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11.WAIVER. The failure of Sports Endeavors or Orange County at any time to demand strict <br /> performance by the other of any terms, covenants or conditions set forth herein, shall not be <br /> construed as a continuing waiver or relinquishment thereof,and either may at any time demand strict <br /> and complete performance by the other of said terms, covenants and conditions. <br /> 12.ASSIGNMENT. Neither Orange County nor Sports Endeavors shall have any right to assign or <br /> transfer any of its rights or obligations hereunder without the express written consent of the other <br /> party, except Sports Endeavors may assign any right or delegate any obligation hereunder to a <br /> wholly-owned subsidiary or to any party to whom Sports Endeavors sells substantially all of its <br /> assets. Any unauthorized attempt at assignment shall be void and unenforceable. <br /> 13.FURTHER ASSURANCES. Each party shall, upon the request of the other and without further <br /> consideration,execute and deliver to such other parties such documents as may be necessary and <br /> proper, and take such other action as may be required,to effectively carry out this Agreement. <br /> 14.INDEPENDENT CONTRACTORS. Both parties shall be independent contractors unto one <br /> another. Nothing herein contained shall be construed to constitute the parties hereto as partners or as <br /> joint venturers,or either as agent of the other,and neither shall have power to obligate or bind the <br /> other in any manner whatsoever. <br /> 15. SIGNIFICANCE OF HEADINGS. Paragraph headings contained hereunder are solely for the <br /> purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in <br /> the construction of this Agreement. Accordingly, in case of any question with respect to the <br /> construction of this Agreement,it is to be construed as though such paragraph headings had been <br /> omitted. <br /> 16. SEVERABILITY. If this Agreement or any of its provisions is found to be illegal or unenforceable <br /> under the law now or hereafter in effect,then the parties shall be excused from the performance of <br /> such portions of this Agreement as shall be found to be illegal or unenforceable under the applicable <br /> laws or regulations,without affecting the validity of the remaining provisions of the Agreement. <br /> 17.FORCE MAJEURE. Neither party shall be liable for any delays,damages nor failure to act caused <br /> by a Force Majeure Event. A Force Majeure Event means an act of God,failure of any <br /> governmental or other regulatory agency or national sport governing body to grant necessary permits <br /> or approvals,threat and/or acts of terrorism,or any similar contingency beyond its control,and any <br /> failure or delay in the performance of the respective obligations of the parties due to a Force Majeure <br /> Event shall not be deemed a breach of this Agreement. <br /> 18.ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between Sports <br /> Endeavors and Orange County relating to the subject matter hereof, and cannot be altered or <br /> modified except by an agreement in writing signed by both parties. Upon its execution,this <br /> Agreement shall supersede all prior negotiations,understandings and agreements regarding the <br /> Facility,whether oral or written,and such prior agreements shall thereupon be null and void without <br /> further legal effect. Any terms inconsistent with or additional to the terms and conditions set forth in <br /> this Agreement which may be included with a purchase order,acknowledgement, invoice or the like, <br /> of either party shall not be binding on the other party hereto. This Agreement may be executed in <br /> two(2)or more counterparts,each of which will be considered an original,but all of which will <br /> Page 6 of 7 <br />