the Operator upon their direction, except for such portions of the Pledged Revenue which, by the express terms of the Financing Agreements, are to be deposited into escrows, reserves or designated funds (including, but not limited to, the Construction Cost-Reserve Reserve Fund, the Operating Fund and the Pending Dispute Fund). Nothing in the foregoing shall be interpreted to affect in any way the County’s recourse against any funds held by the Indenture Trustee pursuant to the terms hereof. (c) The interest rate on the loaned Available Funds shall be the rate per annum that results from the aggregate of all payments made to the County pursuant to Section 7.4(a) hereof to repay the loaned Available Funds. (d) The proceeds under the Loan Agreement (other than the portion thereof disbursed by the County from Non-Bond Proceeds prior to the date of the CLEVELAND/1048597.12 first issuance of Bonds) will be placed into a trust fund (the “Construction Trust Fund”) created under a Trust Indenture (the “Indenture”) between the County and a trustee (the “Indenture Trustee”) selected by the County. The Indenture will secure the Bonds. (e) The Available Funds in the Construction Trust Fund will be held and disbursed by the Indenture Trustee in accordance with the terms and conditions of the Loan Agreement and other Financing Agreements. The Developer shall be entitled to disbursements from the Construction Trust Fund to the extent construction work attributable to the Plans has been completed and invoiced pursuant to disbursement request forms to be attached to the Loan Agreement. Along with each disbursement request, the Developer shall provide the County and the Indenture Trustee with a certification (a “Construction Certification”) stating whether or not the Available Funds remaining in the Construction Trust Fund after such disbursement will be sufficient to complete the construction of the Facility in accordance with the Plans. In the event that the Developer cannot certify that after such disbursement there will be sufficient Available Funds in the Construction Trust Fund to complete the construction of the Facility, the Construction Certification shall set forth in detail the anticipated shortfall of such Available Funds (the amount of such shortfall as determined from time to time shall hereafter be referred to as the “Excess Construction Costs”). (f) The Developer shall be entitled, and shall be obligated, to use funds from the Construction Cost-Reserve Fund to pay Excess Construction Costs. (g) If funds in the Construction Cost-Reserve Fund are not sufficient to fund in full the Excess Construction Costs, then the County shall be entitled to pay into the Construction Cost-Reserve Fund all Supplemental Payments plus up to ten percent (10%) of the Monthly Base Rental Payments next becoming payable, until the Developer’s most current Construction Certification indicates that the Available Funds in the Construction Trust Fund, together with the funds in the Construction Cost-Reserve Fund, will be sufficient to complete the construction of the Facility in accordance with the Plans. (h) After use of the Construction Cost-Reserve Fund, the Developer will be obligated to pay the full amount of any Excess Construction Costs from other funds that it shall deposit or cause to be deposited in the Construction Cost-Reserve Fund. Section 7.4 Repayment of the Loan. (a) Subject to Section 7.4(b), the Loan shall be repaid to the County in monthly installments of Three Million Dollars ($3,000,000.00) (each a “Monthly Loan Payment”), such Monthly Loan Payments to commence CLEVELAND/1048597.12 upon the first payment of the Monthly Base Rental Payment and to continue during the term of the Lease (or until the earlier termination of the Lease), with each Monthly Loan Payment to be paid on the same date that the Monthly Base Rental Payment is paid. (b) If for any reason whatsoever (and without regard to any default or alleged default by the Developer or the Operator under this Agreement or the Financing Agreements), the County fails to pay to the Developer for any month at least Three Million Dollars ($3,000,000.00) of the Monthly Base Rental Payment under the Lease, then the Developer may reduce the Monthly Loan Payment payable to the County for such month to the same amount paid by the County in respect of the Monthly Base Rental Payment under the Lease for such month. (c) In the event that this Agreement (or the Financing Agreements after the execution and delivery thereof) is terminated, the County, the Developer and the Operator agree as follows: (i) the Loan shall be immediately terminated and the Developer shall not be entitled to further disbursements thereunder, except for reimbursement, pursuant to Article III, of expenses properly incurred prior to the effective date of termination; (ii) that all tangible and intangible assets (including the Plans pursuant to Section 2.8(e) and the Facility pursuant to Section 5.5) acquired or obtained by the Developer with the disbursed Loan funds shall be conveyed, transferred and assigned to the County free and clear of all liens (except for Permitted Encumbrances) whatsoever; and (iii) that, upon the transfer of the assets pursuant to Section 7.4(c)(ii), the Loan shall be deemed discharged.

Section 8.1 Term. Unless earlier terminated in accordance with the terms herein, the provisions of this Agreement shall be effective as of the Effective Date and shall continue in full force until the execution of the Financing Agreements. The Developer, the Operator, MMPI and the County hereby agree that this Agreement shall terminate and be of no further force and effect upon execution of the Financing Agreements. Section 8.2 Land Lease, Lease and Sublease Co-Terminous It is the intent of the parties, and the Land Lease, the Lease and the Sublease shall provide, that the Land Lease, the Lease and the Sublease shall be co-terminous, CLEVELAND/1048597.12 that the Land Lease shall remain in effect only so long as the Lease and the Sublease are in effect, the Lease shall remain in effect only so long as the Land Lease and the Sublease are in effect, and that the Sublease shall remain in effect only so long as the Land Lease and the Lease are in effect. Section 8.3 Surviving Provisions. In the event that this Agreement is terminated for any reason except as set forth in Section 8.1 hereof, then notwithstanding anything to the contrary contained in this Agreement, the following provisions shall survive such termination and continue to bind the parties hereto: Section 2.8(e), Section 5.5, Article III, Article IX, Article XI, Sections 12.5, 12.6, 12.7, 12.8, 12.11, 12.12, 12.13 and 12.15.

The Land Lease, the Lease and the Sublease shall provide that upon certain defaults by the Developer and/or the Operator, at the option of the County the Land Lease, the Lease and the Sublease shall terminate, and upon such termination, (A) the Developer and the Operator shall be obligated to promptly take such action as is required to transfer all of their right, interest and title to the Facility to the County, subject in all events to Permitted Encumbrances, and the County shall be obligated to acquire such right, interest and title for One Dollar ($1.00) and (B) the Loan shall be deemed discharged in accordance with Section 7.4(c). The Developer and the Operator shall execute such documents as are reasonably requested by the County to secure in the County the right to so acquire the Site and the Facility including, without limitation, recording an option in favor of the County in the real estate records of Cuyahoga County, Ohio.

Section 10.1 Representations, Warranties and Covenants of MMPI, Developer and Operator. MMPI, the Developer and the Operator, as applicable, represent and warrant as follows: (a) This Agreement constitutes the legal, valid, and binding obligations of MMPI, the Developer and the Operator, enforceable against each of them in accordance with its terms, except insofar as enforcement may be limited by bankruptcy, insolvency, or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies. (b) MMPI, the Developer and the Operator are under common Control. (c) The Developer and the Operator are, and shall be during the Term, special purpose entities with the sole purpose of exercising the rights and CLEVELAND/1048597.12 performing the obligations set forth herein. The Developer shall own no other tangible asset other than the Facility. The Operator shall own no tangible assets other than such assets as are incidental to performing its obligations hereunder. The Developer and the Operator shall not incur any obligations other than obligations arising out of the purchase, development, construction, management and operation of the Site and the Facility.

Section 11.1 Arbitration Dispute Resolution. (a) An “Arbitration Dispute” means, subject to Section 11.1 (b): (i) any dispute or matter expressly identified in this Agreement or the Financing Agreements as an Arbitration Dispute or as subject to the Arbitration Dispute Resolution Process; and (ii) any other dispute or claim, not described is preceding clause (i), arising from or in connection with this Agreement or the Financing Agreements involving an amount not more than One Million Dollars ($1,000,000.00) in Equivalent Dollars; provided, however, that any claim for specific performance or other equitable relief shall not be an Arbitration Dispute for purposes of this Agreement. (b) Any Arbitration Dispute will be resolved in accordance with this Article XI, and the provisions of this Article XI shall be the exclusive means of resolving any Arbitration Dispute: provided, however: (i) a party may seek injunctive or other equitable relief from a court in support and/or enforcement of the dispute resolution process set forth in this Article XI and for the maintenance of the status quo and the protection of the parties’ interests pending the outcome of said process; and (ii) a party may bring any action at law or in equity with respect to any claim of fraud, intentional misrepresentation or knowing and intentional breach of a covenant set forth in this Agreement. (c) Either the Developer or the County will give prompt written notice of any Arbitration Dispute to the other (a “Arbitration Dispute Notice”). Such Arbitration Dispute Notice will include sufficient details of the Arbitration Dispute to enable the recipient to consider and formulate its position in relation to the Arbitration Dispute. (d) Any Arbitration Dispute will, so far as possible, be settled amicably between the parties within a period of fifteen (15) days from the date of the Arbitration Dispute Notice given under Section 11.1(c). (e) If a Arbitration Dispute is not settled in accordance with Section 11.1(d) then, promptly upon the written request of either of the Developer or the CLEVELAND/1048597.12 County (an “Independent Expert Notice”), such Arbitration Dispute will be referred to and finally settled by the determination of the Independent Expert. (f) The County and the Developer shall use reasonable endeavors to agree on the identity of the Independent Expert within ten (10) days of the date of the Independent Expert Notice, failing which either of the County or the Developer may provide to the other (the “Receiving Party”) the name of an Independent Expert (the “Independent Expert Proposal”). If the Receiving Party does not provide the name of a different Independent Expert within seven (7) business days of the date of the Independent Expert Proposal then the Independent Expert named in the Independent Expert Proposal shall be the Independent Expert to whom the Arbitration Dispute is referred. If the Receiving Party does provide the name of a different Independent Expert within such period of time, then the two Independent Experts shall communicate with each other promptly and jointly select a third Independent Expert acceptable to both of them and such selected Independent Expert shall be the Independent Expert to whom the Arbitration Dispute is referred. The following provisions shall apply to such determination: (i) Each party shall be entitled to make written submissions to the Independent Expert within twenty-one (21) days of selection of the Independent Expert (and the Independent Expert shall not consider any submissions received after such twenty-one (21) day period) and a copy of any submission shall be provided contemporaneously to the other party, and the recipient shall have the right to comment, within seven (7) days of receipt of such submission, on such submission (and the Independent Expert shall not consider any commentary received after such seven (7) day period); (ii) each of the parties hereto shall timely make available to the Independent Expert and each other all books and records relating to the subject matter of the Arbitration Dispute and shall render to the Independent Expert any assistance requested by the Independent Expert; (g) The Independent Expert’s fees shall be borne by the Developer and the County in equal shares unless the Independent Expert determines that the conduct of either of them is such that it should bear all or a greater proportion of such fees, in which case the Independent Expert’s determination shall control. (h) Each of the parties hereto shall: CLEVELAND/1048597.12 (i) accept such terms and conditions as the Independent Expert may seek to impose in relation to the discharge of his or her functions; (ii) give the Independent Expert such assistance, facilities and information as the Independent Expert requests in the discharge of his or her duties and such Party is reasonably able to provide; and (iii) make all reasonable efforts to ensure that the Independent Expert reaches a decision as soon as practicable. (i) The Independent Expert shall act as an expert and not an arbitrator. The terms of engagement of the Independent Expert shall include obligations on the part of the Independent Expert to establish a timetable for the making of submissions and replies and to notify the parties in writing of his or her decision within twenty (20) days from the receipt of the submissions and the commentary described in Section 11.1(f)(i) above. (j) Notwithstanding any Arbitration Dispute or reference of a Arbitration Dispute for determination by an Independent Expert, the parties will continue to comply with their respective obligations under this Agreement. (k) During the pendency of any Arbitration Dispute involving the termination of this Agreement (or the Financing Agreements once executed and delivered), the County shall have the right to pay the Supplemental Payments and ten percent (10%) of the Monthly Base Rental Payment into a reserve fund with the Indenture Trustee (the “Pending Dispute Fund”). The Operator shall be entitled to withdraw funds from the Pending Dispute Fund for all proper operating expenses of the Facility, and the terms and conditions of the Pending Dispute Fund shall contain appropriate provisions providing for the disbursement of funds to pay or reimburse such operating expenses of the Facility on a timely basis. the event that the Independent Expert determines that the County is permitted to terminate this Agreement (or the Financing Agreements, as applicable), the County shall have the right to receive all amounts remaining in the Pending Dispute Fund (after payment of Facility operating expenses as provided above) and the Developer shall have no right to such Funds. In the event that the Independent Expert determines that the County is not permitted to terminate this Agreement (or the Financing Agreements, as applicable) then the Developer shall have the right to receive all amounts remaining in the Pending Dispute Fund. During the pendency of any other Arbitration Dispute the County shall continue to make all payments to the Developer and the Operator hereunder. Section 11.2 Independent Expert. (a) An “Independent Expert” is an individual who: CLEVELAND/1048597.12 (i) has at least ten (10) years recent professional experience, in disputes relating to the construction of the Facility, the commercial construction industry or, for disputes relating to the development or operation of the Facility, the convention hall development or operations industry, in each case with a reasonable background in the specific subject matter of the Arbitration Dispute; (ii) has no personal or financial interest in the results of any proceedings relating to the Arbitration Dispute and/or no relationship with the Arbitration Dispute or the County or the Developer that may create an appearance of bias; (iii) is not, and has not in the five (5) year immediately preceding the Arbitration Dispute, been employed by either the County or the Developer; (iv) is not, and has not in the five (5) year immediately preceding the Arbitration Dispute, been engaged as a consultant or advisor by either the County or the Developer; and no person designated as an Independent Expert shall be subject to challenge except on the basis of a material, good faith objection by one of the Parties. (b) Notwithstanding anything to the contrary contained herein, the parties hereto agree that the Independent Expert for any Arbitration Dispute under Section 2.1 and Section 6.5 shall be Conventional Wisdom Corp. (“CW”); provided, however, that any party to the Arbitration Dispute under Section 2.1 or Section 6.5 shall have the right to provide a written objection to CW as the Independent Expert within ten (10) days of the commencement of such Arbitration Dispute and, in such case, the Independent Expert will be selected pursuant to Section 11.1(f) hereof. Section 11.3 Force Majeure. Except as otherwise provided herein, neither the County nor Developer nor Operator shall be considered in default in their obligations to be performed hereunder if delay in the performance of such obligations is due to unforeseeable causes beyond its control and without its fault, including but not limited to, acts of God or of the public enemy, acts of terrorism, acts of the Federal or state government, acts or delays of the other party, fires, floods, unusually severe weather, epidemics, freight embargoes, unavailability of materials, strikes or delays of contractors, subcontractors or materialmen due to any of such causes, it being the purpose and intent of this Section 11.3 that in the event of the occurrence of any such enforced delay, the time or times for performance of such obligations shall be extended for the period of the enforced delay; provided, however, that the party seeking the benefit of the provisions of this Section 11.3 shall within fourteen (14) days after the beginning of such enforced delay, notify CLEVELAND/1048597.12 the other parties in writing thereof and of the cause thereof and of the duration thereof, or, if a continuing delay and cause, the estimated duration thereof, and if the delay is continuing on the date of notification, within thirty (30) days after the end of the delay, notify the other party in writing of the duration of the delay.

Section 12.1 Capitalization of the Developer; Financial Assurances. (a) On or prior to the Lease Commencement Date, MMPI shall provide the County with such information concerning the financial condition and capitalization of the Developer as is reasonably necessary for the County to evaluate the financial ability of the Developer to perform its obligations under the this Agreement and the Financing Agreements (collectively, the “Transaction Documents”). MMPI and the County hereby agree that the Developer shall be capitalized or its obligations will be assured sufficiently for the County to be reasonably satisfied that the Developer will be able to meet its obligations under the Transaction Documents, such determination to be made by the County in its reasonable discretion. In the event that the County reasonably determines that the Developer or the Operator is not sufficiently capitalized or its obligations adequately assured, the County shall have the right to terminate this Agreement and, if so terminated, the rights and obligations of the parties hereunder shall immediately cease and be of no further force or effect. The County hereby acknowledges and agrees that the satisfaction and implementation of the requirements in Section 12.1(b) will constitute sufficient assurance, as described above, that the Developer (organized as a single purpose entity holding title to the Site and the Facility) will be able to meet its obligations under the Transaction Documents (b) MMPI, the Developer and the Operator hereby acknowledge that the County shall have no obligation to provide any funds toward the construction and operation of the Facility, including, without limitation, the cost of the Third-Party Assurances, except as explicitly set forth herein. The Financing Agreements will contain an unconditional guarantee of the Developer that the Facility will be constructed substantially in accordance with the Plans and the Plan of Finance. In addition to the foregoing, MMPI and the Developer hereby agree to obtain the following assurances for the completion of the construction of the Facility for the benefit of the County to, among other things, confirm that the County shall have no risk for cost over runs for the completion of the construction of the Facility in accordance with the Final Plans: (i) a construction completion guarantee from the general contractor (the “Construction Guarantee”) that has no exclusion for concealed, unknown or unforeseen conditions other than environmental conditions involving CLEVELAND/1048597.12 Hazardous Materials, (ii) a surety performance bond (the County will be a dual obligee under such bond) in an amount equal to the full amount of the general construction contract from a United States or European financial institution having total assets in excess of US $70,000,000,000 and such institution’s senior unsecured long-term indebtedness must be rated A- (stable) or higher by S&P or A2 (stable) or higher by Moody’s (the “Surety Bond”), (iii) pollution legal liability insurance with a limit of up to Ten Million Dollars ($10,000,000) and for a terms of not less than five (5) years (the “Environmental Policy”), and (iv) builder’s risk insurance (“Builder’s Risk Policy”). The terms and conditions of the Construction Guarantee (and, if contained in a longer legal agreement, any terms of such agreement that modify or effect in any manner the terms of the Construction Guarantee), the Surety Bond, the Environmental Policy and the Builder’s Risk Policy (collectively, the “Third-Party Assurances”) shall be acceptable to the County in its sole and absolute discretion and the County shall be a third-party beneficiary under the Third-Party Assurances. The Developer shall deliver to the County the form of Construction Guarantee within Ninety (90) days of the date hereof. MMPI, the Developer and the Operator each agree to fully cooperate with the County in enforcing any obligations of third parties under the Third- Party Assurances In the event that the Third-Party Assurances are not acceptable to the County, the County shall have the right to terminate this Agreement and, if so terminated, the rights and obligations of the parties hereunder shall immediately cease and be of no further force and effect. (c) It is expressly acknowledged and agreed that the County’s rights to terminate this Agreement in accordance with the foregoing provisions of this Article XII are not subject to the Arbitration Dispute Resolution Process. CLEVELAND/1048597.12 Section 12.2 Representations of Authority. MMPI, the Developer and the Operator each represents that it has full power and authority to enter into this Agreement and carry out its terms. The County hereby represents that it has full power and authority to enter into this Agreement and carry out its terms. Section 12.3 Discrimination Prohibited. The Developer and the Operator shall not discriminate against any person or group of persons based upon race, creed, sex, religion, color, age, national origin or ancestry in the development, sale, lease or other transfer, use or occupancy of the Site. Section 12.4 Assignment. (a) Except for Permitted Encumbrances and Permitted Transfers, neither MMPI, the Developer nor the Operator shall assign this Agreement, or their respective rights and obligations hereunder, without the prior written consent of the County. The County shall not assign this Agreement or its rights and obligations hereunder without the prior written consent of MMPI and the Developer. (b) In the event that MMPI and/or the Developer and/or the Operator, on the one hand, or the County, on the other, assigns this Agreement in violation of the provisions of the preceding paragraph (a), without the prior written consent of the other party, the party so assigning this Agreement shall not be relieved of its obligations hereunder and the non-transferring party shall have the right to terminate this Agreement or the Financing Agreements (as applicable). Section 12.5 Provisions not Merged with Deeds. (a) This Agreement embodies the entire agreement of the parties related to the subjects contained in this Agreement. (b) No provision of this Agreement is intended to or shall be merged by reason of any instrument transferring title to any portion of the Site from the County to the Developer or any successor interest, and such instruments shall not be deemed to affect or impair the provisions and covenants of this Agreement; and the covenants and obligations of the Parties shall survive and shall remain binding on the Parties and their respective successors and assigns, as provided herein. CLEVELAND/1048597.12 Section 12.6 Agreement Binding on Parties; No Personal Liability. (a) All covenants, obligations and agreements of the County, MMPI, the Developer and the Operator contained in this Agreement shall be effective to the extent authorized and permitted by Applicable Law. (b) No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, officer, agent or officer, or employee of the County in other than their official County position or of any individual person who is an officer, member, manager, director or shareholder of MMPI, the Developer or the Operator or other owner other than in such capacity as an officer, member, manager, director or shareholder, and neither the members of the County Board of County Commissioners nor any County official executing this Agreement, nor any individual person executing this Agreement on behalf of MMPI, the Developer or the Operator shall be liable personally by reason of the covenants, obligations or agreements of the County, MMPI, the Developer or the Operator contained in this Agreement. Section 12.7 Counterparts. This Agreement may be signed in several counterparts, each of which shall be an original but all of which shall constitute but one and the same instrument. Section 12.8 Notice. Any notice or communication between the parties required or permitted to be given under this Agreement shall be deemed sufficiently given if delivered personally or mailed by U.S. registered or certified mail, return receipt requested, which shall be deemed delivered when either the return receipt is signed or refused, and addressed as follows: 1. Notices to the County: Cuyahoga County Administrator 1219 Ontario Street, 4th Floor Cleveland 44113 With a copy to: Cuyahoga County Prosecutor's Office Chief of the Civil Division 1200 Ontario Street, 8th Floor, Cleveland 44113 CLEVELAND/1048597.12 And to: Squire, Sanders & Dempsey L.L.P. 127 Public Square 4900 Key Tower Cleveland, Ohio 44114 Attn: Frederick R. Nance, Esq. Facsimile: (216) 479-8780 2. Notices to Developer, Operator and MMPI: c/o Merchandise Mart Properties, Inc. 222 Merchandise Mart Plaza, Suite 470 Chicago, Il 60654 Attn: Mark Falanga, Senior Vice President Facsimile: (312) 321-4551 with copies to: Merchandise Mart Properties, Inc. 222 Merchandise Mart Plaza, Suite 470 Chicago, Il 60654 Attn: Legal Department Facsimile: (312) 321-4551; and Drinker Biddle & Reath LLP 191 N. Wacker Drive, Suite 3700 Chicago, Illinois 60606 Attn: Michael F. Csar, Esq. Facsimile: (312)-569-3223 CLEVELAND/1048597.12 Section 12.9 Costs. Except as otherwise set forth in this Agreement, and the Developer, the Operator and MMPI will bear their own internal costs and expenses (including, without limitation, fees and expenses of legal counsel, accountants and other advisors) in connection with negotiating this Agreement, and such internal costs and expenses shall not be paid from Available Funds or otherwise reduce the amount of Available Funds. Section 12.10 Captions. The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Section 12.11 Governing Law; Venue. This Agreement shall be governed exclusively by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law provisions that would cause the application of the laws of another jurisdiction. Each party hereto (i) irrevocably consents to the exclusive jurisdiction of any state court located within Cuyahoga County, Ohio, in connection with any matter based upon or arising out of this Agreement, (ii) agrees that process may be served upon them in any manner authorized by the laws of the State of Ohio and (iii) waives and covenants not to assert or plead any objection which they might otherwise have to under such jurisdiction or such process. The Developer agrees that the Construction Guarantee shall include the provisions of this Section 12.11. Section 12.12 Complete Agreement. All negotiations, considerations, representations and understandings between the parties as to the Project and the subject matters of this Agreement, are incorporated herein and may be modified or altered only by an agreement in writing signed by both parties to this Agreement. The Financing Agreements will supersede this Agreement and, when the Financing Agreements are entered into by the parties thereto, this Agreement shall terminate and be of no further force and effect. Section 12.13 Severability. If any provision in this Agreement or any portion thereof shall be invalid or unenforceable for any reason, such invalidity or lack of enforceability shall not affect the validity or enforceability of any other provision or portion thereof. To the extent an interpretation of a provision or a portion thereof can be made which will make it valid or enforceable, the parties agree that the interpretation making it valid or enforceable should be chosen. CLEVELAND/1048597.12 Section 12.14 Naming Rights. Unless the Financing Agreements provide otherwise, the County will have the right to sell naming rights to the Facility, and the Developer agrees to use commercially reasonable efforts to assist the County in selling the naming rights. The proceeds of the sale of naming rights to be used by the County in its sole and absolute discretion. Section 12.15 Convention and Visitors Bureau of Greater Cleveland. The parties hereto agree, following the date hereof and prior to the execution of the Financing Agreements, to discuss in good faith the role of the Convention and Visitors Bureau of Greater Cleveland (a/k/a Positively Cleveland), with the goal of efficiently allocating resources for the promotion of the Facility. Section 12.16 Records, Inspection, Reporting, and Audit Rights and Requirements (a) Public Records. The parties hereto agree that all records and reports that MMPI, the Developer or the Operator provides to the County pursuant to this Agreement or that the County obtains from MMPI, the Developer or the Operator pursuant to this Agreement (including, without limitation, this Section 12.16), shall be considered public records unless exempted from disclosure pursuant to Ohio’s public record laws (including, without limitation, O.R.C. 149.43), and that the County shall have the right to copy and, subject to paragraphs (j) and (k) of this Section 12.16, disclose the same. (b) Construction and Loan Records. The Developer, Operator, or MMPI will grant the County Representative or its designees access to all books and records relating to the design and construction of the Facility; and the Developer shall be obligated to maintain and provide to the County auditable accounting records for the expenditures of all funds comprising the Loan (the “Auditable Records”). The County will have the right to designate an independent auditor to audit the Auditable Records from time to time. (c) Inspection Rights. The County shall have broad rights to inspect the Site and the Facility, including, without limitation, rights of access and inspection during the Construction Period (subject to such reasonable safety rules and regulations that are applicable to all non-construction related personnel) and the right to have the completed Facility professionally inspected from time to time to in order to ensure that the Facility is being maintained as agreed upon herein. (d) Tenant Lease-Up Period. (i) Quarterly during the Tenant Lease-Up Period, the Developer shall prepare and deliver to the County a report on the Tenant Lease-Up Costs incurred during the preceding month. (ii) At the end of the Tenant Lease-Up Period, the Developer shall prepare and CLEVELAND/1048597.12 deliver to the County a report on all Tenant Lease-Up Costs incurred during the Tenant Lease-Up Period, specifying all amounts incurred and providing documentation reasonably satisfactory to the County supporting such payments. (e) Lease Summaries. The Operator shall provide the County with a brief summary of each lease entered into with a tenant of the Facility, identifying the tenant, the term of the lease and the size and location of the demised premised (each a “Lease Summary”) in such form as may be agreed and attached as an exhibit to the Sublease. (f) Maintenance and Capital Expenditure Records. The Developer and the Operator shall prepare and certify reports and maintain records, such records to be provided to the County, sufficient to enable the County to audit and confirm (i) the maintenance of the Facility in accordance with the requirements of the Lease and other Financing Agreements and (ii) the capital expenditures made in respect of the Facility. (g) Financial and Operating Reporting Requirements. The Operator shall provide the County with quarterly written reports of revenues received from the Facility and other operational information regarding the Facility as may be reasonably requested from time to time by the County. (h) Benchmark Reporting. The Developer and the Operator shall (i) prepare and maintain records sufficient to enable the County to audit and confirm achievement of the Benchmarks, (ii) promptly after any date on which achievement of any Benchmark is to be determined, provide the County with certified reports regarding the achievement of that Benchmark, and (iii) on an interim basis between the dates on which the achievement of any Benchmark is to be determined, provide the County, information in reasonable detail with regard to performance of Benchmark parameters. (i) General Compliance Procedures. The Financing Agreements shall provide mechanisms and procedures, consistent with the other provisions of this Section 12.16, to permit the County to confirm the Developer’s and the Operator’s performance in accordance with the terms of the Land Lease, Lease, the Sublease and other Financing Agreements. (j) Limitations. All revenue and other financial information regarding the operations of the Facility required to be reported or made available to the County pursuant to Sections 12.16(d)(i), (g) and (h) shall be presented on an aggregate basis by categories and subcategories of use (e.g., Medical Mart, Convention Center, trade shows, conferences, parking, type of Tenant Lease-Up Cost) as may be reasonably agreed by the Operator and the County, and not by individual lease or other use agreement. For the purpose of verifying any such information, (i) the Developer and Operator shall provide either (A) certified by an officer of MMPI or (B) CLEVELAND/1048597.12 accompanied by a report of a firm of certified public accountants reasonably acceptable to the County as to the accuracy of such information, and (ii) the County may (directly or by one or more experts it may engage for the purpose) from time to time examine the financial records of the Developer and the Operator under conditions that the Developer and the Operator may prescribe for the purpose of protecting the confidentiality of proprietary business information. (k) Trade Secrets. The County acknowledges that MMPI, the Developer or the Operator may consider certain records with regard to the operation of the Facility with regard to operation of the Facility as containing “trade secret” information under O.R.C. 1333.61(D), which is exempt from disclosure as a public record. In the event that the County receives a public records request for a record (i) that MMPI, the Developer or the Operator has made available or provided to the County pursuant to this Agreement or that the County has obtained from MMPI, the Developer or the Operator pursuant to this Agreement (including, without limitation, this Section 12.16), and (ii) that MMPI, the Developer, or the Operator has designated in writing as containing trade secret information, the County shall advise the requestor that the records requested are considered to contain trade secret information, and promptly notify MMPI, the Developer, or the Operator, of the request. Thereafter, MMPI, the Developer, or the Operator shall have sole responsibility for initiating or defending such legal action as it deems necessary to prevent public disclosure of such information, and shall pay all costs and expenses associated therewith, including any legal fees or expenses incurred by the County. The County shall, to the extent legally permissible without being required to initiate legal action, maintain the confidentiality of such requested information until the matter is resolved by legal action, provided that the Developer and MMPI agree to indemnify, defend and hold harmless the County from any claims, losses, liabilities, costs and expenses incurred by the County as a result thereof. (l) Incorporation into Financing Agreements. The provisions of this Section 12.16 shall be incorporated into the Financing Agreements. Section 12.17 Limitation on Liability. Notwithstanding anything to the contrary in this Agreement, the liability of the Developer and the Operator with respect to the construction and operation of the Facility shall not exceed Three Billion Dollars ($3,000,000,000). CLEVELAND/1048597.12 IN WITNESS WHEREOF, the County and the Developer have each caused their duly authorized representatives to execute this Agreement as of the date aforesaid. (Witnesses as to County) THE COUNTY OF CUYAHOGA, OHIO _____________________________________ Printed Name By: __________________________________ _____________________________________ Printed Name (Witnesses as to MMPI) MERCHANDISE MART PROPERTIES, INC. ___________________________________ By: __________________________________ Printed Name Its _____________________________________ Printed Name (Witnesses as to the Developer) MMPI CLEVELAND DEVELOPMENT LLC By: _______________________________ ___________________________________ Printed Name Its: _______________________________ ____________________________________ Printed Name (Witnesses as to the Operator) CLEVELAND MMCC LLC _____________________________________ By: __________________________________ Printed Name Its: ___________________________________ _____________________________________ Printed Name The legal form of the with instrument is hereby approved. By: _______________________________ Date: _________________, 2008 - 47 - CLEVELAND/1048597.12 STATE OF OHIO ) ) SS: COUNTY OF CUYAHOGA ) On this ______ day of ____________, 2009, before me a Notary Public in and for said County and State, personally appeared ___________________, _______________ of the County of Cuyahoga, Ohio, who acknowledged the execution of the foregoing instrument as the authorized officer of the County on behalf of the County, and that the same is his voluntary act and deed as the officer on behalf of the County and the voluntary act and deed of said County. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal at Sandusky, Ohio on the day and year aforesaid. [SEAL] ______________________________________ Notary Public STATE OF ______________ ) ) SS: COUNTY OF _____________ ) On this ______ day of ____________, 2009, before me a Notary Public in and for said County and State, personally appeared __________________, being the _______________ of Merchandise Mart Properties, Inc. who acknowledged the execution of the foregoing instrument as the duly authorized representative thereof, and that the same is his voluntary act and deed as said representative and the voluntary act and deed of said company. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal at ____________, _______________ on the day and year aforesaid. [SEAL] ______________________________________ - 48 - CLEVELAND/1048597.12 STATE OF _______________ ) ) SS: COUNTY OF _____________ ) On this ______ day of ____________, 2009, before me a Notary Public in and for said County and State, personally appeared __________________, being the _______________ of MMPI Cleveland Development LLC who acknowledged the execution of the foregoing instrument as the duly authorized representative thereof, and that the same is his voluntary act and deed as said representative and the voluntary act and deed of said company. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal at ____________, ______________ on the day and year aforesaid. [SEAL] ______________________________________ STATE OF _______________ ) ) SS: COUNTY OF _____________ ) On this ______ day of ____________, 2009, before me a Notary Public in and for said County and State, personally appeared __________________, being the _______________ of Cleveland MMCC LLC who acknowledged the execution of the foregoing instrument as the duly authorized representative thereof, and that the same is his voluntary act and deed as said representative and the voluntary act and deed of said company. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal at ____________, __________________ on the day and year aforesaid. [SEAL] ______________________________________ CLEVELAND/1048597.12 SCHEDULE I DEFINITIONS (a) “5- Year Restricted Period” shall have the meaning set forth in Section 5.2(b) hereof. (b) “Acquisition Date” shall have the meaning set forth in Section 1.3(a) hereof. (c) “Affiliates” of any person means any other person Controlling, Controlled by or under Common Control with the first person. (d) “Agreement” shall have the meaning set forth in the preamble hereto. (e) “Applicable Laws” means all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state and local governments, courts departments, commissions, boards and officers. (f) “Arbitration Dispute” shall have the meaning set forth in Section 11.1(a). (g) “Arbitration Dispute Notice” shall have the meaning set forth in Section 11.1(c). (h) “Arbitration Dispute Resolution Process” shall mean, with respect to matters under this Agreement, the dispute resolution process set forth in Article XI, and, with respect to matters under Financing Agreements, a dispute resolution process substantially similar to the dispute resolution process set forth in Article XI to be set forth in the applicable Financing Agreements. (i) “Auditable Records” shall have the meaning set forth in Section 12.16(a). (j) “Available Funds” shall mean, in the aggregate, the Bond Proceeds and the Non-Bond Proceeds. (k) “Benchmarks” shall have the meaning set forth in Section 5.1(d)(ii). (l) “Bonds” shall have the meaning set forth in Section 7.1(c). (m) “Bond Proceeds” means the proceeds of the Bonds net of any portion thereof used for the payment of costs of issuance of the Bonds or for the funding of debt service reserves required by the Financing Agreements. (n) “Budget” and “Schedule” shall have the meaning set forth in Section 2.6(a) hereof. (o) “Builder’s Risk Policy” shall have the meaning set forth in Section 12.1(b) hereof. (p) “Business Days” shall mean a day of the year on which commercial banks are not required or authorized to be closed for business in Cleveland, Ohio. (q) “Capital Reserve Fund” shall have the meaning set forth in Section 6.6 hereof. (r) “Capital Reserve Schedule” shall have the meaning set forth in Section 6.6 hereof. (s) “City” shall have the meaning set forth in Section 2.8(d) hereof. - 2 - CLEVELAND/1048597.12 (t) “Conceptual Design Plans” shall have the meaning set forth in Section 2.4(a) hereof. (u) “Conceptual Plan Start Date” shall have the meaning set forth in Section 2.4(a) hereof. (v) “Confidential Information” shall have the meaning set forth in Section 12.15(a) hereof. (w) “Construction Certification” shall have the meaning set forth in Section 7.3(e). (x) “Construction Cost-Reserve Fund” shall have the meaning set forth in Section 5.2(a). (y) “Construction Guarantee” shall have the meaning set forth in Section 12.1(b) hereof. (z) “Construction Management Agreement” means a construction management agreement entered into between the County and the Developer (or MMPI, as determined by the Developer and MMPI) simultaneously with the Lease, setting forth the duties and obligations of the Developer (and/or MMPI) with regard to the construction of the Facility. (aa) “Construction Management/Developer Fee” shall have the meaning set forth in Section 6.2 hereof. (bb) “Construction Period” shall mean the period commencing on the Lease Commencement Date and terminating on the date of the Facility Opening. (cc) “Contribution Shortfall” shall have the meaning set forth in Section 4.2(b) hereof. (dd) “Construction Trust Fund” shall have the meaning set forth in Section 7.3(d) hereof. (ee) “Control” or “Controlled” shall mean (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise and (ii) the ownership, direct or indirect, of no less than 51% of the voting securities of such Person, and the terms Controlled, Controlling and Common Control shall have correlative meanings. (ff) “Convention Facilities” shall have the meaning set forth in the recitals to this Agreement. (gg) “County” shall have the meaning set forth in the preamble to this Agreement. (hh) “County Contingency Fund” shall have the meaning set forth in Section 2.6(a) hereof. (ii) “County Payments” shall have the meaning set forth in Section 5.1(d)(v) hereof. (jj) “County Plan Objections” shall have the meaning set forth in Section 2.8(c) hereof. (kk) “County Rent Reserve” shall have the meaning set forth in Section 7.1(a) hereof. (ll) “County Representative” shall have the meaning set forth in Section 1.1(c) hereof. (mm) “County Requirements” shall mean the attributes and components set forth on attached Exhibit A. (nn) “County Termination Notice” shall have the meaning set forth in Section 2.8(c) hereof. - 3 - CLEVELAND/1048597.12 (oo) “CW” shall have the meaning set forth in Section 11.2(b). (pp) “Design Budget” shall have the meaning set forth in Section 2.2 hereof. (qq) “Design Development Plans” shall have the meaning set forth in Section 2.5(a) hereof. (rr) “Design Option” shall have the meaning set forth in Section 2.4(a) hereof. (ss) “Developer” shall have the meaning set forth in the preamble to this Agreement. (tt) “Developer Plan Objections” shall have the meaning set forth in Section 2.8(b) hereof. (uu) “Developer Revenue” shall have the meaning set forth in Section 7.3(b) hereof. (vv) “Developer Termination Notice” shall have the meaning set forth in Section 2.8(b) hereof. (ww) “Diligence Objections” shall have the meaning set forth in Section 1.2(b) hereof. (xx) “Disagreement Notice” shall have the meaning set forth in Section 1.2(b) hereof. (yy) “Effective Date” shall have the meaning given thereto in the preamble to this Agreement. (zz) “Environmental Policy” shall have the meaning set forth in Section 12.1(b) hereof. (aaa) “Equivalent Dollars” shall mean the equivalent purchasing power at any time of the value of the same number of U.S. Dollars as of January 1, 2009. The Equivalent Dollars of any amount shall be determined by multiplying said amount by one (1) plus a fraction (but not less than zero) expressed as a percentage, the numerator of which is the difference obtained by subtracting (x) the Consumer Price Index for January 1, 2009 from (y) the monthly Consumer Price Index (as hereinafter defined) last published prior to the date of such determination, and the denominator of which is the Consumer Price Index for December 31, 2008. As used herein, the term “Consumer Price Index” shall mean the Consumer Price Index - All Urban Consumers – U.S. All Items (Base Year 1982-4 = 100) for the applicable month published by the Bureau of Labor Statistics of the United States Department of Labor or, if such index is no longer available, a substitute index selected by the County that is available to the general public and is intended and commonly used to measure or reflect relative increases and decreases in consumer prices over time. (bbb) “Escalation Factor” shall have the meaning set forth in Section 5.1(d)(v)(C) hereof. (ccc) “Excess Construction Costs” shall have the meaning set forth in Section 7.3(e). (ddd) “Facility” shall have the meaning set forth in the recitals to this Agreement. (eee) “Facility Opening” shall mean the opening of the Facility following (i) certification (which shall be reasonably satisfactory to the County) by the Developer that the construction of the Facility has been substantially completed and (ii) the issuance of temporary and/or permanent certificates of occupancy that allows for the operation of substantially the entire Facility. (fff) “Feasibility Plans” shall have the meaning set forth in Section 2.3(a). - 4 - CLEVELAND/1048597.12 (ggg) “Final Plans” shall have the meaning set forth in Section 2.7(a) hereof. (hhh) “Financing Agreements” shall mean the Trust Indenture, the Loan Agreement, the Land Lease, the Lease, the Sublease, the Operating Agreement, the Construction Management Agreement and other bond-financing and operating agreements (as determined by the County to be reasonably necessary) entered into in connection with the issuance of the Bonds, the funding of the Project, the construction and operation of the Facility by the Developer. (iii) “Hazardous Material” means any substance or material identified now or in the future as hazardous under any federal, state or local law or regulation, or any other substance or material which may be considered hazardous or otherwise subject to statutory or regulatory requirements governing handling, disposal or clean-up. (jjj) “Indenture” shall have the meaning give to it in Section 7.3(b) hereof. (kkk) “Indenture Trustee” shall have the meaning set forth in Section 7.3(b) hereof. (lll) “Independent Expert” shall have the meaning set forth in Section 11.2(a) hereof. (mmm) “Independent Expert Notice” shall have the meaning set forth in Section 11.1(e) hereof. (nnn) “Independent Expert Proposal” shall have the meaning set forth in Section 11.1(f) hereof. (ooo) “Initial Benchmark Date” shall have the meaning set forth in Section 4.1(a). (ppp) “Initial Project Benchmark Condition” shall have the meaning set forth in Section 4.1(a)(ii) hereof. (qqq) “Initial Tenants” shall have the meaning set forth in Section 4.1(a)(i) hereof. (rrr) “Initial Trade Shows” shall have the meaning set forth in Section 4.1(a)(ii) hereof. (sss) “Inspection” shall have the meaning set forth in Section 1.2(a) hereof. (ttt) “Inspection Period” shall have the meaning set forth in Section 1.2(a) hereof. (uuu) “Land Lease” shall mean the Land Lease Agreement between the Developer and the County pursuant to which the County will lease the Site to the Developer. (vvv) “Lease” shall mean the Lease Agreement between the Developer and the County pursuant to which the County will lease the Facility from the Developer. (www) “Lease Commencement Date” shall have the meaning set forth in Section 5.3(b). (xxx) “Lease Summary shall have the meaning set forth in Section 12.16(c). (yyy) “Loan” shall have the meaning set forth in Section 7.3(a) hereof. (zzz) “Loan Agreement” shall have the meaning set forth in Section 7.3(a) hereof. (aaaa) “MMPI” shall have the meaning set forth in the preamble hereto - 5 - CLEVELAND/1048597.12 (bbbb) “MMPI Contribution” shall have the meaning set forth in Section 4.2(a) hereof. (cccc) “MMPI Development Costs” shall mean Predevelopment Costs, Tenant Lease-Up Costs and other costs paid to third parties directly related to the development and construction of the Project or for otherwise enhancing and expediting the successful completion, opening and operation of the Facility. (dddd) “Medical Mart” shall have the meaning set forth in the recitals to this Agreement. (eeee) “Monthly Base Rental Payment” shall have the meaning set forth in Section 5.1(d)(iv) hereof. (ffff) “Monthly Loan Payment” shall have the meaning set forth in Section 7.4(a) hereof. (gggg) “Non-Bond Proceeds” means an amount of Nontax Revenues of the County (i) that does not exceed the aggregate amount of Sales Tax Proceeds collected by the County prior to the issuance of the Bonds and (ii) that the County has determined to use to fund a portion of the advances under the Loan Agreement or otherwise to pay costs of the Project. (hhhh) “Nontax Revenues” means all moneys of the County which are not moneys raised by taxation, to the extent available for the purpose of making the County Payments including, but not limited to the following: (a) grants from the United States of America and the State of Ohio; (b) payments in lieu of taxes now or hereafter authorized by State of Ohio statute to the extent not pledged to pay debt charges on other County indebtedness; (c) fines and forfeitures which are deposited in the County’s General Fund; (d) fees deposited in the County’s General Fund for services provided and from properly imposed licenses and permits; (e) investment earnings on the County’s General Fund; (f) investment earnings on other funds of the County that are credited to the County’s General Fund; (g) proceeds from the sale of assets which are deposited in the County’s General Fund; (h) gifts and donations; and (i) all rental payments which are deposited in the County’s General Fund. (iiii) “Operating Agreement” shall mean a operating agreement by and between the County and the Operator setting forth certain agreements, including standard operating covenants, relating to the operation of the Facility. (jjjj) “Operating Fund” shall have the meaning set forth in Section 5.2(b). (kkkk) “Operator” shall have the meaning set forth in the preamble hereto. (llll) “Operator Revenue” shall have the meaning set forth in Section 7.3(b) hereof. (mmmm) “Parking Facilities” shall have the meaning set forth in the recitals to this Agreement. (nnnn) “Permitted Debt” shall mean indebtedness permitted by the Lease or other Financing Agreements. (oooo) “Pending Dispute Fund shall have the meaning set forth in Section 11.1(k). (pppp) “Permitted Encumbrances” shall have the meaning set forth in Section 5.1(g)(vii) hereof. - 6 - CLEVELAND/1048597.12 (qqqq) “Permitted Manager” shall mean any entity which, together with its Affiliates, has under management at least three (3) trade, convention or hospitality facilities with a minimum size of not less than 250,000 square feet and with annual gross revenues of not less than $25,000,000. (rrrr) “Permitted Transferee” shall mean the (i) County, (ii) any other governmental entity established under the laws of the State of Ohio, and (iii) any other entity (a) with a net worth together with its Affiliates, as of the date of the transfer of at least $100 million (exclusive of the Project), (b) who, immediately prior to such transfer, controls, together with its Affiliates real estate equity assets of at least $200 Million. . (ssss) “Permitted Transfers” shall mean any transfer to (a) any entity which is directly or indirectly Controlled by or is under Common Control with MMPI, Vornado Realty Trust or Vornado Realty L.P. or (b) a Permitted Transferee provided that the Facility will remain under the management of a Permitted Manager, provide, however, any transfer described in clause (b) on or before ten (10) years of the Effective Date shall not occur without the written consent of the County. (tttt) “Phase I Survey” shall have the meaning set forth in Section 1.2(a)(i). (uuuu) “Plan of Finance” shall have the meaning set forth in Section 7.1(a) hereof. (vvvv) “Plans” shall mean the Feasibility Plans, the Conceptual Design Plans, the Design Development Plans, the Budget and Schedule and the Final Plans. (wwww) “Pledged Revenue” shall have the meaning set forth in Section 7.3(b) hereof. (xxxx) “Pre-Agreement Costs” shall have the meaning set forth in Section 3.1 hereof. (yyyy) “Pre-Agreement Cost Report” shall have the meaning set forth in Section 3.1 hereof. (zzzz) “Predevelopment Costs” shall mean actual cash expenditures incurred by the Developer, or by MMPI on behalf of Developer, and paid to third parties in connection with planning the development and construction of the Project, or otherwise for the purpose of furthering the Project and meeting the goals of this Agreement and the transaction contemplated hereby, prior to the start of construction, including, without limitation, evaluation of alternative sites for the Site, presentations to public officials regarding the Project, preliminary cost estimating and Project sizing, engineering and environmental studies, due diligence and Inspection, preparation of Plans, negotiation and preparation of construction, engineering and architects and other consultants’ contracts, and negotiation and preparation of the Purchase and Sale Agreement. (aaaaa) “Project” shall have the meaning set forth in the recitals to this Agreement. (bbbbb) “Public Events” shall mean activities of a governmental or public nature which do not compete with the business or purpose of the Facility, do not interfere with scheduled activities or use of the Facility and which are conducted for charitable, governmental or public purposes, and not for the purpose of generating a profit. (ccccc) “Purchase Agreement Notice” shall have the meaning set forth in Section 1.1(d) hereof. - 7 - CLEVELAND/1048597.12 (ddddd) “Purchase and Sale Agreement” shall have the meaning set forth in Section 1.1(b). (eeeee) “Receiving Party” shall have the meaning set forth in Section 11.1(f) hereof. (fffff) “Review Period” shall have the meaning set forth in Section 4.1(c). (ggggg) “Sales Tax Proceeds” shall mean the 0.25% sales tax levied by the County pursuant to Resolution Nos. 073101 and 073102 adopted by the Board of County Commissioners on July 26, 2007. (hhhhh) “Seller” shall have the meaning set forth in Section 1.1(b) hereof. (iiiii) “Site” shall have the meaning set forth in Section 1.1(a) hereof. (jjjjj) “Site Selection Date” shall have the meaning set forth in Section 1.1(a) hereof. (kkkkk) “Site Selection Notice” shall have the meaning set forth in Section 1.1(a) hereof. (lllll) “Sublease” shall mean the Sublease Agreement between the County and the Developer pursuant to which the County will sublease the Facility to the Developer. (mmmmm) “Supplemental Payment” shall have the meaning set forth in Section 5.1(d)(v) hereof. (nnnnn) “Surety Bond” shall have the meaning set forth in Section 12.1(b) hereof. (ooooo) “Survey” shall have the meaning set forth in Section 1.2(a)(ii). (ppppp) “Tenant Lease-Up Costs” shall mean actual cash expenditures paid to third parties and incurred by the Developer, the Operator or MMPI in securing tenants, including the Initial Tenants, for the Medical Mart and trade shows or conferences, including the Initial Trade Shows, for the Convention Facilities. Tenant Lease-Up Costs include, without limitation, (i) costs incurred in building out tenant space, (ii) payments made to third parties to terminate obligations to hold trade shows in other locations, and (iii) incentive payments made to tenants and trade show owners and operators to locate in the Facility. (qqqqq) “Tenant Lease-Up Period” shall mean the period commencing on the Lease Commencement Date and terminating on the third (3rd) anniversary of the Facility Opening. (rrrrr) “Term” shall have the meaning set forth in Section 5.1(d)(i). (sssss) “Third Party Assurances” shall have the meaning set forth in Section 12.1(b) hereof. (ttttt) “Title Commitment” shall have the meaning set forth in Section 1.2(a) hereof. (uuuuu) “Title Policy” shall mean any Owner’s or Mortgagee policy issued with respect to the Site. (vvvvv) “Transaction Documents” shall have the meaning set forth in Section 12.1(a) hereof. CLEVELAND/1048597.12 EXHIBIT A COUNTY REQUIREMENTS [See Attached] CLEVELAND/1048597.12 CERTIFICATE OF DIRECTOR OF FINANCE The undersigned, fiscal officer of the County, hereby certifies that the money required to meet the obligations of the County during the year 2009 under the Agreement has been lawfully appropriated by the Commission of the County for such purposes and are in the treasury of the County or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio Revised Code. __________________________________ Director of Finance