II. GENERAL TERMS AND CONDITIONS

1.  Grant of License; Premises.  Subject to the terms and conditions herein set forth, Licensor hereby grants to Licensee the right and license to use the rooms/space described in Section I.A, located within the Fairgrounds (the “Premises”) for the limited purpose of holding the event described in Section I.B (the “Event”), and not for any other purpose.  Licensee shall not have access rights or privileges in or to any other part of the Fairgrounds besides the Premises, except for the privilege of ingress and egress through the public areas of the Fairgrounds, on a non-exclusive basis, as necessary to utilize the Premises.  Unless agreed otherwise in writing by Licensor, the Event is by “invitation only” and will not be open to the public.  

2.  Dates of Use.  Unless this License Agreement (the “Agreement”) is earlier terminated pursuant to the provisions hereof, Licensor grants to Licensee the right to use the Premises for the Event on the date(s) and time(s) set forth in Section I.A (the “Term”).  The Term may not be extended by Licensee without obtaining Licensor's prior written permission (which permission may be withheld in Licensor’s sole discretion).  In the event the Term is extended pursuant to the preceding sentence, Licensee shall be responsible for any additional fees and costs required by Licensor in connection therewith.  

3.  Duties of Licensor.  Except as may be otherwise specified in Section I.H, Licensor shall, at the sole cost and expense of Licensee, provide (or cause to be provided), any and all personnel as may be required by Licensor (in its sole discretion) to properly staff the Fairgrounds for the Event and for the proper and safe presentation of the Event, including without limitation personnel to set up and take down the event (including all riggers), security personnel, ushers, crowd control, first aid (EMT), fire personnel, badge checkers, supervisors, electricians, janitorial staff, audio visual technicians, telecommunications staff, internet technology staff, box office staff, ticket takers, concession and catering staff and other necessary support services customarily provided by Licensor for a like event, as applicable, and additional items, equipment, personnel and services (such as telephone, internet and other services and utilities) which Licensee requests to be provided in connection with the Event and which Licensor is reasonably able to provide, all of which shall be subject to the approval of Licensor.  It is understood by Licensee that services, labor and equipment will be provided only to the extent of existing available inventory and in consideration of other Fairgrounds events and activities.  

4.  Non-Refundable Deposit.  A non-refundable deposit in the amount set forth in Section I.D is due and payable to Licensor according to the payment schedule set forth in Section I.G.  Such deposit shall be credited to the License Fee and reimbursable expenses described below.  Licensee shall not be entitled to the payment of any interest whatsoever on the deposit paid to Licensor. This deposit is non-refundable without regard to whether Licensee makes use of the Premises.  If the deposit (or any portion thereof) is not paid on or before the due date(s) specified in I.G, Licensor may terminate this Agreement, in its sole discretion, by providing written notice of termination to Licensee.  Any such termination shall be in addition to any other right or remedy available to Licensor at law or in equity arising out such breach by Licensee, including Licensor’s right to recover damages. 

5.  License Fee.  In consideration of the license granted hereunder, Licensee agrees to pay to Licensor (i) a license fee in the amount set forth in Section I.E, plus (ii) the “Food and Beverage Fee” as described in Section 6 below, plus (iii) reimbursement for any and all costs incurred by Licensor in connection with Licensee’s use of the Premises, including, without limitation, costs incurred for the provision of the items, services and personnel described in Section 3 above.  Unless otherwise set forth in Section I.H, all such fees shall be paid by Licensee prior to the Event, according to the schedule set forth in Section I.G.  Any additional costs relating to changes in the event requirements shall, unless otherwise agreed by Licensor, be paid by Licensee by credit card on the day of the Event.  In the event Licensee fails to remit payment when due of any amounts due, interest shall accrue on such overdue amounts at the rate of 1 ½ % per month (18% per annum), or the maximum rate permitted by law, whichever is less.  Unless otherwise agreed by Licensor, payments shall be made by money order, wire transfer, or certified check.   

6.  Food and Beverage. 

A. Licensor shall have the exclusive right to provide food and beverage services in connection with the Event.  No other individual or organization is permitted to bring food or beverage products into the Fairgrounds without the express written consent of Licensor.  

B.Licensee shall pay Licensor for all food and beverage products and services provided by the Licensor at the Event (the “Food and Beverage Fee”), in accordance with the payment schedule set forth in Section I.G.  Licensee acknowledges that the License Fee has been established based on Licensee’s representation that the Food and Beverage Fee to be paid by Licensee hereunder shall be no less than the amount of the Food and Beverage Minimum set forth in Section I.F.  In the event the actual Food and Beverage Fee is less than the Food and Beverage Minimum, Licensor shall have the right to increase the License Fee by an amount necessary to compensate the Fairgrounds for the deficiency, as described in Section I.F and/or I.H.  

C.No later than 21 days prior to the Event, Licensee and Licensor shall enter into a work order specifying the specific menu items and estimate of number of people at the Event for whom such items will be provided.  Such work order shall include an estimate of the Food and Beverage Fee. No later than 3 business days prior to the Event, the work order shall be revised to reflect any changes in the “guaranteed” number of people attending the Event.  Once such work order is entered into, Licensee shall be required to pay, at a minimum, the Food and Beverage Fee specified therein, regardless of any subsequent changes requested to the menu or attendance number.  Unless otherwise set forth in Section I.G or I.H, any remaining balance of the Food and Beverage fee not previously paid to Licensor shall be paid to Licensor by credit card on the day of the Event.  

 7.  Event Requirements.  Licensee shall provide to Licensor all necessary set-up instructions (personnel, equipment, utilities, layout, etc.) for the Event no later than thirty (30) days prior to the commencement of the Term (or, if this Agreement is executed and delivered less than 30 days from the commencement of the Term, then immediately upon execution hereof).  Such instructions shall include a copy of a full and complete floor plan for any exhibit at the Event.  If such instructions are not provided to Licensor by such date, or if changes are made to such instructions after they have been provided to Licensor and Licensor incurs additional costs or expenses as a result of such changes, Licensee shall be responsible for such additional costs and expenses at Licensor’s prevailing rates.  No set-up of any exhibits may begin without proof of approval of such floor plan by the Fire Marshal of the City or County in which the Fairgrounds is located, as applicable, and by the Licensor.

8.  Advertising and Promotion.  Licensee shall not publicize, or permit to be publicized, the Event prior to execution of this Agreement by Licensor.  Licensee warrants that all advertising of the Event will be accurate and truthful, and will include accurate information of event times and ticket prices (if applicable).  All advertising of the Event shall be subject to the prior written approval of Licensor (which shall not be unreasonably withheld).  All print and broadcast materials associated with the Event shall use the official facility name.  Licensor reserves the right to display or sell, without limitation, advertising and promotions within and about the Fairgrounds, and to retain all income from such display or sale.  Licensee shall not interfere with, block, remove or otherwise disturb advertising or promotions within or about the Fairgrounds without the prior written consent of Licensor.  Signs containing commercial or sponsored advertising messages must be approved in advance in writing by Licensor.  Licensee agrees to open the Event to the public in accordance with advertised times and in compliance with Fairgrounds policies.

9.  Licenses; Permits.  Licensee shall secure prior to commencement of the Term, all licenses, permits and approvals that may be required in connection with the use of the Premises for the Event, including without limitation those required by ordinances, rules and/or regulations of governmental authorities, and all licenses required by any performing arts societies such as ASCAP, BMI and SESAC for music or other copyrighted works to be utilized or displayed at the Event; provided, however, Licensee shall not be required to secure any permits for the general occupancy of the Fairgrounds.  Licensee shall defend, indemnify and hold harmless Licensor and the Owner from any and all claims, fees, expenses, costs or damages, including reasonable attorneys’ fees and court costs, suffered or incurred by such parties in connection with any breach of this paragraph.

10.  Insurance.

A.Coverage.  Licensee shall obtain, at its own cost and expense, with insurance companies currently rated A VIII or better by Best’s Key Rating Guide, commercial general liability insurance that insures all operations of Licensee contemplated by this Agreement.  Such insurance shall name Global Spectrum, L.P., Global Spectrum of Texas, L.L.C., and Nueces County as additional insured’s.  Such insurance shall be written with a limit of at least One Million Dollars ($1,000,000) per occurrence combined single limit for bodily injury, property damage and personal injury.  

B.Certificates.  Certificates evidencing insurance required pursuant to this Section 10 shall be provided to Licensor not less than thirty (30) days prior to commencement of the Term, provided that if this Agreement is executed and delivered less than thirty (30) days prior to the Term, the certificates shall be provided immediately upon execution of this Agreement.  The policies shall also provide, and the certificate shall so note, that the coverage’s may not be canceled or that a major change in coverage may not be implemented without at least thirty (30) days' prior written notice given to Licensor.

11.  Indemnity; Limitation on Liability.  

A.Indemnification.  Licensee hereby agrees to indemnify, defend, and hold harmless Licensor, Global Spectrum of Texas, LLC and the Owner, and their respective officials, officers, directors, agents, employees, successors and assigns from and against any and all claims, damages, expenses, costs (including, without limitation, reasonable attorneys' fees) and liabilities (collectively, “Claims”) arising or alleged to arise from (i) any breach of this Agreement by Licensee, (ii) any alleged or actual violation or infringement by Licensee or its employees, agents or contractors of any copyright or other intellectual property right of a third party in connection with the Event or activities occurring at the Event, (iii) the use of occupancy of the Fairgrounds by Licensee, its employees, agents, contractors, exhibitors, invitees, guests or patrons, and (iv) the acts or omissions, or violation of any applicable law, rule, regulation or order, of or by Licensee or any of its employees, agents, contractors, exhibitors, invitees, guests or patrons.  Notwithstanding the foregoing, the obligations of Licensee in this paragraph shall not apply to the extent the Claims or Costs arise out of the gross negligence or intentional misconduct of Licensor or its employees or agents. 

B.Condition of Premises.  Licensor makes no warranty or representation to Licensee of any kind (express or implied) regarding the suitability of or compliance with applicable laws by the Premises, or any portion thereof, as built, for any aspect of the use Licensee expects or intends to make of the Premises.  Licensee further agrees that the Premises shall be delivered by Licensor to Licensee “AS IS,” “WHERE IS” and “WITH ANY AND ALL FAULTS” and without warranty, express or implied, as to the merchantability or fitness for the use thereof for any particular purpose.  

C.Limitation on Liability.  Licensor shall not be liable under any circumstances to Licensee or to any third party for any indirect, special, punitive or consequential damages, or loss of revenue or profits, arising in connection with this Agreement, even if Licensor has been advised of the possibility of such damages.  Furthermore, Licensor shall not be responsible or liable for any injury or death to person or loss or damage to property sustained by Licensee, its employees, agents, exhibitors, contractors, or any other person claiming through Licensee resulting from any condition, accident or occurrence in or upon the Premises, unless such injury, loss or damage is due to the gross negligence or intentional misconduct of Licensor or its employees or agents.  

D.Survival.  The provisions of this Section 11 shall survive any expiration or termination of this Agreement.

12.  Compliance With Laws and Rules of the Premises; Taxes.  Licensee shall fully abide by, conform to and comply with, and shall cause every person under its direction or control who is connected with the performance of any aspect of this Agreement to fully abide by, conform to and comply with all applicable laws, rules, regulations and ordinances of the United States of America, the State of TEXAS, the City of ROBSTOWN and their respective agencies, as well as all rules, regulations and policies of Licensor for the use, occupancy and operation of the Premises.  Licensee agrees to pay promptly all taxes assessed on its activities at the Fairgrounds hereunder, including any sales tax on the payment of Licensee’s fees hereunder (which shall be in addition to the amounts due hereunder).

13.  Use of the Premises.

A.Duty of Care; Return of Premises.  Licensee shall use the Premises in a safe and careful manner.  Licensee agrees not to do or allow to be done any act which shall mar, deface or injure any part of the Premises, nor shall Licensee change or rearrange any equipment or other property on the Premises without Licensor’s prior written approval.  Upon expiration of the Term, Licensee shall deliver up to Licensor the Premises in as good condition and repair and in the condition received at the beginning of the Term, excepting usual wear and tear.  Upon expiration of the Term, Licensee shall immediately remove from the Fairgrounds any and all property, goods, or other effects belonging to, or brought into the Fairgrounds by, Licensee, its employees, agents, contractors, representatives, guests or invitees.  If Licensee fails to do so, Licensor may store or cause to be stored any such property at Licensee’s expense.  Alternatively, Licensor may deem such property to be abandoned and sell such property in such a manner and to such an extent as is permitted by applicable law, and apply the proceeds of such sale(s) in a manner determined by Licensor in its sole discretion.

B.Licensor Access and Control.  Licensee shall, and shall cause its employees, agents and exhibitors and contractors to, follow any and all rules, regulations and policies of the Fairgrounds, including any instructions of Licensor’s representatives regarding Licensee’s use and occupancy of the Fairgrounds.  In licensing the use of the Premises to Licensee, it is understood that Licensor does not relinquish the right to control the management thereof and to enforce all necessary rules and regulations.  Licensor shall at all times have the right to limit the number of people attending the Event, for the purpose of ensuring the safety of people and property at the Premises.  

C.Disorderly Conduct.  Licensor reserves the right at all times to refuse admission to or to cause to be removed from the Event, the Premises and/or the Fairgrounds any disorderly person, including Licensee's employees, agents, contractors, exhibitors, guests and invitees, as determined by Licensor in its sole discretion, and in the event of the exercise of such authority, Licensee hereby waives any and all claims for damages against Licensor and the Owner on account thereof. 

D.Other Events.  Licensee acknowledges that other events or activities may be scheduled within the Fairgrounds during the Term in areas other than the Premises.  Licensee acknowledges that the public and vendor parking areas surrounding the Fairgrounds are not exclusive to or for the Event contemplated by this Agreement.  Licensee agrees to adhere to a “good neighbor” policy and will not permit or allow to be permitted, any activity in the Premises that will disturb use of other areas of the Fairgrounds by any other individual, entity, organization or event.

E.Broadcasting.  Licensee shall not televise or broadcast the Event or any part thereof without the prior written approval of Licensor (which may be withheld in Licensor’s sole discretion, and may be conditioned on Licensee paying an additional fee for the privilege to broadcast the Event, or Licensee procuring additional insurance to cover such broadcasting activities).  

14.Termination.  Either party may terminate this Agreement in the event the other party fails to perform any of its material obligations under this Agreement, and such failure has not been cured within fifteen (15) days (or 5 days in the event of a payment default) after the date on which the breaching party receives written notice describing such breach in reasonable detail.  Notwithstanding the foregoing, in the event Licensee fails to provide the insurance certificate required herein by the date due hereunder, or if Licensor may suffer irreparable harm as a result of the breach by Licensee, Licensor shall not be required to wait any period of time before terminating this Agreement or pursuing any remedies hereunder or under applicable law.  Any termination of this Agreement shall not prejudice any other right or remedy available to the non-breaching party at law or in equity.  In the event Licensor terminates this Agreement due to a breach or default by Licensee, Licensor may retain as damages any fees paid by Licensee under this Agreement (including the deposit), without prejudice to any other legal rights or remedies Licensor may have.  

15.  Cancellation of Event by Licensee.  In the event of a cancellation by Licensee of the Event (except as may be authorized by Section 14 above), no deposit refund shall be made.  Additionally, and unless indicated otherwise in Section I.H above, Licensee shall be obligated to pay the full amount of fees contemplated to be due hereunder had the Event actually occurred, including without limitation the Food and Beverage Minimum.  The parties agree that Licensor will be damaged by any such cancellation, and that the exact amount of such damages would be either impossible or inconvenient to prove, and that the amounts set forth in the preceding sentence are a reasonable estimate of the amount of such damages.  The parties further agree that such amount shall constitute liquidated damages, and not a penalty of any kind. The remedies set forth in this section are in addition to, and not in lieu of, any other rights or remedies Licensor may have, at law or in equity, in the event of a breach or cancellation of this Agreement by Licensee.

16.  Force Majeure.  Should Licensee be unable to take possession of the Premises or present the Event due to an Event of Force Majeure, neither Licensor nor Licensee shall have any liability under the Agreement and Licensee, as its sole remedy and relief, shall receive a refund of any uncommitted or cancelable advance payments less any expenses incurred by Licensor in preparing for the Event.  The term “Event of Force Majeure” shall mean any and all acts of God, strikes, lock-outs, other industrial disturbances, acts of the public enemy, laws, rules and regulations of governmental or quasi-governmental entities, wars or warlike action, arrest or other restraint of government (civil or military), blockades, insurrections, riots, vandalism, terrorism or terrorist threats, epidemics, lightning, earthquakes, hurricanes, storms, floods, washouts, fire or other casualty, civil disturbances, explosions, breakage or accidents to equipment or machinery, threats of bombs or similar interruptions, confiscation or seizure by any government or public authority, nuclear reaction, radioactive contamination, accidents, or any other causes, whether of the kind herein enumerated or otherwise that are not reasonably within the control or caused by the party claiming the right to delay the performance on account of such occurrence; provided, however, in no circumstances shall the monetary inability of a party to perform any obligation contained in this Agreement be construed to be an Event of Force Majeure.  Upon removal or cessation of the Event of Force Majeure, the parties' respective rights and obligations hereunder shall be reinstated for any and all subsequent sessions of the Event remaining in the Term (if any).

17.  Non-Discrimination / Americans With Disability Act.  Licensee agrees not to discriminate against any employee or applicant for employment to be employed in the performance of or in relation to this Agreement, with respect to the hire, tenure, terms, conditions or privileges of employment, or any other matter directly or indirectly related to such employment, whether on account of race, marital status, color, religion, national origin, ancestry, age, sex, or handicap except where based on a bona-fide occupational qualification. Licensee further agrees not to discriminate against any person relative to admission, services or privileges offered to or enjoyed by the general public for any reason prohibited by law.   With respect to the Event, Licensee recognizes that it is subject to the provisions of Title III of the Americans With Disabilities Act, as amended (“ADA”).  To the extent that Licensee reconfigures, modifies, alters, rearranges, or otherwise prepares or “sets up” the Premises or any other portion of the Fairgrounds in order to accommodate the Event, Licensee shall be responsible for ensuring that such areas comply (and continue to comply throughout the Term) in all respects with the ADA, including without limitation with regard to accessibility, usability, and configuration.  Licensee shall be solely responsible for providing auxiliary aids or any modification of the Premises or other portions of the Fairgrounds that may be required in order to accommodate the Event, and for ensuring that the policies, practices, and procedures it applies in connection with the Event are in full compliance with the ADA.  

18.  Miscellaneous. 

A.Entire Agreement; Amendments; Governing Law.  This Agreement represents the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior understandings, written or oral, among the parties hereto.  This Agreement may only be modified or amended by a subsequent written agreement signed by an authorized representative of Licensor and by Licensee.  This Agreement shall be governed by the laws of the State of TEXAS applicable to contracts made and to be performed in such state, without regard to conflicts of laws principles.  Any action arising out of or in connection with this Agreement or the conduct, acts or activities of the parties hereunder shall be brought in the federal or state courts located in Nueces County, and the parties hereby submit to the exclusive jurisdiction of those courts and consent to venue in those courts for any such actions or proceedings.

B.Notices.  Notices by Licensor and Licensee to each other shall be deemed duly given if (i) delivered personally with a signed receipt evidencing such delivery, (ii) transmitted by telecopier with confirmation of transmission, (iii) mailed by certified mail, return receipt requested, postage prepaid, or (iii) delivered by duly recognized air courier service to the addresses indicated in the opening paragraph hereof.  All notices sent to Licensor shall be sent to the attention of General Manager and also to Global Spectrum, 3601 S. Broad Street, Philadelphia, Pennsylvania  Attn: General Counsel.

  

C.Assignment.  This Agreement shall not be assigned nor shall Licensee’s right to use the Premises be sublicensed by Licensee without the prior written consent of Licensor in each instance, which may be withheld in Licensor's sole discretion.  Licensor may assign this Agreement at any time to any party including, without limitation, any successor owner or operator of the Premises.

D.No Agency.  The relationship between Licensor and Licensee is that of independent contractors and not agents or employees.  Under no circumstances shall this license be considered a contract of partnership or joint venture.  Neither party shall be liable for any of the debts, accounts, obligations or other liabilities of the other party, its agents or employees, and neither party shall have any authority to obligate or bind the other party in any manner except as may be expressly provided herein.  

E.Waivers.  No waiver shall be effective unless in writing and executed by the party to be charged with such waiver.  No waiver shall be deemed a continuing waiver in respect of any subsequent breach or default, whether of similar or dissimilar nature, unless expressly so stated in writing.

F.Severability.  The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

G.Effectiveness of Agreement.  This Agreement will not be effective or binding upon Licensor until it has been executed and delivered by Licensor.

[END OF AGREEMENT]