mm EXECUTION COPY FORMER NSA EAST BANK REAL ESTATE GROUND LEASE AND DEVELOPMENT AGREEMENT By and Between the City of New Orleans And EMDRC Partners, LLC Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 FORMER NSA EAST BANK REAL ESTATE GROUND LEASE AND DEVELOPMENT AGREEMENT TABLE OF CONTENTS DEFINITIONS .. 3 LEASE OF LAND AND EXISTING FACILITIES 3 TERM, RENT, AND REPORTING .. 5 EASEMENTS AND RIGHTS-OF-WAY .. 11 CONDITION OF LEASED PREMISES .. 11 USE OF LEASED PREMISES .. 12 DEVELOPMENT OF THE LEASED PREMISES .. 13 OPERATION AND MAINTENANCE OF LEASED PREMISES .. 14 DEFAULT AND TERMINATION .. 18 TAXES AND COSTS OF DOING BUSINESS .. 26 RESTORATION AND SURRENDER .. 27 ENVIRONMENTAL MATTERS 28 COMPLIANCE WITH APPLICABLE LAWS .. 30 NOTICES .. 30 ASSIGNMENTS, SUBLEASES AND 31 UTILITIES AND 32 REPRESENTATIONS, WARRANTIES AND COVENANTS .. 33 DISPUTE RESOLUTION .. 35 INDEMNIFICATION .. 35 INSURANCE .. 37 ACCESS AND INSPECTION 40 LIENS AND 41 AMENDMENTS AND WAIVER .. 46 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Lease FORMER NSA EAST BANK REAL ESTATE GROUND LEASE AND DEVELOPMENT AGREEMENT EXHIBIT LIST EXHIBIT A DEFINITIONS EXHIBIT B-l LAND DESCRIPTION AND SURVEY EXHIBIT B-2 HOMELESS PORTION DESCRIPTION AND SURVEY EXHIBIT PHASING PLAN EXHIBIT LIST OF EXISTING ENCUMBRANCES EXHIBIT FORM SUBORDINATION AND AGREEMENT EXHIBIT ACT OF SALE EXHIBIT SITE PLAN EXHIBIT EDC AGREEMENT EXHIBIT I MANAGEMENT PLAN EXHIBIT MARKETING PLAN EXHIBIT CERTIFICATE EVIDENCING ACCEPTANCE OF PROGRAM PLANS EXHIBIT DBE REQUIREMENTS EXHIBIT REQUIRED CONTRACT PROVISIONS ii City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 FORMER NSA EAST BANK REAL ESTATE GROUND LEASE AND DEVELOPMENT AGREEMENT This Former NSA East Bank Real Estate Ground Lease and Development Agreement (this ?Lease?) is made this day of 2016 (?Effective Date?) by and between the CITY OF NEW ORLEANS, recognized as the local redevelopment authority (hereinafter referred to as the by the Of?ce of Economic Adjustment on behalf of the Secretary of Defense with regard to the disposition and conveyance of portions of the former Naval Support Activity ?East Bank? New Orleans, Louisiana East Bank?), and EMDRC Partners, LLC, a Louisiana limited liability company (the ??Lessee?). The LRA and the Lessee may be referred to jointly as the ?Parties? and each separately as a ?Party.? WITNESSETH WHEREAS, NSA East Bank is located near river mile 93 on the east bank of the Mississippi River within the City of New Orleans, Louisiana (?City?) and consists of approximately 24.17 acres of real property, together with the buildings, improvements and related and other personal property located thereon; and WHEREAS, NSA East Bank consists of ?fty-one (51) structures, including three (3) six- story buildings referred to as ?Building 601?, ?Building 602?, and ?Building 603?; and WHEREAS, NSA East Bank was recommended for closure by the 2005 Base Closure and Realignment Commission; and WHEREAS, pursuant to the power and authority provided by Section 2905(b)(4) of the Defense Base Closure and Realignment Act of 1990, 10 U.S.C. 2687 note, as amended (the ?Base Closure Act?), and the implementing regulations of the Department of Defense (32 CPR. Part 174), the Secretary of the Navy is authorized to convey surplus property at a closing installation to a local redevelopment authority for economic development purposes; and WHEREAS, on September 29, 2009, the LRA submitted to the US. Department of Housing and Urban Development that certain ?Homeless Submission? which was approved by HUD on January 21, 2011; and WHEREAS, on September 29, 2009, the LRA entered into a Legally Binding Agreement with Unity of Greater New Orleans (?Unity?) which provided that the LRA will convey no greater than two (2) acres at NSA East Bank to Unity for the development of permanent housing with comprehensive support services, as set forth in more detail in the and Former NSA East Bank Lease WHEREAS, on March 30, 2012, the LRA issued RFP No. 2188-01249 to obtain a developer/developer team to redevelop the Land (as de?ned below) once conveyed from the Navy to the and WHEREAS, the Lessee submitted a response to the RFP on June 29, 2012, and responded to the request for additional information on August 24, 2012 (collectively, the Response?); and WHEREAS, on September 9, 2013, the LRA and the Lessee entered into that certain Exclusive Negotiating Agreement between the City of New Orleans, as the Federally Recognized Local Redevelopment Authority for NSA East Bank and EMDRC Partners, LLC Regarding Naval Support Activity New Orleans, East Bank (as amended, the ?Exclusive Negotiating Agreement?); and WHEREAS, the LRA and the United States of America, acting by and through the Department of the Navy (the ?Navy?) entered into that certain Economic Development Conveyance Memorandum of Agreement between the United States of America Acting by and through the Navy and the City of New Orleans dated October 4, 2013 (the Agreement?) to set forth the terms and conditions of the transfer of NSA East Bank from the Navy to the and WHEREAS, pursuant to the EDC Agreement, on October 4, 2013, the Navy transferred the NSA East Bank to the LRA via two (2) Acts of Sale; and WHEREAS, the LRA intends to lease to the Lessee, pursuant to this Lease, the 22.17 acre portion of the NSA East Bank which is more particularly described in Exhibit B-l attached hereto and made a part hereof (referred to as the ?Land?) which was transferred to the LRA from the Navy via the Act of Sale set forth in Exhibit (the ?Act of Sale?); and WHEREAS, the LRA intends to utilize the two (2) acre portion of the NSA East Bank which is more particularly described in Exhibit B-2 attached hereto and made a part hereof (?Homeless Portion?) in accordance with the Homeless Submission; and WHEREAS, on October 28, 2013, the LRA and the Lessee entered into that certain Cooperative Endeavor Agreement between the City of New Orleans and EMDRC Partners, LLC (as amended, the and WHEREAS, the Exclusive Negotiating Agreement and the CEA set forth the initial agreements of the Parties with respect to the redevelopment of the Land; and WHEREAS, the Lessee has represented and warranted to the LRA that the Lessee has the necessary experience, expertise, capacity, and character to successfully complete the Development (as de?ned below); and 2 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 rr Former NSA East Bank Lease WHEREAS, the Lessee plans to develop the Leased Premises in accordance with the terms and conditions of this Lease; and WHEREAS, the LRA and the Lessee have set out certain development responsibilities as part of this Lease (the ?Development Responsibilities?), which requires the Lessee, as it relates to the Leased Premises, to, among other things, design, ?nance (through its own or outside resources), construct, renovate, own, lease, manage, operate, market, and maintain the Leased Premises; and WHEREAS, the Lessee intends to develop the Leased Premises and complete the Project, as de?ned in Exhibit A hereto, in accordance with the Development Responsibilities, as an emergency operations center for the development of temporary hurricane shelter services, emergency preparedness, pre?disaster mitigation, post-disaster mitigation, preparedness/recovery research with everyday uses for non-pro?t disaster related agencies and training, mixed use with commercial real estate development, retail development, residential, and sustainable growth? related business development, and any other such uses as agreed to by the LRA in accordance with this Lease; and WHEREAS, the Project objectives can be best achieved through a relationship that promotes and facilitates strategic planning, design, construction and commissioning of the Project, through the principles of collaboration that are mutually bene?cial; and WHEREAS, to facilitate Lessee?s development of the Land in accordance with the Development Responsibilities, the operation and management of the Leased Premises in accordance with the Management Plan attached hereto as Exhibit 1, and the receipt of the Consideration, the LRA and the Lessee desire to enter into this Lease with respect to the Land upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and covenants, conditions, representations and warranties contained herein, and for other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the LRA and the Lessee hereby agree as follows: 1. DEFINITIONS 1.1. The de?nitions are attached hereto as Exhibit A and are hereby incorporated by reference as if fully set forth herein. 2. LEASE OF LAND AND EXISTING FACILITIES 2.1. Subject to the fee title and leasehold interests set forth in this Lease, upon the Effective Date, for and in consideration of the covenants and agreements 3 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease 2.2. 2.3. 2.4. 2.5. 2.6. 2.7. Lease hereinafter contained and to be kept and performed by the Lessee, the LRA hereby leases exclusively to Lessee, and Lessee hereby leases from the LRA, in accordance with the terms and conditions set forth herein, the Land, together with all and singular the appurtenances, rights, privileges and easements unto the Land belonging or in any way thereto appertaining including, but not limited to, the right of access to and use of the streets, roads, electric, gas, telephone, storm water, water and sewer facilities now or in the future appurtenant to, serving or bene?ting the Land (collectively, the ?Appurtenanees?). This Lease shall be in full force and effect, and the LRA and Lessee shall be bound by the provisions of this Lease on the Effective Date. The Lessee shall commence and complete the redevelopment of Building 601, Building 602, and Building 603, the unimproved land, and the Public Amenity Improvements agreed to and in accordance with the schedule set forth in Exhibit (?Phasing Plan?), that at a minimum will contain targeted milestones and target dates for starting and completing construction and the redevelopment of Building 601, Building 602, and Building 603, the unimproved land, and the Public Amenity Improvements. Any changes to the Phasing Plan require the written approval of the Parties, which shall not be unreasonably withheld, conditioned, or delayed. The LRA hereby leases to the Lessee all existing improvements on the Land, including any alterations, additions, utilities, infrastructure, ?xtures, and equipment located in, on and under the Land (the ?Existing Improvements?). The LRA shall deliver Buildings 601, 602, and 603 empty of all movable contents by no later than the end of the feasibility period de?ned herein, or as otherwise agreed by the Parties in writing. Title to the Existing Improvements, all improvements located in, on and under the Land and that are hereafter constructed on the Land by or at the request of the Lessee (the ?Additional Improvements?) (and all replacements therefore) shall vest in and belong to the LRA subject to the terms and conditions of this Lease. Collectively, the Existing Improvements and the Additional Improvements shall be referred to herein as the ?Improvements.? Collectively, the Land and the Improvements shall be referred to herein as the ?Leased Premises.? This Lease is subject to all encumbrances disclosed on Exhibit attached hereto and all other matters of public record existing as of the date hereof (collectively, the ?Existing Encumbrances?). The Parties hereby agree that this Lease is and shall be an absolute net lease and, as such, the LRA shall have no liability or responsibility, ?nancial or otherwise, with respect to the Leased Premises (including, without limitation, for 4 City of New Orleans and EMDRC Partners, LLC NSA EB kl 6-644 Former NSA East Bank Lease 1 taxes, insurance, utilities or maintenance) to the Lessee or any other Person, except 2 as speci?cally set forth herein. LRA shall reasonably cooperate with and assist 3 Lessee in obtaining a Restoration Tax Abatement. 4 5 2.8. To the extent requested by the Lessee or a sublessee of Lessee, the LRA and 6 the requesting party (along with the Lessee if it is not the requesting party) shall 7 enter into a separate subordination and non-disturbance agreement (each, a 8 for a portion of the Leased Premises substantially in the form attached 9 here to as Exhibit E. The term of each SNDA may not exceed the Term of this 10 Lease. 1 12 2.9. Notwithstanding any other provisions of this Lease, the Lessee shall have no 13 mineral, water, gas or other natural resource rights and no right to remove or disturb 14 or cause or permit to knowingly be removed or disturbed, any historical, 15 archaeological, or other cultural artifacts, relics, remains or objects of antiquity. 16 17 3. TERM, RENT, AND REPORTING 18 19 3.1. Ting. The ?Term? shall begin on the Effective Date and shall expire on the 20 ?fty (50) year anniversary of the Effective Date, unless sooner terminated or 21 extended in accordance with the provisions of this Lease (the ?Term Expiration 22 Date?). 23 24 32. Option Period. 25 26 3.2.1. In addition to the Term and in partial consideration of Lessee?s 27 entering into this Lease, the LRA hereby grants to Lessee an option to extend 28 the Term of this Lease for up to one additional twenty-?ve (25) year period 29 and one additional twenty-four (24) year period (each, an ?Option Period?) 30 upon the same terms and conditions as those set forth in this Lease, and each 31 commencing at the conclusion of the previous Option Period in accordance 32 with the provisions set forth in this Section 3.2. 33 34 3.2.2. The de?nition of ?Term? shall include each exercised Option 35 Period, if any. 36 37 3.2.3. Beginning twenty?four (24) months prior to the then current Term 38 Expiration Date, the Lessee may exercise or propose to exercise the option of 39 an Option Period by delivering written notice of such exercise to the LRA at 40 any time before the date which precedes the conclusion of the then current 41 Term by twelve (12) months (the ?Option Exercise Date?). Such notice 42 shall include an updated Lessee Pro Forrna identifying the Lessee?s estimated 43 costs and revenues during such Option Period. If by the Option Exercise 5 Lease City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 h?l Former NSA East Bank Lease 3.3. 3.4. Lease 3.2.4. 3.2.5. Date, Lessee has not delivered to the LRA written notice of Lessee?s proposed exercise of the option for the Option Period or an updated Lessee Pro Forma for such Option Period, the options for an Option Period under this Section 3.2 shall lapse and be deemed of no further effect. The Parties shall execute a memorandum of any extension of the Term in the appropriate land records for each Option Period. Lessee shall have no right to exercise an option for an Option Period, if an Event of Default, as de?ned in Section 9.1, has occurred and is continuing at the time Lessee attempts to extend the Term of this Lease. If Lessee does not timely and properly exercise an option for an Option Period, the LRA shall have the right during the remainder of the then current Term to advertise, at its sole cost and expense, the availability of the Leased Premises for re-letting at the end of the current Term, (ii) to erect upon the Leased Premises signs indicating such availability (provided that such signs do not unreasonably interfere with the use of the Leased Premises by Lessee), and to show the Leased Premises to prospective purchasers or tenants during normal business hours upon reasonable notice to Lessee, provided that such actions do not interfere with the use of the Leased Premises by Lessee. Consideration. In consideration of the rights, bene?ts and privileges inuring to the bene?t of the Lessee from this Lease and the Lessee?s right to use the Leased Premises and the provision of certain obligations set forth in this Lease, the Lessee covenants and agrees as follows (the ?Consideration?). 3.3.1. 3.3.2. 3.3.3. The Lessee shall execute and perform or cause to be performed all of the obligations under this Lease in accordance with the terms and conditions set forth herein. The Lessee shall pay the LRA all amounts due hereunder by wire transfer, check, or automated clearing house so that funds are immediately available on the day such amount is due. Such payments shall be made to the depository agent identi?ed by the LRA, or to such other person as the LRA from time to time may designate in writing to Lessee. All sums shall be payable to the LRA in lawful money of the United States of America without offset, abatement, counterclaim, or deduction. The Lessee shall pay the LRA the Rent as set forth below and any Additional Rent, as de?ned herein. Rent. Lessee shall pay the LRA ?Rent? which shall include the following: 6 City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 Former NSA East Bank Lease 3.4.1. Rent Payments. The ?Rental Payments? shall be One Hundred and Fifty Thousand Dollars per annum, which is Twelve Thousand and Five Hundred Dollars per month, as adjusted in accordance with Section 3.4.1.3 and Section 3.4.1.4. 3.4.1.1. The ?rst Rental Payment is due on the ?rst day of the thirty-seventh Lease (37th) month following the Effective Date, and each subsequent Rental Payment shall be paid on the ?rst day of each month thereafter (the said days being the ?Rent Payment Dates?). Any Rental Payments for partial months shall be prorated. If any Rent Payment Date falls on a day which is not a Business Day, the Rental Payment due and payable on such date shall be due and payable on the next succeeding Business Day without interest or penalty if paid on such succeeding Business Day. A ?Business Day? is de?ned as any day other than a Saturday or Sunday or other day on which the banks in the City are authorized or required to be closed. 3.4.1.2. The Rental Payment shall not increase until the ?rst day of the one hundred and ninth month following the Effective Date. 3.4.1.3. Beginning on the ?rst day of the one hundred and ninth (109th) month following the Effective Date (?Initial Adjustment Date?), the Rental Payment shall be adjusted by an amount equal to the product of the Initial Percentage Change and the Rental Payment. The ?Initial Percentage Change? shall be the difference between the Price Index for the forty-ninth (49th) month after the Term beginning date (the ?Initial Base Month?), and the Price Index for the one hundred and eighth (108th) month after the Term beginning date, expressed as a percentage of the Price Index for the Initial Base Month. ?Price Index? shall mean the CPIU, US. City Average, all items (1982-84 100), as prepared by the US. Bureau of Labor Statistics. Rental Payments shall in no event be reduced as a result of application of the rent adjustment formula. The maximum Initial Percentage Change shall be 4.2 percent. 3.4.1.4. Beginning on the date that is sixty (60) months after the Initial Adjustment Date, and continuing every sixty (60) months thereafter (each, an ?Adjustment Date?), the Rental Payment shall be adjusted by an amount equal to the product of the Percentage Change and the Rental Payment. The ?Percentage Change? shall be the difference between the Price Index used for the immediately preceding Adjustment Date (the ?Base Month?), and the Price Index for the 7 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease Lease 3.4.2. 3.4.3. month two months prior to the current Adjustment Date, expressed as a percentage of the Price Index for the Base Month. Rental Payments shall in no event be reduced as a result of application of the rent adjustment formula. The maximum Percentage Change on any Adjustment Date shall be 4.2 percent. 3.4.1.5. If any of the rent payable under the terms of this Lease shall be or become uncollectible, reduced or required to be refunded because of any legal restriction, the Lessee shall enter into such agreements and take such other steps as the LRA may reasonably request and as may be legally permissible to permit the LRA to collect the maximum sums that from time to time during the continuance of such legal restriction may be legally permissible (and not in excess of the amounts reserved therefore under this Lease). Upon the termination of such legal restriction, the rent shall become and thereafter be payable in accordance with provisions hereof for the periods following such termination. Public Amenitv Improvements. As additional consideration for this Lease, the Lessee agrees to construct, at its sole cost and expense, public amenity improvements as requested by the LRA and approved by the Lessee, which approval shall not be unreasonably withheld, conditioned or delayed (?Public Amenity Improvements?) in an amount of no more than Five Million Dollars for such Public Amenity Improvements. Occupancy by the LRA. The Site Plan shall designate one (1) ?oor within Building 601 (to be jointly selected by the LRA and the Lessee) that will be made available by the Lessee to the LRA, at no rental cost to the LRA (provided that LRA shall pay its share of CAM fees), for LRA use during the Term of this Lease (the Premises?). The Phasing Plan shall identify when the LRA Premises will be completed and available for occupancy by the LRA. 3.4.3.1. The LRA Premises shall be provided to the LRA with base building amenities only to be agreed upon by the Lessee and the LRA during the Feasibility Period, at no rental cost to the provided, that the base building amenities provided to the LRA Premises shall be at least equal to those base building amenities provided to other tenants of the Project, who have leased premises for uses substantially similar to those uses of the LRA. 3.4.3.2. The LRA Premises are provided at no rental cost to the provided, however, that the Lessee may charge CAM Fees at a rate 8 City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 Former NSA East Bank Lease 3.5. Lease equal to or lower than that charged to other tenants on the Leased Premises. The LRA shall pay such CAM Fees within sixty (60) days of receiving an invoice from the Lessee. 3.4.3.3. The LRA shall bear the costs of all tenant required build-out costs over and above base building amenities which amenities shall consist of a ?white box? condition that is secure and dry, and in which the mechanical, electrical, and plumbing (MEP) systems are operational and capable of accommodating future tenant-required build-outs. 3.4.3.4. In the event that the LRA does not require use of all or a portion of the LRA Premises, the Parties may enter into negotiations to amend the LRA Premises for a portion or all of the remainder of the Term. The terms of any such agreement shall be memorialized in an amendment to this Lease. Additional Rent. All impositions, insurance premiums, and other costs and expenses which Lessee has agreed to pay under this Lease (other than the Rental Payments) together with every ?ne, penalty, interest and cost which may be added for nonpayment or late payment thereof (including the Rental Payments), shall constitute additional rent (?Additional Rent?). All Additional Rent shall be paid directly by Lessee to the party to whom such Additional Rent is due. Additional Rent to be paid by Lessee hereunder shall also include the following: 3.5.1.1. Percentage Rent. On January 30 of each year, the Lessee will pay the LRA ?ve percent of total Gross Rental Revenue received by the Lessee from subleases during the preceding calendar year (?Percentage Rent?). 3.5.1.1.1. The LRA may exercise its option to require the Lessee to reinvest the Percentage Rent identi?ed in Section 3.5.1.1 into the Project in a manner reasonably designated by the LRA, rather than receive payments. The LRA must provide this determination in writing no later than December 15 of each year. If no written request is provided by the LRA during such time period, the Lessee shall disburse the Additional Rent identi?ed in Section 3.5.1.1 to the LRA in the same manner under which the Lessee pays the Rental Payments to the LRA. 3.5.2. Excess Proceeds Payment to Navy. A pro forma is attached to the EDC Agreement (the Pro Forma?), and Section 4.3 of the EDC Agreement identi?es the obligations to the Navy with respect to the EDC Pro Forma (the EDC Agreement, which includes the EDC Pro Forma as Exhibit L, is attached hereto as Exhibit H). In the event that the Navy determines, based upon the 15 Year Audit (as de?ned in the EDC City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 Former NSA East Bank Lease 3.6. 3.7. 3.8. Lease Agreement), that ten percent of Excess Proceeds (as de?ned in the EDC Agreement) are due to the Navy, then the Lessee shall pay to the LRA two hundred percent (200%) of the amount of such Excess Proceeds payable to the Navy on behalf of the LRA in accordance with the obligations in the EDC Agreement. 3.5.3. Outside Scope Payment to Navy. In the event that the Navy determines, in accordance with Section 4.2 of the EDC Agreement, that the Leased Premises are developed in a manner not reasonably consistent with the Reuse Plan and that one or more Outside Scope Payments (as de?ned in the EDC Agreement) are due to the Navy, then the Lessee shall pay to the LRA one hundred percent (100%) of the amount of such Outside Scope Payments payable to the Navy on behalf of the LRA in accordance with the obligations in the EDC Agreement. In the event of a dispute regarding the Navy?s determination relating to Outside Scope Payments, the Lessee may request that the LRA commence the dispute resolution process outlined in Article 27 of the EDC Agreement. All sums payable by Lessee hereunder (including, without limitation, Rental Payments, Additional Rent and all other sums) shall be paid to the LRA absolutely net without offset of any kind or deduction of any nature or to such party to whom the sums are due. Any payment or discharge by Lessee of any tax or excise on rents or other tax referred to in the preceding sentence shall not be deemed Additional Rent. Lessee shall pay each sum payable pursuant to this Section prior to the time that such sum becomes delinquent. Upon the occurrence and continuation of an Event of Default hereunder, the LRA may require Lessee to deposit with the LRA in an escrow account bearing interest for the bene?t of Lessee an amount equal to (A) all taxes which are due and payable which Lessee is obligated to pay under this Section, including accrued ad valorem taxes, if any, with respect to the Leased Premises plus (B) any then delinquent insurance premiums with respect to the insurance required under Article 20 hereof, and (ii) thereafter, each month, an amount equal to one-twelfth 12th) of the annual charges for taxes to be paid under this Section and insurance premiums. Notwithstanding the foregoing, in the event the Lessee is depositing such amounts with a Leasehold Mortgagee or otherwise cures the Event of Default and delivers evidence of the same to the LRA, the LRA shall not require the Lessee to make the deposits required hereunder. Late Payments. If Lessee fails to make any payment of the Rental Payments or Additional Rent or any other sum payable by Lessee hereunder to the LRA is not made on or before the date on which such Rental Payments or Additional Rent is due (?Due Date?), then Lessee shall pay the LRA interest on such overdue payment City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease 1 at the Agreed Interest Rate, accruing from the Due Date of such payment until the 2 same is paid in addition to interest at the Agreed Interest Rate. 3 4 3.9. Audits and Reports. The Lessee shall submit the following audits and reports 5 to the LRA: 6 3.9.1. Every year, on or before March 1, the Lessee shall submit to the 7 LRA an audit certi?ed by a Certi?ed Public Accountant showing the actual 8 costs and revenues for the Project during the previous calendar year 9 (?Annual Audit?). 10 11 3.9.2. On January 1 and July 1 of each year, the Lessee shall submit a 12 report identifying 1) the total number of units and square footage of building 13 permits issued to date, (2) the number of certi?cates of occupancy issued, and 14 (3) the names of all current sublessees, the square footage used by each 15 sublessee, and the amount paid by each sublessee. 16 17 3.9.3. Every ?ve (5) years, beginning on March 1, 2021, and continuing 18 every ?ve (5) years thereafter, the Lessee shall submit to the LRA a 19 cumulative audit certi?ed by a Certi?ed Public Accountant showing the 20 actual costs and revenues for the Project during the previous ?ve (5) year 21 period (?Five Year Audit?). 22 23 4. EASEMENTS AND RIGHTS-OF-WAY 24 25 4.1. The Leased Premises are subject to easements and rights-of-way included in 26 the Existing Encumbrances. The Lessee shall accept and occupy the Leased 27 Premises subject to and in compliance with the Existing Encumbrances, and the 28 LRA shall have the further right to create and grant additional easements and 29 rights-of-way over, across and through the Leased Premises, including, without 30 limitation, the right to modify and relocate any of the Existing Encumbrances, with 31 the Lessee?s consent, which consent shall not be unreasonably withheld, 32 conditioned, or delayed. 33 34 5. CONDITION OF LEASED PREMISES 35 36 5.1. The Leased Premises are a former military installation that has been conveyed 37 to the LRA ?om the Navy for economic development purposes. The Navy has 38 provided the LRA with the Environmental Reports attached to the EDC Agreement 39 as Exhibit C, which the LRA has provided to the Lessee. The LRA has no 40 independent knowledge or information regarding the condition of the Leased 41 Premises. The Leased Premises are delivered to the Lessee ?as is, where is? 42 without representation, warranty, or guarantee as to quality, quantity, character, 1 1 Lease City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 Former NSA East Bank Lease 1 condition, size, or kind, or that the same is in condition or ?t to be used for any 2 purpose for which it is intended, including no representation or warranty that such 3 facilities or property comply with all applicable laws or codes. 4 5 5.2. The LRA shall not be liable for any latent or patent defects in the Leased 6 Premises. The Lessee, for itself and its successors and assigns, acknowledges that, 7 unless otherwise speci?cally and fully provided in this Lease, the LRA has made no 8 representation or warranty concerning the condition and state of repair of the 9 Leased Premises nor any agreement or promise to alter, improve, adapt or repair 10 themLEASED PREMISES 13 14 6.1. Permitted Uses. The Leased Premises shall be redeveloped in accordance 15 with the Reuse Plan, the EDC Agreement, the Act of Sale and this Lease (in the 16 event of any con?ict among the aforementioned documents, this Lease shall 17 control). Generally, the Leased Premises will be used as an emergency operations 18 center for the development of temporary hurricane shelter services, emergency 1 9 preparedness, pre?disaster mitigation, post-disaster mitigation, 20 preparedness/recovery research with everyday uses for non-pro?t disaster related 21 agencies and training, mixed use with commercial real estate development, retail 22 development, residential, and sustainable growth-related business development 23 (?Permitted Uses?). Except as the LRA and Lessee may otherwise agree in 24 writing, no other uses of the Leased Premises shall be permitted during the Term. 25 26 6.1.1. The Leased Premises shall be utilized in accordance with the use 27 allocation described in the Site Plan (collectively the ?Use Allocation?). The 28 Lessee may amend the Use Allocation with LRA Approval, which approval 29 shall not be unreasonably withheld, conditioned or delayed. 30 31 6.2. Safe Room. Using grant funding secured for such a purpose, Lessee shall 32 cause two (2) ?oors within ?oors three to six of Building 601, other than a ?oor 33 selected to be the LRA Premises pursuant to Section 3.4.3, to be built-out such that 34 it can be used as a safe room for ?rst responders and individuals listed on the City?s 35 Essential Emergency Personnel List as compiled by the City?s Department of 36 Homeland Security. (the ?Safe Room?). 37 38 6.2.1. To activate and make use of the Safe Room, the LRA shall provide 39 a written notice to the Lessee signed by either the Mayor, the City?s Deputy 40 Mayor for Public Safety, the City?s Director of Homeland Security, the City?s 41 Chief of Police or any of their successors or authorized assigns stating that 42 the LRA requires use of the Safe Room (the ?Safe Room Activation 43 Notice?). 12 Lease City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 Former NSA East Bank Lease 1 2 6.2.2. Following delivery of the Safe Room Activation Notice, the LRA 3 shall have the right to use the Safe Room immediately or at such later date as 4 identi?ed in the Safe Room Activation Notice until such time as the LRA 5 noti?es the Lessee that such use is no longer required. 6 7 6.2.3. If requested by the LRA, the Lessee shall enter into any necessary 8 Memoranda of Agreement, Cooperative Endeavor Agreements, or other 9 similar agreements to enable the Lessee to fully construct the Safe Room 10 using Federal, State or other grant funds. 1 1 12 6.2.4. The Lessee may utilize or sublease the space designated as the 13 Safe Room for other purposes when it is not activated. 14 15 6.3. Compliance with Plans. The Lessee shall comply with the ?Management Plan? 16 attached hereto as Exhibit I, the ?Marketing Plan? attached hereto as Exhibit J, 17 and the ?Site Plan? attached hereto as Exhibit G, each as may be amended or 18 modi?ed as set forth in this Lease. The Lessee shall notify the LRA, in writing, and 19 receive the written consent for, any proposed material change to the 20 Management Plan, the Marketing Plan, or the Site Plan prior to undertaking any 21 such proposed changes, which notice shall include suf?cient detail for the LRA to 22 assess the impact of the change on the Project and value of the Project. The 23 consent shall not be unreasonably withheld, conditioned or delayed. 24 25 7. DEVELOPMENT OF THE LEASED PREMISES 26 27 7.1. Lessee?s Role Generally. The Lessee shall serve as the master developer of 28 the Project. The Lessee shall communicate and coordinate with the LRA as the 29 Lessee plans, designs, builds, operates and maintains the Project. The Lessee shall 30 be responsible for obtaining all ?nancing for the Project. 31 32 7.2. Development. The Lessee shall design, construct, own, manage, operate and 33 maintain the development, and the associated Improvements on the Land 34 (?Development?) in accordance with the terms and conditions of this Lease. The 35 Lessee shall develop, construct and complete the Improvements (including 36 alteration, repair, and remodeling) in accordance with the Development 37 Responsibilities, and maintain and manage the Leased Premises in accordance with 38 the Management Plan (as such plan may be amended or modi?ed as set forth in this 39 Lease) and in compliance with Applicable Laws. 40 41 7.3. Substantial Completion, Certi?cate of Completion. and Certi?cate of 42 Occupancy. 43 13 Lease City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 Former NSA East Bank Lease 1 7.3.1. When the Lessee concludes that Substantial Completion has 2 occurred with respect to any phase or portion of the LRA Premises, the 3 Lessee shall prepare and submit to the LRA a comprehensive list of Punch 4 List items, which list the LRA may edit and supplement, and the Lessee shall 5 prepare, sign and deliver to the LRA a Certi?cate of Substantial Completion 6 stating that the Lessee believes in good faith that Substantial Completion has 7 occurred with respect to such phase or other portion of the LRA Premises. If 8 the LRA disputes that Substantial Completion has occurred, the LRA may 9 submit such dispute to dispute resolution in accordance with Article 18 of 10 this Lease. Once the Lessee completes the Punch List items, the Lessee shall 11 deliver to the LRA a Certi?cate of Completion and copies of any occupancy 12 permits or other permits required by Applicable Law. 13 14 7.3.2. For all portions of the Leased Premises, the Lessee shall obtain any 15 occupancy permits or other permits required by Applicable Law and shall 16 provide a copy of such permits to the LRA upon receipt. 17 18 7.4. Port Parking. The LRA and the Lessee shall cooperate with each other and 19 with the Port of New Orleans (the ?P0rt?) to jointly address the Port?s interests to 20 secure access to parking spaces, either in Building 602, at another location on the 21 Land or the Leased Premises, or at a location removed from the Land and the 22 Leased Premises. 23 24 7.5. DBE Participation. The Lessee must comply with the requirements set forth 25 in Exhibit concerning economically disadvantaged business enterprise 26 program requirements as determined by the City?s Of?ce of Supplier Diversity, 27 including achieving a DBE contract goal of thirty-?ve percent and 28 submitting any required reports. 29 30 8. OPERATION AND MAINTENANCE OF LEASED PREMISES 31 32 8.1. Lessee and its tenants or assigns shall make the capital repairs and replacements 33 necessary for the Leased Premises to be operated and maintained over the Term in 34 accordance with the management provisions of the Management Plan. 35 36 8.2. The Lessee shall ensure that all subleases and contracts relating to the 37 Development of the Leased Premises (including any construction activities 38 thereon), shall contain clauses indemnifying and holding the LRA or any successor 39 in interest of the LRA harmless from any and all liabilities and losses (including 40 Without limitation attorneys? fees, disbursements and other charges) incurred as a 41 result of any claim or cause of action arising as a result of any acts or omissions of 42 any sublessee, any contractor, or any subcontractor unless such claims arise as a 43 result of the negligent or willful acts. 14 Lease City of New Orleans and EMDRC Partners, LLC NSA EB kl6?644 CHM-l:Former NSA East Bank Lease The Lessee shall provide the LRA with a complete copy of all architectural, engineering and other construction documents for planned improvements to be constructed on the Leased Premises at least ten (10) Business Days prior to undertaking such construction, and a copy of all necessary governmental permits, approvals, and certi?cates within ten (10) Business Days following their receipt. Upon reasonable advance notice, the Lessee shall permit the representatives, agents and employees? reasonable access to and right of entry onto the Leased Premises before, during and after any construction for the purpose of monitoring, observing and making inquiries in order for the LRA to determine compliance with this Lease. It is understood by the Lessee that no such activity shall relieve the Lessee of its responsibility for managing or providing for management of any and all of the construction on the Leased Premises. Within sixty (60) days of completing construction of a phase of Improvements costing in excess of one million dollars as Adjusted, the Lessee shall provide the LRA with one (1) complete set of reproducible as-built drawings (all disciplines) illustrating the original and the then?current con?guration of the Leased Premises. The as-built drawings will incorporate all changes made over the Term to date. The title block shall be dated and noted as ?As-Built Drawings.? At the same time, one (1) electronic copy of the ?As-Built Drawings? in AUTOCAD 2006 (or later edition), read only format electronically shall also be transmitted to the LRA. Within ninety (90) days after the ?ling thereof, the Lessee shall remove and discharge or cause to be removed and discharged fully any and all mechanic?s, materialman?s, laborer?s and other similar liens ?led against the Leased Premises for work or materials furnished to or on behalf of the Lessee or any of the Lessee?s sublessees or occupants. Notwithstanding the foregoing, if the Lessee, its sublessee, or occupant, in good faith, disputes the validity or amount of any such claim of lien, and the Lessee, its sublessee, or occupant provides the LRA with a bond or other such security as the LRA may reasonably require to insure payment thereof and prevent any sale, foreclosure or forfeiture of the Leased Premises or any portion thereof by reason of such nonpayment, then so long as the Lessee or its sublessee is diligently pursuing a resolution of such dispute with continuity and, upon entry of ?nal judgment resolving the dispute or, if litigation or arbitration results therefrom, the Lessee or its sublessee discharges said lien within ninety (90) days after the date such judgment is rendered or ?led, then the Lessee shall not be in breach of its obligations in the ?rst sentence of this Section. Nothing herein shall extend to or affect the fee, the remainder interest or the estate of the LRA in the Leased Premises. 15 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 QOONJQMAMNH Former NSA East Bank Lease 8.7. Lease 8.7.1. 8.7.2. During the Term of this Lease, the Lessee, at no cost to the LRA, shall diligently preserve, protect, maintain, and repair or cause to be preserved, protected, maintained, and repaired the Land and Improvements, and shall keep or cause to be kept the same in a tenantable, safe, and sanitary condition in accordance with the Management Plan. The Lessee shall at all such times expend commercially reasonable efforts to protect the Leased Premises against damage or destruction by ?re or other causes. The Lessee shall at all times maintain or cause to be maintained all non-City managed roads and streets and all curbing, sidewalks, parking areas, access drives, and appurtenant drainage thereto within the Leased Premises in good condition and keep them free of debris and obstructions of any kind. In furtherance of its maintenance, capital repair and replacement obligations, the Lessee shall establish and maintain ?Funded Accounts? in accordance with the following requirements: Funded Accounts. Commencing three (3) years following the Effective Date of the Lease, Lessee shall establish and maintain the Funded Accounts for maintenance, capital repair and replacement in an interest- bearing account in a state bank organized under the laws of Louisiana, or national bank domiciled in or having a branch of?ce in Orleans Parish, and which depository shall be a member of appropriate Federal Depository Insurance Organizations. The Funded Accounts shall be funded with the greater of Fifty Thousand Dollars Adjusted, or (ii) an amount equivalent to one percent of Gross Rental Revenue for all rentable space per year to be paid after the payment of operating expenses and debt service. Such amount should begin funding at the same rate any time the actual amount in such Funded Accounts drops below the allotted amount. The ?nancial institution holding such Funded Accounts shall include the LRA as a recipient of all account statements. The Funded Accounts shall be available for use by Lessee to make necessary non-routine capital repairs and replacements to Improvements throughout the term of this Lease, including repairs to, renovation or reconstruction of, the systems and structural elements of the building and related Improvements. The LRA shall have the right to request that repairs and replacements be made using the funds from the Funded Accounts, and the Lessee?s consent thereto shall not be unreasonably withheld. Lessee shall provide an annual written summary of the use of the Funded Accounts, and at other times upon the request, which identi?es the amount in the account, the deposits and the withdrawals in suf?cient detail as to provide descriptions of the sources and uses of the account. No funds shall be withdrawn from the Funded Accounts (or any other accounts permitted under Section 8.7.5) in connection with any 16 City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 Former NSA East Bank Lease 8.7.3. 8.7.4. 8.7.5. 8.8. building within the Leased Premises for which a certi?cate of occupancy has not been issued. The Lessee shall not pledge or use any monies in the Funded Accounts (or any other accounts permitted under Section 8.7.5) as collateral. In addition, the establishment of the Funded Accounts and its use does not in any manner limit the Lessee?s responsibilities under this Lease and the Lessee remains responsible for any costs and expenses in excess of the Funded Accounts necessary to ful?ll its obligations hereunder. Immediately upon termination or expiration of this Lease, provided the Lessee has complied with its maintenance obligations on the Leased Premises as con?rmed by an independent, licensed State inspector (who the Lessee shall hire at its own cost and expense and require to issue its written report and ?ndings to the Lessee and the LRA), and (ii) is otherwise not in default under the Lease, the Lessee shall be entitled to recoup any balance remaining in the Funded Accounts. Notwithstanding the foregoing of this Section 8.7, if in connection with any mortgages, deeds of trust, security agreements, and/or other debt instruments obtained by Lessee and with LRA Approval, the terms and conditions of such encumbrance documents require Lessee to create and maintain or cause to be created and maintained one or more accounts to be the functional equivalent of the Funded Accounts, and Lessee complies with such requirements, Lessee shall be deemed, while such instruments are in effect, to have fully complied with the requirements described under this Section 8.7, provided, however, that: 8.7.5.1. If such accounts or any of them permit funding in an amount less than that required under Section 8.7.1, Lessee shall deposit additional funds into the Funded Accounts or other such accounts in order to ful?ll the minimum funding requirements under Section 8.7.1. 8.7.5.2. Lessee shall provide or cause to be provided to the LRA all periodic statements issued for each such account. 8.7.5.3. Lessee shall inform the LRA of all such accounts. The Lessee shall pay and discharge or cause to be paid and discharged the following during the Term of this Lease, punctually, as and when the same shall become due and payable: 8.8.1. Lease Each and every operating cost, expense and obligation of every kind and nature for the payment of which the Lessee is or shall become liable 17 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 thrFormer NSA East Bank Lease 8.9. 8.10. 8.8.2. 8.8.3. by reason of its interests in the Leased Premises or any portion thereof, or by reason of or in any manner connected with or arising out of the possession, operation, maintenance, alteration, repair, rebuilding, use or occupancy of the Leased Premises or requirements of this Lease; Without limiting the requirements in Section 8.8.1, all taxes of every type or description, utility charges, assessments, and all other impositions and charges of every kind and nature, extraordinary or ordinary, general or special, which at any time during the Term shall be or become due and payable by the LRA or the Lessee, which shall be levied, assessed or imposed in connection with the Leased Premises or the signing and delivery of this Lease, including transfer taxes with respect to this Lease imposed by or payable to the State or any county or local governmental unit and all use and occupancy or similar taxes with respect to the Lessee?s use or occupancy of the Leased Premises; and Without limiting the requirements in Sections 8.8.1 and 8.8.2, all charges for gas, water, sewer, electricity, light, heat, power, telephone, intemet, and other utilities and services used, rendered, or supplied to or in connection with the Leased Premises, which are levied, assessed or imposed upon the Leased Premises and/or otherwise are required to be paid by the Lessee. Green Building Construction. Lessee shall incorporate energy ef?ciency and sustainability as key components of the Project, with a goal of achieving a higher level of LEED compliance . Compliance. The Leased Premises shall be developed in accordance with, and subject to, the Reuse Plan, the terms and conditions of this Lease, and all applicable laws, rules, and regulations now or hereinafter in effect. 9. DEFAULT AND TERMINATION 9.1. Lease Event of Default. An ?Event of Default? under this Lease means the occurrence of any of the following: 9.1.1. The Lessee breaches any provision (including any representation or warranty) of or defaults under this Lease, and such breach or default is not cured or remedied within thirty (30) days after written notice of such breach or default (provided that such cure period shall, for any breach or default other than a monetary default, upon request, be extended additional sixty (60) days if such breach or default cannot reasonably be cured within the initial thirty (30) days and the Lessee demonstrates to the 18 City of New Orleans and EMDRC Partners, LLC NSA EB kl 6-644 Former NSA East Bank Lease LRA to the reasonable satisfaction that the Lessee is diligently attempting to cure the same). The Lessee ?les a petition in bankruptcy or for reorganization or for any arrangement pursuant to any present or future federal bankruptcy act or under any similar federal or State law, or shall be adjudicated a bankrupt or insolvent or shall make an assignment for the bene?t of its creditors except pursuant to Article 22 of this Lease. A receiver, trustee or liquidator of the Lessee or of all or substantially all of the property of Lessee, including the Leased Premises, shall be appointed in any proceeding. Actions Upon Event of Default. Upon the occurrence of any Event of Default, but subject to the rights of the Leasehold Mortgagee, as de?ned by Article 22 of this Lease, as set forth herein: The LRA may (but shall not be obligated to), upon ten (10) Business Days prior written notice to the Lessee, without waiving or releasing the Lessee from any obligations or defaults hereunder, perform any such act for the account of the Lessee and, at the Lessee?s expense, may enter upon the Leased Premises for that purpose and take all such action thereon as may be reasonably necessary therefore; provided, however, that no such entry shall be deemed an eviction of the Lessee or termination of this Lease; and provided, further, that all reasonable sums paid by the LRA and all reasonably necessary and incidental third party costs and expenses (including reasonable attorneys? fees, disbursements and other charges) incurred in connection with the performance of any such act by the LRA, together with interest at the Agreed Interest Rate from the earlier of the date of payment of such sums or the incurring of such costs and expenses by the LRA, shall be due and payable, upon demand, by the Lessee to the LRA, and the Lessee covenants to pay any such sum or sums with interest at the rate stated above; and The LRA may terminate this Lease and the Term hereof without any right on the part of the Lessee to waive the forfeiture by payment of any sum due or by performance of any other condition, term or covenant broken or in any other manner to reinstate this Lease; upon such termination, the LRA shall be entitled to recover: all Rental Payments or Additional Rent that shall have accrued through the date of termination, plus (ii) any other reasonable amount necessary to compensate the LRA for all damages, if any, caused by the Lessee?s failure to perform its obligations under this Lease (including, without limitation, reasonable attorneys? fees, disbursements and 19 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 9 Former NSA East Bank Lease 9.3. Lease other charges, costs of alterations of the Leased Premises, interest costs and brokers? fees incurred upon any re-letting of the Leased Premises for the remainder of the Term if the Event of Default had not occurred); and 9.2.3. The LRA shall have the right to continue the Lease in effect after the Lessee?s breach and abandonment and recover Rental Payments and Additional Rent as it becomes due; and acts of maintenance or preservation, efforts to re-let the Leased Premises or the appointment of a receiver upon the initiative to protect its interest under this Lease shall not of themselves constitute a termination of the Lessee?s right to possession; and 9.2.4. The LRA may terminate the Lessee?s right of possession and may repossess the Leased Premises by legal proceedings or otherwise by terminating the Lease. After reentry or retaking or recovering of the Leased Premises, the LRA may re-let the same or a portion thereof for such rent and upon such terms as are commercially reasonable and be deemed advisable by the and whether or not the Leased Premises are re?let, the Lessee shall be liable for the losses and damages provided for and pursuant to this Lease; provided however, if the LRA seeks to recover lost rent from the Lessee, the LRA shall attempt to mitigate its losses by using good faith efforts to re-let the Leased Premises; and 9.2.5. The LRA may accelerate the whole or any part of the Additional Rent, charges, expenses and all other sums payable hereunder that will be incurred by the LRA as a result of Lessee?s actions or have been incurred by the LRA whether or not payable as Additional Rent, herein agreed to be paid by the Lessee, and also all or any costs and sheriff s, marshal?s, constable?s or other of?cial?s commissions, whether chargeable to the LRA or the Lessee, including watchman?s wages, which amounts shall be taken to be due and payable from the Lessee and in arrears as if by the terms of this Lease said balance of Additional Rent, charges and other costs, expenses and sums were on that date payable in advance; and 9.2.6. The LRA may exercise any other right, remedy, or privilege that may be available to it under this Lease or under applicable federal, State, or local law, or in equity. All remedies of the LRA shall be cumulative and the election of one shall not preclude the exercise of another, at the same time or subsequently. The LRA shall be required hereby to mitigate any of its damages hereunder. No termination of this Lease, cure by the LRA of any Event of Default hereunder, repossession or re- letting of the Leased Premises, exercise of any remedy or collection of any damages shall relieve the Lessee of any of its obligations hereunder. 20 City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 9?7 Former NSA East Bank Lease 9.4. 9.5. 9.6. 9.7. 9.8. Lease In the event that the LRA terminates this Lease, the LRA may, without an additional prior notice beyond the notices required in Section 9.1, enter upon and repossess the Leased Premises and may remove the Lessee and all other Persons, and any and all of the property from the Leased Premises; provided, however, that such remedies shall be exercised lawfully and in a manner which is not in contravention of the laws of the State. In the case of a default by Lessee, even if cured, the Lessee agrees to pay to the LRA, from time to time upon demand and within thirty (30) days of receipt of such demand, all third party costs, expenses, losses and damages (including reasonable attorneys? fees, disbursements and other charges) incurred by the LRA (with reasonable documentation as to the costs incurred) arising from, due to or with respect to such default. In addition, the Lessee agrees to pay to the LRA, from time to time upon demand, all other reasonable losses and damages (including without limitation all costs and expenses incurred in re-letting the Leased Premises in accordance with this Article 9) incurred by the LRA arising from, due to or with respect to any Event of Default resulting in the termination of this Lease. To the extent not provided elsewhere in this Lease, any and all sums payable to the LRA hereunder shall bear interest at the Agreed Interest Rate from and after the date ?rst clue and payable or, if same is to reimburse or repay the LRA for a sum paid or incurred by it, the date earlier paid or incurred until the date payment is received by the LRA. The Lessee agrees that the LRA would not have an adequate remedy at law for money damages in the event of certain breaches of or defaults or anticipated defaults (except for speci?c monetary payments) under this Lease by the Lessee and, therefore, the Lessee agrees that the LRA shall be entitled to speci?c performance, injunctive relief and other equitable relief (including, without limitation, a restraining order) in addition to any other remedy to which it may be entitled in this Lease, at law or in equity (without the necessity of proving the inadequacy as a remedy of money damages) with respect to any breach, default or anticipated default hereunder. In the event the Lessee remains in possession of any part of the Leased Premises after the Term Expiration Date or the Leased Premises are not in the condition required herein on the Term Expiration Date, the Lessee shall indemnify and hold harmless the LRA from any and all costs, expenses, claims, losses, liabilities and damages (including reasonable attorneys? fees, disbursements, and other charges) that the LRA may incur as the result of or otherwise relating to same, the LRA shall be entitled to exercise all rights and remedies available to a landlord against a tenant holding over after the expiration of the term of its lease, and without creating a tenancy or giving the Lessee any occupancy rights, the 21 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 l?A bowlFormer NSA East Bank Lease 9.9. 9.10. Lease 9.9.1. Lessee shall pay, for each day until the later of the day the Leased Premises are, if previously vacated by the Lessee, in the condition required herein on the Term Expiration Date or, if not previously vacated, vacated by the Lessee in the condition required herein on the Term Expiration Date one?hundred and ?fty percent (150%) of the fair market value of rent (?Holdover Rent?), based upon a comparable property in the area at the time of the valuation, for the Leased Premises. If the Parties are unable to agree on the fair market value of rent within thirty (30) days after the Term Expiration Date, the Lessee shall be required to hire an appraiser, with LRA Approval and at no cost to the LRA, to provide an appraisal of such fair market value of rent. Furthermore, if the highest court of competent jurisdiction determines that Lessee?s payment of Holdover Rent to the LRA is impermissible, inequitable, or otherwise unjusti?ed, then Lessee shall to the extent permitted by Applicable Laws, owe and pay the LRA the maximum amount otherwise allowable. LRA Event of Default. In the event that the LRA fails to perform or observe any obligations under this Lease, and any such failure is not cured or remedied Within thirty (30) days after written notice of such breach or default (provided that such cure period shall, for any breach or default other than a monetary default, upon request, be extended by the Lessee for up to an additional sixty (60) days if such breach or default cannot reasonably be cured within the initial thirty (30) days and the LRA demonstrates to Lessee that the LRA is diligently attempting to cure the same), then such failure shall, unless and until cured or remedied, constitute a Event of Default? under this Lease. The Lessee shall have no claim or rights against the LRA with respect to any failure by the LRA unless an uncured LRA Event of Default shall exist. Lessee shall use reasonable efforts to comply with its obligations under the Lease during an ongoing LRA Event of Default. If the LRA commits a LRA Event of Default, Lessee, in addition to any remedies available under the law, may, without being obligated and without waiving the LRA Event of Default, cure the LRA Event of Default. If Lessee elects not to cure the LRA Event of Default, Lessee shall have the right to terminate this Lease upon written notice to the LRA after the expiration of any applicable cure period (in which event the Parties shall have no further rights or liabilities under this Lease (except for any that expressly survive termination of the Lease)). The provisions of this Section shall survive the expiration or sooner termination of this Lease. Lessee?s exercise of any right or remedy due to a LRA Event of Default shall not be deemed a waiver of or to alter, affect, or prejudice any right or remedy which Lessee may have under this Lease or at law or in equity. Force Maj eure. 22 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 riFormer NSA East Bank Lease Lease 9.10.1. 9.10.2. 9.10.3. 9.10.4. Neither Lessee nor the LRA shall be in default under this Lease if such performance of any obligation, duty or act is delayed or prevented by or due to events of Force Maj eure. Notwithstanding any other provision herein, the term ?Force Majeure? shall mean any delay in completing or performing any obligation under this Lease Which arises from acts of God, labor disputes, ?re, freight embargos, unavoidable casualty, ?ood (assuming the Lessee has taken reasonable precautions), unusual weather events, earthquake, epidemic, civil disturbance, terrorism, war, riot, sabotage (by persons other than the Lessee or the LRA, as applicable, their agents, employees or assigns), the discovery of archeological remains or objects of antiquity, the discovery of Hazardous Materials in, on or under the Land other than those identi?ed in the Environmental Reports or (ii) that were brought to the Land by the Lessee, its subcontractors, invitees or tenants, or other similar acts or conditions, each case only to the extent the event in question is beyond the reasonable control and without the fault or negligence of the delayed party or its respective agent, employee or assign. In the case of delay due to Force Majeure, the time within which the Party must comply with any of the terms, covenants and conditions of this Lease shall be extended by a period of time equal to the period of time that performance by the Party is delayed or prevented by the causes speci?ed above, provided that within thirty (30) days of the commencement of the cause of delay the Party shall have noti?ed the other Party of the existence of such cause of delay. The occurrence of a Force Majeure shall relieve the LRA and Lessee of liability for breach for failing to perform obligations under this Lease, but only for the period of time during which such Force Majeure continues in effect and only if the Force Majeure is the cause of the or Lessee?s, as applicable, failure to perform such obligations, the Force Majeure and the effects thereof are not the result of the or Lessee?s, as applicable, negligence, wrongdoing or failure to perform under this Lease, and the LRA or Lessee, as applicable, use their best efforts under the circumstances to overcome the Force Majeure and minimize the resulting adverse effects as rapidly and effectively as reasonably possible. The LRA or Lessee, as applicable, shall notify the other party as as practicable, in writing, of the occurrence of a Force Majeure meeting the foregoing conditions and the cause and likely effect of such Force Majeure. At such time as the LRA or Lessee, as applicable, is able to resume performance, the LRA shall so notify the Lessee. 23 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease 9.11. Lease Termination During Feasibility Period. The period commencing on the Effective Date and ending eighteen (18) months later is referred to herein as the ?Feasibility Period?. The Parties shall undertake the activities described in Section 9.11.1, 9.11.2, 9.11.3, 9.11.4, and 9.11.5 during the Feasibility Period. 9.11.1. Lessee Inspections and Investigations. During the Feasibility Period, the Lessee shall undertake any additional inspections and investigations of the Leased Premises as are necessary to allow the Lessee to evaluate the feasibility, advisability and ?nancing of Lessee?s lease and development of the Leased Premises in the Lessee?s sole discretion. The Lessee?s inspection may include investigations and inquiries concerning all applicable building, environmental and other codes, ordinances, statutes, rules and regulations affecting the Leased Premises, and its use, and the availability of access and all utility services. Additionally, the Lessee may conduct, by appropriately licensed and insured professionals, any surveys, soil, structural, environmental or engineering tests for purposes of undertaking physical inspections and investigations of the Property. 9.11.1.1. Neither Lessee nor Lessee?s agents shall conduct any inspection so as to damage the Leased Premises, and if any such damage occurs, Lessee shall restore the Leased Premises to its pre-inspection condition no later than ten (10) business days after such damage has occurred. 9.11.1.2. Lessee shall, in a timely manner, pay in full the cost of all inspections, investigations and inquiries of any kind, so that no person or entity shall have the right to ?le any lien against the Leased Premises. Lessee agrees to make reasonable efforts to inform the LRA of the status of the Lessee?s investigations occurring during the Feasibility Period. By way of example but not of limitation, during the Feasibility Period, Lessee shall periodically report to the LRA the progress of all activities undertaken by Lessee to determine whether the Leased Premises is suitable to Lessee. Such reporting shall include, where applicable, submitting to the LRA copies of all reports generated by or received by Lessee or by Lessee?s agents and permits, licenses, variances and other governmental approvals through whatever agency, including appropriate wetlands and other environmental approvals, permits and designations ?led by Lessee or on Lessee?s behalf with respect to the Leased Premises (such information collectively referred to as ?Lessee?s Work Product?). Upon termination of this Lease for reasons other than a default by the LRA, the LRA shall be entitled to retain all copies of Lessee?s Work Product provided prior to the date of such termination. 24 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease Lease 9.11.1.3. Lessee shall at all times during the Feasibility Period maintain the Leased Premises in accordance with Article 8 of this Lease. 9.11.1.4. If the Lessee fails to terminate this Lease prior to the end of the 9.11.2. 9.11.3. 9.11.4. 9.11.5. 9.11.5.1. Feasibility Period, the Lessee shall be deemed to have accepted the Leased Premises ?as is, where is, with all faults? and with no warranties, express or implied, or otherwise, with respect to the Leased Premises. The Inspections and Investigations. During the Feasibility Period, the LRA will inspect and investigate Building 601 and will consider possible uses by the LRA of additional space in said building beyond the one ?oor granted by the Lessee to the LRA rent-free in Section 3.4.3 of this Lease. Should the LRA identify uses for additional space within Building 601, the LRA and the Lessee will discuss terms for the occupancy of such additional space during the Feasibility Period, including rent, and the ?nal versions of the exhibits listed in 9.11.4 shall include such agreed-upon uses and terms. Conferences. Every three (3) months during the Feasibility Period, the LRA and the Lessee shall meet to confer and discuss the status of their proposed plans, as well as any respective Work Product produced during the Feasibility Period. Completion of Plans. As of the Effective Date, the Parties attached to this Lease draft versions of certain exhibits which do not represent the Parties ?nal agreement as to the content or scope of such exhibits. During the Feasibility Period, the Parties acting as commercially reasonable parties shall reach an agreement on ?nal versions of the following exhibits: Exhibit (Phasing Plan), Exhibit (SNDA), Exhibit (Site Plan), Exhibit I (Management Plan) and Exhibit (Marketing Plan) (collectively the ?Plans?). Such revised versions shall include a suf?cient level of detail to evidence the requirements set forth herein. Conclusion of the Feasibility Period. Acceptance of Plans. In the event that, prior to the conclusion of the Feasibility Period, the Lessee determines, in its sole discretion, that the Project is feasible in accordance with Section 9.11.1 and (ii) both the Lessee and the LRA, each in their reasonable discretion, are satis?ed with the ?nal proposed versions of the Plans, the Parties shall execute the notice set forth in Exhibit (?Acceptance of Plans?). 25 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease Upon approval of the Plans by both the LRA and Lessee in writing, the revised versions of Exhibit (Phasing Plan), Exhibit (SNDA), Exhibit (Site Plan), Exhibit I (Management Plan) and Exhibit (Marketing Plan) shall automatically be deemed attached hereto and incorporated herein. 9.11.5.2. Termination of Agreement. In the event that, prior to the conclusion of the Feasibility Period, the Lessee determines, in its sole discretion, that the Project is not feasible in accordance with Section 9.11.1 or (ii) either the Lessee or the LRA, each in their reasonable discretion, cannot come to agreement on or is not satis?ed with the ?nal versions of the Phasing Plan, SNDA, Site Plan, Management Plan, and/or Marketing Plan in accordance with Section 9.11.4, the Lessee or the LRA may terminate this Lease. To exercise such termination right, the Lessee or the LRA, as applicable, shall provide written notice to the other Party upon expiration of the Feasibility Period which speci?cally identi?es the reason(s) for termination. Such termination shall automatically become effective ?fteen (15) days after the LRA or the Lessee, as applicable, receives such written notice, unless otherwise agreed to in writing by the Parties. If this Lease is terminated, each party shall bear their own costs incurred pursuant to Section 9.11 of this Lease and the subsections thereto. 9.12. No failure by either Party to insist upon the strict performance of any covenant, agreement, term or condition of this Lease on the part of the other Party to be performed, or to exercise any permitted right or remedy consequent upon a default therein, and no acceptance of partial performance during the continuance of any such default shall constitute a waiver by the non-defaulting Party of such default or of such covenant, agreement, term or condition. No covenant, agreement, term or condition of this Lease to be performed or complied with by either Party, and no default therein, shall be waived, altered, modi?ed or terminated except by written instrument executed by the non-defaulting Party. No waiver of any default shall otherwise affect or alter this Lease, but each and every covenant, agreement, term and condition of this Lease shall continue in full force and effect with respect to any other then existing or subsequent default therein. 10. TAXES AND COSTS OF DOING BUSINESS 10.1. During the Term, Lessee shall be solely responsible to pay all applicable taxes affecting the Leased Premises, including any taxes which may be assessed against leasehold improvements or personal property located on the Leased Premises and 26 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 9W Former NSA East Bank Lease gross receipt tax or other sales tax incurred by Lessee, but excluding gross receipts taxes or sales taxes owed by a tenant or sublessee. During the Term, Lessee shall be solely responsible to pay all applicable assessments, insurance expenses, licensing fees, and other costs of doing business at the Leased Premises, prior to such amounts becoming delinquent. Lessee shall not be in default under this Lease if a sublessee fails to pay gross receipts tax, sales tax, personal property tax or utilities; provided that Lessee is enforcing its sublease (which shall include a requirement to pay such taxes and utilities) with such sublessee to pay such taxes and utilities. 10.2. Lessee shall not purport to bind the LRA, and its employees and elected of?cials, to any obligation not expressly authorized herein. 10.3. The Lessee may in good faith and at its sole cost and expense, contest the validity or amount of any taxes, assessments and similar charges, in which event the payment thereof may be deferred during the pendency of such contest, if diligently prosecuted, and if such contest does not place the Leased Premises in imminent danger of being lost or forfeited. 10.4. The Lessee shall have the right, at its own cost and expense, to seek to contest or have reviewed, reduced, equalized, or abated any assessment related to taxes payable by the Lessee. The Lessee shall post security in the amount of such contested taxes or assessments, plus estimated costs, penalties and interest, or post a bond of a responsible corporate surety in such amount or such higher amount as is required to stay the obligation to pay such taxes and prevent any penalty. Notwithstanding anything to the contrary contained in this Section, Lessee shall be deemed to have satis?ed the requirement of posting the security required under this Section if such security is posted with the LRA or the taxing authority. Upon the termination of such proceedings, the Lessee shall pay the amount of such taxes or part thereof as ?nally determined in such proceedings, together with any costs, fees (including attorneys? fees and disbursements), interest, penalties or other liabilities in connection therewith, and upon such payment, the Lessee may cause the release of any bond or other security given in connection with such contest. If at any time payment of the whole or any part of such tax or assessment shall become necessary in order to prevent the termination by sale or otherwise of the right of redemption of the Leased Premises, or to prevent eviction of the Lessee because of nonpayment, then the Lessee shall timely pay to the taxing authority the amount necessary to prevent such termination or eviction. 11. RESTORATION AND SURRENDER 11.1. On or before the Term Expiration Date, in accordance with and subject to the terms of this Lease, the Lessee shall discontinue its operations on the Leased 27 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16?644 Former NSA East Bank Lease 1 Premises and deliver to the LRA the Leased Premises in its condition, 2 subject to the requirements of Article 20 to restore the Leased Premises. 3 4 11.2 On or before the Term Expiration Date, the Lessee shall: surrender the 5 Improvements, in their condition, surrender to the LRA 6 possession of the Leased Premises, (0) remove from the Leased Premises all of the 7 Lessee?s personal property, and repair and restore any damage to the Leased 8 Premises caused by the removal of such personal property (ordinary wear and tear 9 excepted). 10 11 12. ENVIRONMENTAL MATTERS 12 13 12.1. Commencing on the Effective Date and continuing through the Term, the 14 Lessee, its agents, employees, contractors, sublessees, assignees, and invitees, shall 15 comply with and shall not Violate or cause to be violated any Applicable Laws 16 relating to the environmental conditions on, in, under, or about the Leased 17 Premises. The Lessee shall not cause or permit any Hazardous Materials to be 18 generated, produced, brought upon, used, stored, treated, discharged, released, 19 spilled or disposed of on, in, under, or about the Leased Premises, by the Lessee, its 20 agents, employees, contractors, sublessees, assignees, or invitees in violation of any 21 Applicable Laws relating to Hazardous Materials. 22 23 12.2. The Lessee shall obtain or cause to be obtained, at no cost to the LRA, any 24 environmental permits (including air permits) or authorizations required for 25 Lessee?s operations under this Lease or Applicable Laws. No existing permit(s) 26 issued to the LRA shall be used by the Lessee, without the express written 27 permission of the LRA. Copies of all environmental permits obtained by the Lessee 28 shall be provided to the LRA, upon the request of the LRA. 29 30 12.3. Commencing on the expiration of the Feasibility Period if the Lessee shall not 31 have terminated the Lease, the Lessee will be responsible for funding any and all 32 costs associated with, and performing any and all necessary environmental 33 remediation at the Leased Premises to the extent required by the State regulators 34 and Applicable Laws. Under certain circumstances, the Lessee may obtain 35 assistance pursuant to Section 120(h) of the Comprehensive Environmental 36 Response, Compensation and Liability Act as amended, and Section 37 330 of the National Defense Authorization Act for Fiscal Year 1993. 38 39 12.4. The Lessee shall be responsible for, and indemnify, defend and hold harmless 40 the LRA, its agents, employees, contractors, subcontractors, of?cers, successors, 41 and assigns from any and all actions (including, without limitation, remedial or 42 enforcement actions of any kind, administrative or judicial proceedings, and orders 43 or judgments arising out of or resulting therefrom), operations, claims for damages 28 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 . p?l Former NSA East Bank Lease 12.5. 12.6. 12.7. 12.8. 12.9. Lease (including attorneys?, consultants?, and experts? fees, court costs and amount paid in settlement of any claims or actions and also including a third party claims or actions) or other costs, expenses, liabilities, ?nes, forfeitures, or other civil, administrative, or criminal penalties, injunctive or other relief (Whether or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), or penalties whether brought during or after the Term, arising out of or related to the generation, manufacture, release, discharge, use, storage, handling, or disposal of any Hazardous Materials on the Leased Premises during the Term, giving rise to any type of liability, ?ne, or responsibility under Applicable Laws, including CERCLA. The Lessee, at no cost to the LRA, shall clean up, remediate, and remove or cause to be cleaned up, remediated, and removed from, on, under, or about the Leased Premises, any Hazardous Materials it or any of its agents, employees, contractors, sublessees, assignees, or invitees have or have caused to be released or introduced on the Leased Premises to the extent required by all governmental regulators and Applicable Laws and shall ensure that such cleanup, remediation, or removal is conducted in compliance with Applicable Laws. This Article shall survive the expiration or termination of the Lease for a term of two (2) years, and the Lessee?s obligations hereunder shall apply whenever the LRA or Lessee incurs costs or liabilities of the types described in this Article. The Lessee will use all reasonable means available to protect the environment and natural resources. Where damage nevertheless occurs, arising from Lessee?s activities, the Lessee shall be fully liable for any such damage. If the Lessee defaults in any of its respective obligations under this Article, upon the expiration of the applicable notice and cure periods set forth in this Lease, in addition to the rights and remedies set forth in this Lease, the LRA shall be entitled to recover any and all damages associated with the default including, but not limited to, cleanup costs and charges, civil and criminal penalties and fees, any and all damages and claims asserted by third parties and the reasonable attorney?s fees and costs. To the extent the Lessee undertakes environmental investigations or develops environmental reports related to the Leased Premises, Lessee shall provide a copy of such report to the LRA. The LRA shall have the right, after reasonable notice, to enter the premises and conduct environmental investigations on the Leased Premises at the own expense. The LRA shall use reasonable efforts to not interfere with Lessee?s (or its sublessees) operations on the Leased Premises. The Lessee shall not knowingly remove or disturb, or knowingly cause or permit to be removed or disturbed, any historical, archeological, architectural or City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 gv'? Former NSA East Bank Lease 1 other cultural artifacts, relics, remains or objects of antiquity located on the Land in 2 violation of Applicable Laws. In the event any such items are discovered on the 3 Land, the Lessee shall immediately notify the LRA and protect the Land in the 4 immediate affected area and material from further disturbance until the LRA 5 provides the Lessee with instructions as to how to proceed. The LRA shall use 6 reasonable efforts to take such actions to minimize delays related to such issues 7 identi?ed in this Section. 8 9 12.10. Lessee acknowledges receipt of the Environmental Reports and has 10 undertaken an independent review of the environmental condition of the Leased 1 1 Premises. 12 13 12.11. The LRA shall have the right, upon reasonable notice to Lessee, to access the 14 Leased Premises to address any environmental regulatory issues. 15 16 13. COMPLIANCE WITH APPLICABLE LAWS 17 18 13.1. Each Party shall perform its obligations hereunder in accordance with all 19 Applicable Laws, rules, and regulations now or hereafter in effect. 20 21 13.2. The Lessee shall be liable for all costs associated with compliance, defense of 22 enforcement actions or suits, payment of ?nes, penalties, or other sanctions and 23 remedial costs related to the Lessee?s use and occupation of the Leases Premises, 24 except to the extent such costs arose out of actions of the LRA or existed prior to 25 the Effective Date. 26 27 13.3. The Lessee shall have the right to contest by appropriate proceedings 28 diligently conducted in good faith, without cost or expense to the LRA, the validity 29 of application of any Applicable Laws. 30 31 13.4. Prior to actual construction on the Leased Premises, all plans, permits, 32 inspections, and approvals required by Applicable Laws shall ?rst be provided or 33 obtained by the Lessee. Lessee shall pay all applicable fees and charges 34 related to such plans, permits, inspections and approvals. 35 36 14. NOTICES 37 38 14.1. All notices, approvals, consent and communications required or permitted 39 under this Lease (including change of address set forth below) shall be in writing 40 and shall be deemed given to, and received by, the receiving party: when 41 hand-delivered to the street address of the receiving party set forth below; or 42 (ii) one (1) day after deposit with a national overnight courier addressed to the 43 receiving party at the street address set forth below: 30 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease Lessee: EMDRC Partners, L.L.C. Attn: Joseph A. Jaeger, Jr. Manager of EMDRC Partners, L.L.C. 1029 Esplanade Avenue New Orleans, LA 70116 Dwyer, Cambre Suffern Attn: Stephen 1. Dwyer 3000 West Esplanade Avenue, Suite 200 Metairie, Louisiana 70002 with a copy to: If to the LRA: City of New Orleans Cedric S. Grant, Executive Director Sewerage and Water Board 1340 Poydras Street New Orleans, LA 70112 City of New Orleans City Attorney 1300 Perdido Street Suite 5E03 New Orleans, LA 70112 with a copy to: All requests for approval or consent of the LRA must be given to all of the LRA addresses set forth above. 15. ASSIGNMENTS, SUBLEASES AND LICENSES 15.1. 15.2. Lease In accordance with the Management Plan set forth on Exhibit 1, the Lessee anticipates subleasing portions of the Leased Premises to sub-lessees, in order to achieve the economic development purposes, bene?ts, ?nancial incentives, and opportunities set forth in the Management Plan. The Lessee may, with the prior written consent of the LRA, which approval shall not be unreasonably withheld, sublease portions of the Leased Premises to any sublessee whose use of the Leased Premises will be of a type permitted by and consistent with Applicable Laws, this Lease and the Management Plan. If the LRA does not object to a proposed sublessee whose use is consistent with Applicable Laws, this Lease and the Management Plan within ten (10) business days, such sublessee shall be deemed approved. Lessee hereby agrees that all of the covenants, conditions, obligations and liabilities contained in this Lease shall be binding upon and inure to the bene?t of 31 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease any successors and assigns of the Lessee, including, without limitation, a Leasehold Mortgagee or purchaser in foreclosure, to the same extent as if the successors and assigns were in each case named as a party to this Lease. 15 .3. Assignments. 15.3.1. Any change in the identity of the Permitted Members of the Lessee, or (ii) the Controlling Interest of any Permitted Member (either, a ?Constituent Change?), shall be subject to the prior written approval of the LRA, which approval shall not be unreasonably withheld, conditioned or delayed. For purposes of this section, it shall be reasonable for the LRA to refuse to approve a Constituent Change if the Lessee fails to demonstrate that, after such Constituent Change, the Permitted Members of the Lessee will have at least the materially comparable level of skill, development experience, ?nancial capabilities and other relevant characteristics as the Permitted Members possess as of the date this Agreement is executed. Without limiting any other provision of this Lease, if at any time and from time to time after the date of this Lease there is any Constituent Change that the LRA has not previously approved in writing as set forth herein, then such Constituent Change shall be an Event of Default under this Lease. 15.3.2. Before any assignment is carried out as described in this Article, the prospective assignee shall covenant in writing that it shall assume, respect and fully honor all covenants, conditions, obligations and liabilities of the Lessee contained in this Lease. 15.3.3. Any attempted transfer, assignment or conveyance in violation of this Article shall be void and of no force or effect, and the LRA shall not be obligated to recognize any right of any Person to an interest in this Lease or to own or operate any facilities and/or improvements or conduct any other activity or activities on the Land otherwise authorized under the Lease that was acquired in violation of this Article. 15.3.4. Any attempted transfer, assignment or conveyance of this Lease by the Lessee, including their respective successors or assigns, must include the provisions of this Article. 16. UTILITIES AND SERVICES 16.1. The Lessee, at no cost to the LRA, shall commence and complete the Development on the Leased Premises in accordance with the Development Responsibilities, including, but not limited to, the Phasing Plan and the Site Plan. 32 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease 16.2. 16.3. 16.4. 16.5. 16.6. 16.7. 16.8. All ?nal design drawings shall be consistent with the Development Responsibilities. The Lessee shall, at its sole cost, prior to the commencement of construction on the Land, procure or cause to be procured all necessary and required approvals of the plans and speci?cations for the Development (or the applicable part thereof) by all applicable federal, State, and local authorities, agencies, of?cers, having jurisdiction thereof, and obtain or cause to be procured any and all required building, construction, or other licenses, permits, or approvals regarding such construction. Lessee shall, prior to commencing construction, deliver all such approvals to the LRA and certify to the LRA that Lessee has acquired all governmental approvals and permits to begin and proceed with construction. Prior to occupancy of any building constructed on the Land after the Effective Date, the Lessee shall at its sole cost and expense obtain (or cause to be obtained) a certi?cate of occupancy. Any and all general construction contracts for construction on the Leased Premises shall contain clauses indemnifying and holding the LRA harmless for any causes of action or damages arising as a result of any actions of the contractor(s). The Lessee will be responsible for the cost to the extent such cost is not paid by its sublessees of all utilities for the Leased Premises. The Lessee shall be responsible for assuring adequate security, ?re protection and inspection, and emergency services on and to the Leased Premises during the Term, without cost or expense to the LRA beyond normal municipal services provided by the City or as included in any CAM Fees. The utilities shall be constructed in accordance with applicable laws and regulations and shall comply with the utility provider?s standard terms and conditions if and when connecting to that utility provider?s equipment. Except for test wells, no water or other wells shall be drilled on the Leased Premises without written LRA Approval, which approval shall not be unreasonably withheld, conditioned or delayed. The Lessee shall construct the roads and the utilities identi?ed in and in accordance with the Site Plan. 17. REPRESENTATIONS, WARRANTIES AND COVENANTS Lease 33 City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 p?I Former NSA East Bank Lease 17.1. 17.2. Lease The Lessee?s Representations. Warranties, and Covenants. The Lessee hereby makes the following representations, warranties and covenants, solely for the bene?t of the LRA, as of the Effective Date: 17.1.1. 17.1.2. 17.1.3. 17.1.4. 17.1.5. The Representations and Covenants. Use of Leased Premises. During the Term of this Lease, the Lessee shall use the Leased Premises solely for Permitted Uses of the Leased Premises or for any other lawful purpose agreed to by the Lessee and the LRA, as set forth in Section 6.1. Organization. The Lessee is a duly organized and validly existing limited liability company in good standing under the laws of the State of Louisiana. Power and Authority. The individuals(s) signing this Lease on behalf of the Lessee represent and warrant that they have the power and authority to bind the Lessee, and that no further action, resolution, or approval from Lessee is necessary to enter into a binding contract. Valid and BindirLg. This Lease is a legal, valid and binding obligation of the Lessee, enforceable against the Lessee in accordance with its terms, except to the extent such enforcement may be limited by the effect of applicable bankruptcy, fraudulent transfer, moratorium, insolvency, reorganization, or other similar laws affecting the rights of creditors generally, and (ii) the effect of Applicable Laws and general principles of equity, whether applied by a court of equity or law. No Con?ict. The execution and delivery of this Lease by the Lessee will not result in a breach of the terms or provisions of, or constitute a default (or a condition that, upon notice or lapse of time, or both, would constitute a default) under its organizational documents or any indenture, agreement or obligation by which the Lessee is bound, and will not constitute a violation of any Applicable Laws. The LRA hereby makes the following representations and covenants, solely for the bene?t of the Lessee and its respective successors and assigns hereunder, as of the Effective Date: 17.2.1. Authority. The LRA has full right, power and lawful authority to enter into this Lease in accordance with the terms hereof and to grant the estate demised hereby, (ii) the person(s) executing this Lease on behalf of the LRA have the full right, power and authority to execute and deliver this Lease as the act and deed and to bind the LRA hereto, and the LRA has obtained all necessary authorizations and consents to enter into and perform its obligations under this Lease. 34 City of New Orleans and EMDRC Partners, LLC NSA EB k16?644 Former NSA East Bank Lease 17.2.2. Valid and Binding. This Lease is a legal, valid and binding obligation of the LRA, enforceable against the LRA in accordance with its terms. 17.2.3. No Con?ict. The award, execution and delivery of this Lease by the LRA has been authorized by all necessary actions on the part and will not result in a breach of the terms or provisions of, or constitute a default (or a condition that, upon notice or lapse of time, or both, would constitute a default) under its authorizing or other legislation or regulations, or any agreement or obligation by which the LRA is bound, and will not constitute a violation of any Applicable Laws. 17.2.4. Quiet Enjoyment. So long as no Event of Default has occurred and is continuing hereunder, the Lessee shall and may, at all times during the Term hereby granted, peaceably and quietly have, hold, and enjoy the Leased Premises, subject to this Lease and the Development Responsibilities and the Existing Encumbrances. 18. DISPUTE RESOLUTION 18.1. If any claim, controversy, dispute, or disagreement arising out of, or relating to, this Lease, the breach thereof, the subject matter thereof, or any legal duty incident thereto, whether stated in tort, contract, or otherwise (collectively ?Dispute?) should arise between the Parties to this Lease, both Parties agree to meet and confer in good faith to resolve the Dispute. The Parties shall meet and confer within ?fteen (15) days upon written notice of any Dispute in an effort to resolve the Dispute. If the Dispute is not resolved through such meeting, both Parties shall retain all rights and remedies in law or in equity. 19. INDEMNIFICATION 19.1. 19.2. Lease Lessee shall indemnify, defend, and hold harmless the LRA, and its employees and elected of?cials, from and against any and all loss, cost, liability, or expense (including attorneys? fees incurred in connection with, and/or staff attorneys? salaries allocable to, any action the LRA takes to enforce this Lease) for injury (bodily or otherwise) or damage to any person or organization directly or indirectly caused by any action or omission of Lessee pursuant to or in furtherance of the tasks to be performed under this Lease. After the Effective Date, except as expressly provided in this Lease, the LRA, except to the extent caused by the negligence or will?Jl conduct of the LRA, shall not be responsible for damages to property or injuries or death that may arise from or be attributable or incident to the condition or state of repair of the Leased Premises or the use and occupation of the Leased Premises, or for damages to the property of the Lessee, or for damages to the property or injuries or death to the City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 LuluFormer NSA East Bank Lease 19.3. 19.4. Lease person of the Lessee?s of?cers, agents, servants, employees, or sublessees, or others who may be on the Leased Premises at their invitation or the invitation of any one of them. After the Effective Date, the Lessee agrees to assume all risks of loss or damage to property and bodily injury or death to persons by reason of or incident to the possession of the Land and/or use of the Leased Premises, or the activities conducted by the Lessee under this Lease. The Lessee expressly waives all claims against the LRA for any such loss (including lost pro?ts, revenues, and income), damage, bodily injury or death caused by or occurring as a consequence of such possession of the Land and/or use of the Leased Premises or the conduct of activities or the performance of responsibilities under this Lease. The Lessee shall indemnify and hold harmless the LRA, its of?cers, agents, and employees, from and against all suits, claims, demands or actions, liabilities, judgments, costs, and attorneys? fees arising out of, claimed on account of, or in any manner predicated upon bodily injury, death or property damage resulting from, related to, caused by or arising out of the possession of the Land and/or use of the Leased Premises or any activities conducted or services furnished in connection with or pursuant to this Lease, any breach or default on the part of the Lessee in the performance or observance of any covenant or agreement to be performed or observed by it under this Lease, any materially false representation or warranty of the Lessee made in this Lease, and all claims for damages by the Lessee?s sublessees against the LRA arising out of or related to their subleases; provided, however, that the foregoing shall not extend to any damages or injuries resulting or arising from the negligent and/or intentional acts of the LRA, its agents, representatives, and employees. The LRA will give the Lessee notice of any claim allegedly covered by this indemnity as soon as practicable after the LRA becomes aware of any claim. Nothing in this Lease shall be deemed or construed to waive any right, privilege, or immunity granted the LRA pursuant to its Home Rule Charter, the Louisiana Civil Code or State Statute. The representations, warranties, covenants, and indemni?cations of the Lessee contained in this Lease shall survive for a period of two (2) years after the latest to occur of: the consummation of the transactions contemplated by this Lease; and (ii) the expiration or earlier termination of this Lease. 36 City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 \000 Former NSA East Bank Lease 20. INSURANCE 20.1. Lease From and after the Effective Date, the Lessee, at its expense, shall, for the bene?t of the LRA in its capacity as a lessor hereunder (and all successor lessors, and the term shall include same), and, if required by the Leasehold Mortgage, the Leasehold Mortgagee, maintain or cause to be maintained insurance with terms and coverage in the following amounts: 20.1.1. Business income or rent loss insurance in an amount equal to one year?s Rental Payments; 20.1.2. Workers? compensation insurance to the fullest extent required by Applicable Laws; 20.1.3. Commercial general liability insurance (including coverage for bodily injury, preperty damage, personal injury and broad form contractual liability coverage) in a form acceptable to the LRA. The certi?cate must establish that Lessee has obtained general liability insurance in the amount of not less than one million dollars ($1,000,000) per occurrence, or such other minimum amount as may be established from time to time, for accidents or occurrences which cause bodily injury, death, or property damage as a result of any condition of the Development, the Improvements, or Lessee?s construction activities related to the Development; 20.1.4. A policy or policies insuring loss or damage to the Leased Premises (unless otherwise insured by the sublessees); 20.1.5. ?Builders risk insurance? during such periods when construction activities and improvements are being undertaken on the Land; and 20.1.6. Umbrella (excess) liability insurance in the minimum amount of $5,000,000.00. 20.1.7. Pollution liability insurance in the amount of $5,000,000 coverage per incident and in the aggregate (minimum 10 year policy with no less than sixty- (60-) day automatic extended reporting period, with Lessee to renew throughout the Term), no exclusion for personal injury or property damage arising from lead based paint, radon, asbestos; mold coverage; exclusion for matters and conditions pre?existing the Effective Date; $100,000 self-insured retention, 25% earned premium at inception; LRA named as additional insured; no cancellation without sixty- (60-) day notice to policy 37 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 W1 Former NSA East Bank Lease 20.2. 20.3. Lease subject to LRA review prior to binding; claims made policy; insurer must be at least AM Best A-X and Standard and Poor A Positive. The amount of all insurance speci?ed in Section 20.1.5 above shall be equal to the full replacement cost of the improvements on the Land, as the same shall exist from time to time. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage. The deductible amount shall not exceed an amount that is customary in the situation and the Lessee shall be liable for any deductible amount in the event of a loss otherwise covered by such insurance. All policies of insurance that this Lease requires the Lessee to carry and maintain or cause to be carried or maintained pursuant hereto shall be issued by an insurer authorized to do business in the State and having an A.M. Best Company rating of A-X or better. All policies shall provide by appropriate language that the LRA, and, if required by the Leasehold Mortgage, are an additional insured or joint loss payee, as applicable, that the insurance afforded by such policies is primary insurance, and that all rights of the insurer for contribution or otherwise from the LRA or other insurers of the LRA are waived. Each policy shall contain an endorsement that will prohibit its cancellation or material modi?cation prior to the expiration of thirty (30) days after notice of such proposed cancellation or material modi?cation to the LRA. Lessee will provide, and maintain current, a Certi?cate of Insurance naming the LRA, the City of New Orleans, its departments, political subdivisions, of?cers, of?cials, employees, and volunteers are to be covered as ?Additional Insureds? on the CGL policy with respect to liability arising out of the performance of this agreement. General liability coverage can be provided in the form of an endorsement to the Contractor?s insurance (at least as broad as ISO Form CG 20 10 11 85 or both forms if later revisions used). The Certi?cate of Insurance, as evidence of all required coverage, should name the City of New Orleans Risk Manager as Certi?cate holder and be delivered via US. Mail to 1300 Perdido Street, 9E06?City Hall, New Orleans, LA 70112. Certi?cates of insurance (in a form satisfactory to the LRA) evidencing the effectiveness of the insurance coverage that the Lessee is required hereunder to maintain or cause to be maintained shall be delivered to the LRA prior to the Effective Date and not less than thirty (30) days prior to the expiration or termination thereof. Duplicate or certi?ed copies of such policies shall be delivered to the LRA within ?fteen (15) Business Days of demand. In the event copies of any policy or a certi?cate reasonably satisfactory to the LRA is not delivered when ?rst required, or any insurance is not in effect or does not comply with the requirements hereof, without affecting the obligations of the Lessee or the rights of the LRA, and, only if the insurance required hereby is not in effect, the LRA may cause to be purchased insurance complying with the provisions hereof, and the Lessee agrees to pay all expenses of the LRA in connection therewith, from time to time on demand. 38 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 comr? l?lt?II?iDFormer NSA East Bank Lease 20.4. 20.5. 20.6. 20.7. 20.8. 20.9. Lease The Lessee shall pay or cause to be paid all premiums and other charges with respect to all insurance required hereby when ?rst due or payable and, at the request of the LRA, shall provide proof of such insurance. The Lessee?s maintenance of the insurance required in accordance with this Article shall effect no limitation on the Lessee?s liability with respect to any loss or damage resulting from the willful misconduct, lack of good faith, or negligence of the Lessee or any of its of?cers, agents, servants, employees, sublessees, licensees, or invitees or by any failure on the part of the Lessee to fully perform its obligations under this Lease. The Lessee shall, without prejudice to any other rights of the LRA, bear all risk of loss or damage or destruction to the Leased Premises arising from any causes whatsoever, except those caused by LRA personnel. In the event that any item or part of the Leased Premises shall be damaged (except de minimis damage of $25,000 or less) or destroyed (the ?Casualty Property?), the Lessee shall give notice or cause notice to be given thereof to the LRA. Unless otherwise provided herein, to the extent of insurance proceeds received, the Lessee shall as soon as practicable after the casualty, restore or cause to be restored the Casualty Property as nearly as possible to the condition that existed immediately prior to such loss or damage. In the event that the LRA and the Lessee agree that the magnitude of the damage and destruction to the Leased Premises renders the Leased Premises incapable of use by the Lessee for its purposes under the Management Plan and the repairs, rebuilding, or replacement of the Casualty Property cannot reasonably be expected to be substantially completed within one (1) year of the occurrence of the casualty, the Lessee or the LRA may terminate this Lease upon written notice to the other party of the termination (the ?Termination Notice?) (provided, however, the LRA shall not accept termination of the Lease from the Lessee unless agreed to in writing by each previously identi?ed Leasehold Mortgagee). Unless the LRA and the Lessee agree otherwise, the Termination Notice shall be effective thirty (30) days after receipt (or refusal) of the Termination Notice by the other party. In the event that the Lease is terminated pursuant to this Section, the Lessee shall be required to remove or cause to be removed debris from and restore the damaged area of the Leased Premises to a reasonably clean and safe condition subject to Lessee?s receipt of suf?cient insurance proceeds for such purpose. Subject to the other provisions of this Lease and the terms of the Leasehold Mortgage, the Lessee may retain any remaining balance of the insurance proceeds. Subject to the rights of the Leasehold Mortgagee, absent an agreement in writing by the LRA and the Lessee, if the Lessee refuses, or fails to repair, 39 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 Former NSA East Bank Lease restore, or rebuild or cause the repair, restoration, or rebuilding of the Leased 2 Premises or any part thereof so damaged or destroyed, to the reasonable satisfaction 3 of the LRA, the LRA may, by one hundred and eighty (180) days? written notice to 4 the Lessee, terminate this Lease. In such event, title to the Leased Premises shall 5 vest in the LRA without notice or further action being required on the part, 6 and the LRA may undertake the rebuilding or restoration of the Project and any 7 other improvements placed on the Land or the damaged or destroyed portion 8 thereof, and may complete it, by contract or otherwise, and may take possession of 9 and use any materials on the Land necessary for completing the work. In the event 10 the LRA elects to rebuild or restore the Project, all applicable insurance proceeds 11 relative to the Casualty Property shall be applied ?rst to complete such rebuilding 12 or reconstruction. Subject to the other provisions of this Lease, the LRA may retain 13 any remaining balance of the insurance proceeds. 14 20.10. Subject to the rights of the Leasehold Mortgagee in Article 22, if all or any 15 portion of the Leased Premises or Improvements shall be acquired for any public or 16 quasi-public use through taking by condemnation, eminent domain or any like 17 proceeding, or purchase in lieu thereof (?Taking?), such that Lessee reasonably 18 determines that the Leased Premises cannot, at reasonable cost, continue to be 19 operated for its then current use, with suf?cient parking for such use, then the Term 20 shall cease and terminate as of the date the condemning authority takes title or 21 possession, whichever ?rst occurs, and all rentals shall be paid up to that date. 22 20.11. LRA and Lessee agree that in the event of any loss or damage to the Leased 23 Premises, or of the contents, improvements, ?xtures and/or equipment of LRA or 24 Lessee, as applicable, located therein, by ?re or any other perils which each said 25 party insures against, regardless of the cause thereof, and whether or not the same 26 be caused by the carelessness or negligence of LRA or Lessee, their respective 27 servants, employees, agents, invitees, visitors or licensees, neither LRA nor Lessee, 28 nor their respective insurance carriers shall have any right of subrogation over or 29 against the other, their servants, employees, agents, invitees, visitors, or licensees 30 for any such damage or loss so sustained. 31 21. ACCESS AND INSPECTION 32 21.1. The LRA, its of?cers, agents, employees, and contractors may enter upon the 33 Leased Premises at the times set forth below and for any purposes not inconsistent 34 with the Lessee?s and the Lessee?s tenants? quiet use and enjoyment of the Leased 35 Premises under this Lease, including, but not limited to, the purpose of inspection. 36 Except with respect to any agency providing utilities, security, emergency, ?re, 37 police, or other similar services to the Leased Premises, or in the event the LRA 38 reasonably determines that entry without prior notice is required due to an imminent 39 threat of injury to person or property or for security purposes, entry to the Leased 40 Lease City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 I Former NSA East Bank Lease Premises will be made during regular business hours and with at least twenty-four (24) hours? prior written notice from the LRA of its intention to enter. The Lessee shall have no claim on account of any such entry on the Leased Premises against the LRA or any of?cer, agent, employee, or contractor to the extent such entry is consistent with the conditions set forth in this Article, and any conduct is not grossly negligent or willful misconduct. 22. LIENS AND MORTGAGES 22.1. 22.2. 22.3. Lease The Lessee is responsible for obtaining all ?nancing for the redevelopment of the Project. This includes securing any state or federal incentives and obtaining any necessary private debt. The Lessee will pursue relevant available tax credits and other available sources of funds for the Project. Nothing in this Lease shall be interpreted as an obligation of the LRA or the City to provide ?nancing support for the Project, other than in its traditional role to pursue grant funding. The Lessee shall not have the authority to grant any lien or mortgage on its interest in the Leased Premises except to the extent provided in this Lease or the Development Responsibilities. During the Term, the Lessee may encumber its interest in the Leased Premises by way of one or more loans secured by a mortgage (the ?Leasehold Mortgage?) subject to Section 22.3 below. The proposed holder of any mortgage shall be referred to herein as the ?Leasehold Mortgagee?. Any loan secured by Lessee?s interest in this Lease and the Leased Premises may be further secured by a conditional assignment of this Lease. (Any Leasehold Mortgage, together with any promissory notes and other documents executed by Lessee with respect thereto shall be referred to as the ?Loan Documents?). The LRA agrees to execute an SNDA and a consent to the conditional assignment of this Lease and to any Leasehold Mortgage for ?nancing purposes in a form reasonably acceptable to any Leasehold Mortgagee and from time to time to execute an estoppel certi?cate and any other similar documentation as required by the Leasehold Mortgagee. Without limiting the foregoing, the LRA approves any sale, transfer and/or assignment of this Lease and Lessee?s interest in the Leased Premises which may result from the enforcement (or sale, transfer and/or assignment in lieu of enforcement) of any remedies contained in the Loan Documents. The LRA shall not place any mortgage or other lien or encumbrance upon the fee interest in the Leased Premises or the interest in this Lease, without prior written notice to the Lessee and its Leasehold Mortgagee. Neither the Lessee?s nor any sublessee?s interest in this Lease shall under any condition be subordinate to, and in no event shall the Lessee or any sublessee be required to subordinate its interest in the Leased Premises, if any, to any mortgage, lien or other encumbrance placed upon the fee interest in the Leased Premises or the 41 City of New Orleans and EMDRC Partners, LLC NSA EB kl 6-644 OOKJQUI-PUJNH I?lD?ll?l NHOC Former NSA East Bank Lease 22.4. 22.5. 22.6. Lease interest in this Lease. In no event shall the Lessee be required to consent to any subordination of this Lease to an encumbrance upon the fee interest in the Leased Premises or the interest in this Lease without the prior written consent of a Leasehold Mortgagee. If any such mortgage, lien or other encumbrance which purports to be superior to this Lease is ?led against all or any portion of the fee interest in the Leased Premises or the interest in this Lease in violation of the provisions of this Section 22.3, the LRA shall cause the mortgage, lien or other encumbrance to be discharged, and shall initiate such discharge process within thirty (30) days of such mortgage, lien or other encumbrance being ?led against the fee interest in the Leased Premises or the interest in this Lease, and shall diligently prosecute such process to completion. Except as provided in the SNDA, no Leasehold Mortgage shall extend to or affect the fee, the remainder interest or the estate of the LRA in the Leased Premises, but may extend to or affect the leasehold interest of the Lessee in the Leased Premises and the ownership interests of the Lessee in and to the Existing Improvements and Additional Improvements. No Leasehold Mortgage shall be binding upon the LRA in the enforcement of its rights and remedies under this Lease and by law, unless and until a copy thereof shall have been delivered to the LRA and such Leasehold Mortgage is authorized in accordance with the provisions of this Article 22. Rights of the Leasehold Mortgagee. 22.6.1. The LRA shall deliver to each Leasehold Mortgagee a notice of any default or Event of Default under this Lease simultaneously with the LRA delivering notice to the Lessee of the same. No notice of a default or an Event of Default shall be effective unless such notice is also delivered to each Leasehold Mortgagee. Each Leasehold Mortgagee shall have the same rights as Lessee, but not the obligation, to cure any such default or Event of Default, and the LRA shall accept such cure as if such cure were performed by the Lessee. In addition, each Leasehold Mortgagee shall also have an additional thirty (30) days to cure any default; provided, however, if a non-monetary default is not reasonably capable of being cured within such thirty (30) day period, such period shall be extended for such additional time as is reasonably necessary to cure such default provided that such Leasehold Mortgagee commences the cure of such default within such thirty (30) day period and diligently prosecutes the same to completion. In the event a Leasehold Mortgagee is seeking to foreclose on such Leasehold Mortgagee?s security interest in the property, the LRA shall not seek to terminate this Lease as a result of a default or Event of Default so long as such Leasehold 42 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 pFormer NSA East Bank Lease Lease 22.6.2. 22.6.3. 22.6.4. Mortgagee is diligently seeking to foreclose on the Lessee?s interest in the Leased Premises and has noti?ed the LRA of the same. In the event this Lease is terminated for any reason, including, without limitation, a rejection of this Lease in bankruptcy, the LRA shall give notice to each Leasehold Mortgagee of such termination. Within ninety (90) days after a Leasehold Mortgagee receives notice of such termination, a Leasehold Mortgagee may elect, by delivering written notice to the LRA within such ninety (90) day period, to enter into a new ground lease for the Leased Premises upon the same terms and conditions as this Lease, provided, that, prior to entering into such new ground lease, such Leasehold Mortgagee shall have cured all monetary defaults and non?monetary defaults which are capable of being cured (or, with respect to non-monetary defaults only, has provided adequate assurances to the LRA, as determined by the LRA in its reasonable discretion that such non-monetary defaults which are capable of being shall be cured), and (ii) in the event there is more than one such Leasehold Mortgagee, the Leasehold Mortgagee with the prior perfected lien shall have the ?rst option to enter into such new ground lease, provided, if such senior Leasehold Mortgagee fails or declines to enter into such new ground lease, the next most senior Leasehold Mortgagee shall have such right. Upon entering into any such new ground lease, all non-monetary defaults which are not capable of being cured shall be deemed waived by the LRA. In the event a Leasehold Mortgagee or its af?liates succeed to Lessee?s interest in the Leased Premises, the Leasehold Mortgagee and its af?liates shall have the right to transfer the Leased Premises to a third party without the prior written consent of the LRA. In no event shall the consent be required for any transfer as a result of a foreclosure, trustee?s sale or delivery of a deed in lieu of foreclosure. Any purchaser at a foreclosure sale or transferee from or through a Leasehold Mortgage, shall assume this Lease and the Lessee?s obligations hereunder and such purchaser shall have no right in respect to the Leased Premises unless such purchaser so assumes and delivers a duplicate original of the assumption agreement (in recordable form) within thirty (30) days after such purchaser acquires title to the Lessee's interest in this Lease. Each person (a ?Successor Lessee?) who acquires an interest in the leasehold pursuant to foreclosure, deed in lieu of foreclosure or any similar exercise of remedies under a Leasehold Mortgage shall, as soon as reasonably practicable in accordance with and subject to the provisions of this Section, negotiate and enter into an agreement with terms substantially similar to those contained in the Development Responsibilities to the extent such City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 ,95 quNM-thrFormer NSA East Bank Lease 22.7. 22.8. Lease Development Responsibilities are still relevant at the time (the ?Successor Development Responsibilities?). The Successor Lessee shall not be in default of its obligations under this Section so long as it negotiates in good faith to enter into the Successor Development Responsibilities described herein, (ii) if the LRA fails to tender a Successor Development Responsibilities meeting the requirements of this Section or if the Successor Lessee is not required to enter into a Successor Development Responsibilities pursuant to this Section. 22.6.5. In the event of any casualty or condemnation proceedings, each Leasehold Mortgagee shall have the right to participate in the adjustment of the insurance proceeds or condemnation awards, as applicable. In addition, the senior most Leasehold Mortgagee shall have the right to hold, control and disburse the insurance proceeds and Lessee?s share in any condemnation award, so long as such proceeds are used as required by the provisions of this Lease. Any Leasehold Mortgagee shall have the right to cure Lessee's failure to comply with this Lease on behalf of the Lessee. For any period of time during which the Leasehold Mortgagee and the LRA are attempting in good faith to resolve a dispute, pursuant to the procedures provided for in Article 18 of this Lease in relation to the actions, inactions or omissions which are the subject of the alleged failure to comply, no related default, breach or Event of Default shall be deemed to have occurred and all cure periods shall be tolled. If pursuant to dispute resolution, the alleged failure to comply is determined to have occurred, the Leasehold Mortgagee?s period for cure on behalf of the Lessee shall not begin to run until the day after the final and unappealable decision on the dispute is issued. The LRA acknowledges that the Leasehold Mortgages may contain a power of attorney from the Lessee in favor of a trustee pursuant to which the trustee and/or the Leasehold Mortgagees shall have the right to exercise certain of the Lessee?s rights as tenant under this Lease, including the Lessee?s cure rights under Section 9.1. The LRA agrees to recognize such power of attorney and any similar power of attorney granted to a ?iture Leasehold Mortgagee, and to accept the performance by a Leasehold Mortgagee (or its assignee) as tenant under this Lease pursuant to such power of attorney; provided, however, the Leasehold Mortgagee or its assignee shall not be deemed to have assumed the Lessee?s obligations as tenant under this Lease by virtue of the Leasehold Mortgagee or its assignee exercising its rights under such power of attorney unless and until such party has completed a foreclosure of the Leasehold Mortgage or accepted an assignment of this Lease and Lessee?s rights and obligations hereunder in lieu of foreclosure. The LRA shall afford each Leasehold Mortgagee, (including a trustee and a credit provider) of 44 City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 u?nt?IHi?AHi?nHu? r?iFormer NSA East Bank Lease 22.9. 22.10. 22.11. 22.12. Lease whom it receives notice, an opportunity to cure an Event of Default, as set forth in this Lease. The LRA shall accept payment or performance of any covenant, condition or agreement of the Lessee under this Lease from the Leasehold Mortgagee, or any nominee, designee or assignee of the Leasehold Mortgagee, with the same force and effect as though paid or performed by the Lessee. Subject to the terms of any ?nancing documents, the Leasehold Mortgagee may, at its option, enter the Leased Premises to seek to cure a default or Event of Default by the Lessee, pursuant to and subject to the terms, conditions and restrictions of this Lease. This right or its exercise shall not be deemed to give a Leasehold Mortgagee possession of the Leased Premises or to make any Leasehold Mortgagee a mortgagee in possession. Limited Liability of Leasehold Mortgagee. No Leasehold Mortgagee shall be liable to perform, or be liable in damages for failure to perform, any of the obligations of the Lessee, unless and until such Leasehold Mortgagee takes possession of or controls or manages any portion of the Leased Premises or is deemed a mortgagee in possession under Applicable Laws and in such event, a Leasehold Mortgagee shall only be liable for damages or failures to perform the obligations while such Leasehold Mortgagee is the ?Lessee? under this Lease. Upon the assignment of this Lease by a Leasehold Mortgagee or its af?liates to a third party, such Leasehold Mortgagee shall have no further obligations under this Lease arising from and after the date of such transfer. Upon the occurrence of a total or substantially total condemnation of the Leased Premises, all condemnation proceeds shall ?rst be applied to the payment of the loans secured by a Leasehold Mortgagee, and the balance shall be divided between the LRA and the Lessee in accordance with the loss suffered by each. In the event of a partial condemnation of the Leased Premises, this Lease shall not be terminated, provided there shall be a pro rata reduction of the rent. In the event of a temporary taking, this Lease shall continue, and all proceeds payable as a result of such temporary taking shall belong to the Lessee. The LRA shall have the right to assign this Lease to any person or entity that acquires ownership of the Land; provided, however, no such assignment shall be inconsistent with or materially impair the rights and bene?ts of Lessee or of any Leasehold Mortgagee under this Lease with respect to, or interfere with, the development, construction, ownership, leasing, use and operation of the Leased Premises by Lessee or its permitted sublessees and assigns. The LRA shall provide written notice to the Lessee and to any Leasehold Mortgagee of any such assignment. 45 City of New Orleans and EMDRC Partners, LLC NSA EB kl6-644 LUJN Former NSA East Bank Lease 23. AMENDMENTS AND WAIVER 23.1. 23.2. This Lease, including the Development Responsibilities, may be amended or modi?ed, and the terms hereof may be waived, only by a written instrument signed by each Party, or, in the case of a waiver, by the Party waiving compliance. No term of this Lease shall be deemed waived unless such waiver is in writing signed by the Party making the waiver. No delay or omission by either party in exercising or enforcing any right or power hereof shall impair such right or power or be construed to be a waiver thereof. No custom or practice that may evolve between the Parties shall be construed to lessen the right of a Party to require the performance of the other Party in strict accordance with the terms of this Lease. A waiver by one Party of a failure of the other Party to fully comply with any of the terms of this Lease shall not be construed to be a waiver of any subsequent failure to comply or any other failure to comply. 24. RECORDS 24.1. Lessee shall keep and maintain full, complete and appropriate books, records, and accounts relating to the Leased Premises. Books, records and accounts relating to Lessee?s compliance with the temis, provisions, covenants and conditions of this Lease shall be kept and maintained, and shall be consistent with the requirements of this Lease. All such books, records and accounts (including computer databases and ?les) shall be open to and available for inspection by the LRA, the Navy, and each of their auditors and other authorized representatives at reasonable intervals during normal business hours. 25. MISCELLANEOUS 25.1. 25.2. 25.3. Lease Required Contract Provisions. The Lessee shall comply with the required contract provisions included within Exhibit to the extent such required contract provisions are not inconsistent with the speci?c terms and conditions of this Lease, in which case the terms and conditions of this Lease shall control. Time is of the Essence. Time is of the essence in connection with the Lessee?s performance and observance of all of the terms and provisions of this Lease. Estoppel Certi?cates. Within ten (10) calendars days after receiving a request of a Party, the other Party shall execute, acknowledge and deliver to or for the bene?t of the requesting Party or to or for the bene?t of any actual or prospective Leasehold Mortgagee, at the expense of the requesting Party, a certi?cate as described below. The certi?cate shall certify that this Lease is unmodi?ed and in full force and effect (or if there have been modi?cations, that this Lease is in full force and effect, as modi?ed, and stating the modi?cations), (ii) the dates, if any, to 46 City of New Orleans and EMDRC Partners, LLC NSA EB kl 6-644 Former NSA East Bank Lease 25.4. 25.5. 25.6. 25.7. 25.8. 25.9. Lease City of New Orleans and EMDRC Partners, LLC NSA EB kl 6-644 which all amounts due hereunder have been paid, whether there are then existing any charges, offsets or defenses against the enforcement of any agreement, covenant or condition hereof on the part of the Party requesting the certi?cate known to the Party delivering the certi?cate in the performance or observance of any agreement, covenant or condition hereof to be performed or observed and whether any notice has been given of any default which has not been cured (and, if so, specifying the same), and (iv) such other reasonable matters concerning this Lease or the Leased Premises as either Party may request. Any such certi?cate may be relied upon by a prospective purchaser or Leasehold Mortgagee. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Louisiana. This Lease may be recorded or a memorandum of lease may be prepared and, with LRA Approval, such approval not to be unreasonably withheld or delayed, recorded by the Lessee and all costs relating to such preparation shall be paid by the Lessee. Expenditure of Funds. There shall be no obligation for the payment or expenditure of money by the LRA under this Lease unless there is a valid appropriation from which the expenditure may be made and that unencumbered funds are available from the appropriation for the expenditure. Severability. If any terms of this Lease, or the application of such terms to any circumstance, person, or entity, shall be held illegal, invalid, or unenforceable, the remainder of this Lease, or the application of such terms to persons or circumstances other than those to which it is held illegal, invalid, or unenforceable, shall not be affected; provided, however, that the remainder of this Lease is still capable of performance in substantial accordance with the original intent of the parties. Remedies Not Exclusive. No right or remedy herein conferred upon or reserved to the LRA or the Lessee is intended to be exclusive of any other right or remedy, except as expressly stated herein, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder existing at law or in equity or by statute, except such rights or remedies as are expressly limited herein. Entire Agreement. This Lease (including the Exhibits hereto) contain the entire agreement between the Parties with respect to the transactions contemplated hereby, and supersede all previous oral and written negotiations, commitments, writings, and understandings. Interpretation. The captions and paragraph headings of this Lease are not necessarily descriptive, or intended or represented to be descriptive, of all the terms <34} Former NSA East Bank Lease 25.10. 25.11. 25.12. 25.13. 25.14. 25.15. 25.16. Lease City of New Orleans and EMDRC Partners, LLC NSA EB kl 6-644 thereunder, and shall not be deemed to limit, de?ne, or enlarge the terms of this Lease. Whenever used herein, unless otherwise indicated by the context, the singular shall include the plural, the plural shall include the singular, the use of any gender shall include all genders, and the use of the words ?include? and ?including? shall be construed as if the phrases ?without limitation? or ?but not limited to? were annexed thereafter. The Parties were, or had ample opportunity to be, represented by counsel, and as such this Lease shall not be interpreted for or against either Party based on authorship. Bene?t of the Parties. This Lease is intended and agreed to be solely for the bene?t of the Parties and their permitted successors and permitted assigns and no other Person, other than the indemni?ed parties expressly identi?ed in this Lease, shall be entitled to rely on or be deemed to accrue any bene?t, claim or right of any kind whatsoever pursuant to, or be a third party bene?ciary under, by or through, this Lease. Counterparts. This Lease may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Costs and Expenses. Except as provided herein, each Party shall bear its own costs and expenses incurred by it in connection with the preparation, negotiation and signing and delivery of this Lease. No Joint Venture. Both the LRA and the Lessee agree that the only relationship intended to exist between them under this Lease shall be the relationship of landlord and tenant, and it is their express intent that nothing contained in this Lease is intended, nor shall anything herein be construed, to create or imply any partnership, joint venture or other similar or dissimilar relationship between them. Notice to Quit. The Lessee expressly waives any rights it may have under any law or any judicial decision that would otherwise require notice to quit upon the expiration of the Term of this Lease or at the expiration of any extension or renewal thereof, or upon any earlier termination of this Lease, as herein provided. Applicable Laws. A reference in this Lease to any Applicable Laws includes any amendment, modi?cation or replacement thereto. m. Any time period herein calculated by reference to ?days? means calendar days, including Saturdays, Sundays, and holidays as observed by the State of Louisiana; provided, however, that if the last day for a given act falls on a Saturday, Sunday, or such observed holiday, the day for such act shall be ?rst day 8 48 NiFormer NSA East Bank Lease 25.17. 25.18. 25.19. 25.20. 25.21. 25.22. Lease following such Saturday, Sunday, or observed holiday that is not a Saturday, Sunday, or such observed holiday. Survival. Terms of this Lease that provide for rights, duties, and/or obligations that expressly extend beyond the expiration or earlier termination of this Lease, including Lessee?s indemnity obligations, shall survive such expiration or earlier termination of this Lease. Incorporation. Each and all of the recitals set forth at the beginning of this instrument, and any exhibits referenced herein and attached hereto, are incorporated herein by this reference. Police Power. Nothing contained in this Lease shall be deemed to limit, restrict, amend or modify, nor to constitute a waiver or release of, any laws of the City, its departments, commissions, agencies, and boards and the of?cers thereof, including, without limitation, any redevelopment or general plan or any zoning ordinances, or any of the City?s duties, obligations, rights or remedies thereunder or pursuant thereto or the general police powers, rights, privileges and discretion of the City in the furtherance of the public health, welfare, and safety of the inhabitants of the City, including, without limitation, the right under law to make and implement independent judgments, decisions, and acts regarding planning, development, and redevelopment matters (including, without limitation, approval or disapproval of plans and issuance or withholding of building permits) whether or not consistent with the provisions of this Lease, or any other documents contemplated hereby (collectively, ?Rules and Powers?). The Lessee?s actions under this Agreement shall be subject to all such lawfully adopted Rules and Powers. So long as any Leasehold Mortgage is in existence, the fee title to the Leased Premises and the leasehold estate of the Lessee therein created by this Lease shall not merge but shall remain separate and distinct, notwithstanding the acquisition of said leasehold estate by the LRA or by a third party, by purchase, pursuant to the cure provisions set forth in this Lease, or otherwise. This Lease contains all the representations, promises, agreements, conditions, inducements and understandings between the LRA and the Lessee relative to the Leased Premises, and there are no promises, agreements, conditions, inducements, understandings, warranties, or representations, oral or written, express or implied, between the Parties other than as set forth in or expressly referenced in this Lease. The Lessee shall have no recourse with respect to the breach of any obligation of the LRA under this Lease, or for any claim based upon this Lease, or otherwise, against any individual, including an elected of?cial, employee, attorney or agent, past, present or future, of the LRA, or against any person other than the LRA. The 49 City of New Orleans and EMDRC Partners, LLC I NSA EB kl 6-644 Former NSA East Bank Lease 25.23. Lease LRA shall have no recourse with respect to the breach of any obligation of the Lessee under this Lease, or for any claim based upon this Lease, or otherwise, against any individual, including an of?cer, manger, member, employee, attorney or agent, past, present or future, of the Lessee or against any person other than the Lessee. Nondiscrimination. The Lessee covenants for itself, its successors and assigns and every successor in interest to the Leased Premises, or any part thereof, that the said Lessee and such successors and assigns shall not discriminate upon the basis of race, color, sex, religion, or national origin in the use, occupancy, sale or lease of the Leased Premises, or in their employment practices conducted thereon. [Signatures on the Following Page] 50 City of New Orleans and EMDRC Partners, LLC NSA EB k16-644 pFormer NSA East Bank Lease IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year ?rst above written. LRA: CITY OF NEW ORLEANS Name: Mitchell J. Landrieu Title: Mayor Date: WITNESS: By: Form an Legailty Approved Department 4841-5387-2660.6 k16-644 51 LESSEE: EMDRC PARTNERS, LLC @2297 1% Joseph . Jaeger, Jr. Title: Manager Date: ?/do WITNESS: