7.4 Voluntary Improvements; Other Improvements.

(a) Either Lessor or Lessee may, from time to time, on reasonable advance notice to other party, recommend to the other the construction of additions, alterations or improvements to the Facilities that Lessor is not required to pay for (except pursuant to Section7.1(b)) and that Lessee is not required to pay for (except pursuant to Section 7.2(c)) (the Voluntary Improvements ) and that do not (i) materially change the overall function or design of the Facilities or the aesthetics, sightlines, structure or systems (including the useful life thereof) of the Facilities or, with respect to any Lessor Voluntary Improvement, materially increase the Operating Expenses, (ii) render the Facilities a less desirable playing site for the Team, within the reasonable judgment of the NFL Team Entity, (iii) violate any Applicable Law or (iv) impact the availability of the Facilities for Team Home Games, TSU Home Games or any other events scheduled on Reserved Dates. Without limiting the foregoing, no Voluntary Improvement recommended by Lessor shall be permitted unless such improvement is to the Stadium itself (as contrasted with portions of the Facilities outside the Stadium) and only if it would not reduce the number of parking spaces on the Stadium Site. Without limiting the foregoing, no Voluntary Improvement recommended by Lessee shall be permitted unless (I) such improvement is to the Stadium itself, (II) such improvement (A) involves a Permitted Use or such other use approved of by Lessor (not to be unreasonably withheld), (B) is constructed (or a significant aspect of the construction is commenced) before the commencement of the fifth anniversary of the Operating Period and (C) is located on a single five-acre tract in close proximity or adjacent to the Stadium and within the Stadium Site, which location shall be selected by Lessee and approved by Lessor (not to be unreasonably withheld) or such larger tract as is approved of by Lessor or (III) such improvement, if commenced after the five year period referred to in clause (B) preceding, (A) involves a use approved of by Lessor (not to be unreasonably withheld, but taking into account, and if necessary disapproving, any development that would unreasonably compete with a project of Lessor (or one that Lessor intends to commence substantial construction of within the following 12-month period)) and (B) is located on a single five-acre tract in close proximity or adjacent to the Stadium and within the Stadium Site, which location shall be selected by Lessee and approved by Lessor (not to be unreasonably withheld), or such larger tract approved of by Lessor. The recommending party shall then be permitted to cause the Voluntary Improvement to be constructed as promptly as possible (subject to Section 7.5 and the other parts of this Section 7.4), at the risk of the recommending party. In the event Lessee is the recommending party, Lessor shall, if requested by Lessee, use reasonable efforts, to the extent permitted by Applicable Law, to issue or cause to be issued additional notes, bonds or other indebtedness (maturing not later than the end of the Term) to finance 100% of the cost of any such Voluntary Improvement. In the event indebtedness described in the preceding sentence is incurred or arranged by Lessor, Lessee shall pay as Additional Rent amounts equal to (and payable at the same times as) the principal and interest payments on any such indebtedness.

(b) In addition to the rights granted in Section 7.4(a), in the event Lessor desires to construct material improvements on a portion of the Facilities then used exclusively for parking purposes (each such portion, a Development Tract ), each Development Tract shall be made available to Lessor for such project and released from this Lease (and thus shall no longer be a part of the Facilities); provided that the exercise of such right by Lessor shall be subject to the following terms: (i) the Development Tract shall in all material respects be approximately in the shape of a rectangle, (ii) concurrently with the release of the Development Tract, Lessor shall either (I) furnish Lessee with a replacement tract adjacent to the land comprising the Facilities or immediately across a street therefrom (but not across Interstate 65) (the New Tract ) that is, in all material respects, as useful and functional (taking into account all relevant factors, including, without limitation, site size, ability to accommodate parking in the same manner (including number of parking spaces), access to the Stadium and public roads, traffic, and security matters) as the Development Tract, or (II) have substantially completed the construction of a parking deck (with such construction to be commenced, conducted and completed, to the maximum extent feasible, during the NFL off-season), or an addition thereto if a parking deck has previously been constructed as a portion of the Facilities, of not greater than three stories (including any such additions) (the Parking Deck ), in accordance with Applicable Law and plans and specifications (with such minor deviations as are common in the construction of similar projects) and in a location approved by Lessee, such approvals not to be unreasonably withheld, which New Tract or Parking Deck, as applicable, shall be made subject to this Lease on the same terms and conditions as the remaining portions of the Facilities and thereafter shall be deemed part of the Facilities; (iii) the New Tract shall comply with all Applicable Law, including environmental laws, and shall have been improved to at least the same extent as the Development Tract (including, without limitation, paving and lighting); (iv) Lessor shall demonstrate reasonably its commitment to construct, or a commitment by others to construct, material improvements which the Lessor finds, as evidenced by the adoption of a resolution, is for a purpose in furtherance of the public interest in connection with the development of the Stadium area (such as, but not limited to, a hotel or entertainment facilities) on the Development Tract and a significant aspect of such construction (as opposed to ceremonial groundbreaking type activities) shall commence within 12 months after the date the Development Tract is released from this Lease; (v) the improvements constructed on the Development Tract shall be compatible with the First Class Condition of the Facilities and shall not include improvements or serve as a site for operations likely to result in a nuisance to the Facilities (whether due to noise, light, odor, other emissions or aesthetics); (vi) at all times the Stadium Site (as opposed to any New Tracts) shall include 4000 ground level open air parking spaces, which 4000 spaces shall include the 1500 spaces reserved for Lessee's use under Section 3.7 except to the extent space for such 4000 spaces is unavailable due to Lessee Voluntary Improvements; (vii) during the Operating Period, Lessor shall ensure to Lessee that no Development Tract shall be used for a casino or other gambling use; and (viii) the entire transaction, taken as a whole, shall not have a material adverse effect on Lessee or its rights under this Lease.

(c) In the event Lessee intends to develop a project of the nature described in Section Lessee Development Tract ) to be released from this Lease and no longer part of the Facilities; provided, the exercise of such right shall be subject to the following terms: (i) the Lessee Development Tract shall in all material respects be approximately in the shape of a rectangle; (ii) concurrently with the release of the Lessee Development Tract, Lessee shall either (I) furnish Lessor with a replacement tract adjacent to the land comprising the Facilities or immediately across a street therefrom (but not across Interstate 65) (the Lessee New Tract ) that is, in all material respects, as useful and functional (taking into account all relevant factors, including, without limitation, access to the Stadium and public roads, traffic and security matters) as the Development Tract, or (II) pay Lessor a pro rata share (based on square footage) of the total amount paid and costs incurred by the Metropolitan Government (or the agency thereof) in originally acquiring the Stadium Site and a pro rata share of the parking development and related costs, (iii) the Lessee New Tract shall be made subject to this Lease on the same terms and conditions as the remaining portions of the Facilities and thereafter shall be deemed part of the Facilities; (iv) the Lessee New Tract shall comply with all Applicable Law, including environmental laws, and shall have been improved to at least the same extent as the Lessee Development Tract (including, without limitation, paving and lighting); (v) Lessee shall demonstrate reasonably its commitment to construct, or a commitment by others to construct, material improvements on the Lessee Development Tract and a significant aspect of such construction (as opposed to ceremonial groundbreaking type activities) shall commence within 12 months after the date the Lessee Development Tract is released from this Lease; (vi) the improvements constructed on the Lessee Development Tract shall be compatible with the First Class Condition of the Facilities and shall not include improvements or serve as a site for operations likely to result in a nuisance to the Facilities (whether due to noise, light, odor, other emissions or aesthetics); (vii) during the Operating Period, Lessee shall ensure to Lessor that no Lessee Development Tract shall be used for a casino or other gambling use; and (viii) the entire transaction, taken as a whole, shall not have a material adverse effect on Lessor or its rights under this Lease.

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