STADIUM LEASE AGREEMENT BETWEEN RICHARDSON SPORTS LIMITED PARTNERSHIP AND CLEMSON UNIVERSITY CLEMSONAGR 12f22l94 TABLE OF CONTENTS STADIUM LEASE AGREEMENT . 1. Definitions and Descriptions 1 1.1 "Football Season" - 1 1.2 "Home Games" 1 1.3 2 1.4 "Person" 1.5 "Stadium" - 2 1.6 "Team" 2 1.7 "Ticket Bond Fees? 2 1.8 "Ticket Receipts" 2 2. Demise of Premises. 3 3. Term 3' 3.1 initial Term . 3 3.2 Termination; Renewal 3 4. Rent 4 4.1 Rent 4 4.2 Payment of Rent 4 5. Use of the Stadium 4 5.1 Professional Football Games 4 5.2- Home Games 4 5.3 Scheduling 4? 5.4 Other Uses 5 a. Stadium Operations 5 6.1 General Conditions . 5 6.2 Payment of Stadium Expenses. 6 6.3 Field Preparation. Conversion and Maintenance. 6 6.4 Maintenance of the Stadium 6 6.5 Clean-Up of the Stadium Following Home Games 7 6.6 Scoreboard System 7 6.7 Public Address System 7 CLEMSONAGR 12:22:94 i 10. 11. 12. 13. 6.8 Parking Spaces 8 6.9 Utilities 8 6.10 8 6.11 Game Day Personnel. 8 Concessions and Other Services. 9 7.1 Concessions Sales During Home 9 7.2 Sharing of Concession Proceeds or Profits 10 7.3 Other Services 10 Commercial Advertising. 10 Television and Radio Provisions 10 9.1 Home Games. 10 9.2 Cooperation by Clemson. 1 1 Luxury Suites 1 1 10.1 General Rights 11 10.2 Clemson Suite. 12 10.3 Annual Fees 12 Insurance 12 11.1 Liability Insurance Maintained by RS. 12 11.2 Property Insurance. - 13 11.3 Team Personal Property Insurance. 13 11.4 Third Party Insurance. 14 Force Majeure 15 1 2.1 Non-Liability of Clemson 15 12.2 Partial Destruction; Stadium Available for Home Games. 15 12.3 Total or Partial Destruction; Stadium Not Available for Home Games. 15 12.4 Strikes 15 12.5 Other Limiting Events. 16 12.6 Events of Default 16 Condemnation 16 13.1 Total Condemnation 16 CLEMSONAGR 12122/94 ii 13.3 Separate Award to RS 17 14. Quiet Enjoyment 17 15. Default Provisions 18 15.1 Default by Clemson 18 15.2 Default by RS 18 15.3 Failure to Cure 20 15.4 Cure of RS Default by Clemson. 20 16. Notices 21 16.1 Sending of Notices. 21 16.2 Addresses of Parties 21 17. General Provisions . 22 17.1 Membership in NFL 22 17.2 Scalping. 22 17.3 Applicable Laws: Licenses. 22 17.4 Governing Law. 22 17.5 Taxes. 23? 17.6 Survival. 23 17.7 Captions. 23 17.8 Entire Agreement 23 17.9 Modifications. 24 17.10 Severability. 24 17.11 Binding Effect 24 17.12 Arbitration 24 EXHJEIS Exhibit 6.6 Clemson Advertising Agreements 7, 10 Exhibit 11.2 Clemson Insurance Policy 13 13.2 Partial Taking. 16 CLEMSON .AGR 12722194 STADIUM LEASE AGREEMENT AGREEMENT is executed and entered into as of January 20, 1995, between RICHARDSON SPORTS PARTNERSHIP, a North Carolina limited partnership, (hereinafter and CLEMSON UNIVERSITY, Clemson, South Carolina (hereinafter "Clemson"), to reduce to writing the October 26, 1993, agreement of RS and Clemson with regard to the use by R8 of Clemson?s football stadium. RECITALS. RS has been awarded an NFL franchise for the Carolinas and will begin play in the NFL in 1995. RS desires to play its first season beginning in the Fall of 1995 in Clemson's Stadium and Clemson is willing to lease its football stadium to Clemson and RS have entered into this Agreement, upon the terms and conditions set forth herein. AGREEMENT For and in consideration of the mutual promises herein set forth, RS and Clemson agree as follows: 1. Wm 1.1 ""EopibalL?eason means the preseason, regular season, playoff and championship professional football games of the NFL each year. 1.2 means the Team's professional football games scheduled to be played in the Carolinas franchise area or in which the Team is designated by the NFL as the home team. "Home Games" includes pre-season, regular season, and playoff home games, but excludes the NFL championship game (the Super Bowl). CLEMSONAGR 1! 17(95 1.3 means the association of professional football teams commonly referred to as the National Football League and its successors. 1.4 Maegan means a natural person, partnership, corporation, trust and/or any other form of business entity. 1.5 "Stadium" means the Clemson Stadium, an open-air, Football Stadium in Clemson, South Carolina, that has a seating capacity of approximately 76,000 in regular stadium seats, general admission and luxury suites. In addition, there is standing room for another approximately 5,000 fans. The Stadium includes a natural turf athletic playing field; football goal posts; team benches; playing field flcodlights; entrance gates; a stadium public address system; a scoreboard; ticket selling spaces and a secured ticket offices space; press space; radio?and television broadcasting space; an equipped x-ray space; concession and Commissary spaces; security and first aid spaces; public restrooms; an official's locker/dressing/shower space; two finished team locker/dressing/shower spaces; training rooms; meeting rooms; and other designated spaces. 1.6 "learn" means RS and the professional football franchise owned by RS through membership in the NFL. 1.7 icket Band Page" means a fee of one dollar per actual paid admission payable by RS pursuant to Section 4.1. (This includes $1f eased suite seat suite. seats other than those reserved by Clemson), occupied at game time or not 24 seat box: . 1.8 "Mots" means the face value of tickets sold or otherwise issued for Home Games, whether or not redeemed for admission. For any Football CLEMSON.AGR 12122194 2 Season, Ticket Receipts shall not include: complimentary tickets issued by R8 to persons admitted to the Stadium to enable them to provide pre-game or half-time entertainment, to participate in pre?game ceremonies or to otherwise take part in the staging of the event; other complimentary tickets issued by the Team until the number of such other complimentary tickets exceeds the number of Home Games played at the Stadium-during that season multiplied by 1,000; press passes issued by the Team which do not entitle their holders to regular Stadium seating; sales taxes or other levies by federal, state or local entities; is) Ticket Bond Fees; revenues from luxury suites; or tickets given to or reserved by Clemson. 2. W. Clemson hereby leases. to RS and RS hereby accepts from Clemson, during the term of this Agreement, the right to use the Stadium on the terms and subject to the conditions set forth in this Agreement. 3. Lean. 3.1 The term of this Agreement shall commence ninety~six (96) hours before the first Home Game in the Stadium and shall continue in force until twenty-four (24) hours after the final Home Game of the 1995 season. The anticipated commencement date is August 1, 1995. 3.2 Except as hereinafter provided, this Agreement shall terminate at the end of the initial term and neither party shall have any further rights or obligations hereunder. CLEMSONAGR 122'223'94 3 4. Rent 4.1 Real. RS shall pay to Clemson as rental for the use of the Stadium for each Home Game, without previous demand therefor and without any setoff, abatement or deduction, the following sums: a. $1 per ticket as a bond fee, plus b. 1 Seven percent of Ticket Receipts, plus c. Ten percent of luxury suite lease gross revenues, including "Tiger Den." 4.2 Wm. The rental set forth in Section 4.1 shall be paid within 10 business days after the date of the Home Game to which it relates. 5. 5.1 W. RS shall have the sole and exclusive right to exhibit professional football games at the Stadium for the 1995 season. 5.2 Homilies. The Team will play all of its 1995 Home Games at the Stadium and shall not play any Home Games during 1995 at any other stadium facility during the term hereof unless requested to do so by the NFL. 5.3 ?shedu?ng. I The Team's Home Games shall be scheduled for weekends when Clemson's football team is not playing in the Stadium. As soon as Clemson?s home game schedule is set for the 1995 football season, Clemson shall notify RS and all weekend dates not on that schedule shall be reserved for the - Team. As soon as the Team's pre-season and regular season schedules are set for the 1995 Football Season, RS shall notify Clemson of the dates for which the Team CLEMSONAGR 12l22f94 4 does not require the Stadium and will release such dates back to Clemson subject to the right of R8 to approve the use of the Stadium field on such dates for any events prior to the end of the Team?s season. 5.4 9.1M. The Team acknowledges that it will be one of several users for the Stadium. The Team will make reasonable and necessary accommodations for other users of the Stadium, so long as those accommodations do not adversely affect the Team?s ability to stage its gamels) in accordance with NFL standards. 6. W05. 6.1 Webs. During the term of this Agreement, RS shall use the Stadium exclusively for the staging of professional football games and activities related thereto, as more specifically provided for in this Agreement. RS shall have no rights to use the Stadium other than those rights specifically granted in this Agreement. Clemson does not relinquish ownership rights to the Stadium at any time and Clemson shall have access to all parts of the Stadium for reasonable purposes consistent with its obligations hereunder at all reasonable times. It shall be the exclusive responsibility of R8 to arrange and contract with such third parties as necessary. At any time RS contracts with a third party as necessitated by the lease to provide services or products. necessary for the use of stadium, it shall be the exclusive responsibility of R8 to make any and all payment to the third party. RS shall? indemnify Clemson for any liens filed against Clemson as a result of such third party contracts. CLEMSON.AGR 12f22/ 94 5 6.2 Payment of Stadium Expenses. Clemson shall be responsible at all times (including during Home Games) for all reasonable costs associated with the routine maintenance of the Stadium. RS will contract with subcontractors and providers of services who are satisfactory to Clemson for all special services such as traffic control, parking, catering, janitorial, clean?up, grounds preparation and any other special services RS may require. 6.3 W. Prior to each Home Game, RS shall prepare or contract with a third party to prepare the Stadium athletic playing field for playing football at least eighteen (18) hours prior to the scheduled start of the Home Game. Preparation of the Stadium athletic playing field shall be in accordance with Written NFL standards as may from time to time be in force. RS shall provide Clemson with a copy of those NFL standards and shall give Clemson timely notice of all changes in those standards. MW. Clemson shall perform its normal, routine maintenance (including but not limited to repair and replacement) on the Stadium athletic playing field to maintain a high quality playing surface consistent with NFL standards. Any maintenance above Clemson's normal, routine maintenance will be the responsibility of RS. 6.4 W. Wage?diam. Clemson shall perform general maintenance, including but not limited to repair and replacement, on the Stadium so as to maintain the Stadium as a high quality facility for playing and viewing football. CLEMSON .AGR 12122! 94 6 Eight of Recovery. Clemson's responsibility for maintaining the Stadium shall not limit Clemson's right to recover against the Team as provided in section 11.3. 6.5 glean?Lip of the Stadium Home Games. RS shall contract with a third party to clean all parts of the Stadium used by the Team pursuant to this Agreement within seventy-two (72) hours after each Home Game. Parking lots must be cleaned by noon of the day following the day on which the game is played. 6.6 Wm. RS shall have the exclusive right during each Home Game to display on the Stadium scoreboard system game information for the Home Game and other NFL football games being played elsewhere, future Team schedule information, (0) information on game-related activities, and other information, including commercial advertising unless prohibited by a Clemson contract affecting advertising and the operation of the scoreboard system during 1995, all of which contracts, if any, are attached as Exhibit 6.6. R8 shall ensure that such rights shall not conflict with any contracts now in existence. RS will furnish a qualified scoreboard system operator (or operators) approved by Clemson for each Home Game. RS shall supply such personnel as it deems necessary to assist and direct the operator in displaying Team information on the scoreboard system. 6.7 Wm. RS shall have the exclusive right to operate the Stadium's public address system during all Home Games. A qualified public address system operator for Home Games will be provided by RS. CLEMSONAGR 12r'22i'94 7 6.8 W. RS shall have the exclusive use of all parking spaces adjacent to or on the Stadium site (except for a Clemson designated area adjacent to the Stadium sufficient in size to allow the parking of up to 75 automobiles) for parking automobiles and other vehicles during Home Games. These Spaces shall essentially be the same areas as those used for Clemson University home games. All parking in these areas shall be conducted in a like fashion to Clemson home games (including no collection of parking fees in the parking lots on game days) and otherwise regulated as deemed necessary by RS, including but not limited to RS contracting with a third party as parking attendants. 6.9 utilities. Clemson shall be responsible, within current capacities, for providing all water, energy, sewage or other utility services-necessary or appropriate for the normal operation of the Stadium during Home Games. 6.10 Restrooms. RS shall be responsible for keeping the restrooms in the Stadium fully stocked with restroom supplies at all times. 6.11 W. Ira?ic Comm] and Security. RS shall be responsible for coordinating with Clemson, the City of Clemson and the state of South Carolina to ensure that there is adequate traffic control and security personnel for the Stadium before, during and after each Home Game. RS shall provide Clemson with an estimate of the size of the crowd it anticipates at the Home Game at least 24 hours prior to the start of such Home Game, and RS shall ensure the presence for such Home Game such number of traffic control and security personnel as are reasonably CLEMSON .AGR 12f22/94 8 required to facilitate the safe and efficient ingress and egress of the Team's patrons for that Home Game. lb) shall be responsible for personnel for security inside the Stadium, ticket vendors, ticket takers, ushers, public restroom attendants, and such other personnel as. are appropriate or reasonably necessary for the safe and efficient conduct of Home Games by the Team. The presence of state and local authorities as determined by such authority shall be in addition to the above-contracted personnel and shall not be considered when determining appropriate numbers of personnel necessary to accomplish this goal. Electricians. RS shall be responsible for employing electricianlsl who shall be on duty on each Home Game date. Iiclget__$al_es. Distribution and sale of tickets, complimentary tickets and press passes to Home Games always shall be under the sole discretion and control of RS. 7. WM 7.1 W. Clemson relinquishes all of its rights and gives to R8 the right to all concession spaces and equipment to sell concessions, including special catering, at the Stadium and in the parking spaces referred to in section 6.8 above during Home Games. Clemson shall not contract with any third party for any concession rights herein granted to R8. The term "concessions" shall encompass consumable concessions, including food, beverages (alcoholic and non-alcoholic), candy and tobacco products and non~consumable CLEMSONAGR 1292194 9 novelty items, including but not limited to football programs, score cards, scorebooks, yearbooks, pennants, jerseys, T?shirts, caps, footballs, glasses, cushions, umbrellas, parkas, buttons and other novelty items customarily sold to patrons at professional football events. RS shall have the right to contract with an affiliated or unaffiliated entity to provide concession, catering and restaurant services at the Stadium pursuant to this section. 7.2 WM. Clemson shall not have any interest in, or right to share in, the proceeds derived by RS from the operation of the concessions or restaurant business at the Stadium during Home Games. 7.3 mm. RS shall provide or shall contract with a-third party to provide all other necessary services, including but not limited to: V(a) EMT, nursing care, linen and towel services, game officials, transportation, two?way radio services, (9) computer services, etc., other game related personnel chain crew, phone technician, etc.). 8. MW RS shall have the exclusive right to sell or lease commercial advertising in any part of the Stadium during Home Games; provided, that such advertising shall not conflict with any existing commercial advertising agreements to which Clemson-is a party, if any, and which are specifically described on Exhibit 6.6 attached hereto. 9. Television and Badig Erovisigns; 9.1 Mamas. RS shall have and retain exclusive broadcast and reproduction rights incident to each Home Game, including, but not limited to, radio CLEMSONAGR 12122194 10 and television broadcasting, film and tape rights, closed circuit and pay television broadcasting, and similar rights by whatever means or process now existing or hereafter developed for the preservation, transmission and reproduction of sound and images for hearing and/or viewing the events during the period of the Team?s exclusive use of the Stadium on each Home Game date. All proceeds from such broadcasts and reproduction shall be retained by RS. Clemson expressly allows closed circuit or pay television broadcasting of the Team's Home Games. 9.2 W. With regard to the broadcast rights referred to in section 9.1, Clemson will reasonably cooperate with R8 and with those parties actually producing any such broadcasts and productions in all phases of the preparation, broadcast and production of Home Games and the attendant activities. in connection with any of such broadcast activities, the playing field floodlights will be turned on at the request of the Team or the director or producer of any such broadcast. The Team shall be authorized to issue passes for admission to the Stadium of personnel engaged in the preparation for such broadcast events, the production thereof and the removal of equipment thereafter. to. Luxuocauites. 10.1 Whig. RS shall have the right to lease or license the luxury suites in the Stadium to persons or firms during Home Games. All occupants of the luxury suites attending Home Games must enter the Stadium gates upon presentation of a" Home Game admission ticket. CLEMSONAGR 12f22f94 1 1 10.2 Clemson Suite. Clemson shall have the exclusive use of the President's Suite and the Athletic Director's Suite at all times during the term of this Agreement at no cost for the suites. Clemson shall be responsible for catering services and other costs it might incur. 10.3 AnnuaLEes?. Subject to the rent payable pursuant to Section 4.1, all annual fees payable in connection with the leasing or licensing of Luxury Suites shall be retained by RS. 11. insurance. 11.1 W. RS shall obtain a comprehensive general liability, property damage and contractual liability insurance policy. RS and Clemson shall be named co~insureds. The policy shall provide coverage for Clemson's officers, trustees and employees, and also for Clemson's agents and other authorized persons while such agents and other authorized persons are acting within the scope of their authority on behalf of Clemson. The policy shall provide primary coverage. The policy shall have minimum limits of liability of $500,000 for injury to one person, $500,000 for property damage, and public liability umbrella coverage of no less than $25,000,000. The policy must remain in effect during the term of this Agreement. The policy may have a reasonable deductible. RS shall furnish to Clemson a Certificate of Insurance evidencing that such insurance policy is in full force and effect when the Team begins using the Stadium pursuant to section 3. CLEMSONAGR 12r22r94 12 11.2 Property Insurance. During the term oi this Agreement, Clemson shall maintain its existing property damage insurance policy (as described on Exhibit 11.2) insuring the Stadium for 80% of its replacement value, less the value of the foundation and any improvements of a permanent nature. Except as provided in this Agreement, Clemson releases RS from any liability or responsibility to Clemson for any loss or damage to the Stadium caused by any peril covered by the insurance policy described in this section 11.2, even if such peril shall have been caused by the fault or negligence of the Team or any of its employees, agents or patrons; provided, however, that property damage to the Stadium which is attributable to the Team or any of its employees, agents or patrons, which is not due to normal wear and tear and which is also not covered by primary coverage described in section 11.1 or by Clemson's secondary coverage described herein (including damage claims which are less than the deductible amount on such insurance policy provided such deductible is a reasonable amount) shall be reimbursed to Clemson by RS. Clemson shall give RS 3 copy of the insurance policy Clemson obtains pursuant to this section 1 1.2. The policy must provide that it cannot be canceled or amended without sixty (60) days written notice to RS. 11.3 W. RS shall be responsible for insuring the Team's personal property against perils. RS releases Clemson from any and all liability and responsibility to RS, or anyone claiming through and under RS by way of subrogation or otherwise, for any loss, damage or injury to the property of the Team or its employees caused by fire or other peril; provided, however, that CLEMSON.AGR 12:22:94 13 property damage which is mainly attributable to Clemson, its employees or agents, which is not due to normal wear and tear and which is not covered by RS's property damage insurance policy (including damage claims which are less than the deductible amount on such insurance policy, provided such deductible is a reasonable amount) and which is not covered by Clemson?s secondary coverage described in section 1 1.2 shall be reimbursed to RS by Clemson. In the event that property damage to the Team's personal property occurs, RS's insurance carrier denies coverage for that property damage and RS decides to take no action against the insurance carrier for wrongfully denying coverage, RS will assign its rights to pursue such claims under the insurance policy against RS's insurance carrier to Clemson upon Clemson's request. 11.4 Third Party Insurance. RS shall require each licensee or contractor who is to provide concessions at the Stadium during Home Games to indemnify and defend Clemson, RS and their officers and employees, and also their agents and other authorized persons while such agents and other authorized persons are acting within the scope of their authority, for all loss, expense or liability resulting from the operation of the consumable and nonwconsumable goods concessions at the Stadium. RS shall require such concessionaires to obtain and maintain insurance coverage to insure against the tosses, expenses and liabilities described in this section 11.4 for which such concessionaires are required to provide indemnification. CLEMSONAGR 12l22194 14 12. Forge Mgieure. 12.1 W. Clemson shall have no liability to the Team if the Stadium is partially or wholly destroyed, except as provided in section 1 1, or if the Stadium cannot be used because of a valid governmental order prohibiting use of the Stadium for Home Games. 12.2 in the event of partial destruction of the Stadium, the Stadium shall be deemed suitable for playing Home Games if the athletic playing field can be used, if seventy percent of the Stadium seats can be used, if access to the Stadium is not obstructed and if use is deemed safe by competent authority. In such event, this Agreement shall continue in full force and effect with no reduction in rent or in the other payments due from R8 to Clemson or in any payments due from Clemson to RS. 12.3 Total or Partial Destruction: Stadium Not Available for Home Games.? In the event of total or partial destruction rendering the Stadium not suitable for playing Home Games or of a valid governmental order prohibiting use of the Stadium for Home Games, this Agreement will be suspended immediately as to playing Home Games until the governmental order ceases to prohibit use for Home Games or the Stadium is repaired. During the period of time the Stadium is not suitable for playing Home Games, finding a substitute location for playing Home Games shall be RS's sole responsibility and expense. 12.4 SjLLiges. If the Team is unable to play a Home Game in the Stadium solely by reason of a strike of the Team's players, or by reason of a failure of the Team's or an opponent?s players to cross a picket line which the Team or opponent CLEMSONAGR 12r22r94 15 organization respectively had the enforceable legal right to require the players cross, or because of NFL action, RS and Clemson shall be relieved of their respective obligations under this Agreement with respect to that Home Game. 12.5 W. If the Team is unable to play a Home Game as a result of strikes and picket line situations not contemplated in section 12.4, an act of God, a natural casualty, a governmental order, an order or requirement of the NFL relating to isolated Home Games, or acts of unaffiliated third parties over which the Team has no control, RS, Clemson and the Team shall be relieved of their obligations under this Agreement with respect to that Home Game. 12.6 Events of Default. Failure of the Team to play its Home Games at the Stadium and failure of Clemson to make the Stadium available for the. Home Game, Which failures are not encompassed in sections 12.1 through 12.5, are each acts of default to which the provisions of section 15 apply. 13. Condemnation. 13.1 W. If, during the term of this Agreement, the entire Stadium shall be taken as a result of the exercise of the power of eminent domain (hereinafter referred to as the "Proceeding"), this Agreement shall terminate, and RS shall make payment of all rent and other charges payable by RS hereunder, justly apportioned to the date of termination. 13.2 Eamliakmg. If, during the term of this Agreement, less than the entire Stadium shall be taken in any such Proceeding and RS shall determine that the damage or loss suffered from such taking cannot be restored or replaced in CLEMSONAGR 12122.1'94 16 such a manner so that the remainder of the Stadium can be effectively used to host the Team?s Home Games in a manner reasonably comparable to that in effect prior to the taking (a "Terminating Partial Taking"), then RS shall have the right and option to terminate this Agreement. Such termination shall be effected by notice given to Clemson not more than thirty (30) days after the date of the vesting of title in such condemning authority and shall be effective as of the date of the taking. Upon the date specified in such notice, this Agreement and all right, title and interest of RS hereunder shall terminate. and RS shall make payment of all rent and other charges payable by it hereunder, justly apportioned to the date of termination. 13.3 mm. Nothing contained in this section ?13 shall be deemed to preclude RS from obtaining a separate condemnation award for the value of the cost of relocating, or any other separate award to which RS may be entitled, provided any such other separate award does not diminish the condemnation award granted for the taking of the Stadium. 14- 93.1mm Clemson covenants that if and so long as RS pays the rent and the other payments due in accordance with the terms of this Agreement and complies with all the terms, covenants and conditions herein, RS shall quietly enjoy the Stadium during Home Games, subject, however, to the terms of this Agreement. CLEMSON.AGR 12mm 17 15. W5 15.1 Default by Clemsgn. If Clemson defaults on the provisions of this Agreement, RS shall provide written notice of the default to Clemson. If such default is not cured within thirty (30) days, RS shall be entitled to exercise its remedies under this Agreement. 15.2 W. Upon the occurrence of any of the following events (an "Event of Default"), Clemson shall be entitled to declare R8 in default under this Agreement and to exercise any or all of its remedies under section 15.3: RS shall fail to make any rent payment in full as per section 4 due to Clemson hereunder and such failure shall continue uncured for a period of 10 days after notice thereof is given to partial payments of indebtedness shall be considered failure to cure unless agreed to in writing; RS shall fail to perform or observe any other covenant, condition or agreement of a nonmonetary nature to be performed or observed by RS hereunder and such failure is not cured within 30 days after written notice thereof has been delivered to or if such failure is not reasonably capable of being remedied within such 30-day period, then such failure shall constitute an Event of Default only if RS has not continuously and diligently acted to remedy such situation during such 30-day period and thereafter, and (ii) such failure is not cured within an additional 60 days after the expiration of such 30-day period; RS shall file, or there shall be filed on behalf of RS, a voluntary petition or an answer seeking reorganization, arrangement or readjustment of CLEMSON.AGR 12122.94 18 its debts, or for any other relief under the federal Bankruptcy Code, or under any other insolvency act or law, state or federal, now or hereafter existing; or R8 shall take any action indicating its consent to, or approval of or acquiescence in, any such petition or proceeding; or R8 shall apply for, or consent to or acquiesce in, the appointment. of a receiver, trustee or other custodian substantial part of its property; or R8 shall make any general assignment for the benefit of creditors; or R8 shall be unable to, or admit in writing its inability to, pay its debts generally as they become due; or There shall be filed an involuntary petition against R8 in Bankruptcy seeking reorganization, arrangement or readjustment of its debts, or any other relief under the federal Bankruptcy Code, or under any other insolvency act or law, state or federal, now or hereafter existing, and such petition shall not be dismissed within 120 days of such filing; or any other similar relief shall be granted under any applicable federal or state law; or a decree or order of a court having jurisdiction for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers over RS or over all or a part of its property, shall have been entered; or there shall be appointed an interim receiver, trustee or other custodian of R8 for all or a substantial part of its property. Any default in RS's liabilities or obligations under this Agreement occasioned by any act or failure to act by any Person having or claiming any right, title or interest in or to the Stadium by, through or under RS, shall be deemed to be an Event of Default by RS. CLEMSONAGR 12/2234 19 15.3 Failure IQ Cure. If an Event of Default shall occur and not be cured within the time limits provided for herein, then FiS's right to use the Stadium shall, without further notice or demand, immediately cease and terminate and Clemson shall have the immediate right of re-entry and may remove all persons and property from the Stadium by summary proceedings, force or otherwise. Should Clemson at any time terminate this Agreement for any breach, in addition to any other remedies it may have, it may recover from RS all damages it may incur by reason of such breach, including the cost of recovering the use of the Stadium, reasonable attorneys' fees. In the event that RS or Clemson do not comply with their respective obligations under this Agreement, the other party shall have the right of specific and injunctive relief. The rights and remedies of RS and Clemson in this section 15 shall be cumulative, and the exercise of any one right or remedy shall not preclude the exercise of or act as a waiver of any other right or remedy of Clemson or RS hereunder, or which may be existing at law or in equity, or by statute or otherwise. 15.4 W. If RS fails to comply fully with any of its obligations under this Agreement, Clemson shall have the right, at its option and after giving. at least five (5) business days of written notice of such breach to RS (except that prior written notice shall not be required in the event of any emergency), to cure such breach at_FiS's cost and expense. RS shall reimburse Clemson for all losses, costs, damages and expenses relating thereto or incurred in connection therewith, together with interest thereon at an annual rate equal to the CLEMSON .AGR 12(221'94 20 lesser of 15%, or the maximum lawful rate of interest permitted to be charged by a landlord against a defaulting tenant. If Clemson fails to comply fully with any of its obligations under this Agreement, RS shall have the right, at its option and after giving at least five (5) business days written notice of such breach to Clemson (except that prior written notice shall not be required in the eyent of any emergency), to cure such breach at Clemson's cost and expense. Clemson shall reimburse the Team for all losses, costs, damages and expenses relating thereto or incurred in connection therewith, together with interest thereon at an annual rate equal to the lesser of 15% or the maximum lawful rate of interest permitted to be charged. '16. Notices. 16.1 W. Any notice, request, demand, approval or consent permitted to be given or required to be given under this Agreement shall be in writing and shall be deemed to have been given on the third (3rd) business day following the day on which the notice, request, demand, approval or consent shall have been mailed by United States registered or certified mail, return receipt requested, with all postage charges prepaid, addressed to the parties at their respective addresses as set forth in Section 16.2 below. 16.2 mm. For purposes of sending any notice, request, demand, approval, or consent, the same shall be hand delivered or mailed to the parties hereto at the addresses listed below: CLEMSONAGR 12112234 21 If to Clemson: Clemson University Post Office Box 31 Clemson, South Carolina 29633-0031 Attn: Athletic Director If to RS: Richardson Sports Limited Partnership 227 West Trade Street 1600 The Carillon Building Charlotte, North Carolina 28202 Attn: Mark S. Richardson Either party may, at any time, change its notice address by sending a notice to the other party stating the change and setting forth the new address. 17. We: 17.1 RS shall take all actions necessary to remain a member in good standing of the NFL for the term of this Agreement: although RS reserves the right to challenge requirements imposed by the NFL on its members. 17.2 Scalpim. RS shall use its best efforts to discourage scalping and other unauthorized sales of the Team's tickets on the Stadium site. 17.3 W. RS shall comply with all laws and lawful regulations applicable to its use and occupancy of the Stadium, and shall obtain at its own expense all necessary licenses and permits for the conduct of its operations, provided, however, RS shall be under no obligation to make or cause to be made repairs or structural changes to the Stadium except as provided in sections 15 and 16. Clemson shall provide RS such assistance-as RS may reasonably request to enable R8 to obtain any necessary licenses or permits. 17.4 W. This Agreement shall be construed and enforced according to the laws of the State of South Carolina. CLEMSON.AGR 1212294 22 i 17.5 RS shall be responsible for paying, at such time as such payments are due and payable in accordance with applicable laws and in any event before any fine, penalty, interest or cost is added thereto for the nonpayment thereof, all sales, excise or other similar taxes levied in connection with the rent and other payments due under this Agreement, the sale or issuance of tickets to Home Games or the Sale of concession items sold by R3 or its concessionaires pursuant to this Agreement. 17.6 mural. Notwithstanding anything to the contrary, any termination of this Agreement pursuant to any of the provisions hereof, shall not terminate the obligations or the remedies set forth in section 15, which provisions shall continue in full force and effect notwithstanding such termination. 17.7 The underlined titles of the various sections of this Agreement are for reference only. No meaning shall be ascribed to them, and they shall not be used in construing this Agreement. 17.8 MAW. This Agreement constitutes the entire Agreement betweenClemson and RS. No provision of this Agreement may be changed, waived or terminated unless done in writing executed by both Clemson and R8. The failure of either party to insist upon strict and prompt performance of the terms of this Agreement shall not constitute a waiver of such party's right to strictly enforce such terms thereafter in the event of a continuous or subsequent default by the other party. No waiver at any time by either party of any of the provisions- hereof shall be construed as a waiver of any of the other provisions hereof. Without limiting the scope of the foregoing, acceptance by Clemson of rent or other CLEMSON.AGR 12122194 23 charges paid by RS hereunder shall not be or shall not be deemed to be a waiver by Clemson of any default by RS, whether or not Clemson knows of such default. 17.9 Modi?cations. Clemson shall use reasonable efforts (but without cost to Clemson to accommodate R8 in any changes that may be needed in this Agreement in order to enable R8 to comply with written rules or regulations of the NFL, as may from time to time be in effect; provided, however, that any such change shall not materially abridge or infringe any other rights of Clemson hereunder or reduce or adversely affect any payment required to be paid by RS hereunder. 17.10 mm. if any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of "such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 17.11 Subject to the provisions of section 16 hereof and except as may be expressly otherwise provided herein, the terms, covenants and conditions hereof shall inUre to the benefit of and shall be binding upon Clemson and RS and their respective successors and assigns. 17.12 ALMtLatjgn. Any disputes or controversies arising under this agreement shall be determined by a board of arbitration selected by the parties, all . pursuant to the rules of the American Arbitration Association. No suit at law or in CLEMSON.AGR 12122194 24 equity based on such dispute shall be instituted by either party until a finding has been made by such a panel. IN WITNESS WHEREOF, RS and Clemson have caused this Agreement to be duly executed by their duly authorized representatives as of the date set forth in the first paragraph. RICHARDSON SPORTS LIMITED PARTNERSHIP by: PFF, general partner by: MM 54% Mark S. Richardson, Vice President CLEMSON UNIVERSITY by: (M I ?54 Bill ?mick, Chairman of the Board of Trustees CLEMSON 12.02.3944 25