B 26-0620 — Nationals Ballpark Amended and Restated Lease Emergency Act of 2026

effective March 7, (“Ballpark MaintenanceAct”).

Unit/Method of Compensation:

Funds made available in Ballpark Preservation and Improvement Fund pursuant to the terms and conditions of theAmended and Restated Lease Agreement between the Washington Convention and SportsAuthority (“Events DC”) and Washington Nationals Stadium LLC (“Stadium LLC”) (“Amended and Restated Lease”) Term of Contract:

From date of execution through February 28, 2059 plus five (5) two (2) year extension terms exercisable by Stadium LLC.

Type of Contract:

Amended and Restated LeaseAgreement B.

The goods or services to be provided, including a description of the economic impact of the proposed contract, the social impact of the proposed contract, the methods of delivering goods or services, and any significant program changes reflected in the proposed contract:

The District of Columbia completed construction of Washington Nationals Ballpark (“Ballpark”) in 2008.

The Ballpark is owned by the District of Columbia, leased to Events DC to manage, and sub-leased to the under the current agreement (“Current Lease”) from Events DC to the Washington Nationals through 2039.

Under the original ballpark legislation and Current Lease there is no dedicated funding source for needed capital repairs and capital upgrades to the Ballpark to keep it in good working order and competitive with other major sports facilities.

Since its opening in 2008, the Ballpark has served as an anchor for tremendous development in the Navy Yard neighborhood and surrounding areas and has generated significant economic activity and taxes.

The extension of the lease term through 2059 will solidify the Nationals’presence in the District long-term, allowing the Ballpark to continue to contribute to the growth and vitality of the Navy Yard and Capital Riverfront areas for decades to come.

In addition, the Ballpark Preservation and Improvement Fund, established through the Ballpark MaintenanceAct, will provide a dedicated and stable funding source allowing Stadium LLC along with Events DC under the terms of the Amended and Restated Lease to ensure that the Ballpark is maintained and improved to preserve and expand this economic activity.

C.

The selection process, including the number of offerors, the evaluation criteria, and the evaluation results including price and technical components:

TheAmended and Restated Lease was the result of a negotiation between Events DC and Stadium LLC in compliance with the Ballpark MaintenanceAct requirement to extend the team’s lease by at least 15 years and provide funds from the Ballpark Preservation and Improvement Fund for maintenance, repairs, and capital improvements of the Ballpark in accordance with anAmended and Restated Lease.

D.

The background and qualifications of the proposed contractor including its organization, financial stability, personnel, and prior performance on contracts with the District of Columbia government:

Stadium LLC operates Nationals Park, the home ballpark for the Washington Nationals, the District’s Major League Baseball franchise.

Stadium LLC and/or its affiliated organizations have successfully operated Nationals Park since its opening in 2008.

During this time period, Stadium LLC has demonstrated strong financial stability and will be able to be a strong partner in the continuing operation of and implementing capital improvements to the Ballpark.

E.

Performance standards and the expected outcomes of the proposed contract:

TheAmended and Restated Lease modifies the capital improvement process for the Ballpark, including incorporating the dedicated source of funding as set forth in theAct, so that the Ballpark can continue to attract fans, tourists and visitors, generate economic activity and taxes, and enhance the Navy Yard neighborhood.

F.

Acertification that the proposed contract is within the appropriated budget authority for the agency for the fiscal year and is consistent with the financial plan and budget adopted in accordance with §§ 47-392.01 and 47-392.02:

Events DC’s budget is separate from the financial plan and budget adopted by the District of Columbia in accordance with D.C.

Code §§ 47-392.01 and 47-392.02.

Pursuant to Public Law No.

105-227, Congress has exempted Events DC from the appropriation requirement set forth in Section 446 of the Home RuleAct (Public Law No.

105-227, 112 Stat.

1515 (August 12, 1998).

See attached funding certificate.

G.

Acertification that the proposed contract is legally sufficient:

See attached Certificate of Legal Sufficiency.

H.

Acertification that the proposed contractor is current with its District and federal taxes or has worked out and is current with a payment schedule approved by the District or federal government:

See Clean Hands Certificate attached.

I.

The status of the proposed contractor as a certified local, small, or disadvantaged business enterprise:

The contractor is not a certified local, small, or disadvantaged business enterprises J.

Other aspects of the proposed contract deemed significant:

None.

K.

Astatement indicating whether the proposed contractor is currently debarred from providing services to any governmental entity (federal, state, or municipal) the dates of the debarment, and the reasons for the debarment:

Washington Nationals Stadium LLC is not debarred from providing services to any governmental entity.

m m m* _feotehef aclfierumbia 1014Set,SW G e m OfeoTaxdRvnue Wsigo,DC204 Dateoie:

Febru7,2026 NoticeNumber:

1001605=171 WASHINGTONNATIONALSSTADIUM,LLC EN:*-#235 100SCAPITOTE aeI:18820 WASHINGTOND003399 C E R T I OFFCLEANHANDS AsrpotdinheCeanandsyse,theboereernedidvdalettyhsnoottadig liability with the DistrictofColumbia Office of Tax and Revenue or the Department ofEmployment Services.

As ofthe date above, the individual/entity has complied with D C Code § 47-2862, therefore this Certificate of Clean Hands isissued.

TITLE 47.

TAXATION, LICENSING, PERMITS, ASSESSMENTS, A N D FEES CHAPTER8GENERALLICENSE SUBCHAPTERI.CLEANHANDSBEFORERECEIVINGA LICENSEORPERMIT §47282PROHIBITIONAGAINSTISSUANCEOFLICENSEORPERMIT Authorized By Melinda Jenkins Branch Chief, Collectionand Enforcement Administration Tovldaetisetfct,pesevstMyTax.DC.govheMyTaxDChoepge,likte “aldteaCriiatefCeanHandsyerikundrteClanHandscin.

11thretSWteW27aigo,DC02Poe:0)2-05MTxD-ov M E M O R A N D U M TO:

Jennifer Budoff Budget Director Council of the District of Columbia FROM:

Veronica Taylor Interim Chief Financial Officer DATE:

March 2, 2026 RE:

Funding Certification for the Amended and Restated Lease Agreement between the Washington Convention and Sports Authority (“Events DC”) and the Washington Nationals Stadium LLC (“Stadium LLC”) (“Amended and Restated Lease”) The purpose of this memorandum is to provide funding certification for the Amended and Restated Lease.

The Amended and Restated Lease is required to be approved Council pursuant to the Ballpark Budget and Maintenance Amendment Act of 2024 (DC Act 25-0661);

effective March 7, 2025 (“Ballpark Maintenance Act”), which established the Ballpark Preservation and Improvement Fund (“Fund”) for the purpose of funding maintenance, repairs and capital improvements at Nationals Ballpark.

Under the Amended and Restated Lease, once the Fund is established, Events DC’s obligation to reimburse Stadium LLC for maintenance, repairs and capital improvements is limited to amounts deposited into the Fund except under certain extraordinary circumstances (e.g., force majeure) when Events DC may be required to fund designated baseline capital improvements if deposits into the Fund fall below reserves due to such extraordinary circumstances.

Expected financial requirements for Fiscal Year 2026 are consistent with Events DC’s FY 2026 capital budget.

Any anticipated future requirement will be included as applicable in Events DC’s annual fiscal year budget and long-term financial plan, and all financial obligations are subject to anti-deficiency limitations as set forth in the Amended and Restated Lease.

Please feel free to contact me if you have any questions.

copy:

Angie M.

Gates, President and CEO, Events DC Nicole Jackson, Esq., General Counsel, Events DC M E M O RAN D U M TO:

Angie M.

Gates President and Chief Executive Officer FROM:

Nicole B.

Jackson General Counsel DATE:

March 2, 2026 SUBJECT:

Certification of Legal Sufficiency for theAmended and Restated Lease Agreement between the Washington Nationals Stadium LLC and Events DC I.

Description of Proposed ContractAction The proposed action is anAmended and Restated LeaseAgreement between the Washington Nationals Stadium LLC and Events DC (“Amended and Restated Lease”) that will, among other things extend the term of the lease until at least February 28, 2059, which is beyond the February 28, 2054 extension date required by the Ballpark Budget and MaintenanceAmendmentAct of 2024 (DCAct 25-0661);

effective March 7, 2025 (“Act”).

In addition, theAmended and Restated Lease establishes a process for the Nationals to conduct improvements to Nationals Ballpark and receive reimbursement from the fund established by theAct.

II.

Procurement Review TheAct requires that the current lease for Nationals Ballpark be extended through February 28, 2054 and provided a dedicated funding source for improvements to the ballpark.Accordingly, Events DC negotiated theAmended and Restated Lease, which among other things, extends the lease until at least February 28, 2059 and establishes a process for the Nationals to make improvements to Nationals Ballpark and receive reimbursement from the fund established by theAct.

III.

Legal Review The Office of the General Counsel has reviewed theAmended and Restated Lease and finds it to be legally sufficient.

The Contract package includes:

1.

Council Transmittal Letter 2.

ProposedAct 3.

Proposed Emergency Declaration 4.

Contract Summary 5.

Clean Hands Certificate 6.

Certification of FundingAvailability 7.

Certification of Legal Sufficiency 8.

Events DC Board of Directors Resolution 9.

Amended and Restated Lease THE WASHINGTON CONVENTION AND SPORTS AUTHORITY RESOLUTION OF THE BOARD OF DIRECTORS No.

25-19 APPROVAL OF AMENDED AND RESTATED LEASE AGREEMENT WITH WASHINGTON NATIONALS STADIUM, LLC FOR NATIONALS PARK WHEREAS, the DC Sports and Entertainment Commission, predecessor in interest to the Washington Convention and Sports Authority and Baseball Expos, L.P., predecessor in interest to entered into that certain Lease Agreement dated March 6, 2006 pursuant to which the Authority subleases Nationals Park and the surrounding complex to the Team;

and WHEREAS, Budget and Maintenance Amendment Act of 2023 on March 7, 2025 , which, among other things, establishes a Ballpark Preservation and Improvement Fund to fund the District of bonds that funded the initial construction of the stadium are defeased;

and WHEREAS, the Act is not applicable until execution and approval by the Council of an amended Lease that extends the current Lease term for at least 15 years;

and WHEREAS, the Authority and the Team have negotiated an amended and restated lease agreement that complies with and incorporates the provisions of the Act, including an extension of the term of the Lease through February 28, 2059 and the President and Chief Executive Officer has recommended that the Board of Directors approve the terms of the Amended and Restated Lease Agreement.

NOW, THEREFORE BE IT RESOLVED THAT the Board of Directors of the Washington Convention and Sports Authority hereby approves the terms of the Amended and Restated Lease Agreement between the Authority and the Team, and authorizes the President and Chief Executive Officer to execute on behalf of the Authority such Amended and Restated Lease, subject to the approval of the Council of the District of Columbia in accordance with the Act, and as applicable, D.C.

Code §§ 1-204.51 and 2-352.02.

AND BE IT FURTHER RESOLVED THAT, the President and Chief Executive Officer shall submit the agreement to the Council for approval as required herein.

of 2 This Resolution 25-19 may be executed in counterparts.

___________________________________ __________________________________ Leif Dormsjo, Chairperson Cherrie Doggett, Vice Chairperson ____________________________________ ____________________________________ Monica Ray, Secretary Jay Haddock Ortiz, Treasurer ____________________________________ ____________________________________ Nina Albert, Member Alan Bubes, Member __________________________________ ___________________________________ Marisa Flowers, Member Solomon Keene, Member __________________________________ ___________________________________ Brian Kenner, Member Glen Lee, Member ___________________________________ George T.

Simpson, Member Resolution No.

25-19 Dated:

July 7, 2025 of 2 Execution Version AMENDED AND RESTATED LEASE AGREEMENT WASHINGTON CONVENTION AND SPORTS AUTHORITY and WASHINGTON NATIONALS STADIUM, LLC Dated as of [______], 2026 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS............................................................................................................1 ARTICLE 2 LEASE OF LEASED PREMISES............................................................................18 2.1.

Lease......................................................................................................................18 2.2.

Title;

Negative Lien Covenant...............................................................................18 2.3.

Permitted Uses.......................................................................................................19 2.4.

Quiet Enjoyment....................................................................................................20 2.5.

Allocation of Stadium Revenues ...........................................................................20 2.6.

Release of Property and Granting of Easements....................................................21 2.7.

Separate Property...................................................................................................21 ARTICLE 3 TERM........................................................................................................................21 3.1.

Term of Agreement................................................................................................21 3.2.

BPIF Establishment and Impairment.....................................................................22 3.3.

Extension Terms ....................................................................................................23 3.4.

Early Termination..................................................................................................23 3.5.

Return of Leased Premises.....................................................................................23 3.6.

Removal of Separate Property...............................................................................23 3.7.

Holding Over .........................................................................................................24 ARTICLE 4 RENT........................................................................................................................24 4.1.

Basic Rent..............................................................................................................24 4.2.

[Reserved]..............................................................................................................25 4.3.

Conditions to Obligation to Pay Rent....................................................................25 4.4.

Manner of Payment................................................................................................25 4.5.

[Reserved]..............................................................................................................26 4.6.

Rent Reserve Account............................................................................................26 4.7.

Tenant Covenants...................................................................................................28 ARTICLE 5 MANAGEMENT OF LEASED PREMISES...........................................................28 5.1.

Management of Operations....................................................................................28 5.2.

Maintenance and Repairs.......................................................................................29 5.3.

Utilities and Other Services...................................................................................29 5.4.

Traffic and Security...............................................................................................30 5.5.

ADA Seating..........................................................................................................30 5.6.

Parking...................................................................................................................30 5.7.

Event Calendar.......................................................................................................31 ARTICLE 6 CAPITAL IMPROVEMENTS.................................................................................31 6.1.

Post-Defeasance Capital Improvements................................................................31 6.2.

Alternative Capital Improvement Structure...........................................................38 i ARTICLE 7 TAXES......................................................................................................................43 7.1.

Property Taxes.......................................................................................................43 7.2.

Targeted Taxes.......................................................................................................44 7.3.

Payment of Certain Taxes......................................................................................44 ARTICLE 8 RIGHTS OF EVENTS DC.......................................................................................44 8.1.

License of Space....................................................................................................44 8.2.

Events DC Events..................................................................................................44 8.3.

Events DC’s Promotional and Revenue Rights.....................................................46 8.4.

Tickets for Events DC............................................................................................47 8.5.

Additional Tickets for Events DC Use..................................................................48 8.6.

Community Benefit Obligations............................................................................48 8.7.

[Reserved]..............................................................................................................49 8.8.

Events DC’s Audit Right.......................................................................................49 8.9.

Inspection and Entry Rights...................................................................................50 8.10.

Events DC Regulations..........................................................................................51 ARTICLE 9 PROMOTIONAL RIGHTS......................................................................................51 9.1.

Promotional Rights................................................................................................51 9.2.

Team’s Promotional Rights...................................................................................52 9.3.

Proprietary Indicia .................................................................................................53 9.4.

Content Limitations ...............................................................................................53 9.5.

[Reserved]..............................................................................................................54 9.6.

Club Name.............................................................................................................54 ARTICLE 10 [ARTICLE 10 IS INTENTIONALLY OMITTED.]..............................................54 ARTICLE 11 INSURANCE..........................................................................................................54 11.1.

Waiver of Subrogation...........................................................................................54 11.2.

Team’s Insurance...................................................................................................54 11.3.

Events DC’s Insurance...........................................................................................56 11.4.

General Conditions for All Policies.......................................................................57 11.5.

Release by Events DC............................................................................................57 11.6.

Indemnification by the Team.................................................................................58 11.7.

Indemnification Procedures...................................................................................58 ARTICLE 12 CASUALTY AND MLB PROHIBITION PERIODS............................................60 12.1.

Damage or Destruction by Casualty;

MLB Prohibition Periods ...........................60 12.2.

Abatement of Basic Rent.......................................................................................61 ARTICLE 13 EMINENT DOMAIN.............................................................................................61 13.1.

Total Condemnation...............................................................................................61 ii 13.2.

Partial Condemnation.............................................................................................61 13.3.

Allocation of Award ..............................................................................................62 13.4.

Temporary Taking .................................................................................................62 ARTICLE 14 ASSIGNMENTS AND MORTGAGES.................................................................62 14.1.

Assignments and Mortgages by the Team.............................................................62 14.2.

Assignments and Mortgages by Events DC...........................................................64 ARTICLE 15 REPRESENTATIONS AND WARRANTIES.......................................................64 15.1.

Representations of Events DC...............................................................................64 15.2.

Representations of the Team..................................................................................65 ARTICLE 16 DEFAULTS AND REMEDIES..............................................................................67 16.1.

Team Default .........................................................................................................67 16.2.

Events DC Default.................................................................................................70 16.3.

Default by District Government.............................................................................71 16.4.

Concerning Remedies............................................................................................71 16.5.

Intramural Disputes................................................................................................72 16.6.

[Reserved]..............................................................................................................72 16.7.

Arbitration..............................................................................................................72 16.8.

Interest on Defaulted Amounts..............................................................................72 ARTICLE 17 SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT .................73 17.1.

Subordination.........................................................................................................73 17.2.

Non-Disturbance....................................................................................................73 17.3.

Attornment.............................................................................................................74 17.4.

Estoppel Certificates..............................................................................................74 17.5.

Team Permitted Mortgages....................................................................................74 ARTICLE 18 GENERAL PROVISIONS .....................................................................................74 18.1.

Entire Agreement...................................................................................................74 18.2.

Amendments..........................................................................................................75 18.3.

Choice of Law........................................................................................................75 18.4.

Severability............................................................................................................75 18.5.

No Implied Waivers...............................................................................................75 18.6.

Successors and Assigns..........................................................................................75 18.7.

Interpretations........................................................................................................76 18.8.

Notices ...................................................................................................................76 18.9.

Third Party Beneficiaries.......................................................................................77 18.10.

Time of the Essence...............................................................................................77 18.11.

Force Majeure........................................................................................................77 18.12.

Counterparts...........................................................................................................77 18.13.

Good Faith and Fair Dealing..................................................................................78 iii 18.14.

Non-Discrimination...............................................................................................78 18.15.

Survival..................................................................................................................78 18.16.

Waiver of Jury Trial...............................................................................................78 18.17.

Special Terms Relating to Baseball Rules and Regulations..................................78 18.18.

Baseball Rules and Regulations.............................................................................79 18.19.

Waiver of Sovereign Immunity .............................................................................79 18.20.

Anti-Deficiency Limitations..................................................................................80 18.21.

No Merger of Estates.............................................................................................80 18.22.

No Joint Venture....................................................................................................80 18.23.

Contemporaneous and Prior Documents ...............................................................81 18.24.

Persons Authorized to Act for Parties....................................................................81 18.25.

Bond Indentures.....................................................................................................81 EXHIBITS Exhibit A Baseball Stadium Site Description Exhibit B Placeholder for Required Event Agreement Provisions Exhibit C Form of Non-Relocation Agreement Exhibit 17.5 Team Permitted Mortgage Provisions iv AMENDED AND RESTATED LEASE AGREEMENT THIS AMENDED AND RESTATED LEASE AGREEMENT is entered into as of [______], 2026, by and between Events DC and the Team.

RECITALS:

A.

Events DC is the successor in interest to the Commission under (i) the Ground Sublease, pursuant to which the District Government subleases the Baseball Stadium Site and leases the Baseball Stadium Complex to Events DC, and (ii) the Lease Agreement by and between the Commission and Baseball Expos, L.P.

(“BELP”) dated March 6, 2006 (the “Original Stadium Lease”), pursuant to which Events DC subleases the Baseball Stadium Site and the Baseball Stadium Complex to the Team.

Capitalized terms used and not otherwise defined in these recitals are defined in Article 1.

The Team is the successor in interest to BELP under the Original Stadium Lease.

B.

The Commission caused the Baseball Stadium Complex to be constructed and the Team took possession of the Baseball Stadium Complex in 2008.

C.

TheCouncil oftheDistrict ofColumbia(the“Council”)passedtheBallpark Budget and Maintenance Amendment Act of 2024 on March 7, 2025, which amends the Ballpark Omnibus Financing and Revenue Act of 2004.

D.

Events DC and the Team wish to amend and restate the Original Stadium Lease in its entirety on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Events DC and the Team agree to amend and restate the Original Stadium Lease in its entirety as follows:

ARTICLE 1 DEFINITIONS In this Agreement and the recitals:

“Access Rights” means the right of the Team and the Club Entity to have such service vehicle and fan access to the Leased Premises as is reasonably necessary or customary for the Permitted Uses.

“Act” means the Ballpark Omnibus Financing and Revenue Act of 2004, passed on reconsideration on December 21, 2004 (re-enrolled version of Bill 15-1028), as amended by the Ballpark Budget and Maintenance Amendment Act of 2024 passed on March 7, 2025, and as may be further amended from time to time.

“ADA Seating” means seating requirements in the Baseball Stadium required under the Americans with Disabilities Act, 42 U.S.C.

12101 et seq.

and any Applicable Laws with respect to the same subject matter, including, without limitation, any alterations required thereunder for the purposes of “public accommodations” (as that term is used in such Act), each as amended from time to time.

“Additional Suite” has the meaning set forth in Section 8.5.

“Affiliate” means any entity controlling, controlled by, or under common control with the specified entity.

“Agreement” means this Amended and Restated Lease Agreement, as amended from time to time.

“All-Star Game” means any professional baseball game scheduled and played at the Baseball Stadium between teams composed of players selected from a variety of Major League Clubs and which is required or permitted to be played by Major League Baseball or any additional such game or successor game sanctioned by an MLB Entity.

“Anti-Deficiency Acts” has the meaning given in Section 18.20.

“Applicable Laws” means any law (including common law), code, ordinance, regulation, rule, statute, order, standard, permit, license, requirement (including consent decrees, judicial decisions, settlements, judgments and orders), or charter or constitutional provision duly adopted or enacted by any Governmental Authority, including, without limitation, the Sports Wagering Act (as defined below).

In any case where Events DC is the Governmental Authority, Applicable Laws do not, for purposes of this Agreement, include any rules or regulations promulgated by Events DC that are more stringent on the Team than the provisions of this Agreement (other than rules or regulations related to the sale of alcohol, which shall constitute Applicable Laws for purposes of this Agreement).

“Arbitration” means the dispute resolution process described in Section 16.7.

“Authorized Senior Mortgagee” means a mortgagee, secured party or other assignee under a Mortgage with respect to which a Subordination Non-Disturbance and Attornment Agreement is in place in compliance with Article 17.

“Available Funding Sources” means the Funding Sources available to the Team pursuant to the application of the order of priority for funding set forth in Section 6.1(d)(v).

“A/V Facilities” means the scoreboards, matrix boards, sound and public address systems, in-stadium television monitors and any and all other publicly audible or visible information or communication systems in the Baseball Stadium.

“AWC” means Anacostia Waterfront Corporation, and its successors and assigns.

“Ballpark Preservation and Improvement Fund” or “BPIF” means the fund created and maintained pursuant to Section 102a of the Act.

“Ballpark Revenue Fund” means the fund created and maintained pursuant to Section 102 of the Act.

“Base Building” means the core and shell of the Leased Premises, including the primary structural components and essential systems, the structural framework (foundation, beams, columns, and load-bearing walls), building envelope (exterior walls, windows, and roof), mechanical systems (HVAC, plumbing, and electrical systems), common areas (elevators, stairwells, and restrooms), and fire and safety systems (fire alarms, sprinklers, and other safety features required by building codes).

“Baseball Events” means the playing of Baseball Home Games and other baseball games, and the conduct of baseball-related events, which the Club Entity or Club participates in or sponsors, and conducting activities relating thereto, including, but not limited to, training, practices, baseball exhibitions, All-Star Games, maintenance and preparation of the Baseball Stadium Complex to suit such purposes, advertising and marketing of games, ticket sales, press conferences, media events, and any and all other activities which, from time to time, are associated with, or are conducted in connection with, or are related to, the conduct of the baseball related business of a Major League Club.

“Baseball Home Games” means each of the Club’s scheduled or rescheduled Regular Season Games or Postseason Games that under the Baseball Rules and Regulations are designated as “home games” of the Club.

“Baseball Rules and Regulations” shall mean (a) the MLB Governing Documents, (b) any present or future agreements or arrangements entered into by, or on behalf of, the BOC, any other MLB Entity or the Major League Clubs acting collectively, including, without limitation, agreements or arrangements entered into pursuant to the MLB Governing Documents, and (c) the present and future mandates, rules, regulations, policies, practices, bulletins, by-laws, directives or guidelines issued or adopted by, or behalf of, the Commissioner, the BOC or any other MLB Entity as in effect from time to time, including the MLB Ownership Guidelines and the MLB Securitization Guidelines.

“Baseball Stadium” means the baseball stadium on the Baseball Stadium Site currently known as Nationals Park.

“Baseball Stadium Agreement” means the Baseball Stadium Agreement, dated September 29, 2004, as clarified by the letters dated December 14, 2004 and December 20, 2004 from BELP to the Chairman of the Commission, and as amended from time to time, by and among the District Government, Events DC (as successor) and the Team (as successor).

“Baseball Stadium Complex” means the complex composed of (i) the Baseball Stadium, (ii) the Infrastructure, (iii) facilities constructed on the Baseball Stadium Site as part of or physically connected to the Baseball Stadium, (iv) the Parking Facilities, (v) the First Street Retail Space, and (vi) facilities and improvements on the Baseball Stadium Site providing for Access Rights;

provided, however, that the term Baseball Stadium Complex shall not include any Separate Property.

“Baseball Stadium Site” means the area of land described in Exhibit A as the site for the Baseball Stadium Complex.

“Basic Rent” means the rent payable pursuant to Section 4.1.

“BOC” shall mean the Office of the Commissioner of Baseball, an unincorporated association comprised of the Major League Clubs who are party to the Major League Constitution, and any successor organization thereto.

“Bond Trustee” has the meaning given in Section 4.6(e).

“BPIF Funding Floor Amount” means, at any time, an amount equal to $10,000,000.

“BPIF Impairment” has the meaning set forth in Section 3.2(b).

“BPIF Impairment Election” has the meaning set forth in Section 3.2(b).

“BPIF Impairment Termination” has the meaning set forth in Section 3.2(b).

“BPIF Minimum Balance” means an amount equal to twenty percent (20%) of the cost to complete all Tier 1 Improvements (as defined below) and Tier 2 Improvements (as defined below) (i) to be completed in the then-current Lease Year as set forth in the most recently completed Condition Assessment or (ii) that were not completed in a prior Lease Year as scheduled.

For the avoidance of doubt, the BPIF Minimum Balance shall be recalculated each year in connection with each new CIP approval.

“BPIF Reserve” means the funds maintained in the BPIF to satisfy the BPIF Minimum Balance.

“Business Days” means Monday through Friday, inclusive, other than (i) holidays recognized by the District Government or the federal government and (ii) days on which the District Government or federal government closes for business as a result of severe inclement weather or a declared national emergency which is given legal effect in the District of Columbia.

Ifany item must be accomplishedordeliveredunderthis Agreement on adaythat is not aBusiness Day, then it shall be deemed to have been timely accomplished or delivered if accomplished or delivered on the next following Business Day.

Any time period that ends on other than a Business Day shall be deemed to have been extended to the next Business Day.

“Calendar Year” means a January 1 through December 31 calendar year period.

“Capital Improvements” means (i) capital improvements to the Leased Premises inclusive of such capital improvements’ individual components;

(ii) the systems utilized to operate the Leased Premises, including, without limitation, plans, designs or similar deliverables related thereto;

and (iii) any other items or deliverables mutually agreed to by the parties;

provided, however, that Capital Improvements shall not mean Maintenance and Repairs.

Capital Improvements must have a reasonably expected useful life at the time of original installation in excess of two (2) years or have an individual cost of $5,000 or more.

For the avoidance of doubt, the accumulated cost for a number or series of the same or substantially similar items shall not be used to meet this $5,000 cost threshold.

Improvements to the Leased Premises that are not Capital Improvements shall be deemed Maintenance and Repairs.

“Capital Reserve Fund” means the Capital Reserve Fund established by Events DC pursuant to Section 6.4 of the Original Stadium Lease.

“CIP” has the meaning given in Section 6.1(b)(i).

“CIP Performance Default” has the meaning given in Section 6.1(b)(i) “CIP Standards” means the standards described in Section 6.1(b)(i).

“Club” means the Major League Club known on the date of this Agreement as the Washington Nationals.

“Club Entity” means Washington Nationals Baseball Club, LLC, the successor in interest to BELP as owner of the Club, and its successors and assigns as owner of the Club.

“Commencement Date” means May 12, 2008.

“Commission”meansDistrictofColumbiaSportsandEntertainmentCommission.

“Commissioner” shall mean the Commissioner of Baseball as elected under the Major League Constitution or, in the absence of a Commissioner, the Executive Council or any Person or other body succeeding to the powers and duties of the Commissioner pursuant to the Major League Constitution.

“Condition Assessment” means atechnological andengineeringassessment ofthe condition of the major systems and components of the Baseball Stadium Complex, including without limitation mechanical, electrical, plumbing, structural, audiovisual, retail, and hospitality, performed by a licensed technology and engineering firm with adequate relevant experience, including but not limited to similar work at professional sports and/or live performance venues of a commensurate seating capacity, engaged jointly by the Parties pursuant to a scope of work mutually agreed to by the Team and Events DC.

The Condition Assessment shall (i) identify any Capital Improvements that are required to replace the foregoing components and/or systems with current commensurate substitutes due to such components and/or systems being at the end of their economically useful life cycle, and (ii) categorize any such proposed Capital Improvements to the Baseball Stadium Complex into categories (if applicable) that require Capital Improvements within two (2) years (“Tier 1 Improvements”) and within three (3) to five (5) years (“Tier 2 Improvements”), and (iii) provide cost estimates for the completion of each Tier 1 Improvement and Tier 2 Improvement.

The costs of the Condition Assessment shall be payable in accordance with Article 6.

“Construction Administration Agreement” means the Construction Administration Agreement, dated as of March 6, 2006, as amended from time to time, among the District Government, Events DC (as successor) and the Team (as successor).

“Contamination” means the presence, release or threat of release of Hazardous Materials in, on, under or emanating to or from the Baseball Stadium Complex, which pursuant to Environmental Laws requires notification or reporting to any Governmental Authority, or which pursuant to Environmental Laws requires the identification, investigation, cleanup, removal, remediation, containment, control, abatement, monitoring of or other response action to such Hazardous Materials or which otherwise constitutes a violation of Environmental Laws.

“Contingency Reserve Fund” means the fund described in Section 6.2(d)(i).

“Council” has the meaning set forth in Recital C.

“CPI” means the index published by the United States Department of Labor, Bureau of Labor Statistics, entitled “Consumer Price Index for All Urban Consumers, U.S.

City Average, All Items”, or if such index is no longer published, a similar successor or substitute index mutually agreed to by Events DC and the Team.

“Cure Period” has the meaning given to the term in Section 16.1(k).

“Default Interest Rate” means 400 basis points in excess of the prime rate as such rate changes from time to time.

The prime rate shall be, as reported in The Wall Street Journal, the base rate posted by 75% of the nation’s largest banks or such other rate as The Wall Street Journal may use to report a prime rate.

If the prime rate is not determinable in that manner, it shall be the reference rate used from time to time by the largest member bank of the Federal Reserve System for purposes of determining the interest rate on loans to its corporate customers.

“Defeasance” has the meaning given to the term in Section 6.2(d)(i).

“Development Agreement” means that certain Development and Financing Agreement dated as of September 14, 2023, by and between Events DC and the Team.

“Development Rights” means the combination of:

(i) air rights;

(ii) surface rights;

(iii) subterranean rights;

(iv) other rights such as, but not limited to easements, entitlements, appurtenances, rights-of-way, rights of entry, tenements, and hereditaments incident to the rights described in clauses (i), (ii) or (iii);

(v) transferable density and other zoning rights, either as a transmitter or a recipient;

(vi) any licenses, permits, authorizations or approvals that are assignable rights of Events DC under the Ground Sublease;

and (vii) all rights with respect to closure, opening, or other usage, temporary or otherwise of all roads, streets, alleys and ways, public and private, appurtenant to the Baseball Stadium Site or improvements located thereon, all as may be in, on, above, below, or appurtenant to the Baseball Stadium Site.

“Discretionary Improvements” means all Capital Improvements other than Necessary Improvements and Upgrade Improvements.

“District Government” means the District of Columbia or the government of the District of Columbia, and its successors and authorized assigns under this Agreement.

“District Government Guaranty” means that certain District Guaranty, dated as of March 6, 2006, in respect of this Agreement from the District Government in favor of the Team (as successor).

“Emergency Capital Repair” means a Capital Improvement that is of such an immediate nature that the Capital Improvement must be commenced prior to the Team’s obtaining Events DC’s prior consent and is necessary in the reasonable discretion of the Team to be performed by the Team in order (i) to prevent immediate injury to Persons or material damage to property;

(ii) to protect the health or safety of the public or any employee, agent, contractor, subcontractor, licensee, concessionaire, or subtenant of the Team or Events DC;

(iii) that, if performed promptly can in the Team’s judgment, avoid material cost to Events DC or the Team to keep the Baseball Stadium Complex open and available to the Team for Permitted Uses;

or (iv) to enable the Baseball Stadium Complex to function properly in compliance with Applicable Laws in all material respects.

“Environmental Laws” means all Applicable Laws enacted, adopted or issued by or entered into with a Governmental Authority pertaining or relating to:

(i) pollution or pollution control;

(ii) protection of human health or the environment;

(iii) the presence, use, management, generation, processing, treatment, recycling, transport, storage, collection, disposal or release or threat of release ofContamination;

(iv)thepresenceof Hazardous Materials;

and(v)the protection of endangered or threatened species.

“Event Agreement” means a contract between the Team and a third party governing a Special Event, which (i) shall include the requirements for maintenance, the indemnification of Events DC, insurance and compliance with Applicable Laws set forth on Exhibit B attached hereto (such requirements to be agreed to by the Parties after the date hereof and incorporated into Exhibit B by amendment of this Agreement) and (ii) shall not create additional obligations for the District Government or Events DC other than those obligations expressly set forth in this Agreement.

“Event Calendar” has the meaning given in Section 5.7.

“Events DC” means the Washington Convention and Sports Authority, and its successors and authorized assigns under this Agreement.

“Events DC Default” has the meaning given in Section 16.2.

“Events DC Event” and “Events DC Events” have the meanings given in Section 8.2.

“Events DC Event Days” has the meaning given in Section 8.2.

“Events DC Indemnitees” means (i) all of Events DC’s directors, officers, employees, agents, licensees, independent contractors and consultants and (ii) the District Government and all ofits directors,officers, employees,agents,licensees,independent contractors and consultants.

“Events DC Suites” means two 12-seat Suites at locations in the Baseball Stadium determined by agreement of the Team and Events DC.

“Executive Council” shall mean the Executive Council of Major League Baseball that is governed by the Major League Constitution, and any successor body thereto.

“Exhibition Games” means Major League Baseball games, other than All-Star Games and Postseason Games, the results of which are not taken into account for purposes of determining eligibility for Postseason Games.

“Existing Bond Indenture” means the trust indenture pursuant to which the Series A Stadium Revenue Bonds were issued.

“Expiration Date” has the meaning given in Section 3.1.

“Extension Term” has the meaning given in Section 3.3.

“ExtraordinaryFundingEvent”means a Force Majeure event (other than strikes, lock-outs, boycotts or other labor disputes involving Major League Baseball or the Major League Baseball Players’ Association) that (i) has a minimum duration of forty-five (45) days;

and (ii) reduces the funds held in the Ballpark Preservation and Improvement Fund below the BPIF Funding Floor Amount.

“First Street Retail Space” has the meaning assigned to such term in the Development Agreement.

“Force Majeure” means Acts of God;

accidents;

fire or other casualty;

earthquake;

hurricanes;

tornadoes;

flood;

war;

riot;

act of terrorism;

intervention by civil or military authorities of government;

insurrection or other civil commotion;

epidemic or pandemic;

governmental action;

decree;

terror code level or other public safety indicator that indicates a significant threat to public safety;

strikes;

lock-outs;

boycotts or labor disputes;

or any other similar or like event or occurrence, in each case which (A) for purposes of Section 18.11 (i) is beyond the reasonable control of the Party entitled to relief under Section 18.11 and (ii) causes such Party to be delayed or hindered in, or prevented from, the performance of any covenant or obligation under this Agreement, and (B) for purposes of Section 4.3 and the definition ofExtraordinary Funding Event, is beyond the reasonable control of the Team and/or the Club Entity.

“Funding Sources” means (i) the funding sources that are deposited or to be deposited into the BPIF and available to the Team under the Act as in effect on the date of this Agreement (“Original Act Funding Sources”), (ii) if any Governmental Authority at any time amends or supplements the Act, the substituted or alternative funding sources in equivalent or greater amounts than the Original Act Funding Sources that are deposited or to be deposited into the BPIF and available to the Team under the Act as so amended, (iii) alternative funding sources identified by Events DC to replace the Original Act Funding Sources, or (iv) any combination of the foregoing funding sources so long as the total funding sources available to the Team are equivalent or greater than the Original Act Funding Sources;

provided that substituted or alternative funding sources contemplated by clauses (ii)-(iv) shall not adversely affect the Team or the Club Entity, it being acknowledged that taxes of general applicability shall not be deemed to adversely affect the Team or the Club Entity.

“Future Bond Indenture” means any future trust indenture entered into by the District Government in accordance with any development and financing agreement executed by andamongtheTeam andtheDistrict Government and/orEvents DC andthis Agreement tofinance or refinance any improvements to the Baseball Stadium Complex, including a Major Capital Improvement Project.

“Governmental Authority” means any national, federal, state, local or other government or political subdivision or any agency, authority, board, bureau, commission, department or instrumentality thereof, or any court, tribunal, grand jury or arbitrator.

“Ground Lease” means the Ground Lease pertaining to the Baseball Stadium Site from the District Government, as successor in interest to AWC, to the District Government, as amended from time to time with the written consent of the Team.

“Ground Sublease” means the Sublease pertaining to the Baseball Stadium Site and the Baseball Stadium Complex from the District Government to Events DC, as successor in interest to the Commission, as amended from time to time with the written consent of the Team.

“Hazardous Materials” means any substance or material:

(i) the presence or suspected presence of which requires or may require investigation, response, clean-up, remediation, or monitoring, or may result in liability, under any law, legal requirement, or order;

or (ii) that is or contains any substance, material or waste, regardless of its form or nature, defined under Environmental Laws as a “hazardous substance,” “hazardous waste,” “toxic substance,” “extremely hazardous substance,” “toxic chemical,” “toxic waste,” “solid waste”, “industrial waste”, “residual waste”, “municipal waste”, “special handlingwaste”, “mixedwaste”, “infectious waste”, “chemo-therapeutic waste”, “medical waste”, “regulated substance,” “pollutant” or “contaminant” or any other substance, material or waste, regardless of its form or nature, which otherwise is defined, listed, identified under or described in any Environmental Law;

or (iii) which is flammable, explosive, radioactive, reactive, toxic, corrosive, infectious, carcinogenic, mutagenic, or otherwise hazardous, or is or becomes regulated under any Environmental Law;

or (iv) which is or contains asbestos (whether friable or non-friable), any polychlorinated biphenyls or compounds or equipment containing polychlorinated biphenyls, or medical waste;

or (v) the presenceofwhichon,under,orabouttheBaseball StadiumSiteorotherpropertiescouldconstitute a trespass or form the basis for any other cause of action, common law or otherwise;

or (vi) without limitation, which is or contains or once contained gasoline, diesel fuel, oil, diesel and gasoline range organics (TPH-DRO / GRO), or any other petroleum products or petroleum hydrocarbons, or additives to petroleum products, or any breakdown products or compounds of any of the foregoing;

or (vii) without limitation, radon gas.

“HomeTelevisionTerritory”means,withrespecttoanyMajorLeagueClub,such Club’s “Home Television Territory” as such term is referenced in the Major League Constitution.

Each Major League Club’s Home Television Territory as of January 1, 2025 is set forth in Schedule A to the Amended and Restated Agency Agreement, effective as of January 1, 2025, by and among the various Major League Clubs, the BOC, Major League Baseball Properties, Inc.

and MLB Advanced Media, L.P.

“Infrastructure” means the facilities and improvements constructed and installed as “Infrastructure” in accordance with the Construction Administration Agreement.

“Landlord’s Suites” means the Events DC Suites and the Additional Suite.

“League-Changed Circumstance” has the meaning given in Section 18.18(b).

“Lease Year” means each twelve month period from and including March 1 of a given year through and including the last day of February in the following year;

provided that (i) the first Lease Year commenced on the Commencement Date and ended on February 28, 2009;

and (ii) the last Lease Year may be less than a twelve month period in the event of a termination pursuant to Section 3.4.

“Leased Premises” means the Baseball Stadium Site and all buildings, structures, improvements and fixtures now located or hereafter constructed thereon, including the Baseball Stadium Complex;

provided,however,that theLeasedPremises shall notincludetheDevelopment Rights or Separate Property.

“Maintenance and Repairs” means work, labor and materials of a routine, regular or preventative nature that are reasonably required in the ordinary course of business to be performed and used to:

(i) maintain the Leased Premises in good, clean working order as a first class sports facility;

(ii) maintain the Leased Premises in compliance with all Applicable Laws and Baseball Rules and Regulations, solely to the extent that the foregoing Baseball Rules and Regulations are (a) generally applicable to all Major League Clubs, (b) consistently applied without discrimination in application to the Club or the Baseball Stadium and (c) not intended to circumvent this Agreement or the Non-Relocation Agreement;

(iii) maintain all equipment, machinery, systems and fixtures included in the Leased Premises in compliance with all stipulated maintenance in the applicable operating manuals;

(iv) repair or restore components of the Leased Premises and Separate Property as a result of ordinary wear and tear, damage or destruction, including periodic painting;

(v) perform groundskeeping and maintenance of the Stadium Field in accordance with Baseball Rules and Regulations, solely to the extent that the foregoing are (A) generally applicable to all Major League Clubs, (B) consistently applied without discrimination in application to the Club orthe Baseball Stadium and (C) not intended to circumvent this Agreement or the Non-Relocation Agreement;

(vi) replace, at the end of their economic life cycle, those components of the Leased Premises whose reasonably expected economic life at the time of original installation was two years or less;

and (vii) repair damage and correct conditions caused by Team’s Misuse.

“Major Capital Improvement Project” means (i) a capital project to be (a) funded by bonds consistent with a budget developed in compliance with the District’s Budget and Financial Management process as set forth in D.C.

Code §§ 1-204.41 – 1-204.56e and secured by some portion of the revenues to be deposited into the BPIF and (b) administered through a separate development and financing agreement executed by and among the Team, Events DC, and/or the District Government;

or (ii) any new construction that would (a) result in construction costs in excess of (1)$10,000,000 forconstructioninvolvingtheexterior oftheBaseball Stadium Complex or (2) $15,000,000 for construction involving the interior of the Baseball Stadium Complex;

provided, that, effective as of the 2026 Lease Year and every five (5) Lease Years thereafter, the amounts set forth in clauses (ii)(a)(1) and (ii)(a)(2) shall be increased to reflect the proportionate cumulative increase in the CPI, if any, during the previous five (5) Lease Years, and (b) fundamentally alter the essential nature, exterior, structure, occupancy, size, character and/or use of the Leased Premises.

“Major League Baseball” or “MLB” means, depending on the context, any or all of (a) the BOC, each other MLB Entity and/or all boards and committees thereof, including, without limitation, the Executive Council and the Ownership Committee, and/or (b) the Major League Clubs acting collectively.

“Major League Club” shall mean any professional baseball club that is entitled to the benefits of, and bound by the terms of, the Major League Constitution.

“Major League Constitution” shall mean the Major League Constitution adopted by the Major League Clubs, as the same may be amended, supplemented or otherwise modified from time to time in the manner provided therein and all replacement or successor agreements that may in the future be entered into by the Major League Clubs.

“Major Team Default” has the meaning given in Section 16.1.

“Mechanics Lien” means a statutory lien securing payment of money for work done or materials provided in connection with the Leased Premises by a mechanic, materialman, laborer, supplier or vendor.

“Mortgage” means the Existing Bond Indenture and any mortgage, lease, deed of trust, security agreement, or other title retention agreement creating any lien or encumbrance on any interest in all or any portion of the Leased Premises.

“MLB Approval” shall mean, with respect to the Major League Clubs, the Commissioner, the BOC or any other MLB Entity, any approval, consent or no-objection letter required to be obtained from such Person(s) pursuant to the Baseball Rules and Regulations (as exercised in the sole and absolute discretion of such Person(s)).

“MLB Entity” means each of the BOC, The MLB Network, LLC, MLB Advanced Media, L.P., Tickets.com, LLC and/or any of their respective present or future affiliates, assigns or successors;

provided, for the avoidance of doubt, that the Team, the Club Entity and the Club shall not be deemed to be an MLB Entity.

“MLB Governing Documents” shall mean the following documents as in effect from time to time and any amendments, supplements or other modifications thereto and all replacement or successor documents thereto that may in the future be entered into:

(a) the Major League Constitution, (b) the Basic Agreement between the Major League Clubs and the Major League Baseball Players Association, (c) the Major League Rules (and all attachments thereto), (d) the Amended and Restated Interactive Media Rights Agreement, effective as of January 1, 2020, by and among the Commissioner, the Major League Clubs, the BOC, MLB Advanced Media, L.P.

and various other MLB Entities and (e) each agency agreement and operating guidelines among the Major League Clubs and any MLB Entity, including, without limitation, the Amended and Restated Agency Agreement, effective as of January 1, 2025, by and among the various Major League Clubs, the BOC, Major League Baseball Properties, Inc.

and MLB Advanced Media, L.P.

(and the Operating Guidelines related thereto).

“MLB Guaranty” means that certain Guaranty Agreement, dated as of September 29, 2004, in respect of the Baseball Stadium Agreement from the Office of the Commissioner of Baseball in favor of Events DC (as successor).

“MLB Prohibition Period” shall mean the period following the determination by MLB, in a written directive, declaration or ruling addressed to Team or Club Entity (sent in good faith and not at the request of the Team or Club Entity) and provided to Events DC that the condition of the Baseball Stadium Complex is such that MLB prohibits the playing of Baseball Home Games at the Baseball Stadium, in each case pursuant to which a Baseball Home Game cannot reasonably be held, or reasonably be foreseen to be held, at the Baseball Stadium in accordance with Baseball Rules and Regulations for exhibition of MLB games, as may be reasonably determined and applied by MLB from time to time;

provided that such Baseball Rules and Regulations are (a) generally applicable to all Major League Clubs, (b) consistently applied without discrimination in application to the Club or the Baseball Stadium and (c) not intended to circumvent this Agreement or the Non-Relocation Agreement.

For the avoidance of doubt, a condition at the Baseball Stadium Complex prohibiting playing of Baseball Home Games shall in no event include the lack of (a) improvements related to the quality of the fan experience or off- field amenities or (b) purely aesthetic or decorative changes preferred by MLB.

“MLB Ownership Guidelines” shall mean the “Memorandum re:

Ownership Transfers – Amended and Restated Guidelines & Procedures” issued by the Commissioner on December 11, 2023, as the same may be amended, supplemented or otherwise modified from time to time.

“MLB Securitization Guidelines” shall mean, collectively, the “Memorandum re:

Securitization of Major League Club Assets” issued by the BOC on November 9, 2005 and the “Memorandum re:

Securitization of Major League Club Assets – Amended and Restated Guidelines & Procedures” issued by the BOC on November 11, 2016, as the same may be amended, supplemented or otherwise modified from time to time.

“Necessary Improvements” means Capital Improvements that are required (i) by Applicable Laws;

(ii) in order to obtain insurance at commercially reasonable rates;

(iii) to keep the Stadium Field, lighting and fire and life safety features of the Baseball Stadium Complex in compliance with Baseball Rules and Regulations that are generally applicable to all Major League Clubs;

or (iv) other than Maintenance and Repairs, to replace components of the Leased Premises at the end of their economic life cycle with reasonably comparable and appropriate substitutes.

Capital Improvements necessitated by the Team’s violation of this Agreement are not Necessary Improvements.

Notwithstanding the foregoing, following a BPIF Impairment Election, Necessary Improvements shall be limited to (a) Tier 1 Improvements and Tier 2 Improvements to the Base Building performed in accordance with an approved CIP, (b) Capital Improvements required to comply with Baseball Rules and Regulations that are generally applicable to all Major League Clubs, and (c) Capital Improvements which are necessary to allow the Team to host Baseball Events and Special Events pursuant to an existing Event Agreement.

“Net Parking Revenues” means the net income of the Team (i.e., revenues collected by the Team less taxes and expenses) generated from the use of spaces in the Parking Facility, unrelated to events and activities within the Leased Premises (including public parking on a monthly, hourly or other basis, if any).

“Net Worth Covenant” has the meaning given in Section 4.7.

“Non-Relocation Agreement” means that certain Amended and Restated Non- Relocation Agreement, dated as of [_____], 2026, between the Club Entity and Events DC in the form attached hereto as Exhibit C.

“OCFO” means the Office of the Chief Financial Officer of the District of Columbia.

“Original Stadium Lease” has the meaning given in Recital A.

“Original Expiration Date” means February 28, 2039.

“Ownership Committee” shall mean the Ownership Committee of Major League Baseball and any successor body thereto.

“Parking Facilities” means all above or below ground structured parking facilities located on the Baseball Stadium Site.

“Parties” means Events DC and the Team.

“Performance Default” has the meaning given in Section 6.2(b)(i).

“Permitted Encumbrances” means (i) the Ground Lease;

(ii) the Ground Sublease;

(iii) this Agreement;

(iv) Mechanics Liens securing payments which are not due and payable or have been due for less than 90 days or which are being contested in good faith and by appropriate legal proceeding;

(v) easements, rights-of-way, restrictions and other minor defects in title which do not individually or in the aggregate materially impair the value or use of the Leased Premises for the Permitted Uses;

(vi) zoning, building and similar restrictions imposed by Applicable Laws;

(vii) easements, rights-of-way, restrictions, covenants and other encumbrances of public record on the date of this Agreement;

(viii) statutory liens for utility charges which are not yet due and payable;

and (ix) Permitted Mortgages.

“Permitted Investments” means (i) direct obligations of the United States of America or an agency or instrumentality thereof;

(ii) any investment permitted by the Existing Bond Indenture;

and (iii) investment agreements with a banking corporation that has (or its parent corporation has) an unsecured, uninsured and unguaranteed obligation rated in at least the second highest rating category of either Moody’s Investors Services Inc.

or Standard & Poor’s Ratings Services (without regard to increments or intermediate ratings, e.g., pluses or minuses).

“Permitted Mortgage” means (i) any Mortgage granted by Events DC, theDistrict Government or their respective successors in interest in compliance with Article 14 with respect to which a Subordination, Non-Disturbance and Attornment Agreement is executed and delivered in compliance with Article 17;

and (ii) any Mortgage granted by Team or the Club Entity in compliance with the Non-Relocation Agreement, Article 14 and Section 17.5.

“Permitted Relocation Period” has the meaning given in Section 12.1.

“Permitted Uses” means the uses of the Leased Premises by the Team that are permitted under Section 2.3.

“Person”meansanindividual,partnership,corporation(includingabusinesstrust), joint stock company, trust, unincorporated association, joint venture or any other entity, the United States, or a federal, state or political subdivision thereof or any agency or court of such state or subdivision.

“Postseason Games” means all official MLB games between two Major League Clubs occurring after the end of a Regular Season and which are considered by MLB to be part of its playoff system for that Regular Season leading to and including the World Series championship (as MLB may change such system from time to time).

“Promotional Rights” has the meaning given in Section 9.1.

“Proprietary Indicia” means all trademarks, service marks, trade names, trade dress, domain names, symbols, logos or brand names, together with any other copyrighted or copyrightable properties, in any format now known or later developed, that are or become owned or controlled by the Team Affiliates or an MLB Entity, which are or become commercially identifiedorassociatedwiththeTeam Affiliates oranMLBEntity,orarenoworhereafterlicensed by or to the Team Affiliates or an MLB Entity.

“Regular Season” means, in any given year of, the regular season defined by MLB as the games that count toward league standings for that year, but specifically excluding any pre- season (including spring training), Postseason Games, All-Star Games, Exhibition Games or other game designated by the BOC that does not count toward league standings.

“Regular Season Games” means MLB games (excluding, for the avoidance of doubt, Postseason Games) played by the Club during each Regular Season.

“Rent Reserve Account” has the meaning given in Section 4.6.

“Rent Shortfall” has the meaning given in Section 4.6(e).

“Required Improvements” has the meaning given in Section 6.1(e)(iii).

“Required Modifications” has the meaning given in Section 12.1.

“Required Reserve Balance” has the meaning given in Section 4.6(a).

“Reserved Team Spaces” means the portions of the Baseball Stadium Complex used for:

business offices;

baseball operations offices;

home team, visiting team and umpires’ locker rooms;