Common use of Capital Improvement Fund Clause in Contracts

Capital Improvement Fund. 5.5.1. Commencing with the month during which the fifth (5th) anniversary of the Rent Commencement Date occurs, and continuing until five (5) years prior to the expiration of the Term of the Lease, Tenant shall establish and maintain a reserve fund (the “Capital Improvement Fund”) in accordance with the provisions of this Section 5.5 designated to pay for Permitted Capital Expenditures (as defined below) for the Improvements. Tenant and County agree and acknowledge that the purpose of the Capital Improvement Fund shall be to provide sufficient funds to pay for the costs of major replacements, renovations or significant upgrades of or to the Improvements, including without limitation building facade or structure and major building systems (such as HVAC, mechanical, electrical, plumbing, vertical transportation, security, communications, structural or roof) that significantly affect the capacity, efficiency, useful life or economy of operation of the Improvements or their major systems, after the completion of the Improvements (“Permitted Capital Expenditure(s)”). The Capital Improvement Fund shall not be used to fund any portion of the cost of the Improvements. In addition, Permitted Capital Expenditures shall not include the cost of periodic, recurring or ordinary maintenance expenditures or maintenance, repairs or replacements that keep the Improvements in an ordinarily efficient operating condition, but that do not significantly add to their value or appreciably prolong their useful life. Permitted Capital Expenditures must constitute capital replacements, improvements or equipment under generally accepted accounting principles consistently applied or constitute qualifying aesthetic improvements. Permitted Capital Expenditures shall not include costs for any necessary repairs to remedy any broken or damaged Improvements, all of which costs shall be separately funded by Tenant. All specific purposes and costs for which Tenant desires to utilize amounts from the Capital Improvement Fund shall be at Tenant’s reasonable discretion and subject to Chief Real Estate Officer's approval as provided for in Section 5.6.4, below. Tenant shall furnish to the Chief Real Estate Officer applicable invoices, evidence of payment and other back-up materials concerning the use of amounts from the Capital Improvement Fund. 5.5.2. The Capital Improvement Fund shall be held in an account established with an Institutional Lender acceptable to the County, into which deposits shall be made by Tenant pursuant to this Section 5.5. Tenant shall have the right to partly or fully satisfy the Capital Improvement Fund obligations of this Section 5.5 with capital improvement reserves required by Tenant's Leasehold Mortgagee, as long as such capital improvement reserves are in all material respects administered in accordance, and otherwise comply, with the terms, provisions and requirements of this Section 5.1. 5.5.3. Commencing on the fifteenth (15th) day of the month during which the fifth (5th) anniversary of the Rent Commencement Date occurs, and continuing on or before the fifteenth (15th) day of each month thereafter until five (5) years prior to the expiration of the Term, Tenant shall make a monthly deposit to the Capital Improvement Fund in an amount equal to one percent (1%) of total Monthly Rent for the previous month. All interest and earnings on the Capital Improvement Fund shall be added to the Capital Improvement Fund, but shall not be treated as a credit against the Capital Improvement Fund deposits required to be made by Tenant pursuant to this Section 5.5. 5.5.4. Disbursements shall be made from the Capital Improvement Fund only for costs which satisfy the requirements of this Section 5.5. For the purpose of obtaining the Chief Real Estate Officer's prior approval of any Capital Improvement Fund disbursements, Tenant shall submit to the Chief Real Estate Officer on an annual calendar year basis a capital expenditure plan for the upcoming three (3) year period which details the amount and purpose of anticipated Capital Improvement Fund expenditures (“Capital Improvement Plan”). Chief Real Estate Officer shall approve or disapprove such Capital Improvement Plan within thirty (30) days of receipt, which approval shall not be unreasonably withheld, conditioned or delayed. Any expenditure set forth in the approved Capital Improvement Plan shall be considered pre-approved by County (but only up to the amount of such expenditure set forth in the Capital Improvement Plan) for the duration of the upcoming year. Tenant shall have the right during the course of each year to submit to the Chief Real Estate Officer for the Chief Real Estate Officer's approval revisions to the then current Capital Improvement Plan, or individual expenditures not noted on the previously submitted Capital Improvement Plan. In the event of an unexpected emergency that necessitates a Permitted Capital Expenditure not contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds from the Capital Improvement Fund with contemporaneous or prior (if possible) written notice to the County and provide applicable documentation to the Chief Real Estate Officer thereafter for approval. If the Chief Real Estate Officer disapproves the emergency expenditure, Tenant shall refund the amount taken from the Capital Improvement Fund within thirty (30) days of written notice from the County of its decision. 5.5.5. All amounts then existing in the Capital Improvement Fund shall be expended for Permitted Capital Expenditures prior to the expiration of the Term, if any funds remain at the end of the Term, then the funds shall revert to the County. 5.5.6. Notwithstanding anything above to the contrary, if Tenant incurs expenditures that constitute Permitted Capital Expenditures but which are not funded out of the Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant may credit the Permitted Capital Expenditures so funded by Tenant out of its own funds against future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the Tenant.

Capital Improvement Fund. 5.5.15.6.1. Commencing with the month during which the fifth (5th) anniversary of the Rent Commencement Stabilization Date occurs, and continuing until five (5) years prior to the expiration of the Term of the Lease, Tenant shall establish and maintain a reserve fund (the “"Capital Improvement Fund”") in accordance with the provisions of this Section 5.5 5.6 designated to pay for Permitted Capital Expenditures (as defined below) for the Improvements. Tenant and County agree and acknowledge that the purpose of the Capital Improvement Fund shall be to provide sufficient funds to pay for the costs of major replacements, renovations or significant upgrades of or to the Improvements, including without limitation building facade or structure and major building systems (such as HVAC, mechanical, electrical, plumbing, vertical transportation, security, communications, structural or roof) that significantly affect the capacity, efficiency, useful life or economy of operation of the Improvements or their major systems, after the completion of the Initial Improvements (“Permitted Capital Expenditure(s)”). The Capital Improvement Fund shall not be used to fund any portion of the cost of the Initial Improvements. In addition, Permitted Capital Expenditures shall not include the cost of periodic, recurring or ordinary maintenance expenditures or maintenance, repairs or replacements that keep the Improvements in an ordinarily efficient operating condition, but that do not significantly add to their value or appreciably prolong their useful life. Permitted Capital Expenditures must constitute capital replacements, improvements or equipment under generally accepted accounting principles consistently applied or constitute qualifying aesthetic improvements. Permitted Capital Expenditures shall not include costs for any necessary repairs to remedy any broken or damaged Improvements, all of which costs shall be separately funded by Tenant. All specific purposes and costs for which Tenant desires to utilize amounts from the Capital Improvement Fund shall be at Tenant’s reasonable discretion and subject to Chief Real Estate Officer's approval as provided for in Sub-Section 5.6.4, below. Tenant shall furnish to the Chief Real Estate Officer applicable invoices, evidence of payment and other back-up materials concerning the use of amounts from the Capital Improvement Fund. 5.5.25.6.2. The Capital Improvement Fund shall be held in an account established with an Institutional Lender acceptable to the County, into which deposits shall be made by Tenant pursuant to this Section 5.55.7. Tenant shall have the right to partly or fully satisfy the Capital Improvement Fund obligations of this Section 5.5 5.7 with capital improvement reserves required by Tenant's Leasehold Mortgagee, as long as such capital improvement reserves are in all material respects administered in accordance, and otherwise comply, with the terms, provisions and requirements of this Section 5.15.6. 5.5.35.6.3. Commencing on the fifteenth (15th) day of the month during which the fifth (5th) anniversary of the Rent Commencement Stabilization Date occurs, and continuing on or before the fifteenth (15th) day of each month thereafter until five (5) years prior to the expiration of the Term, Tenant shall make a monthly deposit to the Capital Improvement Fund in an amount equal to one percent (1%) of total Monthly Rent for the previous month. All interest and earnings on the Capital Improvement Fund shall be added to the Capital Improvement Fund, but shall not be treated as a credit against the Capital Improvement Fund deposits required to be made by Tenant pursuant to this Section 5.55.6. 5.5.45.6.4. Disbursements shall be made from the Capital Improvement Fund only for costs which satisfy the requirements of this Section 5.55.6. For the purpose of obtaining the Chief Real Estate Officer's prior approval of any Capital Improvement Fund disbursements, Tenant shall submit to the Chief Real Estate Officer on an annual calendar year basis a capital expenditure plan for the upcoming three (3) year period which details the amount and purpose of anticipated Capital Improvement Fund expenditures (“Capital Improvement Plan”). Chief Real Estate Officer shall approve or disapprove such Capital Improvement Plan within thirty (30) days of receipt, which approval shall not be unreasonably withheld, conditioned or delayed. Any expenditure set forth in the approved Capital Improvement Plan shall be considered pre-approved by County (but only up to the amount of such expenditure set forth in the Capital Improvement Plan) for the duration of the upcoming year. Tenant shall have the right during the course of each year to submit to the Chief Real Estate Officer for the Chief Real Estate Officer's approval revisions to the then current Capital Improvement Plan, or individual expenditures not noted on the previously submitted Capital Improvement Plan. In the event of an unexpected emergency that necessitates a Permitted Capital Expenditure not contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds from the Capital Improvement Fund with contemporaneous or prior (if possible) written notice to the County and provide applicable documentation to the Chief Real Estate Officer thereafter for approval. If the Chief Real Estate Officer disapproves the emergency expenditure, Tenant shall refund the amount taken from the Capital Improvement Fund within thirty (30) days of written notice from the County of its decision. 5.5.55.6.5. All amounts then then-existing in the Capital Improvement Fund shall either be expended for Permitted Capital Expenditures not later than five (5) years prior to the expiration of the Term, if any funds remain at the end Term of the Term, then the funds shall revert Lease or Tenant may transfer such Capital Improvement Fund to the CountyRestoration Fund required under Section 5.4.2. 5.5.65.6.6. Notwithstanding anything above to the contrary, if Tenant incurs expenditures that constitute Permitted Capital Expenditures but which are not funded out of the Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant may credit the Permitted Capital Expenditures so funded by Tenant out of its own funds against future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the Tenant.

Capital Improvement Fund. 5.5.1. Commencing with the month during which the fifth (5th) anniversary of the Annual Rent Commencement Date occurs, and continuing until five (5) years prior to the expiration of the Term of the Lease, Tenant shall establish and maintain a reserve fund (the “"Capital Improvement Fund”") in accordance with the provisions of this Section 5.5 5.6 designated to pay for Permitted Capital Expenditures (as defined below) for the Improvements. Tenant and County agree and acknowledge that the purpose of the Capital Improvement Fund shall be to provide sufficient funds to pay for the costs of major replacements, renovations or significant upgrades of or to the Improvements, including without limitation building facade or structure and major building systems (such as HVAC, mechanical, electrical, plumbing, vertical transportation, security, communications, structural or roof) that significantly affect the capacity, efficiency, useful life or economy of operation of the Improvements or their major systems, after the completion of the Initial Improvements (“Permitted Capital Expenditure(s)”). The Capital Improvement Fund shall not be used to fund any portion of the cost of the Initial Improvements. In addition, Permitted Capital Expenditures shall not include the cost of periodic, recurring or ordinary maintenance expenditures or maintenance, repairs or replacements that keep the Improvements in an ordinarily efficient operating condition, but that do not significantly add to their value or appreciably prolong their useful life. Permitted Capital Expenditures must constitute capital replacements, improvements or equipment under generally accepted accounting principles consistently applied or constitute qualifying aesthetic improvements. Permitted Capital Expenditures shall not include costs for any necessary repairs to remedy any broken or damaged Improvements, all of which costs shall be separately funded by Tenant. All specific purposes and costs for which Tenant desires to utilize amounts from the Capital Improvement Fund shall be at Tenant’s reasonable discretion and subject to Chief Real Estate Officer's approval as provided for in Section 5.6.4, below. Tenant shall furnish to the Chief Real Estate Officer applicable invoices, evidence of payment and other back-up materials concerning the use of amounts from the Capital Improvement Fund. 5.5.2. The Capital Improvement Fund shall be held in an account established with an Institutional Lender acceptable to the County, into which deposits shall be made by Tenant pursuant to this Section 5.55.6. Tenant shall have the right to partly or fully satisfy the Capital Improvement Fund obligations of this Section 5.5 5.6 with capital improvement reserves required by Tenant's Leasehold Mortgagee, as long as such capital improvement reserves are in all material respects administered in accordance, and otherwise comply, with the terms, provisions and requirements of this Section 5.15.6. 5.5.3. Commencing on the fifteenth (15th) day of the month during which the fifth (5th) anniversary of the Annual Rent Commencement Date occurs, and continuing on or before the fifteenth (15th) day of each month thereafter until five (5) years prior to the expiration of the Term, Tenant shall make a monthly deposit to the Capital Improvement Fund in an amount equal to one percent (1%) of total Monthly Rent for the previous month. All interest and earnings on the Capital Improvement Fund shall be added to the Capital Improvement Fund, but shall not be treated as a credit against the Capital Improvement Fund deposits required to be made by Tenant pursuant to this Section 5.55.6. 5.5.4. Disbursements shall be made from the Capital Improvement Fund only for costs which satisfy the requirements of this Section 5.55.6. For the purpose of obtaining the Chief Real Estate Officer's prior approval of any Capital Improvement Fund disbursements, Tenant shall submit to the Chief Real Estate Officer on an annual calendar year basis a capital expenditure plan for the upcoming three (3) year period which details the amount and purpose of anticipated Capital Improvement Fund expenditures (“Capital Improvement Plan”). Chief Real Estate Officer shall approve or disapprove such Capital Improvement Plan within thirty (30) days of receipt, which approval shall not be unreasonably withheld, conditioned or delayed. Any expenditure set forth in the approved Capital Improvement Plan shall be considered pre-approved by County (but only up to the amount of such expenditure set forth in the Capital Improvement Plan) for the duration of the upcoming year. Tenant shall have the right during the course of each year to submit to the Chief Real Estate Officer for the Chief Real Estate Officer's approval revisions to the then current Capital Improvement Plan, or individual expenditures not noted on the previously submitted Capital Improvement Plan. In the event of an unexpected emergency that necessitates a Permitted Capital Expenditure not contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds from the Capital Improvement Fund with contemporaneous or prior (if possible) written notice to the County and provide applicable documentation to the Chief Real Estate Officer thereafter for approval. If the Chief Real Estate Officer disapproves the emergency expenditure, Tenant shall refund the amount taken from the Capital Improvement Fund within thirty (30) days of written notice from the County of its decision. 5.5.5. All amounts then existing in the Capital Improvement Fund shall be expended for Permitted Capital Expenditures not later than five (5) years prior to the expiration of the Term, if any funds remain at the end of the Term, then the funds shall revert to the County. 5.5.6. Notwithstanding anything above to the contrary, if Tenant incurs expenditures that constitute Permitted Capital Expenditures but which are not funded out of the Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant may credit the Permitted Capital Expenditures so funded by Tenant out of its own funds against future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the Tenant.

Capital Improvement Fund. 5.5.1. Commencing with the month during which the fifth (5th) anniversary of the Annual Rent Commencement Date occurs, and continuing until five one (51) years year prior to the expiration of the Term of the Lease, Tenant shall establish and maintain a reserve fund (the “"Capital Improvement Fund”") in accordance with the provisions of this Section 5.5 designated to pay for Permitted Capital Expenditures (as defined below) for the Improvements. Tenant and County agree and acknowledge that the purpose of the Capital Improvement Fund shall be to provide sufficient funds to pay for the costs of major replacements, renovations or significant upgrades of or to the Improvements, including without limitation building facade or structure and major building systems (such as HVAC, mechanical, electrical, plumbing, vertical transportation, security, communications, structural or roof) that significantly affect the capacity, efficiency, useful life or economy of operation of the Improvements or their major systems, after the completion of the Initial Improvements (“Permitted Capital Expenditure(s)”). The Capital Improvement Fund shall not be used to fund any portion of the cost of the Initial Improvements. In addition, Permitted Capital Expenditures shall not include the cost of periodic, recurring or ordinary maintenance expenditures or maintenance, repairs or replacements that keep the Improvements in an ordinarily efficient operating condition, but that do not significantly add to their value or appreciably prolong their useful life. Permitted Capital Expenditures must constitute capital replacements, improvements or equipment under generally accepted accounting principles consistently applied or constitute qualifying aesthetic improvements. Permitted Capital Expenditures shall not include costs for any necessary repairs to remedy any broken or damaged Improvements, all of which costs shall be separately funded by Tenant. All specific purposes and costs for which Tenant desires to utilize amounts from the Capital Improvement Fund shall be at Tenant’s reasonable discretion and subject to Chief Real Estate Officer's approval as provided for in Section 5.6.45.5.4, below. Tenant shall furnish to the Chief Real Estate Officer applicable invoices, evidence of payment and other back-up materials concerning the use of amounts from the Capital Improvement Fund. 5.5.2. The Capital Improvement Fund shall be held in an account established with an Institutional Lender acceptable to the County, into which deposits shall be made by Tenant pursuant to this Section 5.5. Tenant shall have the right to partly or fully satisfy the Capital Improvement Fund obligations of this Section 5.5 with capital improvement reserves required by Tenant's Leasehold Mortgagee, as long as such capital improvement reserves are in all material respects administered in accordance, and otherwise comply, with the terms, provisions and requirements of this Section 5.15.5. 5.5.3. Commencing on the fifteenth (15th) day of the month during which the fifth (5th) anniversary of the Annual Rent Commencement Date occurs, and continuing on or before the fifteenth (15th) day of each month thereafter until five one (51) years prior to the expiration of the Term, Tenant shall make a monthly deposit to the Capital Improvement Fund in an amount equal to one percent (1%) of total Monthly Rent for the previous month. All interest and earnings on the Capital Improvement Fund shall be added to the Capital Improvement Fund, but shall not be treated as a credit against the Capital Improvement Fund deposits required to be made by Tenant pursuant to this Section 5.5. 5.5.4. Disbursements shall be made from the Capital Improvement Fund only for costs which satisfy the requirements of this Section 5.5. For the purpose of obtaining the Chief Real Estate Officer's prior approval of any Capital Improvement Fund disbursements, Tenant shall submit to the Chief Real Estate Officer on an annual calendar year basis a capital expenditure plan for the upcoming three (3) year period which details the amount and purpose of anticipated Capital Improvement Fund expenditures (“Capital Improvement Plan”). Chief Real Estate Officer shall approve or disapprove such Capital Improvement Plan within thirty (30) days of receipt, which approval shall not be unreasonably withheld, conditioned or delayed. Any expenditure set forth in the approved Capital Improvement Plan shall be considered pre-approved by County (but only up to the amount of such expenditure set forth in the Capital Improvement Plan) for the duration of the upcoming year. Tenant shall have the right during the course of each year to submit to the Chief Real Estate Officer for the Chief Real Estate Officer's approval revisions to the then current Capital Improvement Plan, or individual expenditures not noted on the previously submitted Capital Improvement Plan. In the event of an unexpected emergency that necessitates a Permitted Capital Expenditure not contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds from the Capital Improvement Fund with contemporaneous or prior (if possible) written notice to the County and provide applicable documentation to the Chief Real Estate Officer thereafter for approval. If the Chief Real Estate Officer disapproves the emergency expenditure, Tenant shall refund the amount taken from the Capital Improvement Fund within thirty (30) days of written notice from the County of its decision. 5.5.5. All amounts then existing in the Capital Improvement Fund shall be expended for Permitted Capital Expenditures prior to the expiration of the Term, if . If this Lease is terminated for any funds remain at reason prior to the end of the Term, then any funds remaining in the Capital Improvement Fund as of the date of termination shall be released to County in addition to any other rights or remedies that County may have with respect to such early termination of the Lease. Furthermore, the balance of any funds remaining in the Capital Improvement Fund upon the expiration of the Term of this Lease shall revert be delivered to the County. 5.5.6. Notwithstanding anything above to the contrary, if Tenant incurs expenditures that constitute Permitted Capital Expenditures but which are not funded out of the Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant may credit the Permitted Capital Expenditures so funded by Tenant out of its own funds against future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the Tenant.

Capital Improvement Fund. 5.5.1. Commencing with the month (the “First Deposit Month”) following the month during which the fifth (5th) anniversary earliest of the Rent Commencement date of the substantial completion of the Landside Improvements, the date of the substantial completion of the Waterside Improvements, or the Required Completion Date occurs, and continuing until five (5) years prior to during the expiration of the remaining Term of the Lease, Tenant Lessee shall establish and maintain a reserve fund (the “Capital Improvement Fund”) in accordance with the provisions of this Section 5.5 designated to pay 5.13 for the cost of Permitted Capital Expenditures (as defined below) for the ImprovementsPremises. Tenant Lessee and County agree and acknowledge that the purpose of the Capital Improvement Fund shall be to provide sufficient funds to pay for the costs of major additions, replacements, renovations or significant upgrades of or to the ImprovementsImprovements on the Premises, including without limitation building facade or structure exteriors and major building systems (such as HVAC, mechanical, electrical, plumbing, vertical transportation, security, communicationssecurity and communications systems, structural components, heavy equipment attached to and constituting a part of the building (such as attached cranes, lifts, slings, racking system, fueling system and equipment), or roof) that significantly affect increase the capacity, efficiency, useful life or economy of operation of the Improvements or their major systems, after the completion of the Improvements Redevelopment Work (“Permitted Capital Expenditure(s)Expenditures”). The Permitted Capital Improvement Fund Expenditures shall not be used to fund include any portion of costs for the cost of Redevelopment Work or the ImprovementsSubsequent Renovation. In addition, Permitted Capital Expenditures shall not include the cost of periodic, recurring or ordinary maintenance expenditures or maintenanceexpenditures, repairs or replacements that keep the Improvements buildings or their major systems in an ordinarily efficient operating condition, but that do not significantly add to their value or appreciably prolong their useful life. Permitted Capital Expenditures must constitute capital replacements, improvements or equipment under generally accepted accounting principles consistently applied or constitute qualifying aesthetic improvements. Permitted Capital Expenditures shall not include costs for any necessary repairs to remedy any broken or damaged Improvements, all of which costs shall be separately funded by Tenant. All specific purposes and costs for which Tenant desires to utilize amounts from the Capital Improvement Fund shall be at Tenant’s reasonable discretion and subject to Chief Real Estate Officer's approval as provided for in Section 5.6.4, below. Tenant shall furnish to the Chief Real Estate Officer applicable invoices, evidence of payment and other back-up materials concerning the use of amounts from the Capital Improvement Fund. 5.5.2. The Capital Improvement Fund shall be held in an account established with an Institutional Lender acceptable to the County, into which deposits shall be made by Tenant pursuant to this Section 5.5. Tenant shall have the right to partly or fully satisfy the Capital Improvement Fund obligations of this Section 5.5 with capital improvement reserves required by Tenant's Leasehold Mortgagee, as long as such capital improvement reserves are in all material respects administered in accordance, and otherwise comply, with the terms, provisions and requirements of this Section 5.1. 5.5.3applied. Commencing on the fifteenth (15th) day of the month during which the fifth (5th) anniversary of the Rent Commencement Date occurs, First Deposit Month and continuing on or before the fifteenth (15th) day of each month thereafter until five (5) years prior to during the expiration of the remaining Term, Tenant Lessee shall make a monthly deposit to the Capital Improvement Fund in an amount equal to one one-half percent (10.50%) of total Monthly Rent Gross Receipts and Gross Revenues for the previous month. All interest and earnings on the Capital Improvement Fund shall be added to the Capital Improvement Fund, but shall not be treated as a credit against the Capital Improvement Fund deposits required to be made by Tenant Lessee pursuant to this Section 5.5. 5.5.45.13. The Capital Improvement Fund shall be held in an account established with a reputable financial institution (including Lessee’s Encumbrance Holder) acceptable to Director into which deposits shall be made by Lessee (and/or into which Lessee’s Encumbrance Holder shall provide funds) pursuant to this Section 5.13. The amounts to be added to the Capital Improvement Fund shall be inclusive of amounts required to be deposited with and held by an Encumbrance Holder, provided that the Encumbrance Holder acknowledges that such amounts are subject to the requirements and shall be made available for the purposes of this Section 5.13. Disbursements shall be made from the Capital Improvement Fund only for costs for Permitted Capital Expenditures which have been incurred by Lessee following the first anniversary of the Completion Date and which are approved by Director and satisfy the requirements of this Section 5.55.13. For the purpose of obtaining the Chief Real Estate Officer's Director’s prior approval of any Capital Improvement Fund disbursements, Tenant Lessee shall submit to the Chief Real Estate Officer Director on an annual calendar year basis a capital expenditure plan for the upcoming three (3) year period which details the amount and purpose of anticipated Capital Improvement Fund expenditures (“Capital Improvement Plan”). Chief Real Estate Officer shall approve or disapprove such Capital Improvement Plan within thirty (30) days of receiptfor which Lessee requests Director’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Any anticipated expenditure set forth in the such capital expenditure plan which is approved by Director as an acceptable Capital Improvement Plan Fund disbursement shall be considered pre-approved by County Director (but only up to the amount of such expenditure set forth in the Capital Improvement Planannual capital expenditure plan) for the duration of the upcoming year. Tenant Lessee shall have the right during the course of each year to submit to the Chief Real Estate Officer Director for the Chief Real Estate Officer's Director’s approval revisions to the then current Capital Improvement Plancapital expenditure plan in effect for such year, or individual expenditures not noted on the previously submitted Capital Improvement Plancapital expenditure plan. In Prior to the event disbursement of an unexpected emergency that necessitates a Permitted Capital Expenditure not contemplated by the Capital Improvement Plan, the Tenant may complete such work using the funds any amounts from the Capital Improvement Fund with contemporaneous or prior (if possible) written notice Fund, Lessee shall furnish to Director applicable invoices, evidence of payment and other back-up materials reasonably acceptable to Director concerning the County and provide applicable documentation to the Chief Real Estate Officer thereafter for approval. If the Chief Real Estate Officer disapproves the emergency expenditure, Tenant shall refund the amount taken use of amounts from the Capital Improvement Fund within thirty (30) days of written notice from the County of its decision. 5.5.5Fund. All then-existing amounts then existing in the Capital Improvement Fund shall be expended for Permitted Capital Expenditures not later than five (5) years prior to the expiration of the TermTerm of the Lease. Thereafter, if any funds remain County elects to require Lessee to remove the Improvements at the end of the TermTerm and requires Lessee to provide a Removal Security Fund to secure its obligation to perform such removal obligations in accordance with subsection 2.3.2 of this Lease, then Lessee shall have the funds shall revert right to contribute the deposits thereafter required to be made by Lessee under this Section 5.13 towards Lessee’s obligations to fund the Removal Security Fund in subsection 2.3.2, but only if and to the County. 5.5.6. Notwithstanding anything above to the contrary, if Tenant incurs expenditures extent that constitute Permitted Capital Expenditures but which there are not funded out of sufficient funds made available in the Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant may credit the for any needed Permitted Capital Expenditures so funded Expenditures, as determined by Tenant out of its own funds against future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the TenantDirector in Director’s sole and absolute discretion.