Erie County Works - Stadium Lease

THIS STADIUM LEASE (the "Stadium Lease") is made as of the _____ day of July 1998, by and between 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") and BUFFALO BILLS, INC., a New York business corporation having an office and principal place of business at One Bills Drive, Orchard Park, New York 14127 (the "Bills").

WHEREAS, the County of Erie (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, 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 Stadium 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, the County has leased the Stadium Complex to the ECSC pursuant to a certain Master Lease, dated as of July __, 1998, between the County, as lessor, and the ECSC, as lessee; and

WHEREAS, the ECSC has agreed to simultaneously sublease the Stadium Complex to the Bills on the terms and conditions set forth in this Stadium Lease; 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 ECSC and the Bills agree as follows:

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

If any other provision of this Stadium Lease contradicts any definition of this Article, such other provision will prevail.

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

2.1 Grant of Sublease. The ECSC hereby subleases the Stadium Complex to the Bills, and the Bills hereby sublease the Stadium Complex from the ECSC, for the Term, on the terms and conditions set forth in this Stadium Lease.

2.2 Reservation of County Facilities. As provided in Section 2.2 of the Master Lease, at all times during the Term, the County Facilities shall be reserved for the exclusive use and occupancy of the County. The Bills covenant and agree that at all times during the Term, the County shall have the right to access and use, on a non-exclusive basis, consistent with existing practice, all first aid and security areas within the Stadium.

2.3 Civic Events. Other than during the NFL Season, the Bills shall make the Stadium Complex available for up to four (4) Civic Events per Lease Year on the following terms and conditions:

(a) Three (3) of such Civic Events shall be available for use by the County or any Person designated by the County, and one (1) of such Civic Events shall be available for use by the ECSC or any Person designated by the ECSC.

(b) At least forty-five (45) days but not more than one-hundred and eighty (180) days prior to the date of the proposed Civic Event, the County or the ECSC, as the case may be, shall notify the Bills in writing of the requested date for such event and shall identify in all material respects to the extent then known the nature of the event, the sponsor, the areas of the Stadium Complex to be utilized, the terms (including ticket prices) of admission, the expected attendance, any special security or other arrangements and any other relevant information reasonably necessary for the Bills to perform their duties as the operator of the Stadium Complex. The notifying party shall update the content of such notice from time to time promptly upon becoming aware of any changes in the information given above and any additional relevant information of the type described above. Upon its receipt of a notice requesting the scheduling of a Civic Event, the Bills shall reserve such date for such Civic Event (unless such date has been previously reserved for another Stadium Event) and shall not schedule any other subsequently proposed Stadium Event on such date without written approval from the County or the ECSC, as the case may be.

(c) In no event shall any Civic Event be scheduled on any date that has been previously reserved for a Bills' Event or another Civic Event. The County, the ECSC and the Bills shall exercise good faith and cooperate with one another in the event of potential conflicts that may arise between proposed events.

(d) In no event shall any Civic Event be a professional football game or other professional sporting contest, nor shall any Civic Event include an event or activity which reasonably may be expected to cause damage to the Playing Field which will not be repaired in a timely fashion.

(e) The Bills shall promptly invoice the County or the ECSC, as the case may be, for all Civic Event Expenses following any Civic Event which it sponsors, and shall include

with such invoice copies of appropriate back-up documentation evidencing such Civic Event Expenses. Within forty-five (45) business days of the receipt by the County or the ECSC of any such invoice, the recipient shall, at its sole cost and expense, reimburse the Bills for all invoiced Civic Event Expenses.

(f) The County and the ECSC shall each retain the admission ticket revenue (if any) from any Civic Event which it sponsors.

(g) All Licensees who seek to use their Luxury Suite or Club Level Seat in conjunction with a Civic Event shall be required to purchase admission tickets for such Civic Event.

(h) The County or the ECSC, as the case may be, shall promptly repair or cause to be repaired any damage to any component of the Stadium Complex arising out of any Civic Event which it sponsors.

(i) Neither the County, the ECSC nor any Person designated by the County or the ECSC with respect to a Civic Event shall have the right to use any of the Reserved Areas during Civic Events.

(j) At the request of the County or the ECSC, as the case may be, the Bills shall operate the Stadium Complex concessions and the Parking Areas during or in connection with a Civic Event at a level deemed appropriate by the Bills, in their reasonable discretion, in light of the nature of the Civic Event and the number of Stadium Patrons expected to attend the Civic Event. All revenue derived from such operations shall belong to the Bills.

2.4 Suitability of the Stadium Complex. The Bills acknowledge that neither the County, the ECSC nor their respective agents or employees have made any representations or warranties as to the suitability or fitness of the Stadium Complex for the operations of the Team or for any other purpose, nor has the County, the ECSC or their respective agents or employees agreed to undertake any alterations or construct any improvements to the Stadium Complex except as expressly provided in the Master Lease, this Stadium Lease and in the Construction Coordinating Agreement.

3.1 Rent. On or before March 31st of each Lease Year, the Bills shall pay to the ECSC, as rent for the Stadium Complex, fifty percent (50%) of the amount by which Net Ticket Revenue exceeds NFL Average Net Ticket Revenue for the NFL Season concluded on or about February 1st of such Lease Year. Such rent shall be paid to the ECSC without notice or demand and without abatement, deduction or set-off in lawful money of the United States of America at the ECSC's Address and shall be accompanied by a certification, in form and content satisfactory to the ECSC, from an independent nationally recognized certified public accounting firm reasonably acceptable to the ECSC, setting forth the calculations used by the Bills in determining such rental payment.

3.2 NFL Net Ticket Revenue Calculation. On or before March 31st of each Lease Year, the NFL shall furnish the ECSC with the NFL Average Net Ticket Revenue for the preceding NFL Season, together with appropriate backup information so as to permit the ECSC to verify the NFL's computations. In the event the NFL fails or refuses to furnish the information necessary to calculate and verify the NFL Average Net Ticket Revenue for the preceding NFL Season by such date, rent for the then current Lease Year shall be computed by using in lieu thereof the average of the NFL Average Net Ticket Revenue for the four most recently available NFL Seasons. Any rent determined thereby to be due from the Bills to the ECSC shall be promptly remitted to the ECSC in accordance with Section 3.1. Promptly following the furnishing by the NFL of the NFL Average Net Ticket Revenue figures for such NFL Season, rent shall be recomputed and appropriate adjustments between the Bills and the ECSC shall be made.

3.3 Audit. The ECSC shall be entitled from time to time to audit and verify the Books and Records to assure that Net Ticket Revenue and the corresponding rent calculations are in accordance with this Article 3. In the event that any such audit or verification reveals that the rent paid by the Bills for any Lease Year is understated, the Bills will immediately pay to the ECSC such unpaid rent, together with interest at the Default Interest Rate, from the date on which such rent should have been paid. In the event such audit or verification reveals an underpayment of rent of three percent (3%) or more, in addition to such payment, the Bills will immediately reimburse the ECSC for all costs reasonably incurred for such audit and verification.

3.4 Late Payment. In the event that any payment of rent or additional rent due hereunder is not paid by the fifth (5th) day after which it is due, a late charge of five percent (5%) of the overdue amount may be charged by the ECSC for each month or part thereof that the same remains overdue. Any such "late charges" shall be deemed additional rent hereunder.

ARTICLE 4. ADDITIONAL RIGHTS OF THE BILLS WITH RESPECT TO THE STADIUM COMPLEX

4.1 General Right to Receive Revenue Generated at the Stadium Complex. Subject to the terms and conditions of this Stadium Lease, and, in particular Article 2 and Article 4, during the Term, the Bills shall have the exclusive right to contract for, collect, receive and retain all income and revenues of whatever kind or nature realized by, from or in connection with the Stadium Complex, including, without limitation, all revenues, royalties, license fees, concession fees and income and receipts arising from (a) the sale or distribution of admission tickets to Games and Bills' Events (including admission tickets to Club Level Seats, Luxury Suites and general admission seats); (b) the naming of, or the sale, lease or license of the right to name the Stadium Complex or any portion thereof; (c) the sale, lease or license of the Advertising Rights, including Signage; (d) the sale, lease or license of the Broadcast Rights; (e) the sale of food and beverages at the Stadium Complex; (f) the operation of the Parking Areas; (g) the sale of merchandise, programs and other goods and wares of any nature whatsoever at the Stadium Complex; and (h) the use of Luxury Suites and Club Level Seats. Nothing contained herein or elsewhere in the Stadium Agreements shall be construed as a limitation or curtailment of the general regulatory or police powers of the County or any other Governmental Authority. It is further acknowledged and agreed that the rights of the Bills pursuant to this Article 4 (including, without limitation, any contract entered by the Bills pursuant to this Article 4): (a) shall expire at the end of the Term (regardless of whether the Term ends by reason of the attainment of the Stadium Lease Expiration Date or the earlier termination or cancellation thereof); and (b) shall be subject to Applicable Law (including any obligation imposed on the Bills under Applicable Law to collect and remit all required sales and use taxes).

4.2 Naming of Stadium Complex. (a) The Bills shall have the exclusive right to name, or contract from time to time with any Person or Persons on such terms as the Bills may determine with respect to the naming of the Stadium Complex or any portion thereof; provided that (i) the term during which any such name shall apply shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof) and (ii) given the substantial interest of the County and the ECSC in the Stadium Complex and the public character thereof, the Bills shall not permit any name to be given to the Stadium Complex or any portion thereof except in accordance with this Section 4.2.

(b) In the event the Bills name the Stadium Complex or any portion thereof themselves, any name chosen by the Bills (i) shall be consistent with the NFL's policy with respect to the promotion and image of professional football (taking into account the fact that the game has substantial appeal to youth) and (ii) shall not unreasonably cause embarrassment to the County or the ECSC (such as names containing slang, barbarisms or profanity; names that could be construed to encourage the use of alcohol by minors or the use of tobacco by persons of any age; or names that relate to illicit drugs or any sexually oriented business or enterprise).

(c) In the event the Bills contract with any Person or Persons with respect to the naming of the Stadium Complex or any portion thereof, such name shall be subject to the prior approval of the County and the ECSC, which approval shall not be unreasonably withheld. Each of the County and the ECSC shall be deemed to have given its approval to any name requested by the Bills unless, within forty-five (45) days following such party's receipt of the Bills' written request for such approval, such party notifies the Bills of its disapproval in writing.

(d) The Bills agree to indemnify, defend and hold harmless the County and the ECSC from any Losses arising out of the exercise by the Bills of their rights pursuant to this Section 4.2; provided, however, that the foregoing indemnification shall not be construed so as to include any revenue or income which the County or the ECSC might have realized upon the sale or other conveyance of the naming rights to the Stadium Complex or any portion thereof.

(e) Following the selection, and, if necessary, approval by the County and the ECSC of a name for the Stadium Complex, the County shall use commercially reasonable efforts: (i) to cause all existing County road signs which reference the Stadium Complex to identify the Stadium Complex by such name within thirty (30) days of its receipt of written notification of the selection of such name, and (b) to cause all County brochures and literature published thereafter which reference the Stadium Complex to identify the Stadium Complex by such name. Notwithstanding the foregoing, (i) the County shall not have any obligation pursuant to the preceding sentence other than with respect to the initial name given to the Stadium Complex pursuant to this Section 4.2, and (ii) the preceding sentence shall not be construed so as to impose any obligation on the County with respect to any signage, brochures, literature or other media promulgated by any other Governmental Authority.

4.3 Advertising Rights. Subject to Applicable Law, including, but not limited to, County Local Law No. 2-1994, a copy of which is attached hereto as Exhibit J, the Bills shall have the exclusive right to control and contract with respect to the Advertising Rights; provided that (a) the duration of any contract with respect to the Advertising Rights shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof) and (b) given the County's substantial interest in the Stadium Complex and the public character thereof, the Bills shall not erect or permit to be erected any Signage which is intended to remain in place for any period longer than seven (7) days without the County's prior written approval as to the location, size and content thereof, which approval shall not be unreasonably withheld, conditioned or delayed. The County shall be deemed to have given its approval to any Signage requested by the Bills unless, within fifteen (15) business days following receipt of the Bills' written request for such approval, the County notifies the Bills of its disapproval. The Bills agree to indemnify, defend and hold harmless the County and the ECSC from any Losses arising out of the exercise by the Bills of their rights pursuant to this Section 4.3; provided, however, that the foregoing indemnification shall not be construed so as to include any revenue or income which the County or the ECSC might have realized upon the sale or other conveyance of the Advertising Rights.

4.4 Broadcast Rights. The Bills shall have the exclusive right to control, conduct, lease, license, grant concessions with respect to, sell, benefit, control and enter into agreements with respect to the Broadcast Rights; provided that the duration of any contract with respect to the Broadcast Rights shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof).

(a) The Bills shall have the exclusive right to sell all food and beverages within the Stadium Complex, which shall include the right to contract with any third party or parties to operate the food and beverage concessions at the Stadium Complex; provided that the duration of any contract with respect to the food and beverage concessions shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof).

(b) Any concessionaire with whom the Bills shall contract shall be entitled to bring a reasonably sufficient number of legally-qualified workers into the Stadium, free of charge, in order to operate its concession. Any concessionaire's workers shall at all times be neatly, modestly and cleanly dressed. The concessionaire's workers shall not unreasonably disturb or offend Stadium Patrons or disturb or interfere with any Stadium Events. The Bills shall comply with all Applicable Laws with regard to the grant of the concession rights described herein to any third party and with regard to the operation of the food and beverage concessions at the Stadium Complex. The Bills shall determine the items of food or beverage to be offered, the prices to be charged for such items and the concessionaires to provide such service. Subject to terms and conditions of Article 15, the Bills shall have the right to determine the location of concession stands for the sale of food and beverage concessions and staging areas for the storage and preparation of food and beverages prior to sale, within the Stadium Complex, in its reasonable discretion, subject to considerations for public health, safety and access. The rights granted to the Bills with regard to concessions pursuant to this Stadium Lease shall include the right to determine, in the Bills' reasonable discretion, how many concession areas will be open during any Stadium Events and what items of food and beverage shall be served. For the purposes of this Stadium Lease, the right to sell or offer for sale beverages and all other rights granted to the Bills with regard thereto shall specifically include the right to sell, offer for sale and control the sale of alcoholic beverages, subject to Applicable Law.

(c) Each food and beverage concession contract shall: (i) include a covenant in form of paragraph 1 of the Affirmative Action Plan evidencing the agreement of the concessionaire to refrain from discrimination with respect to its employees at the Stadium Complex; (ii) provide that concessionaire shall maintain the insurance coverages set forth in Exhibit K attached hereto; (iii) provide that the concessionaire shall indemnify, defend and hold harmless the County, the ECSC and their respective Affiliates from and against any and all liability arising out of such concessionaire's operations; (iv) provide that the concessionaire shall comply with Applicable Law; and (v) be subject to the County's review and approval of the non-financial covenants thereof, which approval shall not be unreasonably withheld, conditioned or delayed. One or more representatives of the Bills (who may be employees of any concessionaire) shall be made available to the County and the ECSC as part of the operation of concessions at Stadium Events in order to handle any problems which may arise with regard thereto.

(d) Throughout the Term, the Bills shall use commercially reasonably efforts to cause all food and beverage concessionaires at the Stadium Complex to fully perform and comply with the terms and conditions of the contract between the Bills and such concessionaire, and, upon such concessionaire's breach thereof, enforce through appropriate and lawful means, each such contract in accordance with the terms and conditions thereof.

4.6 Parking. The Bills shall have the exclusive right to operate, manage and control the Parking Areas, and shall determine the fees to be charged for parking at the Stadium Complex; provided, however, that the duration of any contract with respect to the management or operation of the Parking Areas shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof).

4.7 Merchandising. The Bills shall have the exclusive right to sell, lease or contract for the sale or lease of programs, yearbooks, novelties, pendants, hats, clothing, sports equipment, cameras, film, binoculars, headsets or any other items, goods or equipment which the Bills (in their sole discretion) may desire to offer for sale or lease at the Stadium and elsewhere within the Stadium Complex; provided that the duration of any contract with respect to the sale of merchandise at the Stadium Complex shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof). The Bills shall also have the exclusive right to set up carts, kiosks and other similar temporary structures for the sale of such items anywhere on the Stadium Complex at locations selected by the Bills in their reasonable discretion, taking into consideration public safety and access. Neither the County nor the ECSC shall have any rights of approval with regard to the items of merchandise offered for sale or lease at the Stadium or elsewhere within the Stadium Complex, the prices to be charged for such items of merchandise or the concessionaire or concessionaires to provide such merchandise; provided however, that the Bills shall not sell or offer to sell at the Stadium Complex products containing tobacco or any other products which are now or hereafter may be prohibited for sale at the Stadium Complex by Applicable Law.

4.8 Luxury Suites. The Bills shall have the exclusive right to license any or all of the Luxury Suites during the Term, and the Bills shall retain all License Fees and other revenues derived therefrom; provided, however, that the duration of any license with respect to any Luxury Suite shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any termination or cancellation thereof). Without the prior written consent of the County and ECSC, which consent shall not be unreasonably withheld, conditioned or delayed, the Bills shall not utilize any form of agreement to effect such licensing other than forms substantially similar to those attached hereto as Exhibit L. Licensees of Luxury Suites shall have the right to purchase tickets for admission to their Luxury Suite for Civic Events in accordance with Section 2.3(g).

4.9 Club Level Seats. The Bills shall have the exclusive right to license any or all of the Club Level Seats during the Term, and the Bills shall retain all License Fees and other revenues derived therefrom; provided, however, that the duration of any license with respect to any Club Level Seat shall expire no later than the end of the Term (whether due to the attainment of the Stadium Lease Expiration Date or any earlier termination or cancellation thereof). Without the prior written consent of the County and ECSC, which consent shall not be unreasonably withheld, conditioned or delayed, the Bills shall not utilize any form of agreement to effect such licensing other than forms substantially similar to those attached hereto as Exhibit L. Licensees of Club Level Seats shall have the right to purchase tickets to utilize their Club Level Seats for Civic Events in accordance with Section 2.3(g).

4.10 Scoreboards. The Bills shall have the exclusive right to use and control the Scoreboards at all Stadium Events during the Term, provided that the County and the ECSC shall have access to the Scoreboards in the event of an emergency. Upon request of the County or the ECSC, as the case may be, the Bills shall make the Scoreboards (and any personnel necessary to operate the Scoreboards) available for all Civic Events.

4.11 Jumbotron. The Bills shall have the exclusive right to use and control the Jumbotron, as well as the control room or rooms used for the operation of the Jumbotron, at all Stadium Events during the Term, provided that the County and the ECSC shall have access to the Jumbotron in the event of an emergency. Upon request of the County or the ECSC, as the case may be, the Bills shall make the Jumbotron (and any personnel necessary to operate the Jumbotron) available for all Civic Events.

5.1 The Bills' Use of the Stadium Complex. Subject to the terms and conditions of this Stadium Lease, during the Term, the Bills shall have the right to use the Stadium Complex for any lawful purpose which (a) is not generally recognized as being contrary to public morals, and (b) does not change the primary purpose of the Stadium Complex from a venue for professional football contests and musical concerts and festivals, consistent with the uses to which the Stadium has been put during the term of the Original Lease. The County and the ECSC acknowledge that the uses to which the Stadium has been put during the term of the Original Lease (i.e., professional football contests and musical concerts and festivals) have not been, and shall not hereafter be deemed to be generally recognized as being contrary to public morals.

5.2 Compliance with Law. Subject to respective obligations of the County and the Bills to perform Capital Improvements required by reason of Applicable Law as hereafter set forth in this Section 5.2, at all times during the Term, the Bills shall, at their sole cost and expense, comply with: (i) all Applicable Laws; (ii) all requirements of any board of fire underwriters or other similar body; and (iii) any direction or occupancy certificate issued by any Governmental Authority. Any Capital Improvement to or within 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 arises out of or relates to any Bills' Improvement, shall be promptly made by and at the cost and expense of the Bills, subject, however, to the terms and conditions of this Stadium Lease, including without limitation, Article 15 hereof. Pursuant to Section 7.1 of the Master Lease, any other Capital Improvement to or within 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), 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.

5.3 Covenant Prohibiting Professional Baseball. Notwithstanding the permitted uses set forth in Section 5.1, the Bills shall not keep or maintain a professional baseball franchise at the Stadium Complex without the prior written consent of the County and the ECSC.

5.4 Smoking Ban. Throughout the Term, smoking shall be prohibited in the Buildings, except in accordance with Applicable Law. At all times during the Term, the Bills shall use their best efforts to cause all Stadium Patrons to comply with County Local Law No. 5-1996, a copy of which is attached hereto as Exhibit M. The Bills shall be deemed to have utilized their best efforts to cause all Stadium Patrons to comply with such law if the Bills: (a) post placards throughout the Buildings regarding the prohibition against 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 and Bills Event regarding said prohibition; and (d) notify Stadium Patrons who are seen violating said law that they are doing so.

6.1 Playing of Games. The NFL covenants and agrees that at all times during the Term, at least fifty percent (50%) of the Team's Regular Season Games will be designated as "home" games. Subject only to the exceptions described in Section 6.2 below, the Bills covenant and agree that, during the Term (as the same may be terminated or cancelled prior to the Stadium Lease Expiration Date in accordance with the terms and conditions hereof), all Games shall be played at the Stadium, unless each of the County and ECSC shall have given prior written consent to the playing of specified Games at a different location or locations, which consent shall be within the sole and absolute discretion of each of the County and ECSC.

6.2 Exceptions. Notwithstanding the provisions of Section 6.1 above, the Bills shall have the right to play any Game at a facility other than the Stadium if, as a proximate result of an event of Force Majeure, the Stadium cannot practically, safely and economically be used by the Bills for any Game, provided that the Bills shall promptly furnish notice to each of the County and ECSC in the event of the occurrence of any such event, which notice shall identify the event, the resulting condition and number of days and Games expected to be played at such other facility.

(a) During the Term, the Bills shall: (i) keep and maintain the Team as a member in good standing of the NFL; (ii) keep and maintain the Franchise in good standing with the NFL; (iii) subject to the fulfillment by the County and the ECSC of their respective obligations to repair and maintain the Stadium Complex pursuant to the Stadium Agreements (and any applicable notice and cure periods provided for therein), keep and maintain the Stadium as the facility designated to and by the NFL as the home facility for the Team; and (iv) continuously operate the Team at the Stadium in accordance with NFL Rules and Regulations. Subject to the provisions of Section 6.2 above and the terms and conditions of this Section 6.3, during the Term, without the prior written consent of the County and the ECSC, which consent shall be within the sole and absolute discretion of each of the County and the ECSC, the Bills shall not: (i) apply to the NFL for approval to allow the Team to play any Games during the Term anywhere other than the Stadium; (ii) relocate, transfer or otherwise move the Team to a location other than the Stadium; (iii) sell, assign or otherwise transfer the Team to any Person who discloses to the Bills an intention to relocate, transfer or otherwise move the Team during the Term to a location other than the Stadium; or (iv) enter into any contract or agreement to sell, assign or otherwise transfer the Team to any Person who discloses to the Bills an intention to relocate, transfer or otherwise move the Team during the Term to a location other than the Stadium.

(b) Notwithstanding the foregoing, it is acknowledged that in the event of a violation of any of the affirmative covenants set forth in clauses (i) and (ii) of the first sentence of subparagraph (a) above which occurs at any time other than during a NFL Season, such violation shall not constitute a Sublessee Default unless and until: (i) the ECSC or the County shall have given the Bills written notice thereof; and (ii) such violation continues for a period of thirty (30) days thereafter, or if such violation cannot reasonably be cured within such thirty (30) day period, if the Bills fail to diligently commence to cure such violation within thirty (30) days after such written notice, and to diligently complete such cure thereafter.

(a) During the Term, the Bills may not sell, assign or otherwise transfer the Franchise or any of their interest in the Franchise to any Person other than a Permitted Assignee.

(b) At least ten (10) days prior to the consummation of any sale, assignment or other transfer of the Franchise or of any interest of the Bills in the Franchise by the Bills to a Permitted Assignee, the Bills shall deliver to each of the County and ECSC for written approval, such approval not to be unreasonably withheld, conditioned or delayed, a copy of the instrument by which such proposed Permitted Assignee agrees to be bound by the terms of the Stadium Agreements and, in particular, the Franchise Maintenance Covenants and to assume and perform all of the Bills' obligations and covenants contained herein.

(a) The Parties acknowledge that: (i) the Team, as property, is extraordinary and unique and that under the organization of professional football by and through the NFL, neither the County nor the ECSC may be able to replace the Team; and (ii) that the determination of damages caused by a breach of the Franchise Maintenance Covenants and suffered by the State, the County, the ECSC and the Western New York community would be difficult, if not impossible, to ascertain. Therefore, the Parties acknowledge and agree that there exists no adequate and complete remedy at law to enforce the Franchise Maintenance Covenants, and that equitable relief by way of a decree of specific performance or an injunction (such as a prohibitory injunction barring the Bills from relocating or playing the Games in a facility other than the Stadium or a mandatory injunction requiring the Bills to play the Games at the Stadium) is the only appropriate remedy for the enforcement of the Franchise Maintenance Covenants notwithstanding the provisions for liquidated damages provided elsewhere in this Section 6.5. In amplification and not in limitation of the foregoing, the County and the ECSC acknowledge and agree that, in the event the Bills breach or threaten to breach any of the Franchise Maintenance Covenants, the County and/or the ECSC, as the case may be, shall seek equitable relief before attempting to avail itself or themselves of the liquidated damages provisions set forth in this Section 6.5.

(b) The Bills acknowledge and agree that, if upon the breach of any of the Franchise Maintenance Covenants, equitable relief fashioned to require the Bills to play Games in the Stadium is not granted by a court of competent jurisdiction for any reason, the payment of liquidated damages is the next most appropriate remedy. Therefore, in the event of a breach by the Bills of any of the Franchise Maintenance Covenants and the failure of any such court to grant the equitable relief described in subparagraph (a) above, the Bills shall pay liquidated damages to the County and the ECSC, in the aggregate, as follows:

(i) In the event such breach occurs prior to the commencement of the seventh (7th) Lease Year, the amount of liquidated damages shall be the Unamortized Initial ECSC Investment as of the date of the breach of the relevant Franchise Maintenance Covenant.

(ii) In the event such breach occurs on or after the commencement of the seventh (7th) Lease Year, the amount of liquidated damages shall be one-hundred and fifty percent (150%) of the Termination Fee (less the Recoupment Amount) that would be otherwise due and payable as of the date of such breach if the Bills had validly exercised their option to terminate this Stadium Lease pursuant to Section 7.2, which liquidated damage amount shall be in lieu of the Termination Fee that would have been otherwise payable had the Bills validly exercised their option pursuant to Section 7.2.

(c) In determining the amount of liquidated damages provided for in sub-paragraph (b) above, it is acknowledged and agreed that the Parties have exercised great care to make a reasonable forecast of direct and consequential damages allowable by law that may arise from the breach of any of the Franchise Maintenance Covenants, taking into due consideration: (i) the loss of taxes attributable to Team operations; (ii) the extraordinary involvement, covenants and expense of the public in securing the Team's commitment to play the Games at the Stadium for the Term; (iii) the consequent reduction in value of the Stadium Complex arising from the absence of the Team; (iv) the substantial economic benefit conferred upon the Team through the Stadium Lease intended to assure that the Team will play all of its Games in the Stadium for the Term; (v) the detrimental effects of a breach on the Western New York community; and (vi) the loss of revenues to the Western New York community. Upon the breach of any of the Franchise Maintenance Covenants, and if injunctive relief or specific performance as provided in this Section 6.5 is not granted to either the County or the ECSC, liquidated damages shall be paid by the Bills in immediately available funds in a lump sum not later than ninety (90) days from the date of the breach of any such covenant.

(d) If, upon the breach of any of the Franchise Maintenance Covenants, equitable relief fashioned to require the Bills to play Games in the Stadium is not granted by a court of competent jurisdiction for any reason, the Bills, for themselves, their successors, Permitted Assignees and Affiliates, hereby waive any right, arising hereunder, at law, in equity or otherwise, to object to or otherwise challenge the validity, appropriateness or legitimacy of liquidated damages as the remedy for such breach.

6.6 All Remedies. If, upon a breach or threatened breach of any of the Franchise Maintenance Covenants by the Bills, the equitable remedies and liquidated damages provided for in Section 6.5 are unavailable for any reason, each of the County and the ECSC shall be entitled to pursue all other legal and equitable remedies against the Bills (including, but not limited to, those remedies which are available to the County and the ECSC by reason of a Sublessee Default), whether or not such remedies are specifically set forth in this Article 6; provided, however, that any damages or money judgment obtained in any such legal or equitable proceedings shall not exceed the amount of liquidated damages that the County and the ECSC would have been entitled to receive pursuant to Section 6.5(b) but for such unavailability. All such remedies are cumulative and may be exercised concurrently, successively, or in any order.

6.7 Termination of Covenants. The Franchise Maintenance Covenants shall terminate upon the expiration or earlier rightful termination or cancellation of the Term; provided, however, that no such termination or cancellation shall relieve the Bills of any obligation for liquidated damages arising or accruing pursuant to this Article 6 prior to the date of such termination or cancellation.

6.8 NFL Rules and Regulations. The NFL represents and warrants to each of the County and the ECSC that the excerpts of the NFL Rules and Regulations attached hereto as Exhibit C include all portions thereof relevant to the transactions contemplated by the Stadium Agreements, and are true, correct and complete as of the date hereof. The NFL hereby undertakes to deliver to each of the County and the ECSC, within ten (10) days after the NFL's receipt of a written request therefor, true, correct and complete copies of all subsequent amendments to those portions of the NFL Rules and Regulations that pertain to the transactions contemplated by the Stadium Agreements.

(a) If on or before December 1, 1998, Satisfaction is achieved with respect to the Marketing Campaign or the Bills deliver a written waiver of the necessity therefor, this Stadium Lease shall remain in full force and effect. If, however, Satisfaction is not achieved or otherwise waived in writing on or before December 1, 1998, this Stadium Lease shall automatically terminate, and, except for the terms and conditions hereof which specifically survive such termination, shall become void and of no further force and effect. The effectiveness of such automatic termination shall be conditioned upon the payment by the Bills of the sum set forth in Section 11.2.

(b) While not a condition to either the automatic continuation or termination of this Stadium Lease pursuant to subparagraph (a) above, on or prior to December 1, 1998, but not later than 12:00 noon on December 1, 1998, the Bills shall deliver to each of the ECSC and the County, notice in the form of Exhibit N attached hereto, evidencing either: (i) the achievement of Satisfaction with respect to the Marketing Campaign; (ii) the waiver by the Bills of necessity of achieving Satisfaction with respect to the Marketing Campaign; or (iii) the failure to achieve Satisfaction with respect to the Marketing Campaign.

(c) For the purposes of this Section 7.1, the notice provided for in subparagraph (a) above shall be deemed "delivered" if, on or before 12:00 noon on December 1, 1998, the Bills receive confirmation that notice was successfully transmitted via facsimile to both the ECSC or the County, or the Bills deliver such notices to Federal Express, UPS or other similar private courier for overnight shipment to the ECSC and the County.

7.2 Lease Buyout Option. The Bills shall have the right to terminate this Stadium

Lease effective at 11:59 p.m., Buffalo, New York time, on the last day of any of the sixth (6th) through fourteenth (14th) Lease Years (i.e., July 30th of any of the Lease Years ending in 2004 through 2012). Such right of cancellation shall be exercised by the Bills' delivery to the County and the ECSC of written notice no later than 12:00 noon on February 28th of the Lease Year at the end of which the Bills seek to end the Term. The effectiveness of such notice shall be conditioned upon the payment, on or before the Termination Date, by the Bills to the ECSC of the Termination Fee for such Lease Year less that portion of the Recoupment Amount as may have been agreed upon by the Bills and the ECSC on or before the Termination Date. If it is later determined (either by the agreement of the Bills and the ECSC or by a decision of the arbitrators pursuant to Article 23 of this Stadium Lease) that the Recoupment Amount is greater than the amount actually deducted from the Termination Fee as provided in the immediately preceding sentence, the ECSC shall promptly refund said difference to the Bills. If (a) as of the Termination Date, (i) Transfer of Ownership has occurred, or (ii) the Bills have entered into a contract or other agreement with any Person which contemplates Transfer of Ownership, or (b) prior to the Termination Date, the Bills have had discussions with any Person in contemplation of Transfer of Ownership, and within one (1) year of the Termination Date, (i) the Bills have entered into a contract or agreement with such Person which contemplates Transfer of Ownership or (ii) Transfer of Ownership to such Person has occurred, the Termination Fee shall be one-hundred and fifty percent (150%) of the amount that is otherwise due and payable pursuant to this Section 7.2. The Bills obligation to pay the Termination Fee shall survive the termination of this Stadium Lease.

7.3 Automatic Termination. In the event the Construction Coordinating Agreement is terminated or cancelled pursuant to the terms and conditions thereof, this Stadium Lease and the Term shall automatically terminate as of the end of the Lease Year in which such termination or cancellation occurs and no party shall have any further rights or obligations hereunder.

8.1 Effect of Players' Strike. If as a result of a Players' Strike occurring during the first six (6) Lease Years, any Home Game is not played at the Stadium, the Game Day Expense Portion of any Operating/Game Day Expense Reimbursement and any Working Capital Assistance previously paid by the ECSC to the Bills for the Lease Year in which such unplayed Home Game falls shall be promptly repaid to ECSC pro-rata as follows: (a) for the Game Day Expense Portion, the amount of such reimbursement for each unplayed Home Game shall be calculated 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, and (b) for the Working Capital Assistance, the amount of such reimbursement shall be calculated based upon a fraction, the numerator of which $3,000,000 and the denominator of which shall be the number of schedule Home Games for such Lease Year.

9.1 General Operation of the Stadium Complex. Subject to the terms and conditions of this Stadium Lease, including, but not limited to, Section 10.1 of this Stadium Lease, the Bills shall have the exclusive right, power, authority and obligation to direct all aspects of the operation, repair, maintenance, management and control of the Stadium Complex at all times during the Term acting on their own behalf and not as an agent of either the County or the ECSC. The Bills shall have such discretion in the operation, repair, maintenance, management and control of the Stadium Complex as may be needed to perform efficiently their responsibilities under this Stadium Lease. Without limiting the generality of the foregoing and without limiting the County's, the ECSC's and the Bills' rights and obligations set forth elsewhere in this Stadium Lease, during the Term, the Bills shall perform the following:

(a) Operate, repair and maintain the Stadium Complex or cause the Stadium Complex to be operated, repaired and maintained in good condition and repair and otherwise in accordance with Applicable Law and NFL Rules and Regulations, normal wear and tear and the Structural Repair obligations of the County pursuant to Section 10.1 of this Stadium Lease and Section 7.1 of the Master Lease excepted;

(b) Establish and implement an annual preventative maintenance program for the Stadium Complex reasonably satisfactory to the ECSC and the County which shall have as its principal objective minimization of Structural Repairs and Operating Expenses;

(c) Regulate the use of the Stadium Complex consistent with the provisions of Article 5 and, in furtherance thereof, submit to the County and the ECSC prior to the beginning of each fiscal year of the County an annual operating plan for such fiscal year indicating the type and nature of events that are then contemplated for the Stadium Complex during such fiscal year (based on information then available);

(d) Employ, engage, promote, discharge and otherwise supervise and control the work of all employees, and contract with all independent contractors, deemed necessary or advisable by the Bills to discharge their responsibilities with respect to the operation, repair, maintenance, management and control of the Stadium Complex under this Stadium Lease;

(f) Pay or cause to be paid all Assessments (subject, however, to the terms and conditions of Article 20);

(h) Contract for and manage all security personnel and systems for the Stadium Complex and otherwise control all aspects of access (including restricting access) to the Stadium Complex;

(i) Provide and enter into contracts for the furnishing to the Stadium Complex of (i) all utilities, including electricity, gas, sewage, water and telephone, (ii) cleaning and janitorial services and adequate dumpsters and trash removal, (iii) elevator and boiler maintenance service, air conditioning maintenance service and other equipment maintenance service, (iv) laundry service, and (v) any and all services deemed advisable by the Bills in conjunction with the operation, repair, maintenance, management and control of the Stadium Complex;

(j) Purchase all supplies and materials regularly used and consumed in the operation, repair, maintenance, management and control of the Stadium Complex;

(k) Obtain and maintain licenses and permits in the operation, repair, maintenance, management and control of the Stadium Complex in accordance with Applicable Law (provided, however, that the Bills shall not be required to obtain or maintain any licenses or permits that may be required in connection with the management or operation of any Civic Events which are not otherwise required in conjunction with the Bills' general management and operation of the Stadium Complex);

(l) Impose and enforce such rules and regulations governing use of the Stadium Complex as it may establish from time to time (acting reasonably and subject to prior consultation with the County and the ECSC with respect thereto) to assist in ensuring the use of the Stadium Complex by all Persons consistent with the terms of this Stadium Lease (with a copy of such rules and regulations and any amendments thereto to be furnished to the County and the ECSC promptly after the promulgation thereof); and

9.2 Other Stadium Complex Operations. Subject to the terms and conditions of this Stadium Lease, and in particular the limitations of Article 4 of this Stadium Lease, the Bills shall have the exclusive right, power, authority and obligation to direct all aspects of the operation, management and control of the income or revenue producing activity at the Stadium Complex at all times during the Term acting on their own behalf and not as an agent of either the County or the ECSC. The Bills shall have such discretion in the operation, management and control of such activities as may be needed to perform efficiently its responsibilities under this Stadium Lease. Without limiting the generality of the foregoing and without limiting the County's, the ECSC's and the Bills' rights and obligations set forth elsewhere in this Stadium Lease, during the Term, the Bills shall, at their sole cost and expense, perform the following:

(a) Operate, repair and maintain the Bills' Improvements and the Bills' equipment, personal property and trade fixtures situated in or on the Stadium Complex, or cause such property to be operated, repaired and maintained in good condition and repair and otherwise in accordance with Applicable Law and NFL Rules and Regulations, normal wear and tear excepted;

(b) Select all concessionaires and vendors (other than Unaffiliated Vendors) selling food, beverages, novelties, souvenirs, programs, merchandise and wares of any nature whatsoever in any part of the Stadium Complex;

(c) Operate or cause to be operated all restaurants and other dining facilities located in the Stadium Complex during all Stadium Events;

(d) Establish procedures, rules and policies regarding employee relations, and all aspects of advertising, publicity and promotion at the Stadium Complex; and

(e) Directly or through its Affiliates, sell, market and establish the price of all admission tickets for all Games and Bills Events.

9.3 Responsibility for Operating and Game Day Expenses. Subject to the reimbursement provisions provided for in Section 9.4 hereof, the Bills shall bear all Operating Expenses and Game Day Expenses.

(a) Provided no Material Sublessee Default has occurred and is continuing, during the Term, the ECSC shall reimburse the Bills for Operating Expenses and Game Day Expenses paid by the Bills in any given Lease Year up to the Operating/Game Day Reimbursement Cap for such Lease Year. Any portion of the Operating/Game Day Expense Reimbursement due Bills hereunder which is not paid by the ECSC when due shall bear interest at the Default Interest Rate from the date that said sum was due until actually paid by the ECSC.

(b) Not later than forty-five (45) days prior to each Operating/Game Day Expense Reimbursement Date, the Bills shall submit to the ECSC a Voucher for disbursement of Operating/Game Day Expense Reimbursement in the amount of the applicable percentage shown on Schedule 9.4 attached hereto. As a courtesy, contemporaneous with the delivery of such Voucher to the ECSC, the Bills shall provide the County with a copy thereof. Provided no Material Sublessee Default has occurred and is continuing, on each such Operating/Game Day Expense Reimbursement Date, the ECSC shall remit to the Bills funds equal to the applicable percentage of the 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 that the one-hundred and twentieth (120th) day thereafter, the Bills' chief financial officer shall deliver to the ECSC a summary (together with appropriate back-up documentation) establishing the actual amount of Operating Expenses and Game Day Expenses paid by the Bills during such Lease Year. As a courtesy, contemporaneous with the delivery of such summary and back-up documentation to the ECSC, the Bills shall provide the County with copies thereof. In the event such summary reveals that the actual amount of Operating Expenses and Game Day Expenses paid by the Bills during the preceding Lease Year is less than the total of all Operating/Game Day Expense Reimbursement payments made by 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 ECSC to the Bills 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 ECSC by the Bills (which repayment obligation shall survive the expiration or earlier cancellation or other cessation of the Term).

(d) In the event that the ECSC objects to any Operating Expense or Game Day Expense item as shown in such officer's report, the ECSC shall notify the Bills of such objection not less than sixty (60) days after the receipt of the summary provided for in Section 9.4(c). If, within thirty (30) days after the receipt of any such objection notice, the Bills and the ECSC are unable to agree upon the propriety of such Operating Expense or Game Day Expense item reimbursed to the Bills hereunder, the ECSC may instruct the Bills to engage an independent nationally recognized certified public accounting firm reasonably acceptable to the ECSC to determine the propriety of such Operating Expense or Game Day Expense item for reimbursement hereunder. The Bills shall direct such accountants (i) to deliver their report (which shall be addressed to the ECSC and the Bills) to such parties within a reasonable period (and in no event later than forty-five (45) days) after being notified to proceed with their review; and (ii) to advise the ECSC and the Bills in such report whether the disputed item was properly reimbursed hereunder. The report of such accountants will be binding upon the ECSC and the Bills. To the extent that such accountants determine that any Operating Expense or Game Day Expense item reimbursed to the Bills was ineligible for such reimbursement, the amount of such ineligible reimbursement shall be deducted from the next quarterly Operating/Game Day Expense Reimbursement Payment to be paid by the ECSC to the Bills hereunder. The costs and expenses of such accountants shall be borne by the ECSC, unless such accountants shall have determined that the Bills received reimbursement for any ineligible Operating Expense items or ineligible Game Day Expense items which in the aggregate exceed five thousand dollars ($5,000.00), in which case the costs and expenses of such accountants shall be borne by the Bills.

(e) If, as a proximate result of an event of Force Majeure, the Stadium cannot practically, safely and economically be used by the Bills for any Home Game, the Game Day Expense Portion of any Operating/Game Day Expense Reimbursement previously paid by the ECSC to the Bills for the Lease Year in which such unplayed Home Game falls shall be promptly repaid to the ECSC 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 ECSC'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 prorated for each unplayed Home Game based upon the formula set forth above and proportionately paid to the Bills on each of the remaining Operating/Game Day Expense Reimbursement Dates for such subsequent Lease Year.

(f) If in any Lease Year following the commencement of the third (3rd) Lease Year, the casualty insurance provided for in Section 18.6 is maintained, the amount of Operating/Game Expense Reimbursement for such Lease Year shall be reduced by the premium paid or to be paid for that portion of such casualty insurance equal to the maximum amount of the Termination Fee that could become due during such Lease Year if the Bills were to exercise their buyout option pursuant to Section 7.2. The amount of such premium allocable to the Termination Fee shall be determined by multiplying the total insurance premium by a fraction, the numerator of which shall be the maximum amount of the Termination Fee that could become due in the applicable Lease Year and the denominator of which shall be the total amount insured; provided, however, that in Lease Years three through six, the Termination Fee amount shall be based on the maximum amount of the Termination Fee that could become due by the Bills upon the exercise of their buyout option in the sixth (6th) Lease Year.

9.5 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 9.5. 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 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 sixty (60) days of each adjustment to the Operating/Game Day Expense Reimbursement Cap pursuant to this Section 9.5, the ECSC shall deliver to the Bills a written statement setting forth such adjustments.

9.6 County's Obligation to Provide Traffic Control and Police Enforcement. The County shall provide the following services in connection with all Stadium Events:

(a) Law enforcement personnel, consistent with past practices, on the County owned rights-of-way adjacent to the Stadium Complex;

(b) Law enforcement personnel, consistent with past practices, for the security command post located within the Stadium; and

(c) Pedestrian and vehicular traffic control, consistent with past practices, on the public rights-of-way adjacent to the Stadium Complex.

9.7 Access to the Books and Records. At all times during the Term, the County, the ECSC and their respective employees, agents and auditors shall have the right to inspect the Books and Records in the Bills' administrative offices at the Stadium Complex. All information contained in the Books and Records shall be treated in a confidential manner, provided, however, that the foregoing shall not be construed as to impose any limitation on the disclosure of any information contained therein if required by law or if made in conjunction with any arbitration or litigation involving the Stadium Agreements.

10.1 The County's Repair of Stadium Complex. Throughout the Term, the County shall, pursuant to Section 7.1 of the Master Lease, perform 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, that damage by Casualty for which the County has no obligation to repair, restore and/or replace pursuant to Section 12.1 and damage caused by or resulting from the negligence or wrongful act of the Bills, its employees, contractors, agents, licensees, guests or invitees. To the extent that any repairs, whether Structural Repairs or otherwise, are caused by or result from the negligence or wrongful act of the Bills, its employees, contractors, agents, licensees, guests or invitees, such repairs shall be performed by the County, at the sole cost and expense of the Bills, which expense shall not constitute an Operating Expense or a Game Day Expense, or otherwise be eligible for reimbursement as a Capital Improvement Expense. Notwithstanding the foregoing, any Structural Repairs resulting from or occasioned by an act of vandalism or negligence of any Stadium Patron other than those involving the foundation, roof or loadbearing walls of the Stadium Complex shall be performed by the County, at the sole cost and expense of the Bills. Any Structural Repairs resulting from or occasioned by an act of vandalism or negligence of any Stadium Patron involving the foundation, roof or loadbearing walls of the Stadium Complex shall be performed by the County at its sole cost and expense.

(a) If at the end of any Lease Year, there exists an Unspent Capital Improvement Allowance, such sum shall be available thereafter for the payment of Capital Improvement Expenses in accordance with this Section 10.2. Either the County or the Bills may, from time to time, with the approval of the other (such approval not to be unreasonably withheld, conditioned or delayed) direct that the Unspent Capital Improvement Allowance be used for the payment of Capital Improvement Expenses; provided, however, the Capital Improvements constructed therewith (i) do not materially change the overall function or design of the Stadium Complex or shorten the useful life thereof or materially change the aesthetics, sightlines, structure or systems thereof; (ii) do not violate any Applicable Law; and (iii) are made in compliance with the terms and conditions of this Stadium Lease, including, but not limited to, the terms and conditions of Article 15. Upon installation or acquisition, as the case may be, title to all Capital Improvements shall immediately vest in the County. Within sixty (60) days of the receipt by either the County or the Bills of a written request from the other for the construction of any proposed Capital Improvement (which request shall be accompanied, at a minimum, by conceptual drawings showing the proposed Capital Improvement), the recipient shall notify the recommending Party in writing of its approval or rejection of such proposed Capital Improvement.

(b) In the event a proposed Capital Improvement is rejected by the non-recommending Party, the non-recommending Party's notification shall be accompanied by a written explanation in reasonably sufficient detail outlining the non-recommending Party's rationale for its disapproval. Either Party may initiate arbitration in accordance with Article 23 of this Stadium Lease in order to resolve any issues associated with any proposed Capital Improvement.

(c) In the event a proposed Capital Improvement is approved by the non-recommending Party, except as hereinafter provided, the County shall then cause such Capital Improvement to be constructed. The ECSC and the Bills shall cooperate fully with the County in all reasonable respects in connection with such Capital Improvement project. The County shall advise and consult with the Bills concerning the selection of any architect, engineer, construction manager or general contractor that will work on any Capital Improvement project and shall submit to the Bills for its prior approval (such approval not to be unreasonably withheld, conditioned or delayed), all contracts with any such architect, engineer, construction manager or general contractor. If so requested by the County, each Contractor retained by the County for any Capital Improvement project shall, prior to the commencement of such contractor's work, furnish and maintain in full force and effect, from the date of the construction contract to which it is a party until the full performance of such contract, a performance bond and a labor and material payment bond in the full amount of such contract in form and substance and issued by a surety satisfactory to the County. The bonds shall be in favor of the County and shall conform in all respects to all requirements imposed by Applicable Law, and if Applicable Law authorizes any special form of labor and material payment bond that removes mechanic's and similar liens from the Land, such form shall be provided. All premiums for such bonds shall be paid out of the Unspent Capital Improvement Allowance.

(d) Except as hereinafter provided, the County shall pay all Capital Improvement Expenses incurred for each approved Capital Improvement Project, but only to the extent of the Unspent Capital Improvement Allowance.

(e) In the event either the County or the Bills propose that all or any portion of an Unspent Capital Improvement Allowance be used for any expenses in conjunction with the Project, upon approval thereof by the non-recommending Party in accordance with this Section 10.2, and the deposit by the County with the ECSC of an amount equal to the estimated Capital Improvement Expenses in connection therewith, the construction work related thereto shall be effected by the ECSC in accordance with the procedures outlined in the Construction Coordinating Agreement. In such case, upon the completion thereof, as evidenced by the delivery to the County by the ECSC of a certificate of substantial completion from the architect/engineer for the portion of the Project to which such Capital Improvement relates, the ECSC shall pay all Capital Improvement Expenses for such portion of the Project out of the funds delivered by the County to the ECSC therefor. The ECSC acknowledges that under Applicable Law, the County has the right upon reasonable request to audit the ECSC's books and records pertaining to the use of any portion of an Unspent Capital Improvement Allowance in conjunction with the Project.

(f) Notwithstanding the foregoing, the County shall be under no obligation to reimburse or incur any Capital Improvement Expenses if, at the time the request for reimbursement is made, any Lessee Default or Material Sublessee Default has occurred and is continuing.

(g) If, as a proximate result of an event of Force Majeure, the Stadium cannot practically, safely and economically be used by the Bills for any Game, the Unspent Capital Improvement Allowance, if any, shall be reduced pro rata based upon the number of Games that are unable to be played at the Stadium because of such event of Force Majeure.

(h) If at any time during the Term, the Bills exercise their right of cancellation pursuant to Section 7.2 of this Stadium Lease, the County shall not have any further obligations with respect to the approval, completion or funding of any pending Capital Improvement projects.

(i) Nothing herein shall be construed so as to require either the County or the Bills to expend all or any portion of the Unspent Capital Improvement Allowance at the end of the Lease Year to which such Unspent Capital Improvement Allowance relates. In amplification and not in limitation of the foregoing, to the extent any portion of an Unspent Capital Improvement Allowance is not expended at the end of the Lease Year to which it relates, the rights and obligations of the County and the Bills with respect thereto shall remain in full force and effect for the balance of the Term (i.e., the amount not expended shall be carried over to the next Lease Year).

10.3 Calculation of Capital Improvement Allowance. On each Anniversary Date, the Capital Improvement Allowance for the upcoming Lease Year shall be calculated in accordance with this Section 10.3. If the Price Index for the most recently available month is greater than the Price Index at the Commencement Date, then the Minimum Capital Improvement Allowance shall be multiplied by the percentage difference between the Price Index for such most recently available month and the Price Index at the Commencement Date, and the product will be added to the Minimum Capital Improvement Allowance, which sum shall thereafter be the Capital Improvement Allowance for the upcoming Lease Year. For example, if the Price Index is 117 on the Commencement Date and 125 at the end of the first Lease Year, the Capital Improvement Allowance for the second Lease Year would be $2,243,590. Within thirty (30) days of each Anniversary Date, the County shall deliver to the ECSC and the Bills a written statement setting forth any adjustments to the Capital Improvement Allowance pursuant to this Section 10.3.

10.4 Limitation on Liability. The ECSC will not be in default under this Stadium Lease, nor shall the County or the ECSC be liable to the Bills or any other Person for direct or consequential damage, or otherwise, for any failure on the part of the County or the ECSC to supply any services which the County or the ECSC has agreed to furnish during the Term, provided the County or the ECSC, as the case may be, uses reasonable diligence to supply such services. The County and the ECSC reserve the right temporarily to discontinue such services at such times as may be necessary by reason of an event of Force Majeure and neither the County nor the ECSC will be liable for damages to person or property or for injury to, or interruption of, business for any discontinuance permitted under this Section 10.4, nor will such discontinuance in any way be construed as an eviction of the Bills or cause an abatement of rent or operate to release the Bills from any of the Bills' obligations under this Stadium Lease.

11.1 Working Capital Assistance. On __________ ____, 1998, provided no Material Sublessee Default has occurred and is continuing, the ECSC shall pay to the Bills the amount of $3,000,000, which shall be used by the Bills for working capital purposes. Provided the Lease has not been terminated in accordance with Section 7.1 or as otherwise permitted hereunder, and no Material Sublessee Default has occurred and is continuing, on January 1, 1999, the ECSC shall pay to the Bills the amount of $15,000,000, which shall be used by the Bills for working capital purposes. Thereafter, beginning on the sixth (6th) Anniversary Date and continuing on each successive Anniversary Date, provided no Material Sublessee Default has occurred and is continuing, the ECSC shall pay to the Bills the amount of $3,000,000, which shall be used by the Bills for working capital purposes. Notwithstanding the foregoing, if as a result of an event of Force Majeure, the Stadium cannot practically, safely and economically be used by the Bills for any Home Game, any Working Capital Assistance previously paid by the ECSC to the Bills for the Lease Year in which such unplayed Home Game falls shall be promptly repaid to the ECSC pro-rata based upon a fraction, the numerator of which shall be $3,000,000 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 ECSC's obligation to pay Working Capital Assistance due for such subsequent Lease Year shall be suspended until such Force Majeure is eliminated. Upon such elimination, the amount of Working Capital Assistance for such subsequent Lease Year shall be reduced pro-rata for each unplayed Home Game based upon the formula set forth above and promptly paid to the Bills following the calculation of such reduction. Any sum due the Bills under this Section 11.1 which is not paid by the ECSC when due shall bear interest at the Default Interest Rate from the date that said sum was due until actually paid by the ECSC.

11.2 Repayment of Working Capital Assistance. In the event this Stadium Lease is cancelled pursuant to Section 7.1, the Bills will pay to the ECSC the greater of (a) the amount the Working Capital Assistance made by the ECSC to the Bills on the Commencement Date less the Marketing Allowance, or (b) $2,000,000. Such payment shall be made by the Bills in certified or immediately available funds no later than January 1, 1999, and shall be accompanied by appropriate back up documentation establishing the amount of Marketing Expenses paid or incurred by the Bills prior to such cancellation.

11.3 Repayment of Additional Rent. Provided the ECSC shall have waived or does not exercise its option to terminate the Construction Coordinating Agreement pursuant to Section 3.3(c) thereof, and no Material Sublessee Default has occurred and is continuing, the ECSC shall pay to Suite Corp., within thirty (30) days of the notification by the Bills pursuant to Section 7.1 of the achievement of Satisfaction with the results of the Marketing Campaign, or the waiver of the necessity therefor, the sum of Two Million Nine Hundred Thirty-One Thousand Dollars ($2,931,000).

(a) Subject to the terms and conditions of Section 12.1(d), if, at any time during the Term, the Stadium Complex or any part thereof (other than Bills' Improvements) shall be damaged or destroyed by a Casualty, except as hereinafter provided in Sections 12.1(b) and 12.1(c), the County shall commence and thereafter proceed as promptly as possible to repair, restore and replace the damage to the Stadium Complex as nearly as possible (subject to Section 30.15) to its condition immediately prior to such Casualty. If, as a proximate result of any Casualty, the Stadium cannot practically, safely and economically be used by the Bills for any Game, the Unspent Capital Improvement Allowance, if any, shall be reduced pro-rata based upon the number of Games that are unable to be played at the Stadium because of such Casualty.

(b) In the event of Major Casualty, neither the County nor the ECSC shall have any obligation to restore the Stadium Complex (i) if the Bills shall have exercised any option to terminate the Stadium Lease pursuant to Section 7.2 or (ii) from and after the commencement of the third (3rd) Lease Year, unless the Bills deliver to the County and the ECSC, within ninety (90) days of the delivery by the County to the Bills of a reconstruction and restoration plan, budget and schedule, documentation reasonably satisfactory to the County evidencing the waiver by the Bills of their right to terminate this Stadium Lease pursuant to Section 7.2 for a period of three (3) years following the substantial completion of any such restoration. If, in such event, the Bills fail to deliver such documentation, the terms and conditions of this Stadium Lease, including, without limitation, Section 7.2 hereof, shall remain in full force and effect; provided, however, that in the event the Bills exercise their buyout option in accordance with Section 7.2, and the casualty insurance provided for in Section 18.6 was in effect at the time of such Major Casualty, the Termination Fee due in connection with such buyout option shall be paid by the County to the ECSC on behalf of the Bills out of the proceeds of such insurance.

(c) Neither the County nor the ECSC shall have any obligation to restore the Stadium Complex pursuant to this Section 12.1 following an event of Casualty (i) if such event of Casualty occurs during the first Lease Year and the Bills have not delivered a notice in accordance with Section 7.1 evidencing either (1) the achievement of Satisfaction with respect to the Marketing Campaign, or (2) the waiver of the necessity therefor, or (ii) if such event of Casualty is caused by or results from the negligence or deliberate act of the Bills, their employees, contractors, agents, licensees, guests or invitees.

(d) If prior to the completion of the Project, all or any part of the Project or the portions of the Stadium Complex to which the Project is affixed, annexed or otherwise connected shall be damaged or destroyed by a Casualty, then the ECSC, pursuant to Article 5 of the Construction Coordinating Agreement, shall commence and thereafter proceed as promptly as possible to repair, restore and replace the damage as nearly as possible (subject to Section 30.15) to its condition immediately prior to such Casualty.

12.2 The Bills' Obligation to Restore. If in the event of Casualty, the County is obligated to restore the Stadium Complex pursuant to Section 12.1 and, in fact, commences such restoration, the Bills shall commence and thereafter proceed as promptly as possible to repair, restore and replace the damage to the Bills Improvements as nearly as possible (subject to Section 30.15) to their condition immediately prior to such Casualty.

12.3 New York Real Property Law Section 227. The ECSC and the Bills hereby waive, in the event of a Casualty, all rights under New York Real Property Law Section 227.

13.1 Condemnation of Stadium Complex. If, at any time during the Term, a Taking occurs which results in the appropriation of title to the whole or substantially all of the Stadium Complex, this Stadium Lease shall automatically terminate as of the date of such Taking. For purposes of this Article 13, "substantially all of the Stadium Complex" shall be deemed to have been taken if, as a direct and proximate result of the Taking: (a) the untaken portion cannot practically, safely, and economically be used by the Bills for the Games; (b) Stadium Patron access to the Stadium is prevented; (c) either the general spectator seating capacity in the Stadium or the number of Club Level Seats or the seating capacity within the Luxury Suites is/are diminished to less than seventy-five percent (75%) of that existing immediately prior to the Taking and either the County determines that it is not commercially reasonable to restore the same or the County fails to provide reasonable assurances to the Bills within ninety (90) days following the Taking that the County will restore the same to the satisfaction of the Bills within two hundred and forty (240) days following the Taking; (d) the capacity of the Parking Lots are reduced to less than ninety percent (90%) of that existing immediately prior to the Taking and the County is unable to provide replacement parking on premises adjacent to the Stadium Complex; or (e) the Stadium Complex no longer meets the applicable NFL guidelines for NFL Stadia. The Bills shall have the right to assert a separate claim against the condemning authority for: (a) any loss or damage with respect to the Bills Improvements; (b) the unrealized net profit of the Team for the balance of the Term resulting from such Taking; and (c) the value of the unexpired Term. If the Bills do not elect to file a separate claim against the condemning authority, the Bills shall receive, out of the award or awards paid to the County and the ECSC on account of such Taking (including all compensation for the Stadium Complex and improvements or portions thereof taken, and damages, if any, to the parts of the Stadium Complex and the Bills' Improvements not so taken), compensation for any loss or damage with respect to the Bills' Improvements. To the extent such award or awards includes any compensation for the unrealized net profit of the Team for the balance of the Term or the value of the unexpired Term, such compensation shall be paid to the Bills. The balance of any such award or awards shall be divided between the County and the ECSC on an equitable basis, based upon the loss and damage suffered by each Party by reason of such Taking.

13.2 Condemnation Proceeds. If, at any time during the Term, a Taking occurs which affects less than substantially all of the Stadium Complex, the Term shall not be reduced, extended or affected in any way, and the following provisions shall apply:

(a) The County shall commence and thereafter proceed as promptly as possible (subject to Section 30.15) to repair, restore and replace the remaining part of the Stadium Complex (other than the Bills' Improvements) as nearly as possible to its former condition. Upon any such Taking, all amounts or awards received by the County on account of such Taking [including all compensation for the Stadium Complex or portions thereof taken (other than the Bills Improvements), and damages, if any, to the parts of the Stadium Complex (other than the Bills Improvements) not taken] shall be used to pay for the cost of such repair, restoration and replacement.

(b) The Bills shall have the right to assert a separate claim against the condemning authority for: (i) any loss or damage with respect to the Bills Improvements; (ii) the unrealized net profit of the Team for the balance of the Term resulting from such partial Taking; and (iii) the value of the unexpired Term with respect to the portion of the Stadium Complex so taken. Provided that the County fulfills its obligations set forth under the first sentence of Section 13.2(a), the Bills shall commence and thereafter proceed as promptly as possible (subject to Section 30.15) to repair, restore and replace the remaining portion of the Bills Improvements as nearly as possible to their former condition. All amounts or awards received by the Bills on account of the loss of or damage to the Bills' Improvements which are attributable to such Taking shall be used to pay for the costs of such repair, restoration and replacement.

(c) Notwithstanding the foregoing, neither the County nor the ECSC shall have any obligation to restore the Stadium Complex (i) if the Bills shall have exercised any option to terminate the Stadium Lease pursuant to Section 7.2, or (ii) from and after the commencement of the third (3rd) Lease Year, unless the Bills deliver to the County and the ECSC, within thirty (30) days of the date on which title to the taken property vests in the condemning authority, documentation reasonably satisfactory to the County evidencing the waiver by the Bills of their right to terminate this Stadium Lease pursuant to Section 7.2 for a period of three (3) years following the substantial completion of such restoration.

13.3 Condemnation Proceedings. The County, the ECSC and the Bills shall have the right, at their own expense, to appear in any condemnation proceeding and to participate in any and all hearings, trials and appeals therein.

13.4 Notice of Condemnation. The County, the ECSC and the Bills hereby agree that in the event the County, the ECSC or the Bills shall receive notice of any proposed or pending Taking, the party receiving such notice shall promptly notify the other parties named in this Section 13.4.

13.5 Taking of a Limited Duration. If, at any time during the Term, a Taking occurs which results in the temporary appropriation of the whole or substantially all of the Stadium Complex, whether for a fixed or indeterminate period, the covenants of the Parties to perform their respective obligations under the Stadium Agreements (including, but not limited to, the payment of rent, Working Capital Assistance and Operating/Game Day Expense Reimbursement) shall abate and suspend during such period of time and any award pursuant to such Taking or any price paid pursuant to a purchase and sale under threat of Taking shall be divided equally among the Parties; provided, however, that if the State (or any Affiliate thereof) or the County (or any Affiliate thereof) is the condemning authority, neither the ECSC, if the State (or any Affiliate thereof) is the condemning authority, or the County, if the County (or any Affiliate thereof) is the condemning authority, shall be excused from the performance of its obligations hereunder or entitled to any share of the award or other consideration paid on account of such temporary Taking. If any such temporary Taking lasts for more than one (1) year, the Bills shall have the right to terminate this Stadium Lease upon not less than sixty (60) days' notice to the County and the ECSC.

14.1 Covenant of Quiet Enjoyment. The ECSC covenants and warrants that the Bills, on performing and observing all of its covenants and agreements contained in this Stadium 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 this Stadium Lease.

15.1 General. The Bills shall have the right, at their own expense without the County's or the ECSC's consent, to make such non-structural alterations, changes and improvements to the Stadium Complex and install such trade fixtures as the Bills may deem necessary; provided, however, that any such alterations, changes, improvements and fixtures (a) do not materially change the overall function or design of the Stadium Complex or shorten the useful life thereof or materially change the aesthetics, sightlines, structure or systems thereof, and (b) do not violate Applicable Law. The Bills shall not make any structural alterations, changes or improvements to the Stadium Complex without the County's and the ECSC's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. All alterations, changes, improvements and fixtures installed by the Bills at the Stadium Complex shall remain the property of the Bills throughout the Term and the Bills shall have the right to the depreciation on such alterations, changes, improvements and fixtures.

16.1 Assignment and Subletting Prohibited. Without the prior written consent of the County and the ECSC, except as herein provided in Section 26.1, the Bills will not assign or otherwise convey this Stadium Lease nor, except as hereinafter provided in Section 16.3, sublease the whole or any part of the Stadium Complex to any Person other than a Permitted Assignee. No permitted assignment or subletting of the Stadium Complex or any part thereof will be deemed: (a) a waiver of the provisions of this Section 16.1; (b) the acceptance of such assignee or subtenant as a substitute or replacement for the Bills; or (c) a release of the Bills from the further performance by the Bills of the covenants on the part of the Bills contained in this Stadium Lease. The consent by the County or the ECSC to an assignment or sublease will not be construed to relieve the Bills from obtaining either such Party's prior written consent to any further assignment or subletting. No permitted subtenant may assign or encumber its sublease or further sublease all or any portion of its subleased space, or otherwise permit the subleased space or any part of its subleased space to be used or occupied by others, without the County's and the ECSC's prior written consent in each instance.

16.2 Submission of Information. If the Bills request the County's or the ECSC's consent to a specific assignment or subletting, the Bills will submit in writing to the County and the ECSC: (a) the name and address of the proposed assignee or subtenant; (b) the business terms of the proposed assignment or sublease; (c) reasonably satisfactory information as to the nature and character of the business of the proposed assignee or subtenant, and as to the nature of its proposed use of the space; (d) banking, financial or other credit information reasonably sufficient to enable the County and the ECSC to determine the financial responsibility and character of the proposed assignee or subtenant; and (e) the proposed form of assignment or sublease.

16.3 Permitted Subletting. Provided no Material Sublessee Default shall have occurred and be continuing, the Bills shall have the right, without the consent of either the County or the ECSC, to sublease all or any portion of the Stadium Complex: (a) to an Affiliate of the Bills for any purpose permitted by Section 5.1; (b) to any other Person for the purpose of staging a single entertainment event (such as a concert) or (c) to any other Person for the purpose of keeping or maintaining a professional sports franchise (other than an NFL football team or a professional baseball franchise) at the Stadium.

17.1 Indemnification of the County and Affiliates by the Bills. Except to the extent that any injury or damage to persons or property on the Stadium Complex is caused by or results from the negligence or deliberate act of the County, any Affiliate of the County or their respective employees, contractors, agents, guests or invitees, the Bills will neither hold nor attempt to hold the County, any Affiliate of the County or their respective employees or agents liable for, and the Bills will indemnify, defend and hold harmless the County, all Affiliates of the County and their respective employees and agents from and against, any and all Losses incurred in connection with or arising from: (i) the use or occupancy or manner of use or occupancy of the Stadium Complex by the Bills or their employees, agents, contractors or invitees or any Person claiming under the Bills or their employees, agents, contractors or invitees; (ii) any activity, inactivity, work or thing done or permitted by the Bills or their employees, agents, contractors or invitees in or about the Stadium Complex; (iii) any breach by the Bills or their employees, agents, contractors or invitees of this Stadium Lease; and (iv) any injury or damage to the person, property or business of the Bills, their employees, agents, contractors or invitees entering upon the Stadium Complex under the express or implied invitation of the Bills. If any action or proceeding is brought against the County, any Affiliate of the County, or their respective employees or agents by reason of any such claim for which the Bills has indemnified any party hereunder, the Bills, upon written notice from such indemnified party will defend the same at the Bills' expense, with counsel reasonably satisfactory to such indemnified party.

17.2 Indemnification of the ECSC and Affiliates by the Bills. Except to the extent that any injury or damage to persons or property on the Stadium Complex is caused by or results from the negligence or deliberate act of the ECSC, any Affiliate of the ECSC or their respective employees, contractors, agents, guests or invitees, the Bills will neither hold nor attempt to hold the ECSC, any Affiliates of the ECSC or their respective employees or agents liable for, and the Bills will indemnify, defend and hold harmless the ECSC, all Affiliates of the ECSC or their respective employees and agents from and against, any and all Losses incurred in connection with or arising from: (i) the use or occupancy or manner of use or occupancy of the Stadium Complex by the Bills or any Person claiming under the Bills or their employees, agents, contractors or invitees; (ii) any activity, inactivity, work or thing done or permitted by the Bills or their employees, agents, contractors or invitees in or about the Stadium Complex; (iii) any breach by the Bills or their employees, agents, contractors or invitees of this Stadium Lease; and (iv) any injury or damage to the person, property or business of the Bills, their employees, agents, contractors or invitees entering upon the Stadium Complex under the express or implied invitation of the Bills. If any action or proceeding is brought against the ECSC, any Affiliate of the ECSC or their respective employees or agents by reason of any such claim for which the Bills has indemnified any party hereunder, the Bills, upon written notice from such indemnified party will defend the same at the Bills' expense, with counsel reasonably satisfactory to such indemnified party.

17.3 Indemnification of the Bills and Affiliates by the County. Except to the extent that any injury or damage to persons or property on the Stadium Complex is caused by or results from the negligence or deliberate act of the Bills, any Affiliate of the Bills or their respective employees, contractors, agents, sublessees, sublicensees, guests or invitees, and subject to the provisions of Section 18.2(c), the County will neither hold nor attempt to hold the Bills, any Affiliates of the Bills or their respective employees or agents liable for, and the County will indemnify, defend and hold harmless the Bills, all Affiliates of the Bills or their respective employees and agents from and against, any and all Losses incurred in connection with or arising from any Civic Event sponsored by the County pursuant to Section 2.3 of this Stadium Lease. If any action or proceeding is brought against the Bills, any Affiliate of the Bills or their respective employees or agents by reason of any such claim for which the County has indemnified any party hereunder, the County, upon written notice from such indemnified party will defend the same at the County's expense, with counsel reasonably satisfactory to such indemnified party.

17.4 Indemnification of the ECSC and Affiliates by the County. Except to the extent that any injury or damage to persons or property on the Stadium Complex is caused by or results from the negligence or deliberate act of the ECSC, any Affiliate of the ECSC or their respective employees, contractors, agents, guests or invitees, the County will neither hold nor attempt to hold the ECSC, any Affiliates of the ECSC or their respective employees or agents liable for, and the County will indemnify, defend and hold harmless the ECSC, all Affiliates of the ECSC or their respective employees and agents from and against, any and all Losses incurred in connection with or arising from any Civic Event sponsored by the County pursuant to Section 2.3 of this Stadium Lease. If any action or proceeding is brought against the ECSC, any Affiliate of the ECSC or their respective employees or agents by reason of any such claim for which the County has indemnified any party hereunder, the County, upon written notice from such indemnified party will defend the same at the County's expense, with counsel reasonably satisfactory to such indemnified party.

17.5 Indemnification of the Bills and Affiliates by the ECSC. Except to the extent that any injury or damage to persons or property on the Stadium Complex is caused by or results from the negligence or deliberate act of the Bills, any Affiliate of the Bills or their respective employees, contractors, agents, sublessees, sublicensees, guests or invitees, and subject to the provisions of Section 18.2(c), the ECSC will neither hold nor attempt to hold the Bills, any Affiliates of the Bills or their respective employees or agents liable for, and the ECSC will indemnify, defend and hold harmless the Bills, all Affiliates of the Bills or their respective employees and agents from and against, any and all Losses incurred in connection with or arising from any Civic Event sponsored by the ECSC pursuant to Section 2.3 of this Stadium Lease. If any action or proceeding is brought against the Bills, any Affiliate of the Bills or their respective employees or agents by reason of any such claim for which the ECSC has indemnified any party hereunder, the ECSC, upon written notice from such indemnified party will defend the same at the ECSC's expense, with counsel reasonably satisfactory to such indemnified party.

17.6 Indemnification of the County and Affiliates by the ECSC. Except to the extent that any injury or damage to persons or property on the Stadium Complex is caused by or results from the negligence or deliberate act of the County, any Affiliate of the County or their respective employees, contractors, agents, guests or invitees, the ECSC will neither hold nor attempt to hold the County, any Affiliates of the County or their respective employees or agents liable for, and the ECSC will indemnify, defend and hold harmless the County, all Affiliates of the County or their respective employees and agents from and against, any and all Losses incurred in connection with or arising from any Civic Event sponsored by the ECSC pursuant to Section 2.3 of this Stadium Lease. If any action or proceeding is brought against the County, any Affiliate of the County or their respective employees or agents by reason of any such claim for which the ECSC has indemnified any party hereunder, the ECSC, upon written notice from such indemnified party will defend the same at the ECSC's expense, with counsel reasonably satisfactory to such indemnified party.

17.7 Survival. The provisions of this Article 17 will survive the expiration, termination or cancellation of this Stadium Lease.

18.1 Bills' Insurance. During the Term, the Bills, at their sole cost and expense, shall keep and maintain in full force and effect a policy or policies containing the following types of coverages, deductibles, limits and other terms:

(a) Property insurance covering loss or damage to the Bills' Improvements and to all of the Bills' furniture and fixtures, machinery, equipment and any other personal property owned and used in the Bills' business and found in, on or about the Stadium Complex, for the full replacement cost value (or at least 90% thereof), with any coinsurance provision waived by an agreed amount clause, on an "all risks" basis (coverage for flood and earthquake is optional). Such "all risks" coverage may be subject to a reasonable deductible, but that deductible shall not exceed $25,000 without the prior approval of the County and ECSC.

(b) Commercial general liability insurance (on an "occurrence" basis) for third-party liability arising in connection with the Stadium Complex with coverage and limits of not less than the following (and subject to a deductible of not more than $100,000 without prior approval of the County and ECSC):

Exclusions for the following coverages are not permissible: Products/Completed Operations and Contractual Liability.

Owned, Hired and Non-Owned Autos (Symbol "1" on Business Auto policies) Combined Single Limit for Bodily Injury and Property Damage -

(d) Workers' compensation and employers' liability insurance providing statutory coverage complying with the New York Workers' Compensation Law.

(e) Excess "umbrella" liability insurance (on an "occurrence" basis) with coverage and limits of not less than the following:

(Coverage to be excess of required coverages under Sections 18.1(b), (c) and (d) and the Certificate of Insurance required per Section 18.2(h) must clearly so reflect)

(f) Business interruption insurance in an amount sufficient to provide for the payment of Working Capital Assistance and the Game Day Expense Portion of Operating Expense and Game Day Expense Reimbursement in the event of an abatement or reduction of either such payment in accordance with either Section 11.1 or 9.4(e).

(a) Each Bills' Insurance Policy shall be with companies that are nationally recognized and, if underwriting primary coverage, that have a policyholder's rating of at least "A" and a "FSC" rating of at least "XII" as listed at the time of issuance by A. M. Best Insurance Reports, or such other ratings as the County and the Bills may mutually agree, and are qualified to issue such insurance in New York State.

(b) Each Bills' Insurance Policy shall be endorsed to provide that it may not be canceled, terminated, reduced or materially changed unless at least sixty (60) days' advance notice thereof has been provided to the County and the ECSC, except in the case of cancellation or termination due to a lapse for non-payment, in which case only ten (10) days' advance notice shall be required.

(c) Each Bills' Insurance Policy shall include waivers of any recourse against the County and the ECSC for payment of any premiums or assessments under such policy.

The County and ECSC shall not be liable to the Bills for any loss or damage to real or personal property occurring at or on the Stadium Complex, whether or not caused by the negligence or other fault of the County and ECSC or of their respective agents, employees, licensees or assignees and, further, this provision shall apply notwithstanding any other provision herein. This release shall apply only to the extent that such loss or damage is covered by insurance, and the Bills shall use commercially reasonable efforts to secure from their respective property insurers permission to waive such rights of recovery. If such waiver shall in any way serve to void the insurance coverage otherwise available, then this provision shall be deemed inapplicable.

(d) Each Bills' Insurance Policy covering third-party liability shall contain a "cross-liability" endorsement or a "severability of interests" endorsement providing that coverage, to the maximum amount of the policy, shall be available despite any suit between the insured and any additional insured under such policy.

(e) The County, ECSC and ESDC must be named as additional insureds, on a direct primary basis, under all the policies listed in Sections 18.1(b) and (e) above.

The insurance required hereunder shall be primary insurance and the insurer shall be liable for the full amount of any loss up to the total limit of liability required without the right of contribution of any other insurance coverage held by any other entity named as an additional insured.

(f) Each Bills' Insurance Policy containing liability coverage shall contain an endorsement specifying the Stadium Agreements as "insured contracts."

(g) It is expressly understood and agreed by the Bills that the insurance requirements specified above contemplate the use of occurrence liability forms. If claims-made coverage is evidenced to satisfy any of these requirements, the Bills shall be subject to additional requirements as may be reasonably imposed by the County or ECSC to avoid any potential lapse in protection which is inherent in the use of claims-made coverage.

(h) The Bills shall deliver, or cause to be delivered, to the County and the ECSC certificates of insurance and any other documentation reasonably required by the County and the ECSC evidencing the existence of the Bills Insurance Policies and the various required amendments specified in Sections 18.2(b), (c), (d), (e) and (f), such delivery to be made at least three (3) business days prior to the Commencement Date. Within twenty-one (21) days after the issuance of any additional policies or amendments or supplements to any of the Bills Insurance Policies that materially impacts the protection afforded to the County or ECSC, the Bills shall deliver to the County and the ECSC revised certificates of insurance reflecting any such addition, amendment or supplement. With respect to any Bills' Insurance Policy that expires by its terms prior to the expiration of the Term, the Bills shall deliver to the County and the ECSC certificates of insurance and any other documentation reasonably required by the County and the ECSC evidencing the existence of the renewal or replacement of such Bills' Insurance Policy, such delivery to be made at least three (3) business days prior to the expiration of such Bills' Insurance Policy; provided that the Bills may instead deliver a facsimile of the binder of insurance, such facsimile delivery to be made on or prior to the expiration of such insurance policy, and within ten (10) days after the expiration of such insurance policy, the actual certificate of insurance and any other required documentation shall be furnished to the County and the ECSC.

18.3 Reevaluation of Policy Terms and Limits. The County, the ECSC and the Bills shall meet from time to time (but no less frequently than once every three years) to review the adequacy of the dollar limits and other terms set forth of the Bills Insurance Policies, and the dollar limits and other terms shall be increased as mutually agreed upon by the parties to take into account changes, if any, in circumstances and other relevant factors (including, without limitation, inflation, claims history, changes in law and insurance markets) since the policies' dollar limits were initially established or last adjusted, as applicable.

18.4 Adequacy of Coverage. The Bills acknowledge that neither the County, the ECSC nor their respective agents or employees have made any representations that the insurance to be carried by the Bills pursuant to this Article 18 is adequate to protect the Bills or their properties. If the Bills believe that any such insurance coverage is inadequate, the Bills may obtain such additional insurance coverage as the Bills deem adequate, at their sole cost and expense.

18.5 Additional Policies. If, during the Term, the Bills purchase or otherwise procure any commercial general liability, employer's liability, automobile liability or umbrella liability insurance coverage in excess of the coverage mandated by Section 18.1, such additional coverage shall be subject to the terms, conditions and limitations of subparagraphs (a) through (h) of Section 18.2

18.6 Casualty Insurance. Provided that the premiums therefor do not exceed the Casualty Insurance Premium Cap, during the Term, the County shall keep and maintain a policy of comprehensive casualty and property insurance against any and all losses or damages to the Buildings (other than the portions thereof constituting Bills' Improvements) in an amount not less than eighty percent (80%) of the full replacement value thereof on an "all risks" basis, subject to such deductibles as the County in its sole discretion may elect or determine. Except as provided in Section 12.1(b), in no event shall the proceeds of any such insurance be for the benefit of, be available to or be paid to ECSC or the Bills.

19.1 End of Term. Upon the expiration or termination of the Term, the Bills shall peaceably deliver up and surrender the Stadium Complex to the ECSC in good condition, order and repair, Casualty, normal wear and tear and any Structural Repairs for which the County is responsible pursuant to Section 10.1 of this Stadium Lease or Section 7.1 of the Master Lease excepted. At the end of the Term, at the request of the County, the Bills shall deliver to the County any plans, drawings, specifications, computer programs, manuals, written materials, maintenance logs and other items of equipment and personal property used by the Bills in conjunction with the operation, repair, maintenance, management and control of the Stadium Complex which are not reasonably capable of being used or adopted for another purpose (e.g., specialized tools for the Jumbotron). To the extent that any of the foregoing items were not part of the Project and the Bills were not otherwise reimbursed for the cost thereof by way of Operating/Game Day Expense Reimbursement, the County shall reimburse the Bills for the fair market value of any such requested items.

19.2 Alterations and Improvements. Upon the expiration or termination of the Term, all alterations, installations, changes, replacements, additions or improvements that (a) have been made by the Bills to the Stadium Complex and (b) cannot be removed without material damage (other than damage to be repaired by the Bills as contemplated by Section 19.3) to the remainder of the Stadium Complex, shall be deemed a part of the Stadium Complex and the same shall not be removed.

19.3 Personal Property and Trade Fixtures. Upon the expiration or termination of the Term, the Bills shall remove all personal property and trade fixtures installed by the Bills at the Stadium Complex, and shall repair any damage caused to the Stadium Complex due to the removal of such property. If the Bills fail to remove such property within ten (10) days of the expiration or termination of the Term, such property shall be deemed abandoned. In such event, the County may, at its option, (a) cause any such abandoned property to be removed at the expense of the Bills, (b) sell all or any part of such property at public or private sale, without notice to the Bills, and/or (c) declare that title to such property shall be deemed to have passed to the County.

19.4 Termination Documentation. Upon the expiration or termination of the Term and performance of all obligations required of the ECSC hereunder, the Bills shall immediately upon the request and at expense of the ECSC or the County, deliver a release of any instruments of record evidencing this Stadium Lease, and a quitclaim deed conveying to the County all of the Bills' right, title and interest in and to the Stadium Complex.

20.1 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, pursuant to Article 15 of the Master Lease, shall be paid by the County.

20.2 Bills' Obligation to Pay Assessments. The Bills covenant and agree to pay as Operating Expenses, all Assessments on or before the date on which such Assessments would be deemed delinquent.

20.3 Contest by the Bills. The Bills shall have the right to contest any Assessment in good faith, at its own cost and expense, provided, however, that notwithstanding such contest, the Bills shall not take any action which would adversely affect, threaten or jeopardize the interest of the County or the ECSC in the Stadium Complex or any part thereof. In the event of any such contest by the Bills, the ECSC agrees to reasonably cooperate with the Bills.

20.4 Adjustments for Partial Lease Years. For the first and last Lease Years of the Term, the portion of all Assessments to be paid by the Bills shall be pro rated, depending on the proportion which each such Lease Year shall bear to the tax year in which it falls.

(a) If, during the first six (6) Lease Years, the County or any municipality located within Erie County, New York imposes or assesses any new or additional sales tax, user charge, ticket charge or service fee on the Bills or the revenue derived by the Bills from the sale of admission tickets at the Stadium Complex, the Operating/Game Day Expense Reimbursement Cap shall be increased by the amount paid by the Bills on account of any such tax, charge or fee.

(b) If, during the first six (6) Lease Years, the State imposes or assesses any new or additional sales tax or admission or ticket tax on the Bills or the revenue derived by the Bills from the sale of admission tickets at the Stadium Complex, the Termination Fee otherwise payable by the Bills hereunder shall be reduced by the aggregate amount paid by the Bills on account of any such tax.

21.1 Bills' Environmental Indemnification. The Bills covenant and agree that they will not use, generate, store, release or dispose of any Hazardous Substances at the Stadium Complex except in compliance with all Applicable Laws. The Bills will defend, indemnify and hold harmless the County, the ECSC, their Affiliates and their respective employees and agents from and against any and all Losses, arising out of (i): (a) the presence of, the Release or threatened Release into the Environment of, or exposure to, any Hazardous Substance on, at or under the Stadium Complex; (b) the generation, manufacture, processing, distribution, use, handling, transportation, storage, treatment or disposal of any Hazardous Substance on, at or under the Stadium Complex; (c) the violation or alleged violation of any Environmental Laws with respect to the Stadium Complex; (d) the non-compliance or alleged non-compliance with any Environmental Laws with respect to the Stadium Complex; or (e) the Bills' failure to promptly undertake and diligently pursue to completion all response or corrective action with respect to a Release or threatened Release of any Hazardous Substance on, at or under the Stadium Complex, and any Proceeding incident to any of the foregoing; and (ii) all Environmental Claims, and Losses resulting from, relating to or arising out of Environmental Claims, and any Proceedings incident to any of the foregoing. Notwithstanding the foregoing, it is acknowledged and agreed that the obligation of the Bills to defend, indemnify and hold harmless shall not extend to events described in the preceding sentence (i) which occurred prior to the date on which the Bills commenced occupancy of the Stadium pursuant to the terms of the Original Lease or (ii) which occur from and after the Lease Date on account of a Civic Event.

21.2 Survival. The provisions of this Article 21 will survive the expiration or termination of this Stadium Lease.

22.1 Bills' Certificate. The Bills shall at any time and from time to time, within ten (10) days of the receipt of a written request from the County or the ECSC, execute, acknowledge, and deliver to the requesting party a statement in writing certifying: (a) that this Stadium 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 Stadium 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 Bills' knowledge, any uncured defaults on the part of the Bills 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 either the County or the ECSC hereunder, or specifying such defaults, events, or conditions, if any are claimed; and (d) such other information as may be reasonably required by the requesting party.

22.2 ECSC's Certificate. The ECSC shall at any time and from time to time, within ten (10) days of receipt of prior written notice from the Bills, executed, acknowledge, and deliver to the Bills a statement in writing certifying: (a) that this Stadium 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 Stadium Lease, as so amended, is in full force and effect); (b) 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 Bills hereunder, or specifying such defaults, events, or conditions, if any are claimed; and (c) such other information as may be reasonably required by the Bills.

23.1 Arbitration. All disputes arising under or relating to the Franchise Maintenance Covenants, or the breach or threatened breach thereof, shall be settled by an action or proceeding in a court of competent jurisdiction. All other disputes arising under or relating to the Stadium Agreements, or the breach or threatened breach thereof, shall be settled by arbitration, conducted in Buffalo, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association as follows:

(a) Arbitration will be commenced by a written demand made by any Party upon the other Parties.

(b) The arbitration will be submitted to three arbitrators selected by those Parties electing to appear in the arbitration from the lists of highly experienced commercial arbitrators maintained by the American Arbitration Association, which may include arbitrators on its Large Complex Case Panel, and who reside in any of the states contiguous to New York State (i.e., Pennsylvania, New Jersey, Connecticut, Massachusetts and Vermont). In the event that an insufficient number of qualified arbitrators are available from states contiguous to the State of New York, such that the Parties electing to appear in the arbitration are unable to agree upon a panel of three arbitrators from said states within forty-five (45) days following the filing of the demand for arbitration, additional arbitrators will be drawn from the national list of arbitrators maintained by the American Arbitration Association, but not from the states of New York, Michigan or Florida.

(c) The arbitrators will not have power to add to, modify, detract from, terminate or otherwise alter in any way the provisions of the Stadium Agreements. No arbitrator may make an award of punitive or exemplary damages.

(d) The arbitrating Parties will each pay for the services of its attorneys and witnesses, plus its proportionate share of the costs relating to the arbitration.

(e) The decision of the arbitrators shall be entered with a court of competent jurisdiction and will be enforced according to the laws of the State of New York.

24.1 Events of Sublessee Default. Any of the following events shall constitute a "Sublessee Default":

(b) The Bills default in the due and punctual payment of rent, and such default continues for fifteen (15) days after written notice from the ECSC;

(c) The Bills breach any of the other agreements, terms, covenants or conditions set forth in this Stadium Lease that the Bills are required to perform or observe, and such breach continues for a period of thirty (30) days after written notice from the ECSC or the County to the Bills or, if such breach cannot be cured reasonably within such thirty (30) day period, if the Bills fail to diligently commence to cure such breach within thirty (30) days after written notice from the ECSC or the County and to diligently complete such cure thereafter.

(d) The Bills breach any of the agreements, terms, covenants or conditions set forth in the Construction Coordinating Agreement or the Design Funding Agreement that the Bills are required to perform or observe pursuant to the terms thereof and said breach continues beyond any applicable notice and cure period provided for in such agreement.

(e) This Stadium 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 Bills, or are taken upon or subject to any attachment by any creditor of the Bills or claimant against the Bills, and said attachment is not discharged or disposed of within ninety (90) days after its levy;

(f) The Bills file 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;

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

24.2 The ECSC's Remedies. If any one or more Sublessee Defaults occur, the ECSC has the right, subject to the terms and conditions of Section 6.5, at its election:

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

(b) To give the Bills ninety (90) days' written notice of the expiration of the Term and upon the giving of such notice and the expiration of such ninety (90) day period, the Bills' right to possession of the Stadium Complex will cease and this Stadium Lease will be terminated, except as to the Bills' liability for the payment of any financial obligations accruing hereunder prior to the date of such termination, including, but not limited to, any liability for the payment of any applicable Termination Fee, as if the expiration of the term fixed in such notice were the end of the Term, provided, however, that to the extent that the Sublessee Default giving rise to such notice occurs during an NFL Season, such ninety (90) day period shall not begin to run until the last Game of such NFL Season has been played;

(c) To commence arbitration in accordance with Article 23 seeking summary eviction of the Bills under Article 7 of the New York Real Property Actions and Proceedings Law (provided, however, that to the extent such arbitration is commenced during an NFL Season, any warrant of eviction obtained thereby shall not be effective until the last Game of such NFL Season has been played); or

(d) To exercise any other right or remedy available to it at law, in equity or otherwise.

24.3 The County's Remedies. If any one or more Sublessee Defaults occur, the County has the right, subject to the terms and conditions of Section 6.5, at its election:

(a) To discharge, pay or otherwise perform the obligation of the Bills giving rise to such Sublessee 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 obligation (together with interest at the Default Interest Rate from the date of payment by the County) will be payable by the Bills to the County on demand; or

(b) To give the Bills ninety (90) days' written notice of the expiration of the Term and upon the giving of such notice of the expiration of the Term and upon the giving of such notice and the expiration of such ninety (90) day period, the Bills' right to possession of the Stadium Complex will cease and this Stadium Lease will be terminated, except as to the Bills' liability for the payment of any financial obligations accruing hereunder prior to the date of such termination, including, but not limited to, any liability for the payment of any applicable Termination Fee, as if the expiration of the term fixed in such notice were the end of the Term, provided, however, that to the extent that the Sublessee Default giving rise to such notice occurs during an NFL Season, such ninety (90) day period shall not begin to run until the last Game of such NFL Season has been played;

(d) To exercise any other right or remedy available to it at law, in equity or otherwise.

24.4 Cumulative Remedies. Subject to the terms and conditions of Section 6.5, each right and remedy afforded to the ECSC or the County pursuant to this Article 24 is cumulative and is in addition to every other right or remedy provided for in this Stadium Lease or now or hereafter existing at law, in equity or otherwise, and the exercise by either the ECSC or the County, as the case may be, of any one or more of the rights or remedies provided for in this Stadium Lease or now or hereafter existing at law, in equity or otherwise will not preclude the simultaneous or later exercise by the ECSC or the County, as the case may be, of any or all other rights or remedies provided for in this Stadium Lease or now or hereafter existing at law, in equity or otherwise.

25.1 Events of Sublessor Default. Any of the following events shall constitute a "Sublessor Default":

(a) The ECSC breaches any of the agreements, terms, covenants, or conditions that this Stadium Lease requires the ECSC to perform, and such breach continues for a period of thirty (30) days after written notice from the Bills to the ECSC and the County 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 Bills and to complete such cure within a reasonable time thereafter.

(b) Either the ECSC or the County breach any of the agreements, terms, covenants or conditions set forth in the Construction Coordinating Agreement, the Design Funding Agreement or the Master Lease that the ECSC or the County, as the case may be, is required to perform or observe pursuant to the terms thereof and said breach continues beyond any applicable notice and cure period provided for in such agreements.

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

(a) If any one or more Sublessor Defaults occur, the Bills have the right, at their election, to discharge, pay or otherwise perform the obligation of the ECSC or the County giving rise to such Sublessor Default, and 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 from the date of payment by the Bills) will either, at the option of the Bills, (i) be payable by the Party whose action or inaction gave rise to such Sublessor Default on demand or (ii) in the case of any Sublessor Default arising out of an action or inaction of the ECSC, be offset by the Bills against the next payment or payments to be made by the Bills pursuant to this Stadium Lease;

(b) If any one or more Sublessor Defaults occur, the Bills have the right, at their election, to exercise any other right or remedy available to it at law, in equity or otherwise; or

(c) If, upon the completion of arbitration conducted in accordance with Article 23, it is determined that a Material Sublessor Default exists, the Bills shall have the right, at their election, to give the County and 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 Term shall end and this Stadium Lease shall become null and void, except for the provisions hereof which shall specifically survive such termination.

25.3 Cumulative Remedies. Each right and remedy afforded to the Bills pursuant to this Article 25 is cumulative and in addition to every other right or remedy provided for in this Stadium Lease or now or hereafter existing at law, in equity or otherwise, and the exercise by the Bills of any one or more of the rights or remedies provided for in this Stadium Lease or now or hereafter existing at law, in equity or otherwise will not preclude the simultaneous or later exercise by the Bills of any or all other rights or remedies provided for in this Stadium Lease or now or hereafter existing at law, in equity or otherwise.

25.4 Cure of Sublessor Defaults. Upon serving either the ECSC or the County with notice of any event which, with the passage of time, could ripen into a Sublessor Default, the Bills shall simultaneously serve a copy of such notice upon the other Party. Such other Party shall thereupon have the same period as provided to the Party whose action or inaction gave rise to such notice to discharge, pay or perform the obligations of such Party, and the Bills shall accept such discharge, payment or performance by or at the instigation of such other Party as if the same had been done by the Party required to perform such obligation.

26.1 Leasehold Mortgages. The Bills shall have the right, during the Term, to grant a Lien securing indebtedness for borrowed money against or with respect to their interest in this Stadium Lease or in the subleasehold estate in favor of the Bills created by this Stadium Lease, provided that the terms of any such Lien do not provide for or otherwise permit, at any time, the Franchise, the Bills' interest in this Stadium Lease or the subleasehold estate in favor of the Bills created by this Stadium Lease to be owned or controlled, directly or indirectly, by any Person other than a Permitted Assignee or during the pendency of the foreclosure or other enforcement of such Lien, the NFL. Except as provided in the preceding sentence, pursuant to Section 20.1 of the Master Lease, without the County's prior written consent, the Bills agree not to grant any Liens securing indebtedness for borrowed money against or with respect to the leasehold estate in favor of the Bills created by this Stadium Lease. The consent by the County to any such proposed Lien shall not be construed to permit the granting by the Bills of any future or additional Liens or the transfer, assignment or conveyance by such Lien holder of the Lease or the leasehold estate created hereby.

27.1 The ECSC's Right of Entry. The ECSC, 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 Bills are complying with all of their obligations in this Stadium Lease;

(d) Make repairs required of the ECSC under the terms of this Stadium Lease (provided that in exercising such right of access to make repairs, the ECSC shall use commercially reasonable efforts to avoid any unnecessary interference with Games or Bills' Events).

27.2 County's Right of Entry. The Bills and the ECSC recognize that County has a substantial interest in the manner in which the Stadium Complex is operated and maintained and has a responsibility to the public to ensure that the Stadium Complex is operated and maintained in a manner consistent with public facilities. In furtherance of the foregoing, County and its employees, agents and representatives shall have the right at all times to enter into and upon any and all parts of the Stadium Complex for the purpose of inspecting the same and performing its obligations under the Stadium Agreements.

28.1 Generally. The Bills shall not do or cause to be done or suffer or permit to be done any act or thing which would constitute a Sublessee Default or would or might constitute a default under Section 4.2 of the Master Lease or which would or might cause the ECSC or the County to become liable for any damages, costs, claims or penalties or which would or might materially increase the obligations of the ECSC as lessee under the Master Lease, or which would or might adversely affect or reduce any of the ECSC's rights or benefits under the Master Lease. The Bills represent that they have examined the Master Lease and that they are fully familiar with the terms thereof. The provisions of this Section 28.1 shall survive the expiration or earlier termination of this Stadium Lease.

28.2 Modification of Master Lease. The County and the ECSC may modify, or cause or suffer to be modified, the Master Lease, without in any instance first obtaining the consent of the Bills to such modification unless the modification in question would adversely affect the Bills' rights or obligations hereunder or under the Master Lease.

28.3 The County's Rights Against the Bills. Without in any way limiting the enforceability of any of the terms and conditions of the Master Lease or this Stadium Lease which expressly afford the County with a right against the Bills or the NFL for the payment or performance of an obligation, the Bills, the NFL and the ECSC acknowledge and agree that the County is a third party beneficiary of this Stadium Lease and, as such, has the right, with or without the consent of the ECSC, to enforce any obligation of the Bills or the NFL hereunder directly against the Bills or the NFL, as the case may be, in its own name. Without limiting the generality of the foregoing, in the event the County seeks to enforce an obligation of the Bills arising under Article 9 of this Stadium Lease, the ECSC shall refrain from separately enforcing such obligation for so long as the County diligently and in good faith pursues such enforcement.

29.1 PACB Approval. This Stadium 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 as to the Project. In the event such approval is not obtained by the ECSC within sixty (60) days of the execution and delivery hereof, this Stadium Lease shall automatically become null and void and none of the Parties shall have any further rights or obligations hereunder.

29.2 NFL Opinion of Counsel. Simultaneously with the execution and delivery hereof, the NFL shall deliver to the ECSC and the County, an opinion of counsel (which may be issued by "in-house" counsel), in substantially the form attached hereto as Exhibit O.

30.1 Public Sector Capacity. In entering into the Stadium Agreements, 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.

30.2 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.

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

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

30.5 Notices. Unless otherwise provided in this Stadium 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 (such couriered notice to be effective one (1) day after the date it is delivered to such courier); or (iv) sent by facsimile transmission, with a confirmation sent by way of one of the above methods, addressed to the party for whom it is intended at its address set forth in Section 1.1 (such facsimile notice to be effective on the date that confirmation of such facsimile transmission is received); 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.

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

30.7 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 Stadium 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 Stadium Lease, impair or otherwise affect any obligation of any party pursuant to this Stadium Lease or otherwise operate as a waiver of any such right or remedy. No modification of this Stadium Lease or waiver of any such right or remedy shall be effective unless made in writing duly executed by the duly authorized representatives of the Parties to this Stadium Lease and approved by the County.

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

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

30.10 Brokers. The ECSC and the Bills 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.

30.11 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.

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

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

30.14 Counterparts. This Stadium 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 Stadium Lease by facsimile signature and the other Parties shall be entitled to rely on such facsimile signature as evidence that this Stadium Lease has been duly executed by such Party. Any Party executing this Stadium Lease by facsimile signature shall immediately forward to the other Parties an original signature page by overnight mail.

30.15 Force Majeure. If any Party is delayed, prevented or hindered from the performance of any covenant or condition of this Stadium Lease because of Force Majeure, 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.

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

30.17 Only Sublessor - Sublessee Relationship. Nothing contained in this Stadium Lease shall be deemed or construed by the Parties or by any third Person to create the relationship of principal and agent, partnership, joint venture or any association between the ECSC and the Bills, 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 ECSC and the Bills other than the relationship of sublessor and sublessee. It is agreed that all Persons provided by the Bills to perform the obligations of the Bills contemplated hereby are not employees or agents of the ECSC. The Bills acknowledge that the Bills' employees and agents shall not, by reason of this Stadium Lease or by reason of the performance of any services in connection with the satisfaction of the Bills' obligations hereunder, be considered employees of, or entitled to any employee benefits of, the ECSC or the County.

30.18 Applicable Standard. Any approval, consent, decision or election to be made or given by a Party may be made or given in such Party’s sole judgment and discretion, unless a different standard (such as reasonableness) is provided for explicitly.

30.19 Additional Assurances. From time to time after the date of this Stadium Lease, without further consideration and subject to the other terms of this Stadium 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.

30.20 No Third Party Beneficiaries. Except for the third party beneficiary rights afforded to the County pursuant to Section 28.3, this Stadium Lease is solely for the benefit of the Parties, and their successors and permitted assigns and no provisions of this Stadium Lease shall be deemed to confer upon any other Person any remedy, claim, liability, reimbursement, cause of action or other right.

30.21 Authority. The Bills and the ECSC each represent and warrant that (i) it has full power and authority to enter into this Stadium Lease and to perform and carry out all obligations, covenants and provisions hereof; and (ii) this Stadium 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, of such Party.

30.22 Stadium Affirmative Action Plan. Except with respect to the Project, during the Term, the Bills shall exercise commercially reasonable efforts to comply with the Stadium Affirmative Action Plan.

30.23 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.

30.24 Vending at the Stadium Complex. Provided the Bills furnish Unaffiliated Vendors with opportunities for vending at the Stadium Complex in accordance with the Vending Plan, the County shall use reasonable efforts to prohibit vending on the County-owned rights-of-way contiguous to the Stadium Complex by all Persons other that those permitted under Section 35 of the New York General Business Law, it being acknowledged and agreed by the Parties that the failure of the County to fulfill this obligation, after taking into account any applicable notice and cure periods, shall constitute a Sublessor Default hereunder. If during the Term, the Bills cease to provide vending opportunities for Unaffiliated Vendors in accordance with the Vending Plan, the County shall not have any obligation hereunder to prohibit vending in the County-owned rights-of-way contiguous to the Stadium Complex for the period during which any of such vending opportunities are unavailable.

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.

The National Football League hereby executes this Joinder to Stadium Lease for the purpose of: (a) acknowledging the covenants of the Bills set forth in Article 6; (b) evidencing its approval of the Stadium Agreements under the NFL Rules and Regulations; and (c) acknowledging its agreements and covenants set forth in the Stadium Lease.

The National Football League represents and warrants to the ECSC and the County that: (a) it has full power and authority to enter into this Joinder to Stadium Lease and to perform and carry out all obligations, covenants and provisions hereof; and (b) this Joinder to Stadium Lease constitutes the legal, valid and binding obligation of the National Football League in accordance with the terms hereof, and has been duly authorized by all necessary member, board, director, shareholder, manager, legislative, executive committee and/or agency action, as the case may be, of the National Football League.

The National Football League further covenants and agrees to promptly furnish to the ECSC and the County during the Term, copies of any written notices provided to the Bills declaring that either the Team or the Franchise is not in good standing with the NFL under the terms and conditions of the applicable NFL Rules and Regulations.

The County hereby executes this Joinder to the Stadium Lease for the purpose of: (a) acknowledging its approval of the subletting of the Stadium Complex to the Bills pursuant thereto; and (b) acknowledging to the Bills, and agreeing to perform and/or comply with, as the case may be, its obligations pursuant to Sections 2.3, 4.2(c), 4.2(e), 4.3, 4.5(c), 4.8, 4.9, 5.1, 5.2, 6.5(a), 9.6, 9.7, 10.1, 12.1, 13.2, 13.5, 15.1, 17.3, 17.4, 18.3, 18.6, 20.1, 20.5(a), 25.2, 25.3, 26.1, 28.2 and 30.24 thereof.

The County represents and warrants to the ECSC and the Bills that: (a) it has full power and authority to enter into this Joinder to Stadium Lease and to perform and carry out all obligations, covenants and provisions hereof; and (b) this Joinder to Stadium Lease constitutes the legal, valid and binding obligation of the County in accordance with the terms hereof, and has been duly authorized by all necessary legislative, executive, committee and/or agency action, as the case may be, of the County.

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

Being all that tract or parcel of land located on the east side of Abbott Road in the Town of Orchard Park, County of Erie, State of New York and being part of Lots 39 and 40, Township 9, Range 7 of the Holland Land Company's survey and further bounded and described as follows:

Beginning at a point on the centerline of Abbott Road, said point being Two Hundred Fifty-Five and Fifty-Three hundredths feet (255.53') south of the centerline of Southwestern Boulevard as measured along the centerline of Abbott Road and said point of beginning being on the extension southwesterly of the southerly line of lands conveyed to Penn Mutual Life Insurance Company by Liber 6132 of deeds at Page 195;

thence northeasterly at an angle with the centerline of Abbott Road measured from the south to the east of 115°47'49" and parallel with Southwestern Boulevard a distance of Two Hundred Thirty-Six and Sixty-Five hundredths feet (236.65') to the southeast corner of Liber 6132 of deeds at Page 195;

thence north along the east line of Liber 6132 of deeds at Page 195 and its extension north and being parallel with Abbott Road a distance of Two Hundred Fifty-Five and Fifty-Three hundredths feet (255.53') feet to the centerline of Southwestern Boulevard;

thence northeast along the centerline of Southwestern Boulevard at an included angle with the last described line of 1154°7'49" a distance of Two Hundred Fifty-Four and Twenty-Six hundredths feet (254.26') to a point on the south line of lands conveyed to Charles Druse by Liber 471 of deeds at Page 317;

thence continuing along the centerline of Southwestern Boulevard a distance of Three Hundred Sixty-One and Thirty-One hundredths feet (361.31');

thence south at right angles to the south line of Charles Druse by Liber 471 of deeds at Page 317 a distance of One Hundred Ninety-One and Thirty-Five hundredths feet (191.35') to said south line;

thence east at right angles with the last described line and along the said south line a distance of One Thousand Seventy-Eight and Seventy-Seven hundredths feet (1,078.77') to the east line of Lot 40, Township 9, Range 7;

thence south along the east line of Lot 40, Township 9, Range 7 and at an included angle with the last described line of 90°50'18" a distance of Two Thousand Seven Hundred Thirty-Five and Twenty-Four hundredths feet (2,735.24') to the southeast corner of Lot 40, Township 9, Range 7;

thence continuing in a straight line a distance of Sixty-Six and Four hundredths feet (66.04') to the northeast corner of Lot 39, Township 9, Range 7;

thence west at an included angle with the last described line of 88°00'47" and along the north line of Lot 39, Township 9, Range 7 a distance of four Hundred Seventy-Two and Fifty-Six hundredths feet (472.56') deeded and Four Hundred Seventy-One and Eight Hundredths feet (471.08') measured;

thence south at an angle with the north line of said lot measured from the west to the south of 91°47'19" and being parallel with the east line of Lot 39, Township 9, Range 7 a distance of Five Hundred Eighteen and Ten hundredths (518.10') deeded and Five Hundred Twenty-Two and Forty-Five hundredths feet (522.45') measured;

thence west an included angle with the last described line of 90°0' deeded and 89°46'49" measured a distance of Six Hundred Twenty-Seven and no hundredths feet (627.0') deeded and Six Hundred Twenty-Three and Forty-One hundredths feet (623.41') measured to a point One Thousand One Hundred Eleven and Forty-Four hundredths feet (1,111.44') north of the centerline of Big Tree Road as measured at right angles with this described line;

thence south at right angles with the last described line a distance of Eight Hundred Sixty and Eighty-Four hundredths feet (860.84') to a point Two Hundred Fifty and Sixty hundredths feet (250.60') north of the centerline of Big Tree Road as measured along the extension south of this described line;

thence west at right angles with the last described line a distance of One Hundred Seventy-Seven and Thirty-Nine hundredths feet (177.39');

thence south at right angles with the last described line a distance of Two Hundred Twenty and Sixty-Four hundredths feet (220.64') to the centerline of Big Tree Road;

thence westerly along the centerline of Big Tree Road and at an included angle with the last described line of 80°24'40" a distance of One Hundred Ninety-Two and Fifty-Three hundredths feet (192.53');

thence westerly along the centerline of Big Tree Road and at a deflection to the left of 0°20'00" a distance of Forty-Eight and Twenty-Two hundredths feet (48.22');

thence north at an included angle with the last described line of 99°15'20" a distance of One Thousand Five Hundred Seventy and Eighty hundredths feet (1,570.80') deeded and One Thousand Five Hundred Ninety-Two and Forty-Seven hundredths feet (1,592.47') measured to the north line of Lot 39, Township 9, Range 7;

thence west along the north line of Lot 39 a distance of Five Hundred Fifty-Two and Ninety-Five hundredths feet (552.95') to the centerline of Abbott Road as now laid out;

thence northeast at an included angle with the last described line of 80°08'15" a distance of Six Hundred Ninety-Seven and Eighty-One hundredths feet (697.81') to an angle point in the centerline of Abbott Road as now laid out;

thence northeasterly along the centerline of Abbott Road as now laid out and at a deflection to the left of 1°29'56" a distance of Seven Hundred Sixty-Eight and Ninety-Three hundredths feet (768.93') to a point of curve in the centerline of Abbott Road as now laid out;

thence northerly along a curve to the left having a radius of One Thousand Nine Hundred Nine and Eighty-Six hundredths feet (1,909.86') and a central angle of 15°41'28" an arc length of Five Hundred Twenty-Three and Four hundredths feet (523.04') to the point of tangency;

thence northwesterly along the center line of Abbott Road and tangent to the last described line a distance of Two Hundred Eighty-Two and Eighty-One hundredths feet (282.81') to the point of beginning;

Excepting from the above described parcel the "burial ground lot" and further bounded and described as follows:

Commencing at the intersection of centerlines of Abbott Road and Southwestern Boulevard;

thence southwest along the centerline of Abbott Road and its extension a distance of Eight Hundred One and Fifty hundredths feet (801.50');

thence southeasterly at a deflection to the right of 15°41'27" a distance of Two Hundred Ten and Eighty-Eight hundredths feet (210.88');

thence east at an angle with the last described line measured from the north to the east of 80°39'05" a distance of Eight Hundred Sixty-One and Twenty-Seven hundredths feet (861.27') to the point of beginning;

thence continuing east a distance of One Hundred Forty and Fifteen hundredths feet (140.15');

thence north at an included angle with the last described line of 88°46'27" a distance of Eighty-Two and Forty-Four hundredths feet (82.44');

thence west at an included angle with the last described line of 91°13'33" a distance of One Hundred Forty and Fifteen hundredths feet (140.15');

thence south at an included angle with the last described line of 88°46'27" a distance of Eighty-Two and Forty-Four hundredths feet (82.44') to the point of beginning and containing 0.27 acres, more or less.

Also excepting from the above described parcel the southerly half of Southwestern Boulevard, said having a full right-of-way width of 100' as conveyed to the County of Erie by Liber 2062 of deeds at Page 496;

Also excepting from the above described parcel that portion of lands lying within the above described parcel along Big Tree Road as conveyed by Edna Oaks to the State of New York by Liber 4287 of deeds at Page 256 and shown on Map 25-R-1, Parcel 31,

Also excepting lands provided by the County of Erie for the reconstruction of Abbott Road and known as Parcel 3 - File No. 217-92.

Being all that tract or parcel of land located on the west side of Abbott Road in the Town of Orchard Park, County of Erie, State of New York and being part of Lots 39 and 40, Township 9, Range 7 of the Holland Land Company's survey and further bounded and described as follows:

Commencing at the centerline of Abbott Road at its intersection with the centerline of Southwestern Boulevard;

thence S 5°19'26"E along the centerline of Abbott Road a distance of Five Hundred Thirty-Eight and Thirty-Four hundredths feet (538.34') to a point of curve in the centerline of Abbott Road as now laid out;

thence southerly along a curve to the right having a radius of One Thousand Nine Hundred Nine and Eighty-Six hundredths feet (1,909.86') and being the centerline of Abbott Road as now laid out an arc length of Nineteen and no hundredths feet (19.00') to its intersection with the north line of lands formerly conveyed to E.I. DuPont DeNemours & Company by Liber 1295 of deeds at Page 469 and the point of beginning.

thence southerly along a curve to the right forming the centerline of Abbott Road as now laid out having a radius of One Thousand Nine Hundred Nine and Eighty-Six hundredths feet (1,909.86') an arc length of Five Hundred Four and Four hundredths feet (504.04') to a point of tangency;

thence S 10°22'02"W along the centerline of Abbott Road as now laid out and tangent to the last described curve a distance of Seven Hundred Sixty-Eight and Ninety-Three hundredths feet (768.93') to an angle point;

thence S 11°51'58" W along the centerline of Abbott Road as now laid out a distance of One Thousand Sixty-One and Seventy-Two hundredths feet (1,061.72') to a point on the north line of lands now or formerly conveyed to C.S. Vank;

thence N. 78°41'03" W along the said north line of Vank and its extension a distance of Six Hundred Eighty-Two and Fifteen hundredths feet (682.15') to a point on the extension south of the west line of lands conveyed to E.I. DuPont DeNemours & Company by Liber 1295 of deeds at Page 469;

thence N 00°01'46" W and along the west line of lands conveyed by Liber 1295 of deeds at Page 469 and its extension south and also north a distance of Two Thousand One Hundred Ninety-Two and Eighty-Six hundredths feet (2,192.86') to the southerly line of Southwestern Boulevard being 100' wide;

thence N 64°45'18" E along the southerly line of Southwestern Boulevard a distance of One Hundred and no tenths feet (100.0');

thence S 0°01'46" W a distance of Fifty-Nine and Fourteen hundredths feet (59.14') to the north line of lands conveyed to E.I. DuPont DeNemours & Company;

thence S 89°14'02" E along the said north line a distance of Nine Hundred Fifty-Eight and Eighty-Two hundredths feet (958.82') to the point of beginning;

Excepting lands provided by the County of Erie for the reconstruction of Abbott Road and known as Parcel 2 - File No. 217-91.

Lease Year	Qualifying License Fee Amount
2	$11,000,000
3	$11,440,000
4	$11,897,600
5	$12,373,504
6	$12,868,444
7	$13,383,181
8	$13,918,508
9	$14,475,248
10	$15,054,257
11	$15,656,427
12	$16,282,684
13	$16,933,991
14	$17,611,350

1. With respect to the operations of the Stadium Complex, the Bills agree that they shall (a) neither commit nor permit discrimination or segregation by reason of race, creed, color, religion, national origin, ancestry, sex, age, disability or marital status ("Discrimination") in the use or occupancy of the Stadium Complex or any part thereof and (b) comply with all federal, state and local laws, ordinances, rules, and regulations from time to time in effect prohibiting Discrimination or segregation or pertaining to equal employment opportunities.

2. The Bills shall endeavor to consider qualified minority and women owned business enterprises ("MWBE's") for service and management contracts and other agreements for the purchase of goods and services that relate to the operation of the Stadium Complex. Where appropriate, the Bills shall endeavor to afford qualified MWBE's an opportunity to submit proposals for prospective Bills' Improvements.

3. Notwithstanding anything to the contrary herein, the affirmative action and non-discrimination provisions set forth above shall have no applicability with respect to any personnel decisions made by the Bills for its on-field operations, including, but not limited to the hiring, firing or trading of players and coaches of the Bills. The Bills' sole obligation with respect to such on-field personnel decisions shall be limited by NFL Rules and Regulations and Applicable Law.

Lease Year	Notice Date	Termination Date	Termination Fee
6	February 28, 2004	July 31, 2004	$20,000,000
7	February 28, 2005	July 31, 2005	$17,000,000
8	February 28, 2006	July 31, 2006	$14,000,000
9	February 28, 2007	July 31, 2007	$12,000,000
10	February 28, 2008	July 31, 2008	$10,000,000
11	February 28, 2009	July 31, 2009	$8,000,000
12	February 28, 2010	July 31, 2010	$6,000,000
13	February 28, 2011	July 31, 2011	$4,000,000
14	February 28, 2012	July 31, 2012	$2,000,000

County of Erie
c/o Department of Public Works
95 Franklin Street
Buffalo, New York 14202
Attention: Commissioner of Public Works

Erie County Stadium Corporation
c/o Empire State Development Corp.
633 Third Avenue
New York, New York 10017-6754
Attention: General Counsel

All initially-capitalized terms used in this letter, but not defined herein, shall have the meaning ascribed thereto in the Stadium Lease, dated as of [March] __, 1998, between Erie County Stadium Corporation, as sublessor, and Buffalo Bills, Inc., as sublessee (the "Stadium Lease").

This letter will serve as notice, pursuant to Section 7.1 of the Stadium Lease, of the following:

We have acted as counsel to the National Football League (the "NFL") in connection with the execution and delivery by the NFL of the Joinder of the NFL (the "Joinder") to that certain Stadium Lease, dated as of July __, 1998 (the "Stadium Lease"), between the Erie County Stadium Corporation and Buffalo Bills, Inc. (the "Bills"). This letter is being delivered to you pursuant to Section 29.2 of the Stadium Lease.

In the preparation of this letter, we have examined the Joinder, the Stadium Lease and such other documents as we have deemed necessary to give the opinions set forth in this letter, and we have made such investigation of fact and of law as we have deemed necessary to give such opinions. Based upon such examination and investigation, we are of the opinion that: