3.2 Lessor s Uses. During the Operating Period, in addition to TSU Home Games (which are covered by Section 3.3 and not this Section 3.2, except as provided in Sections 3.2(h), (i) and (j)), Lessor shall, subject to the priorities set forth in Section 3.4 and except as permitted in Section 3.7, have the right to possess and use the Facilities only for events (the Civic Events ) that satisfy all of the following conditions and procedures listed in this Section 3.3, and Lessee may prohibit Lessor s use of the Facilities pursuant to this Section 3.2 with respect to any event not satisfying all of the following conditions and procedures:

(a) Lessee shall have received at least 45 days' prior notice (or such shorter period as Lessor and Lessee on a case by case basis may from time to time agree upon, which agreement Lessee shall not unreasonably withhold) from Lessor of any Civic Event proposed to be conducted at the Facilities, which notice shall set forth 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 Facilities 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 Lessee to perform its duties as the operator of the Facilities and to enable Lessee to determine (acting reasonably) that the conditions and procedures set forth in this Section 3.2 with respect to such event have been satisfied. Lessor 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. The date for the Civic Event set forth in the notice referred to in the first sentence of this Section 3.2(a) shall, subject to the other provisions hereof, upon the giving of such notice become the Reserved Date for such Civic Event.

(b) In no event shall any Civic Event be scheduled on any date that is already a Reserved Date. Unless consented to by Lessee (which consent will not be unreasonably withheld), in no event shall any Civic Event be a football game, soccer game or other game requiring use of the Playing Field scheduled on any date between August 1 and February 1 (or during such other period determined from time to time by the NFL as the period during which the NFL shall hold its season of NFL Games). It shall be deemed reasonable for Lessee to withhold its consent, and it shall be permissible for Lessee to revoke its consent (whereupon such consent shall be deemed not to have been given), pursuant to the preceding sentence if, in Lessee's sole judgment and discretion, Lessee believes (or after initially granting its consent, weather or other conditions lead Lessee to believe) that the playing of any such game will damage (other than de minimis damage) or otherwise render the Playing Field unsuitable for purposes of the Team Home Games or that use of the Facilities on the date requested for such game is likely to conflict with the use of the Facilities for a Team Home Game Date or for the purposes described in Section 3.1(b)(i).

(c) In no event shall any Civic Event that utilizes the Playing Field result in, or as determined in Lessee s sole judgment and discretion, pose a reasonable possibility of damaging (other than de minimis damage) or rendering unsuitable the Playing Field for the playing of any Team Home Games thereon. Lessee may acquire (to be paid for in accordance with the next sentence) a protective covering of material approved of by it to be maintained over the Playing Field during any Civic Event that would utilize the Playing Field in any manner. If such covering is not then available at the Facilities or if the use of any available covering would render same unsuitable for Lessee's use, Lessor shall pay for such covering; provided that Lessor and Lessee shall allocate the costs of any such protective covering in an equitable manner in the event that such covering is to be used in connection with the use of the Facilities for both Lessee Events and Lessor Events.

(d) The conduct of each Civic Event shall be subject to the rules and regulations referred to in Section 6.1(n).

(e) In no event shall any Civic Event be a professional football game.

(f) In no event shall any Civic Event be for a use other than a Civic Use, provided that up to three Civic Events per Lease Year may be for a Special Use.

(g) Lessor shall be obligated to reimburse Lessee (within ten business days after receipt of invoice therefor) for the incremental costs described in the definition of Civic Event Revenues that have not been netted against the related Civic Event Revenues, and Lessee shall be entitled to net such costs against such revenues in Lessee's possession. Lessee shall remit or cause to be remitted all Civic Event Revenues in Lessee's possession to Lessor within ten business days following the Civic Event giving rise to such revenues, together with a summary event reconciliation statement. Should Lessor object to the amount of Civic Event Revenues for any Civic Event as shown in such summary event reconciliation statement, Lessor shall notify Lessee of such objection within 30 days after Lessor's receipt thereof. If after 30 days after Lessor gives any such objection notice, the parties are unable to agree upon the amount of Civic Event Revenues for such Civic Event, Lessor may instruct Lessee at Lessee's expense to engage Lessee's accountants (which shall be nationally recognized independent certified public accountants) to review the amount of Civic Event Revenues for such Civic Event, including such portion of Lessee's Books and Records as are necessary for such accountants to verify the amount of Civic Event Revenues from the corresponding Civic Event. Lessee shall direct such accountants (i) to deliver their report (which shall be addressed to Lessor and Lessee) to Lessor and Lessee within a reasonable period (and in no event later than 45 days) after being notified to proceed with their review; (ii) to advise Lessor and Lessee in such report whether the amount of Civic Event Revenues set forth in the corresponding summary event reconciliation statement is correct; and (iii) if such amount of Civic Event Revenues is incorrect, to advise Lessor and Lessee in such report (I) what the actual amount of Civic Event Revenues should be for the given Civic Event, and (II) what payment adjustments between Lessor and Lessee are necessary as a result of such accountants' report. The report of such accountants will be binding upon the parties. Such accountants shall not be considered to be agents, representatives or independent contractors of Lessor. Within ten days after its receipt of such accountants' report for any Civic Event, Lessor or Lessee, as applicable, will pay the amount (if any) that it owes to the other party under this Section 3.2(g) in accordance with the accountants' report. Within ten business days after Lessor's receipt or control thereof, Lessor shall (A) deposit into the Capital Fund Lessor's share of the profit generated from any Civic Event involving a Special Use (even if same exceeds the amount that Lessor is obligated to contribute under Section 7.3) including, without limitation, profit arising from Broadcast Rights and Advertising Rights relating to any such Civic Event, which share shall not be less than 50% of the total profit from such event, Broadcast Rights and Advertising Rights, and (B) deliver to Lessee a summary reconciliation statement of such profits, and Lessee shall be given the opportunity to review Lessor's Books and Records during normal business hours and upon reasonable advance notice in order to verify the satisfaction of Lessor's obligations hereunder.

(h) Use of the luxury or party suites and related areas in the Facilities during Lessor Events shall be limited to the licensees of Lessee or its Affiliates (whether pursuant to PSLs or other license agreements or arrangements) and their invitees but such Person's use shall be conditioned on the licensees payment for the use of such suites and areas on a per ticket basis at the applicable ticket price.

(i) Lessor shall promptly repair or cause to be repaired any damage caused at a Lessor Event.

(j) Neither Lessor, TSU nor any lessee or licensee of Lessor (other than Lessee) shall have the right to possess or use any of the Reserved Areass during any Lessor Event or otherwise. Notwithstanding the foregoing, at the request of Lessor or TSU, Lessee, as operator of the Facilities (or Lessee's concessionaires, service providers and other Persons to whom Lessee gives the exclusive right to use and occupy certain portions of the Reserved Areass), shall operate (or use its reasonable efforts to cause such concessionaires, service providers and other Persons to operate) the Reserved Areass described in clauses (a), (b) and (c) of the definition of "Reserved Areas" during or in connection with Lessor Events.

Previous / Article \ Next
Nashville's Eye on the NFL

---

Copyright, Nineteen Ninety-Six, World Wide Network Services, Inc.