Common use of New Agreement Clause in Contracts

New Agreement. (i) Notwithstanding the express provisions hereof prohibiting the termination of this Agreement including, without limitation, in connection with a default hereunder, in the event that this Agreement is terminated as a result of any default by any Party hereunder or otherwise (including, without limitation, a rejection of this Agreement by any Party's trustee in bankruptcy pursuant to 11 U.S.C.ss.365 or any equivalent provision of law, and any termination of this Agreement by any Party as a result of or in connection with the bankruptcy of any Party), the non-terminating Parties shall provide the Mortgagee of the terminating Party with written notice that this Agreement has been terminated, together with a statement of all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, then known to such non-terminating Parties. If the interests of the terminating Party in all or any portion of the property which is subject to this Agreement shall be transferred to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt or other security instrument (the "Mortgage") granted to such Mortgagee, or by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed in lieu of foreclosure or such other proceeding, the non-terminating parties shall enter into a new agreement (hereinafter referred to as the "New Agreement") with such Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale in the form of this Agreement (excluding any requirements which have been satisfied by the terminating Party prior to termination) upon receipt by the non-terminating party of a written request from such Mortgagee, its designee or the purchaser at a foreclosure sale on or before sixty (60) days after the date such person acquires title to such property. The Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale shall have the same rights and obligations under the New Agreement as the terminating Party had under this Agreement. The obligations of the non-terminating Parties to enter into a New Agreement shall be subject to the following conditions: (A) Such Mortgagee or its designee or the purchaser at a foreclosure sale shall pay or cause to be paid to the non-terminating Parties at the time of the execution and delivery of such New Agreement any and all sums that are at the time of execution and delivery thereof due pursuant to this Agreement and, in addition thereto, all reasonable expenses, including reasonable attorney's fees, which the non-terminating Parties shall have incurred by reason of such termination and the execution and delivery of the New Agreement and which have not otherwise been received by the non-terminating Parties from or on behalf of the terminating Party. In the event of a controversy as to the amount to be paid to the non-terminating Parties pursuant to this subparagraph (A), the payment obligation shall be satisfied in the event that the non-terminating Parties shall be paid the amount not in controversy, and such Mortgagee or its designee or the purchaser at a foreclosure sale shall agree to pay any additional sum ultimately determined to be due plus interest at the rate of eight percent (8%) per annum and such obligation shall be adequately secured; and (B) Such Mortgagee or its designees or the purchaser at a foreclosure sale shall agree to cure any defaults of the terminating Party under this Agreement of which the non-terminating Parties shall have notified such Mortgagee and which are reasonably susceptible of being so cured by such Mortgagee. its designee or the purchaser at a foreclosure sale.

New Agreement. (i) Notwithstanding In the express provisions hereof prohibiting the termination event of an election by Licensee under Title 11 U.S.C. Section 365 (as amended or replaced) to reject or terminate this Agreement including, without limitation, in connection with a default hereunder, in the event that this Agreement is terminated as a result of any default by any Party hereunder (each such rejection or otherwise (including, without limitation, a rejection of this Agreement by any Party's trustee termination in bankruptcy pursuant being referred to 11 U.S.C.ss.365 or any equivalent provision of law, and any termination of this Agreement by any Party as herein a result of or in connection with the bankruptcy of any Party“Rejection”), the non-terminating Parties Licensor shall provide the Mortgagee of the terminating each Secured Party with that has been identified by written notice that this Agreement has been terminated, together to Licensor by Licensee with a statement of all sums which would at that time be due under this Agreement but for such terminationRejection, and of all other defaults, if any, then known to such non-terminating PartiesLicensor. If the interests of the terminating Party in all or any portion of the property which is subject to this Agreement shall be transferred to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt or other security instrument (the "Mortgage") granted to such Mortgagee, or by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed in lieu of foreclosure or such other proceeding, the non-terminating parties shall enter into a new agreement (hereinafter referred to as the "New Agreement") with such Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale in the form of this Agreement (excluding any requirements which have been satisfied by the terminating Party prior to termination) upon receipt by the non-terminating party of a written request from such Mortgagee, its designee or the purchaser at a foreclosure sale on or before sixty (60) days after the date such person acquires title to such property. The Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale shall have the same rights and obligations under the New Agreement as the terminating Party had under this Agreement. The obligations of the non-terminating Parties Licensor agrees to enter into a New Agreement shall be subject (“NEW AGREEMENT”) with such Secured Party or an Approved Purchaser for the remainder of the term of this Agreement, effective as of the date of Rejection and upon the terms, covenants and conditions (including all options to extend the following conditionsTerm of this Agreement, but excluding requirements which have already been completely fulfilled) of this Agreement, provided: (a) Such Secured Party or Approved Purchaser shall make written request upon Licensor for such New Agreement within thirty (30) days after later of (A) the date this Agreement is Rejected, and (B) the date such Secured Party or Approved Purchaser acquires the Project and Licensee’s interest in this Agreement, if any, by foreclosure, assignment in lieu of foreclosure or other appropriate means; PROVIDED, HOWEVER, THAT in any event such written request must be given within 365 days after the earlier of (x) the Licensor’s Notice, and (y) the date upon which Licensee filed (either voluntarily or involuntarily) bankruptcy. (b) Such Mortgagee or its designee Secured Party or the purchaser at a foreclosure sale Approved Purchaser, as applicable, shall pay or cause to be paid to the non-terminating Parties Licensor at the time of the execution and delivery of such New Agreement (A) any and all sums that are which would at the time of execution and delivery thereof be due pursuant to this Agreement andbut for such Rejection, in addition thereto, (B) all reasonable expenses, including reasonable attorney's ’s fees, which the non-terminating Parties Licensor shall have incurred by reason of such termination Rejection and the execution and delivery of the New Agreement and which have not otherwise been received by the non-terminating Parties Licensor from Licensee or on behalf of the terminating Partyother party in interest under Licensee, and (C) a new territory fee in an amount equal to $500,000.00, Adjusted for Inflation. In the event of a controversy as to the amount to be paid to the non-terminating Parties Licensor pursuant to this subparagraph (Asubsection 24(I)(i)(b), the payment obligation shall be satisfied in the event that the non-terminating Parties if Licensor shall be paid the amount not in controversy, and such Mortgagee or its designee the Secured Party or the purchaser at a foreclosure sale Approved Purchaser, as the case may be, shall agree to pay any additional sum ultimately determined to be due due, plus interest at the a rate of eight percent (8%) per annum equal to the Interest Rate and such obligation shall be adequately secured; and. (Bc) Such Mortgagee or its designees Secured Party or the purchaser at a foreclosure sale Approved Purchaser, as the case may be, shall agree to cure remedy any of Licensee’s defaults of the terminating which said Secured Party under this Agreement was notified by Licensor’s Notice of which the non-terminating Parties shall have notified such Mortgagee Termination and which are reasonably susceptible of being so cured (it being agreed upon by the parties that all monetary defaults shall be deemed reasonably susceptible of being so cured) by Secured Party or the Approved Purchaser, as the case may be. (d) The New Agreement is executed by the Secured Party or the Approved Purchaser, as the case may be, within ten (10) days after provision by such Mortgagee. Person of the written request for the New Agreement. (e) Such Secured Party or Approved Purchaser possesses management ability and experience and a well-established reputation for quality management in the hotel/gaming industry as determined by Licensor in its designee reasonable discretion, or, not more than thirty (30) days after execution of the New Agreement, has entered into a contract for the management of the Project by a Person who possesses such ability, experience and reputation, in accordance with the standards set forth in Section 5(Q) hereof, which is reasonably acceptable to Licensor (ii) Subject to Section 24(D) hereof, at all times after an Event of Default and prior to entry of such New Agreement with the Secured Party or the purchaser Approved Purchaser, as the case may be, Licensor shall have the right to exercise any rights or remedies that it may have in connection with such default, including, but not limited to, any right it may have to cause the use of Licensed Rights and Hard Rock Marks at a foreclosure salethe Project to be discontinued.

New Agreement. (i) Notwithstanding In the express provisions hereof prohibiting the termination event of an election by Licensee under Title 11 U.S.C. Section 365 (as amended or replaced) to reject or terminate this Agreement including, without limitation, in connection with a default hereunder, in the event that this Agreement is terminated as a result of any default by any Party hereunder (each such rejection or otherwise (including, without limitation, a rejection of this Agreement by any Party's trustee termination in bankruptcy pursuant being referred to 11 U.S.C.ss.365 or any equivalent provision of law, and any termination of this Agreement by any Party as herein a result of or in connection with the bankruptcy of any Party"Rejection"), the non-terminating Parties Licensor shall provide the Mortgagee of the terminating each Secured Party with that has been identified by written notice that this Agreement has been terminated, together to Licensor by Licensee with a statement of all sums which would at that time be due under this Agreement but for such terminationRejection, and of all other defaults, if any, then known to such non-terminating PartiesLicensor. If the interests of the terminating Party in all or any portion of the property which is subject to this Agreement shall be transferred to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt or other security instrument (the "Mortgage") granted to such Mortgagee, or by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed in lieu of foreclosure or such other proceeding, the non-terminating parties shall enter into a new agreement (hereinafter referred to as the "New Agreement") with such Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale in the form of this Agreement (excluding any requirements which have been satisfied by the terminating Party prior to termination) upon receipt by the non-terminating party of a written request from such Mortgagee, its designee or the purchaser at a foreclosure sale on or before sixty (60) days after the date such person acquires title to such property. The Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale shall have the same rights and obligations under the New Agreement as the terminating Party had under this Agreement. The obligations of the non-terminating Parties Licensor agrees to enter into a New Agreement shall be subject ("NEW AGREEMENT") with such Secured Party or an Approved Purchaser for the remainder of the term of this Agreement, effective as of the date of Rejection and upon the terms, covenants and conditions (including all options to extend the following conditionsTerm of this Agreement, but excluding requirements which have already been completely fulfilled) of this Agreement, provided: (a) Such Secured Party or Approved Purchaser shall make written request upon Licensor for such New Agreement within thirty (30) days after later of (A) the date this Agreement is Rejected, and (B) the date such Secured Party or Approved Purchaser acquires the Project and Licensee's interest in this Agreement, if any, by foreclosure, assignment in lieu of foreclosure or other appropriate means; PROVIDED, HOWEVER, THAT in any event such written request must be given within 365 days after the earlier of (x) the Licensor's Notice, and (y) the date upon which Licensee filed (either voluntarily or involuntarily) bankruptcy. (b) Such Mortgagee or its designee Secured Party or the purchaser at a foreclosure sale Approved Purchaser, as applicable, shall pay or cause to be paid to the non-terminating Parties Licensor at the time of the execution and delivery of such New Agreement (A) any and all sums that are which would at the time of execution and delivery thereof be due pursuant to this Agreement andbut for such Rejection, in addition thereto, (B) all reasonable expenses, including reasonable attorney's fees, which the non-terminating Parties Licensor shall have incurred by reason of such termination Rejection and the execution and delivery of the New Agreement and which have not otherwise been received by the non-terminating Parties Licensor from Licensee or on behalf of the terminating Partyother party in interest under Licensee, and (C) a new territory fee in an amount equal to $500,000.00, Adjusted for Inflation. In the event of a controversy as to the amount to be paid to the non-terminating Parties Licensor pursuant to this subparagraph (Asubsection 24(I)(i)(b), the payment obligation shall be satisfied in the event that the non-terminating Parties if Licensor shall be paid the amount not in controversy, and such Mortgagee or its designee the Secured Party or the purchaser at a foreclosure sale Approved Purchaser, as the case may be, shall agree to pay any additional sum ultimately determined to be due due, plus interest at the a rate of eight percent (8%) per annum equal to the Interest Rate and such obligation shall be adequately secured; and. (Bc) Such Mortgagee or its designees Secured Party or the purchaser at a foreclosure sale Approved Purchaser, as the case may be, shall agree to cure remedy any of Licensee's defaults of the terminating which said Secured Party under this Agreement was notified by Licensor's Notice of which the non-terminating Parties shall have notified such Mortgagee Termination and which are reasonably susceptible of being so cured (it being agreed upon by the parties that all monetary defaults shall be deemed reasonably susceptible of being so cured) by Secured Party or the Approved Purchaser, as the case may be. (d) The New Agreement is executed by the Secured Party or the Approved Purchaser, as the case may be, within ten (10) days after provision by such Mortgagee. Person of the written request for the New Agreement. (e) Such Secured Party or Approved Purchaser possesses management ability and experience and a well-established reputation for quality management in the hotel/gaming industry as determined by Licensor in its designee reasonable discretion, or, not more than thirty (30) days after execution of the New Agreement, has entered into a contract for the management of the Project by a Person who possesses such ability, experience and reputation, in accordance with the standards set forth in Section 5(Q) hereof, which is reasonably acceptable to Licensor (ii) Subject to Section 24(D) hereof, at all times after an Event of Default and prior to entry of such New Agreement with the Secured Party or the purchaser Approved Purchaser, as the case may be, Licensor shall have the right to exercise any rights or remedies that it may have in connection with such default, including, but not limited to, any right it may have to cause the use of Licensed Rights and Hard Rock Marks at a foreclosure salethe Project to be discontinued.

New Agreement. (a) If this Agreement terminates because of MGE or NIW II's default, if the rights granted in this Agreement are foreclosed, or if this Agreement is rejected or disaffirmed pursuant to bankruptcy law or other law affecting creditor's rights and, within ninety (90) days after such event, MGE, NIW II or any Mortgagee or Assignee shall have arranged to the reasonable satisfaction of the non-defaulting party for the payment of all fees or other charges due and payable by MGE or NIW II as of the date of such event, then such non-defaulting party shall execute and deliver to MGE, NIW II or such Mortgagee or Assignee or to a designee of one of these parties, as the case may be, a new agreement affecting the Substation Property which (i) Notwithstanding shall be for a term equal to the express remainder of the Term before giving effect to such rejection or termination; (ii) shall contain the same covenants, agreements, terms, provisions hereof prohibiting the and limitations as this Agreement (except for any requirements that have been fulfilled by MGE, NIW II or any Mortgagee or Assignee prior to rejection or termination of this Agreement includingAgreement); and, without limitation(iii) shall include that portion of the Wind Farm Assets in which MGE, in connection with a default hereunderNIW II or such other Mortgagee or Assignee had an interest on the date of rejection or termination. (b) After the termination, in the event that this Agreement is terminated as a result of any default by any Party hereunder rejection or otherwise (including, without limitation, a rejection disaffirmation of this Agreement by and during the period thereafter during which any Party's trustee in bankruptcy pursuant to 11 U.S.C.ss.365 or any equivalent provision of law, and any termination of this Agreement by any Party as a result of or in connection with the bankruptcy of any Party), the non-terminating Parties shall provide the Mortgagee of the terminating Party with written notice that this Agreement has been terminated, together with a statement of all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, then known to such non-terminating Parties. If the interests of the terminating Party in all or any portion of the property which is subject to this Agreement shall be transferred entitled to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt or other security instrument (the "Mortgage") granted to such Mortgagee, or by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed in lieu of foreclosure or such other proceeding, the non-terminating parties shall enter into a new agreement affecting the Substation Property, the non-defaulting party will not terminate the rights of any Assignee unless in default under its Assignment. (hereinafter referred c) If more than one Mortgagee makes a written request for a new agreement pursuant to as this provision, the "New Agreement"new agreement shall be delivered to the Mortgagee requesting such new agreement whose Mortgage is prior in lien, and the written request of any other Mortgagee whose lien is subordinate shall be void and of no further force or effect. (d) with such Mortgagee The provisions of this Section 12 shall survive the terminating party termination, rejection or its designee or the purchaser at a foreclosure sale in the form disaffirmation of this Agreement (excluding any requirements which have been satisfied and shall continue in full force and effect thereafter to the same extent as if this Section 13 were a separate and independent contract made by the terminating Party prior to termination) upon receipt by the non-terminating party of a written request from such MGE, NIW II and each Mortgagee, its designee and, from the effective date of such termination, rejection or the purchaser at a foreclosure sale on or before sixty (60) days after disaffirmation of this Agreement to the date such person acquires title to such property. The Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale shall have the same rights and obligations under the New Agreement as the terminating Party had under this Agreement. The obligations of the non-terminating Parties to enter into a New Agreement shall be subject to the following conditions: (A) Such Mortgagee or its designee or the purchaser at a foreclosure sale shall pay or cause to be paid to the non-terminating Parties at the time of the execution and delivery of such New Agreement any new agreement, such Mortgagee may use and all sums that are at enjoy the time of execution and delivery thereof due pursuant to this Agreement and, in addition thereto, all reasonable expenses, including reasonable attorney's fees, which Substation Property without hindrance by the non-terminating Parties defaulting party or any person claiming by, through or under either of them; provided that all of the conditions for the new agreement as set forth above are complied with. (e) The party requesting or receiving the new agreement shall have incurred by reason pay the non-defaulting party's reasonable legal fees and other out of such termination and the pocket expenses related to preparation, review, execution and delivery of the New Agreement and which have not otherwise been received by the non-terminating Parties from or on behalf of the terminating Party. In the event of a controversy as to the amount to be paid to the non-terminating Parties pursuant to this subparagraph (A), the payment obligation shall be satisfied in the event that the non-terminating Parties shall be paid the amount not in controversy, and such Mortgagee or its designee or the purchaser at a foreclosure sale shall agree to pay any additional sum ultimately determined to be due plus interest at the rate of eight percent (8%) per annum and such obligation shall be adequately secured; and (B) Such Mortgagee or its designees or the purchaser at a foreclosure sale shall agree to cure any defaults of the terminating Party under this Agreement of which the non-terminating Parties shall have notified such Mortgagee and which are reasonably susceptible of being so cured by such Mortgagee. its designee or the purchaser at a foreclosure salenew agreement.

New Agreement. (i) Notwithstanding In the express provisions hereof prohibiting the termination event of an election by Licensee under Title 11 U.S.C. § 365 (as amended or replaced) to reject or terminate this Agreement including, without limitation, in connection with a default hereunder, in the event that this Agreement is terminated as a result of any default by any Party hereunder (each such rejection or otherwise (including, without limitation, a rejection of this Agreement by any Party's trustee termination in bankruptcy pursuant being referred to 11 U.S.C.ss.365 or any equivalent provision of law, and any termination of this Agreement by any Party as herein a result of or in connection with the bankruptcy of any Party"Rejection"), the non-terminating Parties Licensor shall provide the Mortgagee of the terminating each Secured Party with that has been identified by written notice that this Agreement has been terminated, together to Licensor by Licensee with a statement of all sums which would at that time lime be due under this Agreement but for such terminationRejection, and of all other defaults, defaults if any, then known to such non-terminating PartiesLicensor. If the interests of the terminating Party in all or any portion of the property which is subject Licensor agrees to this enter Into a New Agreement shall be transferred to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt or other security instrument (the "Mortgage") granted to such Mortgagee, or by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed in lieu of foreclosure or such other proceeding, the non-terminating parties shall enter into a new agreement (hereinafter referred to as the "New Agreement") with such Mortgagee Secured Party or an Approved Purchaser for the remainder of the terminating party or its designee or the purchaser at a foreclosure sale in the form term of this Agreement Agreement, effective as of the date of Rejection and upon the terms, covenants and conditions (including all options to extend the Term of this Agreement. but excluding any requirements which have already been satisfied by the terminating completely fulfilled) of this Agreement: provided: (a) Such Secured Party prior to termination) upon receipt by the non-terminating party of a or Approved Purchaser shall make written request from upon Licensor such Mortgagee, its designee or the purchaser at a foreclosure sale on or before sixty New Agreement within thirty (6030) days after later of (A) the date this Agreement is Rejected, and (B) the date such person Secured Party or Approved Purchaser acquires title to the Project and Licensee's interest in this Agreement, if any, by foreclosure, assignment in lieu of foreclosure or other appropriate means; provided, however, that in any event such property. The Mortgagee written request must be given within eighteen (18) months after the earlier of (x) the terminating party Licensor's Notice, and (y) the date upon which Licensee filed (either voluntarily or its designee involuntarily) bankruptcy. (b) Such Secured Party or the purchaser at a foreclosure sale shall have the same rights and obligations under the New Agreement Approved Purchaser, as the terminating Party had under this Agreement. The obligations of the non-terminating Parties to enter into a New Agreement shall be subject to the following conditions: (A) Such Mortgagee or its designee or the purchaser at a foreclosure sale applicable, shall pay or cause to be paid to the non-terminating Parties Licensor at the time of the execution and delivery of such New Agreement (A) any and all sums that are which would at the time of execution and delivery thereof be due pursuant to this Agreement andbut for such Rejection, in addition thereto, (B) all reasonable expenses, including reasonable attorney's fees, which the non-terminating Parties Licensor shall have incurred by reason of such termination Rejection and the execution and delivery of the New Agreement and which have not otherwise been received by the non-terminating Parties Licensor from Licensee or on behalf of the terminating Partyother party in interest under Licensee, and (C) a new territory fee in an amount equal to $500,000.00, Adjusted for Inflation. In the event of a controversy as to the amount to be paid to the non-terminating Parties Licensor pursuant to this subparagraph (Asubsection 24(I)(i)(b), the payment obligation shall be satisfied in the event that the non-terminating Parties if Licensor shall be paid the amount not in controversy, and such Mortgagee or its designee the Secured Party or the purchaser at a foreclosure sale Approved Purchaser, as the case may be, shall agree to pay any additional sum ultimately determined to be due due, plus interest at the a rate of eight percent (8%) per annum equal to the Interest Rate and such obligation shall be adequately secured; and. (Bc) Such Mortgagee or its designees Secured Party or the purchaser at a foreclosure sale Approved Purchaser, as the case may be, shall agree to cure remedy any of Licensee's defaults of the terminating which said Secured Party under this Agreement was notified by Licensor's Notice of which the non-terminating Parties shall have notified such Mortgagee Termination and which are reasonably susceptible of being so cured (it being agreed upon by the parties that all monetary defaults shall be deemed reasonably susceptible of being so cured) by Secured Party or the Approved Purchaser, as the case may be. (d) The New Agreement is executed by the Secured Party or the Approved Purchaser, as the case may be, within ten (10) days after provision by such Mortgagee. Person of the written request for the New Agreement. (e) Such Secured Party or Approved Purchaser possesses management ability and experience and a well-established reputation tar quality management in the hotel/gaming industry as determined by Licensor in its designee reasonable discretion, or, not more than thirty (30) days after execution of the New Agreement, has entered into a contract the management of the Project by a Person who possesses such ability, experience and reputation, in accordance with the standards set forth in Section 5(Q) hereof which is reasonably acceptable to Licensor. (ii) Subject to Section 24(D) hereof, at all times after an Event of Default and prior to entry of such New Agreement with the Secured Party or the purchaser Approved Purchaser, as the case may be, Licensor shall have the right to exercise any rights or remedies that it may have in connection with such default, including, but not limited to, any right it may have to cause the use of Licensed Rights and Hard Rock Marks at a foreclosure salethe Project to be discontinued.

New Agreement. (a) If this Agreement terminates because of Northern or NIW II's default, if the rights granted in this Agreement are foreclosed, or if this Agreement is rejected or disaffirmed pursuant to bankruptcy law or other law affecting creditor's rights and, within ninety (90) days after such event, Northern, NIW II or any Mortgagee or Assignee shall have arranged to the reasonable satisfaction of the non-defaulting party for the payment of all fees or other charges due and payable by Northern or NIW II as of the date of such event, then such non-defaulting party shall execute and deliver to Northern, NIW II or such Mortgagee or Assignee or to a designee of one of these parties, as the case may be, a new agreement affecting the Substation Property which (i) Notwithstanding shall be for a term equal to the express remainder of the Term before giving effect to such rejection or termination; (ii) shall contain the same covenants, agreements, terms, provisions hereof prohibiting the and limitations as this Agreement (except for any requirements that have been fulfilled by Northern, NIW II or any Mortgagee or Assignee prior to rejection or termination of this Agreement includingAgreement); and, without limitation(iii) shall include that portion of the Wind Farm Assets in which Northern, in connection with a default hereunderNIW II or such other Mortgagee or Assignee had an interest on the date of rejection or termination. (b) After the termination, in the event that this Agreement is terminated as a result of any default by any Party hereunder rejection or otherwise (including, without limitation, a rejection disaffirmation of this Agreement by and during the period thereafter during which any Party's trustee in bankruptcy pursuant to 11 U.S.C.ss.365 or any equivalent provision of law, and any termination of this Agreement by any Party as a result of or in connection with the bankruptcy of any Party), the non-terminating Parties shall provide the Mortgagee of the terminating Party with written notice that this Agreement has been terminated, together with a statement of all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, then known to such non-terminating Parties. If the interests of the terminating Party in all or any portion of the property which is subject to this Agreement shall be transferred entitled to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt or other security instrument (the "Mortgage") granted to such Mortgagee, or by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed in lieu of foreclosure or such other proceeding, the non-terminating parties shall enter into a new agreement affecting the Substation Property, the non-defaulting party will not terminate the rights of any Assignee unless in default under its Assignment. (hereinafter referred c) If more than one Mortgagee makes a written request for a new agreement pursuant to as this provision, the "New Agreement"new agreement shall be delivered to the Mortgagee requesting such new agreement whose Mortgage is prior in lien, and the written request of any other Mortgagee whose lien is subordinate shall be void and of no further force or effect. (d) with such Mortgagee The provisions of this Section 12 shall survive the terminating party termination, rejection or its designee or the purchaser at a foreclosure sale in the form disaffirmation of this Agreement (excluding any requirements which have been satisfied and shall continue in full force and effect thereafter to the same extent as if this Section 12 were a separate and independent contract made by the terminating Party prior to termination) upon receipt by the non-terminating party of a written request from such Northern, NIW Il and each Mortgagee, its designee and, from the effective date of such termination, rejection or the purchaser at a foreclosure sale on or before sixty (60) days after disaffirmation of this Agreement to the date such person acquires title to such property. The Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale shall have the same rights and obligations under the New Agreement as the terminating Party had under this Agreement. The obligations of the non-terminating Parties to enter into a New Agreement shall be subject to the following conditions: (A) Such Mortgagee or its designee or the purchaser at a foreclosure sale shall pay or cause to be paid to the non-terminating Parties at the time of the execution and delivery of such New Agreement any new agreement, such Mortgagee may use and all sums that are at enjoy the time of execution and delivery thereof due pursuant to this Agreement and, in addition thereto, all reasonable expenses, including reasonable attorney's fees, which Substation Property without hindrance by the non-terminating Parties defaulting party or any person claiming by, through or under either of them; provided that all of the conditions for the new agreement as set forth above are complied with. (e) The party requesting or receiving the new agreement shall have incurred by reason pay the non-defaulting party's reasonable legal fees and other out of such termination and the pocket expenses related to preparation, review, execution and delivery of the New Agreement and which have not otherwise been received by the non-terminating Parties from or on behalf of the terminating Party. In the event of a controversy as to the amount to be paid to the non-terminating Parties pursuant to this subparagraph (A), the payment obligation shall be satisfied in the event that the non-terminating Parties shall be paid the amount not in controversy, and such Mortgagee or its designee or the purchaser at a foreclosure sale shall agree to pay any additional sum ultimately determined to be due plus interest at the rate of eight percent (8%) per annum and such obligation shall be adequately secured; and (B) Such Mortgagee or its designees or the purchaser at a foreclosure sale shall agree to cure any defaults of the terminating Party under this Agreement of which the non-terminating Parties shall have notified such Mortgagee and which are reasonably susceptible of being so cured by such Mortgagee. its designee or the purchaser at a foreclosure salenew agreement.

New Agreement. (i) Notwithstanding the express provisions hereof prohibiting the termination of this Agreement including, without limitation, in connection with a default hereunder, in the event that this Agreement is terminated as a result of any default by any Party hereunder or otherwise (including, without limitation, a rejection of this Agreement by any Party's trustee in bankruptcy pursuant to 11 U.S.C.ss.365 or any equivalent provision of law, and any termination of this Agreement by any Party as a result of or in connection with the bankruptcy of any Party), the non-terminating Parties shall provide the Mortgagee of the terminating Party with written notice that this Agreement has been terminated, together with a statement of all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, then known to such non-terminating Parties. If the interests of the terminating Party in all Access Easement is foreclosed upon or any portion of the property which there is subject to this Agreement shall be transferred to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt or other security instrument (the "Mortgage") granted to such Mortgagee, or by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed an assignment in lieu of foreclosure foreclosure, or such if the Agreement is rejected or disaffirmed pursuant to bankruptcy law or other proceedinglaw affecting creditors’ rights and, the non-terminating parties shall enter into a new agreement within ninety (hereinafter referred to as the "New Agreement") with such Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale in the form of this Agreement (excluding any requirements which have been satisfied by the terminating Party prior to termination) upon receipt by the non-terminating party of a written request from such Mortgagee, its designee or the purchaser at a foreclosure sale on or before sixty (6090) days after the date such person acquires title to such property. The event, Grantee or any Mortgagee of the terminating party or its designee or the other purchaser at a foreclosure sale shall have arranged to the reasonable satisfaction of Grantor for the payment of all Annual Easement Fees or other charges due and payable by Grantee as of the date of such event, then Grantor shall execute and deliver to Grantee or such Mortgagee or other purchaser at a foreclosure sale, or to a designee of one of these parties, as the case may be, a new agreement ("New Agreement") which (i) shall be for a term equal to the remainder of the Term of the Agreement before giving effect to such rejection or termination; (ii) shall contain the same rights covenants, agreements, terms, provisions and obligations under the New Agreement limitations as the terminating Party had under this Agreement. The obligations of the non-terminating Parties to enter into a New Agreement shall be subject to the following conditions: (A) Such except for any requirements that have been fulfilled by Grantee or any Mortgagee or its designee or the other purchaser at a foreclosure sale prior to rejection or termination of the Agreement); and (iii) shall pay include that portion of the Access Easement in which Grantee or cause such other Mortgagee or other purchaser at a foreclosure sale had an interest on the date of rejection or termination. If more than one Mortgagee makes a written request for a New Agreement pursuant to this provision, the New Agreement shall be paid delivered to the non-terminating Parties at Mortgagee requesting such New Agreement whose Mortgage has lien priority, and the time written request of any other Mortgagee whose lien is subordinate shall be void and of no further force or effect. The provisions of this Section 8 shall survive the termination, rejection or disaffirmation of the Agreement and shall continue in full force and effect thereafter to the same extent as if this Section 8 were a separate and independent contract made by Grantor, Grantee and each Mortgagee, and, from the effective date of such termination, rejection or disaffirmation of the Agreement to the date of execution and delivery of such New Agreement any and all sums that are at the time of execution and delivery thereof due pursuant to this Agreement andAgreement, in addition thereto, all reasonable expenses, including reasonable attorney's fees, which the non-terminating Parties shall have incurred by reason of such termination and the execution and delivery of the New Agreement and which have not otherwise been received by the non-terminating Parties from or on behalf of the terminating Party. In the event of a controversy as to the amount to be paid to the non-terminating Parties pursuant to this subparagraph (A), the payment obligation shall be satisfied in the event that the non-terminating Parties shall be paid the amount not in controversy, and such Mortgagee or its designee or the other purchaser at a foreclosure sale shall agree may use and enjoy the Access Easement, to pay the extent of its interest, without hindrance by Grantor or any additional sum ultimately determined to be due plus interest at the rate of eight percent (8%) per annum and such obligation shall be adequately securedperson claiming by, through or under Grantor; and (B) Such Mortgagee or its designees or the purchaser at a foreclosure sale shall agree to cure any defaults provided that all of the terminating Party under this conditions for the New Agreement of which the non-terminating Parties shall have notified such Mortgagee and which as set forth above are reasonably susceptible of being so cured by such Mortgagee. its designee or the purchaser at a foreclosure salecomplied with.

New Agreement. (i) Notwithstanding In the express provisions hereof prohibiting the event of a termination of this Agreement includingAgreement, without limitationprior to the Expiration Date, in connection with a default hereunderwhether by summary proceedings to dispossess, in service of notice to terminate, or otherwise, due to an Event of Default, or following the event that this Agreement is terminated as a result of any default by any Party hereunder or otherwise (including, without limitation, a rejection of this Agreement the Agency Lease by any Party's trustee in bankruptcy Lessee pursuant to Section 365 of Title 11 U.S.C.ss.365 or any equivalent provision of law, the Federal Bankruptcy Code (as amended and any termination of this Agreement by any Party as a result of or in connection with the bankruptcy of any Partyrecodified from time to time), the non-terminating Parties Agency shall provide the Mortgagee of the terminating Party with serve upon each Mortgagee, written notice that this Agreement has been terminatedof such termination promptly following the same, together with a statement of any and all sums which would at that time be due under this Agreement but for such termination, and of all other defaultsDefaults, if any, under this Agreement then known to such non-terminating Partiesthe Agency. If Subject to clause (ii) of this Section 9.9(h), the interests Mortgagees shall thereupon have the option to obtain a new Agreement in accordance with and upon the following terms and conditions: (1) Upon the written request of the terminating Party in all or any portion of the property which is subject to this Agreement shall be transferred to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt or other security instrument (the "Mortgage") granted to such Mortgagee, or served upon the Agency forty-five (45) days after service upon the Mortgagee of notice of termination by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed in lieu of foreclosure or such other proceedingthe Agency, the non-terminating parties Agency shall enter into a new agreement (hereinafter referred to as the "New Agreement") Agreement with such Mortgagee or its designee. (2) The new Agreement shall be effective as of the terminating party or its designee or the purchaser at a foreclosure sale in the form date of termination of this Agreement (excluding any requirements which have been satisfied by and shall be for the terminating Party prior to termination) upon receipt by the non-terminating party of a written request from such Mortgagee, its designee or the purchaser at a foreclosure sale on or before sixty (60) days after the date such person acquires title to such property. The Mortgagee remainder of the terminating party or its designee or term and upon all the purchaser at a foreclosure sale shall have agreements, terms, covenants and conditions hereof. Upon the same rights and obligations under execution of such new Agreement, the New Agreement as the terminating Party had under this Agreement. The obligations of the non-terminating Parties to enter into a New Agreement shall be subject to the following conditions: (A) Such Mortgagee or its designee or the purchaser at a foreclosure sale new Lessee shall pay or cause to be paid to the non-terminating Parties any and all sums which would at the time of the execution and delivery of such New Agreement any and all sums that are at the time of execution and delivery thereof be due pursuant to under this Agreement andbut for its termination, in addition thereto, all and shall otherwise with reasonable expenses, including reasonable attorney's fees, which the diligence commence to remedy any non-terminating Parties Monetary Defaults under this Agreement. (3) As between the Agency and the new Lessee, any new Agreement, and the leasehold estate created thereby, subject to the same conditions contained in this Agreement, shall have incurred by reason of such termination and continue to maintain the same priority as this Agreement with regard to any Mortgage or PILOT Mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence. (4) Upon the execution and delivery of a new Agreement, all Tenant Leases which theretofore may have been assigned to or recognized by the New Agency shall be assigned and transferred, without recourse, by the Agency to the new Lessee. Between the date of termination of this Agreement and which have not otherwise been received by the non-terminating Parties from or on behalf date of execution and delivery of the terminating Party. In new Agreement, if a Mortgagee shall have requested such new Agreement as provided herein, the event Agency shall not enter into any new Tenant Leases, cancel or modify in any material respect any then-existing Tenant Leases or accept any cancellation, termination or surrender thereof (unless such termination shall be effected as a matter of law on the termination of this Agreement) without the written consent of the Mortgagee, not to be unreasonably withheld or delayed, except as permitted in the Tenant Leases. (ii) If there is more than one Mortgagee, the Agency shall enter into a controversy new Agreement with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the amount to be paid to the non-terminating Parties pursuant to rights afforded by this subparagraph (ASection 9.9(h), the payment obligation shall be satisfied in the event that the non-terminating Parties shall be paid the amount not in controversy, and such Mortgagee or its designee or the purchaser at a foreclosure sale shall agree to pay any additional sum ultimately determined to be due plus interest at the rate of eight percent (8%) per annum and such obligation shall be adequately secured; and (B) Such Mortgagee or its designees or the purchaser at a foreclosure sale shall agree to cure any defaults of the terminating Party under this Agreement of which the non-terminating Parties shall have notified such Mortgagee and which are reasonably susceptible of being so cured by such Mortgagee. its designee or the purchaser at a foreclosure sale.

New Agreement. (i) Notwithstanding In the express provisions hereof prohibiting the event of a termination of this Agreement includingAgreement, without limitationprior to the Expiration Date, in connection with a default hereunderwhether by summary proceedings to dispossess, in service of notice to terminate, or otherwise, due to an Event of Default, or following the event that this Agreement is terminated as a result of any default by any Party hereunder or otherwise (including, without limitation, a rejection of this Agreement by any Party's trustee in bankruptcy the Lessee pursuant to Section 365 of Title 11 U.S.C.ss.365 or any equivalent provision of law, the Federal Bankruptcy Code (as amended and any termination of this Agreement by any Party as a result of or in connection with the bankruptcy of any Partyrecodified from time to time), the non-terminating Parties Agency shall provide the Mortgagee of the terminating Party with serve upon each Mortgagee, written notice that this Agreement has been terminatedof such termination promptly following the same, together with a statement of any and all sums which would at that time be due under this Agreement but for such termination, and of all other defaultsDefaults, if any, under this Agreement then known to such non-terminating Partiesthe Agency. If Subject to clause (ii) of this Section 9.9(h), the interests Mortgagees shall thereupon have the option to obtain a new Agreement in accordance with and upon the following terms and conditions: (1) Upon the written request of the terminating Party in all or any portion of the property which is subject to this Agreement shall be transferred to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt or other security instrument (the "Mortgage") granted to such Mortgagee, or served upon the Agency forty-five (45) days after service upon the Mortgagee of notice of termination by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed in lieu of foreclosure or such other proceedingthe Agency, the non-terminating parties Agency shall enter into a new agreement (hereinafter referred to as the "New Agreement") Agreement with such Mortgagee or its designee. (2) The new Agreement shall be effective as of the terminating party or its designee or the purchaser at a foreclosure sale in the form date of termination of this Agreement (excluding any requirements which have been satisfied by and shall be for the terminating Party prior to termination) upon receipt by the non-terminating party of a written request from such Mortgagee, its designee or the purchaser at a foreclosure sale on or before sixty (60) days after the date such person acquires title to such property. The Mortgagee remainder of the terminating party or its designee or term and upon all the purchaser at a foreclosure sale shall have agreements, terms, covenants and conditions hereof. Upon the same rights and obligations under execution of such new Agreement, the New Agreement as the terminating Party had under this Agreement. The obligations of the non-terminating Parties to enter into a New Agreement shall be subject to the following conditions: (A) Such Mortgagee or its designee or the purchaser at a foreclosure sale new Lessee shall pay or cause to be paid to the non-terminating Parties any and all sums which would at the time of the execution and delivery of such New Agreement any and all sums that are at the time of execution and delivery thereof be due pursuant to under this Agreement andbut for its termination, in addition thereto, all and shall otherwise with reasonable expenses, including reasonable attorney's fees, which the diligence commence to remedy any non-terminating Parties Monetary Defaults under this Agreement. (3) As between the Agency and the new Lessee, any new Agreement, and the leasehold estate created thereby, subject to the same conditions contained in this Agreement, shall have incurred by reason of such termination and continue to maintain the same priority as this Agreement with regard to any Mortgage or PILOT Mortgage or any other lien, charge or encumbrance whether or not the same shall then be in existence. (4) Upon the execution and delivery of a new Agreement, all Tenant Leases which theretofore may have been assigned to or recognized by the New Agency shall be assigned and transferred, without recourse, by the Agency to the new Lessee. Between the date of termination of this Agreement and which have not otherwise been received by the non-terminating Parties from or on behalf date of execution and delivery of the terminating Party. In new Agreement, if a Mortgagee shall have requested such new Agreement as provided herein, the event Agency shall not enter into any new Tenant Leases, cancel or modify in any material respect any then-existing Tenant Leases or accept any cancellation, termination or surrender thereof (unless such termination shall be effected as a matter of law on the termination of this Agreement) without the written consent of the Mortgagee, not to be unreasonably withheld or delayed, except as permitted in the Tenant Leases. (ii) If there is more than one Mortgagee, the Agency shall enter into a controversy new Agreement with the Mortgagee whose Mortgage is senior in lien (or which has obtained the consent of any Mortgagees that are senior to such Mortgagee) as the Mortgagee entitled to the amount to be paid to the non-terminating Parties pursuant to rights afforded by this subparagraph (ASection 9.9(h), the payment obligation shall be satisfied in the event that the non-terminating Parties shall be paid the amount not in controversy, and such Mortgagee or its designee or the purchaser at a foreclosure sale shall agree to pay any additional sum ultimately determined to be due plus interest at the rate of eight percent (8%) per annum and such obligation shall be adequately secured; and (B) Such Mortgagee or its designees or the purchaser at a foreclosure sale shall agree to cure any defaults of the terminating Party under this Agreement of which the non-terminating Parties shall have notified such Mortgagee and which are reasonably susceptible of being so cured by such Mortgagee. its designee or the purchaser at a foreclosure sale.

New Agreement. (i) Notwithstanding 13.7.1 If the express provisions hereof prohibiting the termination Operator Property is foreclosed upon or there is an assignment in lieu of this Agreement includingforeclosure, without limitation, in connection with a default hereunder, in the event that or if this Agreement is terminated as a result of any default by any Party hereunder rejected or otherwise (including, without limitation, a rejection of this Agreement by any Party's trustee in bankruptcy disaffirmed pursuant to 11 U.S.C.ss.365 or any equivalent provision of law, and any termination of this Agreement by any Party as a result of or in connection with the bankruptcy of any Party), the non-terminating Parties shall provide the Mortgagee of the terminating Party with written notice that this Agreement has been terminated, together with a statement of all sums which would at that time be due under this Agreement but for such termination, and of all other defaults, if any, then known to such non-terminating Parties. If the interests of the terminating Party in all or any portion of the property which is subject to this Agreement shall be transferred to Mortgagee or its designee or the purchaser at a foreclosure sale by reason of the exercise of the power of sale contained in any mortgage, deed of trust, deed to secure debt law or other security instrument law affecting creditor’s rights and, within ninety (the "Mortgage") granted to such Mortgagee, or by any foreclosure or other proceeding for enforcement of such Mortgage, or by deed in lieu of foreclosure or such other proceeding, the non-terminating parties shall enter into a new agreement (hereinafter referred to as the "New Agreement") with such Mortgagee of the terminating party or its designee or the purchaser at a foreclosure sale in the form of this Agreement (excluding any requirements which have been satisfied by the terminating Party prior to termination) upon receipt by the non-terminating party of a written request from such Mortgagee, its designee or the purchaser at a foreclosure sale on or before sixty (6090) days after the date such person acquires title to such property. The event, Operator or any Operator Mortgagee of the terminating party or its designee or the other purchaser at a foreclosure sale shall have arranged to the same rights and obligations under the New Agreement as the terminating Party had reasonable satisfaction of Owner to cure any material defaults under this Agreement. The obligations , then Owner shall execute and deliver to Operator or such Operator Mortgagee or other purchaser at a foreclosure sale, or to a designee of one of these parties, as the case may be, a new agreement ("New Agreement") which (i) shall be for a term equal to the remainder of the non-terminating Parties Term of this Agreement before giving effect to enter into a New such rejection or termination; (ii) shall contain the same covenants, agreements, terms, provisions and limitations as this Agreement shall be subject to the following conditions: (A) Such except for any requirements that have been fulfilled by Operator or any Operator Mortgagee or its designee or the other purchaser at a foreclosure sale prior to rejection or termination of this Agreement); and (iii) shall pay include that portion of the Operator Property in which Operator or cause such other Operator Mortgagee or other purchaser at a foreclosure sale had an interest on the date of rejection or termination. 13.7.2 If more than one Operator Mortgagee makes a written request for a New Agreement pursuant to this provision, the New Agreement shall be paid delivered to the non-terminating Parties at Operator Mortgagee requesting such New Agreement whose Operator Mortgage is prior in time, and the time written request of any other Operator Mortgagee whose lien is subordinate shall be void and of no further force or effect. The provisions of this Section 13 shall survive the termination, rejection or disaffirmation of this Agreement and shall continue in full force and effect thereafter to the same extent as if this Section 13 were a separate and independent contract made by Owner, Operator and each Operator Mortgagee, and, from the effective date of such termination, rejection or disaffirmation of this Agreement to the date of execution and delivery of such New Agreement any and all sums that are at the time of execution and delivery thereof due pursuant to this Agreement andAgreement, in addition thereto, all reasonable expenses, including reasonable attorney's fees, which the non-terminating Parties shall have incurred by reason of such termination and the execution and delivery of the New Agreement and which have not otherwise been received by the non-terminating Parties from or on behalf of the terminating Party. In the event of a controversy as to the amount to be paid to the non-terminating Parties pursuant to this subparagraph (A), the payment obligation shall be satisfied in the event that the non-terminating Parties shall be paid the amount not in controversy, and such Operator Mortgagee or its designee or the other purchaser at a foreclosure sale shall agree to pay may use and enjoy the Operator Property without hindrance by Owner or any additional sum ultimately determined to be due plus interest at the rate of eight percent (8%) per annum and such obligation shall be adequately securedperson claiming by, through or under Owner; and (B) Such Mortgagee or its designees or the purchaser at a foreclosure sale shall agree to cure any defaults provided that all of the terminating Party under this conditions for the New Agreement of which the non-terminating Parties shall have notified such Mortgagee and which as set forth above are reasonably susceptible of being so cured by such Mortgagee. its designee or the purchaser at a foreclosure salecomplied with.