SW8970713_HISTORICAL FILE_20090416 (2)

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 °110113
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
© HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
2oOq ny Ox
YYYYMMDD

IL
r
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins
Governor Director
April 16, 2009
Mr. Mark L. Maynard, Manager
Antiqua Apartments, LLC
PO Box 1229
Wilmington, NC 28402
Subject: State Stormwater Management Permit No. SW8 970713 Renewal
Antiqua Apartments
High Density Commercial Wet Detention Pond Project
New Hanover County
Dear Mr. Maynard:
Dee Freeman
Secretary
The Wilmington Regional Office received a complete renewal Stormwater Management Permit
Application for Antiqua Apartments on April 1, 2009. Staff review of the plans and specifications
has determined that the project, as proposed, will comply with the Stormwater Regulations set
forth in Title 15A NCAC 2H.1000 effective September 1, 1995. We are forwarding Permit No.
SW8 970713 dated April 16, 2009, for the construction of the subject project.
This permit shall be effective from the date of issuance until January 9, 2018, and shall be
subject to the conditions and limitations as specified therein. Please pay special attention to the
Operation and Maintenance requirements in this permit. Failure to establish an adequate
system for operation and maintenance of the stormwater management system will result in
future compliance problems.
The re -issuance of this stormwater permit does not imply that the site is currently in compliance
with the terms and conditions of this state stormwater permit. The plans previously approved on
January 9, 1998 remain in full force and effect.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the
right to request an adjudicatory hearing upon written request within thirty (30) days following
receipt of this permit. This request must be in the form of a written petition, conforming to
Chapter 150E of the North Carolina General Statutes, and filed with the Office of Administrative
Hearings, P.O. Drawer 27447, Raleigh, NC 27611-7447. Unless such demands are made this
permit shall be final and binding.
If you have any questions, or need additional information concerning this matter, please contact
Angela Hammers, or me at [phone].
Sincerely,
A
4 S�
Georget a Scott
Stormwater Supervisor
Division of Water Quality
GDS/ akh: S:\WQS\STORMWATER\PERMIT\970713ren.apr09
cc:, Jeff Malpass, Malpass Engineering
Beth E. Wetherill, New Hanover County Engineering
Angela Hammers WiRO Central Files
Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405 One
Phone: [phone] FAX: [phone] Customer Service: 1-877623-6748 North Carotin a.
Internet: v .ncwaterquality,org Y./ �/ a �a`uI4"l y
An Equal Opportunity l Affirmative Action Employer m

w
State Stormwater Management Systems
Permit No. SW8 970713
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY COMMERCIAL DEVELOPMENT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of
North Carolina as amended, and other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
Mark L. Maynard & Antiqua Apartments, LLC
Antiqua Apartments
3810 Portifino Ct., Wlimington, New Hanover County
FOR THE
construction, operation and maintenance of one wet detention pond(s) in compliance
with the provisions of 15A NCAC 2H .1000 effective September 1, 1995 (hereafter
referred to as the "stormwater rules') and the approved stormwater management plans
and specifications and other supporting data as attached and on file with and approved
by the Division of Water Quality and considered a part of this permit.
This permit shall be effective from the date of issuance until January 9, 2018, and shall
be subject to the following specified conditions and limitations:
I. DESIGN STANDARDS
This permit is effective only with respect to the nature and volume of stormwater
described in the application and other supporting data.
2. This stormwater system has been approved for the management of stormwater
runoff as described in Section 1.7 on page 3 of this permit. The stormwater
control has been designed to handle the runoff from 292,850 square feet of
impervious area.
3. The tract will be limited to the amount of built -upon area indicated on page 3 of
this permit, and per approved plans. The built -upon area for the future
development is limited to 0 square feet.
4. All stormwater collection and treatment systems must be located in either
dedicated common areas or recorded easements. The final plats for the project
will be recorded showing all such required easements, in accordance with the
approved plans.
5. The runoff from all built -upon area within the permitted drainage area(s) of this
project must be directed into the permitted stormwater control system.
Page 2 of 5

State Stormwater Management Systems
Permit No. SW8 970713
91
The following design criteria have been provided in the wet detention pond and
must be maintained at design condition:
a.
Drainage Area, 9cres:
10.52
Onsite, ft :
458,251
Offsite, ft2:
0
b.
Total Impervious Surfaces, ft2:
292,850
C.
Design Storm, inches:
1
d.
Average Pond Design Depth, feet:
7.5
e.
TSS removal efficiency:
90%
f.
Permanent Pool Elevation, FMSI�:
10
9.
Permanent Pool Surface Areq, ft :
15,073
hh.
Permitted Storage Volume, ft :
30,699
i.
Temporary Storage Elevation, FMSL:
11.5
j.
Controlling Orifice:
2"0 pipe
k.
Permitted Forebay Volume, ft3:
7,623
I.
Fountain Horsepower, HP
1/8
M.
Receiving Stream/River Basin:
Barnard's
n.
Stream Index Number:
18-80
o.
Classification of Water Body:
"C Sw"
IL SCHEDULE OF COMPLIANCE
Creek / Cape Fear
The stormwater management system shall be constructed in its entirety,
vegetated and operational for its intended use prior to the construction of any
built -upon surface.
During construction, erosion shall be kept to a minimum and any eroded areas of
the system will be repaired immediately.
The permittee shall at all time provide the operation and maintenance necessary
to assure the permitted stormwater system functions at optimum efficiency. The
approved Operation and Maintenance Plan must be followed in its entirety and
maintenance must occur at the scheduled intervals including, but not limited to:
a. Semiannual scheduled inspections (every 6 months).
b. Sediment removal.
C. Mowin.9 and re -vegetation of slopes and the vegetated filter.
d. Immediate repair of eroded areas.
e. Maintenance of all slopes in accordance with approved plans and
specifications.
f. Debris removal and unclogging of outlet structure, orifice device, flow
spreader, catch basins and piping.
q. Access to the outlet structure must be available at all times.
4. Records of maintenance activities must be kept and made available upon
request to authorized personnel of DWQ. The records will indicate the date,
activity, name of person performing the work and what actions were taken.
Decorative spray fountains will be allowed in the stormwater treatment system,
subject to the following criteria:
a. The fountain must draw its water from less than 2' below the permanent
pool surface.
b. Separated units, where the nozzle, pump and intake are connected by
tubing, may be used only if they draw water from the surface in the
deepest part of the pond.
c. The falling water from the fountain must be centered in the pond, away
from the shoreline.
d. The maximum horsepower for a fountain in this pond is 1/8 horsepower.
Page 3 of 5

State Stormwater Management Systems
Permit No. SW8 970713
6. The facilities shall be constructed as shown on the approved plans. This permit
shall become void unless the facilities are constructed in accordance with the
conditions of this permit, the approved plans and specifications, and other
supporting data.
Upon completion of construction, prior to issuance of a Certificate of Occupancy,
and prior to operation of this permitted facility, a certification must be received
from an appropriate designer for the system installed certifying that the permitted
facility has been installed in accordance with this permit, the approved plans and
specifications, and other supporting documentation. Any deviations from the
approved plans and specifications must be noted on the Certification. A
modification may be required for those deviations.
8. If the stormwater system was used as an Erosion Control device, it must be
restored to design condition prior to operation as a stormwater treatment device,
and prior to occupancy of the facility.
9. Access to the stormwater facilities for inspection and maintenance shall be
maintained via appropriate recorded easements at all times.
10. The permittee shall submit to the Director and shall have received approval for
revised plans, specifications, and calculations prior to construction, for any
modification to the approved plans, including, but not limited to, those listed
below:
a. Any revision to any item shown on the approved plans, including the
stormwater management measures, built -upon area, details, etc.
b. Project name change.
C. Transfer of ownership.
d. Redesign or addition to the approved amount of built -upon area or to the
drainage area.
e. Further development, subdivision, acquisition, lease or sale of any, all or
part of the project area. The project area is defined as all property owned
by the permittee, for which Sedimentation and Erosion Control Plan
approval or a CAMA Major permit was sought.
f. Filling in, altering, or piping of any vegetative conveyance shown on the
approved plan.
11. Prior to the construction of any permitted future areas shown on the approved
plans, the permittee shall submit final site layout and grading plans to the
Division for approval.
12. A copy of the approved plans and specifications shall be maintained on file by
the Permittee at all times.
13. The Director may notify the permittee when the permitted site does not meet one
or more of the minimum requirements of the permit. Within the time frame
specified in the notice, the permittee shall submit a written time schedule to the
Director for modifying the site to meet minimum requirements. The permittee
shall provide copies of revised plans and certification in writing to the Director
that the changes have been made.
III. GENERAL CONDITIONS
This permit is not transferable to any person or entity except after notice to and
approval by the Director. In the event of a change of ownership, or a name
change, the permittee must submit a completed Name/Ownership Change Form
signed by both parties, to the Division of Water Quality, accompanied by the
supporting documentation as listed on page 2 of the form. The approval of this
request will be considered on its merits and may or may not be approved.
Page 4 of 5

State Stormwater Management Systems
Permit No. SW8 970713
The permittee is responsible for compliance with all permit conditions until such
time as the Division approves the transfer request. Neither the sale of the project
nor the transfer of common area to a third party constitutes an approved transfer
of the stormwater permit.
Failure to abide by the conditions and limitations contained in this permit may
subject the Permittee to enforcement action by the Division of Water Quality, in
accordance with North Carolina General Statute 143-215.6A to 143-215.6C.
4. The issuance of this permit does not preclude the Permittee from complying with
any and all statutes, rules, regulations, or ordinances, which may be imposed by
other government agencies (local, state, and federal) having jurisdiction.
5. In the event that the facilities fail to perform satisfactorily, including the creation of
nuisance conditions, the Permittee shall take immediate corrective action,
including those as may be required by this Division, such as the construction of
additional or replacement stormwater management systems.
6. The permittee grants DENR Staff permission to enter the property during normal
business hours for the purpose of inspecting all components of the permitted
stormwater management facility.
7. The permit remains in force and effect until modified, revoked, terminated or
renewed. The permit may be modified, revoked and reissued or terminated for
cause. The filing of a request for a permit modification, revocation and re -
issuance or termination does not stay any permit condition.
8. Unless specified elsewhere, permanent seeding requirements for the stormwater
control must follow the guidelines established in the North Carolina Erosion and
Sediment Control Planning and Design Manual.
9. Approved plans and specifications for this project are incorporated by reference
and are enforceable parts of the permit.
10. The permittee shall notify the Division of any name, ownership or mailing address
changes at least 30 days prior to making such changes.
11. The permittee shall submit a permit renewal request at least 180 days prior to the
expiration date of this permit. The renewal request must include the appropriate
documentation and the processing fee.
Permit issued this the 16th day of April 2009.
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
cSe�
tot, uoiee �umns, Director
Division o Water Quality
By Authority of the Environmental Management Commission
Page 5 of 5

�bF WA' fq Michael F. Easley, Governor
�0 G William G. Ross Jr., Secretary
0 r North Carolina Department of Environment and Natural Resources
DLU
p-( Coleco H. Sullins, Director
Division of Water Quality
WATER QUALITY SECTION
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
CURRENT PERMIT INFORMATION: ,
Stormwater Management Permit Number:I SWS 170713
Permit Holder's Name: 500 Of _ W )M4i4 11
Signing official's Name: up J%Aan SVlllff f3 Title: I1'8S)deMf
(pIJ o 0, lega yU ssp nsible for permit)
Mailing Address: t
City: Wi State: /VC Zip: 2S 406
Phone: (410) -7 1- 11 q6 Fax: (910 ) 15Z- 020
NEW OWNER / PROJECT / ADDRESS INFORMATION:
This request is for: (please check all that apply)
�a. Change in ownership of the property/company (Please complete Items #2,
43, and #4 below)
b. Name change of project (Please complete Item #5 below)
C. Mailing address change. (Please complete Item #4 below)
d. Other (please explain):
2. New owner's name to be put on permit: AN1-rL qxa �PF2TmENTS (. L
3. New owner's signing official's name and title: MA,-L<<- t-- M P'IN P L9
Title: MArf X (t s a-
4. New Mailing Address: ?. O - goy- 12 7-5
City: State: N C-- Zip.
Phone: (qw) 2rl- Sa3ct Fax: (9(o) Zs(- 5'(8e
5. New Project Name to be placed on permit: kr4 T ( 0"A /�Pp 2 rMENC 5
Ownership/Name Change-080808
Page 1 of 3

14
PERMIT NAME/OWNERSHIP CHANGE FORM
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION OF WATER
QUALITY UNLESS ALL OF THE APPLICABLE ITEMS LISTED BELOW ARE INCLUDED
WITH THE SUBMITTAL.
REQUIRED ITEMS:
t . This completed form.
2. Legal documentation of the transfer of ownership.
3. A copy of the recorded deed restrictions, if required by the permit.
4. The designer's certification, if required by the permit.
5. A signed Operation and Maintenance plan, if a system that requires maintenance will
change ownership.
6. Maintenance records.
CERTIFICATION MUST BE COMPLETED AND SIGNED BY BOTH THE CURRENT PERMIT
HOLDER AND TF E ff EW APPLICANT IN THE CASE OF A CT A`0E OF OWNERSHIP.
FOR NAME CHANGES, COMPLETE AND SIGN ONLY THE CURRENT PERMITTEE'S
CERTIFICATION.
Current
� Permittee's Certification:
I, I vc,-�,j ��.Je-rS , attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge. I
understand that if all required parts of this application are not completed and that if all required
supporting information and att chments are not included, this application package will be
returned as inco-rpolete.
New Applicant's Certification: (Must be completed for all transfers of ownership)
I, /Elam ffigVnt;I , attest that this application for an ownership
change has been reviewed and is accurate and complete to the best of my knowledge. I
understand that if all required parts of this application are not completed and that if all required
supporting information and attachments are not included, this application package will be
returned as incomplete.
Sig
-Z
Mail the entire package to: NCDENR Division of Water Quality
Surface Water Protection Section - Stormwater
at the Appropriate Contact Address (see the following page)
Ownership/Name Change-080808 Page 2 of 3

DWQ USE ONLY
Date Received
Fee Paid
Permit Number
—�-09
S045�.0o
SJF 70 O
State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STORMWATER MANAGEMENT PERMIT APPLICATION FORM
This form may be photocopied for use as an original
1. GENERAL INFORMATION
1. Applicants name (specify the name of the corporation, individual, etc. who owns the project):
Sanco of Wilmington
2. Print Owner/Signing Official's name and title (person legally responsible for facility and compliance):
Nathan Sanders, President
3. Mailing Address for person listed in item 2 above:
City: Wilmington State: NC Zip: 28406
Phone ( 910 ) 791-1196 Fax: ( 9lo ) ES L-02 Cv
Email:SAop..rLSW �M,14GTo0@ GMA.lc.'C0M
4. Project Name (subdivision, facility, or establishment name - should be consistent with project name on plans,
specifications, letters, operation and maintenance agreements, etc.):
Antigua Apartments
5. Location of Project (street address):
City: Wilmington County: New Hanover Zip: 28412
6. Directions to project (from nearest major intersection):
From intersection of US 421 (Carolina Beach Rd) & US 117 (Shipyard Blvd) travel approx. 1.2 miles south on
US 42"I 'Turn right on Independence Blvd & travel approx. 0.4 miles. Turn left on Portofino Ct to enter site.
7. Latitude: 34' "10' 13" N Longitude: 77° 55' 45" W of project
8. Contact person who can answer questions about the project:
Name: Nathan Sanders Telephone Number: ( 910 ) 791-1196
Email: SQnt�PrlW�nuno}an�r 9tnQ�,COrn
11. PERMIT INFORMATION:
1. Specify whether project is (check one):
[]New
®Renewal ❑Modification
Fonn SWU-101 Version 09.25.08 Pagel of4

2. If this application is being submitted as the result of a renewal or modification to an existing permit, list the
'bxisting permit number SW8 970713 and its issue date (if known) January , 1998
3. Specify the type of project (check one):
❑Low Density El-ligh Density ❑Redevelop ❑General Permit ❑Universal SNIP ❑Other
4. Additional Project Requirements (check applicable blanks; information on required state permits can be
obtained by contacting the Customer Service Center at 1-877-623-6748):
❑CAMA Major ❑Sedimentation/Erosion Control ❑404/401 Permit ❑NPDES Industrial Stormwater
III. PROJECT INFORMATION
1. In the space provided below, summarize how stormwater will be treated. Also attach a detailed narrative
(one to two pages) describing stormwater management for the project.
Stormwater is treated in a wet pond.
2. Stornnvater runoff from this project drains to the Cape Fear River basin.
3. Total Property Area: 15.186 acres 4. Total Coastal Wetlands Area: acres
5. Total Property Area (3) - Total Coastal Wetlands Area (4) = Total Project Area**:_
6. (Total Impervious Area / Total Project Area) X 100 = Project Built Upon Area (BUA):
7. How many drainage areas does the project have? 1
8. Complete the following information for each drainage area. If there are more than two drainage areas in the
project, attach an additional sheet with the information for each area provided in the same format as below.
For high density projects, cow lete the table with one drainage area for each engineered stormwater device.
Basin Information
Drainage Area 1
Drainage Area 2
Receiving Stream Name
Barnards Creek
Stream Class & Index No.
C; Sw 18-80
Total Drainage Area (st)
458,251
On -site Drainage Area (so
458,251
Off -site Drainage Area (so
-
Existing Impervious* Area (so
-
Proposed Impervious*Area (sf)
292,850
hnpervinus* Area (total)
63.91
Impervious* Surface Area
Drainage Area 1
Drainage Area 2
On -site Buildings (sf)
96,000
On -site Streets (so
22,750
On -site Parking (so
174,100
On -site Sidewalks (so
included in parking area
Other on -site (so
Off -site (so
-
Total (so:
292,850
* Impervious area is defined as the built upon area including, but not limited to, buildings, rands, parking areas,
sidewalks, gravel areas, etc.
**Total project area shall be calcidated to exclude Coastal Wetlands from use when calculating the built upon area
percentage calculation. This is the area used to calculate overall percent project built upon area (BUA).
Form SWU-101 Version 09.25.08 Page 2 of 4

9. .Flow was the off -site impervious area listed above derived?
14
Projects in Union County: Contactthe DWQ Central Office sa ff to check to see if you project is located
within a Threatened & Endangered Species watershed that may be subject to more stringent stornnvater
requirements.
IV. DEED RESTRICTIONS AND PROTECTIVE COVENANTS
One of the following property restrictions and protective covenants are required to be recorded for all
subdivisions, outparcels and future development prior to the sale of any lot. If lot sizes vary significantly, a table
listing each lot number, size and the allowable built -upon area for each lot must be provided as an attachment.
Forms can be downloaded from httl2://l12o.eni-.state.iic.us/su/biiip forms.htm - deed restrictions.
Form DRPC-I
High Density Commercial Subdivisions
Form DRPC-2
High Density Developments with Outparcels
Form DRPC-3
High Density Residential Subdivisions
Form DRPC-4
Low Density Commercial Subdivisions
Form DRPC-5
Low Density Residential Subdivisions
Form DRPC-6
Low Density Residential Subdivisions with Curb Outlets
By your signature below, you certify that the recorded property restrictions and protective covenants for this
project shall include all the applicable items required in the above form, that the covenants will be binding
on all parties and persons claiming under them, that they will run with the land, that the required covenants
cannot be changed or deleted without concurrence from the NC DWQ and that they will be recorded prior to
the sale of any lot.
V. SUPPLEMENT FORMS
The applicable state stormwater management permit supplement form(s) listed below must be submitted for each
BMP specified for this project. Contact the Stormwater Permitting Unit at [phone] for the status and
availability of these forms. Forms can be downloaded from httu://h2o.enr state.nc.Us/su/`bml2 forms.htm.
Form SW401-1.ow Density
Form SW401-Curb Outlet System
Form SW401-Off-Site System
Form SW401-Wet Detention Basin
Form SW401-Infiltration Basin
Form SW401-Infiltration "french
Form SW401-Bioretention Cell
Form SW401-Level Spreader
Form SW401-Wetland
Form SW401-Grassed Swale
Form SW401-Sand Filter
Form SW401-Permeable Pavement
Form SW401-Cistern
Low Density Supplement
Curb Outlet System Supplement
Off -Site System Supplement
Wet Detention Basin Supplement
Infiltration Basin Supplement
Underground Infiltration Trench Supplement
Bioretention Cell Supplement
Level Spreader/Filter Strip/Restored Riparian Buffer Supplement
Constructed Wetland Supplement
Grassed Swale Supplement
Sand Filter Supplement
Permeable Pavement Supplement
Cistern Supplement
Form SWU-101 Version 09.25.09 Page 3 of 4

VI.SUBMITTAL REQUIREMENTS
Only complete application packages will be accepted and reviewed by the Division of Water Quality (DWQ).
A complete package includes all of the items listed below. The complete application package should be
submitted to the appropriate DWQ Office. (Appropriate office may be found by locating project on the
interactive online map at htto•//h2o.enr state.nc.us/su/msi maps.hun)
1. Please indicate that you have provided the following required information by initialing in the space provided
next to each item.
Initials
• Original and one copy of the Stormwater Management Permit Application Form
JBM
• Original and one copy of the Deed Restrictions & Protective Covenants Form (if
J/A
required as per Part IV above)
NIA
• Original of the applicable j!L1O&M agreement(s) for each BMP
_
• Permit application processing fee of $505 (Express: $4,000 for 1-ID, $2,000 for LD)
JSM
payable to NCDENR
• Calculations & detailed narrative description of stormwater treatment/management
NA
• Copy of any applicable soils report
At
• Two copies of plans and specifications (sealed, signed & dated), including:
✓ A
- Development/Project name
- Engineer and firm
- Legend
- North arrow
- Scale
- Revision number & date
- Mean high water line
- Dimensioned property/project boundary
- Location map with named streets or NCSR numbers
- Original contours, proposed contours, spot elevations, finished floor elevations
- Details of roads, drainage features, collection systems, and stormwater control measures
- Wetlands delineated, or a note on plans that none exist
- Existing drainage (including off -site), drainage easements, pipe sizes, runoff calculations
- Drainage areas delineated
- Vegetated buffers (where required)
VI1. AGENT AUTHORIZATION
If you wish to designate authority to another individual or firm so that they may provide information on your
behalf (such as additional information requests), please complete this section. (ex. designing engineer or firm)
Designated agent (individual or firm): Malpass Engineering P.C.
Mailing Address: 1134 Shipyard Blvd
City: Wilmington State: NC Zip: 28412
Phone: ( 910 ) 392-5243
Email: ref fma I pass©bizee. r r.com
Vill. APPLICANT'S CERTIFICATION
Fax: ( 910 ) 392-5203
I, (print or hype name of person listed in General Information, item 2) Nathan Sanders
certify that the information included on this permit application form is, to the best of my knowledge, correct and
that the project will be constructed in conformance with the approved plans, that the required deed restrictions
and protective covenants will be reded, , that the proposed project complies with the requirements of 15A
c
NCAC 21-I .1000. n � / z n
Signatu
Date: /0 () / 10e
Form SWU-101 Version 09.25.08 Page 4 of

Permit: SW8970713
County: New Hanover
Region: Wilmington
Compliance Inspection Report
Effective:01/09/98 Expiration:
Contact Person: Mark L Maynard Title: Manager
Directions to Project:
Off ST 1186 Behind 3810 Portifino Ct.
Type of Project: State Stormwater- HD - Detention Pond
Drain Areas: 1 - (Barnards Creek) (03-06-17) ( C;Sw)
On -Site Representative(s):
Related Permits:
Inspection Date: 04/06/2009 Entry Time: 03:00 PM
Primary Inspector: Angela K Hammers
Secondary Inspector(s):
Reason for Inspection: Routine
Permit Inspection Type: State Stormwater
Facility Status: ■ Compliant ❑ Not Compliant
Question Areas:
0 State Stormwater
(See attachment summary)
Owner: Antique Apartments LLC
Project: Antiqua Apartments
3810 Portif no Ct
Wilmington NC 28412
Phone: [phone]
Exit Time: 03:30 PM
Phone: [phone]
Ext.7317
Inspection Type: Stormwater
Page: 1

Permit: SW8970713 Owner - Project: Antiqua Apartments LLC
Inspection Date: 04/06/2009 Inspection Type: Stormwater Reason for Visit: Routine
Inspection Summary:
Based on this inspection, this permit is found in compliance. However, please note the following:
1. Be sure to follow the Pond Maintenance Requirement agreement.
2. Records of maintenance should be kept and made available upon request by authorized DWQ personnel.
Page: 2

Permit: SW8970713 Owner • Project: Antique Apartments LLC
Inspection Date: 04/06/2009 Inspection Type: Stormwaler Reason for Visit: Routine
File Review
Yes
No
NA
NE
Is the permit active?
■
❑
❑
❑
Signed copy of the Engineer's certification is in the file?
■
❑
❑
❑
Signed copy of the Operation & Maintenance Agreement is in the file?
■
❑
❑
❑
Copy of the recorded deed restrictions is in the file?
■
❑
❑
❑
Comment:
Built Upon Area
Yes
No
NA
NE
Is the site BUA constructed as per the permit and approval plans?
■
❑
❑
❑
Is the drainage area as per the permit and approved plans?
■
❑
❑
❑
Is the BUA (as permitted) graded such that the runoff drains to the system?
■
❑
❑
❑
Comment: Per the Engineer certificate received by DWQ on April 1, 2009, the as -built
drawing demonstrates that the BUA on site does not exceed the permitted BUA.
SW Measures
Yes
No
NA
NE
Are the SW measures constructed as per the approved plans?
■
❑
❑
❑
Are the inlets located per the approved plans?
■
❑
❑
❑
Are the outlet structures located per the approved plans?
■
❑
❑
❑
Comment:
Operation and Maintenance
Yes
No
NA
NE
Are the SW measures being maintained and operated as per the permit requirements?
■
❑
❑
❑
Are the SW BMP inspection and maintenance records complete and available for review or provided to DWO
❑
❑
❑
■
upon request? -
Comment: Note: Small areas of bare soil were observed on the north pond slope;
avoidance of scalping the vegetation should allow the vegetation to fill in on the pond
slopes.
Other Permit Conditions
Yes
No
NA
NE
Is the site compliant with other conditions of the permit?
■
❑
❑
❑
Comment: Transfer of Ownership and Renewal packages have been received by
DWQ on April 1, 2009.
Other WQ Issues
Yes
No
NA
NE
Is the site compliant with other water quality issues as noted during the inspection?
❑
❑
❑
❑
Comment
Page: 3

r
REC'D APR 12009
MALPASSENGINEERING, P.C.
1134 SHIPYARD BLVD.
WILMINGTON, NC 28412
PHONE: [phone]
FAX: [phone]
April 1, 2009
"fo: David Cox
NCDLNR-DWQ
Re: Antiqua Apartments
Mr. Cox:
We are transmitting to you the renewal application and change of ownership form for
Antiqua Apartments.
Thanks.

C20090990010
1110311eI2008 8:27 PM
LIMITED LIABILITY COMPANY
ANNUAL REPORT
NAME OF LIMITED LIABILITY COMPANY: ANTIQUA APARTMENTS LLC
STATE OF INCORPORATION: NC
SECRETARY OF STATE L.L.C. ID NUMBER: 0510047
NATURE OF BUSINESS: REAL ESTATE
REGISTERED AGENT: DAVID O. HAMILTON
SOSID: 0510047
Date Filed: 4/8/2008 8:12:00 AM
Elaine F. Marshall
North Carolina Secretary of State
C200809900163
FEDERAL EMPLOYER ID NUMBER: 56-2163729
REGISTERED OFFICE MAILING ADDRESS: 2602 IRONGATE DR., SUITE 201
WILMINGTON NC 28412
REGISTERED OFFICE STREET ADDRESS: 2602 IRONGATE DR., SUITE 201
WILMINGTON NC 28412
New Hanover
SIGNATURE OF THE NEW REGISTERED AGENT:
SIGNATURE CONSTITUTES CONSENT TO THE APPOINTMENT
PRINCIPAL OFFICE TELEPHONE NUMBER: 910-251-5030
PRINCIPAL OFFICE MAILING ADDRESS: PO BOX 1229
NC 28402
PRINCIPAL OFFICE STREET ADDRESS: 1510 S . THIRD STREET
WILMINGTON NC 28401
MANAGERSIMEMB ERSIORGAN IZERS:
Name: MARK L . MAYNARD
Title: MEMBER/MANAGER
Name: MAYNARD VENTURES, LLC
Title: MEMBER/MANAGER
Name:
Address: PO BOX 1229
City: WILMINGTON
Address: PO BOX 1229
City: WILMINGTON
Address:
City:
state: NC zip: 28402
state: NC zip: 28402
State: Zip
CERTIFICATION OF ANNUAL REPORT MUST BE COMPLETED BY ALL LIMITED LIABILITY COMPANIES
FORM MUST BE SI NED Bf A MANAGEWMEMBER DATE
,/X/AQ. C.. ,( AVAI4.e 0 LJEI /FJE�2 .C�A �/fl G E 2
TYPE OR PRINT NAME TYPE OR PRINT TITLE
ANNUAL REPORT FEE: $200 MAIL TO: Secretary of Stale 0 Corporations Division a Post Office Box 29525 0 Raleigh, NC 27626.0625

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VJ
July 16, 2007
Mr. Nathan Sanders, President
Sanco of Wilmington
P. O. Box 3167
Wilmington, NC 28406
Subject:: Stormwater Permit No. SW8970713
Antiqua Apartments
New Hanover County
Dear Mr. Sanders:
Michael IC Fasiey, Governor
William G. Ross Jr_ Secretary
North Carolina Department ul Enk ronment and Natura I Resources
Caicen 11 Sullins Dircctur
Division or Watcr Quality
The Division of Water Quality issued a Coastal Stormwater Management Permit, Number
SW8970713 to Sanco of Wilmington for a High Density pond to serve Antiqua Apartments on
1/9/1998. This permit will expire on 1/9/2008. Section .1003(h) of 15 A NCAC 2H .1000 (the
stormwater rules) requires that applications for permit renewals shall be submitted 180 days
prior to the expiration of a permit and must be accompanied by a processing fee, which is
currently set at $HBO° If this is still an active project please complete and submit the
V�Son enclosed renewal application in a timely manner. If this project has not been constructed and a
permit is no longer needed, please submit a request to have the permit rescinded. If you have
sold the project, or are no longer the permittee, please provide the name, mailing address and
phone number of the person or entity that is now responsible for this permit. Enclosed is a form
for change of ownership, which should be completed and submitted if the property has
changed hands.
Your permit requires that upon completion of construction and prior to operation of the permitted
treatment units a certification of completion be submitted to the Division from an appropriate designer
for the system installed. This is to certify that the permitted facility has been installed in accordance with
the permit, the approved plans, specifications and supporting documentation. Please include a copy of
the certification with your permit renewal request and processing fee. Enclosed is a copy of a sample
certification. Also enclosed is a new Operation and Maintenance agreement that should be completed
and submitted along with your renewal application.
You should be aware that failure to provide the Designer's Certification and the operation of a
stormwater treatment facility without a valid permit, are violations of NC General Statute 143-215.1 and
may result in appropriate enforcement action including the assessment of civil penalties of up to
$10,000 per day.
If you have any questions, please feel free to contact staff in the stormwater group at 910-796-7215.
Sincerely,
bb, Ed
Ed Beck, Regional Supervisor
Surface Water Protection Section
Wilmington Regional Office
Enclosures
oii.
cc: Wilmington Regional Office North Cajolln❑
Alaturally
North Qlrulinn Divi,tion orWitto Quality 127 Cardinal Drive Extension Wilmington, NC 28405 Phone [phone] Customer Service
Wilmington Ugiunal 0111ce hitetnct: Fax [phone]
An Equal Oppodunity/Affirmative Action Employer - 50 % Recycled110q Post Consumer Paper

STATE OF NORTH CAROLINA :
------- — --- ------ ------ — -------GROUND LEASE-AGREEME------- ...
COUNTY OF NEW HANOVER .
THIS GROUND LEASE AGREEMENT (the "Lease") made and entered into as of the
9 day of November , 1999, by and between JOSHUA HOLDINGS LLC, a
North Carolina limited liability company, having a mailing address of P. 0. Box 3167,
Wilmington, North Carolina 28406 (hereinafter called the "Landlord"); and ANTIQUA
APARTMENTS LLC, a North Carolina limited liability company, having a mailing address of
P. 0. Box 5605, Wilmington, North Carolina 28403, and JOSHUA ANTIQUA LLC, a North
Carolina limited liability company, having a mailing address of P. O. Box 3167, Wilmington,
North Carolina 28406 (hereinafter together referred to as the "Tenant");
STATEMENT OF PURPOSE
Landlord is the fee simple owner of a certain tract of land located in New Hanover
County, North Carolina, described on Exhibit A attached hereto and incorporated herein by
reference (the "Demised Premises"). It is the present intent and purpose of the Tenant to
develop the Demised Premises with certain buildings and improvements to be constructed
thereon by, or at the instance of, Tenant as described on Exhibit B attached hereto (the
"Project"). Therefore, Landlord has agreed to lease to Tenant, and Tenant has agreed to lease
from Landlord, the Demised Premises upon the terms, provisions and conditions hereinafter set
forth in this Lease.
WITNESSETH:
In consideration of the rent to be paid, the mutual covenants and agreements herein
contained and of other good and valuable considerations, the receipt and legal sufficiency of
which are hereby acknowledged by the parties hereto, Landlord and Tenant agree as follows:
1. Demised Premises; No Partition; Joint and Several Liability. Landlord hereby
leases and rents to each Tenant an undivided one-half interest as tenant in common in and to the
Demised Premises, and Tenant hereby leases and rents from Landlord, the Demised Premises,
together with all easements, rights -of -ways, streets, alleys, passages, sewer rights, waters, water
courses, water privileges, tenements, hereditaments, appurtenances and rights, whatsoever, now
or hereafter, in any way belonging, relating or appertaining to the Demised Premises, and all
right, title and interest, if any, of the Landlord, now or hereafter in and to the land lying in the
streets, roads or avenues, open or proposed, in front of, adjoining or servicing the Demised
Premises.
No Tenant shall have the right to partition the Demised Premises, nor shall any Tenant
make application to any court or authority having jurisdiction in the matter, nor commence or
{23 80 02. DOC/DJ W/CMS/12550-G273971

prosecute any action or proceeding, for partition thereof. Upon a Tenant's breach of the
provisions of this Section, the other Tenant, in addition to all rights and remedies it may have at
law or in equity, shall be entitled to a decree or order restraining and enjoining such application,
action or proceeding.
All of the covenants, conditions, liabilities, obligations, and undertakings of the Tenant
set forth herein are the joint and several obligation of each party named as Tenant under this
Lease.
2. Term of Lease. The term of this Lease (the "Term") shall begin asof
and shall end at midnight on N m2 9
unless sooner terminated or extended in accordance with the terms hereof. The period of all
properly exercised options to extend this Lease under Section 4 hereof shall be included within
the Lease Term for the purpose of this Lease.
3. Rental. Tenant shall pay to Landlord for the use and occupancy of the Demised
Premises during the first ten (10) "Lease Years" (as hereafter defined) a base annual rental of
$100.00 per year, which shall be paid on or before November I of each year of the Lease Term
beginning November 1, 1999.
At the end of each ten (10) years of the Lease Term and at the commencement of each of
the five (5) year option periods granted to Tenant under Section 4 hereof and continuing through
the remainder of each such option period, Tenant shall pay, in addition to the base annual rent,
"Additional Rental" to reflect the increase in the most recently published numerical index of the
"Revised Consumer Price Index, All Urban Consumers New Series (1982-84 = 100)" published
by the Bureau of Labor Statistics of the United States Department of Labor (the "Index").
Upon each change in the Rental amount, Landlord shall furnish Tenant a written
statement of the Additional Rental payable during the ensuing period.
If the Department of Labor discontinues publication of the Index, any comparable
consumer price index which shall be subsequently published to supersede the Index shall be
used, and if none is published, then the Consumer Price Index published by the United States
Department of Commerce (with proper adjustment) shall be used to determine the applicable
Additional Rental, and if such publication is likewise discontinued, then adjustments in
Additional Rental shall be determined by arbitration conducted by the American Arbitration
Association under its then current rules and regulations at its office in, or most proximate to,
Raleigh, North Carolina. The objective of such arbitration shall be to determine an annual
increase in rental reflecting an increase in the cost of living during the period in question.
All Rental payments provided for herein shall be payable without demand or set-off to
Landlord, at the address hereafter set forth, until written notice to the contrary is received by
Tenant.
4. Option to Extend. Landlord hereby grants to Tenant an option to extend this
Lease for five (5) additional periods of five (5) years each, from the expiration date of the initial
{23800I.RTF/D1W/CMS/12550-G27397) 2

Tenn of this Lease, upon the same terms and conditions as contained in this Lease for the initial
Lease Term, except for the provisions having to do with Additional Rental set forth above. The
options of Tenant to extend the term of this Lease for any or all of the option periods shall be
exercisable at any time after execution of the Lease, provided written notice of exercise of an
option to extend shall be delivered to Landlord, in the manner set forth in Section 26 hereof, no
later than a date on or before 180 days prior to the expiration date of the then current Term of the
Lease, and provided Tenant is not in breach of this Lease at the time of any such purported
exercise of such option.
5. Definition of Lease Year. A "Lease Year" shall be a twelve (12) month period
during the Term hereof with the first Lease Year beginning November 9, 1999 and
ending on November 9 2098 _ and each subsequent Lease Year beginning on the
anniversary date of the first Lease Year.
6, Condition and Use of Demised Premises and Proiect.
(a) No future construction shall be commenced on the Demised Premises until
the Tenant has procured, at its expense, all applicable building permits, licenses or other
authorizations, and the insurance coverages described in Section 9 hereof. All such
future improvements shall be constructed in a first-class manner with high quality
workmanship and materials. Tenant shall at all times in the use of the Demised Premises
and the performance of this Lease comply with all laws, ordinances, decrees, orders, rules
and regulations of any lawful authority, agency or governmental unit having jurisdiction
over the Demised Premises or the Project or the adjacent public streets, including,
without limitation, the Americans with Disabilities Act. Furthermore, Tenant shall make,
at its own expense, all alterations of the Project or the Demised Premises required by any
such authority, agency or governmental unit and shall save Landlord harmless from
penalties, fines, costs, expenses or damages resulting from failure to do so. Without
limiting the generality of the foregoing, Tenant shall make such arrangements for the
storage and timely disposition of all garbage and refuse generated by the users or
occupants of the Demised Premises or the Project as may be required in order to keep the
Demised Premises and the Project in a neat and orderly condition and reasonably clean
and free from rubbish, dirt, snow and ice; use reasonable efforts to not cause or permit
any noxious, disturbing or offensive odors, fumes, or gases, or any smoke, dust, steam or
vapors or any loud or disturbing noise or vibration to originate in or to be emitted from
the Demised Premises; and not do or permit any act or thing which might impair the
value of the Demised Premises or the Project or any part thereof or which constitutes a
public or private nuisance. Subject to the foregoing provisions of this paragraph 6(a),
Tenant may, without the consent of Landlord, modify, alter, or add to the Project without
the consent of Landlord.
(b) Landlord makes no representation or warranty with respect to the
condition of the Demised Premises or its fitness or availability for any particular use or
purpose and shall not be liable for any latent or patent defect therein.
(238001.RTP/UJW/CMS/12550-G27397) 3

7. Taxes. Tenant shall pay, satisfy and discharge as the same become due and
payable, all assessments, real estate taxes, ad valorem taxes of any sort, and any governmental
edPremises
charges, penalties and interest levied, assessed or unposed upon or against the Demised Premises
or the Project, during the Lease Term. Tenant shall provide Landlord with paid tax receipts no
later than fifteen (15) days prior to the date on which the taxes would otherwise become
delinquent and subject to penalty. Such ad valorem taxes shall be prorated on a calendar year,
per diem, basis between Landlord and Tenant for the years in which this Lease begins and
terminates.
If tax authorities will not agree to send all statements for such taxes directly to Tenant
upon issuance, Landlord agrees to send copies thereof to Tenant, in the same fashion prescribed
for notices hereunder, within fifteen (15) days of receipt by Landlord.
Any provisions in this Lease to the contrary notwithstanding, Tenant may, at Tenant's
expense, if in good faith it believes that any tax, assessment or other charge payable by it shall be
invalid, excessive or unenforceable in whole or in part, protest against and contest the validity, .
amount or enforceability of any such tax, assessment or charge. In such case, Tenant shall
comply with all requirements of law as to conditions precedent in making any contest, and
Tenant covenants to protect Landlord against foreclosure of any lien resulting from imposition of
any such tax, assessment or other charge which Tenant may contest, including the posting of
bonds or other security to prevent the prosecution of any proceedings which could result in same.
8. Utilities. During the Term of this Lease, the Tenant shall pay for all electricity,
gas, water, heat, air conditioning, sewerage, janitorial services, garbage disposal and all other
utilities or services relating to its use or occupancy of the Demised Premises. The Landlord shall
have no duty or responsibility to Tenant for the stoppage or interruption of such utilities or
services, except for stoppage or interruption arising from the wrongful acts or neglects of
Landlord and Landlord's agents and employees.
9. Insurance: Throughout this Lease Term, Tenant at its sole cost and expense shall
keep the Project insured for the mutual benefit of Landlord and Tenant, against loss or damage
by fire and such other risks as are now or hereafter included in extended coverage endorsements,
including vandalism, explosion and malicious mischief coverages, for improvements of similar
size and quality in New Hanover County, North Carolina. The amount of such insurance
coverage shall be sufficient to prevent either Landlord or Tenant from becoming a co-insurer
under the provisions of the policies, but in no event shall the amount be less than one hundred
(100%) percent of the agreed upon replacement cost of the Project (excluding, however, the cost
of replacing excavations and foundations), without deduction for depreciation (such replacement
cost being hereinafter referred to as the "Full Insurable Value"). Landlord shall not carry any
insurance the effect of which would be to reduce the protection or payment to Tenant under any
insurance that this Lease obligates Tenant to carry. If any dispute as to whether the amount of
insurance complies with the above cannot be resolved by agreement between Landlord and
Tenant, Landlord may, not more often than every two (2) years during the Term of this Lease,
request either the carrier(s) of the insurance then in force or a mutually acceptable insurance
consultant to determine the Full Insurable Value and the resulting determination shall be
conclusive between the parties for the purpose of this Section 9. Tenant may include the holder
(238001.RTF/DIW/CMS/12550-G27397) 4

of any mortgage or deed of trust placed on its leasehold estate at the instance of Tenant as
mortgagee and loss payee. Upon written notice from Landlord, Tenant shall also include the
holder of any mortgage or deed of trust placed on Landlord's intcrest in the Demised Premises
and Project at the instance of Landlord, as mortgagee and loss payee.
Landlord shall, at Tenant's sole cost and expense, cooperate fully with Tenant to obtain
the largest possible recovery in the event of loss.
Before commencement of future construction on the Demised Premises, Tenant shall
procure and shall maintain in force until completion thereof, "all risk" builder's risk insurance
including vandalism and malicious mischief, in form and with a company reasonably acceptable
to Landlord, covering improvements in place, and all material and equipment at the job site
furnished under contract, but excluding contractor's and subcontractors' tools and equipment and
property owned by the contractor's or subcontractors' employees.
Throughout the Lease Term, Tenant at its sole cost and expense, shall keep or cause to be
kept in force, for the mutual benefit of Landlord and Tenant, comprehensive broad form general
public liability insurance against claims and liability for personal injury, death or property
damage arising from the use, occupancy, misuse or condition of the Demised Premises and the
Project, and adjoining areas or ways, providing, at the date hereof, protection of at least Two
Million Dollars ($2,000,000.00) combined single limit coverage for bodily injury or property
damage, together with appropriate worker's compensation insurance in connection with any
future work on or about the Demised Premises or the Project, which amount of insurance
coverage shall be adjusted during the term hereof to provide at all times coverage comparable to
that for similar facilities in New Hanover County, North Carolina. Any mortgagee of Landlord
of which Tenant has actual written notice shall be named as additional insured.
Tenant may, in lieu of original policies of insurance, deliver to Landlord certificates of
insurance policies or endorsements duly authenticated by the issuing company. All such policies
shall be nonassessable and shall contain language, to the extent obtainable, to the effect that (i)
any loss shall be payable notwithstanding any act or negligence of Landlord or Tenant that might
otherwise result in a forfeiture of the insurance, (ii) the policies are primary and noncontributing
with any insurance that may be carried by Landlord, and (iii) the policies cannot be canceled or
materially changed except after thirty (30) days notice from the insurer to Landlord and any
additional parties listed as loss payee(s). At the expiration of the Lease Term and in the event
Landlord elects to continue said coverages, Landlord shall reimburse Tenant pro rata for all
prepaid premiums on insurance required to be maintained by Tenant, and Tenant shall assign all
of Tenant's right, title and interest in that insurance to Landlord. Tenant may effect for its own
account any insurance not required under this Lease subject to the terms hereof.
For the purpose of waiver of subrogation, anything in this Lease to the contrary
notwithstanding, Landlord, for itself, its successors and assigns, releases and waives unto the
Tenant, its agents, employees, successors and assigns, and the Tenant, for itself, and its
successors and assigns, releases unto the Landlord, its agents, employees, successors and assigns,
all right to claim damages for any injury, loss, cost or damage to persons or to the Demised
Premises or the Project, or the contents and property located therein or thereon, which is
t238001.RTF/DJ W/CMS/12550•G27397) 5

occasioned by fire, explosion, accident, occurrence or condition in, on or about the Demised
Premises or the Project or any other casualty, the amount of which injury, loss, cost, or damage
has been paid either to Landlord, Tenant or to any other person, firm or corporation, under the
terms of any fire, extended coverage, public liability or other policy of insurance, to the extent
such releases and waivers are permitted under applicable law. All policies of insurance carried
and maintained pursuant to this Lease, if permitted under applicable law, shall contain or be
endorsed to contain a provision whereby the insurer thereunder waives all rights of subrogation
against Landlord and Tenant, if such coverage is reasonably available to the parties.
10. Maintenance; Repairs; Alterations; Reconstruction. Tenant shall promptly
and diligently repair, restore, replace or remedy all damage to or destruction of all or any part of
the Project. The completed work of maintenance, compliance, repair, restoration or replacement
shall be at least equal in value, quality and use to the condition of the Project immediately before
the event giving rise to the work. Landlord shall not be required to furnish any services or
facilities or to make any repairs or alterations of any kind in or on the Demised Premises or the
Project, all such matters being the sole duty and responsibility of Tenant. Provided, however,
that during the final three (3) years of the initial Lease Term, and during the option periods, upon
the occurrence of damage to or destruction of the Project exceeding twenty-five percent 25% of
the Pull Insurable Value thereof, Tenant shall not be required to restore or rebuild the Project but
may instead, and at its option, cancel this Lease, remove from the Demised Premises any debris
resulting from such casualty, and retain all insurance proceeds derived from such damage or
destruction and this Lease shall terminate without further liability to either party. Provided
further, however, that in the event any applicable obligation to restore or replace is not
performed within a reasonable time after the damage or destruction, in no event to exceed twelve
(12) months from the date of said damage or destruction, Landlord, at its option, may terminate
this Lease by notice to Tenant. Provided further, however, said period for restoration,
replacement or reconstruction shall be extended for periods of unavoidable delays, i.e., delays
due to strikes, acts of God, inabilities to obtain labor or materials, governmental restrictions,
enemy actions, civil commotion, fire, unavoidable casualties or similar causes or any other
causes beyond the reasonable control of Tenant for a period of time equal to the period of such
unavoidable delay.
Rentals and other obligations of Tenant hereunder, through the date of termination of this
Lease, shall not be abated or reduced in the event of damage or destruction of or to the
improvements.
11. Ownership of Improvements. All improvements constructed on the Demised
Premises by Tenant as permitted by this Lease shall be owned by Tenant until expiration of the
Lease Terni, or earlier termination of this Lease. Any improvements on the Demised Premises at
the expiration of the Lease Term (but excluding any equipment, fixtures, or personal property
removable by Tenant under Section 23 hereof) shall, without compensation to Tenant, then
become Landlord's property, free and clear of all claims to or against them by Tenant, or any
third person, other than (i) subtenants in possession of any part of the Demised Premises or the
Project, or (ii) "Tenant Mortgagees," as hereafter defined.
t23800I.RTP/DJ W/CMS/ 12550-G27397 )

12. Assignment and Subletting. Tenant may assign this Lease or any interest
therein, provided that, as a condition precedent to such assignment becoming effective, any such
assignee shall expressly assume all covenants and conditions of this Lease on the part of Tenant
to observe, comply with or perform.
Tenant shall have the absolute right to sublet any part or parts of the Demised Premises or
the Project or both to bona fide Subtenants and to assign, encumber, extend or renew any such
sublease.
Notwithstanding anything to the contrary, no assignment or subletting shall (i) be
permitted hereunder, if at the time or event thereof, there exists an Event of Default (as hereafter
defined) or any event which, with the giving of notice or passage of time, or both, would
constitute an Event of Default or (ii) be deemed to release or discharge the Tenant from any
obligation or liability under or in connection with this Lease.
Landlord hereby agrees that, in the event Tenant subleases any portion or all of the
Demised Premises or the Project, and if this Lease is terminated for any reason other than a
casualty or a taking by condemnation or eminent domain, Landlord will recognize any Subtenant
of Tenant as the direct Subtenant of Landlord under the terms and conditions of any such
sublease and such Subtenant shall not be obligated by or subject to the provisions of this Lease;
provided, however, that any such Subtenant of Tenant is not then in default under its own lease
with Tenant. All such subleases of all or any portion of the Demised Premises shall contain and
shall be deemed to contain provisions in form and substance substantially as follows:
"Tenant covenants and agrees that if by reason of any default under any
underlying lease, such underlying lease and the leasehold estate of the
Landlord in the premises demised hereby is terminated, Tenant will attorn
to the then holder of the reversionary interest in the premises demised
hereby and will recognize such holder as the Tenant's Landlord under this
lease, and Tenant hereby and herewith, in consideration of the foregoing,
waives the provision of any statute or rule of law now or hereafter in effect
which may give or purport to give Tenant any right of election to
terminate this lease or to surrender possession of the premises demised
hereby in the event any proceeding is brought by the Landlord under any
such underlying lease to terminate the same, and agrees that the rights and
obligations of Tenant hereunder shall not be affected in any manner
whatsoever by any such proceeding to terminate any underlying lease."
13. Events of'Default. If any one or more of the following events ("Events of
Default") shall occur:
a. If the Tenant shall default in the payment when due of any Rental, and
Tenant does not remedy such default within ten (10) days after Tenant's
receipt of written notice thereof, or
(238001.RTF/D1W/CMS/ 12550•G27397) 7

b. If the Tenant shall default in the payment of any other stun of money
specified hereunder to be paid by Tenant, and Tenant does not remedy
such default within fifteen (15) days after written notice thereof; or
C. If Tenant shall default in the performance of any other of the terms,
conditions or covenants contained in this Lease to be performed or
observed by it, and Tenant does not remedy such default within thirty (30)
days after written notice thereof or, if such default cannot be remedied in
such period, does not, within thirty (30) days, commence with diligence
and dispatch such act or acts as shall be necessary to cure the default and
shall not complete such cure within a reasonable time; or
d. If the Tenant shall become bankrupt or insolvent, or files or has filed
against it in any court pursuant to any statute, either of the United States or
any State, a petition in bankruptcy or insolvency or for reorganization, or
files or has filed against it a petition for the appointment of a receiver or
trustee for all or substantially all of the assets of the Tenant and such
appointment shall not be vacated or set aside within sixty (60) days from
the date of such appointment, or if the Tenant makes an assignment for the
benefit of creditors; or
e. If Tenant's interest in this Lease or the Demised Premises or the Project
shall be subjected to any attachment, levy or sale pursuant to any order or
decree entered against Tenant, in any legal proceeding, and any such order
or decree shall not be vacated within thirty (30) days of entry thereof, or
f. If any default shall occur under the terms of any loan of Tenant secured by
a mortgage, deed of trust, security agreement, or other instrument
constituting a lien on the Demised Premises, the Project, or Tenant's
leasehold estate, and all grace periods thereunder shall have expired;
then and in any such event (regardless of the tendency of any proceeding which has or might
have the effect of preventing Tenant from complying with the terms of this Lease) Landlord at
any time thereafter may terminate this Lease by giving written notice thereof to Tenant together
with a copy thereof to each "Tenant Mortgagee," as hereinafter defined, and this Lease shall
terminate and all rights of Tenant hereunder shall cease; PROVIDED THAT, any such Tenant
Mortgagee shall have the right to cure said defaults as hereinafter provided in Section 14 hereof,
and regardless of the existence or non-existence of any such Tenant Mortgagee, Tenant's
Subtenants shall remain undisturbed, if they are in good standing.
14. Morteagine. In addition to any other rights herein granted, Landlord hereby
grants to Tenant the right, without Landlord's prior written consent, to mortgage its interest in
this Lease, under one or more leasehold mortgages or deeds of trust (hereafter each called a
"Tenant Mortgage") as collateral security, upon the condition that all rights acquired under such
Tenant Mortgage shall be subject to the terms of this Lease. If Tenant mortgages the leasehold
(238002.DOC/DJ W/CMS/12550-G27397) 8

created by this Lease, and if the holder (each a "Tenant Mortgagee") of any such Tenant
Mortgage, within thirty (30) days of its execution, sends to Landlord a true copy thereof, together
with written notice specifying the name and address of the Tenant Mortgagee and the pertinent
recording data with respect to such Tenant Mortgage, then so long as any such Tenant Mortgage
shall remain unsatisfied of record or until written notice of satisfaction is given by the holder to
Landlord, the following provisions shall apply:
(a) There shall be no cancellation, surrender, or modification of this Lease by
joint action of Landlord and Tenant without the prior consent in writing of
the Tenant Mortgagee;
(b) Landlord shall, upon serving Tenant with any notice of default,
simultaneously serve a copy of such notice upon the Tenant Mortgagee.
The Tenant Mortgagee shall thereupon have the same period, after service
of such notice upon it, to remedy or cause to be remedied the defaults
complained of, and Landlord shall accept such performance by or at the
instigation of the Tenant Mortgagee as if the same had been done by
Tenant;
(c) Notwithstanding any contrary provision herein, while such Tenant
Mortgage remains unsatisfied of record, or until written notice of
satisfaction is given by Tenant Mortgagee to Landlord, if any default
occurs that, pursuant to any provision of this Lease, entitles Landlord to
terminate this Lease, and if, before the expiration of ten 10) days from the
date of service of notice of termination upon Tenant Mortgagee, such
Tenant Mortgagee notifies Landlord of its desire to nullify such notice,
pays to Landlord all Rental and any other payments herein provided for
and then in default, complies or commences the work of complying with
all of the other requirements of this Lease, if any are then in default, and
prosecutes the same to completion with reasonable diligence, then
Landlord shall not be entitled to terminate this Lease and any notice of
termination theretofore given shall be void and of no effect.
(d) If a Tenant Mortgagee shall acquire Tenant's interest in the Demised
Premises and/or Project by foreclosure of the Tenant Mortgage or by
assignment -in -lieu of foreclosure, the Tenant Mortgagee may assign this
Lease, and shall thereafter be released from all liability for the
performance or observance of the covenants and conditions in this Lease
contained on the Tenant's part to be performed and observed from and
after such assignment, provided the assignee from the Tenant Mortgagee
shall have assumed and agreed to perform this Lease.
(e) Landlord shall, upon request, execute, acknowledge, and deliver to each
Tenant Mortgagee an agreement prepared at the sole cost and expense of
Tenant, in form satisfactory to such Tenant Mortgagee, between Tenant,
(238001.RTF/D1W/CMS/ 12550•G27397) 9

Landlord, and such Tenant Mortgagee, agreeing to all of the provisions of
this Section.
15. Eminent Domain. In the event of the taking or condemnation by any competent
authority for any public or quasi -public use or purpose of the whole or materially all of the
Demised Premises or Project at any time during the term of this Lease, the Landlord and Tenant
(and any mortgagee of Landlord) shall have the right to participate in such condemnation
proceedings and the rights of Landlord and Tenant to share in the net proceeds of any award for
land, buildings, improvements and damages upon any such taking, shall be as follows and in the
following order of priority:
(a) Landlord, at all times, regardless of when the taking occurs, shall be
entitled to receive only a nominal amount for the value of the land, given
the ground rent payable under this Lease.
(b) During all the entire Lease Term, Tenant shall be entitled to the entire
balance of the award, which balance is hereinafter referred to as "award
balance".
(c) If the values of the respective interests of Landlord and Tenant shall be
determined according to the provisions of subparagraphs (a) and (b) of this
Section, the values so determined shall be conclusive upon Landlord and
Tenant. If such values shall not have been thus separately determined,
such values shall be fixed by agreement between the Landlord and Tenant
or if they are unable to agree, then the controversy shall be resolved by
arbitration.
(d) In the event of the taking in condemnation of less than the whole of the
Demised Premises but materially all of the Demised Premises, and the part
of the Demised Premises that remains includes a part of the Project that
was taken, then as to the untaken remainder of the Project only, but not
any remaining land, the parties shall endeavor to agree on the then fair
market value of such remainder of the Project, and if they fail to agree,
then the controversy shall be resolved by arbitration. The value so agreed
upon as the then fair market value of such remainder of the Project, or as
determined in arbitration, but diminished in the same manner as provided
for in "(b)" above relative to an "award balance," shall be paid by Landlord
to Tenant, and until paid, shall be a charge on the share of the award for
land value to which Landlord shall be entitled in the condemnation
proceeding.
If title to the whole or materially all of the Demised Premises shall be taken or
condemned, this Lease shall cease and terminate and all Rental and other charges hereunder shall
be apportioned as of the date of vesting of title in such taking or condemnation proceedings. For
the purposes of this Section, a taking or condemnation of materially all of the Demised Premises,
as distinguished from a taking or condemnation of the whole of the Demised Premises, means a
(238001.RTF/D1W/CMS/I2550-G27397) 10

taking of such scope that the untaken portion of the Demised Premises is insufficient to permit
the restoration of the then existing improvements thereon so as to constitute complete rentable
improvements capable of producing a proportionately fair and reasonable net annual income,
taking into consideration the payment of all operating expenses thereon, including but not limited
to, the Rental and all other charges herein reserved and after the performance of all covenants,
agreements and provisions herein provided to be performed by Tenant. The determination of
what constitutes a fair and reasonable net annual income shall be governed by reference to the
average net annual income produced by the Project during the five year period immediately
preceding the taking.
In the event of a partial taking or condemnation, i.e., a taking or condemnation of less
than materially all of the Demised Premises, this Lease (except as hereinafter provided) shall
nevertheless continue, but the Rental to be paid by Tenant shall thereafter be reduced in the ratio
that the rental value of the portion of the Demised Premises taken or condemned bears to the
rental value of the entire Demised Premises at the time of the taking or condemnation, and
Tenant shall promptly restore the Project, as below provided. The award for said taking or
condemnation in respect to the Demised Premises shall belong to the Landlord; and the award
balance shall be used and paid as follows and.in the following priority:
(a) First - so much as shall be necessary to repair and restore the Project to
make the same a complete architectural unit as nearly as reasonably
possible to the condition existing prior to the taking or condemnation; and
(b) Second - the balance shall be shared by Landlord and Tenant in the same
proportion that they would have shared in the award balance were there to
have been a taking or condemnation of the whole or materially all of the
Demised Premises at the time of the partial taking or condemnation.
The Tenant shall undertake its work of repair and restoration as soon as reasonably
practicable; and Tenant shall make such repairs and restoration even if the award balance is
insufficient for that purpose.
In the event that there is any controversy under this Section as to whether the remainder
of the Demised Premises is suitable for the purposes for which the Project was designed, or if
there is any controversy under this Section as to whether there has been a taking of materially all
of the Demised Premises, the controversy shall be resolved by arbitration.
If the whole or any part of the Demised Premises or of the Tenant's interest under this
Lease be taken or condemned by any competent authority for its or their temporary use or
occupancy, this Lease shall not terminate by reason thereof and the Tenant shall continue to pay,
in the manner and at the times herein specified, the full amounts of the Rental and other charges
payable by the Tenant hereunder, and, except only to the extent that the Tenant may be prevented
from so doing pursuant to the terms of the order of the condemning authority, to perform and
observe all of the other terms, covenants, conditions and obligations hereof upon the part of the
Tenant to be performed and observed, as though such taking or condemnation had not occurred.
In the event of any such temporary taking or condemnation, the Tenant shall be entitled to
123 800 1 . RTF/Di W/CMS/12550•G273971 I I

receive the entire amount of any award made for such taking, whether paid by way of damages,
rent or otherwise, unless such period of temporary use or occupancy shall extend to or beyond
the expiration date of the Lease Term, in which case such award shall be apportioned between
the Landlord and the Tenant as of such date of expiration of the Term, but Landlord shall, in that
circumstance, receive the entire portion of the award that is attributable to physical damage to the
Demised Premises and/or Project and the restoration thereof to the condition immediately prior
to the taking or condemnation. The Tenant covenants that, upon the termination of any such
period of temporary use or occupancy prior to the expiration of the Term, it will, at its sole cost
and expense, restore the Project as nearly as may be reasonably possible, to the condition in
which the Project was immediately prior to such taking.
16. Indemnification. Tenant shall protect, indemnify and save Landlord harmless
from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs
and expenses, including without limitation, attorneys' fees and expenses by reason of (i)
ownership of the Demised Premises or the Project or any interest therein, (ii) any accident, injury
to or death of persons, or loss of, or damage to property occurring on or about the Demised
Premises, or the Project, or any part thereof, or the adjoining sidewalks, curbs, vaults and vault
space, if any, streets or ways, (iii) any use, nonuse or condition of the Demised Premises or the
Project or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space (if any), and
streets or ways, (iv) any failure on the part of the Tenant to perform or comply with any of the
terms of this Lease, or (v) performance by persons other than Landlord, its agents or employees,
of any labor or services or the furnishing of any materials or other property in respect to the
Demised Premises or the Project or any part thereof. In case any action, suit or proceeding is
brought against Landlord by reason of any such occurrence, Tenant upon Landlord's request,
shall, at Tenant's expense, defend such action, suit or proceeding by counsel designated by
Tenant and approved by Landlord. Such obligation of Tenant under this Section which shall
have accrued at the time of any termination of this Lease, shall survive any such termination, but
shall cease one (1) year thereafter.
17. Inspection. Landlord and its authorized representatives may enter the Demised
Premises and the Project or any part thereof at all reasonable times for the purpose of inspecting
the same. Landlord shall not have any duty to make any such inspection nor shall it incur any
liability or obligation for not making any such inspection.
18. Liens. Except as expressly permitted by the terns of Section 14 hereof, and
subject in all respects to the terms of said Section 14, Tenant shall not, directly or indirectly,
create or permit to be created, or to remain, and shall discharge, any lien, encumbrance, or
charge on, pledge of, or conditional sale or other title retention agreement with respect to the
Demised Premises or any part thereof, Tenant's interest therein, or the Rental or any other sum
payable under this Lease, other than (i) this Lease and any permitted assignment hereof or
sublease hereunder, (ii) liens for taxes, assessments or other charges not yet payable, or payable
without the addition of any fine, penalty, interest or costs for nonpayment, or being contested as
permitted hereby, (iii) liens arising under the North Carolina Uniform Commercial Code (GS 25-
9-101, et seq.) which encumber only the personal property and fixtures of Tenant located on or at
the Demised Premises, which personal property and fixtures Tenant is entitled to remove at the
end of the Lease Term, and (iv) liens of mechanics, materialmen, suppliers or vendors, or rights
12,8001.RTF/D1W/CMS/12550A27397) 12

thereto, incurred in the ordinary course of business, which Tenant shall remove and discharge
from the Demised Premises and Project within thirty (30) days of such liens having been filed.
19. Exculpation of Landlord. Nothing contained in this Lease shall constitute any
consent or request by Landlord, express or implied, for the performance of any labor or services
or the furnishing of any materials or other property in respect to the Demised Premises, the
Project, or any part thereof, nor as giving Tenant any right, power or authority to contract for or
permit the performance of any labor or services or the furnishing of any materials or other
property in such fashion as would permit the making of any claim against Landlord or Landlord's
interest in the Demised Premises or Project.
20. Repossession. Subject to the terms of Section 12 hereof with respect to the rights
of Subtenants, upon the effective date of termination of this Lease pursuant to default, Landlord
may enter upon and repossess the Demised Premises, the Project, or any part thereof by
summary proceedings, ejectment or otherwise, and may remove Tenant and all other persons and
any and all property therefrom, without prejudice to any remedies which might otherwise be
used for arrears of Rental -or for breach of covenant. Landlord shall be under no liability for, or
by reason of any such entry, repossession or removal, whether by direct act of the Landlord or its
assigns, or through the medium of legal proceedings for that purpose instituted, and such entry,
repossession or removal shall not affect the liability of the Tenant or its successors for past
Rental accrued under this Lease through the date of such entry, repossession or removal, but
thereafter, Tenant shall be relieved of all such liability.
21. Miscellaneous. If any term of this Lease or any application thereof shall be
invalid or unenforceable, the remainder of this Lease and any other application of such term shall
not be affected thereby. Whenever in this Lease it is provided that any document or matter is to
be satisfactory to Landlord or may be required by Landlord, it shall be deemed to mean
reasonably satisfactory or reasonably required, as the case may be, in an ordinary business sense.
Any approval or consent of Landlord required hereunder shall not be unreasonably (in an
ordinary business sense) withheld or delayed. This Lease may be changed, waived, discharged
or terminated only by an instrument in writing, signed by the party against which enforcement of
such change, waiver, discharge or termination is sought. The headings in this Lease are for
purposes of reference only and shall not limit or define the meaning hereof. This Lease may be
executed in any number of coimterparts, each of which shall be an original, but all of which shall
together constitute one and the same instrument.
22. Mortgages and Encumbrances on Land. Nothing herein contained shall limit
the right of Landlord to mortgage the Demised Premises, exclusive of the Project, subject and
subordinate, however to this Lease and Tenant Mortgages authorized under this Lease (whether
such Tenant Mortgages are recorded before or after Landlord's mortgages). In the event that
Landlord, at any time, so places a mortgage or deed of trust on the Demised Premises, said
mortgage or deed of trust shall be subject to, and shall not be a lien on the Demised Premises
prior to, this Lease, or any modifications or extensions thereof, or any new Lease given by
Landlord pursuant to the provisions of Section 14 hereof, or any Tenant Mortgage; and any such
mortgages by Landlord shall not be deemed to give any such mortgages of the Demised Premises
any greater rights than Landlord hereunder, or the right to cancel this Lease, or any replacement
(238001.RTr/DJ W/CMS/12550-G27397 ) 13

lease made to a Tenant Mortgagee, unless there is a default on the part of the Tenant, uncured by
either the Tenant or the Tenant Mortgagee, which, under the terms of this Lease, or such
replacement lease, would enable the Landlord or its successors to cancel this Lease, and witWiold
from such Tenant Mortgagees a new lease.
23. Removal of Property. Tenant (if not in default hereunder) shall have the right to
remove, within fifteen (15) days after the expiration of the Lease Term, any and all fixtures
(including "trade fixtures" hereafter defined), equipment or personal property which Tenant has
placed on or in the Demised Premises or the Project, subject to rights of all occupants of the
Project, provided Tenant restores the Demised Premises and the Project to their same condition
as at the time of the installation thereof, normal wear and tear alone excepted. All such property
not so removed by Tenant shall become and remain the property of Landlord after fifteen (15)
days following the expiration of the Lease Term. Trade fixtures shall be defined as being such
furnishings as are customarily allowed to be removed by building tenants at the expiration of
building space leases.
24. Notices. Any notices or submissions required or permitted under this Lease shall
be in writing and shall be delivered or sent personally, by prepaid registered or certified mail, or
by Federal Express, express United States Mail, or air courier addressed to the parties hereto at
the addresses set forth at the beginning of this Lease.
Any Mortgagee, trustees or beneficiary under any mortgage or deed of trust on the
Demised Premises, and any Subtenant of Tenant in the Demised Premises may by written notice
to Landlord and Tenant designate an address to which notices to it hereunder shall be sent. Any
such party may from time to time by notice, as herein provided, designate a different address to
which notices to it shall be sent. Such notices and submissions shall be deemed delivered: on
the date of delivery if personally delivered, three (3) days after mailing if sent certified or
registered mail, and the next business day if sent by Federal Express, express United States mail,
or air courier.
25. Utility Easements. Landlord, from time to time upon request from Tenant, shall
join in the granting of such utility easements as may be reasonably necessary to service the
Demised Premises or the Project, and Landlord grants to Tenant the right to grant to public
entities or public service corporations, for the purpose of servicing only the Demised Premises or
the Project, rights -of -way or easements on or over the Demised Premises for poles, or conduits,
or both, for telephone, electricity, water, gas, or sanitary or storm sewers, and for other utilities
and municipal or special district services.
26. Covenants of Title. Landlord covenants, warrants and represents (i) that it is
seized of the Demised Premises in fee simple, subject to no liens, encumbrances, easements,
covenants, conditions, or defects in title which would materially adversely affect Tenant's use of
the Premises as contemplated herein, and has full right and authority to lease the same upon the
terms and conditions herein set forth; and (ii) that Tenant shall peacefully and quietly hold and
enjoy the Demised Premises safe from any claims arising by, through, or under Landlord for the
full Lease Term, so long as Tenant does not default in the performance of any of its covenants
hereunder.
1238001.RTF/DJ W/CMS/ 12550•G27397) 14

27. Modification of Lease Agreement. Landlord hereby agrees to consent to such
reasonable modifications of this Lease as may be necessary to enable Tenant to negotiate
subleases with Subtenants for the Project, and construction or permanent financing for the
Project; provided that nothing herein contained shall require Landlord to alter the Lease Term or
the economic provisions of this Lease, including the amount of Rental or other payments to be
made by Tenant hereunder.
28. Recording. Landlord and Tenant agree that a memorandum of this Lease will be
recorded in the New Hanover County Public Registry but that this Lease itself will not be so
recorded.
29. Zoning. If, during the Lease Term, Tenant applies for consents, permits, and
licenses in connection with the construction or operation of the Demised Premises or the Project,
or deems it necessary to seek any changes in the zoning classification applicable to the Demised
Premises, then Tenant shall bear the expense of procuring such consents, permits, and licenses
and seeking any such change or changes in zoning classification, but Landlord agrees to fully
and promptly cooperate, at no out-of-pocket expense to Landlord, with Tenant in obtaining any
such change or changes.
30. Nonmerger of Fee and Leasehold Estate. If both Landlord's and Tenant's
estates in the Demised Premises or improvements located thereon, or both, become vested in the
same owner, this Lease shall not be terminated by application of the doctrine of merger, except at
the express written election of the owner and any mortgagees under mortgages and deeds of
trust placed on the Demised Premises by Landlord.
31. Brokerage Fees. Landlord and Tenant warrant to each other that no real estate
broker or other person will claim a commission fee or other compensation in connection with
this Lease. Should any claim for commission be established, the parties hereby expressly agree
to hold each other harmless with respect thereto (including costs of reasonable attorneys' fees) to
the extent that one or the other is shown to have been responsible for the creation of such claim.
32. Transfer of Landlord's Interest. In the event of the sale, assignment or transfer
by Landlord of its interest in the Demised Premises and/or in this Lease (other than a collateral
assignment to secure a debt of Landlord) to a successor in interest (who must expressly assume
the obligations of Landlord hereunder), Landlord shall be released or discharged from all of their
covenants and obligations hereunder, except such obligations as shall have accrued prior to any
such sale, assignment or transfer; and Tenant agrees to look solely to such successor in interest
of Landlord for performance of such obligations. Tenant shall thereafter attorn and look solely
to such assignee, as Landlord, provided Tenant has first received written notice of such
assignment of Landlord's interest.
33. Gender: Singular and Plural. As used herein, the neuter gender includes the
feminine and masculine, the masculine includes the feminine and neuter, and the feminine
includes the masculine and neuter, and each includes a corporation, partnership or other legal
I238001.RTF/DJ%V/CMS/12550-0273971 15

entity when the context so requires. The singular number includes the plural, and vice versa,
whenever the context so requires.
34. Holding Over. If Tenant remains in possession of the Demised Premises or any
part thereof after the expiration of the Term of this Lease or any exercised option thereof with
Landlord's acquiescence and without any written agreement between the parties, Tenant shall be
only a tenant at will and there shall be no renewal of this Lease.
35. Nature and Extent of Agreement. This instrument and its exhibits contain the
complete agreement of the parties regarding the terms and conditions of the Lease of the
Demised Premises, and there are no oral or written conditions, terms, understandings or other
agreements pertaining thereto which have not been incorporated herein. This instrument creates
only the relationship of Landlord and Tenant between the parties hereto as to the Demised
Premises, and nothing herein shall in any way be construed to impose upon either party hereto
any obligations or restrictions not herein expressly set forth. Specifically, nothing in this Lease
shall be construed to render the Landlord in any way, or for any purpose, a partner, joint venturer
or associate in any relationship with Tenant, other than that of Landlord and Tenant, and this
Lease shall not be construed to authorize either Landlord or Tenant to act as agent for the other,
except as expressly permitted by the terms hereof. The laws of the State of North Carolina shall
govern the validity, interpretations, performance and enforcement of this Lease.
36. Environmental Compliance.
(a) Tenant's Responsibility. Tenant covenants and agrees that the Demised
Premises and Project will, at all times during its use or occupancy thereof,
be kept and maintained so as to comply with all now existing or hereafter
enacted or issued statutes, laws, rules, ordinances, orders, permits, and
regulations of all state, federal, local, and other governmental and
regulatory authorities, agencies, and bodies applicable to the Demised
Premises or Project, pertaining to environmental matters, or regulating,
prohibiting or otherwise having to do with asbestos and all other toxic,
radioactive, or hazardous wastes or materials including, but not limited to
the Federal Clean Air Act, the Federal Water Pollution Control Act, and
the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as from time to time amended (all hereafter collectively
called "Laws"). No material shall be installed in the Demised Premises or
Project, by Tenant or any employee, agent, or contractor of Tenant which
contains any asbestos or other toxic or hazardous waste or substance; or
which causes, or could cause, the Demised Premises or Project to be in
violation of any Laws: (i) when such material is installed; (ii) while such
material remains on the Demised Premises or Project; or (iii) when such
material is disturbed or removed.
(b) Tenant's Liability. Tenant shall hold Landlord free, harmless, and
indemnified from any penalty, fine, claim, demand, liability, cost, or
charge whatsoever which Landlord shall incur, or which Landlord would
{238001.RTF/DJW/CMS/12550-G273971 16

otherwise incur, by reason of Tenant's failure to comply with this Section;
including, but not limited to: (i) the cost of bringing the Demised
Premises and Project into compliance with all Laws; (ii) the reasonable
cost of all appropriate tests and examinations of the Demised Premises and
the Project to confirm that the Demised Premises and the Project have
been brought into compliance with all Laws; and (iii) the reasonable fees
and expenses of Landlord's attorneys, engineers, and consultants incurred
by Landlord in enforcing and confirming compliance with this Section.
(c) Covered Property. For the purposes of this Section, the Demised Premises
and Project shall include the real estate covered by this Lease, all
improvements placed on the Demised Premises by Tenant and all personal
property and fixtures located on or used in connection with the Demised
Premises and Project (including that owned by Tenant).
(d) Insnections by Landlord. Landlord and its engineers, technicians, and
consultants (collectively the "Auditors") may, from time to time as
Landlord deems appropriate, during Tenant's usual business hours and
after reasonable notice to Tenant, conduct periodic tests and examinations
("Audits") of the Demised Premises and/or Project to confirm and monitor
Tenant's compliance with this Section. Such Audits shall be conducted in
such manner as to minimize the interference with Tenant's permitted
activities; however, in all cases, the Audits shall be of such nature and
scope as shall be reasonably required by then existing technology to
confirm Tenant's compliance with this Section. Tenant shall fully
cooperate with Landlord and its Auditors in the conduct of such Audits.
The cost of such Audits shall be paid by Landlord unless an Audit shall
disclose a material failure of Tenant to comply with this Section, in which
case the cost of such Audit, and the cost of all subsequent Audits made
during the Lease Term and within thirty (30) days thereafter (not to exceed
two [21 such Audits per Lease Year), shall be paid for by Tenant with
fifteen (15) days of receipt of invoices from Landlord.
(e) Landlord's Liability. Provided, however, the foregoing covenants and
undertakings of Tenant contained in this Section shall not apply to any
condition or matter constituting a violation of any Law to the extent such
violation is caused by, or results from, the acts or neglects of Landlord;
Landlord's employees, officers, partners, contractors, guests or invitees;
prior owners or occupants of the Demised Premises; or owners or
occupants of other property within the vicinity of the Demised Premises.
(f) Liability After Termination of Lease. The covenants contained in this
Section shall survive the expiration or termination of this Lease, and shall
continue for so long as the parties hereto and their successors and assigns
may be subject to any expense, liability, charge, penalty, or obligation
(238001.RTP/DJ W/CMS/12550-027397 ) 17

against which either party has agreed to indemnify the other under this
Section.
37. Binding Effect. Subject to express provisions hereof to the contrary, this Lease
shall be binding upon and shall inure to the benefit of the parties hereto and their respective
heirs, successors and assigns during the Term hereof and during any extensions or renewals of
said Term.
(Signatures on next page)
(238001,R'FF/D1W/CMS/12550-G27397) 18

IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly
executed and delivered all in pursuance of proper legal authority, as of the day and year first
above written.
LANDLORD:
JOSHUA HOLDINGS LLC,
a North Carolina limited liability c pany
By:
Nathan S. Sanders, ana r
TENANT:
ANTIQUA APARTMENTS LLC,
a North Carolina limited liability company
By:
Mark L. Maynard, Nfanagd
JOSHUA ANTIQUA LLC,
a North Carolina limited lia . ity co pany
By: _
Nathan S. Sander ana r
(238001.RTI7n1 W/CMS/ 125 50-G273 97) 19

EXHIBIT "A"
Beginning at an old iron pipe in the northerly line of a 16.199 acre tract described in a
deed recorded in Book 1345 at Page 412 of the New Hanover County Registry. Said beginning
pipe being located North 60 degrees 58 minutes 31 seconds West 394.76 feet as measured along
said northerly line from an old iron pipe opposite the easterly end of Curve No. 3 as shown on a
"Dedication Map Echo Farms Boulevard and Appleton Way" by Henry Von Oesen and
Associates dated June 1976. Last said point being located North 29 degrees 02 minutes East
31.00 feet from an old concrete monument at the easterly end of said curve and on the center -line
of Echo Farms Boulevard (60 foot right-of-way) as shown on said map. Said beginning point
being the westernmost comer of a tract deeded to Olivea Lazor by deed recorded in Book 1467 at
Page 1566 of said Registry. Running thence from said beginning pipe;
1. North 60 degrees 58 minutes 31 seconds West 106.48 feet with said northerly line
to an old axle; thence
2. North 60 degrees 58 minutes 34 seconds West 364.48 feet, passing through an old
iron pipe at 106.54 feet, to an old granite stone marked "CDP"; thence
3. North 61 degrees 03 minutes 33 seconds West 253.08 feet with said northerly line
to a new iron pipe in the easterly right-of-way line of Titanium Road (100 foot
right-of-way), also known as S.R. No. 1186; thence
4. South 40 degrees 14 minutes 38 seconds West 502.23 feet with the easterly line of
said Titanium Road to a point in the center of a creek; thence
5. Down and with the run of said creek to a point that is South 57 degrees 59
minutes 41 seconds East 41.70 feet, South 11 degrees 55 minutes 25 seconds
West 123.27 feet, South 22 degrees 19 minutes 49 seconds East 56.50 feet, South
30 degrees 52 minutes 23 seconds West 77.01 feet, South 9 degrees 49 minutes 20
seconds West 85.04 feet and South 86 degrees 49 minutes 32 seconds West 18.00
feet from the preceding point; thence
6. Leaving said creek South 16 degrees 23 minutes 00 seconds West 71.85 feet, with
an old marked line, passing through a new iron pipe at 6.00 feet to a new iron
pipe; thence
7. South 17 degrees 20 minutes 00 seconds East 48.98 feet to a new iron pipe;
thence
8. South 43 degrees 08 minutes 00 seconds West 31.17 feet to a new iron pipe;
thence
9. South 83 degrees 36 minutes 54 seconds East 381.86 feet passing through an old
iron pipe at 73.10 feet to an old iron pipe; thence
10. South 54 degrees 36 minutes 17 seconds East 269.86 feet to an old iron pipe in the
westerly right-of-way line of said Echo Farms Boulevard; thence
11. North 35 degrees 25 minutes 30 second East 509.59 feet with the westerly right-
of-way line of said Echo Farms Boulevard to an old iron pipe at the southerly end
of a curve having a radius of 365.43 feet; thence
12. With the westerly right-of-way line of said Echo Farms Boulevard, as it curves to
the East and with the arc of last said curve to an old iron pipe that is North 53
degrees 39 minutes 12 seconds East a chord distance of 228.91 feet from the
preceding point. Last said pipe being the southernmost corner of said tract deeded
to Olivea Lazor by said deed recorded in Book 1467 at Page 1566 of said
Registry; thence
13. North 18 degrees 07 minutes 32 seconds West 173.13 feet with the westerly line
of said Lazor tract to the point of beginning.
The above described tract contains 15.19 acres. The same being a portion of said tract
described in a deed recorded in Book 1345 at Page 412 of said Registry.
CA