Common use of Capital Projects Clause in Contracts

Capital Projects. 9.3.1 Without in any way limiting Lessee's obligations under this Article IX, Lessee shall expend during each Lease Year for the Group 3 Facilities, no less than the Annual Minimum Capital Project Amount for each of the Group 3 Facilities for Capital Projects to such Group 3 Facilities. Such Capital Projects shall be performed and completed in compliance with the applicable provisions of this Lease, including the applicable provisions of Article X hereof. Promptly following the expiration of each Lease Year for the Group 3 Facilities, Lessee shall furnish to Lessor reasonable documentary evidence as to the completion of all Capital Projects for such Lease Year required pursuant to this Section 9.3, together with the costs thereof. If Lessee fails to expend during each Lease Year the applicable Annual Minimum Capital Project Amount for Capital Projects to any Group 3 Facility, then, without limiting any rights or remedies afforded Lessor pursuant to the terms of this Lease for a breach by Lessee of its obligation hereunder, Lessee shall promptly deposit with Lessor as a repair and replacement reserve with respect to such Group 3 Facility (a "Replacement Reserve") for Capital Projects to such Group 3 Facility, an amount equal to (a) the Annual Minimum Capital Project Amount for such Group 3 Facility less (b) the sum of (i) the amounts expended by Lessee during such Lease Year on account of Capital Projects to such Group 3 Facility and (ii) the Annual Minimum Capital Project Amount Overage for such Group 3 Facility. So long as no Event of Default or an event or circumstance has occurred which with notice or passage of time, or both, would constitute an Event of Default hereunder has occurred, if (i) a Replacement Reserve has been established for any Group 3 Facility and (ii) Lessee expends in any Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects for such Group 3 Facility, Lessor shall, to the extent funds are available for such purpose in such Replacement Reserve, disburse to Lessee the Capital Project Costs incurred and paid by Lessee during such Lease Year in performing such Capital Projects to such Group 3 Facility in excess of the applicable Annual Minimum Capital Project Amount for such Group 3 Facility for such Lease Year. Any such disbursement from any Replacement Reserve shall be paid by Lessor to Lessee within fifteen (15) days following: (a) receipt by Lessor of a written request from Lessee for disbursement from the Replacement Reserve for such Group 3 Facility and a certification by Lessee in form and substance reasonably satisfactory to Lessor that the applicable item of Capital Project for such Group 3 Facility has been completed; (b) delivery to Lessor of paid invoices, receipts or other evidence reasonably satisfactory to Lessor, verifying (1) the Capital Project Costs for such Capital Project and (2) that Lessee has expended in the applicable Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects for such Group 3 Facility; and (c) delivery to Lessor of affidavits, lien waivers or other evidence satisfactory to Lessor showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Leased Property of such Group 3 Facility have been paid all amounts due for labor and materials furnished to the Leased Property of such Group 3 Facility. Lessor shall not be required to make advances from any Replacement Reserve more frequently than once in any thirty (30) day period. Amounts held in the Replacement Reserve for any Group 3 Facility may not be used to pay for or reimburse Lessee for Capital Project Costs for any other Facility. 9.3.2 No Replacement Reserve shall be or be deemed to be escrow or trust funds, but, at Lessor's option and in Lessor's discretion, may either be held in a separate account or be commingled by Lessor with the general funds of Lessor. Lessee shall not be entitled to any interest on any funds contained in any Replacement Reserve. The Replacement Reserves are solely for the protection of Lessor and the Leased Property of the Group 3 Facilities and entail no responsibility on Lessor's part beyond the payment of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms of this Section 9.3 and beyond the allowing of due credit for the sums actually received. Upon assignment of this Lease by Lessor, any funds in any Replacement Reserve shall be turned over to the assignee and any responsibility of Lessor, as assignor, with respect thereto shall terminate. 9.3.3 If any funds remain in any Replacement Reserve upon the expiration or earlier termination of this Lease with respect to any Group 3 Facility, the same shall be paid over to Lessor as an Additional Charge and Rent under this Lease and shall be in addition to Minimum Rent and all other Additional Charges payable hereunder.

Capital Projects. 9.3.1 Without (a) During the Lease Term, Tenant shall at all times, at its own expense, and subject to reasonable wear and tear, repair and maintain the Facility Premises in any way limiting Lessee's obligations under this Article IXaccordance with the Facility Standard of Care, Lessee including undertaking all necessary Capital Repairs. (b) For all paid tickets for Facility Events (other than Landlord Events), Tenant shall expend during each Lease Year be responsible for the Group 3 Facilities, no less than the Annual Minimum Capital Project Amount collecting a ticket surcharge for each ticket sold by or on behalf of Tenant. For all paid tickets for Landlord Events, Landlord shall be responsible for collecting a ticket surcharge for each ticket sold by or on behalf of Landlord. The initial amount of the Group 3 Facilities for Capital Projects to such Group 3 Facilities. Such Capital Projects ticket surcharge shall be performed and completed in compliance with the applicable provisions of this Lease, including the applicable provisions of Article X hereof. Promptly following the expiration of each Lease Year for the Group 3 Facilities, Lessee shall furnish to Lessor reasonable documentary evidence as equal to the completion ticket surcharge charged for concerts at Jacksonville Veterans Memorial Arena, as established by City Council, but no higher than an initial rate of all Capital Projects for such Lease Year required $3.00. All surcharges collected pursuant to this Section 9.312(b) (the “Ticket Surcharges”) shall be deposited and used in accordance with Section 12 hereof. Landlord may increase the Ticket Surcharges every year, together with by an amount not to exceed the lesser of (A) 4%, or (B) the increase in CPI for the 12-month period ended September 30 of the previous year times one-half of the maximum amount of the Ticket Surcharges in the preceding year. (c) On or before April 30th and October 31st of each calendar year during the Lease Term, Landlord and Tenant shall deposit all of the Ticket Surcharges collected by such party during the six (6) month period ending March 31 and September 30, respectively, into a dedicated account held by Landlord and in Landlord’ name (the “Facility Capital Fund”) to be applied to pay the costs thereof. If Lessee fails to expend during each Lease Year the applicable Annual Minimum Capital Project Amount for Capital Projects to any Group 3 Facility, then, without limiting any rights or remedies afforded Lessor pursuant to the terms of this Lease for a breach by Lessee of its obligation hereunder, Lessee shall promptly deposit with Lessor as a repair and replacement reserve with respect to such Group 3 Facility (a "Replacement Reserve") for Capital Projects to such Group 3 Facility, an amount equal to (a) the Annual Minimum Capital Project Amount for such Group 3 Facility less (b) the sum of (i) the amounts expended by Lessee during such Lease Year on account of Capital Projects in accordance with the approved Capital Plan. Tenant agrees that all funds on deposit in the Facility Capital Fund shall be the property of Landlord and shall be used to such Group 3 Facility and (ii) pay the Annual Minimum Capital Project Amount Overage for such Group 3 Facility. So long as no Event costs of Default or an event or circumstance has occurred which with notice or passage of time, or both, would constitute an Event of Default hereunder has occurred, if (i) a Replacement Reserve has been established for any Group 3 Facility and (ii) Lessee expends in any Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects as set forth in this Section 12. If funds on deposit in the Facility Capital Fund are insufficient to pay the costs of Capital Projects, Tenant shall be responsible for such Group 3 Facility, Lessor shall, all excess costs. Landlord shall have the right at Tenant’s designated offices to audit all of Tenant’s books and records pertaining to the extent funds are available for such purpose in such Replacement Reserve, disburse Facility Capital Fund and/or Ticket Surcharges. Landlord shall notify Tenant of Landlord’s intent to Lessee the Capital Project Costs incurred and paid by Lessee during such Lease Year in performing such Capital Projects to such Group 3 Facility in excess of the applicable Annual Minimum Capital Project Amount for such Group 3 Facility for such Lease Year. Any such disbursement from any Replacement Reserve shall be paid by Lessor to Lessee within fifteen (15) days following: (a) receipt by Lessor of a written request from Lessee for disbursement from the Replacement Reserve for such Group 3 Facility and a certification by Lessee in form and substance reasonably satisfactory to Lessor that the applicable item of Capital Project for such Group 3 Facility has been completed; (b) delivery to Lessor of paid invoices, receipts or other evidence reasonably satisfactory to Lessor, verifying (1) the Capital Project Costs for such Capital Project and (2) that Lessee has expended in the applicable Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects for such Group 3 Facility; and (c) delivery to Lessor of affidavits, lien waivers or other evidence satisfactory to Lessor showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Leased Property of such Group 3 Facility have been paid all amounts due for labor and materials furnished to the Leased Property of such Group 3 Facility. Lessor shall not be required to make advances from any Replacement Reserve more frequently than once in any audit at least thirty (30) day perioddays prior to the designated audit date. Amounts held If such audit shall disclose any error in the Replacement Reserve for deposits in the Facility Capital Fund or the determination of the Ticket Surcharges, Landlord shall provide Tenant with a copy of the audit, and an appropriate adjustment shall be made forthwith. Landlord shall assume the cost of any Group 3 audit unless Landlord shall discover an errors of more than two percent (2%) of the amount calculated by Tenant as Ticket Surcharges or deposited in the Facility may Capital Fund, in which case Tenant shall pay the cost of such audit. (d) Tenant may, at its sole expense, make Capital Improvements that are not included in an approved Capital Plan or that constitute additions to and alterations of the Facility Premises; provided, however, that Tenant shall provide Landlord with advance written notice (but shall not require Landlord consent) of any Capital Improvements, other than tenant improvements to be constructed by Tenant or any Subtenant, that exceed $100,000 (increasing at an annual rate of 2%) and Tenant shall deliver to Landlord all information reasonably requested by Landlord related to any and all Capital Improvements (other than subtenant improvements to be constructed by Tenant or any Subtenant). For avoidance of doubt, funds from the Facility Capital Fund shall not be used to pay for or reimburse Lessee for Capital Project Costs for any such Capital Improvements made under the preceding sentence. Any and all Capital Improvements shall be and remain part of the Facility Premises and shall be subject to this Lease. In no event shall Landlord be obligated to reimburse or compensate Tenant or any other Facilityperson or entity for any Capital Improvements, and Tenant hereby waives any right to reimbursement or compensation for any Capital Improvements. 9.3.2 No Replacement Reserve (e) On or prior to January 31 of each year during the Lease Term, Tenant shall submit to the City Representative a proposed Capital Projects plan for the Facility Premises that will be funded with the Facility Capital Fund (the “Capital Plan”), which sets forth a list of Capital Projects that are expected to be undertaken at the Facility Premises over a period of not less than one year, commencing October 1 of the following fiscal year, and provides an initial designation of Capital Projects as either Capital Improvements or Capital Repairs. The Capital Plan shall assign the highest priority to life safety and code compliance projects. Landlord shall have one month to review and comment upon the Capital Plan (including the Capital Projects and the designations thereof). During the five (5) business day period following receipt of Landlord’s comments, if any, to the Capital Plan, Landlord and Tenant shall meet to jointly agree upon changes to and finalize the Capital Plan. The Capital Plan shall then be submitted for review and approval by the City Representative. Thereafter, Landlord shall make disbursements from the Facility Capital Fund to fund Capital Projects set forth in the Capital Plan, as and when requested by Xxxxxx in accordance with this Lease. The portions of the Capital Plan approved by the City Representative shall be or be deemed final and Landlord shall disburse monies in the Facility Capital Fund at Tenant’s request in order to be escrow or trust funds, but, at Lessor's option and in Lessor's discretion, may either be held in a separate account or be commingled by Lessor with the general funds of Lessor. Lessee shall not be entitled to any interest on any funds contained in any Replacement Reserve. The Replacement Reserves are solely reimburse Tenant for the protection of Lessor and the Leased Property of the Group 3 Facilities and entail no responsibility on Lessor's part beyond the payment of the respective items reasonable costs actually incurred by Tenant for which they are held following receipt of bills, invoices or statements therefor such Capital Projects in accordance with the terms of this Section 9.3 and beyond the allowing of due credit for the sums actually received. Upon assignment of this Lease by Lessor, any funds in any Replacement Reserve shall be turned over to the assignee and any responsibility of Lessor, as assignor, with respect thereto shall terminate. 9.3.3 If any funds remain in any Replacement Reserve upon the expiration or earlier termination of this Lease with respect to any Group 3 FacilityLease, the same shall be paid over to Lessor as an Additional Charge Capital Plan and Rent under this Lease the procurement policies and shall be in addition to Minimum Rent and all other Additional Charges payable hereunderrequirements of the facility manager of the Stadium (or its successors).

Capital Projects. 9.3.1 Without in any way limiting Lessee's obligations under this Article IX, Lessee shall expend during each Lease Year for the Group 3 Facilities, no less than the Annual Minimum Capital Project Amount for each of the Group 3 Facilities for Capital Projects to such Group 3 Facilities. Such Capital Projects shall be performed and completed in compliance with the applicable provisions of this Lease, including the applicable provisions of Article X hereof. Promptly following the expiration of each Lease Year for the Group 3 Facilities, Lessee shall furnish to Lessor reasonable documentary evidence as to the completion of all Capital Projects for such Lease Year required pursuant to this Section 9.3, together with the costs thereof. If Lessee fails to expend during each Lease Year the applicable Annual Minimum Capital Project Amount for Capital Projects to any Group 3 Facility, then, without limiting any rights or remedies afforded Lessor pursuant to the terms of this Lease for a breach by Lessee of its obligation hereunder, Lessee shall promptly deposit with Lessor as a repair and replacement reserve with respect to such Group 3 Facility (a "Replacement Reserve") for Capital Projects to such Group 3 Facility, an amount equal to (a) the Annual Minimum Capital Project Amount for such Group 3 Facility less (b) the sum of (i) In connection with the amounts performance of certain consulting services by Vertex to Seller prior to the Closing, as provided in the Consulting Agreement, as amended by the Parties, Seller and Vertex have agreed to cooperate in accomplishing certain capital projects which are described on Schedule 9.16, the costs of which are to be shared equally between Seller (up to the amount of the Seller's cap which equals $788,500) and Buyer. Schedule 9.16 includes, in reasonable detail, the description of each such capital project, its estimated cost, the applicable portion of Seller's cap related thereto, the amount expended by Lessee during to date on such Lease Year on account of Capital Projects capital project, the Party who has paid such amount and the remaining expected amount to be paid for such Group 3 Facility and capital project. (ii) The Parties acknowledge that, as reflected on Schedule 9.16 (which Schedule shall be updated, as applicable, by the Annual Minimum Capital Project Amount Overage Parties at the time of the Closing), Seller has already expended 100% of certain amounts for the capital projects contemplated hereby. Accordingly, Buyer agrees that after the Closing, Buyer shall pay the first 100% of any amounts for such Group 3 Facilitycapital projects contemplated hereby up to the amount paid by Seller prior to the Closing as reflected on Schedule 9.16, as updated as of the Closing. So long After Buyer has paid 100% of the amounts for such capital projects contemplated hereby up to the amount paid by Seller prior to the Closing as no Event reflected on Schedule 9.16, as updated as of Default the Closing, any remaining amounts for such capital projects contemplated hereby shall be split equally by Buyer and Seller (subject to the Seller cap reflected on Schedule 9.16), with Buyer funding such costs and thereafter invoicing Seller for its pro rata share (subject to the Seller cap reflected on Schedule 9.16). Xxxxxx agrees to pay Seller's portion of such amount in the event Seller does not pay Buyer its proportionate share. (iii) In the event the Closing does not occur as a result of a breach or an event default by Seller or circumstance has occurred its Affiliates (which is not cured to Buyer's reasonable satisfaction within twenty days of written notice thereof) of this Agreement, then Seller agrees to reimburse Buyer and Vertex for any costs and expenses incurred by them in connection with notice the capital projects described in the Consulting Agreement. For the avoidance of doubt, if the Closing does not occur as a result of a breach or passage default of timeBuyer or Vertex, or boththe failure of Vertex or Buyer to satisfy one or more of its Closing conditions as set forth herein (and Seller elects not to waive any such breach or default of Buyer or Vertex), would constitute an Event then Buyer and Vertex shall be responsible for their portion of Default hereunder has occurred, if (i) a Replacement Reserve has been established for any Group 3 Facility and (ii) Lessee expends capital project described in any Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects for such Group 3 Facility, Lessor shall, Consulting Agreement that is committed to by Vertex or Buyer prior to the extent funds are available for such purpose in such Replacement Reserve, disburse to Lessee the Capital Project Costs incurred and paid by Lessee during such Lease Year in performing such Capital Projects to such Group 3 Facility in excess date of the applicable Annual Minimum Capital Project Amount for such Group 3 Facility for such Lease Year. Any such disbursement from any Replacement Reserve shall be paid by Lessor to Lessee within fifteen (15) days following: (a) receipt by Lessor of a written request from Lessee for disbursement from the Replacement Reserve for such Group 3 Facility and a certification by Lessee in form and substance reasonably satisfactory to Lessor that the applicable item of Capital Project for such Group 3 Facility has been completed; (b) delivery to Lessor of paid invoices, receipts or other evidence reasonably satisfactory to Lessor, verifying (1) the Capital Project Costs for such Capital Project and (2) that Lessee has expended in the applicable Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects for such Group 3 Facility; and (c) delivery to Lessor of affidavits, lien waivers or other evidence satisfactory to Lessor showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Leased Property of such Group 3 Facility have been paid all amounts due for labor and materials furnished to the Leased Property of such Group 3 Facility. Lessor shall not be required to make advances from any Replacement Reserve more frequently than once in any thirty (30) day period. Amounts held in the Replacement Reserve for any Group 3 Facility may not be used to pay for or reimburse Lessee for Capital Project Costs for any other Facility. 9.3.2 No Replacement Reserve shall be or be deemed to be escrow or trust funds, but, at Lessor's option and in Lessor's discretion, may either be held in a separate account or be commingled by Lessor with the general funds of Lessor. Lessee shall not be entitled to any interest on any funds contained in any Replacement Reserve. The Replacement Reserves are solely for the protection of Lessor and the Leased Property of the Group 3 Facilities and entail no responsibility on Lessor's part beyond the payment of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms of this Section 9.3 and beyond the allowing of due credit for the sums actually received. Upon assignment of this Lease by Lessor, any funds in any Replacement Reserve shall be turned over to the assignee and any responsibility of Lessor, as assignor, with respect thereto shall terminate. 9.3.3 If any funds remain in any Replacement Reserve upon the expiration or earlier termination of this Lease with respect Agreement, and for which Seller has paid or is obligated to any Group 3 Facilitypay third party vendors on. Subject to the provisions of the first sentence of this paragraph, in the same event Closing does not occur under this Agreement, no additional payment shall be paid over required for Seller, for any Capital Project not commenced prior to Lessor as an Additional Charge and Rent under this Lease and shall be in addition to Minimum Rent and all other Additional Charges payable hereunderthe Closing.

Capital Projects. 9.3.1 Without During the Lease Term, Tenant shall at all times, at its own expense, and subject to reasonable wear and tear, repair and maintain the Facility Premises in any way limiting Lessee's obligations under this Article IXaccordance with the Facility Standard of Care, Lessee including undertaking all necessary Capital Repairs. For all advance sale paid tickets for Facility Events (other than Landlord Events), Tenant shall expend during each Lease Year be responsible for the Group 3 Facilities, no less than the Annual Minimum Capital Project Amount collecting a ticket surcharge for each ticket sold by or on behalf of Tenant. For all advance sale paid tickets for Landlord Events, Landlord shall be responsible for collecting a ticket surcharge for each ticket sold by or on behalf of Landlord. The initial amount of the Group 3 Facilities for Capital Projects to such Group 3 Facilities. Such Capital Projects ticket surcharge shall be performed and completed in compliance with the applicable provisions of this Lease, including the applicable provisions of Article X hereof. Promptly following the expiration of each Lease Year for the Group 3 Facilities, Lessee shall furnish to Lessor reasonable documentary evidence as equal to the completion ticket surcharge charged for concerts at Jacksonville Veterans Memorial Arena, as established by City Council, but no higher than an initial rate of all Capital Projects for such Lease Year required $3.00. All surcharges collected pursuant to this Section 9.312(b)12(b) (the “Ticket Surcharges”) shall be deposited and used in accordance with Section 12 hereof. Landlord may increase the Ticket Surcharges every year, together with by an amount not to exceed the lesser of (A) 4%, or (B) the increase in CPI for the 12-month period ended September 30 of the previous year times one-half of the maximum amount of the Ticket Surcharges in the preceding year. On or before April 30th and October 31st of each calendar year during the Lease Term, Landlord and Tenant shall deposit all of the Ticket Surcharges collected by such party during the six (6) month period ending March 31 and September 30, respectively, into a dedicated account held by Landlord and in Landlord’ name (the “Facility Capital Fund”) to be applied to pay the costs thereof. If Lessee fails to expend during each Lease Year the applicable Annual Minimum Capital Project Amount for Capital Projects to any Group 3 Facility, then, without limiting any rights or remedies afforded Lessor pursuant to the terms of this Lease for a breach by Lessee of its obligation hereunder, Lessee shall promptly deposit with Lessor as a repair and replacement reserve with respect to such Group 3 Facility (a "Replacement Reserve") for Capital Projects to such Group 3 Facility, an amount equal to (a) the Annual Minimum Capital Project Amount for such Group 3 Facility less (b) the sum of (i) the amounts expended by Lessee during such Lease Year on account of Capital Projects in accordance with the approved Capital Plan. Tenant agrees that all funds on deposit in the Facility Capital Fund shall be the property of Landlord and shall be used to such Group 3 Facility and (ii) pay the Annual Minimum Capital Project Amount Overage for such Group 3 Facility. So long as no Event costs of Default or an event or circumstance has occurred which with notice or passage of time, or both, would constitute an Event of Default hereunder has occurred, if (i) a Replacement Reserve has been established for any Group 3 Facility and (ii) Lessee expends in any Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects as set forth in this Section 12.12. If funds on deposit in the Facility Capital Fund are insufficient to pay the costs of Capital Projects, Tenant shall be responsible for such Group 3 Facility, Lessor shall, all excess costs. Landlord shall have the right at Tenant’s designated offices to audit all of Tenant’s books and records pertaining to the extent funds are available for such purpose in such Replacement Reserve, disburse Facility Capital Fund and/or Ticket Surcharges. Landlord shall notify Tenant of Landlord’s intent to Lessee the Capital Project Costs incurred and paid by Lessee during such Lease Year in performing such Capital Projects to such Group 3 Facility in excess of the applicable Annual Minimum Capital Project Amount for such Group 3 Facility for such Lease Year. Any such disbursement from any Replacement Reserve shall be paid by Lessor to Lessee within fifteen (15) days following: (a) receipt by Lessor of a written request from Lessee for disbursement from the Replacement Reserve for such Group 3 Facility and a certification by Lessee in form and substance reasonably satisfactory to Lessor that the applicable item of Capital Project for such Group 3 Facility has been completed; (b) delivery to Lessor of paid invoices, receipts or other evidence reasonably satisfactory to Lessor, verifying (1) the Capital Project Costs for such Capital Project and (2) that Lessee has expended in the applicable Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects for such Group 3 Facility; and (c) delivery to Lessor of affidavits, lien waivers or other evidence satisfactory to Lessor showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Leased Property of such Group 3 Facility have been paid all amounts due for labor and materials furnished to the Leased Property of such Group 3 Facility. Lessor shall not be required to make advances from any Replacement Reserve more frequently than once in any audit at least thirty (30) day perioddays prior to the designated audit date. Amounts held If such audit shall disclose any error in the Replacement Reserve for deposits in the Facility Capital Fund or the determination of the Ticket Surcharges, Landlord shall provide Tenant with a copy of the audit, and an appropriate adjustment shall be made forthwith. Landlord shall assume the cost of any Group 3 audit unless Landlord shall discover an errors of more than two percent (2%) of the amount calculated by Tenant as Ticket Surcharges or deposited in the Facility may Capital Fund, in which case Tenant shall pay the cost of such audit. Tenant may, at its sole expense, make Capital Improvements that are not included in an approved Capital Plan or that constitute additions to and alterations of the Facility Premises; provided, however, that Tenant shall provide Landlord with advance written notice of any Capital Improvements, other than tenant improvements to be constructed by Tenant or any Subtenant, that exceed $5,000,000 (increasing at an annual rate of 2%) and Tenant shall deliver to Landlord all information reasonably requested by Landlord related to any and all Capital Improvements (other than subtenant improvements to be constructed by Tenant or any Subtenant). For avoidance of doubt, funds from the Facility Capital Fund shall not be used to pay for or reimburse Lessee for Capital Project Costs for any other Facility. 9.3.2 No Replacement Reserve such Capital Improvements made under the preceding sentence. Any and all Capital Improvements shall be and remain part of the Facility Premises and shall be subject to this Lease. In no event shall Landlord be obligated to reimburse or compensate Tenant or any other person or entity for any Capital Improvements, and Tenant hereby waives any right to reimbursement or compensation for any Capital Improvements. On or prior to January 31 of each year during the Lease Term, Tenant shall submit to the City Representative a proposed Capital Projects plan for the Facility Premises that will be funded with the Facility Capital Fund (the “Capital Plan”), which sets forth a list of Capital Projects that are expected to be undertaken at the Facility Premises over a period of not less than one year, commencing October 1 of the following fiscal year, and provides an initial designation of Capital Projects as either Capital Improvements or Capital Repairs. The Capital Plan shall assign the highest priority to life safety and code compliance projects. Landlord shall have one month to review and comment upon the Capital Plan (including the Capital Projects and the designations thereof). During the five (5) business day period following receipt of Landlord’s comments, if any, to the Capital Plan, Landlord and Tenant shall meet to jointly agree upon changes to and finalize the Capital Plan. The Capital Plan shall then be submitted for review and approval by the City Representative. Thereafter, Landlord shall make disbursements from the Facility Capital Fund to fund Capital Projects set forth in the Capital Plan, as and when requested by Tenant in accordance with this Lease. The portions of the Capital Plan approved by the City Representative shall be deemed final and Landlord shall disburse monies in the Facility Capital Fund at Tenant’s request in order to be escrow or trust funds, but, at Lessor's option and in Lessor's discretion, may either be held in a separate account or be commingled by Lessor with the general funds of Lessor. Lessee shall not be entitled to any interest on any funds contained in any Replacement Reserve. The Replacement Reserves are solely reimburse Tenant for the protection of Lessor and the Leased Property of the Group 3 Facilities and entail no responsibility on Lessor's part beyond the payment of the respective items reasonable costs actually incurred by Tenant for which they are held following receipt of bills, invoices or statements therefor such Capital Projects in accordance with the terms of this Section 9.3 and beyond the allowing of due credit for the sums actually received. Upon assignment of this Lease by Lessor, any funds in any Replacement Reserve shall be turned over to the assignee and any responsibility of Lessor, as assignor, with respect thereto shall terminate. 9.3.3 If any funds remain in any Replacement Reserve upon the expiration or earlier termination of this Lease with respect to any Group 3 FacilityLease, the same shall be paid over to Lessor as an Additional Charge Capital Plan and Rent under this Lease the procurement policies and shall be in addition to Minimum Rent and all other Additional Charges payable hereunderrequirements of the facility manager of the Stadium (or its successors).

Capital Projects. 9.3.1 Without During the Lease Term, Tenant shall at all times, at its own expense, and subject to reasonable wear and tear, repair and maintain the Facility Premises in any way limiting Lessee's obligations under this Article IXaccordance with the Facility Standard of Care, Lessee including undertaking all necessary Capital Repairs. For all advance sale paid tickets for Facility Events (other than Landlord Events), Tenant shall expend during each Lease Year be responsible for the Group 3 Facilities, no less than the Annual Minimum Capital Project Amount collecting a ticket surcharge for each ticket sold by it.or on behalf of Tenant. For all advance sale paid tickets for Landlord Events, Landlord shall be responsible for collecting a ticket surcharge for each ticket sold by it.or on behalf of Landlord. The initial amount of the Group 3 Facilities for Capital Projects to such Group 3 Facilities. Such Capital Projects ticket surcharge shall be performed and completed in compliance with the applicable provisions of this Lease, including the applicable provisions of Article X hereof. Promptly following the expiration of each Lease Year for the Group 3 Facilities, Lessee shall furnish to Lessor reasonable documentary evidence as equal to the completion ticket surcharge charged for concerts at Jacksonville Veterans Memorial Arena, as established by City Council, but no higher than an initial rate of all Capital Projects for such Lease Year required $3.00. All surcharges collected pursuant to this Section 9.312(b)12(b) (the “Ticket Surcharges”) shall be deposited and used in accordance with Section 12 hereof. Landlord may increase the Ticket Surcharges every year, together with by an amount not to exceed the lesser of (A) 4% and%, or (B) the increase in CPI for the 12-month period ended September 30 of the previous year times one-half of the maximum amount of the Ticket Surcharges in the preceding year. On or before April 30th and October 31st of each calendar year during the Lease Term, Landlord and Tenant shall deposit all of the Ticket Surcharges collected by such party during the six (6) month period ending March 31 and September 30, respectively, into a dedicated account held by Landlord and in Landlord’ name (the “Facility Capital Fund”) to be applied to pay the costs thereof. If Lessee fails to expend during each Lease Year the applicable Annual Minimum Capital Project Amount for Capital Projects to any Group 3 Facility, then, without limiting any rights or remedies afforded Lessor pursuant to the terms of this Lease for a breach by Lessee of its obligation hereunder, Lessee shall promptly deposit with Lessor as a repair and replacement reserve with respect to such Group 3 Facility (a "Replacement Reserve") for Capital Projects to such Group 3 Facility, an amount equal to (a) the Annual Minimum Capital Project Amount for such Group 3 Facility less (b) the sum of (i) the amounts expended by Lessee during such Lease Year on account of Capital Projects in accordance with the approved Capital Plan. Tenant agrees that all funds on deposit in the Facility Capital Fund shall be the property of Landlord and shall be used to such Group 3 Facility and (ii) pay the Annual Minimum Capital Project Amount Overage for such Group 3 Facility. So long as no Event costs of Default or an event or circumstance has occurred which with notice or passage of time, or both, would constitute an Event of Default hereunder has occurred, if (i) a Replacement Reserve has been established for any Group 3 Facility and (ii) Lessee expends in any Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects as set forth in this Section 12.12. If funds on deposit in the Facility Capital Fund are insufficient to pay the costs of Capital Projects, Tenant shall be responsible for such Group 3 Facility, Lessor shall, all excess costs. Landlord shall have the right at Tenant’s designated offices to audit all of Tenant’s books and records pertaining to the extent funds are available for such purpose in such Replacement Reserve, disburse Facility Capital Fund and/or Ticket Surcharges. Landlord shall notify Tenant of Landlord’s intent to Lessee the Capital Project Costs incurred and paid by Lessee during such Lease Year in performing such Capital Projects to such Group 3 Facility in excess of the applicable Annual Minimum Capital Project Amount for such Group 3 Facility for such Lease Year. Any such disbursement from any Replacement Reserve shall be paid by Lessor to Lessee within fifteen (15) days following: (a) receipt by Lessor of a written request from Lessee for disbursement from the Replacement Reserve for such Group 3 Facility and a certification by Lessee in form and substance reasonably satisfactory to Lessor that the applicable item of Capital Project for such Group 3 Facility has been completed; (b) delivery to Lessor of paid invoices, receipts or other evidence reasonably satisfactory to Lessor, verifying (1) the Capital Project Costs for such Capital Project and (2) that Lessee has expended in the applicable Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects for such Group 3 Facility; and (c) delivery to Lessor of affidavits, lien waivers or other evidence satisfactory to Lessor showing that all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens and are furnishing or have furnished material or labor to the Leased Property of such Group 3 Facility have been paid all amounts due for labor and materials furnished to the Leased Property of such Group 3 Facility. Lessor shall not be required to make advances from any Replacement Reserve more frequently than once in any audit at least thirty (30) day perioddays prior to the designated audit date. Amounts held If such audit shall disclose any error in the Replacement Reserve for deposits in the Facility Capital Fund or the determination of the Ticket Surcharges, Landlord shall provide Tenant with a copy of the audit, and an appropriate adjustment shall be made forthwith. Landlord shall assume the cost of any Group 3 audit unless Landlord shall discover an errors of more than two percent (2%) of the amount calculated by Tenant as Ticket Surcharges or deposited in the Facility may Capital Fund, in which case Tenant shall pay the cost of such audit. Tenant may, at its sole expense, make Capital Improvements that are not included in an approved Capital Plan or that constitute additions to and alterations of the Facility Premises, subject to Landlord’s prior; provided, however, that Tenant shall provide Landlord with advance written approval.notice (but shall not require Landlord consent) of any Capital Improvements, other than tenant improvements to be constructed by Tenant or any Subtenant, that exceed $100,000 (increasing at an annual rate of 2%) and Tenant shall deliver to Landlord all information reasonably requested by Landlord related to any and all Capital Improvements (other than subtenant improvements to be constructed by Tenant or any Subtenant). For avoidance of doubt, funds from the Facility Capital Fund shall not be used to pay for or reimburse Lessee for Capital Project Costs for any other Facility. 9.3.2 No Replacement Reserve such Capital Improvements. made under the preceding sentence. Any and all such Capital Improvements shall be and remain part of the Facility Premises and shall be subject to this Lease. In no event shall Landlord be obligated to reimburse or compensate Tenant or any other person or entity for any such Capital Improvements, and Tenant hereby waives any right to reimbursement or compensation for any such Capital Improvements. On or prior to January 31 of each year during the Lease Term, Tenant shall submit to the City Representative a proposed Capital RepairProjects plan for the Facility Premises that will be funded with the Facility Capital Fund (the “Capital Plan”), which sets forth a list of Capital Projects that are expected to be undertaken at the Facility Premises over a period of not less than one year, commencing October 1 of the following fiscal year, and provides an initial designation of Capital Projects as either Capital Improvements or Capital Repairs. The Capital Plan shall assign the highest priority to life safety and code compliance projects. Landlord shall have one month to review and comment upon the Capital Plan (including the Capital Projects and the designations thereof). During the five (5) business day period following receipt of Landlord’s comments, if any, to the Capital Plan, Landlord and Tenant shall meet to jointly agree upon changes to and finalize the Capital Plan. The Capital Plan shall then be submitted for review and approval by the City Representative. Thereafter, Landlord shall make disbursements from the Facility Capital Fund to fund Capital Projects set forth in the Capital Plan, as and when requested by Tenant in accordance with this Lease. The portions of the Capital Plan approved by the City Representative shall be deemed final and Landlord shall disburse monies in the Facility Capital Fund at Tenant’s request in order to be escrow or trust funds, but, at Lessor's option and in Lessor's discretion, may either be held in a separate account or be commingled by Lessor with the general funds of Lessor. Lessee shall not be entitled to any interest on any funds contained in any Replacement Reserve. The Replacement Reserves are solely reimburse Tenant for the protection of Lessor and the Leased Property of the Group 3 Facilities and entail no responsibility on Lessor's part beyond the payment of the respective items reasonable costs actually incurred by Tenant for which they are held following receipt of bills, invoices or statements therefor such Capital Projects in accordance with the terms of this Section 9.3 and beyond the allowing of due credit for the sums actually received. Upon assignment of this Lease by Lessor, any funds in any Replacement Reserve shall be turned over to the assignee and any responsibility of Lessor, as assignor, with respect thereto shall terminate. 9.3.3 If any funds remain in any Replacement Reserve upon the expiration or earlier termination of this Lease with respect to any Group 3 FacilityLease, the same shall be paid over to Lessor as an Additional Charge Capital Plan and Rent under this Lease the procurement policy mutually agreed upon between Tenant policies and shall be in addition to Minimum Rent and all other Additional Charges payable hereunderLandlord.requirements of the facility manager of the Stadium (or its successors).