ATTACHMENT TO RFPREDEVELOPMENT OF 2 CANAL STREET

1172269v4

LEASE AGREEMENT

AMONG

NEW ORLEANS BUILDING CORPORATION, LANDLORD,

_______________________________, TENANT,

AND

CITY OF NEW ORLEANS, INTERVENOR

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS ........................................................................................................................ 2

ARTICLE II LEASED PREMISES........................................................................................................... 132.1 Leased Premises............................................................................................................................. 132.2 Peaceable Possession ..................................................................................................................... 142.3 Condition of the Leased Premises.................................................................................................. 142.4 Ownership of Improvements.......................................................................................................... 15

ARTICLE III USE ..................................................................................................................................... 153.1 Permitted Uses ............................................................................................................................... 153.2 Grand Opening............................................................................................................................... 16

ARTICLE IV COMMENCEMENT OF TERM........................................................................................ 164.1 Term............................................................................................................................................... 164.2 Financing Contingency .................................................................................................................. 164.3 Conditions to Commencement of Construction............................................................................. 17

ARTICLE V RENT ................................................................................................................................... 185.1 Non-Refundable Deposit ............................................................................................................... 185.2 Interim Rent ................................................................................................................................... 185.3 Base Rent ....................................................................................................................................... 185.4 Percentage Rent ............................................................................................................................. 195.5 Gross Revenue Reports; Payment of Percentage Rent .................................................................. 195.6 Gross Revenue Records and Audits............................................................................................... 195.7 Confidentiality ............................................................................................................................... 205.8 Payment of Rent............................................................................................................................. 20

ARTICLE VI REPRESENTATIVES AND WARRANTIES ................................................................... 216.1 Tenant Representations and Warranties......................................................................................... 216.2 Landlord Representations and Warranties ..................................................................................... 22

ARTICLE VII RENOVATION................................................................................................................. 237.1 Overview of the Renovation .......................................................................................................... 237.2 Plans............................................................................................................................................... 237.3 Construction................................................................................................................................... 247.4 Permits, Licenses and Approvals ................................................................................................... 257.5 Landlord's Termination Right ........................................................................................................ 257.6 DBE ............................................................................................................................................... 26

ARTICLE VIII OPERATION AND MANAGEMENT............................................................................ 268.1 First Class Operations; Operating Standard................................................................................... 268.2 Maximize Gross Revenues ............................................................................................................ 278.3 Manager ......................................................................................................................................... 27

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(continued)

Page8.4 Franchise Agreements.................................................................................................................... 288.5 Continuous Operations................................................................................................................... 298.6 Trade Name and Trademarks......................................................................................................... 298.7 Signs............................................................................................................................................... 308.8 Compliance with Governmental Requirements ............................................................................. 308.9 Inspection of Books and Records .................................................................................................. 308.10 Landlord's Entry and Inspection Rights......................................................................................... 308.11 Trash and Garbage Disposal .......................................................................................................... 318.12 Utilities and Other Services ........................................................................................................... 318.13 Capital Replacement Fund............................................................................................................. 31

ARTICLE IX PARKING........................................................................................................................... 339.1 Parking Agreement ........................................................................................................................ 339.2 Mortgage on Parking Agreement/Termination of Parking Agreement.......................................... 33

ARTICLE X MAINTENANCE, REPAIRS AND ALTERATIONS ........................................................ 3410.1 Maintenance and Repairs............................................................................................................... 3410.2 Inspections by Landlord................................................................................................................. 3410.3 Alterations...................................................................................................................................... 3410.4 General Construction Requirements .............................................................................................. 3510.5 No Landlord Liability .................................................................................................................... 3610.6 Tenant's Obligation to Pay Landlord's Costs ................................................................................. 3610.7 Liens and Claims ........................................................................................................................... 37

ARTICLE XI IMPOSITIONS ................................................................................................................... 3711.1 Payment of Impositions ................................................................................................................. 3711.2 Contest of Impositions ................................................................................................................... 3811.3 Certain Taxes Not Impositions ...................................................................................................... 3811.4 Tax Exempt Land........................................................................................................................... 38

ARTICLE XII INSURANCE .................................................................................................................... 3912.1 Property/Casualty Insurance Coverage.......................................................................................... 3912.2 Builder's Risk................................................................................................................................. 3912.3 Liability Insurance ......................................................................................................................... 3912.4 Business Interruption Insurance..................................................................................................... 4112.5 Professional Liability..................................................................................................................... 4212.6 Form of Insurance and Insurers; Required Provisions................................................................... 4212.7 Delivery of Evidence of Insurance................................................................................................. 4312.8 Waiver of Rights of Recovery ....................................................................................................... 4312.9 Other Policies................................................................................................................................. 4412.10 Manager and Leasehold Mortgagee............................................................................................... 4412.11 Blanket Insurance........................................................................................................................... 44

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(continued)

Page

ARTICLE XIII INDEMNITY; LIMITATION OF LIABILITY............................................................... 4413.1 Indemnity ....................................................................................................................................... 4413.2 Limitation of Liability.................................................................................................................... 4413.3 Survival.......................................................................................................................................... 45

ARTICLE XIV CASUALTY .................................................................................................................... 4514.1 Damage or Destruction .................................................................................................................. 4514.2 Repairs ........................................................................................................................................... 4514.3 Insurance Proceeds......................................................................................................................... 4514.4 Casualty at End of Term ................................................................................................................ 46

ARTICLE XV EMINENT DOMAIN........................................................................................................ 4615.1 Taking ............................................................................................................................................ 4615.2 Total Taking................................................................................................................................... 4715.3 Partial Taking................................................................................................................................. 4715.4 Allocation of Award ...................................................................................................................... 4715.5 Effect of Termination..................................................................................................................... 4715.6 Voluntary Conveyance................................................................................................................... 4715.7 Temporary Taking ......................................................................................................................... 47

ARTICLE XVI ENVIRONMENTAL....................................................................................................... 4816.1 Environmental Obligations ............................................................................................................ 4816.2 Remedial Work .............................................................................................................................. 4816.3 Notice............................................................................................................................................. 4916.4 Release ........................................................................................................................................... 49

ARTICLE XVII SUBLEASE, ASSIGNMENT AND TRANSFERS ....................................................... 4917.1 General Provisions......................................................................................................................... 4917.2 Sublease ......................................................................................................................................... 4917.3 Assignment .................................................................................................................................... 5117.4 Release ........................................................................................................................................... 5217.5 Transfer of Ownership Interests by Tenant.................................................................................... 5217.6 Subleases and Assignments ........................................................................................................... 5317.7 Costs............................................................................................................................................... 5317.8 Sale of Leased Premises................................................................................................................. 53

ARTICLE XVIII FINANCING................................................................................................................. 5418.1 Leasehold Mortgages Permitted .................................................................................................... 5418.2 Subordination of Landlord's Lien .................................................................................................. 5818.3 No Subordination by Landlord ...................................................................................................... 5818.4 Fee Mortgages................................................................................................................................ 58

ARTICLE XIX DEFAULT BY TENANT................................................................................................ 5919.1 Defaults.......................................................................................................................................... 5919.2 Remedies........................................................................................................................................ 60

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ARTICLE XX TERMINATION OF THE LEASE................................................................................... 6220.1 Surrender of Leased Premises........................................................................................................ 6220.2 Holding Over ................................................................................................................................. 62

ARTICLE XXI PROFIT PARTICIPATION............................................................................................. 6321.1 Profit Participation......................................................................................................................... 6321.2 Profit Participation Terms.............................................................................................................. 6321.3 Sale of the Project .......................................................................................................................... 6321.4 Sale of Ownership Interests ........................................................................................................... 6321.5 One Time Payment ........................................................................................................................ 6321.6 Excluded Transactions................................................................................................................... 6421.7 Notice; Payment............................................................................................................................. 64

ARTICLE XXII MISCELLANEOUS PROVISIONS............................................................................... 6422.1 Force Majeure ................................................................................................................................ 6422.2 Partial Invalidity ............................................................................................................................ 6522.3 Intervention by City ....................................................................................................................... 6522.4 Attorneys' Fees............................................................................................................................... 6522.5 Notice............................................................................................................................................. 6522.6 Applicable Law.............................................................................................................................. 6622.7 Public Purpose; Economic Benefit; Total Consideration .............................................................. 6622.8 Estoppel Certificate........................................................................................................................ 6622.9 Successors and Assigns.................................................................................................................. 6722.10 No Partnership or Joint Venture .................................................................................................... 6722.11 Terms and Headings ...................................................................................................................... 6722.12 Time of the Essence....................................................................................................................... 6722.13 Prior Agreements; Amendments.................................................................................................... 6722.14 Memorandum or Extract of Lease ................................................................................................. 6722.15 No Waiver...................................................................................................................................... 6722.16 Counterparts................................................................................................................................... 6822.17 No Broker ...................................................................................................................................... 6822.18 Waiver of Trial by Jury.................................................................................................................. 6822.19 Equal Employment Opportunity .................................................................................................... 6822.20 Conflict of Interest ......................................................................................................................... 6822.21 Responsibility for Costs and Risks of Operations ......................................................................... 6822.22 Venue and Personal Jurisdiction.................................................................................................... 6922.23 No Drafting Presumptions ............................................................................................................. 6922.24 Joint and Several Liability ............................................................................................................. 6922.25 Dates of Performance..................................................................................................................... 7022.26 No Third Party Beneficiary............................................................................................................ 7022.27 Oversight........................................................................................................................................ 7022.28 Limitation of Liability.................................................................................................................... 70

ATTACHMENT TO RFPREDEVELOPMENT OF 2 CANAL STREET

1172269v4

LEASE AGREEMENTAMONG

NEW ORLEANS BUILDING CORPORATION, LANDLORD,____________________, TENANT,

ANDCITY OF NEW ORLEANS, INTERVENOR

THIS LEASE AGREEMENT (as amended, supplemented, replaced or otherwise modified from time to time, collectively, the "Lease") is made as of this __ day of _____, 2015(the "Effective Date"), by and among New Orleans Building Corporation, a Louisiana non-profit public benefit corporation ("Landlord"), __________, a __________ ("Tenant"), and the City of New Orleans, as intervenor (the "City").

R E C I T A L S

A. WHEREAS, the City owns the land more fully described on Exhibit A attached hereto, which property is situated in the First Municipal District of the City of New Orleans, State of Louisiana, having a municipal address of 2 Canal Street, New Orleans, Louisiana (the "City Property").

B. WHEREAS, the City leased the City Property to New Orleans International Trade Building Corporation ("NOITBC"), pursuant to Lease, executed October 8, 1963, recorded in Orleans Parish at COB 658A, folio 181, as amended by that certain Amendment to Lease executed July 6, 1965, recorded in Orleans Parish at COB 668D, folio 73, that certain Amendment to Lease executed September 19, 1968, recorded in Orleans Parish at COB 688, folio 355, that certain instrument executed March 17, 1972, recorded in Orleans Parish, at COB 704, folio 694, and as further amended by that certain Amendment to Lease dated of even date herewith, to be recorded in Orleans Parish (collectively, the "City Lease").

C. WHEREAS, pursuant to that certain Assignment, Conveyance and Assumption of Rights and Leases dated May 24, 2001, NOITBC assigned the tenant's interest under the City Lease (as amended through March 17, 1972) to Landlord, and Landlord assumed all of NOITBC's obligations thereunder.

D. WHEREAS, pursuant to that certain Termination of Lease, and Transfer, Assignment, Assumption and Quitclaim of Other Assets among World Trade Center of New Orleans, Inc. ("WTC"), Landlord and the City, executed on March 9, 2012 and recorded in Orleans Parish, Louisiana, under Notarial Archives Number 2012-10225, WTC conveyed and transferred to Landlord the building, improvements and other constructions located on the City Property (the "Existing Improvements", and together with the City Property, collectively, the "Leased Premises").

E. WHEREAS, Landlord desires to lease to Tenant, and Tenant desires to lease and redevelop, the Leased Premises, subject to the terms and provisions of this Lease.

NOW, THEREFORE, the parties do hereby agree as follows.

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ARTICLE IDEFINITIONS

For the purposes of this Lease, the following terms shall have the meanings set forth below, unless otherwise expressly provided in this Lease:

1.1 Additional Rent has the meaning set forth in Section 5.8 below.

1.2 Affiliate means any Person (1) which directly or indirectly Controls, or is Controlled by, or is under common control with, that Person; or (2) which directly or indirectly beneficially owns or holds a ten percent (10%) or more interest in that Person.

1.3 Alteration means any demolition, addition, alteration or improvement to the Improvements or the Leased Premises.

1.4 Base Rent has the meaning set forth in Section 5.2 below.

1.5 Books and Records has the meaning set forth in Section 8.9 below.

1.6 Builder's All Risk Policies has the meaning set forth in Section 12.2 below.

1.7 Business Day means all days except Saturdays, Sundays and all days that are official legal holidays of the City, the State of Louisiana or the United States.

1.8 Business Interruption Insurance has the meaning set forth in the definition of "Gross Revenues" below.

1.9 Capital Reserve Fund has the meaning provided in Section 8.13.

1.10 Casualty has the meaning set forth in Section 14.1 below.

1.11 City has the meaning set forth in the Introductory paragraph hereof.

1.12 City Council means the Council of the City of New Orleans.

1.13 City Lease has the meaning set forth in the Recitals above.

1.14 City Property has the meaning set forth in the Recitals above.

1.15 Commence Construction or Commencement of Construction means the date on which all of the Conditions to Commencement of Construction have been satisfied or waived by Landlord and Tenant has commenced actual on-site construction of the Renovation at the Leased Premises.

1.16 Commercial Space means any portion of the Leased Premises that is available for use for commercial or retail purposes and which are part of or ancillary to the Project,including without limitation the ground level commercial space consisting of approximately _______ square feet and the commercial space located on the __ floors consisting of approximately __ square feet.

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1.17 Commencement Deadline has the meaning set forth in Section 7.5 below.

1.18 Comparable Project means a mixed-use project which includes (a) a hotel withthe Required Rating and categorized at an upper upscale level or above as defined by STR Global, or in the event such rating system is discontinued, a comparable designation under a comparable rating system performed by a globally recognized hotel rating company based on rating guidelines comparable to STR Global, and (b) luxury residential apartments, and which (i) has been constructed no earlier than five (5) years before the date in question, (ii) is comparable in size and quality to the Improvements after giving effect to the Renovation as contemplated by the Project Construction Plans and (iii) is located in the United States.

1.19 Completion Guaranty means that certain Completion Guaranty by Guarantor in favor of Landlord and the City, as the same may be amended, supplemented, replaced or otherwise modified from time to time, as required pursuant to Section 4.3 below.

1.20 Conditions to Commencement of Construction has the meaning set forth in Section 4.3 below.

1.21 Control or Controlling means the possession, directly or indirectly, of the power to either (i) vote ten percent (10%) or more of the securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of such Person or (ii) direct or cause the direction of management or policies of such Person, whether through the ownership of voting securities or interests, by contract or otherwise. For purposes of calculating the percentage of voting securities or interests owned or controlled by a Person, such Person shall be deemed to own or control all voting securities or interests that are owned or controlled by his or her spouse and all members of such Person's family to the second degree, and if such Person is a legal entity then such Person shall be deemed to own or control all voting securities or interests that are owned or controlled by any officer, director or owner of such Person and all spouses and members of their respective families to the second degree.

1.22 CPI means the unadjusted monthly Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average (All Items) published by the Bureau of Labor Statistics of the U.S. Department of Labor. If this index is no longer published, then the CPI shall refer to a comparable index measuring changes in the cost of living for urban consumers as published by an agency of the United States or, if no such comparable index is published by an agency of the United States, then a comparable nationally recognized index published by a reputable financial source selected by Landlord and acceptable to Tenant.

1.23 CZO has the meaning set forth in Section 3.1 below.

1.24 DBE Plan means the Disadvantaged Business Enterprise Plan attached hereto as Exhibit B, and any amendments thereto, all as approved by the City of New Orleans Office of Supplier Diversity.

1.25 Default Rate means the lower of (a) the maximum rate permitted by law and (b) 5% in excess of the Prime Rate as published in the Money Rates of the Wall Street Journal, which is the base rate on corporate loans posted by at least 75% of the nations' 30 largest banks. If the Prime Rate or the Wall Street Journal is no longer published, then the Prime Rate shall be a

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comparable rate published by a reputable financial source selected by Landlord and reasonably acceptable to Tenant.

1.26 Deposit has the meaning set forth in Section 5.1 below.

1.27 Effective Date has the meaning set forth in the Introductory paragraph above.

1.28 Environmental Event means and shall include, but not be limited to, a spill, discharge, leakage, pumpage, drainage, pourage, interment, emission, emptying, injecting, escaping, dumping, disposing, migration or other release of any kind of Hazardous Substances on, from, in, to, under or about the Leased Premises in violation of applicable Environmental Law, or the presence of Hazardous Substances on, in, under or about the Leased Premises in violation of applicable Environmental Law.

1.29 Environmental Law means any Governmental Requirement with respect to environmental conditions or the use, generation, manufacture, production, storage, treatment, disposal, or transportation of Hazardous Substances, including, without limitation, the following laws and all regulations promulgated thereunder: Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601, et seq.), the Hazardous Material Transportation Act, as amended (49 U.S.C. Section 1801, et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section 6901, et seq.), the Toxic Substance Control Act, as amended (15 U.S.C. Section 2601, et seq.), the Louisiana Environmental Quality Act, as amended (La. R.S. 30:2001, et seq.), the Louisiana Solid Waste Management and Resource Recovery Law, as amended (La. R.S. 30:2151, et seq.), the Louisiana Hazardous Waste Control Law, as amended (La. R.S. 30:2171, et seq.), the Louisiana Resource Recovery and Development Act, as amended (La. R.S. 30:2301, et seq.), the Hazardous Materials Transportation and Motor Carrier Safety Law, as amended (La. R.S. 32:1501, et seq.), or the successor laws and regulations thereto.

1.30 Environmental Reports has the meaning set forth in Section 16.2 below.

1.31 Event of Default has the meaning set forth in Section 19.1 below.

1.32 Evidence of Funds has the meaning set forth in Section 4.3 below.

1.33 Existing Improvements has the meaning set forth in the Recitals above.

1.34 Family Member or Entity has the meaning set forth in Section 17.5 below.

1.35 Final Completion means (i) the final completion of the Renovation in accordance with the Project Construction Plans, subject to minor deviations, the provisions of this Lease and all Governmental Requirements, including the completion of the punch-list type items referred to in the definition of the term “Substantial Completion,” and (ii) the issuance of all final Governmental Approvals necessary to use, occupy and operate all aspects and areas of the Project in accordance with the terms of this Lease. Substantial Completion is a prerequisite to Final Completion.

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1.36 Financing means one or more loans obtained by Tenant from Qualified Lenders in an aggregate principal amount equal to $______ for completion of the Renovation.

1.37 Financing Condition has the meaning set forth in Section 4.2 below.

1.38 Financing Deadline has the meaning set forth in Section 4.2 below.

1.39 Force Majeure has the meaning set forth in Section 22.1 below.

1.40 Franchise Agreement means a franchise, trademark or license agreement between Tenant and a Qualified Franchisor, in accordance with the Operating Standard and the provisions of this Lease, as the same may be amended, supplemented, replaced or otherwise modified from time to time, in each case in accordance with this Lease.

1.41 Franchisor means the hotel franchisor or licensor for the Hotel Portion who shall be a Qualified Franchisor.

1.42 Full Rent Commencement Date means the date that is the earlier to occur of (a) the Opening of the Project or (b) subject to extension as a result of Force Majeure, eighteen (18) months after the Commencement Deadline.

1.43 GAAP means generally accepted accounting principles, applied on a consistent basis, as set forth in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or their respective successors and which are applicable in the circumstances as of the date in question. Accounting principles are applied on a "consistent basis" when the accounting principles observed in a current period are comparable in all material respects to those accounting principles applied in a preceding period.

1.44 GL Policy has the meaning set forth in Section 12.3 below.

1.45 Governmental Approvals has the meaning set forth in Section 7.4 below.

1.46 Governmental Requirements means all laws, ordinances, statutes, rules, codes, ordinances and regulations of governmental authorities, acting in its governmental as opposed to a private capacity, in any way applicable to the Project or the Leased Premises.

1.47 Gross Revenue Records has the meaning set forth in Section 5.6 below.

1.48 Gross Revenue Reports has the meaning set forth in Section 5.5 below.

1.49 Gross Revenues means with respect to any period of time, all revenue and income of any kind derived directly or indirectly from all business and operations conducted at or from the Project, specifically including but not limited to operations at the Project and the Parking Facility, including validations and any monthly parking revenue collected under any monthly parking contracts from employees and subtenants of the Project (including of the Residential Portion), and properly attributable to the period under consideration (including rentals or other payments from Third Party sublessees, or concessionaires of space in the Project,

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but not gross receipts of such Third Party sublessees, or concessionaires), determined in accordance with GAAP and the Uniform System of Accounts, except that the following shall not be included in determining Gross Revenues: (i) applicable excise, sales, occupancy and use taxes, or similar government taxes, duties, levies or charges collected directly from patrons or guests, or as a part of the sales price of any goods, services, or displays, such as gross receipts, admission, cabaret, or similar or equivalent taxes and in any case paid to the taxing authority; (ii) receipts from the financing, sale or other disposition of capital assets and other items not in the ordinary course of the Project's operations and income derived from securities and other property acquired and held for investment; (iii) receipts from awards or sales in connection with any Taking, from other transfers in lieu of and under the threat of any Taking, and other receipts in connection with any Taking; (iv) proceeds of any insurance, including the proceeds of any Business Interruption Insurance; (v) rebates, discounts, or credits of a similar nature (not including charge or credit card discounts, which shall not constitute a deduction from revenues in determining Gross Revenues and provided that sales or rentals to employees at a discount which are excluded from Gross Revenues shall not exceed one percent (1%) of Gross Revenues); (vi) gratuities collected on behalf of employees; (vii) the amount of any expenses which are both added to the rent and actually paid to Third Parties by Tenant in connection with any of thePermitted Uses of the Leased Premises, including but not limited to, payments for utilities; or (viii) any security deposits or other sums held in escrow by Tenant in connection with any of its activities on the Leased Premises, such as but not limited to its renting out of residential apartments, meeting space or the Commercial Space (however any net portion of any security deposit retained or forfeited shall be included within Gross Revenues herein to the extent the loss of the deposit reflects a forfeiture or recovery of unpaid rent). As used in this paragraph, (1) the phrase "Uniform System of Accounts" means the latest edition of the Uniform System of Accounts for the Lodging Industry that is published by the American Hotel & Lodging Association or such successor publication; and (2) the phrase "Business Interruption Insurance" means insurance coverage against "Business Interruption and Extra Expense"(as that phrase is used within the United States insurance industry for application to transient lodging facilities).

1.50 Guarantor means ____________.

1.51 Hazardous Substances means (a) any substance, emission or material now or hereafter defined as, listed as or specified in any Environmental Law or other Governmental Requirements as a "regulated substance," "hazardous substance", "toxic substance", "pesticide", "hazardous waste", "hazardous material" or any similar or like classification under any Environmental Law, including by reason of ignitability, corrosivity, reactivity, carcinogenicity or reproductive or other toxicity of any kind, or (b) any substance, emission or material determined to be hazardous or harmful, or (c) any other hazardous or toxic substance, material or waste that is or becomes regulated by any federal, state, or non-preempted local government authority, and will include, without limitation, any material or substance that is (i) defined as a "hazardous substance" under the Louisiana Environmental Quality Act, La. Rev. Stat. Ann. § 30:2001 et seq., (ii) petroleum, (iii) regulated levels of asbestos, (iv) designated as a "toxic pollutant"pursuant to the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), as amended (v) defined as a "hazardous waste" pursuant to the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. Section 6901 et seq., as amended, (vi) defined as a "hazardous substance" pursuant to the Comprehensive

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Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as amended, or (vii) defined as a "regulated substance" pursuant to RCRA Subchapter IX (Regulation of Underground Storage Tanks), 42 U.S.C. Section 6991 et seq.

1.52 Hotel Portion means that portion of the Project comprised of [__] keys and the related amenities, as more particularly shown on the Project Construction Plans, as the same may be modified from time to time as permitted herein. Any portion of the Project which is not included in the Residential Portion shall be part of the Hotel Portion.

1.53 Impositions has the meaning set forth in Section 11.1 below.

1.54 Improvements means, collectively, the Existing Improvements and Tenant Improvements.

1.55 Initial Construction Period has the meaning set forth in Section 3.1 below.

1.56 Insolvency Event means during the seven (7) years preceding the date in question, a federal or state bankruptcy or insolvency proceeding instituted by or against, or the appointment of a receiver, conservator, physical agent or similar officer for the business or assets of any such Person, unless the same shall have been subsequently reversed, suspended, vacated, annulled, or otherwise rendered of no effect under applicable law.

1.57 Indemnified Parties has the meaning set forth in Section 13.1 below.

1.58 Institutional Buyer means any of the following entities (or any entity directly or indirectly through one or more intermediaries owning, controlling, owned by, controlled by or under substantially common control with such entity): an investment bank, insurance company, bank, savings and loan association, trust company, commercial credit corporation, employee benefit plan, pension plan, pension fund or pension fund advisory firm, real estate investment trust, mutual fund or other investment company, "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended (other than a broker/dealer), or an institution substantially similar to any of the foregoing.

1.59 Insurance Trustee has the meaning set forth in Section 14.3 above.

1.60 Interim Rent has the meaning set forth in Section 5.2 below.

1.61 Landlord has the meaning set forth in the Introductory paragraph above.

1.62 Landlord Mortgage has the meaning provided in Section 18.4 below.

1.63 Landlord Mortgage Non-Disturbance Agreement has the meaning provided in Section 18.4 below.

1.64 Landlord Objection Notice has the meaning set forth in Section 17.6 below.

1.65 Lease has the meaning set forth in the Introductory paragraph hereof.

1.66 Leased Premises has the meaning set forth in the Recitals above.

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1.67 Leasehold Mortgage means a mortgage, collateral assignment or other security interest in this Lease and Tenant's interest in the Improvements in favor of a Leasehold Mortgagee, as permitted herein.

1.68 Leasehold Mortgagee means the holder of a Leasehold Mortgage who is a Qualified Lender.

1.69 Lease Year means a full twelve (12) month period beginning on January 1 of each year. If the Full Rent Commencement Date is not on January 1, then the first Lease Year shall be 12 months plus the remainder of the year from the Full Rent Commencement Date to the end of that calendar year. Each Lease Year thereafter shall be a full 12 month period commencing on January 1 and ending on December 31.

1.70 Lien has the meaning set forth in Section 10.7 below.

1.71 Luxury Apartments means residential apartment projects which provide high quality and style, services and amenities at the level required of the Hotel Portion, and command rental rates per square foot in the top 5% of the rental market in the French Quarter, Central Business District and Warehouse District of the City of New Orleans as a result of the quality of the apartment units, then-current modern design, high-quality services and amenities provided, maintenance of a standard of excellence in the market, and modern high-end appliances and finishes.

1.72 Management Agreement means a property management agreement between Tenant and a Qualified Manager for the management and operation of the Project in accordance with the provisions of this Lease, as the same may be amended, modified, supplemented or replaced from time to time, in each case in accordance with this Lease.

1.73 Manager means the Person who manages the operations of the Project and is a Qualified Manager.

1.74 Material Alteration has the meaning set forth in Section 10.3 below.

1.75 Net Ownership Interest Sales Proceeds has the meaning set forth in Section 21.5 below.

1.76 Net Project Sales Proceeds has the meaning set forth in Section 21.3 below.

1.77 New Lease has the meaning set forth in Section 18.1 below.

1.78 Opening of the Project means the date on which the Project is first opened for business to the general public for the Permitted Uses following Substantial Completion of the Renovation.

1.79 Operating Standard means the operation and maintenance of the Project in a first-class condition and in a clean, safe and orderly manner, including periodic cleaning, repainting and redecoration of the Project, and repair and replacement of Tenant's Property, and (i) with respect to the Residential Portion, operated and maintained as Luxury Apartments and

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(ii) with respect to the Hotel Portion, on a full-service basis and in accordance with the terms of the Franchise Agreement and in a manner consistent with the standards of operations and operating plans that a Qualified Franchisor would reasonably be expected to undertake and follow for the operation of a Comparable Project in order to obtain and maintain a minimum Required Rating but in no event less than the standards required by the Franchise Agreement; provided, however, Tenant shall not be required as a result of the aforesaid covenant to (a) provide amenities or facilities that are impracticable as a result of the physical constraints of the Project, or (b) undertake any actions prohibited by this Lease.

1.80 Ownership Group has the meaning set forth in Section 21.2 below.

1.81 Ownership Interest Sale Amount has the meaning set forth in Section 21.2 below.

1.82 Ownership Interest has the meaning set forth in Section 21.2 below.

1.83 Parking Agreement means that certain Parking Agreement dated as of the date hereof among Landlord, Tenant and the City as intervenor pertaining to the use of parking spaces in the Parking Facility, as the same may be amended, modified, supplemented or replaced from time to time.

1.84 Parking Facility means that certain parking facility located at 100 Poydras Street, New Orleans, Louisiana, or any replacement parking facility or location subject to the Parking Agreement.

1.85 Partial Taking has the meaning set forth in Section 15.1 below.

1.86 Percentage Rent has the meaning set forth in Section 5.4 below.

1.87 Percentage Rent Threshold Level has the meaning set forth in Section 5.4 below.

1.88 Permitted Encumbrances means the matters set forth and described on Exhibit C hereto.

1.89 Permitted Hazardous Substances means those Hazardous Substances that are necessary and appropriate for use in connection with the Permitted Use in de-minimus amounts, but only if those Hazardous Substances are at all times transported, used, stored, and disposed of in compliance with all applicable Environmental Laws and other Governmental Requirements, and will not result in an Environmental Event.

1.90 Permitted Uses has the meaning set forth in Section 3.1 below.

1.91 Person means a natural person, corporation, partnership, joint venture trust, unincorporated association, limited liability company or other entity.

1.92 Project means the Leased Premises and the Renovation and other related work for redevelopment of the Leased Premises for the Permitted Uses, containing at least ___ rooms

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and at least ___ residential units, and approximately ___ square feet of Commercial Space together with the installation of Tenant's Property, as permitted pursuant to this Lease. The Project is comprised of the Hotel Portion and the Residential Portion.

1.93 Project Architect has the meaning set forth in Section 7.2 below.

1.94 Project Contractor has the meaning set forth in Section 7.3 below.

1.95 Project Construction Plans has the meaning set forth in Section 7.2 below.

1.96 Project Construction Schedule means the schedule of critical dates with respect to the Renovation and Opening of the Project as set forth on Exhibit E attached hereto and made a part hereof.

1.97 Project Sale Amount has the meaning set forth in Section 21.3 below.

1.98 Project Schematic Plans has the meaning set forth in Section 7.2 below.

1.99 Qualified Architect means an architect that at the time engaged satisfies all of the following criteria: (i) is licensed and otherwise in compliance with all applicable Governmental Requirements to do business and act as an architect in the State of Louisiana and in the City of New Orleans, Louisiana for the type of work proposed to be performed by such architect; (ii) is well experienced as an architect in comparable work; and (iii) such architect is not in default under any material obligation to Landlord or the City under any other contract between such architect and Landlord or the City.

1.100 Qualified Contractor means a general contractor that at the time engaged satisfies all of the following criteria: (i) is licensed or otherwise in compliance with all applicable Governmental Requirements to do business and act as a general contractor in the State of Louisiana and the City of New Orleans, Louisiana for the type of work proposed to be performed by such contractor; (ii) possesses the capacity to obtain payment and performance bonds in the full amount of the pertinent construction contract from a Qualified Surety, to the extent required under this Lease; (iii) is well experienced as a general contractor in comparable work; and (iv) such general contractor is not in default under any material obligation to Landlord or the City under any contract between such general contractor and Landlord or the City.

1.101 Qualified Franchisor means a hotel franchisor who at the time engaged satisfies the following qualifications: (a) the Franchisor is a recognized reputable and experienced franchisor of an upper upscale or luxury national hotel franchise possessing experience in flagging hotel properties similar in size, scope, use and value as the Project; (b) the Franchisor is retained pursuant to a Franchise Agreement that complies with the provisions of Section 8.4below; (c) neither the Franchisor nor an Affiliate of the Franchisor shall be in default that has not been cured under any lease, contract or other agreement with the Landlord, City or any of its boards, departments or agencies; and (d) neither the Franchisor nor an Affiliate of the Franchisor has been the subject of an Insolvency Event.

1.102 Qualified Lender means a Person which is: a state or federally chartered savings bank, savings and loan association, credit union, commercial bank or trust company or a foreign

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banking institution; an insurance company organized and existing under the laws of the United States or any state thereof or a foreign insurance company; a publicly held real estate investment trust, an entity that qualifies as a “REMIC” under the Internal Revenue Code of 1986, as amended, or other public or private investment entity which is in the business of investing in real estate assets or making real estate loans, a mutual fund, hedge fund or investment trust; a brokerage or investment banking organization; or an employees’ welfare, benefits, pension or retirement fund; an institutional leasing company; provided, however, no such Person may be a Qualified Lender for purposes of this Lease if such Person (i) is an Affiliate of Tenant, Manager, or Franchisor or (ii) has been the subject of an Insolvency Event.

1.103 Qualified Manager means a Manager who at the time engaged satisfies thefollowing qualifications: (a) the Manager is a recognized international or national hotel operatorand luxury residential property manager; (b) the Manager or an Affiliate of the Manager has at least 10 years' experience in successfully managing comparable Luxury Apartment projects; (c) neither the Manager nor an Affiliate of the Manager shall be in default that has not been cured under any lease, contract or other agreement with the Landlord, City or any of its boards, departments or agencies; (d) the Manager shall be retained pursuant to a Management Agreement that complies with the provisions of Section 8.3; (e) the Manager has sufficient financial capacity to carry out the performance of its obligations under the Management Agreement; (f) neither the Manager nor an Affiliate of the Manager has been the subject of an Insolvency Event; and (g) neither the transferee nor any Affiliate of the transferee has, within the preceding seven (7) years, been convicted of, or pled guilty to, a felony under state or federal statutes for embezzlement, theft of public funds, bribery, or falsification or destruction of public records.

1.104 Qualified Surety means a corporate surety company, having an Alfred M. Best Company, Inc. rating of "A" or better and a financial size category of not less than "VII" (or, if Alfred M. Best Company, Inc. no longer uses such rating system, then the equivalent or most similar ratings under the rating system then in effect, or if Alfred M. Best Company, Inc. is no longer the most widely accepted rater of the financial stability of insurance companies providing coverage such as that required by this Lease, then the equivalent or most similar rating under the rating system then in effect of the most widely accepted rater of the financial stability of such insurance companies at the time).

1.105 Qualified Transferee means a transferee who at the time of the transfer satisfies the following qualifications: (a) neither the transferee nor an Affiliate of the transferee is in default that has not been cured under any lease, contract or other agreement with Landlord, the City or any of its boards, departments or agencies; (b) neither the transferee nor an Affiliate of the transferee is delinquent in any taxes owed to the City; (c) neither the transferee nor any Affiliate of the transferee has, within the preceding seven (7) years, been convicted of, or pled guilty to, a felony under state or federal statutes for embezzlement, theft of public funds, bribery, or falsification or destruction of public records; (d) neither the transferee nor any Affiliate of the transferee has been the subject of an Insolvency Event; (e) the transferee is an Institutional Buyeror Qualified Manager; and (f) the transferee has a tangible net worth equal to or greater than the Required Net Worth.

1.106 Remedial Work has the meaning set forth in Section 16.2 below.

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1.107 Renovation means the renovation of the Existing Improvements and construction of the Tenant Improvements for the Permitted Uses in accordance with the Project Construction Plans, together with the installations of Tenant's Property and otherwise in accordance with the terms and conditions of the Lease, and all associated landscape and other approved site work, such that on or before the Required Completion Date, the Project shall be open for business to the general public.

1.108 Rent means all amounts owed by Tenant pursuant to any provision of this Lease, including but not limited to the Interim Rent, Base Rent, Percentage Rent and Additional Rent.

1.109 Repairs has the meaning set forth in Section 14.2 below.

1.110 Required Completion Date means the Final Completion of the Renovation, but in no event later than ________.

1.111 Required Net Worth is the greater of (i) Ten Million and No/100 Dollars ($10,000,000) (as adjusted every five (5) years after the Effective Date in accordance with the percentage change in the CPI since the Effective Date) or (ii) a tangible net worth equal to or greater than the tangible net worth of the assignor at the time of the assignment. For purposes hereof, "tangible net worth" means the amount by which the value of assets legally and beneficially owned directly by such Person at such time exceeds the aggregate amount of the liabilities, including any contingent liabilities, of such Person at the time in question.

1.112 Required Rating has the meaning set forth in Section 8.4 below.

1.113 Residential Portion means that portion of the Project comprised of [__] residential units and related amenities for the exclusive use of the residential tenants, as more particularly shown on the Project Construction Plans, as the same may be modified from time to time as permitted herein.

1.114 Sublease means any sublease, license, concession or other agreement granting occupancy or use of the Commercial Space to Third Parties who carry on activities which are part of or ancillary to the Project, as permitted by the provisions of this Lease.

1.115 Substantial Completion means that the Renovation is sufficiently complete, in accordance with the Project Construction Plans approved by Landlord to the extent required under this Lease, and in accordance with all Governmental Requirements and the provisions of this Lease, subject only to minor punch-list items, so that the Leased Premises may be utilized or occupied for its intended use, as evidenced by the issuance of a temporary or permanent certificate of occupancy by the City or an appropriate governmental authority.

1.116 Substantial Completion Date means 18 months after all of the Conditions to Commencement of Construction have either been satisfied or waived by Landlord, as such date may be extended by Force Majeure.

1.117 Taking has the meaning set forth in Section 15.1 below.

1.118 Tenant has the meaning set forth in the Introductory paragraph above.

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1.119 Temporary Taking has the meaning set forth in Section 15.7 below.

1.120 Tenant Equity means the funds initially contributed to the Project by Tenant for payment of Total Project Costs in an amount equal to at least $_______, but excluding any funds secured by liens on the Project.

1.121 Tenant Improvements means all improvements and other constructions made by or on behalf of Tenant, including all renovations, constructions, additions, replacements and modifications permitted or allowed under this Lease, including those made in connection with the Renovation.

1.122 Tenant's Casualty Insurance has the meaning set forth in Section 12.1 below.

1.123 Tenant's Property means all furniture, movable fixtures, equipment, signs, inventory, and other movable property located on the Leased Premises at any time during the Term, whether owned or leased by Tenant, any Third Party or any other Person except Landlordor the City.

1.124 Tenant's Work has the meaning set forth in Section 12.2 below.

1.125 Term has the meaning set forth in Section 4.1 below.

1.126 Third Party means a bona fide independent person, firm or other entity which is not an Affiliate of Tenant, Manager, or Franchisor and which seeks to contract or engage in business with Tenant based upon an arm's length negotiated business transaction.

1.127 Total Project Costs means all costs directly incurred by Tenant through FinalCompletion in connection with the Renovation that conform to the Project Construction Plans in accordance with the terms of this Lease, including the cost of the Tenant Improvements, Tenant's Property, construction, architectural, engineering and design costs and fees, legal fees, contractor’s fees, development fees, Governmental Approvals, due diligence expenses, financing fees, and other transactional costs; provided, however, in no event shall such costs and expenses be paid or internally allocated to Tenant or Affiliates of Tenant.

1.128 Total Taking has the meaning set forth in Section 15.1 below.

ARTICLE IILEASED PREMISES

2.1 Leased Premises. For and in consideration of the payment of Rent and subject to the terms and provisions of this Lease, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Leased Premises. It is expressly understood and agreed that this is acompletely net lease intended to assure Landlord the Rent herein reserved on an absolutely netbasis, and neither Landlord nor the City shall be required to make any expenditure, incur anyobligation or incur any liability of any kind whatsoever in connection with this Lease or the Leased Premises.

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2.2 Peaceable Possession. Landlord warrants that it has all right, power and authority to enter into this Lease and to grant the leasehold estate and other rights granted and conveyed herein, subject only to Permitted Encumbrances. Subject to the terms and provisions of this Lease, Landlord binds itself to maintain Tenant in peaceable possession of the Leased Premises during the Term except from Permitted Encumbrances or encumbrances created or permitted by Tenant or any of its contractors, agents, representatives, invitees, trespassers or Third Parties.

2.3 Condition of the Leased Premises. Landlord has delivered possession of the Leased Premises to Tenant on the Effective Date. Tenant hereby acknowledges that it has or shall be deemed to have: (a) conducted such inspections and investigations of the Leased Premises and the Existing Improvements as it deems necessary or appropriate; (b) examined and investigated to its full satisfaction any and all facts, circumstances and matters relating to the Leased Premises and the Existing Improvements, or otherwise relevant to this Lease; and accepts the Leased Premises in "as is" condition as of the Effective Date. Tenant acknowledges that it has relied solely on its own independent investigation activities, inspections and studies in entering into this Lease, and Tenant has not relied and is not entitled to rely on, and neitherLandlord nor the City are liable for or bound by, any warranties or representations (none being so implied). Tenant further acknowledges that it is not relying on the accuracy of any information or documents previously furnished or hereafter furnished to Tenant by Landlord or any of its agents or representatives. Tenant releases Landlord and the City from any liability that may arise from their actual or constructive knowledge of Tenant's intended use of the Leased Premises, or from Landlord's or the City’s actual or constructive knowledge of the condition of the Leased Premises. No representation or warranty in respect of any documents, reports, studies, information or other materials (including the accuracy or completeness thereof) are or shall be deemed to be made or provided by Landlord, the City or any of their respective agents or representatives and Tenant hereby acknowledges that no representations or warranties, either express or implied, were made by Landlord or the City.

Tenant hereby acknowledges that neither Landlord nor the City has made anywarranty or representation, express or implied, with respect to the condition, quality, repair or fitness or suitability of the Leased Premises for any particular use or purpose, all such warranties being hereby waived and renounced by Tenant, including without limitation, all warranties that the Leased Premises are free from defects or deficiencies, whether hidden or apparent, and all warranties under La. Civ. Code Articles 2692-2704 or any other provision of Louisiana law. Neither Landlord nor the City shall have any duty or obligation to make any alteration, addition, change, improvement, replacement or repair to, or to demolish any buildings or improvements now or hereafter erected or maintained on the Leased Premises. Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the Leased Premises, and waives any defects in the Leased Premises, whether existing on the Effective Date or arising thereafter. Tenant hereby waives all representations and warranties on the part of Landlord pertaining to the condition of the Leased Premises, whether express or implied. Tenant also waives any right Tenant might have as a result of the condition of the Leased Premises (a) to the return of all or any portion of the Rent, (b) to cancel this Lease, or (c) to have Landlord repair or replace all or any part of the property leased.

This Section 2.3 shall survive the expiration or earlier termination of this Lease.

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2.4 Ownership of Improvements. All of the Leased Premises in existence as of the Effective Date are recognized and agreed to constitute property owned or leased by Landlord. Tenant does not and shall not assert any ownership rights in same, its rights being limited to its leasehold interest provided herein.

All Tenant Improvements and other constructions made by or on behalf of Tenant shall constitute the property of Tenant, owned by Tenant, until the expiration or sooner termination of this Lease, and until said expiration or sooner termination, Landlord does not and shall not assert any ownership interest in same. At the expiration or sooner termination of this Lease, all such Tenant Improvements and other constructions will ipso facto become the property of Landlord without payment of any nature or kind. All movable property of Tenant, including Tenant's Property, shall remain the property of Tenant and may be removed at any time by Tenant provided that an Event of Default is not then in effect, and provided the removal thereof does not cause, contribute to or result in Tenant's default hereunder, and further provided that Tenant shall promptly repair any damage to the Leased Premises resulting from the attachment or removal of Tenant's Property or any other movable (personal) property. Upon the termination or expiration of this Lease, and subject to the provisions of Section 20.1 hereof, the Leased Premises and all Improvements shall be surrendered, delivered and/or transferred to Landlord.

ARTICLE IIIUSE

3.1 Permitted Uses. From and after all of the Conditions to Commencement of Construction have been satisfied or waived by Landlord until the Opening of the Project (the "Initial Construction Period"), Tenant shall use and occupy the Leased Premises for the purpose of designing, developing, and constructing the Renovation, and Tenant shall not use the Leased Premises for any other use or purpose whatsoever. During the Initial Construction Period, Tenant shall diligently conduct and/or cause to be conducted the Renovation in accordance with this Lease.

From and after the Opening of the Project, the Leased Premises shall be used solely for a full-service hotel with the Required Rating containing ___ keys and Luxury Apartments with ___ residential units, operated and maintained in accordance with the Operating Standard and containing at least the amenities described in the Project Construction Plans, together with the right to provide additional related, incidental or accessory uses as these uses may change from time to time, including without limitation, one or more restaurants, lounges, shops, boutiques, bars, entertainment facilities, spas, health clubs, information booths and kiosks, or sightseeing information stations, provided that any retail, non-restaurant uses shall not occupy an area in excess of ________ square feet of the Leased Premises in the aggregate (the"Permitted Uses"). The Leased Premises may not be used for any other purpose without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Tenant shall not: (i) cause or permit obnoxious or offensive odors or fumes to emanate or be dispelled from the Leased Premises; (ii) cause or permit the accumulation of garbage, trash, rubbish, or any other refuse in, on, or about the Leased Premises; (iii) create, cause, maintain or permit any public or private nuisance in, on or about the Leased Premises; (iv) use or allow the Leased Premises to be used for any unlawful purpose or for any purpose that violates any easement, restriction, or encumbrance on the Leased

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Premises existing as of the Effective Date; (v) use or allow the Leased Premises to be used in violation of the applicable portions of the Comprehensive Zoning Ordinance ("CZO") of the City or any other Governmental Requirement in effect from time to time; (vi) use or permit any use or condition of the Leased Premises in breach of any insurance policies required hereunder or any insurance provisions of this Lease or in a manner that would make it difficult or impossible to obtain any required insurance at commercially feasible rates; (vii) use or occupy the Leased Premises or permit the Leased Premises to be used or occupied, or do or permit to be done any act or thing upon or within the Leased Premises, in a manner that would give any governmental authority legal grounds to revoke any license, permit or certificate affecting the Project or its operation; (viii) use or allow any use which might materially or adversely affect the reputation of Landlord or the City or for any dangerous or noxious trade or business; or (ix) permit any of the following uses: any so-called "head shops" or other establishment selling or exhibiting drug-related paraphernalia, burlesque-type, striptease, adult-oriented or pornographic entertainment or the sale of pornographic, adult-oriented or obscene or morally offensive materials, T-Shirt Shops (as such term is defined in the CZO), or any unlawful use or any other uses which are not permitted under the CZO or any moratoria then in effect. Tenant shall take, immediately upon the discovery of any such prohibited use, all necessary steps, legal, equitable or otherwise, to compel the discontinuance of such use.

3.2 Grand Opening. Within a reasonable period of time after Opening of the Project, Tenant shall conduct or cause to be conducted a grand opening for the Project and plan and implement such ceremonies as are customary for such grand openings. Tenant shall consult with Landlord regarding such events and shall keep Landlord advised as to all relevant matters relating thereto.

ARTICLE IVCOMMENCEMENT OF TERM

4.1 Term. The term of this Lease (the "Term") shall be for a period of [__] years, commencing on the Effective Date; and, unless sooner terminated as expressly provided herein, ending at 11:59 p.m. New Orleans time on the date immediately preceding the [__] anniversary of the Effective Date.

4.2 Financing Contingency. Promptly following execution of this Lease, Tenant shall diligently proceed, and shall use its best efforts, to obtain Financing and Tenant Equity for the Renovation, in an amount equal to the Total Project Costs (the "Financing Condition"). In the event Tenant fails to obtain written binding commitments for all Financing and Tenant Equity in an amount equal to the Total Project Costs on or before the date which is sixty (60) days from the Effective Date (the "Financing Deadline"), despite Tenant's diligent best efforts, Tenant may terminate this Lease upon written notice to Landlord upon fifteen (15) days after the expiration of the Financing Deadline, and Landlord shall be entitled to retain the Deposit in full as Landlord's sole remedy. Tenant shall pay to Landlord any Rent then due and payable, shall surrender the Leased Premises to Landlord in the condition required pursuant to Section 20.1 below, and shall deliver to Landlord a termination of any memorandum of lease recorded in connection with the provisions of this Lease, and the parties shall thereafter be released from all obligations set forth herein except any such obligations that expressly survive termination. Notwithstanding anything contained in this Lease to the contrary, in no event shall either party

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be liable to the other for any consequential or punitive damages in connection with this Lease. In the event that Tenant fails to terminate this Lease within such 15-day period, then Tenant shall be deemed to have waived the Financing Condition and this Lease shall continue in full force and effect.

4.3 Conditions to Commencement of Construction. Notwithstanding anything contained herein to the contrary, in no event shall Tenant commence the Renovation until all the following "Conditions to Commencement of Construction" have been fully satisfied or waived by Landlord:

(i) There exists no Event of Default;

(ii) Landlord shall have approved the Project Construction Plans as required pursuant to Section 7.2 hereof;

(iii) Tenant shall have obtained and delivered to Landlord all Governmental Approvals;

(iv) Tenant shall have entered into a general contract with the Project Contractor for the Renovation, in form and substance, and reasonably approved by Landlord, and delivered an executed copy thereof to Landlord;

(v) Tenant shall have obtained and delivered to Landlord a performance and payment bond in accordance with the requirements of Section 10.4(d) below, with all premiums paid and with a Qualified Surety, and delivered a copy of same to Landlord;

(vi) Tenant shall have delivered the fully executed Completion Guaranty to Landlord;

(vii) Landlord shall have received written evidence from Tenant, incommercially reasonable form (collectively, the "Evidence of Funds"), confirming that:

(1) The Financing has closed; and

(2) Tenant has, in the aggregate, expended or either (1) placed in an operating account immediately available funds, or (2) provided an equity commitment or assurances reasonably acceptable to Landlord committing to invest Tenant Equity in an amount equal to the difference between the Financing proceeds and the Total Project Costs.

(viii) Tenant shall have provided evidence to Landlord that all insurance required in Article XII is in place;

(ix) Tenant shall have provided evidence to Landlord that it is in compliance with the DBE Plan;

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(x) Tenant shall have provided to Landlord a fully executed copy of the initial Franchise Agreement, together with all exhibits attached thereto, which Franchise Agreement shall be in full force and effect; and

(xi) Tenant shall have delivered to Landlord a fully executed copy of the initial Management Agreement, together with all exhibits attached thereto, which Management Agreement shall be in full force and effect.

Promptly following execution of this Lease, Tenant shall diligently proceed, and shall use its best efforts, to satisfy all of the Conditions to Commencement of Construction.

ARTICLE VRENT

5.1 Non-Refundable Deposit. On the Effective Date, Tenant shall pay Landlord a non-refundable deposit (the "Deposit") equal to [$____________]. The Deposit shall be fully earned by Landlord upon Landlord's execution of this Lease and shall not be refundable for any reason unless Landlord defaults under this Lease which default results in a termination of Tenant's rights hereunder and shall not be applied against any payment of Rent payable under this Lease.

5.2 Interim Rent. Commencing upon the Commencement Deadline through the date preceding the Full Rent Commencement Date, Tenant shall pay Landlord interim rent (the "Interim Rent") equal to [$____________] per month.

5.3 Base Rent. Beginning on the Full Rent Commencement Date throughout the remainder of the Term, Tenant shall pay Landlord minimum base rent (the "Base Rent") in an annual amount equal to [$_____________], payable in equal monthly installments of [$____________], which installments shall be due on the Full Rent Commencement Date and/or the first day of each calendar month thereafter during the Term, subject to adjustment as set forth below. Base Rent shall be adjusted each year throughout the Term on the first day of each Lease Year as follows. Each adjustment shall result in an adjusted annual Base Rent equal to the annual Base Rent for the then expiring Lease Year, plus an amount equal to such annual Base Rent multiplied by the percentage change in the CPI during the previous Lease Year, commencing with the "Old Base Month" and ending with the "New Base Month", calculated in accordance with the following provisions. As used herein, "Old Base Month" shall mean the December 1 which is one (1) month prior to the Full Rent Commencement Date (for the first adjustment made during the Term), and each December 1 thereafter (for all succeeding adjustments), and the "New Base Month" shall mean the December 1 which is one (1) month prior to the first anniversary of the Full Rent Commencement Date (for the first adjustment made during the Term), and each December 1 thereafter (for all succeeding adjustments). The BaseRent for any period provided for above shall never be less than that for the previous period. Theprocess of calculating each CPI adjustment shall commence as of the date that the applicable New Base Month is available and such calculation shall be concluded and the new Base Rent shall be established within thirty (30) days thereof. Tenant shall continue to pay Base Rent in the amount previously in effect until the new Base Rent has been established. Landlord shall provide written notice of the new Base Rent and its method of calculation. Once a new Base Rent is established, Tenant shall pay to Landlord a lump sum equal to the difference between the

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Base Rent actually paid since the beginning of the period when Base Rent was to be adjusted and that which would have been paid had the adjusted amount of Base Rent been known at the commencement of each period. Said lump sum payment shall be due within fifteen (15) days after notice from Landlord, but not later than sixty (60) days after the date that the new BaseRent has been established.

5.4 Percentage Rent. Commencing on the Full Rent Commencement Date, Tenant shall pay percentage rent ("Percentage Rent") consisting of a percentage of Gross Revenues in the amount of ______ percent (__%) of Gross Revenues in excess of the applicable Percentage Rent Threshold Level payable as provided below. The "Percentage Rent Threshold Level"shall be calculated on an annual basis by dividing the Base Rent in effect for such Lease Year by _______ percent (__%) [this is the same % as above].

5.5 Gross Revenue Reports; Payment of Percentage Rent. Beginning on the Full Rent Commencement Date, Tenant shall submit to Landlord monthly and annual written gross revenue reports (the "Gross Revenue Reports") in a form reasonably acceptable to Landlord. The monthly Gross Revenue Reports shall be submitted to Landlord within thirty (30) days after the end of each calendar month. The monthly Gross Revenue Reports shall be certified as being true and correct by Tenant's or Manager's chief financial officer (or a representative with similar responsibilities) and shall describe (a) the Gross Revenues for the immediately preceding month and Lease Year to date, (b) a calculation of Percentage Rent payable in that Lease Year through the date of the report and (c) a calculation of the Capital Reserve Fund payment (as required pursuant to Section 8.13 below). The annual Gross Revenue Reports shall be submitted to Landlord within one hundred and twenty (120) days after the end of each Lease Year. The annual Gross Revenue Reports shall be audited and shall include the Gross Revenues and a calculation of Percentage Rent and the Capital Reserve Fund payment payable for the Project for that Lease Year and shall be certified as true and correct by an independent public accounting firm reasonably acceptable to Landlord.

The monthly and annual Gross Revenue Reports shall be delivered even if no Percentage Rent is due or anticipated. If Percentage Rent is due as reflected on any monthly or annual Gross Revenue Report, Tenant shall pay the amount due to Landlord along with the delivery of the monthly or year-end Gross Revenue Report, together with the Capital Reserve Fund payment due. The annual Gross Revenue Report shall also contain a reconciliation of the Percentage Rent and Capital Reserve Fund payments paid and payable in that Lease Year. If the annual Gross Revenue Report indicates that Tenant underpaid Percentage Rent or Capital Reserve Fund payments for that Lease Year, then Tenant shall pay the amount due along with the delivery of the annual Gross Revenue Report. If the annual Gross Revenue Report indicates that Tenant overpaid Percentage Rent or Capital Reserve Fund payments for that Lease Year, then the amount of the excess payment shall be credited against the next Rent or Capital Reserve Fund payments coming due or, if there are no further Rent or Capital Reserve Fund payments coming due, then Landlord shall refund the excess to Tenant within thirty (30) days after receipt of a written demand therefor.

5.6 Gross Revenue Records and Audits. Beginning on the Full Rent Commencement Date, Tenant shall maintain or cause to be maintained full and accurate books of account from which Gross Revenues, including exclusions and deductions from Gross Revenues,

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can be determined and verified (the "Gross Revenue Records"). The Gross Revenue Records shall be maintained at the Leased Premises, or any other location selected by Tenant and reasonably acceptable to Landlord in New Orleans, Louisiana. For purposes of permitting verification by Landlord of the Gross Revenues reported by Tenant, Landlord or its designated representatives shall have the right, upon reasonable notice to Tenant, to inspect or audit the Gross Revenue Records, including all back-up and supporting documentation. The inspection or audit shall occur on a Business Day during regular business hours. Tenant shall cooperate and assist with the inspection or audit to the extent reasonably necessary to enable Landlord or its designated representatives to conduct a full, complete and useful inspection or audit. If an inspection or audit reveals that Tenant has understated its Gross Revenues in any Lease Year and that Percentage Rent or Capital Reserve Fund payments are due as a result thereof, Tenant shall pay to Landlord the additional Percentage Rent and/ or Capital Reserve Fund payment due. If the inspection or audit reveals that Tenant has overpaid Percentage Rent or Capital Reserve Fund payments, then the excess payment shall be credited against the next Rent or Capital Reserve Fund payments coming due or, if there are no further Rent or Capital Reserve Fund payments coming due, then Landlord shall refund the excess to Tenant within thirty (30) days after receipt of a written demand therefor. If the inspection or audit reveals that Tenant understated its Gross Revenues by more than three percent (3%) in any Lease Year, Tenant shall also pay the actual and reasonable third party cost of the inspection or audit. Tenant shall be obligated to retain Gross Revenue Records for a period of no less than three (3) years after the end of the Lease Year to which they pertain.

5.7 Confidentiality. Landlord and the City shall keep confidential the amount of the Gross Revenues and other confidential financial information disclosed to them by Tenant and which is not otherwise publicly available (other than as a result of a breach hereof), except that Landlord may disclose the amount of the Gross Revenues and other such confidential financial information to the City. Landlord or the City may disclose this information as required by law or, to the extent necessary, to enforce this Lease.

5.8 Payment of Rent. Except as otherwise expressly provided in this Lease, Interim Rent, Base Rent and Percentage Rent shall be payable to Landlord without notice, demand, deduction, or setoff in lawful money of the United States at the address designated by Landlord from time to time. In addition to Interim Rent, Base Rent and Percentage Rent, all other amounts to be paid by Tenant to Landlord under this Lease shall be deemed to be and shall become "Additional Rent" hereunder, whether or not the same is designated as such, and shall be due and payable at the time provided in this Lease, or if no time is provided, within ten (10) days after demand together with any interest that may accrue thereon as provided in this Lease, and Landlord shall have the same remedies for failure to pay Additional Rent as for a non-payment of Interim Rent, Base Rent or Percentage Rent.

Except as otherwise expressly provided in this Lease, the Rent shall be payable in equal monthly installments, in advance, on or before the first day of each calendar month during the Term. If the Term of this Lease begins on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, the monthly installment of Rent for the fractional month shall be prorated in the proportion that the number of days that this Lease was in effect during that month bears to the number of days in the month in question. If the scheduled date for a payment of Rent is not a Business Day, the payment shall be due and

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payable on the next succeeding Business Day. If Tenant makes any payment that is less than thetotal amount due, Landlord may, at its option, either refuse to accept such payment unless and until the total amount due is tendered, or accept the lesser amount without waiving interest or any other amount due or any remedies resulting from non-payment. If Tenant fails to pay an installment of Rent on the date such payment is due or makes any payment that is less than the total amount of Rent due (which partial payment is accepted by Landlord), Landlord shall be entitled to interest on the Rent then due at the Default Rate from the date on which such Rent was due until it is paid in full, compounded monthly. In addition, if Tenant fails to pay the Rent or any portion thereof within fifteen (15) days after the due date therefor, Landlord shall be entitled to a late charge in an amount equal to ten percent (10%) of the Rent then due, in order to compensate Landlord for its administrative and other overhead expenses in addition to the interest on the delinquent Rent set forth in the preceding sentence. Any such late charge or interest payment shall be payable as Additional Rent under this Lease, shall not be considered as a deduction from Percentage Rent and shall be payable immediately on demand. The assessment of interest or a late charge will not create any grace period for the payment of Rent not specifically provided in this Lease or preclude Landlord from exercising any of its default remedies.

ARTICLE VIREPRESENTATIVES AND WARRANTIES

6.1 Tenant Representations and Warranties. Tenant represents and warrants the following:

(i) Tenant is a ______________ duly organized, validly existing, and in good standing under the laws of the state of its formation, has qualified to do business in the State of Louisiana, and has full power to enter into this Lease and execute all documents required hereunder.

(ii) The making, execution, delivery and performance of this Lease by Tenant has been duly authorized and approved by all requisite action of the [member(s)] of Tenant, and this Lease has been duly executed and delivered by Tenant.

(iii) Tenant is not a party to any agreement, or to any lease or other agreement or instrument that could have a material adverse effect on the ability of Tenant or Landlord to carry out their obligations under this Lease.

(iv) Neither the execution and delivery of this Lease nor the consummation of any of the transactions herein or therein contemplated nor compliance with the terms and provisions hereof or thereof will contravene the organizational documents of Tenant nor any Governmental Requirement to which Tenant is subject or any judgment, decree, license, order or permit applicable to Tenant, or will conflict or be inconsistent with, or will result in any breach of any of the terms or the covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of a lien upon any of the property or assets of Tenant pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which Tenant is a party or by which Tenant is bound, or to which Tenant is subject.

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(v) No consent, authorization, approval, order or other action by, and no notice to or filing with, any court or governmental authority or regulatory body or third party is required for the execution, delivery and performance by Tenant of this Lease other than Governmental Approvals with respect to the Renovation.

(vi) This Lease is the legal, valid and binding obligation of Tenant, enforceable against Tenant in accordance with its terms.

(vii) There is no action, proceeding, inquiry or investigation, at law or in equity, before any court, arbitrator, governmental or other board or official, pending or, to the knowledge of Tenant, threatened against or affecting Tenant, any Controlling Person of Tenant, or any of their Affiliates which would (a) materially and adversely affect the validity or enforceability of, or the authority or ability of Tenant under, this Lease to perform its obligations under this Lease, or (b) have a material and adverse effect on the consolidated financial condition or results of operations of Tenant or on the ability of Tenant to conduct its business as presently conducted or as proposed or contemplated to be conducted.

(viii) Tenant is not, and is not acting, directly or indirectly, for or on behalf of, any person or entity named as a "specially designated national and blocked person" (as defined in Presidential Executive Order 13224) on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control, and that such party is not engaged in this transaction, directly or indirectly, on behalf of, and is not instigating or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, nation or entity. Neither Tenant nor its constituents or Affiliates is in violation of any laws relating to terrorism or money laundering, including the aforesaid Executive Order and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56), as amended.

6.2 Landlord Representations and Warranties. Landlord represents and warrants the following:

(i) Landlord is a non-profit public benefit corporation, duly organized, validly existing, and in good standing under the laws of the State of Louisiana, and has full power toenter into this Lease and execute all documents required hereunder.

(ii) The making, execution, delivery and performance of this Lease by Landlord has been duly authorized and approved by all requisite action of the Board of Directorsof Landlord, and this Lease has been duly executed and delivered by Landlord.

(iii) Landlord is not a party to any agreement, or to any lease or other agreement or instrument that could have a material adverse effect on the ability of Landlord or Landlord to carry out their obligations under this Lease.

(iv) Neither the execution and delivery of this Lease nor the consummation of any of the transactions herein or therein contemplated nor compliance with the terms and provisions hereof or thereof will contravene the organizational documents of Landlord nor any Governmental Requirement to which Landlord is subject or any judgment, decree, license, order or permit applicable to Landlord, or will conflict or be inconsistent with, or will result in any

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breach of any of the terms or the covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of a lien upon any of the property or assets of Landlord pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which Landlord is a party or by which Landlord is bound, or to which Landlord is subject.

(v) Other than approval by the City Council and execution by the Mayor of New Orleans, no consent, authorization, approval, order or other action by, and no notice to or filing with, any court or governmental authority or regulatory body or third party is required for the execution, delivery and performance by Landlord of this Lease.

(vi) This Lease is the legal, valid and binding obligation of Landlord, enforceable against Landlord in accordance with its terms, except as limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time.

(vii) There is no action, proceeding, inquiry or investigation, at law or in equity, before any court, arbitrator, governmental or other board or official, pending or, to the knowledge of Landlord, threatened against or affecting Landlord, which would (a) materially and adversely affect the validity or enforceability of, or the authority or ability of Landlord under, this Lease to perform its obligations under this Lease, or (b) have a material and adverse effect on the consolidated financial condition or results of operations of Landlord or on the ability of Landlord to conduct its business as presently conducted or as proposed or contemplated to be conducted.

ARTICLE VIIRENOVATION

7.1 Overview of the Renovation. As additional consideration for this Lease, Tenant agrees to commence and diligently perform the Renovation in accordance with the terms and provisions of this Lease and all Governmental Requirements, all at Tenant's sole cost and expense, such that (i) the Hotel Portion shall be open for business to the general public as an [____________] brand hotel in accordance with the Franchise Agreement and (ii) the Residential Portion shall be open for business to the general public as Luxury Apartments, thereby enhancing the riverfront and Central Business District of the City of New Orleans. The Projectshall have a Total Project Cost of at least $___________. Notwithstanding the foregoing or anything herein to the contrary, the Project shall also have the amenities and operate in a manner consistent with Comparable Projects and the Operating Standard.

7.2 Plans. On or before the date set forth in the Project Construction Schedule,Tenant shall submit to Landlord for Landlord approval the schematic design plans (the "ProjectSchematic Plans") for the Renovation showing all elements of the Renovation and in conformance with the Operating Standard, to be prepared by a Qualified Architect selected by Tenant (the "Project Architect"). Tenant agrees to notify Landlord of the name of the Project Architect selected by it and any successor or substitute Project Architect. Landlord's consent shall not be required so long as the Project Architect is a Qualified Architect, and Tenant delivers satisfactory evidence to Landlord demonstrating such qualifications. Within thirty (30) days

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after receipt, Landlord shall notify Tenant of any objections it may have to the Project Schematic Plans. After approval of the Project Schematic Plans, Tenant shall not change the ProjectSchematic Plans if such change would result in an expenditure in excess of $_______ each or $________ in the aggregate without Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. On or before thirty (30) days after approval of the Project Schematic Plans, Tenant, at Tenant's sole cost and expense, shall cause the Project Architect to prepare complete construction documents for the Renovation (the "ProjectConstruction Plans") in conformity with the Project Schematic Plans. Tenant shall deliver a copy of the Project Construction Plans to Landlord for Landlord's review. Within thirty (30)days after receipt, Landlord shall notify Tenant of any objections it may have to the ProjectConstruction Plans, provided Landlord's objections shall be limited to matters in the ProjectConstruction Plans that are not consistent with or addressed by the Project Schematic Plans. Tenant may make changes to the Project Construction Plans without Landlord's consent, provided Landlord's consent shall be required for any changes that are not in conformity with the Project Schematic Plans, and provided that Tenant shall give Landlord a copy of the revised Project Construction Plans. Landlord and Tenant agree to work together, diligently and in good faith to resolve Landlord's objections. If Landlord fails to object to a request for approval of the Project Construction Plans or any changes thereto within thirty (30) days after receipt of the request, then the request shall be deemed to have been approved.

Any contract or agreement between Tenant and any architect, design professional or contractor, including without limitation, the Project Architect and Project Contractor, in connection with the Renovation shall provide, in form and content reasonably satisfactory to Landlord, for the assignment thereof to Landlord upon any termination of this Lease. If this Lease is terminated as a result of an Event of Default, Landlord may, at its election, use any plans and specifications, including the Project Construction Plans, prepared by such architect, design professional or contractor, upon payment of any sums due to any party thereto. The assignment provided herein shall be subordinate to the security interest, if any, of any Leasehold Mortgagee.

7.3 Construction. Tenant, at Tenant's sole cost and expense, shall commence and diligently perform the Renovation in accordance with the Project Construction Schedule, time being of the essence, in accordance with the Project Construction Plans and the provisions of this Article VII and Section 10.4 of this Lease, through one or more Qualified Contractors selected by Tenant (the "Project Contractor"), and in a safe and secure manner. Tenant agrees to notify Landlord of the name of the Project Contractor and any successor or substitute ProjectContractor, and provide Landlord with a copy of the fully executed construction contract for construction of the Renovation. Landlord's consent to the Project Contractor or the construction contract is not required so long as the Project Contractor is a Qualified Contractor and Tenant provides satisfactory evidence to Landlord demonstrating such qualifications, and the construction contract is in compliance with the requirements of this Lease with respect to the Renovations. Once the Commencement of Construction has occurred, Tenant shall prosecute completion of the Renovation diligently and in good faith. At all times during performance of the Renovation, Tenant shall maintain or cause to be maintained, the Leased Premises in a clean and orderly manner, and remove all trash and other debris from the Leased Premises. Subject to delays caused by Force Majeure, the Renovation shall be Substantially Complete on or before the Substantial Completion Date, and Finally Complete on or before the Required Completion

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Date. Tenant shall notify Landlord of the date of the Commencement of Construction, and shall keep Landlord apprised of the progress of the Renovation by delivering written reports of same not less than monthly. Within thirty (30) days after Final Completion of the Renovation, Tenant shall deliver to Landlord a complete copy of the final as-built Project Construction Plans and copies of all final certificates of occupancy for the Project, and a copy of any temporary certificate of occupancy prior to the Opening of the Project.

Landlord may, from time to time during the Renovation, during normal business hours and in a commercially reasonable manner, visit and inspect the Project, the material to be used therein, contracts, records, plans, specifications (including without limitation the Project Construction Plans) and similar documents pertaining to the Renovation, whether kept at Tenant's offices, at the Leased Premises or elsewhere. Tenant shall invite Landlord to participate in all scheduled meetings and conference calls between representatives of Tenant and the Project Contractor with respect to the Renovation. Upon request, Landlord shall have the right to receive copies or digital files of drawings, plans, and any work product produced by the ProjectArchitect or the Project Contractor; provided, however, that Landlord's right of use with respect to such drawings, plans, and work product shall not exceed Tenant's right of use with respect to the same, as governed by the construction contract and architect's agreement. Landlord shall have the right to provide input to Tenant with respect to all aspects of the Project Contractor's performance. Notwithstanding the foregoing, Tenant acknowledges and agrees that Landlord has no duty to inspect the Renovation or any matter pertaining thereto, and if Landlord should inspect the Renovation or any matter pertaining thereto, Landlord shall have no liability or obligation to Tenant or any other party arising out of such inspection. No such inspection nor any failure by Landlord to make objections after any such inspection shall constitute a representation by Landlord that the Renovation is in accordance with the Project Construction Plans or any other requirement or constitute a waiver of Landlord's right thereafter to insist that the Renovation be performed in accordance with the Project Construction Plans or any other requirement.

7.4 Permits, Licenses and Approvals. Promptly after completion of the Project Construction Plans, Tenant, at Tenant's sole cost and expense, shall apply for and diligently pursue all permits, licenses and other approvals which are legally required or are desired by Tenant for the construction, operation and use of the Project, including without limitation, all zoning approvals and building permits (collectively, the "Governmental Approvals"). The City and Landlord agree, upon the request of and at the sole cost and expense of Tenant, to execute reasonably necessary applications required of an owner of property solely ministerial in nature to permit Tenant to submit such applications, provided neither Landlord nor the City shall have any further obligations to Tenant with respect thereto. Notwithstanding the foregoing, the execution of any documents by the City shall apply only to acts by it in its private capacity as property owner, and not in its governmental capacity. Nothing herein shall obligate the City to issue any permit, license or approval in its governmental capacity that it would not otherwise issue if not for the terms of this Section.

7.5 Landlord's Termination Right. In the event the Commencement of Construction of the Project has not occurred on or before the date which is six (6) months from the Effective Date (the "Commencement Deadline"), or Substantial Completion has not occurred by the Substantial Completion Date, or the Opening of the Project has not occurred by

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the Required Completion Date, Landlord shall have the right to terminate this Lease. If Landlord elects to exercise this termination right, Landlord shall send a written notice of termination to Tenant. Tenant shall have sixty (60) days after receipt of the notice within which to cause Commencement of Construction of the Project, Substantial Completion or the Opening of the Project, as applicable, to occur, in which event Landlord's termination shall be deemed to have been rescinded and this Lease shall continue in accordance with its terms. This Lease shall terminate unless Commencement of Construction, Substantial Completion or the Opening of the Project actually occurs, as applicable, within the sixty (60) day period.

In the event this Lease is terminated as permitted in this Section 7.5, Landlord shall retain the Deposit and Interim Rent in full and Tenant shall pay to Landlord any Rent then due and payable, and shall surrender the Leased Premises to Landlord in the condition required pursuant to Section 20.1 below, shall deliver to Landlord a termination of any memorandum of lease recorded in connection with the provisions of this Lease, and the parties shall thereafter be released from all obligations set forth herein except any such obligations that expressly survive termination. Notwithstanding anything contained in this Lease to the contrary, in no event shall either party be liable to the other for any consequential or punitive damages in connection with this Lease. Without limiting the generality of the foregoing, Tenant shall have no claim for payment of any costs or expenses incurred by it in connection with this Lease. Landlord's termination right under this Section 7.5 shall be without prejudice to Landlord's rights under the Completion Guaranty, it being acknowledged and agreed that Final Completion of the Renovation is owed by the Guarantor under the Completion Guaranty as a separate obligation, independent of the existence of this Lease.

7.6 DBE. In accordance with the requirements of Landlord and the City, Tenant agrees to comply, and to cause the Project Contractor to comply with the DBE Plan attached hereto as Exhibit B during the Renovation. Tenant shall provide all documentation and reporting as reasonably required by the City of New Orleans Office of Supplier Diversity promptly following request.

ARTICLE VIIIOPERATION AND MANAGEMENT

8.1 First Class Operations; Operating Standard. Pursuant to the provisions of Article VII above, Tenant shall complete the Renovation and open (i) the Hotel Portion as a [____________] branded hotel in accordance with the Franchise Agreement and (ii) the Residential Portion as [_____ branded] Luxury Apartments. From and after the Opening of the Project and continuing throughout the remaining Term of this Lease, Tenant shall operate the Project at all times in a first class manner pursuant to the Management Agreement and the Franchise Agreement and consistent with or better than the Operating Standard. The "flag" under which the Project will be operated shall be subject to Landlord's approval, which approval will not be unreasonably withheld so long as the "flag" is equal to or greater than the Required Rating and its franchisor is a Qualified Franchisor. Nothing contained in this Section 8.1 shall be deemed to relieve Tenant of any other obligations under this Lease, including without limitation Tenant's ongoing obligations of maintenance and repair. If at any time during the Term, the Project is not in compliance with the Operating Standard, Tenant shall promptly commence and thereafter continue to diligently pursue to completion such acts as are necessary to cure such

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violation as soon as reasonably possible, and in any event, within six (6) months following receipt of notice from Landlord to Tenant of such violation; provided, however, that no cure period shall apply to extend the 18 month deadline to complete the Renovation. Tenant agrees to perform such capital improvements and replacements to the Project and the individual rooms, apartment units and the Commercial Space as shall be necessary to continuously meet the Operating Standard, such as providing updated finishes, appliances and other Tenant's Property, and new and updated amenities from time to time during the Term. Tenant acknowledges that maintaining the Operating Standard as required herein will require the expenditure of additional capital from time to time, and Tenant agrees to expend such capital as required to maintain compliance with the Operating Standard.

8.2 Maximize Gross Revenues. From and after the Opening of the Project and continuing throughout the remaining Term of this Lease, Tenant shall use reasonable commercial efforts to maximize the Gross Revenues from the operation of the Project in a manner consistent with the standards of Comparable Projects. However, this obligation shall not override the primary obligation in this Lease to operate the Project in a first class manner and in accordance with the Operating Standard.

8.3 Manager. Commencing prior to the Opening of the Project and continuing thereafter for the entire Term, Tenant will engage and at all times retain a Qualified Manager to operate the Project pursuant to the terms of a Management Agreement that meets the requirements set forth in this Lease. Tenant may delegate to the Manager some or all of its duties and obligations under this Lease. The Manager shall carry out its duties and obligations in a manner consistent with the operation of Comparable Projects and in accordance with the provisions of this Lease. Notwithstanding this delegation of responsibility, Tenant shall remain primarily responsible for the performance of all obligations and liabilities under this Lease and this approval of the delegation to the Manager shall not in any way relieve Tenant of its obligations and liabilities under this Lease.

The initial Manager shall be subject to the approval of Landlord, which approval will not be unreasonably withheld so long as the initial Manager meets the requirements of a Qualified Manager. Each Manager engaged by Tenant to manage the Project must be a Qualified Manager at the time of its engagement by Tenant, and at all times during the term of its Management Agreement. In the event (i) any Manager ever ceases to be a Qualified Manager or (ii) Tenant ever proposes a new Manager that is not a Qualified Manager, Tenant must first obtain the approval of Landlord as to any such Manager. With respect to any change of the Manager, Tenant shall provide Landlord with thirty (30) days prior written notice before the proposed successor is retained by Tenant, including a copy of the proposed management agreement with the proposed successor manager and sufficient information about the proposed successor Manager to demonstrate that the successor Manager is a Qualified Manager. Landlord's approval shall not be required so long as the Manager is a Qualified Manager.

The Management Agreement shall contain provisions that (i) require the Manager to deliver to Landlord a copy of all notices of default and notices of termination that it sends to Tenant simultaneously with sending those notices of default and notices of termination to Tenant, (ii) permit Landlord to cure Tenant's defaults under the Management Agreement within the period provided to Tenant for the cure of those defaults under the Management Agreement

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(provided Landlord shall have no obligation to cure any such default), (iii) allows Landlord, at its option, to continue the Management Agreement in effect in accordance with the terms thereof after termination of this Lease, provided Landlord cures any default thereunder that can be cured by the payment of money and continues to abide by the terms and conditions thereof, (iv) requires the Manager to operate and maintain the Project in accordance with the Operating Standard and the other provisions of this Lease, (v) requires Manager to provide to Landlord copies of any reports and plans submitted to Tenant or its Affiliates or lenders pertaining to the financial performance of the Project, including the Gross Revenue Reports, annual budget and capital improvements plans, or similar items, and (vi) permits Landlord to inspect, during normal business hours Manager's Books and Records pertaining to the Project. Notwithstanding anything contained herein to the contrary, Landlord shall have the right to terminate, or to require Tenant to terminate, the Management Agreement if (a) an Event of Default has occurred, (b) an Insolvency Event with respect to the Manager has occurred or (c) a material default by Manager occurs under the Management Agreement and is not cured within the cure period provided therein. Tenant shall thereafter promptly replace the Manager with a Qualified Manager pursuant to a Management Agreement meeting the requirements set forth in this Lease.

Throughout the Term, Tenant shall promptly enforce the performance and observance of all of the covenants required to be performed and observed by Manager under the Management Agreement, and shall not commit any breach or default under any Management Agreement. No Management Agreement shall be amended in a manner that deletes or amends the provisions required to be included by this Lease without Landlord's prior consent. Tenant will promptly deliver to Landlord a copy of all notices of default and notices of termination received from the Manager and it will give Landlord a copy of all notices of default and notices of termination that it gives to the Manager simultaneously with giving this notice of default or notice of termination to the Manager. In the event that Landlord exercises any cure right afforded to Landlord under a Management Agreement, all expenses, costs and fees incurred by Landlord in connection therewith shall be deemed "Additional Rent."

8.4 Franchise Agreements. In accordance with the requirements of Section 8.1, the Hotel Portion shall at all times be operated pursuant to a Franchise Agreement. Tenant shall promptly provide Landlord with a copy of each Franchise Agreement promptly upon execution but in any event with respect to the initial Franchise Agreement, prior to the Commencement of Construction, and all amendments, modifications, updates and replacements thereof promptly upon execution, together with all related documentation evidencing the standards of operation and maintenance required under the Franchise Agreement. Tenant shall also promptly provide Landlord with copies of all quality assurance reports and similar evaluations produced by or on behalf of the Franchisor. The Franchisor must be a Qualified Franchisor at all times during the Term. In the event (i) any Franchisor ever ceases to be a Qualified Franchisor or (ii) Tenant ever proposes a new Franchisor that is not a Qualified Franchisor, Tenant must first obtain the approval of Landlord as to any such Franchisor. With respect to any change of the Franchisor, Tenant shall provide Landlord with thirty (30) days prior written notice before the proposed successor is retained by Tenant, including a copy of the proposed successor franchise agreement and sufficient information about the proposed successor Franchisor to demonstrate that the proposed successor Franchisor is a Qualified Franchisor. Landlord's approval shall not be required so long as the Franchisor is a Qualified Franchisor.

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The Franchise Agreement shall contain provisions that (w) require Tenant to maintain the Hotel Portion in accordance with the Operating Standard and with a AAA Four-Diamond rating, or in the event such rating system is discontinued, a comparable designation under a comparable rating system performed by a globally recognized hotel rating company based on rating guidelines comparable to AAA Diamond Rating Guidelines and requiring unannounced on-site property evaluations not less than once a year (the "Required Rating"); (x) require the Franchisor to deliver to Landlord a copy of all notices of default and notices of termination that it sends to Tenant simultaneously with sending those notices of default and notices of termination to Tenant; (y) permit Landlord to cure Tenant's defaults under the Franchise Agreement within the period provided to Tenant for the cure of those defaults under the Franchise Agreement and the right, but not the obligation, to take such actions as are necessary or appropriate in connection with the cure of any monetary or non-monetary default of Tenant, as franchisee under a Franchise Agreement, and (z) provide that Landlord's rights in connection therewith shall not be limited in any way by the rights afforded to Tenant under this Lease. In the event that Landlord exercises any cure right afforded to Landlord under a Franchise Agreement, all expenses, costs and fees incurred by Landlord in connection therewith shall be deemed "Additional Rent." Landlord shall have the right to approve any change to the standards of operation and maintenance set forth in this Lease and upon such approval, Tenant shall continuously operate or cause the operation of the Project in a first class manner consistent with such approved standards of operation and maintenance. Nothing in this Section shall be deemed to relieve Tenant of any other obligations under this Lease, including without limitation Tenant's ongoing obligations of maintenance and repair.

8.5 Continuous Operations. From and after the Opening of the Project and continuing throughout the remaining Term of this Lease, Tenant shall continuously operate the Project, or cause the same to be operated by a Qualified Manager and/ or Qualified Franchisor, twenty-four hours a day, 365 days a year. Tenant shall require all of its commercial tenants and licensees to maintain minimum operating hours that are consistent with other such commercial businesses or services in Comparable Projects. Notwithstanding anything to the contrary, Tenant may temporarily cease to operate all or any portion of the Project (i) during the period following any Casualty, Taking or other exercise by a governmental authority of the power of eminent domain to the extent and only to the extent necessary in the reasonable judgment of Tenant in order to repair and restore the Project, and (ii) in order to diligently construct Alterationsconsistent with industry standards or replacements and repairs required by this Lease, provided that (x) such cessation of all or substantially all of the Project operations shall not last more thansix (6) months without Landlord's consent, (y) Tenant shall proceed with such Alterationscontinuously and with reasonable diligence during such period and in accordance with the provisions of this Lease and (z) Tenant shall provide Landlord with at least thirty (30) days prior written notice of any such closing and shall consult with Landlord with respect to the reasons for such closing. Except as expressly set forth herein, no cessation of operations by Tenant pursuant to this Section shall relieve Tenant of any obligations under this Lease (including, without limitation, the obligation to pay Rent applicable to any period of closing).

8.6 Trade Name and Trademarks. The name of the Franchisor or Tenant, whether used alone or with another word or words, and any trade names, trademarks, symbols, logos or designs of the Franchisor or Tenant that may be used from time to time at the Project, including in connection with any restaurants, retail stores and other facilities, shall remain the exclusive

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property of the Franchisor or Tenant or other owner thereof. Nothing contained herein shall confer upon Landlord the right to use these trade names, trademarks, symbols, logos or designs. Upon the termination of this Lease, the use of the name, trade names, trademarks, symbols, logos and designs shall immediately end unless otherwise agreed by the Franchisor or other licensor. In case of a breach of this provision by Landlord or anyone claiming through Landlord, Tenant's sole remedy shall be injunctive relief. This section shall survive the termination of this Lease.

8.7 Signs. Subject to compliance with applicable Governmental Requirements and Landlords' prior written consent, which consent will not be unreasonably withheld, conditioned or delayed, Tenant shall have the right to construct and affix signs on the Leased Premises and the Improvements. All signs shall remain the property of the Tenant, Franchisor, or any other owner thereof, and, upon termination of this Lease, Tenant shall remove the signs from the Leased Premises. Tenant shall effect such removal prior to termination of this Lease, and shall repair any damage to the Leased Premises and Improvements caused by such removal. The removal shall be accomplished in a workmanlike manner leaving the Leased Premises and Improvements in a presentable condition and appearance.

8.8 Compliance with Governmental Requirements. Tenant shall comply with all Governmental Requirements applicable to the possession, use, occupancy, development and operation of the Leased Premises, provided that this provision shall not operate or be construed to prohibit Tenant from contesting in good faith the validity, enforceability or applicability of any Governmental Requirement, by appropriate administrative, judicial or other means, as long as (i) the governmental entity seeking to enforce or apply such Governmental Requirement is stayed from doing so during the pendency of Tenant's good faith contest of the validity, enforceability or applicability of such Governmental Requirement, (ii) Tenant proceeds in compliance with all procedures required by applicable governmental authorities in connection with such contest, (iii) Tenant proceeds diligently and (iv) such delay in compliance is not likely to affect the structural integrity of the Improvements or otherwise cause harm to Persons orproperty.

8.9 Inspection of Books and Records. From time to time, and at reasonable intervals, Landlord shall have the right to inspect all books of account, records, documents, leases, Subleases and other documents or matters relative to the business conducted at or about the Leased Premises or otherwise under this Lease (collectively, the "Books and Records"), for the purpose of assuring that Tenant is in compliance with the public purposes, objectives and covenants and conditions contained herein, including all payments required to be made to Landlord hereunder. Any such inspection shall be conducted at Tenant's business premises in New Orleans, Louisiana or the Leased Premises, during normal business hours, after reasonable written notice thereof. Further, without limiting Landlord's direct right to inspect Manager's Books and Records pursuant to Section 8.3 above, Tenant shall exercise any and all rights of Tenant to inspect any Manager's Books and Records pursuant to any Management Agreement for the Project as may be requested by Landlord from time to time, and shall furnish Landlord with such information as Landlord may request in connection therewith.

8.10 Landlord's Entry and Inspection Rights. Landlord shall have the right at all reasonable times, upon reasonable notice, or at any time in the event of any emergency (without the requirement of notice), to enter upon the Leased Premises for purposes of (i) inspection,

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(ii) making repairs that Landlord has the right to make pursuant to the provisions of this Lease, (iii) determining whether Tenant is complying with the terms and provisions of this Lease, and(iv) exercising Landlord's right to review the Books and Records and all other rights of Landlord under this Lease. Landlord shall use reasonable efforts to minimize interference with the operation of business within the Project during any such inspections. Tenant shall have the right to have a representative accompany Landlord during its inspection of the Leased Premises. Landlord shall be allowed to take all material into and upon the Project that may be required for the repairs above mentioned as the same is required for such purpose, without the same constituting an eviction of Tenant in whole or in part and the Rent shall in no way be abated while said repairs are being made by reason of loss or interruption of the business of Tenant because of the prosecution of any such work. In performing any repairs, Landlord agrees to use reasonable efforts to minimize to the extent practicable any disruption of or interference with theoccupancy, business or operation of Tenant or any Third Party; provided that nothing contained herein shall require Landlord to perform such repair, or to perform such repair on an overtime or premium paid basis.

8.11 Trash and Garbage Disposal. Tenant shall at its expense arrange for and cause pick up and/or disposition away from the Leased Premises of all trash and garbage generated by or through its operations on a regular basis and Landlord shall have no responsibility therefor.

8.12 Utilities and Other Services. Landlord shall not be obligated to furnish or pay for any utilities or services for the Leased Premises. All such utilities and other services required by Tenant shall be obtained by Tenant at Tenant's sole cost and expense. Tenant shall also procure or cause to be procured without cost to Landlord, any and all necessary permits, licenses or other authorizations required for the lawful and proper installation and maintenance upon the Leased Premises of wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any such utilities and service to and upon the Leased Premises. Tenant shall obtain all utilities and other services directly from public utility and other companies serving the Leased Premises. Tenant shall pay, or cause to be paid, for all gas, electricity, sewerage, water, light, heat or power, telephone or other communication service used, rendered or supplied upon or in connection with the Leased Premises throughout the Term or that shall be used or consumed to heat, cool, light, illuminate, or otherwise power the Leased Premises and outside lighting and signs for the Project or on or surrounding the Leased Premises (excluding the costs of municipal street lighting) or otherwise delivered thereto. All utility services shall be metered and installed in the name of Tenant, and Tenant shall pay all deposits for and costs of said utilities. No interruption or malfunction of any utility services shall constitute an eviction or disturbance of Tenant's possession of the Leased Premises or a breach of the covenant of quiet enjoyment, no such interruption or malfunction shall result in any abatement or reduction in the Rent due under this Lease, and Landlord shall have no liability or responsibility therefor.

8.13 Capital Replacement Fund. In order to assist Tenant in having funds available to comply with the Operating Standard and other provisions of this Lease throughout the Term (but without limiting those obligations), Tenant shall establish and maintain a reserve fund (the “Capital Reserve Fund”), which shall be a separate account, segregated from other funds of Tenant. Commencing on the Full Rent Commencement Date and continuing throughout the Term, Tenant shall, on a monthly basis, deposit an amount equal to (i) ________ percent (____%) of the Gross Revenues from the Hotel Portion, as reflected on the Gross Revenue

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Report for such month, and (ii) [$_____] per unit for each unit in the Residential Portion (as adjusted every five (5) years after the Effective Date in accordance with the percentage change in the CPI since the Effective Date), into the Capital Reserve Fund. The certified Gross Revenue Reports submitted pursuant to Section 5.5 above shall include the calculation of deposits required under this Section 8.13. All interest on the Capital Reserve Fund shall be added to the Capital Reserve Fund, but shall not be treated as a credit against, or otherwise reduce, the deposits required to be made by Tenant hereunder. If any payment to the Capital Reserve Fund is not paid within ten (10) days after the due date, Tenant shall, in addition to the amount due, pay into the Capital Reserve Fund interest on such unpaid amount at the Default Rate from the date on which such payment was due until it is paid in full, compounded monthly. The annual amount required to be deposited into the Capital Reserve Fund pursuant to the preceding sentence shall be adjusted each year on each anniversary of the Full Rent Commencement Date in accordance with the percentage change in the CPI during the previous year, subject to the same limitations and calculated in accordance with the provisions of Section 5.3 above.

To the extent Tenant's lender requires a separate account for the purpose of funding capital maintenance and improvements for the Project, such account shall satisfy the Capital Reserve Fund requirements of this Section 8.13, provided that in no event shall such lender-required account be maintained at levels less than what is required pursuant to this Section 8.13 and in no event shall Tenant request any disbursement from such account for any purpose other than making capital improvements and upgrades required to maintain the Projectin accordance with the Operating Standard. Tenant shall deliver to Landlord a fully executed copy of the document(s) that govern any lender-required account described in this paragraph, and Tenant agrees to promptly provide Landlord with all amendments, modifications and replacements of such agreement.

Tenant agrees to promptly provide Landlord with evidence of the establishment of the Capital Reserve Fund. Upon Landlord's request from time to time, Tenant shall provide Landlord information concerning the funds in the Capital Reserve Fund, deposits therein and disbursements therefrom. All funds in the Capital Reserve Fund, whether maintained pursuant to this Section 8.13 or a lender agreement contemplated hereby, shall be used only for the purpose of making capital improvements and upgrades required to maintain the Project in accordance with the Operating Standard, as necessary from time to time. Tenant shall provide written notice to Landlord of all withdrawals from the Capital Reserve Fund when made. Tenant acknowledges and agrees that the Operating Standard obligations of this Lease may require Tenant to spend more than the amount then in the Capital Reserve Fund and Tenant shall make all such expenditures as may be required.

To secure payment of any costs incurred or other damages or loss that Landlord may suffer by reason of a breach of Tenant's obligations under Section 10.1 of this Lease, Tenant hereby grants Landlord a first priority continuing security interest in the Capital Reserve Fund. Tenant agrees to execute such instruments as Landlord may reasonably request to evidence and perfect Landlord's security interest therein, including without limitation an account pledge and control agreement, and irrevocably authorizes Landlord to file such financing statements, amendments thereto and continuations thereof as may be necessary or appropriate in connection therewith. Upon a default of Tenant's obligations under Section 10.1, Landlord may, as an additional remedy hereunder and not in lieu of any other remedy hereunder or at law, apply or

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cause to be applied all or any portion of the then-current balance of the Capital Reserve Fund against the cost of curing Tenant's default.

ARTICLE IXPARKING

9.1 Parking Agreement. Landlord and Tenant acknowledge the execution and delivery of the Parking Agreement simultaneously with the execution and delivery of this Lease,which Parking Agreement grants unto Tenant, Manager, Franchisor and their respectiveemployees, agents, licensees, guests and invitees parking spaces in the Parking Facility for use in connection with the Project, all as more fully set forth and subject to the terms and conditions contained therein. Tenant has entered into an agreement with Hilton with respect to the use of parking spaces during the period from the Opening of the Project until the commencement of the term of the Parking Agreement, a fully executed copy of which has been provided to Landlord.

Tenant acknowledges and agrees that any and all revenue generated by Tenant hereunder from Third Parties, or guests, subtenants or other invitees to the Project as a result of the Parking Agreement, use of the Parking Facility or any parking spaces contained therein, valet parking services, or any other services rendered in connection with the Parking Facility or any parking spaces contained therein shall be included within Gross Revenues, except for the actual amount both payable and paid by Tenant to Landlord or its designee as Parking Charges (as such term is defined in the Parking Agreement). It is especially acknowledged and understood that the Parking Charges payable pursuant to the Parking Agreement shall not be considered as Rent hereunder, and that the Parking Charges shall not be included within Gross Revenue to the extent that it is actually payable and paid to Landlord or its designee pursuant to the provisions, terms and conditions of the Parking Agreement.

9.2 Mortgage on Parking Agreement/Termination of Parking Agreement. Landlord and Tenant acknowledge that Tenant may encumber its interest under the Parking Agreement solely in connection with Leasehold Mortgages permitted pursuant to this Lease, and solely for the purpose of assuring that the holder of such Leasehold Mortgage shall have certain rights to take over the Parking Agreement in the event of any foreclosure of its interest under such Leasehold Mortgage. Under no circumstances may Tenant's interest under the Parking Agreement be mortgaged, transferred or assigned, except contemporaneously with a permittedLeasehold Mortgage, assignment or transfer of Tenant's interest under this Lease or except pursuant to a simultaneous foreclosure by or transfer in lieu of foreclosure to a Leasehold Mortgagee pursuant to a Leasehold Mortgage permitted hereunder. Furthermore, any such mortgage, transfer or assignment of Tenant's interest under the Parking Agreement must be in favor of the same party to whom Tenant's interest under this Lease is mortgaged, transferred or assigned. It is the intention of the parties that Tenant shall have all rights and obligations which arise under the Parking Agreement, as amended, in order to provide for the availability of parking spaces which are necessary for the Project. However, all obligations of the Tenant under the Parking Agreement, including the obligation to pay all amounts required thereunder, shall remain independent obligations of Tenant, for so long as the Parking Agreement is in effect. Landlord shall have the right to terminate the Parking Agreement upon the expiration or earlier termination of this Lease, or any time thereafter (subject to any specific rights which may be granted to a Leasehold Mortgagee to obtain a New Lease hereunder or a new Parking Agreement

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pursuant to the provisions of the Parking Agreement. Further, Landlord shall have the right to terminate the Parking Agreement in the event that the tenant under the Parking Agreement is not the same entity as the Tenant under this Lease, or as otherwise provided in the Parking Agreement.

ARTICLE XMAINTENANCE, REPAIRS AND ALTERATIONS

10.1 Maintenance and Repairs. Throughout the Term of this Lease, Tenant, at Tenant's sole cost and expense, shall keep and maintain the Leased Premises and theImprovements (including the foundation, the roof, building, interior and exterior wall repairs (ordinary and structural) and life safety systems) in good condition, order and repair, consistent with the Operating Standard, and with Tenant being solely responsible to perform all maintenance, repairs, and replacements and to make all necessary interior or exterior structural or non-structural refurbishments, additions, or improvements that may be necessary from time to time to maintain the Project clean, attractive, and in accordance with the Operating Standard, but in all events in conformity with all Governmental Requirements and all insurance requirements. In all events Tenant shall keep and maintain the entire Project in a clean, sanitary, orderly and attractive condition, free from weeds, rubbish and debris. Landlord shall have no responsibility for maintenance, repair or replacements to the Project or any part thereof, and Tenant hereby assumes the full and sole responsibility for the condition, operation, security, repair, replacement, maintenance and management of the Project during the Term.

10.2 Inspections by Landlord. Landlord may, at Landlord's expense, make or cause to be made during the Term of this Lease from time to time inspections of the Improvements to determine whether Tenant is maintaining the Improvements in the condition as required by this Lease, and in the case of an emergency (e.g., a condition presenting imminent danger to the health or safety of Persons or to property), or following any notice given under this Section, making any necessary repairs or maintenance to the Leased Premises and Improvements. If anyinspection reveals that further maintenance, repairs and/or replacements of the Improvements are required, Landlord shall provide Tenant with a written description of the required maintenance, repairs and/or replacements and Tenant shall complete the maintenance, repairs and/or replacements to the reasonable satisfaction of Landlord within thirty (30) days after the receipt of such description from the Landlord, or such later date as may be required based on the nature and scope of the proposed maintenance, repairs and/or replacements. In the event Tenant fails to maintain or repair the Leased Premises, the Improvements or any part thereof as required in this Lease, Landlord may perform such maintenance or repair and Tenant shall reimburse Landlord for all costs incurred in connection therewith, plus interest at the Default Rate.

10.3 Alterations. After Substantial Completion of the Renovation, Tenant shall have the right, at its sole cost and expense, to make Alterations to the Improvements on the Leased Premises, except Landlord's prior written consent shall be required for a Material Alteration. In no event shall any Alteration result in the demolition of the Improvements or any part thereof. A "Material Alteration" is an Alteration that (a) results in the quality and operating standards of the Project no longer being consistent with or better than that of a Comparable Project and in accordance with the Operating Standard; (b) results in the reduction of the number of hotel rooms in the Project below the number of keys set forth in the definition of Hotel Portion or the

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number of apartment units below the number of units set forth in the definition of Apartments Portion; (c) affects the structural portions of the Improvements, including without limitation, exterior walls, façade, roof, foundation or the building core or exterior; (d) affects the mechanical, electrical, plumbing, life safety and/or other systems and components of the Improvements; or (e) any other Alteration that results in changes to the Project that prevent the use or operation of the Project in a manner required by the terms of this Lease. Landlord's consent shall not be required for an Alteration that is not a Material Alteration.

When Tenant seeks Landlord's consent to a Material Alteration, Tenant shall submit to Landlord a written request therefor, along with detailed plans and specifications showing in reasonable detail the Material Alteration proposed to be made by Tenant and such other information as Landlord may reasonably request. Landlord shall not unreasonably withhold, delay or condition its approval of a Material Alteration.

10.4 General Construction Requirements. All construction by Tenant, including the Renovation, any Alterations, including Material Alternations and non-Material Alterations, theRemedial Work and Repairs, shall satisfy the following requirements:

(a) All work shall be performed by or on behalf of Tenant at Tenant's sole cost and expense and Landlord shall have no liability or obligation with respect to the work.

(b) Tenant shall obtain all Governmental Approvals necessary for the performance of the work prior to the commencement of such work.

(c) All work shall, once commenced, be pursued with due diligence to completion, in accordance with the provisions of this Lease, in a good and workmanlike manner and in compliance with all applicable Governmental Requirements and Governmental Approvals including, without limitation, all zoning requirements, and all requirements of the national or local insurance rating bureau, or any other body hereafter exercising similar functions. All work shall be completed free of any liens or other encumbrances other than any permitted Leasehold Mortgage. Tenant shall take commercially reasonable measures and precautions to minimize the risk of damage, disruption or inconvenience caused by such work on properties in the immediate vicinity of the Leased Premises and make adequate provisions for the safety of all Persons affected thereby in connection with any work. Dust, noise and other effects of such work shall be controlled using commercially accepted methods and shall comply with all Governmental Requirements. Any work shall, when completed, be of such a character as not to reduce the value and utility of any Improvements below the value and utility immediately before such work and shall not weaken or impair the structural integrity of any Improvements.

(d) Any work exceeding $200,000 (as adjusted every five (5) years after the Effective Date in accordance with the percentage change in the CPI since the Effective Date) in cost in the aggregate shall be performed under a written and recorded contract that is bonded (for the full amount of the contract) by a Qualified Surety. The bond shall name Landlord and the City as co-obligees, shall guarantee the faithful performance of the contract and shall guarantee the payment of all materialmen, subcontractors, laborers

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and others, as required by the provisions of La. R.S. 9:4801, et seq. (as the same may beamended or replaced from time to time). Prior to the commencement of the Renovationor a Material Alteration, Tenant shall deliver to Landlord (i) a complete copy of the executed contract, (ii) a copy of the bonds required herein and (iii) evidence of recordation of the recorded contract.

(e) All work shall be performed by a Qualified Contractor. All construction and related agreements shall provide that neither Landlord nor the City shall be liable for any work performed or to be performed on the Leased Premises or for any materials furnished or to be furnished at the Leased Premises.

(f) Landlord and Landlord's authorized representatives shall have the right to inspect all work while it is being performed and after completion to ensure compliance with the terms of this Lease, although Landlord has no obligation to conduct inspections or to report to Tenant any of Landlord's observations. Upon request by Landlord, Tenant shall promptly remedy any defective work or any work that is not in compliance with the terms of this Lease. Notwithstanding Landlord's inspection of the work, Landlord and its consultants and representatives shall have no liability for a failure to discover and/or disclose a defect, deficiency, error or omission in the work or for the non-compliance of the work with the terms of this Lease or applicable Governmental Requirements.

(g) Tenant shall provide to Landlord, promptly following completion of any work, (i) a certificate from a licensed professional engineer or architect certifying that such work has been completed in accordance with the final plans therefor (subject to minor deviation) and (ii) final as-built plans and specifications.

10.5 No Landlord Liability. Notwithstanding Landlord's right to review and approve certain plans and specifications and construction hereunder, including without limitation the Project Schematic Plans and the Project Construction Plans, neither the City nor Landlord nor any of their respective consultants or representatives shall have any liability with respect to any construction by Tenant, including the Renovation, Repairs, any Remediation Work or any Alterations, for a failure to discover and/or disclose a defect, deficiency, error or omission in the plans and specifications or any changes thereto or for the non-compliance of the plans and specifications or any changes thereto with the terms of this Lease or applicable Governmental Requirements. Landlord's approval of plans and other matters with respect to such work will not be deemed or construed to cause Landlord to be liable to any other person with respect to any matters so approved, and shall not excuse Tenant from obtaining all necessary permits or other Governmental Approvals therefor.

10.6 Tenant's Obligation to Pay Landlord's Costs. On each occasion on which this Lease requires or permits Landlord's review, approval or inspection of any architectural plans or specifications or construction work hereunder, Tenant shall pay Landlord, as Additional Rent hereunder to compensate Landlord for the costs of its review, approval, or inspection of such plans or work all reasonable out-of-pocket third party fees and expenses actually incurred by Landlord in connection with reviewing, inspecting and approving (or disapproving) such plans or work.

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10.7 Liens and Claims. During the Term, Tenant shall not suffer or permit to becreated, filed, recorded, or enforced against the Leased Premises or any part thereof or interest therein, any mechanics', materialmen's, contractors', vendors', laborers' or subcontractors' liens, privileges, claims, demands, security interests, or actions growing out of or arising from any claim for damage growing out of the work of any construction, repair, restoration, replacement or improvement, or any other claim or demand howsoever the same may arise (hereinafter "Lien" or collectively the "Liens"). Tenant shall, at its sole cost and expense, satisfy or cause to be satisfied, bonded, or discharged of record to the reasonable satisfaction of Landlord all of said Liens and all amounts claimed thereunder on or before the earlier of (i) thirty (30) days after such Lien is filed, (ii) the date on which any action is brought to enforce the same against the Leased Premises or any part thereof, or (iii) such shorter period as may be required by Governmental Requirements. Tenant shall reimburse Landlord and the City for and indemnify, defend, and hold Landlord and the City harmless for, from, and against any and all damage or loss sustained by any such parties or claims or liabilities asserted against any such parties arising from any and all such Liens, together with reasonable attorneys' fees and all costs and expenses in connection therewith. Tenant shall notify Landlord of the filing of a Lien within ten (10) days after Tenant has actual knowledge thereof.

Notwithstanding the foregoing, after prior written notice to Landlord, Tenant may, at its sole cost and expense, contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Lien, provided that: (i) no Event of Default has occurred and is continuing; (ii) Tenant is permitted to do so under any Leasehold Mortgage; (iii) the proceeding will suspend the collection of the Lien or Tenant pays the entire amount of the Lien under protest; (iv) neither the Leased Premises, the Improvements, nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; and (v) Tenant shall defend itself, the City and Landlord against the Lien and shall pay and satisfy the amount of such Lien, and any expense or cost or any adverse judgment and costs and other expenses related thereto, including, without limitation, any attorneys' fees and other costs, that may be rendered thereon before the enforcement thereof against the City, Landlord or the Leased Premises. If Landlord shall require, then on or before the earlier of (i) thirty (30) days after demand by Landlord, or (ii) the commencement of such contest, Tenant shall furnish to Landlord a surety bond, cash or other security satisfactory to Landlord in an amount at least equal to 125% of such contested Lien indemnifying Landlord against liability for the same, and holding the Leased Premises free from the effect of such Lien.

ARTICLE XIIMPOSITIONS

11.1 Payment of Impositions. Subject to the right to contest described in this Lease, Tenant shall pay, prior to delinquency, all ad valorem or real estate taxes and assessments (ordinary and extraordinary, unforeseen and foreseen), personal property taxes, water rents, sewer and other charges, excise tax, value added tax, use and occupancy tax, sales tax, vault tax, amusement tax and other taxes, duties and charges, fees or payments imposed by a governmental, quasi-governmental, or public authority, payments in lieu of any of the foregoing, whether or not expressly so designated, fines, penalties and other similar or like governmental charges applicable to any of the foregoing, and any interest or costs with respect thereto which

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are imposed, assessed, levied, or become due or payable or become a charge or lien upon, or arise in connection with the ownership, lease, use, occupancy or possession of the Leased Premises, the Improvements thereon or the Project (all of the foregoing being herein collectively referred to as "Impositions") during the Term. All payments of or with respect to the Impositions shall be fully and promptly made or caused to be made by Tenant directly to the respective authorities to whom such payments are due or payable. If an Imposition may be paid in installments (whether or not interest shall accrue on the unpaid balance of the Imposition), Tenant may exercise the option to pay the Imposition (and any accrued interest on the unpaid balance of the Imposition) in installments and, in such event, shall pay the installments as they become due during the Term of this Lease. Tenant shall furnish to Landlord evidence of payment of Impositions within thirty (30) days after the date an Imposition is due and payable. To the extent applicable, all Impositions for the first and last years of the Term of this Lease shall be apportioned between Landlord and Tenant so that Tenant shall pay and bear only such portion thereof as relates to the period within the Term of this Lease.

11.2 Contest of Impositions. To the extent allowed by applicable Governmental Requirements and the provisions of this Lease, Tenant may contest an Imposition by appropriate proceedings conducted promptly and in good faith at Tenant's expense, in Tenant's name. Neither the City nor Landlord shall be required to join in any proceedings referred to herein unless a Governmental Requirement at the time in effect shall require that such proceedings be brought by and/or in the name of the City or Landlord, as applicable, in which event, the City and/or Landlord shall join and cooperate in such proceedings or permit the same to be brought in its name but shall not be liable for the payment of any costs or expenses in connection with any such proceeding, and Tenant shall reimburse and indemnify the City and Landlord for any and all costs or expenses which either party may sustain or incur in connection with any such proceedings. Tenant agrees to indemnify and hold harmless Landlord and the City against any cost, expense (including reasonable attorneys' fees and expenses) or liability that Landlord or the City may suffer or incur arising out of or in any manner relating to such cooperation. However, the City's obligations under this Section shall not require any conduct by the City, if such conduct would have any element of state or governmental action that it would not have taken if not for the terms of this Section.

11.3 Certain Taxes Not Impositions. Nothing contained in this Lease shall require or be construed to obligate Tenant to pay any franchise, corporation, capital stock, capital levies, transfer, estate or inheritance, income or excess profits tax imposed upon the City, Landlord or its successors or assigns.

11.4 Tax Exempt Land. The Leased Premises are owned by the City and Landlord, and, as such, are currently tax exempt. If ad valorem or real estate taxes are assessed against the Leased Premises as long as the City, Landlord, any public benefit corporation of the City or any political subdivision of the State of Louisiana shall own the Leased Premises, then subject to the right to contest described in this Lease, Tenant shall pay all ad valorem or real estate taxes assessed against the Leased Premises.

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ARTICLE XIIINSURANCE

12.1 Property/Casualty Insurance Coverage. Beginning on the Opening of the Project and thereafter throughout the Term, Tenant, at its sole cost and expense, shall obtain, keep, and maintain, a hazard and casualty insurance policy (the "Tenant's Casualty Insurance") providing for coverage of the Improvements and Tenant's Property against loss or damage to the Improvements and Tenant's Property due to perils covered by the broadest form of extended coverage insurance, together with flood insurance, covering the Improvements, naming Landlord, the City, each Leasehold Mortgagee, and Tenant, as loss payees, as their respective interests may appear, for a sum at least equal to one hundred percent (100%) of the then full cost of replacing the Improvements and Tenant's Property, and with any deductible not exceeding $50,000 per occurrence (as adjusted every five (5) years after the Effective Date in accordance with the percentage change in the CPI since the Effective Date). The peril of flood will be insured in the amount of at least $10,000,000 applicable to the Improvements and Tenant's Property with a deductible not exceeding $100,000. The Tenant's Casualty Insurance shall also include an agreed amount clause or waiver of coinsurance and shall not contain any exclusion for freezing, mechanical breakdown, loss or damage covered under any guarantee or warranty or any exclusion for resultant damage caused by faulty workmanship, design or materials.

12.2 Builder's Risk. In connection with the Renovation and for any Alteration that is reasonably anticipated to cost in excess of $200,000 (as adjusted every five (5) years after the Effective Date in accordance with the percentage change in the CPI since the Effective Date) in the aggregate (collectively, "Tenant's Work"), then prior to the commencement of Tenant's Work, and at all times during the performance of Tenant's Work, Tenant shall, at its sole cost and expense, obtain, keep and maintain or cause to be obtained, kept and maintained, builder's "all risk" insurance policies (collectively, the "Builder's All Risk Policies") affording coverage of Tenant's Work and, with respect to the Renovation, the Existing Improvements, whether permanent or temporary, and all materials and equipment related thereto against loss or damage due to perils covered by the broadest form of extended coverage insurance, including flood. The Builder's All Risk Policies shall be written on an occurrence basis and on a replacement cost basis, insuring one hundred percent (100%) of the cost of Tenant's Work, and, with respect to the Renovation, the Existing Improvements if then available using a completed value form (with permission to occupy upon completion of work or occupancy) or a similar form, naming Tenant as the insured and the Landlord, the City and each Leasehold Mortgagee as loss payees, as their respective interests may appear, with replacement cost coverage in an amount reasonably required by Landlord in accordance with industry standards, and with any deductible not exceeding $50,000 per loss.

12.3 Liability Insurance. Beginning on the Effective Date and thereafter throughout the Term, Tenant shall, at its sole cost and expense, and with Landlord, the City and each Leasehold Mortgagee as additional insureds, and Tenant as the named insured, obtain, keep and maintain or cause to be obtained, kept and maintained, the following liability insurance policies:

(i) Commercial General Liability insurance (the "GL Policy") on an "occurrence basis" against claims for bodily injury, death and/or property damage occurring upon, in or about the Project, or any part thereof, or resulting from, or in connection with the

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construction, use, operation or occupancy of the Project. The insurance required to be maintained by Tenant under this paragraph: (1) shall afford immediate minimum protection in the amount specified below on the Effective Date and (2) at all times thereafter shall be in such amounts and with such policy limits so that such policies shall have such limits as Landlord shall, from time to time, reasonably require in accordance with industry standards, provided, however, that at all times the coverage and limits adequately protect the interest of the insureds given the risk involved, and in all events to be reviewed at least once every five (5) years during the Term, and (3) the coverage and limits shall be adequate to maintain the Excess/Umbrella Policy without gaps in coverage between the GL Policy and the Excess/Umbrella Policy. As of the date of this Lease, Landlord requires limits of liability under such insurance of not less than the following:

General Aggregate Limit (other than Products-Completed Operations) $10,000,000Products-Completed Operations Aggregate Limit $5,000,000Personal & Advertising Injury Limit $1,000,000Each Occurrence Limit $1,000,000Fire Damage Limit $1,000,000 Medical Expense Limit $10,000

(ii) From and after Substantial Completion of the Renovation, Boiler and pressure vessel insurance, including air tanks, pressure piping and major air conditioning equipment, provided the Improvements contain equipment of the nature ordinarily covered by such insurance, in an amount not less than Twenty Million and No/100 Dollars ($20,000,000).

(iii) A business automobile liability insurance policy covering all vehicles, whether owned, non-owned and hired or borrowed vehicles, used in connection with the construction, maintenance or operation of the Project, naming Tenant as the insured and Landlord, the City and each Leasehold Mortgagee as additional insureds, affording protection against liability for bodily injury and death and/or for property damage in an amount not less than One Million and No/100 Dollars ($1,000,000.00) combined single limit per occurrence or its equivalent.

(iv) Worker's Compensation and Employers' Liability Insurance in accordance with the statutory limits of the State of Louisiana, including any and all States Endorsements which will provide coverage for claims under both the Louisiana Workers' Compensation Act and, when applicable, the Federal Longshoremen's and Harbor Workers' Compensation Act with United States statutory limits. The limits of liability under the Employers' Liability Section of the Workers' Compensation and Employers' Liability insurance policy or policies required hereunder shall be in the amount of One Million and No/100 Dollars ($1,000,000) for bodily injury by accident (each accident).

(v) After the Opening of the Project, Excess or Commercial Umbrella Liability Insurance (the "Umbrella Policy"), written on an occurrence basis, naming Tenant as the insured and Landlord, the City and each Leasehold Mortgagee as additional insureds, with limits of not less than Twenty Five Million and No/100 Dollars ($25,000,000) per occurrence and in the aggregate, for bodily injury and death and/or property damage liability combined, such

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policy to be written on an excess basis above the coverages required hereinabove (specifically listing such underlying policies) and following the form of such underlying policies.

(vi) After the Opening of the Project, a commercial crime insurance policy insuring against employee dishonesty, forgery or alteration and computer fraud, naming Tenant as the insured in an amount not less than Five Hundred Thousand and No/100 Dollars ($500,000) per occurrence, or such higher limits as Landlord may from time to time require in accordance with industry standards.

(vii) If any of the insurance policies required herein include any exclusions for loss, cost, damage or liability caused by “terrorism” or “terrorist acts”, Tenant shall obtain and maintain terrorism coverage to cover such exclusion(s) from a carrier which otherwise satisfies the rating criteria specified herein (a “Qualified Carrier”) or, in the event that such terrorism coverage is not available from a Qualified Carrier, Tenant shall obtain such terrorism coverage from the highest rated insurance company providing such terrorism coverage. Notwithstanding the foregoing, with respect to any stand-alone policy covering terrorist acts, Tenant shall not be required to pay any insurance premiums solely with respect to such terrorism coverage in excess of $30,000 (as adjusted every five (5) years after the Effective Date in accordance with the percentage change in the CPI since the Effective Date) (the "Terrorism Premium Cap"; provided that if the insurance premiums payable with respect to such terrorism coverage exceeds the Terrorism Premium Cap, Landlord may, at its option, but with no obligation to do so, modify the deductible amounts, policy limits and other required policy terms to reduce the insurance premiums payable with respect to such stand-alone terrorism policy to the Terrorism Premium Cap.

(viii) In the event that Tenant or any Third Party sells, or licenses the right to sell, alcoholic beverages at the Project, Tenant shall provide or cause such Third Party to provide insurance for liabilities associated with such activities with limits of not less than $1,000,000.00per occurrence and $2,000,000.00 in the aggregate per annum.

(ix) Such other insurance, and in such amounts, as may from time to time be reasonably required by Landlord consistent with industry standards against the same or other insurable hazards which at the time are commonly insured against in the case of propertiessimilarly situated, due regard being given to the height and type of buildings thereon, their construction, use and occupancy.

(x) The specific policy limits and deductibles provided above shall be increased from time to time as reasonably required by Landlord in accordance with industry standards.

12.4 Business Interruption Insurance. After the Opening of the Project and thereafter throughout the Term, Tenant shall maintain, at its sole cost and expense, a policy or policies of Business Interruption Insurance insuring Tenant, and naming Landlord as loss payee as its interests may appear, against the actual loss that may be occasioned by a casualty or catastrophe which interrupts the normal business and earnings of Tenant and Tenant's ability to pay Rent due under this Lease. The amount of the Business Interruption Insurance shall be anamount sufficient to cover 100% of all continuing normal operating expenses at the Project for a period of twelve (12) months (including all Rent and all debt service).

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12.5 Professional Liability. Prior to commencing the Renovation or any Material Alteration, Tenant shall cause any architects or engineers to maintain Architects and Engineers Errors and Omissions Liability insurance specific to the construction activities. If coverage is provided on a "Claims Made" basis, the policy shall provide for the reporting of claims for a period of two (2) years following the completion of all construction activities. The minimum limits acceptable shall be $1,000,000 per occurrence and $3,000,000 in the annual aggregate.

12.6 Form of Insurance and Insurers; Required Provisions. All policies of insurance required in this Article shall be effected under valid and enforceable policies, in such forms as may from time to time be as specified in this Lease, issued by insurers that are authorized to do business in the State of Louisiana, and have an Alfred M. Best Company, Inc. rating of "A" or better and a financial size category of not less than "VII" (or, if Alfred M. Best Company, Inc. no longer uses such rating system, then the equivalent or most similar ratings under the rating system then in effect, or if Alfred M. Best Company, Inc. is no longer the most widely accepted rater of the financial stability of insurance companies providing coverage such as that required by this Lease, then the equivalent or most similar rating under the rating system then in effect of the most widely accepted rater of the financial stability of such insurance companies at the time).

The policies required to be carried hereunder shall provide for waivers of subrogation by endorsement or other means which waivers of subrogation shall be effective as to any Person even though such Person may otherwise have a duty of indemnification, contractual or otherwise, may not have paid any insurance premiums directly or indirectly and may or may not have an insurable interest in the insured property damage.

The policies required to be carried hereunder (and any certificate evidencing the existence of each such insurance policy) shall certify that such insurance policy shall not be canceled, not renewed, reduced in coverage, or modified unless Landlord and the City, in each case, shall have received written notice of cancellation, non-renewal or material reduction in coverage not less than thirty (30) days prior to the effective date of such cancellation, non-renewal, material reduction in coverage, or other modification as applicable.

Except as otherwise provided for herein, each and every insurance policy required to be carried hereunder shall provide that the policy is primary and that any other insurance of any insured or additional insured thereunder with respect to matters covered by such insurance policy shall be excess and non-contributing. Each of said insurance policies shall also provide that any loss shall be payable in accordance with the terms of such policy notwithstanding any action, inaction or negligence of the insured or of any other Person (including, but not limited to, Landlord, the City, any Leasehold Mortgagee, or any insurance proceeds trustee) which might otherwise result in a diminution or loss of coverage, including, but not limited to, "breach of warranty", and the respective interests of the Landlord and the City shall be insured regardless of any breach or violation by Tenant or any other Person of any warranty, declaration or conditioncontained in or with regard to such insurance policies. Each of the policies obtained pursuant to this Section shall not limit waiver of subrogation by the insured (or, if waiver of subrogation is limited, shall contain a waiver of subrogation by the insurer in favor of the Landlord and the City). In addition, each of the policies shall provide that no act or omission of Tenant which would otherwise result in forfeiture or reduction of the insurance therein provided shall affect or

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limit the obligation of the insurance company to pay, in accordance with this Lease, the amount of any loss sustained.

The furnishing of insurance as provided in this Article XII does not relieve Tenant of responsibility for losses in excess of the limits of liability of insurance coverage or for losses not covered by insurance, and Tenant shall assume full responsibility for the amount of any deductible provided under each insurance policy and all amounts not otherwise covered by such insurance.

12.7 Delivery of Evidence of Insurance. With respect to each and every one of the insurance policies required to be obtained, kept or maintained under the terms of this Lease, on or before the date on which each such policy is required to be first obtained and at least thirty (30) days before the expiration of any policy required hereunder previously obtained, Tenant shall deliver to Landlord evidence reasonably acceptable to Landlord showing that such insurance is in full force and effect. Such evidence shall include certificates of insurance issued by a responsible officer of the issuer of such policies, or of an agent authorized to bind the named issuer, setting forth the name of the issuing company, the coverage, limits, deductibles, endorsements, term and termination provisions thereon and confirmation that the required premiums have been paid, along with a similar certificate executed by a responsible officer of Tenant. Upon request of Landlord, Tenant shall provide Landlord with a copy of such insurance policy or renewal or replacement thereof, and, at Landlord's option, a certificate of insurance with respect to such insurance policy or renewal or replacement thereof. In the event Tenant fails to maintain any insurance required in this Lease, Landlord shall have the right, but not the obligation, to obtain such insurance, and Tenant shall, immediately upon demand, reimburse Landlord (as Additional Rent) for all costs incurred by Landlord in obtaining such insurance.

12.8 Waiver of Rights of Recovery. To the extent permitted by law, and without affecting the insurance coverage required to be maintained hereunder, Landlord and Tenant each waive any right to recover against the other, to the extent insured or self-insured as may be permitted herein, (a) damages for injury or death of persons, (b) damage to property, (c) damage to the Improvements, Tenant's Property or any part thereof or (d) claims arising by reason of any of the foregoing, to the extent that such damages and/or claims are covered (and only to the extent of such coverage) by insurance that is actually carried by either Landlord or Tenant (or that was required to be carried pursuant to this Lease). This provision is intended to restrict each party (if and to the extent permitted by law) to recovery against insurance carriers to the extent of such coverage and to waive (to the extent of such coverage), for the benefit of each party, rights and/or claims which might give rise to a right of subrogation in any insurance carrier. The provisions of this Section are not intended to limit the claims of Tenant, Landlord or the City to the face amount or coverage of the insurance policies herein provided for or to evidence the waiver by any party hereto of any claim for damages in excess of the face amount or coverage of any of such insurance policies. Neither the issuance of any insurance policy required under, or the minimum limits specified in, this Article with respect to Tenant's insurance coverage, shall be deemed to limit or restrict in any way Tenant's liability arising under or out of this Lease. Tenant shall be liable for any losses, damages or liabilities suffered or incurred by the Landlordand the City as a result of Tenant's failure to obtain, keep and maintain or cause to be obtained, kept and maintained, the types and/or amounts of insurance required under the terms of this Lease.

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12.9 Other Policies. Tenant shall not take out separate insurance concurrent in form, or contributing in the event of loss, with that required in this Article unless Landlord and the City are additional insureds therein, with loss payable as provided in this Lease. Tenant shall immediately notify Landlord of the taking out of any such separate insurance and shall cause the original policies in respect thereof or certificates therefor to be delivered as required in this Article.

12.10 Manager and Leasehold Mortgagee. Landlord hereby acknowledges that the Manager, Franchisor or any Leasehold Mortgagee may also be named as an additional insured or loss payee under any policy of insurance required to be carried by Tenant hereunder.

12.11 Blanket Insurance. Any insurance provided for in this Lease may be effected by a policy or policies of blanket insurance; provided, however, that the amount of the total insurance allocated to the Leased Premises shall be such as to furnish in protection the equivalent of separate policies in the amounts herein required, without diminution resulting from any claims made with respect to any other property covered or payments made with respect to any such claims, and provided further that in all other respects, any such policy or policies shall comply with the other specific insurance provisions. Tenant shall provide to Landlord certified abstracted policies with respect to any blanket insurance obtained hereunder.

ARTICLE XIIIINDEMNITY; LIMITATION OF LIABILITY

13.1 Indemnity. Except as occasioned by the willful misconduct or gross negligence of Landlord or the City or any of their employees, contractors, agents or representatives, Tenant shall indemnify Landlord and the City and any of their employees, contractors, agents or representatives, the Mayor of the City of New Orleans and City Council members (the "Indemnified Parties") and save them harmless from and against any and all losses, claims, actions, damages, liability and expenses, including reasonable attorneys' fees, in connection with the loss of life, personal injury and/or damage to property arising (i) from or out of any occurrence in, upon or at the Leased Premises, or (ii) the occupancy, use or operation of the Leased Premises or any part thereof by Tenant, Franchisor, Manager, any Third Party or any of their respective agents, representatives, servants, customers, licensees, employees, contractors and invitees, or (iii) the performance of the Remedial Work, the Renovation, Repairs or any Alteration, or (iv) arising from or out of Tenant's failure to comply with any provision of this Lease, or in any way incidental to or otherwise occasioned wholly or in part by the fault of Tenant, Franchisor, Manager, any Third Party, or any of their respective agents, representatives, contractors, employees, servants, customers, licensees, or invitees or (v) from or connected with any Hazardous Substances in, or Environmental Event at, the Project, including without limitation, any Remedial Work.

13.2 Limitation of Liability. Neither Landlord nor the City shall be liable for any loss, damage or injury of any kind or character to any Person or property (i) arising from any use of the Leased Premises or any part thereof, (ii) caused by any defect in any building, structure or other improvement thereon or in any equipment or other facility located therein, (iii) caused by or arising from any act or omission of Tenant, Franchisor, Manager, any Third Party, or any of their respective agents, servants, customers, contractors, employees, licensees or invitees,

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(iv) arising from any accident on the Leased Premises or any fire or other casualty thereon, (v) occasioned by the failure of Tenant to maintain the Leased Premises or Improvements in a safe condition, or (vi) arising from any other cause whatsoever, except as occasioned by the willful misconduct or gross negligence of the City, Landlord or their respective employees, contractors or agents. Tenant, as a material part of the consideration of this Lease, hereby waives on its behalf all claims and demands against Landlord and the City for any such loss, damage or injury of Tenant.

13.3 Survival. The provision of this Article XIII shall survive the expiration or earlier termination of this Lease.

ARTICLE XIVCASUALTY

14.1 Damage or Destruction. If all or any part of the Improvements or Tenant's Property are destroyed or damaged in whole or in part by fire or other casualty (a "Casualty"), Tenant shall give Landlord and the City immediate notice thereof. Except as otherwise expressly provided in this Lease, neither Landlord nor Tenant shall have the right to terminate this Lease if the Improvements are damaged or destroyed in whole or in part. Furthermore, the Rent shall not be abated as a result of a Casualty. Instead, during the period Tenant is unable to operate its business, in whole or in part, as a result of a Casualty, the annual Rent payable by Tenant shall be an amount equal to the greater of the Rent as provided herein for such period or the average of the annual Base Rent and Percentage Rent actually paid by Tenant during the three (3) calendar years immediately preceding the Casualty (or equal to the Base Rent for the immediately prior Lease Year if the Casualty occurs during the first three (3) years after the Opening of the Project).

14.2 Repairs. Promptly after the occurrence of a Casualty, Tenant shall use reasonable efforts to secure the area of damage or destruction to safeguard against injury to Persons or property and, within a reasonable period of time thereafter, subject to and in compliance with Governmental Requirements, Tenant shall repair and restore the Improvements and Tenant's Property that are damaged or destroyed as a result of a Casualty in accordance with the Operating Standard, and as nearly as practical to a condition substantially equivalent to that existing prior to the Casualty and in accordance with this Lease. In accordance with the provisions of Section 10.4 above, Tenant shall begin the restoration and repairs (the "Repairs") as soon as reasonably practicable after the Casualty and shall thereafter prosecute the Repairs diligently and in good faith to completion, subject to delays resulting from Force Majeure. Tenant shall reopen the Project as soon as reasonably and commercially practicable after the completion of the Repairs.

14.3 Insurance Proceeds. All insurance proceeds from a Casualty affecting the Improvements and Tenant's Property shall be made available to pay for the cost of the Repairs. All such insurance proceeds, less the cost of collection, shall be paid over to an independent third party (the "Insurance Trustee"). If there is a Leasehold Mortgagee, the Leasehold Mortgageewith first lien priority shall be the Insurance Trustee or, such Leasehold Mortgagee shall have the right to select the Insurance Trustee. If there is no Leasehold Mortgagee, then the Insurance Trustee shall be selected by Tenant, subject to Landlord's reasonable approval. The Insurance

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Trustee shall hold the insurance proceeds in trust to be disbursed as required to pay for the cost of the Repairs. Tenant shall submit invoices or proof of payment to the Insurance Trustee for payment or reimbursement according to an agreed schedule of values approved by Landlord prior to commencement of the Repairs. The Insurance Trustee shall deposit the insurance proceeds in an interest bearing account and any after tax interest earned thereon shall be added to the insurance proceeds. If the insurance proceeds are insufficient to pay for the Repairs, Tenant shall deposit with the Insurance Trustee the deductible amounts and any additional funds as are required to complete the Repairs, to be disbursed in accordance with this paragraph.

Notwithstanding the foregoing, if the insurance proceeds are less than TwoHundred Thousand and no/100 ($200,000) Dollars (as adjusted every five (5) years after the Effective Date in accordance with the percentage change in the CPI since the Effective Date), such proceeds shall not be paid to the Insurance Trustee but instead the proceeds shall be paid bythe insurer directly to Tenant, and Tenant shall use the proceeds to promptly and diligently complete all Repairs.

14.4 Casualty at End of Term. Notwithstanding anything to the contrary in this Lease, if during the last ten (10) years of the Term, the Improvements are damaged or destroyed by a Casualty so that the cost of repairing or replacing the Improvements exceeds fifty percent (50%) of the then replacement cost of the Improvements, Tenant shall have the option either: (1) to repair, restore or replace the Improvements and Tenant's Property in accordance with the other terms of this Article; or (2) to terminate this Lease. If Tenant elects to terminate this Lease as permitted in this Section, it shall do so by written notice to Landlord no later than sixty (60) days after the date on which Tenant is notified of the amount of insurance proceeds resulting from the Casualty, which notice will specify the effective date of the termination (no earlier than sixty (60) days from the date of said notice), in which case:

(a) Tenant shall continue to pay all Rent through the effective date of the termination;

(b) Tenant shall assign to Landlord all casualty insurance proceeds on the Improvements (but not Tenant's Property) that may be payable on account of the Casualtyand pay to Landlord the amount of any deductibles and the cost of any Repairs not covered by Tenant's Casualty Insurance; and

(c) Effective as of the termination date, Tenant and Landlord shall have no further obligations or liabilities under this Lease except those obligations or liabilities which expressly survive termination under this Lease.

ARTICLE XVEMINENT DOMAIN

15.1 Taking. A "Taking" is a condemnation, eminent domain, or similar proceeding for a public taking or agreement in lieu thereof. A "Total Taking" is a Taking of the entire or substantially all of the Leased Premises and Improvements. A "Partial Taking" is a Taking of a portion only of the Leased Premises or Improvements.

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15.2 Total Taking. If during the Term there shall be a Total Taking of the Leased Premises and Improvements, then this Lease and the Parking Agreement shall terminate as of the date that actual physical possession thereof is taken.

15.3 Partial Taking. If during the Term there is a Partial Taking of the Leased Premises or Improvements, then Tenant shall have the option either (a) to terminate this Lease and the Parking Agreement if the remaining portion of the Leased Premises cannot, in a commercially reasonable basis, be adapted and used to operate the Project in substantially the same manner as operated immediately before the Taking, or (b) to continue this Lease in effect. Tenant shall notify Landlord within sixty (60) days after the effective date of a Partial Taking whether Tenant elects to terminate the Lease and the Parking Agreement or continue the Lease and the Parking Agreement in effect. If Tenant fails to make the election on or before the expiration of the sixty (60) day deadline, then Tenant shall be deemed to have elected to continue this Lease in effect. If Tenant elects to terminate the Lease as a result of a Partial Taking, then this Lease and Parking Agreement shall terminate effective as of the date of the Partial Taking. If, instead, Tenant elects to continue this Lease in effect after a Partial Taking, then (i) the Lease shall continue in full force and effect with respect to the remaining portion of the Leased Premises; (ii) the Rent and the required number of hotel keys and/or residential units shall be equitably adjusted taking into account the effect of the Partial Taking on Tenant's business and operations; and (c) Tenant shall promptly perform all work required in order to repair any physical damage to the Improvements caused by the Partial Taking, and to restore the Improvements, to the extent reasonably practicable, as nearly as possible to the value, condition and character immediately prior to the Taking and in accordance with the Operating Standard, as modified to account for the Partial Taking. Any award payable to Tenant as a result of a Partial Taking shall be paid to the Insurance Trustee and disbursed pursuant to the provisions of Section 14.3 above.

15.4 Allocation of Award. All compensation and damages awarded for a Taking if the Taking is by the City or any of its agencies shall belong to and be the sole property of Tenant. If the Taking occurs by any other authority, then the City, Landlord and Tenant shall be entitled to assert a claim for just compensation for loss of or damage to its respective interest in the Leased Premises and the Improvements along with any other element of compensation to which such party is entitled under applicable law.

15.5 Effect of Termination. If this Lease is terminated, in whole or in part, pursuant to any of the provisions of this Section, all Rent payable by Tenant to Landlord hereunder and attributable to the Leased Premises taken shall be paid up to the date of the Taking, and the parties shall thereupon be released from all further liability in relation thereto.

15.6 Voluntary Conveyance. A voluntary conveyance under threat of a Taking in lieu of formal proceedings shall be deemed a Taking within the meaning of this Section.

15.7 Temporary Taking. In the event of a Taking of the Leased Premises, the Improvements or any portion thereof for temporary use (a "Temporary Taking"), this Lease shall remain in full force and effect. The Temporary Taking shall not relieve Tenant from its obligations under this Lease to continue to pay Rent and perform the other obligations that can be performed during the Temporary Taking. All awards, damages, compensation and proceeds

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payable by the condemnor by reason of a Temporary Taking for periods prior to the expiration of the Term shall be payable to Tenant. All awards, damages, compensation and proceeds payable by the condemnor by reason of a Temporary Taking for periods after the expiration of the Term shall be payable to the Landlord.

ARTICLE XVIENVIRONMENTAL

16.1 Environmental Obligations. Tenant shall not cause, permit or allow any Hazardous Substances to be generated, used, released, stored, disposed, brought in, on, about or beneath the Leased Premises by Tenant or any other Person (other than Persons under the control or direction of Landlord or the City) other than Permitted Hazardous Substances, and then only in compliance with all applicable Environmental Laws and other Governmental Requirements. Tenant shall not cause, permit, or allow the violation of any Environmental Laws upon, about or beneath the Leased Premises or any portion thereof by Tenant or any other Person (other than Persons under the control or direction of Landlord or the City). Tenant shall not cause or permit its agents, employees, contractors, tenants, invitees or other Persons (other than those under the control and direction of Landlord or the City) to violate any Environmental Law upon, about or beneath the Leased Premises or the Improvements or any portion thereof. Tenant shall obtain, or cause to be obtained, at no expense to Landlord or the City, any and all permits necessary or required under the Environmental Laws in connection with or arising out of the Renovation and any Remedial Work.

16.2 Remedial Work. Tenant acknowledges receipt of that certain Phase I Environmental Assessment Report dated December 31, 2014 by Leaaf Environmental, LLC and that certain Asbestos and Lead Paint Survey dated December 31, 2014 by Leaaf Environmental, LLC (collectively, the "Environmental Reports"). Notwithstanding Tenant's receipt of the Environmental Reports, Tenant acknowledges and agrees that it has relied solely on its own investigations and inspections of the Leased Premises in its determination of whether to proceed with this Lease and the Project, and Tenant accepts the Leased Premises in its "as is" and "where is" condition as more fully set forth in Section 2.3 above. Tenant hereby waives any and all claims against Landlord and the City and releases Landlord and the City from any and all liability or contribution in connection therewith.

Tenant shall be responsible for performing or causing to be performed, and for paying the cost of performing, any and all corrective or remedial actions required by applicable Governmental Requirements to be performed with respect to any Environmental Event or any Hazardous Substances now existing or at any time present during the Term in, on or under the Leased Premises ("Remedial Work"). Tenant shall promptly inform Landlord of any Environmental Event and shall promptly furnish to Landlord any and all reports and other information available to Tenant concerning the matter. Tenant shall thereafter promptly consult with Landlord as to the steps to be taken to investigate and, if necessary, remedy such matter. Tenant shall select an independent environmental consultant (which selection shall be subject to Landlord's reasonable approval) to evaluate the condition of the Leased Premises and materials thereon and therein, at Tenant's cost and expense. If it is determined pursuant to such evaluation that remediation is required by applicable Governmental Requirements, then Tenant shall perform Remedial Work at its own cost and expense.

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Once Tenant undertakes any Remedial Work in connection with the Renovation or otherwise it shall be responsible to cause the Remedial Work to be completed in full. Upon Tenant's completion of the Remedial Work, Tenant shall provide to Landlord a report, satisfactory to Landlord, from an environmental inspection company indicating that all Remedial Work has been completed and that there are no Hazardous Substances that require further remediation of the Leased Premises.

16.3 Notice. If Tenant becomes aware of or receives notice or other communication concerning any actual, alleged, suspected or threatened Environmental Event or violation of an Environmental Law in connection with the Leased Premises or the Project or any past or present activities of any Person thereon, then Tenant shall deliver to Landlord and the City within ten (10) days after receipt of such notice or communication by Tenant, a copy of any such notice or communication. Receipt of such notice shall not be deemed to create any obligation on the part of Landlord or Tenant to defend or otherwise respond to any such notification.

16.4 Release. WITHOUT LIMITING TENANT'S INDEMNITY OBLIGATIONS UNDER THIS LEASE, TENANT HEREBY RELEASES LANDLORD AND THE CITYFROM AND AGAINST ANY CLAIMS, DEMANDS, ACTIONS, SUITS, CAUSES OFACTION, DAMAGES, LIABILITIES, OBLIGATIONS, COSTS AND/OR EXPENSES THATTENANT MAY HAVE WITH RESPECT TO THE LEASED PREMISES AND RESULTINGFROM, ARISING UNDER OR RELATED TO ANY ENVIRONMENTAL EVENT, INCLUDING ANY SUCH CLAIM UNDER ANY ENVIRONMENTAL LAWS, WHETHER UNDER ANY THEORY OF STRICT LIABILITY OR OTHERWISE.

ARTICLE XVIISUBLEASE, ASSIGNMENT AND TRANSFERS

17.1 General Provisions. Tenant acknowledges and agrees that Tenant was selected as the tenant of the Project because of its qualifications and identity, and therefore, agrees that, except as expressly permitted in this Lease, Tenant shall not, without the prior consent of Landlord in each instance, which consent will not be unreasonably withheld, conditioned or delayed, (i) sell, assign or otherwise transfer this Lease or Tenant's interest in the Leased Premises, in whole or in part, or any rights or interest which Tenant may have under this Lease, (ii) sublet or grant any license or concession or similar right with respect to the Project or any part thereof, or (iii) otherwise permit the use of the Project or any part thereof by any Person, except for use, in the ordinary course of Tenant’s operation of the Project, in accordance with the Permitted Uses. For purposes of this Article XVII, a sale, assignment or transfer by a Person shall include the transfer of a Controlling interest in such Person. Any assignment, transfer,sublease or other action in violation of this Article XVII shall be null and void and shall constitute an Event of Default.

17.2 Sublease. Notwithstanding the provisions of Section 17.1, Tenant shall use commercially reasonable efforts to enter into Subleases with respect to all of the Commercial Space from and after the Opening of the Project. Landlord shall have the right to review any proposed Sublease provided that Landlord shall not have the right to approve any Sublease so long as all of the following criteria are met:

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(a) The proposed Sublease is with a Third Party (and not with an Affiliate of Tenant, Manager, or Franchisor).

(b) The proposed Third Party or any of its Affiliates (a) has not defaulted on any prior material contractual obligations with Landlord or the City, or been found by an appropriate governmental authority or court to have violated any of the laws, ordinances or regulations of the City, and (b) together with any of its Controlling Persons have not been convicted of a felony criminal offense or are the subject of an Insolvency Event.

(c) The provisions of the proposed Sublease provide for a fair market rent and standard commercial terms then prevailing in the area where the Leased Premises is located.

(d) The use is consistent with the Permitted Uses and the Operating Standard.

(e) Each Sublease shall provide that (i) it is subject to the terms of this Lease and subordinate to this Lease and to the rights of Landlord hereunder; (ii) the Third Partyshall look solely to Tenant for the performance of the obligations of the landlord under such sublease, and shall agree that if Landlord should send the Third Party notice stating that an Event of Default has occurred under this Lease and that Landlord wishes the Third Party to remain in the subleased space and to pay its rent directly to Landlord, then from and after such notice, the Third Party will pay directly to Landlord all of the rent and other amounts due under its sublease; and (iii) each Third Party or other party acknowledges that neither Landlord nor the City is liable for the condition of the Leased Premises or the Improvements.

(f) The term of the Sublease expires prior to the expiration of the Term.

Notwithstanding the foregoing, Tenant shall not sublease the operation of the Project, provided that Tenant may delegate the authority to manage the Project pursuant to the terms of Section 8.3 pertaining to the Manager.

Tenant shall provide Landlord with a copy of executed Subleases within ten (10)days after the date of execution of each Sublease. Transient use of hotel rooms, meeting rooms and other facilities or the rental of apartment units in the ordinary course of business of the Project shall not be considered Subleases for purposes of this Lease and shall not require either notice to or the consent of Landlord. Any Sublease that is not in strict accordance with this Lease will be void and shall constitute an Event of Default.

Tenant shall use commercially reasonable efforts to enforce all of the terms of each Sublease in the event of a default under any Sublease by the tenant thereof. No Third Partyshall have any greater rights as a subtenant under a Sublease than Tenant has under this Lease. Furthermore, Subleases shall not alter or in any way modify Tenant's obligations under this Lease, including without limitation its obligation to operate the Project in a first class manner consistent with the Operating Standard as provided above in Section 8.1, the Permitted Uses, and its obligation to use reasonable commercial efforts to maximize the Gross Revenues from the operation of the Project in a manner consistent with the Operating Standard as provided above in Section 8.2.

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In addition, each Sublease under which any rent is to be payable on the basis of gross revenues, sales, or receipts, shall require the Third Party to maintain complete and accurate books and records on a cash basis, but otherwise in accordance with GAAP, for each year during the term and at least three (3) years thereafter with respect to its revenues, sales, and receipts, and will permit Tenant and Landlord to inspect or audit these books and records from time to time upon reasonable notice, during reasonable business hours, and not more than once per year. As part of each Gross Revenue Report, Tenant will provide Landlord with a copy of any reports that it has received from all Third Parties with respect to their revenues, receipts, and sales.

If the Leased Premises (or any portion) is sublet and Tenant defaults under its obligations to Landlord beyond applicable notice and cure periods, then Landlord is authorized, at its option, to collect all sublease rents directly from the Third Party and any apartment sublessee until such default is cured. Tenant hereby assigns the right to collect the sublease rents to Landlord in the event of an Event of Default until such Event of Default has been cured. The collection of sublease rents by Landlord shall not relieve Tenant of its obligations under this Lease, nor shall it create a contractual relationship between such Third Party or any other Person and Landlord or give any Third Party or other Person any greater right to the Leased Premises than contained in its Sublease.

17.3 Assignment. Notwithstanding the provisions of Section 17.1 above, Tenant may assign its interest in this Lease and the Leased Premises with notice to but without Landlord's consent, as expressly set forth herein, provided (a) the assignee is a Qualified Transferee, (b) Tenant assigns the entire interest of Tenant in and to this Lease and the Parking Agreement, together with all prepaid rents hereunder, and (c) the assignee accepts the assignment, agrees to pay all the Rent thereafter arising hereunder directly to Landlord, and assumes and agrees to perform all of Tenant's obligations and liabilities thereafter arising under this Lease, directly for the benefit of Landlord and those claiming by, through or under Landlord. Collateral assignments as security and assignments by lenders are governed by the terms of Article XVIIIand not by the restrictions in this Section. Any assignment that is not in strict accordance with this Lease will be void and shall constitute an Event of Default.

Notwithstanding the foregoing, Tenant shall not have the right to assign this Lease if there is an uncured Event of Default at the time of the assignment.

In the event that Tenant wishes to assign this Lease, Tenant shall provide Landlord with sufficient information about the proposed assignee to demonstrate that the proposed assignee is a Qualified Transferee. In addition, such notice will include:

(1) The name and address of the proposed assignee (together withreasonable information concerning its legal structure, organization and qualification) and of all Persons with at least 5% direct or indirect beneficial ownership interests in the proposed assignee (except that this information will not be required for entities whose equity interests are listed on a national securities exchange);

(2) Detailed financial information regarding the proposed assignee, including a copy of its most recent audited (if any) balance sheet and

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income statement, and those (if any) for its prior two fiscal years, credit references and a report from a recognized credit reporting service;

(3) The identity, background and experience of all officers, general partners and managers (if a limited liability company) that will have operational control over the proposed assignee;

(4) Information concerning the nature and locations of businesses conducted by the proposed assignee or its Affiliates and any relevant operating information about those businesses;

(5) The following information: (a) any criminal record of the proposed assignee or any Person owning a Controlling direct or indirect interest in the proposed assignee; (b) the nature and extent of any recent and pending litigation to which the proposed assignee or any Person owning a Controlling direct or indirect interest in the proposed assignee is a party that would have a material adverse effect on the proposed assignee's ability to perform its covenants, obligations and agreements under this Lease; (c) a list of all bankruptcies filed or by which the proposed assignee or any Controlling Person of the proposed assignee was the subject of an Insolvency Event; and (d) reasonable information with respect to the business reputation, character and background of the proposed assignee and all Persons holding a Controlling direct or indirect interest in the proposed assignee; and

(6) Such other information as Landlord may reasonably request, which request must be made within thirty (30) days following the receipt of the applicable information pursuant to (1) through (5) above, to assist Landlord in evaluating the qualifications of the proposed transferee.

17.4 Release. No sublease shall release Tenant from any obligations or liabilities under this Lease. No assignment shall release Tenant from any obligations or liabilities under this Lease pertaining to the period prior to such assignment. Tenant shall be released from all obligations and liabilities arising from and after an assignment of this Lease provided that the requirements of Section 17.3 are complied with fully.

The acceptance of Rent by Landlord from any other Person shall not be deemed to be a waiver by Landlord of any provision of this Lease. Consent to one assignment or sublease shall not be deemed consent to any subsequent assignment or sublease. If an assignee or Third Party defaults in the performance of an obligation to be performed by Tenant under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against the assignee or Third Party.

17.5 Transfer of Ownership Interests by Tenant. On or before the Effective Date, Tenant disclosed to Landlord the names and ownership interests of all Persons with at least five percent (5%) direct or indirect Ownership Interest in Tenant. Tenant represents that the Ownership Interest information previously provided is true and correct as of the Effective Date. Landlord has relied on the continuing participation of such Persons. Accordingly, any transfer of

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all or a portion of an Ownership Interest in Tenant shall require the prior written consent of Landlord, which consent will not be unreasonably withheld, conditioned or delayed. However, the following transfers of Ownership Interests are expressly permitted with notice to but without Landlord's consent: (a) transfers to an Affiliate of Tenant; (b) transfers to a Qualified Transferee; or (c) transfers to a Family Member or Entity; provided that in all cases the transferee shall satisfy the criteria of a Qualified Transferee other than the requirements of clauses (e) and (f) of the definition of Qualified Transferee contained herein. The phrase "Family Member or Entity" means the transferor's spouse, natural or adoptive lineal ancestors or descendants, trusts for their exclusive benefit or any entity in which the transferor and/or any one or more of the foregoing collectively own more than a majority of the direct or indirect beneficial ownership interests. In all cases, whether or not Landlord's consent to a transfer is required, Tenant shall provide Landlord with no less than thirty (30) days' prior written notice of the proposed transfer, including all relevant information about the proposed transferee to demonstrate that the proposed transferee is a Qualified Transferee, and Landlord shall have the right to object to such transfer as set forth in Section 17.6 below.

17.6 Subleases and Assignments. Tenant shall submit to Landlord a copy of any proposed Sublease or assignment, together with all information required in this Article XVII, and all relevant information concerning the proposed use and proposed Third Party, prior to entering into any proposed Sublease or assignment. Tenant shall promptly provide any additional information concerning the proposed Third Party, Sublease, assignment, use or plans as Landlord may reasonably request. Landlord may object to the proposed Sublease or assignment by sending written notice to Tenant within thirty (30) days following receipt of the proposed Sublease or assignment and all other information required hereunder which written notice shall identify the criteria set forth herein that are not satisfied by the proposed Sublease or assignment or proposed Third Party ("Landlord Objection Notice"). Tenant shall not enter into the proposed Sublease or assignment until such time as Tenant delivers written notice to Landlord that all objections set forth in the Landlord Objection Notice have been satisfied, with evidence of such satisfaction. This process shall be continued until Landlord either fails to timely send a Landlord Objection Notice or Landlord gives written notice to Tenant that the proposed Sublease or assignment satisfies all of the criteria set forth herein. If Landlord fails to deliver any Landlord Objection Notice within the time set forth above, Landlord shall be deemed to have waived its right to object to such Sublease or assignment. No term or condition of any Sublease or assignment may abrogate or alter any obligations owed by Tenant to Landlord under this Lease.

17.7 Costs. In connection with any request for Landlord's approval under this Article XVII, and as a condition to Landlord's obligation to deliver its approval, Tenant shall pay to Landlord all reasonable third-party costs and expenses (including without limitation, attorneys' and consultants' fees) incurred by Landlord in reviewing Tenant's request, whether or not Landlord grants such approval.

17.8 Sale of Leased Premises. Either Landlord or the City may sell or otherwise transfer its interest in the Leased Premises without affecting the obligations of Tenant hereunder; upon the sale of the Leased Premises, Landlord shall be relieved of all responsibility for the Leased Premises and shall be released from any liability thereafter accruing under this Lease, provided that the grantee or entity succeeding to Landlord’s interest with respect thereto shall

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assume all obligations of Landlord under this Lease arising from and after the date of the transfer.

ARTICLE XVIIIFINANCING

18.1 Leasehold Mortgages Permitted. From time to time throughout the Term of this Lease, Tenant shall have the right, for the purpose of financing or refinancing the Renovation or any Alterations permitted under this Lease (and for no other purpose), to grant one or more Leasehold Mortgages to a Leasehold Mortgagee in connection therewith, provided that (i) any such Leasehold Mortgage encumbers the entirety of Tenant's interest in the Leased Premises and (ii) by instrument reasonably satisfactory to Landlord and Leasehold Mortgagee, Landlord and Leasehold Mortgagee will covenant to abide by the terms and conditions of this Section 18.1. Leasehold Mortgagee will agree further (a) to provide to Landlord a copy of any notice of default on the part of Tenant in accordance with the provisions of Section 22.5 hereof, concurrently with the delivery of such notice to Tenant; and (b) to provide to Landlord a thirty (30) day period oftime following the cure period granted to Tenant under the Leasehold Mortgage and related loan documents to cure any defaults by Tenant under the Leasehold Mortgage and related loan documents, including, at Landlord's option, the right to purchase or have its designee purchase, or discharge in full the indebtedness secured by such Leasehold Mortgage.

In no event shall Landlord's or the City's interest in the Leased Premises be used as security or collateral for any obligation of Tenant. Tenant shall provide Landlord no later than ten (10) days after the date of execution of a Leasehold Mortgage with (x) a fully executed and recorded copy of each Leasehold Mortgage, (y) the name and notice address of each Leasehold Mortgagee and (z) evidence reasonably satisfactory to Landlord that such Leasehold Mortgageemeets the requirements of a Qualified Lender. Effective upon receipt of the foregoing items, the following provisions shall apply notwithstanding any contrary provision of this Lease until the Leasehold Mortgage has been discharged or released:

A. Landlord shall provide each Leasehold Mortgagee with a copy of any notice of default under the Lease contemporaneous with the providing of such notice to Tenant, which notice shall be sent in the manner required pursuant to Section 22.5 hereof, addressed to the Leasehold Mortgagee at the notice address provided to Landlord.

B. Upon receipt of notice of a default, each Leasehold Mortgagee shall have a period equal to the cure period afforded to Tenant that shall run concurrently with the cure period afforded to Tenant, plus an additional thirty (30) day period to cure a monetary default, and an additional sixty (60) day period to cure a non-monetary default on the part of Tenant; provided that if a non-monetary default is of such a nature that it can be cured by Leasehold Mortgagee, but the cure cannot be completed within such additional sixty (60) days, then the period afforded to such Leasehold Mortgagee to cure such non-monetary default shall be extended automatically for the time necessary to complete the cure so long as (i) such Leasehold Mortgagee commences to cure such non-monetary default

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within such sixty (60) day period and thereafter diligently prosecutes said cure to completion and (ii) cures all monetary defaults within the thirty (30) day cure period provided above and cures all other non-monetary defaults within the periods provided above; and provided further that the cure periods set forth above with respect to non-monetary defaults (but not monetary defaults) that require possession of the Leased Premises to effect shall be extended automatically during the pendency of any proceeding instituted by the Leasehold Mortgagee to obtain possession of the Leased Premises, whether by foreclosure or other judicial enforcement of the Leasehold Mortgage, said extension for non-monetary defaults to continue as long as Leasehold Mortgagee prosecutes the proceeding diligently and in good faith to acquire possession of the Leased Premises.

C. In the event that a default under the Leasehold Mortgage or any related loan document occurs and Leasehold Mortgagee or its designee, before or after the institution of foreclosure or other judicial enforcement proceedings, receives any rent, revenue or other monies otherwise due to Tenant in connection with the operation of the Project, under any Subleaseor otherwise, Leasehold Mortgagee shall pay such amounts to Landlord for application to Rent and deposits to the Capital Reserve Fund then owing by Tenant to Landlord; provided that Leasehold Mortgagee may retain and apply to the loan and all other amounts, obligations and liabilities owing by Tenant to Leasehold Mortgagee under the loan documents, in any order Leasehold Mortgagee, in its sole discretion, shall elect, any such amounts received by it in any calendar month in excess of the Rent payable during such calendar month.

D. If the Leasehold Mortgagee becomes a mortgagee in possession or owner of all or part of the right, title and interest of Tenant under this Lease by foreclosure or assignment, Landlord shall recognize the Leasehold Mortgagee (or its designee, successor, assignee, nominee, or the purchaser at such foreclosure sale) as Tenant under the Lease.

E. Notwithstanding any provision of this Lease under which Landlord may declare a default and terminate or cancel this Lease or Tenant's rights or interests thereunder, no notice of default given by Landlord to Tenant or other action by Landlord to declare a default shall be effective to terminate this Lease, if and so long as the Rent is paid in accordance with the terms of this Lease and the Leasehold Mortgagee or its nominee shall promptly commence the enforcement of and diligently pursue all rights and remedies legally available to it, to correct or cure all defaults that are susceptible of being cured by the Leasehold Mortgagee and diligently prosecutes all work required to cure all defaults to completion and, with respect to defaults that are not susceptible of being cured by the Leasehold Mortgagee, if the Leasehold Mortgagee promptly commences the enforcement of and diligently pursues all rights and remedies legally available to it to acquire the leasehold estate under the Leasehold

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Mortgage. Landlord shall have the right to terminate or cancel this Lease if Leasehold Mortgagee fails to cure any such default within the cure periods provided to it herein.

F. If the Lease terminates by reason of the occurrence of an Event of Default, or by reason of a disaffirmance of the Lease by a receiver, liquidator or trustee for the property subject to one or more Leasehold Mortgages, or other applicable laws affecting creditors' rights, Landlord shall give notice thereof to each Leasehold Mortgagee. Landlord shall, on written request of a Leasehold Mortgagee made within thirty (30) days after receipt of the notice of termination (if more than one Leasehold Mortgagee makes such request, the rights under this paragraph shall be afforded to the requesting Leasehold Mortgagee who holds the highest priority with respect to the respective secured obligations of all requesting Leasehold Mortgagees; provided that Landlord shall have no obligation to determine the respective priorities of such requesting Leasehold Mortgagees), enter into a new lease (the "New Lease") with the Leasehold Mortgagee for the remainder of the term of this Lease at the same Rent and on the same terms and conditions as contained in this Lease, and dated as of the date of termination of this Lease, provided that, (i) this Leasehold Mortgagee executes the New Lease and delivers it to Landlord within thirty (30) daysafter receipt of such request, and (ii) contemporaneously with theexecution and delivery of the New Lease, the Leasehold Mortgagee cures any defaults existing under this Lease (including payment of all accrued and unpaid Rent) except those defaults which are not reasonably susceptible of being performed by Leasehold Mortgagee. The Leasehold Mortgagee shall be given credit for rents and income actually collected in the meantime by Landlord from any subtenant or assignee of the Leased Premises. The leasehold interest of the Leasehold Mortgagee, as tenant under the New Lease, shall have priority equal to the leasehold interest of Tenant under this Lease, so that there shall be no charge, lien or burden created by Landlord upon the Leased Premises subject to the Leasehold Mortgage prior to or superior to the leasehold interest granted by the New Lease that was not prior to or superior to the leasehold interest of Tenant under this Lease as of the date immediately preceding the date this Lease went into default. Any New Lease may, at the option of the Leasehold Mortgagee, be assigned to a nominee of the Leasehold Mortgagee without the Leasehold Mortgagee's assuming the burdens and obligations of Tenant thereunder, beyond the period of its actual occupancy, provided that (i) such assignee is a Qualified Transferee, or (ii) Landlord has approved the assignment, which approval shall not be unreasonably withheld, conditioned or delayed. Any New Lease shall at the option of the Leasehold Mortgagee be subject to any sublease or assignment made by Tenant with any Third Party up to the termination of this Lease, and each such sublease or assignment, at the option of the Leasehold Mortgagee, shall remain in full force and effect, with the new tenant becoming the landlord thereunder.

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G. Landlord and Tenant shall not (whether unilaterally or mutually) voluntarily terminate (whether pursuant to the terms of this Lease or otherwise) or accept a surrender of this Lease without the prior consent of each Leasehold Mortgagee whose name and notice address was provided to Landlord by Tenant as set forth herein. Further, any amendments or modifications to this Lease made without Leasehold Mortgagee's consent shall not be binding, and shall have no force or effect, against such Leasehold Mortgagee.

H. In the event of a Total Taking of all or any portion of the Leased Premises and/or the Improvements, the Leasehold Mortgagee shall be entitled to be paid out of that portion of the award that Tenant would otherwise be entitled to receive.

I. In the event of a Casualty, Leasehold Mortgagee agrees that the proceeds of any fire or other casualty insurance obtained during the Term hereof shall be used to replace or repair the Leased Premises, subject to the provisions of Section 14.4. If the Lease is terminated as a result of a Casualty occurring in the last ten (10) years of the Term as permitted under Section 14.4, all insurance proceeds shall be paid as provided in Section 14.4.

J. Tenant hereby assigns to the first in priority Leasehold Mortgagee, for as long as it remains the first in priority Leasehold Mortgagee, Tenant's right to accede to a rejection of this Lease under Section 365(h) of the Bankruptcy Code in connection with a bankruptcy proceeding in which Landlord is the debtor. Landlord hereby consents to this assignment.

K. If a Leasehold Mortgagee or its designee acquires Tenant's interest in this Lease in a foreclosure sale or dation en paiement, the assignment in connection with the foreclosure sale or dation en paiement (and the next assignment by the acquiring Person) shall be subject to the transfer restrictions imposed by this Lease. If a Leasehold Mortgagee or its designee acquires this Lease at a foreclosure sale or in a dation en paiement and then assigns this Lease to any other Person, the Leasehold Mortgagee or its designee shall be released from any obligations and liabilities under the Lease arising from and after the date of the assignment if (a) the assignee is a Qualified Transferee, (b) the assignor assigns its entire interest in and to this Lease, together with all prepaid rents hereunder, and (c) the assignee accepts the assignment, agrees to pay all the Rent thereafter arising hereunder directly to Landlord, and assumes and agrees to perform all of Tenant's obligations and liabilities thereafter arising under this Lease directly for the benefit of Landlord and those claiming by, through or under Landlord.

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L. Nothing in this Section 18.1 shall be construed to limit the right of Landlord to declare a default under this Lease in the event that Landlord does not receive the full amount of Rent when due under this Lease.

M. Any Leasehold Mortgage executed in violation of the provisions of this Section 18.1 shall be null and void and of no effect, and shall constitute an Event of Default.

N. Each Leasehold Mortgagee is a third party beneficiary of the terms of this Section.

O. The provisions of this Section 18.1 shall survive the termination of this Lease.

18.2 Subordination of Landlord's Lien. Landlord and the City hereby subordinate landlord's liens and privileges they may have now or at any time hereafter arise on or against any of Tenant's Property on the Leased Premises in favor of Leasehold Mortgagees and lessors and lenders of equipment leases or loans granted in connection with financing Tenant's Property.This subordination shall be self-operative, however, Landlord and the City agree to execute from time to time one or more documents reflecting this agreement, which documents shall be in form and substance reasonably satisfactory to the City and Landlord. Notwithstanding any other provision contained in this Lease, Landlord and the City do not subordinate any lien against any property or rights to property, whether movable or immovable, if the lien results from a failure to pay Impositions when due, or if the lien results from the exercise of any similar governmental authority.

18.3 No Subordination by Landlord. Neither this Article nor any other provision of this Lease requires, or shall be construed to require, Landlord to subordinate Landlord's interest in the Rent, this Lease or the Leased Premises (other than Landlord's interest in the TenantImprovements during the Term) to a Leasehold Mortgage.

18.4 Fee Mortgages. Landlord shall have the right during the Term to execute a mortgage encumbering the right, title, interest and estate of Landlord in and to the Leased Premises, and Landlord's interest in this Lease (each, a "Landlord Mortgage"), and may at any time or from time to time make assignments of the Rent payable hereunder or otherwise grant security interests or liens upon such Rent; provided, however, (i) any and all Landlord Mortgages shall be expressly subject and subordinate in any and all respects to this Lease, all of the obligations of Landlord hereunder, and all of the rights, title and interest of Tenant and any Leasehold Mortgagee created or arising under this Lease, and (ii) any foreclosure sale under any Landlord Mortgage or dation en paiement shall be subject to the terms of Section 17.8 hereof. Notwithstanding the foregoing, Landlord covenants and agrees that contemporaneously with granting any Landlord Mortgage against or with respect to its interest in the Leased Premises, Landlord will cause any such lender to enter into a recordable non-disturbance agreement, in form and substance reasonably acceptable to Tenant and such lender, containing non-disturbance provisions protecting Tenant's rights under this Lease (a "Landlord Mortgage Non-Disturbance Agreement"). Any such Landlord Mortgage Non-Disturbance Agreement shall include an agreement by the lender that so long as no Event of Default exists under this Lease,

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(x) the rights of Tenant and Leasehold Mortgagee under this Lease, and all terms and conditions of this Lease, shall not be affected or disturbed by the lender in the exercise of any of its rights under the Landlord Mortgage, (y) if any foreclosure sale or dation en paiement occurs under the Landlord Mortgage, this Lease shall continue in effect and shall not be terminated and the purchaser of the Leased Premises shall become bound to Tenant and Leasehold Mortgagee to perform all of Landlord's obligations under this Lease and (z) any foreclosure sale or dation en paiement under any such Landlord Mortgage shall be subject to the terms of Section 17.8 above.

ARTICLE XIXDEFAULT BY TENANT

19.1 Defaults. The occurrence of any of the following shall constitute an "Event of Default" by Tenant:

(a) A failure by Tenant to pay an installment of Rent or make any deposit to the Capital Reserve Fund, in each case after the due date therefor.

(b) The failure by Tenant to Commence Construction, to Substantially Complete the Project or to Open the Project, in each case on or before the dates set forth in the Project Construction Schedule, in each case within the cure period set forth in Section 7.5 hereof.

(c) The failure by Tenant to maintain the insurance required in this Lease in full force and effect.

(d) The failure by Tenant to continuously operate the Project in accordance with the Operating Standard and the other provisions of this Lease, except when prevented by Force Majeure or when closed for Alterations as permitted herein, and failure to cure the same within the time period provided in Section 8.1.

(e) The assignment of this Lease or sublease of any portion of the Leased Premises in violation of the provisions of Article XVII of this Lease, or the mortgage of any portion of the Project or Tenant's interest in this Lease in violation of the provisions of Article XVIII of this Lease.

(f) The making by Tenant of a general assignment for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or the petition for reorganization or arrangement under any law relating to bankruptcy unless, in the case of a petition filed against Tenant, the same is dismissed within one hundred twenty (120) days; the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Leased Premises or of Tenant's interest in this Lease, where such possession is not restored to Tenant within one hundred twenty (120) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Leased Premises or of Tenant's interest in this Lease where such seizure is not discharged within one hundred twenty (120) days.

(g) Tenant abandons the Leased Premises or fails to continuously operate the Project as required by this Lease.

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(h) A failure by Tenant to observe and perform any other provision of this Lease to be observed or performed by Tenant, where the failure continues for thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that it cannot reasonably be cured within the thirty (30) day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence the cure and thereafter diligently prosecute the cure to completion; and provided further after two (2) such notices in any twelve (12) month period of the same or similar default, no further notice of default shall be required in such 12-month period.

(i) If Guarantor defaults under the Completion Guaranty and such default continues beyond any applicable notice and cure period provided therein.

(j) If (i) a material default by Tenant occurs and continues beyond any applicable cure period under the Management Agreement and such default permits the Manager to terminate or cancel the Management Agreement; (ii) the Management Agreement is amended or terminated without Landlord’s consent other than pursuant to the express terms thereof; or (iii) the Manager is no longer a Qualified Manager and Tenant fails to replace the manager with a Qualified Manager within ninety (90) days thereafter.

(k) If (i) a material default by Tenant occurs and continues beyond any applicable cure period under the Franchise Agreement and such default permits the Franchisor to terminate or cancel the Franchise Agreement; (ii) the Franchise Agreement is amended or terminated without Landlord’s consent other than pursuant to the express terms thereof; or (iii) the Franchisor is no longer a Qualified Franchisor and Tenant fails to replace the Franchisor with a Qualified Franchisor within ninety (90) days thereafter.

(l) If an "Event of Default" under and as defined in the Parking Agreement occurs.

19.2 Remedies. Upon the occurrence of an Event of Default, Landlord may pursue or exercise any one or more of the following remedies:

(a) Landlord may terminate this Lease by written notice to Tenant. The termination shall be effective as of the date specified by Landlord in its notice of termination, without further notice or putting in default. Tenant shall be liable for (i) the Rent and other obligations incurred up to the date of termination plus Landlord's actual damages as a result of the Event of Default plus (ii) the present value at the time of termination (calculated by discounting on a monthly basis at a discount rate equal to the rate payable on 30-year U.S. Treasury securities offered at the time of such calculation) of the amount, if any, by which (A) the aggregate of the Base Rent and all other Rent payable by Tenant under this Lease that would have accrued for the balance of the Term after termination, exceeds (B) the amount of such Base Rent and other Rent that could reasonably be recovered (less reasonable costs of leasing), if any, by reletting the Leased Premises for the remainder of the Term at the then-current fair rental value; plus (iii) interest on the amount described in (ii) above from the termination date to the date of payment at the Default Rate. If any Governmental Requirement shall validly limit the damages provided for herein to less than the amount agreed to herein, Landlord shall be

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entitled to the maximum amount available under such Governmental Requirement. Tenant specifically waives all notices to vacate, including but not limited to the notice to vacate specified in Louisiana Civil Code of Procedure Article 4701, or any successor provision of law.

(b) Landlord may demand specific performance or a mandatory injunction requiring Tenant to perform its obligations under this Lease.

(c) Landlord will have the right, but not the obligation, to enter the Leased Premises personally or through its agents, consultants or contractors and take possession of any of the Leased Premises, without additional demand or notice except as required by Governmental Requirements, and repossess the same and expel Tenant and any party claiming by, through or under Tenant, and remove the effects of both, without prejudice to any remedies for arrears of Rent or right to bring any proceeding for breach of covenants or conditions. No such reentry or taking possession of the Leased Premises by Landlord, or notice thereof, shall be construed as an election by Landlord to terminate this Lease unless a notice of such intention is given to Tenant. Landlord reserves the right, following any reentry or reletting, to exercise its right to terminate this Lease by giving Tenant such notice, in which event this Lease shall terminate as specified in such notice. After recovering possession of the Leased Premises, Landlord may, at its option, relet the Leased Premises on commercially reasonable terms and conditions. Landlord may make such repairs, alterations or improvements as Landlord considers appropriate to accomplish such reletting, and Tenant shall reimburse Landlord upon demand for all reasonable costs, including reasonable attorneys' fees, that Landlord may incur in connection with such reletting, together with interest at the Default Rate from the date paid by Landlord. Landlord may collect and receive the rents for such reletting, but Landlord shall in no way be responsible or liable for any inability to relet the Leased Premises or to collect any rent due upon such reletting. In no event shall Tenant be entitled to any excess rent collected by Landlord over the Rent payable by Tenant under this Lease. Regardless of Landlord's recovery of possession of the Leased Premises, so long as this Lease is not terminated, Tenant shall continue to pay, on the dates specified in this Lease, the Base Rent and other Rent that would be payable if such repossession had not occurred, less a credit for the net amounts, if any, actually received by Landlord through any reletting of the Leased Premises.

(d) Landlord may (but under no circumstance shall be obligated to) enter uponthe Leased Premises and do whatever Tenant is obligated to do under the terms of thisLease, including taking all reasonable steps necessary to maintain and preserve theProject and/ or to complete the Renovation; and Tenant agrees to reimburse Landlord on demand for any reasonable expenses which Landlord may incur in effecting compliance with Tenant’s obligations under this Lease plus interest at the Default Rate. Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from any action taken hereunder. No action taken by Landlord under this Section shall relieve Tenant from any of its obligations under this Lease or from any consequences orliabilities arising from the failure to perform such obligations.

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In any case, Landlord may remove or cause to be removed, at Tenant's expense, all property from the Leased Premises and store the same in Landlord's or Tenant's name, but at the cost, expense, and risk of Tenant, without liability to Landlord for loss or injury to such property, and without prejudice to Landlord's privilege securing all sums due under this Lease.

In lieu of or in addition to any of the foregoing remedies and damages, Landlord may exercise any remedies and collect any damages available to it at law or in equity. All remedies are cumulative and concurrent and no remedy is exclusive of any other remedy. No remedy shall be exhausted by any exercise thereof.

ARTICLE XXTERMINATION OF THE LEASE

20.1 Surrender of Leased Premises. At the expiration or earlier termination of this Lease, Tenant shall surrender to Landlord the Leased Premises and the Improvements in good order and repair, broom clean, free from trash, ordinary wear and tear, damage by Casualty and Taking excepted, and in compliance with all Governmental Requirements, free and clear of all Subleases and liens and encumbrances other than Permitted Encumbrances. The TenantImprovements shall become the property of Landlord at the termination of this Lease without compensation to Tenant, without the necessity of any further action of any party hereunder; provided, however, that Tenant shall execute and deliver to Landlord (in recordable form) all documents necessary to evidence such conveyance. In addition, Tenant shall deliver to Landlord true and complete maintenance records for the Improvements and all assignable warranties pertaining to the Improvements. Tenant shall at its own cost remove, before the end of the Term,all Tenant's Property and other moveable property located on the Leased Premises, including signage, repair any damage to the Leased Premises caused by the removal, and shall leave all wiring, conduit and pipes closed and secured. Tenant waives any notice now or hereafter required by any Governmental Requirement with respect to vacating the Leased Premises at the expiration or earlier termination of this Lease. Any property required to be removed by Tenant and not so removed shall become the property of Landlord, and Landlord may thereafter cause such property to be removed from the Leased Premises without incurring liability to Tenant or any other Person and at the sole cost and expense of Tenant, without compensation to Tenant. Tenant shall pay to Landlord on demand the cost of removing and disposing of such property and repairing any damage to any of the Leased Premises caused by such removal (together with interest at the Default Rate from the date of demand). Landlord may use funds in the Capital Reserve Fund to remove such property and to repair any damage caused by such removal.Landlord may use any of Tenant's property as its own. The provisions of this Section 20.1 shall survive the termination of this Lease.

20.2 Holding Over. If Tenant remains in possession of the Leased Premises after termination of the Lease, Tenant shall be deemed to be occupying the Leased Premises as a tenant from month-to-month at twice the Base Rent provided herein for the last Lease Year of the Term, subject to all the other conditions, provisions and obligations of this Lease insofar as they are applicable for a month-to-month tenancy. The collection of Rent shall not be a waiver of Landlord's other rights and remedies under this Lease.

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ARTICLE XXIPROFIT PARTICIPATION

21.1 Profit Participation. As additional consideration for the granting of this Lease, Tenant agrees to pay Landlord additional sums upon the occurrence of certain capital transactions, all as more fully described in this Article.

21.2 Profit Participation Terms. As used in this Article, the term "Ownership Group" means the Persons who are the direct or indirect beneficial owners of equity interests in Tenant; and the term "Ownership Interest" means the equity interests of the Ownership Group in Tenant.

21.3 Sale of the Project. If there is a sale, exchange or other transfer of all or a portion of the Project, Tenant shall pay to Landlord a sum (the "Project Sale Amount") equal to __% of the Net Project Sales Proceeds (as defined below). The term "Net Project Sales Proceeds" shall mean the gross proceeds received by Tenant in connection with the sale of the Project minus (a) all closing costs, including without limitation customary real estate commissions, attorneys' fees, taxes and other closing prorations, (b) loan prepayment fees, defeasance expenses, yield maintenance expenses and other similar fees, costs and expenses incurred in connection with the transaction, (c) all sums for the repayment of all loans and other indebtedness, whether or not secured by a mortgage on the Leased Premises, (d) management or license agreement cancellation or buyout costs, and (e) all other costs, fees and expenses of the closing, the sale or the sale transaction reasonably and necessarily incurred by Tenant.

21.4 Sale of Ownership Interests. If there is a sale, exchange or other transfer by a member of the Ownership Group of all or any portion of an Ownership Interest, Tenant shall pay to Landlord a sum (the "Ownership Interest Sale Amount") equal to __% of the Net Ownership Interest Sales Proceeds (as defined below) received by the seller from the sale. The term "Net Ownership Interest Sales Proceeds" shall mean the gross proceeds or other cash value of all consideration received by the seller in connection with the sale of the Ownership Interest or any portion thereof minus all closing costs, including without limitation customary commissions, attorneys' fees and other closing prorations, and all other costs, fees and expenses of the closing, the sale or the sale transaction reasonably and necessarily incurred by the seller.

21.5 One Time Payment. The payments to Landlord under this Article shall be paid only once, all as more fully described below:

(a) Sale of the Project. If the entire Project is sold, exchanged or otherwise transferred and payment is made to Landlord pursuant to Section 21.3, then no further payments shall be made under this Article upon the payment of the Project Sale Amount in connection therewith. If only a portion of the Project is sold, exchanged or otherwise transferred, then upon the payment of the Project Sale Amount in connection therewith the portion sold shall no longer be part of the Project solely for purposes of this Article.

(b) Sale of Ownership Interests. If all Ownership Interests are sold, exchanged or otherwise transferred and payment is made to Landlord pursuant to Section 21.4, then no further payments shall be made under this Article upon the payment of the Ownership Interest Sale Amount in connection therewith. If only a portion of the

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Ownership Interests is sold, exchanged or otherwise transferred, then upon the payment of the Ownership Interest Sale Amount in connection therewith the portion sold shall no longer be part of the Ownership Interests for the purposes of this Article. The purchaser of an Ownership Interest shall not become a member of the Ownership Group for purposes of this Article, no further Ownership Interest Sale Amount shall be payable upon the buyer's later sale of that Ownership Interest or any portion thereof, and the Project Sale Amount shall thereafter be calculated without including this Ownership Interest.

21.6 Excluded Transactions. The payments required by this Article shall not be made in connection with the following excluded transactions:

(a) Foreclosure Sale or Dation en Paiement of Project. No payments under this Article shall be made in connection with a foreclosure sale of the Project or a dation en paiement of the Project, provided the Leasehold Mortgagee provoking the foreclosure sale or accepting the dation en paiement is not an Affiliate of Tenant, except to the extent that any member of the Ownership Group receives any sums in connection with the foreclosure or dation en paiement, in which case such sums will be treated as proceeds from a sale of the Project for the purposes of this Article.

(b) Sale of Ownership Interests to Certain Persons. No payments under this Article shall be made upon the sale of all or portions of the Ownership Interests to (a) any other then-current members of the Ownership Group, (b) an Affiliate of the seller, or (c) a Family Member or Entity (as hereafter defined) of a member of the Ownership Group. This Article shall continue unaffected by this sale as if this sale had not occurred, and the buyer shall then be substituted for the seller as a member of the Ownership Group withrespect to the interest sold.

21.7 Notice; Payment. Tenant shall provide Landlord with written notice of any proposed sale contemplated under this Article XXI at least thirty (30) days prior to the intended closing date for such sale. Tenant shall pay the amounts required pursuant to the terms of this Article upon the closing of the applicable transaction. Tenant shall also deliver to Landlord, together with such payment, a calculation of the amount due. Landlord shall have the right to review, inspect and audit the books and records of Tenant and the selling party reasonably necessary to verify the calculation of the amount payable hereunder. Tenant agrees to cooperate fully with Landlord to enable Landlord to verify the calculation of the amount due.

ARTICLE XXIIMISCELLANEOUS PROVISIONS

22.1 Force Majeure. If either party is delayed, hindered or prevented from the performance of any act required hereunder by strikes, acts of God, lockouts, labor disputes, inability to procure materials, failure of power, restrictive Governmental Requirements, riots or insurrection, or other causes beyond the reasonable control of such party and not the fault of such party ("Force Majeure"), then the performance of the act shall be excused and the period for the performance of the act shall be extended for the period equivalent to the period of the delayprovided that the affected party shall provide notice to the other party promptly after the occurrence of the nature of such event, the effect on such party's ability to perform its obligations

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under this Lease and the expected duration of such delay. The provisions of this Section shall not operate to excuse Tenant from the prompt payment of Rent or any other payments required by the terms of this Lease.

22.2 Partial Invalidity. If a term, covenant, condition, or provision of this Lease or the application thereof to any Person or circumstance is, at any time or to any extent, invalid or unenforceable, the remainder of this Lease, or the application of the term, covenant, condition or provision to Persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected. Each term, covenant, condition, and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

22.3 Intervention by City. The City of New Orleans intervenes in this Lease to agree to the terms applicable to it. The City further agrees that if the City Lease terminates for any reason before the expiration or termination of this Lease, then the termination of the City Lease shall not result in a termination of this Lease and that this Lease shall continue for the duration of the Term as a direct lease between the City and Tenant, with the same force and effect as if the City had originally entered into this Lease as Landlord hereunder, provided Tenant shall observe and perform all of its obligations under this Lease as herein provided, and Tenant shall attorn to the City, and the City agrees to accept such attornment. The provisions of this Section shall be self-operative and shall occur automatically upon the termination of the City Lease. The City hereby agrees to execute, acknowledge and deliver any documents reasonably requested by Tenant to further evidence or perfect the provisions of this Section.

22.4 Attorneys' Fees. The prevailing party in any action or proceeding arising out of or in connection with this Lease shall be entitled to recover from the other party all costs, reasonable attorneys' fees and other expenses incurred by it in connection therewith.

22.5 Notice. Any notice, consent, request or other communication required or permitted to be given hereunder shall be in writing and shall be given to the parties at the following address:

Landlord: New Orleans Building Corporation1111 Canal Street, Suite 400New Orleans, Louisiana 70112 Attention: Executive Director

With copies to: City Attorney City Hall 1300 Perdido StreetNew Orleans, LA 70112

Stone Pigman Walther Wittmann L.L.C.546 Carondelet StreetNew Orleans, LA 70130Attention: Scott T. Whittaker

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Tenant:

Attention:

With a copy to:

A party may change its address by providing written notice of the new address to the other parties to this Lease. Notices and other communications shall be (a) personally delivered; or (b) delivered by Federal Express or other overnight delivery service; or (c) transmitted by U.S. mail, post pre-paid, registered or certified mail, return receipt requested. All notices and other communications shall be deemed to have been duly given on the first to occur of actual receipt of such notice or refusal of delivery.

22.6 Applicable Law. This is a Louisiana contract and shall be governed, interpreted and enforced in accordance with the laws of the State of Louisiana.

22.7 Public Purpose; Economic Benefit; Total Consideration. Landlord hereby declares and acknowledges that the execution of this Lease and the construction and implementation of the Project, including, without limitation the development and operation of the Project and related improvements will enhance the public benefit and welfare and therefore constitute a public purpose in that they prevent and combat community deterioration along Canal and Poydras Streets in New Orleans, Louisiana; increase employment opportunities in the City of New Orleans Louisiana; increase and promote tourism and enhance tourist amenities on Canal and Poydras Streets in New Orleans, Louisiana; and preserve and improve the aesthetic quality inuring to the economic health of the central business district of the City of New Orleans,Louisiana. These items constitute important public benefits to the City. Further, additional public benefits of this Lease and the construction and implementation of the Project consist of the increased sales tax and hotel room tax revenue from the operation of the Project, together with other related commercial activities to take place at the Project. Further, Landlord hereby declares and acknowledges that the letting of this Lease was done on the basis of an objective evaluation of factors relating to the public benefit and welfare, and the public purposes, hereinabove described, including, but not limited to, rental return, quality of products and services to be provided, financial stability of Tenant, architectural design of the development, and uniqueness of operation of the development in the City of New Orleans, particularly the Central Business District. Landlord hereby further declares and acknowledges that, as described hereinabove, this Lease provides a fair and equitable return of revenue to Landlord.

22.8 Estoppel Certificate. Tenant shall, at any time and from time to time, upon not less than thirty (30) days prior written notice from Landlord, execute, acknowledge and deliver to Landlord or to the Persons specified by Landlord a statement in writing, (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of the modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the Rent is paid in advance, if any, (ii) acknowledging that there are not, to

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Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying the defaults if any are claimed, and (iii) any other matter reasonably requested by Landlord.

Landlord shall, at any time and from time to time, upon not less than thirty (30) days prior written notice from Tenant, execute, acknowledge and deliver to Tenant or to the Persons specified by Tenant a statement in writing, (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of the modification and certifying that this Lease, as so modified, is in full force and effect) and the dates to which the Rent and other charges are paid in advance, if any, (ii) acknowledging that there are not, to Landlord's knowledge, any uncured defaults on the part of Tenant hereunder, or specifying the defaults if any are claimed, and (iii) any other matter reasonably requested by Tenant.

22.9 Successors and Assigns. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

22.10 No Partnership or Joint Venture. Neither this Lease nor the payment by Tenant to Landlord of any portion of Gross Revenues, nor any action of the parties taken in furtherance of this Lease shall be construed to create either a partnership or a joint venture between Landlord and Tenant. The existence of a partnership or joint venture is hereby specifically denied.

22.11 Terms and Headings. The words "Landlord" and "Tenant" as used herein shall include the plural as well as singular. Words used in any gender include other genders. If there ismore than one Tenant, the obligations hereunder imposed upon Tenant shall be in solido.

22.12 Time of the Essence. Time is of the essence with respect to the performance of every provision of this Lease.

22.13 Prior Agreements; Amendments. This Lease contains the entire agreement of the parties with respect to the matters covered by this Lease and supersedes all prior and contemporaneous understandings or agreements, whether written or oral. This Lease may not be amended or modified except by an agreement in writing signed by Landlord and Tenant.

22.14 Memorandum or Extract of Lease. This Lease shall not be recorded. A memorandum or extract of this Lease shall be executed and acknowledged by the parties and recorded pursuant to the laws of the State of Louisiana simultaneously with the execution of this Lease. Failure of the parties to sign or record a memorandum or extract shall not, however, affect the validity of this Lease. Upon the termination of this Lease, Landlord and Tenant shall immediately cause to be prepared and shall execute, acknowledge and deliver a termination of such memorandum or extract in recordable form that shall be recorded in the real property records. Tenant shall pay all costs and expenses (including but not limited to all transfer, conveyance, recordation and similar taxes and assessments imposed) in connection with execution or recordation of documents or instruments contemplated in this Section. The covenants set forth in this Section shall survive the termination of this Lease.

22.15 No Waiver. No waiver of any provision of this Lease shall be implied by any failure of either party to enforce any remedy upon the violation of such provision, even if such violation is continued or repeated subsequently. No express waiver shall affect any provision

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other than the one specified in such waiver, and then only for the time and in the manner specifically stated. Nothing in this Lease is intended to waive or create any estoppel with regard to any rights Tenant may have at any time under federal, state or local law to defend itself against or contest any action of any Governmental Authority.

22.16 Counterparts. This Lease may be executed in one or more counterparts and all such counterparts shall be deemed to be originals and together shall constitute one and the same instrument.

22.17 No Broker. Tenant and Landlord covenant, represent and warrant that neither has had dealings or communications with any broker or agent in connection with the consummation of this Lease, and both covenant and agree to pay, hold harmless and indemnifyeach other from and against any and all cost, expense (including reasonable attorneys' fees) or liability for any compensation, commissions or charges claimed by any broker or agent with respect to this Lease or the negotiation thereof.

22.18 Waiver of Trial by Jury. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW FROM TIME TO TIME IN EFFECT, LANDLORD AND TENANT WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY LANDLORD OR TENANT AGAINST THE OTHER WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, ANY DOCUMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH THIS LEASE, TENANT'S USE AND OCCUPANCY OF THE LEASED PREMISES, OR THE RELATIONSHIP OF LANDLORD AND TENANT HEREUNDER.

22.19 Equal Employment Opportunity. In all hiring or employment made possible by or resulting from this Lease:

(a) There will not be any discrimination against any employee or applicant for employment because of race, age, color, religion, sex, sexual preference, national origin, or physical handicap, and

(b) Where applicable, affirmative action will be taken to insure that Tenant's employees are treated during employment without regard to their race, age, color, religion, sex, sexual preference, national origin, or physical handicap. This requirement shall apply to, but not be limited to, the following: Employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeships. All solicitations or advertisements for employees shall state that all qualified applicants will receive consideration for employment without regard to race, age, color, religion, sex, sexual preference, national origin, or physical handicap.

22.20 Conflict of Interest. Tenant agrees that during the Term of this Lease, it will comply with all applicable federal, state and local laws in order to prevent conflicts of interest.

22.21 Responsibility for Costs and Risks of Operations. Tenant shall pay all costs and assume all risks in doing work, or carrying on operations, now or hereafter permitted or required under the terms and conditions of this Lease; and Tenant shall pay all costs, reasonable

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attorneys' fees and other expenses incurred by Landlord in enforcing the covenants of this Lease. In the event that Tenant requests any consent, approval or agreement from Landlord, or if the satisfaction of one or more conditions or criteria is required in connection with any actions to be undertaken or any rights to be exercised by Tenant hereunder, then Tenant shall pay the reasonable costs and fees incurred by Landlord (including fees of its attorneys and professional advisors) in connection with the Landlord's consideration or evaluation of such request, or in connection with the Landlord's determination of whether such conditions or criteria are satisfied.

22.22 Venue and Personal Jurisdiction.

(a) Each party to this Lease hereby submits to the jurisdiction of the State of Louisiana and the courts thereof and to the jurisdiction of the Civil District Court for the Parish of Orleans, State of Louisiana and the United States District Court for the Eastern District of Louisiana for the purposes of any suit, action or other proceeding arising out of or relating to this Lease, and hereby agrees not to assert by way of a motion as a defense or otherwise that such action is brought in an inconvenient forum or that the venue of such action is improper or that the subject matter thereof may not be enforced in or by such courts.

(b) If at any time during the Term, Tenant is not a resident of the State of Louisiana or has no officer, director, employee, or agent thereof available for service of process as a resident of the State of Louisiana, or if any permitted assignee thereof shall be a foreign corporation, partnership or other entity or shall have no officer, director, employee, or agent available for service of process in the State of Louisiana, Tenant or its assignee hereby designates the Secretary of State, State of Louisiana, its agent for the service of process in any court action between it and Landlord or arising out of or relating to this Lease and such service shall be made as provided by the laws of the State of Louisiana for service upon a nonresident; provided, however, that at the time of service on the Secretary of State, a copy of such service shall be delivered to Tenant in the manner provided in Section 22.5 of this Lease.

22.23 No Drafting Presumptions. The parties to this Lease agree and acknowledge that each has had significant input into the drafting of this Lease. Consequently, and notwithstanding the provisions of Articles 2056 or 2057 of the Louisiana Civil Code to the contrary, nothing contained in this Lease shall be presumptively construed against a party on the basis of any drafting responsibility. Further, the parties agree and acknowledge that the drafting of this Lease was facilitated and expedited by the specific undertaking of the parties and their respective counsel, and in order to induce each other to make reasonable drafting accommodations, that no revision (by insertion or deletion) to any draft of this Lease either shall constitute or ever be used by or on behalf of any of them as an interpretive aid or as the basis of any contention to the effect that any such deletion or insertion or change from prior drafts proves facts or circumstances concerning the intent or agreement of a party in a subsequent draft or drafts.

22.24 Joint and Several Liability. If Tenant at any time comprises more than one Person, all such Persons shall be jointly and severally liable for the performance of every obligation of Tenant under this Lease.

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22.25 Dates of Performance. If any date for performance of any obligation hereunder falls on a Saturday, Sunday or nationally established holiday, the time for performance of such obligation shall be extended until the next Business Day following such date.

22.26 No Third Party Beneficiary. Except for the City and Leasehold Mortgagees, there shall be no third party beneficiaries with respect to this Lease.

22.27 Oversight. Tenant understands and will abide by all provisions of the Code of the City of New Orleans, Chapter 2, Art. XIII, Sect. 2-1120, as adopted by City Ordinance No. 22,888 M.C.S. (relative to the operations and authority of the City Inspector General), incorporated herein by reference.

22.28 Limitation of Liability. Notwithstanding anything contained in this Lease to the contrary, Tenant agrees that it shall look solely to the estate and property of Landlord in the Project for the collection of any judgment (or other judicial process) requiring the payment of money or damages by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed and/or performed by Landlord or the City. Other than its interest in the Project (and only if Louisiana law allows seizure of public property), no other assets of Landlord or the City shall be subject to levy, execution or other procedure for the satisfaction of Tenant's judgment, and under no circumstances shall Landlord, the City or any of their respective officers, directors, agents, managers or employees have any personal liability for the obligations of Landlord or the City hereunder. Nothing contained herein, however, shall be construed to limit or restrict any rights or actions which Tenant may have against any other party.

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THUS DONE AND SIGNED, on the date first written above, before the undersigned competent witnesses and the appearers, after due reading of the whole.

WITNESSES:

Print Name:

Print Name:

LANDLORD:

NEW ORLEANS BUILDING CORPORATION

By:Name:Title:

Print Name:

Print Name:

TENANT:

_____________________________

By:Name:Title:

Print Name:

Print Name:

INTERVENOR:

CITY OF NEW ORLEANS

By:Mitchell J. Landrieu, Mayor

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A C K N O W L E D G M E N T

STATE OF LOUISIANA

PARISH OF ORLEANS

On the ______day of _______________, 2015, before me, the undersigned Notary Public duly commissioned and qualified in, and for the Parish of Orleans, State of Louisiana, personally appeared

_____________________

to me personally known, who being by me duly sworn did say that he is the __________ of New Orleans Building Corporation, executing the within and foregoing instrument; that said instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors; and that the said __________ as such officer acknowledged the execution of said instrument to be the voluntary act and deed of the corporation by it and by him voluntarily executed.

Notary Public

My commission expires: at death

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A C K N O W L E D G M E N T

STATE OF LOUISIANA

PARISH OF ORLEANS

On the ______day of _______________, 2015, before me, the undersigned Notary Public duly commissioned and qualified in, and for the Parish of Orleans, State of Louisiana, personally appeared

MITCHELL J. LANDRIEU

to me personally known, who being by me duly sworn did say that he is the Mayor of the City of New Orleans, executing the within and foregoing instrument; that said instrument was signed on behalf of said City by authority of its City Council; and that the said Mitchell J. Landrieu as Mayor acknowledged the execution of said instrument to be the voluntary act and deed of said City by it and by him voluntarily executed.

Notary Public

My commission expires: at death

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A C K N O W L E D G M E N T

STATE OF LOUISIANA

PARISH OF ORLEANS

On the ______day of _______________, 2015, before me, the undersigned Notary Public duly commissioned and qualified in, and for the Parish of Orleans, State of Louisiana, personally appeared

to me known personally, who being by me duly sworn did say that he is the _________________ of ____________, a ______________, executing the within and foregoing instrument; that said instrument was signed and sealed on behalf of ___________________; and that the said _____________________ as such officer acknowledged the execution of said instrument to be the voluntary act and deed of the company by it and by him voluntarily executed.

Notary Public

My commission expires: at death

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EXHIBIT A

LEASED PREMISES

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EXHIBIT B

DBE PLAN

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EXHIBIT C

PERMITTED ENCUMBRANCES

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EXHIBIT D

PROJECT CONSTRUCTION SCHEDULE

1. Execution of Lease ______________

2. Submission of Project Schematic Plans to Landlord ______________

3. Submission of Project Construction Plans to Landlord ______________

4. Receipt of all Governmental Approvals______________

5. Satisfaction of all Conditions to Commencement of Construction ______________

6. Commencement of Construction ______________

7. Substantial Completion ______________

8. Receipt of Temporary Certificate of Occupancy ______________

9. Final Completion ______________

10. Receipt of Final Certificate of Occupancy ______________

11. Grand Opening ______________