NFL CLUB STADIUM LEASE AGI~EMENT by and between HARRIS COUNTY SPORTS & CONVENTION CORPORATION, as Landlord, and HOUSTONNFL HOLDINGS, L.P., as Tenant The Harris County Stadium Houston, Texas ::ODMAkPC DOC S~I-IOUSTON 264:18730-5 1 ’,340123\75 TABLE OF CONTENTS Page ARTICLE1 Section 1.1 Section 1.2 Section 1.3 Section 1.4 GENERALLEASE TERMS; REPRESENTATIVESOF THE PARTIES... Definitions .................................................... Rules as to Usage ................................................ Landlord Representative ......................................... Tenant Representative ........................................... ARTICLE2 Section 2.1 GRANTOF LEASEHOLD ESTATE............................... 2 Grant ........................................................ 2 2.1.1 Grant of Leased Premises ................................ 2 2.1.2 Grant of Tenant’s Facilities, Joint Club/RodeoStore and Tenant’s Parking Spaces ................................................. 3 2.1.3 Grant of Practice Facilities ............................... 3 2.1.4 No Warranty of Title .................................... 4 Delivery of Possession and Acceptance; Covenantof Quiet Enjoyment..... 4 2.2.1 Delivery of Possession and Acceptance ..................... 4 2.2.2 Covenant of Quiet Enjoyment ............................. 4 Leasehold Priority .............................................. 5 Exclusive Right to Exhibit Professional Football ...................... 5 Right to Use ................................................... 7 2.5.1 Year-Round Use ....................................... 7 2.5.2 Use During Certain Periods ............................... 7 2.5.3 Priority Scheduling of Football HomeGames................ 9 2.5.4 Scheduling of Tenant Events ............................. 10 2.5.5 Tenant’s Parking ...................................... 10 2.5.6 12 Suites, Club Level and Business Center .................... Landlord Events and Rodeo Non-Events on Game Days ....... 2.5.7 12 2.5.8 Landlord Events on Tenant Event Days .................... 12 2.5.9 Landlord Events On Open Days .......................... 12 2.5.10 GameDay Parking Revenue ............................. 13 Tenant Event Day and Tenant Non-Event Parking Revenue.... i 3 2.5.11 2.5.12 Landlord’s Parking Spaces ............................... 13 Stadium Signs; ComplexGround Informational Signs ................. 14 2.6.1 Stadium Sign ......................................... 14 14 2.6.2 ComplexGrounds Informational Signs ..................... Section 2.2 Section 2.3 Section 2.4 Section 2.5 Section 2.6 1 1 1 1 2 ARTICLE 3 Section 3.1 Section 3.2 LEASETERM................................................ Lease Term ................................................... CommencementExtension Options ................................ 14 14 14 ARTICLE 4 Section 4.1 PAYMENTS ................................................. Payments .................................................... 4.1.1 Amount ............................................. 15 15 15 TABLE OF CONTENTS (Continued) Page Section 4.2 Section 4.3 Section 4.4 ARTICLE 5 Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 ARTICLE 6 Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 Section 6.7 4.1.2 Timing of Paymentof Guaranteed Paymentand Additional Guaranteed Payment ........................................... Additional Payments ........................................... 4.2.1 Staffing Expenses ..................................... 4.2.2 Utilities ............................................. Tenant’s Facilities, Joint Club/RodeoStore and 4.2.3 Practice Facilities .............................................. Place and Method of Payment .................................... Tenant’s Audit Rights ........................................... 16 16 16 16 17 17 17 USE ANDOCCUPANCY;PERMITTEDUSES ..................... Permitted Uses ................................................ Prohibited Uses ............................................... 5.2.1 Tenant’s Prohibited Uses ................................ Compliance with Governmental Rules ............................. Tenant .............................................. 5.3.1 5.3.2 Landlord ............................................. Rights of Tenant to Revenues .................................... Seat Rights ................................................... 18 18 20 20 20 20 21 21 21 OPERATION,MAINTENANCE,AND REPAIR .................... Operating Covenant ............................................ Reserved Rights ....................................... 6.1.1 6.1.2 Staffing ............................................. 6.1.3 Tenant’s Negligence .................................... Restocking ........................................... 6.1.4 Security for Certain ComplexGrounds ..................... 6.1.5 Maintenance and Repairs ........................................ Landlord’s Obligation .................................. 6.2.1 Readiness of the Playing Field ........................... 6.2.2 Changes, Alterations and Additional Improvements................... Mechanics’ Liens and Claims ..................................... Tenant .............................................. 6.4.1 Landlord ............................................ 6.4.2 Tenant’s Remedial Work ........................................ Landlord’s Remedial Work ...................................... Utilities ...................................................... Landlord’sLiability for Interruption of Utilities .............. 6.7.1 6.7.2 Landlord’s Covenants Regarding Utilities ................... 22 22 22 22 24 24 24 24 24 25 25 26 26 26 27 27 28 28 29 ii TABLE OF CONTENTS (Continued) Page 29 29 29 30 ARTICLE7 Section 7.1 Section 7.2 Section 7.3 CAPITAL REPAIR AND REPLACEMENT COSTS ................. Capital Repair Reserve Fund ..................................... Landlord’s Capital Repair Reserve Fund Deposits .................... Use of Capital Repair Reserve Fund ............................... ARTICLE 8 Section 8.1 IMPOSITIONS............................................... Taxes and Assessments ......................................... 8.1.1 Impositions on LeasedPremises and Practice Facilities ....... Impositions on Tenant OwnedPersonalty ................... 8.1.2 Future Taxes or Impositions ............................. 8.1.3 ARTICLE9 Section 9.1 31 INSURANCEANDINDEMNIFICATION.......................... 31 Policies Required .............................................. 31 Landlord’s Property Insurance Policy ...................... 9.1.1 Policies Required For Additional Landlord Work- Builder’s All 9.1.2 31 Risk Policy ................................................... Additional Policies Required by Landlord During the 9.1.3 32 Lease Term ................................................... 33 9.1.4 Policies Required by Tenant ............................. 36 Surety Bonds ................................................. 36 Blanket or Master Policy ........................................ 36 Failure to Maintain ............................................. 37 Additional Policy Requirements .................................. 37 Insurers; Certificate and Other Requirements................ 9.5.1 37 Delivery of Evidence of Insurance ........................ 9.5.2 38 Waiver of Right of Recovery ............................. 9.5.3 38 Proceeds of Insurance .......................................... 39 Indemnification ............................................... 39 Tenant’s Agreement to Indemnify ......................... 9.7.1 39 9.7.2 Tenant’s Exclusions .................................... 40 Landlord’s Agreement to Indemnify ....................... 9.7.3 40 Landlord’s Exclusions .................................. 9.7.4 41 9.7.5 No Third Party Beneficiary .............................. 41 9.7.6 Conduct of Claims ..................................... 42 Survival ............................................. 9.7.7 Section 9.2 Section 9.3 Section 9.4 Section 9.5 Section 9.6 Section 9.7 ARTICLE 10 Section 10.1 30 30 .30 30 30 OWNERSHIPOF LEASED PREMISES AND PRACTICE FACILITIES; ACCESS.................................................... Title to the LeasedPremises and Practice Facilities .. ................. Ownership ................ 10.1.1 Sale or Disposal of Equipmentor Other Personal Property ..... 10.1.2 °°° III 42 42 42 42 TABLE OF CONTENTS (Continued) Page Access to the Leased Premises and Practice Facilities by Landlord ....... 10.2.1 Leased Premises ...................................... Tenant’s Facilities and Practice Facilities ................... 10.2.2 Emergency Situations .................................. 10.2.3 42 42 43 43 ARTICLE 11 ENFORCEABLECONTRACTS ................................. 44 ARTICLE 12 Section 12.1 Section 12.2 CASUALTYDAMAGE........................................ Damage or Destruction ......................................... Insurance Proceeds ............................................. 12.2.1 Requirements for Disbursement .......................... Disbursements of Excess Proceeds ........................ 12.2.2 Uninsured L0sses/Policy Deductibles ...................... 12.2.3 12.2.4 Application of Insurance Proceeds ........................ Option to Terminate ............................................ 12.3.1 Damageor Destruction of Substantially All of the Improvements .................................................. Distribution of Capital Repair Reserve Account .............. 12.3.2 12.3.3 Limitation on Distribution of Capital Repair Reserve Account .. Definition of Substantially All of the Improvements .......... 12.3.4 Landlord’s Intent to Rebuild ............................. 12.3.5 Survival ...................................................... 44 44 44 44 45 45 45 46 Section 10.2 Section 12.3 Section 12.4 ARTICLE 13 Section 13.1 Section 13.2 Section 13.3 Section 13.4 Section 13.5 Section 13.6 Section 13.7 ARTICLE 14 Section 14.1 Section 14.2 46 46 46 47 47 47 47 CONDEMNATION ............................................ 47 Temporary Taking ............................................. 47 Condemnation of Substantially All of the Improvements ............... 47 13.2.1 Termination Rights .................................... .48 13.2.2 Definition of Substantially All of the Improvements ......... 48 Condemnation Repair Work ..................................... Application of CondemnationAwards; Distribution of Capital 49 Repair Reserve Account .......................... ............... 49 13.4.1 Application of Condemnation Awards ..................... 49 Distribution of Capital Repair Reserve Account .............. 13.4.2 Limitation on Distribution of Capital Repair Reserve Account .. 50 13.4.3 50 Condemnation Proceedings ...................................... 50 Notice of Condemnation ........................................ 50 Survival ..................................................... ASSIGNMENT; SUBLETTING .................................. Assignments of Tenant’s Interest; Subleasing ........................ Permitted Transfers ............................................ iv 50 50 51 TABLE OF CONTENTS (Continued) Page Release of Tenant .............................................. Space Leases ................................................. Transfers by Landlord .......................................... Release of Landlord ............................................ Estoppel Certificate ............................................ BondInsurer Consent to Landlord Transfer ......................... 52 54 54 55 55 55 ARTICLE15 Section 15.1 Section 15.2 FACILITY MORTGAGES ...................................... Facility Mortgages ............................................. Pledge of Payments ............................................ 56 56 56 ARTICLE 16 Section 16.1 Section 16.2 TENANTMORTGAGES ....................................... Tenant Mortgages ............................................. Tenant Mortgagee Protection ..................................... 16.2.1 Acknowledgmentand Agreement by Landlord ............... 16.2.2 Foreclosure and Sale ................................... 57 57 57 57 58 Section 14.3 Section 14.4 Section 14.5 Section 14.6 Section 14.7 Section 14.8 DEFAULTSANDREMEDIES................................... Events of Default .............................................. 17.1.1 Tenant Default ........................................ 17.1.2 Landlord Default ...................................... Landlord’s Remedies ........................................... Section 17.2 17.2.1 Bond Insurer Remedies ................................. 17.2.2 NFL Remedies ........................................ 17.2.3 Information Concerning Cure by Bond Insurer or NFL........ Section 17.3 Tenant’s Remedies for Landlord Default ............................ Section 17.4 Termination .................................................. ¯ 17.4.1 Bond Insurer ComplexManager Replacement Option ......... Section 17.5 Tenant’s Self-Help Remedy......................... ¯ ............. Section 17.6 Tenant’s Remediesfor Impaired Tenantability ....................... Section 17.7 Tenant’s Remedies for Untenantable Condition ...................... Section 17.8 Cumulative Remedies .......................................... Section 17.9 Indirect Damages .............................................. Section 17.10 Declaratory or Injunctive Relief ................................... Section 17.11 Interest on OverdueObligations and Post-JudgmentInterest ............ Section 17.12 No Waivers .................................................. Section 17.13 Effect of Termination ........................................... Section 17.14 WaiverofLiens ............................................... Section 17.15 Consumer Rights .............................................. Section 17.16 Court Proceedings ............................................. Section 17.17 Attorneys’ Fees ................................................ ARTICLE17 Section 17.1 V 59 59 59 60 62 64 64 65 65 65 65 66 67 69 69 69 70 70 70 71 71 71 72 72 TABLE OF CONTENTS (Continued) Page ARTICLE 18 Section 18.1 Section 18.2 SURRENDEROF POSSESSION; HOLDINGOVER................. Surrender of Possession ......................................... Removal of Personalty .......................................... 18.2.1 Tenant’s Obligation to Remove........................... 18.2.2 Landlord’s Right to Remove............................. Section 18.3 Holding Over ................................................. Section 18.4 Survival .......................................... ........... 72 72 73 73 73 73 73 ARTICLE19 Section 19.1 Section 19.2 Section 19.3 Section 19.4 DISPUTE RESOLUTION ....................................... Settlement By Mutual Agreement ................................. Arbitration ......................... ¯ .......................... Emergency Relief .............................................. Bond Insurer .................................................. 73 73 74 74 74 ARTICLE 20 Section 20.1 Section 20.2 TIME, DELAY, APPROVALSANDCONSENTS................... Time ........................................................ Delays and Effect of Delays ...................................... Excusable Tenant Delay ................................ 20.2.1 20.2.2 Excusable Landlord Delay ............................... Continued Performance/Mitigation/Exceptions .............. 20.2.3 Approvals and Consents; Standards for Review ...................... 20.3.1 Review and Approval or Consent Rights ................... 20.3.2 No Implied Approval or Consent ......................... 75 75 75 75 75 75 76 76 76 Section 20.3 ARTICLE21 Section 21.1 Section 21.2 Section 21.3 Section 21,4 MISCELLANEOUS PROVISIONS............................... No Broker’s Fees or Commissions ................................. Covenants Running with the Estates in Land ........................ Relationship of the Parties ....................................... Representations of Landlord and Tenant ............................ Power and Authority ................................... 21.4.1 Tenant’s Representations ................................ 21.4.2 Landlord’s Representations .............................. 21.4.3 Section 21.5 Waiver of Immunity ............................................ Section 21.6 Non-Merger of Estates .......................................... Section 21.7 Notices ...................................................... 21.7.1 Bond Insurer ......................................... 21.7.2 NFL ................................................ Section 21.8 Severability .................................................. Section 21.9 Entire Agreement, Amendmentand Waiver ......................... Section 21.10 Incorporation of Appendices and Exhibits ........................... vi 76 76 76 77 77 77 77 78 79 80 80 80 80 81 81 82 TABLE OF CONTENTS (Continued) Page Section 21.11 Section 21.12 Section 21.13 Section 21.14 Section 21.15 Section 21.16 Section 21.17 Section 21.18 Section 21.19 Section 21.20 Section 21.21 Section 21.22 Section 21.23 Section 21.24 Table of Contents; Headings ..................................... Parties in Interest; Limitation on Rights of Others .................... Method and Timing of Payment ......................... = ........ Counterparts .................................................. Governing Law ............................................... Interpretation and Reliance ...................................... Recording of Memorandumof Lease .............................. Prohibited Use of Tenant’s Intellectual Property ...................... NFL Approval ................................................ Rodeo Lease .................................................. Prime Lease .................................................. Principal Project Documents..................................... Super Bowl ................................................... Obligation to Maintain Franchise ................................. APPENDICES AND EXHIBITS APPENDICES: APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F APPENDIX G APPENDIX H APPENDIXI Definitions Rules as to Usage Addresses for Paymentsand Notices Arbitration Procedures Insurance Plan Additional Requirements Practice Facilities Termsand Conditions Utility Services Rates Business Interruption Insurance Values Additional Guaranteed Payment vii 82 82 82 82 82 83 83 83 83 83 83 83 84 84 TABLE OF CONTENTS (Continued) Page EXHIBITS: EXHIBIT A-1 EXHIBIT A-2 EXHIBIT A-3 EXHIBIT A-4 EXHIBIT A-5 EXHIBIT A-6 EXHIBIT A-7 EXHIBIT A-8 EXHIBIT A-9 EXHIBIT A-10 EXHIBIT A-11 EXHIBIT A-12 EXHIBIT B EXHIBITB-1 EXHIBITC-1 EXHIBIT C2 EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H ~ ~ Depiction of AstrodomainProper Depiction of Landlord’s Land Depiction of Playing Field Depictionof Practice Facilities Depictionof Practice Facilities Landincluding Landlord’sPractice Facilities Landand Tenant’sPractice Facilities Land Depiction of the RodeoLand Depiction of Tenant’s Parking Spaces Depictionof Tenant’sFacilities Descriptionof Tenant’s Practice Facilities Land Depiction of Joint Club/RodeoStore , Depictionof Landlord’sFacilities Depiction of Landlord’s Stadium Parking Spaces Permitted Encumbrances Form of Special Warranty Deed LandlordStaffing Game/EventStaffing and Additional Staffing Form of Assignment and Assumption Agreement Form of Memorandumof Lease Existing RodeoLease Field Equipment Section 9 of City’s Exclusivity Resolution VIII NFL CLUB STADIUM LEASE AGREEMENT THIS NFLCLUBSTADIUM LEASEAGREEMENT is made and entered into effective as of the 17th day of May, 2001 (the "Effective Date"), by and between HARRIS COUNTY SPORTS & CONVENTION CORPORATION ("Landlord"), a local government corporation organized under the laws of the State of Texas, and HOUSTON NFLHOLDINGS, L.P. ("Tenant"), Delawarelimited partnership. Tenant and Landlordcollectively are sometimesreferred to herein as the "Parties," and each of Tenantand Landlordindividually is sometimesreferred to as a "Party." RECITALS A. Landlord leases the AstrodomainComplex,the Practice Facilities Landand the Additional Parking Land, amongother property, from the Countypursuant to the PrimeLease. B. The project known as "The Harris County Stadium" includes the design, development,construction, and furnishing of the Stadiumpursuant to the Project Agreement,the lease and use thereof by Tenant pursuant to this StadiumLease and the other Principal Project Documentsand the operation thereof by Landlord pursuant to this Stadium Lease and the other Principal Project Documents. C. In conjunction with the timely design, development,construction and furnishing of the Stadiumpursuant to the Project Agreementand in light of the required use thereof by Tenant, Tenantdesires to lease the LeasedPremisesand Practice Facilities fromLandlordfor the purposes and uses permitted hereunder, on, subject to and in accordancewith the terms hereof. AGREEMENTS For and in consideration of the respective covenantsand agreementsof the Parties herein set forth, and other goodand valuable consideration, the receipt and sufficiency of whichare herebyacknowledged by the Parties, the Parties do hereby agree as follows: ARTICLE 1 GENERAL LEASE TERMS; REPRESENTATIVESOF THE PARTIES Section 1.1 Definitions. Unless the context otherwise requires, capitalized terms used in this StadiumLease have the meaningsset forth on AppendixA attached hereto or otherwise assigned to themin this StadiumLease. Section 1.2 Rules as to Usage. The rules set forth on AppendixB attached hereto shall be followed whenconstruing words used in this StadiumLease. Section 1.3 Landlord Representative. Onor before thirty (30) days after the Effective Date, Landlord shall designate an individual to be the Landlord Representative (the "Landlord Representative") and provide Tenant and, during the BondInsurance Period, BondInsurer, with written notice of the identity of the individual so designated. Landlordshall have the right, from time to time, to changethe LandlordRepresentativeby giving Tenantand, during the BondInsurance Period, BondInsurer, written notice thereof. Withrespect to any action, decision or determination which is to be taken or madeby Landlord under this StadiumLease, the LandlordRepresentative maytake such action or makesuch decision or determinationor shall notify Tenantin writing of an individual responsible for such action, decision or determination and shall forward any communicationsand documentationto such individual for response or action. Actions, decisions or determinationsby the LandlordRepresentativeon behalf of Landlordshall be donein his or her reasonable business judgmentunless express standards or parameterstherefor are included in this Stadium Lease or the other Principal Project Documents,in which case, actions taken by the Landlord Representative shall be in accordance with such express standards or parameters. Any consent, approval, decision or determination hereunder by the LandlordRepresentative shall be binding on Landlord; provided, however, the LandlordRepresentative shall not have any right to modify, amend,or terminate this StadiumLease. Section 1.4 TenantRepresentative.Onor before thirty (30) days after the Effective Date, Tenant shall designate an individual to serve as the Tenant Representative (the "Tenant Representative") and provide Landlordand, during the BondInsurance Period, BondInsurer, with written notice of the individual so designated. Tenantshall have the right, fromtime to time, to change the Tenant Representative by giving Landlordand, during the BondInsurance Period, Bond Insurer, written notice thereof. Withrespect to any action, decision or determinationto be taken or madeby Tenant under this StadiumLease, the Tenant Representative maytake such action or make such decision or determinationor shall notify Landlordin writing of an individual responsible for such action, decision or determination and shall forward any communicationsand documentation to such individual for response or action. Actions, decisions or determinations by the Tenant Representativeon behalf of Tenantshall be done in his or her reasonable business judgmentunless express standards or parameterstherefor are included in this StadiumLeaseor the other Principal Project Documents,in whichcase, actions taken by the TenantRepresentativeshall be in accordance with such express standards or parameters. Anyconsent, approval, decision or determination hereunderby the Tenant Representative shall be binding on Tenant; provided, however,the Tenant Representative shall not have any right to modify, amend,or terminate this StadiumLease. ARTICLE 2 GRANT OF LEASEHOLD ESTATE Section 2.1 Grant. 2.1.1 Grantof LeasedPremises.In consideration of and subject to the covenants, agreements, and conditions set forth herein and in the other Principal Project Documents, (a) Landlorddoes herebylease, let, demiseand rent unto Tenant, and Tenantdoes herebylease and rent fromLandlord,the following(collectively, together with all propertyleased, let, demised,rented or granted under Section 2.1.2, the "Leased Premises") for BookedFootball HomeGames,Booked Tenant Events and BookedTenant Non-Events,all in accordance with this StadiumLease and the Stadium Tri-Party Agreement: (i) TheStadium(excluding the RodeoFacilities and Landlord’sFacilities) and the ParkingFacilities; (ii) The Landlord’s FF&E; (iii) TheIntellectual PropertyRights, including an exclusive, royalty free license to use such Intellectual Property Rights; (iv) All air rights and air space above the Stadium and the ComplexGrounds; (v) The right to utilize all improvementslocated beneath the Stadium and ComplexGrounds; and (vi) Uninterrupted access to and egress from the Stadium and the Parking Facilities. 2.1.2 Grant of Tenant’s Facilities, Joint Club/RodeoStore and Tenant’s ParkingSpaces. In addition to the provisions of Section 2.1.1, and in consideration of and subject to the covenants, agreements, and conditions set forth in this StadiumLease and in the other Principal Project Documents,(a) Landlorddoes herebylease, let, demise, and rent unto Tenant an exclusive basis at all times during the LeaseTerm,and Tenantdoes herebyso lease and rent from Landlord,the Tenant’s Facilities and the Tenant’s Parking Spaces, (b) Landlorddoes herebylease, let, demise,and rent unto Tenantat all times during the LeaseTerm,and Tenantdoes herebyso lease and rent from Landlord, the Joint Club/RodeoStore on an exclusive basis, except that during the term of the RodeoLease, on a joint basis with the Rodeoas co-tenant, and (c) to the extent reasonablynecessaryor otherwiseappropriate for the use and enjoymentof Tenant’sFacilities, the Joint Club/RodeoStore and Tenant’s Parking Spaces as contemplatedin this StadiumLease and the other Principal Project Documents, Landlorddoes hereby(i) lease, let, demiseand rent unto Tenant on an exclusive basis at all times during the Lease Term,and Tenantdoes herebyso lease and rent from Landlord, the Landlord’sFF&E and the Intellectual Property Rights, and (ii) grants to Tenant uninterrupted access to and egress from the Tenant’s Facilities, the Joint Club/RodeoStore and Tenant’s Parking Spaces. 2.1.3 Grantof PracticeFacilities. In considerationof and subject to the covenants, agreements, and conditions set forth in this StadiumLease and in the other Principal Project Documents,(a) Landlorddoes herebylease, let, demise, and rent unto Tenanton an exclusive basis at all times during the Lease Term,and Tenant does hereby so lease and rent from Landlord, the Practice Facilities Land, all improvementsand fixtures ownedor leased by Landlord, if any, from time to time located thereonand all appurtenancesrelating thereto, and, (b) to the extent reasonably necessary or otherwise appropriate for the use and enjoyment of the Practice Facilities as contemplatedin the Principal Project Documents,Landlorddoes hereby grant to Tenant(i) all air rights and air space abovethe Practice Facilities, (ii) the right to utilize all improvements located beneath the Practice Facilities, and (iii) uninterrupted access to and egress from the Practice Facilities, all on the terms and conditions set forth in AppendixF attached hereto and incorporated herein for all purposes. 3 2.1.4 No Warranty of Title. Without limiting or reducing any of Landlord’s covenants contained in Section 2.2 or 2.3 of this StadiumLease, Tenant agrees that Landlordis leasing to Tenantall of Landlord’sright, title and interest in and to the LeasedPremisesand the Practice Facilities Landwithoutwarrantyof title. Section 2.2 Delivery of Possession and Acceptance; Covenantof Quiet Enjoyment. 2.2.1 Delivery of Possession and Acceptance.Landlord covenants and warrants that it is the ownerof a leaseholdestate in the LeasedPremisesand the Practice Facilities Land,all pursuant to a grant directly from the only fee simple ownerthereof. Landlordfurther covenantsand warrants that (i) on the Effective Date, Landlordwill deliver to Tenantexclusive possession and occupancyof the Practice Facilities Land,on and subject to the terms and conditionsof Section2.1.3 and AppendixF, and (ii) on the Commencement Date, Landlordwill deliver to Tenant (x) exclusive possession and occupancyof Tenant’s Facilities, the Joint Club/RodeoStore, and the Tenant’s Parking Spaces, on and subject to the terms and conditions set forth herein and in the Principal Project Documents,and (y) possession and occupancyof the remainderof the Leased Premises if, as and whenrequired under the terms of this Stadium Lease and the other Principal Project Documents.As and whenso delivered, (i) the LeasedPremises shall be in First Class Condition, and (ii) the LeasedPremisesand the Practice Facilities Landshall be subject only to the Permitted Encumbrances,any Encumbrancesarising by, through or under Tenant, and the terms of the Principal Project Documents.For the purposesof this Section 2.2.1 only, the LeasedPremiseswill be deemedto be in a First Class Condition on the Commencement Date if the LeasedPremises are constructed and delivered to Tenantin accordancewith the terms of the Project Agreement and this StadiumLease. The foregoing shall not require Landlordto repair or clean any conditions caused by any occupancyof any of the Leased Premises or the Practice Facilities Land prior to the Commencement Date by Tenant pursuant to the Project Agreementor this Stadium Lease. Only whenthe Landlordhas madeall of such deliveries to Tenantin accordancewith this Section 2.2.1 shall Tenant be deemedto have accepted delivery of any of the LeasedPremises or the Practice Facilities Land,as applicable. Tenantshall havethe right to obtain a title insurancepolicy insuring its LeaseholdEstate and any right of reversion in or to the Tenant’s Practice Facilities Landat Tenant’s expense. Landlord shall not permit or allow any renewal, modification, extension, amendmentor supplement of any Permitted Encumbrancewithout the prior written approval of Tenant, whichapproval will not be unreasonablywithheld. 2.2.2 Covenantof Quiet Enjoyment.Landlord covenants for the Lease Termthat Tenant, uponpaying the Paymentsand uponkeeping, observing and performingthe terms, covenants and conditions of this StadiumLeaseand the other Principal Project Documents to be kept, observed and performedby Tenant, shall and mayquietly and peaceably hold, occupy, use, and enjoy the Tenant’s Facilities, the Joint Club/RodeoStore, the Tenant’s Parking Spaces and the Practice Facilities Land, at all times, and the remainderof the LeasedPremisesat such times as required under this StadiumLease or any of the other Principal Project Documents,without ejection or interference by or from Landlordor any other Person (other than Persons claiming by, through or under Tenant), subject only to Encumbrances arising by, through or under Tenant, rights of Space Tenants arising by, through or under Tenant, the PermittedEncumbrances, and as otherwiseprovided or allowed under this StadiumLease or any of the other Principal Project Documents;provided, 4 however,with respect to the air rights and air space abovethe LeasedPremises and the Practice Facilities Land,the covenantof quiet enjoymentcontainedin this Section 2.2.2 shall only apply to the extent that Landlordhas the right and poweras of the Effective Date to makesuch covenant. Section 2.3 LeaseholdPriority_. Landlord covenants that the Leasehold Estate shall be senior and prior to any Lien or other Encumbrance (other than the Permitted Encumbrances and any other Encumbrances arising by, through or under Tenant or permitted in this StadiumLease or the other Principal Project Documents).Further, Landlordagrees that all other tenants and users of the LeasedPremiseswhoserights are granted after the Effective Dateshall expressly subordinatetheir rights in the LeasedPremisesto the rights of Tenantas set forth in the Principal Project Documents pursuantto a written statementin the lease, contract, license or other agreemententered into between such tenant or user and Landlord. This Section does not extend to any Liens or other Encumbrances arising by, throughor under Tenantor its agents acting in such capacity. Section 2.4 Exclusive Right to Exhibit Professional Football. As part of the consideration for this StadiumLeaseand the other Principal Project Documents, and anything herein or in any of the other Principal Project Documents to the contrary notwithstanding,it is agreedthat except for any college football games, the NFLWorld ChampionshipGame(Super Bowl) and Pro-BowlGamesduring the LeaseTerm,Tenantshall havethe sole and exclusive right and privilege of exhibiting professional football in not only the Stadiumbut any other stadiumownedor controlled by Landlord,the County,or any CountyAffiliate, within the limits of Harris County.Theforegoing is not intended as a grant of a right to use the LeasedPremiseson any dates other than those dates on which Football HomeGames, Tenant Events or Tenant Non-Events are Bookedin accordance with this StadiumLease and the other Principal Project Documents.In addition, Landlord, the County,and any CountyAffiliate each agrees that it will not enter into a lease or other contractual arrangementwith any other Personfor, or that allows the exhibition of professional football during the Lease Term.For purposesof this StadiumLease, "professional football" shall meanthe type of Americanfootball regularly played in the United States betweenmemberteams within a football ¯ association such as the NFL,the CanadianFootball League, the NFLEuropeLeague, XFL(Extreme Football League),and any other similar league or leagues nowor hereafter organized, and including any teamswithout league affiliation playing a comparablestyle and brand of professional American football (excluding so-called "arena" football, as commonly practiced today). The hereinabove stated provisions of this Section 2.4 shall constitute restrictive covenantswhichrun with and bind the LeasedPremises, including the Stadium,and any other stadiumownedor controlled by Landlord, the County,or any CountyAffiliate within the limits of Harris Countyduring the entire LeaseTerm. Tenantshall be deemedthe beneficiary of the aforesaid restrictive covenants. Notwithstanding anything to the contrary contained in this StadiumLease or the other Principal Project Documents,Tenant’s sole and exclusive remedies for any violation of this Section 2.4 by Landlord,Countyor any CountyAffiliates shall be as follows: (a) Tenantshall have the right to obtain an injunction prohibiting any such violation, (b) so long as any such violation exists, Tenant also shall have the continuing rights (i) to abate all payments(excluding GuaranteedPaymentand the Additional GuaranteedPayment)to be paid under this StadiumLease and any of the other Principal Project Documents (the "Exclusivity_ AbatementRight"), or (ii) terminate this StadiumLease and the other Principal Project Documents(except the obligation of Tenant to pay the GuaranteedPaymentand the Additional GuaranteedPaymentin accordance with this Stadium Lease and the other Principal Project Documents)(the "Exclusivity Termination Right"), and (c) subject Section 17.9, sueLandlord, County and any Coun ty Affiliate for dama ges, including lost profits incurred as a direct result of such violation. In connectionwith any injunction proceedings, Tenant shall also have the right to require Landlord, the County, or any County Affiliate, as the case maybe, to (a) join in any such injunctionproceeding,to the extent any of them is a necessaryparty to obtain injunctive relief, and (b) if the injunctionproceedingis broughtagainst (i) the Sports Authorityfor violation of Section 7.3 of the FundingAgreement,or (ii) the City violation of the provisions set forth in that certain Sales and Use Tax RevenueContribution Agreementdated November28, 2000, by the City of Houston, Texas, such provision being in substantially the form set forth on Exhibit H, cooperate with Tenant in any such injunction proceedings. If Tenant exercises its Exclusivity Termination Right, notwithstanding any other provisions of this StadiumLease or the Principal Project Documents,Tenantshall then (i) be free, at its sole option, to relocate the Teamto any other location whetherwithin or outside the limits of Harris Countywithout any accountability or liability to Landlordor any Person whomsoever and (ii) be deemedreleased from all obligations under this StadiumLease and the Principal Project Documents,except the obligation to pay the Guaranteed Paymentand the Additional Guaranteed Payment,as if this StadiumLease and the Principal Project Documentshad not been terminated as a result of Tenant’sexercise of the Exclusivity TerminationRight. In connectionwith the rights granted to Tenant in this Section 2.4, each of Eandlord, the County, and any CountyAffiliate: (a) recognizes that Tenant has (x) contributed significant capital costs to constructionof the Stadiumand related infrastructure, includingthe Practice Facilities, and (y) acquiredthe Franchise,in material part, in reliance on the agreements of the parties to the Principal Project Documents,including the provisions of this Section 2.4; and (b) acknowledgesand agrees that monetarydamagescould not be calculated compensateTenant for any violation by the Landlord, Countyor any CountyAffiliate of the covenants, duties and obligations containedin this Section 2.4. Accordingly,Landlord, the Countyand each CountyAffiliate agrees that (i) Tenant mayrestrain enjoin any violation as providedabovein this Section 2.4 or threatened violation of any covenant, duty or obligation contained in this Section 2.4 without the necessity of posting a bondor other security and withoutany further showingof irreparable harm,balanceof harms, considerationof the public interest or the inadequacyof monetarydamagesas a remedy,(ii) the administration of order for injunctive relief wouldnot be impracticable and, in the event of any violation of any covenant, duty or obligation contained in this Section 2.4 the balance of hardships wouldweighin favor of entry of injunctive relief, (iii) Tenantmayenforce any such covenant, duty or obligation containedin this Section 2.4 throughspecific performanceif so awardedpursuant to the Arbitration Procedures, and (iv) Tenant mayseek injunctive or other form of relief from a court of competent jurisdiction in order to maintainthe status quoand enforcethe termsof this Section2.4 on an interim basis pendingthe outcomeof arbitration of the applicable Disputeor Controversyin connectionwith this Section 2.4 pursuant to the Arbitration Procedures. Each of Landlord, the Countyand any 6 CountyAffiliate further agreesand irrevocablystipulates that the rights of Tenantto injunctive relief pursuantto this .Section 2.4 shall not constitute a "claim" pursuantto Section101(5) of the United States BankruptcyCodeand shall not be subject to discharge or restraint of any nature in any bankruptcyproceeding involving the Landlord, the Countyor any CountyAffiliate. Section 2.5 Right to Use. 2.5.1 Year-RoundUse. Tenant will have exclusive use of Tenant’s Facilities, the Joint Club/Rodeo Store, the Tenant’sParkingSpacesand the Practice Facilities, and the Intellectual Property Rights attendant thereto, at all times during the LeaseTerm,subject only to the provisions of this Stadium Lease and the other Principal Project Documents. Tenant shall also have uninterrupted access to such areas of the Leased Premises (including ingress and egress), on year-roundbasis, as shall be reasonablynecessaryto use and enjoythe Tenant’sFacilities, the Joint Club/Rodeo Store, the Tenant’s Parking Spaces and the Practice Facilities as permitted or allowed under this StadiumLease and the StadiumTri-Party Agreement. 2.5.2 Use DuringCertain Periods. (a) Football HomeGames/TenantEvents. (i) Football HomeGames. On each GameDay during each NFL Football Seasonduring the Lease Term,Tenant will have the sole and exclusive right to use, occupy,possess, enjoy and control the Leased Premises for the purpose of playing or conducting the Football HomeGameBookedfor that Game Day,subject to the provisions of this StadiumLeaseand the other Principal Project Documents.Duringany such Football HomeGame,the roof shall be open or closed in Tenant’ssole discretion. Onany GameDay, (i) Tenantmaystage activities attendant to such Football HomeGameon the Leased Premises (including the Parking Facilities) as part of such Football HomeGameand under the sameadmission ticket as such Football HomeGame,and (ii) Tenant’s guests and invitees shall be permittedto cook and otherwiseprepare and consumefood and beverages in the Parking Facilities (i.e. tailgating). Withoutin any waylimiting the foregoing, it is expressly acknowledged and agreed that a pre-game,half-time or post-game show on a GameDay("Same Day Show"), shall not constitute a Tenant Eventand thus will not count toward the annual number of Tenant Events to which Tenant is entitled under this StadiumLease and the other Principal Project Documents,so long as such SameDayShowis sold under the sameadmissionticket as the Football HomeGame. (ii) Tenant Events. Tenant, subject to the provisions of this Stadium Lease and the other Principal Project Documents, also will havethe sole and exclusiveright to (A) use, occupy, possess, enjoy and control the Stadium, and use, occupyand enjoy other portions of the Leased Premises as applicable pursuant to the provisions of the Principal Project Documents, in connection with the Tenant Events that are Bookedin accordancewith this StadiumLease and the other Principal ’ Project Documentsand (B) conduct such Tenant Events with the roof open or closed in Tenant’s sole discretion. In addition, in connectionwith TenantEvents, attendees shall be entitled to tailgate as providedin Section 2.5.2(a)(i) above with regard to Football HomeGames. (iii) Extension of Tenant Event BeyondMidnight. In the event that a Tenant Event extends for eight (8) hours beyond midnight of the day on which it commenced,such Tenant Event will still be consideredone TenantEvent. (b) Tenant Non-Events. The following are uses of the Leased Premises by Tenant whichare not Tenant Events ("Tenant Non-Events")and, therefore, do not count towardthe TenantEvents described in Section 2.5.2(a)(ii): (i) Practice Sessions. Duringthe Lease Term,but subject to the rights of Landlordand the Rodeoto conductLandlordEvents and RodeoNon-Eventsat the Stadiumpreviously Bookedfor use of the Stadiumat the sametime, Tenant shall have the right to use and occupythe Stadiumfor a practice session as needed one day prior to a Football HomeGame("Practice Session"). The Practice Session shall be for the benefit of Tenant and for its opponent in the Football HomeGameto occur on the day after the Practice Session. In addition, and subject to the rights of Landlordand the Rodeoto conduct Landlord Events and Rodeo Non-Events at the Stadium previously Bookedfor use of the Stadiumat the sametime, the Tenant and any such opponent mayuse the Stadium for other Practice Sessions as maybe approved by Landlord, whichapproval shall not be unreasonablywithheld. (ii) Incidental Events. At any time during the Lease Term, subject to the provisions of this StadiumLease, including Section 2.5.2, and the other Principal Project Documents, (A) Tenantshall havethe right to use and occupythe Stadium for events related to the promotion or operation of the Franchise, such as open houses, fan appreciation nights, and 8 other marketingevents, cheerleader practices, and the filming of commercials,(B) Suite licensees shall have the fight, by, through and under Tenant’s rights in this StadiumLease and the other Principal Project Documents,to use and occupy their respective Suites, and (C) Tenant, and Suite licensees and sponsors shall have the right (by, through and under Tenant’srights in this StadiumLeaseand the other Principal Project Documents)to use and occupy the Club Level and (D) Tenantshall have the right to use the BusinessCenter provided in Section 3.6 of the StadiumTri-Party Agreement (collectively, "Incidental Events"). Subjectonly to the fights of Landlord and the Rodeoto conduct Landlord Events and RodeoNon-Eventsat the Stadiumpreviously Bookedfor the same time, Tenant shall be entitled to Book any such Incidental Event within ninety (90) days prior to the date thereof or such longer period as mutuallyagreed betweenthe Parties and the Rodeo.Tenantshall not sell admissiontickets to attendees of any Incidental Event. Tenantshall havethe right to use and occupythe Stadiumor portion thereof Bookedfor such Tenant Non-Events without charge, other than any applicable Parking Tax and reimbursementof Landlord’s actual and reasonable expenses(including Utilities) directly causedby such use and occupancy(subject to the provisions of Section 2.5.11). 2.5.3 Priority Scheduling of Football HomeGames. For each NFLFootball Season, including pre-season, regular season and post-season gamesscheduled by the NFL,Tenant will haveabsolute and unconditionalfirst priority preferential schedulingof the LeasedPremisesfor the purpose of playing or conducting all of the Football HomeGamesduring Tenant’s Six-Month Period subject to the provisions set forth belowand in Section 2.5.7. Prior to the adoptionof the final schedule of league gamesby the NFLfor any NFLFootball Season, the LeasedPremises shall be Booked for Football HomeGamesfor all (a) Sundays, Mondays,Thursdays, Fridays and Saturdays for the pre-season during Tenant’s Six-MonthPeriod, (b) Sundays,Mondays,Thursdays and Saturdays for the regular season during Tenant’s Six-MonthPeriod, and (c) Sundays,Mondays, Fridays and Saturdays for the post-season during Tenant’s Six-MonthPeriod. Landlordshall have the right to Booka Landlord Event or RodeoNon-Eventon any GameDayonly in accordance with this StadiumLease, including Section 2.5.7, and the other Principal Project Documents.Within ten (10) business days following Tenant’s receipt of such final schedule of NFLgamesfor any NFL Football Season, Tenant shall notify Landlordthereof, and all GameDayswhichare not listed on such schedule as days for Football HomeGamesor potential post-season gamesin which the Team could participate shall be released for other Bookingby Landlordin accordancewith this Stadium Lease and the other Principal Project Documentsand shall not be considered GameDays for purposes of this StadiumLease or any other Principal Project Document.GameDaysfor potential post-season Football HomeGamesduring Tenant’s Six-MonthPeriod shall be released for other Bookingby Landlordonly if, as and whenthe Teamis mathematicallyeliminated from the playoffs. 9 If any BookedFootball HomeGameis postponed or canceled, Tenant shall have the right to Book such Football HomeGameon another date within such NFLFootball Season during Tenant’s Six-MonthPeriod on whichno conflicting LandlordEvent is then Bookedin the Stadium, subject to the provisions of the Principal Project Documents.Nothingcontained in this Stadium Leaseor any other Principal Project Document shall give Tenantthe right to (i) Bookor conductany Football HomeGame,Tenant Event or Tenant Non-Eventon a date on which a conflicting Rodeo Event or Landlord Event is Bookedin accordance with the Principal Project Documentsor (ii) conduct any Football HomeGame,Tenant Event or Tenant Non-Eventthat has not been Booked; provided, however, in the event any Football HomeGamein any NFLFootball Season is scheduled by the NFLto be conductedduring the Rodeo’sSix-MonthPeriod, then Landlordagrees to cooperate in good faith with Tenant in Booking such Football HomeGameon a date during Rodeo’s Six-MonthPeriod that is approvedby the Rodeoand Tenantand is not a date that is Bookedfor a RodeoEvent or a Landlord Event in accordance with the Principal Project Documents. 2.5.4 Schedulingof TenantEvents. Subject to the provisions of this Stadium Lease Agreement and the other Principal Project Documents,Tenantshall have the right to Bookthe Leased Premises for its Tenant Events at any time during the Lease Year, including Rodeo’s Six-MonthPeriod. Tenant shall Booka Tenant Event in accordancewith the StadiumLease and the other Principal Project Documents at least ninety (90) days and no morethan two (2) years prior the date selected for such Tenant Event. Tenant mayrelease any such date from Bookedstatus at any time; provided, however,in the event Tenant so releases any such Bookeddate within sixty (60) days of such date and such release is not the result of any Force Majeure(Force Majeureshall not include Tenant’sfailure to initially obtain a commitment for the performanceor event intended for the Tenant Event on such day), then such Tenant Event shall be deemedto have been held for the purpose of determining the numberof Tenant Events the Tenant is entitled to hold under Section 2.5.2(a)(ii). Nothing contained in this StadiumLease or any other Principal Project Document shall give Tenantthe right to Bookany Tenant Eventon a date that is Bookedfor a Rodeo Event in accordancewith the Principal Project Documentsor Bookedfor a Landlord Event. 2.5.5 Tenant’s Parkin2. (a) GameDay Use. Subject to the provisions of the Principal Project Documents,on each and every GameDay, Landlord shall provide to Tenant, at no cost or charge, other than any Parking Tax, adequate parking spaces on the ComplexGroundsfor the exclusive use of Tenantand its patrons, attendees, invitees and guests, including any officials, football players, Tenant’sservice peopleand staff, members of the press and other media, radio, television and advertising representatives and other Persons as Tenant may desire, in connection with a Football HomeGame.In no event will the numberof such adequateparking spaces be less than 22,000or morethan 25,000, in each instance, less the numberof parking spaces in Tenant’s Parking Spaces, Landlord’s Parking Spaces, Rodeo’s Parking Spacesand Astroworld’sParking Spaces. In fulfilling its parking obligations under this StadiumLease to Tenant in respect to the provisions to Tenant of parking spaces on GameDays, all such parking spaces shall be the closest parking spaces on the Complex Groundsto the Stadium,subject to the location of the Tenant’sParking Spaces, Landlord’s Parking Spaces, Rodeo’sParking Spaces and Astroworld’s Parking Spaces. 10 (b) Year-RoundUse. At all times during the Lease Term, but subject to the terms of the Principal Project Documents,Tenantshall have the sole and exclusive right to use Tenant’sParkingSpacesat no cost or charge, for the use of Tenantand its invitees and guests. (c) Tenant Event Use. If a Tenant Event is Bookedfor the Leased Premises prior to the Bookingof all LandlordEvents and RodeoNon-Eventsfor any of the Leased Premises on that Tenant Event Dayor if all LandlordEvents and RodeoNon-Events Bookedfor use of any of the Leased Premises at the sametime as the Tenant Event are cancelled, the numberof parkingspaces at the ParkingFacilities to be providedby Landlord to Tenant for such Tenant Event shall not be less than (a) all Parking Facilities on the ComplexGroundsif the Tenant Event is the only Event at the LeasedPremises or (b) one (1) parking space per three (3) patrons estimatedto attend such TenantEvent(as reasonably agreed by the Parties) if the TenantEventis not the only Event at the LeasedPremises. If one or more Landlord Events or RodeoNon-Eventshave been previously Bookedfor any of the LeasedPremises(for the sametime as TenantBooksits TenantEvent), at the time that TenantBooksits TenantEvent, Landlordwill notify Tenantof the numberof parking spaces at the Parking Facilities estimated to be neededfor such previouslyBookedLandlordEvents and RodeoNon-Events,in Landlord’sreasonable discretion, and Tenant shall be entitled to use the numberof the remainingparking spaces at the Parking Facilities or one (1) parking space per three (3) patrons estimated to attend such Tenant Event (as reasonablyagreed the Parties), whicheveris less. Withoutin any waylimiting any right ofthe Landlord,Tenant and Rodeoto relocate parking spaces as provided in Section 4.1 of the StadiumTri-Party Agreement, Landlord and Tenant acknowledgeand agree that the parking spaces in the Parking Facilities available for all LandlordEvents, TenantEvents, Tenant Non-Eventsand RodeoNon-Events,two or moreof whichmaybe conductedat the sametime, are all subject to the Tenant’s Parking Spaces, the Landlord’sParking Spaces, the Rodeo’sParking Spaces and Astroworld’s Parking Spaces. (d) Tenant Non-EventParking Spaces. During Tenant Non-Eventsthat are Bookedin accordancewith the terms of this StadiumLeaseand subject to the provisions of the Principal Project Documents,Tenant shall have the right to use such parking spaces on the ComplexGroundsas are necessary for the holding of such Tenant Non-Eventand as are required to be providedby Landlordin accordancewith this Section2.5.5(d) (the "Tenant Non-EventParking Spaces"). The Tenant Non-EventParking Spaces shall be (i) for the of the Tenant and patrons, attendees, invitees and guests of such Tenant Non-Eventand (ii) provided by Landlordon a non-discriminatorybasis. Landlord’sobligation to provide the TenantNon-EventParkingSpaceson a non-discriminatorybasis shall be satisfied so long as Landlordshall not exclude attendees of Tenant Non-Eventsfrom the Parking Facilities unless the ParkingFacilities are full. (e) Maintenance of Numberof Parking Spaces. Once more than 22,000 parking spaces (less Tenant’s Parking Spaces, Landlord’s Parking Spaces and Rodeo’s Parking Spaces) (but in no event greater than 25,000parking spaces, less Tenant’s Parking Spaces, Landlord’sParking Spaces and Rodeo’sParking Spaces) are available at the Complex 11 Groundson a consistent basis for Football HomeGames,Landlord shall not provide to Tenant for Football HomeGamesless than such amountof parking spaces. 2.5.6 Suites, Club Level and Business Center. Certain additional rights and obligations of the Parties and users of the Suites, the ClubLeveland the BusinessCenterare set forth in the StadiumTri-Party Agreement. 2.5.7 Landlord Events and Rodeo Non-Events on Game Days. Except as permitted in Section 4.1 of the StadiumTri-Party Agreement,Landlordshall not permit any Person, without the prior written approval of Tenant(whichmaybe withheldor conditionedin Tenant’ssole discretion) to Bookany Landlord Event or RodeoNon-Event,anywherein the Leased Premises on a GameDay; provided, however, Landlord mayBooka Landlord Event or RodeoNon-Eventin one or morebuildings at the AstrodomainComplex,excluding the Stadium, (a) on a GameDay, with Tenant’sprior written approval(whichwill not be unreasonablywithheld), providedthat (i) Landlord provides to Tenant, at no cost or charge, other than any ParkingTax, for Tenant’sexclusive use on each such GameDay 25,000 parking spaces (less Tenant’s Parking Spaces, Landlord’s Parking Spaces and Rodeo’sParking Spaces), (ii) Landlorddemonstratesto Tenantthat adequateadditional parking on or off of the ComplexGroundsis available to accommodatesuch Landlord Event or RodeoNon-Event,(iii) the LandlordEvent or RodeoNon-Eventdoes not reduce or interfere with the parking for the Football HomeGame,ingress/egress to or from the LeasedPremises(or any part thereof) for the Football HomeGameor tailgating or other activities permitted under this Stadium Lease or the other Principal Project Documentsin association with such Football HomeGame,and (b) on a GameDay that is a weekday(excluding a Legal Holiday), without Tenant’s approval, provided such LandlordEvent or RodeoNon-Eventdoes not interfere with the Football HomeGame occurring on such GameDay, concludes by 5:00 p.m. and does not interfere with the parking for such Football HomeGame,ingress/egress to or from the LeasedPremises (or any part thereof) for the Football Home Gameor tailgating or other activities permitted under this StadiumLeaseor the other Principal Project Documentsin association with such Football HomeGame;provided, that, in the event Landlord desires to Booka LandlordEvent or RodeoNon-Eventin the Stadiumwhich complies with the requirements of (b) above, Tenant maynot unreasonably withhold its consent thereto. Tenant will allow reasonable move-inaccess and move-outegress of LandlordEvents and RodeoNon-Eventson GameDays, provided the same does not interfere with the Football Home Gameoccurring on such GameDay nor reduce or interfere with the parking and Stadium ingress/egress for the Football HomeGameor tailgating or other activities permitted under this StadiumLease or the other Principal Project Documentsin association with such Football Home Game. 2.5.8 Landlord Events on Tenant Event Days. Recognizing the rights of the Parties under this StadiumLease and the other Principal Project Documents,Landlordand Tenant agree to reasonably cooperate to maximizeBookingswithin the Leased Premises on Tenant Event Days. 2.5.9 Landlord Events On OpenDays. Subject to any other provisions of this Stadium Lease and the other Principal Project Documents,Landlord retains the right to Book Landlord Events on any remaining open dates that are not GameDays, but Landlord shall be 12 responsible for requesting information from Tenant, in writing, as to the availability of such remainingopen dates for Bookingprior to Bookingany such remainingopen dates for itself so as to avoid any confusion as to the remainingopen dates availability. Notwithstandingthe provisions of Section 2.5.3 above, Landlord mayBookLandlord Events during one (1) seven-day period per month from August through December. Each such seven-day period once Booked will not be available for BookingFootball HomeGamesor Tenant Events. Each such seven-day period shall run from 12:01 a.m. Tuesdaythrough 11:59 p.m. the following Monday.Landlord shall not have two consecutive seven-day periods by using the last weekendof one monthand the first weekend of the next month.Landlordshall designate each such seven-dayperiod not less than one (1) year nor morethan five (5) years in advance. Landlord will cooperate in good faith with Tenant establish the schedulefor Augustnot less than three (3) years in advance. 2.5.10 GameDay Parking Revenue. Tenant shall receive all GameDay parking revenue derived from the Leased Premises in connection with a Football HomeGame,except on GameDayswhena LandlordEvent occurs as provided in Section 2.5.7 and except for any free or complimentaryparking provided for in the Principal Project Documents.If a Landlord Event or RodeoNon-Eventis occurring on a GameDaythat is a Saturday, Sundayor Legal Holiday, Tenant will receive 100%of all such parking revenue derived from the Leased Premises beginning five (5) hours prior to the Football HomeGameand concluding at the end thereof. If a LandlordEvent or RodeoNon-Eventis occurring on a GameDaythat is a weekday(excluding a Legal Holiday), Tenant will receive 100%of all such parking revenue derived from the LeasedPremises beginning three (3) hours prior to the Football HomeGameand concludingat the end thereof. 2.5.11 Tenant Event Day and Tenant Non-EventParking Revenue. Tenant will receive all parking revenue derived from the LeasedPremises attributable to a Tenant Event or TenantNon-Event,unless (a) a LandlordEvent is scheduledat the sametime as a Tenant Event, whichevent Tenant will receive all parking revenue attributable to such Tenant Event based on a turnstile count of three (3) patrons to such Tenant Event per vehicle or (b) a LandlordEvent scheduledat the sametime as a TenantNon-Event,in whichevent Landlordwill receive all parking revenue. Notwithstandinganything in this StadiumLeaseor the Principal Project Documents to the contrary, for any Tenant Event or Tenant Non-Eventthat occurs at a time during which no other Event is being conducted at the AstrodomainComplexfor which a parking charge applies, Tenant shall have the right to issue complimentaryparking passes, with in and out privileges, for such Tenant Event or Tenant Non-Eventto any employee, invitee, attendee or guest that it deems appropriate or necessary (the "Complimentary Parking Passes") and the holders of the ComplimentaryParking Passes mayenter the ComplexGroundsfor such Tenant Event or Tenant Non-Eventat any locations that the general public shall be entitled to enter the Complex Grounds. Anyvehicles entering the ComplexGrounds for such a Tenant Event or Tenant Non-Eventand presenting a ComplimentaryParking Pass shall not be subject to a parking charge of any kind, including a Parking Taxor any other parking fee. 2.5.12 Landlord’s Parkinl~ Spaces. During a Football HomeGameor Tenant Event, Landlordshall be entitled to use Landlord’sParking Spaces. 13 Section 2.6 Stadium Signs; ComplexGroundInformational Signs. 2.6.1 StadiumSign. Tenant, at Tenant’s sole cost and expense and subject to Landlord’s reasonable consent (which consent shall be permitted to take into consideration Landlord’sdesire to maintaina certain degree of aesthetic conformitywith respect to such types of signs), shall havethe right to place a marqueeor sign on the exterior of the Stadiumidentifying the Stadiumas the homeof Tenant (i.e., "Homeof HoustonTexans"). Tenant consents to the similar rights of the Rodeounder the RodeoLease. 2.6.2 ComplexGroundsInformational Signs. Tenant, at Tenant’s sole cost and expenseand subject to Landlord’sreasonableconsent (whichconsentshall be permitted to take into considerationLandlord’sdesire to maintaina certain degree of aesthetic conformitywith respect to such types of signs), shall havethe right to install such directional or informationalsignageon the ComplexGroundsas Tenant deemsreasonably necessary to adequately identify Tenant’s Facilities. Tenant consents to the similar rights of the Rodeounder the RodeoLease. ARTICLE 3 LEASE TERM Section 3.1 Lease Term. The term of this Stadium Lease (the "Lease Term")shall commence at 12:01 a.m. on the first day following the Substantial CompletionDate and acceptance of the Leased Premises by Tenant (as the same maybe extended pursuant to Section 3.2, the "Commencement Date"), and, unless (a) sooner terminated in accordancewith the provisions of this StadiumLease or (b) extended due to a Stub Period as described belowin this Section 3.1, end at 11:59 p.m. on the date that is thirty (30) years aider the Commencement Date. Prior to the Commencement Date, Tenant shall not have the right to use or occupythe LeasedPremises, subject to the terms and conditions of the Project Agreementproviding for such use or occupancy,which use or occupancy shall not be deemedto be acceptance of the Project ImprovementsWorkor commencement of the Lease Term.If an NFLFootball Season, including pre-season, is in progress on the date that is thirty (30) years aider the Commencement Date, then the Lease Termshall automaticallyextendedso as to end at 11:59p.m. on the first day followingthe last day of the earlier of Tenant’s Six-MonthPeriod and the NFLFootball Season then in progress (such period of extension of the LeaseTermbeing referred to herein as the "Stub Period"). Section 3.2 Commencement Extension Options. In the event Tenant reasonably determines that the Commencement Date will occur betweenAugust1 in any year, beginning with the calendar year 2002, and the end of the NFLFootball Season commencing in such year, Tenant shall have the right to exercise the "Mid-SeasonCommencement ExtensionOption" or the "Seasonal CommencementExtension Option." Tenant shall exercise the Mid-Season Commencement ExtensionOptionby giving Landlordwritten notice thereof at least thirty (30) days, but no longer than one hundred eighty (180) days (no earlier than November 1, 2001 in regard to the 2002 Football Season), prior to the first GameDayof the NFLFootball Seasonfor whichthe Mid-Season Commencement Extension Option is being exercised. Tenant’s exercise of the Mid-Season Commencement Extension Option shall entitle Tenant to allow the Commencement Date to occur as provided in Section 3.1 or extend the Commencement Date to a date during such NFLFootball 14 Season,as designatedby Tenantin a written notice to Landlorddeliveredat least five (5) days before such designated date but no later than twenty (20) days following the Commencement Date determinedin accordancewith Section 3.1. If no such notice is given by Tenant to Landlord, the Lease Termshall commenceon the Commencement Date determined pursuant to Section 3.1. Tenant shall exercise the Seasonal Commencement Extension Option by giving Landlord written notice thereof at least thirty (30) days, but no longerthan one hundredeighty (180) days earlier than November 1, 2001in regard to the 2002NFLFootball Season), prior to the first Game Dayof the NFLFootball Season for which the Seasonal Commencement Extension Option is being exercised. If Tenant exercises the Seasonal Commencement Extension Option, the Commencement Date shall be extended to a date following the NFLFootball Season for which the Seasonal Commencement Extension Option is being exercised, as designated by Tenant in a written notice to Landlorddelivered no later than twenty (20) days following the Commencement Date determined in accordancewith Section 3.1. If Tenant fails to exercise the Mid-SeasonCommencement Extension Option or the Seasonal Commencement Extension Option with respect to an NFLFootball Season, and the Commencement Date occurs pursuant to Section 3.1 prior to the date on whichTenant mayexercise the Mid-Season CommencementExtension Option or the Seasonal CommencementExtension Option for a subsequent NFLFootball Season, the Commencement Date shall be as so determined pursuant to Section 3.1. Notwithstanding anythingseeminglyto the contrary set forth herein, Tenant’sexercise of, or failure to exercise, the Mid-Season CommencementExtension Option or the Seasonal Commencement Extension Option shall not operate as a waiver of Tenant’s remedies or damagesas set forth in the Project Agreement,the FundingAgreementor this StadiumLease arising from the failure of the Stadiumto be completedby the date required thereunder. ARTICLE 4 PAYMENTS Section 4.1 Payments. 4.1.1 Amount. For each Lease Year in the Lease Term, Tenant covenants and agrees to pay to Landlordcertain annual paymentsand certain other payments(collectively, the "Payments")as follows and without offset or deduction other than as expressly provided in this Stadium Lease: (a) An amount equal to $4,010,000 for each such Lease Year (the "Guaranteed Payment"), and the Additional Guaranteed Payment in accordance with AppendixI hereto, which GuaranteedPaymentand Additional GuaranteedPaymentshall be due and payable as provided in Section 4.1.2; and 15 (b) The Additional Paymentsattributable to each such Lease Year, provided in Section 4.2, whichAdditional Paymentsshall be calculated, and shall be due and payable, as providedin Section 4.2. 4.1.2 Timing of Paymentof Guaranteed Paymentand Additional Guaranteed Payment. 4.1.2.1 General. Tenant shall pay the Guaranteed Payment and the Additional Guaranteed Payment for each Lease Year of the Lease Term in advance and in accordancewith Section 4.3, commencing on April 15, 2002 and continuing on the sameday of each calendar year thereafter until and including April 15,2031(each such date a "GuaranteedPayrnent Date"). The GuaranteedPaymentfor any Stub Period at the end of the Lease Termshall be paid at the beginning of the Stub Period and pro-rated based uponthe actual numberof days involved and paid by Tenantat the beginningof the Stub Period. 4.1.2.2 Return of Prepaid Guaranteed Payments. In the event this StadiumLeaseis terminated pursuant to Section 12.3, 13.2.1~ 17.4 or 17.7 or any other provision of the Principal Project Documents(other than due to a Tenant Default and excluding Section 2.4 hereof) and any GuaranteedPaymentshave been paid by Tenant for all or any portion of a Lease Year subsequent to the date of termination, Landlordshall on the date of termination refund to Tenantall amountspaid by Tenantas GuaranteedPaymentsfor all or any portion of any LeaseYears subsequentto the date of termination to the extent the samehas not been previously paid to Tenant by the Sports Authority or Landlord. Amountspaid by Tenant as Additional Guaranteed Payment shall not be subject to the provisionsof this Section4.1.2.2. Section 4.2 Additional Payments. Tenant covenants and agrees to pay only the additional costs, expenses,liabilities, obligations and other paymentsdescribedin this Section 4.2 and any other paymentswhich Tenant has agreed to pay Landlord under the provisions of this StadiumLease or the other Principal Project Documents (collectively, the "Additional Payments"). The Additional Paymentsdo not include the Guaranteed Paymentsor the Additional Guaranteed Payments. 4.2.1 Staffing Expenses.In accordancewith Section 6.1.2, Tenant shall reimburse Landlordfor the expenses actually incurred by Landlord(without mark-up)for Game/Event Staffing and Additional Staffing for whichTenantis responsible to pay. 4.2.2 Utilities. In accordancewith the provisions of Section 6.7, Tenant shall pay or causeto be paid (a) costs of Utilities attributable to Tenant’suse of the LeasedPremiseson Tenant Event/GameDays and during Tenant Non-Events(other than Utilities as to Tenant’s Original Facilities, Tenant’s ExpandedFacilities and the Joint Club/RodeoStore will be governed by Section 4.2.3.) and (b) costs of Utilities used or consumed by Tenantat or in the Stadiumin holding TenantNon-Events.Landlordshall pay the cost of all other Utilities used or consumed at the Leased Premises. To the extent Utilities supplied to Tenant’s Original Facilities or the Joint Club/Rodeo Store on a Tenant Event/GameDayand during Tenant Non-Eventsare not separately metered, then an equitable allocation of Utilities to the Stadiumshall be madeto Tenant’sOriginal Facilities and 16 the Joint Club/Rodeo Store for the purposeof determiningthe costs of Utilities for whichTenantis responsible under clause (a) of the precedingsentence. 4.2.3 Tenant’s Facilities, Joint Club/RodeoStore and Practice Facilities. Notwithstandinganythingin this Section 4.2 to the contrary, Landlordagrees that Tenantshall not be obligated to pay for any Utilities suppliedto Tenant’sOriginal Facilities or the Joint Club/Rodeo Store except for (i) monthlytelephone companyand cable companycharges relating to Tenant’s use of telephonesand cable in Tenant’sFacilities or the Joint Club/Rodeo Store (not including the cost of equipment,installation or connectionchargesup to the point of consumption,all of whichshall be installed at Landlord’sexpense),and (ii) costs, includingdeposits, related to Tenant’suse of cable television services serving Tenant’s Facilities or the Joint Club RodeoStore from the point of consumption.Tenantshall pay or cause to be paid all costs of Utilities used or consumedat or in the Tenant’s ExpandedFacilities only as follows: (a) monthlytelephone companyand cable company charges relating to Tenant’s use of telephones and cable in Tenant’s ExpandedFacilities (not including the cost of equipment,installation or connectioncharges up to the point of consumption, all of whichshall be installed at Landlord’sexpense),and (b) all other Utilities at the initial rate Five and No/100Dollars ($5.00) per squarefoot of area per year, regardless of the actual cost of such Utilities. Suchinitial rate for suchother Utilities for Tenant’sExpanded Facilities shall be adjusted during the Lease Termon every fifth (5th) anniversary of the Commencement Date to an amountper square foot of area equal to such initial rate multiplied by the CPIFraction. Tenantshall pay or cause to be paid all costs of Utilities, including all telephonecompany charges and costs of cable television services, used or consumed at or in the Practice Facilities. Section 4.3 Place and Methodof Payment. All Guaranteed Payments and Additional GuaranteedPaymentsshall be paid without additional notice or demandto the Person specified pursuant to the FundingAgreement,and all Additional Paymentsshall be paid to Landlordwithin thirty (30) days of the date Tenantreceives an invoice therefor, as set forth in Section 21.13 and AppendixC to this Stadium Lease. The Person to receive such payments and the address for paymentmaybe changed from time to time by notice to Tenant from Landlord or such payee as Landlordshall so designate by written notice to Tenant. Section 4.4 Tenant’s Audit Rights. Landlord shall maintain books and records showing all operating expensesof the LeasedPremises, including all staffing expenses, costs of Utilities charged to Tenant, Tenant Event/GameDay AdmissionsTaxes and Parking Taxes charged, costs of Maintenanceand Capital Repair Workfor the LeasedPremises and distributions to and from the Capital Repair Reserve Fund, in accordance with sound accounting and managementpractices, consistently applied. ByApril 1 of each calendar year during the LeaseTerm(including the calendar year followingthe year in whichthe LeaseExpiration Dateoccurs), Landlordshall furnish to Tenant a statement of costs of Game/EventStaffing or Additional Staffing (to the extent payable or reimbursableby Tenant), costs of Utilities charged to Tenant, any other costs payable by Tenant hereunder, costs of Capital Repair Workfor the LeasedPremisesand distributions to and from the Capital Repair Reserve Fundfor the prior calendar year prepared by a qualified, independent certified public accountant. Tenant and/or its representative, which representative must be a qualified, independentcertified public accountant, shall havethe right to examineLandlord’sbooks and records ("Audit") with respect to such costs of Game/Event Staffing or Additional Staffing (to 17 the extent payable or reimbursableby Tenant), costs of Utilities chargedto Tenant, any other costs payable by Tenanthereunder, costs of Capital Repair Workfor the LeasedPremisesand distributions to and from the Capital Repair Reserve Fundduring normal Business Hours, upon written notice, delivered at least ten (10) BusinessDaysin advance. If it is determinedas the result of Tenant’s Audit that costs of Game/Event Staffing or AdditionalStaffing (to the extent payableor reimbursable by Tenant), costs of Utilities chargedto Tenant, any other costs payableby Tenanthereunder,costs of Capital Repair Workfor the Leased Premises or distributions to and from the Capital Repair ReserveFundwere overstated by three percent (3.0%) or moreand Landlorddoes not disagree with such determinationthen Landlordshall reimburseTenantfor the reasonablecosts of such Audit. If, however,Landlorddisagrees with such determination,then Landlordshall be entitled to arrange for a second audit ("SecondAudit") by a qualified, independentcertified public accountant (which accountant maynot be the sameaccountant that prepared the statement of operating expenses in dispute). If it is determinedas the result of any such SecondAuditthat costs of Game/Event Staffing or AdditionalStaffing (to the extent payableor reimbursableby Tenant), costs of Utilities charged to Tenant, any other costs payable by Tenanthereundercosts of Capital Repair Workfor the Leased Premises or distributions to and from the Capital Repair Reserve Fundwere overstated by three percent (3.0%)or more,then Landlordshall reimburseTenant for the reasonable costs of the Audit and pay the costs of the SecondAudit; otherwise Tenant shall pay for the cost of the Audit and reimburse Landlord for the reasonable costs of the SecondAudit. In either event, Landlord or Tenant, as the case maybe, shall reimbursethe other party for the amount,if any, of the disputed items whichwere incorrectly stated, overstated or understatedby Landlordto the extent required to be paid by either party to the other under the applicable provisions of this StadiumLease. ARTICLE 5 USE AND OCCUPANCY~ PERMITTED USES Section 5.1 PermittedUses. During the Lease Term, Tenant shall have the right to use and occupythe LeasedPremises during the periods and to the extent provided in Article 2 and as limited or provided elsewhere in the Principal Project Documentsfor the following purposes (collectively, the "PermittedUses"): (a) Theoperation of the Franchise; (b) Theexhibition, production, presentation and broadcasting (or other transmission) of Football HomeGames, Tenant Events and Tenant Non-Events, and activities related thereto, including training, practices and football exhibitions, Practice Sessions, promotional activities and events, meetings, SameDay Shows,communityand public relations, the exhibition of advertising, marketingof Football HomeGames,Tenant Eventsand Tenant Non-Events(including Incidental Events), ticket sales, Suite licensing, fantasy camps,sale of food and beverages, and any and all other activities which, fromtime to time, are customarilyconductedby or are related to the operation of the business of an NFLfranchise or to any Tenant Events or Tenant Non-Events; 18 (c) Sale of Consumable Concessions and Non-Consumable Concessions,including food and alcoholic and non-alcoholic beverages, souvenirs and other items customarilysold and marketedin sports and entertainmentfacilities; (d) Parkingin the ParkingFacilities; (e) Retail uses, including such uses located in the concourses, plazas and mezzaninesof the Stadium,alongthe street level or abovethe street level of the Leased Premisesand in kiosks, carts and similar permanent,movableor temporaryretail facilities; (f) Entertainment; (g) Front office and football operations use by Tenant and any of its sub-tenants, licensees, and concessionaires; (h) Useand operation of Tenant’sor its contractor’s studio and related facilities for radio, television, internet, cable, satellite and any other broadcast and entertainment media within the Leased Premises during Football HomeGames, Tenant Eventsand TenantNon-Events,including Tenant’s or its contractor’s support and production facilities, transmissionequipment,antennasand other transceivers, and related facilities and equipmentprimarily for the broadcast, production or other transmission of Football Home Games,Tenant Events and Tenant Non-Events,and activities related thereto, and for the creation of commercials,television shows, in-Stadium and in-gamevideos, including the right to subleaseor license such studio or related facilities to a third party whichmayor may not be an Affiliate of Tenantfor all or a portion of such purposes; (i) Thesole and exclusive right to broadcast, disseminate, reproduce and/or transmit by telephone,movies,radio, television, tape, disk, cassette, cable, satellite, dish, direct beam,pay television broadcasts, internet distributions, or any or other method of reproduction and/or otherwise, any part o fall of the Football HomeGames,TenantEvents and Tenant Non-Events,and activities related thereto, including pre-game, half-time and post-gamefeatures and/or events and any and all visual or oral communicationsrelating thereto, and Tenantshall retain for its ownuse and benefit all revenues,proceedsand receipts therefrom; (j) Storage of Maintenanceequipmentand supplies used in connection with the operation of the LeasedPremisesand all other PermittedUses; (k) Theuse and enjoymentof the rights and licenses granted to Tenant under the NFLClub License Agreement; and (1) Otheruses reasonablyrelated or incidental to any of the foregoing. 19 Section 5.2 Prohibited Uses. 5.2.1 Tenant’sProhibitedUses. Tenant shall not use, or permit the use of, the Leased Premises for any other or additional purposes that is not a Permitted Use without first obtaining the consent of Landlord, which consent shall not be unreasonably withheld. Notwithstandingthe PermittedUseshereunder,Tenantagrees that it shall not use, or permit the use of, the LeasedPremisesfor the following purposes(collectively, the "Prohibited Uses"): (a) Subject to the provisions of the StadiumTri-Party Agreement as to Additional TenantWork(but only during the performanceof any such Additional Tenant Work),create, cause, maintainor permit any public or private nuisancein, on or aboutthe LeasedPremises; (b) Anypurpose which is violative of any GovernmentalRule or any Permitted Encumbrance; (c) As (i) a sexually-oriented business (defined as an "enterprise" Section 28-121of the City of HoustonCodeof Ordinances,as hereafter amendedfrom time to time), (ii) an industrial site, or (iii) a wastedisposal (d) Special Events; (e) Anyconcert other than (x) a concert in whichTenantor an Affiliate of Tenant is promoting the Tenant Event and is directly contracting with the entertainment and (y) concerts held as a SameDay Show; (f) Anymaj or concert during the Black-OutPeriod, except for Non-Competitive Concerts approvedby the Rodeopursuant to the terms of the StadiumTri-Party Agreement; (g) Subject to the provisions of this StadiumLease(including withoutlimitation, Section 2.5 hereof) and the StadiumTri-Party Agreement,specific events such as Recurring Events; or (h) Livestock showor rodeo use. Theprovisions of this Section 5.2.1 shall inure to the benefit of, and be enforceable by Landlord. Noother Person, including any invitee, patron or guest of the LeasedPremisesand the Rodeo,shall haveany right to enforce the prohibitions as to the Prohibited Uses; provided, however,the Rodeo shall havethe right to enforce the prohibitions set forth in (f) and (h) aboveas long as the Rodeo Leaseis in effect. Section 5.3 Compliance with GovernmentalRules. 5.3.1 Tenant. Withoutlimiting Landlord’s obligations set forth in the Principal Project Documents,Tenant shall, throughout the Lease Term,within the time periods permitted by applicable Governmental Rules, comply or cause compliance with all Governmental Rules 20 applicable to the Franchiseand, except as providedto the contrary in Section 5.3.2 below,Tenant’s use or occupancyof the LeasedPremisesin accordancewith the Principal Project Documents,other than GovernmentalRules requiring Capital Repairs or upgrades to the Leased Premises. Tenant shall have the right to contest the validity or application of any such Governmental Rule, and if Tenant promptlyso contests while preventing the imposition of any Liens on the LeasedPremises, then Tenant maypostpone compliancewith such GovernmentalRule during such contest, provided that such contest is prosecutedwith diligence, except that Tenantshall not so postponecompliance therewith in such a manneras to, or if doing so would,impair the structural integrity of the Leased Premises, materially limit any right of Landlordto groundlease, operate, maintain, repair, use or occupythe LeasedPremises(subj ect to the Principal Project Documents),or subject Landlordto any liability or prosecutionfor a criminal act or cause the LeasedPremisesto be condemned or vacated. Landlordshall not, nor shall Landlordallow any other tenant or any third party within Landlord’s control to, prevent Tenant from complyingwith any such GovernmentalRules. 5.3.2 Landlord. Without limiting Tenant’s obligations set forth in the Principal Project Documents,Landlordshall, throughout the Lease Term,within the time periods permitted by applicable GovernmentalRules, comply or cause compliance with all G0vemmentalRules applicable to the lease, operation, maintenance,repair, use and occupancyof the LeasedPremises to the extent not caused by Tenant’s use or occupancyof the Leased Premises. Landlord shall, however,have the right to contest the validity or application of any GovernmentalRule, and if Landlordpromptlyso contests while preventing the imposition of any Liens on the LeasedPremises, then Landlord may postpone compliance with such Governmental Rule during such contest, providedthat such contest is prosecutedwith diligence, except that Landlordshall not so postpone compliancetherewith in such a manneras to, or if doing so would,impair the structural integrity of the Leased Premises defer any Maintenanceor Capital Repair Workrequired to keep the Leased Premisesin First Class Condition, limit any right of Tenantunder this StadiumLease or the other Principal Project Documents or subject Tenantto any liability or prosecutionfor a criminal act or cause the LeasedPremisesto be condemned or vacated. Tenantshall not, nor shall Tenantallow any third party within Tenant’scontrol to, prevent Landlordfrom complyingwith any such Governmental Rules. Section 5.4 Rights of Tenant to Revenues.Subject to the terms of the Principal Project Documents,Tenantshall be entitled to, and is herebygranted (subject to Sections 5.2.1 and 5.3.1) the exclusiveright to contract for, collect, receive and retain all gross incomeand revenuesand other consideration of whateverkind or nature realized by, from or in connection with Tenant’s use or occupancyof the LeasedPremises,including, all gross revenues, royalties, license fees, concession fees and incomeand receipts of any nature arising from the rights of the Tenantunder the Principal Project Documents. Section 5.5 Seat Rights. Pursuant and subject to the PSLMarketingand Sale Agreement dated as of November 18, 1999, amongTenant, Landlordand the Sports Authority, Tenant shall have the exclusive right fromtime to time during the Lease Term(on behalf of Landlordand County,but at Tenant’sexpenseand risk) to sell PSLsto purchasefuture tickets for certain premium and general seating (including Club Seats), within the Stadium(collectively, "Seat Rights") for Football Home Gamesand Tenant Events and other Landlord Events as agreed between Landlord and Tenant. All 21 Seat Rights shall be subject and subordinate to the provisions of this StadiumLeaseand shall not survive the terminationor expiration of this StadiumLease(providedthat to the extent this Stadium Leaseis replaced by a successorlease betweenthe Parties, the Seat Rights shall remainin effect for the duration of such lease). All proceedsreceived fromthe sale of the Seat Rights ("PSLRevenues") after deductionfor all costs and expensesincurred in connectionwith marketingand selling the Seat Rights shall be used to pay the Costs of the Project. All ExcessPSLRevenuesshall be applied to Costs of the Project as provided in the FundingAgreement.Landlordwill cooperate with Tenant to assist in the marketingand selling of Seat Rights if requestedby Tenant. Tenantshall reimburse Landlordfor the reasonable out of pocket costs of participation, if any, incurred by Landlordin connectionwith granting such assistance. Landlordwill allow Club Seat holders to Bookuse of the Club Level within ninety (90) days of the proposeduse. SuchClub Seat holders will be obligated to pay Landlord’s customary charges and reimbursements for such use. Landlord wilt give consideration to Bookingthe Club Level for ClubSeat holders in preference to the general public. ARTICLE6 OPERATION~ MAINTENANCE~ AND REPAIR Section 6.1 Operating Covenant. During the Lease Term, Landlord covenants to (i) operate and Maintain the Leased Premises, or cause the Leased Premises to be operated and Maintained,in a First Class Condition, (ii) perform, or cause to be performed,all Maintenanceand Capital Repair Workwith respect to the Leased Premises in accordance with this Article 6, (iii) perform, or cause to be performed, all Casualty Repair Workin accordancewith Article 12, (iv) perform, or cause to be performed, all CondemnationRepair Workin accordance with Article 13, (v) provide Utilities in accordancewith Section 6.7, and (vi) subject to any right Landlordto reimbursementby Tenantunder this StadiumLease, bear, pay and be responsible for all costs and expensesnecessaryfor Landlordto fulfill the obligations of Landlordunder this Stadium Lease. 6.1.1 Reserved Rights. Subject to the terms set out in the Principal Project Documentsto the contrary, including Landlord’s operating, Maintenanceand repair covenants and standards set forth in Sections6.1 and 6.2, Tenantreserves the sole and exclusive right, powerand authority to operate the Franchise. Subject to the terms of the Principal Project Documents, Tenant shall also havesuch discretion in the use, operation, and control of(i) the LeasedPremiseson Game Days, (ii) the portion of the LeasedPremisesBookedfor a Tenant Non-Eventor Tenant Event, and (iii) the Practice Facilities, Tenant’s Facilities, the Joint Club/Rodeo Store and Tenant’sParking Spaces at all times during the Lease Term,as maybe needed to fully recognize the benefits and performefficiently its responsibilities under this StadiumLease and the other Principal Project Documents,but subject to the terms thereof. 6.1.2 Staffing. (a) Game/Event Staffing. Landlord, at Tenant’s reasonable expense, shall staff the LeasedPremises, including the Stadium,with reasonable levels of staff similar to the staffing of ComparableFacilities for Football HomeGames,Tenant Events and Tenant Non-Events, such levels to be mutually agreed on between the Parties (the "Game/Event 22 Staffing"). Anypredetermined Game/EventStaffing to which Landlord and Tenant agree maybe increased, decreased or modified from time to time only with the prior approval of Landlord and Tenant, which approval shall not be unreasonably withheld; provided, however, if Landlordand Tenant cannot agree on Game/EventStaffing or any modification thereto, then Game/Event Staffing will be (i) based on the staffing of Comparable Facilities in similar circumstances, adjusted to take into account differences betweenthe Leased Premisesand the Comparable Facilities, and (ii) at the level that, in Landlord’sreasonable discretion, is necessaryto providea safe environmentfor the attendees of the Football Home Game,Tenant Event, Tenant Non-Eventand such other use by Tenant, as applicable. The types of personnel described in Exhibit C-2 attached hereto are the types of personnel contemplatedas Game/EventStaffing. Withregard to certain security personnel identified by Tenant, Landlord will cooperate in good faith with Tenant to maintain continuity of individual personnel whomeet Tenant’sreasonable approval. Landlordand Tenantalso shall cooperatein goodfaith to developand implementa traffic management plan to facilitate the ingress and egress of traffic to and from the LeasedPremises for Football HomeGamesand Tenant Events. (b) Additional Staffing. Staffing in addition to Game/Event Staffing of the types of personnel described in Exhibit C-2 attached hereto (the "Additional Staffing") maybe provided by Landlord, at Landlord’s expense; provided that, to the extent, and only the extent, such Additional Staffing is necessary in Landlord’s reasonable discretion and proximately caused by the holding of the Football HomeGame,Tenant Event or Tenant Non-Event,the cost of such Additional Staffing shall be reimbursed by Tenant. Landlord shall not be obligated to provideAdditionalStaffing requested by Tenant, unless Tenantand Landlordsubsequentlyagree as to whichParty will be responsible for the expensethereof. (c) Landlord Staffing. In addition to the Game/EventStaffing and any Additional Staffing, Landlordshall staff, at Landlord’ssole cost and expense, the Leased Premises including the Stadium, throughout the Lease Termwith reasonable levels of the staff similar to the staffing by operators of Comparable Facilities (the "LandlordStaffing"). Game/EventStaffing, and Additional Staffing for which Tenant pays as provided in Section 6.1.2(b) are excludedfrom LandlordStaffing. Thetypes of personnel described in Exhibit C-1 attached hereto are the types of personnel contemplatedas LandlordStaffing. (d) Staff Parking. Landlordwill use goodfaith efforts to prevent any personnel of LandlordStaffing and Additional Staffing for whichTenant shall not pay from parking in the Leased Premises on Tenant Event/GameDays. (e) Conductof Staff. Landlord will ensure that all staffmembersemployedby Landlord or the ComplexManagerfor any Football HomeGame,Tenant Event, Tenant Non-Eventor other use by Tenant conduct themselves professionally. Uponreasonable request by Tenant, Landlord or the ComplexManager,as appropriate, will immediately removeany member of the staff that Tenant, in its reasonable discretion, deemsto be unfit for duty as a member of the staff. 23 (f) Staffing Expenses. As guidelines for determining reasonable levels of Game/EventStaffing and Additional Staffing to be provided under this StadiumLease, the Parties agree (i) that Landlordwill charge Tenant only Landlord’sactual cost therefor, without mark-up, and Landlord shall not pass-through to Tenant its corporate or other overhead,(ii) all compensation and benefits to staffwill be at marketrates (adjusted for each personnel position no more often than on an annual basis, subject to review by the Management Committeeestablished under the StadiumTri-Party Agreement),and (iii) overtimewill be chargedexcept as is necessarydue to an Emergency.It is the intent of the Parties that Landlordshould not makeany profit through staffing, but seek to recover from Tenant only Landlord’s actual costs. To the extent Game/EventStaffing or Additional Staffing, the cost of whichTenantordinarily wouldbe liable to reimburseLandlord,is not only used for a Football HomeGame,Tenant Event or Tenant Non-Event,but also for a Landlord Event or Rodeo Non-Event, expenses for such Game/EventStaffing and such Additional Staffing will be fairly and equitably allocated amongTenant, Rodeo and Landlord, to the extent such expenseswere incurred in regard to their respective Events, Tenant Non-Eventsor RodeoNon-Eventsand for which under the terms of the Principal Project Documents they are obligated to pay. 6.1.3 Tenant’s Negligence. Notwithstanding anything to the contrary contained in this StadiumLease, Tenant agrees to reimburseLandlordfor all reasonable costs and expenses incurred by Landlordfor Maintenance and repairs whichdirectly result fromTenant’s(or its agent’s or contractor’s) negligenceor willful misconduct;provided, however,Tenantshall not haveany such obligation to reimburse Landlordwith respect to repairs or Maintenancenecessitated by ordinary wear and tear or any repairs necessitated by any Casualty or Condemnation,nor shall Tenant be liable for those matters describedin Section 9.7.2 hereof. 6.1.4 Restockine. Tenant shall pay Landlord’scost to restock (including the cost of such supplies) hand soap, hand towels and toilet paper used during Football HomeGamesand Tenant Events and such hand soap, hand towels and toilet paper supplies the use of which are attributable to Tenant Non-Events. 6.1.5 Security for Certain ComplexGrounds.At all times during the Lease Term and on a twenty-four(24) hour basis, Landlordshall provide, at its sole cost and expensesecurity personnel for the ComplexGrounds (other than the Landlord’s Land, the Rodeo Land and the Additional Parking Land). Section 6.2 Maintenance and Repairs. 6.2.1 Landlord’sObligation. Landlord shall, throughout the Lease Term, do the following (collectively, the "Maintenanceand Capital Repair Work"): (a) Keep and Maintain the Leased Premises, taken as a whole, and each component thereof, respectively taken as a whole,in a First Class Conditionand performall Maintenanceand all Capital Repairs, or cause the performanceof all Maintenanceand all Capital Repairs, necessary to accomplishthe foregoing; 24 (b) Maintain and keep, or cause to be Maintainedand kept, the Leased Premises, taken as a whole,and each component thereof, respectively taken as a whole, in a clean, neat and orderly condition given the nature and use of the LeasedPremises; and (c) Agreement. Upgradethe Leased Premises if and as provided in the Stadium Tri-Party Neither Section 6.1 nor this Section 6.2 shall apply to, and Landlordshall haveno obligation with respect to, cleaningor janitorial services for Tenant’sFacilities or the Joint Club/Rodeo Store, and Tenant, at its owncost and expense,shall provide such cleaning and janitorial services as maybe necessaryor appropriateto keepTenant’sFacilities and the Joint Club/Rodeo Store clean and in good order for the purposesfor whichTenant has been granted the right to use and occupythe same. 6.2.2 Readiness of the Playing Field. On each GameDay, prior to the commencementof the Football HomeGameand any pregame warm-up or similar activities, Landlord,at its sole expense,shall provideto Tenantfor Tenant’suse the PlayingField and the Field Equipmentready for such Football HomeGameand other activities in accordance with NFLRules and Regulations and the Principal Project Documents.Without limiting the foregoing, Landlord, at Landlord’s sole expense, shall provide all GroundskeepingServices necessary to render the Playing Field in First Class Condition for any such Football HomeGameand other activities. Notwitfistanding anything to the contrary contained in this Section 6.2.2, nothing in this Section 6.2.2 is meantto, or shall be deemedto, imposeany requirementon Landlordto upgradethe Stadiumor makeCapital Repairs except for such upgrades and Capital Repairs as are required pursuant to other Sections of this StadiumLease or pursuant to the StadiumTri-Party Agreement. Prior to Substantial Completion,Landlordand Tenant shall mutually agree on the type of surface to use for the PlayingField (whethernatural grass grownon the PlayingField, or palletized grass). It is currently anticipated that the PlayingField mayconsist ofpalletized grass. Nomatter ¯ the type of turf systemselected for the PlayingField, Landlordshall bear the sole cost and expense of installation, maintenance,repair and re-installation of such turf systemand all other costs of GroundskeepingServices, including the cost and expense resulting from normal wear and tear; provided, however, notwithstanding anything in this StadiumLease to the contrary, Tenant will reimburseLandlordfor one-half(½)of the reasonable costs of maintainingthe PlayingField turf the extent, and only the extent, that suchcosts are a direct result of any designdefect in the Stadium that reduces the amountof sunlight belowthat amountof sunlight required for healthy grass atter taking into account whether Landlord has compliedwith the normal recommended installation, maintenance(including rotation and storage of pallets of grass of the PlayingField on a palletized grass field) in circumstanceswithoutsuch design defect. Section 6.3 Changes, Alterations and Additional Improvements. The rights of Tenant and Landlordto makechanges, alterations and additional improvements to the LeasedPremises are set forth in the StadiumTri-Party Agreement. 25 Section 6.4 Mechanics’ Liens and Claims. 6.4.1 Tenant. If any Lien or claim of Lien, whether choate or inchoate (collectively, any "Mechanic’sLien") shall be filed against the interest of Landlordor Tenantin the LeasedPremises or the Practice Facilities, or against Landlordor any Property of Landlord, by reason of any work,labor, services or materials supplied or claimedto have beensupplied on or to the LeasedPremisesor the Practice Facilities by or on behalf of Tenant, subject to Landlordtimely fulfilling its paymentobligations under the Project Agreement and Article 6 of this StadiumLease, Tenant,at its sole cost and expense,after notice of the filing thereof but in no eventless than fifteen (15) days prior to the foreclosure of any such Mechanic’sLien, shall cause the sameto be satisfied or discharged of record, or effectively prevent, to the reasonable satisfaction of Landlordby injunction, payment,deposit, bond, order of court or otherwise, the enforcementor foreclosure thereof against the LeasedPremises, Practice Facilities, Landlordor any Property of Landlord. If Tenantfails to satisfy or discharge of record any such Mechanic’sLien, or effectively prevent the enforcementthereof, by the date whichis fifteen (15) days prior to the foreclosure thereof, then Landlordshall havethe right, but not the obligation, to satisfy or dischargesuch Mechanic’sLien by paymentto the claimant on whosebehalf it wasfiled and, subject to Landlordtimely fulfilling its paymentobligations under the Project Agreementand Article 6 of this StadiumLease, Tenantshall reimburseLandlordwithin fifteen (15) days after demandtherefor for amountspaid, together with interest on such amountsat the Interest Rate fromthe date such amountsare paid by Landlorduntil reimbursedby Tenant, together with reasonable attomeys’ fees, costs and expensessa incurred by Landlord, without regard to any defense or offset that Tenant has or mayhave had against such Mechanic’sLien claim. 6.4.2 Landlord.If any Mechanic’sLien shall be filed against the interest of Tenant or Landlordin the LeasedPremises,or the Practice Facilities, or against Tenantor any Property of Tenantby reason of any work,labor, services or materials supplied or claimedto havebeensupplied on or to the LeasedPremisesor the Practice Facilities by or on behalf of Landlord,Landlord,at its sole cost and expense,after notice of the filing thereof but in no event less than fifteen (15) days prior to the foreclosure of any such Mechanic’sLien, shall cause the sameto be satisfied or dischargedof record, or effectively prevent, to the reasonablesatisfaction of Tenantby injunction, payment,deposit, bond, order of court or otherwise, the enforcementor foreclosure thereof against the LeasedPremises,Practice Facilities, Tenantor any Propertyof Tenant.If Landlordfails to satisfy or discharge of record any such Mechanic’sLien, or effectively prevent the enforcementthereof, by the date whichis fifteen (15) days prior to the foreclosurethereof, then Tenantshall havethe right, but not the obligation, to satisfy or discharge such Mechanic’sLien by paymentto the claimant on whosebehalf it wasfiled and, subject to Tenanttimely fulfilling its paymentobligations under the Project Agreementand Article 6 of this StadiumLease, if any, Landlord shall reimburse Tenant within fifteen (15) days after demandtherefor for amountspaid, together with interest on such amountsat the Interest Rate from the date such amountsare paid by Tenant until reimbursedby Landlord,together with reasonableattorneys’ fees, costs and expensesso incurred by Tenant,without regard to any defense or offset that Landlordhas or mayhave had against such Mechanic’sLien claim. 26 Section 6.5 Tenant’s RemedialWork.Tenant shall be responsible for paying the cost of performing,any and all corrective or remedialactions required by applicable Governmental Rules to be performedwith respect to (i) any EnvironmentalEventcausedby Tenant, or any of its agents, contractors or subcontractors, guests or invitees at any time, and (ii) any HazardousMaterials that are introduced to the Leased Premises on or after the Commencement Date, or to the Practice Facilities on or after the executionhereof, by Tenant,or any of its agents, SpaceTenants,contractors or subcontractors, guests or invitees ("Tenant’s RemedialWork").Tenant shall promptlyinform Landlord and all applicable GovernmentalAuthorities of any EnvironmentalEvent or Hazardous Materials discoveredby Tenant(or any agent, SpaceTenant, contractor or subcontractor of Tenant) in, on or underthe LeasedPremisesor the Practice Facilities and promptlyshall furnish to Landlord any and all reports and other information available to Tenantconcerningthe matter. Landlordand Tenantshall promptlythereafter meetto discuss the steps to be taken to investigate and, if necessary, remedysuch matter, including mutual selection of an independent environmental consultant to evaluate the condition of the LeasedPremises and Practice Facilities and materials thereon and therein. If it is determinedpursuantto an evaluation conductedby the mutuallyselected independent environmentalconsultant that remediationof the sameis required by this Section 6.5, then Tenant shall pay the costs of such evaluation and Landlord shall perform Tenant’s RemedialWorkat Tenant’scost and expenseand with due diligence. Alternatively, if it is determinedpursuant to an evaluation conducted by the mutually selected independent environmental consultant that remediation of the sameis required by Section 6.6, then Landlord shall pay the costs of such evaluation and shall perform Landlord’s RemedialWorkat its owncost and expenseand with due diligence. Section 6.6 Landlord’s RemedialWork.Landlord shall be responsible for performing or causingto be performed,and for payingthe cost of performing,any and all corrective or remedial actions required by applicable GovernmentalRules to be performed with respect to (i) any EnvironmentalEventcaused by Landlordor any of its agents, contractors or subcontractors, guests or invitees, other tenants or licenseesor their agents, contractorsor subcontractors,guestsor invitees, (ii) any Hazardous Materials at the Leased Premises, as of the Commencement Date or at the Practice Facilities prior to the date of executionhereof, and (iii) any HazardousMaterials that are introduced to the LeasedPremises or the Practice Facilities on or after the Commencement Date, except HazardousMaterials introduced by Tenant, or any of its agents, SpaceTenants, contractors or subcontractors, guests (excluding users of the Practice Facilities for Landlordsponsoredyouth programs) or invitees ("Landlord’s RemedialWork"). Landlord shall promptly inform Tenant all applicable GovernmentalAuthorities of any such Environmental Event or any Hazardous Materials discoveredby Landlord(or any agent, contractor, subcontractor, other tenant or licensee of Landlord)in, on or underthe LeasedPremisesor the Practice Facilities and promptlyshall furnish to Tenant any and all reports and other information available to Landlordconcerningthe matter. Landlordand Tenantshall promptlythereafter meet to discuss the steps to be taken to investigate and, if necessary, remedysuch matter, including mutual selection of an independentenvironmental consultant to evaluate the condition of the LeasedPremisesand Practice Facilities and any materials thereon and therein. If it is determinedpursuantto an evaluation conductedby the mutuallyselected independentenvironmentalconsultant that remediationof the sameis required by this Section 6.6, then Landlordshall pay the costs of such evaluation and shall performLandlord’s RemedialWork at its owncost and expenseand with due diligence. Alternatively, if it is determinedpursuantto an 27 evaluation conductedby a mutually selected independentenvironmentalconsultant that remediation of the sameis required by Section 6.5, then Tenantshall pay the costs of such evaluation and shall perform Tenant’s RemedialWorkat its owncost and expenseand with due diligence. Section6.7 Utilities. Landlordshall cause the Utilities to be supplied as maybe necessary or appropriate for the operation of the LeasedPremises and Tenant’s use and occupancythereof in accordancewith the termsof this StadiumLeaseand which,with respect to electrical utilities, in all respects meet or exceed NFLBroadcasting Lighting Requirementsand is sufficient to operate the Scoreboardand computerfacility aspects of the Scoreboard,including powerused to light interior and exterior advertising panels. Landlordshall pay the cost of any tap fees, special equipment,line extension, or other hookupchargesof any kind relating to any of the Utilities and Tenantshall not be responsiblefor any such hookupcharges. Tenantshall pay for its share of Utilities in accordance with the proceduresand calculations contained in AppendixG attached hereto. Landlordagrees that the rates andother termsfor the Utilities shall not be in excessof the lesser of (a) the actual cost the Utilities to Landlord,excludingcapital costs, and (b) the fair marketrate for suchUtilities, after taking into account rates paid by comparableusers of ComparableFacilities; provided, however,if Tenant agrees to a higher rate in connectionwith the grant of BrandingRights, PourageRights or Service Rights, such higher rate shall apply. Notwithstandingthe foregoingin this Section to the contrary, Tenantshall also be solely responsible for obtaining service at the point of consumption of, and for the paymentof all charges (including deposits), programming fees and service charges, for Tenant’suse of telephoneservice and cable television service at the LeasedPremises, provided that no hookupcharges shall be imposedby Landlordfor such purpose. 6.7.1 Landlord’sLiability for Interruptionof Utilities. Exceptfor Tenant’s right of abatementand termination as providedin Article 17 hereof and except as providedelsewherein this Section 6.7, Landlordshall incur no liability to Tenant on account of any interruption or stoppageof any Utilities to any of the LeasedPremisesif such interruption or stoppageis beyond the reasonable control of Landlord, provided Landlordimmediatelycommences reasonable efforts, in goodfaith to (a) mitigate the effects of such interruption or stoppageand (b) restore full service of any of such Utilities. For purposesof the precedingsentence (withoutlimiting the meaningof the phrase "beyond the reasonable control of Landlord"), it shall not be deemedthat any such interruption or stoppagewasbeyondthe "reasonable control of Landlord"if(i) theprincipal reason for such interruption or stoppage was the failure or refusal of Landlordto pay a monetarysum (unless this StadiumLease requires Tenantto pay such sumand Tenant has failed to pay such sum) or (ii) such interruption of or stoppagewascausedby (a) faulty design of the LeasedPremises, Project or the chilled water plant serving the LeasedPremises, (b) failure of the LeasedPremises, the Project or the chilled water plant serving the LeasedPremisesto be constructed in accordance with the Principal Project Documents, or with respect to the chilled waterplant, the applicabledesign and construction documents,(c) the act or omission of Landlord, the Countyor a CountyAffiliate or any of their contractors, subcontractors,laborers or materialmenor (d) the failure of Landlord enter into a contract or agreementfor providing such Utility with (X) a provider with adequate capacity to provideany of such Utilities, unless the providerof such Utilities is selected by Tenant and the Rodeopursuant to the Branding Rights, Pourage Rights or Service Rights held by them under the StadiumTri-Party Agreement and Landlordhas not approvedthe identity of such provider, such approval not to be unreasonablywithheld by Landlordand (Y) a requirement in such contract 28 or agreementthat such Utilities be providedon a firm and uninterruptable basis, unless the provider of such Utilities is selected by Tenant and the Rodeopursuant to the BrandingRights, Pourage Rights or Service Rights held by them under the StadiumTri-Party Agreementand such provider refuses to contract to providesuch Utilities on a firm and uninterruptablebasis. 6.7.2 Landlord’s CovenantsRegarding Utilities. as follows regardingUtilities at the LeasesPremises: Landlord covenants and agrees (1) Tenantshall havethe fight to reviewand approvethe Utility service metering plans for the LeasedPremises(including maintenance,calibration, auditing and calculating corrections); (2) Tenantshall havethe right to participate in negotiationof keyUtility service provider agreementsin accordancewith the terms of the StadiumTri-Party Agreement; (3) Landlordshall use reasonableefforts to insure that the providerof the Utility service in question shaUhave adequate capacity to provide the necessary utilities to the LeasedPremisesfor the term of such agreement,unless the provider of such Utilities is selected by Tenantand the Rodeopursuantto the BrandingRights, PourageRights and Service Rights held by themunder the Stadium Tri-Party Agreementand such provider refuses to contract to provide such Utilities on a firm and uninterruptable basis; and (4) Theagreementto provide the Utility service in question shall provide that such Utility service be providedon a firm and uninterruptable basis, unless the provider of such Utilities is selected by Tenantand the Rodeopursuant to the BrandingRights, PourageRights or Service Rights held by themunder the StadiumTri-Party Agreementand such provider refuses to contract to providesuch Utilities on a firm and uninterruptable basis. ARTICLE 7 CAPITAL REPAIR AND REPLACEMENT COSTS Section 7.1 Capital RepairReserveFund.Landlord shall (i) establish and maintain the Capital Repair ReserveAccountfor the purposeof holding, applying, investing and transferring the Capital Repair ReserveFund,and (ii) hold and disburse the funds required to be deposited in the Capital Repair Reserve Fund, all in accordance with the StadiumTri-Party Agreement. Section 7.2 Landlord’sCapital Repair ReserveFundDeposits. Landlord shall deposit, or cause to be deposited, the aggregate amountof TwoMillion Five HundredThousandand No/100 Dollars ($2,500,000.00) into the Capital Repair ReserveAccounteach Lease Year pursuant to the FundingAgreement.Subject to the provisions of Articles 12 and 13 and the StadiumTri-Party Agreement,the Capital Repair ReserveFundmayonly be used to pay the costs of Capital Repairs and maynot be pledged, mortgaged,encumberedor otherwise used as security for any debt without 29 the prior written consent of Tenant and Rodeo.The Capital Repair ReserveFundshall be invested only in PermittedInvestmentsand all earningsand interest thereon shall accrue to the Capital Repair Reserve Fund and shall be available as part of the Capital Repair Reserve Fundfor the uses permitted by the StadiumTri-Party Agreement. Section 7.3 Use of Capital Repair Reserve Fund. The Capital Repair Reserve Fund shall be utilized only as set out in this StadiumLeaseand the StadiumTri-Party Agreement. ARTICLE 8 IMPOSITIONS Section 8.1 Taxes and Assessments. 8.1.1 Impositions on Leased Premises and Practice Facilities. Landlord and Tenant agree that the Leased Premises, the Practice Facilities and Landlord’s FF&Eare governmentallyownedand should not be subject to Taxesand Impositions (other than the Parking Tax and the AdmissionsTax). TheParties agree to reasonably cooperate with each other and the Sports Authorityin order to keepthe LeasedPremises, the Practice Facilities, Landlord’sFF&E and the Leasehold Estate free from Taxes and Impositions other than the AdmissionsTax and the Parking Tax, which cooperation mayinclude acquisition of the Leased Premises, the Practice Facilities and Landlord’s FF&Eby the Sports Authority with a lease back to the Landlord. Nevertheless, throughout the Lease Term,in the event that Taxes or Impositions (excluding the Parking Tax and the Admissions Tax, but including amounts payable by the "operator" under Section 334.044[d] of the Texas Local GovernmentCode, as amended),are levied on, or payable with respect to, the LeasedPremises, the Practice Facilities, Landlord’s FF&E or the Leasehold Estate, Tenantshall not be responsiblefor such. 8.1.2 Impositions on Tenant OwnedPersonalty. Throughout the Lease Term, Tenantshall pay, or cause to be paid, all Taxesand other Impositionslevied on, or payable with respect to, Tenant’sFF&E that is ownedby Tenantor that is used by Tenantand is not part of the Leased Premises. Tenant shall pay all such Taxes and other Impositions directly to the taxing authority or other payeethereof. 8.1.3 Future Taxes or Impositions. Tenant shall not be responsible for any Parking Tax or AdmissionsTax, whethernowexisting or hereafter levied, other than Admissions Taxor Parking Taxthat is within the limits specified in the definition of MiscellaneousRevenues. Additionally, no Targeted Tax shall be imposed.If any Targeted Tax is imposedduring the Lease Term,Tenantshall, in addition to any other rights or remediesavailable at law or in equity, receive a credit against the Guaranteed Paymentor any other payments (other than the Additional GuaranteedPayments)owedby Tenant hereunder, in the amountof the Targeted Tax (a) paid Tenantor (b) otherwise paid to the extent any such TargetedTax is imposedin connection with Football HomeGame,Tenant Event or Tenant Non-Eventand has an adverse economicimpact on Tenant. 30 ARTICLE 9 INSURANCE AND INDEMNIFICATION Section 9.1 Policies Required. 9.1.1 Landlord’s Property Insurance Policy. Commencingon the Commencement Date, and at all times during the Lease Term,Landlordshall, at its sole cost and expense, obtain, keep, and maintain, or cause to be obtained, kept and maintained, an "All Risk" property insurancepolicy (the "Landlord’sProperty InsurancePolicy") providingfor coverageof the Leased Premises (which shall also include, only for purposes of this Article 9, the Complex Grounds) (including any Additional Landlord Workor Additional Tenant Work)against loss damagedue to Insured Casualty Risks on commerciallyreasonable terms from time to time available with respect to improvements in Houston,Harris County,Texas, similar to the LeasedPremises, and affording coverage for, amongother things, demolition and debris removal, namingLandlordas the first namedinsured, Tenant and the Rodeoas additional insureds, and any Facility Mortgageeor TenantMortgageeas a mortgagee,as their respective interests mayappear, for a sumat least equal to one hundred percent (100%)of the insurable replacement cost of the Leased Premises, to determined annually during the Lease Term, and with any deductible, which shall be paid by Landlord, not exceeding OneHundredFifty Thousandand No/100Dollars ($150,000.00) per loss, unless not available on commerciallyreasonable terms in whichcircumstancethe lowest deductible in excess of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) available commerciallyreasonabletermsshall be obtained, but in all events the deductible, whichshall be paid by Landlord, shall not exceed TwoHundredFifty Thousandand No/100Dollars ($250,000.00). The Landlord’sProperty InsurancePolicy shall provide for business interruption insurance in an amount calculated in accordancewith the provisions of AppendixH of this StadiumLease. The Landlord’s Property InsurancePolicy shall additionally complywith all requirementsapplicable to it set forth in the InsurancePlan AdditionalRequirementsto the extent not inconsistent with this Article 9. 9.1.2 Policies RequiredFor Additional LandlordWork- Builder’s All Risk Policy. In the event the reasonably anticipated total cost of any Additional Landlord Work (calculated so as to include, but not be limited to, all sumspayableunder any Additional Landlord Workconstructioncontracts related thereto) is equal to or exceeds OneMillion and No/100Dollars ($1,000,000.00)and such Additional LandlordWorkis not coveredduring the course of construction by the Landlord’s Property Insurance Policy, then prior to the commencement of any Additional LandlordWorkand at all times during the performanceof such Additional LandlordWork,Landlord shall obtain, keep and maintainor cause to be obtained, kept and maintained, builder’s "all risk" insurancepolicies (collectively, the "Landlord’sBuilder’s All Risk Policies") affording coverageof such Additional Landlord Work, whether permanentor temporary, and all materials intended for incorporationinto the LeasedPremises,whetherstored on-site or oif-site, related thereto, against loss or damagedue to Insured Casualty Risks on commercially reasonable terms from time to time available with respect to similar workin Houston,Harris County, Texas. TheLandlord’sBuilder’s All Risk Policies shall be written on an occurrencebasis and on a "replacementcost" basis, insuring one hundred percent (100%)of the insurable value of the cost of the Additional Landlord Work, using a completedvalue form (with permission to occupyupon completion of workor occupancy), namingLandlord as the insured and any Facility Mortgagee,any Tenant Mortgageeand Tenant and 31 Rodeoas additional insureds, as their respective interests mayappear, and with any deductible, which shall be paid by Landlord, not exceeding One HundredFifty Thousandand No/100Dollars ($150,000.00) per loss (provided, however, that, in the case of demolition and debris removal coverage, Landlordshall carry coveragein not less than the full amountnecessary to demolishthe Additional Landlord Workand to removeall debris that mayexist after the occurrence of any Insured Casualty Risks). TheLandlord’sBuilder’s All Risk Policies additionally shall complywith all requirementsapplicable to themset forth in the InsurancePlan Additional Requirementsto the extent not inconsistent with this Article 9. Thecost of any Landlord’sBuilder’sAll Risk Policyshall be considered a cost of the Additional LandlordWork. 9.1.3 Additional Policies Required by Landlord During the Lease Term. Commencing on the Commencement Date, and at all times during the Lease Term, Landlord shall, at its sole cost and expense,obtain, keepand maintainor cause to be obtained, kept and maintained, the followinginsurance policies: (a) CommercialGeneral Liability Policy. A commercial general liability insurance policy ("Landlord’s GLPolicy"), no morerestrictive than the current standard ISO CommercialLiability occurrence form policy in use in the State of Texas, written on an occurrence basis and covering the entire AstrodomainComplex,Practice Facilities and Additional ParkingLand(but havingsub-limits that are site-specific to the LeasedPremises and Practice Facilities), namingLandlordas the namedinsured (with the effect that Landlordand its employeesare covered) and any Facility Mortgagee,any Tenant Mortgagee, the Rodeoand Tenant as additional insureds, affording protection against liability arising out of personal injury, bodily injury and death and/or property damage occurring, in, uponor about the LeasedPremisesand Practice Facilities or resulting from, or in connectionwith, the construction, use, operation or occupancyof the LeasedPremises and Practice Facilities and containingprovisionsfor severability of interests. TheLandlord’s GLPolicy shall be primary and noncontributory to any policies carried by Tenant or the Rodeoexcept that Tenant’s GLPolicy shall be primaryand noncontributoryto the Landlord’s GLPolicy as to (i) the Practice Facilities, the Tenant’sFacilities and the Joint Club/Rodeo Store (whichshall be jointly primarywith the Rodeo’s"Tenant’sGLPolicy" as defined in the RodeoLease) at all times during the Lease Term, and (ii) the Leased Premises during Football HomeGames,Tenant Events and Tenant Non-Events. The Landlord’s GLPolicy shall be in such amountand such policy limits so that (i) the coverageand limits are adequate to maintain the Landlord’s Excess/UmbrellaPolicy without gaps in coverage betweenthe Landlord’s GLPolicy and the Landlord’s Excess/Umbrella Policy and (ii) the minimum policy limits set forth in the Insurance Plan Additional Requirementsare satisfied. The Landlord’sGLPolicyadditionally shall complywith all requirementsapplicable to it set forth in the Insurance Plan Additional Requirementsto the extent not inconsistent with this Article 9. (b) Workers’ Compensation Policy. A workers’ compensation insurance policy and any and all other statutory forms of insurance nowor hereafter prescribed by applicable law, providing statutory coverageunder the laws of the State of Texas for all Persons employedby Landlord in connection with the Leased Premises or 32 Practice Facilities and employersliability insurance policy (collectively, the "Landlord’s Workers’ CompensationPolicy") affording protection of not less than OneMillion and No/100Dollars ($1,000,000.00)for bodily injury by accident (each accident), not less One Million and No/100 Dollars ($1,000,000.00)for bodily injury by disease (each employee)and not less than OneMillion and No/100Dollars ($1,000,000.00) bodily injury by disease (policy limit). The Landlord’s Workers’ CompensationPolicy shall have Altemate EmployerEndorsementin favor of Tenant and the Rodeoand additionally shall complywith all requirements applicable to it set forth in the Insurance Plan Additional Requirements to the extent not inconsistent with this Article 9. If requestedby Tenant,every five (5) years during the Lease Termthe amountof Landlord’s Workers’ Compensation Policy shall be adjusted by the CPIFraction as of the end of such fifth year by multiplying the initial OneMillion and No/100Dollar ($1,000,000.00)amountof such policy by the then CPIFraction. (c) Excess/UmbrellaPolicy. Anexcess or umbrella liability insurance policy ("Landlord’s Excess/UmbrellaPolicy"), written on an occurrencebasis, in an amount not less than SeventyMillion and No/100Dollars ($70,000,000.00) per occurrence and the aggregatefor personal injury, bodily injury and death and/or property damageliability combined, such policy to be written on an excess basis above the coverages required hereinabove(specifically listing such underlying policies) and followingthe form of such underlying policies and namingLandlord as an insured and any Facility Mortgagee, any Tenant Mortgagee,the Rodeoand the Tenant as additional insureds. Every five (5) years during the Lease Termthe amountof Landlord’s Excess/UmbrellaPolicy shall be adjusted by the CPIFraction as of the end of suchfifth year by multiplyingthe initial SeventyMillion and No/100Dollar ($70,000,000.00) amountof such policy by such CPI Fraction. (d) Comprehensive Automobile Liability. A comprehensive automobileliability policy, written on an occurrencebasis, in an amountnot less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) per person, Five Hundred Thousandand No/100Dollars ($500,000.00) per occurrence, with property damagecoverage in an amountnot less than OneHundredFifty Thousandand No/100Dollars ($150,000.00) per occurrence for all automobiles operated or used by Landlord or the ComplexManager on the LeasedPremises (the "Landlord’s Auto Policy"). The Landlord’s Auto Policy shall (i) be on a standard form written to cover all owned,hired and non-ownedautomobiles, (ii) be endorsed to include Tenant and Rodeoas additional insureds, (iii) contain cross-liability and severability of interest endorsements and (iv) state that this insurance primary insurance as regards any other insurance carried by Tenant. 9.1.4 Policies Required by Tenant. Commencingon the Commencement Date, and at all times during the LeaseTermand continuingthereafter until Tenanthas fulfilled all of its obligations under Article 18 (unless otherwiseprovidedbelow), Tenantshall, at its sole cost and expense, obtain, keep, and maintain or cause to be obtained, kept, and maintained, the following insurance policies: 33 (a) Commercial General Liability Policy. A commercial general liability insurance policy ("Tenant’s GLPolicy"), no morerestrictive than the current standard ISO CommercialLiability occurrence form policy in use in the State of Texas, written on an occurrencebasis and limited to the LeasedPremisesand Practice Facilities (or if not so limited, havinga general aggregatelimit, if any, that shall be site-specific to the Leased Premises and Practice Facilities), namingTenant as the namedinsured (with the effect that Tenant and its employeesare covered) and any Facility Mortgagee,any Tenant Mortgagee,the Rodeoand Landlord as additional insureds, affording protection against liability arising out of personal injury, bodily injury and death and/or property damage occurring, in, uponor about the LeasedPremisesand Practice Facilities or resulting from, or in connectionwith, the use, operation or occupancyof the LeasedPremisesand Practice Facilities and containing provisions for severability of interests. TheTenant’s GLPolicy shall be primary and noncontributory to the Landlord’s GLPolicy as to (i) the Tenant’s Facilities, the Practice Facilities, and the Joint Club/Rodeo Store (whichshall be jointly primarywith Rodeo’s"Tenant’sGLPolicy" as defined in the RodeoLease) at all times during the Lease Termand (ii) the Leased Premises during Football HomeGames,Tenant Events and Tenant Non-Events.The Tenant’s GLPolicy shall be in such amountand such policy limits so that (i) the coverage and limits are adequate to maintain the Tenant’s Excess/UmbrellaPolicy without gaps in coverage betweenthe Tenant’s GLPolicy and the Tenant’sExcess/Umbrella Policy and (ii) the minimum policy limits set forth in the Insurance Plan Additional Requirementsare satisfied. The Tenant’s GLPolicy additionally shall complywith all other requirementsapplicable to it set forth in the InsurancePlan Additional Requirements to the extent not inconsistent with this Article 9. (b) Workers’ Compensation Policy. A workers’ compensation insurance policy and any and all other statutory forms of insurance nowor hereafter prescribed by applicable law, providing statutory coverageunder the laws of the State of Texas for all Persons employedby Tenant in connection with the Leased Premises and Practice Facilities and employersliability insurance policy (collectively, the "Tenant’s Workers’ CompensationPolicy") affording protection of not less than OneMillion and No/100Dollars ($1,000,000.00)for bodily injury by accident (each accident), not less One Million and No/100 Dollars ($1,000,000.00) for bodily injury by disease (each employee)and not less than OneMillion and No/100Dollars ($1,000,000.00) bodily injury by disease (policy limit). The Tenant’s Workers’ CompensationPolicy shall have Alternate EmployerEndorsementin favor of Landlordand the Rodeoand additionally shall complywith all other requirementsapplicable to it set forth in the InsurancePlan Additional Requirementsto the extent not inconsistent with this Article 9. If requested by Landlord, every five (5) years during the Lease Termthe amountof Tenant’s Workers’Compensation Policy shall be adjusted by the CPIFraction as of the end of such fifth year by multiplying the initial OneMillion and No/100Dollar ($1,000,000.00)amountof such policy by the then CPIFraction. (c) Excess/UmbrellaPolicy. Anexcess or umbrella liability insurance policy ("Tenant’s Excess/Umbrella Policy"), written on an occurrencebasis, in an amountnot less than Twenty-FiveMillion and No/100Dollars ($25,000,000.00) per occurrence and 34 the aggregate for personal injury, bodily injury and death and/or property damageliability combined,such policy to be written on an excess basis abovethe coveragesrequired in this Section 9.1.4 (specifically listing such underlyingpolicies) and followingthe formof such underlying policies and namingTenant as insured and any Facility Mortgagee,any Tenant Mortgagee,the Rodeoand Landlordas additional insureds. Everyfive (5) years during the Lease Termthe amountof Tenant’s Excess/UmbrellaPolicy shall be adjusted by the CPI Fraction as of the end of such fifth year by multiplyingthe initial Twenty-FiveMillion and No/100Dollar ($25,000,000.00) amountof such policy by such CPI Fraction. (d) Builder’s All Risk Policy. In the event the reasonablyanticipated total cost of any AdditionalTenantWork(calculated so as to include, but not be limited to, all sumspayable under any Additional Tenant Workconstruction contracts related thereto) is equal to or exceeds OneMillion and No/100Dollars ($1,000,000.00) and such Additional Tenant Work.is not covered during the course of construction by the Landlord’s Property Insurance Policy, then prior to the commencement of any Additional Tenant Workand at all times during the performanceof such Additional TenantWork,Tenantshall obtain, keep and maintainor cause to be obtained, kept and maintained,builder’s "all risk" insurancepolicies (collectively, the "Tenant’s Builder’s All Risk Policies") affording coverage of such Additional Tenant Work,whether permanentor temporary, and all materials intended for incorporationinto the LeasedPremises,whetherstored on-site or off-site, related thereto, against loss or damagedue to Insured Casualty Risks on commerciallyreasonable terms from time to time available with respect to similar workin Houston,Harris County, Texas. The Tenant’s Builder’s All Risk Policies shall be written on an occurrence basis and on a "replacementcost" basis, insuring one hundredpercent (100%)of the insurable value of the cost of the Additional Tenant Work, using a completed value form (with permission to occupy upon completion of work or occupancy), naming Tenant as the insured and any Facility Mortgagee, any Tenant Mortgageeand Landlord and Rodeoas additional named insureds, as their respective interests mayappear, and with any deductible, whichshall be paid by Tenant, not exceeding One Hundred Fifty Thousand and No/100 Dollars ($150,000.00)per loss (provided, however,that, in the case of demolitionand debris removal coverage, Tenantshall carry coveragein not less than the full amountnecessaryto demolish the Additional Tenant Workand to removeall debris that mayexist after the occurrence of any Insured Casualty Risks). The Tenant’s Builder’s All Risk Policies additionally shall complywith all requirementsapplicable to themset forth in the InsurancePlan Additional Requirementsto the extent not inconsistent with this Article 9. Thecost of any Tenant’s Builder’s All Risk Policy shall be considereda cost of the Additional Tenant Work. (e) Comprehensive Automobile Liability. A comprehensive automobileliability policy, written on an occurrencebasis, in an amountnot less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) per person, Five Hundred Thousandand No/100Dollars ($500,000.00) per occurrence, with property damagecoverage in an amountnot less than OneHundredFifty Thousandand No/100Dollars ($150,000.00) per occurrence for all automobilesoperated or used by Tenanton the LeasedPremises (the "Tenant’s AutoPolicy"). The Tenant’s AutoPolicy shall (i) be on a standard form written to cover all owned,hired and non-ownedautomobiles, (ii) be endorsedto include Landlord 35 and Rodeoas additional insureds, (iii) contain cross-liability and severability of interest endorsementsand (iv) state that this insurance is primaryinsurance as regards any other insurance carried by Landlord. Section 9.2 Surety Bonds. Prior to the commencement ofanyAdditional Landlord Work (other than Maintenance)costing in excess of TwoHundredFifty Thousandand No/100Dollars ($250,000.00)and at all times during the performanceof such Additional LandlordWork(other than Maintenance), Landlordshall cause the Additional LandlordWorkcontractor to obtain, keep and maintain such performanceand paymentbondsas are required by applicable GovernmentalRule or if not required by applicable GovernmentalRule, as are commerciallyreasonable in light of the circumstances. The cost of any such paymentand performancebonds shall be considered a cost of the Additional Landlord Work.Prior to the commencement of any Additional Tenant Workcosting in excess of TwoHundredFifty Thousandand No/100Dollars ($250,000.00)and at all times during the performanceof such Additional Tenant Work,Tenant shall cause the Additional Tenant Work contractor to obtain, keep and maintain such performanceand paymentbonds as are required by applicable Governmental Rule or if not required by applicable GovernmentalRule, as are commercially reasonable in light of the circumstances. The cost of any such payment and performancebonds shall be considered a cost of the Additional Tenant Work. Section 9.3 Blanket or Master Policy. Any one or more of the types of insurance coverages required in this StadiumLease (except for the Tenant’s GLPolicy which shall have general aggregatelimit that shall be site-specific to the LeasedPremisesand Practice Facilities, and the Landlord’sGLPolicy whichshall havea general aggregatelimit that shall be site-specific to the AstrodomainComplex,Practice Facilities and Additional Parking Landand sub-limits specific to the LeasedPremisesand Practice Facilities) maybe obtained, kept and maintainedthrough a blanket or masterpolicy insuring other entities (suchas the generalpartner(s) of Tenant,Affiliates of Tenant or the general partner(s) thereof), providedthat (a) such blanket or masterpolicy and the coverage effected thereby complywith all applicable requirementsof this StadiumLeaseand (b) the protection afforded under such blanket or master policy shall be no less than that which wouldhave been afforded under a separate policy or policies relating only to the Leased Premises and Practice Facilities. If any excess or umbrellaliability insurancecoveragerequired pursuanthereto is subject to an aggregate annual limit and is maintainedthrough such blanket or master policy, and if such aggregate annual limit is impairedas a result of claims actually paid by morethan fifty percent (50%),the Party whocarries such policy hereundershall immediatelygive notice thereof to the other Party and, withinninety (90) daysafter discoveryof such impairment,to the fullest extent reasonably possible, cause such limit to be restored by purchasingadditional coverageif higher excess limits have not been purchased. Section 9.4 Failure to Maintain.If at any time and for any reason Tenant or Landlord fails to provide, maintain,keepin force and effect, or deliver to the other Party proof of, any of the insurancerequired under this StadiumLeaseand such failure continuesfor ten (10) days after notice thereof fromthe other Party to Tenantor Landlord,as the case maybe, the other Party may,but shall haveno obligation to, procuresingle interest insurancefor such risks coveringthe other Party (or, if no moreexpensive, the insurance required by this StadiumLease), and Tenantor Landlord,as the 36 case maybe, shall, within ten (10) days following the other Party’s demandand notice, pay and reimbursethe other Party therefor. Section 9.5 Additional Policy Requirements. 9.5.1 Insurers~ Certificate and Other Requirements. (a) All insurance policies required to be procuredunder this Stadium Leaseshall be effected under valid policies issued by insurers whichhavean Alfred M.Best Company, Inc. rating of"A-" or better and a financial size category of not less than "X" (or, if Alfred M.Best Company,Inc. no longer uses such rating system, then the equivalent or most similar ratings under the rating system then in effect, or if Alfred M.Best Company, Inc. is no longer the most widely accepted rater of the financial stability of insurance companies providing coverage such as that required by this Stadium Lease, then the equivalent or mostsimilar rating under the rating systemthen in effect of the most widely acceptedrater of the financial stability of such insurancecompaniesat the time); provided that Landlord and Tenant mayutilize insurers with lower Alfred M. Best Company,Inc. ratings with the prior written consentof the other Party. (b) Each madevery policy required to be carried hereunder shall provide for blanket waivers of subrogation by endorsementor other meansif required by contract whichwaiversof subrogationshall be effective as to any Party. (c) Eachand every insurance policy required to be carried hereunder by or on behalf of any Party shall provide (and any certificate evidencingthe existence of each such insurance policy shall certify) that such insurance policy shall not be canceled, non-renewedor coverage thereunder materially reduced unless the other Party (and the Rodeo,if applicable) shall have received written notice of cancellation, non-renewalor material reduction in coverage, in each such case (except for notice of cancellation due to non-payment of premiums)such written notice to be sent to the other Party (and the Rodeo, if applicable) not less than ninety (90) days (or the maximum period of days permitted under applicablelaw, if less than ninety (90) days) prior to the effective date of such cancellation, non-renewalor material reduction in coverage, as applicable. In the event any insurance policy is to be canceled due to non-paymentof premiums,the requirementsof the preceding sentence shall apply except that the written notice shall be sent to the other Party (and the Rodeo,if applicable) on the earliest possible date but in no eventless than ten (10) daysprior to the effective date of such cancellation. 9.5.2 Delivery of Evidenceof Insurance. With respect to each and every one of the insurance policies required to be obtained, kept or maintainedunder the terms of this Stadium Lease, on or before the date on whicheach such policy is required to be first obtained and prior to the expiration of any policy required hereunderpreviously obtained, Tenant and Landlord, as the case maybe, shall deliver to the other Party (and the Rodeo,if applicable) evidenceshowingthat such insuranceis in full force and effect. Suchevidenceshall include certificates of insuranceissued by a ResponsibleOfficer of the issuer of such policies, or in the alternative, a ResponsibleOfficer 37 of an agent authorized to bind the namedissuer, setting forth the nameof the issuing company,the coverage, limits, deductibles, endorsements,term and termination provisions thereon. Byno later than (i) thirty (30) days after the effective date of any insurancepolicy required underthis Stadium Lease, Tenant and Landlord, as the case maybe, shall provide the other Party (and the Rodeo,if applicable) with reasonable evidence that premiumshave either been paid or are payable in installments and (ii) one hundredtwenty(120) days after the effective date of any insurancepolicy required under this StadiumLease, Tenantand Landlord,as the case maybe, shall provide the other Party (and the Rodeo,if applicable) with a copy of such insurance policy. 9.5.3 Waiver of Right of Recovery. Notwithstanding the provisions of Section 9.7 to the contrary, to the extent permittedby law, andwithoutaffecting the insurance coverage required to be maintainedhereunder, Landlordand Tenanteach waive all rights of recovery, claim, action or cause of action against the other for any damageto Property (including the LeasedPremisesand Practice Facilities), to the extent that such damage(i) covered(and only to the extent of such coveragewithout regardto deductibles) by insurance actually carried by the Partyholdingor asserting such right of recovery, claim, action or cause of action or (ii) wouldbe insured against underthe terms of any insurance required to carried underthis StadiumLease by the Party holding or asserting such right of recovery, claim, action or cause of action. This provisionis intendedto (i) restrict each Party(if and the extent permitted by law) to recovery against insurance carriers to the extent of such coverageand to waive (to the extent of such coverage), for the benefit of each Party, rights and/or claims whichmight give rise to a right of subrogation in any insurance carrier and (ii) give each Partythe benefit of the foregoingnotwithstandinganyfailure by the other Party to maintain the insurance required underthis StadiumLease or the Project Agreement.The provisions of this Section 9.5.3 are not intendedto limit the claims of Landlordor Tenantto the face amountor coverage of the insurancepolicies herein providedfor or to evidence the waiver by either Party of any claim for damagesin excess of the face amountor coverage of any of such insurancepolicies. Neither the issuance of any insurance policy required under, or the minimum limits specified in, this StadiumLease with respect to Tenant’sor Landlord’s insurance coverage shall be deemedto limit or restrict in any wayTenant’s or Landlord’s liability arising underor out of this StadiumLease. Section 9.6 Proceeds of Insurance. Without limiting Landlord’s obligations under Article 12 with respect to Casualty Repair Work,any Insurance Proceedspaid under the Landlord’s PropertyInsurancePolicy or the Landlord’sBuilder’s All Risk Policies shall be payable to Landlord and deposited into the InsuranceFundto be held and distributed pursuant to Article 12. Likewise, any InsuranceProceedspaid underthe Tenant’sBuilder’s All Risk Policies shall be payableto Tenant and deposited into the Insurance Fund. Landlordshall (i) establish and maintain the Insurance Accountfor the sole purposes of holding, applying, investing and transferring the Insurance Fund and (ii) hold and disburse the Insurance Proceeds deposited into the Insurance Fundunder this StadiumLease, all in accordancewith this Article 9 and Article 12. All funds in the InsuranceFund shall be held in escrowby Landlordfor application in accordancewith the terms of this Stadium Lease and the StadiumTri-Party Agreementand Landlordshall account to Tenant for the sameon a monthlybasis. The funds in the Insurance Fundshall be invested in the mannerset forth in the 38 StadiumTri-Party Agreement.Neither Landlord nor Tenant shall create, incur, assumeor permit to exist any Lien on the Insurance Fundor any proceedsthereof. Section 9.7 Indemnification. 9.7.1 Tenant’s Agreement to Indemnify. TENANTSHALL, EXCEPTAS PROVIDED IN SECTION 9.7.2 OR OTHERWISE EXPRESSLY PROVIDED IN THE PRINCIPAL PROJECT DOCUMENTS, DEFEND, PROTECT, INDEMNIFY AND HOLD LANDLORD, THE SPORTS AUTHORITY, THE COUNTY, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES,AND AGENTS, HARMLESSFROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, SUITS, CLAIMS AND JUDGMENTSOF ANY NATURE (INCLUDING REASONABLEATTORNEYS’ FEES AND EXPENSES), ARISING FROMOR IN CONNECTIONWITH ANYINJURY TO OR DEATHOF A THIRD PERSON OR ANY DAMAGETO PROPERTYOF A THIRD PERSON (INCLUDING LOSS OF USE) RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH (i) TENANT’S USE OR OCCUPANCYOF THE LEASED PREMISES OR THE PRACTICE FACILITIES, OR (ii) THE NEGLIGENCEOR WILLFUL MISCONDUCTOF TENANT TENANT’S CONTRACTORS,EMPLOYEES,OFFICERS, DIRECTORS, AGENTS, INVITEES OR SPACE TENANTS(BUT ONLYIF SUCHSPACE TENANTIS LICENSEDDIRECTLYAND SOLELY BY TENANT). 9.7.2 Tenant’s Exclusions. Notwithstanding the provisions of Section 9.7.1, Tenant shall not be liable for any liabilities, damages,suits, claims and judgmentsof any nature (including reasonable attorneys’ fees and expenses) arising from or in connectionwith: (a) Anyinjury to or death of a Personor any damageto property (including loss of use) to the extent of the negligence or willful misconductof Landlord, the Sports Authority, the County,any CountyAffiliate, any of Landlord’sother tenants, including the Rodeo,or their respective employees,officers, directors, contractors, agents, invitees or SpaceTenants(other than SpaceTenantsthat are licensed directly and solely by Tenant), the negligence or willful misconduct of any Person other than those referenced in clause (ii) of Section9.7.1; (b) Landlord’sviolation of any provisions of this StadiumLease or any applicable Governmental Rules or deed restriction or insurance policy, nowor hereafter in effect and applicable to Landlord; (c) Theexistence of any HazardousMaterials in, on or under the LeasedPremises or the Practice Facilities prior to the Commencement Date, but the foregoingshall not apply to any HazardousMaterials that are introduced to the Leased Premises or the Practice Facilities by Tenant,or any of its employees,officers, directors, contractors, agents, invitees or SpaceTenants(but only if such SpaceTenantis licensed directly and solely by Tenant); or 39 (d) AnyEnvironmental Event caused by Landlord, the Sports Authority, the County, any of Landlord’s other tenants, including the Rodeo,or any of their respective employees,officers, directors, contractors, agents, invitees or SpaceTenants(other than SpaceTenantsthat are licensed directly and solely by Tenant), or by any other Personother than those referencedin clause (ii) of Section9.7.1. 9.7.3 Landlord’s Agreement to Indemnify. LANDLORD SHALL,EXCEPTAS PROVIDED IN SECTION 9.7.4 OR OTHERWISE IN THE PRINCIPAL PROJECT DOCUMENTS, DEFEND, PROTECT, INDEMNIFY AND HOLD TENANT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESSFROM AND AGAINST ANY AND ALL (A) LIABILITIES, DAMAGES, SUITS, CLAIMS AND JUDGMENTSOF ANY NATURE (INCLUDING REASONABLEATTORNEYS’ FEES AND EXPENSES), ARISING FROMOR IN CONNECTIONWITH ANYINJURY TO OR DEATHOF A THIRD PERSON.OR ANY DAMAGETO PROPERTYOF A THIRD PERSON (INCLUDING LOSS OF USE) RESULTINGFROM, ARISING OUTOF OR IN CONNECTION WITH(i) LEASE, OPERATION, USE, OCCUPANCY,MAINTENANCE OR REPAIR OF THE LEASED PREMISES OR THE PRACTICE FACILITIES BY LANDLORD, THE COUNTY, ANY OF LANDLORD’SOTHER TENANTS, INCLUDING THE RODEO, OR THEIR RESPECTIVE EMPLOYEES,OFFICERS, DIRECTORS, CONTRACTORS,AGENTS, INVITEES OR SPACE TENANTS (OTHER THAN SPACE TENANTS THAT ARE LICENSED DIRECTLY AND SOLELY BY TENANT), OR (ii) THE NEGLIGENCE OR WILLFUL MISCONDUCT LANDLORD, THE COUNTY, OR THEIR RESPECTIVE LICENSEES, TENANTS (OTHER THAN TENANT), CONTRACTORS,EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, INVITEES OR SPACE TENANTS(OTHER THAN SPACE TENANTSTHAT ARE LICENSED DIRECTLY AND SOLELY BY TENANT), OR (B) LIABILITIES OF ANY NATURE RESULTING FROM, ARISING OUT OF OR IN CONNECTIONWITH ANY FINANCIAL RESPONSIBILITY OF TENANTCONTRARY TO THE PROVISIONS OF SECTION 8.1.1. 9.7.4 Landlord’sExclusions. Notwithstanding the provisions of Section 9.7.3, Landlordshall not be liable for any liabilities, damages,suits, claims and judgmentsof any nature (including reasonable attorneys’ fees and expenses)arising from or in connectionwith: (a) Anyinjury to or death of a Personor any damageto property (including loss of use) to the extent of the negligenceor willful misconductof Tenant, or its Affiliates, employees,officers, directors, contractors, agents, invitees or SpaceTenants(but only if such SpaceTenantis licensed directly and solely by Tenant); (b) Tenant’s violation of any provisions of this StadiumLease or any applicable Governmental Rules or deed restriction or insurance policy, nowor hereafter in effect and applicable to Tenant; (c) AnyHazardousMaterials that are introduced to the LeasedPremises or the Practice Facilities by Tenant,or anyof its employees,officers, directors, contractors, agents, inviteesor SpaceTenants (but only if such SpaceTenant is licensed directly and solely by Tenant); or 40 (d) AnyEnvironmentalEvent caused by Tenant, or any of its employees,officers, directors, contractors, agents, invitees or SpaceTenants(but only if such SpaceTenantis licensed directly and solely by Tenant). 9.7.5 NoThird Party Beneficiary. The provisions of this Section 9.7 are solely for the benefit of Landlordand Tenantand are not intendedto create or grant any rights, contractual or otherwise, to any other Person. 9.7.6 Conduct of Claims. The Party entitled to indemnification under this Section 9.7 (the "IndemnifiedParty") shall reasonablypromptlyafter the receipt of notice of any legal action or claim against such IndemnifiedParty in respect of which indemnification maybe soughtpursuantto this Section9.7, notify the other Party (the "Indemnifying Party_") of such action or claim. TheIndemnifyingParty shall not be obligated to indemnifythe IndemnifiedParty with respect to any such action or claim if the Indemnified Party knowingly fails to notify the IndemnifyingParty thereof in accordancewith the provisions of this Section 9.7.6 in sufficient time to permit the Indemnifying Party to defend against such matter and to makea timely response thereto, including any responsivemotionor answerto a complaint,petition, notice or other legal, equitable or administrativeprocess relating to the action or claim, but only in so far as such knowing failure to notify the Indemnifying Party has actually resulted in prejudice or damageto the Indemnifying Party. In case any such action or claim shall be madeor brought against the IndemnifiedParty, the IndemnifyingParty may,or if so requested by the IndemnifiedParty shall, assumethe defense thereof with counsel of its selection reasonably acceptable to the Indemnified Party and which shall be reasonably competentand experienced to defend the Indemnified Party. In suchcircumstances,the IndemnifiedParty shall (i) at no cost or expenseto the IndemnifiedParty, cooperate with the IndemnifyingParty and provide the IndemnifyingParty with such information and assistance as the IndemnifyingParty shall reasonablyrequest in connectionwith such action or claimand (ii) at its ownexpense,havethe right to participate and be representedby counselof its ownchoice in any such action or with respect to any such claim. If the IndemnifyingParty assumes the defense of the relevant claim or action, (a) the IndemnifyingParty shall not be liable for any settlement thereof whichis madewithout its consent and (b) the IndemnifyingParty shall control the settlement of such claim or action; provided, however,that the IndemnifyingParty shall not conclude any settlement which requires any action or forbearance from action or payment or admission by the Indemnified Party or any of its Affiliates without the prior approval of the IndemnifiedParty. Theobligations of an IndemnifyingParty shall not extend to any loss, damage and expenseof whateverkind and nature (including all related costs and expenses)to the extent the sameresults from the taking by the IndemnifiedParty of any action (unless required by law or applicable legal process) whichprejudices the successful defenseof the action or claim, without, in any such case, the prior written consentof the IndemnifyingParty (such consentnot to be required in a case wherethe IndemnifyingParty has not assumedthe defense of the action or claim). The IndemnifiedParty agrees to afford the IndemnifyingParty and its counsel the opportunity to be present at, and to participate in, conferenceswith all Persons, including Governmental Authorities, asserting any claim or action against the IndemnifiedParty covered by the indemnitycontained in this Section 9.7 or conferenceswith representatives of or counsel for such Person. 41 9.7.7 Survival. The indemnities contained in this Section 9.7 shall survive the expiration or earlier termination of this StadiumLease, but only insofar as such indemnitiesrelate to any liabilities, damages,suits, claims or judgmentsthat arose prior to the expiration or earlier termination of this StadiumLease. ARTICLE 10 OWNERSHIP OF LEASED PREMISES AND PRACTICE FACILITIES; ACCESS Section 10.1 Title to the LeasedPremisesand Practice Facilities. 10.1.1 Ownership.Fee title to the Leased Premises and Practice Facilities Land shall be and remain in the County,subject to the Permitted Encumbrances, but the County’srights and powerswith respect thereto are subject to the terms and limitations of this StadiumLeaseand the Recognition, Non-Disturbance and Attornment Agreements. Leasehold title to the Leased Premisesand Practice Facilities Landshall be and remain in Landlordpursuant to the PrimeLease, but Landlord’srights and powerswith respect thereto are subject to the termsand limitations of this StadiumLease. All Tenant’s FF&E and other personal Property installed on, affixed to or placed or used in the operation of the LeasedPremises, and all buildings and other improvements and fixtures constructed on, installed on, affixed to or placed on the Practice Facilities Land,or used in the operation of the Practice Facilities, by or on behalf of Tenantthroughoutthe LeaseTermshall be and remainthe property of Tenantat all times and shall not be consideredpart of the LeasedPremises or Practice Facilities Land,except for Landlord’sFF&E installed, affixed, attached or supplied by Landlord pursuant to the Project Agreementor any Landlord’s FF&Epaid for out of the Capital Repair ReserveFundor the Insurance Fund,and all repairs to, replacementsof, and substitutions therefor. 10.1.2 Sale or Disposal of Equipment or OtherPersonalProperty. Provided that no LandlordDefault then exists, Landlordshall havethe right at any time and fromtime to time, to sell or dispose of any Physically Obsoleteor FunctionallyObsoleteequipment,fixtures, machinery, furniture, furnishings and other personal property that constitutes a part of the LeasedPremises (collectively, "Personalty") and deposit the proceeds thereof into the Capital Repair Reserve Account; provided, however, that if such Personalty is necessary for operation of the Leased Premisesin accordancewith the requirementsof Section 6.1, Landlordshall then or prior thereto or as reasonablynecessarythereafter substitute for the sameother Personalty, not necessarily of the samecharacter but capable of performingthe samefunction as that performedby the Personalty so disposedof, and of goodquality and suitable for its intended purposeand title to such substitute Personalty shall vest in Landlordsubject only to this StadiumLease and any encumbrances arising by, through or under Landlord; provided that Landlord will not replace Functionally Obsolete Personalty with Physically Obsolete Personalty. Section 10.2 Access to the LeasedPremisesand Practice Facilities by Landlord. 10.2.1 LeasedPremises.Landlordshall be entitled to uninterrupted access to the LeasedPremises(excluding Tenant’sFacilities) at all times during the LeaseTermexcept on Tenant Event/GameDays and days on which Tenant Non-Events occur. On Tenant Event/GameDays and 42 days on whichTenant Non-Eventsoccur, Landlord’sreasonably necessary authorized representatives mayhave access to the Leased Premises provided such authorized representatives have proper credentials issued by Landlord and further provided that such access is for the purpose of (a)inspection, (b) the performanceof (i) any Maintenanceand repair to be performedby Landlord, (ii) any Landlord RemedialWorkor Tenant Remedial Work, or (iii) other work in the Leased Premises madenecessary by reason of Tenant’s Default, (c) Landlord’s operation of the Leased Premises under Sections 6.1 and 17.2, as applicable or (d) reasonable exhibition of the Leased Premises to others during the last twelve (12) monthsof the Lease Term;provided, however, reasonablypossible the foregoingitems (a), (b) and (d) shall be performedby Landlordon days than Tenant Event/GameDaysand days on which Tenant Non-Eventsoccur; and further provided that if the foregoing items (a), (b) and (d) must be performedon a TenantEvent/Game Dayor on whicha Tenant Non-Eventoccurs, such entry shall be conductedin such a manneras to minimize interference with the Football HomeGame,Tenant Event or Tenant Non-Eventtaking place on such Tenant Event/GameDayor a day on which a Tenant Non-Eventoccurs, or the enjoymentthereof by Tenant’s guests. 10.2.2 Tenant’s Facilities and Practice Facilities. During the Lease Term, Landlordand its reasonablynecessaryauthorized representatives, bearing proper credentials issued by Landlord, shall only have access to Tenant’s Facilities and the Practice Facilities provided Landlorduses reasonableefforts given the totality of the circumstancesto deliver to Tenantnotice twenty-four(24) hours in advanceof such contemplatedaccess and providedsuch access is for the purposeof (a) inspection, (b) the performanceof (i) any Maintenanceand repair to be performed Landlord,(ii) any LandlordRemedialWorkor Tenant RemedialWork,or (iii) other workin Tenant’s Facilities or the Practice Facilities madenecessaryby reason of Tenant’s Default, (c) Landlord’s operationof Tenant’sFacilities or the Practice Facilities underSections6.1 and 17.2, as applicable, or (d) reasonableexhibition of the Tenant’sFacilities or the Practice Facilities to others duringthe last twelve (12) monthsof the Lease Term;provided, however,if reasonably possible the foregoing items (a), (b) and (d) shall be performedby Landlordon days other than Tenant Event/Game and further provided that if the foregoing items (a), (b) and (d) must be performedon a Event/GameDaysuch entry shall be conducted in such a manneras to minimizeinterference with the activities being conductedin Tenant’s Facilities or the Practice Facilities. During normal Business Hours and upon written notice to Landlord, Tenant shall have the right to review any records maintainedby Landlord,or otherwiseavailable to Landlord,regarding access by any Persons to and fromTenant’sFacilities. 10.2.3 EmergencySituations. Notwithstanding Sections 10.2.1 and 10.2.2, Landlordand its reasonablynecessary authorized representatives, bearing proper credential issued nby Landlord,will haveaccess to the LeasedPremisesand Tenant’sFacilities in any circumstancei whichLandlordin goodfaith believes that an Emergency exists. In such circumstances,Landlord’s activities on the LeasedPremisesor Tenant’sFacilities shall be limited to taking reasonableaction in order to safeguard lives, property or the environment(including any repair or Maintenance necessary under such Emergencycircumstances). 43 ARTICLE 11 ENFORCEABLE CONTRACTS Landlordand Tenant’s fights and obligations with regard to EnforceableContracts are set forth in the StadiumTri-Party Agreement. ARTICLE 12 CASUALTY DAMAGE Section 12.1 Damageor Destruction. If, at any time during the Lease Term,there is any Casualtyto the LeasedPremisesor any part thereof, then Landlordshall (i) use all reasonableefforts to promptlysecure the area of damageor destruction to safeguard against injury to Persons or Property and remediateany hazard, and promptlythereafter, notify Tenantin writing of the estimated time to remedysuch Casualty and restore the LeasedPremisesto a safe condition whetherby repair or by demolition, removalof debris and screening frompublic view, and (ii) Landlordshall, to the extent allowedby law, promptlycommence and thereafter proceedwith reasonable diligence (subject to a reasonable time allowance for the purpose of adjusting the insurance loss and subject to ExcusableLandlordDelay) to repair, restore, replace or rebuild the LeasedPremises as nearly as practicable to a conditionwhichis at least substantially equivalentto that existing immediately prior to such damageor destruction, subject to the terms of Section 12.3 below. Suchrepair, restoration, replacementor rebuilding, including temporaryrepairs for the protection of other Property pending the completionof any such work, remediationof hazards and restoration of the LeasedPremisesto a safe condition or any demolition and debris removalrequired are sometimesreferred to in this Stadium Lease as the "Casualty Repair Work." To the extent any Casualty Repair Workis not performed by Landlord’s employees, such Casualty Repair Workmust be performed on an arms length, bona fide basis by Persons whoare not Affiliates of Landlord and on commercially reasonableterms given the totality of the then existing circumstances.If an UntenantableCondition exists as a result of a Casualty, in addition to any other remediesavailable to Tenanton account thereof under this StadiumLease, the GuaranteedPaymentshall be reducedduring the existence of such Untenantable Condition in accordance with Section 17.7 for each Football HomeGamethat does not take place at the Stadiumdue to such UntenantableCondition. Section 12.2 Insurance Proceeds. 12.2.1 Requirementsfor Disbursement. Insurance proceeds paid pursuant to the policies of insurance for loss of or damageto the LeasedPremises(herein sometimesreferred to as the "InsuranceProceeds")shall be paid and delivered to the Personsspecified in Section9.6. Except as providedin Section 12.2.2, the InsuranceFundshall be applied to the paymentof the costs of the Casualty Repair Workand shall be paid out to or for the account of Landlordfrom time to time as such Casualty Repair Workprogresses. Insurance Proceeds paid or disbursed to Landlord, whether from the Insurance Fund, the issuers of any insurance policies or otherwise, shall be held by Landlordin trust for the purposes of paying the cost of the Casualty Repair Workand shall be applied by Landlordto such Casualty Repair Workor otherwise in accordancewith the terms of this Section 12.2. Landlordshall from time to time as requested by Tenant provide an accounting to Tenantof the InsuranceProceedsin detail and format reasonablysatisfactory to Tenant. 44 12.2.2 Disbursements of Excess Proceeds. If the Insurance Proceeds (and other funds, if any) received by Landlord shall exceed the entire cost of the Casualty Repair Work, Landlord shall deposit the amountof any such excess proceeds into the Capital Repair Reserve Accountand thereuponsuch proceeds shall constitute part of the Capital Repair ReserveFund. 12.2.3 UninsuredLosses/PolicyDeductibles. As CasualtyRepairWorkprogresses during the Lease Term,Landlordshall be obligated to pay for all costs and expensesof any such Casualty Repair Workthat are not covered by Insurance Proceeds or for which Insurance Proceeds are inadequate (such amountsbeing included within the term "Casualty Expenses"). 12.2.4 Application of Insurance Proceeds. 12.2.4.1 StadiumLease Terminated.In the event this StadiumLease shall be terminated pursuant to the provisions of Section 12.3.1, InsuranceProceeds, if any, payable to Landlordin respect of such damageor destruction shall be payable to, and held and distributed by, Landlord. Landlordshall distribute such Insurance Proceeds as follows and in the following order of priority (i) first, to rebuild, if Landlordhas an obligation to the Rodeounder the RodeoLease rebuild, except that InsuranceProceedsof business interruption insurance in an amountequal to the Guaranteed Paymentsthat would have otherwise been payable hereunder notwithstanding such termination shall be segregated and applied toward payment of such Guaranteed Payments, (ii) second,(a) if Landlordhas elected not to rebuild or is not obligated to rebuild, to Landlord paymentof all reasonable costs necessaryto demolishany of the LeasedPremisesand to remediate any hazardscaused by such Casualtyor (b) if Landlordhas elected to rebuild, to Landlordfor the payment of all reasonable costs of Casualty Repair Work, (iii) third, to pay the amount outstanding principal and accrued interest under any Public Debt and any reimbursementobligation by the Sports Authority to the BondInsurer related to any Public Debt that remains unsatisfied, (iv) fourth, to pay the amountof outstandingprincipal and accruedinterest to any Facility Mortgagee undera Facility Mortgage,(v) fifth, only if Landlordhas elected not to rebuild, to Tenantthe product of the TenantCasualtyProceedsRatio multiplied by the remainingInsuranceProceedsand (vi) sixth, to Landlord, the remainder. 12.2.4.2 StadiumLease Not Terminated.Notwithstandinganything in this StadiumLease, including any of the foregoingin this Section 12.2 to the contrary, in the event this StadiumLease is not terminated pursuant to the provisions of Section 12.3.1, Insurance Proceeds, if any, payableto Landlordin respect of such damageor destruction shall be payableto, and held and distributed by, Landlord.Landlordshall distribute such Insurance Proceedsas follows and in the followingorder of priority (i) first, if Tenanthas elected pursuantto a fight grantedherein to offset or otherwise reduce the amountof any Guaranteed Payment, Landlord shall use such Insurance Proceeds to pay the portion of any GuaranteedPaymentwhich Tenant has so elected not to pay pursuantto such offset or other reduction, (ii) second, to rebuild, if Landlordhas an obligation rebuild, and (iii) third, to Landlord,the remainder. 45 Section 12.3 Option to Terminate. 12.3.1 Damage or Destruction of Substantially All of the Improvements. In the event that Substantially All of the Improvements are damaged or destroyedby a Casualty(that is not the result of the willful misconductof Tenant or any of its agents, employees,SpaceTenants(but only those SpaceTenantslicensed directly and solely by Tenant) or contractors, Tenantmay,at its option (exercised with reasonable promptnessin the circumstances,but in all events within ninety (90) days after the date Tenantreceives the written notification of the estimatedtime to remedysuch Casualty), terminate this StadiumLease and all other Principal Project Documents by (x) serving uponLandlordnotice within such period setting forth Tenant’s election to terminate this Stadium Leaseand all other Principal Project Documents as a result of such Casualty as of the end of the calendar month in which such notice is delivered to Landlord and (y) paying to Landlord, concurrently with the service of such notice, all the Paymentswhichwouldotherwise have been payable up to the effective date of such termination. Uponthe service of such notice and the making of such Paymentswithin the foregoingtime period, this StadiumLeaseand all other Principal Project Documents shall cease and terminate with respect to Tenanton the date specified in such notice with the sameforce and effect as if such date werethe date originally fixed as the LeaseExpirationDate. Failure to terminate this StadiumLeasewithin the foregoingtime period shall constitute an election by Tenantto keepthis StadiumLeasein force. If Tenantelects to so keepthis StadiumLeasein full force and effect, Landlordshall commence to performthe Casualty Repair Workand prosecute such CasualtyRepairWorkto completionas providedin this Article 12, unless the Casualtyoccurs at any time during the last four (4) years of the LeaseTermin whichevent Landlordmayelect to terminate this StadiumLease by written notice to Tenant within one hundredtwenty (120) days after such Casualty, with such termination to be deemeda termination by Tenant under the terms of this Section 12.3.1. 12.3.2 Distributionof Capital RepairReserveAccount.In the event this Stadium Lease is terminated pursuant to the provisions of Section 12.3.1 and Landlorddoes not rebuild, Tenantshall be entitled to receive one-third (1/3) of any amountsremainingin the Capital Repair ReserveAccountas of the date of the Casualty; provided,however,that if Landlordhas an obligation to Rodeounder the RodeoLease to performany Casualty Repair Work,Tenant shall be entitled to receive one-third (1/3) of any amountsremainingin the Capital Repair ReserveAccountat such time as the RodeoLeaseshall terminate or expire, whetherby its ownterms or otherwise, but in no event greater than one-third (1/3) of the amountin the Capital Repair ReserveAccountat the time of the Casualty. 12.3.3 Limitation on Distribution of Capital Repair Reserve Account. Notwithstandinganything in Section 12.3.2 to the contrary, during the BondInsurance Period and at such time as Tenantor the Rodeois entitled to receive its share of the Capital Repair Reserve Accountas providedin Section 12.3.2, the Capital Repair ReserveAccountshall first be used to pay the outstanding Public Debt of the Sports Authority or any reimbursementobligation by the Sports Authority to the BondInsurer related to the Public Debt that remains unsatisfied, and then the balance of the Capital Repair Reserve Accountshall be allocated to Tenant and the Rodeoas providedin Section 12.3.2. 46 12.3.4 Definition of Substantially All of the Improvements. For the purposes of this Section 12.3, "Substantially All of the Improvements"shall be deemedto be damagedor destroyedif such Casualty causes an UntenantableConditionto exist, or be reasonablyexpectedto exist, for morethan two (2) years from the date of the Casualty. Thedeterminationof whetherthe LeasedPremisescan be rebuilt, repaired and/or reconfigured in order to remedysuch Untenantable Conditionwithin such two (2) year period shall be madewithin sixty (60) days of the date of Casualtyby an independentarchitect mutuallyselected by Landlord,Tenantand Rodeoand, if during the BondInsurancePeriod after consultation with the BondInsurer at least ten (10) days prior selection. 12.3.5 Landlord’sIntent to Rebuild. For the purpose of Section 12.2.4, Landlord shall be deemedto have elected not to rebuild if Landlordhas not (i) given the notice required Section 12.1(i), (ii) within nine (9) monthsafter the date of the Casualty passed a resolution indicating its intent to rebuild and commenced discussions with a construction contractor to perform the rebuilding, (iii) within eighteen(18) monthsafter the date of the Casualtysigneda contract a construction contractor to performthe Casualty Repair Work,(iv) commenced the Casualty Repair Workwithin one hundredtwenty (120) days after the date of the signing of the contract with the construction contractor, and (v) following such commencement, diligently continued to performand cause the performanceto completion of the Casualty Repair Work. Section 12.4 Survival. Theprovisions containedin this Article 12 shall survive expiration or earlier termination of this StadiumLease, but only insofar as such provisions relate to any Casualtythat occurredprior to the expiration or earlier terminationof this StadiumLease. ARTICLE 13 CONDEMNATION Section 13.1 TemporaryTaking. If at any time during the Lease Term, title or possession to the whole or any part of the Leased Premises or the Leasehold Estate shall be taken in a CondemnationAction for a temporary use or occupancythat does not encompasstwo (2) full NFL Football Seasons, the Lease Termshall not be reduced, extendedor affected in any way, but if an UntenantableConditionexists as a result of such temporarytaking, in addition to any other remedies available to Tenanton account thereof under this StadiumLease, the GuaranteedPaymentsshall be reduced by the amountprovided in Section 17.7 for each Football HomeGamethat does not occur at the Stadiumdue to such Untenantable Condition, less the amountof the CondemnationAward received by Tenantpursuant to this Article 13. Section 13.2 Condemnation of Substantially All of the Improvements. 13.2.1 TerminationRights. If at anytimeduring the Lease Term,title orpossession to the whole of the Leased Premises, the entire Leasehold Estate or Substantially All of the Improvementsshall be taken in any CondemnationAction (or conveyed in lieu of any such CondemnationAction), other than for a temporary use or occupancythat does not encompasstwo (2) full NFLFootball Seasons,then Tenantmay,at its option (exercised with reasonable promptness in the circumstances, but in all events within ninety (90) days after Tenant receives written 47 notification of the estimatedtime required to remedythe taking of the wholeof the LeasedPremises, the entire LeaseholdEstate or Substantially All of the Improvements), terminate this StadiumLease and all other Principal Project Documentsby (i) serving uponLandlordnotice within such period setting forth Tenant’s election to terminate this StadiumLease and all other Principal Project Documents as a result of such taking (or conveyance)as of the end of the calendar monthin which such notice is delivered to Landlordand (ii) paying to Landlord, concurrently with the service such notice, all the Paymentswhichwouldotherwise have been payable up to the effective date of such termination. Uponthe service of such notice and the makingof such Paymentswithin the foregoingtime period, this StadiumLeaseand all other Principal Project Documents shall cease and terminate with respect to Tenanton the date specified in such notice with the sameforce and effect as if such date werethe date originally fixed as the LeaseExpirationDate. Failure to terminatethis StadiumLeasewithin the foregoing time period shall constitute an election by Tenant to keepthis StadiumLease in force. If Tenant elects to so keep this StadiumLease in full force and effect, Landlord shall commenceto perform the Condemnation Repair Work and prosecute such CondemnationRepair Workto completionas provided in this Article 13, unless the Condemnation Action (or conveyancein lieu of any such Condemnation Action) occurs at any time during the last four (4) years of the LeaseTermin whichevent Landlordmayelect to terminate this StadiumLease by written notice to Tenantwithin one hundredtwenty(120) days after such taking (or conveyance), with such termination to be deemeda termination by Tenantunder the terms of this Section 13.2.1. 13.2.2 Definition of Substantially All of the Improvements. For purposes of this Article 13, "Substantially All of the Improvements" shall be deemedto have been taken if, by reason of the taking of title to or possession of the LeasedPremises or any portion thereof by Condemnation Actions, an UntenantableConditionexists, or is reasonably expectedto exist, for a period of time encompassingtwo (2) full NFLFootball Seasonsor morebeginning from the date such taking (or conveyance),including any temporarytaking of such length. The determination whetherthe LeasedPremises can be rebuilt, repaired and/or reconfigured in order to remedysuch UntenantableCondition within such time shall be madewithin sixty (60) days of the date of the taking (or conveyance)by an independent architect mutually selected by Landlord, Tenant and Rodeoand, if during the BondInsurancePeriod after consultation with the BondInsurer at least ten (10) daysprior to selection. Section 13.3 Condemnation Repair Work.In the event of (i) a CondemnationAction affecting less than the wholeof the LeasedPremises,the entire LeaseholdEstate or Substantially All of the Improvements or (ii) a Condemnation Action affecting the wholeof the LeasedPremises, the entire LeaseholdEstate or Substantially All of the Improvementsand Tenant or Landlorddo not exercise their respective options to terminate this StadiumLeasepursuant to Section 13.2.1 of this StadiumLease, then the LeaseTermshall not be reducedor affected in any way,and Landlordshall, with reasonable diligence (subject to ExcusableLandlordDelay), commence and thereafter proceed to repair, alter and restore the remainingpart of the LeasedPremisesto substantially their former condition to the extent that the samemaybe feasible and necessaryso as to constitute a complete multipurposecomplexusable for its intended purposes, including the conduct of professional NFL football games,and as otherwise contemplatedunder this StadiumLease and the RodeoLease, to the extent practicable and permitted by applicable Governmental Rules. Suchrepairs, alterations or restoration, including temporary repairs for the protection of Persons or Property pendingthe 48 completionof any part thereof, are sometimesreferred to in this Article 13 as the "Condemnation Repair Work."Landlord shall be obligated to pay for the entire cost of all Condemnation Repair Work("CondemnationExpenses") irrespective of the amountof Landlord’s CondemnationAward. Amountspaid to Landlordas Landlord’sCondemnation Awardshall be held in trust for the purpose of paying CondemnationExpenses and shall be applied by Landlord to any such Condemnation Expenses or otherwise in accordance with the terms of this Section 13.3. To the extent any CondemnationRepair Workis not performed by Landlord’s employees, such CondemnationRepair Workmust be performedon an arms length, bona fide basis by persons whoare not Affiliates of Landlordand on commerciallyreasonableterms given the totality of the then existing circumstances. All Condemnation Expenses in excess of Landlord’s CondemnationAwardshall be paid by Landlord,except as providedin this Article 13. Section 13.4 Application of Condemnation Awards;Distribution of Capital Repair Reserve Account. 13.4.1 Applicationof Condemnation Awards.In the event that (i) Tenant has not terminatedthis StadiumLease pursuant to Section 13.2.1 of this StadiumLeaseor (ii) Landlordhas an obligation to the Rodeounder the RodeoLease to perform any Condemnation Repair Work,then Landlord’s CondemnationAwardand any CondemnationAwardpaid to Tenant for the Leasehold Estate (not including any portion of such CondemnationAwardfor Tenant’s movingexpenses or Tenant’sseparate property)shall be distributed in the followingorder of priority: (a) to Landlord the paymentof all reasonable CondemnationRepair Work, and (b) any amountsleft over after applying such Condemnation Awardsin accordancewith the foregoing clause (a) shall be returned to the Party originally entitled to receive such Condemnation Award;provided, however,during the BondInsurance Period, if as a result of such Condemnation Tenant has elected pursuant to a fight granted herein to offset or otherwise reduce the amount of any Guaranteed Payment, such CondemnationAwardsshall be used first to pay the portion of any Guaranteed Paymentwhich Tenanthas so elected not to pay pursuant to such offset or other reduction and then any balanceof such Condemnation Awardsshall be used in the order of priority established under clauses (a) and (b) above. In the event that Tenanthas terminated this StadiumLease pursuant to Section 13.2.1 of this StadiumLease and Landlorddoes not have an obligation to the Rodeounder the RodeoLease to perform any Condemnation Repair Work,then Landlord’s CondemnationAwardshall be applied, (i) as necessary, to pay the amountof outstandingprincipal and accrued interest under any Public Debt and any reimbursementobligation by the Sports Authority to the BondInsurer related to any Public Debt that remainsunsatisfied, and (ii) any excess shall be retained by Landlord,and Tenant shall be entitled to its full Condemnation Award. 13.4.2 Distribution of Capital RepairReserveAccount.In the event this Stadium Leaseis terminated pursuant to Section 13.2.1 of this StadiumLeaseand Landlorddoes not havean obligation to the Rodeounder the RodeoLease to perform any CondemnationRepair Work,Tenant shall be entitled to receive one-third (1/3) of the amountin the Capital RepairReserveAccount of the date of the date of the taking (or conveyance);provided,however,that if Landlorddoes have an obligation to the Rodeounder the Rodeo Lease to perform any CondemnationRepair Work, Tenant shall be entitled to receive one-third (1/3) of the amountin the Capital Repair Reserve Accountat such time as the RodeoLease shall terminate or expire, whether by its ownterms or 49 otherwise, but in no event greater than one-third (1/3) of the amountin the Capital Repair Reserve Accountat the time of the taking (or conveyance). 13.4.3 Limitation on Distribution of Capital Repair Reserve Account. Notwithstandinganything in Section 13.4.2 to the contrary, during the BondInsurance Period and at such time as Tenantor the Rodeois entitled to receive its share of the Capital Repair Reserve Accountas providedin Section 13.4.2, the Capital Repair ReserveAccountshall first be used to pay the outstanding Public Debtof the Sports Authorityand any reimbursementobligation by the Sports Authority to the BondInsurer related to any Public Debt that remains unsatisfied, and then the balance of the Capital Repair Reserve Accountshall be allocated to Tenant and the Rodeoas providedin Section 13.4.2. Section 13.5 CondemnationProceedings. Notwithstanding any termination of this StadiumLease, (i) Tenantand Landlordeach shall have the right, at its ownexpense, to appear any Condemnation Actionand to participate in any and all hearings, trials and appeals therein and (ii) subject to the other provisions of this Article 13. Tenant shall have the right in any Condemnation Action to assert a claim for, and receive all Condemnation Awardsfor, the loss in value of the LeaseholdEstate, or any of Tenant’sseparate Property taken or damagedas a result of such Condemnation Action, and any damageto, or relocation costs of, Tenant’sbusiness as a result of such CondemnationAction. In the event of the commencement of any CondemnationAction, (i) Landlordshall undertakeall commerciallyreasonableefforts to defendagainst, and maximizethe CondemnationAwardfrom, any such CondemnationAction, (ii) Landlordshall not accept or agree to any conveyancein lieu of any condemnation or taking without the prior consent of Tenant, which consent shall not be unreasonablywithheld, delayed or conditioned and (iii) Landlordand Tenant shall cooperate with each other in any such Condemnation Action and provide each other with such information and assistance as each shall reasonably request in connectionwith such Condemnation Action. Section 13.6 Notice of Condemnation. In the event Landlord or Tenant receives notice of any proposedor pendingCondemnation Actionaffecting the LeasedPremises, the Party receiving such notice shall promptlynotify the other Party. Section 13.7 Survival. The provisions contained in this Article 13 shall survive the expiration or earlier terminationof this StadiumLease,but only insofar as suchprovisionsrelate to any CondemnationActions or CondemnationAwardsthat arose prior to the expiration or earlier termination of this StadiumLease. ARTICLE 14 ASSIGNMENT; SUBLETTING Section 14.1 Assignments of Tenant’s Interest; Subleasin2. Except as otherwise permitted by this Article 14 or Section 16.1, Tenant maynot (and Tenantagrees that it will not), voluntarily, involuntarily, by operation of law or otherwise (including by wayof merger or consolidation), sell, assign, transfer, sublease, pledge, mortgageor encumberthis StadiumLeaseor the LeaseholdEstate (each, a "Transfer"), without(i) first obtaining the consent of Landlord 50 during the BondInsurancePeriod, BondInsurer, pursuant to this Article 14, whichconsentshall not be unreasonablywithheld, delayed or conditioned, and the consent of the NFLand (ii) unless such Transferis a PermittedTransfer, a concurrenttransfer of all of Tenant’srights and obligations under all of the Principal Project Documentsin accordance with the terms of the Principal Project Documents.For purposesof this StadiumLease, the term "Transfer" shall also include any issuance or transfer of any securities or interests havingordinaryvotingpowerfor the election of directors (or other comparablecontrolling body)of Tenantor any transfer of an equity or beneficial interest in Tenantthat results in either (x) a changeof the Controlling Person, if any, of Tenant, or (y) creation of a Controlling Person of Tenant, wherenone existed before. Landlordand Tenant agree that notwithstandingthe foregoing, the term "Transfer" shall not include, and Landlord’sconsent shall not be required for, any grant of a mortgage,pledge, assignmentand/or other security interest or Lien in or on any of Tenant’strade fixtures, equipment,personal Property or general intangibles that are not part of the LeasedPremises, but "Transfer" shall include any Lien on the Franchise. Section 14.2 Permitted Transfers. Although the following shall constitute a Transfer under this StadiumLease (each, a "Permitted Transfer"), Landlord’sand, during the BondInsurance Period, BondInsurer’s, consent to such Permitted Transfer shall be deemedto have been obtained provided no uncured Tenant Default for which Landlord or, with respect to an Event of Default under Sections 17.1.1 (a), 17.1.1 (c) and 17.1.1 during the Bond Insurance Period, BondInsurer, has delivered notice to Tenantshall then exist and providedfurther that to the extent NFLapproval is required, such approvalshall havebeenobtained(in each case in the sole and absolute discretion of the NFL): (a) Any Transfer that is approved by the NFLand contemporaneously simultaneouslyincludes (i) an assignmentor transfer of the Franchisein accordancewith the Non-Relocation Agreementto the same Person whois Tenant’s successor by assignment underthis StadiumLease(the "TenantTransferee"), (ii) an assignmentor transfer of Tenant’s rights under the NFLClub License Agreement,the Stadium Tri-Party Agreementand the Project Agreement to the TenantTransferee, and (iii) the full and unqualified assumption(by operation of law or otherwise)by the TenantTransfereeof responsibility for performanceof all of the obligations of Tenantunder the Principal Project Documents arising on and after the date of the Transfer; (b) AnySpace Lease, provided such Space Lease is subject and subordinate this StadiumLease; provided, however,that the prior written approval of the NFLshall be required for any such SpaceLeaseother than (i) a SpaceLeaseentered into by the Tenant the ordinary course of Tenant’soperations relating to the provision of concessionsor other services that (x) support the operations of the Stadiumor (y) support the holding of Football HomeGame,or (ii) a SpaceLease that does not interfere with any Football Home Gameor Tenant’s other football operations in the LeasedPremises; (c) Anysublease or license to an Affiliate of Tenant for the purpose of the exhibition, presentation or broadcasting(or other transmission)of(i) a Football Home Game; provided, however,that the prior written approval of the NFLshall be required, or (ii) 51 TenantEvent; provided,however,that the prior written approvalof the NFLshall be required if Tenantis required to assumeany financial risk with respect to such TenantEvent; (d) Anysublease or license to any Person for the operation of the Practice Facilities or the holdingof a Tenantevent at the Practice Facilities; provided,however,that the prior written approvalof the NFLshall be required for any such subleaseor license other than (i) a sublease or license entered into by the Tenantin the ordinary course of Tenant’s operations relating to the provision of concessionsor other services that (x) support the operationsof the Practice Facilities or (y) support the holdingof any football operations the PracticeFacilities, or (ii) a subleaseor license that doesnot interfere with anyof Tenant’s football operationsat the Practice Facilities; (e) Anyassignment, transfer, mortgage, pledge or encumbranceof any of the Tenant’s receivables, accounts or revenuestreams from the LeasedPremisesor the Practice Facilities providedthe sameis subject and subordinate to this StadiumLeaseand the other Principal Project Documents;provided, however,that the prior written approval of the NFL shall be required; (f) Anyissuance or transfer of any securities or interests havingordinary voting powerfor the election of directors (or other comparablecontrolling body) of Tenant that results in there being no Controlling Person of Tenant; provided, however,that the prior written approval of the NFLshall be required; and (g) Anyissuance or transfer of any securities or interests havingordinary voting powerfor the election of directors (or other comparablecontrolling body) of Tenant that results in either a changeof the ControllingPersonof Tenantor the creation of a Controlling Personof Tenant, wherenone existed before, provided, during the seven (7) years preceding the date of such Transfer, the Personwhois the newControlling Personof Tenantshall not have beenconvictedin a federal or state felony criminal proceeding(including a conviction entered on a plea of nolo contendere) of a crime of moral turpitude, unless the sameshall have been subsequentlyreversed, suspended,vacated, annulled, or otherwiserendered of no effect under applicable GovernmentalRule; provided, however, that the prior written approval of the NFLshall be required. Section 14.3 Release of Tenant. No Transfer shall relieve Tenant from any of its obligations under this StadiumLease except that Tenant shall be relieved from any obligations arising under this StadiumLeaseafter the date of a PermittedTransfer if, and only if, all of the following occur: (a) Tenant has notified Landlord and, during the BondInsurance Period, Bond Insurer, of the nameand address of the TenantTransfereeand the Controlling Person, if any, of such Tenant Transferee by the time of the Permitted Transfer; (b) The Tenant Transferee must also be the successor by assignment’ofTenant’s rights under the Franchise and the Principal Project Documents; 52 (c) Such Transfer is a Permitted Transfer described in Subparagraph(a) of Section 14.2 or such Transfer has been approvedin accordancewith Section 14.1 hereof; (d) TheTenant Transferee shall have assumedresponsibility for performance all of the obligations of Tenantunder the Principal Project Documents arising on and after the date of the Transfer pursuant to an instrumentof assignmentand assumptionsubstantially in the form of the Assignmentand AssumptionAgreementattached hereto as Exhibit D or if not substantially in such form, then in a form approvedby Landlordand, during the Bond InsurancePeriod, BondInsurer, whichapproval shall not be unreasonablywithheld and shall be limited to the question of whethersuch instrument, whenduly executed, will accomplish its intended purposes under this Stadium Lease (the "Assignment and Assumption Agreement"); (e) Duringthe seven (7) years preceding the date of the PermittedTransfer, Tenant Transferee or any Personwhois a Controlling Person of the Tenant Transferee as of the date of the Transfer, shall not havebeenconvictedin a federal or state felony criminal proceeding(including a convictionentered on a plea of nolo contendere)of a crime of moral turpitude, unless the same shall have been subsequently reversed, suspended, vacated, annulled, or otherwise rendered of no effect under applicable GovernmentalRule (the requirementspecified in this Subparagraph(e) being herein referred to as the "Controlling Person Requirement"); (f) Asof the date of the PermittedTransfer(after giving effect to the Transfer), the Net Worthof the TenantTransferee shall be no less than an amountequal to TenMillion and No/100Dollars ($10,000,000.00) multiplied by the then CPI Fraction (the "Financial Test"); (g) TheTenantTransferee’ssatisfaction of the Financial Test as of the date of the Transfer(after giving effect to the Transfer) shall be evidencedby, and be deemedsatisfied by, (i) representations to that effect by the Tenant Transferee in the Assignmentand Assumption Agreementand (ii) a letter addressed and delivered to Landlordand, during the BondInsurance Period, BondInsurer, and Tenant (at Tenant’s or the Tenant Transferee’s expense) fi’om a firm of independentcertified public accountants of recognizednational standing and stating that, based uponan audit of the TenantTransferee up to and including the date of the Transfer (after giving actual or proformaeffect to the Transfer) made accordancewith generally acceptedauditing standards, in such firm’s opinion the Financial Test is/was metas of the date of the Transfer, suchletter to be subject to suchqualifications and assumptionsas are usual and customaryat such time for opinions of auditing firms. In the event within the thirty (30) days after the date transferring Tenantor the TenantTransferee delivers to Landlordand, during the BondInsurance Period, BondInsurer, the accountant’s letter described in Subparagraph(g) above, Landlordor, during the BondInsurance Period, BondInsurer, delivers to transferring Tenantand the TenantTransfereea request that such requesting Landlordor BondInsurer be provided an opportunity to inspect and review the work papers used by such accountingfirm in the preparation of such letter (all costs of any such inspection and reviewto be 53 at such requesting Landlord’sor BondInsurer’s expense), the transferring Tenant and the Tenant Transferee shall cause such accountingfirm to makesuch workpapers available for inspection and review (but not retention or copying)by an individual designated by such requesting Landlord BondInsurer whois reasonably acceptable to the transferring Tenant. Suchinspection and review by the individual designatedby such requesting Landlordor BondInsurer shall take place during the thirty (30) day period followingthe later of the delivery of such request by such requestingLandlord or BondInsurer or the approval by the transferring Tenant of the individual designated by such requesting Landlord or BondInsurer and shall be at a reasonable location designated by such accountingfirm. Suchrequesting Landlordor BondInsurer and the individual so designated by such requesting Landlordor BondInsurer for the inspection and review of such workpapers shall agree to maintain the confidentiality of such workpapers, except as required by applicable Governmental Rule, and shall enter into such confidentiality agreementwith respect to the sameas the transferring Tenant, the TenantTransferee or such accountingfirm shall reasonably request consistent with the foregoing. Section 14.4 SpaceLeases. Tenant shall have the right to enter into Space Leases and engage such third party vendors and contractors and enter into such other agreements or arrangementswith other Persons as Tenant deemsnecessary, advisable or desirable to fully enjoy and exploit its rights as to the LeasedPremiseson Tenant Event/Game Days,and as to the Practice Facilities and Tenant’sFacilities at all times during the LeaseTerm,subject to the terms of the StadiumTri-Party Agreement,providedthat each such SpaceLeaseshall be subject and subordinate to this StadiumLeaseand to the rights of Landlordhereunderand shall expressly so state and shall complywith the terms of the StadiumTri-Party Agreement.Notwithstandingany such subletting, Tenantshall at all times remainliable for the performanceof all of the covenantsand agreements under this StadiumLease on Tenant’s part to be so performed. Section 14.5 Transfers by Landlord.Except with respect to a Landlord Transfer to the Countyor a CountyAffiliate and Facility Mortgagespermitted pursuant to the terms of Article 15, Landlordshall not (and Landlordagrees that it will not) voluntarily, involuntarily, by operation law or otherwise,sell, assignor otherwisetransfer this StadiumLeaseor any of its rights, obligations or duties under this StadiumLease (a "LandlordTransfer"), without first obtaining the consent of Tenant, whichconsent maybe withheld, delayed or conditioned in Tenant’s sole discretion. The followingconditions mustbe compliedwith prior to, or simultaneouslywith, any LandlordTransfer, (i) Landlord must notify Tenant of the nameand address of the Person whoLandlord desires succeed to the rights and obligations of Landlord under this Stadium Lease (a "Landlord Transferee"), (ii) Tenant’sconsent mustbe obtained with regard to any LandlordTransfer other than a LandlordTransfer to the Countyor a CountyAffiliate or Facility Mortgagespermitted pursuant to the terms of Article 15, (iii) the LandlordTransferee shall have(x) received, and acknowledged receipt of, the collected balance of the Capital Repair ReserveFundand Insurance Fund, if any, established a newCapital Repair ReserveAccountand Insurance Accountin its name,and deposited such amountsinto escrow in such newCapital Repair Reserve Accountand Insurance Account, as appropriate, for the benefit of Tenantand the Rodeoand to be held and distributed in accordance with this StadiumLease and the StadiumTri-Party Agreementas part of the Capital Repair Reserve Fundand Insurance Fund, as appropriate, and (y) assumedall of the obligations of Landlordunder the Principal Project Documents arising on and after such LandlordTransfer and agreed to be bound 54 by all of the terms, conditions and provisionsof the Principal Project Documents, all pursuant to an instrument in form and substance approvedby Tenant and, during the BondInsurance Period, Bond Insurer, whichapproval shall not be unreasonablywithheld and shall be limited to the question of whethersuch instrument, whenduly executed, will be legally adequateto accomplishits intended purposeunder this StadiumLeaseif the LandlordTransferee is a governmentalentity, but otherwise maybe withheld, delayed or conditioned in Tenant’s or, during the BondInsurance Period, Bond Insurer’s, discretion, (iv) with respect to any LandlordTransferthat occurs prior to the Substantial CompletionDate, Landlordshall have providedTenant and, during the BondInsurance Period, Bond Insurer, with evidence, reasonablyacceptable to Tenantand, during the BondInsurancePeriod, Bond Insurer, that the LandlordTransferee has the financial wherewithalto performall of Landlord’s obligations under this StadiumLease and the other Principal Project Documentsand that such LandlordTransfer complieswith all applicable Governmental Rules, and (v) following the Landlord Transfer, the Landlord Transferee must own, lease or otherwise control all of the Astrodomain Complex,the Practice Facilities and the Additional Parking Landin a mannerthat permits such LandlordTransfereeto fulfill all of Landlord’sobligations under the Principal Project Documents. Section 14.6 Release of Landlord.NoLandlord Transfer shall relieve Landlord from any of its obligations under this Stadium Lease except that Landlord shall be relieved from any obligations arising underthis StadiumLeaseon and after the date of a LandlordTransferif, and only if (i) Tenant and, during the BondInsurance Period, BondInsurer, consents to such Landlord Transferor (ii) Tenant’sconsenttO such LandlordTransferis not required pursuantto Section 14.5. Section 14.7 EstoppelCertificate. In connection with any Permitted Transfer, Transfer to which Landlordhas provided its consent, permitted LandlordTransfer or financing by Tenant, Landlordor the Sports Authority, Tenant and Landlordagree to execute and deliver to each other an estoppel certificate intended to be relied uponby Tenant, Landlordand any transferee or assignee pursuant to such PermittedTransfer, Transfer to whichLandlordhas providedits consent, permitted LandlordTransfer or financing by Tenant, Landlordor the Sports Authority, as the case maybe, or any third party lender stating: (a) Whetherthis StadiumLease is unmodifiedand is in full force and effect (or, if there have been modifications, that this StadiumLease is in full force and effect as modifiedand stating the modifications); (b) To the knowledgeof Landlord or Tenant, as the case maybe, whether there are any Tenant Defaults or any Landlord Defaults (and specifying each such default or potential default as to whichLandlordor Tenant, as the case maybe, has knowledge);and (c) Landlord’sor Tenant’s current address, as the case maybe, for purposes giving notice. Section 14.8 BondInsurer Consentto LandlordTransfer. During the BondInsurance Period and in addition to Landlord’s compliancewith all of the terms and conditions of this Article 14 with respect to any LandlordTransfer, Landlordcovenantsand agrees that Landlordwill (i) deliver a copy of the notice required to be delivered to Tenant pursuant to clause (i) 55 Section 14.5 to the BondInsurer and (ii) obtain the consentof the BondInsurer for a transfer to any LandlordTransferee that is not the Countyor a CountyAffiliate, each prior to any such Landlord Transfer. In connection with a LandlordTransfer during the BondInsurance Period to a Landlord Transferee whois a CountyAffiliate, Landlordmust provide to the BondInsurer a legal opinion reasonablysatisfactory to the BondInsurer stating that such CountyAffiliate is subject to Chapter9 of the United States BankruptcyCode, as amended. ARTICLE 15 FACILITY MORTGAGES Section 15.1 Facility Mortgages.Landlordmaygrant Liens against or with respect to its interest in the LeasedPremisesto secure a Project Financingand no other debt, provided, however that (i) any and all such Liens (including but not limited to, Facility Mortgages)placed or suffered by Landlord covering Landlord’s interest in the Leased Premises shall be expressly subject and subordinatein any and all respects to this StadiumLeaseand the other Principal Project Documents, all of the obligationsof Landlordhereunderand thereunder,andall of the rights, titles, interests and estates of Tenant (and those claiming by, through and under Tenant, including Space Tenants) created or arising under this StadiumLease, (ii) any judicial or non-judicial foreclosure sales under any such Liens and any conveyancesin lieu of foreclosure under any such Liens shall constitute a LandlordTransferthat is subject to the terms and conditionsof Section14.5 and (iii) for so long the BondInsurer has any obligation or commitmentunder any insurance policy covering any outstanding Public Debtof the Sports Authoritywith respect to the Stadium,Landlordshall not be entitled to grant any Lien otherwisepermittedpursuantto the termsthis Section15.1 against or with respect to Landlord’sinterest in the Stadium. Notwithstandingthe foregoing, Landlordcovenants and agrees that contemporaneously with granting any Liens against or with respect to its interest in the LeasedPremisesto secure a Project Financing, Landlordwill cause any Facility Mortgageeto enter into a recordable non-disturbanceagreementin form and substance reasonably acceptable to Tenantcontaining non-disturbanceprovisions reasonably acceptable to Tenant protecting Tenant’s rights under this StadiumLease and the other Principal Project Documents (a "Facility Mortgage Non-Disturbance Agreement"). Any such Facility Mortgage Non-Disturbance Agreementshall include, but need not be limited to, an agreementby the Facility Mortgageethat (i) the rights Tenantunder this StadiumLease, and all terms and conditions of this StadiumLease, shall not be affected or disturbedby the Facility Mortgagee in the exercise of any of its rights under the Facility Mortgage,(ii) if any judicial or non-judicial foreclosure sale occurs under the Facility Mortgage any conveyancein lieu of foreclosure occurs under the Facility Mortgage,this StadiumLeaseshall continuein effect and shall not be terminatedand the purchaserof the LeasedPremisesshall become boundto Tenant to performall of Landlord’s obligations under this StadiumLease, and (iii) any judicial or non-judicial foreclosure sales under any such Facility Mortgageand any conveyancesin lieu of foreclosure under any such Facility Mortgageshall constitute a LandlordTransfer that is subject to the terms and conditions of Section 14.5. Section 15.2 Pledge of Payments. Notwithstanding anything to the contrary in Section 15.1, but subject to the prohibition on pledging the Capital Repair ReserveFundset forth under Article 7, Landlord maypledge the Guaranteed Paymentand the Additional Guaranteed Paymentpayable pursuant to this Stadium Lease to the paymentof one or more obligations of 56 Landlordor the Sports Authority, including the Public Debt, providedthat no such pledge maycreate a Lien coveting Landlord’s interest in the Leased Premises or Practice Facilities other than as authorized pursuant to Section 15.1. ARTICLE 16 TENANT MORTGAGES Section 16.1 TenantMortgages. Tenant maygrant Liens against or with respect to its interest in the LeasedPremises,Practice Facilities or the Franchiseto secure a TenantFinancingand no other debt, provided,howeverthat (i) any and all such Liens(including but not limited to, Tenant Mortgages)placed or suffered by Tenantcoveting Tenant’sinterest in the LeasedPremises, Practice Facilities or the Franchiseshall be expressly subject and subordinatein any and all respects to the provisionsof this StadiumLeaseand the other Principal Project Documents and all of the obligations of Tenanthereunderand thereunder,and all of the rights, titles, interests and estates of Landlord(and those claiming by, through and under Landlord)created or arising under this StadiumLease and the other Principal Project Documents and the rights, titles, interests and estates of the Rodeo(and those claimingby, through and under the Rodeo)created or arising under the Principal Proj ect Documents, (ii) such Lien maynot secure an amountin excess of the allowable debt limit, from time to time, placed on the Franchise pursuant to NFLFootball Rules and Regulations, and (iii) the NFLhas consentedto such Lien. Duringthe BondInsurancePeriod, Tenantshall not enter into any contract in whichit expressly agrees that any of its obligations to makepaymentsthereunder are senior in tight of paymentto its obligation to pay each Guaranteed Paymentand Additional Guaranteed Paymentas due; providedthat the existence, fromtime to time and at any time, of collateral or other credit enhancement or security in respect to any Tenantobligation other than such obligation to pay each GuaranteedPaymentand Additional GuaranteedPaymentas due shall not constitute a breach of, or result in a default under, the foregoing Tenantundertaking or any other provision of this StadiumLease(subject to the requirementswith respect to Liens on the LeasedPremises, Practice Facilities or the Franchiseset forth in this Section 16.1) or any other Principal Project Document. Section 16.2 Tenant MortgageeProtection. 16.2.1 Acknowledgmentand Agreementby Landlord. Landlord acknowledges and agrees that: (a) During the Lease Term, in the event of any act or omission Tenantwhichwouldgive Landlordthe tight, either immediatelyor after the lapse of time, to terminate this StadiumLease or Tenant’s tight of occupancyof all or any part of the LeasedPremisesor to claim a partial or total eviction, Landlordwill not exercise any such right until: (i) it has given written notice of such act or omission to any Tenant Mortgageeof which Landlord has notice; and (ii) the period of time as is given to Tenant under this Stadium Lease to cure such act or omissionplus an additional period 57 of sixty (60) days (except, only with respect to a failure Tenant under Section 17.1. l(a) during the BondInsurance Period, suchadditional period shall be thirty (30) days) shall have elapsed following such giving of notice to any Tenant Mortgagee, it being understood that any Tenant Mortgagee shall have the opportunity, but not the obligation to cure Tenant’s act or omission. AnyTenant Mortgageeshall keep the BondInsurer (during the BondInsurance Period) and the NFLreasonably and promptly informedconcerning its course of action in effecting a cure of any such Tenant act or omission. (b) It shall send a copy of any notice or statement under this Stadium Lease to any Tenant Mortgageeof whomLandlord has notice at the sametime such notice or statementis sent to Tenant. (c) It shall not (i) grant to any Personor permitany Person,in each other than Tenant,the right or opportunityto cure any such act or omissionduring any period that any Tenant Mortgageeshall have the opportunity to cure such Tenant act or omission or (ii) exercise its rights under Section17.4 until all such oppommity-to-cure periods shall have expired. 16.2.2 Foreclosureand Sale. In the event of foreclosure of any Tenant Mortgage, or upona sale of Tenant’sLeaseholdEstate pursuantto the trustee’s powerof sale containedtherein, or upona transfer of the LeaseholdEstate by conveyancein lieu of foreclosure, then providedthat the purchaser or other transferee of such LeaseholdEstate cures all defaults of Tenant under the StadiumLease and other Principal Project Documents: (a) This StadiumLeaseshall continuein full force and effect as a direct lease betweenthe succeeding ownerof the LeaseholdEstate and Landlord, upon and subject to all of the terms, covenants and conditions of this StadiumLease and the other Principal Project Documents,for the balance of the term of this StadiumLease. Landlordherebyagrees to accept any such successor ownerof the LeaseholdEstate and improvementson the Practice Facilities Landas Tenant under this StadiumLease provided that such successor ownerof the Leasehold Estate and improvements on the Practice Facilities Land(i) is acceptable to the NFL,(ii) succeedsTenant the ownerof the Franchise, and (iii) meets the Controlling Person Requirementand the Financial Test set forth in Section14.3 hereof; (b) Anysuccessor owner of the Leasehold Estate shall not be bound by any agreement or modification of this Stadium Lease or any of the other Principal Project Documentsmadewithout the written consent of the Tenant Mortgagee; and (c) Uponthe written request of either such Tenant Mortgagee Landlordor, during the BondInsurancePeriod, BondInsurer, given to the others at the time of any foreclosure, trustee’s sale or conveyancein lieu thereof, Landlordand such TenantMortgageeagree 58 to execute a newlease of the Leased Premises and Practice Facilities upon the sameterms and conditions as this StadiumLeaseand the other Principal Project Documents,whichlease shall cover any unexpired term of this StadiumLease existing prior to such foreclosure, trustee’s sale or conveyancein lieu of foreclosure. ARTICLE17 DEFAULTS AND REMEDIES Section 17.1 Events of Default. 17.1.1 TenantDefault. Theoccurrence of any of the following shall be an "Event of Default" by Tenant or a "TenantDefault": (a) The failure of Tenant to pay any of the Guaranteed Payment Additional Guaranteed Paymentwhendue and payable under this Stadium Lease if such failure continues for morethan ten (10) days after Landlordor, during the BondInsurance Period, BondInsurer, gives notice to Tenant that such amountwas not paid whendue; (b) The failure of Tenant to pay any of the Additional Paymentswhen due and payable under this StadiumLease if such failure continues for morethan thirty (30) days after Landlordgives notice to Tenant that such amountwasnot paid whendue; (c) The failure of Tenant to perform each and every covenant and agreementof Tenant with respect to insurance policies and coverages to be maintained by Tenantpursuant to and in accordancewith Article 9 and AppendixE attached hereto if such failure is not remediedwithin five (5) days after Landlordor, during the BondInsurance Period, BondInsurer, gives notice to Tenantof such failure; (d) Anymaterial representation or warrantyconfirmedor madein this StadiumLease by Tenant or in any certificate required to be delivered by Tenant pursuant to this StadiumLease shall be found to have been incorrect in any material respect when madeor deemedto have been madeif such failure is not remediedwithin thirty (30) days after Landlordor, during the BondInsurance Period, BondInsurer, gives notice to Tenant of suchfailure; (e) If any "Club Default" occurs under the Project Agreementand remainsuncuredafter the lapse of the applicable notice and cure period, if any, providedfor under the terms of the Project Agreement; (f) If any "Houston NFLHoldings Default" occurs under the NonRelocation Agreementand remainsuncuredafter the lapse of the applicable notice and cure period, if any, provided for under the terms of the Non-RelocationAgreement; 59 (g) If any "Licensee Default" occurs under the NFLClub License Agreementand remainsuncuredafter the lapse of the applicable notice and cure period, if any, provided for under the terms of the NFLClub License Agreement; (h) If any "Event of Default" of the "Team"occurs under the Stadium Tri-Party Agreementand remainsuncuredafter the lapse of the applicable notice and cure period, if any, providedfor under the terms of the StadiumTri-Party Agreement; (i) If any "Event of Default" by Tenant occurs under the Funding Agreementand remains uncuredafter the lapse of the applicable notice and cure period, if any, provided for under the terms of the FundingAgreement; (j) Thefailure of Tenantto keep, observe or performany of the terms, covenants or. agreementscontained in this StadiumLease or in Section 5.1 of the NonRelocation Agreementon Tenant’s part to be kept, performedor observed (other than those referredto in clauses(a), (b), (c), (d), (e), (f), (g), (h) or (i) above)if: (i) remediedby Tenant within thirty (30) days after notice from Landlordof such default (ii) in the case of any such default whichcannot with due diligence and goodfaith be cured within thirty (30) days, Tenantfails to commence to cure such default within thirty (30) after notice fromLandlordof such default or Tenantfails to prosecutediligently the cure of such default to completionwithin such additional period as maybe reasonably required to cure such default with diligence and in goodfaith; it beingintendedthat, in connectionwith any such default whichis not susceptible of beingcured with due diligence and in goodfaith within thirty (30) days, the time within whichTenantis required to cure such default shall be extendedfor such additional period as maybe necessary for the curing thereof with due diligence and in goodfaith; providedfurther, however,that if suchdefault is not curedwithin ninety (90) daysafter notice fromLandlordof such default (notwithstandingTenant’sdiligent prosecutionof curative efforts), then such failure shall constitute an Eventof Defaultunder this StadiumLease; or (k) The(i) filing by Tenantof a voluntary petition in bankruptcy; (ii) adjudicationof Tenantas a bankrupt;or (iii) the filing of any petition or other pleading in any action seeking reorganization, rearrangement, adjustment, or compositionof, or in respect of Tenant under the United States BankruptcyCodeor any other similar state or federal law dealing with creditors’ rights generally, unless within sixty (60) days after such filing such proceeding is discharged; or (iv) appointmentofa receiver, trustee or other similar official of Tenantor its Property. 17.1.2 LandlordDefault. Theoccurrence of any of the following shall be an "Event of Default" by Landlordor a "LandlordDefault": (a) Thefailure of Landlordto pay any of its monetaryobligations Tenant under this StadiumLease whendue and payable if such failure continues for fifteen (15) Business Daysafter Tenant gives notice to Landlord that such amountwas not paid when due; 60 (b) The misapplication by Landlord of any material amountof monies deposited into the Capital Repair Reserve Account or Insurance Account if such misapplicationcontinuesfor, or is not cured within, fifteen (15) BusinessDaysafter Tenant gives notice to Landlordthat such misapplication occurred; (c) Anymaterial representation or warranty confirmedor madein this StadiumLease by Landlordshall be found to have been incorrect in any material respect whenmadeor deemedto have been madeif such failure is not remedied within thirty (30) days after Tenantgives notice to Landlordof such failure; (d) The failure of Landlord to perform each and every covenant and agreementof Landlordwith respect to insurance policies and coveragesto be maintainedby Landlordpursuant to and in accordancewith Article 9 and AppendixE if such failure is not remediedwithin five (5) days after Tenantgives notice to Landlordof such failure; (e) If any "HCSCC Default" occurs under the Project Agreementand remainsuncuredafter the lapse of the applicable notice and cure period, if any, providedfor under the terms of the Project Agreement; (f) If any "HCSCCDefault" occurs under the Non-Relocation Agreementand remains uncuredafter the lapse of the applicable notice and cure period, if any, provided for under the terms of the Non-RelocationAgreement; (g) If any "Licensor Default" occurs under the NFLClub License Agreementand remains uncuredafter the lapse of the applicable notice and cure period, if any, provided for under the NFLClub License Agreement. (h) If any "Event of Default" of the "Landlord" occurs under the StadiumTri-Party Agreementand remainsuncuredafter the lapse of the applicable notice and cure period, if any, providedfor under the terms of the StadiumTri-Party Agreement; (i) If any "Event of Default" by the Sports Authority or Landlord occurs under the FundingAgreementand remains uncuredafter the lapse of the applicable notice and cure period, if any, provided for under the Funding Agreement;provided, however, an Event of Default because of a breach of the covenants and agreementsunder Section 7.3 of the FundingAgreement by the Sports Authorityshall entitle Tenantto exercise only those remedies set out in Section 7.3 of the FundingAgreementand Section 2.4, as limited therein; (j) Thefailure of Landlordto operate, Maintainand repair the Leased Premisesas required by this StadiumLease if: (i) such failure is not remediedby Landlord withinthirty (30) daysafter notice fromTenantof such failure or (ii) in the case of any failure whichcannot with due diligence and good faith be cured within thirty (30) days, Landlordfails to commence to cure such failure within thirty (30) days after notice from Tenantof such failure or Landlordfails to prosecute diligently the cure of such failure to 61 completionwithin such additional period as maybe reasonablyrequired to cure such failure with diligence and in goodfaith; it being intendedthat, in connectionwith any such failure whichis not susceptible of being cured with due diligence and in goodfaith within thirty (30) days, the time within whichLandlordis required to cure such failure shall be extended for such additional period as maybe necessaryfor the curing thereof with due diligence and in goodfaith; providedfurther, however,that if such failure is not cured within one hundred fifty (150) daysafter notice fromTenantof such failure (notwithstandingLandlord’sdiligent prosecutionof curative efforts), then suchfailure shall constitute an Eventof Defaultunder this StadiumLease; providedfurther, however,any failure of Landlordto operate, Maintain and repair as aforesaid shall be subject to the provisionsfor Fast-TrackArbitration(set forth in AppendixD of this StadiumLease) without regard to any grace or cure period provided herein; or (k) The failure of Landlord to keep, observe or perform any of the terms, covenants or agreementscontained in this StadiumLease on Landlord’s part to be kept, performedor observed(other than those referred to in clause (a), (b), (c), (d), (g), (h), (i) or (j) above)if: (i) such failure is not remediedby Landlordwithin (30) daysafter notice fromTenantof suchfailure or (ii) in the case of any suchfailure which cannotwith due diligence and goodfaith be cured within thirty (30) days, Landlordfails commence to cure such failure within thirty (30) days after notice fromTenantof such failure or Landlordfails to prosecute diligently the cure of such failure to completionwithin such additional period as maybe reasonablyrequired to cure such failure with diligence and in good faith; it being intended that, in connection with any such failure which is not susceptible of being cured with due diligence and in goodfaith within thirty (30) days, the time within which Landlord is required to cure such failure shall be extended for such additional period as maybe necessaryfor the curing thereof with due diligence and in good faith; providedfurther, however,that if suchfailure is not curedwithinninety (90) daysafter notice from Tenant of such failure (notwithstanding Landlord’s diligent prosecution of curative efforts), then such failure shall constitute an Eventof Default under this Stadium Lease; provided, however,an Event of Default because of the breach of the covenantsand agreementsunder Section 2.4 by Landlord, Countyor any CountyAffiliate shall entitle Tenantto exercise only those remediesset out in Section 2.4 as limited therein. Section 17.2 Landlord’sRemedies.Uponthe occurrence of any Tenant Default, Landlord may,in its sole discretion, pursue any one or moreof the followingremedieswithoutany notice or demandwhatsoever, other than any notice expressly provided in this StadiumLease: (a) Landlord mayterminate this Stadium Lease and other Principal Project Documentspursuant to Section 17.4, and upon such termination Landlord mayforthwith reenter and repossess the LeasedPremisesand Practice Facilities by entry, forcible entry, detainer suit or otherwise, withoutdemandor notice of any kind and be entitled to recover, as damagesunder this StadiumLease, a sumof moneyequal to the total of the following, less any Guaranteed Payments previously paid for periods subsequent to the date of termination to the extent the samehas not been previously paid to Tenant by the Sports Authority or Landlord, (i) the reasonable and necessary cost of recovering the Leased 62 Premises and Practice Facilities, (ii) the reasonable and necessary cost of removingand storing Tenant’s property, (iii) the unpaid GuaranteedPayments,Additional Guaranteed Paymentsand any other sumsaccrued hereunderat the date of termination, (iv) a sumequal to the amount,if any, by whichthe present value (calculated based on the then existing blendedrate on the Public Debtsecured by the GuaranteedPayments,taking into account any synthetic fixed rate associated with an interest rate swap)of the total GuaranteedPayments whichwouldhave been payable by Tenant this StadiumLease for the remainderof the Lease Term, if the terms of this StadiumLease had been fully compliedwith by Tenant, exceeds the present value (calculated based on the then existing blended rate on the Public Debt secured by the GuaranteedPaymentstaking into account any synthetic fixed rate associated with an interest rate swap)of the total fair marketrental value of the LeasedPremisesand Practice Facilities for the balanceof the LeaseTerm,(v) any increase in insurancepremiums causedby the vacancyof the LeasedPremisesor Practice Facilities, and (vi) any other sum of moneyor damagesowedby Tenant to Landlord. In the event Landlord shall elect to terminate this StadiumLease, Landlordshall at oncehaveall the rights of reentry uponthe LeasedPremisesand Practice Facilities, without becomingliable for damagesor guilty of trespass. (b) Landlordmayterminate Tenant’s right of occupancyof all or any part of the LeasedPremisesand Practice Facilities and reenter and repossess the LeasedPremises and Practice Facilities by entry, forcible entry, detainer suit or otherwise, without demandor notice of any kind to Tenantand withoutterminating this StadiumLease, withoutacceptance of surrender of possession of the Leased Premises and Practice Facilities, and without becomingliable for damagesor guilty of trespass. Landlordshall be obligated to attempt to relet the LeasedPremisesand Practice Facilities for the accountof Tenantfor a period equal to or greater than the remainderof the Lease Termon terms and conditions similar to the terms and conditions of this StadiumLease whetherLandlordhas elected to proceed under Section 17.2(a) or 17.2(b) hereof. Tenantshall be liable for and shall pay to Landlordall GuaranteedPaymentspayable by Tenant under this StadiumLease plus an amountequal to (i) the reasonable and necessary cost of recovering possession of the LeasedPremisesand Practice Facilities, (ii) the reasonable and necessary cost of removingand storing any Tenant’sproperty leg on the LeasedPremisesor Practice Facilities after reentry, (iii) the reasonable and necessary cost of any increase in insurance premiumscaused by the termination of possessionof the LeasedPremisesand Practice Facilities, and (iv) any other sumof moneyor damagesowedby Tenant to Landlord at law, in equity or hereunder, all reducedby any sumsreceived by Landlordthrough any reletting of the LeasedPremises and Practice Facilities; provided,however,that in no event shall Tenantbe entitled to any excess of any sumsobtained by reletting over and abovethe GuaranteedPaymentsprovidedin this StadiumLease to be paid by Tenant to Landlord and provided further that Tenant shall continue to be liable for and shall pay to Landlord all Additional GuaranteedPayments without reduction, abatement, deferment, suspension or offset.. For the purpose of such reletting Landlordis authorized to makeany reasonable repairs, changes, alterations or additions in or to the LeasedPremisesor Practice Facilities that maybe reasonablynecessary to relet the LeasedPremisesand Practice Facilities. Landlordmayfile suit to recover any sumsfalling due underthe terms of this Section 17.2(b) fromtime to time. Noreletting shall 63 be construedas an election on the part of Landlordto terminate this StadiumLease unless a written notice of such intention is given to Tenantby Landlord.Notwithstandingany such reletting without termination, Landlordmayat any time thereafter elect to terminate this StadiumLeasefor such TenantDefault and exercise its rights under Section 17.2(a) of this StadiumLease subject to Tenant receiving a credit under Section 17.2(a) of this Stadium Lease for any sumsobtained by such reletting. (c) Landlordmayenter upon the Leased Premises or Practice Facilities and whateverTenantis obligated to do under the terms on this StadiumLease; and Tenantagrees to reimburse Landlord on demandfor any reasonable expenses which Landlord mayincur in effecting compliancewith Tenant’s obligations under this StadiumLease, and Tenant further agrees that Landlordshall not be liable for any damagesresulting to Tenantfromsuch action. Noaction taken by Landlordunder this Section 17.2(c) shall relieve Tenantfromany of its obligations under this StadiumLeaseor from any consequencesor liabilities arising fromthe failure to performsuch obligations. (d) Landlordmayexercise any and all other remediesavailable to Landlordat law or in equity, but subject to any limitations thereonset forth in this StadiumLease. 17.2.1BondInsurer Remedies. (a) Uponthe occurrence of any Tenant Default during the BondInsurance Period, the BondInsurer (or its agents or designees) may,in its sole discretion but subject Section 16.2.1, enter upon the LeasedPremises and do whateverTenant is obligated to do under the terms of this StadiumLease(it being agreed that BondInsurer shall haveno right by virtue hereof to select the management of Tenantor otherwisemakedecisions with regard to the operation of Tenant, including the exercise of any dominion[i.e., the exercise of ownershiprights] or control over Tenant’s assets), and Landlord agrees to accept such performanceby the BondInsurer, and Tenantagrees that the BondInsurer shall not be liable for any damagesresulting to Tenant from such action. Noaction taken by the BondInsurer under this Section17.2.1 shall relieve Tenantfromany of its obligations underthis Stadium Lease or from any consequencesor liabilities arising from the failure to perform such obligations. (b) Uponthe occurrence of a Tenant Default under Section 17.1.1 (a) during the BondInsurance Period, Landlord shall not exercise any rights or remedies under this Section17.2 that will result in a terminationof this StadiumLeasewithoutfirst obtainingthe written consent of the BondInsurer, whichconsent will not be unreasonablywithheld. 17.2.2 NFLRemedies.Uponthe occurrence of any Tenant Default, the NFLmay, in its sole discretion but subject to Section 16.2.1, enter uponthe LeasedPremisesand do whatever Tenantis obligated to do under the terms of this StadiumLease, and Landlordagrees to accept such performance by the NFL,and Tenant agrees that the NFLshall not be liable for any damages resulting to Tenant from such action. Noaction taken by the NFLunder this Section 17.2.2 shall 64 relieve Tenant from any of its obligations under this StadiumLease or from any consequencesor liabilities arising fromthe failure to performsuch obligations. 17.2.3 InformationConcerningCureby BondInsurer or NFL.In the event that the BondInsurer, pursuantto Section 17.2.1, or the NFL,pursuantto Section 17.2.2, elects to cure a Tenant Default, the BondInsurer (during the BondInsurance Period) or the NFL,as applicable, shall keep the other party reasonably and promptly informedconcerning its course of action in effecting a cure of such TenantDefault. Section 17.3 Tenant’s Remediesfor LandlordDefault. Upon the occurrence of any LandlordDefault, Tenantmay,at its sole discretion, have the option to pursue any one or moreof the following remedies (subject to the provisions of Section 2.4) without any notice or demand whatsoever,other than any notice expressly providedin this StadiumLease: (a) Tenant mayterminate this StadiumLease and the other Principal Project Documentswith respect to Tenant pursuant to Section 17.4; and (b) Tenant mayexercise any and all other remedies available to Tenant at law or in equity, but subject to any limitations thereonset forth in this StadiumLease. Section 17.4 Termination. Uponthe occurrence of a Landlord Default’or a Tenant Default, or as permittedin Section 17.6, the non-defaultingParty, in addition to its other remedies at law or in equity, shall havethe right to give the defaulting Party notice (a "Final Notice")of the non-defaultingParty’s intention to terminate this StadiumLeaseafter the expiration of a period of thirty (30) daysfromthe date such Final Noticeis deliveredunless the Eventof Defaultis cured, and uponexpiration of such thirty (30) day period, if the Event of Default is not cured, this Stadium Lease and other Principal Project Documentsshall terminate as betweenthe Parties (and not the Rodeo)withoutliability to the non-defaultingParty. If, however,within such thirty (30) day period the defaulting Party cures such Event of Default, then this StadiumLeaseand the other Principal Project Documentsshall not terminate by reason of such Final Notice. Notwithstanding the foregoing, in the event there is an Actionor Proceedingpendingor commenced betweenthe Parties with respect to the particular Event of Default coveredby such Final Notice, the foregoing thirty (30) day period shall be tolled until a final non-appealablejudgmentor award, as the case maybe, is entered with respect to such Action or Proceeding. Additionally, in the event the Substantial CompletionDatedoes not occur on or before the deadline specified in the Project Agreement,Tenant shall have the option to terminate this StadiumLease in accordancewith the Project Agreement. Additionalterminationrights are set forth in Sections2.4, 12.3, 13.2.1, 17.6 and 17.7 of this Stadium Lease. 17.4.1 BondInsurer ComplexManagerReplacementOption. In the event that during the BondInsurancePeriod Tenantdelivers its secondFinal Notice within any three (3) year period that is based uponany Landlord Default caused by the failure of the ComplexManagerto performits obligations under its management agreementwith Landlord, the BondInsurer shall have the right, at its option and at the expenseof Landlord,to require Landlordto replace the Complex Managerwith a qualified managerpursuant to the terms of Section 2.5 of the StadiumTri-Party 65 Agreement(the "ReplacementOption"). Further, Tenant agrees that if during the BondInsurance Period, (i) any Final Noticeis delivered to Landlordpursuantto whichthe BondInsurer has the right to exercise the Replacement Optionin accordancewith this Section 17.4.1 and (ii) the BondInsurer has delivered written notice to Tenantwithin twenty(20) days of the date of such Final Noticethat the BondInsurer has elected to exercise the ReplacementOption, then the thirty (30) day period during whichLandlordhas the right to cure the LandlordDefault in accordancewith Section 17.4 aboveshall be automaticallyextendedfor an additional sixty (60) days. Section 17.5 Tenant’s Self-Help Remedy.In the event Landlord fails to timely keep, observe or performany of the terms, covenantsor agreementscontainedin this StadiumLeaseor any of the other Principal Project Documentson Landlord’s part to be kept, performedor observed, regardless of whethersuch failure has becomeor is a LandlordDefault (any such event, circumstance or failure by Landlordbeingherein referred to as a "LandlordFailure"), Tenantshall havethe right, but not the obligation, uponsatisfaction of the requirements and conditions set forth in this Section 17.5, to enter the LeasedPremisesand take all commerciallyreasonableefforts and measures to remedyand cure Landlord’sFailure (such rights of Tenantbeing herein referred to as "Tenant’s Self-Help Rights"). Prior to exercising Tenant’s Self-Help Rights, Tenant shall deliver notice to Landlordand, during the BondInsurance Period, BondInsurer, and the Rodeoof Landlord’sFailure and Tenant’sintention to exercise Tenant’sSelf-HelpRights. In the event all of the followingdo not i occur prior to ten (10) days after the date Tenantdelivers to Landlordand the Rodeosuch notice Tenant’s intention to exercise Tenant’sSelf-HelpRights on the basis of a LandlordFailure, Tenant shall have the right to enter the LeasedPremisesand exercise Tenant’s Self-HelpRights: (a) Landlordmust deliver to Tenant a commerciallyreasonable remedial plan fully remedyand cure such Landlord Failure (a "RemedialPlan"), such RemedialPlan to include reasonable assurances to Tenant that Landlord will fully remedyand cure such LandlordFailure on or before the earliest reasonablypossible date, and with a priority of fully completingsuch remedyand cure by a date that is no later than the next Tenant/Event GameDay scheduled in accordance with this Stadium Lease and the Stadium Tri-Party Agreement; and (b) Landlordmust have (i) commenced good faith efforts to fully cure and remedy such LandlordFailure in accordancewith the RemedialPlan so that such failure is fully cured and remediedat the earliest reasonably possible date without regard to Landlord’s access to, or the availability of, fundsfor sameand with a priority of fully completingsuch remedyand cure by a date that is no later than the next Tenant Event/Game Dayscheduled in accordance with this Stadium Lease and the Stadium Tri-Party Agreement and (ii) thereafter continuously and diligently prosecuted the full cure and remedyof such LandlordFailure. Notwithstanding the foregoing, in the event of (i) an Emergencyduring a Football HomeGame, Tenant Event, Tenant Non-Eventor affecting Tenant or its Property or (ii) the existence of condition or circumstance that is capable of being cured before the next Football HomeGame, Tenant Event or Tenant Non-Eventand if not cured immediately wouldmaterially and adversely affect a Football HomeGame,Tenant Event or Tenant Non-Event,Tenant’s Self-Help Rights shall 66 not be conditioned uponsatisfaction of the aboverequirementsor conditions, except that in all circumstances Tenant shall use reasonable efforts to notify Landlord or the ComplexManagerby telephoneof any such LandlordFailure. Landlordshall promptlyreimburseTenantfor all reasonable costs and expensesincurred by Tenantin exercising Tenant’sSelf-HelpRights and (i) to the extent such costs and expensesare for Capital Repair Work,Tenantshall be entitled to reimbursementfor such costs and expensesout of the Capital Repair ReserveAccountand (ii) to the extent such costs and expenses constitute Casualty Repair Workor CondemnationRepair WorkTenant shall be entitled to reimbursement out of Landlord’s share of any CondemnationAwardor Insurance Proceeds, as the case maybe. Landlordshall promptlyreplenish the Capital ReserveAccountfor any amountsdistributed to Tenantpursuant to this Section 17.5 as reimbursementto Tenantfor the costs and expenses of Capital Repair Workincurred by Tenant in exercising Tenant’s Self-Help Rights. Uponexercising its rights to remedy and cure a Landlord Failure pursuant to this Section 17.5, Tenantshall thereafter continuouslyand diligently prosecute the full cure and remedy of such Landlord Failure. Except for damagesresulting from Tenant’s negligence or willful misconduct,Tenant shall not be liable to Landlordor any other Personfor any losses, damagesor expensesarising as a result of Tenant’sexercise of Tenant’sSelf-HelpRights. Tenant’sexercise of Tenant’sSelf-HelpRights shall not relieve Landlordfromany consequencesor liabilities arising as a result of any LandlordFailure. Theexercise by Tenantof Tenant’sSelf-HelpRights shall not affect any other right or remedyTenant mayhave, nor shall the existence of Tenant’s Self-HelpRights or the exercise thereof relieve Landlordof any duty or obligation underthis StadiumLeaseor any other Principal Project Document. Section 17.6 Tenant’sRemediesfor ImpairedTenantability. In the event Landlord fails to performany of its obligations under this StadiumLease or any of the other Principal Project Documents,regardless of whethersuch failure has becomeor is a LandlordDefault, and such failure is not the direct result of a Casualty or Condemnation, in addition to the rights of Tenant under Sections 17.3 and 17.5: (a) If the failure results in the reduction of Tenant’sreasonablyprojected gross revenues(whichincludes the imputedvalue of SpaceLeases) by less than ten percent (10%) for only one Football HomeGameor Tenant Event, then Tenant mayexercise any and all remediesavailable to Tenant therefor under this StadiumLease, including bring a cause of action against Landlordfor damages,including lost profits incurred as a direct result of Landlord’sfailure, pursuantto Section 17.3 above,but subject to any limitations thereonset forth in this StadiumLease. (b) If the failure results in the reduction of Tenant’s reasonably projected gross revenues(which includes the imputedvalue of Spaces Leases) by ten percent (10%)or for only one Football HomeGameor Tenant Event, then Tenant shall have the right, in addition to Tenant’srights underSection 17.6(a) above,to offset the full amountof Tenant’s damages,including lost profits incurred as a direct result of Landlord’sfailure, against all paymentsdue or thereafter becomingdue from time to time under or in connectionwith this StadiumLease and the other Principal Project Documents(which includes all Additional Payments), except reimbursementsdue to Landlord for staffing expenses as described in 67 Section 6.1.2 hereof and Utilities services as described in Section 6.7 hereof and the Guaranteed Payment. (c) If the failure results, or the failure, together with subsequentfailures Landlordto performany of its obligations under this StadiumLease or any of the other Principal Project Documents result, in the reduction of Tenant’sreasonablyprojected gross revenues(which includes the imputedvalue of SpaceLeases) by an amountthat is equal twenty-five percent (25%)or morein the aggregate (regardless of the numberof Football HomeGamesand Tenant Events) or $750,000, whicheveris less, then Tenant shall have the right, in addition to Tenant’srights underSections 17.6(a) and 17.6(b) above, to offset the full amountof such Tenant’s damages,including lost profits incurred as a direct result of Landlord’sfailure, against the GuaranteedPayment. (d) If the failure results, or the failure, together with subsequentfailures Landlordto performany of its obligations under this StadiumLease or any of the other Principal Project Documents result, in the reduction of Tenant’s reasonablyprojected gross revenues (whichincludes the imputedvalue of SpaceLeases) by an amountthat is equal thirty-five percent (35%)or morein the aggregate (regardless of the numberof Football HomeGames)or $1,500,000, whichever is less, in each case as to Football HomeGames (but not TenantEvents), then Tenantshall havethe right, in addition to Tenant’sother rights under Sections 17.6(a), 17.6(b) and 17.6(c) above, to terminate this StadiumLease and the other Principal Project Documents with respect to Tenantpursuant to Section 17.4 hereof. Interest at the Interest Rate shall accrue on the amountof the damagesdue to Tenant described in this Section 17.6 from the day of the Football HomeGameor Tenant Event applicable thereto until the time Landlordpays the amountof such damagesto Tenant or Tenant recovers such amountthrough offsets or otherwise. Anysuch paymentby Landlord or recovery by Tenant shall be applied (A) first, towardthe expensesof Tenant, including attorneys’ fees, incurred in enforcing Tenant’s rights with respect to the breaches or defaults by Landlord under this Section 17.6, (B) second, to reimburse Tenant for Tenant’s costs incurred in exercising Tenant’s rights to whatever Landlord is obligated to do under Section 17.5 above with respect to such failures, (C) third, to pay Tenantthe interest on the damagesto Tenantat the Interest Rate as describedabove in this Section 17.6, and (D) fourth, to pay Tenantthe amountof such damages,in the order such damagesbecamedue from Landlord to Tenant. If Tenant withdrewor was paid any funds from the Capital Repair ReserveAccountfor use in the exercise of Tenant’srights under Section 17.5, Tenant shall not be required to replenish the Capital Repair ReserveAccountexcept out of the remaining balance of such paymentsby Landlord or such recovery through offsets or otherwise after the applications describedin clauses (A) through(D) of this paragraph,and otherwisethe Landlordshall so replenish the Capital Repair Reserve Account in accordance with the requirements of Section 17.5. In the event of any failure described in clauses (a), (b), (c) or (d) aboveand the HomeGameor Tenant Event, as applicable, is re-Bookedand conducted, then Tenant shall return to Landlordor other Personentitled under this StadiumLeaseany sumsoffset or otherwisereceived by Tenant pursuant to a right of Tenant under this StadiumLease or any other Principal Project 68 Documentwhich constitute damagesthat were mitigated by the re-Bookingand conducting of such Football HomeGameor Tenant Event. Section 17.7 Tenant’s Remediesfor Untenantable Condition. (a) Football HomeGame.In the event any Untenantable Condition shall exist, in addition to any other remediesafforded to Tenanton account thereof under this Stadium Lease and the other Principal Project Documents,the GuaranteedPaymentsshall be reduced for the period that such condition exists or existed by an amountequal to $401,000.00for each Football HomeGamethat does not occur at the Stadiumdue to such condition (not to exceed $4,010,000.00in any full Lease Year). If such UntenantableCondition is not the result of a Casualtyor Condemnation Actionand continuesfor a period longer than three (3) consecutive Football HomeGames,Tenant may,at its option, terminate this StadiumLease by giving Landlordwritten notice of suchelection within thirty (30) days after the expiration of such period. Tenant’s rights to terminate due to a Casualty or Condemnation Action is governedby Section 12.3.1 and Section 13.2.1 respectively. In the event any such Football HomeGameis re-Bookedand played at the Stadiumand a Guaranteed Paymentwas reduced as a result of the failure of such Football HomeGameto occur, then Tenant shall pay to Landlord the sumby which the GuaranteedPaymentwas reduced less the damagesincurred by Tenantas a result of such failure and re-Booking. (b) Continuing Obligations. Anyperiod of untenantability shall not relieve Tenant of any of its obligations under this StadiumLease, except as provided in this Article 17 or under Article 12 or 13. Section 17.8 CumulativeRemedies.Subject to the provisions of this Article 17 and any express provisions of the Principal Project Documentsto the contrary, each right or remedyof Landlordand Tenant providedfor in this StadiumLease and the other Principal Project Documents ¯ shall be cumulativeof and shall be in addition to every other right or remedyof Landlordor Tenant providedfor in this StadiumLease and the other Principal Project Documents,and the exercise or the beginning of the exercise by Landlordor Tenant of any one or moreof the rights or remedies providedfor in this StadiumLeaseand the other Principal Project Documents shall not preclude the simultaneousor later exercise by Landlordor Tenantof any or all other rights or remediesprovided for in this StadiumLeaseand the other Principal Project Documents or hereafter existing at law or in equity, by statute or otherwise. Tenantacknowledges that it has no abatement,offset or self help rights or remediesexcept as expressly providedfor in this StadiumLeasein Sections 2.4, 17.5, 17.6 and 17.7, and does herebywaiveall such rights not expressly set out in this StadiumLeasein these Sections. Section 17.9 Indirect Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY PROVISION OF THIS STADIUM LEASE FOR LOST OR PROSPECTIVE PROFITS, OR FOR ANY OTHER SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, IN CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT CAUSED BY OR RESULTING FROM SUCH PARTY’S OWN, SOLE OR CONCURRENT NEGLIGENCE 69 OR THE NEGLIGENCE OF ITS AFFILIATES OR RELATED PARTIES, INCLUDING CLAIMS OF THE OTHER PARTY ARISING OUT OF THIRD PARTY CLAIMS; PROVIDED, HOWEVER,THAT THE FOREGOINGIN THIS SECTION 17.9 SHALL NOT BE CONSTRUEDTO LIMIT LANDLORD’S LIABILITY FOR (A) ACTUALDAMAGES, (B) LOST PROFITS UNDERSECTIONS 2.4 AND 17.6, AND (C) ALL OFFSETS AND ABATEMENTSTO WHICH TENANT IS ENTITLED UNDER THIS STADIUM LEASE. Section17.10 Declaratory or InjunctiveRelief. In addition to the remediesset forth in this Article 17, the Parties shall be entitled, in any circumstancesthey maydeemappropriate, without the necessity of provingirreparable harm,balanceof claims, consideration of the public interest, establishing that monetarydamagesare inadequateor the posting of a bond, to seek (i) injunctive relief, whetherprohibiting or mandating,action by the other Party for any Eventof Default of the other Party or as otherwiseexpressly providedherein or (ii) declaratory relief with respect to any matter under this StadiumLease or the other Principal Project Documents.Each of the Parties herebyagreesand irrevocablystipulates that the fights of each Party to injunctive relief pursuantto this StadiumLease, including this Section 17.10, and the other Principal Project Documents shall not constitute a "claim" pursuant to Section 101 (5) of the UnitedStates BankruptcyCodeand shall not be subject to discharge or restraint of any nature in any bankruptcyproceedinginvolving the Party to whichany such injunctive relief applies. Section 17.11 Interest on OverdueObligations and Post-Judgment Interest. If any sum due hereunderis not paid by the due date thereof, the Party hereto owingsuch obligation to the other Party shall pay to the other Party interest thereon at the Interest Rateconcurrentlywith the payment of the amount,such interest to begin to accrue as of the date such amountwasdue. Anypayment of such interest at the Interest Rate pursuant to this StadiumLease shall not excuseor cure any default hereunder.All paymentsshall first be applied to the paymentof accruedbut unpaidinterest. Theamountof any judgmentor arbitration awardobtained by one Party against the other Party in any Actionor Proceedingarising out of a default by such other Party under this StadiumLeaseshall bear interest thereafter until paid at the Interest Rate. Section 17.12 No Waivers. 17.12.1 General. Nofailure or delay of any Party, in any one or moreinstances, (i) in exercising any power,right or remedyunder this StadiumLeaseor (ii) in insisting upon strict performanceby the other Party of such other Party’s covenants,obligations or agreementsunder this StadiumLease,shall operate as a waiver,dischargeor invalidation, thereof, nor shall any single or partial exercise of any such fight, poweror remedyor insistence on strict performance,or any abandonment or discontinuanceof steps to enforce such a right, poweror remedyor to enforce strict performance,preclude any other or future exercise thereof or insistence thereuponor the exercise of any other right, poweror remedy.The covenants, obligations, and agreementsof a defaulting Party and the rights and remediesof the other Party upona default shall continueand remainin full force and effect with respect to any subsequentbreach, act or omission. 1-7.12.2 No Accord and Satisfaction. Without limiting the generality of Section 17.12.1, the receipt by Landlordof the Paymentswith knowledgeof a breach by Tenant of 70 any covenant, obligation or agreementunder this StadiumLease shall not be deemedor construed to be a waiver of such breach (other than as to the Paymentsreceived). Thepaymentby Tenant the Paymentswith knowledgeof a breach by Landlord of any covenant, obligation or agreement under this Stadium Lease shall not be deemedor construed to be a waiver of such breach. No acceptanceby Landlordor Tenantof a lesser sumthan then due shall be deemedto be other than on account of the earliest installment of the amountsdue under this StadiumLease, nor shall any endorsementor statement on any check, or any letter accompanying any check, wire transfer or other payment, be deemedan accord and satisfaction. Landlord and Tenant mayaccept a check, wire transfer or other paymentwithoutprejudiceto its right to recover the balanceof such installment or pursue any other remedyprovided in this StadiumLease. 17.12.3 No Waiver of Termination Notice. Without limiting the effect of Section 17.12.1, the receipt by Landlordof any Paymentspaid by Tenantafter the termination in any mannerof the Lease Term,or after the giving by Landlordof any notice hereunder to effect such termination, shall not, except as otherwise expressly set forth in this StadiumLease, reinstate, continue or extend the Lease Term,or destroy, or in any mannerimpair the efficacy of, any such notice of termination as mayhave been given hereunderby Landlordto Tenantprior to the receipt of any such Paymentsor other consideration, unless so agreed to in writing and executed by Landlord.Neitheracceptanceof the keys nor any other act or thing doneby Landlordor by its agents or employeesduring the Lease Termshall be deemedto be an acceptance of a surrender of the LeasedPremises, excepting only an agreementin writing executedby Landlordaccepting or agreeing to accept such a surrender. Section 17.13 Effect of Termination.If Landlordor Tenantelects to terminate this Stadium Leasepursuant to Section 2.4, 12.3, 13.2.1, 17.4, 17.6 or 17.7 of this StadiumLease, this Stadium Lease, and to the extent applicable to Tenant, the StadiumTri-Party Agreement,shall, on the effective date of such termination, terminate with respect to all future rights and obligations of performancehereunderby the Parties (except for the rights and obligations herein that expressly are to survive such termination hereof). Terminationof this StadiumLease shall not alter the then existing claims, if any, of either Party for breachesof this StadiumLeaseoccurring prior to such terminationand the obligations of the Parties hereto with respect thereto shall survive termination. Section 17.14 Waiverof Liens. Landlord does hereby waive, release and discharge all Liens and rights (constitutional, statutory, consequential or otherwise) that Landlordmaynow hereafter haveon any Propertyof Tenantof any kind, and all additions, accessionsand substitutions thereto (except for judgment liens which mayhereafter arise in favor of Landlord). This Section 17.14 shall be self-operative and no further instrument or waiver need be required by any lien holder on such Property. In confirmationof such waiver, however,Landlordshall, at Tenant’s request, execute promptlyany appropriate certificate or instrument that Tenant mayreasonably request. Tenant does hereby waive, release and discharge all Liens that Tenant mayhave under Section 91.004 of the Texas Property Code, as amended. Section 17.15 Consumer Ri2hts. THE PARTIES AGREETHAT THE TEXAS DECEPTIVE TRADEPRACTICES - CONSUMERPROTECTIONACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCECODE DOES NOT APPLY TO EITHER LANDLORDOR 71 TENANTSINCE NEITHER QUALIFIES AS A "CONSUMER"UNDERSECTION 17.45(4) THEREOF. Section 17.16 Court Proceedings.Subject to the agreementof the Parties contained in this StadiumLeaseregardingarbitration and other alternative proceduresfor dispute resolution, any suit, action or proceeding against any Party arising out of or relating to this StadiumLease or any transaction contemplatedhereby or any judgmententered by any court in respect thereof maybe brought in any federal or state court located in the City of Houston,Texas, and each Party hereby submitsto the nonexclusivejurisdiction of such courts for the purposeof any such suit, action or proceeding.Tothe extent that service of process by mail is permittedby applicable law, each Party irrevocably consents to the service of process in any such suit, action or proceedingin such courts by the mailingof such process by registered or certified mail, postage prepaid, at its address for notice providedfor herein. EachParty irrevocablyagrees not to assert any objectionthat it mayever haveto the laying of venueof anysuch suit, action or proceedingin any federal or state court located in the City of Houston,Texas,and any claim that any such suit, action or proceedingbrought in any such court has been brought in an inconvenientforum. EachParty agrees not to bring any action, suit or proceedingagainst the other Party arising out of or relating to this StadiumLease or any transaction contemplatedhereby except in a federal or state court located in the City of Houston, Texas. Section 17.17 Attorneys’ Fees. If any Party places the enforcementof this StadiumLease, or any part thereof, including Section 2.4, or the exercise of any other remedyherein providedfor such default, including Section 2.4, in the hands of an attorney whoinstitutes an Action or Proceedinguponthe same(either by direct action or counterclaim), the non-prevailingParty shall pay to the prevailing Party its reasonable attorneys’ fees and costs of court. In addition to the foregoingawardof attorneys’fees to the prevailingParty, the prevailingParty shall be entitled to its attorneys’ fees incurred in any post-judgmentproceedingto collect or enforce the judgment.This provision is separate and several and shall survive the expiration or earlier termination of this StadiumLease or the mergerof this StadiumLease into any judgrnent on such instrument. ARTICLE 18 SURRENDEROF POSSESSION; HOLDING OVER Section 18.1 Surrenderof Possession. Tenant shall, on the Lease Expiration Date, peaceablyand quietly leave, surrender and yield up to Landlord(i) the LeasedPremisesand Practice Facilities, free of subtenancies and, as to the Practice Facilities and Tenant’s Facilities, in a reasonably clean condition and free of debris, (ii) the Landlord’s FF&E in Tenant’s possession installed, affixed, attached or supplied by Landlord pursuant to the Project Agreementor any Landlord’sFF&E in Tenant’s possession paid for by Landlordor paid for out of the Capital Repair ReserveFundor the InsuranceFundand all replacementsof and substitutions therefor, and (iii) all keys for the Leased Premises and Practice Facilities in Tenant’s possession. Uponsuch Lease ExpirationDate, Tenantshall assign, withoutwarrantyor recourse, to Landlordall of its right, title and interest in and to any EnforceableContracts,subject to Tenant’srights with respect to any claims pending thereunder. 72 Section 18.2 Removalof Personalty. 18.2.1 Tenant’sObligationto Remove. All of Tenant’s trade fixtures, appliances, furniture, equipment(including kitchen, concession, exercise and field maintenanceequipment), furnishings, and other personalPropertythat is not part of the LeasedPremisesor Practice Facilities (as providedin Section 10.1.1) shall be removedby Tenant within sixty (60) days after the Lease Expiration Date, providedthat Tenant shall promptlyrepair any damageto the LeasedPremises or Practice Facilities causedby such removal. 18.2.2 Landlord’s Right to Remove.Anyof Tenant’s trade fixtures, appliances, furniture, equipment,furnishings or other personal Property whichremains in the LeasedPremises or Practice Facilities sixty (60) days after the LeaseExpirationDatemay,at the optionof Landlord, be deemedto have been abandonedby Tenant and mayeither be retained by Landlordas its Property or be disposed of, without accountability, in such manneras Landlordmaydetermine necessary, desirable or appropriate, and Tenant,upondemand,shall pay the cost of such disposal, together with interest thereon at the Interest Rate from the date such costs were incurred until reimbursedby Tenant, together with reasonable attorneys’ fees, chargesand costs. Section 18.3 I-Ioldinl~ Over. In the case of any holding over or possession by Tenantafter the LeaseExpiration Date without the consent of Landlord, Tenant shall makepaymentsto Landlord of only $201,000.00per month("Hold-OverPayment").Further, in the event Tenant shall hold over beyondany date for surrender of the LeasedPremisesand Practice Facilities set forth in Landlord’s written demandfor possession thereof, Tenant shall reimburseLandlordfor all actual reasonable expenses and losses (but not any indirect damageswhich are excluded pursuant to Section 17.9 hereof) incurred by Landlordby reason of Landlord’sinability to deliver possession of the Leased Premisesand Practice Facilities to a successortenant, together with interest on such expensesat the Interest Rate from the date such expenses are incurred until reimbursedby Tenant, together with Landlord’s reasonable attorneys’ fees, charges and costs. The acceptance of Hold-OverPayments under this Section 18.3 by Landlordshall not constitute an extension of the term of this Stadium Leaseor afford Tenantany right to possessionof the LeasedPremisesand Practice Facilities beyond any date through which such Hold-Over Payments have been paid by Tenant and accepted by Landlord. SuchHold-OverPaymentsshall be due to Landlordfor the period of such holding over, whetheror not Landlordis seeking to evict Tenant; and, unless Landlordotherwise then agrees in writing, such holding over shall be, and shall be deemedand construed to be, without the consent of Landlord, whetheror not Landlordhas accepted any sumdue pursuant to this Section 18.3. Section 18.4 Survival. The provisions contained in this Article 18 shall survive the expiration or earlier termination of this StadiumLease. ARTICLE 19 DISPUTE RESOLUTION Section 19.1 Settlement By MutualAgreement.In the event any dispute, controversy or claim betweenthe Parties arises under this StadiumLeaseor is connectedwith or related in any way to this StadiumLeaseor any right, duty or obligation arising herefromor the relationship of the 73 Parties hereunder (a "Dispute or Controversy"), including, but not limited to, a Dispute or Controversyrelating to the effectiveness, validity, interpretation, implementation,termination, cancellation or enforcementof this StadiumLease, the Parties shall first attempt in goodfaith to settle and resolve such Dispute or Controversyby mutual agreementin accordancewith the terms of this Section 19.1. In the event a Disputeor Controversyarises, either Party shall havethe right to notify the other that it has elected to implementthe proceduresset forth in this Section 19.1. Within fifteen (15) days after delivery of any such notice by one Party to the other regarding Dispute or Controversy, the Landlord Representative and Tenant Representative shall meet at a mutuallyagreed time and place to attempt, with diligence and goodfaith, to resolve and settle such Dispute or Controversy. Shoulda mutual resolution and settlement not be obtained at the meeting of the Landlord Representative and Tenant Representative for such purpose or should no such meetingtake place within such fifteen (15) day period, then either Party mayby notice to the other Party submit the Dispute or Controversy to arbitration in accordance with the provisions of Section 19.2 and AppendixD. Uponthe receipt of notice of referral to arbitration hereunder, the receiving Party shall be compelledto arbitrate the Dispute or Controversyin accordancewith the terms of this Article 19 and AppendixDwithout regard to the justiciable character or executory nature of such Dispute or Controversy. Section 19.2 Arbitration. Each Party hereby agrees that anyDisputeor Controversywhich is not resolved pursuant to the provisions of Section 19.1 shall be submittedto binding arbitration hereunderand if submittedshall be resolved exclusivelyand finally throughsuch bindingarbitration in accordancewith the Arbitration Procedures;provided, however,that no decision or ruling of an arbitration shall imposea requirementfor a Party to give notice or a cure period whereno such requirementor cure period is established by this StadiumLease. This Article 19 and AppendixD constitute a written agreementby the Parties to submitto arbitration any Dispute or Controversy arising after the Effective Datewithin the meaningof Section 171.001of the TexasCivil Practice and RemediesCode. In the event any Action or Proceeding is pendingthat involves a Dispute or ControversyunderwhichTenantclaims it has a right to offset, reduce or fail to pay any Guaranteed Payment,Tenantshall not exercise such claimedright to offset, reduceor fail to pay such Guaranteed Paymentuntil such Action or Proceedingis conductedand then only in accordancewith the result of such Action or Proceeding. Section 19.3 Emergency Relief. Notwithstanding any provision of this Stadium Lease to the contrary, any Party mayseek injunctive relief or other formof ancillary relief at any time from any court of competent jurisdiction in Harris County, Texas. In the event that a Dispute or Controversy requires emergencyrelief before the matter maybe resolved under the Arbitration Procedures, notwithstandingthe fact that any court of competentjurisdiction mayenter an order providing for injunctive or other form of ancillary relief, the Parties expressly agree that the Arbitration Procedureswill still governthe ultimate resolution of that portion of the Dispute or Controversynot resolved pursuant to said court order. Section 19.4 BondInsurer. During the BondInsurance Period, the BondInsurer shall have the right to (i) be present at and observe any RegularArbitration proceeding or Fast-Track Arbitrationproceedingand (ii) receive copiesof all materials deliveredto the Parties as part of such Regular Arbitration proceeding or Fast-Track Arbitration proceeding. Notwithstanding the 74 foregoing, nothing containedin this Section 19.4 or in the Principal Project Documents is intended to allow the BondInsurer to participate in or be party to any Regular Arbitration proceedingor Fast-Track Arbitration proceeding. ARTICLE 20 TIME, DELAY, APPROVALS AND CONSENTS Section 20.1 Time. Times set forth in this Stadium Lease for the performance of obligations shall be strictly construed, time beingof the essencein such instrument. All provisions in this Stadium Lease which specify or provide a methodto computea numberof days for the performance, delivery, completion or observance by a Party hereto of any action, covenant, agreement,obligation or notice hereundershall meanand refer to calendar days, unless otherwise expressly provided. However,in the event the date specified or computedunder this StadiumLease for the performance,.delivery, completionor observanceof a covenant, agreement, obligation or notice by either Party hereto, or for the occurrenceof any event providedfor herein, shall be a Saturday, Sundayor Legal Holiday, then the date for such performance, delivery, completion, observanceor occurrence shall automatically be extended to the next calendar day that is not a Saturday, Sundayor Legal Holiday. Section 20.2 Delays and Effect of Delays. 20.2.1 ExcusableTenantDelay. Anydeadline or obligation (other than payment of the GuaranteedPaymentor the Additional GuaranteedPayment)imposedon Tenant pursuant to this StadiumLeaseshall be adjusted as appropriate to reflect the delay in the achievementthereof by the appropriate Excusable Tenant Delay Period resulting from each occurrence of Excusable TenantDelay,but only to the extent Tenantcomplieswith its obligations under Section 20.2.3 with respect to such Excusable Tenant Delay. 20.2.2 Excusable Landlord Delay. Any deadline or obligation imposed on Landlordpursuant to this StadiumLease shall be adjusted as appropriate to reflect the delay in achievement thereof by the appropriate Excusable Landlord Delay Period resulting from each occurrence of Excusable Landlord Delay, but only to the extent Landlord complies with its obligations under Section 20.2.3 with respect to such ExcusableLandlordDelay. 20.2.3 ContinuedPerformance/Mitigation/Exceptions.Uponthe occurrence of any Tenant Delay or Landlord Delay, the Parties shall endeavor to continue to perform their obligations under this StadiumLeaseso far as reasonablypracticable. Towardthat end, the Parties hereby agree that they shall makeall reasonable efforts to prevent and reduce to a minimum and mitigate the effect of the event or circumstancegiving rise to any TenantDelayor LandlordDelay and they shall use their best efforts to ensure resumptionof performanceof their obligations under this StadiumLeaseafter the occurrence of the event or circumstancegiving rise to any Excusable Tenant Delay or Excusable Landlord Delay. The Parties shall use and continue to use all commerciallyreasonable endeavors to prevent, avoid, overcome,and minimizeany Tenant Delay or Landlord Delay. Nothing herein shall obligate Tenant to mitigate the effect of the event or circumstanceif any action so required wouldbe in violation of NFLFootball Pules and Regulations. 75 Nothingherein shall obligate either Party to mitigate the effect of the event or circumstanceif any action so required wouldbe in violation of any GovernmentalRule. Section 20.3 Approvals and Consents; Standards for Review. 20.3.1 Review and Approval or Consent Rights. The provisions of this Section 20.3 shall be applicable with respect to all instances in whichit is providedunder this StadiumLease that Landlordor Tenant exercises Reviewand Approvalor ConsentRights. As used herein, the term "Reviewand Approvalor ConsentRights" shall include all instances in whichone Party (the "Submitting Party") is permitted or required to submit to the other Party or to the representative of that other Party any document,notice or determinationof the SubmittingParty and with respect to whichthe other Party or its representative (the "Reviewing Party") has a right or duty hereunder to review, comment,consent, approve, disapprove, dispute or challenge the submission or determinationof the SubmittingParty. Unlessthis StadiumLeasespecifically provides that the Reviewand Approvalor ConsentRights maybe exercised in the sole and absolute discretion (or similar standard) of the ReviewingParty, in connectionwith exercising its Reviewand Approvalor Consent Rights under any provision of this StadiumLease or of the StadiumTri-Party Agreement and whetheror not specifically providedin any such provision, the ReviewingParty covenantsand agrees to act in goodfaith, with due diligence, and in a commerciallyreasonablemannerwith regard to each and all of such Reviewand Approvalor ConsentRights and, unless otherwise providedfor elsewhereherein, to not unreasonablywithhold, condition or delay its approvalof or consentto any submission. 20.3.2 NoImplied Approvalor Consent. Wheneverused in this Stadium Lease, "approval," "approve," "approved," "consent" or "consented" shall not include any implied or imputed approval or consent. ARTICLE 21 MISCELLANEOUS PROVISIONS Section 21.1 NoBroker’sFees or Commissions. EachParty hereby represents to the other Party that suchParty has not createdany liability for anybroker’sfee, broker’sor agent’s commission, finder’s fee or other fee or commissionin connectionwith this StadiumLease. Section 21.2 CovenantsRunningwith the Estates in Land. The Parties covenant and agree that all of the conditions, covenants,restrictions, exclusives, agreements,rights, privileges, obligations, duties, specifications, and recitals containedin this StadiumLease, except as otherwise expressly stated herein, shall be construedas covenantsrunning with title to the LeasedPremises, the Practice Facilities and the LeaseholdEstate hereunder,respectively, whichshall extendto, inure to the benefit of and bind, Landlordand Tenant, and their permitted successors and assigns, to the sameextent as if such successors and assigns werenamedas original parties to this StadiumLease, such that this StadiumLeaseshall alwaysbind the ownerand holder of any fee or leasehold interest in or to the Leased Premises and Practice Facilities, or any portion thereof, and shall bind predecessors thereof except as otherwise expressly providedherein. 76 Section 21.3 Relationshipof the Parties. The relationship of Tenant and Landlord under this StadiumLease is that of independent parties, each acting in its ownbest interests, and notwithstandinganything in this StadiumLease or any of the other Principal Project Documents to the contrary, no partnership, joint venture or other businessrelationship is established or intended hereby between Tenant and Landlord. Section 21.4 Representations of Landlordand Tenant. 21.4.1 Powerand Authority. Eachindividual executing and delivering this Stadium Leaseon behalfofa Party herebyrepresents to the other Party that such individual has all requisite powerand authority to execute and deliver the sameand to bind such Party hereunder. 21.4.2 Tenant’sRepresentations.As an inducementto Landlordto enter into this StadiumLease, Tenant hereby represents and warrants to Landlord, as of the Effective Date, as follows: (a) Tenantis a Delawarelimited partnership, duly organized and validly existing under the laws of the State of Delaware,with all necessarypowerand authority to enter into this StadiumLease and to consummatethe transactions herein contemplated. Tenantis qualified to do business in Texas. (b) Neither the execution and delivery of this StadiumLease by Tenant nor the performanceby Tenant of its obligations hereunder will (i) violate any statute, regulation, rule, judgment,order, decree, stipulation, injunction, charge,or other restriction of any Governmental Authority, or court to whichTenant is subject or any provision of the limited partnershipagreementof Tenantor (ii) conflict with, result in a breachof, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreementor mortgagefor borrowedmoney, instrument of indebtedness,security interest, or other agreementto whichTenantis a party or by whichTenantor its assets are bound. (c) All proceedings required to be taken by or on behalf of Tenant authorize Tenant to execute and deliver this StadiumLease and to performthe covenants, obligations and agreementsof Tenant hereunder have been duly taken. Noconsent to the execution and delivery of this StadiumLease by Tenant or the performanceby Tenant of its covenants, obligations and agreementshereunder is required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other Person, other than any such consent whichalready has been given. (d) This StadiumLease constitutes the valid and legally binding obligation of Tenant, enforceable in accordance with its terms and conditions, except as such enforcementmaybe limited by bankruptcy,insolvency, reorganization, moratoriumor other similar laws presently or hereafter in effect, affecting the enforcementof creditors’ rights 77 generally and by general principles of equity whetherapplied in a proceedingat law or in equity. (e) To the best knowledgeof Tenant, there is no action, suit, claim, proceedingor investigation pendingor currently threatened against Tenantthat questions the validity of this StadiumLeaseor the transactions contemplatedherein or that could either individually or in the aggregate havea material adverse effect on the assets, conditions, affairs, or prospects of Tenant, financially or otherwise. (f) Thelenders under the General Partner Credit Agreementdated on about January 3, 2001 by and amongRCMSports & Leisure, L.P., HoustonNFLHoldings GP, L.L.C., The Chase ManhattanBankas Administrative and Collection Agent ("Chase") and the lenders party thereto and the lenders under the Limited Partner Credit Agreement dated on or about January 3, 2001 by and amongHoustonLimited Partners NFLHoldings, L.P., HoustonLimited Partners NFLHoldings GP, L.L.C., Chase and the lenders party thereto are the only Persons whohold a Lien against the Franchiseon the Effective Date. 21.4.3 Landlord’sRepresentations.As an inducementto Tenant to enter into this StadiumLease, Landlordrepresents and warrants to Tenant, as of the Effective Date, as follows: (a) Landlordis a local governmentcorporation duly formedand validly existing under Subchapter D, Texas Transportation Corporation Act, TEX.TRANSP. CODE ANN.§ 431.101, et seq. and TEX. LOC.GOV’T CODE ANN.§ 394.001, et seq., with all necessary power and authority to enter into this Stadium Lease and to consummatethe transactions herein contemplated. (b) Neither the execution and delivery of this StadiumLease by Landlord nor the performanceby Landlordof its obligations hereunderwill (i) violate any statute, regulation, rule, judgment,order, decree, stipulation, injunction, charge, or other restriction of any Governmental Authority, or court to whichLandlordis subject or any provision of the articles of incorporationor bylawsof Landlordor (ii) conflict with, result in a breachof, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify,or cancel, or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreementor mortgagefor borrowedmoney,instrument of indebtedness, security interest, or other agreementto which Landlordis a party or by whichLandlordor its assets are bound. (c) All proceedingsrequired to be taken by or on behalf of Landlord authorize Landlordto execute and deliver this StadiumLeaseand to performthe covenants, obligations and agreementsof Landlordhereunderhave been duly taken. Noconsent to the execution and delivery of this StadiumLease by Landlord or the performanceby Landlord of its covenants, obligations and agreementshereunderis required from any partner, board of directors, shareholder, creditor, investor, judicial, legislative or administrative body, Governmental Authority or other Person, other than any such consent whichalready has been given. 78 (d) This StadiumLease constitutes the valid and legally binding obligation of Landlord, enforceable in accordance with its terms and conditions, except as such enforcementmaybe limited by bankruptcy, insolvency, reorganization, moratoriumor other similar laws presently or hereafter in effect, affecting the enforcementof creditors’ rights generally and by general principles of equity whetherapplied in a proceedingat law or in equity. (e) To the best knowledgeof Landlord, there is no action, suit, claim, proceedingor investigation pendingor currently threatened against Landlordthat questions the validity of this StadiumLeaseor the transactions contemplatedherein or that couldeither individually or in the aggregatehave a material adverse effect on the assets, conditions, affairs, or prospects of Landlordfinancially or otherwise. (f) A true, correct and complete copy of the Prime Lease, and any amendments or supplementsthereto, has been delivered by Landlordto Tenant. The Prime Leaseis valid and enforceableaccordingto its terms, is currently in full force andeffect, and has not been modified either orally or in writing except as specified in such documents delivered to Tenant. To the best knowledgeof Landlord, neither Landlordnor the County is in default under any terms of the PrimeLease, nor has any event occurredwhich, with the passage of time (after notice, if any, required by the PrimeLease), wouldbecomean event of default under the PrimeLease. (g) Thereare no currently existing leases, licenses, contracts, agreements or other documentsaffecting the AstrodomainComplexor any Additional Parking Land ownedor leased by Landlord, Countyor CountyAffiliate as of the Effective Date, or any portion thereof, which grant to any other tenant, licensee or user of the Astrodomain Complexand such Additional Parking Land, or any portion thereof, any right that is inconsistent with, or conflicts in any mannerwith, any of the rights granted to Tenantunder this StadiumLease or any other Principal Project Document,except as set forth in the Permitted Encumbrances,including the Existing RodeoLease. Section 21.5 Waiverof Immuni~.Each of the Parties unconditionally and irrevocably: (a) Agrees that the execution, delivery and performanceby it of this StadiumLease constitute private, proprietary, and commercialacts rather than public or governmentalacts; (b) Agrees that should any Actions or Proceedings be brought against or its assets in relation to this StadiumLeaseor any transaction contemplatedhereunder,no immunity(sovereign or otherwise) from such Actions or Proceedings(which shall be deemed to include suit, attachmentprior to judgment,other attachment, the obtaining ofjudgrnent, executionor other enforcement)shall be claimedby or on behalf of itself or with respect to its assets; 79 (c) Waivesany such right of immunity(sovereign or otherwise) which or its assets nowhas or mayacquire in the future; and (d) Consentsto the enforcementof any arbitral awardorjudgrnent against it in any such proceedingsand to the giving of any relief or the issue of any process in connection with any such proceedings. Section 21.6 Non-Mergerof Estates. The interests of Landlord and Tenant in the Leased Premisesand Practice Facilities shall at all times be separate and apart, and shall in no event be merged,notwithstandingthe fact that this StadiumLease or the LeaseholdEstate created hereby, or any interest therein, maybe held directly or indirectly by or for the accountof the samePersonwho shall ownthe fee title to the LeasedPremisesand Practice Facilities or any portion thereof; and no such mergerof estates shall occurby operation of law, or otherwise,unless and until all Personsat the time havingany interest in the LeasedPremisesand Practice Facilities, including any Facility Mortgagee,shall join in the executionof a written instrumenteffecting such mergerof estates. Section 21.7 Notices. Subject to Section17.16, all notices, consents, directions, approvals, instructions, requests and other communications given to a Party under this StadiumLeaseshall be given in writing to such Party at the addressset forth in Appendix C to this StadiumLeaseor at such other addressas such Party shall designate by written notice to the other Party to this StadiumLease and maybe (i) sent by registered or certified U.S. Mailwith return receipt requested, (ii) delivered personally(including deliverybyprivate courier services) or (iii) sent by telecopy(with confirmation of such notice) to the Party entitled thereto. Suchnotices shall be deemedto be duly given or made (i) three (3) BusinessDaysafter posting if mailedas provided, (ii) whendelivered by hand such day is not a Business Day, in whichcase such delivery shall be deemedto be madeas of the next succeedingBusinessDayor (iii) in the case of telecopy (with confirmationof such notice), whensent, so long as it was received during normal Business Hours of the receiving Party on a Business Dayand otherwise such delivery shall be deemedto be madeas of the next succeeding BusinessDay. EachParty hereto shall have the right at any time and from time to time to specify additional parties ("Additional Addressees")to whomnotice hereundermustbe given, by delivering to the other Party five (5) daysnotice thereof setting forth a single addressfor each suchAdditional Addressee;provided, however,that no Party hereto shall have the right to designate morethan two (2) such Additional Addressees. 21.7.1 BondInsurer. During the BondInsurance Period, if any Party delivers any notice required under Article 17 or Article 19, such Party shall also contemporaneously deliver a copy of such notice to the BondInsurer at 113 King Street, Armonk,NewYork10504, Attention: Insured Portfolio Management - PF, Facsimile Number:(914) 765-3799. The BondInsurer shall have the right at any time and from time to time to changesuch address for notice by giving all Parties at least five (5) days prior written notice of such changeof address. 21.7.2 NFL.If any Party delivers any notice required under Article 17 or Article 19, such Party shall also contemporaneouslydeliver a copy of such notice to the NFLat 280 Park Avenue, NewYork, NY10017, Attention: Frank Hawkins. The NFLshall have the right at any 80 time and from time to time to changesuch address for notice by giving all parties at least five (5) days prior written notice of such changeof address. Section 21.8 Severability. If any term or provision of this Stadium Lease, or the application thereof to any Personor circumstances,shall to any extent be invalid or unenforceable in any jurisdiction, as to such jurisdiction, the remainderof this StadiumLease, or the application of such term or provision to the Personsor circumstancesother than those as to whichsuch term or provisionis held invalid or unenforceablein suchjurisdiction, shall not be affected thereby, and each term and provision of this StadiumLease shall be valid and enforceable to the fullest extent permittedby applicable law and any such invalidity or unenforceabilityin any jurisdiction shall not invalidate or render unenforceablesuch provision in any other jurisdiction. To the extent permitted by applicable law, the Parties to this StadiumLeaseherebywaiveany provision of law that renders any provision thereof prohibited or unenforceablein any respect. Section 21.9 Entire Agreement,Amendment and Waiver. Except for the PSL Marketing Agreement,the PSLEscrowAgreement,the Interlocal Agreement(the latter being limited to the relationship betweenthe Sports Authorityand Landlord)and the Parking Letter, each of whichshall survive the executionand delivery of this StadiumLeasein accordancewith the terms thereof, this StadiumLease, together with the other applicable Principal Project Documents, constitutes the entire agreementof the Parties hereto and thereto with respect to the subject matter hereof and supersedes all prior written and oral agreementsand understandings with respect to such subject matter, including the Existing Letter Agreement.Neither this StadiumLease nor any of the terms hereof, including this Section 21.9, maybe amended,supplemented,waivedor modified orally, but only (i) by an instrument in writing signed by the Party against whichthe enforcementof the amendment, supplement, waiver or modification shall be sought, and (ii) with the written consent of Bond Insurer, if such amendment,supplement, waiver or modification is madeor given during the Bond Insurance Period and (w) impairs in any material respect the obligation of Tenant to makethe Guaranteed Payments or Additional Guaranteed Payments on the Guaranteed Payment Dates, (x) modifies any rights of either of the Parties to terminate this StadiumLease beyondwhat expressly providedin this StadiumLease, (y) modifiesany rights of BondInsurer or any obligations to BondInsurer expressly providedin this StadiumLease, or (z) without limiting clauses (w), and (y), amends,supplements, waives or modifies any provision of this Stadium Lease or any defined terms used in or relating to such provisions other than Sections 1.3 or 1.4, Sections 2.1.2, 2.1.3, 2.1.4, 2.5 or 2.6, Section4.2, Section4.4 (exceptfor the first sentencethereof), Sections5.1, 5.2, 5.4 or 5.5, Sections6.1.1, 6.1.2, 6.1.3, 6.1.4, 6.1.5, 6.2.2, 6.3 or 6.7, Sections10.1.2 or 10.2, Article 11, Section14.4 (except for the last sentencethereof), Article 18, Section20.3, Sections21.1, 21.3, 21.7, 21.7.2, 21.14, 21.18, 21.19, 21.20, 21.21 or 21.23, Appendix C, Appendix F, AppendixG, Exhibits A-4, A-5, A-7, A-8, A-9, A-10, A-11or A-12, Exhibits C-1 or C-2, Exhibit E, Exhibit G or Exhibit Hor any definedterms or rules of usage used in or relating to such provisions, Appendices or Exhibits, which provisions maybe amended, supplemented, waived or modified withoutBondInsurer’s consent. Withrespect to any consentrequired under the precedingclause (z), the BondInsurer agrees not to unreasonablywithholdits consent. In addition, any amendments or other modificationsto the financial terms of this StadiumLeaseshall be subject to the prior written approval of the NFLto the extent required by the NFLFootball Rules and Regulations. 81 Section 21.10 Incorporation of Appendices and Exhibits. All Appendices and Exhibitsattached to this StadiumLeaseare incorporatedherein by this reference in their entirety and madea part hereof for all purposes. Section 21.11 Tableof Contents;Headings.Thetable of contents, if any, and headings, if any, of the various articles, sections and other subdivisions of this StadiumLease are for convenienceof reference only and shall not modify,define or limit any of the terms or provisions hereof. Section 21.12 Parties in Interest; Limitation on Rights of Others. The terms of this StadiumLease shall be binding upon, and inure to the benefit of, the Parties and their permitted successors and assigns. Nothing in this Stadium Lease, whether express or implied, shall be construedto give any Person(other than the Parties and their permitted successorsand assigns and as expresslyprovidedherein) any legal or equitable right, remedyor claimunderor in respect of this StadiumLease or any covenants, conditions or provisions contained herein or any standing or authority to enforce the terms and provisions of this StadiumLease. Notwithstandingthe foregoing, the Countyshall be entitled to enforce the obligations of Tenant under this StadiumLease in the event a Tenant Default occurs and remains uncured and, during the BondInsurance Period, Bond Insurer mayexercise its rights and enforce its rights and any obligations to BondInsurer expressly providedin this StadiumLeaseand shall also be an express third-party beneficiary to exercise its rights a~ndto enforceits rights and obligations to BondInsurer expresslyprovidedfor in this Stadium Lease, including Section 21.9. TheBondInsurer, during the BondInsurance Period, shall also be an expressthird party beneficiarywith respect to Sections9.1, 9.2, 9.3, 9.4, 9.5 and 9._66entitled to enforce the provisions therein as if a party hereto. TheNFLshall also be an express third party beneficiarywith respect to Sections14.1, 14.2, 16.1, 16.2.1, 16.2.2, 17.2.2, 17.2.3, 21.7.2, 21.9 and 21.19. Section 21.13 Methodand Timingof Payment.All amountsrequired to be paid by any Party to the other Party or Personunder this StadiumLeaseshall be paid in such freely transferable currencyof the UnitedStates as at the time of paymentshall be legal tender for the paymentof public and private debts, by check or another methodof paymentacceptable to the payeedelivered to the addressees set forth in AppendixC to this StadiumLeaseor to such other addressees located in the United States as such payee mayspecify by notice to the other Party. If any paymentunder this StadiumLease is required to be madeon a day other than a BusinessDay,the date of paymentshall be extended to the next Business Day. Section 21.14 Counterparts. This Stadium Lease maybe executed by the Parties in separate counterparts, each of whichwhenso executedand delivered shall be an original, but all such counterparts shall together constitute one and the sameStadiumLease. All signatures need not be on the samecounterpart. Section 21.15 Governing Law. THIS STADIUMLEASE, ANDTHE ACTIONSOF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS (EXCLUDING PRINCIPLES OF CONFLICT OF LAWS). 82 Section 21.16 Interpretation and Reliance. No presumption will apply in favor of any Party in the interpretation of this StadiumLeaseor any of the Principal Project Documents or in the resolution of any ambiguityof any provisions hereof or thereof. Section 21.17 Recording of Memorandum of Lease. The Parties shall execute a Memorandum of Lease in the form attached hereto as Exhibit E and Tenant mayfile the samein the Official Public Recordsof Real Property of Harris County,Texas. Uponthe LeaseExpiration Date, Tenant shall execute such instruments reasonably requested by Landlordin recordable form which are sufficient to release of record any rights or interests of Tenantin and to the LeaseholdEstate. Section 21.18 Prohibited Use of Tenant’s Intellectual Property. Except as expressly authorized in writing by Tenant or the NFL,Landlordshall not use any trademark, service mark, logo, trade name,copyrightedor copyrightablematerial, artworkor symbolsrelated to the foregoing, or other intellectual property whichis ownedfrom time to time by Tenantor the NFL,respectively. Section 21.19 NFLApproval.Landlord and Tenant hereby agree that no official, player, or coachconsideredineligible by the NFLor any of its affiliates, shall participate in or haveany direct or indirect part in Football Home Games.Theeligibility of all officials, players and coaches for Football HomeGamesshall be passed upon and approvedby the Commissionerof the NFL.Any disputes regarding plays madeduring any such gameshall be decided under the NFLFootball Rules and Regulations. TheParties agree that every dispute, question, or matter connectedwith, or in any wayinvolving the play during a Football HomeGameor the participation of anyonein such game shall be decidedby the Commissioner and that such a decision shall be final, binding, conclusiveand unappealableand that the Parties, players, personneland officials and each of themherebyjointly and severally waive and release the Commissioner,the NFL,and every director, officer and stockholder of every club in the NFLfrom any and all claims whichthe Parties, players, personnel and officials, or any of them, have or mayhave with respect to any such decision of the Commissioner. Section 21.20 RodeoLease. In the event of the termination of the RodeoLease or in the event that the Rodeoceases to conductits normaland anticipated event at the Stadiumprior to the expiration of the RodeoLease, Landlordshall provide detailed informationto Tenantexplaining how Landlordintends to meet all Capital Repair and Maintenanceobligations required by this Stadium Lease. In addition, all references in this StadiumLeaseto the RodeoLeaseshall applyonly so long as the RodeoLeaseis in full force and effect. Section 21.21 PrimeLease. Subject to the terms and conditions of the NFLRecognition, Non-Disturbanceand Attornment Agreement,this StadiumLease is and shall remain subordinate to the PrimeLease. Section 21.22 Principal Project Documents.This StadiumLease and the other Principal Project Documents are mutuallyinterdependent and are meantto be read together, but in the event of any inconsistency or conflict amongthis StadiumLease, the StadiumTri-Party Agreementand/or any of the other Principal Project Documents,the terms of the StadiumTri-Party Agreementshall 83 control. NoPrincipal Project Documentmaybe modified or amendedin any respect, without the prior written approval of Tenant and Landlord. Section 21.23 Super Bowl.If Houston,Texasis selected by the NFLas the host city for a Super Bowl, Landlord agrees to makethe Leased Premises/AstrodomainComplexavailable for the Super Bowland events related to the Super Bowlin accordancewith the terms of an agreementto be entered into betweenthe Landlordand the NFL,with the prior approval of the Super BowlHost Committee and the Tenant, but in all events subject to the terms of the Principal Project Documents. Section 21.24 Obligationto MaintainFranchise.In the event that Tenant no longer owns or holds the Franchiseother than as a result of a Transfer prohibited by Article 14 or a default by Tenant under the Tenant’s Franchise Agreementwith the NFL,Landlordmay, but is not obligated to, as its sole and exclusive remedy,terminate this StadiumLease pursuant to the notice and cure provisions of Section 17.4 and uponsuch termination Landlordmayforthwith reenter and repossess the LeasedPremisesand Practice Facilities by entry, forcible entry, detainer suit or otherwise, without demandor notice of any kind; provided, however,Landlordshall not be entitled to recover any damages(including unpaidGuaranteedPaymentsfor periods after such termination) under this StadiumLease as a result of such termination and upon such termination Tenant shall be released from all obligations under this StadiumLease except for any obligations that accrued prior to or expressly survive the termination of this StadiumLease and providedfurther that during the Bond Insurance Period, Landlordmaynot terminate this StadiumLease pursuant to this Section 21.24 without first demonstratingto the BondInsurer, to its reasonable satisfaction, that there are anticipated to be future rental paymentsor revenues from replacementevents and/or tenants in amountssimilar to the sumscurrently pledged to the Public Debt arising out of Football Home Gamesand Tenant Events and such replacement revenues and rental paymentswill be pledged to the Public Debtof the Sports Authorityin substitution of the current sumson substantially similar terms as the current sumsare pledged. Nothingcontained in this Section 21.24 shall abridge or affect Landlord’sright to exercise any of Landlord’sremediesunder this Stadiumlease in the event of a TenantDefault (other than Tenant’sfailure to ownor hold the Franchiseas described in this Section 21.24.). Nothingin this Section 21.24shall affect or impair the obligation of Tenantto pay the Additional Guaranteed Payment. IN WITNESS WHEREOF, this Stadium Lease has been executed by the Parties as of the Effective Date. HARRIS COUNTYSPORTS & CONVENTION CORPORA~ ~ By: /~J~~" Name: ~,c~a.,.I Title: (Jla]’r’ma 84 ~"~’e---t ~,,f-~r~t~ HOUSTONNFL HOLDINGS, L.P. By: RCM Sports & Leisure, L.P., Its general partner By: Houston NFLHoldings GP, L.L.C., Its general partner ~y: ~~~~ Robert C. McNair, President 85 The undersigned hold Liens against the Franchise and hereby subordinate such Liens to the rights of Landlordunder this StadiumLease and the other Principal Project Documents. THE CHASE MANHATTANBANK, individually and as Agentfor the Lenders signatory to the General Partner Credit Agreement Name: Title: ~ ,:, ~~ b,~c_.~ ¢~¢-t~ ~o~" THE CHASE MANHATTANBANK, individually and as Agentfor the Lenders signatory to the Limited Partner Credit Agreement By: Name: Title: ::ODMA@CDOCS\HOUSTON 1\340123\71 264:18730-5 86 c ¯ ¢~".,p~ bO(.n-~ APPENDIX A TO STADIUM LEASE DEFINITIONS "AASC" is defined in Exhibit F. "Acceptable Bank"has the meaninggiven such term in the StadiumTri-Party Agreement. "Actions or Proceedings"meansany lawsuit, proceeding, arbitration or other alternative resolution process, GovernmentalAuthority investigation, hearing, audit, appeal, administrative proceedingor judicial proceeding. "Additional Addressees"is defined in Section 21.7. "Additional GuaranteedPayment(s)"has the meaninggiven such term in AppendixI of this Stadium Lease. "Additional Landlord Work"has the meaninggiven such term in the Stadium Tri-Party Agreement. "Additional Parking Land" means(i) all land currently ownedby the Countywithin the boundarycreated by Main, Murworth,Lantern and McNee,(ii) all land not currently ownedby the County within the boundary created by Lantern, McNee,Main and Murworth,all of which land Landlordcurrently contemplatesit, the Countyor a CountyAffiliate will acquire, and (iii) any land nowor hereafter acquired or leased by Landlord,the Countyor a CountyAffiliate, in each instance ¯ for the purpose of satisfying the parking requirementsof Landlordto Tenant and Rodeounder the Principal Project Documentsor any other agreementbetweenLandlord, Tenant and Rodeo, all of whichland shall be located within the boundarycurrently created by U.S. Interstate 610, Fannin,Old SpanishTrail and Main.Theidentity of the Additional Parking Landmaychangefrom time to time, so long as such land is located within the boundariesset out herein and the location of whichis reasonably acceptable to Tenant and Rodeo. All of the land described in clauses (i), (ii) (iii) aboveshall be improvedand used for parking. "Additional Payments"is defined in Section 4.2. "AdditionalStaffing" is defined in Section 6.1.2. "Additional Tenant Work"has the meaning given such term in the Stadium Tri-Party Agreement. "AdmissionsTax" meansany Taxes imposedpursuant to Chapters 334 or 335 of the Texas Local GovernmentCodeon any tickets sold as admission to any Event. "Advertising Rights" has the meaninggiven such term in the NFLClub License Agreement. "Affiliate"of any Personmeansany other Persondirectly or indirectly controlling, directly or indirectly controlled by or under direct or indirect common control with such Person. As used in this definition, the term"control," "controlling" or "controlled by" meansthe possession,directly or indirectly, of the powerto (i) vote the lesser of (x) no less than thirty percent (30%)or (y) respect to Tenant, such actual percentage as maybe required by the NFLFootball Rules and Regulations,of the securities or interests havingordinaryvoting powerfor the election of directors (or other comparablecontrolling body) of such Personand (ii) direct or cause the direction of actions, management or policies of such Person, whetherthrough the ownershipof voting securities or interests, by contract or otherwise, excluding in each case, any lender of such Person or any Affiliate of such lender. "AmbushMarketing" shall have the meaning given such term in the Stadium Tri-Party Agreement. "Appropriation" has the meaninggiven such term in the StadiumTri-Party Agreement. "Arbitration Procedures" meansthose procedures set forth in AppendixD of this Stadium Lease. "Assignmentand AssumptionAgreement"is defined in Section 14.3. "Astrodomain Complex"meansthe multi-purpose sports, entertainment and exhibition complexlocated in Harris County, Texason (i) the land depicted on Exhibit A-1to this Stadium Lease and the improvementsthereon, including the Astrodome,the Astroarenaand Exhibition Hall, and whichwill include the Stadiumonce constructed ("AstrodomainProper"), (ii) the RodeoLand, and (iii) the Landlord’sLand, and all buildings, structures, parking areas and other improvements nowor hereafter located on any portion of the foregoing land. TheAstrodomainComplexdoes not include the Practice Facilities or the Additional ParkingLand. "AstrodomainProper" is defined in the definition of AstrodomainComplex. "Astroworld’s Parking Spaces" means(i) until August16, 2005 not morethan the number of parkingspaces on the Complex Groundsto whichSix Flags, Inc. currently is entitled to use under the AstroworldParking Sublease, and (ii) after August16, 2005no parking spaces on the Complex Grounds. "Astroworld Parking Sublease" meansthat certain Parking Area Sublease dated May16, 1975, betweenAstropark, Inc. and Astrodome-AstrohallStadiumCorporation, as amendedby that certain First Amendment to Parking Area Sublease dated November3, 1978, between Astropark, 2 Inc. and Astrodome-AstrohallStadiumCorporation, as assigned pursuant to that certain Assignment of Lease dated November3, 1978, by and amongAstrodomainCorporation, AstroworldUSA,Inc., Astrodome-AstrohallStadiumCorporation, Astropark, Inc. and Six Flags, Inc., and any amendments thereto or modifications thereof approvedby Tenant and the Rodeo. "Audit"is defined in Section 4.4. "AUSA" is defined in Exhibit F. "Black-Out Period" shall have the meaning given such term in the Stadium Tri-Party Agreement. "BondInsurance Period" meansthe period of time during which(i) the BondInsurer has any obligation or commitment under any insurance policy covering any outstanding Public Debt of the Sports Authority or (ii) any reimbursementobligation by the Sports Authority to the BondInsurer related to the Public Debtremainsunsatisfied. "BondInsurer" meansMBIAInsurance Corporation, or any successor thereto, or other insurer of the Sports Authority Revenue Bonds (as defined in the Funding Agreement) Miscellaneous RevenueBonds(as defined in the Funding Agreement). "Book,"and other forms of that term whenused in reference to an Event, TenantNon-Event or RodeoNon-Event,refers to the condition when(i) a Landlord Event, Tenant Event, Tenant Non-Eventor RodeoNon-Eventhas been scheduled on a particular date at the LeasedPremises in accordancewith the applicable terms of the Principal Project Documents and, to the extent they do not conflict with the express rights granted to Tenant or the Rodeounder the Principal Project Documents,Landlord’sbookingpolicies, applied uniformlyand non-discriminatelyto all Events on a first-come, first-reserved basis, and (ii) a Football Home Gameor RodeoEventhas beenscheduled on a particular date at the LeasedPremisesin accordancewith the applicable terms of the Principal Project Documents. "Branding Rights" has the meaninggiven such term in the StadiumTri-Party Agreement. "Broadcast Rights" has the meaninggiven such term in the NFLClub License Agreement. "Business Center" has the meaningassigned in the StadiumTri-Party Agreement. "Business Day"meansany day of the year that is not a Saturday, Sunday,Legal Holidayor a day on whichcommercialbanks are not required or authorized to close in Houston,Texas. "Business Hours" means9:00 a.m. through 5:00 p.m. on Business Days. 3 "Capital Repair" meansany work(including all labor, supplies, materials and equipment) reasonablynecessaryto repair, restore, refurbish or replaceany equipment,facility, structure or other componentof the LeasedPremises, if such workis necessitated by: (1) Anydefects (whetherlatent or patent) in design, construction or installation of the LeasedPremises by or on behalf of Landlord; (2) Physical Obsolescence (including replacement necessitated by repeated breakdown of a component of the LeasedPremisesdespite efforts to repair or restore it short of such replacement); or (3) Modifications required by applicable GovernmentalRule. Theterm "Capital Repair" shall not include (i) Maintenance,(ii) Casualty Repair Work, (iii) Condemnation Repair Workand (iv) the portion of any contract for the performanceof any the foregoingin clauses(i), (ii) and (iii) of this sentence. "Capital Repair Expenses"meansany reasonable third party expensesincurred in connection with Capital Repairs, whichmayinclude reasonable, actual overtimeexpensesincurred by Landlord or the ComplexManagerfor Landlord’s or the ComplexManager’semployeesin connection with performinga Capital Repair. "Capital Repair Reserve Account" meansa separate depository account maintained by Landlordat an AcceptableBankunder the terms of the StadiumTri-Party Agreementfor the purpose of holding, applying, investing and transferring the Capital Repair ReserveFund.TheCapital Repair ReserveAccountshall be separate from, and shall not be a part of, the VenueProject Fundor any other fund or account. "Capital Repair ReserveFund"meansthe segregated capital repair and replacementfund held in the Capital Repair ReserveAccount. "Casualty"meansany damage,destruction or other property casualty resulting from any fire or any Force Majeureor other sudden, unexpectedor unusual cause. Casualty shall not include any damage,destruction or other property casualty resulting fromLandlordFailure to performits Capital Repair or Maintenanceobligations. "Casualty Expenses" meansall costs and expenses required to be borne by Landlord or Tenant, as the case maybe, pursuant to Article 12. "Casualty Repair Work"is defined in Section 12.1. "City" meansthe City of Houston, Texas, a Texas municipal corporation and HomeRule City. 4 "Club Level" has the meaningassigned to such term in the StadiumTri-Party Agreement. "Club Seats" has the meaningassigned to such term in the StadiumTri-Party Agreement. "Commencement Date" is defined in Section 3.1. "Commencement Extension Option" is defined in Section 3.2. "ComparableFacilities" meansone or more stadiums in which NFLFootball Gamesare playedand events (such as concerts, family shows,conventionsand other public events) are held that (i) are comparablein size to the Stadium,(ii) havebeenconstructedwithinthe time period extending fromthe date that is five (5) years before the Commencement Dateuntil the date that is five (5) years after the Commencement Date, and (iii) are located in the United States. Notwithstanding the foregoing, to the extent the subject matter of this StadiumLeaserelates to or is affected by whether or not the Stadiumor comparablestadiumis air-conditioned, open air or has a retractable roof, the term "ComparableFacilities" shall meanand refer to any such comparablestadium that is air conditionedand has a retractable roof. "ComplexGrounds"means(i) all of the parking lots, driveways, walkwaysand other access ways,curbs, fences and other barriers, directional and informationalsignage, ticket booths, parking lot lighting and light fixtures and landscaping located within the AstrodomainComplexand the AdditionalParkingLandand (ii) all other appurtenantfixtures, structures and improvements relating to such items describedin the foregoingclause (i). "ComplexManager"has the meaninggiven such term in the Stadium Tri-Party Agreement. "Complimentary_ Parking Passes" is defined in Section 2.5.11. "ConcessionRights" is defined in the StadiumTri-Party Agreement. "ConcessionImprovements"has the meaninggiven such term in AppendixA of the Project Agreement. "Concessions"is defined in the StadiumTri-Party Agreement. "CondemnationActions" meansa taking by any GovernmentalAuthority (or other Person with powerof eminentdomain)by exercise of any right of eminentdomainor by appropriation and an acquisition by any GovernmentalAuthority (or other Person with power of eminent domain) througha private purchasein lieu thereof. "CondemnationAward"meansall sums, amounts or other compensation for the Leased Premisesor the Practice Facilities payable to Landlord, Rodeoor Tenant (as their interests may appear in accordancewith the terms of this StadiumLeaseand the RodeoLease)as a result of or in connection with any CondemnationAction. 5 "CondemnationExpenses"is defined in Section 13.3. "CondemnationRepair Work"is defined in Section 13.3. "Construction Agreements"has the meaninggiven such term in AppendixA of the Project Agreement. "ConsumableConcessions" is defined in the StadiumTri-Party Agreement. "Controlling Person"of any Personmeansany individual that directly or indirectly controls such Person. As used in this definition, the term "control" meansthe possession, directly or indirectly, of the powerto (i) vote the lesser of (x) no less than thirty percent (30%)or (y) respect to Tenant, such actual percentage as maybe required by the NFLFootball Rules and Regulations,of the securities or interests havingordinaryvoting powerfor the election of directors (or other comparablecontrolling body)of such Personand (ii) direct or cause the direction of actions, management or policies of such Person, whetherthrough the ownershipof voting securities or interests, by contract or otherwise, excluding in each case, any lender of such Person or any Affiliate of suchlender. "Controlling Person Requirement"is defined in Section 14.3(e). For purposesof computing the seven(7) year period referred to in the ControllingPersonRequirement,(i) the periodapplicable to a final conviction, order, judgment,or decree shall begin with its date of entry, (ii) the period applicable to a preliminary order shall commence whenthe rights of appeal from such order have lapsed, and (iii) any conviction, order, judgmentor decree that is under appeal shall be included unless it has beenreversed, suspended,vacated, annulled or otherwiserenderedof no effect. "Costs of the Project" shall have the meaninggiven such term in the FundingAgreement. "County"meansHarris County, Texas, a bodycorporate and politic under the laws of the State of Texas. "CountyAffiliate" meansany entity created by the Countyor Landlordin whichthe County or Landlordhas the powerto appoint the board of directors or the legal authority to control the actions of suchentity. "CPI Fraction" means, as of any particular date called for under this StadiumLease, a fraction, the denominatorof whichis the index value of the DesignatedIndex for the calendar month in which the Commencement Date occurs and the numerator of which is the index value of the DesignatedIndex for the calendar monthwhichis two (2) full calendar monthsprior to the calendar monthin whichsuch date specified under this StadiumLeaseoccurs. If the CPIFraction cannot be determinedat any particular time becausethe index value of the DesignatedIndex for the specified month(or the index period during whichsuch monthoccurs, if the index period is longer than one month)is not then known,the CPIFraction shall be determinedusing the then mostrecently reported index value of the Designated Index and, whenthe index value of the Designated Index for the specified monthis known,the CPIFraction and any calculation based thereon shall be redetermined using the index value of the DesignatedIndex for the specified month(or the index period during whichsuch monthoccurs, if the index period is longer than one month). "DesignatedIndex" meansthe United States ConsumerPrice Index for all UrbanConsumers (also knownas the CPI-U) for the HoustonMetropolitan Statistical Area (1982-1984=100), published monthly(or if sameshall no longer be published monthly, on the most frequent basis available) by the Bureauof LaborStatistics, U.S. Departmentof Labor(but if such is subject adjustmentlater, the later adjustedindex, together with anycorrelation factor necessaryto relate the later adjusted index to the earlier index, as publishedby the entity publishingthe index, shall be used), or if such publication should be discontinued, the DesignatedIndex shall then refer to such comparablestatistics on changes in the cost of living for urban consumersas the samemaybe computedand published (on the mostfrequent basis available) by an agencyof the UnitedStates by a responsiblefinancial periodical of recognizedauthority, as selected in accordancewith the terms of the StadiumTri-Party Agreement. "Dispute or Controversy"is defined in Section 19.1. "Effective Date" is defined in the first paragraphof this StadiumLease. "Emergency"meansany circumstance in which Tenant or Landlord in good faith believes that immediateaction is required in order to safeguardlives, property or the environment. "Encumbrances"meansany defects in, easements, covenants, conditions or restrictions affecting, or liens or other encumbrances on, the title to the LeasedPremises,or Practice Facilities or otherwise affecting Tenant’s rights hereunder, whether evidenced by written instrument or otherwise evidenced. "Enforceable Contracts" has the meaningassigned to such term in the StadiumTri-Party Agreement. "EnvironmentalEvent" means(i) the spill, discharge, leakage, pumpage,drainage, pourage, interment, emission, emptying,injecting, escaping, dumping,disposing, migrationor other release or any kind of HazardousMaterials whichcauses a threat or actual injury to humanhealth, the environment,plant or animallife, (ii) the occurrenceof any Actionsor Proceedingspursuant to any EnvironmentalLawsarising out of any of the foregoing and (iii) any claims, demands,actions, causes of actions, remedialand/or abatementresponse, remedialinvestigations, feasibility studies, environmentalstudies, damages,judgmentsor settlements arising out of any of the foregoing. "EnvironmentalLaws"meansany and all federal, state and local statutes, laws (including commonlaw tort law, commonlaw nuisance law and commonlaw in general), regulations, ordinances, rules, judgments,orders, decrees, permits, concessions, grants, franchises, licenses, agreementsor other governmentalrestrictions relating to the environment,or to handling, storage, emissions, discharges, releases or threatened emissions, discharges or releases of Hazardous 7 Materials into the environment, including ambient air, surface water, ground water or land, or otherwise relating to the manufacture,processing, distribution, use, treatment or disposal of any HazardousMaterials, including, but not limited to, the CleanAir Act, the CleanWaterAct, the Safe Drinking Water Act, the Federal Solid Waste Disposal Act (including, but not limited to, the Resource Conservation and RecoveryAct of 1976), the ComprehensiveEnvironmental Response, Compensation and Liability Act of 1980, the Toxic SubstancesControl Act, the HazardousMaterials Transportation Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Emergency Planningand Community Right-to-Know Act, and any other federal, state or local laws, ordinances, rules, regulations and publicationsand similar restrictions nowor hereafter existing relating to any of the foregoing. "Event" meansany Football HomeGame,Tenant Event, Landlord Event or RodeoEvent, including amateuror professional sporting events, exhibitions, tournaments,musical or theatrical performancesand other forms of live or broadcasted entertainment, public ceremonies,convention meetings, markets, fireworks displays, shows,or other public or private exhibitions and activities related thereto, but excluding Tenant Non-Events(as defined herein and in the RodeoLease and Existing RodeoLease) in the Leased Premises and/or any buildings in the AstrodomainComplex. "Eventof Default" is defined in Sections 17.1 and 17.2. "Excess PSLRevenues"shall have the meaninggiven such term in the FundingAgreement. "Exclusivity AbatementRight" shall have the meaninggiven to it in Section 2.4 of this Stadium Lease. "Exclusivity TerminationRight" shall have the meaninggiven to it in Section 2.4 of this Stadium Lease. "Excusable Landlord Delay" meansany Landlord Delay which is caused by or attributable to (but only to the extent of) (i) ForceMajeure,(ii) failure of Tenantto perform(or delay by in performing)any o fits material obligations underthis StadiumLeasewithin the time or by the date established by or pursuanthereunderfor performancethereof, (iii) negligenceor willful misconduct by Tenant, (iv) any direct or indirect action or omissionby or attributable to Tenant(including, not limited to, acts or omissions of any Person employedby Tenant or any agent, contractor or subcontractor of Tenant) which unreasonablyand materially interferes with or delays Landlord’s performanceof its obligations under this StadiumLease, or (v) any unreasonabledelay by Tenant in approvingor consenting or in refusing to approveor consent to any matter that requires the approval or consent of Tenant under this Stadium Lease unless permitted hereunder. Notwithstandingthe foregoing, "Excusable Landlord Delay" shall not include economichardship or inability to pay debts or other monetaryobligations in a timely manner. "Excusable Landlord Delay Period" meanswith respect to any particular occurrence of Excusable Landlord Delay, that numberof days of delay in the performance by Landlord of its 8 obligations under this Stadium Lease actually resulting from such occurrence of an Excusable Landlord Delay. "ExcusableTenantDelay" meansany Tenant Delaywhichis caused by or attributable to (but only to the extent of) (i) ForceMajeure,(ii) failure by Landlordto perform(or delay by Landlord performing)any of its material obligations under this StadiumLeasewithin the time or by the date established by or pursuant to this StadiumLeasefor performancethereof, (iii) negligenceor willful misconductby Landlord,(iv) any direct or indirect action or omissionby or attributable to Landlord (including, but not limited to acts or omissions of any Person employedby Landlord or Complex Manageror of any agent, contractor or subcontractor of Landlord or ComplexManager)which unreasonablyinterferes with or delays Tenant’sperformanceof its obligations hereunder, or (v) any unreasonabledelay by Landlordin approvingor consenting or in refusing to approveor consent to any matter that requires the approval or consent of Landlord under this Stadium Lease. Notwithstandingthe foregoing, "Excusable Tenant Delay" shall not include economichardship or inability to pay debts or other monetaryobligations in a timely manner. "Excusable Tenant Delay Period" meanswith respect to any particular occurrence of Excusable Tenant Delay, that numberof days of delay in the performance by Tenant of its obligations under this StadiumLeaseactually resulting from such occurrenceo fan ExcusableTenant Delay. "Exhibition Hall" meansthe Astrohall located within the AstrodomainComplex or, following the completionof the construction of the proposedHarris CountyExposition Center (regardless of the nameactually used therefor), such Harris CountyExposition Center. "Existing Letter Agreement"meansthat certain Letter Agreementamongthe City, the County, Tenant, Rodeo, Sports Authority and METRO, dated October 19, 1998, as assigned to Landlord by the County pursuant to that certain Assignmentof Rights dated April 7, 1999, as amended and extended pursuant to that certain Letter Agreement-Approval of Budget & Procedures-NFL/Rodeo Stadium dated February 16, 2000, amongthe Parties, Rodeoand Sports Authority. "Existing RodeoLease" meansthe Rodeo’sexisting lease of the AstrodomainComplex,as described on Exhibit F hereto, as amendedby the RodeoLease Amendment,and as the samemay be further amended,supplemented,modified, renewedor extendedfrom time to time not in conflict with the Principal Project Documents. "Facility Mortgage"meansa Mortgagecovering and encumberingLandlord’s rights, titles and interests in the LeasedPremises(but not the LeaseholdEstate) that secures a Project Financing and no other debt and is otherwisepermitted by, and is madein accordancewith and subject to, the provisions of the Principal Project Documents. "Facility Mortgagee"meansany holder, or trustee or agent for holders, of any componentof the Project Financingwhois the Mortgageenamedin any Mortgagethat is a Facility Mortgage,the beneficiarynamedin any deedof trust that is a Facility Mortgage or the holderof any lien or security interest namedin any other security instrumentthat is a Facility Mortgage. "Facility MortgageNon-DisturbanceAgreement"is defined in Section 15.1. "Facility Use Tax" meansany Tax imposedpursuant to Chapters 334 or 335 of the Texas Local GovernmentCodeon any memberof a Major League Teamthat plays a professional sports gamein the Stadium,including, but not limited to, any player on, or member of, the Team. "Fast-Track Arbitration" is defined in Section 1.2(b) of AppendixD. "Fast-TrackArbitrator" is defined in Section 1.2(a) of AppendixD. "Field Equipment"meansall equipmentand other facilities described on Exhibit Gattached hereto. "Final Notice"is defined in Section 17.4. "First Class Condition"means,subject to any express limitations "to the contrary in the Principal Project Documents, the condition satisfying each of the following: (i) being in compliance with all applicable Governmental Rules, (ii) being in goodcondition and repair, and (iii) meeting or exceedingthe standards of ComparableFacilities "Fiscal Year" meansthe twelve (12) monthperiod from time to time established by Landlord as its fiscal year, which is currently the twelve (12) monthperiod from January 1 through December31 of each calendar year. "Football HomeGames"meansany NFLFootball Gamein which the Teamacts as the host team for its opponent. "ForceMajeure"meansthe occurrenceof any of the following,for the period of time, if any, that the performance of a Party’s material obligations under this StadiumLease is actually, materially, and reasonablydelayed or preventedthereby: acts of God;acts of the public enemy;the confiscation or seizure by any GovernmentalAuthority; insurrections; wars or war-like action (whetheractual and pendingor expected);arrests or other restraints ofgovemrnent (civil or military); blockades;embargoes; strikes, labor unrest, labor disputes or unavailability of labor or materials (any of whichare not causedby a Party’s or, in the case of Landlord,the Complex Manager’sworkforce); lock-outs (not causedor implementedby a Party or, in the case of Landlord,the Complex Manager); epidemics; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; wash-outs; explosions; any delays occasioned by arbitration actions and proceedings under the Arbitration Procedures specified in this StadiumLease; civil disturbance or disobedience; riot; sabotage; terrorism, threats of sabotageor terrorism; or any other cause, whetherof the kind herein enumerated or otherwise,that is not withinthe reasonableanticipation or control of the Party claimingthe right to delay performanceon account of such occurrenceand which, in any event, is not a result of the 10 negligenceor willful misconductof the Party claiming the right to delay performanceon accountof such occurrence. As to Landlord, actions of the County or any County Affiliate shall not be considered actions of a GovernmentalAuthority for purposes of Force Majeure. Notwithstanding the foregoing, "ForceMajeure"shall not include economichardship or inability to pay debts or other monetaryobligations in a timely manner. "Franchise" meansthe franchise for the Teamissued by the NFL. "Franchise Agreement"has the meaninggiven such term in the Non-RelocationAgreement. "Functional Obsolescence" and "Functionally Obsolete" meansany equipment, fixture, furnishing, facility, surface, structure or any other component of the LeasedPremisesthat is not dysfunctional(and thus not PhysicallyObsolete), but is no longer reasonablyoptimalfor its intended purposes, by reason of (i) material innovations, inventions or improvementsin the design, manufacture,operation or production of comparableequipment,systems or facilities whichrender moreefficient, moresatisfactory or moretechnologicallyadvancedservice, or (ii) businesspatterns or practices (such as methodsfor selling tickets or admitting patrons to the LeasedPremises)that require the modificationor addition of equipmentor facility. "FundingAgreement"meansthat certain FundingAgreementdated as of the Effective Date by and amongTenant, Rodeo, Landlord and the Sports Authority, as the same maybe amended, supplemented, modified, renewedor extended from time to time in accordance with the terms thereof. "GAAP" shall meangenerally accepted accountingprinciples, applied on a consistent basis, as set forth in Opinionsof the AccountingPrinciples Boardof the AmericanInstitute of Certified Public Accountantsand/or in statements of the Financial AccountingStandards Boardand/or their respective successors and whichare applicable in the circumstancesas of the date in question. Accountingprinciples are applied on a "consistent basis" whenthe accountingprinciples observed in a current period are comparablein all material respects to those accountingprinciples applied in a precedingperiod. "GameDay" means any day on which a Football HomeGameis Booked. "Game/Event Staffing" is defined in Section 6.1.2. "GovernmentalAuthority" meansany federal, state, local or foreign governmentalentity, authority or agency, court, tribunal, regulatory commissionor other body, whetherlegislative, judicial or executive (or a combinationor permutationthereof), and any arbitrator to whom a dispute has been presented under Governmental Rule or by agreementof the Parties with an interest in such dispute. "Governmental Rule" meansany statute, law, treaty, rule, code, ordinance,regulation, permit, interpretation, certificate or order, whether nowor hereafter existing, of any Governmental 11 Authority, or any judgment,decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority, whethernowor hereafter existing. "GroundskeepingServices" meansall services necessary to maintain the Playing Field in First Class Condition for the playing of NFLFootball Games,including (i) readying the Playing Field each year for the upcomingNFLFootball Seasonand regular maintenanceof the Playing Field during the NFLFootball Season, including watering, mowing,seeding, fertilizing and resodding; (ii) preparingthe surface of and markinglines on the PlayingField (includingside lines and end zone markingsand mid-field and end zone decorations) and installing in proper position and removing Field Equipmentand the like for each Football HomeGame;(iii) leasing or otherwise obtaining special equipmentand supplies including field covers, including a removabletarpaulin with related equipmentand systems, for use in connection with preparing or maintaining the surface of the PlayingField; (iv) preparation, conversionand/or restoration of the surface of the PlayingField for a Football HomeGamefollowing any Event; (iv) repairing any damageto or destruction of the surface of the Playing Field; (v) providing, repairing, maintaining and replacing all lawnmowing equipment,material handling equipmentand other similar equipmentnecessary or advisable for the proper operation and/or maintenanceof the Playing Field. "GuaranteedPayment"is defined in Section 4.1. l(a). "GuaranteedPaymentDate" is defined in Section 4.1.2. "HSA"is defined in Exhibit F. "Halo Suites" has the meaninggiven such term in the StadiumTri-Party Agreement. "HazardousMaterials" means(i) any substance, emission or material including, but not limited to, asbestos, nowor hereafter defined as, listed as or specified in a Governmental Ruleas a "regulated substance," "hazardoussubstance," "toxic substance," "pesticide," "hazardouswaste," "hazardousmaterial" or any similar or like classification or categorization under any Environmental Lawincluding by reason of ignitability, corrosivity, reactivity, carcinogenicityor reproductiveor other toxicity of any kind, (ii) any products or substances containing petroleum, asbestos, polychlorinated biphenyls or (iii) any substance, emissionor material determinedto be hazardous or harmful. "Hold-OverPayments"is defined in Section 18.3. "Impositions" meansall real estate Taxes, all personal property Taxesand all possessory interest Taxes,all use and occupancy Taxes,all excises, assessments,and levies, general and special, ordinary and extraordinary, foreseen and unforeseen(including assessmentsfor public improvements and betterment,and any masstransit, park, child care and art contributions, assessmentsor fees), that are, with respect to this StadiumLease, the LeasedPremisesor the Practice Facilities, or any portion thereof, assessed, levied, charged, confirmed or imposedupon or with respect to or becoming payable out of or becominga lien on the LeaseholdEstate, the Leased Premises or the Practice 12 Facilities, or the appurtenancesthereto, or for any use or occupation of the LeasedPremisesor Practice Facilities, or such franchises, licenses and permits as maybe appurtenantor related to the use of the Leased Premises or Practice Facilities, this transaction or any documentsto which Landlordis a party; provided, however,"Impositions" shall not include Taxeson personal property not leased from Landlord. "Incidental Events"is definedin Section2.5.2(b)(ii). "IndemnifiedParty" is defined in Section 9.7.6. "indemnifyingParty" is defined in Section 9.7.6. "insurance Account" meansa separate depository account maintained by Landlord at an AcceptableBankunder the terms of this StadiumLease, the RodeoLease and the StadiumTri-Party Agreement for the purposeof holding, applying, investing and transferring the InsuranceFund. The InsuranceAccountshall be separate from, and shall not be a part of, the VenueProject Fund. "Insurance Fund"meansthe segregated fund established for the Insurance Proceedsand held in the Insurance Account. "Insurance Plan Additional Requirements"means,in addition to the insurance and policies set forth in Article 9, the insurancepolicy and coveragerequirementsset forth in Appendix E of this Stadium Lease. "Insurance Proceeds"is defined in Section 12.2.1. "Insured Casualty Risks" meansphysical loss or damagefrom fire, acts of God,lightning, windstorm,hail, flooding, earth movement (including, but not limited to, earthquake, landslide, subsidenceand volcanic eruption), collapse, water damage,leakage from fire protection equipment or sprinkler systems, explosion(except steamboiler explosion), smoke,aircraft (including objects falling therefrom),motorvehicles, riot, riot attendinga strike, civil commotion, sabotage,terrorism, vandalism, malicious mischief, theft, civil or military authority and all other perils (including resultant loss or damagearising from faulty materials, workmanship or design). "Intellectual Property_ Rights" meansany licenses, permits, franchises, trade secrets, intellectual property rights, trademarks,patents or copyrightsownedby, or licensed to, Landlordor the County with respect to the usage of any product, process, method, substance, material or technologynecessary for the use, operation, maintenanceand enjoymentof the LeasedPremises or the Practice Facilities. Notwithstandingthe foregoing, the term Intellectual Property Rights shall not include any of the Intangible Property Licenses, Intangible Property Rights, Existing Intangible Property Rights, Existing Intellectual Property Rights (as such terms are defined in the License Agreementsand the Existing RodeoLease) or any other intellectual property rights ownedor separately licensed by Tenant, the NFL,the Rodeo,or their respective Affiliates. 13 "Interest Rate" meansthe lesser of (i) The Wall Street Journal prime rate, or (ii) the maximum rate of interest permitted to be charged by applicable law. "Joint Club/RodeoStore" meansthe stores and storage areas contained within the Stadium and designed, constructed and finished in accordancewith the Project Agreement,and as depicted on the Project Plans and generally depicted on Exhibit A- 10 attached hereto as the Joint Club/Rodeo Store. "Landlord"meansthe Landlordnamedin the first paragraphof this StadiumLease and, in accordancewith Section 14.5 hereof, any LandlordTransferee. "LandlordDefault" is defined in Section 17.1.2. "LandlordDelay" meansany delay by Landlordin achieving any deadlines for performance of obligations under this StadiumLease. "LandlordEvent" is defined in the StadiumTri-Party Agreement. "LandlordFailure" is defined in Section 17.5. "LandlordRepresentative"is defined in Section 1.3. "LandlordStaffing" is defined in Section 6.1.2. "LandlordTransfer" is defined in Section 14.5. "LandlordTransferee" is defined in Section 14.5. "Landlord’sAutoPolicy" is defined in Section 9.1.3. "Landlord’sBuilder’s All Risk Policies" is defined in Section9.1.2. "Landlord’s CondemnationAward"meansthe award payable to Landlord, including all compensationfor the damages,if any, to the parts of the LeasedPremisesnot so taken, that is, damagesto the remainder,but excludingthe value of Tenant’sor the Rodeo’sseparate Property taken or damaged,the value of the LeaseholdEstate under this StadiumLease, the value of the "Leasehold Estate" under the RodeoLease or Existing RodeoLease, and any damageto, or relocation costs, of Tenant’s or the Rodeo’sbusiness. "Landlord’sExcess/UmbrellaPolicy" is defined in Section 9.1.3(c). "Landlord’sFacilities" meansthe areas depicted on Exhibit A-11. 14 "Landlord’sFF&E"meansall furniture, fixtures, equipment,fumishings, machinery,and all other componentsand personal property ownedby, or leased to, Landlordthat is from time to time located on the Leased Premises, including the Field Equipmentand equipmentused in performing Groundskeeping Services, together with all additions, alterations and replacementsthereof(whether replaced by either Party), including all furniture, fixtures, equipment,furnishings, machinery, displays, Signage,Scoreboardsand other personal property installed, affixed, attached or supplied to the Leased Premises by Landlord pursuant to the terms of the Project Agreementand any additions, changesor alterations thereto or replacementsor substitutions therefor. Landlord’sFF&E does not include Tenant’s FF&E,Rodeo’s FF&Eor any personal property ownedor leased by any Space Tenants (or sub-tenants or licensees of Tenant or the Rodeopermitted under this Stadium Lease or the RodeoLease), licensees or invitees that mayfrom time to time be brought onto the Leased Premises. "Landlord’sGLPolicy" is defined in Section 9.1.3(a). "Landlord’s Land"means(i) all of the land currently boundedby Kirby, Murworth,Lantern and Westridge, and (ii) all of the land currently boundedby Kirby, McNee,Lantern and Murworth, except the Practice Facilities Landsituated within such boundary,all as depicted on Exhibit A-2 attached hereto. "Landlord’s Parking Spaces" means, (a) Landlord’s StadiumParking Spaces, and (b) up and no more than five hundred (500) additional parking spaces on the ComplexGrounds which Landlordshall havethe right to use at any time solely for the purposeof parkingof the Landlord’s and the ComplexManager’sbusiness invitees, Game/EventStaffing, Additional Staffing, Landlord Staffing and attendees of meetings held by Landlordin meetingroomsin the Exhibition Hall (as opposedto exhibit halls and similar roomsused for commercialpurposes) the location of such parking spaces to be designated by Tenant any time any such meeting is held on a Tenant Event/Game Day. "Landlord’sPractice Facilities Land"meansthe land depictedas such on Exhibit A-5attached hereto. "Landlord’sProperty InsurancePolicy" is defined in Section 9.1.1. "Landlord’s RemedialWork"is defined in Section 6.6. "Landlord’s StadiumParking Spaces" meansthirty (30) spaces in the location depicted Exhibit A- 12. "Landlord’s Workers’Compensation Policy" is defined in Section 9.1.3(b). "Lease Expiration Date" means11:59 p.m. on the last day of the Lease Termas determined in accordancewith Article 3. 15 "Lease Term"is defined in Section 3.1. "Lease Year" meansa period of twelve (12) consecutive calendar months. The first Lease Year shall begin on the first day of the first monthafter the Commencement Date unless the Commencement Date occurs on the first day of a month,in whichevent the first Lease Year shall begin on the Commencement Date. "LeasedPremises"is defined in Section 2.1.1. Anyreference to the "LeasedPremises"shall include any part or portion thereof unless the context otherwiserequires. "Leasehold Estate" meansthe leasehold estate in the Leased Premises and the Practice Facilities Landand all improvementsand fixtures ownedby Landlord, if any, granted to Tenant under this StadiumLease and all other rights, titles, and interest granted to Tenant under this Stadium Lease. "Legal Holiday" meansany day, other than a Saturday or Sunday,on which the City’s or County’sadministrative offices are closed for business. "License Agreements"means, collectively, the NFLClub License Agreementand the Rodeo License Agreement. "Lien" means,with respect to any Property, any mortgage,lien, pledge, charge or security interest, and with respect to the LeasedPremisesand the Practice Facilities, the termLien shall also include any liens for taxes or assessments, builder, mechanic, warehouseman,materialman, contractor, workman, repairmanor cartier lien or other similar liens, including, but not limited to, Mechanic’sLiens. "Maintain"and "Maintenance"meansall work(including all labor, supplies, materials and equipment)whichis of a routine, regular, and predictable nature and reasonablynecessary for the cleaningand routine upkeepof any property, structures, surfaces, facilities, fixtures (including, but not limited to, mediaplug-ins and cable and all wiring attendant thereto), equipment,furnishings, and improvementsthat form any part of the Leased Premises (including, but not limited to, machinery,pipes, plumbing,wiring, gas and electric fittings, elevators, escalators, showers,toilets and restroomfacilities, first aid facilities, spectator and other seating, accessto the Stadiumor any other component of the LeasedPremises)in order to preserve such items in a First Class Condition. Maintenanceshall include, but not be limited to, the following: (i) preventative or routine maintenancethat is stipulated in the operating manualsfor the componentsas regular, periodic maintenanceprocedures; (ii) periodic testing of building systems, such as mechanical, card-key security, fire alarm, lighting, and soundsystems, including Field Equipment;(iii) ongoingtrash removal;(iv) regular maintenanceproceduresfor heating, ventilating and air-conditioning, plumbing, electrical, roof and structural systemsand vertical lift systems(e.g., escalators and elevators), such as periodic cleaning of the Leased Premises, lubrication, and changing air filters and lights; (v) painting of a routine, regular and predictable nature; (vi) cleaning, including restocking describedin Section 6.1.4, prior to, during and following, and necessaryas a direct result of, all 16 Football HomeGames, Events and Tenant Non-Events; (vii) Groundskeeping Services; (viii) changingof light bulbs, ballasts, fuses and circuit breakers, as they burn out; (ix) replacement of all Playing Field light bulbs as maybe or becomenecessary for proper lighting of the Playing Field and the seating area around the Playing Field, both for day gamesand night games;(x) all renewals and replacementsof equipmentparts and components,that are not Capital Repairs, as may be necessary to maintain the Stadiumand the Landlord’sFF&E in a First Class Condition; (xi) the labor required to perform Capital Repairs if performedby Landlord’s or the ComplexManager’s employeeson a "non-overtime"basis; and (xii) any other workof a routine, regular and generally predictable nature that is necessaryto keepthe LeasedPremisesand the ParkingFacilities in a First Class Condition. Maintenanceshall also include any workreasonably necessary to repair, restore, refurbish or replace any equipment,facility, structure or other component of the LeasedPremisesthat has becomedysfunctional as a result of Landlord’sfailure to performits maintenanceobligations under this StadiumLease or Landlord’s negligence or other breach of its obligations under this StadiumLease. Maintenanceshall not include cleanup and janitorial services for the Tenant’s Facilities. "Maintenanceand Capital Repair Work"is defined in Section 6.2.1. "Major League Team"means(i) any team that is a memberof the NFLor any successor organization or (ii) any team or organization whois, or whosemembersare, membersof any organization sanctioning professional rodeo events or any of their successor organizations and any other professional teamsor organizations involvedin any rodeo, riding or similar events. "McLane" is defined in Exhibit F. "Mechanic’sLien" is defined in Section 6.4. "Memorandum of Lease" means the short form memorandum of this Stadium Lease in the form attached hereto as Exhibit E containing (amongother information) the namesof the Parties, a description of the LeasedPremisesand Practice Facilities and the Lease Term. "METRO" meansthe Metropolitan Transit Authority of Harris County, Texas. "Mid-SeasonCommencement Extension Option" is defined in Section 3.2. "MiscellaneousClub Revenues"has the meaninggiven such term in the FundingAgreement. "Miscellaneous Revenues"has the meaninggiven such term in the Funding Agreement. "Mortgage"meansa mortgage, a deed of trust, a security agreementor any other type of security instrument pursuant to whicha Lien is granted to secure debt. Theterm "Mortgagee"shall be deemedto include the trustee and beneficiary under, and the party securedby, any such Mortgage. "NamingRights" has the meaninggiven such term in the NFLClub License Agreement. 17 "Net Worth" means, for any Person on any date of its determination, such Person’s consolidatedtotal assets on such date minussuch Person’sconsolidatedtotal liabilities on suchdate, all determined in accordance with GAAP after giving effect to the Transfer to such Person. Notwithstandingthe foregoing, for purposes of determining the Net Worthof any Person (i) the consolidated total assets of such Personshall be increased by the accumulatedamortizationof the original cost of any NFLfootball team ownedby such Personand (ii) in the event all of the record and beneficial equity interests of such Personare ownedby an individual, such Person’s consolidated total liabilities shall be reducedby the amountof the outstandingprincipal balanceof all unsecured loans by such individual to such Person. "NFL"meansthe National Football League, a not-for-profit association having its chief executive office currently located at 280 Park Avenue, NewYork, NewYork 10017 and any successor thereto. "NFLBroadcasting Lighting Requirements" meanssuch lighting requirements as maybe (i) customaryas of the date hereof for broadcastingand mediatransmissions of NFLFootball Games in ComparableFacilities and, (ii) customary from time to time for broadcasting and media transmissions of NFLFootball Gamesin ComparableFacilities, provided that nothing in this definition shall be construedto require Landlordto upgradelighting. "NFLClub License Agreement"meansthat certain NFLClub License Agreementdated as of the Effective Date by and betweenLandlord,as licensor, and Tenant, as licensee, as the samemay be amended,supplemented,modified, renewedor extended from time to time, in accordance with the terms thereof and the StadiumTri-Party Agreement. "NFLClub Recognition, Non-Disturbanceand Attornment Agreement"meansthat certain NFLRecognition, Non-Disturbanceand Attornment Agreementdated as of the Effective Date by and amongLandlord, Tenant and the County, as the samemaybe amended,supplemented,modified, renewedor extended from time to time. "NFL Football Game"means any pre-season, regular season, post-season, World Championship(Super Bowl)or other professional football gameplayed (including any Pro-Bowl Game)under NFLFootball Rules and Regulations in whichany NFLteam is a participant or teams madeup of NFLplayers are participants. "NFLFootball Rules and Regulations" meansthe constitution and bylaws of the NFLand the NFLManagement Council, including any amendments to such documentsand any interpretations of such documentsissued from time to time by the NFLCommissioner;all rules, regulations, practices and resolutions of the NFLor the NFLManagementCouncil; any existing or future agreements entered into by the NFLor the NFLManagementCouncil; and such other rules or policies as the NFL,the NFLManagement Council or the NFLCommissionermayissue from time to time that are withinthe issuing party’s jurisdiction. 18 "NFLFootball Season"meansthat period of time commencing on the day of the Team’sfirst Football HomeGame(including pre-season play, if any, other than those pre-season homegames played outside the jurisdictional limits of the County, City or Sports Authority) in any season scheduled by the NFLand ending on the day of the Team’slast Football HomeGame(including post-season play, if any) in such season. As of the Effective Date, each NFLFootball Seasonoccurs within Tenant’s Six MonthPeriod. "NFLManagementCouncil" meansthe not-for-profit association formed by the member clubs of the NFLto act as the representative of such memberclubs in the conduct of collective bargaining and other player relations activities of mutualinterest to such member clubs. "Non-Appropriation"has the meaninggiven such term in the StadiumTri-Party Agreement. "Non-CompetitiveConcerts" has the meaninggiven such term in the Stadium Tri-Party Agreement. "Non-Consumable Concessions"has the meaninggiven such term in the Stadium Tri-Party Agreement. "Non-RelocationAgreement"meansthat certain Non-RelocationAgreementdated as of the Effective Date by and betweenLandlord and Tenant, as the samemaybe amended,supplemented, modified, renewedor extended from time to time. "Parking Facilities" meansthe parking spaces situated on the ComplexGrounds that Landlordis required to furnish Tenantpursuant to Section 2.5.5 of this StadiumLeaseor any other agreementamongthe Landlord, Tenant and Rodeo, all of which parking spaces shall be located (i) within the boundarycurrently created by U.S. Interstate 610, Fannin, OldSpanishTrail and Main, and (ii) within those parkingspaces owned,leased or otherwisewithin the control of Landlord,the Countyor a CountyAffiliate whichare closest to the Stadium. "Parking Letter" meansthat certain Letter Agreement- Additional Parking Facilities and Tenant’s Practice Facilities Landdated Mayl7, 2001, betweenLandlord, Tenant and Rodeo. "Parking Tax" meansany Taxesimposedpursuant to Chapter 334 or 335 of the TexasLocal GovernmentCode on any motor vehicles parking on the ComplexGrounds. "Parties" is defined in the first paragraphof this StadiumLease. "Party_ AmbushMarketing" has the meaninggiven such term in the Stadium Tri-Party Agreement. "Payments"is defined in Section 4.1.1. 19 "Permitted Encumbrances"meansthose Encumbranceslisted in Exhibit B attached hereto to the extent, and only the extent, such Encumbrances are valid, subsisting and affect the Leased Premisesor, as applicable, the Practice Facilities as of the Effective Date. In addition, Permitted Encumbrances includes (i) any Liens securing any Project Financingso long as such Liens conform to the requirementsof Article 15 of this StadiumLease,and (ii) any utility easementsgrantedto third parties after the Effective Date, in the ordinary course of business, to service the Astrodomain Complex,provided that such easements do not adversely effect the rights of Tenant under the Principal Project Documents,or the intended use of the Leased Premises. Except as permitted pursuant to Section 2.2.1 of this StadiumLease, Permitted Encumbrancesshall not include any renewals, modifications, extensions, amendments or supplementsto any of the Encumbrances listed on Exhibit B. "Permitted Investments" means: (i) Obligationsof, or guaranteedas to interest and principal by, the UnitedStates of America or agencies thereof maturing not more than ninety (90) days after such investment; (ii) Openmarket commercial paper of any corporation incorporated under the laws of the UnitedStates of Americaor any State thereof and not an Affiliate of Tenant, whichpaper is rated "P-I" or its equivalent by Moody’sInvestors Service or "A-I" or its equivalent by Standard & Poor’s Ratings Group; (iii) Banker’s acceptancesand certificates of deposit issued by any bank or trust companyhaving capital, surplus and undivided profits of at least $500,000,000.00whose long-term debt is rated "A" or better by Standard& Poor’s Ratings Groupand A2or better by Moody’s Investors Service and maturingwithin ninety (90) days of the acquisition thereof; (iv) Moneymarket funds consisting solely (except that no morethan 10%thereof maybe held in cash) of obligationsof the type describedin clauses (i) through(iii) above the shares of such moneymarketfunds can be converted to cash within ninety (90) days; and (v) Suchother obligations or investmentsas maybe jointly approvedin writing by the Parties and the Rodeo. Paymentsunderthe instrumentsdescribedin clauses (i), (ii), (iii) and (iv) abovemaynot be to any variable other than the principal amountthereof and the fixed or floating interest rate thereon. "PermittedTransfer" is defined in Section 14.2. "Permitted Uses" is defined in Section 5.1. 20 "Person" meansany individual, corporation, partnership, joint venture, association, joint stock company,trust, limited liability company,unincorporated organization, Governmental Authorityor any other formof entity. "Personalty"is defined in Section 10.1.2. "Physical Obsolescence"and "Physically Obsolete"meansany equipment,fixture, furnishing, facility, surface, structure or any other componentof the LeasedPremises whichdoes not comply with applicable Governmental Rules or has becomedysfunctional due to defects in design, materials or workmanship or ordinary wear and tear other than as a result of Landlord’sfailure to performits Maintenanceobligations under this StadiumLease or Landlord’snegligence or other breach of its obligations under this Stadium Lease. For purposes of determining Physical Obsolescence or Physically Obsolete, any equipment,fixture, furnishing, facility, surface, structure or any other component shall be deemeddysfunctional if such equipment,fixture, furnishing, facility, surface, structure or any other componenthas deteriorated to a degree that cannot be remediedthrough Maintenance,unless due to Landlord’s negligence or other breach of its obligations under this Stadium Lease. "Playing Field" meansthe area within the Stadium upon which Football HomeGamesare played, including the area betweenthe end zones, the area within each end zone, and the area lying outside the side lines and end zones, as delineated on Exhibit A-3attached hereto, as samemaybe removed, replaced or covered for other Events and meeting the requirements of NFLRules and Regulationstherefor. "Pourage Rights" has the meaninggiven such term in the StadiumTri-Party Agreement. "Practice Facilities" meansthe Practice Facilities Land,and any practice fields, buildings, structures, parking areas and other improvementsnowor hereafter located thereon. ThePractice Facilities are not included in the LeasedPremises. "Practice Facilities Land"means,collectively, the Landlord’sPractice Facilities Landand the Tenant’sPractice Facilities Land,all as depicted on Exhibit A-5attached hereto. "Practice Session" is defined in Section 2.5.2(b)(i). "Prime Lease" means the Second Amendedand Restated Lease Agreement dated April 7, 1999, by and betweenthe County, as lessor, and Landlord, as lessee, wherebyLandlord leases the AstrodomainComplex,amongother property, including the Landlord’sPractice Facilities Land,the RodeoLandand the Additional Parking Land,from the County, as amendedby that certain First Amendment to Second Amendedand Restated Lease Agreementdated May17, 2001, by and between the Countyand Landlord as the samemaybe amended,supplemented, modified, renewed or extended from time to time in accordancewith the Recognition, Non-Disturbanceand Attomment Agreements. 21 "Principal Project Documents"meansthe Project Agreement,this StadiumLease, the Rodeo Lease, the RodeoLease Amendment, the Existing RodeoLease, the License Agreements,the NonRelocation Agreement,the Recognition, Non-Disturbanceand AttommentAgreements,the Funding Agreementand the Stadium Tri-Party Agreement, as the same maybe amended, supplemented, modified, renewedor extended from time to time. "Pro-Bowl Games"meansany professional football gameunder the auspices of the NFL betweenteams comprisedof active players from multiple NFLteams whoare selected or designated for participation on the basis of their skills or achievements. "Prohibited Uses"is defined in Section 5.2.1. "Project" has the meaninggiven such term in AppendixAof the Project Agreement. "Project Agreement"meansthat certain Project Agreementdated as of the Effective Date, by and amongLandlord, Tenant and Rodeo, as the samemaybe amended,supplemented, modified, renewedor extended from time to time. "Project Contractor" meansthe "Prime Construction Contractor" as defined in the Project Agreement. "Project Financing" means one or more loans and/or debt issues, together with all modifications, renewals, supplements,substitutions and replacementsthereof, the proceedsof which are used to finance or refinance the costs of the Project for whichLandlord,the Sports Authorityor the Countyis responsible under the Project Agreement,remaining after taking into account the proceeds of the Public Debt. "Project ImprovementsWork"has the meaninggiven such term in AppendixA of the Project Agreement. "Project Plans" has the meaninggiven such term in AppendixA of the Project Agreement. "Project Term"has the meaninggiven such term in AppendixA of the Project Agreement. "Property" meansany interest in any kind of property or asset, whetherreal, personal or mixed,or tangible or intangible. "PSL"meansa permanentseat license or charter seat license or similar agreementpermitting the holder thereof to purchasetickets to Football HomeGamesand Tenant Events(and other Events as maybe provided in the Stadium Tri-Party Agreement)for the type of seat in the Stadium described in such license. "PSLRevenues"is defined in Section 5.5. 22 "Public Debt" has the meaninggiven such term in the FundingAgreement. "Recognition, Non-Disturbanceand Attornment Agreements"means, collectively, the NFL Club Recognition, Non-Disturbance and AttommentAgreement and the Rodeo Recognition, Non-Disturbance and Attornment Agreement. "Recurring Events" has the meaning assigned to such term in the Stadium Tri-Party Agreement. "RegularArbitration" is defined in Section 1.1 of AppendixD. "RemedialPlan" is defined in Section 17.5. "ReplacementOption" is defined in Section 17.4.1. "Responsible Officer" meanswith respect to the subject matter of any certificate, representation or warrantyof any Personcontainedin this StadiumLease, a vice president or higher corporate officer of such Person(or in the case of the Sports Authorityor Landlord,a member of the Boardof Directors thereof, in the case of the County,a Countyofficial whohas been duly delegated duties by the Commissioner’s Court, and, in the case of a partnership, an individual whois a general partner of such Person or such an officer of a general partner of such Person) who,in the normal performance of his operational responsibility, would have knowledgeof such matter and the requirementswith respect thereto. "Reviewand Approvalor ConsentRights" is defined in Section 20.3.1. "ReviewingParty" is defined in Section 20.3.1. "Rodeo"meansthe HoustonLivestock Showand Rodeo, Inc., a not-for-profit corporation havingits chief executive office currently located at 2000South LoopWest, Astrohall, Northeast Comer,Houston, Texas 77054, and any successor thereto or permitted assignee under the Rodeo Lease. "RodeoEvents" has the meaninggiven to the term "Tenant Events" in the RodeoLease and Existing RodeoLease. "RodeoFacilities" has the meaninggiven to the term "Tenant’s Facilities" in the Rodeo Lease. "RodeoFestival" is defined in the RodeoLease. "RodeoLand" meansthe land depicted on Exhibit A-6. 23 "RodeoLease" meansthe HLSRStadiumLease Agreementdated as of the samedate as this Stadium Lease by and between Landlord and the Rodeo, as the same may be amended, supplemented, modified, renewed or extended from time to time in accordance with the terms thereof and the StadiumTri-Party Agreement. "Rodeo Lease Amendment"means that certain HLSR2001 Amendmentto Lease dated as of the samedate as this StadiumLease by and between Landlord and Rodeo, as the same maybe amended,supplemented,modified, renewedor extended from time to time not in conflict with the Principal Project Documents. "RodeoLicense Agreement"meansthat certain HLSRLicense Agreementdated as of the Effective Date by and betweenLandlord, as licensor, and the Rodeo,as licensee, as the samemay be amended,supplemented, modified, renewedor extended from time to time in accordance with the terms thereof and the StadiumTri-Party Agreement. "RodeoNon-Events"has the meaninggiven to the term "Tenant Non-Events"in the Rodeo Lease and the Existing RodeoLease. "RodeoRecognition, Non-Disturbanceand AttommentAgreement"meansthat certain HLSR Recognition, Non-Disturbanceand Attornment Agreementdated as of the Effective Date by and amongLandlord, Rodeoand the County, as the same maybe amended, supplemented, modified, renewedor extended from time to time. "Rodeo’sFF&E"meansthe furniture, fixtures, equipment,furnishings, machineryand all other componentsand personal property ownedby, or leased to, Rodeo(other than leased to Rodeo under the RodeoLease), together with all additions, alterations and replacementsthereof (whether replaced by Landlordor Rodeo), but excluding Landlord’sFF&E,Tenant’s FF&E,and any furniture, fixtures, equipment,furnishings, machineryand other componentsand personal property ownedor leased by any SpaceTenants(as such term is defined in the RodeoLease)(or sub-tenantsor licensees of the Rodeopermitted under the RodeoLease), licensees or invitees that mayfrom time to time be brought onto the Leased Premises. "Rodeo’sParking Spaces" meansthe "Tenant’s Parking Spaces" as such term is defined in the RodeoLease. Rodeo’sSix-MonthPeriod" meansthe six monthperiod with respect to the Rodeodescribed in clause (ii) of the definition of "Six-MonthPeriods" in the StadiumTri-Party Agreement, modified for a Super Bowlheld in the Stadiumin 2004as described in such definition. "Sales and Use Tax" meansany sales and use taxes imposedby the City, METRO or any other GovernmentalAuthority throughouttheir jurisdictions. "SameDayShows"is defined in Section 2.5.2(a)(i). 24 "Scoreboards" has the meaninggiven such term in the StadiumTri-Party Agreement. "Seasonal Commencement Extension Option" is defined in Section 3.2. "Seat Rights"is defined in Section 5.5. "SecondAudit" is defined in Section 4.4. "Service Rights" shall have the meaning given such term in the Stadium Tri-Party Agreement. "Signage" has the meaninggiven such term in the StadiumTri-Party Agreement. "Sky BoxSuites" has the meaninggiven such term in the StadiumTri-Party Agreement. "SpaceLease"meansa lease, sublease, license, concessionor other occupancyagreementfor the use or occupancyof space or the location of any business or commercialoperations in or on the LeasedPremisesor any part thereof on a TenantEvent/Game Dayor in or on the Practice Facilities at any time, but excludingany lease or sublease of the entire LeasedPremisesthat gives the Space Tenantexclusive possessory rights to the same. "Space Tenant" meansa tenant, occupant, licensee or concessionaire under or pursuant to a SpaceLease. "Special Events" has the meaninggiven such term in the StadiumTri-Party Agreement. "Sports Authority" meansHarris County-HoustonSports Authority, a sports and community venuedistrict created under Chapter 335 of the Texas Local GovernmentCode. "Spring Rodeo"is defined in the RodeoLease. "Stadium"meansthe approximately69,250-seat, retractable roof, natural grass or palletized grass football stadium currently knownas "The Harris CountyStadium"whichis to be constructed by Landlord within the AstrodomainComplex,in accordance with the Project Agreementand the Project Plans. Anyreference to Stadiumshall include any part or portion thereof unless the context otherwiserequires. "StadiumLease" meansthis NFLClub Stadium Lease Agreementdated as of the Effective Date by and betweenLandlord and Tenant, as the samemaybe amended,supplemented,modified, renewedor extended from time to time in accordance with the terms hereof and the terms of the Stadium Tri-Party Agreement. 25 "Stadium Tri-Partv Agreement"meansthat certain Stadium Tri-Party Agreementdated as of the Effective Date, by and amongLandlord, Tenant and the Rodeo, as the samemaybe amended, supplemented,modified, renewedor extended from time to time. "Stub Period" is defined in Section 3.1. "SubmittingParty" is defined in Section 20.3.1. "Substantial Completion"has the meaninggiven such term in AppendixA to the Project Agreement. "Substantial CompletionDate" has the meaninggiven such term in AppendixA to the Project Agreement. "Substantially All of the Improvements" has the meanings given such term in (i) Section12.3.4 of this StadiumLeasewith respect to any Casualtyand (ii) Section 13.2.2 of this Stadium Lease with respect to any CondemnationAction. "Suites" meansthe private, enclosedsuites to be constructed by Landlordwithin the Stadium in accordance with the Project Plans (including any and all of the Halo Suites and the SkyBox Suites)~ each comprisedof a furnished, enclosed, climate-controlledloungearea, a private restroom (in somecases), and an open, covered, private deckwith seats facing the PlayingField. "Super Bowl" means the NFLWorld Championship Game. "Super BowlHost Committee"meansHoustonSports Task Force, Inc. and its successors and assigns. "Targeted Tax" means(i) any AdmissionsTaxes or Parking Tax that exceeds the limits specified in the definition of MiscellaneousClub Revenues,(ii) any Facility UseTaxand (iii) Taxby the Sports Authorityor Countynot in effect on the Effective Datethat, either by its termsor the effect of its application, is not of generalapplicationbut rather is directedat (a) Tenant,(b) Rodeo, (c) any other Major League Teamor any Major League Tem’n’s spectators, members participants with respect to activities at or related to any VenueProject that includes the Leased Premisesor the Practice Facilities, or (d) the activities on the LeasedPremisesor the Practice Facilities or any VenueProject that includes the LeasedPremisesor the Practice Facilities or the revenuesderived therefrom. Notwithstandingthe foregoing, Sales and UseTaxesshall not constitute Targeted Taxes. "Tax" meansany tax, assessment, levy or similar charge. "Team"meansthe NFLteam ownedby Tenant pursuant to the rights granted to it as a NFL franchisee under the Franchise. 26 "Tenant"has the meaninggiven such term in the first paragraphof this StadiumLeaseor any successorownerof the LeaseholdEstate pursuant to the requirementsof Article 14 or Section 16.2.2 of this StadiumLease. "TenantCasualty ProceedsRatio" means(i) the sumof all amountsapplied to the principal of the Public Debt from the GuaranteedPayments,plus all PSLRevenuesapplied toward the cost of development, construction or improvementof any part of the AstrodomainComplex,plus all other amounts contributed or paid by or on behalf of Tenant and used in the development, construction or improvementof any part of the AstrodomainComplex,including FF&Eand soft costs, divided by (ii) the sumof all costs of development,construction and improvementof the Astrodomain Complexrelated to the Stadium, including FF&Eand soft costs, but excluding financing costs, costs incurred in the issuance of the Public Debt, capitalized interest and legal expenses. "TenantDefault" is defined in Section 17.1.1. "Tenant Delay" meansany delay by Tenant in achieving any deadlines for performanceof obligations under this StadiumLease. "Tenant Event" meansthe five (5) events (which are not Tenant Non-Events)per Lease that Tenant or any Affiliate of Tenantis permitted to schedule, sponsor or promotein the Leased Premises, other than Football HomeGamesand TenantNon-Events,pursuant to Sections 2.5.2(a)(ii) and 2.5.4 of this StadiumLease. "Tenant Event Day" meansany day on which a Tenant Event is Booked. "Tenant Event/GameDay" meansany day which is a GameDay or a Tenant Event Day. "Tenant Financing" means one or more loans and/or debt issues, together with all modifications, renewals, supplements,substitutions and replacementsthereof, the proceedsof which are used to finance or refinance the costs of the Franchise, any of Tenant’sFF&E,or the operations of Tenant. Tenant Financing includes a Tenant Mortgage. "TenantMortgage"meansa Mortgagecovering and encumberingall or a portion of Tenant’s rights, title and interests in the LeaseholdEstate. "TenantMortgagee’;meansthe Mortgageenamedin any Mortgagethat is a Tenant Mortgage, the beneficiary namedin any deed of trust that is a Tenant Mortgageor the holder of any lien or security interest namedin any other security instrument that is a TenantMortgage. "TenantNon-Events"is defined in Section 2.5.2(b). "Tenant Non-EventParking Spaces" is defined in Section 2.5.5(d). 27 "TenantRepresentative" is defined in Section 1.4. "Tenant’sAutoPolicy" is defined in Section 9.1.4. "Tenant’sBuilder’s All Risk Policies" is definedin Section 9.1.4(d). "Tenant’s Excess/UmbrellaPolicy" is defined in Section 9.1.4(c). "Tenant’s ExpandedFacilities" meansan undivided38,949net square feet of area within the Tenant’sFacilities. "Tenant’s Facilities" meansTenant’s offices, administrative space, locker rooms, workout rooms,training rooms, dressing rooms, showerspace and ancillary facilities contained within the Stadiumand designed, constructed and finished in accordancewith the Project Agreement,and as depicted on the Project Plans and generally depicted on Exhibit A-8attached hereto, and includes the Tenant’sOriginal Facilities and the Tenant’sExpandedFacilities. "Tenant’s FF&E"meansthe furniture, fixtures, equipment,furnishings, machineryand all other componentsand personal property ownedby, or leased to, Tenant (other than that leased to Tenantunder this StadiumLease), together with all additions, alterations and replacementsthereof (whether replaced by either Party), but excluding Landlord’s FF&E,Rodeo’s FF&E,and any furniture, fixtures, equipment,furnishings, machineryand other componentsand personal property ownedor leased by any SpaceTenants(or sub-tenantsor licensees of Tenantpermitted under the this Stadium Lease), licensees or invitees that mayfrom time to time be brought onto the Leased Premises. "Tenant’sGLPolicy" is defined in Section 9.1.4(a). "Tenant’sOriginal Facilities" meansTenant’sFacilities less Tenant’sExpandedFacilities. "Tenant’s Parking Spaces" meanstwo hundred(200) parking spaces depicted on Exhibit A-7 attached hereto. "Tenant’sPractice Facilities Land"meansall of the land described on Exhibit A-9. "Tenant’sProperty_ InsurancePolicy" is defined in AppendixF. "Tenant’s RemedialWork"is defined in Section 6.5. "Tenant’sSelf-HelpRights’ is defined in Section 17.5. "Tenant’s Six-MonthPeriod" meansthe six month period with respect to the Teamas described in clause (i) of the definition of"Six-MonthPeriods" in the StadiumTri-Party Agreement, as modifiedfor a Super Bowlheld in the Stadiumin 2004as described in such definition. 28 "Tenant’s Workers’CompensationPolicy" is defined in Section 9.1.4(b) "TexasGeneralArbitration Act" is defined in Section 1.1 (b) of A p_pendixD. "Transfer" is defined in Section 14.1. "UntenantableCondition" meansthe existence of any one of the following conditions but only to the extent the sameis not the direct proximateresult of the negligence or the willful misconductof Tenantor its agents or contractors or the failure of Tenantto performits obligations as required under this StadiumLease: (i) Thecondition of the Stadiumis such that the playing of NFLFootball Gamesis not permitted under NFLFootball Rules and Regulations; (ii) The use or occupancyof the Stadium for a Football HomeGameor a Tenant Event is not permitted under applicable Governmental Ruleor is restricted in any material respect under applicable Governmental Rule or as a result of a Condemnation Action, including, but not limited to, denial of access; (iii) Theuse or occupancyof thirty-five percent (35%)or moreof any of the manifested seating areas within the Stadiumby Tenantis restricted or suchseats are unusableor are subject to a material restriction on access, whetheras a result of a Condemnation Action or otherwise; (iv) Less than 22,000 parking spaces (less the Tenant’s Parking Spaces, the Landlord’s Parking Spaces, the Rodeo’sParking Spaces and the Astroworld’s Parking Spaces) are available to Tenant within the ComplexGroundson a GameDay for Tenant’s exclusive use. (v) The Teamis unable to play a Football HomeGamein the Stadium by reason of a lock-out implementedby Landlord, the County, any CountyAffiliate or the Complex Manager,or a strike causedby Landlord’s,the County’s,any CountyAffiliate’s or the ComplexManager’s work forces. "Utilities" meanswaterand sewer,electricity, gas, chilled water, telephone,cable, data lines and other utility services customarilysuppliedto or used fromtime to time in Comparable Facilities. "VenueProject" meansany "approvedvenueproject," "sports and communityvenueproject" or "venue project" under Chapters 334 or 335 of the Texas Local GovernmentCode. "VenueProject Fund"meansthe venueproject fund established by the Sports Authority for the Leased Premises and the Practice Facilities pursuant to Chapter 335 of the Texas Local Government Code. 29 APPENDIX B TO STADIUM LEASE RULES AS TO USAGE (1) "Include," "includes" and "including" shall be deemedto be followed by "without limitation" whetheror not they are in fact followedby such wordsor wordsof like import. (2) "Writing," "written" and comparableterms refer to printing, typing, and other means of reproducingin a visible form. (3) Anyagreement, instrument or GovernmentalRule defined or referred to in this Stadium Lease meanssuch agreement or instrument or GovernmentalRule as from time to time amended,modifiedor supplemented,including (in the case of agreementsor instruments) by waiver or consent and (in the case of GovernmentalRules) by succession of comparable successor GovernmentalRules and includes (in the case of agreementsor instruments) references to all attachments thereto and instruments incorporated therein. (4) Referencesto a Personare also to its permitted successorsand assigns. (5) Any term defined in this Stadium Lease or any of the other Principal Project Documentsby reference to any agreement, instrument or GovernmentalRule has such meaning whetheror not such agreement,instrument or GovernmentalRule is in effect. (6) "Hereof," "herein," "hereunder" and comparable terms refer, unless otherwise expressly indicated, to the entire agreementor instrument in whichsuch terms are used and not to any particular article, section or other subdivision thereof or attachmentthereto. Referencesin an instrument to "Article," "Section," "Subsection" or another subdivision or to an attachmentare, unless the context otherwise requires, to an article, section, subsection or subdivision of or an attachment to such agreement or instrument. All references to exhibits or appendices in any agreementor instrument that is governedby this AppendixB are to exhibits or appendicesattached to such instrument or agreement. (7) Pronouns, wheneverused in any agreement or instrument that is governed by this AppendixB and of whatevergender, shall include natural Persons, corporations, limited liability companies,partnerships and associations of every kind and character. (8) References to any gender include, unless the context otherwise requires, references to all genders. (9) The word"or" will have the inclusive meaningrepresented by the phrase "and/or." (10) "Shall" and "will" have equal force and effect. (11) Unlessotherwisespecified, all references to a specific time of day shall be based upon Central Standard Timeor Central Daylight Savings Time, as applicable on the date in question in Houston, Texas. (12) of America. Referencesto "$" or to "dollars" shall meanthe lawful currencyof the UnitedStates (13) or delayed. The words "unreasonablywithheld" shall meanunreasonablywithheld, conditioned (14) Wheneverthe context mayrequire, the singular form of nouns, pronounsand verbs shall include the plural, and vice versa. 2 APPENDIX C TO STADIUM LEASE ADDRESSES FOR PAYMENTSAND NOTICES A. LANDLORD: HARRIS COUNTY SPORTS & CONVENTION CORPORATION (1) Landlord’sAddressfor Payments:Except as providedin the FundingAgreementwith respect to the Guaranteed Paymentand the Additional Guaranteed Payment, all paymentsto Landlordshall be delivered to the Landlordat the following address: Harris County Sports & Convention Corporation 8400 Kirby Drive, Gate 5 Houston, Texas 77054 Attention: Executive Director with sufficient informationto identify the source and application of such funds. (2) Landlord’sAddressfor Notices: All notices to Landlordshall be sent to: Harris County Sports & Convention Corporation 8400 Kirby Drive, Gate 5 Houston, Texas 77054 Attention: Executive Director Facsimile Number:(713) 799-9839 with copies of all notices to Landlordbeingsent to: City of Houston, Texas Office of City Attorney 900 Bagby, 4th Floor Houston, Texas 77002 Attention: City Attorney Facsimile Number:(713) 247-1017 and Harris County, Texas Office of CountyAttorney 1019 Congress, 15th Floor Houston, Texas 77002 Attention: County Attorney Facsimile Number:(713) 755-8924 B. TENANT: HOUSTONNFL HOLDINGS, L.P. (1) Tenant’sAddressfor Payments:All paymentsto Tenantshall be’ delivered to Tenant at the followingaddress: Houston NFLHoldings, L.P. 711 Louisiana, 33rd Floor Houston, Texas 77002-2716 Attention: Chief Financial Officer with sufficient informationto identify the source and application of such funds. (2) Tenant’sAddressfor Notices: All notices to Tenantshall be sent to: Houston NFLHoldings, L.P. 711 Louisiana, 33rd Floor Houston, Texas 77002-2716 Attention: Robert C. McNair Facsimile Number:(713) 336-7778 with copies of notice to Tenantbeing sent to: Houston NFLHoldings, L.P. 711 Louisiana, 33rd Floor Houston, Texas 77002-2716 Attention" Stephen W. Patterson Facsimile Number:(713) 336-7791 and Winstead Sechrest & Minick P.C. 910 Travis Street Suite 2400 Houston, Texas 77002 Attention: Denis Clive Braham Facsimile Number:(713) 650-2400 2 APPENDIX D TO STADIUM LEASE ARBITRATION PROCEDURES Section 1. Arbitration. 1.1. Regular Arbitration. Except for Disputes or Controversies that are required to be resolved by Fast-Track Arbitration (as set forth in Section 1.2 of this Appendix),binding arbitration of Disputes and Controversies shall be conducted in accordance with the following procedures ("Regular Arbitration"): (a) TheParty seeking arbitration hereundershall request such arbitration in writing, which writing shall be delivered to the opposing Party and include a clear statementof the matter(s) in dispute. Ifa legal proceedingrelating to the matter(s) in dispute has previously been filed in a court of competentjurisdiction (other than a proceedingfor injunctive or ancillary relief) then such notice of election under this paragraphshall be delivered within ninety (90) days of the date the electing Party receives service of process in such legal proceeding.Exceptto the extent providedin this AppendixD, the arbitration shall be conducted in accordance with the CommercialRules of the AmericanArbitration Associationby a single arbitrator to be appointeduponthe mutualagreementof the Parties within twenty(20) days of the date the written request for arbitration wasdelivered to the opposingParty; providedhowever,that during the BondInsurancePeriod, the Parties shall, instead of selecting a single arbitrator by mutualagreement,agree to a list of three (3) arbitrators within twenty (20) days of the date the written request for arbitration was delivered to the opposing Party and submit such list to the BondInsurer, and the Bond Insurershall then havethe right to select the single arbitrator fromsuchlist; providedfurther, however,that in the eventthat the BondInsurer shall fail to select the single arbitrator from suchlist withinten (10) daysfromthe date that the Parties shall havesubmittedtheir list three (3) arbitrators to the BondInsurer, then the Parties shall be entitled to mutuallyagree as to any single arbitrator withoutinvolvingthe BondInsurer. In order to facilitate any such appointment,the Party seeking arbitration shall submita brief description (no longer than two (2) pages) of the Dispute or Controversyto the opposing Party and, during the Bond InsurancePeriod, the BondInsurer. In the event the Parties are unable to agree on a single arbitrator or, during the BondInsurance Period, a list of three (3) arbitrators within the twenty (20) day period, then the arbitrator shall be appointed by the then-serving administrative judge of the civil trial division of Harris County,Texasor any successor thereto within the next ten (10)day period. The Party seeking arbitration shall makethe Parties’ request for appointmentof an arbitrator and furnish a copy of the aforesaid description of the Dispute or Controversyto said judge. EachParty and, during the Bond InsurancePeriod, the BondInsurer, maysubmit, but shall not be required to, submitto said judge a list of up to three (3) qualified individuals as candidates for appointmentas the arbitrator whoseschedulespermit their service as arbitrator within the time periods set forth herein. Thearbitrator appointedby the judge neednot be fromsuch lists. (b) Within thirty (30) days of the date the arbitrator is appointed, arbitrator shall notify the Parties in writing of the date of the arbitration hearing, which heating date shall be not less than one-hundredtwenty (120) days from the date of the arbitrator’s appointment.Thearbitration heating shall be held in Houston,Texas. Except as otherwise provided herein, the proceedings shall be conductedin accordance with the procedures of the Texas General Arbitration Act, TEX. CIV. P~c. & REMEDIES CODE §§ 171.001 et seq. (the "Texas General Arbitration Act"). Depositions maybe taken and other discovery maybe madein accordance with the Texas Rules of Civil Procedure, providedthat (i) depositions and other discoveryshall be completedwithin ninety (90) of the appointment of the arbitrator, (ii) there shall be no evidenceby affidavit allowed,and (iii) each Party shall disclose a list of all documentary evidenceto be used and a list of all witnesses and experts to be called by the Party in the arbitration hearing at least twenty (20) daysprior to the arbitration heating. Thearbitrator shall issue a final ruling withinthirty (30) daysafter the arbitration hearing. Anydecision of the arbitrator shall state the basis the award and shall include both findings of fact and conclusions of law. Anyaward rendered pursuant to the foregoing, which mayinclude an award or decree of specific performancehereunder, shall be final and bindingon, and nonappealableby, the Parties and judgmentthereon maybe entered or enforcementthereof sought by either Party in a court of competentjurisdiction. Theforegoing deadlines shall be tolled during the period that no arbitrator is serving until a replacementis appointedin accordancewith this AppendixD. (c) Notwithstanding the foregoing, nothing contained herein shall deemedto give the arbitrator appointed hereunder any authority, poweror right to alter, change, amend,modify,waive, add to or delete from any of the provisions of this Stadium Lease. (d) In determiningthe terms and conditions of the resolved subjects, the arbitrators mayconsider (i) the terms and conditions applicable to other NFLfranchisees; (ii) the physical capacity of the Stadium,(iii) the rights of the Rodeoor other tenants licensees to the Stadium;(iv) the objective of providinga high level of service and amenities to Tenant;(v) the interest of spectators in havinga modern,efficient, safe, comfortableand convenientstadiumin whichto viewfootball games;(vi) the cost of providingthe disputed item and anticipated revenuetherefrom, and howsuch cost is borne or shared and howsuch revenue is shared by other NFLfootball stadia and their NFLtenants or licensees; and (vii) any other similar factors. 1.2 Fast-TrackArbitration. (a) Within sixty (60) days following the Effective Date, Landlord Tenantshall agree uponan independentthird party mutuallyacceptable to both Parties (the "Fast-TrackArbitrator") and an alternate third party (the "Alternate") to decide Disputes Controversies required by this StadiumLease to be resolved by Fast-Track Arbitration; provided, however, that during the BondInsurance Period, the Parties shall, instead of selecting the Fast-TrackArbitrator and the Alternate by mutualagreement,agree to a list of five (5) arbitrators within sixty (60) days followingthe Effective Date and submitsuch to the BondInsurer, and the BondInsurer shall then havethe right to select the Fast-Track Arbitrator and the Alternatefromsuch list; providedfurther, however,that in the event that the BondInsurer shall fail to select the Fast-TrackArbitrator andthe Alternatefromsuchlist within twenty(20) days fromthe date that the Parties shall havesubmittedtheir list of five (5) arbitrators to the BondInsurer, then the Parties shall be entitled to mutuallyagree to any Fast-Track Arbitrator and Alternate without involving the BondInsurer. Within sixty (60) days of the fitth (5th) anniversaryof the Effective Dateand each successivefifth (5th) anniversary thereafter during the Lease Term, Landlordand Tenant shall again agree upon independent third parties to be the Fast-Track Arbitrator and the Alternate; provided, however,that the Parties shall earlier agree on a replacementFast-TrackArbitrator and/or the Alternate if the existing Fast-Track Arbitrator and/or the Alternate shall become unavailable in the reasonable opinionof a Party; providedfurther, however,that during the BondInsurancePeriod, the Parties shall, instead of selecting the Fast-TrackArbitrator and the Alternate, as applicable, by mutualagreement,agreeto a list of five (5) arbitrators within sixty (60) days of the fifth (5th) anniversary of this StadiumLease then in question submitsuch list to the BondInsurer, and the BondInsurer shall then havethe right to select the Fast-Track Arbitrator and the Alternate, as applicable, from such list and if the Bond Insurer shall fail to select the Fast-TrackArbitrator and the Alternate, as applicable, from suchlist withintwenty(20) daysfromthe date that the Parties shall havesubmittedtheir list of five (5) arbitrators to the BondInsurer, then the Parties shall be entitled to mutuallyagree to any Fast-TrackArbitrator and Alternate, as applicable, withoutinvolvingthe BondInsurer. If (i) the Parties are unableto agree on a third party to serve as the Fast-TrackArbitrator the Alternate, (ii) during the BondInsurancePeriod, the Parties are unableto agree on a list of five (5) arbitrators to submitto the BondInsurer or (iii) if the Fast-TrackArbitrator Alternate are unable or fail to act in such capacities, any Disputeor Controversyshall be referred to RegularArbitration pursuant to Section 1.1 of this AppendixD. (b) Arbitration knownas "Fast-Track Arbitration" shall be conducted in accordance with the following procedures. If the Dispute or Controversy involves the alleged failure, or alleged potential failure, of Landlordto operate, Maintainor repair the LeasedPremisesas required under this StadiumLease, either Party mayrefer a Dispute or Controversyto Fast-Track Arbitration instead of RegularArbitration by providing written notice to the Fast-TrackArbitrator and the other Party. Suchnotice shall include a clear statement of the matter(s) in dispute and a brief description (no longer than two (2) pages) of the Disputeor Controversy.Ifa Party gives written notice of the referral of such Dispute or Controversyto Fast-TrackArbitration, the other Party shall be boundto enter into FastTrackArbitration as providedin this Section 1.2 and maynot resort to RegularArbitration under the proceduresof Section 1.1 of this AppendixDexcept for last sentenceof 1.2(a) and 1.2 (c). TheParties mayalso mutuallyagree to Fast-TrackArbitration for any other Dispute or Controversy(in addition to those involvingoperation, Maintenance or repair of the Leased Premises)by providingjoint written notice to the Fast-TrackArbitrator. In the event that the Fast-Track Arbitrator is unavailable to resolve the Dispute or Controversywithin the time period stated in the next sentence, the Dispute or Controversyshall be referred to the Alternate. TheFast-TrackArbitrator or the Alternate, as the case maybe (the "arbitrator"), shall be directed to resolvethe Disputeor Controversy withinfifteen (15) daysof the referral. Thearbitrator shall diligently endeavorto resolve the Dispute or Controversywithin such fifteen (15) day time period, taking into account the circumstancesrequiring an expeditious resolution of the matter. The Parties shall cooperate in goodfaith in providing to the arbitrator any information reasonably neededto resolve the Dispute or Controversy. The arbitrator’s decision shall be set forth in a written decision. Unlessa Party gives written notice of dissatisfaction with the decision (as permitted under Section 1.2(c) of this AppendixD), the decision of the arbitrator shall be final and binding upon and nonappealable by the Parties and judgment thereon maybe entered or enforcement thereof sought by either Party in a court of competentjurisdiction. Thecosts and expensesof the arbitrator shall be shared equally by the Parties, and the additional incidental costs of arbitration shall be paid for by the non-prevailingParty in the arbitration; provided,however, that wherethe final decision of the arbitrator is not clearly in favor of either Party, such incidental costs shall be shared equally by the Parties. (c) Thedecisionof the arbitrator underthis Section1.2 shall be final and bindingon the Parties unless written notice of dissatisfaction with the decision is given by one Party to the other Party withinfifteen (15) days of the date of the written decisionof the arbitrator, in whichevent the Party giving such notice mustrefer the Disputeor Controversy to Regular Arbitration pursuant to Section 1.1 of this AppendixD. Section 2. Further Qualifications of Arbitrators; Conduct.Every person nominatedor recommended to serve as an arbitrator shall be and remainat all times neutral and whollyimpartial, shall be experiencedand knowledgeablein the substantive laws applicable to the subject matter of the Dispute or Controversyand shall havesubstantial experiencewith leases of multi-purposepublic sports and entertainmentfacilities by public entities to professional sports teams. All arbitrators shall, uponwritten request by either Party, providethe Parties with a statement that they can and shall decide any Dispute or Controversyreferred to themimpartially. Noarbitrator shall currently be employedby either Party, the City, the Sports Authority or the County, the NFL,any member team of the NFL,the Rodeoor the BondInsurer, or have any material financial dependenceupon a Party, the City, the Sports Authority or the County, the NFL,any memberteam of the NFL,the Rodeoor the BondInsurer, nor shall any arbitrator haveany material financial interest in the Dispute or Controversy.Further, all arbitrators must meetthe qualifications and adhere to the standards of Sections 154.052 and 154.053 of Chapter 154, TEXAS CIVILPRACTICE ANDREMEDIES CODE. Section 3. ApplicableLawand Arbitration Act. The agreementto arbitrate set forth in this Appendixshall be enforceable in either federal or state court. The enforcement of such agreementand all proceduralaspects thereof, including the construction and interpretation of this agreementto arbitrate, the scopeof the arbitrable issues, allegations of waiver,delay or defensesas to arbitrability and the rules (except as otherwiseexpressly providedherein) governingthe conduct 4 of the arbitration, shall be governedby and construedpursuant to the TexasGeneralArbitration Act. In deciding the substance of any such Dispute or Controversy, the arbitrator shall apply the substantive laws of the State of Texas. Thearbitrator shall haveauthority, powerand right to award damagesand provide for other remediesas are available at law or in equity in accordancewith the laws of the State of Texas,except that the arbitrator shall haveno authority to awardincidental or punitive damagesunder any circumstances (whether they be exemplarydamages,treble damagesor any other penalty or punitive type of damages)regardless of whethersuch damagesmaybe available underthe laws of the State of Texas.TheParties herebywaivetheir right, if any, to recoverpunitive damagesin connection with any arbitrated Dispute or Controversy. Section 4. Consolidation. If the Parties initiate multiple arbitration proceedings, the subject matters of whichare related by common questions of law or fact and whichcould result in conflicting awardsor obligations, then the Parties hereby agree that all such proceedingsmaybe consolidatedinto a single arbitral proceeding. Section 5. Pendencvof Dispute; Interim Measures. The existence of any Dispute or Controversyeligible for referral or referred to arbitration hereunder,or the pendencyof the dispute settlement or resolution proceduresset forth herein, shall not in and of themselvesrelieve or excuse either Party fromits ongoingduties and obligations under this StadiumLeaseor any right, duty or obligation arising herefrom;provided, however,that during the pendencyof arbitration proceedings and prior to a final award,uponwritten request by a Party, the arbitrator mayissue interim measures for preservation or protection of the status quo. Section 6. CompleteDefense. The Parties agree that complianceby a Party with the provisions of this Appendixshall be a completedefenseto any suit, action or proceedinginstituted in any federal or state court, or beforeany administrativetribunal by the other Party with respect to any Disputeor Controversywhichis subject to arbitration as set forth herein, other than a suit or action alleging non-compliancewith a final and binding arbitration awardrendered hereunder. APPENDIX E TO STADIUM LEASE INSURANCE PLAN ADDITIONAL REQUIREMENTS 1. Landlord’s Property Insurance Policy a. Coverageshall also include, as obtainable on commerciallyreasonable terms: i. Courseof construction ii. Property in course of construction, renovation, installation, assembly iii. Businessinterruption including loss of rents iv. Building ordinance construction/demolition v. Propertyin transit vi. Foundations,retaining walls, fences vii. Building glass viii. Signs, flagpoles, light standards, outdoorfixtures ix. Improvementsand betterments x. Mobileequipmentand all property for maintenanceor service of the property xi. Pollutant clean up and removal xii. Off premises power/utility coverage xiii. Sinkhole collapse xiv. Ingress/Egress xv. Valuable papers and records xvi. Accountsreceivable and law coverage/increased erection, cost of xvii. Broad form namedinsured xviii. Unintentionalerrors and omissionsin application, reporting, description 2. Electrical data processing equipment,mediaand extra expense xx. Boiler and machinery Coverage Landlord’sand Tenant’s Builder’s All Risk Policies a. 3. xix. Coverageshall also include, as obtainable on commerciallyreasonable terms: i. Demolitionand removalof debris (including from demolition occasioned by condemnationand any other enforcement of GovernmentalRules) ii. Inlandtransit iii. Automaticreinstatement of suminsured iv. False work v. Changeof Governmental Rules vi. Permission to Occupyendorsementbroad enoughto permit Tenant and the Rodeoto occupythe Stadium. vii. Soft Costs viii. Testing ix. Loss of Rents Landlord’s GLPolicy and Tenant’s GLPolicy a. Coverageshall also include, as obtainable on commerciallyreasonable terms, the following endorsements: i. Premisesand operations coveragewith no exclusions for explosion, collapse and underground property damage ii. Owners’and contractors’ protective coverage iii. Blanket contractual liability coverage with the personal injury exclusion deleted 2 b. iv. Personal injury and advertising injury v. Host/liquorlegal liability vi. Broad form property damagecoverage vii. Incidental medicalmalpracticeliability viii. Cross liability endorsement ix. Hoists and elevators or escalators, if exposureexists x. Completed operations and products liability coveragefor a period of five (5) years after Final Completion(as defined in the Project Agreement)of all Project ImprovementsWork(but only as to Landlord’s GLPolicy) xi. Pollution (fromhostile fire) xii. Blanket additional insured whererequired by written contract xiii. Inadvertent errors and omissionsin application, reporting, description xiv. Revisednotice of claim requirement(to risk manageror executive officer) xv. Broad form namedinsured xvi. Specific waiverof subrog~ationin favor of Tenant Minimumlimits: $1,000,000 2,000,000 5,000,000 2,000,000 50,000 Each Occurrence Personal and Advertising Injury CompletedOperations Aggregate General Aggregate/all insureds Fire LegalLiability These limits may be provided by a combination of the GL Policy and the Umbrella/ExcessPolicy. c. Deductibleor self-insured retention not to exceed: $250,000any one accident for bodily injury, death and property damage 3 4. Landlord’s Workers’ Compensation Policy and Tenant’s Workers’ CompensationPolicy (statutory workers’compensationcoverage and employersliability) a. Extensions of coverage: i. Other States endorsement ii. Voluntarycompensation,if exposure exists iii. United States Longshoreman’sand HarborWorker’sAct, if exposure exists iv. Jones Act, if exposureexists v. Ninety (90) day notice of cancellation, non-renewalor material change coverage vi. Amendment of notice of occurrence b. Specific waiver of subrogation in favor of Landlord and Tenant. c. Deductibleor self-insured retention not to exceed: $250,000any one accident for bodily injury, death or property damage d. Alternate EmployerEndorsementin favor of Tenant with respect to the workers compensation policy 4 APPENDIX F TO STADIUM LEASE PRACTICE FACILITIES TERMS AND CONDITIONS A. Use. Tenantis herebygranted by Landlordthe exclusive use of the Practice Facilities Landduring the LeaseTerm(subject to Landlord’slimited use of the Practice Facilities for youth programson non-conflictingdays). Tenantshall have the right to use the Practice Facilities for an athletic practice and training facility and administrativeoffices, together with suchother uses as may be reasonablyrelated to same,such as by wayof example,but not limited to: (i) the retail sale merchandiserelated to the NFL,Tenant, Rodeo(if approvedby the Rodeo), Football HomeGame, TenantEvent or other use of the LeasedPremisesor Practice Facilities permitted under, or which does not conflict with, the StadiumLease or any of the provisions of the other Principal Project Documents; (ii) the preparation and sale of food and beveragesrelated to or during permitted use Practice Facilities; (iii) the sale of admissiontickets to events, practices and scrimmages to be held by the Teamat the Practice Facilities; and (iv) the hosting of public functions or meetings. The Practice Facilities shall not be used (a) as a location for commercialbillboards to be leased licensed to third parties, except as otherwiseexpressly providedin the Principal Project Documents, or to be used in contravention of any provisions of the Principal Project Documents,or (b) for permanent,year-round, general retail (as opposedto the sale of the merchandisedescribed above) or restaurant use opento the general public on a daily basis, without Landlord’swritten consent, whichconsent will not be unreasonablywithheld; provided, however,the Practice Facilities maybe used for operation of the Franchise, Teampractices, operation of a teamstore (not the sameas the Joint Club/RodeoStore) and for other Team-relateduses and events, including the sale of food and beverages at any Team-relatedevent. B. Utilities. Tenantshall pay or cause to be paid all chargesfor the use of Utilities at the Practice Facilities. C. Expensesand Revenues.During the Lease Term, Tenant shall maintain, at its cost and expense,the Practice Facilities in a goodstate of repair and maintenance,loss by fire or other casualty, ordinary wear and tear, depreciation and obsolescenceexcepted. Landlordshall reimburse Tenant for the cost of any repairs or maintenanceto the Practice Facilities necessary due to Landlord’suse of the Practice Facilities for youthprogramswithinthirty (30) daysof Tenant’swritten request therefor detailing such costs. Tenant shall be entitled to all revenuesderived from the PracticeFacilities. D. Improvements.Tenant shall have the right to construct improvementson the Practice Facilities Landand to makeany alterations, additions or replacementsto any improvements located within the Practice Facilities at any time and from time to time during the Lease Termas Tenant deemsnecessary or appropriate (subject to the restrictions on use set out herein) without the necessity of obtaining the consent of Landlord, provided that sameshall be consistent with the permitted uses set forth in Section A of this AppendixF. Duringthe Lease Term,unless otherwise agreed betweenthe Parties, Tenantshall pay all costs of such improvements,alterations, additions or replacements and shall promptly discharge all Mechanic’s Liens relating thereto. All improvements and all fixtures (except for trade fixtures) whichare built into, permanentlyattached or affixed to such improvements,shall be incorporatedinto and be a part of the Practice Facilities ownedby Landlord, unless otherwise agreed betweenthe Parties, and, upon the Lease Expiration Date, shall remainpart of the Practice Facilities; provided, however,any of Tenant’s FF&E located at the Practice Facilities shall not be deemeda part of the Practice Facilities and maybe removedby Tenant so long as Tenant repairs any damagecaused by such removal. All improvementsand fixtures constructedor installed on the Practice Facilities by or on behalf of Tenantshall be operated and maintainedby Tenant, at its expense, in a first class condition comparableto any NFLpractice facilities constructed within two(2) years before the Effective Date. E. Insurance. In addition to the insurancepolicies required to by carried by Tenantunder Section 9.1 of the StadiumLease, Tenant shall, at its sole cost and expense, obtain, keep, and maintainor cause to be obtained, kept, and maintained,an "All Risk" property insurancepolicy (the "Tenant’sPropertyInsurancePolicy") providingfor coverageof the Practice Facilities (including any improvementsthereon) against loss or damagedue to Insured Casualty Risks on commercially reasonable terms from time to time available with respect to improvementsin Houston, Harris County,Texas, similar to the Practice Facilities, and affording coveragefor, amongother things, demolitionand debris removal,namingTenantas the first namedinsured, and Landlord,any Facility Mortgageeand any TenantMortgageeas additional namedinsureds, as their respective interests may appear, for a sumat least equal to one hundredpercent (100%)of the insurable replacementcost the Practice Facilities, to be adjusted by Tenantannually during the LeaseTerm.Tenant’sProperty InsurancePolicyshall additionally complywith all requirementsapplicableto it set forth in Article 9 of the StadiumLeaseto the extent not inconsistent with this Section E of this AppendixF. F. Condemnation of Anyof the Practice Facilities. 1. TerminationRights. If, at any time or from time to time during the Lease Term, any CondemnationAction is commenced that threatens to take any of the title, including any estate, to any of the Practice Facilities, other than for a temporaryuse or occupancythat is for one (1) year or less in the aggregate, then Tenantmay,at its option (exercised in all events prior to such taking), terminate the StadiumLease and the other Principal Project Documents as to the Practice Facilities by serving uponLandlordnotice within such period setting forth Tenant’s election to terminate the StadiumLease and the other Principal Project Documents as to the Practice Facilities. Uponthe service of such notice within the foregoingtime period, the StadiumLeaseand all other Principal Project Documents shall cease and terminate with respect to Tenantas to the Practice Facilities on the date specified in such notice. Failure to terminate the StadiumLeaseas to the Practice Facilities within the foregoingtime period shall constitute an election by Tenantto keepthe StadiumLeasein force with respect to the Practice Facilities. 2 2. CondemnationAwards. In the event any CondemnationAwardsare payable as a result of or in connectionwith anytaking of estates in the Practice Facilities Tenantshall have the right to receive all Condemnation Awardsfor the value of all improvements at the Practice Facilities paid for by the Tenantand the leasehold estate in the Landlord’sPractice Facilities Landand the Tenant’s Practice Facilities Landcreated pursuant hereto and any other awardto whichTenantis entitled at law and equity. 3. CondemnationProceedings. Regardless of whether the Stadium Lease is terminated as to the Practice Facilities as a result of any Condemnation Action, Tenantand Landlord each shall have the right, at its ownexpense, to appear in such Condemnation Actionand to participate in any and all hearings, trials and appeals therein. Landlordand Tenant shall cooperate with each other in any such Condemnation Action and provide each other with such information and assistance as each shall reasonably request in connection with such CondemnationAction. 4. Parking. Nocancellation or termination of this Stadium Lease as to the Practice Facilities shall release Landlordfromor constitute a waiverof Landlord’sobligation to provide parking to Tenant as provided in this StadiumLease and the StadiumTri-Party Agreement. 5. Notice of Condemnation.In the event Landlordor Tenant receives notice of any proposedor pendingCondemnation Action affecting the Practice Facilities, the Party receiving such notice shall promptlynotify the other Party. 6. Survival. Theprovisions containedin this Section F of this AppendixF shall survive the expiration or earlier termination of this StadiumLease, but only insofar as such provisions relate to any CondemnationActions or CondemnationAwardsrelating to the Practice Facilities that arose prior to the expiration or earlier terminationof this Stadium Lease. G. Casualty. If, at any time during the LeaseTerm,there is any Casualtyto the Practice Facilities or any part thereof, Tenantmay,but shall not be obligatedto, repair or restore the Practice Facilities and any improvements thereon to their original condition or pursuant to such other plans as Tenantmaydesire, subject to the restrictions set out in this AppendixF; provided, however,if Tenantchoosesnot to repair or restore the Practice Facilities, Tenantshall use all reasonableefforts to promptly secure the area of damageor destruction to safeguard against injury to Persons or Propertyand, promptlythereafter, shall remediateany hazardand maintainthe Practice Facilities in a safe condition. All insuranceproceedsrelating to a Casualtyat the Practice Facilities shall be the sole property of Tenant. H. Other Terms and Conditions. To the extent not otherwise referred to in this AppendixF, Tenant’s lease, use and occupancyof the Practice Facilities shall be governedby the termsand conditionsof the StadiumLeasewhichspecifically refer to the Practice Facilities. Tothe extent that the terms of this AppendixF conflict with or modifythe terms of the StadiumLease, the terms of this AppendixF shall control. I. Repair and Abandonment. In the event Tenant chooses not to repair or restore the Practice Facilities, fails to use diligence and goodfaith in repairing and restoring the Practice Facilities or abandonsthe Practice Facilities for morethan two (2) consecutive NFLFootball Seasons,then if such abandonment continues after twenty(20) days prior written notice thereof from Landlordto Tenant,Landlordshall be entitled to terminate this StadiumLeaseas to only the Practice Facilities (the date of such termination shall be the LeaseExpiration Date as to only the Practice Facilities) and then take possessionof any portion of the Practice Facilities that is ownedor deemed to belong to Landlord pursuant to Paragraph D above in this AppendixF on the Lease Expiration Date. Such period of two (2) or more consecutive NFLFootball Seasons shall be tolled and extendedby the period of any event beyondthe control of Tenantthat causes Tenant not to occupy the Practice Facilities, includingany further Casualty,ForceMajeure, Condemnation or player strike. J. Returnof Practice Facilities. In the event of a Transferpursuantto and in accordance with the termsof Article 14 of this StadiumLease, the TenantTransfereemayelect to utilize practice facilities other than the Practice Facilities, in whichevent any abandonment of the Practice Facilities by any such TenantTransferee shall not constitute a TenantDefault; providedhowever,such Tenant Transfereeshall release all of its rights in and to the Practice Facilities to the Landlord. K. Exclusivity Rights, NamingRights, Pourage Rights, Branding Rights, Services Rights, ConcessionRights, Signage Rights and Advertising Rights. The Parties acknowledgeand agree that the Tenantshall solely ownand control and be entitled to receive all revenuefrom all exclusivity rights, namingrights, pouragerights, brandingrights, service rights, concessionrights, signage rights and advertising rights related to the Practice Facilities, subject to the Ambush Marketing and Party AmbushMarketing provisions of the Stadium Tri-Party Agreementand use restrictions for the Practice Facilities set forth in SectionAof this Appendix F. 4 APPENDIX G TO STADIUM LEASE UTILITY SERVICES RATES I. CHILLED AND HEATED WATER: A. Defined Terms: 1. Central Plant - shall meanthe approximately 19,000-ton facility to be constructed within the AstrodomainComplexto provide chilled and heated waterfor air conditioningpurposes(including cooling, heating, and humidity regulation) to the Stadium,including the Tenant’s Facilities, the Practice Facilities as wellas other facilities. 2. Central Plant Operating Costs - shall consist of the costs and expenses actually incurred by Landlord to operate and maintain the Central Plant including, but not limited to the following: a. Wagesand salaries of the engineers and other workers whosesole function is to operate and maintain the Central Plant, including the chillers and boilers in the Central Plant and all supporting cooling towers, pumps,piping and other machineryand equipment; b. Unaffiliated third party management fees and costs of third party service companiesproviding services to the Central Plant whichare necessary for the operation and maintenanceof the Central Plant; c. Utilities, such as electricity, gas, water and wastewater,used in the operation and maintenanceof the Central Plant calculated based on the measuredusage of such Utilities multiplied by actual usagerates only. Thereshall not be included in the rate calculation any setup, installation, capital replacement,demand exceptthat, to the extent the demandchargesare attributable to the Central Plant producingchilled or heated water to meet the needs of Tenant, the demandcharges may be included) or other such charge; provided, however, a pro rata portion of a fixed fee facility charge maybe included (except any portion thereof attributable to capital costs). The only allowable charges are those whichare based on actual usage of kilowatt/hours (KWH), cubic feet of gas, gallons of water, and the like; and d. Repair and maintenancecosts, including spare parts, hand tools, and supplies. Central Plant OperatingCosts shall expressly exclude, however,any and all of the following: (1) Initial capital costs to design, construct, install, and commission the Central Plant or any machinery,piping and equipmentrelated thereto; (2) Subsequentcapital costs to replace, upgrade, expand,or modifythe Central Plant or any machinery,piping and equipmentrelated thereto; (3) Depreciation,amortization,interest, debt service costs and the like, on items (1) and (2), immediatelyabove; (4) Landlord’sadministrative or overheadcosts and costs of Landlord’s employeesother than those allowed under 2.a., above; (5) Costs paid to any of Landlord’sAffiliates or any unaffiliated third parties for items undera. throughd., above,to the extent the costs are in excess of current marketrates for the goodsor services to which they relate; (6) Anycosts to operate and maintainthe Central Plant to the extent such costs are incurred due to the following: (i) (ii) (iii) (7) Defectsin the design or the constructionof the Central Plant, including any machinery, piping and equipment related thereto; Negligenceof Landlord, County,any CountyAffiliate or any unaffiliated third party in the operation and/or maintenance of the Central Plant, including any machinery, piping and equipmentrelated thereto; Failure by Landlord, County, any County Affiliate or any unaffiliated third party to operate and/or maintainthe Central Plant, including any machinery,piping and equipmentrelated thereto, in accordancewith manufacturerspecifications and/or industry standard or prudent practice; Anyfees such as signing bonuses, marketingfees, promotionalcosts, etc. 2 B. 3. Chilled WaterRate - shall meanthe Central Plant Operating Costs for the applicable year-to-date period divided by the actual ton-hours of production of the Central Plant for the sameperiod. 4. CumulativeChilled Water Charge- shall meanthe product of the Chilled WaterRate for the applicable year-to-date period and the Tenant’s Chilled Water Usagefor the sameperiod. 5. Monthly Chilled Water Charge- shall meanthe CumulativeChilled Water Chargeas of the applicable month,less the CumulativeChilled WaterCharge as of the previous month. 6. Tenant’s Chilled Water Usage - shall meanthe ton-hour usage of the Stadiummetered (as described in B. 1., below) for Football HomeGames, Tenant Events and Tenant Non-Events,but excluding any and all ton-hour usage in the Tenant Facilities during the samemeteringperiod and metered for the Practice Facilities. Charges for Chilled and Heated Water: Landlord and Tenant acknowledgethat Landlord’s obligations include providing both chilled water and heated water to the LeasedPremisesand Practice Facilities. However,for the purposes of calculating the amountsTenant is to pay Landlordfor such services, the Chilled WaterRate covers both chilled and heated water. 1. Landlordshall install meters at the point of delivery of chilled and heated water to the Stadium(located as near to the Stadiumas practical). Landlord shall cause the chilled and heated water meters to be read before and after each Football HomeGame, Tenant Event and Tenant Non-Event. The "before" meterreadingsshall be taken at the earlier to occurof(a) startup the Stadium air conditioning equipmentto cool the field and stands, or (b) two hours prior to the scheduledstart of the Football HomeGame,Tenant Event and TenantNon-Event.The"after" meter readings shall be taken at the later to occur of (a) shutdownof the Stadiumair conditioning equipment cool the field and stands, or (b) one-hourfollowingthe end of the Football HomeGame,Tenant Event and Tenant Non-Event.Landlord shall also meter separately the Tenant’s Facilities and Practice Facilities, or prepare such alternate calculations of usage as maybe mutually agreed by Landlordand Tenant. Landlord shall be responsible for the maintenanceof the meters, includingrecalibration by a qualified, independentfirm as needed,but no less often than once per year. Suchmaintenancecosts shall be includedin Central Plant OperatingCosts. 2. II. As soon as actual charges are available, Landlord shall furnish Tenant an invoice for Tenant’s Monthly Chilled Water Charge for the immediately precedingmonth.For the period prior to the actual total ton-hour production of the Central Plant for the fiscal year beginning on Commencement of the Leasebeing known,Landlordshall estimate such amountand base its billings to Tenant on such estimate. As soon as the actual total ton-hour production of the Central Plant for the fiscal year beginning on Commencement of the Lease is known, Landlord shall calculate the difference in Tenant’s CumulativeChilled WaterChargebetweensuch estimate and actual and shall furnish Tenantan invoice (or credit, as the case maybe) for such difference. ELECTRICITY: A. B. Defined Terms: 1. MonthlyElectricity Charge- shall meanthe product of Tenant’s Electricity Usagefor the applicable monthand the Tenant’sElectricity Rate for the same month. 2. Tenant’s Electricity Usage - shall mean the KWH usage of the Leased Premises metered (as described in B. 1., below) for Football HomeGames, Tenant Events and Tenant Non-Events, but excluding any and all KWH usage in the Tenant’sFacilities during the samemeteringperiod. 3. Tenant’s Electricity Rate - shall meanthat portion of the KWH rate charged to Landlordon the applicablebilling fi’omthe public utility, or other furnisher of electricity, which is charged against KWH usage, including fuel cost adjustments, but excluding any setup, installation, capital recovery or replacement, demand(except that to the extent the demandcharges are attributable to meeting the electrical consumptionneeds of Tenant, the demandcharges maybe included), or other such charge; provided, however, a pro rata portion of a fixed fee facility chargemaybe included (except any portion thereof attributable to capital costs).. Chargesfor Electricity: 1. Landlordshall, or at Landlord’selection shall cause the electric service providerto, install metersat the point of deliveryof electricity service to the LeasedPremises (located as near to the boundaryof the LeasedPremises as practical). Landlordshall cause the electricity meters to be read before and after each Football HomeGame,Tenant Event and Tenant Non-Event. The "before" meter reading shall be taken at the earlier to occur of(a) startup the Stadiumair conditioning equipmentto cool the field and stands, or (b) two hours prior to the scheduledstart of the event or game.The"after" 4 meter reading shall be taken at the later to occur of (a) shutdownof the Stadiumair conditioning equipmentto cool the field and stands, or (b) one hour following the end of the Football HomeGames, Tenant Events and Tenant Non-Events.Landlord shall also meter the Tenant’s Facilities, or prepare such alternate calculations of usage as maybe mutually agreed by Landlordand Tenant. Theinstaller of the meters, whetherit is Landlordor the electric service provider, shall be responsible for maintenanceand calibration of the meters. 2. III. As soon as actual charges are available, Landlordshall furnish Tenant an invoice for Tenant’s Monthly Electricity Charge for the immediately preceding month. WATER/SEWER: A. Defined Terms: Landlord and Tenant acknowledgethat Landlord’s obligations include providing both water and sewer to the Leased Premises. However, for the purposes of calculating the amountsTenantis to pay Landlordfor such services, the Water/Sewer Rate is based upon metered water volumes. 1. Monthly Water~Sewer Charge - shall mean the product of Tenant’s Water/SewerUsage for the applicable monthand the Tenant’s Water/Sewer Rate for the samemonth. 2. Tenant’s Water~Sewer Usage- ~ shall meanthe gallons of water usage in the Stadium metered (as described in B. 1., below) for Football HomeGames, Tenant Events and Tenant Non-Events, but excluding any and all usage of waterin the Tenant’sFacilities. 3. Tenant’s Water~SewerRate - shall meanthat portion of the gallons rate chargedto Landlordon the applicable billing fromthe public utility, or other fumisherof water/sewer,whichis chargedagainst gallons of usage, including cost adjustments, but excludingany setup, installation, capital recovery or replacement,demand(except that to the extent attributable to Tenant’suse of the Leased Premises the demandcharges maybe included), or other such charge; provided, however,a pro rata portion of a fixed fee facility charge maybe included (except any portion thereof attributable to capital costs). 5 B. IV. Charges for Water/Sewer: 1. Landlordshall, or at Landlord’selection shall cause the water/sewerservice provider to, install meters at the point of delivery of water service to the Stadium(located as near to the Stadiumas practical). Landlordshall cause the water meters to be read before and after each Football HomeGame, Tenant Event and Tenant Non-Event.. The "before" meter reading shall be taken at the later to occur of (a) startup of the Stadiumair conditioning equipmentto cool the field and stands, or (b) twohoursprior to the scheduled start of the Football HomeGame,Tenant Event and Tenant Non-Event.The "after" meter reading shall be taken at the later to occur of (a) shutdown the Stadiumair conditioning equipmentto cool the field and stands, or (b) one hour following the end of the Football HomeGame,Tenant Event and TenantNon-Event.Landlordshall also meter the Tenant’s Facilities, or prepare such alternate calculations of usage as maybe mutually agreed by Landlord and Tenant. 2. As soon as actual charges are available, Landlordshall furnish Tenant an invoice for Tenant’s Monthly Water/Sewer Charge for the immediately preceding month. GAS: A. Defined Terms: 1. MonthlyGas Charge- shall meanthe product of Tenant’s GasUsagefor the applicable monthand the Tenant’s Gas Rate for the samemonth. 2. Tenant’sGasUsage- shall meanthe cubic feet usage of the Stadiummetered (as described in B. 1., below) for Football HomeGame,Tenant Event and Tenant Non-Event, but excluding any and all mcf usage in the Tenant’s Facilities during the samemeteringperiod. 3. Tenant’sGasRate - shall meanthat portion of the cubic feet rate chargedto Landlordon the applicable billing fromthe public utility, or other furnisher of gas, which is charged against cubic feet usage, including fuel cost adjustments, but excluding any setup, installation, capital recovery or replacement,demand(except that to the extent attributable to Tenant’suse of the Leased Premises the demandcharge maybe included), or other such charge; provided, however,a pro rata portion of a fixed fee facility charge maybe included (except any portion thereof attributable to capital costs). 6 B. IV. Charges for Gas: 1. Landlordshall, or at Landlord’selection shall cause the gas service provider to, install meters at the point of delivery of gas service to the Stadium (located as near to the Stadiumas practical). Landlordshall cause the gas meters to be read before and after each Football HomeGame,Tenant Event and Tenant Non-Event.The "before" meter reading shall be taken at the earlier to occur of (a) startup of the Stadiumair conditioningequipment cool the field and stands, or (b) twohoursprior to the scheduledstart of the Football HomeGame, Tenant Event and Tenant Non-Event. The "after" meter reading shall be taken at the later to occur of (a) shutdownof the Stadiumair conditioning equipmentto cool the field and stands, or (b) one hour following the end of the Football HomeGame,Tenant Event and Tenant Non-Event.Landlordshall also meter the Tenant’sFacilities, or prepare such alternate calculations of mcf usage as maybe mutually agreed by Landlord and Tenant. Theinstaller of the meters, whetherit is Landlordor the gas service provider, shall be responsible for maintenanceand calibration of the meters. 2. As soon as actual charges are available, Landlord shall fumish Tenant an invoice for Tenant’s MonthlyGas Charge for the immediately preceding month. GENERAL: If Tenant is holding a Football HomeGame,Tenant Event and Tenant Non-Eventon the sameday as any other Event or use of the Stadiumor the LeasedPremises, Landlordshall use goodfaith efforts to reasonablyallocate the costs and chargesassociated with Utility use on that day amongTenant, Landlordand any other person using the LeasedPremises, or if such user is not responsible for payingor reimbursingLandlordfor Utilities to Landlordfor the same. APPENDIX H TO STADIUM LEASE BUSINESS INTERRUPTION INSURANCE VALUES / Duringeach Lease Year of the BondInsurance Period, Landlordshall be required to carry business interruption insurance in an amountequal to the average of the sumof the Miscellaneous County Revenues, Miscellaneous Rodeo Revenuesand Club Guaranteed Payments(as defined in the FundingAgreement)over the immediatelypreceding three (3) years (the "Base Amount of Rental Interruption Insurance"), subject to adjustmentas providedin the next sentence. EachLease Year during the BondInsurancePeriod, Landlordwill be entitled to adjust downward the amountof rental interruption insurancerequired to be carried pursuant to the terms of this Agreement by subtracting from the Base Amountof Rental Interruption Insurance (as determinedpursuant to the immediately precedingsentence withoutadjustment)an amountequal to the, positive result, if any, obtainedwhen the amountspecified below in subparagraph2 is subtracted from the amountspecified below in subparagraph1: 1. The average (over the immediately preceding three (3) years) of the sumof Vehicle Rental Tax Revenues (as defined in the Funding Agreement) and the Hotel OccupancyTax Revenues(as defined in the Funding Agreement)plus the rental payments required to be made by Houston McLaneCompany,Inc. under the principal project documentsbetweenHoustonMcLaneCompany,Inc. and the Sports Authority and the rental paymentsrequired to be madeby Rocket Ball, Ltd. under the principal project documents betweenRocketBall, Ltd. and the Sports Authority. 2. The regular debt service requirements for the immediatelypreceding year on all of the Sports Authority’s bonds issued to finance Enron Field, the Stadiumand/or the new Houston/Harris County Arena. If at the time Landlordis entitled to any suchdownward adjustment,less than three (3) years figures for the foregoing are available, the three (3) year average shall be based on the years for which figures are available. Duringeach Lease Year after the BondInsurance Period, Landlordshall be required to carry business interruption insurancein an amountthat is consistent with goodinsurance practices for Comparable Facilities. APPENDIX I TO STADIUM LEASE ADDITIONAL 1. GUARANTEED PAYMENT Definitions: (a) "Additional GuaranteedPayment(s)" means for each Lease Year in the Lease Termthe amountsreflected on Schedule1 attached to this AppendixI. (b) "BondYear" shall have the meaningset forth in the Indentures (as defined in the Funding Agreement). 2. Tenant covenants and agrees to pay to Landlordthe Additional GuaranteedPayments, without offset, abatement, deferment, suspension, reduction, or deduction, notwithstanding any provisions of this StadiumLease. Tenant acknowledgesand agrees that its obligation to pay the Additional Guaranteed Payments in accordance with this Stadium Lease is absolute and unconditional, and shall be paid under all circumstanceswhatsoever,including, without limitation, the following circumstances: (a) damageto or destruction of the LeasedPremisesor the Practice Facilities; (b) any taking by condemnationor eminent domainor by agreementbetweenthe Landlordand those authorized to exercise such rights; (c) any inability of Tenant to have use and occupancyof the LeasedPremises the Practice Facilities or any part thereof (or any interference (wrongfulor otherwise)with such use and occupancyby the Landlord, the County,the Sports Authority, the Rodeoor any other Person) for any reason whatsoever; or (d) the existence of any claim, setoff, defense or other right whatsoeverthat Tenant mayhave against the Landlord, the Countyor the Sports Authority. To the extent permitted by Governmental Rules, Tenant hereby waivesthe provisions of any statute or law nowor hereafter in effect that wouldotherwiserelieve Tenantin any wayof its obligation to pay the Additional Guaranteed Payments. 3. The Parties agree that the paymentand application of the Additional Guaranteed Paymentsand other required paymentsinto the Series 2001ECoverageAccount(as defined in the FundingAgreement)and the Series 2001EAdditional Required Reserve Account(as defined in the FundingAgreement)shall conformto the provisions and requirementsof AppendixHto the Funding Agreement.The Parties further agree that all amountspaid by Tenant to fund the required debt service reserve fund for the Series 2001EBondsshall be held in a segregated trust fund. Interest earnings thereon shall be remitted to Tenant annually so long as no Event of Default has occurred and remains uncured at the end of each BondYear, or as otherwise agreed to by Tenant and Landlord, and the balance in the Series 2001ECoverageAccount(as defined in AppendixH to the Funding Agreement)and the Series 2001EAdditional Required Reserve Account(as defined AppendixH to the FundingAgreement)shall be applied to the Additional GuaranteedPaymentsat the end of the Lease Term. 4. Theprovisionsof Sections 17.6 and 17.7 of the StadiumLease shall not be applicable to the Additional GuaranteedPayments. 5. Use of Series 2001EBondProceeds. The Parties agree that the use of the net proceedsof the Series 2001EBondsshall be applied to costs of the Project or Project Improvements Work,as directed by. the Tenant. 6. Acceleration of Payments.In the event the StadiumLease is terminated for any reason, ’including,withoutlimitation, pursuantto Section2.4, 12.3, 13.2.1, 17.____~2, 17.3, 17.4, 17.6, 17.7 or 21.24, Tenant agrees that all then remaining and unpaid Additional GuaranteedPayments reflected on Schedule1 shall be immediatelydue and payable. 7. Theobligations of Tenant with respect to the Additional GuaranteedPaymentsshall survive the termination of this StadiumLease until all Additional GuaranteedPaymentshave been made. 8. Tenant shall have the right to prepay the Additional GuaranteedPaymentsto the extent consistent with the optional redemptionprovision of the Series 2001EBonds. 2 Theseamountsdo not include additional costs resulting from any increases in the interest paid or any termination fees paid to any swapprovider for the Sports Authority’s TaxableJunior Lien Special RevenueBonds, Series 2001E (NFLClub Project) (Variable Rate) (the "Series Bonds"), whichamountsthe Tenant shall be obligated to reimburse the Sports Authority. If the Series 2001EBondsare converted from variable rate to fixed rate, then the Additional Guaranteed Paymentwill be adjusted accordingly. If the interest rate swapagreementrelating to the Series 2001EBondsis terminated, the Additional GuaranteePaymentshall be adjusted to reflect interest at the higher of (a) the actual interest rate on the Series 2001EBondsfor the prior year and (b) 30-day LIBORplus 100 basis points. If the actual rate paid on the Series 2001EBondsdoes not equal 30-day LIBOR,then the Additional Guaranteed Paymentswill be adjusted to reflect the differential. If the remarketing agent fees or the liquidity agent fees change, the Additional Guarantee Paymentshall be adjusted accordingly. RELIANT PARK 5/17/01 "id If? a. In! 1.- .il GUN NFL CLUB STADIUM LEASE EXHIBIT ii A-1 DEPICTION OF ASTRODOMAIN PROPER Plal of survey . . P.W. Ros: Survey. A-645 J. Walters Sun'cy, City of Houston Harris County. Texas. Ln ASTRODOMAIN PROPER '21 313$?! wt if )1 FANNIN STREET MURWORTH HALL .133 1 gs'm .. 3,WESTRIDGE NAOMI .1. .. .ff?fv?l RBY DRIVE SOUTH LOOP WEST (I.H. 610) PROJECT NORTH RELIANT PARK ~i~~ 5/17/01 ~ NFL CLUB STADIUM LEASE EXHIBIT A-2 ~, J i DEPICTION OF I .u,~-~ I I PAWKINO ’ 1 n ’ @ ’SI’()I,"I Tract "B’, 17.091Acreso[land in the P.W.RoseSar/ey, A-645,and the Je.mes HI.Ion Survey,A887,Harris County,Texuand being the sameland u describedas ’~ct ~’ in that Special WarrantyDeedfromElizabeth KirbyColin to RESAstrodome Propertine Limited dated August01,1990and reanrded in HarmCountyClerk’s File Number N.210953. Saveend except]Imm~m=~ Practice Facilities Land, -- ~ RELIANT CENTER ~o= Tract’U, 20.611.a,=rasofinndinthe P.W, RoseStLrvey,A.645,andtheJamasHamiltoll s=~.-y, A887,Haz~County,Texasand being the sameland ~ describedas Tract ’C in that Special WarrantyDeedfrom Elizabeth KirbyCohnto RESAstrodomeProperties Limited dated Augustill, 1990and recordedin HandsCountyClerk’s File Number N-210953,said p~veertyberg boundedby KirbyDrive, Murworth Street, W.l~dgeSU’eet &Lantern point ~~~ RELIANT STADIUM RELIANT ASTRODOME HOLLY HALL PtRmtm RELIANT STADIUM \, ", ’... \ -,, " \" ’,, \ ¯\ .... ", ’’ , ! l’ ; ’ ~ ! ~ ~ I , , _.~_.~i~"! ", ’ , ’, , I 1 ’ ~ i ! , ---~-’~...... ~ , ......4 . .... "- ~~ =-’,,, ’, .- ,~...~,~ I \ ~II! "~...\\_.~c~’.3 ~_l__~w_~_~._~.!~r..~.,__~~i~/ ~ . "’-, !- ...... 1 __ . ...... ~ .... t I ~ " ,, t ’~\, ’\ L’, I--~~- ~~j~..~~cz:~.,;" /-’-~_ ~~q~~.~’-’~~--~.’ -,. !~ \’ ",, ". 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"~ ". " ,’~ 1 ’ ~-~ ~ i ~! .~--.~, ~’ ---A-.._/ / ~,:-~-;.~:_~,~_ :~-~I ~._.L..I~--~--t:~.~ ’, i 1 v _.~.-4 " ~~ ~ / / ~,. __E--Z----’. -~--~----~)--’. ’ / " ,,’/ / ." , I i ,"’-- /-, ""~ ~"~ ~-~--,.’",...,~ ,."~" ~ --I~,..~--,.. ,,~r .-~,~ .~_~: ......... -~ ~ ~ ~ .... -. ......................... 8 fi ~-- I . ii ~! I !.._--.:_ I ~ I $-"-~ ’ . ~ ...... t ..... 0"" I ~ DEPICTION OF FLAYING FIELD I -- ....... ---...~=2~ -,--~-~ -~-.... J~l~,~, .....--~...-~, .." , ....... ---4- !" ~ ..... .... = ..... , i i i ~ , L ! ’. I ) ........ " ...... " ........ ~ ..... i ’ _~._U_.L.A.Z~ ’ L !I I I: ’, ;, ~ . " ¯ ~ , I ’ y..’.." / rv k t ,.-" I ,,~ : !’ ’ /-"t.. / "~:-.~>.~--~ ~ ...... ..... "~ ~, / ~.~/ .,’.,,~ /.~ks~X ,, ~,.~1 .J. " "" t ¯ " , ~-~--+.’~" - ""’-. "Al~kkx../~{ "., ’..J ...... ~.L ,.I~ ...... ~ ....... ~ , ’ ., ’,.al~ 7 ........... NFL CLUB STADIUM LEASE EXHIBIT A-3 ....... "-...~ ,,, ’ ~ ’ , t i : ../’ ’" "~ . " ’ , ’ , 1 ,i I -’-~-_.~. V~, ! ~¯ ’. ~ ." ~ "-..." ’<."..Y-"-.", \. -~, ’. ~.~-.~?~.:~ ~ ’~.~ ~-’~---’, . )’ " " " ~ ’ - ---.. - .... -’ " "’\ , ~ -’ ,...~.-....-_k.Z ..>..~, ,...~~"~ ’~ ~ ~ ~-~=~=~__ ", ~:~’=- t I I I / I ’-~.. .. )~-.~’,, ,,. \ ~./~ ~-~~--" -G~-.,~’-~. " ; "~l. """.t"" ’,, , ) . ’ II I ...... %" T ,~ k~LTGr.3""~ ,~ ..-X..-J’~, ~~ ~Y~-¢~."--.Z ":....... ~. I/ ~ IFL~’-,ZA "~,".~.~ ~\ ..... "-" . ,,r ~ ’ " . , /" .1 " / ~-.,./ ~’ .. .... .... , ._]- ~ J ’ I / / i ,’ i * / ~ /’ -. _:_-.... ~ ; l-~ ~ Ii .~ ~ , , ’~.~""~ / , I / , i ! ~ ..... I ..... ’ ~ ’ ~ I ’ I ! t I I , ! ~ 1 r ~-~-~- l ! ’,~,.~." , "~ ¾ . .... ’ ~ .~’--",~ ’ 1 ! i ~ ~., ~-_kk~,-’-"~’ .-.-"L-f~--~_--. t" -~ ’, ~. ..... , .~..~-~. ~ ~ :k 4--k ’ ~ ~ ~ ~ ’ " ~ .... ~-~..... .:.....~, \.. ’, ’, "-.L ~ ;I -.... - ~.<~- \ ~ ---.~~ ~"=~ ’" , X \ , .- ~ ~ .... -4 ..... L.---................... , ....... ~’-~-i I_~- ~.-~’_.-"s;’~ , ,, ~ ,x" "-.¯ .. , ~ ~’..~ ’~¢.~ 5. / / / I 5/17/01 . " ../ / t ..... 7v-.__ / ~.///,’~ / / / ~ ~~-~.~ -i..--z~-~.__ )~--- -’ ~, / . I ; , _~.-- / ’ , I / / / /m~ _L v__/ i I ’.. . " ,--"" ~ ". "... ’, B~INO NORTH I ~*~*.*,~-.~ "---"-~’- I ,SIX)R’I; 5/17/01 NFL CLUB STADIUM ~ I ..,.~,..,.l ,.--~o., L [ I PARKINO I PRACTICE FACILITIES 0~ 1 < ° ! z tJ ~I -,, MURWORTH .~_ --’1 I~ [l~lll RELIANT ASTROOOME ,, I HOae~’ I ~ -- SOUT’-~~"-H LOOP WEST (’.H. )610~-----~ ~ -~- "’""" A-4 WAREHO @ ~ .- il " NORTH PRO/EC-~I S.I)() RELLANT PARK :5 - 5/17/01 NFL CLUB STADIUM 1 LEASE EXHIBIT I 5 A-S OF PRACTICE 1 1 "u 7 FACILITIES LAND INCLUDING 'm-m mm' WAREHOUSE PRACTICE I I FACILITIES - - bl?Ul I A PRACTICE FACILITIES LAND ?qu 0 '1 wI11 In PRACTICE FACILITIES LAND I. . RELIANT CENTER u- a: a? 2 u. MURWORTH RELIANT i I ASTRODOME nifth m? STADIUM ?zk 7' f, RELIANT I - ?x NAOMI pm? n?J FARMING .l :2 i i 1 SOUTH LOOP WEST 610) PROJECTETORTH RELIANT PARK ~~ 5/17/01 ~~ NFL CLUBSTADIUM ""-’---" LEASE EXHIBIT A-6 --~,---, ’ ~( i ) ’ ~ ....... .~,, ’ ~ Li, DEPICTION OF RODEOLAND WAREHOUSE I I...... ’ (3 tlAt~lalaO 1 ,. i .... I RELIANT CENTER - -- KirbyDrive,(100feet wide),recordedunderClerk’s File No,B445532 if the (O.P,R.R.P.H,C.) andthe northerlyright.of.llne of McNee Street (80 feet wide), as 1ecorded in Volume 46ll7, page339of the H.C.D.R.,beingthe Southeastcomerof the herein described tract; ~1 ¯ I Z -- Z Z M THENCE SOUTH 86 degrees 48 minutes40 secondsWest,36.07 feet along said northerly llne of McNee St. to a 5/8"kunrodfoundat a point of curvatureanda southerlycomerof the hereindusezg~fl tract; t ~ I~ U- [ "l’I’I~ CEWESTERLy, along a ~ave gothefight andsaid northerly lineofMaNet Street a central angleOf 36degree~05 minutes00secondsto an axle foundat a southerly cornerof hereindescribedtract, said c-axvehavinga radiusof 1,001.00feet, an ate innsthof 630,40feet, and ¯ Ions chordbearingNORTH 75 degrees08minutes50 se.,con ds WEST, 62o.o4 fan~ ~ugh URWORTH RELIANT ASTRODOME HOLLY TH~CE NORm S~degr~, 06minute,, 20,soo.ds W~’T 4~m ~ttonssaidnortherly liae of Md’lceStreetto a 5/8inchiron rodfoundat the southwesterly cornerof theherein de mubed tract; HALL ~~! THENCE NORTH 32 degrees 51 minutes 01 seconds.EAST; 348.43 feet alun the easterly line of the 2.94610acreErnestA.Mitt, abLeU’act,us recordedunderCinrk’s8File No, c;35~0Of the O.P.R.RR.H.C. to the northwestcomerOf the herein deseribedIzact; ~,~m#o RELIANT = PAmm~o line of the Maln/OST, Ltd. Pan:el, beln8 the tealdueof the 13,0367ac’~ tract, as recorded underClerk’s File No.1.293449 of the O.P.R.ILP,H,C., to the northe.~teflycomerof the herein desm’be~ tract; . Y~ "~ , Ii /~ ~ " ~ ,:" WESTRIDGE .~1’()1~’1" No.645, Harris County,Texas,also beins a portionof the 13.0367acte ~tate Of ArecttC. Smith,at. al treat, ar recordedin Volume $(}06,Page469and Volume 1394, pase 118Ofthe HarrisCountyDeedRecords(H.C.D.R.),said 7.366acre tract beins moreparticularly describedby metesand boundsas follows: .(Thebaris of bearins for this dasc~pflonis the ¯ coil South57de~ees07minutes28secondsEast for the southerlyline of the Maln/O$T, LTD parcel as recordedunderClerk’sFile No.I.,2934.49ofthe Official PublicRecordof RealProportyof Harris Cotmty(O.P.R.R.P.H.C.) -’- -~ W ~ ~ . ¯ ~ ~" ~\,:~-$~’~ "~ THENCE SoLrrH03 degrees 11 minutes20 secondsEAST,106.10feet along said west lineofKirbyDrivetoaneasterly ..... fthebereindescribedu’ant; THENCE SOUTH 20.00 feet to an easterly interior comerof the herein deu:zthedtract; ~: " RELIANT HALL ".. ", ~ ", ~-\ ~’~:3 i :~ /,.///r,~/ THENCE EAST 59.79 feet to an easterly interior comerof the herein describedtract; ~ .,~ -,) :: ’ ~.. NAOM i is madeto the abovedescription on Drmving C~32inEAST, the oe;ce offeet $ &V Surveying,Inc.) ~ T}~2qcEsoLr’l’H03degrces ll minutes 20 seconds 4151 alongsald--tlln¢ "/:ltl II / .......... .-"-""/ ../! ~.:-::., " I N ,. PROJBCr NORTH / ! RELIANT PARK 5/17/01 NFL CLUB STADIUM LEASE EXHIBIT A-7 r 7 , [ ?~_~_~ i ....... ""~;~ ~ L Ii pAmawo DEPICTION OF TENANT’S PARKING SPACES U I ~ ’ I ’ O~ @ ~,,~.~,~,. ~ NFL CLUB’S PARKING SPACES DESIGNATED FOR NFLCLUB’S PARklNG ~=u Ill RELIANT CENTER DESIGNATED FOR z iiim MURWORTH 1 XII I~ RELIANT ASTRODOME HOLLY HALL PA~WI RELIANT STADIUM / WESTRIDGE " ., RELIANT C: ? HAO. :=~I .... I .o_.] / / I / 325950" 350580? STAFF 7.14850" seam 75350? 151030" TWCAFETERIA TEAIHETNGIOWS 6.15750? WNW 90953? Ransom 103750? VISITEWIP 498$? marries 5.28250" WWI 350030FT IJIISOFT antenna: 2.27250FT mnmom VISITORS 75250? 4.33150? RETAILSTOIE mson' noose] mm: ssoosorr mm WWI 2 mason mason mm mm 2 season smmuovmmus wsorr l-IlI ll? HOUSTON Noisnon MED moo: 2.21150? mm SJUSOFT so gamma mum SHOP noon LOCKERS mm LAUNDRY mm?: mam ms?, mason mason mason mason ?oson 303990;" mm mm mourns mus mson STORAGE 259 SQ FT X-MY 4m 50 FT TEAM EWIPENT nouns 227350? TRUTH SIM 1823 so FT mommomca mason FRSTAID souson RODEO STAINS 20,181 50 FT 2121 50 FT 482150? BUIIDING WORTH RELIANT PARK 5/17/01 NFL CLUB STADIUM LEASE EXHIBIT (1) 0F N?rewa 6mm FACILITIES SERVICE LEVEL 101ch mm I ~ " ’\ \ \ , " 1 ",’, ", ’\ ’,. ’ \, I i i’ ~ .i ’\ \.. \, -... , ~ , ’’,, x ’,,¯ ~ i i-~_ \k, ’ mT, i i i i I / i / / i : ~ /’ ’ ’/ / 5117101 / .., ., /. / ~ / / /" ’ t CLUB STADIUM . DEPICTION /" / OF TENANT’S ! I / --.# ! -..:. I ......q....... I ~.... ¯ ~ i ~ i i i ! ....... ~ , / ~ .~ ’ i i J \ i --~ ~......:,I ...... ~’-’-’-.~. ] I ." /’ 1 ! i I ~,,__ : : v’....:~,. \ /-~, :..:~ ...... it©t ’ i J I ............ ~ ...... ’ ~ \. _._~............. II ’, I ,, ,h.. -01 \ ~....... i :. ,, ! , ! :--4 ~i , i I. --b-I I \ ’\, i, / .-:" ’, \ ". ’\ ’ ’" -/ *. "~" i / , ~.~---~--~..... T ..... ~ ..... ~ ! [. :.~..fI.3 ....... I_..... ~ ! ! i-..-k,i ~ i,:~:.-.-t,--~-:-T--.-=", """ ’ i , )’ ~ ~.~ rAC,UT,~S i I I -. i -’ ’ .........,L._, i ...... >. t;........... t ! i i t ’ : ;, 1_ i t i ~ i , ’\ i t I ) ../ .-4 ..... ~?"-r ._i...1.i_,__ J i 51 ()1,, ) I ~ b?- \ ..~._.~--. i --"~’~’~’~" ,/ / ....~"~. I’ml LEASE EXHIBIT A-8(2) ’\ / " " ..... _~ / : i i ©1 ............... 1 ! i ’ ~~ ~ ~ ""-. : , ’ ’ _7 I ........ i -_ i -,- ....... ................ ~ i ~---...... ~_.~ i i ’. "-.’/ , / ’ ’, .... 4/ -- / - ,:i / . d.. t -- :/ I~ / "r"~ _..-’:_s: "-.\/ i ......... ,,-" i " i, ¯ / ’"" ’f ’." ." _.__~ .... , ’ "’ -" -7--..... -._L__’ I~---~¢=~-i-=Ti"--~=T ~ --T1 /~ >.L.-.... ---m/ ~-"~’-~--" --i k e .... ~. .... . ,’. / ....... ..’__i~’--:-~__ ’" "’> .......... I "~’---~ ! ; ~ : ~., :~’. ......... ~,,~l ’i I ~ li I ~.),__..4---"-4,~’~ _~ .:._ : I i ~~’--~r---L-4_.~_~t~_£_:k~.4.. ~ _.I-_.~-4V -t- / ~ " ’---’f- ~ I J, ,,"’~ i.-.~.-- ..J’\ ?~-., i --I- I I l l!i__L__l ..TH..-~j ; : ’f-"t---~ ,. :,--_ .... ,_.---.--.~ ..... ,-._ ._.LL-~-~--:-~---V--, .-,-.. ’L~..~. ~ .._.i ,-x, ~---~<-" ~ 7z:--f--v ~.-~---.,--t-i-ff--;-t---r.~-~.-~-., ., ,\ L~. s ! ..~.,,.I ",~-,"T ..... -4.-...... I I ~ ..... L....... i i --i ...... -’I ......¯, ....... iI ..... iiJ .....~1 .~.~:i_.,~-,..-i I I ! I i i " ........... ~-...... ~ , ’, i_.÷..-+..-i---V-I .~ ’~~--’~tO,__.! ’, ~.~--~,. ’, , . , I,I....... i ~ ,1-- I ¯ i, ~ , ’, i,\ i ’, ~:---=-4--_--~--_-.-=-~-___-:. i : .... ~- ~’~’"i’- .... i --4,...................... . ....~ .......... i I ¯ ............... <<~,,,I,,,,I,,,,t,,,,l ........¯ .... , , I , /," -~!........; .... i i ’ ’ , ~ . Tr~:I,-....- ’-f ~..... ." ’ , ! /1 ’ ’/--7- ?.... ....._ ~ --t ...... I ~ T ...... + ..... _L._L._L ............ -v --"~, \. -.li i -’~’~-..L I / \ .~.---JT ’ -’-, ....I , ’ I !’ -+..... ~ T ..... ..’-P.... T --.... ~"~ Ii i ! ! .-..,’ i / i i ",,.......,\ ’ ! I i .... t-l"- [ L ~__ I ! T’---~h ../ I ,/. i / :-- .... :-~, ~:~-~"~, -. 7- ....... [ i :: lifo i ...... ¯~_ / ..4-’- , ~ +¯ J I ..... ’, i ......’....__.L t---" ~i , ---,- .,.., .,, -~ -~ ~ .... ~ LANDLORD’S ---~..... / I ................... @ MEZZANINE LEVEL .-d.... ~/ ,.\ , ..... .... _.......=......... --~ .......... ... ~..~._.’:..~ "-. " - i / .. // ’1 /’ / i L 12,-! i.~! /,’ i I’ , ’ / : ~ l l / i i i i ; i ...... I i \ i !~’~.~. i li, l!.i~ -~ ’ 1 ~ ’ " , ~ ,", ~ \ ,. \ "\ ,, . [~ -""-’-"- A-11(2) A "~ ]-- // ’ I 7-’--2.. ~ : --4. ~-~-~=.~-~~ ...... i- .....-~-u--r..... 1-......,-f---~ -~ / " -+ ,~ ..... NFL CLUB STADIUM LEASE EXHIBIT / / i :1 "i# / ~, L : ’ / ’ 5/17/01 / I I// s i’ ’/ / //" .i i ............ i ~I, -i.. / I’ ~ .... ~ ....... i / I "., BUTLD~G NORTH I FACILm£S I .sq-mm’t 41> an? lurlul nun-m- nu Jo. 1 I RELIANT PARK 5/17/01 NFL CLUB STADIUM LEASE EXHIBIT A?ll (3) 0F FACILITIES MAIN CONCOURSE E: LANDLORD FAGUTIES Human mum autumn! RELIANTSTADIUM " 5/17/01 ’. , , ~ .. ~ "~ ~ ! ~,- ,,, ’" ’,. ¯ ’,,.~ : i i / ~ ’~ ~ i i ! :; ; NFL CLUB STADIUM .’ : ’ ; " " /: LEASE EXHIBIT A-11(4) . ..’ .. ~’ iL~i ’~ DEPICTION OF ’ .. .... i ! -. ’ . ! LANDLORD’S FACILIT~S @ LOWER SUITE LEVEL .. ,,. ..=,, .. [ ",.. "-. "i "" ":" ~- ¯ " ~" " /’-:-.:. ...... ’-----. .i~ -- " ...........e ............. :_. .; ._."Z,.:: : ...- ..... . ,,¯ -. , /’-~ i i"" .. .i .-- .......... ". ......_......... :.:=::..... , . .................... .?. :......... " "..... "............ ._. ,:" k: ,,. , ............ *’/ ’- ~ ’..< : " " :’,,.. . . _.. , :o.... _.- " ! ~. ., "- -- <- , , .................................................... ! .... ’ : ........... ..................... ...... :................... ~ ii’~ "~ ~;’~":~ ........... ......... ............... i.......... ,.... .......................... ...................... ) ’...... ~ .... ’ : ’:.............. ~ "....... ~"!{~:~"!’:: ;~’:, ~ :’ :. , ....... .; ................. ::.’5.~-~*.,~ : .... ;. _. ~:.;’:- .~ ....... ! ~ - ¯ " .... ~’i " ~ : ............................ o....... , ....... ~.,~ ................... ~........................... : ": ..... :,:: . ; , ¯ ’ ’ " i ’ : ~q~"~"! ;:¢ : ’....... ’........................ : . ."i........................ ~--.... ..................................... " ............. .............. ’:: ’ ....... ¯.\...:. i i ’ . .~ =:.; ........ -- .#~... __ -, ; ............ .. ........ ..... . -..c ..: . ........................... ~............... ~........ ~......................................... 7................ . _. ".......... . /, ~--:~~’,/~,~.~ _..:::.!: ¯ ’" ¯ : ! , .." ¯ :’ [ , . ’,’. : -.f ,: : ,,. , . : : .i: , ,: ~ ’ ’~ . . ’,.. I ! BU~NORTI.][ ..... ..-,,-~.- li S I)() RELIANT STADIUM 5/17/01 ¯, . x ¯ / " , ’-, ,. ¯ ,, .., . "~ ’ __ -- ~ / ’ ,. , ... f NFL CLUB STADIUM LEASE EXHIBIT A-11(5) [~] ~..~.,~--.~. /; X ,. ," ~ ,~ ~i , . DEPICTION OF LANDLORD’S FACILITIES @ CLUB LEVEL SI)(.)h)T ~ RELIANTs/17/olSTADIUM ~’ ’~’, . "~ ¯ ~ i ~ " " !. ’~ ! ~ ~ ~ ~: ’ ! .’ i ~ / " ,: " , / ~, " ..... : ’ .. " i ’ "’ f ..... 4... " ’’!" ............................... ,.’ " ’ " ..... -"-:=:": ........ - /.. ~......... : :, " " ; ":: ::’ " ’: ~: ’ ".... .... ,. i~:......... " ’ ~............. _....:-:::::.%; ....... :........... :.......... .:............... ~..... :......... if’;’. ................................. -........... ! : ........... .............. i./:’:,/.:::::"i::: _.:............... ...................... ....... .................. : ........................ ( ~ - " ~ .... , ..... ~" ’" , ’ "~,~’~ ~:~:,’ ¯ ..... ’. : : .... .......... ~ :, " i.,’), ~~=, : ....................................... ~’)’"’~’~". . . ~~ ~ : ~ " ..... , ......... ¯ ........ : ....... ;--r !’~’~--~’~ .. ~ ............................. ......... . ~ ....................... . ........ , : ’, ......... . . ~ .!’~ ~ "-’~" f,, ; .. . ’ ¯: . . : ........ : . ¯ ~ ’ ! . ~ ’ , ~ : ~ .. ~’ ~ ’ ’ ~ : " ". ". " ; ¯ : i : ’ ~ ......... ~ : " ¯ : : " ........ ’ ¯ ’ " ’ . ~ ’ ! ~ ! ’, : i ~ i : ............... -’~’" /,~’ "’; ......... ’ ......... ¯ i~:~Z" : :: 7.’::’. "’ ~ .... -~ ~ "-~’’’ : A’".’-" ...... L : t "’":..:7: 2,’ _. """; ................ ; ~ : i .." " ¯ i :i ............ ’l.......... .~.---7:: ", ’: "- "’-.~ :. ~..," ... --,..,..~ i ............... ............... -7-" ..L--.:":..:--~~. ",.. .. .." ......... : ............... ¯; ....... .:....... .;, .................. ..: ....... ~"":.---~ , ....... :. .......-:......... ,,-.. : ...... ~ -.: ¯ ; ..... ~. --- ...... ~ i ................... "......[ - ’ ......................................... _. : . ....................... ; : ~.................. i ~ ............. i ................... /’ "’~" ~...... ..... ! i i - .... -..’. ................. . : *, ................ - "~: . -..-:k .-"~ - ~* ~’.’.’~--ii’2..--: ............................................. .~ , ; . ¯ .......... ~ : ’ ! ! ;~ ~,~; ~ ,’:~:~ ~: ’ ¯ ~ c~V-~ ; .... ! ! ~! ~!~ ~,’; ; . .......... ,~,~ : , .. !, 4 .,;. . . ¯ ! BUILDING~NORTH ..... ~~, ~--,-- , LEASE EXHIBIT A-11(6) Bt]nm DEPICTION OF LANDLORD’SFACILITIES @ UPPER SUITE LEVEL /’ ¯. NFL CLUB STADIUM i 1 ~.~,..~. ~ k,,~ ~ m ,_q ’()R’I’ ,. -I 5/17/01 NFL CLUBSTADIUM I.FASEEXHIBIT A-11 (7) ¯ DEPICTIONOF LANDLORD’S FACILITIES @ UPPER CONCOURSELEVEL ¯ "---’~---" g I"--I LANOtO~’S FACIIJTIES ¯ :,D. .o... . I._Zo iil1.............................................................. i I o lililIil .......................................................... iiii, iiii O -,IQD iHi ,,., t_ .................... iiii,iiiI,iIii ,,,, iiii .,GO ,,,,i,lll iiii ll11,1111,111t lltl ",~ D iHi llfl llll eO lltl 4 l~ ! .,,i,,,, ,,., iiii IIIITIIII iiii,iiii~iiiI :),.. ,,,, ~ ,.,i H,,I,HI ,,,, 10~ , .~ ’ ,,,,ll,,I Z ? .... ,~ ¯ .,. ............... ~lr--../ .................... 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Ii:~;i li!;~;,~ll I~::~’<~]1 II"mlI "" ;’ (. .~...,.. /7 -:~":’ ~ .’,--, / ...... ........ ’, .......... . 7:. ............~ . ."" ’ ~ .... ~(,. :. 4.:’: ~,:,....’ ’ ’ .......... ;;’~. ............ i -.,’ ,~ ...... ; ..... ( "..... : %. .............. / ,: " "’" ;"--. ’ i" ’~ i NFL CLUB STADIUM LEASE EXHIBIT 11(9) , 4";. ;~.’.a I { ,~g~,:,~J t m ~,IX~RT LEASE EXHIBIT " WAREHOUSE I mu~-*L"~o.I L ,,=,°. DEPICTION OF LANDLORD’S , , t ...... __@ PARKING SPACES SI)ORT ’ ~L1 ~ i~ \ [ ( MURWOI i REWANT ASTRODOME lq HOLLY [I~ RELIANT STADIUM = ,~.o ,,m.° f\, [ ,;. LANDLoRDDESIGNATED PARKING FOR / WESTRIDGE , -~ ", E 111 ~ ~ ~ "~ ~ ...... RELIANT HALL , ~ i -- - ~- ~~~ \\\ \\\ ? f//~/ //~ "~’"-) -- , , ’, ¯ PARK INO ,I =::=::::=W’~-~ - L~ SOUTHOOP!WEST(I.H. ..~’r’,,.~.--,~,. 6101 PROJECI"NORTH LANDLORD’S STADIUM PARKING SPACES EXHIBIT B TO STADIUM LEASE PERMITTED ENCUMBRANCES 1. Anunobstructed easement 10 feet wide along a portion of the north property line, the location of which is shown on Houston Lighting & Power CompanySketch No. AR-14810-H attached to and madea part of instrument granting same, and an unobstructed aerial easement5 feet wide from a plane 20 feet abovethe groundupwardlocated south of and adjoining said 10 foot wide easement, as granted to HoustonLighting &PowerCompany by instrument dated February 9, 1962, recorded in Volume4660 Page 450 of the Deed Records of Harris County, Texas. [AS TO THE ASTRODOMAIN PROPERONLY.] 2. An unobstructed easement 10 feet wide, the location of which is shown on Houston Lighting & Power CompanySketch No. AR-14810-Hattached to and made a part of instrument granting same, as granted to HoustonLighting & PowerCompany by instrument dated February 9, 1962, recorded in Volume4660 Page 450 of the DeedRecords of Harris County, Texas. [AS TO THE ASTRODOMAIN PROPERONLY.] 3. Anunobstructed easement16 feet wide and 26 feet long for a groundtype substation with the right to fence same, the location of which is shownon Houston Lighting & Power Company Sketch No. AR-14810-Hattached to and madea part of instrument granting same, as granted to Houston Lighting & PowerCompanyby instrument dated February 9,1962, recorded in Volume4660 Page 450 of the Deed Records of Harris County, Texas. [AS TO THE ASTRODOMAINPROPER ONLY.] 4. An unobstructed easement 20 feet wide, the location of which is shown on Houston Lighting & Power CompanySketch No. AR-16285-Hattached to and made a part of instrument granting same, and an unobstructed aerial easementfrom a plane 20 feet above the groundupward,the center line of whichcoincides with the center line of said 20 foot wideeasement,a portion of said aerial easementbeing 50 feet wide and a portion being 75 feet wide as granted to HoustonLighting & PowerCompany by instrument dated January 29, 1964, recorded in Volume5433 Page 484 of the Deed Records of Harris County, Texas. Partial Release of Easementfiled for record under Clerk’s File No. N663464 of the Official Public Records of Real Property of Harris County, Texas. [AS TOTHEASTRODOMAIN PROPER ONLY.] 5. Anunobstructedeasementcontaining14,125square feet for a substation site, with the right to enclose said substation site with a suitable protective fence, as granted to Houston Lighting & PowerCompanyby instrument dated January 29, 1964, recorded in Volume5433 Page 484 of the Deed Records of Harris County, Texas. Affected by Partial Release of Easementfiled for record under Clerk’s File No. N663464 of the Official Public Recordsof Real Property of Harris County, Texas. [AS TO THEASTRODOMAIN PROPERONLY.] 6. Use of private roadways for ingress and egress granted to Houston Lighting & Power Companyby instrument dated January 29, 1964, recorded in Volume5433 Page 484 of the DeedRecords of Harris County, Texas. Affected by Partial Release of Easementfiled for record under Clerk’s File No. N663464of the Official Public Recordsof Real Property of Harris County, Texas. [AS TO THE ASTRODOMAIN PROPERONLY.] 7. Anunobstructed easementcontaining 0.082 acre of land for the enlargement of existing substation site, the location of which is shown on Houston Lighting & PowerCompany Sketch No. A-23233attached to and madea part of instrument granting with the right to enclose said easementwith a suitable fence, also unobstructedaerial easementsfroma plane 20 feet abovethe groundupward,the location of whichis shownby said Sketch, as granted to Houston Lighting & PowerCompanyby instrument dated October 8,1970, recorded in Volume8191 Page 349 of the Deed Records of Harris County, Texas. [AS TO THE ASTRODOMAINPROPER ONLY.] 8. Anunobstructed easementcontaining 0.004 acre of land for the enlargement of existing substation site, the location of which is shownon HoustonLighting & Power Company Sketch No. A-23233dated April 27, 1970, revised December18, 1970, attached to and made a part of instrument granting same, as granted to HoustonLighting & PowerCompanyby instrument dated March1, 1971, recorded in Volume8357 Page 483 of the DeedRecords of Harris County, Texas. [AS TO THE ASTRODOMAIN PROPERONLY.] 9. Anunobstructedaerial easement20 feet wide from a plane 15 feet abovethe groundupward, the location of which is shownon HoustonLighting & PowerCompanySketch No. 75-0028 attached to and madea part of instrument granting same,as granted to HoustonLighting & PowerCompanyby instrument dated June 16, 1975, filed for record July 10, 1975 under Clerk’s File No. E481570of the Official Public Recordsof Real Property of Harris County, Texas. [AS TO THE ASTRODOMAIN PROPERONLY.] 10. Anunobstructedeasementfor installation operation and maintenanceof electrical lines and facilities, granted to Reliant EnergyHoustonLighting and PowerCompany,a Division of HoustonIndustrial Inc., dated March9, 1999, filed for record underCountyClerk’s File Nos. T677491,T677492and T677490of the Official Public Records of Real Property of Harris County, Texas. [AS TO THE ASTRODOMAIN PROPERONLY.] 11. AnAerial easementfor installation operation and maintenanceof electrical lines and facilities, granted to Reliant EnergyHoustonLighting and PowerCompany,a Division of HoustonIndustrial Inc., dated March9, 1999, filed for record under CountyClerk’s File Nos. T677493of the Official Public Recordsof Real Property of Harris County, Texas. [AS TO THE ASTRODOMAINPROPER ONLY.] 12. Stadium Substation Access Easementdated December23, 1991, filed for record May11, 1992under Clerk’s File No. N 663463of the Official Public Records of Real Property of Harris County, Texas, executed by Harris County to HoustonLighting & PowerCompany for easementcontaining0.018 acre of land described by metesand boundsin said instrument. [AS TO ASTRODOMAIN PROPER ONLY.] 13. Easementfor sanitary sewer purposesas set out in Dedicationdated May16, 2000, filed for record under County Clerk’s File Nos. U403233of the Official Public Records of Real Property of Harris County, Texas. [AS TO THE ASTRODOMAIN PROPERONLY.] 14. Easementfor the installation, operation and maintenanceof electrical lines and facilities granted to Reliant EnergyHL&P dated March6, 2001, filed for record under CountyClerk File Nos. U922275 of the Official Public Recordsof Real Property of Harris County,Texas. [AS TO THE ASTRODOMAIN PROPER ONLY.] 15. Easementfor the installation, operation, and maintenanceof electrical liens and facilities granted to Reliant EnergyHL&P dated March6, 2001, filed for record under CountyClerk’s File Nos. U922277 of the Official Public Recordsof Real Property of Harris County,Texas. [AS TO THE ASTRODOMAIN PROPER ONLY.] 16. Aneasement10 feet wide along the most easterly and most westerly portions of the south property line for sanitary sewerand storm sewerpurposes, granted to the City of Houstonby instrument dated December 30, 1977filed for record under Clerk’s File No. F 456058of the Official Public Records of Real Property of Harris County, Texas. [AS TOPORTION OF LANDLORD’S LAND BOUNDED BY KIRBY DRIVE, MURWORTHDRIVE, LANTERNPOINT AND WESTRIDGESTREET ONLY.] 17. Aneasement10 feet wide along the south property line for sanitary sewerpurposesgranted to the City of Houstonby instrument dated December 30, 1977filed for record under Clerk’s File No. F 456058of the Official Public Recordsof Real Property of Harris County,Texas. [AS TO TRACT FOUR DESCRIBED IN THAT SPECIAL WARRANTYDEED RECORDED IN THE OFFICIAL PUBLIC RECORDSOF REAL PROPERTYOF HARRIS COUNTY,TEXAS, UNDERCLERK’S FILE NO. R028450 ONLY.] 18. Aneasement15 feet wide along the east property line and portions of the north and south propertylines for sanitary sewerpurposesgrantedto the City of Houstonby instrumentdated January 29, 1987 filed for record under Clerk’s File No. K 949831of the Official Public Records of Real Property of Harris County, Texas. [AS TOPORTION OF LANDLORD’S LAND BOUNDEDBY KIRBY DRIVE, MURWORTH DRIVE, LANTERNPOINT AND WESTRIDGESTREET ONLY.] 19. Aneasement15 feet wide along the west property line and along a portion of the south propertylines for sanitary sewerpurposesgranted to the City of Houstonby instrumentdated January 29, 1987filed for record under Clerk’s File No. K949831of the Official Public Records of Real Property of Harris County, Texas. Affected by Consent to Encroachment over City Easementfiled for record under Clerk’s File No. T660715of the Official Public Records of Real Property of Harris County, Texas. [AS TO PORTION OF LANDLORD’S LAND BOUNDEDBY KIRBY DRIVE, MURWORTH DRIVE, LANTERNPOINT AND MCNEESTREET ONLY.] 20. Aneasementand right-of-wayacross the south 487.61feet of subject property granted to St. Catherine’s Montessori, Inc. by instrument dated February 2, 1989 filed for record under Clerk’s File No. M054096of the Official Public Recordsof Real Property of Harris County, Texas. [AS TO TRACT FOUR DESCRIBEDIN THAT SPECIAL WARRANTY DEED RECORDEDIN THE OFFICIAL PUBLIC RECORDSOF REAL PROPERTYOF HARRIS COUNTY,TEXAS, UNDERCLERK’S FILE NO. R028450 ONLY.] 21. OrdinanceNo. 62-646of the City of Houstonestablishing building lines along KirbyDrive, a certified copy of said Ordinancebeing recorded in Volume4731 Page 607 of the Deed Records of Harris County, Texas. 22. Buildingset backline located 20 feet west of and parallel to the west propertyline of Kirby Drive, as set forth in the instrument recorded in Volume4607Page 345 of the DeedRecords of Harris County, Texas. 23. Sublease dated September11, 1980 by and betweenHoustonSports Association, Inc. and Astrodome-AstrohallStadium Corporation, as Landlord, and Harry M. Stevens, Inc., as Tenant, (to which ARAMARK Corporation succeeded as Tenant) as evidenced by Memorandum of Lease dated September 11, 1980, filed for record March25, 1981 under Clerk’s File No. G909293,Real Property Records of Harris County, Texas; Sublease and Concession Agreementdated March2, 1990, by and between HoustonSports Association, Inc. (HSA)and Astrodome-Astrohall Stadium Corporation, as Landlord, and Harry Stevens, Inc., as Tenant, (to which ARAMARK Corporation succeeded as Tenant) evidenced by Memorandum of Lease dated March2, 1990, filed for record March12, 1990, under Clerk’s File No. M546173,Real Property Records of Harris County, Texas. 24. The Existing RodeoLease (other than the RodeoLease Amendment). 25. Special Warranty Deedto be executed by Cedarcrest Property L.L.C. to Landlord to be recordedin the Real Property Recordsof Harris County,Texas,and the Liens and restrictions contained therein. [The form of whichis shownas Exhibit "B-I" to this Exhibit "B".] [AS TO THE ADDITIONAL PARKING LAND DESCRIBED IN SUCH DEED AND BOUNDED BY MAIN STREET, McNEE STREET, LANTERN POINT AND MURWORTH DRIVE AND TENANT’S PRACTICE FACILITIES LAND ONLY.] 26. DeedWithout Warranty from HoustonLivestock Showand Rodeo, Inc. to Landlord dated ,2001 and recorded under Harris CountyClerk’s File No. in the Real Property Recordsof Harris County, Texas, and the restrictions contained therein. [ASTO RODEO LAND ONLY.] EXHIBIT B-1 TO STADIUM LEASE SPECIAL THE STATE OF TEXAS COUNTY OF HARRIS § § § WARRANTYDEED KNOWALL MEN BY THESE PRESENTS: THAT,CEDARCREST PROPERTY L.L.C. ("Grantor"), for and in consideration of the sum ofTENANDNO/100DOLLARS ($10.00) in hand paid or secured to be paid to Grantor HARRIS COUNTY, TEXAS,a body corporate and politic under the laws of the State of Texas ("Grantee"), and other goodand valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged by Grantor, has GRANTED, SOLDand CONVEYED and by these presents does GRANT, SELLand CONVEY unto Grantee, subject to the Permitted Encumbrances (as hereinafter defined), all of the followingdescribedreal propertylocated in Harris County,Texas, together with all improvementsto as the ("Property"): Being 10.5637 acres, moreor less, in the P.W. Rose Survey, A-645, HamsCounty, Texas, and being moreparticularly described by metes and boundson Exhibit "A" attached hereto and incorporatedherein for all purposes. This conveyanceis madeby Grantor and accepted by Grantee expressly subject to the following (the "Permitted Encumbrances"): (1) Anyand all matters listed, referred to or containedin the Real Property Recordsof HamsCounty, Texas, to the extent, but only to the extent, the sameare valid and subsisting and affect the Property; (2) Anyand all discrepancies, conflicts, or shortages in area or boundarylines, or any encroachments,or any overlappingof improvements and all other matters that a true, correct and completesurvey wouldreveal; (3) Liens securing taxes not yet due and payable; (4) That certain NFLClub Stadium Lease Agreementdated as of May17, 2001 by and betweenHoustonNFLHoldings, L.P. ("Houston NFL"), as tenant, and HamsCounty Sports & ConventionCorporation, a local governmentalcorporation organized under the laws of the State of Texas, as landlord (the "NFLClub StadiumLease"); (5) The RodeoLease (as said term is defined in the NFLClub StadiumLease), but only to the extent in force and applicable and subject to the Restrictions; (6) TheExisting RodeoLease (as said term is defined in the NFLClub StadiumLease), but only to the extent in force and applicable and subject to the Restrictions; (7) The other Principal Project Documents(as said term is defined in the NFLClub StadiumLease), but only to the extent in force and applicable and subject to the Restrictions; and (8) The Restrictions imposedpursuant to this Special Warranty Deed. Exceptfor those capitalized terms expressly defined within this Special WarrantyDeed, all capitalized terms used herein shall have the meaninggiven to themin the NFLClub StadiumLease, regardlessof whetherit is in force or not. Grantor herebyadopts, establishes, and imposesuponthe Property the followingrestrictions and covenants(collectively, the "Restrictions") and such Restrictions shall (i) constitute covenants running with the title to the Property and continue to be binding upon each ownerand occupantof the Property and all of their respective successors and assigns, whetherby operation of law or otherwise,and (ii) inure to the benefit of, and be enforceableby, Grantor: (i) Withoutthe prior written consent of Grantor, no improvements shall be constructed on the Property other than improvements for surface parking, football practice facilities and uses incident thereto; and (ii) TheProperty shall be used only for such uses by Granteeas are permitted under the NFLClub Stadium Lease and the other Principal Project Documents. The Restrictions maynot be amended,terminated, released or waivedexcept by the terms of a written instrument that has been duly executedand acknowledged by Grantor and filed of record in the Real Property Recordsof HamsCounty, Texas. Grantor shall have the right to enforce the Restrictions by any proceedingat law or in equity, including, withoutlimitation, the right to obtain injunctive relief. Thefailure of Grantorto enforce the Restrictions or any other provision of this Special Wan’antyDeedshall in no event be deemeda waiverof the right to do so in the future. The invalidity or unenforceabilityof any of the Restrictions in any instance or as applied to any particular situation shall in no wayaffect or invalidate the other Restrictions, but, to the contrary, the Restrictions shall remainin force and effect as providedabove. Nothingin this Special Warranty Deed, whetherexpress or implied, shall be construed to give any individual or entity (other than Grantor)any legal or equitable right, remedyor claimunderor in respect of the Restrictions or right to enforce the Restrictions. TOHAVE ANDTOHOLD the Property, subject to the Permitted Encumbrancesand the Restrictions, together with all and singular the rights and appurtenancesthereto in anywisebelonging unto Grantee, Grantee’sheirs, legal and personal representatives and assigns forever; and Grantor does herebybind itself, its legal representatives, successors and assigns, to warrant and forever defend, all and singular the said Property unto Grantee, Grantee’s heirs, legal and personal representatives and assigns, against every person whomsoever lawfully claiming, or to claim the same,or any part thereof, by, throughor under Grantor, but not otherwise. As a portion of the other considerationfor the conveyanceherein made,Granteeshall execute and deliver to , a ("Noteholder"), that certain Promissory Note ("Note") dated ,2001 in the original principal amountof AND NO/100DOLLARS ($ executed by Grantee payable to the order of Noteholder, and the paymentof the Note shall be securedby the vendor’slien and superior title herein renewedand assignedto Noteholderand by that certain Deed of Trust ("Deed of Trust") of even date with the Note from Grantee , as Trustee, for the benefit of Noteholder,coveringthe Property. Grantor hereby expressly reserves and retains for Grantor, and Grantor’s successors and assigns for Noteholder,and Noteholder’ssuccessors and assigns, the vendor’s lien, as well as the superior title, in and to the Propertyto secure (i) the paymentof the Note, and (ii) the performance and paymentby Granteeof all covenants, conditions, obligations and liabilities under the Deedof Trust. Noteholdershall not be entitled to enforcethe vendor’slien or assert the superior title unless Noteholderalso shall be entitled, at the time of such enforcementor assertion, to exercise the rights of foreclosure under the terms of the Deedof Trust. Uponthe full and completepaymentof the Note and satisfaction and performanceof all covenants,conditions, obligations and liabilities under the Deedof Trust, then this conveyanceshall becomeabsolute and the vendor’slien and superior title herein reserved shall be automatically released and discharged. Real Estate ad valoremtaxes and all other taxes and assessmentsagainst the Property for the year 2001have been prorated betweenGrantor and Granteeas of the Effective Date. Real estate ad valoremtaxes and all other taxes and assessments against the Property for the year 2002and all subsequent years shall be paid by Grantee as the samebecomedue and payable. Grantee has joined in the execution of this Special WarrantyDeedto evidence Grantee’s acceptance of this conveyanceand Grantee’s agreementto the terms of this conveyance. [SIGNATURE PAGE FOLLOWS] 3 EXECUTED as of the __ day of ,2001 (the "Effective Date"). GRANTOR: CEDARCREST PROPERTYL.L.C., a Delawarelimited liability company By: Robert C. McNair,President Addressof Grantee: GRANTEE: HARRIS COUNTY, TEXAS By: Name: Title: THE STATE OF TEXAS § COUNTY OF HARRIS § § This instrument was acknowledged before me on this _ day of ,2001, by , o fCedarcrest Property L.L.C., a Delaware limited liability company. NotaryPublic in and for The State of Texas Name: MyCommissionEx 9ires: THE STATE OF TEXAS § COUNTY OF HARRIS § § This instrument was acknowledged before me on this __ day of ,2001, by , of Harris County, Texas, a body corporate and politic under the laws of the State of Texas, on behalf of such body. Notary Public in and for The State of Texas Name: MyCommissionExpires: EXHIBIT "A" TO SPECIAL WARRANTY DEED Property Description ::ODMA’xPCDOCSLHOUSTON_ 12340123\75 264:18730-5 EXHIBIT C-1 TO STADIUM LEASE LANDLORD STAFFING MaintenancePersonnel Supervisors Assistant BoxOffice Managers Box Office Managers Engineering Supervisors Engineers Roof Operators Groundskeepersand Playing Field Personnel Operations Supervisors Facility Marketing/PublicRelations Staff Facility Senior Management Staff Switchboard Operator Regular Facility Security/Non-EventSecurity BoxOffice Receptionist All personnel that would be regular staffing of the Leased Premises during any week (to be determined by mutual agreement between Landlord and Tenant and reviewed on an annual basis) EXHIBIT C-2 TO STADIUM LEASE GAME/EVENT STAFFING AND ADDITIONAL STAFFING Position* Ushers Usher Supervisors Ticket Takers Ticket Taker Supervisors Ticket Sellers Ticket Seller Supervisors Will Call Personnel Will Call Supervisors Box Office Vault Managers CustomerService Attendants CustomerService Concierges Including Suites and Club Seats CustomerService Supervisors Event Staff/Peer Security/Crowd ManagementAttendants Event Staff/Peer Security/Crowd ManagementAttendant Supervisors Door Guards Door Guard Supervisors Fire DepartmentPersonnel Fire DepartmentPersonnel Supervisors Police/Sheriffs/Constables/Law EnforcementPersonnel (including parking lot and traffic control) Police/Sheriffs/Constables/Law EnforcementSupervisors (including parking lot andtraffic control) UnarmedUniformedSecurity Personnel (not including 24 hour security personnel) UnarmedUniformedSecurity Supervisors (not including 24 hour security personnel) Operations Personnel Parking Lot Cashiers Parking Lot HousekeepingAttendants (Event and Post Event) Parking Lot HousekeepingSupervisors (Event and Post Event) Stagehand Personnel Stagehand Supervisors or Stewards May be Provid ed B y Tenant X X X Housekeeping Personnel, including personnel for restocking of certain restroomsupplies as provided in Section 6.1.4 HousekeepingSupervisors Post Event HousekeepingPersonnel Post Event HousekeepingSupervisors X Medical Personnel X Medical Supervisors Electricians Projectionists X Public Address Operators X Score Board/Video Board Operators Spotlight Operators X Telecommunicationsand Video Production Personnel X AnyTechnical or Technical Support Supervisors Maintenance Personnel Elevator Operators Elevator Operator Supervisors Elevator and Escalator Technicians Facility Event Managers Personnel required by GovernmentalRule, except GovernmentalRule promulgatedby Countythat is not of general applicability to all propertyownedor leased by County, any CountyAffiliate and Landlord *Noneof these are paid for or reimbursedby Tenantif they are (a) LandlordStaffing as set forth Exhibit C-l, (b) Additional Staffing for whichLandlordpays in accordancewith Section 6.1.2(b) of this StadiumLease, or (c) not attributable to Football HomeGames,Tenant Events and Tenant Non-Events,and then Tenantshall pay or reimbursethemonly to the extent they are attributable to Football HomeGames, Tenant Events and Tenant Non-Events. EXHIBIT D TO STADIUM LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT That [ , a ] ("Assignor"), for and in consideration of the sum of TENand NO/100DOLLARS ($10.00) in hand paid Assignor by [ , a ] ("Assignee"), and other good and valuable consideration, the receipt and sufficiency of all of whichis hereby acknowledged by Assignor, has TRANSFERRED and ASSIGNED,and by these presents does TRANSFER and ASSIGN unto the said Assigneeall of Assignor’s right, title and interest in, to and under the following: 1. NFLClub Stadium Lease Agreement dated , by and between Houston NFLHoldings, L.P. ("Houston NFL"), as Tenant, and Harris County Sports & ConventionCorporation (the "Corporation"), as Landlord (the "Stadium Lease"); 2. The Capital Repair ReserveFundand the Insurance Fund(as said terms are defined in the StadiumLease); 3. NFLClub License Agreement dated by and between Houston NFL, as Licensee, and the Corporation, as Licensor (the "NFLClub License Agreement"); 4. Non-Relocation Agreement dated by and between Houston NFLand the Corporation (the "Non-RelocationAgreement"); 5. Project Agreement dated by and among Houston NFL, Houston Livestock Showand Rodeo, Inc. and the Corporation (the "Project Agreement"); 6. Stadium Tri-Party Agreement dated by and amongHouston NFL, Houston Livestock Showand Rodeo, Inc., and the Corporation (the "Stadium Tri-Party Agreement"); 7. Recognition, Non-Disturbance and Attornment Agreement dated , by and amongCorporation, Harris County, Texas, and HoustonNFL(the "Recognition Agreement"); 8. TheFranchise (as said term is defined in the Non-RelocationAgreement);and 9. Funding Agreement dated by and amongHarris County HoustonSports Authority, Corporation, HoustonNFLand HoustonLivestock Show and Rodeo, Inc. ACCEPTANCE AND ASSUMPTION For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Assignee, Assigneehereby (i) agrees to be boundby all of the terms, conditions and provisions of the Stadium Lease, NFLClub License Agreement, Project Agreement, NonRelocation Agreement, Stadium Tri-Party Agreement, Recognition Agreement and Funding Agreement and (ii) assumesfull responsibility, on and after the Effective Date, for the performance of all the duties and obligations of Assignorunder the StadiumLease, NFLClub License Agreement, Project Agreement, Non-Relocation Agreement, Stadium Tri-Party Agreement, Recognition Agreementand FundingAgreementarising on and after the Effective Date. ASSIGNEE’S REPRESENTATIONS For goodand valuable consideration, the receipt and sufficiency of whichis hereby acknowledged by Assignee, Assigneehereby represents and warrants to Assignor and the Corporation, as of the Effective Date, as follows: ] duly formed, valid existing, and in good (a) Assignee is a standing under the laws of [ ], with all necessaryconstituent powerand authority to carry on its present business and to enter into this Assignmentand Assumption Agreementand consummatethe transactions herein contemplated; (b) Neither the execution and delivery of this Assignment and AssumptionAgreement by Assigneenor the performanceby the Assigneeof its obligations hereunderor under the Stadium Lease, Stadium Tri-Party Agreement, NFLClub License Agreement, NonRelocation Agreement,Project Agreement, Funding Agreementor Recognition Agreement will (i) violate anystatute, rule, regulation, judgment,order, decree, stipulation, injunction, charge, or other restriction of any Governmental Authority (as said term is defined in the StadiumLease) or court to whichAssigneeis subject or any provision of any charter or bylaws or constituent documents,as applicable, of Assigneeor (ii) conflict with, result in breachof, constitute default under, result in the accelerationof, create in any party the fight to accelerate, terminate, modifyor cancel or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreementor mortgagefor borrowedmoney,instrument of indebtedness, security interest or other agreementto which Assigneeis a party or by whichAssigneeor its assets are bound; (c) All proceedings required to be taken by or in behalf of Assignee to authorize Assigneeto execute and deliver this Assignmentand AssumptionAgreementand to perform the covenants, obligations and agreementof Assigneehereunder have been duly taken. No consent to the execution or delivery of this Assignmentand AssumptionAgreementor the performanceby Assigneeof its covenants, obligations, and agreementshereunderis required fromany partner, boardof directors, shareholder,creditor, investor, judicial, legislative or administeredbody, Governmental Authority or any other Person, other than any such consent whichhas already been unconditionally given. (d) This Assignment and AssumptionAgreementconstitutes the valid and legally binding obligation of Assignee, enforceable in accordancewith its terms and conditions, except as such enforcement maybe limited by bankruptcy, insolvency, reorganization, moratoriumor other similar laws presently or hereafter in effect, affecting the enforcement of creditor’s rights generally and by general principles of equity whetherapplied in any proceedingat law or in equity. (e) There is no action, suit, claim, proceeding or investigation pending or to the Assignee’sknowledge currently threatenedagainst Assigneethat questionsthe validity of this Assignmentand AssumptionAgreementor the transactions contemplated herein or that could either individually or in the aggregate have material adverse effect on the assets, conditions, affairs, or prospects of Assignee,financially or otherwise, or any changein the current equity ownershipof Assignee,nor is Assigneeawarethat there is any basis for any of the foregoing. , EXECUTED by Assignor as of [ ] (the "Effective Date"). ASSIGNOR: [ ] By: Name: Title: EXECUTED by Assignee as of the Effective Date. ASSIGNEE: [ By: Name: Title: ] EXHIBIT E TO STADIUM LEASE FORM OF MEMORANDUMOF LEASE THE STATE OF TEXAS § § COUNTY OF HARRIS § THIS MEMORANDUM OF LEASE(this "Memorandum") is made and entered into effective as of the __ day of , 2001, by and between HARRISCOUNTY SPORTS& CONVENTION CORPORATION ("Landlord"), a local government corporation organized under the laws of the State of Texas, and HOUSTON NFLHOLDINGS, L.P., a Delawarelimited partnership ("Tenant"). RECITALS A. Landlord and Tenant have entered into that certain NFLStadiumLease Agreement (the "StadiumLease") dated effective as of ,2001, pursuant to whichLandlordleased to Tenant and Tenant leased from Landlord, amongother property, the LeasedPremises, including certain interests and rights in and to the land described on Exhibit "A" attached hereto and incorporated herein, on and subject to the terms and conditions of the StadiumLease and the other Principal Project Documents. B. Landlord and Tenant desire to execute this Memorandum to provide notice of Tenant’s rights, titles and interest under the StadiumLease and the other Principal Project Documentsand in and to the Leased Premises. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the Parties agree as follows: Section 1. Definitions and Usage. Unless the context shall otherwise require, capitalized terms used in this Memorandum shall have the meaningsassigned to themin the Stadium Lease, whichalso contains rules as to usage that shall be applicable herein. Section 2. Lease. The LeasedPremises has been leased to Tenant pursuant to the terms and conditions of the StadiumLease, which is incorporated by reference in its entirety in this Memorandum. In the event of any conflict or inconsistency between this Memorandum and the StadiumLease, the StadiumLease shall control. Section 3. Lease Term. Landlord has leased the Leased Premises to Tenant for a term commencingat 12:01 a.m. on the first day following the Substantial Completion Date and acceptanceof the LeasedPremisesby Tenant, or such later date as maybe specified by Tenant in a written notice of exercise by Tenant of the Commencement Extension Option, and ending, unless (a) sooner terminated in accordancewith the provisions of the StadiumLease, or (b) extended to a Stub Period as describedin Section 3.1 of the StadiumLeaseat 11:59 p.m. on the day after the date that is thirty (30) years after the Substantial CompletionDate and acceptanceof the Leased Premises by Tenant. Section 4. Successors and Assigns. This Memorandum and the Stadium Lease shall bind and inure to the benefit of the Parties and their respective successors and assigns, subject however,to the provisions of the StadiumLease regarding assignment. IN WITNESSWHEREOF, this Memorandumhas been executed by Landlord and Tenant as of the date first abovewritten. LANDLORD: HARRIS COUNTYSPORTS & CONVENTION CORPORATION By: Name: Title: TENANT: HOUSTONNFL HOLDINGS,L.P., By: RCMSports & Leisure, L.P., Its general partner By: Houston NFLHoldings GP, L.L.C., Its general partner By: Robert C. McNair,President STATE OF TEXAS § § COUNTY OF HARRIS § This instrument was acknowledged before me on , 2001 by ., of HARRIS COUNTYSPORTS & CONVENTION CORPORATION, a Texas public non-profit corporation, on behalf of said corporation. Printed Name: Notary Public in and for the State of Texas MyCommissionExpires: {SEAL} STATE OF TEXAS § § COUNTY OF HARRIS § This instrument was acknowledgedbefore me on ,2001 by Robert C. McNair,President of HoustonNFLHoldingsGP, L.L.C., a Delawarelimited liability company,the general partner of RCM Sports & Leisure, L.P., a Delawarelimited partnership, the general partner of HOUSTON NFLHOLDINGS, L.P., a Delawarelimited partnership, on behalf of said partnership. {SEAL} Printed Name: Notary Public in and for the State of Texas MyCommissionExpires: EXHIBIT F TO STADIUM LEASE EXISTING RODEOLEASE 1. Memorandum of Agreement dated March 5, 1964 by and between the Houston Sports Association, Inc., a Texascorporation ("HSA")and Rodeo,joined in by County, a certified copy of said instrument being filed for record on November10, 1992, under Clerk’s File No. N950789,Real Property Records of Harris County, Texas. 2. Supplement to Memorandum of Agreementdated April 13, 1964 by and between HSAand County,joined in by Rodeo,a certified copy of said instrument being filed for record on November 1 (), 1992, under Clerk’s File No. 950790,Real Property Recordsof Harris County, Texas. 3. Letter Agreementby and between HSAand Rodeodated August 17, 1967. 4. Letter Agreementbetween HSAand Rodeodated February 13, 1969. 5. Letter Agreementbetween Astrodome-AstrohallStadiumCorporation, a Texas corporation and successor in interest to HSA("AASC")and Rodeodated April 10, 1974. 6. Commissioners Court Order Relating to Various Facilities at Stadium Park dated November14, 1974, a certified copy of said instrument being filed for record on November 10, 1992, under Clerk’s File No. N950791of the Real Property Recordsof Harris County, Texas. 7. Second Supplement to Memorandumof Agreement dated November14, 1974 by and betweenAASC and Rodeo,joined in by the County,a certified copyof said instrument being filed for record on November10, 1992, under Clerk’s File No. N950791,Real Property Recordsof Harris County, Texas. 8. Third Supplement to Memorandum of Agreementdated November14, 1974 by and between AASC and Rodeo,joined in by the County, a certified copy of said instrument being filed for record on November 10, 1992, under Clerk’s File Nos. N950791and N950792of the Real Property Records of Harris County, Texas. 9. Letter Agreementbetween HSAand Rodeodated January 19, 1981. 10. Letter Agreementbetween Rodeoand the County dated December5, 1988. 11. Agreementby and between the County and Rodeodated February 14, 1989. 12. Agreementby and between the County and Rodeo dated November21, 1989. 13. Agreementby and between Rodeoand HSAdated July 16, 1992. 14. Letter Agreement by and between Rodeo and Houston McLaneCompany,Inc., a Texas corporation ("McLane")dated March6, i 996. 15. Third Amendment to Restated Lease and Amendments by and amongthe County, Astrodome U.S.A., a division of McLaneand a Texas corporation ("AUSA"),HSA,AASC and Rodeo dated May7, 1996, said instrument being filed for record on May16, 1996, under Clerk’s File No. R928153of the Real Property Recordsof Harris County, Texas.. 16. Agreementby and between Rodeo and McLaned/b/a AUSAdated October 8, 1996. EXHIBIT G TO STADIUM LEASE FIELD EQUIPMENT Goalposts, field signs and markers,field benches,tables and chairs, public address and loud speaker systems, time clocks, phonehook-upsfrom each team bencharea on the Playing Field to respective coachesin the press or coaches’box, and nets, yard markers,goal post pads and wallpadsand chairs, all conformingto NFLFootball Rules and Regulations. EXHIBIT H TO STADIUM LEASE SECTION 9 OF CITY’S EXCLUSIVITY RESOLUTION "The NFLClub has entered into a stadiumlease (the "Club Lease") with the Corporation reliance on the agreementof the City as set forth herein. In consideration for the Club Lease, the City agrees that it will not enter into a lease or other contractual arrangementwith any other person or entity for, or that allowsthe exhibitionof, professionalfootball duringthe termof the ClubLease. For purposes of this agreement,"professional football" shall meanthe type of Americanfootball regularly played in the United States betweenmemberteams within a football association such as the National Football League, the Canadian Football League, the NFLEurope League, XFL (ExtremeFootball League), and any other similar league or leagues nowor hereafter organized, and including any teams withoutleague affiliation playing a comparablestyle and brand of professional American football (excluding so-called "arena" football, as commonlypracticed today). Notwithstandingthe above, the City shall not be prohibited from entering into a lease or other contractual agreementfor other facilities that allows the exhibition of soccer, college football, the NFLWorld Championship Game(the Super Bowl), the Pro Bowl games, and Olympic venues, providedthat such other facilities are not usedfor professionalfootball other than the holdingof a NFLWorld Championship Game(Super Bowl) or a Pro Bowl. The City further agrees that the NFLClub shall have the right to obtain an injunction prohibiting any violation of the provisions of this agreement. In connectionwith the rights granted to the NFLClub in this agreement,the City: (1) recognizes that the NFLClub has (x) contributed significant capital costs the construction of the Stadiumand RelatedInfrastructure, including the Practice Facilities (as such term is defined in the Club Lease), and (y) acquired the Franchise(as such term defined in the ClubLease), in material part, in reliance on the agreementsof the parties to the Principal Project Documents(as such term is defined in the Lease), including the provisions of Section 2.4 of the Lease, and this agreement;and (2) acknowledgesand agrees that monetary damagescould not be calculated compensate the NFLClub for any violation by the City of the covenants, duties and obligations contained in this agreement. Accordingly,the City agrees that (i) the NFLClub mayrestrain or enjoin any violation or threatened violation of the covenants,duties and obligations containedin this Section 9 providedabovewithout the necessity of posting a bondor other security and withoutany further showingof irreparable harm, balance of harms, consideration of the public interest or the inadequacyof monetarydamagesas a remedy,(ii) the administration of an order for injunctive relief wouldnot be impracticable and, the event of any violation of any covenant,duty or obligation containedin this agreementthe balance of hardships wouldweighin favor of entry of injunctive relief, (iii) the NFLClub mayenforce any such covenant, duty or obligation contained in this agreementthrough specific performanceif so awarded, and (iv) the NFLClub mayseek injunctive or other form of relief from a court competentjurisdiction in order to maintainthe status quo and enforce the terms of this agreement. TheCity further agreesand irrevocablystipulates that the rights of the NFLClubto injunctive relief J pursuant to this agreementshall not constitute a "claim" pursuant to Section 101 (5) of the United States BankruptcyCodeand shall not be subject to discharge or restraint of any nature in any bank/uptcyproceedinginvolving the City. The abovefights of the NFLClub relating to injunctive relief granted herein in this Section 9 are limited to the enforcementof the prohibition of the exhibition of professionalfootball as set forth in Section 9. To the fullest extent allowableunder GovernrnentalRule(as defined in the Club Lease) and subject to the termsand conditions of this Section 9, the City unconditionallyand irrevocablywaives any and all rights of sovereignimmunitywhichit nowhas or mayacquire in the future regarding any claims arising in contract out of this Section9."