Erie County Works - Master Lease

THIS MASTER LEASE (the "Master Lease") is made as of the day of July, 1998, by and between THE COUNTY OF ERIE, a New York municipal corporation having an office and principal place of business at 95 Franklin Street, Buffalo. New York 14202 (the "County") and ERIE COUNTY STADIUM CORPORATION, a New York business corporation and wholly-owned subsidiary of the New York State Urban Development Corporation d/b/a the Empire State Development Corporation, a public benefit corporation having an office and principal place of business at 633 Third Avenue, New York, New York 10017-6754 (the "ECSC") .

WHEREAS, the County is the owner of an approximately 135 acre parcel of real property situated in the Town of Orchard Park, New York, which parcel is improved by a football stadium and related amenities (the "Stadium Complex"); and

WHEREAS, pursuant to its rights as a National Football League franchisee, Buffalo Bills, Inc. (the "Bills") are the owners of the "Buffalo Bills" football team (the "Team"); and

WHEREAS, pursuant to a certain Agreement of Lease, dated as of October 15, 1971, between the County and the Bills' predecessor in interest (as amended, the "Original Lease"), the Team has used and occupied the County's football stadium for its home games since 1973; and

WHEREAS, the County, New York State (the "State") and the Bills have determined that the Team encourages and fosters economic development and prosperity for the citizens of Erie County and Western New York, enhances the image of Erie County and Western New York and provides recreational and other opportunities for the citizens of Erie County and Western New York; and

WHEREAS, the citizens of Western New York have supported and enjoyed the Team since its inception such that the Team has become an integral part of the Western New York community; and

WHEREAS, on January 12, 1998, the State, the County and the Bills entered into a Memorandum of Understanding (the "MOU") setting forth in principle certain actions to be undertaken by each of the parties to enable the Team to continue to play its home games at the County's football stadium through July 31, 2013; and

WHEREAS, pursuant to Chapter _______ of the 1998 Session Laws of New York (the "Authorizing Legislation"), the State has found and declared, among other things, that the refurbishment, renovation, improvement, operation, maintenance, repair and financing of the Stadium Complex constitute a public and governmental purpose for the benefit of the citizens of the County and the State, and has specifically authorized the implementation of the various actions contained in the MOU, including, without limitation, the execution and delivery of this Master Lease and certain other documents relating to the Stadium Complex; and

WHEREAS, certain of the actions contained in the MOU relate to the refurbishing, renovation and improvement of the Stadium Complex at a cost of approximately $63.25 million; and

WHEREAS, under the New York State Urban Development Act, Chapter 174 of the 1968 Laws of New York, as amended (the "Act"), the New York State Urban Development Corporation d/b/a the Empire State Development Corporation (the "ESDC") is empowered to lease real property from municipalities and to rehabilitate and improve such real property; and

WHEREAS, pursuant to Section 12 of the Act, the ESDC is empowered to create subsidiary corporations and to confer upon such subsidiary corporations all "privileges, immunities, tax exemptions and other exemptions" which the ESDC enjoys, including, without limitation, such privileges, immunities, tax exemptions and other exemptions which enure to the ESDC by virtue of the ESDC's status as a public benefit corporation; and

WHEREAS, on February 6, 1998, the ESDC filed a Certificate of Incorporation with the New York Secretary of State forming the ECSC; and

WHEREAS, paragraph seven of such Certificate of Incorporation provides that the ECSC shall enjoy all of the "privileges, immunities, tax exemptions and other exemptions" of the ESDC; and

WHEREAS, in the Authorizing Legislation, the State has confirmed that the ECSC is a public benefit corporation; and

WHEREAS, on February 27, 1998, the ESDC and the Bills entered into a Design Funding Agreement pursuant to which the Bills have agreed to undertake certain preliminary design and construction work related to the refurbishing, renovation and improvement of the Stadium Complex; and

WHEREAS, to implement the refurbishing, renovation and improvement of the Stadium Complex, the ECSC, the County and the Bills entered into a certain Construction Coordinating Agreement dated as of July ___, 1998 (the "Construction Coordinating Agreement"); and

WHEREAS, pursuant to the terms of the Construction Coordinating Agreement, the ECSC has agreed to contract and pay for, and to oversee such refurbishing, renovation and improvement; and

WHEREAS, to facilitate such refurbishing, renovation and improvement and the subletting thereof to the Bills, the County has agreed to lease the Stadium Complex to the ECSC on the terms and conditions set forth herein; and

WHEREAS, the ECSC has agreed to simultaneously sublease the Stadium Complex to the Bills pursuant to a certain Stadium Lease, dated as of July ___, 1998, between the ECSC as sublessor and the Bills as sublessee; and

WHEREAS, in its capacity as "lead agency," the County has issued, on its own behalf and on behalf of all other involved agencies, a "negative declaration" under the New York State Environmental Quality Review Act covering the refurbishing, renovation and improvement of the Stadium Complex.

NOW, THEREFORE, for one dollar ($1.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the County and the ECSC agree as follows:

1.1 Recitals. The Recitals set forth above are hereby incorporated into and made a part of this Master Lease.

1.2 Definitions. As used in this Master Lease, the following terms shall have the meanings ascribed thereto:

If any other provision of this Master Lease contains a definition that contradicts any definition set forth in this Article, the definition set forth in such other provision will prevail.

1.3 Exhibits and Schedules. The following exhibits and schedules are attached to and made a part of this Master Lease:

2.1 Grant of Lease. The County hereby leases the Stadium Complex to the ECSC, and the ECSC hereby leases the Stadium Complex from the County, for the Term, on the terms and conditions set forth in this Master Lease.

2.2 Reservation of County Facilities. At all times during the Term, the County Facilities shall be reserved for the exclusive use and occupancy of the County.

2.3 Civic Events. The ECSC shall make the Stadium Complex available for use by the County or by any Person designated by the County for up to three (3) of the four (4) Civic Events permitted per Lease Year on the terms and conditions set forth in Section 2.3 of the Stadium Lease.

3.1 Rent. In consideration of the rights and privileges conferred upon the ECSC hereunder, the ECSC has agreed, in lieu of monthly rent, to:

(a) Contribute, upon the terms and conditions of the Construction Coordinating Agreement, the sum of Sixty-Three Million Two Hundred Fifty Thousand Dollars ($63,250,000) to be used to fund the cost of refurbishing, renovating and improving the Stadium Complex;

(b) Pay to the County on or before , 1998, the sum of _____________________________ Dollars ($___________), representing the net present value of the additional rent due pursuant to the terms of the Original Lease, which the ECSC has agreed to pay to the County on behalf of the Bills; and

4.1 The ECSC's Use of the Stadium Complex. During the Term, the Stadium Complex shall be used for the purposes set forth in Section 5.1 of the Stadium Lease, and for no other purpose.

4.2 Compliance with Law. Subject to the obligations of the County pursuant to Section 7.1 of this Master Lease and the obligations of the Bills pursuant to Section 5.2 of the Stadium Lease to perform certain Capital Improvements required by Applicable Law and arising out of or relating to any Bills' Improvement, at all times during the Term, the ECSC shall comply with, and shall use commercially reasonable efforts to cause the Bills to comply with: (a) all Applicable Laws; (b) all requirements of any board of fire underwriters or other similar body; and (c) any direction or occupancy certificate issued by any Governmental Authority. In amplification and not in limitation of the foregoing, at all times during the Term, the ECSC shall use commercially reasonable efforts to cause the Bills to comply with County Local Law No. 5-1996 and County Local Law No. 2-1994. With respect to County Local Law No. 5-1996, the ECSC shall be deemed to have fulfilled it obligations hereunder if it causes the Bills to: (a) post placards throughout the Buildings regarding the prohibition on smoking; (b) refuse entry to the Stadium to any Stadium Patron who is smoking; (c) make at least two (2) announcements over the Stadium's public address system during each Game regarding said prohibition; and (d) notify Stadium Patrons who are seen violating said law that they are doing so.

4.3 Enforcement of Bills and NFL Covenants. During the Term, the ECSC shall use commercially reasonable efforts to cause the Bills and the NFL to comply with their respective covenants set forth in the Stadium Lease.

5.1 Automatic Termination. In the event the Stadium Lease is cancelled or terminated for any reason, including, but not limited to, cancellation pursuant to Section 7.1 thereof, or the exercise by the Bills of their termination option pursuant to Section 7.2 thereof, this Master Lease and the Term shall automatically terminate one day subsequent to the effective date of the termination of the Stadium Lease, and neither the County nor the ECSC shall have any further rights or obligations hereunder.

6.1 General Operation of the Stadium Complex. During the Term, the Stadium Complex shall be operated, managed and controlled in accordance with Sections 9.1 and 9.2 of the Stadium Lease.

(a) Provided no Lessee Default and no Material Sublessee Default has occurred and is continuing, during the Term, the County shall reimburse the ECSC for Operating Expenses and Game Day Expenses paid by the ECSC in any given Lease Year up to the Operating/Game Day Reimbursement Cap for such Lease Year.

(b) Not later than thirty (30) days prior to each Operating/Game Day Expense Reimbursement Date, the ECSC shall submit to the County a Voucher for disbursement of Operating/Game Day Expense Reimbursement in the amount of the applicable percentage shown on Schedule 6.2 attached hereto. Provided no Lessee Default and no Material Sublessee Default has occurred and is continuing, on each such Operating/Game Day Expense Reimbursement Date, the County shall remit to the ECSC funds equal to the applicable percentage of Operating/Game Day Expense Reimbursement due on such date according to such schedule.

(c) As soon as practicable following the conclusion of each Lease Year, but in no event later than the one hundred and thirtieth (130th) day thereafter, the ECSC shall deliver to the County a summary (together with appropriate back-up documentation) establishing the actual amount of Operating Expenses and Game Day Expenses paid by the ECSC during such Lease Year. In the event such summary reveals that the actual amount of Operating Expenses and Game Day Expenses paid by the ECSC during the preceding Lease Year is less than the Operating/Game Day Expense Reimbursement payments made by the County to the ECSC during such Lease Year, such excess reimbursement shall be offset against the next quarterly Operating/Game Day Expense Reimbursement payment to be paid by the County to the ECSC hereunder, unless such excess reimbursement shall have occurred during the last year of the Term, in which case such excess reimbursement shall be immediately repaid to the County by the ECSC (which repayment obligation shall survive the expiration or earlier cancellation or other cessation of the Term).

(d) In the event the County objects to any Operating Expense or Game Day Expense as shown in such summary, the County shall notify the ECSC of said objection within thirty (30) days of the receipt of such summary. To the extent that any such objection arises out of or relates to any Operating Expense or Game Day Expense reimbursed to the Bills by the ECSC pursuant to the Stadium Lease, the ECSC shall endeavor to resolve such objection with the Bills pursuant to the procedure outlined in Section 9.4(c) of the Stadium Lease; provided, however, that all costs and expenses incurred by the ECSC with respect to such resolution shall be borne by the County. The resolution of any such objection pursuant to such Section 9.4(c) shall be binding upon the County and the ECSC for purposes of this Master Lease. To the extent that the accountants appointed pursuant to Section 9.4(c) of the Stadium Lease determine that any Operating Expense or Game Day Expense item paid by the ECSC was ineligible for reimbursement, the amount of such ineligible reimbursement shall be deducted from the next quarterly Operating/Game Day Expense Payment to be paid by the County to the ECSC hereunder.

(e) If, as a proximate result of an event of Force Majeure, the Stadium cannot practically, safely and economically be used for any Home Game, the Game Day Expense Portion of any Operating/Game Day Expense Reimbursement previously paid by the County to the ECSC for the Lease Year in which such unplayed Home Game falls shall be promptly repaid to the County pro-rata for each unplayed Home Game based upon a fraction, the numerator of which shall be the total Game Day Expense Portion for such Lease Year and the denominator of which shall be the number of scheduled Home Games for such Lease Year. To the extent that a Force Majeure event occurring in a previous Lease Year results in a Home Game in the subsequent Lease Year not being played, the County's obligation pay the Game Day Expense Portion for such subsequent Lease Year shall be suspended until such Force Majeure is eliminated. Upon such elimination, the amount of the Game Day Expense Portion for such subsequent Lease Year shall be pro-rated for each unplayed Home Game based upon the formula set forth above and proportionately paid to the ECSC on each of the remaining Operating/Game Day Expense Reimbursement Dates.

6.3 Adjustment to Operating/Game Day Expense Reimbursement Cap. On the Commencement Date and on each Anniversary Date, the Operating/Game Day Expense Reimbursement Cap for the upcoming Lease Year shall be adjusted in accordance with this Section 6.3. If the Price Index for the most recently available month is greater than the Price Index as of December 31, 1996, then the Operating/Game Day Expense Reimbursement Cap shall be multiplied by the percentage difference between the Price Index for such most recently available month and the Price Index as of December 31, 1996, and the product will be added to the Operating/Game Day Expense Reimbursement Cap, which sum shall thereafter be the maximum amount of the Operating/Game Day Expense Reimbursement during the ensuing Lease Year. For example, if the Price Index was 111 on December 31, 1996, and 117 on the Commencement Date, the Operating/Game Day Expense Reimbursement Cap during the first Lease Year would be $3,072,568. Within thirty (30) days of each adjustment to the Operating/Game Day Expense Reimbursement Cap pursuant to this Section 6.3, the County shall deliver to the ECSC a written statement setting forth such adjustments.

7.1 The County's Repair of Stadium Complex. Throughout the Term, the County shall perform or cause to be performed all necessary Structural Repairs so as to keep the Stadium, the Administration Building, the Field House and the Training Center in good condition and repair, excepting only normal wear and tear and damage by Casualty. Any Capital Improvement to the Stadium Complex, or any part thereof, which may be necessary or required by reason of any Applicable Law (including, without limitation, the Americans with Disabilities Act) and which does not arise out of or relate to any Bills' Improvement, shall be promptly made by and at the cost and expense of the County, in accordance with plans and specifications approved by the Bills, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, to the extent that any repairs, whether Structural Repairs or otherwise, are caused by or result from the negligence or deliberate act of the ECSC or its employees, contractors, agents, licensees, guests or invitees, such repairs shall be performed by the County, at the sole cost and expense of the ECSC, which expense shall not constitute an Operating Expense or a Game Day Expense, or otherwise be eligible for reimbursement as a Capital Improvement Expense.

8.1 Covenant of Quiet Enjoyment. The County covenants and warrants that the ECSC, on performing and observing all of its covenants and agreements contained in this Master Lease, shall and may peaceably and quietly have, hold, occupy, use and enjoy, and shall have the full, exclusive and unrestricted use and enjoyment of, all of the Stadium Complex during the Term, and may exercise all of its rights hereunder, subject only to the provisions of the Stadium Agreements.

9.1 General. All alterations, changes and improvements to the Stadium Complex in conjunction with the Project shall be designed and constructed in accordance with the Construction Coordinating Agreement. Except as provided in Article 15 of the Stadium Lease, the ECSC shall not make or permit to be made any structural or non-structural alterations, changes or improvements to the Stadium Complex.

10.1 Assignment and Subletting Prohibited. Without the prior written consent of the County, except for the Stadium Lease and assignments to Affiliates, the ECSC will not assign, mortgage or encumber this Master Lease nor sublease the whole or any part of the Stadium Complex to any Person.

11.1 End of Term. Upon the expiration or termination of the Term, the ECSC shall peaceably deliver up and surrender the Stadium Complex to the County in the condition required by Article 19 of the Stadium Lease.

11.2 Termination Documentation. Upon the expiration or termination of the Lease Term, and performance of all obligations required of the County hereunder, the ECSC shall immediately upon the request and at expense of the County, deliver a release of any instruments of record evidencing this Master Lease, and a quitclaim deed to the County covering the Stadium Complex.

12.1 General Levy Taxes. Under Applicable Law as of the Commencement Date, the Stadium Complex, by virtue of the County's ownership thereof, is exempt from all general levy ad valorem real estate taxes and assessments. To the extent that any such taxes and assessments are imposed on or with respect to the Stadium Complex by any governmental Authority during the Term, such taxes and assessments shall be paid by the County.

13.2 Survival. The provisions of this Article 13 will survive the expiration or termination of this Master Lease.

14.1 ECSC's Certificate. The ECSC shall at any time and from time to time, within ten (10) days of the receipt of a written request from the County, execute, acknowledge, and deliver to the County a statement in writing certifying: (a) that this Master Lease has not been amended and is in full force and effect (or, if amended, stating the nature of such amendment and certifying that this Master Lease, as so amended, is in full force and effect); (b) the dates to which any rent due hereunder has been paid; (c) that there are not, to the ECSC's knowledge, any uncured defaults on the part of the ECSC hereunder, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of the County hereunder, or specifying such defaults, events, or conditions, if any are claimed; and (d) such other information as may be reasonably required by the County.

14.2 County's Certificate. The County shall at any time and from time to time, within ten (10) days of receipt of prior written notice from the ECSC or the Bills, execute, acknowledge, and deliver to the ECSC or the Bills, as the case may be, a statement in writing certifying: (a) that this Master Lease has not been amended and is in full force and effect (or, if amended, stating the nature of such amendment and certifying that this Master Lease, as so amended, is in full force and effect); (b) that there are not, to the County's knowledge, any uncured defaults on the part of the County hereunder, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of the ECSC hereunder, or specifying such defaults, events, or conditions, if any are claimed; and (c) such other information as may be reasonably required by the ECSC or the Bills.

15.1 Arbitration. Any disputes arising or relating to this Master Lease, or the breach thereof, shall be settled by arbitration, conducted in Buffalo, New York, in accordance with the procedures outlined in Article 23 of the Stadium Lease.

16.1 Events of Lessee Default. Any of the following events shall constitute a "Lessee Default":

(a) The ECSC defaults in the due and punctual payment of any rent or other financial obligations due pursuant to this Master Lease, and such default continues for fifteen (15) days after written notice from the County;

(b) The ECSC breaches any of the other agreements, terms, covenants, or conditions set forth in any of the Stadium Agreements that the ECSC is required to perform or observe, and such breach continues for a period of thirty (30) days after written notice from the County to the ECSC or, if such breach cannot be cured reasonably within such thirty (30) day period, if the ECSC fails to diligently commence to cure such breach within thirty (30) days after written notice from the County and to diligently complete such cure thereafter;

(c) This Master Lease or the Stadium Complex or any part of the Stadium Complex is taken upon execution or by other process of law directed against the ECSC, or are taken upon or subject to any attachment by any creditor of the ECSC or claimant against the ECSC, and said attachment is not discharged or disposed of within ninety (90) days after its levy;

(d) The ECSC files a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or admit the material allegations of any such petition by answer or otherwise, or are dissolved or make an assignment for the benefit of creditors;

(e) Involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of the ECSC are instituted against the ECSC, or a receiver or trustee is appointed for all or any material portion of the property of the ECSC, and such proceeding is not dismissed or such receivership or trusteeship vacated within ninety (90) days after such institution or appointment.

16.2 County's Remedies. If any one or more Lessee Defaults occur, then the County has the right, at its election:

(a) To discharge, pay or otherwise perform, as agent of the ECSC, the obligations of the ECSC giving rise to such Lessee Default, and all amounts paid by the County and all costs and expenses incurred by the County in connection with the discharge, payment or performance of any such obligations (together with interest at the Default Interest Rate from the date of payment by the County to the date of repayment by the ECSC) will either, at the option of the County, (i) be payable by the ECSC to the County on demand, or (ii) be offset by the County against the next payment or payments to be made by the County pursuant to this Master Lease; or

(b) To execute, acknowledge and deliver any instruments and to do and perform any acts in the name and of behalf of the ECSC, including the right to establish accounts in the name of the ECSC and to disburse monies from such accounts, for the purpose of subleasing the Stadium Complex to the Bills in accordance with the terms and conditions set forth in the Stadium Lease, and for such purposes, the ECSC hereby irrevocably appoints the County its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of substitution; or

(c) To give the ECSC ten (10) days' written notice of the expiration of the Term and upon the giving of such notice and the expiration of such ten (10) day period, the ECSC's right to possession of the Stadium Complex will cease and this Master Lease will be terminated, except as to the ECSC's liability for the payment of the obligations set forth in Article 3, as if the expiration of the term fixed in such notice were the end of the Term; or

(d) Without further demand or notice, to reenter and take possession of the Stadium Complex or any part of the Stadium Complex, repossess the same, expel the ECSC, and remove the effects of the ECSC without being liable for prosecution, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or other amounts payable under this Master Lease or as a result of any preceding breach of covenants or conditions.

16.3 Continuing Liability After Termination. If this Master Lease is terminated on account of the occurrence of a Lessee Default, the ECSC will remain liable to the County for damages in an amount equal to rent and other amounts that would have been owing by the ECSC for the balance of the Term had this Master Lease not been terminated. The County will be entitled to collect such damages from the ECSC on the days on which rent and other amounts would have been payable under this Master Lease if this Master Lease had not been terminated, and the County will be entitled to receive such rent and other amounts from the ECSC on each such day.

16.4 Continuing Liability After Reentry. In the event that the County does not elect to terminate this Lease as permitted in Section 16.2(c), but on the contrary elects to take possession as provided in Section 16.2(d), the ECSC will pay to the County rent and other sums as provided in this Master Lease that would be payable under this Master Lease if such repossession had not occurred. The ECSC will pay such rent and other sums to the County on the days on which such rent and other sums would have been payable under this Master Lease if possession had not been retaken, and the County will be entitled to receive such rent and other sums from the ECSC on each such day. No such reentry or taking possession of the Stadium Complex by the County will be construed as an election on the County's part to terminate this Master Lease unless a written notice of such intention is given to the ECSC. No written notice from the County under this Section 16.4 or under a forcible or unlawful entry and detainer statute or similar law will constitute an election by the County to terminate this Master Lease unless such notice specifically so states. The County reserves the right following any such reentry or reletting to exercise its right to terminate this Master Lease by giving the ECSC such written notice, in which event this Master Lease will terminate as specified in such notice.

16.5 Cumulative Remedies. Any claim for the recovery of the amounts and damages set forth in Sections 16.3 and 16.4 may be brought by the County, from time to time, at the County's election, and nothing in this Master Lease will be deemed to require the County to await the date upon which this Master Lease or the Term would have expired had there occurred no Lessee Default. Each right and remedy provided for in this Master Lease is cumulative and is in addition to every other right or remedy provided for in this Master Lease or now or after the Commencement Date existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by the County of any one or more of the rights or remedies provided for in this Master Lease or now or after the Commencement Date existing at law, in equity or otherwise will not preclude the simultaneous or later exercise by the County of any or all other rights or remedies provided for in this Master Lease or now or after the Commencement Date existing at law, in equity, by statute or otherwise.

16.6 Bills' Right to Cure Lessee Default. Upon serving the ECSC with notice of any event which, with the passage of time, could ripen into a Lessee Default, the County shall simultaneously serve a copy of such notice upon the Bills. The Bills shall thereupon have the same period as provided to the ECSC, after service of such notice upon it, to discharge, pay or perform the obligations of the ECSC giving rise to such notice and the County shall accept such discharge, payment or performance by or at the instigation of the Bills as if the same had been done by the ECSC. All amounts paid by the Bills and all costs and expenses incurred by the Bills in connection with the discharge, payment or performance of any such obligations (together with interest at the Default Interest Rate to the date of repayment by the ECSC) will either, at the option of the Bills, (i) be payable by the ECSC to the Bills on demand, or (ii) be offset by the Bills against the next payment or payments to be made by the Bills pursuant to the Stadium Lease.

17.1 Events of Lessor Default. The following event shall constitute a "Lessor Default":

(a) The County breaches any of the agreements, terms, covenants, or conditions that any of the Stadium Agreements requires the County to perform, and such breach continues for a period of thirty (30) days after written notice from the ECSC to the County or, if such breach cannot be cured reasonably within such thirty-period, if the County fails to diligently commence to cure such breach within thirty (30) days after written notice from the ECSC and to complete such cure within a reasonable time thereafter.

17.2 ECSC's Remedies. If any one or more Lessor Defaults occur, then the ECSC shall have the right to exercise any or all of its rights or remedies existing at law, in equity or otherwise.

18.1 Leasehold Mortgages. Without the County's prior written consent, the ECSC agrees not to grant any Liens securing indebtedness for borrowed money against or with respect to the leasehold estate in favor of the ECSC created by this Master Lease.

19.1 The County's Right of Entry. The County, its agents, employees, and contractors may enter the Stadium Complex at any time in response to an emergency and at reasonable hours upon prior written notice to:

(b) Determine whether the ECSC is complying with all of their obligations in this Master Lease;

20.1 The Bills' Rights Against the County. Without in any way limiting the enforceability of any of the terms and conditions of this Master Lease or the Stadium Lease which expressly afford the Bills with a right against the County for the payment or performance of an obligation, the County and the ECSC acknowledge and agree that the Bills are a third party beneficiary of the promises set forth in Sections 7.1, 12.1, 14.2, 16.6 and 22.21 of this Master Lease, and, as such, have the right, with or without the consent of the ECSC, to enforce any obligation of the County set forth in such sections directly against the County in its own name.

21.1 PACB Approval. This Master Lease, and the terms, covenants and conditions set forth herein shall be conditioned upon the receipt by the ECSC of written approval from the New York State Public Authorities Control Board of the Project. In the event such approval is not obtained by the ECSC on or before ________ __, 1998, this Master Lease shall automatically become null and void and neither the County nor the ECSC shall have any further rights or obligations hereunder.

22.1 Public Sector Capacity. In entering into this Master Lease, the County is acting in a proprietary rather than a governmental capacity. Nothing contained herein shall limit the County from exercising its governmental or police powers with respect to the protection of the public health, safety or welfare.

22.2 Exculpatory Provisions. All covenants, stipulations, promises, agreements and obligations of the Parties contained herein shall be deemed to be covenants, stipulations, provisions, agreements and obligations of the Party making such covenant, stipulation, promise, agreement or obligation and not of any member, director, officer, employee or agent of such Party in his or her individual capacity, and no recourse shall be had for any claim hereunder against any such member, director, officer employee or agent.

22.3 No Construction Against Drafting Party. The County and the ECSC acknowledge that each of them and their counsel have had an opportunity to review this Master Lease and that this Master Lease will not be construed against the County merely because the County has prepared it.

22.4 No Waiver. No failure of any party to this Master Lease to require, and no delay by any party to this Master Lease in requiring, any other party to comply with any provision of this Master Lease shall constitute a waiver of the right to require such compliance. No failure of any party to this Master Lease to exercise, and no delay by any party to this Master Lease in exercising, any right or remedy under this Master Lease shall constitute a waiver of such right or remedy. No waiver by any party to this Master Lease of any right or remedy under this Master Lease shall be effective unless made in writing. Any waiver by any party to this Master Lease of any right or remedy under this Master Lease shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future.

22.5 Notices. Unless otherwise provided in this Master Lease, any agreement, notice, request, instruction or other communication to be given hereunder by any party to the other shall be in writing and (i) delivered personally (such delivered notice to be effective on the date it is delivered), (ii) mailed by certified mail, postage prepaid (such mailed notice to be effective four (4) days after the date it is mailed); (iii) sent by recognized overnight courier service (such couriered notice to be effective one (1) day after it is delivered to such service) or (iv) sent by facsimile transmission with a confirmation sent by way of one of the above methods (such facsimile notice to be effective on the date that confirmation of such facsimile transmission is received), addressed to the party for whom it is intended at its address set forth in Section 1.1 of the Stadium Lease; provided that any party may designate in a writing to any other party any other address or telecopier number to which, and any other Person to whom or which, a copy of any such notice, request, instruction or other communication should be sent.

22.6 Severability. If any provision of this Master Lease proves to be illegal, invalid, or unenforceable, the remainder of this Master Lease will not be affected by such finding, and in lieu of each provision of this Master Lease that is illegal, invalid, or unenforceable, a provision will be added as a part of this Master Lease as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

22.7 Written Amendment Required. No course of performance or other conduct hereafter pursued, accepted or acquiesced in, and no oral agreement or representation made in the future, by any party to this Master Lease, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Master Lease, impair or otherwise affect any obligation of any party pursuant to this Master Lease or otherwise operate as a waiver of any such right or remedy. No modification of this Master Lease or waiver of any such right or remedy shall be effective unless made in writing duly executed by the Parties to this Master Lease.

22.8 Entire Agreement. The Stadium Agreements and the exhibits, schedules and addenda thereto, if any, contain the entire agreement between the County and the ECSC. No promises or representations, except as contained in Stadium Agreements, have been made to the ECSC respecting the condition or the manner of operating the Stadium Complex.

22.9 Captions. The captions of the various articles and sections of this Master Lease are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections.

22.10 Brokers. The County and the ECSC respectively represent and warrant to each other that neither of them has consulted or negotiated with any broker or finder with regard to the Stadium Complex. Each of them will indemnify and defend the other against and hold the other harmless from any claims for fees or commissions from anyone with whom either of them has consulted or negotiated with regard to the Stadium Complex.

22.11 Governing Law; Venue. Each Party hereby consents to the jurisdiction of the courts of the State of New York and/or the United States District Court for the Western District of New York in any action or proceeding arising under or relating to this Agreement (with Buffalo, New York as the venue for any action or proceeding). Each Party agrees not to institute suit against the others in a court in any jurisdiction, except as stated above, without the other Parties' consent. The Parties further agree that all matters with respect to the validity, construction or interpretation of this Agreement shall be governed by the internal law of the State of New York, without reference to any conflict of laws provisions.

22.12 Binding Effect. The covenants, conditions, and agreements contained in this Master Lease will bind and inure to the benefit of the County and the ECSC and their respective heirs, distributees, executors, administrators, successors, and, except as otherwise provided in this Master Lease, their assigns.

22.13 Recording. Upon the execution and acknowledgment hereof, this Master Lease or a memorandum hereof shall be recorded in the real property records of Erie County, New York.

22.14 Counterparts. This Master Lease may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Any party may execute this Master Lease by facsimile signature and the other party shall be entitled to rely on such facsimile signature as evidence that this Master Lease has been duly executed by such party. Any party executing this Master Lease by facsimile signature shall immediately forward to the other party an original signature page by overnight mail.

22.15 Force Majeure. If either party is delayed, prevented or hindered from the performance of any covenant or condition of this Master Lease because of Force Majeure financial inability excepted, such performance shall be excused for the period of the delay, and the period for such performance shall be extended for a period equivalent to the period of such delay.

22.16 No Merger. The terms and provisions of this Master Lease (including, without limitation, the representations, warranties and covenants herein) shall not merge, be extinguished or otherwise affected by the delivery and execution of any document delivered pursuant to this Master Lease unless such document shall specifically so state and shall be signed by both the County and the ECSC.

22.17 Only Lessor - Lessee Relationship. Nothing contained in this Master Lease shall be deemed or construed by the parties hereto or by any third Person to create the relationship of principal and agent, partnership, joint venture or any association between the County and the ECSC, it being expressly understood and agreed that neither the method of computation of rent nor any act of the parties hereto shall be deemed to create any relationship between the County and the ECSC other than the relationship of lessor and lessee. It is agreed that all Persons provided by the ECSC to perform the obligations of the ECSC contemplated hereby are not employees or agents of the County. The ECSC acknowledge that the ECSC's employees and agents shall not, by reason of this Master Lease or by reason of the performance of any services in connection with the satisfaction of the ECSC's obligations hereunder, be considered employees of, or entitled to any employee benefits of, the County or the County.

22.18 Applicable Standard. Any approval, consent, decision or election to be made or given by a party hereunder may be made or given in such party’s sole judgment and discretion, unless a different standard (such as reasonableness) is provided for explicitly. Whenever the County is required not to unreasonably withhold its consent or approval pursuant to this Master Lease, and the ECSC claims or asserts that any such consent or approval was, in fact, unreasonably withheld by the County, the ECSC's sole remedy shall be to commence arbitration in accordance with Article 23 of the Stadium Lease seeking an order of action for specific performance or injunction and in no case shall the County be liable in damages or otherwise monetarily for unreasonably withholding any such consent or approval.

22.19 Additional Assurances. From time to time after the date of this Master Lease, without further consideration and subject to the other terms of this Master Lease, the Parties shall promptly execute and deliver such other instruments and take such other action as any other Party reasonably may request to consummate the transactions contemplated hereby.

22.20 No Third Party Beneficiaries. Except as set forth in Article 20 of this Master Lease, this Master Lease is solely for the benefit of the Parties hereto, and their successors and permitted assigns and no provisions of this Master Lease shall be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right.

(a) Each Party represents and warrants to the others that (i) it has full power and authority to enter into this Master Lease and to perform and carry out all obligations, covenants and provisions hereof; and (ii) this Master Lease constitutes the legal, valid and binding obligations of said Party in accordance with the terms hereof and has been duly authorized by all necessary board, director, shareholder, manager, legislative, executive, committee and/or agency action, as the case may be.

(b) The County further represents and warrants to the ECSC and the Bills that no further legislative action or approval is or shall be required in order to enable the County to perform and carry out all obligations, covenants and provisions of this Master Lease and the Stadium Lease.

22.22 Limited Liability of ECSC. Notwithstanding anything contained herein to the contrary, the liability and obligation of ECSC to perform and make good the obligations contained herein shall not be enforced by any Proceeding wherein damages or any money judgement shall be sought against ECSC, ESDC or the State; provided, however, that the foregoing limitation shall not be construed so as to limit the ability of any Party to commence a Proceeding against ECSC seeking:

(a) Recovery for Losses arising out of the negligence or willful misconduct of ECSC;

(b) Recovery for Losses arising out of the negligence or willful misconduct of any employee of ECSC;

(c) Recovery for Losses arising out of the negligence or willful misconduct of any Person at the Stadium Complex at the behest, request or invitation of ECSC (including any guest or invitee in conjunction with an ECSC sponsored Civic Event, but excluding any contractor retained by ECSC for the Project not acting upon the direction of ECSC);

(e) Contribution from ECSC for up to $63,250,000 (or such greater amount as may be approved by the ECSC as the Budget) to fund the construction of the Project as and when contemplated by the Construction Coordinating Agreement and the Project Agreements;

(f) Reimbursement from ECSC for Operating Expenses and Game Day Expenses in accordance with Section 9.4 of the Stadium Lease;

(g) Payment by the ECSC of Working Capital Assistance in accordance with Section 11.1 of the Stadium Lease;

(h) Payment by ECSC of additional rent in accordance with Section 11.3 of the Stadium Lease;

(i) Payment by ECSC of additional rent in accordance with Section 3.1(b) of the Master Lease; and/or

(j) Payment by ECSC of the ECSC Project Costs pursuant to Section 2.3(h) of the Construction Coordinating Agreement.

IN WITNESS WHEREOF, the County and the ECSC have executed this Master Lease as of the day and year first above written.

On the day of July, in the year 1998, before me personally came ___________________, to me known, who being by me duly sworn, did depose and say that he/she/they reside(s) in ___________________; that he/she/they is (are) the ______________________ of the corporation described in and which executed the above instrument; and that he/she/they signed his/her/their names thereto by authority of the board of directors of said corporation.

On the day of July, in the year 1998, before me personally came _____________________, to me known, who being by me duly sworn, did depose and say that he/she/they reside(s) in ; that he/she/they is (are) the ______________________ of the corporation described in and which executed the above instrument; and that he/she/they signed his/her/their names thereto by authority of the board of directors of said corporation.

Reimbursement Date	Percentage of Operating/Game Day Expense Reimbursement Due
August 1	Thirty-Four Percent (34%)
November 1	Thirty-Four Percent (34%)
February 1	Sixteen Percent (16%)
May 1	Sixteen Percent (16%)