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DRAI ofifor This AGREEMENT FOR NAMING RIGHTS (Ihe “Agreement” is entered into 2001 by and between INVESCO Funds Group, Ine, a Delaware ‘and Metropolitan Football Stadium Distriet "Disrit"); AGREEMENT FOR NAMING RIGHTS sof. corporation (FG WHEREAS, the Districts building a new stadium (the “New Stadium") located ‘at 1701 Bryant Steet inthe City and County of Denver scheduled to be completed and ready for use in the 2001 National Football League ("NFL") season; WHEREAS, the District will own the New Stadium as the home venue for an [NFL football team, known as the Denver Broncos, and fer other sports and entertainment events; WHEREAS, the District has entered into an agreement with SMC and PDB Sports, Lid. forthe Denver Broncos NFL franchise the “Team” or "Denver Broncos") to play pre-season, regula, and post-season home games inthe New Stadium for a period of not less than 30 years; and WHEREAS, the District and IFG entered into a feter agreement dated January 31, 2001, and now desire to enter into an agreement to clrify and supplement the terms under which the District wil grant to IFG exclusive naming rights with respect to the [New Stadium in exchange for the fees and other considerstion being paid by IFG. NOW THEREFORE, in consideration ofthe mal covenants and agreements of the partes herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Naming Rights/Term. IFG shall be the sole and exclusive naming sponsor for the New Stadium and the New Stadium shall be knowa as the “INVESCO Field at ‘Mile High’ (°New Stadium Name”) for twenty (20) years afer the payment ofthe init payment and shall include 20 Denver Broncos football seasons beginning with the 2001/2002 football season (the “Term"). IFG agrees to pay District Annual Rights Fees as et forth in Section 3. ‘The Agreement shall be effective on the date hereof and shall terminate on July 31, 2021. Unless sooner terminated in accordance with provisions set forth elsewhere in this Agreement, IFG and the District agree o enter into negatiations during @ one-year period commencing April 1,2019, concerning a new agre:ment to take effect atthe fermination of this Agreement. In the event that the District and IFG do not reach agreement by the end of such one-year period, other than ss specifically provided herein, JFG shall not have any further obligation to District and Distrit shall not have any futher obligation to IFG, under this Agreement upon the termination of this Agreement 2 Subsequent Events (@) Ifthe New Stadium permanently ceases operation, or no longer isthe permanent home stadium for the Denver Broncos NFL. franchise for any reason prior to 7 DRAFT the expiration ofthe Term, then IFG will have the right to terminate this Agreement effective as of () the date of the last regular season home game played in the New ‘Stadium by the Denver Broncos ifsuch game occurs before the last regularly scheduled regular season home game forthe Team, or (i) the end of the lat District fiscal year of ‘operations of the New Stadium as the home venue tothe Denver Broncos NFL franchise ifthe Broncos play al oftheir regular season home games in the New Stadium, and will thereafier have no farther payment obligations under this Agreement. [fan additional NPL franchise is granted to the State of Colorado within 75 miles of the New Stadium that does not play its pre-season, regular season, and post-season home games in the New Stadium, then IFG will have the right to either re-negotiate or terminate this Agreement ‘upon 90 days written notice. In the event that either (a) IFG is entitled to exercise the termination right set forth inthis Section 2 or (o) the New Stadium is no longer the Permanent home stadium for the Denver Broncos NEL franchise and the date of the lst regular season home game played in the New Stadium by the Team occurs before the last regularly scheduled regular season home game forthe Team, then within ten (10) days after such termination the District shall repay to IFG an amount ofthe Anmual Rights Fee advanced for that year based upon the Pro Rata Refund Formula set forth in Section 5. 3. Rights Fees: (2) Inconsideration forthe rights and services provided by the District under the provisions of this Agreement, on or before August 1, 2001, and then on or before ‘August 1 of each subsequent year during the Term, IFG shall pay to the District annual rights fees (“Annval Rights Fees”) in the amounts and in accordance with the schedule tached hereto as Exhibit A. Ifon August 1, 2001, IFG reasonably determines, based on information provided by the District and for Tear, thatthe New Stadium will not host the ‘Team's initial pre-season, regular season, and post-season games of the 2001-2002 NFL. season, then payment ofthe Annual Rights Fee otherwise payable on August 1, 2001, may be deferred until the first regular season game of the Team is held inthe New Stodium, and such amount shall be decreased by an amount equal tothe product of 52,000,000 and a fraction of which the mumerator is the number of pre-season and regular season. games ofthe Team which are not held in the New Stadium and the denominator is ten (10) To evidence its commitment to this Agreement, upon execution hereof IFG shall pay a good faith deposit of $100,000 (One Hundred Thousand Dollars) to be applied against the first payment due pursuant to Exhibit A; provided, however, that ifthe New Stadium is not completed by August 1, 2002, andor in condition ta host NFL. football games, then the District shall return the deposit to IFG without interest, and IFG shall hhave the righ to either re-negotiat or terminate this Agreement. ()__Interest shall accrue atthe rate of one percent (1.0%) per month on the balance of any Annual Rights Fee that are not paid within five days after notice to TFG that such fees are past du. 4. Additional Sponsorship and Promoti tions. (2) Naming Rights Imaging Elements and Signage. During the Term, the District shal provide IFG with the exclusive imaging elements and permanent signage 2 DRAFT connected to the “INVESCO Field at Mile High” name which have the locations and dimensions generally set forth on Exhibit B to this Agreement. Permanent signage is efined as any fixed signage that is present for all events. The cost of the design, ‘installation, implementation and maintenance of such signage shall be paid by the Distt as acost ofthe New Stadium project. (©) Locations, Dimensions and Designs of Sisnige. The partes agree thatthe specific locations, dimensions and design of the signage and imaging elements set forth in Section 4(a) above are to be mutually agreed upen by theparties not Inter than Apri L, 2001. Subsequent changes to the design of any signage provided pursuant to this ‘Agreement may be proposed hy TRG, subject ta the appraval af the Mistrit, not to be unreasonably withheld or delayed. Subsequent changes tothe size or location of the signage provided pursuant to this Agreement may be propoced by the District or IG, subject to the approval of the other party, not to be unreasorably withheld or delayed. The party requesting the change shall be responsible for any additional costs incurred because ofthe change. (©) Signage and Sponsorship Exclusivity. (1) Except as specifically set forth in this Agreement or unless approved in writing by IFG, the Disitict will not pemit any exterior signage, advertising, or promotion on the New Stadium or, o the extent controlled by the District on the ‘grounds surrounding the New Stadium (including the gates, concourses, parking lots, driveways and roads approaching and surrounding the New Stadium), either temporary or permanent by a company which isin competition with IFG in the sale and promotion of ‘mutual funds (the “Mutual Fund Category”) which includes, snd shall only include, any company whose principal business is the sale or promotion of mutual funds, or whose signage, advertising, or promotion in the New Stadium or on the New Stadium premises identifies the business product adveised and promoted as mutual funds (a “Competing Company”). Ifat any time during the term ofthis agreemert a non-Competing Company, ‘which has entered into an agreement with the District, changes is principal business to that of selling or promoting mutual funds, then the Distret will on thiny (30) days" notice {erminate the sponsorship rights of the Competing Company, except the Competing ‘Company may sponsor certain events in accordance with this paragraph 4. The District agrees to provide that any party entering into an agreement with the Disirit to use the [New Stadium for any event cannot remove, cover or otherwise obscure the view of any signage provided to IFG pursuant to Section (3). @)__ The District agrees that with respect tall evens that are scheduled or hosted by the District or its afiites in the New Stadium during the first, ‘ovo (2) years after the effective date ofthis Agreement that, unless approved in writing by FG, no Competing Company shall be allowed to bea sponsor of any kind for such event. TFG agrees to negotite in good faith the terms upon which national touring events sponsored by a Competing Company would be allowed during this two (2) year period. After two years from the effective date ofthis Agreement, the Distict may bos or schedule upto two (2) events per calendar year in the New Stadium where the 38 DRAFT tte or presenting sponsor Is a Competing Company and may permit without limitation vents where a Competing Company is a secondary sponsor of the event, provided, however, tht the District shall not at any time during the term ofthis Agreement schedule or host any events in the New Stadium where any sponsor is @ company listed ‘on Schedule A-1 to this Agreement. As to those companies listed on Schedule A-2,

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