Common use of City’s Remedies Clause in Contracts

City’s Remedies. Subject to this ARTICLE XII, upon the occurrence of any Club Default or BSD Default, City may, in its sole discretion, pursue any one or more of the following remedies against the defaulting Party, without any further notice or demand, other than any notice expressly provided in this Agreement: (a) City may (but under no circumstance shall be obligated to) elect to suspend its obligations under or to terminate this Agreement. In the event City suspends this Agreement due to a Club Default and cannot contract with another MiLB team to fulfill Club’s obligations under the Venue License Agreement within one (1) year after such termination, the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB team, convey the Real Property back to BSD for an amount equal to all costs incurred by City in connection with the Venue and Venue Improvements. (b) If such Club Default, including but not limited to default under Section (c) Notwithstanding the foregoing, if there is a BSD Default but not a Club Default, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the City shall be entitled to receive from the sales proceeds: (w) full reimbursement for any Air Rights Infrastructure Costs paid by City, and all of City’s out- of-pocket costs of acquiring, holding, advertising and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%) of the net proceeds of sale, with BSD to receive any amounts remaining. (d) City may exercise any and all other remedies available to City at law or in equity or otherwise provided in this Agreement;

City’s Remedies. Subject to this ARTICLE XIISection 11.2, upon the occurrence of any Club Default or BSD Tenant Default, City may, in its sole discretion, pursue any one or more of the following remedies, in addition to any other remedies against the defaulting Party, without any further notice available to City at law or demand, other than any notice expressly provided in equity or as otherwise specified in this Agreement, after delivery of written notice to Tenant: (ai) City may (but under no circumstance shall be obligated to) elect to suspend its obligations under or to terminate this Agreement and upon such termination City may forthwith reenter and repossess the Ballpark and the Ballpark Dedicated Parking in accordance with law and be entitled to recover, as damages under this Agreement, a sum of money equal to the total of (i) the reasonable cost of recovering the Ballpark, (ii) the reasonable cost of removing and storing Tenant’s Personal Property or any other occupant’s Property, (iii) the unpaid Rent and any other sums accrued hereunder at the date of termination and (iv) any increase in insurance premiums caused by the vacancy of the Ballpark. In the event City suspends shall elect to terminate this Agreement, City shall at once have all the rights of reentry upon the Ballpark, without becoming liable for damages or guilty of trespass. (ii) City may (but under no circumstance shall be obligated to) terminate Tenant’s right of occupancy of all or any part of the Ballpark and the Ballpark Dedicated Parking and reenter and repossess the Ballpark and the Ballpark Dedicated Parking in accordance with law, without demand or further notice of any kind to Tenant and without terminating this Agreement, without acceptance of surrender of possession of the Ballpark or the Ballpark Dedicated Parking, and without becoming liable for damages or guilty of trespass, in which event City shall make commercially reasonable efforts to relet the Ballpark and the Ballpark Dedicated Parking or any part thereof for the account of Tenant for a period equal to or lesser or greater than the remainder of the Term on whatever terms and conditions City, in City’s sole discretion, deems advisable. Tenant shall be liable for and shall pay to City, after offset of monies received by the City from reletting the Ballpark and/or Ballpark Dedicated Parking, if any, all Rent payable by Tenant under this Agreement due to a Club Default and cannot contract with another MiLB team to fulfill Club’s obligations under the Venue License Agreement within one (1) year after such termination, the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB team, convey the Real Property back to BSD for plus an amount equal to (i) the reasonable cost of recovering possession of the Ballpark and the Ballpark Dedicated Parking, (ii) the reasonable cost of removing and storing any of Tenant’s or any other occupant’s property left on the Ballpark and the Ballpark Dedicated Parking after reentry, (iii) the cost of any increase in insurance premiums caused by the termination of possession of the Ballpark and the Ballpark Dedicated Parking and (iv) the reasonable cost of any repairs, changes, alterations or additions necessary for reletting, all costs incurred reduced by any sums received by City in connection with the Venue and Venue Improvements. (b) If such Club Default, including but not limited to default under Section (c) Notwithstanding the foregoing, if there is a BSD Default but not a Club Default, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation through any reletting of the effectiveness Ballpark and the Ballpark Dedicated Parking and/or any decreases in insurance premiums resulting from the termination of this Agreement between City possession of the Ballpark and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels to the CityBallpark Dedicated Parking; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD in no event shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the City shall Tenant be entitled to receive any excess of any sums obtained by reletting over and above Rent provided in this Agreement to be paid by Tenant to City. For the purpose of such reletting, City is authorized to make any repairs, changes, alterations or additions in or to the Ballpark and the Ballpark Dedicated Parking that may be necessary. City may xxx to recover any sums falling due under the terms of this Section 11.2 from time to time. No reletting shall be construed as an election on the sales proceeds: part of City to terminate this Agreement unless a written notice of such intention is given to Tenant by City. Notwithstanding any such reletting without termination, City may at any time thereafter elect to terminate this Agreement for such Tenant Default and exercise any of its rights under Article X of this Agreement. (wiii) full reimbursement City may (but under no circumstance shall be obligated to) enter upon the Ballpark and the Ballpark Dedicated Parking and do whatever Tenant is obligated to do under the terms of this Agreement, including taking all reasonable steps necessary to maintain and preserve the Ballpark; and Tenant agrees to reimburse City on demand for any Air Rights Infrastructure Costs paid by Cityexpenses which City may incur in effecting compliance with Tenant’s obligations under this Agreement (other than expenses of actually operating a business as opposed to maintenance, repair and all of City’s out- of-pocket costs of acquiring, holding, advertising and selling the Air Rights Parcel;, (xrestoration) plus interest at the Default Rate on Rate, and Tenant further agrees that City shall not be liable for any damages resulting to Tenant from such action. No action taken by City under this Section 11.2 shall relieve Tenant from any of its obligations under this Agreement or from any consequences or liabilities arising from the foregoing; and (y) twenty percent (20%) of the net proceeds of sale, with BSD failure to receive any amounts remainingperform such obligations. (div) City may exercise any and all other remedies available to City at law or in equity (to the extent not otherwise specified or otherwise provided listed in this Agreement;Section 11.2), including enforcing specific performance of Tenant’s obligation to continuously operate the Ballpark and the Ballpark Dedicated Parking in accordance with the Ballpark Standard and pursuant to Article VI, and seeking monetary damages, including interest on the unpaid Rent at the Default Rate. If City should terminate this Agreement in accordance with Section 11.2, Tenant shall assign to City any and all right, title and interest in any contracts entered into by Tenant for supplies, services, concessionaires, merchandisers or other vendors, or other similar agreements necessary for the daily operation of the Ballpark (other than those contracts with an Affiliate of Tenant).

City’s Remedies. Subject If an Event of Default occurs, the City shall have the following remedies; (1) The City may, but shall not be obligated to, and without notice to or demand upon the Tenant and without waiving or releasing the Tenant from any of the Tenant’s obligations under this ARTICLE XIILease, pay or perform any obligations of the Tenant; pay any cost or expense to be paid by the Tenant; obtain any insurance coverage and pay premiums therefor; and make any other payment or perform any other act on the part of the Tenant to be made and performed as provided for in this Lease, in such manner and to such extent as the City may deem desirable, and in exercising any such right, may also pay all necessary and incidental costs and expenses, employ counsel and incur and pay attorneys’ fees. The Tenant shall pay costs to the City upon demand with interest at seven percent per annum. (2) The City may terminate this Lease by written notice to the Tenant in which case the Tenant shall vacate the Property in accordance with Section 12 of this Lease. Neither the passage of time after the occurrence of an Event of Default nor the City’s exercise of any Club other remedy with regard to such Event of Default or BSD Default, shall limit the City’s right to terminate the Lease by written notice to the Tenant. (3) The City may, in its sole discretion, pursue any one whether or more of not the following remedies against the defaulting Party, without any further notice or demand, other than any notice expressly provided in this Agreement: (a) City may (but under no circumstance shall be obligated to) elect to suspend its obligations under or has elected to terminate this AgreementLease, immediately commence summary proceedings in unlawful detainer to recover possession of the Property. In the event City suspends this Agreement due to of the issuance of a Club Default writ of restitution in such proceeding, upon the City’s reentry upon and cannot contract with another MiLB team to fulfill Club’s obligations under repossession of the Venue License Agreement within one (1) year after such terminationProperty, the CityCity may remove the Tenant and all other persons from the Property (subject to the Tenant’s right and responsibility to remove the Tenant’s personal property pursuant to paragraph 12 of this Lease). In the event the City reenters the Property pursuant to this paragraph and the Tenant fails to remove the Tenant’s personal property within the time period provided in paragraph 12, all items of personal property not removed by the Tenant within said period shall be deemed abandoned, and title thereto shall transfer to the City at the expiration of such period or, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB team, convey the Real Property back to BSD Tenant’s vacation of the Property. These items may be disposed of by the City. The Tenant shall be responsible for an amount equal to all costs incurred by City in connection with the Venue and Venue Improvementsany disposal costs. (b4) If such Club Default, including but not limited In addition to default under Section (c) Notwithstanding the foregoing, if there is a BSD Default but not a Club Default, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation all other remedies of the effectiveness of this Agreement between City and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the City shall be entitled to receive from the sales proceeds: (w) full reimbursement for upon demand of all reasonable attorneys’ fees which it incurs in connection with any Air Rights Infrastructure Costs paid by City, and all Event of City’s out- of-pocket costs of acquiring, holding, advertising and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%) of the net proceeds of sale, with BSD to receive any amounts remainingDefault. (d5) The City may exercise any and all other remedies initiate legal proceedings to enforce the provisions of this Lease. No remedy provided for herein or elsewhere in this Lease or otherwise available to the City at law by law, statute, or in equity or otherwise provided in this Agreement;equity, shall be exclusive of any other remedy, but all such remedies shall be cumulative and may be exercised from time to time and as often as the occasion may arise.

City’s Remedies. Subject If any ArenaCo Default occurs, the City shall have the right, at the City's election, subject to this ARTICLE XIIthe rights of Leasehold Mortgagees, upon the occurrence of any Club Default or BSD Defaultif any, City mayunder Section 16, in its sole discretion, pursue to exercise any one or more of the following remedies against described below. Exercise of any of such remedies shall not prevent the defaulting Partyconcurrent or subsequent exercise of any other remedy provided for in this Agreement or otherwise available to the City at law or in equity, without any further notice or demand, other than any notice except as otherwise expressly provided stated in this Agreement:. (aA) The City may (may, at the City's option but under no circumstance shall be obligated to) elect without obligation to suspend its do so, and without releasing ArenaCo from any obligations under or to terminate this Agreement, make any payment or take any action as the City deems necessary or desirable to cure any ArenaCo Default in such manner and to such extent as the City in good xxxxx xxxxx necessary or desirable. In the event City suspends this Agreement due to a Club Default and cannot contract with another MiLB team to fulfill Club’s obligations under the Venue License Agreement within one (1) year after such termination, ArenaCo shall pay the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB teamdemand, convey all reasonable advances, costs, and expenses of the Real Property back to BSD for an amount equal to all costs incurred by City in connection with making any such payment or taking any such action, including reasonable attorneys' fees, together with interest on all such amounts at the Venue Default Rate from the date of payment of any such advances, costs, and Venue Improvementsexpenses by the City. (bB) If such Club DefaultThe City may xxx ArenaCo for and obtain damages, including but not limited to default under Section (c) Notwithstanding specific performance, other equitable relief, or any combination of the foregoing, if there is a BSD Default but not a Club Default, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell may not terminate this Agreement for an ArenaCo Default except as provided in Section 11.2(C). (C) If the City prevails on any Air Rights Parcelsuit brought under Section 11.2(B), obtains a judgment for damages, specific performance, other equitable relief, or any combination of the foregoing, and ArenaCo either (i) BSD shall have the right of first refusal for fifteen (15) fails to pay such damages within ten days after such judgment (including all applicable appeals thereto) becomes final, or (ii) fails to otherwise comply with such judgment within the time periods set forth therein or, if no time periods are set forth therein, within a reasonable period of time after such judgment (including all applicable appeals thereto) becomes final but, subject to Force Majeure Events, in no event more than 120 days after such judgment (including all applicable appeals thereto) becomes final, then the City may, by written notice from to ArenaCo and the Leasehold Mortgagees (x) terminate this Agreement, which termination shall be effective on the date specified in such notice (which date may not be earlier than 30 days after the date of such notice or, if such notice is given during, or within 30 days prior to the commencement of, a Basketball Season (as defined in the Team Agreement), ten Business Days after the end of such Basketball Season) and following receipt of such notice, ArenaCo shall vacate the Arena on or before the effective date thereof, failing which, the City may institute dispossessory proceedings, or (y) if the ArenaCo Default for which the judgment was obtained relates to BSD regarding such sale a material breach of Section 4.3, the City may, at the City's option, require ArenaCo to match any offer received engage a new management company to operate and manage the Arena, which management company must (1) have at least five years' experience in operating and managing at least three other multipurpose entertainment and sports centers that serve as the home venue of an NBA team and (2) be approved by the City for and the First Leasehold Mortgagee (such Air Rights Parcelapproval not to be unreasonably withheld, and (ii) upon the sale of the Air Rights Parcel to BSD conditioned, or any other party, the City shall be entitled to receive from the sales proceeds: (w) full reimbursement for any Air Rights Infrastructure Costs paid by City, and all of City’s out- of-pocket costs of acquiring, holding, advertising and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%) of the net proceeds of sale, with BSD to receive any amounts remainingdelayed). (d) City may exercise any and all other remedies available to City at law or in equity or otherwise provided in this Agreement;

City’s Remedies. Subject If any ArenaCo Default occurs, the City shall have the right, at the City's election, to this ARTICLE XII, upon the occurrence of any Club Default or BSD Default, City may, in its sole discretion, pursue exercise any one or more of the following remedies against the defaulting Partyremedies, without any further notice or demand, other than any notice expressly provided in this Agreement: (a) City may (but under no circumstance shall be obligated to) elect subject to suspend its obligations under or to terminate this Agreement. In the event City suspends this Agreement due to a Club Default and cannot contract with another MiLB team to fulfill Club’s obligations under the Venue License Agreement within one (1) year after such termination, the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB team, convey the Real Property back to BSD for an amount equal to all costs incurred by City in connection with the Venue and Venue Improvements. (b) If such Club Default, including but not limited to default under Section (c) Notwithstanding the foregoing, if there is a BSD Default but not a Club Default, City may terminate only the rights of BSD under Leasehold Mortgagees and Mezzanine Lenders (as more fully described in Section 15.15 below). Exercise of any of such remedies shall not prevent the concurrent or subsequent exercise of any other remedy provided for in this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels or otherwise available to the City; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the City shall be entitled to receive from the sales proceeds: (w) full reimbursement for any Air Rights Infrastructure Costs paid by City, and all of City’s out- of-pocket costs of acquiring, holding, advertising and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%) of the net proceeds of sale, with BSD to receive any amounts remaining. (d) City may exercise any and all other remedies available to City at law or in equity or equity, except as otherwise provided in expressly stated herein. (A) The City may, at the City's option but without obligation to do so, and without releasing ArenaCo from any obligations under this Agreement;, make any payment or take any action as the City deems necessary or desirable to cure any ArenaCo Default in such manner and to such extent as the City in good xxxxx xxxxx necessary or desirable. ArenaCo shall pay the City, upon demand, all reasonable advances, costs, and expenses of the City in connection with making any such payment or taking any such action, including reasonable attorneys' fees, together with interest on all such amounts at the Default Rate from the date of payment of any such advances, costs, and expenses by the City. (B) The City may sue ArenaCo for and obtain damages, specific performance, other equitable relief, or any combination of the foregoing. (C) If the City prevails on any suit brought under Section 14.2(B) above, obtains a judgment for damages, specific performance, other equitable relief, or any combination of the foregoing and ArenaCo either (1) fails to pay such damages within 30 days after such judgment becomes final and non‐appealable, or (2) fails to otherwise comply with such judgment within the time periods set forth therein or, if no time periods are set forth therein, within a reasonable period of time after such judgment becomes final and non‐appealable but, subject to Force Majeure Events, in no event more than 120 days after such judgment becomes final and non‐appealable, then, the City may, by written notice to ArenaCo, (a) offset the amount of any such unpaid damages against any amount owed by the City to ArenaCo under any Project Agreement other than this Agreement and (b) terminate this Agreement, which termination shall be effective on the date specified in such notice (but not less than 30 days after the date of such notice).

City’s Remedies. Subject to this ARTICLE XII, upon In the occurrence event of any Club Default or BSD Defaultof the foregoing events of default of Concessionaire, and following thirty (30) days’ notice by City mayand Concessionaire’s failure to remedy, in City, at its sole discretionelection, pursue may exercise any one or more of the following remedies against options or remedies, the defaulting Partyexercise of any of which will not be deemed to preclude the exercise of any other remedy herein listed or otherwise provided by statute or general law. Unless the default, stated in such notice, is by its nature curable and shall have been cured within such thirty (30) days. Nothing in this Article XIII shall be construed to grant a right to Concessionaire to cure a default, which by its nature is not capable of being cured. City Remedies are as follows: 1. Allow this Agreement to continue in full force and effect and enforce City’s right to collect Compensation as it becomes due together with past due interest and draw upon the Surety in any amount necessary to satisfy the damages sustained or reasonably expected from Concessionaires default. 2. Upon thirty (30) day notice terminate Concessionaire’s rights under this Agreement. This notice shall be final and shall at the option of City terminate all of the rights hereunder of Concessionaire, and City may upon the date in the notice take possession of the Premises, and expel Concessionaire with or without process of law, without liability for trespass, and using such force as may be necessary, and without prejudice to any further notice remedies for damages or demandbreach. In doing so, City will not be deemed to have thereby accepted a surrender of the Premises, and Concessionaire will remain liable for all payments or other than sums due under this Agreement up to and including the date of termination, and for all damages suffered by City because of Concessionaire’s breach of any notice expressly provided in of the covenants of this Agreement:, including but not limited to, all cost of reletting, reasonable attorney’s fees, repairs, and improvements; or (a) City 3. Treat this Agreement as remaining in existence, and reenter and take possession of the Premises and expel Concessionaire and those claiming through or under Concessionaire and remove the effects of as may (but under no circumstance be necessary with or without process of law, without liability for trespass, using such force as may be necessary, and without prejudice to any remedies for damages or breach. No such reentry shall be obligated to) elect to suspend its obligations under or construed as an election on City’s part to terminate this Agreement. City reserves the right to terminate the Agreement at any time after reentry. Following reentry, City may relet the Premises, and make alterations, repairs, or improvements as City deems appropriate for reletting. City shall not be responsible for any failure to relet the Premises or any failure to collect compensation due for such reletting. City shall not be liable to Concessionaire for any claim for damages resulting from remedial action by City. Concessionaire shall continue to be liable for all amounts due as under this Agreement on the dates specified plus interest thereon at the Past Due Interest Rate together with such amounts as would be payable, including costs, attorney's fees, repairs, and improvements. No delay, failure, or omission of City to re-enter the Premises or to exercise any right, power, privilege, or option arising from any default nor subsequent acceptance of fees or charges then or thereafter accrued will impair any such right, power, privilege, or option, or be construed to be a waiver of any such default or relinquishment, or acquiescence of the Premises. No option, right, power, remedy, or privilege of City will be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options, or remedies given to City by this Agreement are cumulative and that the exercise of one right, power, option, or remedy by City will not impair its rights to any other right, power, option, or remedy available under this Agreement or provided by law. In the event City suspends terminates this Agreement due to a Club Default and cannot contract with another MiLB team to fulfill Club’s obligations or reclaims the Premises under the Venue License Agreement within one (1) year after such termination, the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB team, convey the Real Property back to BSD for an amount equal to all costs incurred by City in connection with the Venue and Venue Improvements. (b) If such Club Default, including but not limited to default under Section (c) Notwithstanding the foregoing, if there is a BSD Default but not a Club Defaultthis Section 13.03, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD has no liability to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the City shall be entitled to receive from the sales proceeds: (w) full reimbursement Concessionaire for any Air Rights Infrastructure Costs paid by City, and all of City’s out- of-pocket costs of acquiring, holding, advertising and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%) of the net proceeds of sale, with BSD to receive any amounts remainingUnamortized Investment. (d) City may exercise any and all other remedies available to City at law or in equity or otherwise provided in this Agreement;

City’s Remedies. Subject to this ARTICLE XII, upon Upon the occurrence of any Club an Event of Default or BSD Defaultby KSM, City may, in its sole discretion, pursue any one or more of the following remedies against the defaulting Party, without any further notice or demand, other than any notice expressly provided in this Agreement: (ai) seek specific performance of KSM’s obligations or injunctive relief, as applicable; (ii) demand and receive payment of all amounts due City may (but under no circumstance shall be obligated to) elect to suspend its obligations under or to terminate this Agreement. In the event City suspends terms of this Agreement and the payment of all costs, damages, and expenses of City arising due to a Club Default and cannot contract with another MiLB team KSM’s Event of Default;(iii) proceed to fulfill Club’s remedy the Event of Default. All sums so expended or obligations under the Venue License Agreement within one (1) year after such termination, the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB team, convey the Real Property back to BSD for an amount equal to all costs incurred by City in connection with the Venue and Venue Improvements. (b) If such Club Default, including but not limited to default under Section (c) Notwithstanding the foregoing, if there is a BSD Default but not a Club Default, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the City therewith shall be entitled paid by KSM to receive from the sales proceeds: (w) full reimbursement for any Air Rights Infrastructure Costs paid City, upon demand by City, and all on failure of such reimbursement, City may, at City’s out- of-pocket option, deduct all costs and expenses incurred in connection with remedying the Event of acquiring, holding, advertising and selling Default from the Air Rights Parcel;, (x) interest at next sums becoming due to KSM from City under the Default Rate on the foregoingterms of this Agreement; and (yiv) twenty percent (20%) terminate this Agreement by written notice of termination to KSM. Upon proper termination of this Agreement, KSM shall surrender occupancy of the net proceeds Property to City. No remedy granted to City is intended to be exclusive of saleany other remedy herein or by law provided, with BSD but each shall be cumulative and shall be in addition to receive any amounts remaining. (d) every other remedy given hereunder or now or hereafter existing at law, in equity, or by statute, including a suit for money damages. No delay or omission by City may to exercise any and all other remedies available right accruing upon an Event of Default shall impair City’s exercise of any right or shall be construed to City at law be a waiver of any Event of Default or in equity or otherwise provided in this Agreement;acquiescence thereto. IN NO EVENT SHALL KSM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR PERFORMANCE OR NON-PERFORMANCE HEREUNDER (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS AND LOSS OF GOODWILL) EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

City’s Remedies. Subject If any ArenaCo Default occurs, the City shall have the right, at the City's election, subject to this ARTICLE XIIthe rights of ArenaCo Lenders, upon the occurrence of any Club Default or BSD Defaultif any, City mayunder Section 13, in its sole discretion, pursue to exercise any one or more of the following remedies against described below. Exercise of any of such remedies shall not prevent the defaulting Partyconcurrent or subsequent exercise of any other remedy provided for in this Agreement or otherwise available to the City at law or in equity, without any further notice or demand, other than any notice except as otherwise expressly provided stated in this Agreement:. (aA) The City may (may, at the City's option but under no circumstance shall be obligated to) elect without obligation to suspend its do so, and without releasing ArenaCo from any obligations under or to terminate this Agreement, make any payment or take any action as the City deems necessary or desirable to cure any ArenaCo Default in such manner and to such extent as the City in good xxxxx xxxxx necessary or desirable. In the event City suspends this Agreement due to a Club Default and cannot contract with another MiLB team to fulfill Club’s obligations under the Venue License Agreement within one (1) year after such termination, ArenaCo shall pay the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB teamdemand, convey all reasonable advances, costs, and expenses of the Real Property back to BSD for an amount equal to all costs incurred by City in connection with making any such payment or taking any such action, including reasonable attorneys' fees, together with interest on all such amounts at the Venue Default Rate from the date of payment of any such advances, costs, and Venue Improvementsexpenses by the City. (bB) If such Club DefaultThe City may xxx ArenaCo for and obtain damages, including but not limited to default under Section (c) Notwithstanding specific performance, other equitable relief, or any combination of the foregoing, if there is a BSD Default but not a Club Default, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell may not terminate this Agreement for an ArenaCo Default except as provided in Section 9.2(C). (C) If the City prevails on any Air Rights Parcelsuit brought under Section 9.2(B), obtains a judgment for damages, specific performance, other equitable relief, or any combination of the foregoing, and ArenaCo either (i) BSD shall have the right of first refusal for fifteen (15) fails to pay such damages within ten days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parceljudgment (including all applicable appeals thereto) becomes final, and or (ii) upon fails to otherwise comply with such judgment within the sale time periods set forth therein or, if no time periods are set forth therein, within a reasonable period of the Air Rights Parcel time after such judgment (including all applicable appeals thereto) becomes final but, subject to BSD or any other partyForce Majeure Events, in no event more than 120 days after such judgment (including all applicable appeals thereto) becomes final, then the City shall be entitled may, by written notice to receive from ArenaCo and the sales proceeds: (w) full reimbursement for any Air Rights Infrastructure Costs paid by City, and all of City’s out- of-pocket costs of acquiring, holding, advertising and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%) of the net proceeds of sale, with BSD to receive any amounts remaining. (d) City may exercise any and all other remedies available to City at law or in equity or otherwise provided in this Agreement;ArenaCo Lender,

City’s Remedies. Subject to this ARTICLE XII, upon Upon the occurrence of any Club an Event of Default or BSD Defaultby Tenant hereunder, City may, in at its sole discretion, pursue any one or more of the following remedies against the defaulting Party, option and without any further notice or demand, in addition to any other than rights and remedies given hereunder or by law, do any notice expressly provided in this Agreementone or more of the following: (a) City may (but under no circumstance shall be obligated to) elect i. Terminate the Lease on a date specified in a written notice of termination to suspend its obligations under or to terminate this AgreementTenant. ii. In the event of any such termination of this Lease for an Event of Default, City suspends this Agreement due may then or at any time thereafter, re-enter the Premises and remove therefrom all persons and property and again repossess and enjoy the Premises, without prejudice to a Club any other remedies that City may have by reason of Tenant’s Default and cannot contract with another MiLB team to fulfill Club’s obligations under the Venue License Agreement within one (1) year after or of such termination. iii. In the event of any such termination of this Lease, and in addition to any other rights and remedies City may have, City shall have all of the Cityrights and remedies provided by Section 1951.2 of the California Civil Code. The amount of damages which City may recover in event of such termination shall include, upon BSD request made within thirty without limitation, (30i) days the worth at the time of award (computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent) of the amount by which the unpaid rent for balance of the Term after notice from the time of award exceeds the amount of rental loss that Tenant proves could be reasonably avoided, (ii) all legal expenses and other related costs, including costs of experts, incurred by City with respect to BSD that City could not contract with another MiLB teamTenant’s Default, convey the Real Property back to BSD for an amount equal to (iii) all costs incurred by City in connection with repairing any damage to the Venue Premises caused by Tenant, and Venue Improvements(iv) all costs (including, without limitation, any brokerage commissions) incurred by City in reletting the Premises which would not have been incurred by City at the end of the Term. (b) If such Club Defaultiv. For the purpose of determining the unpaid rent in the event of a termination of this Lease pursuant to this Section 18.b, including but not limited or the rent due hereunder in the event of a reletting of the Premises pursuant to default this Section 18.b, the monthly rent reserved in this Lease shall be deemed to be the sum of the rental due under SectionSection 3. (c) Notwithstanding the foregoing, if there is a BSD Default but not a Club Defaultv. After terminating this Lease pursuant to this Section 18.b, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the City shall be entitled to receive from the sales proceeds: (w) full reimbursement for any Air Rights Infrastructure Costs paid by City, and all of City’s out- of-pocket costs of acquiring, holding, advertising and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%) of the net proceeds of sale, with BSD to receive any amounts remaining. (d) City may exercise remove any and all other remedies available to City personal property located in the Premises and place such property in a public or private warehouse or elsewhere at law or in equity or otherwise provided in this Agreement;the sole cost and expense of Tenant.

City’s Remedies. Subject to this ARTICLE XII, upon Upon the occurrence of any Club an Event of Default or BSD Defaultby KSM, City may, in its sole discretion, pursue any one or more of the following remedies against the defaulting Party, without any further notice or demand, other than any notice expressly provided in this Agreement: (a) 12.1.1 Seek specific performance of KSM’s obligations or injunctive relief, as applicable; 12.1.2 Offset the amount due from Management Fees due KSM hereunder. Demand and receive payment of all amounts due City under the terms of this Agreement and the payment of all costs, damages, expenses, and reasonable attorneys’ fees of City arising due to KSM’s Event of Default; 12.1.3 Proceed to remedy the Event of Default, and in connection with such remedy, City may (but under no circumstance shall be obligated to) elect to suspend its pay all expenses and employ counsel. All sums so expended or obligations under or to terminate this Agreement. In the event City suspends this Agreement due to a Club Default and cannot contract with another MiLB team to fulfill Club’s obligations under the Venue License Agreement within one (1) year after such termination, the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB team, convey the Real Property back to BSD for an amount equal to all costs incurred by City in connection with the Venue and Venue Improvements. (b) If such Club Default, including but not limited to default under Section (c) Notwithstanding the foregoing, if there is a BSD Default but not a Club Default, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the City therewith shall be entitled paid by KSM to receive from the sales proceeds: (w) full reimbursement for any Air Rights Infrastructure Costs paid City, upon demand by City, and all on failure of such reimbursement, City may, at City’s out- of-pocket option, deduct all costs and expenses incurred in connection with remedying the Event of acquiringDefault from the next sums becoming due to KSM from City under the terms of this Agreement; and 12.1.4 Terminate this Agreement by written notice of termination to KSM. Upon proper termination of this Agreement, holding, advertising and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%) KSM shall surrender occupancy of the net proceeds Property to City. No remedy granted to City is intended to be exclusive of saleany other remedy herein or by law provided, with BSD but each shall be cumulative and shall be in addition to receive any amounts remaining. (d) every other remedy given hereunder or now or hereafter existing at law, in equity, or by statute. No delay or omission by City may to exercise any and all other remedies available right accruing upon an Event of Default shall impair City’s exercise of any right or shall be construed to City at law be a waiver of any Event of Default or in equity or otherwise provided in this Agreement;acquiescence thereto. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR PERFORMANCE OR NON-PERFORMANCE HEREUNDER (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS AND LOSS OF GOODWILL) EVEN IF ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

City’s Remedies. Subject Upon a declaration of default and failure to cure (if an opportunity to cure is required) in accordance with the provisions of Section III.3 (Default) of this ARTICLE XII, upon the occurrence of any Club Default or BSD DefaultAgreement, City may, in its sole discretion, pursue may do any one (1) or more of the following remedies against the defaulting Party, without any further notice or demand, other than any notice expressly provided in this Agreementfollowing: (a) City may (but a. Perform any act required of Franchisee under no circumstance shall be obligated to) elect to suspend its obligations under or to terminate this Agreement. In Franchisee shall be liable to City for all costs thus incurred. City may deduct any costs incurred from any payments then or thereafter due to Franchisee from City. b. Exercise its rights under any provision of this Agreement and/or any performance or warranty guarantee securing Franchisee’s obligations under this Agreement. c. Notify Franchisee, in writing, to discontinue its services pursuant to this Agreement, and notify Franchisee’s surety, in writing, of the default. Upon receipt of such notice, Franchisee agrees that it will promptly discontinue its services pursuant to this Agreement. The surety may, at its option to be exercised within ten (10) calendar days from such notice, assume the services that City ordered Franchisee to discontinue and proceed to perform such services with a contractor acceptable to City, at the surety's sole cost and expense and in compliance with the terms and conditions of this Agreement. Pending consideration by the surety of said option to assume the services, or in the event that the surety fails to timely exercise its option, City suspends may: (1) take possession of Franchisee’s equipment, vehicles, and facilities used to provide services pursuant to this Agreement due and employ such workforce as City may deem advisable to a Club Default and cannot provide such services; and/or (2) contract with another MiLB team service provider to fulfill Club’s obligations under the Venue License Agreement within one (1) year after perform such termination, the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB team, convey the Real Property back to BSD for an amount equal to services. The cost of all costs incurred labor and materials shall be paid by City in connection with out of the Venue and Venue Improvements. (b) If such Club Default, including but not limited monies due or to default under Section (c) Notwithstanding the foregoingbecome due Franchisee, if there is a BSD Default but not a Club Defaultany; otherwise, City may terminate only charge the rights of BSD under this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD same to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the Franchisee and/or Franchisee’s surety. City shall be entitled to recover all direct and actual costs and expenses incurred in exercising this option, including, but not limited to, reasonable attorney fees. Franchisee shall be entitled to receive from the sales proceeds: (w) full reimbursement reasonable compensation for any Air Rights Infrastructure Costs paid by City’s use of Franchisee’s equipment, vehicles, and all of City’s out- of-pocket costs of acquiring, holding, advertising facilities. d. Seek liquidated damages from Franchisee in accordance with Section V.11.B (Missed Service and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%Liquidated Damages) of the net proceeds of sale, with BSD to receive any amounts remainingthis Agreement. (d) City may exercise e. Pursue any appropriate judicial remedy including, but not limited to, an action for specific performance, injunction, and all other remedies available to City at law or in equity or otherwise provided in civil penalties. f. Terminate this Agreement;.

City’s Remedies. Subject to this ARTICLE XII, upon the occurrence of any Club Default or BSD Default, City may, in its sole discretion, pursue any one or more of the following remedies against the defaulting Party, without any further notice or demand, other than any notice expressly provided in this Agreement: (a) City may (but under no circumstance shall be obligated to) elect to suspend its obligations under or to terminate this Agreement. In the event City suspends this Agreement due to a Club Default and cannot contract with another MiLB team to fulfill Club’s obligations under the Venue License Agreement within one (1) year after such termination, the City, upon BSD request made within thirty (30) days after notice from City to BSD that City could not contract with another MiLB team, convey the Real Property back to BSD for an amount equal to all costs incurred by City in connection with the Venue and Venue Improvements. (b) If such Club Default, including but not limited to default under Section (c) Notwithstanding the foregoing, if there is a BSD Default but not a Club Default, City may terminate only the rights of BSD under this Agreement (not the rights of Club), without limitation of the effectiveness of this Agreement between City and Club, and require BSD to transfer all ownership rights in the Air Rights Parcels to the City; provided, however, that if the City should subsequently propose to sell any Air Rights Parcel, (i) BSD shall have the right of first refusal for fifteen (15) days after written notice from the City to BSD regarding such sale to match any offer received by the City for such Air Rights Parcel, and (ii) upon the sale of the Air Rights Parcel to BSD or any other party, the City shall be entitled to receive from the sales proceeds: (w) full reimbursement for any Air Rights Infrastructure Costs paid by City, and all of City’s out- out-of-pocket costs of acquiring, holding, advertising and selling the Air Rights Parcel;, (x) interest at the Default Rate on the foregoing; and (y) twenty percent (20%) of the net proceeds of sale, with BSD to receive any amounts remaining. (d) City may exercise any and all other remedies available to City at law or in equity or otherwise provided in this Agreement;