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‘ogseu277 12417172, Execution Copy ANCHOR TENANT AGREEMENT by and between METROPOLITAN PIER AND EXPOSITION AUTHORITY and DEPAUL UNIVERSITY April 17,2015, RECITALS AGREEMENT. ARTICLE I Ld 12 13 ARTICLE 2 21 2.2 23 24 25 2.6 27 ARTICLE 3 3.1 3.2 33 34 35 3.6 37 3.8 ARTICLE 4 41 42 43 44 45 4.6 47 48 49 4.10 41 4.12 4.13 414 4.15 ARTICLE 5 3 52 33 Jogsso2r7 iaarri72 TABLE OF CONTENTS DEFINITIONS AND INTERPRETATION Definitions and Usage... General Interpretative Provisions Incorporation of Recital GRANT OF ANCHOR TENANT RIGHTS. First-Class Arena . DePaul Features Timely Construction of Facility Rights Related to Construction of the Facility. Preferential Scheduling. DePaul Exclusive Areas DePaul Suites.. NAMING RIGHTS AND SPONSORSHIPS. Naming Rights Signage. Sponsorship Opportunities... Restrictions on Naming Rights and Sponsorships. Use of Facility Name... Costs Related to Signage and Naming Rights Exclusivity... Naming Rights and Sponsorship Marketing Agreements GRANT OF USE RIGHTS AND OTHER DEPAUL RIGHTS Grant of Use Certain DePaul Rights and Obligations.. Ticketing Rights.. Suite Rights. Loge Box and Club Seating Rights... DePaul Season Ticket Holders... Parking Exclusivity ... Right to Identify Dangerous Conditions... Authority of MPEA....... Interruption of DePaul-Sponsored Events Undisturbed Use... DePaul Compliance TITLE TO THE FACILITY; TAX BENEFITS. MPEA Ownership Interest MPEA’s Suite Rights. MPEA’s Right to Revenues... 54 55 ARTICLE 6 ARTICLE 7 1 12 13 14 ARTICLE 8 8.1 8.2 83 8.4 85 8.6 87 8.8 8.9 8.10 8.11 8.12 8.13 ARTICLE 9 ARTICLE 10 10.1 10.2 10.3 10.4 10.5 10.6 10.7 ARTICLE 11 Wa 2 113 4 ARTICLE 12 12.1 12.2 123 124 12.5 To9sson77 r2ei7i72 ‘TABLE OF CONTENTS (continued) DePaul’s Interest. DePaul Contribution Rental Payments. Termination Payment Annual Statements zi OPERATIONS, MANAGEMENT AND MAINTENANCE.. Facility Management Operation of DePaul-Sponsored Events .. Pouring, Designation and Branding Rights; Catering Rights...... DePaul Consultation Rights; Audit Rights Security .... Operation, Management and Maintenance Expenses. MBE/WBE Participation Hazardous Materials Capital Repairs Capital Expenditures. Moratorium on Capital Expenditures Capital Budget Title to Alterations. TAXES. INSURANCE AND INDEMNIFICATION Policies Required of DePaul Policies Required of the MPEA ...sn Blanket or Master Policy Additional Policy Requirements. Proceeds of Insurance Indemnification... Indemnification Limits. CASUALTY DAMAGE, Damage ot Destruction Insurance Proceeds; Requirements for Disbursement... Option to Terminate. Survival Condemnation Proceedings and Awards .. ‘Temporary Taking . Notice of Condemnation 12.6 12.7 ARTICLE 13 13.1 13.2 13.3 ARTICLE 14 14.1 14.2 14.3 144 14.5 14.6 14.7 14.8 149 ARTICLE 15 15.1 15.2 15.3 15.4 15.5 ARTICLE 16 16.1 16.2 16.3 ARTICLE 17 171 17.2 18 18.1 18.2 ARTICLE 19 19.1 19.2 19.3 19.4 19.5 19.6 ARTIC! To9sg0277 12417172 TABLE OF CONTENTS (continued) Other Remedies. 5 38 Survival, ASSIGNMENT; SECURED PARTIES .. DePaul Assignments... Assignment by the MPEA Transactions that are not Transfers. DEFAULTS AND REMEDIES .... Events of Default... Remedies Upon a DePaul Default . Curing DePaul’s Defaults Remedies Upon an MPEA Default Curing MPEA’s Defaults.. No Waiver Exclusive Remedie Cumulative Remedies... Effect of Termination. COVENANTS UPON EXPIRATION 1... Vacating of Premises; Re-Entry. Retum of Materials; Assignment of Contracts and Agreements Post-Termination Economic Rights. Removal of Personalty.. Survival DISPUTE RESOLUTION j.- 10 Informal Dispute Resolution Procedures.. Court Proceeding No Special, Indirect, Incidental, Consequential, Punitive Damages ‘xemplary, Treble or ‘TIME; FORCE MAJEURE .. Time Force Majeute none REPRESENTATIONS AND WARRANTIES... 46 DePaul’s Representations and Warranties... 46 MPEA Representatior MISCELLANEOUS PROVISIONS... Relationship of the Parties Expenses .. Notices and Account Information... Severability Entire Agreement, Amendment and Waiver Interest... 19.7 19.8 19.9 19.10 19.11 19.12 19.13 EXHIBITS Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit | Exhibit J Exhibit K. Exhibit L Exhibit M Exhibit N yo9ss0277 12417172 TABLE OF CONTENTS (continued) Parties in Interest; Limitation on Rights of Others Counterparts. Governing Law Further Assurances. Interpretation and Reliance. No Personal Liability. MPEA Payments. Glossary of Defined Terms Facility Design Pro Forma Budget DePaul Exclusive Areas Selection of DePaul Suites Naming Rights Signage Areas Advertising Policy Facility Site Scheduling Procedures ‘Commencement Requirements Facility Management Relating to DePaul-Sponsored Events Settlement Procedures Contribution Certificate Arbitration ANCHOR TENANT AGREEMENT ‘This ANCHOR TENANT AGREEMENT (the “Agreement”), dated this 17" day of April, 2015, is entered into by and between the Metropolitan Pier and Exposition Authority, a political subdivision of the State of Illinois (the “State”), unit of local government, body politic and municipal corporation (the “MPEA”) organized and existing under the Metropolitan Pier and Exposition Authority Act, 70 ILCS 210/1 et seg., as amended (the “Act”), and DePaul University, a private university having its principal place of business in Chicago, Illinois (‘DePaul” and, together with the MPEA, the “Parties”). RECITALS A. The MPEA desires to acquire, develop, design, finance, construct, own and operate a multi-purpose events center suitable for MPEA-sponsored events, such as conventions, trade shows, concerts, family shows and cultural, educational, entertainment and sports events (the “Eacility”) as part of the McCormick Place Convention Center Complex (the “McCormick Place Complex”) within the square block bounded by East Cermak Road on the south, East 21st Street on the north, South Indiana Avenue on the west and South Prairie Avenue on the east. B. The development of the Facility is part of the MPEA’s phased build-out of its statutory footprint, supports the MPEA’s statutory public purpose and is an integral part of the long-term strategic plan of the City of Chicago (the “City”) for growing the tourism/visitor business in the C. The MPEA believes that the development of the Facility as part of the McCormick Place Complex will advance these objectives by providing a Facility that can host large assembly events affiliated with convention and trade shows at the adjoining McCormick Place Convention Center, entertainment and sporting events in conjunction with such convention and trade shows, events that will also utilize the two adjoining hotels and other portions of the McCormick Place Complex, as well as general cultural, educational, entertainment and sporting events for attendees in the Chicago metropolitan area and beyond. D. DePaul desires to become the anchor tenant in the Facility and to host DePaul National Collegiate Athletic Association (together with any successor governing body, “NCAA”) men’s and women’s home basketball games, DePaul conference events, pre- and post- season NCAA basketball tournaments, other DePaul athletic events, NCAA championship events, DePaul commencement exercises, DePaul academic convocations and other DePaul student assemblies at the Facility. E, Hosting such events at an events center that is part of the McCormick Place Complex will promote the MPEA’s objectives by providing additional amenities for convention and trade show attendees and attracting more visitors from the Chicago metro area. F. DePaul desires to provide a monetary contribution to the MPEA toward the development of the Facility, to provide periodic rental payments to the MPEA with respect to DePaul’s use rights in the Facility, to undertake certain obligations with respect to the DePaul- Sponsored Events at the Facility and to agree to certain other obligations as set forth herein with respect to the development, design, construction and operation of the Facility. o9sso277 12417172 G. In consideration for the obligations undertaken by DePaul under this Agreement, the MPEA desires to offer DePaul certain anchor tenant rights and other rights as set forth herein. H. Accordingly, having determined that the arrangement contemplated by this Agreement will promote the welfare of the City and State, will serve the best interests of the people of the City and State, is consistent with the MPEA’s statutory authority pursuant to Sections 5(h) and 25.1(b)(2) of the Act and is in accord with valid public purposes, the MPEA desires to grant to DePaul a right to use and have access to the Facility, including certain areas for the exclusive use of DePaul, and to permit DePaul to perform certain functions of the Facility, all subject to and in accordance with the terms and conditions set forth in this Agreement. AGREEMENT For and in consideration of the respective covenants and agreements of the Parties set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties do hereby agree as follows: ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions and Usage. Unless the context requires otherwise, capitalized terms used in this Agreement shall have the meanings assigned to them in the Glossary of Defined Terms attached hereto as Exhibit A, which is incorporated into and forms a part of this Agreement. 1.2 General Interpretative Provisions. 1.2.1 The terms defined on Exhibit A or elsewhere in this Agreement shall have such meanings for all purposes. Such meanings shall be applicable to both the singular and plural forms of the terms defined. ‘The Parties shall only look to this Agreement for the meanings of defined terms and shall not make reference to any term defined in another agreement, instrument or Applicable Law unless such agreement, instrument or Applicable Law is expressly incorporated by reference into this Agreement. 1.2.2. The words “include,” “includes” and “including” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are in fact followed by such words or words of like import, and no inference shall be drawn from the presence or absence of the words “without limitation” or “but not limited to” or any words of similar meaning. 1.2.3. Except as set forth in Section 1.2.4, any agreement, instrument or Applicable Law defined or referred to in this Agreement means such agreement or instrument or Applicable Law as from time to time amended, modified, supplemented, renewed or extended, including (in the case of agreements or instruments) by waiver or consent and, in the case of Applicable Law, by passage of comparable successor Applicable Law, and includes, in the case 709580277 12417172 2 of agreements or instruments, references to all attachments thereto and instruments incorporated therein. 1.2.4 Any term defined in this Agreement by reference to any agreement, instrument or Applicable Law shall continue to have such meaning as in effect on the date of this Agreement whether or not such agreement, instrument or Applicable Law remains in effect or is amended, modified, waived or rescinded. 1.2.5 References to a Person are also to its permitted successors and assigns, 1.2.6 The words “hereof,” “herein,” “hereunder” and comparable terms refer, unless otherwise expressly indicated, to this entire Agreement and not to any particular Article, Section, Subsection or other subdivision hereof or attachment hereto, References herein to “Article,” “Section,” “Subsection” or another subdivision or to an attachment are, unless the context otherwise requires, to an article, section, subsection or subdivision of or an attachment to this Agreement. All references to exhibits or appendices are to exhibits or appendices attached to this Agreement. 1.2.7. The table of contents and headings of the various Articles, Sections, Subsections and other subdivisions of this Agreement are for convenience of reference only and shall not modify, define or limit any of the terms or provisions hereof. 1.2.8 Pronouns of whatever gender shall include Persons of every kind and character. References to any gender include, unless the context otherwise requires, references to all genders. 1.2.9 The words “shall” and “will” have equal force and effect. 1.2.10 Unless otherwise specified, all references to a specific time of day shall be based upon Central Standard Time or Central Daylight Savings Time, as applicable on the date in question in Chicago, Illinois. 1.2.11 References to “$” or to “dollars” shall mean the lawful currency of the United States of America. 1.2.12 All amounts required to be paid by any Party to the other Party under this Agreement shall be paid in U.S. dollars by wire transfer or other acceptable method of payment of immediately available federal funds. If any payment under this Agreement is required to be made on a day other than a Business Day, the date of payment shall be extended to the next Business Day. 1.2.13 Unless specified to the contrary, any reference to a party having a “right” shall not create an obligation on the part of such Party to exploit the right. 1.2.14 In this Agreement, except as otherwise stated herein, the word “discretion” with respect to any Person means the sole and absolute discretion of such Person. 709580277 12417172 3 1.3 Incorporation of Recitals. The recitals set forth above are true and correct and incorporated herein in their entirety. ARTICLE 2 GRANT OF ANCHOR TENANT RIGHTS 2.1 First-Class Arena. 2.1.1 The Parties hereby agree that the design of the Facility and the elements incorporated therein, as described in Exhibit B and as contemplated by the Design and Development Documents, are consistent as of the Effective Date with a first-class NCAA basketball arena with architectural significance. The MPEA shall construct and maintain the Facility in accordance with such design, and incorporating such elements, as such design and such elements are updated from time to time by Capital Expenditures undertaken to maintain the Facility as a first-class NCAA basketball arena consistent with the standard and in accordance with the terms set forth in Article 8 hereto, Furthermore, the MPEA shall have the responsibility for all Capital Repairs and Necessary Capital Expenditures on, upon, at or with respect to the Facility in accordance with the terms set forth in Article 8, 2.1.2. Without limiting the generality of the foregoing, the Parties agree that, on or prior to the first use or occupancy of any portion of the Facility by DePaul: (a) All necessary raceway, wiring, terminations, power outlets and related Components will be installed to support network and cable television broadcasts, in each case as specified by the low voltage specialties consultant; (b) All elements designed and specified during the original bridging document and subsequent addendum issue phases will be constructed, subject to adjustment only within the express parameters of the accepted alternates list, and with no further modifications other than with the prior written consent of DePaul, which consent will not be unreasonably withheld or delayed; (©All furniture and equipment will meet the design intent and performance requirements identified in the original bridging Design and Development Documents and related addenda issued in June and July of 2014, and will be supplied to @ the entirety of the basketball suite and related support areas (e-g., the media and media production spaces), including all weight training and trainer area equipment, and (ii) the club lounge, the courtside lounge and all Suites; (a) Fully functional wired and wireless telecommunications, data transfer and wi-fi systems will be installed and tested; and (©) The full graphics package will meet the design intent and performance requirements identified in the original bridging Design and Development Documents and related addenda issued in June and July of 2014, and will be fabricated, delivered and installed throughout the Facility, including in the basketball suite, with no ‘ogssu2T7 12417172 4 modifications other than with the prior written consent of DePaul, which consent will not be unreasonably withheld or delayed. 2.2 DePaul Features. The Facility shall include no fewer than four full size locker rooms (consisting of a dedicated locker room for the DePaul men’s basketball program, a dedicated locker room for the DePaul women’s basketball program and two visitors’ locker rooms), and two permanent, prominently-located trophy cases, at least eight feet tall by sixteen feet wide and with a depth of at least twenty inches, dedicated to DePaul use (ic., one for the DePaul men’s basketball program and one for the DePaul women’s basketball program). The Facility shall additionally include two “greenrooms” appropriate for use by referees prior to, during and after DePaul Basketball Games. All of the foregoing shall be as reflected in the agreed design for the Facility as described in E B, and all such locker rooms and greenrooms shall include a working game clock that is automatically synchronized with the main game clock in the Facility. 2.3. Timely Construction of Facility. The design-build construction agreement entered into by the MPEA and the design-build contractor of the Facility shall set forth a date by which Substantial Completion of the Facility shall be required (the “Agreed Substantial Completion Date”) and the terms under which the design-build contractor of the Facility may be excused from reaching Substantial Completion by such Agreed Substantial Completion Date. In the event that Substantial Completion of the Facility does not occur prior to the Agreed Substantial Completion Date, subject to any terms under which the design-build contractor of the Pacility may be excused from reaching Substantial Completion by such Agreed Substantial Completion Date, DePaul shall be entitled to receive from the MPEA DePaul’s proportionate share of the damages received by the MPEA from the design-build contractor of the Facility for such delay in achieving Substantial Completion of the Facility (such damages received by the MPEA, the “Delay Damages”). For the purposes of determining the amount of Delay Damages payable to DePaul, DePaul’s proportionate share shall be based on a fraction, the numerator of which shall be the amount of the DePaul Contribution and the denominator of which shall be the sum of the DePaul Contribution plus the MPEA Contribution. No later than the Agreed Substantial Completion Date, the Parties shall have executed and delivered the certificate attached hereto as Exhibit M specifying the amount of the DePaul Contribution and the MPEA Contribution for purposes of this Agreement. 2.4 — Rights Related to Construction of the Facility. 2.4.1 DePaul and the MPEA hereby agree to the pro forma budget with respect to the construction costs of the Facility attached hereto as Exhibit C (the “Pro Forma Budget”). DePaul shall contribute the DePaul Contribution to the MPEA to be applied to the construction costs of the Facility reflected in the Pro Forma Budget. To the extent the construction costs of the Facility increase as a result of a feature of the Facility requested by DePaul that is not reflected in the Design and Development Documents as of the Effective Date, the DePaul Contribution shall be increased to cover all additional design and construction costs related to such feature as a condition of including such feature in the construction of the Facility. The MPEA shall be responsible for all other increases in construction costs above those reflected in the Pro Forma Budget; provided, that notwithstanding anything to the contrary in this Section 2.4.1, if the incremental cost of the arched roof, with lighting (as shown in the Design and ovssu277 12417172 5 Development Documents, the “Arched Roof”), exceeds the aggregate amount of savings available pursuant to the terms of the design-build construction agreement to offset the cost of the Arched Roof, each Party agrees to pay 50% of such excess, up to a total of $3,000,000 (i-e., up to $1,500,000 per Party). The MPEA shall procure a contractor to design and construct the Facility pursuant to a design-build construction agreement with a guaranteed maximum price for the complete design and construction of the Facility, provided, that one member of the selection committee that selects the design-build contractor shall be a representative of DePaul, who shall initially be DePaul’s Vice President, Facility Operations (the “DePaul Representative”) 24.2 The MPEA shall use commercially reasonable efforts to provide for DePaul’s input during the construction of the Facility, which shall include (a) regular site visits by the DePaul Representative and inclusion of such DePaul Representative in all ‘owner/architect/contractor meetings and (b) presentations by the design-build contractor to the MPEA and DePaul to confirm compliance with the bridging design documents, approved design concept, and guaranteed maximum price upon completion of 50% construction documents and 100% construction documents, it being understood by the Parties that construction of the Facility will commence prior to completion of the 100% construction documents. In addition, (x) the DePaul Representative shall receive copies of all reports submitted by the design-build contractor to the MPEA, including job progress reports, quality assurance reports, schedule updates and cost reports; and (y) the DePaul Representative shall also be involved in all milestone reviews identified in the design-build construction agreement. 24.3. It is understood that as the anchor tenant of the Facility, DePaul has a substantial and continuing interest in the design and construction of the Facility. All change orders that must be submitted or approved by the MPEA or its agent(s) under the terms of the design-build construction agreement and which would materially and adversely affect DePaul’s ind enjoyment of the Facility shall not be submitted or approved by the MPEA or its agent(s) without the prior concurrence of DePaul. The DePaul Representative shall be responsible for coordinating and facilitating all communications with the MPEA regarding such change orders and shall have the authority to make prompt binding decisions. In all such instances requiring concurrence by DePaul, DePaul shall give or expressly withhold such concurrences promptly and diligently, in writing, in order to avoid any undue delay in the design and construction of the Facility, 2.5 Preferential Scheduling. DePaul shall have preferential scheduling rights with respect to DePaul Basketball Games and home court basketball practices to be held at the Facility in accordance with the scheduling procedures set forth on Exhibit I. In the event that any basketball practice or game scheduled at the Facility in accordance with Exhibit I is canceled due to severe weather, a Force Majeure Event or other act of God, the MPEA will work with DePaul in good faith to reschedule such practice or game in a timely manner to the extent practicable. DePaul shall have preferential scheduling rights with respect to commencement exercises in accordance with the scheduling procedures set forth on Exhibit J. Without DePaul’s prior written consent, and in accordance with NCAA regulations, the MPEA shall not permit, host, conduct or sponsor non-scholastic basketball practices, games or tournaments that involve prospective student athletes at the Facility. yossena77 2417172 6 Unless otherwise agreed to by the MPEA, and subject to Section 4.13, Section Exhibit I, DePaul shall schedule (i) all regular-season men’s home basketball games (other than those special invitation tournaments in connection with which a “home” designation may be given for bracketing purposes), and (ii) a minimum of six regular-season women’s home basketball games, at the Facility each Contract Year during the Term, which events will have scheduling priority as described on Exhibit I. For each DePaul-Sponsored Event other than (i) DePaul Basketball Ge practices (whether such practice is held by a DePaul basketball team or a visiting team), wi are subject to the terms of Section 4.8.1(b)-(c), and (ii) commencement exercises, the access requirements for which are set forth on Exhibit J, which shall be subject to revision from time to time by mutual agreement of the Parties, DePaul will have access to those portions of the Facili as are necessary for such DePaul-Sponsored Event for a period that commences six hours prior to the scheduled event and ends four hours after the conclusion of the event. For the avoidance of doubt, the MPEA shall have the right to access and use all portions of the Facility (except for the DePaul Exclusive Areas) on each day of the Term unless there is a scheduled DePaul- Sponsored Event occurring on such day. 2.6 DePaul Exclusive Areas. DePaul will have exclusive, year-round access to the coaches’ offices, the training rooms, the weight room, the hydrotherapy areas, the team meeting rooms, the team lounge and the dedicated DePaul locker rooms and other related DePaul areas as set forth on Exhibit D (the “DePaul Exclusive Areas”), 2.7 DePaul Suites. Six suites, with a minimum of 12 seats per suite (together with any associated parking passes, of which there shall be no fewer than one parking pass for each seat in each such suite; the costs for such parking passes are to be determined by mutual agreement of the Parties), shall be reserved for DePaul’s exclusive use and control at no charge to DePaul during the Term (the “DePaul Suites”). The DePaul Suites shall be selected pursuant to the process set forth on Exhibit E after the locations and other pertinent details with respect to the finish of all suites in the Facility have been finally established. ARTICLE 3 NAMING RIG! 3.1 Naming Rights. Subject to the provisions of Section 3.4, at all times during the Term, DePaul shall have the sole and exclusive right to exercise, license, authorize, sell and contract with respect to (and to collect, receive and retain all gross income, revenues and other consideration of every kind and description from) the Naming Rights. The term of any Naming Rights Agreement entered into by DePaul shall automatically terminate upon the expiration of the Term of this Agreement (whether on its scheduled termination date or by earlier exercise of any termination rights in this Agreement, except that upon an early termination, the removal of all signage and other recognition of the Naming Rights Sponsor shall not be required to occur until the 30 day thereafter). 3.2 Signage. In connection with the Naming Rights, prominent internal and external brand signage areas, as reflected on Exhibit F, will be available to DePaul on a permanent basis yo9sso277 12417172 7 subject to receiving necessary approvals from any Governmental Authority; provided, however, that DePaul’s rights with respect to external brand signage areas shall be limited to incorporation of the Facility Name, incorporation of a sponsor’s name on an exterior element of the Facility in connection with a Facility-related sponsorship opportunity, and information regarding upcoming DePaul-Sponsored Events. The costs related to such signage shall be allocated to the MPEA and DePaul as described in Section 3.6 3.3 Sponsorship Opportunities. Subject to the provisions of Section 3.4 and the MPEA’s rights under S at all times during the Term, DePaul shall be responsible for marketing all other Fa lated sponsorship opportunities and will collect, receive and retain all revenues and other consideration of every kind and description therefrom (including sponsorship revenues relating to game-day component elements such as the basketball playing surface, ribbon boards, scoreboards and press row, as well as permanent component elements such as locker rooms, entrances, concourses, training and conditioning rooms, press conference and media rooms, the box office, the trophy cases and party rooms): provided, however, that DePaul shall have no sponsorship rights with respect to the exterior of the Facility other than (a) pursuant to Section 3.2, and (b) promotions of a sponsor that are held in the area near the exterior of the Facility during the period beginning two hours before each DePaul-Sponsored Event and ending two hours after such event. ‘The MPEA shall have the right to mask the Facility Name and sponsorship signage for Other Events to the extent a conflict develops with a reference to the applicable sponsor in connection with such Other Event. 3.4 Restrictions on Naming Rights and Sponsorships. 3.4.1. DePaul’s rights under Section 3.1 are subject to the MPEA’s prior approval of the Naming Rights Sponsor, such approval not to be unreasonably withheld, conditioned or delayed. In addition, DePaul’s right to select the identity of each other sponsor of the Facility under S shall be (a) in the case of any public facing portion of the Facility, subject to the MPEA’s prior approval, such approval not to be unreasonably withheld, conditioned or delayed or (b) in the case of any non-public facing portion of the Facility, subject to rejection by the MPEA, in its reasonable discretion, within 30 days of receiving notice of the identity of such sponsor. 3.4.2 The Facility Name to be granted by DePaul shall be subject to the MPEA’s approval, which the MPEA may grant, withhold or condition in its discretion. The name to be given to any portion of the Facility in connection with any sponsorship rights to be granted by DePaul shall be automatically approved if such name given to such portion of the lity is the name of the related sponsor whose identity has been approved (or not timely rejected, as applicable) by the MPEA in accordance with Section 3.4.1. If the name given to any portion of the Facility in connection with any sponsorship rights to be granted by DePaul is not the name of the related sponsor whose identity has been approved (or not timely rejected, as applicable) by the MPEA in accordance with Section 3.4.1, such name shall be (a) in the case of any public facing portion of the Facility, subject to the MPEA’s approval, which the MPEA may grant, withhold or condition in its sole discretion or (b) in the case of any non-public facing portion of the Facility, subject to rejection by the MPEA, in its sole discretion, within 30 days of receiving notice of such name, o9ssoa77 12447172 8 3.4.3 Any advertising rights granted by DePaul in connection with such Naming Rights and sponsorship rights shall comply with the Advertising Policy attached hereto as Exhibit G. 3.5 Use of Facility Name. Following receipt by the MPEA of written notice from DePaul of the determination of the Facility Name, the MPEA shall, and shall use commercially reasonable efforts to cause any Other User pursuant to Use Agreements entered into by the MPEA to, use exclusively the Facility Name in all correspondence, communications, advertising and promotion that the MPEA or any Other User may undertake with respect to the Fi including in all press releases and other communication and media and in connection with the promotion of the sale of admission tickets to any Other Event, In addition, (a) the MPEA shall reasonably cooperate with DePaul to include the Facility Name on a reasonable amount of directional or other signage that is installed by the MPEA that refers to or identifies the Facility and (b) the MPEA shall use commercially reasonable efforts to cause all Other Users to include the Facility Name and other customary recognition for the Naming Rights Sponsor on the Floor and in other camera-visible locations during all Other Events 3.6 Costs Related to Signage and Naming Rights. DePaul shall be solely responsible for all costs and expenses of (a) Signage described in Section 3.2, including all installation and replacement of such Signage (except for maintenance of such Signage and the Signage installed as part of the initial construction of the Facility, which costs and expenses shall be the responsibility of the MPEA), (b) any change in the recognition of any Naming Rights Sponsor at the Facility or sponsor of any external element of the Facility, including in connection with a corporate name change, and including all installation and replacement costs of such Signage, (¢) all costs connected with changes to uniforms, letterhead, stationery, consumable items bearing the Facility Name and Signage (including directional signs) as a result of a name change by the Naming Rights Sponsor, including all costs related to construction and installation, attorneys’ fees and intellectual property rights associated with any such change (except that if such costs are not required by either DePaul or the Naming Rights Sponsor, the MPEA shall be responsible for such costs and shall have the right in its discretion to determine whether and when to incur any such costs), and (d) any charges and assessments for changes to road signs as a result of the recognition of a Naming Rights Sponsor. 3.7 _ Exclusivity. During the Term, the MPEA shall not (except in accordance with this Article 3) grant, license or suffer to exist any naming rights or any other display of any corporate or sponsorship name or any similar designation on any portion of the Facility {including the Facility Site). 3.8 Naming Rights and Sponsorship Marketing Agreements, 3.8.1 ‘The Parties acknowledge and agree that, as of the Effective Date, DePaul and the MPEA have entered into an agreement with Legends Sales and Marketing, LLC (“Legends”) with respect to the marketing of certain assets related to the Facility (the “Legends Agreement”), including the Naming Rights, sponsorship rights and rights related to the Loge Boxes, Suites and Club Seats. The MPEA and DePaul shall each be responsible for 50% of any break-up fee payable to Legends pursuant to the Legends Agreement in the event construction of ‘ossao2T7 12417172 9 the Facility is abandoned. The MPEA shall be responsible for 50% of the first $1,000,000 of sales and marketing expenses incurred by Legends under the Legends Agreement and DePaul shall be responsible for any other such expenses; provided, however, if the Legends Agreement expires or is terminated with respect to either Party, but the other remains a party thereto, the Party whose rights under the Legends Agreement have expired or been terminated shall not be responsible for any such sales and marketing expenses incurred after the date of such expiration or termination. 3.8.2 During the Term of this Agreement, if DePaul has entered into an agreement (a “Future Marketing Agreement”) with a third party to market DePaul’s assets related to the Facility, then, the MPEA may request that DePaul market the MPEA Suites, Club Seats and other MPEA assets through such third party, in which case DePaul shall use commercially reasonable efforts to (a) include in the Future Marketing Agreement the marketing of such MPEA Suites, Club Seats or other MPEA assets related to the Facility as the MPEA requests, (b) provide the entire Future Marketing Agreement to the MPEA for its advance review and approval, which approval shall be limited to provisions related to the marketing of the MPEA assets and shall not be unreasonably withheld, conditioned or delayed, (c) provide to the MPEA in advance of distribution to prospective purchasers any terms and written agreements to be offered to prospective purchasers of rights in the MPEA assets and require that any such written agreement shall be subject to the MPEA’s approval in its discretion and (4) transfer to the MPEA within five Business Days of receipt any net revenues that accrue from the sale of rights in the MPEA assets; provided, however, that if such third party declines to market the MPEA Suites, Club Seats or other MPEA assets (or any of them), then DePaul shall have no further obligation hereunder to market such MPEA Suites, Club Seats or other MPEA assets. DePaul acknowledges that the MPEA may enter into its own marketing agreement with respect to naming rights and sponsorship rights related to areas of the McCormick Place Complex other than the Facility. DePaul agrees to include in any Future Marketing Agreement related to the Facility a provision obligating the party entering into the Future Marketing Agreement with DePaul to cooperate with any party that enters into a marketing agreement with the MPEA related to other areas of the McCormick Place Complex, which provision shall be subject to the review and approval of the MPEA (regardless of whether the MPEA exercises its rights under this Section 3.8.2 with respect to the marketing of the MPEA assets), which approval shall not be unreasonably withheld, conditioned or delayed. The Parties shall cooperate with respect to the marketing of Facility assets in accordance with this Section 3.8.2 by exchanging information related to prospective purchasers to the extent beneficial to the marketing of their respective assets. ARTICLE 4 GRANT OF USE RIGHTS AND OTHER DEPAUL RIGHTS, 4.1 Grant of Use. In consideration of and subject to the covenants, agreements and conditions set forth in this Agreement, the MPEA hereby grants to DePaul, and DePaul hereby accepts, the right to use Permitted Use Areas of the Facility solely in connection DePaul- Sponsored Events (subject to DePaul’s rights pursuant to Section 2.6), commencing on the Commencement Date and continuing for the duration of the Term. The rights of DePaul under the first sentence of this Section 4.1 do not include the right to use any portion of the Facility not ‘ossen277 12917172 10 included in the Permitted Use Areas, but otherwise shall be subject only to the exceptions and limitations, and to the early termination provisions, expressly set forth in this Agreement. Subject to the terms of this Agreement, DePaul shall have the exclusive right to use the Facility during each DePaul Use Period. 4.2 Certain DePaul Rights and Obligations. In further consideration of, and subject to and as more fully described in, the covenants, agreements and conditions set forth in this Agreement, the MPEA hereby grants to DePaul, and DePaul hereby accepts (a) the right and obligation to undertake certain operating functions at the Facility and (b) the sole and exclusive right to exercise, license, authorize, sell and contract with respect to (and to collect, receive and retain all gross income, revenues and other consideration of every kind and description from) the following rights: (i) the right to (A) sell admission tickets (subject to the MPEA rights set forth in Sections 4.3 and 4.5) relating to any DePaul Basketball Games and to allocate, in its discretion, any such admission tickets for sale by the MPEA, and (B) sell admission tickets, allocated to it for sale by the MPEA (subject to the MPEA rights set forth in Sections 4.3 and 4.5) relating to any other DePaul-Sponsored Events (provided, however, that DePaul shall have the right to distribute all admission tickets to DePaul-Sponsored Events to which access is restricted to DePaul students, faculty, alumni and their guests); (ji) Retail Rights (to include, for the avoidance of doubt, corresponding access to retail spaces and kiosks located within the Facility) with respect to the sale of NCAA- or DePaul-branded merchandise; and (iii) Media Rights relating to any DePaul-Sponsored Events. DePaul’s obligations and rights to use and ‘occupy the Facility shall commence on the Commencement Date; however, DePaul’s right to exercise all other DePaul Rights shall commence on the Effective Date. The rights and obligations of DePaul shall be subject only to any exceptions and limitations, and to the early termination provisions, expressly set forth in this Agreement, 4.3 Ticketing Rights. DePaul shall have the right to receive all revenue from the admission price component of ticket sales to all DePaul-Sponsored Events except that (a) each MPEA Ticket Surcharge is for the account of the MPEA; and (b) (i) 100 general admission tickets to all DePaul men’s basketball games at the Facility and (ii) 302 Club Seat tickets to all DePaul women’s basketball games at the Facility will be provided to the MPEA at no charge with the MPEA having a right to all revenue from the sale of such tickets. 44 Suite Rights. DePaul shall (2) have exclusive use and control of six suites, including, for the avoidance of doubt, the right, at DePaul’s expense, to purchase tickets to all Events for all seats assigned to such suites and the right to decorate such suites, in the Facility (and any associated parking passes) as set forth in Section 2.7, and (b) receive revenues with respect to tickets from DePaul-Sponsored Events related to MPEA Suites as set forth in Section 32. 4.5 Loge Box and Club Seating Rights. 45.1 DePaul will be entitled to receive (a) all revenue, including license fees, premiums, donations and other revenue components (including the admission price component), other than any Concessions Revenues component, from all Loge Box sales for DePaul- Sponsored Events, and (b) all revenue, including license fees, premiums, donations and other rovssoa77 1241772 ul revenue components, other than the admission price component and any Concessions Revenues component, from all Loge Box sales for Other Events. 4.5.2. The purchase price for each Club Seat ticket will be comprised of two components: (a) the admission price component for the event and (b) the Club Seat premium. ‘The MPEA will be entitled to receive the Club Seat premium component of the revenue from all Club Seat ticket sales, including for DePaul-Sponsored Events. DePaul will be entitled to receive the admission price component of the revenue from Club Seat ticket sales for all DePaul- Sponsored Events, except for Club Seat ticket sales for all DePaul women’s home basketball games at the Facility, which revenue shall accrue to the MPEA. The admission price component of the purchase price for a Club Seat ticket to a DePaul-Sponsored Event will be deemed to equal the highest price otherwise charged for admission to such event (exclusive of Suites, Loge Boxes, Club Seats and courtside seats). 4.6 DePaul Season Ticket Holders. ‘The MPEA and DePaul shall use commercially reasonable efforts to pre-market tickets to Other Events to all holders of season tickets to DePaul men’s home basketball games and to all licensees of DePaul Suites, prior to offering such tickets for sale to the general public. 4.7 Parking. 4.7.1. The MPEA will provide 2,000 parking spaces for each DePaul-Sponsored Event held at the Facility, which spaces may be in the parking facility existing as of the Effective Date across East Cermak Road from the location of the Facility (the “East Cermak Road Parking Facility”) or any other parking facility within the boundaries of Planned Development 331 (a “Parking Facility”). The MPEA will direct each vehicle arriving at the Facility in connection with each DePaul-Sponsored Event to the Parking Facility that at the time is closest in proximity to the Facility and has parking spaces available. Notwithstanding the foregoing, during each DePaul-Sponsored Event, each Parking Facility shall be available to all users and shall not be reserved exclusively for vehicles arriving for such DePaul-Sponsored Event. Parking will be available at standard convention rates with provisions for discounted evening and student parking where suitable. The MPEA shall clean and maintain the parking areas in accordance with Applicable Law and the MPEA’s usual and customary cleaning and maintenance operations for comparable facilities. Twenty monthly parking permits will be made available to the relevant full-time staff of DePaul (for the avoidance of doubt, DePaul’s full-time staff shall have the option, but not the obligation, to subscribe to such monthly parking permits), and a sufficient number of daily parking permits will be made available to DePaul event day staff for each DePaul-Sponsored Event on the day of such DePaul-Sponsored Event, in each case at an ongoing market-competitive rate. 4.7.2. The MPEA shall construct a skybridge connecting the East Cermak Road Parking Facility with the Facility (the “Skybridge”). The Skybridge shall be constructed no later than the date of Substantial Completion of the Facility and shall be considered part of the Facility for all purposes under this Agreement; provided, however, that if the Skybridge is not constructed by such date, the MPEA shall provide alternate arrangements to facilitate traffic ‘management across Cermak Road so that users of the East Cermak Road Parking Facility can o9ssaa77 12417172 12 access the Facility and the MPEA shall not be subject to any damages with respect to the failure of the Skybridge to be constructed by such date so long as the MPEA provides such alternative arrangements reasonably satisfactory to DePaul. 4.73. The MPEA shall have the right to receive all revenues in connection with parking related to the DePaul-Sponsored Events and the Other Events. 4.7.4 For each DePaul-Sponsored Event, the MPEA will make available to DePaul an appropriate number of parking spaces, half of which will be without cost to DePaul, in a parking lot adjacent to the Facility for use by Broadcasting company personnel and credentialed members of the press, 48 Exclusivity. 4.8.1 Without limiting the generality of any provision of this Agreement, the MPEA shall not authorize or grant any Person other than DePaul (a) any right or license to use, occupy or conduct business from DePaul Exclusive Areas at any time (it being understood that DePaul shall hold such right or license exclusively, including during the holding of Other Events at the Facility), (b) any right or license to use, occupy or conduct business from the Facility or any portion thereof on the date of any DePaul Basketball Game, (c) any right or license to use, occupy or conduct business from those portions of the Facility as are necessary for basketball practice (whether by a DePaul basketball team or a visiting team) on any basketball practice day during a period that commences six hours prior to the first scheduled practice and ends upon the scheduled completion time for the final practice, (d) any right or license to use, occupy or conduct business from any portion of the Facility during any time that would materially interfere any scheduled DePaul-Sponsored Event (the periods described in clauses (a) through (4) with respect to the portions of the Facility identified therein, the “DePaul Use Periods”); or (e) any right or license to operate, coordinate, control or exploit the DePaul Rights (or any portion thereof) at any time during the Term. 4.8.2 If the MPEA wishes to schedule any Other Event at the Facility di any DePaul Use Period, then the MPEA shall be free to schedule such Other Event at the Facility provided (a) DePaul has wholly or partially released such date to the MPEA, (b) such Other Event shall not materially interfere with DePaul’s preparation for such DePaul-Sponsored Event, and (c) such Other Event shall in all events be required to conclude, and any changeover of the ility to a basketball configuration, if applicable, shall in all events be completed, at least six hours prior to the commencement of the DePaul-Sponsored Event. 4.9 Access. 4.9.1 DePaul Access. The MPEA hereby grants to, and covenants and agrees to maintain for, DePaul and its invitees, including members of the media and DePaul recruits, subject only to the access and entry rights expressly reserved for the MPEA under this ‘Agreement, (a) the right to bring onto the Facility (and permit any of their respective invitees to bring onto the Facility), and retain ownership and control of, items of personal property, (b) the exclusive right to use the Permitted Use Areas in accordance with Section 4.1 (the “DePaul Use Rights”), (c) the exclusive right to use, and uninterrupted access to and from, DePaul Exclusive ‘ro9ssin77 12417172 13 Areas, including all accessory rights of entry, ingress and egress, on a 24-hour per day, year- round basis, and (d) the right to enter the Facility during DePaul Use Periods to the extent necessary or desirable to permit DePaul to exercise and perform the DePaul Rights (or with respect to any DePaul Rights the exercise of which is not limited to DePaul Use Periods, at other times necessary or desirable for the performance of such DePaul Rights) (clauses (a)-(d) collectively, the “DePaul Access Rights”); provided that (x) DePaul Access Rights do not entitle DePaul to have access to Other Events without appropriate admission tickets and (y) in its exercise of DePaul Access Rights, DePaul shall not materially interfere with the rights of Other Users during Other Events. Any breach by the MPEA of its obligations under this Section 4.9.1 that materially interferes with the exercise or performance of the DePaul Access Rights shall be a “DePaul Access Rights Default”. 4.9.2. MPEA Access. DePaul acknowledges that the MPEA shall have the right to use, and uninterrupted access to and from, the Facility, including all accessory rights of entry, ingress and egress, on a 24-hour per day, year-round basis, except for DePaul Exclusive Areas; provided, however, that during DePaul Use Periods, unless DePaul has wholly or partially released any such period, the MPEA shall only have such access to the Floor and other areas reserved exclusively for DePaul’s use under this Agreement necessary or desirable to permit the MPEA to exercise and perform Facility Management. The MPEA shall have the right to enter DePaul Exclusive Areas (a) only once per quarter in each Contract Year, during normal business hours and upon reasonable notice, for the purposes of inspection of the Facility, and (b) upon reasonable prior notice whenever necessary to perform the Facility Management; however, any such entry by the MPEA shall be conducted in such a manner as to minimize interference with the business being conducted in DePaul Exclusive Areas. Notwithstanding the preceding sentence, the MPEA shall have the right to enter DePaul Exclusive Areas at any time and in any circumstance in which the MPEA in good faith believes that immediate action is required in order to safeguard lives or property (the rights, subject to the limitations thereon, described in the preceding three sentences, collectively, the “MPEA Access Rights”). DePaul shall not be responsible for assisting the MPEA with access to the Facility nor shall DePaul take any action that hinders or restricts the MPEA’s access to the Facility in any significant respect. Any breach by DePaul of its obligations under this Section 4.9.2 that materially interferes with the exercise or performance of the MPEA Access Rights shall be an “MPEA Access Rights Default”. 4.9.3 Media Access. Consistent with and in support of DePaul’s Media Rights granted in Section 4.2 above, the MPEA shall provide to all Broadcasting companies (a) access for Broadcasting equipment (1) on the Floor level at mutually agreeable locations and (2) at predetermined upper level camera locations and platforms; and (b) the right for any such Broadcasting company to use the Facility’s electrical panel and television lights, and sufficient electricity for such Broadcasting. Such Broadcasting company shall bear all extraordinary labor, material or equipment costs in connection with such Broadcasting, shall not materially interfere with any of the applicable DePaul-Sponsored Events, and shall be responsible for any damages to persons or property incurred as a result of such Broadcasting. Without limiting the foregoing, the MPEA will cooperate in all reasonable respects with DePaul and the appropriate Broadcasting company to ensure that Broadcasting is available for any DePaul-Sponsored Event which DePaul selects. For purposes of such Broadcasting, the MPEA agrees that the lighting on and around the periphery of the basketball court shall be no less than 175 foot candles. ‘rogseo277 12417172 14 4.10 Priority. The MPEA represents, warrants, covenants and agrees that the DePaul Rights under this Agreement shall be senior and prior to any right related to the Facility created by or arising in favor of third parties through the MPEA, whether created in compliance with or violation of this Agreement. Right to Identify Dangerous Conditions. Without limiting the generality of any jon entitling a Party to expedited relief, in the event that (a) DePaul in good faith believes a condition exists at the Facility that requires immediate action in order to safeguard lives or property, and (b) the MPEA has not commenced reasonable action in order to safeguard lives or property within 10 days after being requested, in writing, to do so by DePaul (which writing must include reasonable detail of such dangerous conditions and suggested corrective actions), DePaul may seek an expedited order from a court of competent jurisdiction determining whether such a condition exists and, if so, ordering the MPEA to take all necessary corrective action within a reasonable amount of time. If the MPEA does not comply with any such order, DePaul may undertake the ordered corrective actions. Subject to Section 19.13, the MPEA shall pay and reimburse DePaul for the reasonable costs and expenses incurred by DePaul as a result of any such actions taken by DePaul that the MPEA otherwise was obligated to take under this Agreement (as determined by the court) 4.12 Authority of MPEA. The MPEA shall have the exclusive right and authority to exercise, or, subject to Section 13.2, delegate the exercise of, its rights, powers and duties as operator of the Facility. ‘The powers of the MPEA with respect to the Facility shall be subject only to the exceptions and limitations expressly set forth in this Agreement. DePaul shall comply with such reasonable rules governing the security of the Facility as shall be established by the MPEA from time to time consistent with the provisions of this Agreement. 4.13 Interruption of DePaul-Sponsored Events. Notwithstanding any other provision of this Agreement, each of DePaul and the MPEA shall at all times retain the right to cause the interruption of any DePaul-Sponsored Event when necessary to protect public safety, and to likewise cause the termination of such DePaul-Sponsored Event when such act is necessary to protect public safety. The MPEA agrees that it shall permit the resumption of any interrupted DePaul-Sponsored Event as soon as the circumstances giving rise to the public safety concerns have been corrected or eliminated, and further, the MPEA agrees that it shall use commercially reasonable efforts to reschedule any DePaul-Sponsored Event that has been cancelled or cannot be resumed within a reasonable time on the day it was interrupted to the first available open date that is acceptable to DePaul. The MPEA shall (a) waive any rental payments required to be made by DePaul pursuant to Section 7.2 for any DePaul-Sponsored Event that has been cancelled due to a Force Majeure Event or severe weather or other similar act of God, and (b) for the purposes of any rental payments required to be made by DePaul pursuant to Section 7.2 for any DePaul-Sponsored Event that has been postponed and rescheduled, waive any additional rental payments, such that DePaul shall be responsible for only one payment for the rescheduled DePaul-Sponsored Event as if such event had originally been scheduled to occur on the date to which it was postponed. The MPEA also shall provide DePaul with reasonable assistance if DePaul wishes to attempt to acquire a date or time period from any User that has booked such date or time period at the Facility for the rescheduling of such a DePaul-Sponsored Event. DePaul shall be solely responsible for all costs of such acquisition; provided that, if such DePaul- Sponsored Event cannot be rescheduled at the Facility despite the good faith efforts of DePaul ovsao277 12417172 45 and the MPEA, DePaul shall have the right to reschedule such event at any venue of its choosing at no additional cost or penalty under this Agreement, 4.14 Undisturbed Use. The MPEA acknowledges and agrees that DePaul, upon paying when due all payments under this Agreement that are DePaul’s responsibility, and upon complying in all material respects with all of DePaul’s other covenants in this Agreement, shall have undisturbed use of the Facility for all uses permitted under this Agreement without hindrance or molestation by or from the MPEA or any other party, 4.15 DePaul Compliance. DePaul shall comply (or require compliance) in all material respects with all Applicable Laws relating to any uses, activities or operations conducted by DePaul at the Facility, including in connection with the exercise of all DePaul Rights. DePaul shall not permit any Liens or Encumbrances to be placed on its interests in the Facility or the ity Site and DePaul shall not place or permit any Person acting on its behalf to place any Liens or Encumbrances on the Facility or the Facility Site. ARTICLE 5 TAX BEN! ‘TITLE TO THE FACH 5.1 MPEA Ownership Interest. Subject to the terms and provisions set forth in this Agreement, and at all times during the Term, legal ownership and control of and legal title to the Facility (including the Faci ) and all installations, additions, appointments, partitions, hardware, fixtures and improvements, whether temporary or permanent (except, in each case, only for (a) furniture, trade fixtures and equipment and other personal property belonging to DePaul that is properly in the Facility and (b) any equipment or systems, fixed or moveable, that are leased by or in the name of DePaul, or to which the vendor retains legal title, placed in or upon the Facility (including the Facility Site), whether placed there by the MPEA, DePaul or any other Person) are and at all times shall be vested in and remain in the MPEA. For the sake of clarity, any installations, additions, appointments, partitions, hardware, fixtures and improvements placed in or upon the Facility (including the Facility Site) that are purchased, procured or constructed by or through the contract entered into by the MPEA for the construction of the Facility shall be vested in and remain in the MPEA. 5.2 MPEA’s Suite Rights, Twenty-two suites shall be located in the Facility. DePaul shall have exclusive rights with respect to six suites pursuant to Section 2.7. The MPEA shall have the exclusive right to market and license the remaining 16 suites at the Facility (the “MPEA Suites”). The MPEA will be obligated to require each MPEA Suite licensee to purchase season tickets to DePaul men’s home basketball games for all seats in the applicable suite for the duration of the MPEA Suite license, and the revenue from such season tickets shall accrue to DePaul. The MPEA may include the purchase price of season tickets to DePaul men’s home basketball games in the license fees for the MPEA Suites or may obligate the MPEA Suite licensee to purchase such tickets separately. If the purchase price of season tickets to DePaul men’s home basketball games is included in the MPEA Suite license fee, then the admission price component of the MPEA Suite license fee applicable to each such home game will be deemed to equal the highest price otherwise charged for admission to such game (exclusive of Suites, Loge Boxes, Club Seats and courtside seats). Each MPEA Suite licensee will have a o9sa0277 12417172 16 right of first refusal to purchase tickets for all seats in such MPEA Suite to any other DePaul- Sponsored Event, in which event any such revenue shall accrue to DePaul. To the extent an MPEA Suite licensee does not exercise the right to purchase tickets for any other DePaul- Sponsored Event and another party purchases such tickets, the related ticket revenue shall likewise accrue to DePaul. 5.3 MPEA’s Right to Revenues. Except for the rights to revenues specifically anted to DePaul pursuant to the terms of this Agreement, the MPEA shall have the exclusive right to all revenues with respect to the Facility, including all Concessions Revenues, all Retail Revenues, all Media Revenues and all revenues resulting from, arising out of or in connection with the MPEA’s Pouring Rights within the Facility. 5.4 DePaul’s Interest, The DePaul Contribution shall be consideration in exchange for the Anchor Tenant Rights and Naming Rights related to the Facility granted herein and DePaul’s right to receive the Termination Payment (as hereinafter defined) pursuant to Section 7.3; provided, however, for the avoidance of doubt, there shall be no set-off against the Termination Payment for any actual ot imputed value realized by DePaul during the Term in connection with the Anchor Tenant Rights or the Naming Rights. The Rental Payments (as hereinafter defined) shall be consideration in exchange for the DePaul Use Rights granted herein. At the end of the Term, upon payment to DePaul of the Termination Payment in accordance with and to the extent permitted by Section 7.3, DePaul shall execute and deliver to the MPEA (in a form reasonably prescribed by the MPEA) all documents necessary to evidence the extinguishment of all DePaul Rights, including the Anchor Tenant Rights, Naming Rights and DePaul Use Rights, in accordance with this Section 5.4, 5.5 Tax Ownership. At all times during the Term, the MPEA shall be the sole owner of the Facility for U.S. federal income tax purposes. For the avoidance of doubt, DePaul shall have no ownership interest in the Facility for U.S. federal income tax purposes. ARTICLE 6 TERM ‘The term of the DePaul Rights (other than DePaul’s right to use and occupy the Facility, which shall commence on the Commencement Date) shall be effective from and after the Effective Date. The term of this Agreement (“Term”) shall end on the conclusion of the 50" Contract Year following the Commencement Date (such ending date being the “Scheduled Expiration Date”), unless extended or sooner terminated pursuant to any applicable provision of this Agreement (the Scheduled Expiration Date, as it may be so accelerated by early termination, and as it may be extended, being the “Expiration Date”), ARTICLE 7 PAYMENTS 7.1 DePaul Contribution. Prior to Substantial Completion, the MPEA shall provide DePaul with reasonably detailed monthly reports (the “MPEA Contribution Reports") with ‘yo9sen277 12417172 17 respect to the funds applied to date to the payment of costs of constructing the Facility, which reports shall specifically identify (a) the costs of the Facility paid by the MPEA to date from the MPEA Contribution and (b) the amount of the MPEA Contribution remaining to be applied in the future to such costs. Subject to the terms, provisions and conditions of this Agreement, DePaul shall pay to the MPEA the entire DePaul Contribution no later than June 1, 2016; provided, however, that (x) each month the Parties shall review the MPEA Contribution Reports and shall project future monthly spending to the date of Substantial Completion, and (y) if the Parties together determine that the MPEA will have expended the entire MPEA Contribution prior to June 1, 2016, then, (i) prior to June 1, 2016, beginning on the date on which the final installment of the MPEA’s share of the construction costs of the Facility shall have been actually paid by the MPEA to the design-build contractor, DePaul shall pay to the MPEA from time to time and on an as-needed basis, so much of the DePaul Contribution as is necessary to provide for the timely payment of the costs of constructing the Facility, as evidenced by reasonably available supporting information including unpaid invoices and receipted bills; and (ii) no later than June 1, 2016, DePaul shall pay to the MPEA the balance of the DePaul Contribution. The proceeds of the DePaul Contribution shall be placed into a trust account and used by the MPEA to fund the construction costs of the Facility. If at any time after June 1, 2016 the DePaul Contribution is increased as a result of a feature proposed by DePaul pursuant to Section 2.4.1, DePaul shall make such payment to the MPEA as soon as reasonably practicable; provided, however, the MPEA shall have no obligation to incorporate such feature into the construction of the Facility until the MPEA has received payment from DePaul for all additional design and construction costs related to such feature. 7.2 Rental Payments. Beginning on the Commencement Date, DePaul shall be required to make the following periodic payments to the MPEA as DePaul’s exclusive rental payment obligations hereunder in consideration for all DePaul Use Rights: (a) for each men’s basketball game, the amount of $25,000 (during the first Contract Year); (b) for each women’s basketball game, the amount of $7,500 (during the first Contract Year); (c) for all commencement exercises (in the aggregate), the amount of $20,000 (during the first Contract Year); and (4) for each other DePaul-Sponsored Event, the amount of $20,000 (during the first Contract Year) (clauses (a)-(d), collectively, and as adjusted from time to time pursuant to this Section 7.2, the “Rental Payments”) in accordance with the MPEA’s invoicing and settlement procedures; provided, however, notwithstanding anything to the contrary herein, the Rental Payment for each women’s basketball game occurring at the Facility on the same date as a men’s basketball game at the Facility shall be half of the then applicable Rental Payment for women’s basketball games provided for in this Section 7.2; provided, further, notwithstanding anything to the contrary herein, no Rental Payments shall be due with respect to basketball practices or recruiting visits or events, In each Contract Year thereafter, each Rental Payment shall be in an amount equal to the sum of (x) the Rental Payment for such category (i.e., men’s basketball games, women’s basketball games, commencement exercises, or other DePaul-Sponsored Events) for the previous Contract Year (the “Prior Payment”), plus (y) the product of (1) the lesser of (A) the CPI Annual Adjustment or (B) 2.5%, times (II) the Prior Payment. All such Rental Payments shall be all-inclusive, including customary technology and internet/witeless services, public utilities, water, and maintenance personnel. 7.3 Termination Payment. 0980277 12417172 18 7.3.1 Upon expiration of this Agreement or the earlier termination of this Agreement, including as a result of an MPEA Default pursuant to Sectiot 2 or a termination after a Casualty pursuant to Section 11.3.1, the MPEA shall pay to DePaul an amount (the “Termination Payment”) equal to (a) DePaul’s proportionate share of the land acquisition and construction costs related to the Facility and Facility Site (collectively, the Facility and the Facility Site are referred to in this Section 7.3 as the “Property”) multiplied by (b) the fair market value of fee title to the Property (the amount in this clause (b), the “Fair Market Value”) in the manner and at the times set forth in this S. ; provided, however, upon the termination of this Agreement by DePaul pursuant to Section 12.1.1 or the MPEA pursuant to Section 14.2.1 any Termination Payment otherwise payable pursuant to this Section 7.3 shall be reduced by the Termination Payment Discount. For purposes of such Termination Payment, DePaul’s proportionate share of the Property land acquisition and construction costs shall be equal to a fraction, the numerator of which shall be the amount of the DePaul Contribution and the denominator of which shall be the sum of the DePaul Contribution plus the MPEA Contribution. The Fair Market Value shall be determined, at the discretion of the MPEA, either through an arm’s length sale of the Property by the MPEA, in which case the Fair Market Value shall be the sale price of the Property net of customary and reasonable transaction costs (the “Sale Option”), ‘or pursuant to the appraisal methodology described in Section 7.3.2(b) (the “Appraisal Option”). 73.2 Inthe event that this Agreement has not been terminated prior to the 180th day preceding the Scheduled Expiration Date (the “Final Termination Notice Date”), then no later than such Final Termination Notice Date, the MPEA shall provide notice to DePaul as to whether the MPEA will exercise the Sale Option or the Appraisal Option. (a) If the MPEA elects to exercise the Sale Option, then (i) no later than 60 days prior to the Scheduled Expiration Date, the MPEA shall provide to DePaul an executed sale agreement for the Property, which shall provide that the sale of the Property shall occur, and that all proceeds from the sale of the Property shall be received by the MPEA, no later than 30 days after the Scheduled Expiration Date and (ii) no later than 30 days after the Scheduled Expiration Date, the MPEA shall make the Termination Payment to DePaul. (b) Ifthe MPEA elects to exercise the Appraisal Option: (i) The MPEA and DePaul shall each appoint a Qualified Appraiser (as defined below) within seven days to determine the Fair Market Value, (If. either the MPEA or DePaul fails to appoint a Qualified Appraiser within the required seven day period, the Qualified Appraiser appointed by the other Party shall serve as the sole appraiser and shall independently determine the Fair Market Value within 30 days following such appointment.) For purposes of this Section 7.3.2, the term “Qualified Appraiser” shall mean an independent appraiser who shall be a member of the American Appraisal Institute, who shall be MAI certified and who shall have at least 10 years of experience in appraising commercial real estate in the Chicago metropolitan area. (ii) ‘The Qualified Appraisers so appointed shall, within 30 days after the appointment of both of them, each submit to the MPEA and DePaul their respective appraisals of the Fair Market Value. If the appraisals of the Fair Market Value ‘ogsno277 12417172, 19 determined by the two Qualified Appraisers differ by no more than 10% of the amount of the higher appraisal, then the Fair Market Value shall be the average of the two appraisals. If the appraisals of the Fair Market Value determined by the two Qualified Appraisers differ by more than 10% of the amount of the higher appraisal, each Qualified Appraiser shall submit a written report to the MPEA and DePaul and shall together within seven days appoint a third Qualified Appraiser. If the two Qualified Appraisers shall be unable to agree on the selection of a third Qualified Appraiser, then either Qualified Appraiser, on behalf of both, may request the chapter of the American Appraisal Institute located nearest to the Property to make such appointment. The third Qualified Appraiser shall appraise the Property and submit to the MPEA and DePaul a report within 30 days of being appointed. ‘The Fair Market Value shall be the average of the three appraisals of the Property as determined by such Qualified Appraisers; provided, however, if any such appraisal differs from the median of such appraisals by more than 10% of the amount of the highest appraisal, the Fair Market Value shall be the average of the two closest such appraisals. Each of the MPEA, on the one hand, and DePaul, on the other hand, shall pay the fees and expenses of the Qualified Appraiser selected by it; the MPEA and DePaul shall share equally the fees and expenses of a single or the third Qualified Appraiser. (ii) In any event, (A) no later than 60 days prior to the Scheduled Expiration Date, the MPEA shall fund an escrow account with a bank, trust company or national banking association for the purpose of depositing therein, in trust for the benefit of DePaul, cash and/or direct and general obligations of the United States of America the maturing principal of and interest on which, together with any such cash deposit, will be in an amount sufficient to pay the Termination Payment based on the Fair Market Value determined as described above, and (B) no later than the Scheduled Expiration Date, the MPEA shall make the Termination Payment to DePaul. (©) _ If the MPEA is unable to meet the requirements of subsections (ai) or (@)Gii) under the time periods set forth therein and DePaul, acting reasonably, does not agree to an extension of such time periods, then the MPEA shall be required to exercise the Appraisal Option, in which case (i) a determination of the Fair Market Value shall be completed in accordance with the methodology, and within the time periods, described in Section 7.3.2(b\()-(ii), and (ii) no later than 60 days after such determination is completed, the MPEA shall make the Termination Payment to DePaul. 7.3.3. In the event the MPEA is responsible for making the Termination Payment as a result of an MPEA Default, the MPEA shall (a) give notice to DePaul of its election to exercise the Sale Option or the Appraisal Option as soon as reasonably practicable after the Termination Date, (b) if the Appraisal Option is exercised, promptly undertake a determination of the Fair Market Value in accordance with the methodology, and within the time periods, described in Section 7.3.2(b)(i)-(ii), and (c) make the Termination Payment no later than 180 days after the Termination Date. 7.3.4 In the event the MPEA is responsible for making the Termination Payment as a result of a termination after a default described in Section 14.2.1, the MPEA shall (a) give notice to DePaul of its election to exercise the Sale Option or the Appraisal Option as ‘o9seoa77 12417172 20 soon as reasonably practicable afier the termination date related to such default, (b) if the Appraisal Option is exercised, promptly undertake a determination of the Fair Market Value in accordance with the methodology, and within the time periods, described in Section 7.3.2(b(i)— (i, and (¢) make the Termination Payment (i) if the Sale Option is exercised, no later than 180 days after the termination date related to such default or (ii) if the Appraisal Option is exercised, at any time on or prior to the earlier of (A) the fifth anniversary of the date that is 180 days after the termination date related to such default or (B) the Scheduled Expiration Date. 73.5. In the event the MPEA is responsible for making the Termination Payment as a result of a termination after a Casualty pursuant to Section 11.3.1 ot for any other reason (other than the reasons described in Section 7.3.2, Section 7.3.3 and Section 7.3.4), the MPEA shall (i) give notice to DePaul of its election to exercise the Sale Option or the Appraisal Option as soon as reasonably practicable after the Casualty Termination Date or the termination date related to such other event, as applicable, (ii) if the Appraisal Option is exercised, promptly undertake a determination of the Fair Market Value in accordance with the methodology, and within the time periods, described in Section 7.3.2(b)(i)-(ii), and (iii) make the Termination Payment no later than 180 days after the Casualty Termination Date or the termination date related to such other event, as applicable. 73.6 In the event that the MPEA does not have sufficient funds legally available to fund the escrow account pursuant to Section 7.3.2(b)(iii)(A) or to make the Termination Payment by the date required under Section 7.3.2(c), Section 7.3.3, Section 7.3.4 or Section 7.3.5, then the MPEA shall take all appropriate measures within its legal authority and reasonably satisfactory to DePaul that are necessary to raise such amount so that it may be paid by the MPEA to DePaul by the applicable date payment is required, which measures may include authorizing and offering for sale upon reasonable and customary terms and conditions and, upon such sale, issuing revenue bonds of the MPEA in an amount sufficient to provide net bond sale proceeds in an amount not less than the amount of the Termination Payment, 7.3.7 This Section 7.3 shall survive the expiration or earlier termination of this ‘Agreement. 7.4 Annual Statements, As soon as practicable after the end of each Contract Year during the Term, and in any event within 120 days thereafter, the MPEA will furnish DePaul an annual financial statement (the “Annual Statement”) summarizing all of the MPEA’s revenues, payments, expenses and related obligations pursuant to this Agreement for the Contract Year then ended. Each Annual Statement shall include a summary of all the MPEA’s revenues and expenses directly relating to the Facility for such Contract Year, along with an itemized statement of each Rental Payment made by DePaul to the MPEA during the Contract Year. Each Annual Statement shall be endorsed by the MPEA’s Chief Financial Officer and shall be subject to DePaul’s audit rights under this Agreement. During the Term, DePaul and the MPEA will establish a schedule on which to evaluate periodically the allocation of Facility revenue sources in light of the actual revenue derived or to be derived from those sources at the time of such evaluation. Under certain circumstances and within parameters to be agreed, DePaul and the MPEA, upon reaching mutual agreement, may permit or require the adjustment of such allocation as necessary to address material deviations between the forecasted and actual revenue derived from such sources. ‘ogsan277 2a1T172 21 ARTICLE 8 OPERATIONS. 8.1 Facility Management. 8.1.1 During the Term, the MPEA shall have the right and responsibility to manage, coordinate, control and supervise the conduct and operation of the business and affairs pertaining to or necessary for the operation, management, and Maintenance of the Facility, including the specific items or actions for DePaul-Sponsored Events hour per day, year-round basis, subject to the terms and pro (collectively, “Facility Management”). The MPEA shall have such Facility Management rights and responsibilities, and shall provide, perform and take (or cause to be provided, performed or taken) all such Facility Management services and actions, as may be necessary to Maintain the Facility in accordance with Section 2. 8.1.2 The MPEA’s Facility Management rights shall include the following, in each case, in accordance with Applicable Law: (a) scheduling, contracting for, marketing and promoting Other Events; and (b) selling, marketing and establishing the prices, rates, rentals, fees or other charges for goods (other than NCAA- or DePaul-branded merchandise), services or rights (other than the DePaul Rights) available at or with respect to the Facility. 8.1.3. The MPEA’s Facility Management responsibilities shall include the following, in each case, in accordance with Applicable Law: (@) providing staff and personnel for the function and operation of the Facility, except for (j) ticket takers and ushers for DePaul-Sponsored Events, unless otherwise contracted for such services by DePaul and (ii) all referees, timekeepers, scorekeepers and other basketball officials for each DePaul Basketball Game, which shall be provided by DePaul; (b) supplying all materials and supplies regularly used and consumed in the operation of the Facility; (©) _ providing Maintenance of the Facility necessary to maintain the Facility (including the DePaul Exclusive Areas) in accordance with the terms of this Agreement, including Section 2.1; (@ preparing the Facility for Events and converting the Facility from one type of Event to another; and (©) maintaining insurance as specified in Article 10. ‘rooseun77 12447172 22 8.1.4 The MPEA shall cause operations of the Facility to be undertaken by the private manager with which it contracts to operate the McCormick Place Complex; pro} however, if the MPEA no longer contracts with a private manager to operate the McCormick Place Complex, the Parties shall undertake good faith negotiations to develop a mutually agreed approach related to the operations of the Facility, subject to Applicable Law, including any procurement requirements then applicable to the MPEA. 8.1.5 The MPEA shall be responsible for all costs related to the operations of the Facility, except for those costs for which DePaul shall be responsible pursuant to Section 8.1.6 To the extent that (a) the NCAA, (b) any athletic conference of which DePaul is a member or (c) any Person in connection with (i) any Media Rights to which DePaul or DePaul-Sponsored Events is subject or (ii) any contract to which DePaul is a party, shall change, amend, modify, revise any rules, regulations or requirements following the Effective Date, and such change, amendment, modification or revision, in and of itself, requires additional staffing or equipment that the MPEA would not otherwise have been obligated to provide that will increase the MPEA’s operating costs for any DePaul-Sponsored Event, or shall require a Capital Expenditure that is not a Necessary Capital Expenditure, then DePaul shall be responsible for the cost of such Capital Expenditure and/or all such increased or additional operating costs. If DePaul fails to comply with any such change to any such rules, regulations or requirements, it may not claim that any Untenantable Condition has been caused by the failure to have such staffing or equipment and it may not seek any other remedy hereunder that would otherwise arise as a result thereof. 8.2 Operation of DePaul-Sponsored Events. The MPEA or its selected management company shall be responsible for providing ticket sellers for all DePaul-Sponsored Events at the MPEA’s sole cost and expense. DePaul shall be responsible for providing at DePaul’s sole cost and expense, (a) all ticket takers and ushers in connection with all DePaul-Sponsored Events at the Facility, provided, however, DePaul may request to contract with the MPEA for the MPEA. to provide such services at DePaul’s cost, in which case the MPEA shall use best efforts to come to an agreement with DePaul to perform such services and (b) all referees, timekeepers, scorekeepers and other basketball officials for each DePaul Basketball Game. 8.3 Pouring, Designation and Branding Rights: Catering Rights. The MPEA shall have the sole right, subject to consultation with DePaul, to select and retain all revenues from all sponsors that receive official vendor designations at the Facility, including sponsors that receive any Pouring Rights related to the Facility. The parties expressly agree that alcohol is not permitted for sale or use at NCAA-championship games, and all alcohol signage, if any, shall be covered by the MPEA at the MPEA’s sole cost prior to any such game. The MPEA shall have the exclusive right to conduct catering operations at the Facility, to select one or more catering operators for the Facility and to retain all revenues from such catering operations. During the Term, DePaul at its sole cost and expense shall have the right to contract with the MPEA’s catering operator(s). 8.4 DePaul Consultation Rights: Audit Rights. 709580277 12417172 23 8.4.1 DePaul shall have the right periodically, and at least once per Contract Year, to review and consult with the MPEA on the MPEA’s operations and maintenance performance with respect to the Facility. 84.2 The MPEA shall keep books and records (“Facility Books and Records”) in accordance with generally accepted accounting principles in the United States consistently applied, relating to the determination and calculation of all costs, expenses, fees and payments pursuant to this Agreement for each Contract Year. The MPEA shall retain all such Facility Books and Records for a period of three years after the end of the Contract Year pertaining to such Facility Books and Records. Upon reasonable prior notice, the MPEA hereby agrees to make available to DePaul, for inspection, examination and audit during normal business hours and for a reasonable number of days, the Facility Books and Records in order to verify the MPEA’s compliance with the applicable terms of this Agreement. In addition to the foregoing, in order to ensure compliance with this Agreement, the MPEA and DePaul shall meet from time- to-time and in accordance with the settlement procedures attached hereto as Exhibit L. 8.5 Security. DePaul shall be responsible for (a) Event-related security at the Facility for all DePaul-Sponsored Events as determined by the MPEA in its discretion after consultation with DePaul and (b) any necessary police services and traffic management services provided by the City of Chicago in connection with DePaul-Sponsored Events and DePaul shall be responsible for all costs and expenses related thereto. DePaul, in its discretion, may request for the provision of security services by the MPEA or its outside contractors in connection with any DePaul-Sponsored Event at DePaul’s sole expense. Any guards, ushers or ticket takers provided by DePaul for DePaul-Sponsored Events shall be subject to such security procedures and training as determined by the MPEA in its discretion and DePaul shall ensure that such guards, ushers and ticket takers comply with such procedures and training at DePaul’s sole cost and expense. ‘The MPEA shall be responsible for Facility perimeter security on a 24-hour per day, year-round basis during the Term, including during DePaul-Sponsored Events, as determined by the MPEA in its discretion and shall be responsible for all costs and expenses related thereto. 8.6 Operation, Management and Maintenance Expenses. During the Term, except for costs expressly provided in this Agreement to be paid by DePaul, the MPEA shall be responsible for payment of all costs associated with Facility Management (including all costs associated with Maintenance of all areas of the Facility, and, subject to this Article 8, Capital Repairs (including replacement of the Floor and scoreboards, as needed)), the insurance it is required to carry under Article 10, and the performance of its other obligations under this Agreement (collectively, the “Operating Expenses”). 8.7 MBE/WBE Participation. Prior to Substantial Completion, the MPEA and DePaul shall jointly develop a plan describing in detail how the Parties intend to use Minority Business Enterprises (MBE) and Women Business Enterprises (WBE) in connection with the provision of goods and services at the Facility. 8.8 Hazardous Materials, DePaul agrees that it will not place, handle, hold, store, or dispose of any Hazardous Materials under, in or at the Facility (including the Facility Site) and DePaul shall strictly comply with all Applicable Laws related to Hazardous Materials, to the extent applicable to its activities. DePaul agrees that no gasoline, acetylene or other fuel or Togseo277 12417172 24 combustible substance shall be admitted to the Facility (including the Facility Site) by DePaul without the prior approval of the MPEA, such approval not to be unreasonably withheld, and any other Governmental Authority required under Applicable Law with respect to such matters, and DePaul shall not, without the prior written consent of the MPEA, such consent not to be unreasonably withheld, put up or operate any engine, motor or machinery in the Facility (including the Facility Site), or use oils, burning fluids, camphene, kerosene, naphtha, or gasoline for either mechanical or other purposes or any agent other than gas or electricity for illuminating the Facility (including the Facility Site), except in each case for incidental or immaterial quantities, or engines, motors or machinery or substances therein, included in vehicles and other property permissibly brought to the Facility (including the Facility Site) by DePaul under this Agreement (including vehicles for the transportation of DePaul players, staff, mascots and other personnel in the ordinary course). 8.9 Capital Repairs. The MPEA shall have responsibility for, and shall perform or cause performance of, all Capital Repairs on, upon, at or with respect to the Facility that are (a) required by Applicable Law or (b) necessary to maintain the Facility and the furniture, fixtures or equipment located therein in accordance with the design of the Facility reflected in Exhibit B as. such design is updated from time to time by Capital Expenditures made in accordance with the terms of this Agreement. The parties expressly agree that cach of the following shall be considered necessary Capital Repairs that should be done from time to time to comply with this Agreement: Floor repair and replacement, lighting repair and replacement, scoreboard repair and replacement, and television production- and Internet-related repair and replacement. 8.10 Capital Expenditures. The MPEA shall have responsibility for and shall perform or cause performance of Capital Expenditures on, upon, at or with respect to the Facility to the extent such Capital Expenditure is (a) required by Applicable Law or (b) related to a feature that is present, but was not present as of the Effective Date, in the home arena of at least half of the other teams in DePaul’s basketball conference; provided, however, that (i) if each such arena in which such feature is present is also the home arena of a National Basketball Association team, and (ii) such feature is present because of a requirement of either the National Basketball Association or the applicable National Basketball Association teams, the MPEA is only obligated to undertake Capital Expenditures related to such feature if such feature is present in the home arena of at least 75% of the other teams in DePaul’s basketball conference; provided, further, that if DePaul is in a conference of fewer than six teams, the MPEA is only obligated to undertake Capital Expenditures related to a feature that is present in at least half of the home arenas of NCAA Division I (or the then-current equivalent) schools (each Capital Expenditure described in clauses (a) and (b), a “Necessary Capital Expenditure”), Except as set forth herein, the MPEA shall have no obligation to undertake or fund any other construction or improvement to the Facility, including to comply with any rules, regulations, standards or requirements imposed on DePaul afier the Effective Date by the NCAA, any athletic conference of which DePaul may be a member, any Media Rights to which DePaul or DePaul-Sponsored Events may be subject or any contract to which DePaul may be a party. To the extent DePaul desires the MPEA to undertake any future Capital Expenditure that is not a Necessary Capital Expenditure, any such expenditure shall be subject to (x) the reasonable approval of the MPEA to the extent DePaul agrees to fund the construction of the improvement or (y) the discretion of the MPEA. if DePaul requests that the MPEA fund the To9sa0277 12417172 25 construction of the improvement, The MPEA reserves the right to undertake future Capital Expenditures that are not Necessary Capital Expenditures at its cost. Notwithstanding anything to the contrary in this Agreement, in no event shall the MPEA be obligated to increase the seating capacity of the Facility beyond 10,541 unless the MPEA agrees in its discretion. 8.11 Moratorium on Capital Expenditures. The Parties acknowledge and agree that, so long as in connection with the delivery of the certificate attached hereto as Exhibit M the Parties shall have certified that the Facility as delivered meets the requirements of this Agreement, no 1 Expenditures, except Necessary Capital Expenditures that are required to comply with changes in any rules, regulations, standards or requirements generally applicable to all members of the NCAA or any athletic conference of which DePaul may be a member, shall be required or permitted hereunder for a period of five Contract Years commencing with the Commencement Date. 8.12 Capital Budget. The MPEA, with input from DePaul regarding any DePaul- requested Capital Repairs or Capital Expenditures relating to DePaul’s use of the Facility, shall prepare a capital budget for each Contract Year to fund capital expenses related to the McCormick Place Complex, including any Capital Repairs and Capital Expenditures related to the Facility in accordance with the terms of this Agreement, The MPEA shall make such annual budget available to DePaul after approval of such budget by the MPEA’s Board of Directors. 8.13 Title to Alterations. All alterations, improvements, changes and additions made to or with respect to the Facility in accordance with Article 8, including any alterations, improvements, changes and additions made to or with respect to the Facility by DePaul at its expense, shall remain upon and be deemed to constitute a part of the Facility during the Term and after the Expiration Date, and the MPEA shall, at all times during the Term and thereafter, and subject to the terms and provisions of this Agreement, have legal ownership of and legal title to all such alterations, improvements, charges and additions; provided, however, (a) DePaul shall be treated as the “beneficial owner” of any such alterations, improvements, changes and additions to the extent of any unreimbursed Capital Expenditures incurred by DePaul for the sole purpose of permitting DePaul to claim all cost recovery and other available deductions respecting the same; and (b) any equipment, fixtures, furniture or other personal property added to DePaul Exclusive Areas of the Facility by DePaul at its expense shall remain the property of DePaul, and provided DePaul is in good standing under this Agreement DePaul at its expense may remove such items of equipment, fixtures, furniture and other personal property from the Facility on or prior to the expiration of the Term; provided that DePaul shall repair any damage to the Facility caused by such removal. ARTICLE 9 TAXES ‘As provided in this Agreement, legal ownership of and title to the Facility and other installations, fixtures and improvements owned or licensed by the MPEA or otherwise procured by the MPEA shall be in the MPEA. As provided in this Agreement, the DePaul Rights are the rights of DePaul. DePaul shall be responsible, during the Term, for the payment of all Taxes, if any (or payments in lieu thereof), created, levied, assessed, confirmed, adjudged, charged or ‘ossen277 AuTi 26 imposed by any Governmental Authority upon or with respect to the DePaul Rights. (collectively “DePaul Taxes”). Without limiting the generality of this Article 9, DePaul’s responsibility to pay DePaul Taxes incurred during the Term shall survive the expiration of this Agreement. ARTICLE 10 INSURANCE AND INDEMNIFICATION 10.1 Policies Required of DePaul. Beginning on the Commencement Date, and thereafter at all times during the Term, DePaul shall, at its sole cost and expense, obtain, keep and maintain the insurance policies described below in this Section 10.1, in each case subject to Section 10.4.3 and to customary deductibles. Each of the insurance policies that DePaul is required to maintain under this Section 10.1 shall list DePaul as the named insured and excluding workers compensation and employer’s liability, and property insurance shall name the MPEA and its officers, directors, and employees each as an additional insured as their interest may appear with respect to liability arising out of the named insured’s control, use, or occupancy of the Facility and/or conducting or permitting activities at the Facility, but only to the extent that such insurance for additional insureds is commercially available and provided that MPEA meets its obligation under Section 10.2 to provide comparable coverage to DePaul and its officers, directors, and employees as additional insureds on the MEPA insurance policies. 10.1.1 Commercial General Liability Policy. A commercial general liability insurance policy in the amount of One Million and No/100 Dollars ($1,000,000) per occurrence for bodily injury (including death) and property damage and Two Million and No/100 Dollars (82,000,000) General Aggregate including premises-operations, blanket contractual liability with the personal injury exclusions deleted, host liquor liability, independent contractors, personal and advertising injury, separation of insureds’ (severability of interests), products/completed operations, and no exclusion for explosion, collapse or underground damage occurring in, upon or about the Facility or resulting from, or in connection with, DePaul’s use or occupancy of the Facility or the negligent acts or omissions of any of DePaul Insured Parties (a) during DePaul- Sponsored Events and (b) at all times in DePaul Exclusive Areas or elsewhere in the Facility where a DePaul Insured Party is conducting activities. The DePaul GL Policy shall be in such amount and with such policy limits so that the coverage and limits are adequate to maintain the DePaul Excess/Umbrella Policy without gaps in coverage between the DePaul GL Policy and the DePaul Excess/Umbrella Policy. 10.1.2 Workers’ Compensation and Employer's Liability Policy. A workers’ compensation policy in compliance with the statutory requirements of the State of Illinois and any and all other similar statutory forms of insurance now or hereafter prescribed by Applicable Law, for all Persons employed by DePaul at the Facility and employer's liability of not less than One Million and No/100 Dollars ($1,000,000.00) for bodily injury by accident (each accident) not less than One Million and No/100 Dollars ($1,000,000.00) for bodily injury by disease (each employee) and not less than One Million and No/100 Dollars ($1,000,000.00) bodily injury by discase (policy limit). The DePaul Workers’ Compensation Policy shall be in such amount and with such policy limits so that the coverage and limits are adequate to maintain the DePaul ‘ossen277 12447172 27 Excess/Umbrella Policy without gaps in coverage between the DePaul Workers’ Compensation Policy and the DePaul Excess/Umbrella Policy. 10.1.3 Automobile. Automobile liability coverage insuring against liability arising from the maintenance, use, loading and unloading of all owned, non-owned, hired, leased or rented trucks, automobiles and other vehicles with a combined single limit of not less than One Million and No/100 Dollars ($1,000,000) each accident for bodily injury and property damage. 10.1.4 Excess/Umbrella Policy. An excess or umbrella liability insurance policy written on an occurrence basis in an amount not less than Seventy Million and No/100 Dollars ($70,000,000) per occurrence and in the aggregate providing coverage above the primary general liability, automobile liability and employer’s liability insurance. Such policy shall provide coverage at least as broad as the primary general liability, automobile liability, and employer's liability policies. 10.1.5 Property Insurance. Special Cause of Loss Insurance providing customary coverage against damage and destruction of DePaul Property in the amount of 100% of the replacement cost value of such DePaul Property without coinsurance and with customary deductibles. 10.2 Policies Required of the MPEA. Beginning on the Commencement Date, and thereafter at all times during the Term, the MPEA shall, at its sole cost and expense, obtain, keep and maintain the insurance policies described below in this Section 10.2, in each case subject to Section 10.4.3 and to customary deductibles. Each of the insurance policies that the MPEA is required to maintain under this Section 10.2 shall list as named insured the MPEA and excluding workers compensation and employer's liability and property insurance, shall name DePaul and its officers, directors, and employees each as an additional insured as their interest may appear with respect to liability arising out of the named insured’s ownership, control, use, or occupancy of the Facility and/or conducting or permitting activities at the Facility, but only to the extent that such insurance for additional insureds is commercially available and provided that DePaul meets its obligation under Section 10.1 to provide comparable coverage to the MPEA and its officers, directors, and employees as additional insureds on the DePaul insurance policies. 10.2.1 Commercial General Liability Policy. Subject to Section _10.2.6, a commercial general liability insurance pol in the amount of One Million and No/100 Dollars ($1,000,000) per occurrence for bodily injury and property damage and Two Million and No/100 ($2,000,000) general aggregate including garagekeepers legal liability premis ns, blanket contractual liability with the personal injury exclusions deleted, host liability, independent contractors, personal and advertising injury, separation of insureds’ (severability of interests), products/completed operations, and no exclusion for explosion, collapse or underground damage occurring in, upon or about the Facility or resulting from, or connection with the MPEA’s operation, use or occupancy of the Facility. The MPEA GL Policy shall be in such amount and with such policy limits so that the coverage and limits are adequate to maintain the MPEA Excess/Umbrella Policy without gaps in coverage between the MPEA GL Policy and the MPEA Excess/Umbrella Policy. ‘rogsmnn77 12417172 28 10.2.2 Workers’ Compensation and Employer's Liability Policy. Workers’ compensation in compliance with the statutory requirements of the State of Illinois and any and all other similar statutory forms of insurance now or hereafter prescribed by Applicable Law, providing statutory coverage under the laws of the State of Illinois for all Persons employed by the MPEA in connection with the Facility (collectively, the “MPEA Workers’ Compensati Policy”) and employer's liability of not less than One Million and No/100 Dollars ($1,000,000.00) for bodily injury by accident (each accident), not less than One Million and 'No/100 Dollars ($1,000,000.00) for bodily injury by disease (cach employee) and not less than One Million and No/100 Dollars ($1,000,000.00) bodily injury by disease (policy limit). ‘The MPEA Workers’ Compensation Policy shall be in such amount and with such policy limits so that the coverage and limits are adequate to maintain the MPEA Excess/Umbrella Policy without gaps in coverage between the MPEA Workers’ Compensation Policy and the MPEA Excess/Umbrella Policy. 10.2.3 Automobile. Automobile liability coverage insuring against liability arising from the maintenance, use, loading and unloading of all owned, non-owned, hired, leased or rented trucks, automobiles and other vehicles with a combined single limit of not less than One Million and No/100 Dollars ($1,000,000.00) each accident for bodily injury and property damage. 10.2.4 Excess/Umbrella Policy. An excess or umbrella liability insurance policy (the “MPEA Excess/Umbrella Policy”), written on an occurrence basis in an amount not less than Seventy Million and No/100 Dollars ($70,000,000) per occurrence and in the aggregate providing coverage above the primary general liability, automobile liability and employer's liability insurance, Such insurance shall provide coverage at least as broad as the primary general liability, automobile liability, and employer’s liability policies. Without limiting the MPEA’s obligations under any other provisions of this Section 10.2, each insurance policy that the MPEA is required to or does maintain under this Article 10 (including any policies that, pursuant to Section 10.2.6, may be maintained on a self-insured basis pursuant to any statutory authorization) shall be in such amounts and with such policy limits so that the coverage and limits are adequate to maintain full coverage under the MPEA Excess/Umbrella Policy with respect to the acts, omissions or Losses to be covered under such other policies and the MPEA Excess/Umbrella Policy. 10.2.5 Property Insurance Policy. A special cause of loss insurance policy (the “MPEA Property Insurance Policy”) providing coverage for the Facility against physical loss or damage or destruction from such perils as are covered by an “all risk” policy, together with such other perils customarily insured against in commercial property insurance policies in Chicago, Ilinois, including in all events without exclusions for terrorism, floods wind or hail, except to the extent insurance against such perils is from time to time not available on commercially reasonable terms in Chicago, Ilinois (in which case such insurance shall be obtained to the extent available on commercially reasonable terms). The MPEA Property Insurance Poliey shall be in an amount equal to 100% of the replacement cost value of the Facility, shall name the MPEA as the named insured. The MPEA shall have no obligation to insure DePaul Property. The MPEA Property Insurance Policy shall include Boiler and Machinery coverage and Demolition and Increased Cost of Construction (Law and Ordinance) coverage. In lieu of obtaining the MPEA Property Insurance Policy, the MPEA shall have the right to list the Facility ‘yo9swoo77 1aatTi72 29 on the MPEA’s blanket or master property insurance policy, provided that the coverage for the Facility and the terms required by this Section 10.2.5 are met by such blanket or master property insurance policy. 10.2.6 Self-Insurance. Notwithstanding anything to the contrary in Secti 10. and Section 10.2.5, but subject to its other obligations under 1 ‘Agreement, the MPEA may, in lieu of the MPEA GL Policy, MPEA Worker’s Compensa Policy and MPEA Automobile Policy, provide all coverage under such provisions pursuant to statutorily authorized self-insurance programs for municipal governments in Illinois that meet such requirements. For the avoidance of doubt, any such self-insurance program must provide at least the type and amount of coverage that would have been provided by third-party policies issued by a carrier meeting the requirements of this Article 10 and such program may not impose any conditions on the additional insureds or their rights not generally imposed by such third- party policies. The MPEA represents and warrants to DePaul that it has such statutory authorization. The MPEA’s rights under this Section 10.2.6 shall not relieve it of its obligations at all times to maintain the MPEA Excess/Umbrella Policy with a carrier meeting the requirements of this Article 10 10.2.7 Insurance Required of Users and MPEA Contractors. The MPEA. shall require each of the Users and any Contractors or Subcontractors selected by, and acting under the direction or control of, the MPEA to obtain and maintain insurance in accordance with MPEA requirements and to name the MPEA and DePaul and each of their respective officers, directors, and employees as an additional insured as their interest may appear with respect to liability arising out of the named insured’s work under all policies excluding workers compensation and employer's liability, and professional liability/errors & omissions. The MPEA shall require such Users and Contractors or Subcontractors to provide certificates of insurance evidencing the required by this Agreement and endorsements evidencing the MPEA and DePaul each as an additional insured. 10.3. Blanket or Master Policy. Any one or more of the types of insurance coverages this Article 10 may be obtained, kept and maintained through a blanket or master policy insuring other Persons, provided that such blanket or master policy and the coverage effected thereby comply with all applicable requirements of this Agreement, including the site specific requirements. 10.4 Additional Policy Requirements. 10.4.1 Insurers: Certificate and Other Requirements. (a) Each Party shall cause all policies required under this Article 10 to be (i) non-assessable, and (ii) primary and non-contributory with any insurance program of self-insurance that may be maintained by the other Party. (b) All insurance policies required to be procured under this Article 10 shall be effected under valid policies issued by insurers which have an A. M. Best Company, Inc. rating of “A-” or better and a financial size category of not less than “VII”, If A. M. Best Company, Inc. no longer uses such rating system, then the ‘Toosen277 12417172 30 equivalent or most similar ratings under the rating system then in effect, or if A. M. Best Company, Inc. is no longer the most widely accepted rater of the financial stability of insurance companies providing coverage such as that required by this Agreement, then the equivalent or most similar rating under the rating system of the most widely accepted rater of the financial stability of such insurance companies at the time. (©) Upon receipt of notice from its insurers, each Party shall provide to the other Party 30 days prior written notice of cancellation, non-renewal or material adverse change in coverage required in Article 10 of this Agreement. 10.4.2. Delivery of Evidence of Insurance. With respect to each and every one of the insurance policies required to be obtained, kept or maintained under the terms of this Agreement, at least 20 days prior to the commencement of this Agreement on which each such policy is required to be first obtained and within 30 days of the expiration or renewal of any policy required hereunder, each Party shall deliver to the other Party evidence showing that such insurance is in full force and effect. Such evidence shall include certificates of insurance issued by the insurer or an agent authorized to bind the insurer, setting forth the name of the issuing company, the coverage, limits required under this Agreement, additional insured and waiver of subrogation, and inception and termination dates thereon. Upon request Each Party shall make available to the Other Party for review copies of any insurance policy required under this Agreement. Each Party shall have the right to redact from such copies any information or endorsements added or deleted that are not relevant to the insurance obligations under this Agreement. All certificates of insurance shall be in a form reasonably acceptable to the other Party, and shall confirm required additional insureds and waivers of subrogation. 10.4.3 Matters Subject to Exclusions. Notwithstanding anything to the contrary in this Agreement, neither Party shall be obligated to carry insurance for matters generally subject to exclusions by the insurance industry. These exclusions currently include nuclear events and acts of war. 10.4.4 Waiver of Subrogation. The MPEA and DePaul hereby release each other and their respective employees and agents, but only to the extent of Losses for which insurance proceeds are received under the insurance required to be maintained under this Agreement, from all liability or responsibility to the other, even if such Loss shall be brought about by the fault or negligence of the other party, for all claims by the MPEA or DePaul, as the case may be, or by anyone claiming by, through or under it or them, by way of subrogation or otherwise, for any Losses of the releasing party. The MPEA and DePaul shall cause all policies of insurance or self-insurance programs required to be carried under this Agreement, to be written to permit the insured hereunder to grant the foregoing release and to waive the right of the insurer to be subrogated to the rights of the insured with respect to any claim for Losses which the MPEA ot DePaul, as the case may be, may have against the other. 10.5 Proceeds of Insurance. Without limiting the MPEA’s obligations under Article 11 with respect to Casualty Repair Work, any and all Insurance Proceeds paid under the MPEA Property Insurance Policy shall be payable to the MPEA, and shall be held in trust and applied pursuant to, and under the conditions set forth in, this Agreement. All Insurance Proceeds available for restoration, replacement, rebuilding, repair or alteration of the Facility shall be yo9sso277 12417172 31 disbursed to such third-party contractors and consultants as the MPEA may direct as work proceeds for restoration, replacement, rebuilding, repair or alteration of the Facility, subject to any retainage permitted by the applicable contracts. Any Insurance Proceeds remaining in trust following completion of and full payment for such restoration, replacement, rebuilding, repair or alteration shall be paid to the MPEA. 10.6 Indemnification. 10.6.1 MPEA’s Agreement to Indemnify. Subject to Section 10.7, the MPEA shall, except as provided in Section 10.6.2, defend, protect, indemnify and hold harmless DePaul, and each of its direct and indirect officers, directors and employees (collectively, “DePaul Indemnitees”), from and against any and all losses, liabilities, damages, suits, claims, judgments and expenses of any nature (including reasonable attorneys’ fees and expenses, whether in actions between the Parties or actions brought by third parties) (collectively, “Losses”), arising from or relating to any of the following: (@) the operation of the Facility by the MPEA, or its employees, officers or directors, or any Contractor or other Person whose rights arise by, from or through the MPEA, including during DePaul-Sponsored Events and Other Events; (b) the exercise by the MPEA of any of the MPEA’s rights under this Agreement or the performance (or failure by the MPEA to perform) any of the MPEA’s obligations under this Agreement, including during DePaul-Sponsored Events; (©) any negligence, misconduct, act or omission of the MPEA in connection with the Facility, and any negligence, misconduct, act or omission of any Contractor whose rights arise by, from or through the MPEA or any of their respective employees, officers, directors or agents, in each case, in connection with the Facility (@) any material breach of, or material misrepresentation in, this Agreement by the MPEA. 10.6.2 MPEA’s Exclusions. Notwithstanding the provisions of Section 10.6.1, the MPEA shall not be liable for any Losses to the extent arising from or incurred in connection with: (@) any injury to or death of a Person or any damage to property (including loss of use) to the extent caused by the negligence or willful act of any DePaul Indemnitee or any Contractor or other Person whose rights arise by, from or through DePaul; or (b) any violation by DePaul of any provision of this Agreement or any Applicable Law to the extent any Losses are directly and proximately caused by such violation. 10.6.3 DePaul’s Agreement to Indemnify. Subject to Section 10.7, DePaul shall, except as provided in Section 10.6.4, defend, protect, indemnify and hold harmless the MPEA, and its direct and indirect officers, directors, employees and appointed and elected officials o9sso277 12417172 32 (collectively, “MPEA Indemnitees”) from and against any and all losses, liabilities, damages, suits, claims, judgments and expenses of any nature (including reasonable attorneys’ fees and expenses, whether in actions between the Parties or actions brought by third parties) (collectively, “Losses”), arising from or relating to any of the following: (a) the operation of any function at the Facility by DePaul, its employees, officers or directors, or any Contractor or other Person whose rights arise by, from or through DePaul, including during DePaul-Sponsored Events and Other Events; (b) the exercise by DePaul of any of DePaul’s rights under this Agreement or the performance (or failure by DePaul to perform) any of DePaul’s igations under this Agreement, including during Other Events; (©) any negligence, misconduct, act or omission of DePaul in connection with the Facility, and any negligence, misconduct, act or omission of any Contractor or other Person whose rights arise by, from or through DePaul, or any of its employees, officers, directors or agents, in each case, in connection with the Facility; or (@ any material breach of, or misrepresentation in, this Agreement by DePaul. 10.6.4 DePaul’s Exclusions. Notwithstanding the provisions of Section 10. DePaul shall not be liable for any Losses to the extent arising from or incurred in connection with: (@) any injury to or death of a Person or any damage to property (including loss of use) to the extent caused by the negligence or willful act of any MPEA Indemnitee or any Contractor or other Person whose rights arise by, from or through the MPEA; or (’) any violation by the MPEA of any provisions of this Agreement ot any Applicable Law, to the extent any Losses are directly and proximately caused by such violation. 10.6.5 Conduct of Third-Party Claims. Any Person entitled to indemnification under this Section 10.6.5 (the “Indemnified Party”) shall, promptly after the receipt of notice of any legal action or claim against such Indemnified Party by a third party in respect of which indemnification may be sought pursuant to this Section 10.6.5, notify the Person obligated to provide such indemnification (the “Indemnifying Party”) of such action or claim; provided that a delay in giving such notice shall not affect the liability of the Indemnifying Party under this ‘Agreement except to the extent the failure materially and adversely affects the ability of the Indemnifying Party to defend the action or claim. In case any such action or claim shall be made or brought against the Indemnified Party, the Indemnifying Party may assume the defense thereof with counsel of its selection reasonably acceptable to the Indemnified Party, provided the Indemnifying Party provides written notice to the Indemnified Party that the Indemnifying Party will undertake such defense and will indemnify the Indemnified Party with respect to such action or claim. In such circumstances, the Indemnified Party shall (a) cooperate with the Indemnifying Party and provide the Indemnifying Party with such information and assistance as the ovssoa77 12407172 33 Indemnifying Party shall reasonably request in connection with such action or claim and (b) at the Indemnified Party’s own expense, have the right to participate and be represented by counsel of its own choice in any such action or with respect to any such claim. If the Indemnifying Party assumes the defense of the relevant claim or action, the Indemnifying Party shall control the settlement of such claim or action; provided, however, that the Indemnifying Party shall not conclude any settlement or consent to the entry of any judgment which does not include an unconditional release of the Indemnified Party from all liability in connection with the claim without the prior written consent of the Indemnified Party. 10.6.6 Third Party Indemnification. (@) The MPEA shall obtain for DePaul from any User, Contractor and other Person providing material services at the Facility by, through, or on behalf of the MPEA, contractual indemnities and rights as an additional insured under any contractually require insurance comparable to any indemnities and additional insured rights obtained for the MPEA. (b) DePaul shall obtain for the MPEA from any User, Contractor and any other Person providing material services at the Facility by, through or on behalf of DePaul, contractual indemnities and rights as an additional insured under any contractually required insurance comparable to any indemnities and additional insured rights obtained for DePaul. (© Bach of the MPEA and DePaul shall use commercially reasonable efforts to obtain indemnities and rights as an additional insured for itself and the other Party from the third parties identified in Section 10.6.6(a) and Section 10.6.6(b), respectively, that are usual, customary and reasonable under the circumstances and in light of the nature of the services to be provided by such third parties. Neither the MPEA nor DePaul shall be deemed in breach of this Section 10.6.6 if it otherwise maintains insurance policies that name the other Patty as an additional insured (or provides the other Party with indemnification) with respect to the risks and potential Losses that otherwise would be covered by such third-party insurance policies and indemnification. In addition, obtaining such third-party insurance policies and indemnities shall not reduce or affect the insurance or indemnification obligations of the MPEA or DePaul under this Agreement or adversely affect in any way the rights of the MPEA or DePaul to collect its Losses under (i) the insurance (including self-insurance) that the other is obligated to maintain under this Article 10, or (ii) the indemnities that the other provides under Section 10.6. All such insurance and indemnities provided by the MPEA or DePaul to the other under this Agreement shall be primary both with respect to any insurance policies that the other maintains for its own account and any third-party insurance and indemnities, and neither shall have any obligation to pursue claims under such third-party insurance or indemnities (but the MPEA or DePaul or their respective insurers, as applicable, shall be subrogated to such rights against the insurance policies or indemnities of such third parties to the extent of any payments it makes to DePaul or the MPEA, as applicable). Subject to the foregoing provisions of this Section 10.6.6, the MPEA and DePaul may require all such insurance and indemnities from third-parties to be contributing. Insurance Recoveries. Subject to Section 10.4.1 and Section 10.5, the indemnification amounts due to any Person under this Agreement shall be reduced by any insurance proceeds actually received by such Person from any insurance policy provided by the other Person. yo9ss0277 12417172 34 10.6.7 Insurance Recoveries, Subject to Section 10.4.1 and Section 10.5, the indemnification amounts due to any Person under this Agreement shall be reduced by any insurance proceeds actually received by such Person from any insurance policy provided by the other Person, 10.6.8 Survival. The indemnities contained in this Section 10.6 shall survive the expiration or earlier termination of this Agreement, 10.7 Indemnification Limits. If any acts or omissions of DePaul ot the MPEA (each, a “Responsible Party”) in a given Contract Year give rise to one or more claims for indemnification against it under Section 10.6 for Losses suffered by the other Party, then the aggregate indemnification liability of the Responsible Party to the other Party under Section 10.6 for Losses arising from all such acts or omissions in such year shall not exceed the greater of (i) $70 million or (ii) the total limits of all liability insurance coverage the Responsible Party is required to carry under this Agreement applicable to such acts or omissions; provided, that the Responsible Party's aggregate indemnification liability shall be reduced to the extent the other Party recovers any amounts as an additional insured under the insurance policies (or self- insurance policies) procured by the Responsible Party pursuant to this Agreement. For the avoidance of doubt, the preceding sentence shall not apply to the limits of the MPEA Property Insurance Policy; to claims under Article 11; or to any claim by either party against the other for any material breach of, or material misrepresentation in, this Agreement. ARTICLE 11 CASUALTY DAMAGE 11.1 Damage or Destruction. If, at any time during the Term, there is any Casualty to all or any part of the Facility, (a) the Party that first discovers or leams about the Casualty shall promptly notify the other Party, (b) the MPEA shall promptly secure the area that has been damaged or destroyed to safeguard against injury to Persons or Property and (c) the MPEA shall (i) promptly remediate any hazard, restore the Facility to a safe condition, remove debris and make such temporary repairs as may be necessary to protect Persons and other Property and (ii) subject to Section 11.3, promptly commence and thereafter proceed with reasonable diligence to repair, restore, replace or rebuild the Facility as nearly as practicable to a condition that is at least substantially equivalent to that existing immediately before the Casualty (the work required under clauses (i) and (ii) being the “Casualty Repair Work”), Subject to the provisions of Section 11.3, the Casualty Repair Work contemplated by clause (ji) of the preceding sentence shall commence as soon as practicable based on the nature of the Casualty, and in all events not later than 180 days after the Casualty occurs; 180-day period shall be extended (provided the MPEA is proceeding with reasonable diligence) in the event of Casualty Repair Work reasonably expected to cost more than $25,000,000 or where the nature of the Casualty and the contemplated Casualty Repair Work reasonably requires additional time, not to exceed an additional 180 days, as is commensurate with any delays due to adjustment of insurance, preparation of any necessary plans and specifications, bidding of contracts and obtaining of all fequited Approvals, DePaul shall have the right to review all construction plans for the Casualty Repair Work and to participate in the design and construction process to the same extent and in the same manner as it had for the original construction of the Facility, except that no material ‘o9sao277 12417172 35 changes shall be made in any aspect of the Facility (including the DePaul Exclusive Areas) as originally constructed without DePaul’s prior written approval, which may be withheld in DePaul’s sole discretion if the change would affect adversely the playing, production, telecasting or economic exploitation of DePaul Basketball Games, and otherwise shall not be unreasonably withheld, conditioned or delayed by DePaul. 11.2 Insurance Proceeds; Requirements for Disbursement. Any Insurance Proceeds paid pursuant to the MPEA Property Insurance Policy with respect to a Casualty shall be paid and applied in accordance wi n 10.5. Except as provided in Section 11.3, such Insurance Proceeds shall be held by the MPEA in trust for the purpose of paying the cost of the Casualty Repair Work and applied to the payment of the costs of the Casualty Repair Work from time to time as the Casualty Repair Work progresses. 11.3. Option to Terminate. 11.3.1 Substantial Damage or Destruction. If any portion of the Facility is damaged or destroyed by a Casualty such that an Untenantable Condition exists, and a determination is made pursuant to Section 11.3.2 that, assuming the MPEA takes the maximum amount of time permitted under Section 11.1 to commence construction activities, such damage or destruction cannot be (or cannot reasonably be expected to be) repaired, restored, replaced or rebuilt in order to remedy such Untenantable Condition within (a) 24 months of the occurrence of the Casualty, or (b) in the case of any Casualty that occurs during the last three Contract Years of the Term, within nine months of the occurrence of such Casualty (a Casualty under this clause (b) being an “End of Term Casualty”), DePaul shall have the right to terminate this Agreement without Tia In addition, in the case of an End of Term Casualty, the MPEA also shall have the right to terminate this Agreement. If DePaul wishes to exercise its right of termination pursuant to Section 11.3.1(a), it shall do so by notice to the MPEA given not later than 180 days after receipt of a determination under Section 11.3.2. If either the MPEA or DePaul wishes to exercise its termination right under Section 11.3.1(b) due to an End of Term Casualty, it shall do so by notice to the other given not later than 30 days after receipt of a determination under As of the date of service of a notice of termination due to a Casualty under this Section 11.3.1 (the “Casualty Termination Date”), the provisions of Section 7.3.4 and Section 13.9 shall apply. In the event this Agreement is terminated pursuant to this S MPEA may retain all Insurance Proceeds, if any, payable under the MPEA Property Insurance Policy and may, at its discretion, apply any such Insurance Proceeds towards the making of the ‘Termination Payment pursuant to Section 7.3.4. In the event this Agreement is not terminated pursuant to this Section 11.3.1, the provis 11.2 shall apply. ns of Sex 11.3.2 Inability to Timely Rebuild. The determination of the time that is reasonably expected to be necessary to rebuild, repair, restore or replace the damage or destruction from the Casualty shall be made by an independent architect or construction manager jointly selected by the MPEA and DePaul within 60 days after the date of the Casualty, except, that in the case of an End of Term Casualty such selection shall be made within 30 days. ‘The independent architect or construction manager shall make his or her determination as soon as practicable, but in all events within 180 days (or, in the case of an End of Term Casualty, 30 Gays) of being selected. The MPEA shall undertake the Casualty Repair Work within the periods set forth in Section 11.1 ‘roassin77 12417172 36 114 Survival, The provisions contained in this Article 11 shall survive expiration or carlier termination of this Agreement, but only insofar as such provisions relate to any Casualty that occurred prior to the expiration or earlier termination of this Agreement. ARTICLE 12 CONDEMNATION 12.1 Total Condemnation, 12.1.1 Termination Rights. Subject to Section 12.4, if, at any time during the Term, title to the whole or any portion of the Facility or DePaul Rights is taken in any Condemnation Action (or conveyed in lieu of any such Condemnation Action) and if such Condemnation Action or conveyance results in an Untenantable Condition (a “Total Taking”), DePaul shall have the right, in the exercise of its discretion, to terminate this Agreement without liability by notice given at any time thereafter, unless the affected areas of the Facility or the affected DePaul Rights can be fully restored within 12 months of the date of the Total Taking, the MPEA promptly undertakes and diligently proceeds to cause all necessary and appropriate repairs and restorations (if any) to be made to the Facility (or, if applicable, causes the restoration of the affected DePaul Rights), and such repairs and restoration are completed within such 12 month period; provided, however, if all DePaul Rights remain in effect notwithstanding a Total Taking (including, by way of example, because the condemning authority continues to operate the Facility subject to this Agreement), such right of termination shall not apply. 12.1.2 Condemnation Awards. All Condemnation Awards payable to the Parties as a result of or in connection with any Total Taking shall be paid and distributed in accordance with Section 12.3. 12.2 Partial Condemnation. In the event of a Condemnation Action that does not constitute a Total Taking under Section 12.1.1 and is not a Temporary Taking (a “Partial ions Taking”), the Term shall not be reduced or affected in any way, and the following pro shall apply: 12.2.1 Restoration of the Facility. Following a Partial Taking, the MPEA shall, at its sole cost and expense, commence and diligently proceed to repair, alter and restore the part of the Facility not taken to substantially its former condition such that the remaining Facility constitutes a complete sports and entertainment events center complex usable for its intended purposes (the “Condemnation Repair Work”). The MPEA shall use commercially reasonable efforts to complete the Condemnation Repair Work as soon as practicable but in all events within 18 months. 12.2.2 Partial Condemnation Awards. All Condemnation Awards payable to the Parties as a result of or in connection with any Partial Taking shall be paid and distributed in accordance with Section 12.3. 12.3. Condemnation Proceedings and Awards. Upon the commencement of any Condemnation Action, (a) the MPEA and DePaul shall undertake all commercially reasonable efforts to defend against, and maximize the Condemnation Award from, any such Condemnation ro9ss0277 12417172 37 ‘Action, and (b) the MPEA and DePaul shall cooperate with each other in any such Condemnation Action and provide each other with such information and assistance as each shall reasonably request in connection with such Condemnation Action, DePaul and the MPEA each shall have the right, at its own expense, to appear in any Condemnation Action and to participate in any and all hearings, trials and appeals relating thereto even if this Agreement has been terminated. Subject to the other provisions of this Article 12, in any Condemnation Action (x) DePaul shall have the right to assert a claim for, and receive all Condemnation Awards for, (i) the loss in value of its rights hereunder (including DePaul Rights) as if this Agreement had not terminated, (ii) the value of any of DePaul’s separate Property taken or damaged as a result of the Condemnation Action, (iii) any damage to, or relocation costs of, DePaul’s business as a result of the Condemnation Action and (iv) any other damages to which DePaul may be entitled under Applicable Law, and (y) the MPEA shaill have the right to assert a claim for, and receive all Condemnation Awards for, (i) the loss in value of its rights hereunder as if this Agreement had not terminated, ({i) the value of any Property of the MPEA taken or damaged as a result of the Condemnation Action, (iii) any damage to, or relocation costs of, the MPEA’s Facility business as a result of the Condemnation Action and (iv) any other damages to which the MPEA may be entitled under Applicable Law. If any Condemnation Award is not specifically allocated among the Parties by the applicable Governmental Authority, the Condemnation Award shall be allocated in proportionate shares to DePaul and the MPEA as follows: DePaul’s proportionate share shall be based on a fraction, the numerator of which shall be the amount of the DePaul Contribution and the denominator of which shall be the sum of the DePaul Contribution plus the MPEA Contribution, and the MPEA’s proportionate share shall be based on a fraction, the numerator of which shall be the amount of the MPEA Contribution and the denominator of which shall be the sum of the MPEA Contribution plus the DePaul Contribution. Each of the Parties shall request that all Condemnation Awards be specifically allocated by all Governmental Authorities. If any Party is determined not to have standing to assert the claims it is entitled to make under this Article 12, each Party with standing shall assert such claims on behalf of (and as agent for) the Party denied standing and account to such Party for any amount received with the respect to such claims, 12.4 Temporary Taking. If the whole or any part of the Facility or DePaul Rights shall be taken in any Condemnation Action for a temporary use or occupancy not to exceed an aggregate of one year (a “Temporary Taking”), the Term shall not be reduced, extended or affected in any way, and, except as set forth in Section 17.2, neither the MPEA nor DePaul shall be relieved of its obligations under this Agreement. Notwithstanding anything to the contrary in 1 12.3, in the event of any such Temporary Taking where the MPEA is the condemning authority, DePaul shall be entitled to receive the entire amount of any Condemnation Award made for or otherwise paid in connection with such Condemnation Action, whether the award is paid by way of damages, fees or otherwise, until it has received all of its damages and the MPEA shall be entitled to receive the balance of the Condemnation Award, if any. 12.5 Notice of Condemnation. If any Party receives notice of any proposed or pending Condemnation Action affecting the whole or any part of the Facility, the MPEA’s rights hereunder or the DePaul Rights, it shall promptly notify the other Party. 12.6 Other Remedies. The provisions of this Article 12 for the allocation of any Condemnation Award are not intended to be, and shall not be construed or interpreted as, any o9seo277 1241772 38 limitation on or liquidation of any claims or damages (as to either amount or type of damages) of DePaul against the MPEA, any other Governmental Authority or any other condemning authority in the event of a Condemnation Action of or with respect to the Facility, DePaul Rights or other Property of DePaul. The MPEA, on the one hand, and DePaul, on the other hand, shall be entitled to pursue all rights and remedies available under Applicable Law for any condemnation of the Facility or DePaul Rights by any Governmental Authority or quasi- governmental entity having condemnation rights. 12.7 Survival. The provisions contained in this Article 12 shall survive the expiration or earlier termination of this Agreement, but only insofar as such provisions relate to any Condemnation Actions or Condemnation Awards that arose prior to the expiration or earlier termination of this Agreement. ARTICLE 13 ASSIGNMENT: SECURED PARTIES 13.1 DePaul Assignments. Except as otherwise permitted by this Agreement, DePaul shall not sell, assign, transfer, pledge, mortgage or encumber (each, a “Transfer”) this Agreement or DePaul Rights, without first obtaining the written consent of the MPEA, which consent shall not be unreasonably withheld, delayed or conditioned. 13.2 Assignment by the MPEA. The MPEA shall not Transfer this Agreement or any rights of the MPEA hereunder, or delegate any of the MPEA’s duties under this Agreement, except as otherwise set forth in this Section 13.2. 13.2.1 Transfer to Other Governmental Authority. The MPEA may Transfer this Agreement or delegate any of the MPEA’s duties under this Agreement to another Governmental ‘Authority; provided, however, that (a) such Governmental Authority is reasonably able to fulfill the duties and obligations of the MPEA set forth in this Agreement and assumes such duties and obligations pursuant to an assumption agreement reasonably satisfactory to DePaul that, among other things, acknowledges that the Transfer is subject and subordinate to the rights of DePaul under this Agreement and (b)(i) the MPEA shall remain responsible for, and shall not be released from, the performance of all of its obligations under this Agreement and (ii) the Transfer to such Governmental Authority cannot adversely affect the tax status of the Facility or Facility Site or adversely affect the DePaul Rights. 13.2.2 Other Assignments. Except as otherwise permitted by this Agreement, including Section 13.2.1 hereof, the MPEA shall not Transfer this Agreement or any rights of the MPEA hereunder, without first obtaining the written consent of the DePaul, which consent shall not be unreasonably withheld, delayed or conditioned. 13.3. Transactions that are not Transfers. For the avoidance of doubt, notwithstanding anything contained in this Agreement to the contrary, the Parties confirm that DePaul shall have the right, subject to the terms and provisions of this Agreement, without the consent of the MPEA and without such action being considered a Transfer, in connection with the exercise and performance of the DePaul Rights, to sell or grant to Persons (whether on a long-term or short- ‘oossa277 12417172 39 term, or continuing or periodic, basis), licenses, usage or similar rights and otherwise grant other Persons rights to use, enjoy, service or maintain certain parts of the Facility, including the DePaul Exclusive Areas, DePaul Suites and Loge Boxes, for any purpose permitted or required under this Agreement. ARTICLE 14 DEFAULTS AND REMEDIES 14.1 Events of Default 14.1.1 DePaul Default. The occurrence of any of the following shall be an “Event of Default” by DePaul or a “DePaul Default”: (@) The failure of DePaul to make any payment to the MPEA required under this Agreement, if such failure continues for more than 30 days after the MPEA gives written notice to DePaul that such payment was not paid when due (a “Payment Default”); (b) An MPEA Access Rights Default, if such default continues for more than 30 days after the MPEA gives DePaul written notice of such default; provided, however, that if the nature of such default is such that it cannot reasonably be cured within such 30-day period, then DePaul shall have up to an additional 60 days to cure such default provided that it diligently undertakes and pursues such cure and provides the MPEA with reasonable evidence that it is diligently undertaking and pursuing such cure, but in any event, DePaul shall not have more than 90 days from its receipt of the notice of default to cure such MPEA Access Rights Default; or (©) The failure of DePaul to keep, observe or perform any material term, covenant or agreement contained in this Agreement to be kept, performed or observed by DePaul (other than those referred to in clauses (a) or (b) above), if such failure continues for more than 30 days after the MPEA gives DePaul written notice of such failure; provided, however, that if the nature of such failure is such that it cannot reasonably be cured within such 30-day period, then DePaul shall have up to an additional 60 days to cure such failure provided that it diligently undertakes and pursues such cure and provides the MPEA with reasonable evidence that it is diligently undertaking and pursuing such cure, but in any event, DePaul shall not have more than 90 days from its receipt of the notice of default to cure such DePaul Default 14.1.2 MPEA Default, The occurrence of the following shall be an “Event of Default” by the MPEA or an “MPEA Default”: (a) The failure of the MPEA to pay any amount it is obligated to pay under this Agreement as and when due and payable under this Agreement if such failure continues for more than 30 days after DePaul gives written notice to the MPEA that such amount was not paid when due; ‘osse0277 12417172 40 (b) A DePaul Access Rights Default, if such default continues for more than 30 days after DePaul gives the MPEA written notice of such default; provided, however, that if the nature of such default is such that it cannot reasonably be cured within such 30-day period, then the MPEA shall have up to an additional 60 days to cure such default provided that it diligently undertakes and pursues such cure and provides DePaul with reasonable evidence that itis diligently undertaking and pursuing such cure, but in any event, the MPEA shall not have more than 90 days from its receipt of the of default to cure such DePaul Access Rights Default; or (©) The failure of the MPEA to keep, observe or perform any material term, covenant or agreement contained in this Agreement to be kept, performed or observed by the MPEA (other than those referred to in clauses (a) or (b) above), if such failure continues for more than 30 days after DePaul gives the MPEA written notice of such failure; provided, however, that if the nature of such failure is such that it cannot reasonably be cured within such 30-day period, then the MPEA shall have up to an additional 60 days to cure such failure provided that it diligently undertakes and pursues such cure and provides DePaul with reasonable evidence that it is diligently undertaking and pursuing such cure, but in any event, the MPEA shall not have more than 90 days from its receipt of the notice of default to cure such MPEA Default. 14.2 Remedies Upon a DePaul Default. Upon the occurrence and during the continuance of a DePaul Default, the MPEA shall have the following rights and remedies: 14.2.1 In the event of either a Payment Default or an Abandonment Default, in addition to the remedies provided in Section 14.2.2, the MPEA shall have the right to terminate this Agreement upon 60 days’ written notice to DePaul if such Payment Default or Abandonment Default, as applicable, remains uncured after such 60-day period. The 60-day period provided in this Section 14,2.1 shall be in addition to the applicable cure period provided in Section 14.1.1. 14.2.2 In the event of any DePaul Default, the right (a) to institute any and all proceedings or claims permitted by law or equity to recover all unpaid sums and amounts then due and payable by DePaul under this Agreement and, subject to Section 16.3, any and all amounts necessary to compensate the MPEA for all damages proximately caused by DePaul’s lure to perform its obligations under this Agreement and (b) at any time (including prior to the expiration of any cure periods) to institute any and all proceedings or claims permitted by law or equity to compel specific performance with respect to DePaul’s obligations under this Agreement and one or more actions to seek and obtain a temporary restraining order, together with such other temporary, preliminary and permanent injunctive or other equitable relief, from any court of competent jurisdiction capable of issuing or granting such relief, to compel DePaul to comply with or refrain or cease from breaching or violating the terms, covenants and conditions of this Agreement. 14.3 Curing DePaul’s Defaults. Notwithstanding anything contained herein to the contrary, if a court of competent jurisdiction has determined pursuant to a final and non- appealable order that a DePaul Default has occurred and is continuing, the MPEA shall have the right, but not the obligation, in addition to any other rights it may have pursuant to this Agreement, to cure such DePaul Default on behalf of DePaul. DePaul shall reimburse the 709580297 12417172 41 MPEA upon demand for any sums paid or costs incurred by the MPEA in curing such DePaul Default, plus interest thereon at the Interest Rate. If DePaul does not reimburse the MPEA. within five days after demand, the MPEA shall have the right to deduct the amount of any such ‘owed reimbursement from any amounts owed by the MPEA to DePaul under or pursuant to this Agreement, provided that the exercise of such right shall not limit the MPEA’s right to recover any amount not received through such deduction. 14.4 Remedies Upon_an MPEA Default. Upon the occurrence and during the continuance of an MPEA Default, DePaul shall have the following rights and remedies: 144.1 In the event of any MPEA Default (including a DePaul Access Rights Default or a Material Deprivation Default), the right (a) to institute any and all proceedings or claims permitted by law or equity to recover all unpaid sums and amounts then due and payable by the MPEA under this Agreement and, subject to Section 16.3, any and all amounts necessary to compensate DePaul for all damages proximately caused by the MPEA’s failure to perform its obligations under this Agreement, and (b) at any time (including prior to the expiration of any cure periods) to institute any and all proceedings or claims permitted by law or equity to compel specific performance with respect to the MPEA’s obligations under this Agreement and one or more actions to seek and obtain a temporary restraining order, together with such other temporary, preliminary and permanent injunctive or other equitable relief, from any court of competent jurisdiction capable of issuing or granting such relief, to compel the MPEA to comply with or refrain or cease from breaching or violating the terms, covenants and conditions of this ‘Agreement. 14.4.2 In addition to its rights under Section 14.4.1, in the event of any Final Order that there has been an MPEA Default (including a DePaul Access Rights Default) that prohibits DePaul from hosting DePaul Basketball Games at the Facility or deprives DePaul of material and substantial DePaul Rights, in each case for a period of 120 continuous days or more (each, a “Material Deprivation Default”), DePaul shall have the right immediately to terminate this Agreement by written notice to the MPEA, provided that (a) it previously provided notice to the MPEA of any MPEA Default it believed constituted, or with the passage of time would constitute, a Material Deprivation Default at least 90 days prior to any Final Order that a Material Deprivation Default has occurred, (b) a court of competent jurisdiction has issued a Final Order that a Material Deprivation Default has occurred but has refused to issue an enforceable injunction or to compel specific performance and (c) only in the event of the first occurrence of a Material Deprivation Default of a nature that is not substantially similar to any prior Material Deprivation Default, the MPEA has failed to cure such Material Deprivation Default within 60 days after the issuance of such Final Order. 145 Curing MPEA’s Defaults. Notwithstanding anything contained herein to the contrary, if a court of competent jurisdiction has determined pursuant to a final and non- appealable order that an MPEA Default has occurred and is continuing, DePaul shall have the right, but not the obligation, in addition to any other rights it may have pursuant to this Agreement, to cure such MPEA Default on behalf of the MPEA. The MPEA shall reimburse DePaul upon demand for any sums paid or costs incurred by DePaul in curing such MPEA. Default, plus interest thereon at the Interest Rate. If the MPEA does not reimburse DePaul within five days after demand, DePaul shall have the right to deduct the amount of any such Togsso277 12417172 42 owed reimbursement from any amounts owed by DePaul to the MPEA, provided that the exercise of such right shall not limit DePaul’s right to recover any amount not received through such deduction, 14.6 No Waiver. No failure or delay by any Party to insist upon the strict performance of any term, covenant, agreement, provision, condition or limitation of this Agreement or to exercise any right or remedy available upon a breach thereof, and no acceptance by any Party of full or partial payment due under this Agreement during the continuance of any such breach (with or without knowledge of the breach), shall constitute or be construed to constitute a waiver of any such breach or of such term, covenant, agreement, provision, condition or limitation. No term, covenant, agreement, provision, condition or limitation of this Agreement to be kept, observed, or performed by any Party, and no breach thereof, shall be waived, altered or modified except by a written instrument executed by the Party to be bound. Any waiver of any breach shall be limited to the breach so waived, and shall not affect or alter this Agreement, and each and every term, covenant, agreement, provision, condition and limitation of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 14.7 Exclusive Remedies. The rights and remedies conferred upon or reserved to the Parties in this Article 14 are intended to be the exclusive remedies available to each Party upon an Event of Default by the other Party, except as may be otherwise expressly set forth in this Agreement. For the avoidance of doubt, the MPEA may not terminate this Agreement for any DePaul Default other than a Payment Default or Abandonment Default as set forth in Section 14.2.1, and DePaul may not terminate this Agreement for any MPEA Default other than for a Material Deprivation Default under the terms set forth in Section 1 14.8 Cumulative Remedies. Except as otherwise provided in this Agreement, each right or remedy of a Party provided for in this Agreement shall be cumulative of and shall be in addition to every other right or remedy of that Party provided for in this Agreement. The exercise of any one or more of the rights or remedies provided for in this Agreement shall not preclude the simultaneous or later exercise of any or all other rights or remedies provided for in this Agreement. 14.9 Effect of Termination. If the MPEA or DePaul elects to terminate this Agreement in accordance with its terms, this Agreement shall, on the effective date of such termination, terminate with respect to all future rights and obligations of performance by the Parties (except for the rights and obligations that expressly are to survive termination). The termination or expiration of this Agreement shall not alter the claims, if any, of either Party for breaches of this Agreement occurring prior to such termination of this Agreement, and the obligations of the Parties with respect to such breaches of this Agreement shall survive termination those giving rise to such termination). ARTICLE 15 COVENANTS UPON EXPIRATION ‘osssn27 12417172 43 15.1 Vacating of Premises: Re-Entry. Upon the expiration or earlier termination of this Agreement, DePaul shall peaceably and quietly vacate and cease all further use of the Facility, including DePaul Exclusive Areas, and leave such areas in good condition as required by this Agreement (except for normal wear and tear or following any Casualty), free and clear of all Liens and Encumbrances created by or through DePaul or any party acting on DePaul’s behalf. In the event DePaul does not so vacate DePaul Exclusive Areas and its right to use the Facility, the MPEA, upon or at any time after any such expiration or termination, may (in addition to any other rights or remedies provided in this Agreement) without further notice, enter upon and re-enter upon DePaul Exclusive Areas and take full possession thereof, by force, summary proceedings, or otherwise, and, subject to Section 15.4 of this Agreement, remove DePaul and all other persons and DePaul Property from the Facility, and may have, hold and enjoy the Facility without any liability, obligation or responsibility to DePaul or to any other person whatsoever. If the MPEA takes any action under the preceding sentence, DePaul shall be liable for all reasonable costs and expenses incurred by the MPEA in connection therewith and the MPEA shall have the right to retain or sell such property to recover any such reasonable costs and expenses owed to the MPEA that DePaul has failed to pay within 30 days after notice of the amount due from the MPEA. 15.2. Return of Materials: Assignment of Contracts and Agreements. On or before the Expiration Date, DePaul shall return to the MPEA all manuals, drawings, plans, tools, access codes and keys for the Facility, including DePaul Exclusive Areas then occupied by DePaul. 15.3. Post-Termination Economic Rights. Upon the expiration or earlier termination of this Agreement, all rights and obligations of the Parties with respect to revenues and expenses arising prior to such expiration or termination shall survive. 15.4 Removal of Personalty, 15.4.1 DePaul’s Obligation to Remove, DePaul shall have the right, but shall not be obligated, to remove any or all trade fixtures, appliances, furniture, equipment, furnishings and other personal Property owned by DePaul within 30 days of the Expiration Date; provided, however, that such right is strictly limited to any or all trade fixtures, appliances, furniture, equipment, furnishings and other DePaul Property kept, stored or located in DePaul Exclusive Areas, DePaul shall promptly repair any damage to the Facility, including DePaul Exclusive Areas, caused by such removal 15.4.2 MPEA’s Right to Remove. At its option, the MPEA may either retain or dispose of any trade fixtures, appliances, furniture, equipment, furnishings or other DePaul Property that remains in the Facility more than 30 days after the Expiration Date in any manner the MPEA determines to be necessary, desirable or appropriate. The MPEA will not be obligated to account to DePaul for any value realized through such retention or disposal. 15.5 Survival. The provisions contained in this Article 15 shall survive the expiration or earlier termination of this Agreement. ‘osssa277 2417172 44 ARTICLE 16 DISPUTE RESOLUTION 16.1 Informal Dispute Resolution Procedures. The Parties desire to cooperate ae each other in the design, construction, management, operation and maintenance of the pursuant tothe terms hereof. In Keeping with tis cooperative sprit and inten, the Parties shall attempt in good faith to resolve any dispute within 15 days following receipt by the other Party of notice of such dispute. 16.2 Court Proceedings. Any dispute that is not settled and resolved by mutual agreement in accordance with the terms of Section 16.1, may be brought by suit, action or proceeding before any federal or state court of competent jurisdiction located in Chicago, Ilinois. The Parties consent to the exclusive jurisdiction and venue of such courts to resolve any dispute. 16.3 No Special, Indirect, Incidental, Consequential, Exemplary, Treble or Punitive Damages. IN NO EVENT SHALL (I) ANY PARTY NOR (I) ANY OF THEIR EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, ELECTED OR APPOINTED OFFICIALS OR AFFILIATES, HAVE ANY LIABILITY OF ANY KIND TO THE OTHER PARTY FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, TREBLE OR PUNITIVE DAMAGES, IN CONTRACT, TORT OR OTHERWISE, UNDER OR AS A RESULT OF THIS AGREEMENT, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE BY THE OTHER PARTY OR BY A_ THIRD PARTY. NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY PROVIDED IN CLAUSE (1) ABOVE SHALL NOT APPLY TO ANY INDEMNIFICATION FOR THIRD. PARTY CLAIMS. ARTICLE 17 TMi ‘ORCE MAJEURE 17.1 Time, Time shall be of the essence in this Agreement. All provisions in this Agreement that specify or provide a method to compute a number of days for the performance, delivery, completion or observance by a Party hereto of any action, covenant, agreement, obligation or notice hereunder shall mean and refer to calendar days, unless otherwise expressly provided. If the date specified or computed under this Agreement for the performance, delivery, completion or observance of a covenant, agreement, obligation or notice by either Party hereto, or for the occurrence of any event provided for herein, is a Saturday, Sunday or Legal Holiday, then the date for such performance, delivery, completion, observance or occurrence shall automatically be extended to the next calendar day that is not a Saturday, Sunday or Legal Holiday. 17.2. Force Majeure. No Party will be liable or responsible to the other Party for any delay, damage, loss, failure, or inability to perform caused by a Force Majeure Event if notice is provided to the other Party within 10 days of the date on which such Party gains actual ‘709880277 12417172 45 knowledge of the occurrence of such Force Majeure Event, but only to the extent made necessary by the Force Majeure Event and only until such time as the Force Majeure Event terminates or is removed or resolved. ARTICLE 18 REPRESENTATIONS AND WARRANTIES 18.1 DePaul’s Representations and Warranties. DePaul hereby represents and warrants to the MPEA as follows 18.1.1 Authority, The individual executing and delivering this Agreement on behalf of DePaul have all requisite power and authority to execute and deliver this Agreement and to bind DePaul hereunder. 18.1.2 Entity. DePaul is a not-for-profit corporation, duly formed, validly existing and in good standing under the laws of the State of Illinois, with all necessary entity power and authority to carry on its present business, to enter into this Agreement and to consummate the transactions contemplated by this Agreement. 18.1.3 No Conflict. Neither the execution and delivery of this Agreement by DePaul nor the performance by DePaul of its obligations under this Agreement, shall (a) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any Governmental Authority, or any provision of any governing document of DePaul applicable to DePaul, or (b) conflict with, result in a breach of, or constitute a default under, any contract, indenture, mortgage, instrument of indebtedness or other agreement to which DePaul is a party or by which it or its assets are bound, which violation, conflict, breach or default, in the case of each of clauses (a) or (b) could reasonably be expected to have a material adverse effect on DePaul’s ability to perform its obligations under this Agreement or on the rights of the MPEA under this Agreement. 18.1.4 No Further Consents Required. All proceedings required to be taken by or on behalf of DePaul to authorize it to execute and deliver this Agreement and to perform the grants of rights, covenants, obligations and agreements of DePaul under this Agreement have been duly taken, No consent to the execution or delivery of this Agreement by DePaul or the performance by DePaul of its covenants, obligations and agreements under this Agreement (other than permits, consents or approvals for operating covenants or obligations expected to be received in the ordinary course of business) is required from any partner, board of directors or other governing board, shareholder, member, creditor, investor, judicial or legislative or administrative body, Governmental Authority or other Person, other than any such consent that already has been obtained. 18.1.5 Validity, ‘This Agreement constitutes the valid and legally binding obligation of DePaul enforceable in accordance with its terms, except to the extent enforeeability is limited by bankruptcy, reorganization and other similar laws affecting DePaul and rights of creditors generally. 709580277 12417172 46 18.1.6 No Action or Proceeding. To the best knowledge of DePaul, there is no Action or Proceeding pending or currently threatened against DePaul which questions the validity of this Agreement or the transactions contemplated herein or that could, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the rights retained by the MPEA with respect to the Facility or the MPEA’s rights under this ‘Agreement or on DePaul’s ability to perform its obligations under this Agreement. 18.2 MPEA Representations. The MPEA hereby represents and warrants to DePaul as follows: 18.2.1 Authority. The individual executing and delivering this Agreement on behalf of the MPEA has all requisite power and authority to execute and deliver this Agreement to bind the MPEA. 18.2.2 Entity. The MPEA is a municipal corporation of the State of Illinois, duly organized and validly existing under the laws of the State of Illinois with all necessary power and authority to enter into this Agreement, and to consummate the transactions contemplated by, and to perform its obligations under, this Agreement. 18.2.3 No Conflict. Neither the execution and delivery of this Agreement by the MPEA, nor the performance by the MPEA of its obligations under this Agreement, nor the grant of rights to DePaul under this Agreement, shall (a) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any Governmental Authority applicable to the MPEA, or any provision of any governing document of the MPEA, or (b) conflict with, result in a breach of, or constitute a default under, any contract, indenture, mortgage, instrument of indebtedness or other agreement to which the MPEA is a party or by which it or its assets are bound, which violation, conflict, breach or default could reasonably be expected to have a material adverse effect on the MPEA’s ability to perform its obligations under this Agreement or on the rights of DePaul under this Agreement 18.2.4 No Further Consents Required. All proceedings required to be taken by or on behalf of the MPEA to authorize it to execute and deliver this Agreement and to perform the grants of rights, covenants, obligations and agreements of the MPEA hereunder have been duly taken, No consent to the execution or delivery of this Agreement by the MPEA or the performance by the MPEA of its covenants, obligations and agreements under this Agreement is required from any board of directors or other governing board, member, creditor, investor, judicial or legislative or administrative body, Governmental Authority or other Person, other than any such consents that already has been obtained or if not obtained could not reasonably be expected to have a material adverse effect on the ability of the MPEA to perform its obligations under this Agreement or on the rights of DePaul under this Agreement. 18.2.5 Validity. This Agreement constitutes the valid and legally binding obligation of the MPEA enforceable in accordance with its terms, except to the extent enforceability is limited by bankruptcy, reorganization and other similar laws affecting the MPEA and rights of creditors generally. rogseo277 r2a17i72 47 18.2.6 No Action or Proceeding. To the best knowledge of the MPEA, there is no Action or Proceeding pending or currently threatened against it which questions the validity of this Agreement or the transactions contemplated herein or that could either individually or in the aggregate reasonably be expected to have a material adverse effect on DePaul’s rights under this Agreement or on the ability of the MPEA to perform its obligations under this Agreement. ARTICLE 19 MISCELLANEOUS PROVISIONS 19.1. Relationship of the Parties. The relationship of the Parties under this Agreement is that of independent parties, each acting in its own best interests. Notwithstanding anything in this Agreement to the contrary, no partnership, joint venture or relationship of principal and agent is established or intended hereby between or among the Parties. 19.2 Expenses. Unless otherwise provided in this Agreement, each Party shall bear its own expenses in connection with the negotiation and preparation of this Agreement, and the performance of all of its obligations under this Agreement, 19.3 Notices and Account Information, All notices, consents, directions, approvals, instructions, requests and other communications, as applicable, to be given to a Party under this Agreement shall be given in writing to such Party at the address set forth below or at any other address as such Party designates by written notice to the other Party in accordance with this Section 19.3 and may be (a) sent by registered or certified U.S. mail, return receipt requested, or by reputable national overnight courier, (b) delivered personally (including delivery by private courier services), or (c) sent by telecopy (with electronic confirmation of such notice) or by electronic mail, in each case under this clause (c) with a copy by one of the methods set forth in clause (a) or (b). Any notice shall be deemed to be duly given or made (i) one Business Day afier being sent by reputable national overnight courier, (ii) three Business Days after posting if mailed in accordance with clause (a), (iii) the day delivered if sent by hand unless such day is not a Business Day, in which case such delivery shall be deemed to be made as of the next succeeding Business Day, or (iv) in the case of telecopy (with electronic confirmation of such notice) or electronic mail, when received, except that if it was received after 5:00 p.m, delivery shall be deemed to be made as of the next succeeding Business Day. Each Party hereto shall have the right at any time and from time to time to specify additional parties to whom n must be given, by delivering to the other Party five days’ notice thereof setting forth a single address for each such additional party. The notice addresses for the Parties shall initially be as follows: For DePaul: DePaul University 1 East Jackson Chicago, Illinois 60604 Attention: Treasurer Telephone: (312) 362-8945 Fax: (312) 362-8908 ogsso2rT 12417172 48 With a copy to: DePaul University 1 East Jackson Chicago, Illinois 60604 Attention: General Counsel Telephone: (312) 362-8865 Fax: (312) 476-3242 With a copy to: DePaul University Sullivan Athletic Center 2323 North Sheffield Avenue Chicago, Illinois 60614 Attention: Athletics Director ‘Telephone: (773) 325-7504 Fax: (773) 325-7570 For the MPEA: Metropolitan Pier and Exposition Authority Corporate Center 301 East Cermak Road Chicago, Minois 60616 Attention: Chief Executive Officer ‘Telephone: (312) 791-7500 Fax: (312) 791-6156 With a copy to: Metropolitan Pier and Exposition Authority Corporate Center 301 East Cermak Road Chicago, Iinois 60616 Attention: General Counsel ‘Telephone: (312) 791-7500 Fax: (312) 791-6156 19.4 Severability. If any term or provision of this Agreement, or the application thereof to any Person or circumstance, shall to any extent be held invalid or unenforceable in any jurisdiction, then as to such jurisdiction, the remainder of this Agreement, or the application of such term or provision to Persons or circumstances other than those as to which such term or provision is held invalid or unenforceable in such jurisdiction, shall not be affected thereby, and cach term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law. Any such invalidity or unenforceability in any jurisdiction shall ‘rooseonr7 12417172, 49 not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the Parties to this Agreement hereby waive any provision of law that renders any provision of this Agreement unenforceable in any respect. The provisions of this Section 19.4 shall not be construed to limit or affect in any way the right of DePaul upon a DePaul Access Rights Default or a Material Deprivation Default. 19.5 Entire Agreement, Amendment and Waiver. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior written and oral agreements and understandings with respect to such subject matter. Neither this Agreement nor any of the terms hereof, including this Section 19.5, may be amended, supplemented, waived or modified orally. All such amendments, supplements, waivers and modifications must be in writing signed by the Party against which the enforcement of the amendment, supplement, waiver or modification shall be sought. 19.6 Interest. Any payments due from one Party to another under the terms of this Agreement that are not paid wien due shall accrue interest at the Interest Rate. 19.7 _ Parties in Interest; Limitation on Rights of Others. The terms of this Agreement shall be binding upon, inure to the benefit of and be enforceable solely by the Parties and their permitted successors and assigns and nothing in this Agreement or by virtue of the transactions contemplated hereby, whether express or implied, shall be construed to constitute, create or confer rights, remedies or claims in or upon any Person (as third-party beneficiary or otherwise) not a party hereto, or to create obligations or responsibilities of the parties to such Persons, or to permit any Person other than the parties hereto and their respective successors and assigns to rely upon or enforce the covenants, conditions and agreements contained herein; provided, that DePaul Indemnitees and the MPEA Indemnitees shall be third-party beneficiaries of Section 10.6 and the Persons identified in Section 19.12 shall be third-party beneficiaries of Section 19.12, 19.8 Counterparts. This Agreement may be executed in any number of counterparts which, taken together, shall constitute one and the same agreement. This Agreement shall be effective when it has been executed by each Party and delivered to all Parties. To evidence the fact that it has executed this Agreement, a Party may send a copy of its executed counterpart to the other Party by facsimile or electronic transmission. Such Party shall be deemed to have executed and delivered this Agreement on the date it sent such facsimile or electronic transmission. In such event, such Party shall forthwith deliver to the other Party an original counterpart of this Agreement executed by such Party. 19.9 Governing Law. This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the State of Illinois (excluding any conflict of laws rule or principle which might refer such interpretation to the laws of another jurisdiction). 19.10 Further Assurances. Each of the Parties shall execute and deliver or procure execution and delivery of such additional documents and instruments as may be necessary or appropriate to carry out the terms of this Agreement. Upon DePaul’s reasonable request, the MPEA shall use good faith efforts to furnish, or cause outside legal counsel to furnish, such legal opinions as DePaul may reasonably request in connection with any financing. DePaul shall reimburse the MPEA for reasonable legal fees and expenses incurred in connection with any To9ss0277 12417172 50 such opinion, The MPEA shall, in accordance with Applicable Law, use commercially reasonable efforts to cooperate with DePaul in connection with the preparation or submission of any application or other attempt to obtain any permit, license or variance related to the use or operation of the Facility. 19.11 Interpretation and Reliance. No presumption will apply in favor of any Party in the interpretation of this Agreement or in the resolution of any ambiguity of any provisions hereof. 19.12. No Personal Liability. All costs, obligations and liabilities under this Agreement on the part of the MPEA or DePaul are solely the responsibility of the respective Party, and no director, officer, official, employee, agent or elected or appointed official of any Party to this Agreement shall be personally or individually liable for any costs, obligations or liabilities of such Party under this Agreement and each such Person may raise this Section 19.12 as a defense to any action brought seeking to impose such costs, obligations or liabilities on it. Except as any Party to this Agreement may otherwise agree in writing with regard to its liability, all Persons extending credit to, contracting with or having any claim against any Party to this Agreement, may look only to the funds and property of such Party for payment of any such suit, contract or claim to the extent such Party is liable therefor, or for the payment of any costs that may become due or payable to them from any Party to this Agreement. 19.13 MPEA Payments. Any obligations of the MPEA to make any payment or expenditure pursuant to this Agreement shall be subject to the approval of its board of directors, provided, however, that DePaul retains its right to seek damages in the event any amounts payable to DePaul by the MPEA are delayed due to failure to act by the MPEA’s board of directors. [The remainder of this page has been intentionally left blank.] ‘ogsan277 1241.72 51 IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the Effective Date. so9ssoa77 12617172 METROPOLITAN PIER AND EXPOSITION AUTHORITY, By: Te u ——- ehent —C Koz0m Title: Exe evetive Vice Presi dev 52 EXHIBIT A Glossary of Defined Terms “AAA” shall have the meaning given to it in Exhibit N. “Abandonment Default” shall mean that (a) for a period of 30 consecutive days during the regular season, DePaul has not staged (for reasons other than the occurrence of a Condemnation Action, Casualty, Force Majeure Event, DePaul Access Rights Default or Material Deprivation Default) any men’s DePaul Basketball Games at the Facility and (i) at least one men’s DePaul Basketball Game at which DePaul is designated as the “home” team (excluding any special invitation tournament games, any games played on DePaul’s campus during the February auto show (the “Auto Show”) exhibited by the MPEA, and any other games staged elsewhere as permitted by the MPEA) has been staged elsewhere during such period or (ii) DePaul has eliminated its men’s basketball team; or (b) an Arbitration Panel has determined that DePaul has otherwise materially and substantially deprived the MPEA of the benefits provided to the MPEA by the DePaul covenant in the first sentence of the third paragraph of mn 2.5 of this Agreement. “Actions or Proceedings” shall mean any lawsuit, proceeding, arbitration or other altemative dispute resolution process, Governmental Authority investigation, hearing, audit, appeal, administrative proceeding or judicial proceeding. “Agreed Substantial Completion Date” shall have the meaning given to it in Section 2.3 of this Agreement. “Agreement” shall mean this Anchor Tenant Agreement dated April 17, 2015 by and between the MPEA and DePaul, together with all exhibits hereto, as the same may be amended, supplemented, modified, restated, renewed or extended from time to time, “Anchor Tenant Rights” shall mean DePaul’s rights set forth in Article 2 of this Agreement (including DePaul’s right to benefit from the obligations of the MPEA set forth therein). “Applicable Law” shall mean (i) any statute, law, treaty, rule, code, ordinance or regulation within the jurisdiction of the Governmental Authority promulgating the same that is applicable to the Facility or to Persons, facilities or activities within the Facility; (ii) any judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority with respect to any of the foregoing, the enforceability of which has not been stayed or appealed; or (iii) for purposes of the definition of Untenantable Condition, any requirement of the Chicago Fire Department or other similar independent advisory organization addressing issues of risk to the health and safety of patrons, performers, employees or other individuals. “Appraisal Option” shall have the meaning given to it in Section 7.3.1 of this Agreement. ‘ooseu277 12417172 Al “Approvals” shall mean all permits, certificates (including Certificates of Occupancy), licenses, authorizations, variances, consents and approvals required by any Governmental Authority having jurisdiction, in Exhi “Arbitration” shall have the meaning given to i “Arbitration Panel” shall have the meaning given to i ‘Arbitrator” shall have the meaning given to it in “Arched Roof” shall have the meaning given to it in Section 2.4.1 of this Agreement. “Broadcasting” shall mean all internet, radio and television broadcasting, or other transmission, recording or motion pictures of, DePaul-Sponsored Events. “Business Day” shall mean a day of the year that is not a Saturday, Sunday, Legal Holiday or a day on which national banks are not generally required or authorized to close in Chicago, Illinois. “Capital Expenditure” shall mean any material capital additions to the Facility that (i) would not constitute Capital Repairs or work included in the definition of Maintenance and (ii) are practicable to implement. “Capital Repairs” shall mean all substantial capital repairs, capital replacements, capital restoration or other capital work reasonably required to be performed on the Facility (including all equipment, fixtures, furnishing, facilities, surfaces, structures or components therein and thereof) that have an expected useful life of five years or more and are necessary to (i) repair, restore or replace components of the Facility no longer suitable for their intended purpose due to any damage, destruction, ordinary wear and tear or defects in construction or design; (i) prevent permanent damage to the roof, foundation or structural integrity of the Facility; or (iii) comply with Applicable Laws or Section 2.1 of this Agreement. For the avoidance of doubt, Capital Repairs shall not include work included in the definition of Maintenance. “Casualty” shall mean any damage, destruction or other property casualty of any kind or nature, ordinary or extraordinary, foreseen or unforeseen resulting from any cause, including any Force Majeure Event. “Casualty Repair Work” shall have the meaning given to it in Section 11.1 of this Agreement. “Casualty Termination Date” shall have the meaning given to it in Section 11.3.1 of this ‘Agreement. “Certificate of Occupancy” shall mean a temporary or final (as the case may be) certificate of occupancy or other applicable certification or approval of a Governmental Authority for the use and occupancy of the Facility. ‘rovsac2T7 12417172 A2 “Club Seats” shall mean those 302 seats designated as “club seats” (or any replacement, term adopted in the future) and for which a premium may be charged above the admission price component for the right to have access to an upscale and dedicated concessions area. “Commencement Date” shall mean the day following Substantial Completion of the Facilit “Components” shall mean those items and systems of real or tangible property incorporated into the Facility and/or integral to the operation of the Facility, limited to (i) heating, ventilating and air-conditioning; (ji) plumbing; (iii) electrical; (iv) mechanical; (¥) telecommunications; (vi) roof systems; (vii) structural systems; (viii) vertical lift systems (e.g., escalators and elevators); (ix) seats; and (x) food and beverage preparation, dispensing and serving equipment. “Concessionaire(s)” means any Person in the business of selling or furnishing a Concession, in, at, from or in connection with the operation of the Facility, whether from any restaurant (whether open to the public or restricted to members thereof), club, membership dining room, concessions stand, catering or banquet facility, kiosk or other facility located therein or by individual vendors circulating the Facility. “Con ions” means food and beverages (both alcoholic and non-alcoholic). concessions Revenues” shall mean the aggregate amount received from Concessions Rights with respect to the Facility, less any applicable Taxes and the amount of such revenues the Concessionaire is entitled to retain under any applicable agreement. “Concessions Rights” means, collectively, the right to sell, display, distribute and store Concessions at any location or through any method at the Facility permitted under the definition of Concessionaire. “Condemnation Action” means a taking by any Governmental Authority (or other Person with power of eminent domain) by exercise of any right of eminent domain or by appropriation or condemnation, “Condemnation Award” means all sums, amounts or other compensation for the Facility, for DePaul Rights or for other rights or Property payable to the MPEA or DePaul, as applicable, as a result of or in connection with any Condemnation Action. ction 12.2.1 of this ndemnation Repair Work” shall have the meaning given to it i Agreement. “Contract Year” shall mean each 12-month period commencing on July 1 in any calendar year and ending on the next succeeding June 30; provided, however, that the first Contract Year shall begin on the Commencement Date and end on either (a) the next succeeding June 30 if the Commencement Date occurs between July 1 and December 31 or (b) the June 30 of the immediately following calendar year if the Commencement Date occurs between January 1 and June 30, and if this Agreement by its terms or otherwise terminates earlier than on the last ‘o9san277 12417172 AS day in June during a calendar year, there shall be a partial last Contract Year ending on the date of such termination, “Contractors” means all contractors, subcontractors, materialmen, suppliers, vendors, consultants and other Persons performing any work or providing any services, labor, materials or supplies with respect to all or any part of the Facility. “CPI Annual Adjustment” shall mean, as calculated at any time, a fraction, the numerator of which is equal to the greater of (i) zero and (i) the difference between (x) the Annual Avg. for the most recent calendar year for which such data is available at the time of such calculation, and (y) the Annual Avg. for the calendar year immediately prior to the calendar year referred to in clause (x); and the denominator of which is equal to the Annual Avg. for the calendar year referred to in clause (y), where “Annual Avg.” is the annual average from “Consumer Price Index for All Urban Consumers (CPI-U) - Chicago-Gary-Kenosha, IL-IN-WI — All Items (1982- 1984=100)” published by the United States Department of Labor, Bureau of Labor Statistics; provided, however, that if such index is discontinued or revised during the Term, such other index or computation with which it is replaced shall be used in order to obtain substantially the same result as would have been obtained if such index had not been discontinued or revised. For example, as of January 1, 2015, the CPT Annual Adjustment was equal to 1.14%, calculated as follows: the difference between (x) 224.545 (ie., the Annual Avg. for 2013) and (y) 222.005 (ie., the Annual Avg. for 2012), divided by 222.005 (ie. the Annual Avg. for 2012). “DePaul” shall have the meaning given to it in the first paragraph of the Agreement and shall include any successor or assignee pursuant to Article 12 of this Agreement. “DePaul_Access Rights” shall have the meaning given to it in Section 4.9.1 of this ‘Agreement. “DePaul Access Rights Default” shall have the meaning given to it in Section 4.9.1 of this Agreement. “DePaul Basketball Game” means an NCAA basketball game in which one of the teams playing is the DePaul men’s or women’s basketball team. “DePaul Contribution” shall mean the cash contributed by DePaul to construct the M. Facility, as specified on Exhi “DePaul Default” shall have the meaning given to it in Section 14.1.1 of this Agreement. “DePaul Excess/Umbrella Policy” shall have the meaning given to it in Section 10.1.3 of this Agreement. “DePaul Exclusive Areas” shall have the meaning given to it in Section 2.6. “DePaul GL Policy” shall have the meaning given to it in Section 10.1.1 of this Agreement. yoosson77 12417172, Ad “DePaul_Indemnitees” shall have the meaning given to it in Section 10.6.1 of this Agreement. “DePaul Insured Pat Agreement. shall have the meaning given to it in Section 10.1 of this “DePaul Property” means all personal property (i) that is placed in or upon the Facility and/or the Facility Site, whether owned, leased, consigned or otherwise, by DePaul; or (ii) that is controlled by DePaul. “DePaul Property Insurance Policy” shall have the meaning given to it in Section 10.1.4 of this Agreement. “DePaul Rights” shall mean all rights granted to DePaul under this Agreement, including the Anchor Tenant Rights, the DePaul Use Rights, the DePaul Access Rights and the rights relating to Naming Rights and sponsorships set forth in Article 3 of this Agreement. “DePaul-Sponsored Events” shall mean men’s and women’s basketball games and practices, other sporting events (including NCAA championship events), commencement exercises and other student assemblies, recruiting visits and events, promotional and marketing events and other events that are consistent with DePaul’s mission. “DePaul Suites” shall have the meaning given to it in Section 2.7 of this Agreement. “DePaul Taxes” shall have the meaning given to it in Article 9 of this Agreement. “Del Agreement. | Use Peri shall have the meaning given to it in Section 4.8.1 of this “DePaul Use Rights” shall have the meaning given to it in Section 4.9.1 of this ‘Agreement. “DePaul Workers’ Compensation Policy” shall have the meaning given to it in Section 10.1.2 of this Agreement. “Design and Development Documents” means the drawings and narrative documents delineating. structural dimensions, site features and elevations, the building core, furniture, equipment, materials and colors and landscaping. The Design and Development Documents shall fix and describe all design features, as well as the size, character and quality of the entire Facility and all elements thereof, including all architectural and structural elements and systems. Upon acceptance by DePaul and the Authority of revised Bridging Documents as described in Section 3.5 of the Design-Build Agreement between the Metropolitan Pier and Exposition ‘Authority and Prairie District Partners for the McCormick Place Event Center Project dated January 21, 2015 (“Design-Build Agreement”), such revised Bridging Documents shall become the Design and Development Documents for the purposes of this Agreement. “East Cermak Road Parking Facility” shall have the meaning given to it in Section 4.7 of this Agreement. ‘oesaoa77 12417172 AS Date” shall mean the date set forth in the first paragraph of this Agreement. “Encumbrances” shall mean any defects in, easements, covenants, conditions or restrictions affecting or other encumbrances on the title to the Facility, whether evidenced by written instrument or otherwise evidenced. “End of Term Casualty” shall have the meaning given to it in Section 11.3.1 of this Agreement. “Eyent” shall mean any event conducted at the Facility, including conventions and trade shows, events of local, regional or national importance, concerts, family shows, professional and amateur sports events, such as NCAA competitions, DePaul Basketball Games, games of any other sports team and other civic, political, community and not-for-profit events, provided, that any activity that oceurs in DePaul Exclusive Areas shall not be considered an “Even “Event of Default” shall have the meaning given to it, as the case may be, in Section 14.1.1 and Section 14.1.2 of this Agreement. “Expiration Date” shall have the meaning given to it in Article 6 of this Agreement. “Facility” shall have the meaning given to it in the Recitals of this Agreement, “Eacility Management” shall have meaning given to it in Section 8.1.1 of this Agreement, “Facility Name” shall mean the name given to the Facility pursuant to the terms of the ‘Naming Rights Agreement and any replacements thereof from time to time. “Facility Site” shall mean certain real property to be acquired by the MPEA that i located generally within the square block bounded by East Cermak Road on the south, East 21st Street on the north, South Indiana Avenue on the west and South Prairie Avenue on the east, all as more fully described and defined on Exhibit H attached hereto and made a part hereof (together with all street rights-of-way within such site, all air rights and air space above such site and all easements and appurtenances associated therewith. “Final Order” shall mean a final non-appealable order by a court of competent jurisdiction. “Floo:” shall mean, as applicable, the court surface within the Facility designed for the playing, presenting or conducting of the DePaul Basketball Games and the event floor surface within the Facility during non-basketball Events. “Force Majeure Event” shall mean the occurrence of any of the following: acts of God; acts of the public enemy; the confiscation or seizure by any Government Authority; insurrections; wars or war-like action (whether actual or threatened); arrests or other restraints of government (civil or military); strikes, labor unrest or disputes (in each case without regard to the reasonableness of any party’s demands or ability to satisfy such demands); unavailability of or delays in obtaining labor or materials; epidemics; landslides, lightning, earthquakes, fires, hurricanes, tomadoes, storms, floods or other severe weather; explosions; civil disturbance or 7o9sso277 12417172 AG disobedience; riot, sabotage, terrorism or threats of sabotage or terrorism; injunctions; other governmental action or change in law; power failure or other cause, whether of the kind herein enumerated or otherwise, that is not within the reasonable control of the Party claiming the right to delay or excuse performance on account of such occurrence. “Force Majeure Event” shall not inlude an inability to pay debts or other monetary obligations in a timely manner. “Governmental Authorities” shall mean any and all jurisdictions, entities, courts, boards, agencies, commissions, authorities, offices, divisions, subdivisions, departments or bodies of any nature whatsoever and any and all any governmental units (federal, state, county, municipality or otherwise) whether now or hereafter in existence. Notwithstanding the foregoing, for purposes of this Agreement, the MPEA, in its capacity as owner or operator of the Facility under this Agreement, shall not be considered a Governmental Authority, including, for the avoidance of doubt, for purposes of the definition of Force Majeure Event. “Hazardous Material” means and includes any hazardous toxic, dangerous, radioactive or infectious material, waste or substance or any pollutant or contaminant defined as such in, and present in quantities that violate, any laws relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as may now or any time in the future be in effect, or any other hazardous, toxic or dangerous, waste, substance, or material. “Indemnified Party” shall have the meaning given to it in Section 10.6.5 of this Agreement. “Indemnifying Party” shall have the meaning given to it in Section 10.6.5 of this Agreement. “Injunctive Relief” shall mean a temporary restraining order, a preliminary or permanent injunction or similar equitable relief, including specific performance, awarded by a court or arbitrator of competent jurisdiction. “Insurance Proceeds” shall mean any and all proceeds of any insurance policy required to be maintained under Article 10 of this Agreement. “Interest Rate” means an interest rate per annum that is the per annum “prime rate” of interest announced, reported or published from time to time in The Wall Street Journal on the Money Rates Page (or a similar publication if The Wall Street Journal is no longer published or no longer announces, reports or publishes such rate), changing as and when such “prime rate” changes, unless a lesser rate is then the maximum rate permitted by law with respect thereto, in which event such lesser rate shall apply. “Legal Holiday” shall mean any day, other than a Saturday or Sunday, on which the MPEA’s administrative offices are closed for business. “Legends” shall have the meaning given to it in Section 3.8.1 of this Agreement. “Legends Agreement” shall have the meaning given to it in Section 3.8.1 of this ‘Agreement. rovsaa277 12417172 AT jen” shall mean, with respect to any Property, any mortgage, lien, pledge, charge or seourity interest, and with respect to the Facility, the term “Lien” shall also include any lien for taxes or assessments, builder, mechanic, warehouseman, materialman, contractor, workman, repairman or carrier lien or other similar liens. “Loge Boxes” shall mean those 162 seats designated as “loge boxes” (or any replacement term adopted in the future) on Exhibit B attached hereto and for which a license fee, premium or other fee or charge may be charged above the admission price component for the right to purchase event admission tickets to the Loge Box and to have access to an upscale and dedicated concessions area and certain additional privileges. “Losses” shall have the meaning given to it in Section 10.6.1 of this Agreement. “MPEA” shall have the meaning given to it in the first paragraph of this Agreement. “MPEA Access Rights” shall have the meaning given to it in Section 4.9.2 of this Agreement. “MPEA Access Rights Default” shall have the meaning given to it in Section 4.9.2 of this Agreement. “MPEA Contribution” shall mean the cash contributed by the MPEA to acquire the land it M. for and construct the Facility, as specified on Exhibit M. “MPEA Default” shall have the meaning given to it in Section 14.1.2 of this Agreement. “MPEA Indemnitees” shall have the meaning given to it in Section 10.6.3 of this Agreement. “MPEA Property Insurance Policy” shall have the meaning given to it in Section 10.2 of this Agreement. “MPEA Suites” shall have the meaning given to it in Section 5.2 of this Agreement. “MPEA Ticket Surcharge” shall mean a facility fee surcharge that may be added by the MPEA to the price of admission tickets sold to the general public through the MPEA’s box office with respect to a DePaul-Sponsored Event. With respect to any such DePaul-Sponsored Event, the MPEA Ticket Surcharge may be in an amount not to exceed $4 per ticket during the first Contract Year. In each subsequent Contract Year, the MPEA Ticket Surcharge with respect to any such DePaul-Sponsored Event may be in an amount up to 102.5% of the largest MPEA Ticket Surcharge added to the price of admission tickets to a DePaul-Sponsored Event during the immediately preceding Contract Year. For avoidance of doubt, the MPEA Ticket Surcharge does not incorporate fees required by any ticketing services provider or fees to recoup ticketing costs. “Maintain” and “Maintenance” shall mean all work (including all labor, supplies, materials and equipment) reasonably necessary or advisable for the cleaning, care, maintenance (preventative and otherwise), repair or replacement of, the property, structures, surfaces, ‘roosen277 12417172 AS es, fixtures, equipment, furnishings, improvements and Components that form any part of lity. Without limiting the preceding sentence, “Maintenance” shall include the (i) maintenance that is stipulated in the operating manuals for the Components; (ii) periodic testing of building systems, such as mechanical, card-key security, fire alarm, lighting, and sound systems; (ii) ongoing trash removal; (iii) maintenance, repair and component replacement procedures for heating, ventilating, air-conditioning, plumbing, electrical, mechanical, telecommunications, roof and structural systems and vertical lift systems (e.g., escalators and elevators); (iv) spot or touchup painting; (v) cleaning of the entire Facility prior to, during and following, all Events and all other set-up and breakdown for Events; (vi) changing of light bulbs, ballasts, fuses, circuit breakers and filters; (vii) periodic repair and replacement of individual seats or components of Signage; and (viii) maintenance of the Floor. n 14.4.2 of this ‘Material Deprivation Default” shall have the meaning provided in Agreement “Media Revenues” shall mean the aggregate amount received from sales of Media Rights with respect to the Facility and Events. “Media Rights” shall mean the right to control, conduct, sell, license, publish, authorize and enter into agreements with respect to all media, means, technology, distribution channels or processes, whether now existing or hereafter developed and whether or not in the present contemplation of the Parties, for preserving, transmitting, disseminating or reproducing for hearing or viewing, Events and descriptions or accounts of or information with respect to Events (including motion pictures), including by Internet, radio and television broadcasting, print, film, photographs, video tape reproductions, satellite, closed circuit, cable, digital, broadband, DVD, satellite, pay television, and all comparable media. “McCormick Place Complex” shall have the meaning given to it in the Recitals of this Agreement. “Naming Rights” shall mean, collectively, the right to (i) name and re-name the Facility and any portion thereof, including the right to grant the Facility Name, and (ii) contract from time to time with any Person or Persons (a “Naming Rights Sponsor”) on such terms as DePaul determines with respect to the naming or sponsored attribution of the Facility or any portion thereof (a “Naming Rights Agreement”). “Naming Rights Agreement” shall have the meaning giving to it in the definition of ‘Naming Rights. “Naming Rights Sponsor” shall have the meaning given to it in the definition of Naming Rights. “Necessary Capital Expenditure” shall have meaning given to it in Section 8.10 of this Agreement. “Other Events” shall mean all Events other than DePaul-Sponsored Events. “Other Users” shall mean Users of the Facility other than the MPEA and DePaul. rovseu277 12417172 Ad “Parking Facility” shall have the meaning given to it in Section 4.7 of this Agreement. “Partial Taking” shall have the meaning given to it in Section 12.2 of this Agreement. “Parties” and “Party’ ‘Agreement. ” shall have the meanings given to them in the first paragraph of this “Payment Default” shall have the meaning given to ‘Agreement. in Section 14.1.1 of this “Permitted Use Areas” shall mean all portions of the Facility reasonably necessary for use by DePaul in connection with DePaul-Sponsored Events, including the Floor and related features, the locker rooms, the training rooms, the coaches’ offices, the media areas, the auxiliary box office, the hospitality areas, the non-premium seating, the Suites, the Loge Boxes, the Club Seats, related concession areas and retail spaces and kiosks for merchandise. “Person” shall mean any natural person, firm, partnership, association, corporation, limited liability company, trust, entity, public body, authority, governmental unit or other entity, as applicable. “Pouring” or “Pouring Rights” shall mean the right to make available, sell, dispense and serve beverages during Events and/or at the Facility, which right may or may not be to the exclusion of other beverage vendors, and to identify the holder of such right as the “official” provider of such beverage at the Facility. “Pro Forma Budget” shall have the meaning given to it in Section 2.4.1 of this ‘Agreement. “Property” shall mean any interest or estate in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. “Responsible Officer” shall mean, with respect to the subject matter of any certificate, representation, warranty or other action of any Person contained in this Agreement, a vice president or higher corporate officer of such Person who, in the normal performance of his or her operational responsibility, would have knowledge of such matter and the requirements with respect thereto and/or is authorized to sign such a certificate, make such representation or ‘warranty binding on such Person or take such action. ‘Responsible Party” shall have the meaning given to it in Section 10.7 of this Agreement. “Retail Goods” shall mean retail goods, merchandise and products (including souvenirs, apparel, novelty items and licensed products). “Retail Re .” shall mean the aggregate amount received in each Contract Year from sales of Retail Goods at the Facility, less all fees, costs and expenses paid to any third party concessionaire and the costs of the goods sold. ‘ooswua77 12617172 A-10 “Retail Rights” shall mean the right to sell Retail Goods to the general public at the Facility and to operate areas within the Facility for such purposes. “Sale Option” shall have the meaning given to it in Section 7.3.1 of this Agreement. “Scheduled Expiration Date” shall have the meaning given to it in Article 6 of this ‘Agreement. “Signage” shall mean all signage (whether permanent or temporary) in or on the Facili including scoreboards, jumbotron or other replay screens, banners, displays, “ribbon boards,” time clocks, message centers, advertisements, signs and marquee signs. “Skybridge” shall have the meaning given to it in Section 4.7.2 of this Agreement. “Substantial Completion” shall mean the MPEA shall have obtained all applicable governmental approvals and permits, including a Certificate of Occupancy necessary to allow a DePaul Basketball Game to be conducted at the Facility to substantial capacity. “Suites” shall mean the DePaul Suites and the MPEA Suites. “Tax” or “Taxes” shall mean any general or special, ordinary or extraordinary, tax, imposition, assessment, levy, usage fee, excise or similar charge (including any ad valorem or other property taxes), however measured, regardless of the manner of imposition or beneficiary, that is imposed by any Governmental Authority. “Temporary Taking” shall have the meaning given to it in Section 12.4 of this ‘Agreement. “Term” shall have the meaning given to it in Article 6 of this Agreement, T i <” shall mean, as applicable, the date of the Final Order as provided in Section 14.4.2(b) or the date 60 days after the Final Order in the event that the MPEA has not cured the Material Deprivation Default as provided in Section 14.4.2(c). “Termination Payment Discount” shall mean (i) in the case of a termination by DePaul pursuant to Section 12.1.1, an amount equal to 100% of the Termination Payment, such that no Termination Payment is due; and (ii) in the case of a termination by the MPEA pursuant to mn 14.2.1, (A) if such termination occurs on or prior to the last day of the fifth Contract Year, an amount equal to 100% of the Termination Payment, such that no Termination Payment is due; (B) if such termination occurs after the last day of the fifth Contract Year but on or prior to the last day of the tenth Contract Year, an amount equal to 90% of the Termination Payment; (C) if such termination occurs after the last day of the tenth Contract Year but on or prior to the last day of the twentieth Contract Year, an amount equal to 80% of the Termination Payment; (D) if such termination oceurs after the last day of the twentieth Contract Year but on or prior to the last day of the thirtieth Contract Year, an amount equal to 60% of the Termination Payment; (E) if such termination occurs after the last day of the thirtieth Contract Year but on or prior to the last day of the fortieth Contract Year, an amount equal to 40% of the Termination Payment; ‘osnan77 12417172 All and (F) if such termination occurs after the last day of the fortieth Contract Year but on or prior to the last day of the fiftieth Contract Year, an amount equal to 20% of the Termination Payment. “Total Taking” shall have the meaning given to it in Section 12.1.1 of this Agreement. 13.1 of this Agreement. [ransfer” shall have the meaning given to it in Secti “Untenantable Condition” shall mean the existence of any one of the following conditions, including due to any Condemnation Action, Casualty or Force Majeure Event, but only to the extent that the same (if not due to any Condemnation Action, Casualty or Force Majeure Event) is not primarily the direct proximate result of the failure of DePaul to perform its obligations as required under the Agreement: A. the condition of the Facility is such that NCAA rules prohibit the playing of DePaul Basketball Games at the Facility or will not reasonably permit DePaul to continue to use and occupy the Facility in the manner customarily used and occupied by NCAA basketball teams for NCAA basketball games; and B. __ the use or occupancy of any material portion of the Facility for DePaul Basketball Games is not permitted or is materially restricted under any Applicable Law or otherwise is unsuitable for customary usage for DePaul Basketball Games. “Use Agreement” shall mean a use, license, sublicense, concession, advertising, service, maintenance, occupancy or other agreement with respect to the use or occupancy of any space or facilities at the Facility or the location of any business or commercial operations in or on the Facility or any part thereof. “User” shall mean any Person (whether on a long-term or short-term, or continuing or periodic basis) that licenses, sublicenses or otherwise uses any part of the Facil cd that, for avoidance of doubt, a visiting collegiate team playing the DePaul men’s or women’s basketball team shall not constitute a “User” under this Agreement. Yopsso277 1aat7i72 Al? EXHIBIT B Facility Design rogsaonr7 12407172 Bel DIVISION 0 - procurement and contracting REQUIREMENTS 00.0100 Project Manual Table of Contents 003100 Project Information Structural Design Narrative Mechanical Design Narrative Bowl Lighting Narrative DIVISION 1 - GENERAL REQUIREMENTS: 01 2300 Alternates 01 2500 Substitution Procedures 01 2600 Contract Modification Procedures 01 2900, Payment Procedures 01 3100 Project Management and Coordination 01 3250 Schedules and Reports 01 3300 ‘Submittal Procedures 013550, General Dust Fume and Odor Control 01 3800, Project Photographs 01 4000, Quality Requirements 014200 References 014500, Structural Testing Inspection and Quality Assurance 01 5000, Temporary Facilities and Controls 01 5526, Traffic Control 015639 Temporary Tree and Plant Protection 017100 Construction Tolerance 01 7300 Execution on 7419 Construction Waste Management and Disposal 01700 Closeout Procedures 01 7823 Operation and Maintenance Data 01 7839 Project Record Document ot 7900 Demonstration and Training 018113, ‘Sustainable Design Requirements LEED Checklist 01.8300, Enclosure Performance Requirements on 9114 Building Enclosure Commissioning DIVISION 2 ~ existing conditions 024113, Removal of Existing Pavement 024119 Selective Demolition DIVISION 3 - CONCRETE 03 1000 Concrete Forming and Accessories 03 2000 Concrete Reinforcing 03 3000, Cast-In-Place Concrete 033519 Integrally Colored Concrete Finishing 03 4100 Structural Precast Concrete 03.4511 Architectural Precast Concrete 03 4900 Precast Concrete Seating Units (03 5000 Polished Concrete Floor System DIVISION 4 - MASONRY 04 2000 Unit Masonry 04 4200 Exterior Stone Cladding DIVISION 5 - METALS 05 0300 ‘Shop Preparation and Primer Painting 05 1200 Structural Stee! Framing 05 3100 Steel Decking 05 4000 Cold-Formed Metal Framing (05 000 Metal Fabrications 05 5100 Pre-Engineered Metal Stairs 05 7000 Omamental Metal Fabrications 05 7210 Steel Railings 05 7220 Glass Railings DIVISION 6 - WOODS AND PLASTICS 06 1000 Rough Carpentry 08 2000 Finish Carpentry 06 4000 Custom Casework 06 8000 ‘Composite Fabrications DIVISION 7 - thermal and moisture protection 07 1326 Solf-Adhering Sheet Waterproofing o7 1416 Cold Fluid Applied Waterproofing 07 2100 Thermal Insulation 07 2423 Direct Applied Finish System 07 2600 Under Stab Vapor Barrier 072726 Fiuid-Applied Membrane Air Barriers 07 4213.13 Formed Metal Wall Panels 07 4213.16 Metal Plate Wall Panels 07 4213.19 Insulated Metal Panels o7 5419 Polyvinyl Chloride(PVC) Roofing 076200 Flashing and Sheet Metal 07 7200 Roof Accessories 07 8100 Applied Fireproofing 07 8400 Firestopping 07 9200 Joint Sealants DIVISION 8 - DOORS AND WINDOWS 08 1100 Steel Doors and Frames 08.2110 Flush Wood Doors 08 3100 ‘Access Doors and Panels 08 3320 ‘Overhead Colling Doors 08 3460 ‘Sound Control Door Assemblies 08 4200 Interior Aluminum Storefront 08 4327 Translucent Exterior Linear Glass Wall Assemblies 08 4400, Glazed Curtain Wall 08 4410 Fire-Rated Aluminum Curtain Wall 08 4500 All Glass Walls and Entrances 08 6500 Pass-Through Window Assemblies 08 7100 Door Hardware 08 8100 Glass and Glazing 08 9119 Fixed Louvers DIVISION 9 - FINISHES 09 2500 Gypsum Board Systems 09.2700 Gypsum Board Shaft Wall Systems 092713 Glass Fiber Reinforced Gypsum Shapes 093100 Ceramic Tile 09 5050 095100 096100 09.6440 096500 096800 097100 097200 09 8000 09 9000 09.9600 09 9860 Acoustical Metal Wall Panels Acoustical Ceilings Floor Treatment Athletic Wood Flooring Resilient Flooring Carpet Acoustical Wall Treatment ‘Wall Coverings Interior Finish System Paints and Coatings High Performance Coating Systems Fiberglass Reinforced Plastic Panels DIVISION 10 - SPECIALTIES 101000 101115 10 1860 40 1585 10 1940 10.2600 10.2800 105000 105200 106010 Markerboards and Tackboards Glassboards Toilet Compartments, Stainless Stee! Toilet Compartments Cubicle and Vomitory Curtain Track Assemblies Wall And Corner Guards Toilet Accessories. Metal Lockers. Fire Protection Specialties Chain Link Partitions DIVISION 11 - EQUIPMENT 11.0700 111320 112429 41 4000 11.4550 11.4620 11.4800 Blackout Curtain System Projection Screens Roof Fall Protection Food Service Equipment Laundry Equipment Television Camera Platforms Basketball Equipment DIVISION 12 - FURNISHINGS 126100 12.7500 12.7650 127670 129313, 12.9323 12.9343.13, ‘Arena and Club Seating Riser Platforms Retractable Seating Elephant Door Hinged Seating System Bicycle Racks Trash and Litter Receptors Site Seating DIVISION 13 - SPECIAL CONSTRUCTION 13.1723 Therapeutic Poo! DIVISION 14 - CONVEYING SYSTEMS 142100 14.2126 142146 143100 Conveying Equipment Machineroomless Traction Passenger Elevators Machineroomless Traction Service Elevators Escalators, DIVISION 21 —fire suppression 21.0500 21.0503 Basic Fire Suppression Requirements Through Penetration Firestopping 21.0513 Motors 210529 Fire Suppression Supports and Anchors. 2105 48 Fire Protection Vibration Isolation 210553 Fire Suppression Identification 211300 Fire Protection Systems 213000 Fire Pumps DIVISION 22 - plumbing 220500 Basic Plumbing Requirements 220503 ‘Through Penetration Firestopping 220513, Motors 220529 Plumbing Supports and Anchors 22.05 48 Plumbing Vibration Isolation 220553 Plumbing identification 20716 Plumbing Equipment insulation 220719 Plumbing Piping insulation 220900 Instrumentation 221000 Plumbing Piping 221030 Plumbing Speciaties 221123 Domestic Water Pumps. 221200 Tanks - Plumbing 221329 Sanitary Sewerage Pumps 221429 ‘Sump Pumps 223000 Plumbing Equipment 22.4000 Plumbing Fixtures DIVISION 23 — heating ventilating and air conditioning 23.0500 Basic HVAC Requirements 230503, Through Penetration Firestopping 23.0513, Motors 23.0529 HVAC Supports and Anchors 23.05 48, HVAC Vibration Isolation 23.0553 HVAC Identification 23.0593 Testing, Adjusting and Balancing 230713 Ductwork insulation 230716 HVAC Equipment insulation 230719 HVAC Piping Insulation 230900 Controls 230913 Instrumentation 23.1123, Natural Gas Piping 232100 Hydronic Piping 23.2123, HVAC Pumps 23.3100 Ductwork 233300 Ductwork Accessories 23.3413, Axial Fans. 23.3416 Centrifugal Fans 233600 Air Terminal Units 233700 Air Inlets and Outlets 23.4000 Air Cleaning 237313, Indoor Modular Air Handling Units 237323, Custom Air Handling Units 237411 Grease Exhaust Scrubber Air Units 23.8113 HorizontalWall Mounted Fan Coil Units 238200 ‘Terminal Heat Transfer Units 23.8216 Air Coils DIVISION 26 - electrical 26.05 00 Basic Electrical Requirements 260503 ‘Through Penetration Firestopping 2605 13 Wire And Cable 260517 Electric Heat Trace and Snow Melt 2605 26 Grounding and Bonding 260527 ‘Supporting Devices 26 05 33 Conduit and Boxes, 2605 53 Electrical Identification 260573 Power System Study 260913 Power Monitoring And Control 2809 33 Lighting Control Systems 28 2000 Service Entrance 2622.00 Dry Type Transformers 26.2413 Switchboards 262416 Panelboards 262419 Motor Control 26.2726 Wiring Devices 2628 13 Fuses 2628 16 Disconnect Switches 26.2821 Contactors 262923 Variable Frequency Drives 263213 Packaged Engine Generator Systems 26 3600 Transfer Switch 2641.00 Lightning Protection Systems 26 4300 ‘Surge Protection Devices 285100 Lighting 265113 Sports Lighting systems 26 5633, Bollard DIVISION 27 - communications 270500 Basic Communications Systems Requirements 270503 ‘Through Penetration Firestopping 270526 ‘Communications Bonding 270528 Interior Communication Pathways 270553 Identification and Administration 271100 ‘Communication Equipment Rooms 2713.00 Backbone Cabling Requirements 2713.45 Network Electronics 271800 Horizontal Cabling Requirements 271710 Testing 271720 ‘Support and Warranty 2741.00 Common Work Results For Integrated Audiovisual Systems 27 4116.63, Audio Reinforcement System 27 4143 Led Display Assemblies and Control Systems 27 4143.53, Television Displays and Brackets 27 4150 Video Production System 275124 VOIP Telephone System 275310 Television Distribution / IPTV System 27 6000 Broadcast Cabling DIVISION 28 — Electronic safety and security 28 0500 Basic Safety and Securiy Systems Requirements 280503, ‘Through Penetration Firestopping 28 1300 Electronic Access Control 28 1600 Intrusion Detection System 282300 Video Surveillance 2826 05 Rescue Assistance Communication System 283100 Fire Alarm and Detection System DIVISION 31 - earthwork 31 1000 Site Clearing 31 2000 Earth Moving 31 6329 Drill Concrete Piers and Shafts DIVISION 32 - exterior improvements 321313 Concrete Paving 321400 Unit Paving 32 8400 Planting Irrigation 32.9113.16 Mulching 932 9113.23 ‘Structural Soil Mixing 32 9113.26 Planting Bed Preparation and Grading 32 9300 Plants 329353 Landscape Accessories DIVISION 33 - utilities 33 1100 Water Utility Distrbution Piping 33 3100 Sanitary Uility Sewerage Piping 33.4100 ‘Storm Utility Drainage Piping APPENDICES APPENDIX A Food Service Equipment Cut Sheets Lighting Fixture Cut Sheets ONO 13348 wo wo wo sw "wo “wo “wo "wo ‘wo ‘wo wo (Gano 30na4R34 YO) WD GaNo 20NRBzH YO) TW (Wo 20NaBSH BOS) TW (Gao 30NaH3HH HO) IND (Gao 39NSH3351 HO) IAD wo ‘waneo wanes S8RES 133s z-s1wi301000 wo) | -sin30 1000 emo STVL30 ALMULA IND zu S130 AUN WWD sou SNL30 ALNLA WWD ou ‘N¥1d TORINO LNBMIORS ONY NOISOR 0039, Nv ALLA 0089) Ned owiove oor Nv NorsNaNH 0089) Nvig Nownonaa oxo SSNO|IONOO ONLSDS 019 s"UsINO BONNEY YO) TA NOUO3S LAVHS IW ozs TUdOud ONY NE TENN so S7IgOd GNY NY TENNAL wr [7IgOud ONY NTI TENN oro ‘suo Nd TENN, aro “ baw SBLON TWeENEO neo oO 2-mNIO 1 SNMTON-xS0N ONPG sco) 1 INTION = 3BHS ¥3N0O ono) BVH 13H. 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DePaul selects the second and third suites, which are DePaul Suites. MPEA selects the fourth, fifth and sixth suites, which are MPEA Suites. DePaul selects the seventh, eighth, ninth and tenth suites, which are DePaul Suites. MPEA receives the remaining twelve suites, which are MPEA Suites. "709980277 12417172 El EXHIBIT F Naming Rights Signage Areas 09880277 2417172 Fl EXHIBIT G Advertising Policy 1. All advertising shall comply with all applicable Laws, including all generally applicable ordinances, rules, regulations, requirements and specifications promulgated by the City and the MPEA. 2. advertising that proposes transactions that would constitute unlawful ation or would be illegal for any other reason is not permitted. 3. Advertising that is legally obscene is not permitted. In addition, sexually explicit advertising depicting nudity (male or female genitals, pubic areas or buttocks with less than a fully opaque covering; female breasts with less than a fully opaque covering or any part of the areolae or nipples; or the covered genitals in a discernibly turgid or otherwise recognizable state) or sexual intercourse or other sexual acts is not permitted. 4, Advertising that portrays graphic violence, such as through the depiction of human or animal bodies, body parts or fetuses in states of mutilation, dismemberment, disfigurement or decomposition, is not permitted. 5. Advertising that is directed to inciting or producing imminent lawless action and is likely to incite or produce such action, including unlawful action based on a person’s or persons’ race, color, sex, age, religion, disability, national origin, ancestry, sexual orientation, marital or parental status, military discharge status or source of income, is not permitted, 6. Advertising shall not contain MPEA graphics or representations without the expre: written Approval of the MPEA. 7. No advertising containing or conveying an implied or declared MPEA endorsement, rejection or opinion respecting any product or service is permitted. 8. DePaul shall not place advertising on the public way within the boundaries of the City without the approval of the City. To9seo277 12417172 Gl EXHIBIT H Facility Site ‘ro9sso277 12417172 Hl EXHIBIT I Scheduling Procedures Scheduling of DePaul Basketball Games The MPEA will provide DePaul with Available Dates for the period beginning on November 1 through March 20 (the “Basketball Season”) pursuant to the following schedule: Slate 1 On May 1, 18 months prior to the Basketball Season, DePaul will receive a list of dates the Facility will be available for DePaul Basketball Games during the Basketball Season (“Available Dates”) from the MPEA. For the avoidance of doubt, the holiday weeks and holiday weekends (except for the date of the actual holiday) may be included as Available Dates. The list will include: © For the portion of the Basketball Season beginning on November 1 through December 26 (“Non-Conference Schedule”) * No less than 14 Weekend Dates (defined as Friday, Saturday and Sunday), * No less than 14 Weekday Dates (defined as Monday through Thursday) © For the portion of the Basketball Season beginning on December 27 through March 10 (“Conference Schedule”) * No less than 20 Weekend Dates (less the two Auto Show weekends) + No less than 20 Weekday Dates (less the week of the Auto Show) DePaul may set priority on certain Weekday Dates as scheduling concerns dictate. The MPEA shall use commercially reasonable efforts to accommodate the maximization of those priority dates. State 2 On November 1, 12 months prior to the Basketball Season, DePaul will receive a list of Available Dates from the MPEA. For the avoidance of doubt, the holiday weeks and holiday weekends (except for the date of the actual holiday) may be included as Available Dates. ‘The list will include all dates during the Basketball Season that have not been booked by the MPEA for Other Events, which in any case shall include: ‘© Non-Conference Schedule * No less than 18 Weekend Dates * No less than 21 Weekday Dates © Conference Schedule * No less than 20 Weekend Dates (less the two Auto Show weekends) * No less than 33 Weekday Dates (less the week of the Auto Show) DePaul may set priority on certain Weekday Dates as scheduling concerns dictate. The MPEA agrees to use commercially reasonable efforts to accommodate the maximization of those priority dates yogsac277 12417172 EL Release of Available Dates Available Dates will be for the exclusive use of DePaul for producing Men's or Women’s basketball games until released in accordance with the below. Available Dates for the Non- Conference schedule will be released as soon as practical, but in no case later than the August 1 immediately preceding the Basketball Season. Available Dates for the Conference schedule will be released as soon as practical, but in no case later than September 30 immediately preceding the Basketball Season, Available Dates may be released in writing at an earlier date at the sole Aiseretion of DePaul, however DePaul will be under no obligation to do so. Additional ‘Available Dates may be provided at the sole discretion of the MPEA, however the MPEA is under no obligation to do so. ‘The MPEA will have the ability to schedule events at the Facility for each such released date and for all other dates that are not basketball game dates (including dates that have not been submitted to DePaul as Available Dates); provided, however, that such MPEA-scheduled events do not interfere with DePaul’s use of the Facility for scheduled basketball games or practices. heduling of DePaul basketball practices ‘After scheduling the Conference Schedule, but in no case later than the October 15 immediately preceding the Basketball Season, DePaul will provide the MPEA a listing of requested practice dates and times, DePaul and the applicable visiting team will each have the right to hold practice on the day of and the day before any scheduled DePaul Basketball Game. The MPEA will have the right to request access to the Facility on those dates for other events but may not schedule an event on those dates without the express written consent of DePaul. ‘The MPEA will make available additional dates for practice by the men’s and women’s basketball teams, seeking to use commercially reasonable efforts to allow such teams a combined total of seven practice sessions at the Facility per week during the Basketball Season, Miscellaneous Scheduling Items DePaul may hold dates as far out as practical for the purposes of submitting a bid for NCAA, Big East or other high profile tournaments or individual games (March 10-30). Dates held for such bids will be deemed confirmed upon the acceptance of DePaul’s proposal and released immediately upon notification of its rejection. ‘The MPEA agrees that DePaul men’s basketball team will be permitted to play conference games on DePaul’s campus when the MPEA is hosting the Auto Show (two weeks in February) which could potentially reduce the number of men’s basketball games played in the Event Center. DePaul will not be required to make Rental Payments to MPEA for those games played on DePaul’s campus. Alll other DePaul-Sponsored Events, including basketball games scheduled after the September 30 immediately preceding the Basketball Season, shall be scheduled with the reasonable approval of the MPEA on a space-available basis. 709880277 12417172 12