LEASE AGREEMENT between OHIO EXPOSITION COMMISSION and CREW SOCCER STADIUM LIMITED LIABILITY COMPANY (Soccer Stadium Project) Dated asof May __, 1998 ‘Memorandum of Lease Filed on May __, 1998 a_:___m, ED.S.T. as Instrument No. in Volume, Page of the Franklin County, Ohio Official Records,LEASE AGREEMENT THIS LEASE AGREEMENT made and entered into as of May __, 1998, between the Ohio Expositions Commission, a board or commission of the State of Ohio (the “OEC” or “Lessor”), as lessor and Crew Soccer Stadium Limited Liability Company, a limited liability company organized and existing under the laws of the State of Delaware (“Crew Soccer” or “Lessee”), as lessee, under the circumstances summarized in the following recitals (the capitalized terms not defined in the recitals being used therein as defined in Article I hereof): A. On March 26, 1998, the OBC by motion formed a committee to evaluate a proposed lease and plan of development for the construction and operation of a soccer stadium complex, designed for an initial capacity of approximately 22,500 seats and with the ability to accommodate future expansion in stages to approximately 45,000 seats, including parking facilities and other related appurtenances, to be located in the north parking lot of the Ohio Expo Center, B. Upon the terms and conditions set forth in this Lease, the OEC is willing to lease the Property to Crew Soccer and Crew Soccer is willing to lease the Property from the OEC and build the Project Facilities (as herein defined) thereon. C. The OEC shall have no obligations or responsibilities under this Lease with respect to the financing, desiga, construction or operation of the Project Facilities and any other documents related to the financing, construction or operation of the Project Facilities. D. _ The OEC and Crew Soccer each have the right and lawful authority to enter into this Lease and to perform and observe the provisions of this Lease on their respective parts to be performed and observed, NOW THEREFORE, in consideration of the premises and the mutual Tepresentations and agreements contained in this Lease, the parties to this Lease agree as follows: ARTICLE I DEFINITIONS Section 1.1. Use of Defined Terms. In addition to the words and terms defined elsewhere in this Lease or by reference to another document, the words and terms set forth in Section 1.2 shall have the meanings set forth in Section 1.2 unless the context or use clearly indicates another ‘meaning or intent. Section 1.2. Definitions. As used herein: “Acceptable Insurance Company” means an insurance company or companies, in each case with an A- policyholder rating or better and a minimum Class VIL financial size category as listed at the time of issuance by A. M. Best Insurance Reports, acting individually or collectivelythrough an insurance trust or other arrangements satisfactory to the Lessor, and each qualified to do business in the State. “Authorized Representative” means a representative approved by the Lessee in a written notification provided to the Lessor. “Base Amount” shall mean $50,000 when used in connection with Section 3.1 of this Lease and shall mean $300,000 when used in connection with Section 3.2 of this Lease. “Break Point” means, during the period April 1, 1999 through March 31, 2004, amounts paid to Lessor under Section 3.1 and Section 3.2 which total $300,000 per Lease Year. ‘Thereafter Break Point shall be adjusted by the CPI Adjustment on April 1, 2004 and on every fifth anniversary of April 1, 2004 thereafter during the Lease Term. If the CPI Adjustment is a positive number, it shall be added to $300,000 per Lease Year. If the CPI Adjustment is a negative number or would reduce the Break Point below the Break Point for the preceding five year period, the Break Point shall be the same as the Break Point for the preceding five year period. “Columbus Crew” means the Major League Soccer team known as the Columbus Crew or its successor. “CPL” means the Consumer Price Index for all Urban Consumers (CPI-U, U.S. City Average, Al Items, 1982-84=100) as reported by the United States Bureau of Labor Statistics, or, if the Bureau of Labor Statistics ceases to publish the CPI, such other index as is agreed upon by Lessor and Lessee, from time to time, as a generally accepted measure of the average change in prices, over time, of goods and services in the United States. “CPI Adjustment” means the amount calculated every fifth anniversary of April 1, 1999 (ie, April 1, 2004, 2009, 2014, etc.) (individually, “Comparison Date”) by multiplying the Base Amount by a fraction, the numerator of which is the amount calculated by subtracting the CPI for January, 1999 from the CPI for January in the Year of:such Comparison Date, and the denominator of which is the CPI for January, 1999. “Crew Soccer” means Crew Soccer Stadium Limited Liability Company, a limited liability company or a designee named by Hunt Sports and approved by Lessor. “Event of Default” means any of the events described as an Event of Default in Section La i “Bvent(s)” means individually or collectively Sporting Events and Other Events. “Force Majeure” means, without limitation, either (i) acts of God; strikes, lockouts or other labor disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; civil disturbances; riots, epidemics; landslides; lightning; earthquakes; restraint of government and people; explosions, 2malfunction or accident to facilities, machinery, transmission pipes or canals; substantial failure of utilities; shortages of labor, materials, supplies or transportation, or (ji) any cause, circumstance or event not reasonably within the control of the Lessee. “Guarantee Agreement” means the Guarantee Agreement in the form of Exhibit E attached hereto issued by Guarantor whereby the obligations of the Lessee under this Lease have been guaranteed. “Guarantor” means Lamar Hunt or an affiliate of Lamar Hunt as provided in the Guarantee Agreement. “Hazardous Materials” means any toxic or hazardous waste or substances (including petroleum products) which are regulated, by applicable state or federal environmental laws or regulations. “Hlunt Sports” means Hunt Sports Group, LLC, a limited liability company organized and existing under the laws of the State of Delaware or its successors and assigns, “Independent Counsel” means an attorney or a firm of attorneys acceptable to the Lessor, duly admitted to practice before the highest court of the State, and paid for by Lessee, and who or a partner of which is not a salaried employee or officer of the OEC or Crew Soccer. “Initial Term” means the period of time commencing on the date set forth in-the first paragraph of this Lease through and including the date which is twenty-five (25) years subsequent to the date on which a temporary certificate of occupancy for the Project Facilities is issued. “Insurance Requirements” means all provisions of any insurance policy covering or applicable to the Property, any part of the Property or any Project Facilities, all requirements of the issuer of any such policy, and all orders, rules, regulations or other requirements of the ‘National Board of Fire Underwriters (or any other body exercising similar functions) applicable to or affecting the Property, any part of the Property or any Project Facilities, “Lease” means this Lease Agreement, as amended or supplemented from time to time,in accordance with its terms “Lease Term” means, the Initial Term and, if this Lease is renewed in accordance with Section 8.1(a), the Renewal Term. “Lease Year(s)” means, individually or collectively, the period commencing on the date set forth in the first paragraph of this Lease and ending March 31, 1999 and each twelve month petiod thereafter. The first Lease Year is less than twelve calendar months and the last Lease ‘Year may be less than twelve calendar months, “Legal Requirements” means all laws, statutes, codes, acts, ordinances, resolutions, orders, judgments, decrees, injunctions, rules (including but not limited to the MORPC Rules), 3regulations, permits, licenses, authorizations, directions and requirements of all governmental entities, departments, commissions, boards, courts, authorities, agencies, officials and officers, foreseen or unforeseen, ordinary or extraordinary which now or at any time hereafter may be applicable to the Property, any part of the Property or any Project Facilities, or any use, anticipated use or condition of the Property, any part of the Property or any Project Facilities, including, but not limited to, prevailing wage, minority business enterprises and the Americans with Disability Act, “Legislative Authority” means the General Assembly of the State. “Lessee” means Crew Soccer. “Lessor” means the OEC. “Maintenance Fund” means that fund or account of the Lessee which shall be used for the Maintenance Program. “Maintenance Program” mieans a program of continuing capital repairs, replacements and improvements (e.g., reseeding, sodding and concrete repairs) implemented or caused to be implemented by the Lessee, which program is consistent and customary with other facilites at the Ohio Expo Center. “MORPC Rules” means any standards promulgated by the Mid Ohio Regional Planning ‘Commission now or hereafter in effect. “Net Proceeds” when used with respect to any insurance proceeds or condenination award ‘means the gross proceeds thereof less the payment of all expenses, including attorneys’ fees, incurred in connection with the collection of such gross proceeds and any amounts required to be paid to any lender of Lessee or its Permitted Assigns. “North Parking Lot” means the real estate described in Exhibit B, together with all easements (including, without limitation, rights of way for access roads thereon and thereto), rights and appurtenances thereto at the commencement of this Lease. If a legal description for the North Parking Lot does not exist at the date of this Lease, it shall be prepared at Lessee’s cost and after approval thereof by Lessor, it will be attached to this Lease on or before December 31, 1998 “Notice Address” means: (@) Asto OEC: Ohio Expositions Commission 717 East 17" Avenue Columbus, Ohio 43211 Attention: General Manager(b) As to the Lessee: Crew Soccer Stadium Limited Liability Company 77 East Nationwide Boulevard Columbus, Ohio 43215 Attention: President or such different address notice of which is given under Section 10.2. “OEC” means the Ohio Expositions Commission, a board or commission of the State of Ohio organized and existing pursuant to ORC Chapter 991 “OBC Events” means events at the Property hosted by the OBC. “OEC Manager” means the General Manager of the OEC. “Ohio Expo Center” means the buildings and grounds of the OBC that host the Ohio State Fair, and are leased to entities conducting the Columbus Chill and numerous other events, and which (in general) encompass an area north of 11" Avenue, east of the Conrail Railroad tracks and south and west of Route 71 in'Columbus, Ohio, excluding, however, the Property. “Other Events” shall include all events which are not Sporting Events and which are conducted by Lessee. “Permitted Assigns” means a successor in interest to the Lessee, which successor is owned and/or controlled by Hunt Sports or Lamar Hunt; provided, however, that, upon assignment of this Lease to a Permitted Assign, the Lessee and Guarantor shall remain obligated hereunder unless the OEC specifically releases Lessee or Guarantor. “Project Facilities” means a Stadium, other Lessor-permitted related buildings, parking facilities, fixtures and equipment generally constructed or installed-upon the Property, together with all replacements, improvements and other necessary appurtenances thereto in furtherance of the Project Purposes, all as more fully described in Section 2.1. “Project Purposes” means the operation of the Stadium and its use for Sporting Events and Other Events and purposes incident to a Sporting Event or Other Event. “Property” means the real estate depicted on described in Exhibit A, together with all rights-of-way (inchiding, without limitation, rights-of-way for access roads thereon and thereto), rights and appurtenances thereto at the commencement of this Lease, Prior to commencement of construction of the Project Facilities, Lessee shall provide a legal description, which when approved by Lessor will be substituted as Exhibit A. “Renewal Term” means an additional term of twenty-five (25) years commencing at the end of the Initial Term, if Lessee exercises the renewal option as provided in Section 8. 1(a). “Rent” means the rent payable pursuant to Section 3.1 5“Rent Payment Date” means each April 1 during the Lease Term commencing April 1, 1999, “Required Property Insurance Coverage” means insurance in the amount of the full insurable value of the Project Facilities (determined on at least an annual basis) insuring the Project Facilities against loss or damage by fire and extended coverage risks, including but not limited to natural disasters, and containing a loss deductible provision not to exceed $1,000,000. “Required Public Liability Insurance Coverage” means comprehensive general accident and public liability insurance with coverage limits in the maximum amounts of $5,000,000 as to death or bodily injury for each occurrence with a loss deductible provision not to exceed $1,000,000 and $1,000,000 as to property damage. “Soccer Events” means Major League Soccer games, including exhibition, preseason, regular season, all-star and post-season games, men's or women's National Team soccer games, soccer practices conducted by Major League Soccer teams, college and high school soccer games. “Sporting Events” means, in addition to any Soccer Events, any other athletic contests, and any other sports which are conducted by Lessee. “Stadium” means a stadium which will be () used primarily for outdoor professional soccer, but which may also be used for other Sporting Events and Other Events, subject to the restrictions set forth in Section 2.2, (ji) initially designed for a preliminary capacity of approximately 22,500 seats and (ji) initially designed with the ability for future expansion in stages to approximately 45,000 seats, “State” means the State of Ohio. “Year” means any calendar year from January 1 to December 31, inclusive. Section 1.3, Interpretation. Any reference in this Lease to the OEC or to any officers of the OEC includes those entities or officials succeeding to their functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions. Any reference to a section or provision of the Constitution of the State, or to a section, provision or chapter of the Ohio Revised Code, shall include such section, provision or chapter as modified, revised, supplemented or superseded from time to time; provided, that no amendment, modification, revision, supplement or superseding section, provision or chapter shall be applicable solely by reason of this paragraph if it constitutes in any way an impairment of the rights or obligations of the OEC or Crew Soccer under this Lease. Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa; the terms “hereof”, “hereby”, “herein”, “hereto”, “hereunder” and similar terms refer to this Lease; and the term “hereafter” means after, and the term “heretofore” 6‘means before, the date of this Lease, Words of any gender include the correlative words of the other gender, unless the sense indicates otherwise. References to articles, sections, subsections, clauses, exhibits or appendices in this Lease, unless otherwise indicated, are references to articles, sections, subsections, clauses, exhibits or appendices of this Lease. Section 1.4. Captions and Headings. The captions and headings in this Lease are solely for convenience of reference and in no way define, limit or describe the scope of the intent of any article, section, subsection, clause, exhibit or appendix of this Lease. ARTICLE IL LEASE AND USE OF PROPERTY; LEASE TERM Section 2.1. Lease of Property and Retention of Rights. (a) Upon and subject to the provisions set forth in this Lease, the Lessor, for and in consideration of the Rent to be paid and of the covenants and agreements to be kept and performed by Lessee, does hereby lease to the Lessee and the Lessee does hereby lease from the Lessor, the Property in accordance with the provisions of this Lease. Except as otherwise provided herein, Lessor and Lessee agree that Lessor shall hhave no interest in or responsibility for the design, construction or operation of the Project Facilities or any other buildings or structures now or hereafter constructed upon the Property. The Lessee’s obligation under this Section 2.1 is conditioned upon the Lessee entering into a lease with the Columbus Crew for the use of the Property and the Project Facilities prior to December 31, 1998, provided that if Lessee begins construction of Project Facilities before this condition is resolved, as a condition of terminating this Lease for failure to enter into a lease with the Columbus Crew, Lessee shall be required to remove all improvements constructed and return the Property as near as reasonably possible to its condition prior to such construction, at Lessee’s sole costs. (®) The Lessee hereby obtains a leasehold interest in the Property. © Lessor and Lessee agree that Lessee will, by December 31, 1998, commence to construct or cause to be constructed upon the Property, the Project Facilities on a timetable which will allow for the completion of the Project Facilities by December 31,1999. The Lessor and Lessee agree that Lessor shall have no responsibility (financial or otherwise) with respect to the construction, operation and maintenance of the Project Facilities. (@ Lessor and Lessee agree that the Lessor shall have the right to use the Property for OEC Events during the Lease Term, as available, under standard contract terms of Lessee for use of the Property, including, without limitation, standard rental charges and standard provisions regarding protection and maintenance of the playing field in the Stadium, (©) Lessor agrees to take or cause to be taken all steps necessary to ensure that the North Parking Lot will be available to be used for parking of vehicles in connection with events hosted at the Project Facilities subject to Force Majeure.(Lessor agrees to take or cause to be taken all steps necessary to ensure that access to the Property and the Project Facilities will be available through the North Parking Lot at the Ohio Expo Center from 17” Avenue through the plaza area, Velma Avenue and all other areas as shown in detail on Exhibit C attached hereto, including granting rights of way to Lessee to allow attendees of Lessee’s Events to enter and cross the land of the Lessor. Lessor shall maintain all entrances off 17" Avenue and all ingress and egress roads in the North Parking Lot in good diving condition. In addition, Lessor shall maintain the North Parking Lot in a condition for parking use by mowing the grass and providing whatever other maintenance services are necessary for use of the North Parking Lot for parking use. Section 2.2. Use of Property. (a) During the Lease Term, the Lessee shall have the right to construct or cause to be constructed the Project Facilities. Lessor represents and warrants (i) that Lessor will cooperate with Lessee to obtain any rezoning, variance or conditional use approval for construction and operation of the Project Facilities, at no out-of-pocket cost to Lessor, (i) that except for approvals for zoning, building’ permits, and other approvals generally required for construction projects similar to the Project Facilites, wherever located, the plans for the Stadium need only be approved by the OBC Manager and the Ohio Department of Administrative Services and no other state authority and (iii) that, ‘to Lessor’s knowledge, there are no burdens, encumbrances, easements or other restrictions on the Property that would prohibit, limit or impair the Lessee’s operation of the Project Facilities. () The Lessee shall comply or cause compliance with all applicable codes and regulations of the State, any applicable federal laws, rules or regulations and any and all other Legal Requirements of the State in connection with the design, construction and operation of the Project Facilities, (©) Lessee agrees to design and construct, or cause to be designed and constructed, the Project Facilities so that the Property and the Project Facilities shall be in compliance with the ‘MORPC Rules from time to time in effect. @ __ Ifthe Columbus Crew terminates operations as a professional soccer team, Lessee shall pursue in good faith those steps reasonably necessary to secure another professional sports team whose use of the Stadium would be consistent with the design of the Stadium. This Lease shall not terminate because Lessee fails to obtain a replacement team. (©) Lessee agrees to conduct or cause to be conducted the operations of the Project Facilities and control or cause to be controlled its agents and employees and, to the extent reasonably possible, invitees and visitots in such a manner as not to create any nuisance, of unreasonably interfere with, annoy or disturb owners of any adjacent property to the Property or ‘events being conducted thereon, Lessee agrees that, in connection with any Events at the Project Facilities which are not Sporting Events, to comply with all sound ordinances of the City of Columbus. © Lessor represents and warrants that the Columbus Crew games will be given priority scheduling rights over events other than the Ohio State Fair and the All American 8Quarterhorse Congress held at the Ohio Expo Center. Lessor shall submit to Lessee, by October 1 of the preceding year of each year, a list of dates for events scheduled at the Ohio Expo Center. Lessee shall deliver to Lessor a preliminary schedule of Columbus Crew games by January 2 of each year, and a final schedule by January 31 of each year, For each Other Event and all other Sporting Events, Lessee shall notify Lessor of the event as soon as possible, but never less than 30 days (seven days for an MLS playoff game) before such Other Event or other Sporting Event. Except as authorized by Lessor, Lessee shall not schedule any Sporting Event or Other Event for a Monday, Friday, Saturday or Sunday, or any other day before 6:00 p.m., during the Ohio State Fair. The Lessor shall have the right to require the Lessee to reschedule any Sporting Event (other than a Columbus Crew game) or Other Event when the OBC Manager determines that an irreconcilable conflict exists on the date of such Event, provided, however, that the’ Lessor must notify the Lessee in writing of the, requirement to reschedule other Sporting Events or Other Events within 10 days after receiving notice of such Event from the Lessee. (@) Lessor represents and warrants that sewer, water, electric and all other required public utilities are currently available at the Ohio Expo Center, and Lessor shall provide Lessee with the right to tie-in to all such utilities at the points on the Ohio Expo Center which are closest to the Property and the right for Lessee, at its cost, to extend such utilities to the Property and the Project Facilities, provided that such work. shall be coordinated with Lessor so as not to unreasonably interfere with any event held at the Ohio Expo Center. Utilities for the Property and the Project Facilities shall be separately metered. () Lessee will not enter into long term subleases with tenants or users of the Stadium that conflict with the types of events held at the Ohio Expo Center. @ _ Lessee will accomniodate the use of the Property by The Ohio State Patrol and Roadmaster Trucking in a manner similar to their use before the construction of the Stadium as set forth in Exhibit D; provided, however, that all such uses must cease at least six hours, on Saturday and Sunday and four hours on all other days of the week, before a Sporting Bvent or Other Event is scheduled to start at the Stadium and must not commence until four hours after the completion of a Sporting Event or Other Event at the Stadium. Section 2.3. Sale and Consumption of Alcohol. (a) Except as otherwise permitted by this Section 2.3, the Lessee shall not permit or cause the sale or consumption of alcoholic beverages on the Property. (©) Lessee shall engage Lessor’s concessionaire responsible for maintaining a liquor license to serve alcohol on the Property to serve alcohol within the Stadium, on terms negotiated by such concessionaire and Lessee. Lessor shall take into account Lessee’s needs and requirements in the contract proposal process whenever the contract for a concessionaire for the OEC expires. (©) _ Lessor will use its best efforts to maintain the ability to sell alcohol on the Property, and shall take all steps reasonably necessary or requested by Lessee to preserve the right to sell alcohol within the Stadium. If the current concessionaire loses its liquor license or is 9otherwise legally prohibited from serving alcohol at the Stadium, Lessor shall use its best efforts to replace the current concessionaire as the Stadium concessionaire with a company that is permitted to serve alcohol; provided, however, if no person or entity would be legally permitted to sell alcohol at the Stadium, Lessor shall not be required to replace the current concessionaire. Section 2.4. Initial Lease Term. The term of this Lease will initially be for the period of time commencing as of date of this Lease is executed by Lessor (which date shall be the date set forth at the beginning of this Lease) through and including the date which is twenty-five (25) years subsequent to the date on which a temporary certificate of occupancy is issued for the Project Facilities Section 2.5. Stadium Design: OBC Review; Construction and Completion. (a) The Lessee shall use its best efforts to cause the Project Facilities to be constructed and equipped on the Property with all reasonable dispatch and in accordance with any Legal Requirements regarding construction standards and materials. Lessee will design the Stadium with quality architectural considerations and will engage capable construction contractors to build the Stadium. (b) Lessee shall submit final site plans, floor plans, elevations and enlarged ‘floor plans for the Project Facilities to the OBC Manager and the Director of the Department of Administrative Services and shall obtain the approval of the OEC Manager and the Director of the Department of Administrative Services prior to commencement of construction, The OEC Manager shall have up to 21 days after receipt thereof to review the plans and comment thereon; and the Director shall hhave up to 21 days after receipt thereof to review and approve the plans. ‘The periods for review by the OBC Manager and the Director of the Department of Administrative Services shall ran simultaneously so long as both have received copies of such plans. If either the OEC Manager or the Director of the Department of Administrative Services does not approve the plans as submitted, he or she shall return the plans with his or her comments within the time set forth above, and the OEC Manager and/or the Director of the Department of Administrative Services shall work diligently and in good faith with Lessee to arrive at plans which are approved by the OEC Manager and the Director of the Department of Administrative Services. (©) Lessee shall repair, at its cost, any damage done to the North Parking Lot caused by construction traffic for the construction of the Project Facilities. (@ __ Lessee shall pay the reasonable cost of relocating the Roadmaster office/classroom trailer from its present location on the far north driveway of the North Parking Lot to another location on the North Parking Lot. Such cost shall be limited to providing a new concrete slab base, new plumbing and electric hook-ups, and moving the existing trailer to the new-concrete slab base and reconnecting plumbing and electric. Section 2.6 Additional Facilities, Amenities, Services, and Improvements. @__ During Sporting Events and Other Events, Lessor shall provide the following additional facilities, amenities and services to Lessee: i02. Traffic for all Events will be directed to park in the North Parking Lot by the Lessor’s parking attendants, For nighttime Events, all available exterior lighting in the North Parking Lot will be tumed on two hours before, during and two hours after all Events. Amenities 3, ) Lessee, on behalf of season ticket holders, may purchase from the parking company then providing services to the Lessor the right to a season parking pass for each holder of season tickets. The pass will entitle the holder to admission ‘onto the Ohio Expo Center for purposes of attending any of the Crew’s regular season, playoff or exhibition home games. Lessor shall be entitled to share in the proceeds of sale of such season parking passes on the basis provided in Section 32 Lessee may utilize the Lausche Building and DeSalle Building, as available, for preliminary or post-Events events at no additional charge, provided no separate or increased admission is charged by Lessee for such events. Where such a separate or increased admission is charged for preliminary or post Event events, Lessee shall pay an additional Five Hundred Dollars per event for use of the Lausche or DeSalle Building. Lessee may use other Ohio Expo Center facilities, as available, under the standard contract terms of the OEC for such facilities, including standard rental charges. Should Lessee wish to sell or provide food or beverages at any such events in any such Expo Center facilities, said food or beverages shall be provided by the food service company then licensed by Lessor to conduct food and beverage sales at the Ohio Expo Center (currently, Ogden Foods). Lessor will retain any net concession revenues from such events, Clean-up and removal of trash in the North Parking Lot (excluding the Property and Project Facilities and the tent areas described in subsection 2.6(c) below). Security for the Ohio Expo Center. Install temporary signage to assist traffic entering and leaving the Ohio Expo Center for Evenis as reasonably required. Provide traffic personne! for access and egress to and from The Expo Center through the gates as provided in Section 2.1(6) for two and one-half (2.5) hour prior to the scheduled start of each Sporting Event or Other Event and one and one-half (1.5) hour after the completion of each Sporting Event or Other Event. Ticket takers, box office workers, ushers and other personnel necessary for the operation of Events at the Stadium, including clean up within the Property, shall be the financial responsi ity of the Lessee and therefore are not included in the additional services being provided by the Lessor. The Lessee shall also pay for such police and fire protection for the Property and the Project Facilites as is deemed necessary by the Lessee. © Lessee shall be entitled to use portions of the North Parking Lot which are outside of the Property during Events for VIP and tailgate tents. Lessee will provide and setup tents and uwill be responsible for cleanup of the area immediately surrounding such tents after such Events. Location of such tents shall be selected by Lessee, subject to the approval of Lessor, which approval will not be unreasonably withheld. Lessee shall maintain, at Lessee’s expense, liability insurance with respect to use of such areas for such tents in accordance with the Insurance Requirements, during such usage. 2.7. Lessee’s Revenues. Except for Parking Revenues which are shared as provided in Section 3.2, Lessee shall be entitled to retain all revenues for all Events, including, net concession revenues for concessions sold at the Project Facilities, revenue from sales of novelties and other merchandise at the Events and ticket revenues from Events. ARTICLE IL RENT AND PARKING REVENUE Section 3.1. Rent. Lessee shall pay to Lessor Rent annually, in advance, on or before each Rent Payment Date. Rent for each of the Lease Years beginning April 1, 1999 through March 31, 2004 shall be $50,000 per Lease Year. Thereafter, Rent shall be adjusted by the CPI Adjustment, effective on April 1, 2004 and every fifth anniversary thereafter during the Lease Term. If the CPI Adjustment is a positive number, it shall be added to $50,000. If the CPI Adjustment is a negative number or would reduce Rent below the Rent for the immediately preceding five year period, Rent shall be the same as Rent for the preceding five year period. Section 3.2. Parking Revenue. (a) Lessee agrees that Lessor shall retain as Parking Revenue, 25% of the gross amount charged per car for all paid parking for Sporting Events and Other Events held by the Lessee or its licensees at the Stadium, until such time as the amount retained by Lessor pursuant to Section 3.1 and this Section 3.2 equals the Break Point, and thereafter, 12-1/2% of the gross amount charged. The foregoing notwithstanding, Lessor shall retain 50% of the gross amount charged per car for all paid parking for OEC Events on the Property which are held pursuant to Section 2.1(4) even after the Break Point is reached. Lessee shall be entitled to establish the parking charges for all Events. Lessor’s share of Parking Revenues shall be referred to herein as “Lessor’s Parking Revenues” and Lessee’s share of Parking Revenues shall be referred to herein as “Lessee’s Parking-Revenues”. Lessor will be responsible for operating, through its contracted parking company, the parking operations of the Project Facilities. Lessor shall pay its contracted parking company from Lessor’s Parking Revenues. Lessor or Lessor’s contracted parking company shall remit Lessee’s Parking Revenue to the Lessee within 72 hours after each such Event, Lessee acknowledges that Central Parking hhas the exclusive right to operate the parking concession for the Lessor through the year 2003. Lessee shall at its option provide uniforms for certain Events to employees of Lessor’s contracted parking company. Lessor will use its best efforts to cause Lessor’s contracted parking company’s employees to use the uniforms provided by Lessee at each such appropriate Event and to meet the customer service standards of Lessee for all Events. Lessor shall require Central Parking to maintain adequate public liability insurance, and Lessee shall be named as an additional named insured on such policy. Lessor shall take into account Lessee’s needs and requirements in the 12contract proposal process whenever the contract for a parking concessionaire expires during the Lease Term. Unless otherwise agreed in writing by Lessor and Lessee prior to such Event, a parking fee shall be charged for each and every car attending each and every Event conducted by Lessee in the Project Facilities or on the Property, except for people working or providing services at such Events, including Lessee’s employees, concessionaires and their employees, security personnel, and other contractors and their employees providing goods or services at such Events, credentialled media, game officials, league officials, broadcast personnel, dignitaries and others typically given free parking at similar events. The minimum fee charged for parking at any of the Events shall not be less than the minimum fee charged for parking by Lessor to patrons attending events at the Ohio Expo Center, unless otherwise agreed in writing between Lessor and Lessee prior to such Event, Lessee agrees that it will not enter into any parking revenue sharing agreement with respect to Events at the Stadium with any other person or entity without Landlord's prior written consent, which will not be unreasonably withheld, and, in any event, Lessor will share in parking revenue for all paid parking for all Events at the Stadium as provided in this Section 3.2. (b) For an Event held in the Stadium during the Ohio State Fair, Parking Revenue shall be calculated by taking the actual attendance for such Event and dividing by 3.3 (for Soccer Events, the mumber of season parking passes will be deducted), and by multiplying that number by the parking fee generally collected from Ohio State Fair patrons, The result of the calculation in the preceding sentence shall then be divided in the manner set forth in Section 3.2(a) above. Except for season parking pass holders, the parking fee for an Event held at the Stadium during the Ohio State Fair shall not vary from the parking fee collected by the OEC for parking for the Ohio State Fair. Lessee agrees to permit Lessor, or its representatives, to audit the books and records of Lessee, including ticket stubs, pertaining to Events held in the Stadium during the Ohio State Fair at any time within thirty (30) days after said Event. Section 3.3. Place of Payment. Rent shall be payable directly to the Lessor at Lessor’s Notice Address. Parking Revenues shall be payable as provided in Section 3.2. Section 3.4. Advertising and Signage. (a) Lessee shall have the exclusive right to retain all income from the sale of advertising on the Property’and inside and on the Stadium, including Stadium naming rights. Lessor shall have the right to approve the name of the Stadium. Seid approval will not be unreasonably withheld. Lessor will have the right to approve all advertising in the Stadium, on the Property and on the Project Facilities to insure compliance with community standards which approval shall not be unreasonably withheld, Lessee shall provide Lessor one sign panel inside the Stadium for the placement of the OEC logo free of charge, at a position and of a size to be reasonably determined by Lessee, but in no event of a size smaller or in a location Jess desirable than one for which other advertisers are charged a fee for advertising. (b) Lessor, without cost or obligation, shall cooperate with Lessee in acquiring adequate highway signs directing travelers to the Stadium. 13ARTICLE IV MAINTENANCE AND USE OF PROPERTY, Section 4.1. Compliance with Insurance Requirements. The Lessee, at its expense, shall promptly comply or cause compliance with all Insurance Requirements. Lessee, with Lessor’s cooperation, at no out-of-pocket cost to Lessor, shall procure, and Lessee shall maintain and comply with, all permits, licenses and other authorizations required for any use being made of the Property, any part of the Property or any Project Facilities then being made or anticipated to be made, and for the proper operation and maintenance of the Property, any part of the Property or any Project Facilities. Lessee will comply with any instruments of record at the time in force burdening the Property or any part of the Property. The Lessee may, at its expense and after prior notice to the Lessor, within 10 days of receipt by Lessee of any order requiring compliance, by any appropriate proceedings diligently prosecuted, contest in good faith any Legal Requirement and postpone compliance therewith pending the resolution or settlement of such contest, provided that such postponement does not, in the written unqualified opinion of Independent Counsel, subject the Property, any part thereof or any Project Facilities to imminent loss or forfeiture and further provided that said postponement is in compliance with all applicable Legal Requirements. Section 4.2. Maintenance and Use of Property. The Lessee: (@) _ will maintain or cause to be maintained the Property and any Project Facilities as a first class performance, sporting and assembly facility through the Maintenance Program paid for through the Maintenance Fund; (©) __will not do, or permit to be done, any act or thing which might materially impair the value of the Property or any Project Facilities or any property immediately adjacent to the Property (or any structures located thereon) or the character or usefulness of the Property, any part of the Property or any Project Facilities or any property immediately adjacent to the Property (or any structure located thereon), will not commit or permit any material waste of the Property or any Project Facilities and will not permit any unlawful occupation, business or trade to be conducted on the Property, any part of the Property or any Project Facilities; and (© shall also, promptly comply with or cause to be complied with all rights of way or use, privileges, franchises, servitudes, licenses, easements, tenements, hereditaments and other rights and obligations appurtenant to or forming a part of the Property and any Project Facilities and all instruments creating or evidencing the same, in each case, to the extent compliance therewith is required of the Lessee under the terms thereof. Section 4.3. Improvements. (a) Except as may otherwise be provided in Section 2.2, the Lessee or Permitted Assigns, may from time to time, in its or their sole discretion and at its or their expense but subject to any Legal Requirements, make, or permit to be made, from time to time any improvements to the Property which it or they deem desirable subject to the approvals as. set forth in Section 2.5 of this Lease, All improvements so made or permitted by the Lessee shall 14not become or be deemed to constitute a part of the Property. Except as may otherwise be provided in Section 8.1 and subject to Section 4.5, any free standing building or other structures erected and paid for by the Lessee or Permitted Assigns shall remain the property of the Lessee or Permitted Assigns. (©) Lessor and Lessee acknowledge that in conjunction with construction of Project Facilities on the Property improvements may be necessary to drainage in the North Parking Lot in order to comply with MORPC Rules (“Drainage Improvements”) and that other improvements of portions of the North Parking Lot (including, without limitation, paving, graveling, landscaping and lighting improvements) may be desirable in connection with the construction of the Project Facilities. If Drainage Improvements are required by MORPC Rules or if Lessor and Lessee mutually agree on the design, type, timing, and budget for, drainage or other improvements, Lessor shall use its best efforts subject to funds being made available in the capital appropriations for the Ohio Expo Center to make such improvements; provided, however that, if Lessor is unable to make such improvement, Lessee shall be given the option to make such improvements at its cost and expense. In no event shall Drainage Improvements or other improvements interfere with events at the Ohio Expo Center or operations conducted off of the Property. Section 4.4. Personal Property. The Lessee or Permitted Assigns may, from time to time, in their sole discretion and at their expense, install, or permit the installation of, personal property, including without limitation that which installed becomes in whole or in part a fixture upon the Property. All such property so installed, or permitted to be installed, by the Lessee or Permitted Assigns, shall remain the property of the Lessee or Permitted Assigns, in which the Lessor shall have no interest, and may be purchased by the Lessee or Permitted Assigns, on conditional sale, installment, purchase or lease sale contract, or subject to vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof, to the extent permitted by law; provided that no such lien or security interest shall attach to any part of the Property. The Lessee or Permitted Assigns, shall pay as due the purchase price of, and all costs and expenses with respect to, the acquisition and installation of any such personal property installed by them pursuant to this Section 4.4. Section 4.5. Removal of Property. The Lessee or Permitted Assigns, may at their expense at any time while Lessee is not in default under this Lease or upon the expiration of the Lease Term remove, or permit the removal, from the Property any personal property purchased and installed by Lessee or Permitted Assigns and not included as part of the Property as provided in Section 4.4. In the event any removal of such personal property pursuant to this Section causes damage to any portion of the Property or the Project Facilities, the Lessee shall restore the Property and/or the Project Facilities to the condition existing before the installation of such personal property at its expense. If any personal property which is not part of the Property is not removed upon the termination of or expiration of this Lease, the personal property will be deemed to be abandoned and shall be the absolute property of the Lessor. Section 4.6. Environmental Matters. Lessor represents that, to the best of its knowledge, there are not now nor have there been any Hazardous Materials used, generated, stored, treated or disposed of on the Property. Lessee represents, warrants and covenants to Lessor that the 15Property and any Project Facilities will remain in compliance with all applicable laws, ordinances and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment. Lessee warrants and agrees that it will not use, maintain, generate, store, treat or dispose of any Hazardous Materials in or on the Property or any Project Facilities in violation of applicable governmental regulations. Lessee hereby indemnifies and holds harmless Lessor and the State from and against any loss, liability, claim or expense, including, without limitation, cleanup, engineering and reasonable attorneys’ fees and expenses that Lessor or the State may incur by reason of any investigations or claim of any governmental agency or third party for any actions taken by Lessee, its agents, licensees, concessionaires, contractors or employees on the Property or any Project Facilities during the Lease Term. Lessee's indemnity to Lessor and State under this Section 4.6 shall survive the cancellation or termination of this Lease. Lessee will be permitted to obtain environmental studies of the Property at Lessee’s expense, This Lease is contingent upon Lessee being satisfied with such studies prior to commencement of construction pursuant to Section 2.1. If during the term of this Lease, Hazardous Materials are found in or on the Property, which are not the responsibility of Lessee or anyone holding or using the Property under Lessee, as provided above, Lessee, at its option, may terminate this Lease and be entitled to a pro rata refund of Rent under Section 3.1 for any part of any Rent period which has not then expired, unless Lessor commences remediation within 90 days after Lessor is notified of the existence of such Hazardous Materials and diligently completes such remediation, Section 4.7. Indemnification. The Lessee releases the Lessor and the State from, agrees that the Lessor and the State shall not be liable for, and indemnifies and holds harmless the Lessor and the State against, all liabilities, obligations, claims, damages, penalties, causes of action, costs, and expenses (including, without limitation, reasonable attorneys’ fees and expenses except as may be limited by law or judicial order or decision entered in any action brought to recover moneys under this Section) imposed upon, incurred by or asserted against the Lessor or the State arising (@) solely out of ownership of any interest in the Property or any part of the Property, (b) out of any accident, injury to, loss by or death of persons or loss of or damage to property occurring on or about the Property or the Project Facilities which is not contributed to by the gross negligence or wrongful intentional acts or omissions of the Lessor, the State or their respective agents, (c) out of any use, disuse or condition of the Property or the Project Facilities or any part of the Property, (d) out of any failure on the part of the Lessee to perform or comply with any of the terms hereof, or (¢) out of the performance of any labor or services or the furnishing of any ‘materials or other property in respect of the Property or the Project Facilities or any part thereof or (f) out of operation of any Project Facilities on the Property. Any amounts payable to the Lessor under this Section 4,7 which are not paid within ten days after written demand therefor shall bear interest at ten percent (10%) simple interest per annum from the date of such demand. ‘The obligations of the Lessee under this Section 4.7 shall survive any termination of this Lease. 16ARTICLE V TAXES, MECHANICS' LIENS AND INSURANCE Section 5.1. Payment of Taxes and Other Governmental Charges and Utilities. The Lessee shall pay, or cause to be paid, as the same respectively come due during the Lease Term, all taxes, assessments, whether general or special, and other governmental charges of any kind whatsoever, including but not limited to payments in lieu of taxes, foreseen or unforeseen, ordinary or extraordinary, that now or may hereafter at any time during the Lease Term be assessed or levied against or with respect to the Property or any Project Facilities and all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property or any Project Facilities Notwithstanding the preceding paragraph, the Lessee may, at its expense and after prior written notice to the Lessor, by appropriate proceedings diligently prosecuted, contest in good faith the validity or amount of any such taxes, assessments and other charges, and during the period of contest, need not pay the items so contested. During the period when the taxes, assessments or other charges so contested remain unpaid, the Lessee shall set aside on its books adequate reserves with respect thereto. Section 5.2. Mechanics‘ and Other Liens. The Lessee shall not permit any mechanics' or other liens to be filed or exist against the Property by reason of work, labor, services or materials supplied or claimed to have been supplied to, for or in connection with any projects undertaken upon the Property contracted for by the Lessee or anyone holding the Property or any part thereof through or under the Lessee. If any such lien shall at any time be filed, the Lessee shall, within thirty days after notice of the filing thereof, but subject to the right to contest hereinafter set forth, cause the same to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction or otherwise. Notwithstanding the foregoing, the Lessee may, at its expense, and after prior notice to the Lessor, by appropriate proceedings duly instituted and diligently prosecuted, contest in good faith the validity or the amount of any such lien. Section 5.3, Insurance. The Lessee shall keep, or cause to be kept, the Property and any Project Facilities continuously insured in the amount and with coverage of the Required Public Liability Insurance Coverage and shall keep and maintain, or cause to be kept and maintained, with respect to any Project Facilities, Required Property Insurance Coverage. Such insurance shall be obtained and maintained by means of policies with Acceptable Insurance Companies. The Lessor and the State shall each be named as an additional insured on any and all insurance policies required by this section. The insurance to be provided may be by blanket policies if Lessor so consents, Each policy of insurance shall be written so as not to be subject to cancellation or substantial modification unless there has been at least thirty (30) days' advance written notice to the Lessor and the State. The Lessee shall deposit with the Lessor certificates or other evidence satisfactory to the Lessor that the insurance required by this Section 5.3 has been obtained and is. in full force and effect and that all premiums on such insurance have been paid in full. At least thirty (30) days prior to the expiration of any such insurance, the Lessee shall furnish the Lessor 7with evidence satisfactory to the Lessor that such insurance has been renewed or replaced and that all premiums thereon have been paid in full. Section 5.4. Construction. From and after the execution of this Lease, Lessee shall procure, pay for and thereafter maintain, or cause to be procured, paid for and maintained, a construction payment and performance bond assuring the completion of the construction of the Stadium, Section 5.5. Workers' Compensation Coverage. The Lessee shall maintain, or cause to be maintained in connection with the Property and any Project Facilities any workers’ compensation coverage required by the applicable laws of the State, Section 5.6. Payment by Lessor. If the Lessee fails to (i) pay taxes, assessments and other governmental or utility charges, including but not limited to payments in lieu of taxes, as required by Section 5.1, (ji) pay or discharge mechanics’ or other liens as required by Section 5.2, (iii) maintain and keep in force the insurance required by Sections 5.3, 5.4 and 5.6 ot (iv) maintain required workers' compensation coverage as required by Section 5.5, the Lessor may, but shall not be obligated to, advance funds to pay any such required charges or items. Any funds so advanced shall be paid by Lessee to Lessor within ten (10) days after written demand, and shall bear interest from the date of advancement at the simple interest rate of ten percent (10%) per annum. ARTICLE VI DAMAGE, DESTRUCTION AND CONDEMNATION Section 6.1 ‘or Destruction of Property and Project Facilities. In case of any damage to the Property, any part of the Property or any Project Facilities, the Lessee will promptly give, or cause to be given, written notice thereof to the Lessor generally describing the nature and extent of such damage or destruction. Except’ as provided below, there shall be no abatement or dimigution of Rent and the Lessee shall, whether or not the Net Proceeds of insurance, if any, received on account of such damage or destruction shall be sufficient for such purpose, promptly commence and complete, or cause to be commenced and completed, the repair or restoration of the Project Facilities as nearly as practicable to the value, condition and character of the Project Facilities existing immediately prior to such damage or destruction, with such changes or alterations which have been approved by Lessor, however, as the Lessee may deem necessary for proper operation of the Project Facilities for the Project Purposes. If a Force Majeure event occurs that prevents Lessee from using the Stadium for in excess of one continuous year, there will be a tolling of the Lease term and Rent payments until such time as the Stadium has become operational, provided that the maximum tolling period shall be two continuous years. 18Section 6.2. Use of Insurance Proceeds. In connection with the repair or restoration of any Project Facilities pursuant to Section 6.1 hereof, Net Proceeds of Required Property Insurance Coverage shall be paid to the Lessee or its designee for application of as much as may be necessary for such repair or restoration. Section 6.3. Appropriation. If the entire Property and the Project Facilities, or so much thereof as makes the remainder unusable by Lessee, in Lessee’s reasonable opinion, for Soccer Events are taken, Lessee may terminate this Lease upon such taking and Lessor shall be entitled to all of the Net Proceeds for the taking of the Property and Lessee shall be entitled to all of the ‘Net Proceeds for the taking of the Project Facilities, provided that if said appropriation is made within 12 months of the expiration of the Initial Lease Term and Lessee has not exercised its option to renew as provided in Section 8.1(a), or within 12 months of the expiration of the Renewal Term, all of the Net Proceeds for taking of the Property and the Project Facilities shall belong to Lessor. If a part of the Property and/or the Project Facilities shall be taken under the exercise of the power of appropriation by any governmental body or by any person, firm or corporation acting under any governmental authority (collectively “Condemning Authority”), and the remainder continues to be usable by Lessee for Soccer Events, in Lessee’s reasonable opinion, this Lease shall continue in effect; Lessee shall be entitled to such portion of the Net Proceeds, if any, required to repair or restore the Property and the Project Facilities to usable condition; Lessor shall retain the balance of the Net Proceeds; and Rent shall be equitably adjusted to take into consideration the portion of the Property taken Section 6.4. Compliance with Legal Requirements. The Lessee shall comply or cause compliance with all Legal Requirements in connection with any actions undertaken pursuant to this Article VI. ARTICLE VIL FURTHER REPRESENTATIONS AND AGREEMENTS RESPECTING THE PROPERTY, THE LESSEE AND THE LESSOR Section 7.1. Right of Access. The Lessee agrees, subject to all Legal Requirements and upon twenty-four (24) hours notice unless in case of emergency that the Lessor and its employees and agents, shall have the right at all reasonable times to enter upon the Property and any Project Facilities for purposes of inspection. Section 7.2. Assignment and Subleasing. (a) This Lease may not be assigned in whole or in part by the Lessee, nor may the Property be subleased in whole or in part by the Lessee nor may the Project Facilities be sold or leased in whole or in part, except in any of the above cases to Permitted Assigns, without the prior written approval of the Lessor. Any sale of the Project Facilities shall be subject to this Lease (the terms and conditions of this Lease shall be incorporated in any documents involved in any sale) and title to the Project Facilities shall be transferred to Lessor upon termination of this Lease, unless Lessor elects to have the Project Facilities removed and the Property restored pursuant to Section 8.1. The foregoing notwithstanding, Lessor understands that Lessee will be subleasing the Property, the Project 19Facilities and Lessee’s rights under this Lease to third parties for Events on the Property. Such subleasing shall be in compliance with the terms of this Lease but does not otherwise require prior ‘written approval of Lessor pursuant to the first sentence of this Section 7.2(2). (b) The Lessee may not and will not permit any other party to mortgage, assign, sell, pledge, grant or assign a security interest in its right, title and interest under and in this Lease, or its rights to the Property, in whole or in part. Section 7.3. Estoppel Certificate. The parties mutually agree that within thirty (30) days after the request of the other party, and at no cost and expense to the party to whom the request was made, Lessor or Lessee, as the case may be, will execute, have acknowledged and deliver to the other party or its designee a certificate evidencing whether or not: (@ This Lease is in full force and effect; (&) This Lease has been modified or amended in any respect, and identifying such modifications or amendments, if any; (©) __ There are any existing defaults by either party hereunder to the knowledge of the party executing the certificate, and specifying the nature of such defaults, if any; and @ Such other statements reasonably requested in the notice that, to the best of the certifying party's knowledge, are true and correct. Any certificate executed, acknowledged and delivered pursuant to this Section 7.4 may be relied upon by any third party dealing with either party hereto, this Lease, the Property or any Project Facilities. Section 7.4. Additional Representations of the Lessee. Lessee represents that: (@) It is a limited liability company duly organized under the laws of the State of Delaware, is qualified to do business in Ohio, and is in good standing. (b) It has full power and authority to execute, deliver and perform this Lease and to eater into and carry out the transactions contemplated hereby. Such execution, delivery and performance do not, and will not, violate any provision of law applicable to the Lessee and do not, and will not, conflict with or result in a default under any agreement or instrument to which the Lessee is a party or by which it is bound. This Lease has, by proper action, been duly authorized, executed and delivered by the Lessee and all steps necessary have been taken to constitute this Lease as a valid and binding obligation of the Lessee, (©) __ Lessee shall provide Lessor with information regarding the cost of the Project Facilities and_will represent and warrant to Lessor in writing that Lessee has sufficient funds to complete construction of the Project Facilities prior to the beginning of construction. 20Section 7.5. Additional Representations of Lessor. (a) Lessor is the fee simple owner, on behalf of the State, of the Property and possesses all legal right, title and authority to enter into this Lease and grant the leaschold rights contained herein, for the Project Purposes, to Lessee. (©) Subject to any rights of Lessor in this Lease, Lessor represents and warrants that Lessor will not do anything which impedes Lessee from commencing construction of the Stadium ‘as soon as practicable after the execution of this Lease or which will impede construction once commenced. Lessor acknowledges that Lessee will have control over the Property during the construction phase, and agrees to cooperate with Lessee in allowing full time construction at the Property through the date of completion of the Stadium by accommodating construction traffic and providing an additional three acres of land immediately adjacent to the Property as a construction marshaling area. The construction site will be fenced off from the remainder of the Ohio Expo Center, at Lessee’s cost. For purposes of this subsection (b) “construction traffic” shall mean traffic providing equipment and materials for construction of the Project Facilities. Lessee acknowledges that while it will be permitted to continue construction of the Project Facilities during the Ohio State Fair and the All American Quarterhorse Congress, construction traffic to the Project Facilities during such events shall be limited to the hours of 10 p.m. to 6 am, and such other times permitted with the prior approval of OEC Manager, and all construction employees, contractors and subcontractors shall be required to obtain the necessary credentials as provided by such event in order to have access to the Project Facilities. ARTICLE VIL DISPOSITION OF PROPERTY UPON TERMINATION Section 8.1. Renewal, Extension and Termination of Lease. (a) Provided Lessee is not then in default under this Lease, Lessee shall have the right to renew this Lease for one additional term of twenty-five (25) years (“Renewal Term”), provided that Lessee so notifies Lessor at least one (1) year prior to the end of the Initial Term. lll terms of the Lease shall be the same, except that Lessor and Lessee agree to negotiate in good faith regarding the Rent for the Renewal Term. If Lessor and Lessee, negotiating in good faith, cannot agree upon Rent during the Renewal Term within sixty (60) days after Lessee notifies Lessor that Lessee is renewing the Lease, either Lessor or Lessee may submit the matter for arbitration pursuant to the commercial arbitration rules of the American Arbitration Association, and the Rent determined by such arbitration shall be the Rent during the Renewal Term, provided that in no event shall Rent be less than the Rent during the last Lease Year of the Initial Term. Such renewal shall be memorialized in an amendment to this Lease or a new lease agreement executed by Lessor, the State and Lessee. (©) Subject to the Lessor and Lessee executing a further lease agreement to extend the term of this Lease, upon the expiration of the Lease Term, the Lease shall terminate, the leasehold interest granted herein shall be extinguished and the Lessor shall take possession of the Property and possession and title to any Project Facilities thereon not removed by Lessee pursuant to Section 4.5, provided, however, the Lessor hereby agrees, upon the request of the Lessee which request shall be provided in writing no later than one (1) year prior to the end of the Lease Term, to continue to make, until the end of the Lease Term, a reasonable, good faith effort to enter into 21‘an agreement with the Lessee whereby the Lessee shall continue to operate and manage the Project Facilities. Lessor and Lessee agree that during the Lease Term or any extension of the Lease Term, title to the Project Facilities shall vest solely in the Lessee. Only upon the termination of this Lease, or if extended by the Lessor and Lessee, upon the termination of the lease agreement executed in connection with an extension of this Lease, shall title to the Project, Facilities transfer to the Lessor. At Lessor’s option, Lessee may be required to remove all Project Facilities from the Property and to restore the Property as near as reasonably possible to its condition prior to commencement of this Lease, at Lessee’s cost. ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Section 9.1. Events of Default. Any one or more of the following events shall be an Event of Default under this Lease: (@) Lessee shall fail to pay any payments of Rent on or prior to the date on which any such payment is due and payable, () Lessee shall fail to observe or perform any other term, covenant or agreement, on the Lessee's part to be observed or performed under this Lease, and that failure continues for 30 days (10 days, if within the Columbus Crew’s soccer season) after written notice of that failure is given to the Lessee by the Lessor; provided, that if the failure is of such nature that it cannot be corrected within the applicable period, that failure shall not constitute an Event of Default so long as the Lessee institutes curative action within the applicable period and diligently and continuously pursues that action to completion. (©) The filing of an involuntary petition against Lessee under any bankruptcy or insolvency law, or under the reorganization provisions of any law of like import, or a receiver of Lessee or for the assets of Lessee shall be appointed without the acquiescence of Lessee, and such Petition or appointment shall remain undismissed for a period of ninety (90) days after such appointment. @ Lessee files a voluntary petition under any bankruptey or insolvency law or files a petition or answer seeking any reorganization or dissolution, or seeks the appointment of any receiver, or makes any general assignment for the benefit of its creditors, or admits in writing its inability to pay its debts generally as the same become due. Section 9.2. Remedies on Default, Whenever an Event of Default shall have occurred, any one or more of the following remedial steps may be taken: (@) The Lessor may re-enter and take possession of the Property without terminating this Lease and lease the Property for the account of the Lessee, holding the Lessee liable for the difference during the Lease Term between the rent and other amounts payable by such new lessee in such subleasing and the Rent; 22(b) The Lessor may terminate this Lease, evict the Lessee from possession of the Property and lease the Property to another, but holding the Lessee liable for all Rent and all other sums payable hereunder up to the effective date of such new lease; (© The Lessor may pursue all remedies now or hereafter existing at law or in equity to collect all the amounts then due and thereafter to become due under this Lease, or to enforce the performance and observance of any other obligation or agreement of the Lessee under this Lease; @) Lessor, at its option, may terminate the Lease and require Lessee to remove all structures, at Lessee’s cost and to return the Property, as near as reasonably possible to its condition prior to the commencement date of this Lease. Section 9.3. No Remedy Exclusive. No remedy conferred or reserved to the Lessor by this Lease is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Lessor to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than any notice required by law or for which express provision is made herein, Section 9.4. Agreement to Pay Attomeys' Fees and Expenses. If an Event of Default should occur and the Lessor should incur expenses, including attorneys’ fees, in connection with the enforcement of this Lease or the collection of sums due hereunder then Lessor shall be entitled to seek recovery of such expenses in such action, except as limited by law or by judicial order. Section 9.5. No Waiver. No failure by the Lessor to insist upon strict performance by the Lessee of any provision hereof shall constitute a waiver of Lessor’s right to strict performance and no express waiver shall be deemed to apply to any other existing or subsequent right to remedy the failure by the Lessee to observe or comply with any provision hereof. ARTICLE X MISCELLANEOUS Section 10.1. Quiet Enjoyment. The Lessor covenants with the Lessee that, upon the Lessee's payment of Rent and the performance and observance of the other covenants and agreements on its part to be performed and observed hereunder or upon the Lessee's causing such payment to be made and such covenants and agreements to be performed and observed by others, the Lessee shall and may peaceably and quietly have, hold and enjoy the Property without let or hindrance by the Lessor or by parties claiming under or through the Lessor. 23Section 10.2. Notices. All notices, certificates, requests or other communications under this Lease shall be in writing and be deemed to be sufficiently given when made by hand delivery, overnight express delivery or mailed by first class mail, postage prepaid, addressed to the appropriate Notice Address. A duplicate copy of each notice, certificate, request or other ‘communication given hereunder to the Lessor or the Lessee shall also be given to the State. The Lessee, the Lessor and the State may, by notice given under this Section, designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent, Section 10.3. Binding Effect. This Lease shall inure to the benefit of and shall be binding in accordance with its terms upon the Lessor and the Lessee and their permitted respective successors and assigns, Section 10.4. Extent of Covenants of the Lessor; No Personal Liability. All covenants, stipulations, obligations and agreements of the Lessor contained in this Lease shall be effective to the extent authorized and permitted by applicable law. No such covenant, stipulation, obligation ‘or agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, officer, agent or employee of the Lessor in other than an official capacity, and any officer of the Lessor shall not be-liable personally by reason of the covenants, stipulations, obligations or agreements of the Lessor contained in this Lease. Section 10.5. Execution Counterparts. This Lease may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument. Section 10.6. Severability. In case any section or provision of this Lease, or any covenant, stipulation, obligation, agreement, act, or action, part thereof, made, assumed, entered into, of taken under this Lease, or any application thereof, is for any reason held to be illegal or invalid, or is inoperable at any time, that illegality, invalidity or inoperability shall not affect the remainder thereof or any sections or provisions of this Lease or any other covenant, stipulation, obligation, agreement, act, or action, or part thereof, made, assumed, entered into, or taken under this Lease, all of which shall be construed and enforced as if the illegal, invalid or inoperable portion were not contained herein. Section 10.7. Modification and Amendment. Any modification, amendment or waiver of any provision of this Lease must be in writing and signed by the parties to be bound by such modification, amendment or waiver. Section 10.8. Survival. The provisions of Sections 4.6 and 4.7 of this Lease shall survive the expiration or earlier termination of this Lease and shall be binding upon the parties thereafter. Section 10.9. Entire Agreement. This Lease, including the Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, if any, with respect hereto. The parties do not intend to 24confer any benefits to any person, firm or corporation other than the parties hereto, No representation or warranty herein may be relied upon by any person not a party to this Lease. Section 10.10. Governing Law. This Lease shall be deemed to be a contract made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State. Section 10.11. Compliance with Law. Pursuant to ORC Section 125.111 or Section 153.59, Lessee agrees that Lessee, any contractor or subcontractor, and any person acting on behalf of Lessee or any contractor or subcontractor, will not discriminate, by reason of race, creed, color, religion, sex, age, disability, national origin, or ancestry against any citizen of the State in the employment of any person qualified and available to perform any work under this Lease. Lessee further agrees that Lessee, any contractors, subcontractor, and any person acting on behalf of the Lessee, any contractor or subcontractor shall not, in any manner, discriminate against, intimidate, or retaliate against any employee hired for the performance of any work under this Lease on account of race, creed, color, religion, sex, age, disability, national origin, or ancestry. Lessee agrees to comply with all applicable state and federal laws regarding drug-free workplace. Lessee shall make a good faith effort to ensure that all of Lessee’s employees, while working on the Lessor’s property will not purchase, transfer, use or possess illegal drugs or illegally consume or possess alcohol or abuse prescription drugs in any way. Section 10.12. Guarantee Agreement. As a condition of this Lease, Lessee shall provide a Guaranty Agreement in the form of Exhibit B attached hereto from Guarantor. Section 10.13. Certificate of Funds, Lessor’s obligations as set forth in this Lease are subject to the provisions of Section 126,07, Ohio Revised Code, which provide that this Lease shall not be valid and-enforceable unless the Director of Budget and Management first certifies that there is a sufficient balance in the appropriation to pay all sums due hereunder not already obligated to pay existing obligations and approval by the State Controlling Board. Section 10.14. House Bill 300 Compliance. Lessee hereby warrants that it has not made any political contributions in excess of the limitations specified in Section 3517.13, Ohio Revised Code. Section 10.15 CAP Property. Lessee agrees that it will not purchase the Columbus Auto Parts property on Hudson Street without Lessor’s approval, which approval will not be unreasonably withheld. 25IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Lease to be duly executed in their respective names, all as of the date hereinbefore written Witnesses: Name: Nee Pact GL OHIO EXPOSITION COMMISSION as Lessgr By: L Richard P. Frenette General Manager Ohio Expositions Commission Date: SBS : APPROVED AS TO FORM ONLY: BETTY D. MONTGOMERY, Attorney General William Jf Neville, Jr., Assistant Attorney General ate_May 20 19) APPROVED: DEPARTMENT OF ADMINISTRATIVE SERVICES By: Sandra A. Drabik, Director Date:_¢€/4S5/9F a APPROVED: THE STATE OF OHIO By: V. Voinovich, Govdnor of Ohio Date: & 4 AB 26CREW SOCCER STADIUM LIMITED. LIABILITY COMPANY, as Li lame: 7-777. Se, fame; Zhoimms J. mocloy Date:_Mwy 14, 169% STATE OF OHIO ss COUNTY OF FRANKLIN BE IT REMEMBERED, that on this JX — day of 79. 1998, before me, the subscriber, a Notary Public in and for said county, personally came Kichard P. Frenette, being the General Manager of the Ohio Expositions Commission, the Lessor in the foregoing instrument, and acknowledged the signing thereof on behalf of the Lessor. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal on this day and year aforesaid. ‘SUSAN W. WEYRICK Tay PuBUE, SHE OF CHO Ay COMMISION EXPRES DEC 10,2001 STATE OF OHIO ss COUNTY OF FRANKLIN BE IT REMEMBERED, that on this _5"* day of (Sune 1998, before me, the subscriber, a Notary Public in and for said county, personally came Sandra A. Drabik, being the Director of the Department of Administrative Services, and acknowledged the signing thereof. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal on this day and year aforesaid. C Notary Public PAUL'S, LERIVAN sfeltiSaten can havea BRE ARC 222000 27STATE OF OHIO ss COUNTY OF FRANKLIN BE IT REMEMBERED, that on this_/47* day of _/Y da J 1998, before me, the subscriber, a Notary Public in and for said county, personally Tawes Kootes, being the Hesidert _ of the Crew Soccer Stadium Limited Liability Company, the Lessee in the foregoing instrument, and acknowledged the signing thereof on behalf of the Lessee. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my seal on this day and year aforesaid 28Margy > iba ay Beep Be tateEXHIBIT E GUARANTEE AGREEMENT AAs an inducement for Lessor to enter into the foregoing Lease, and in consideration thereof, the undersigned unconditionally guarantees the full and prompt payment and performance of the obligations of Lessee under terms of the foregoing Lease, including, without limitation, the representation and warranty of Lessee in Section 7.2 (c) that prior to commencement of construction of the Project Facilities, Lessee will have sufficient funds to complete construction of the Project Facilities. The undersigned may substitute an afiiate of the undersigned as the Guarantor hereunder pursuant to the terms of the following sentence. If the undersigned wishes to substitute an afiliate of the undersigned as the Guarantor hereunder, the undersigned shall so notify Lessor and provide to Lessor proof which establishes to Lessor’s reasonable satisfaction that such affiliate has a net worth ‘equal to or greater than the undersigned and such afiliate, upon executing a Guarantee Agreement in the form hereof, shall be substituted for the undersigned as Guarantor hereunder and the undersigned shall be relieved of further obligation hereunder. Tamar Hunt, Guarantor staTE or (aio ss COUNTY OF Frawdel in Before me, a Notary Public in and for said county and state, personally appeared Lamar Hunt ‘who acknowledged that he is the Guarantor of the foregoing Lease; that he has read and received a copy of the foregoing Lease; that he signed this Guarantee Agreement as Guarantor; and that such signing was his voluntary act and deed IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on_(Mey_ 44 1998, 6a M2159 33Exhibit A DESCHIPTION OF LEASE AREA FOR THE COLUMBUS CREW STADIUM : : fugust 1998 Tsetiges : e a Situated in the County of Franklin, Staté.of Ohio, City of Columbus, being located. in fs Quarter Township 4, Township 1, Range 18 United States Military Londs and-being part of a : 3.451 .acré_parcel’ owned by.the State of Ohio (Ohio Expositions, Commission) recorded in. ficial Record 52051, Page B-12, and’ the Winis Summit Addition, Plat Book 8 Page 10, : ind the Hiawatha Park Place “Addition, Plat Book 14 Page 32, as recorded in the Office of ‘he Recorder of Franklin County, Ohio; lease orea being more particularly described ‘as ‘ollows: : : * Commencing, for reference, at a concrete. monument’ found in the southerly line of o 55.82 acre tract conveyed to the Columbus Auto Parts Company by Deed of Record in Jeed Book 841, Page 345 Recorder's Office, Franklin County, Ohio; thence South 86° 19° : st, 0.53 feet to an iron pin. (not found). being the south westerly corher of said : 451 acre parcel, ond the TRUE POINT OF BEGINNING of the herein described oreo. Thence, olong the westerly line of said 5.451 acre parcel North 3° 30’ East, 222.51 feet to 2 point, thence, across said 5.451 acre parce! South 86° 37’ 41” East, 282.22 feet to a point, thence, South 3° 09’ 43” West, 72.25 feet to o point, thence, South 86° 30° 08" East, 257.56 feet to a point, thence, South 52° 40’ 46” East, 251.43 feet through a point an the easterly Line of said 5.451 acre parcel and said Hiawatha Pork Place Addition ond through the reserve "D” lot and Lots 170, 171, 172 and 173 contained in said Hiowatho Park Place Addition to a point generally on the northerly right-of-way for a 20° alley, thence, generally along the northerly right-of-way for said 20" alley South 86° 20' 34” East, 15.75 feet to a point, thence, generally along the easterly line of Lot 24 South 3° 27' 51” West, 151.21 feet through a point on the southerly line of said Hiawatha Park Place Addition ond the northerly line of said Minis Summit Addition to @ point, thence, generally along the southerly line of Lot 24 North 86° 53’ 17” West 8.42 feet to a point, thence, generally long the eosterly line of Lots 58, 135, 136, 137, 138, 139, 140, 141, 142, 143, '44 and 145 contained in said Wilnis Summit Addition and the westerly right-of-way for vacated Fradeno Avenue South 2° 56’ 58” West, 591.27 feet to a point, thence, generally dong the southerly line of Lots 145, 132, 119, 106 and 93 North 86° 12" 46” West 718.61 feet to 0 point, thence, generally along the westerly line of Lots 93, 92, 91, 90, North 2" 42" 45" East 137.10 feet to a point, thence, generally along the southerly line of Lot 76 North 85° 59° 25” West, 41.73 feet to a point, thence, through Lots 76, 75, 74, 73, 72 71, 70, 39 and 3 contained in said Wilnis Summit Addition North 3° 30’ 00" East, 590.54 feet to the TRUE POINT OF BEGINNING of area herein described, containing 15.33 acres, more or less.EXHIBIT C GATES AND RIGHTS OF WAY Lessee's attendees shall access to the North Parking Lot off of Velma Avenue through gates located at Duxberry Avenue, 20" Avenue and the Plaza. Lessee’s attendees shall also have access to the North Parking Lot off of 17% Avenue through a gate located on Korbel Avenue. Lessee's attendees shall have right of way to enter the Property across Duxberry Avenue, 20" Avenue, Korbel Avenue, Wilnis Avenue and Fradena Avenue. Lessee shall have the right to enter the Property to conduct Lessee's normal business, other than Events or Sporting Events, through the gate located at Duxberry Avenue and across Duxberry Avenue.EXHIBIT D DESCRIPTION OF PERMITTED USES BY OHIO STATE PATROL AND ROAD MASTER ‘The Ohio State Highway Patrol Academy (‘Patro!”) utilizes the North Parking Lot approximately seven times a year for cadet driving schools. Each driving school is held on a Monday through Friday and lasts for between nine and fifteen hours. The Patrol utilizes the paved roadways, skidpad and paved parking areas located in the North Parking Lot. 5 Roadmaster Drivers School of Ohio, Inc. ("Roadmaster") conducts training for individuals seeking Commercial Driving Licenses and administers CDL tests in the North Parking Lot on a daily basis. Lessor’s contract with Roadmaster permits no more the fifteen tractor trailers to use the North Parking Lot at a time, Roadmaster utilizes the paved roadways, skidpad and paved parking areas located in the North Parking Lot. 32