SUB-LEASE por A rf a THIS SUB-LEASE (the “Lease”) made and entered into this 1% day of October, 2014, “Commencement Date” by and between (i) SUMNER COUNTY, TN (the “Landlord”) and (ii) SUMNER COUNTY CONVENTION AND VISITORS BUREAU “the Sub-Tenant”). This is a sub-lease arising from the Lease of the premise by Sumner County and Rogers Group, Inc. (“Property Owner”). 1. Grant, The Landlord leases to the Sub-Tenant upon the terms and conditions set forth herein approximately 17.4 acres of real property and all structures located thereon, 2310 Nashville Pike, Gallatin, Tennessee, consisting of the parcels where the “Comer House” as well as the parcel where the “Old Stone Barn” is located in Sumner County, Tennessee with the address of portion of parcel set forth in Exhibit A, Gallatin, Sumner County, Tennessee (“the Premises”). 2. ‘Term. The term of this Lease shall be for a period of One Year (1), commencing on the Commencement Date, and ending at midnight on the first anniversary of the Commencement Date. Notice to end the Lease can be given by either party with sixty (60) days notice. Renewal will be addressed sixty (60) days before the expiration of the one-year term. 3. Rental. Sub-Tenant shall pay to the Landlord, as rent, the sum of One Hundred Dollars ($100) per year payable in advance on the Commencement Date. 4. Assignment and Subletting. The Sub-Tenant shall not sublet all or any part of the Premises or assign this Lease in whole or part. Property can only be used for tourism and economic development events. Thirty days prior to each event Landlord must be notified through the office of the County Executive and allowed to reject a usage for any function to take place on the premises which shall involve use of the general public or any outside vendors. 5. Use. The Premises shall be used solely as city, county, tourist, or economic development events. Sub-Tenant shall take no action that would cause the Premises to be listed as a historical site or landmark. 6. Mining Operations. The Sub-Tenant acknowledges and agrees that the property owner conducts certain mining operations on property adjacent to the Premises. The Sub-Tenant waives, and agrees that he will not assert any claim against the Landlord or Property Owner for any disturbance or damages which such mining operations may cause. a . The Sub-Tenant shall furnish, at the Sub-Tenant's Expense, all utilities or services desired by the Sub-Tenant.2 A diy! nig hap Pd8. Covenants of Sub-Tenant, 8.1. Maintenance and Repair. Sub-tenant shall keep premises in good condition and repair. Sub-Tenant shall make no modifications to the Premises without the prior consent of Landlord and Property Owner. 82. Condition of Premises. By taking possession of the Premises, the Sub-Tenant acknowledges that Sub-Tenant accepts the Premises “AS IS, WHERE IS” and that the Premises, its fixtures, and equipment were in good and satisfactory condition. The Sub-Tenant acknowledges and agrees that there have been no promises on the part of the Landlord to decorate, alter, repair, or improve the Premises or representations as to the conditions and repair of the Premises, except as are set forth in this lease. 83, Alterations. The Sub-Tenant shall make no alterations, additions, or improvements in or to the Premises (“Alterations”) without permission of the Lessor. 8.4, Insurance. The Sub-tenant shall carry and maintain during the term of this Lease, at the Sub-Tenant’s sole cost and expense, comprehensive general liability insurance in an amount of not less than two million dollars ($2,000,000) for each occurrence and four million dollars ($4,000,000) general aggregate. The policy shall be endorsed to name Landlord and Property Owner as additional insured. Sub-Tenant’s insurance will be primary. Sub-tenant shall further carry umbrella liability coverage that shall provide excess limits over and above the general liability limits stated above in this article in a single limit amount of five million dollars (85,000,000) and an aggregate limit of five million dollars ($5,000,000) and such umbrella coverage shall also name Landlord and Property Owner as an additional insured. 9. Covenants of the Landlord. 9.1. Maintenance, The Landlord disclaims any responsibility for repairs or maintenance of any kind. The Sub-tenant waives and releases all claims against the Landlord, whether based in common law or statute, for failure to repair or maintain the Premises. 10. Access by Landlord. The Sub-tenant agrees that it will not unreasonably withhold consent to the Landlord or its agents, or workmen to enter into the Premises in order to (1) inspect the Premises, (2) make necessary or any agreed repairs, decorations, alterations, or improvements, supply necessary or agreed services, or (3) exhibit the Premises to prospective or actual purchasers, mortgages, Sub-tenants, workmen, or contractors. 11. Damage to Premises. In case the Premises shall be destroyed or damaged by fire or other casualty, so that in the Landlord’s opinion it has been rendered unfit for habitation, the Landlord may cancel this Lease. 12. Condemnation. If any part of the Premises is taken under the power of eminent domain, this Lease will terminate as to the part so taken, The Lease will terminate on the day the Sub-tenant is required to yield possession.13. Liability for _Damages/Injuries. Sub-tenant shall defend and accept responsibility for any and all claims and demands (except such as result from the negligence of Landlord or Property Owner) for, or in connection with, any accident, injury, or damage whatsoever caused to any person or property arising, directly or indirectly, out of the business conducted in or the use and/or occupancy of the Premises or occurring in, on, or about the Premises or any part thereof, or arising directly or indirectly, from any act or omission of Sub- Tenant, concessionaire, licensees, invitees, servants, agents, employees, or contractors, and from and against any and all costs, expenses, and liabilities incurred in connection with any such claims and/or proceedings brought thereon. 14, Termination. The Landlord may, at its option, upon sixty (60) days prior notice to the Sub-tenant, terminate this Lease, re-enter and take possession of the Premises and pursue such other remedies as it shall deem proper. 15. Storage, If Sub-Tenant shall fail to remove all its effects from the Premises upon termination of this Lease for any cause, or when Landlord shall re-enter and re-let the Premises, Landlord may, at its option, remove said effects in any manner and store same without liability to Landlord for their loss. Sub-Tenant agrees to pay Landlord on demand any and all expenses incurred in such removal, including court costs and reasonable attorney's fees and storage charges. 16. Notice by Landlord. Except as otherwise provided in this Lease, any written bill, statement, notice, or communication shall be deemed sufficiently given or rendered if delivered to the Sub-Tenant personally or sent by registered or certified mail, return receipt requested, to the Sub-Tenant at the Premises. The time of rendition of such bill or statement, or giving of such notice or communication shall be deemed to be the time when the same is delivered to the Sub-Tenant or mailed, as provided. 17. Notice by Sub-Tenant. Any notice by the Sub-tenant to the Landlord must be served by registered or certified mail, return receipt requested, addressed to the Landlord at the address where the last previous rental hereunder was paid. The time of rendition or giving of such notice shall be deemed to be the time when the same is actually delivered to and received by the Landlord. 18. Modification. Modification or variation of any provision of this Lease, other than the issuance or modification by Landlord of rules and regulations issued hereunder, shall not be effective unless the modification or variation is written and is signed by both the Landlord and the Sub-Tenant. 19, Successors and Assigns. This Lease, and all the terms and provisions hereof shall inure to the benefit of and be binding upon the parties hereto and upon their personal representatives, heirs, successors and assigns. 20. Governing Law. The Lease shall be governed by and subject to the Laws of the State of Tennessee.21. Landlord’s Attorney’s Fees. In the event of the employment by the Landlord of an attorney upon breach by Sub-tenant of any of the terms and conditions of this Lease, Sub- Tenant will pay to Landlord the reasonable fees of such attorney. Such fees shall be forthwith due and payable upon demand and shall constitute additional rent due and payable by the Sub- Tenant. 22. Holding Over. If Sub-Tenant remains in possession after expiration of the term hereof, or any renewal term, without any distinct agreement between the parties, Sub-Tenant shall be a Sub-Tenant at will, and there shall be no renewal of this Lease by operation of Law. 23. Time of Essence. Time is of the essence of this agreement. 24, Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous oral or written agreements with respect to the subject matter hereof. No modification of any provision of this ‘Agreement shall be binding upon either party unless executed in writing by both parties. IN WITNESS WHEREOF, the Landlord and the Sub-Tenant have affixed their signatures on the date first above written. SUMNER COUNTY, Landlord SUMNER COUNTY CONVENTION AND VISITORS BUREAU, Sub-Tenant