Common use of First Leasehold Mortgagee’s Right to a New Agreement Clause in Contracts

First Leasehold Mortgagee’s Right to a New Agreement. (A) If the Lease Agreement shall terminate by reason of a rejection in OVG’s bankruptcy, or option of OVG to treat the Lease Agreement as terminated under 11 U.S.C. § 365(h)(1)(A)(i), or any comparable provision of law, the City shall promptly give notice of such termination to any Leasehold Mortgagee of which the City has notice. The City shall, upon a Leasehold Mortgagee’s request given within 30 days after such Leasehold Mortgagee’s receipt of such notice, enter into a new lease of the Arena effective as of (or retroactively to) the date of the termination of the Lease Agreement, for the remainder of the Term, as if no termination had occurred, with a New Operator on the same terms and provisions of the Lease Agreement, including all rights, options, privileges, and obligations of OVG under the Lease Agreement, but excluding any requirements that have already been performed or no longer apply (a “New Agreement”), provided that the First Leasehold Mortgagee shall, at the time of execution and delivery of such New Agreement, (i) pay the City any and all rent, additional rent and other sums then due under the Lease Agreement (determined as if the Lease Agreement had not been terminated), and (ii) cure any nonmonetary defaults (other than Personal Defaults, which First Leasehold Mortgagee need not cure) under the Lease Agreement (determined as if the Lease Agreement had not been terminated) or, if such nonmonetary default is of a nature that it cannot with due diligence be cured upon such execution and delivery, then the First Leasehold Mortgagee shall (x) upon such execution and delivery, advise the City of its intention to take all steps necessary to remedy such nonmonetary default (other than Personal Defaults, which First Leasehold Mortgagee need not cure), and (y) promptly and duly commence the cure of such default and thereafter diligently prosecute to completion the remedy of such default, which completion must be achieved within a reasonable time under the circumstances (not to exceed 90 days), subject to Force Majeure Events. In no event, however, shall the New Operator be required to cure a Personal Default of OVG as a condition to obtaining or retaining a New Agreement or otherwise. From the date the Lease Agreement terminates until the date of execution and delivery of any such New Agreement (the “New Agreement Delivery Date”), the City may, at its option, perform the day‐to‐day operations, maintenance, and repair of the Arena and the Premises and all expenses incurred by the City shall be immediately due and payable by the New Operator as of the New Agreement Delivery Date; provided, however, the City shall not (1) operate the Arena or the Premises in an unreasonable manner, (2) take any affirmative action to cancel any sublease or accept any cancellation, termination, or surrender of a sublease, except due to such subtenant’s default, or (3) lease any of the Arena or the Premises except to New Operator.

First Leasehold Mortgagee’s Right to a New Agreement. (A) If the Lease this Agreement shall terminate by reason of the City exercising any right it has under this Agreement to terminate, a rejection in OVG’s ArenaCo's bankruptcy, or option of OVG ArenaCo to treat the Lease this Agreement as terminated under 11 U.S.C. § 365(h)(1)(A)(i), or any comparable provision of law, the City shall promptly give notice of such termination to any Leasehold Mortgagee of which the City has notice. The City shall, upon a Leasehold Mortgagee’s 's request given within 30 days after such Leasehold Mortgagee’s 's receipt of such notice, enter into (and if the City fails to do so, shall be deemed to have entered into) a new lease of the Arena effective as of (or retroactively to) the date of the termination of the Lease this Agreement, for the remainder of the Term, as if no termination had occurred, with a New Operator on the same terms and provisions of the Lease this Agreement, including the Purchase Option and all other rights, options, privileges, and obligations of OVG ArenaCo under the Lease this Agreement, but excluding any requirements that have already been performed or no longer apply (a “"New Agreement”"), provided that the First Leasehold Mortgagee shall, at the time of execution and delivery of such New Agreement, (i) pay the City any and all rent, additional rent Annual Fees and other sums then due under the Lease this Agreement (determined as if the Lease this Agreement had not been terminated), and (ii) cure any nonmonetary defaults (other than Personal Defaults, which First Leasehold Mortgagee need not cure) under the Lease this Agreement (determined as if the Lease this Agreement had not been terminated) or, if such nonmonetary default is of a nature that it cannot with due diligence be cured upon such execution and delivery, then the First Leasehold Mortgagee shall (x) upon such execution and delivery, advise the City of its intention to take all steps necessary to remedy such nonmonetary default (other than Personal Defaults, which First Leasehold Mortgagee need not cure), and (y) promptly and duly commence the cure of such default and thereafter diligently prosecute to completion the remedy of such default, which completion must be achieved within a reasonable time under the circumstances (not to exceed 90 days)circumstances, subject to Force Majeure Events. In no event, however, shall the New Operator be required to cure a Personal Default of OVG ArenaCo as a condition to obtaining or retaining a New Agreement or otherwise. From the date the Lease this Agreement terminates until the date of execution and delivery of any such New Agreement (the “"New Agreement Delivery Date”"), the City may, at its option, perform the day‐to‐day operations, maintenance, and repair of the Arena and the Premises and all expenses incurred by the City shall be immediately due and payable by the New Operator as of the New Agreement Delivery DateArena Land; provided, however, the City shall not (1) operate the Arena or the Premises Arena Land in an unreasonable manner, (2) take any affirmative action to cancel any sublease or accept any cancellation, termination, or surrender of a sublease, except due to such subtenant’s default, or (3) lease any of the Arena or the Premises except to New Operator.,