AC34 Host and Venue Agreement (cont...)

November 10, 2010

19. Miscellaneous.

19.1 Except as expressly provided otherwise in this Agreement or agreed in writing by the parties, each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement.

19.2 No delay or forbearance by either party to exercise or enforce any of its rights or remedies shall operate as a waiver by that party of any such rights or remedies.

19.3 No party may assign, transfer, charge, encumber, subcontract or sub-license any of its rights or obligations hereunder without the prior written consent of the other parties. However, the Authority may assign any or all of its rights and obligations under this Agreement without consent to GGYC or any of the Authority Affiliates. No assignment or delegation shall relieve the parties’ of their obligations under this Agreement.

19.4 Nothing in this Agreement is intended to, or shall be deemed to, create constitute a joint venture or partnership between the parties or authorize any party to act as agent any other party. Neither party shall act in the name of, on behalf of or otherwise bind, or purport to bind, the other party.

19.5 This Agreement (including the Exhibits and Schedules hereto, which are by this reference incorporated herein) constitutes the whole agreement between the parties and supersedes any previous agreement, understanding or arrangement between them relating to the subject matter of this Agreement.

19.6 Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.

19.7 If any provision, or any part of any provision, of this Agreement shall be held to be invalid, illegal or unenforceable: (i) such provision, or such part, shall be severed without effect to the remainder of the provisions, and the remainder of such provision, which shall continue in full force and effect; and (ii) the parties shall immediately commence good faith negotiations to remedy such invalidity, illegality or unenforceability through the substitution of a valid, legal and enforceable provision, or part of a provision, which achieves, to the greatest extent possible, the economic, legal and commercial objectives of the invalid or unenforceable provision, or part thereof.

19.8 This Agreement may not be varied, amended or modified except by an agreement in writing expressed to be a variation, amendment or modification of this Agreement signed by a duly authorized representative of each party.

19.9 All notices required or permitted under this Agreement shall be in writing and shall be sent by facsimile (to the facsimile number specified below), hand delivery, certified mail or overnight courier, to the attention of the party specified below. The date of transmittal if transmitted by facsimile (provided an appropriate confirmation is obtained) or the date of receipt if by hand delivery, certified mail or overnight courier shall be deemed the date the notice or statement is given. If transmitted by facsimile, a copy of any such notice shall also be sent by certified mail, return receipt. Notices shall be sent to the following addresses:

20. Definitions and Interpretation.

20.1 As used in this Agreement, the following words and phrases are defined terms and shall have the meanings as described below:

“America’s Cup World Series” shall mean the regattas described in Section 1(l) of the Protocol.

“America’s Cup Challenger Series” shall mean the series of races described in Article 25 of the Protocol.

“America’s Cup Defender Series” shall mean the series of races described in Article 26 of the Protocol.

“ACPI” has the meaning given it in Section 13.1.

“ACRM” has the meaning given it in Recital C.

“America’s Cup Village” has the meaning given it in Section 1(k) of the Protocol.

“AC 34” has the meaning given it in Recital A.

“Advertising Plan” has the meaning given it in Section 10.1.

“Agreement” means this Agreement and any amendments hereto signed by the Parties.

“Ambush Marketing Action Plan has the meaning given it in Section 10.4.

“Authority” means the entity so identified in the Preamble to this Agreement.

“Authority Affiliates” shall mean ACRM and any entities from time to time controlled by, or under common control of the Event Authority or ACRM, where control means ownership, directly or indirectly, of at least 51% of the outstanding voting securities or capital stock of such entity, or any other comparable equity or ownership.

“Authority Users” has the meaning given it in Section 5.2(g).

“Bond” has the meaning given it in Section 9.3.

“Brand Manual” means the manual to be issued by the Authority setting out, among other things, the rules and specifications for the reproduction and use of marks, designations and logos in connection with AC 34 (including the rules and specifications applicable to the use of the Event name and of any Event Logo by the City and/or the Committee).

“Breach” means the failure of any party to perform its material and mandatory obligations under this Agreement, where such failure continues for more than thirty days after written notice of default from any other party, which notice shall specify both the default and the acts necessary to cure such default; provided, that where than thirty days reasonably is required to cure such default, no Breach shall occur so long as the party in default promptly commences and diligently and continuously pursues to completion all actions necessary to cure such default.

“CEQA” has the meaning given it in Recital G.

“City” means the entity so identified in the Preamble to this Agreement.

“City’s Agents” has the meaning given it in Section 5.2(g).

“CNR” means the entity so identified in the Preamble to this Agreement.

“Commercial Affiliates” means any entity to which the Authority grants any marketing or commercial rights in relation to AC34, including an Event Sponsor.

“Committee Persons” has the meaning given it in Section 17.3(a).

“Competitor” has the meaning given in Section 1(p) of the Protocol.

“Course Area” has the meaning given in Section 1(r) of the Protocol.

“DDAs” has the meaning given it in Recital H.

“Deed of Gift” has the meaning given it in Recital H.

“ENA” has the meaning given it in Section 5.1(a).

“Event” has the meaning given it in Recital H.

“Event Airspace” has the meaning given it in Section 4.2.

“Event Logo” has the meaning given it in Section 13.3.

“Event Plan” has the meaning given it in Section 2.1(a).

“Event Sponsors” means persons or entities who have entered into sponsorship agreements in relation to the Event with the Authority, and who are recognized as such by the Authority.

“Event Waterspace” has the meaning given it in Section 4.1.

“GGYC” has the meaning given it in Recital A.

“Governmental Authorities” (and “Governmental Authority)” have the meanings given them in Section 1.2.

“ICC” has the meaning given it in Section 18.3.

“IFD” has the meaning given it in Section 7.1(g).

“Infrastructure Work” has the meaning given it in Section 6.4.

“Intellectual Property Interests” has the meaning given it in Section 13.1.

“Intergovernmental Task Force” has the meaning given it in Section 1.3.

“Legacy Leases” has the meaning given it in Section 7.1.

“Long Term Venues” has the meaning given it in Section 5.1(a).

“Losses” means losses, damages, claims, settlements, costs, expenses (including legal and professional costs) and liabilities of whatsoever nature and howsoever arising.

“Match” has the meaning given in Section 1(ii) of the Protocol.

“Minimum Scope” has the meaning given it in Section 6.3.

“MOU” has the meaning given it in Section 1.2.

“Official” has the meaning given in Section 1(mm) of the Protocol.

“Official Website” has the meaning given it in Section 11.2.

“Protocol” has the meaning given it in Recital B.

“Public Trust” has the meaning given it in Section 7.1(h).

“Racing Area” has the meaning given in Section 1(mm) of the Protocol.

“Regatta” has the meaning given in Section 1(rr) of the Protocol.

“Security Plan” has the meaning given it in Section 10.7.

“Short Term Venues” has the meaning given it in Section 5.1(b).

“Space Plan” has the meaning given it in Section 2.1(a).

“Sponsorship Program” has the meaning given it in Section 9.1(c).

“Successive Defense Option” has the meaning given it in Section 5.1(a).

“SWL 337 Associates” has the meaning given it in Section 5.1(a).

“Transfer Agreement” has the meaning given it in Section 7.1.

“Venue Leases” has the meaning given it in Section 5.2.

“Venues” has the meaning given it in Recital H.

“Waste Management Plan” has the meaning given it in Section 10.11.

“Water and Air Traffic Plan” has the meaning given it in Section 4.1.

“337 ENA Area” has the meaning given it in Section 5.1(a).

20.2 This Agreement is to be interpreted according to the following:

(a) Headings and subheadings are included for convenience only and shall not be taken into account in interpreting this Agreement;

(b) Unless otherwise noted, references to Sections, Schedules or Exhibits are references to Sections of or Schedules or Exhibits to this Agreement;

(c) The Schedules and Exhibits form an integral part of this Agreement and have the same legal effect as if their provisions were set out in the body of this Agreement;

(d) All references to agreements, documents or other instruments include (subject to all relevant approvals) a reference to that agreement, document or instrument as varied, substituted, novated or assigned from time to time;

(e) References to any legislation shall include references to any legislation which amends, extends, consolidates or replaces the same and shall include any orders, regulations, codes of practice (save in respect of tax), instruments or other subordinate legislation made under such legislation;

(f) Any reference to a time of day shall be a reference to time in San Francisco;

(g) Words importing the singular include the plural and vice versa;

(h) Words importing a particular gender include the other genders;

(i) A reference to a “person” shall include a reference to any natural person, corporation limited liability company, partnership, trust, unincorporated association, and any other entity or association of any nature;

(j) References to “party” mean a party to this Agreement;

(k) An obligation under this Agreement to grant any document shall include an obligation to execute and deliver the same to the intended recipient, together (where appropriate) with full particulars of execution;

(l) Except as may be expressly provided in this Agreement: (i) whenever consent or approval of a party is required, such party shall not unreasonably withhold, condition or delay such consent or approval; (ii) whenever a party is permitted to make a judgment, form an opinion or exercise discretion in taking (or refraining from taking) any action or making any determination, the party shall employ commercially reasonable standards in so doing; and (iii) where performance is to be made to a party’s satisfaction, an objective and reasonable standard shall be employed in regard to such performance;

(m) Wherever this Agreement calls for a party’s “approval”, such approval shall be obtain in advance and in writing signed by the party granting such approval;

(n) Wherever the words “include” or “including” appear in this Agreement, they shall be construed as though the words “without limitation” appear immediately thereafter; and

(o) This Agreement, being the product of negotiations between and among the parties acting with the advice and participation of legal counsel, shall be given a fair and neutral interpretation, and shall not be interpreted more strictly for or against either party and, to the maximum extent permitted by law, each party waives the benefit of any legislative action or judicial or regulatory decision which would require a contrary interpretation of this Agreement.

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AFFIRMATION OF AGREEMENT BY GOLDEN GATE YACHT CLUB

The Golden Gate Yacht Club affirms that it: (i) is the present trustee under the terms of the Deed of Gift governing the America's Cup; (ii) is authorized to select the venue for the 34th America's Cup under the terms of a Protocol Governing the 34th America's Cup agreed between the Golden Gate Yacht Club and Club Nautico di Roma; (iii) has authorized, on its behalf, the America's Cup Event Authority to enter into the foregoing Host City and Venue Agreement with the City and County of San Francisco and the San Francisco America’s Cup Organizing Committee; (iv) in connection with any dissolution or liquidation of the America’s Cup Event Authority it will cause the America’s Cup Event Authority to assign its rights and delegate its duties under the Host City and Venue Agreement to the Golden Gate Yacht Club or its nominee, which shall accept such rights and assume such obligations pursuant to Section 19.3 of the Host City and Venue Agreement; and (v) will exercise sole discretion in selecting the venue for the 34th America's Cup contemplated by said Agreement and by the Protocol.

The Golden Gate Yacht Club
By:___________________________
Name:_________________________
Title:__________________________