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SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 5.2 Grant of Use Rights.. In addition to the rights granted by the City to the Arena Manager in the other provisions of this Agreement, the City hereby grants to the Arena Manager, and approves the right of the Arena Manager to grant to the Team Owner, during the Term, the exclusive right and obligation to use and occupy the Hockey Event Spaces during all Hockey Events for Hockey Event Permitted Uses, in accordance with and subject to the terms and conditions set forth in this Agreement. 5.2.1 The Arena Manager shall have the exclusive right (subject to the Arena Manager’s grant to the Team Owner as set forth in Section 6.2 below) to use the Hockey Event Spaces for Hockey Event Permitted Uses for a reasonable time before, during, and for a reasonable time after the Hockey Event. 5.2.2 Subject to the rights of the Team Owner under this Agreement, the Arena Manager shall retain possession and control of all portions of the Hockey Event Spaces; provided, however, in exercising its control over the Hockey Event Spaces, the Arena Manager (i) shall not interfere in any material respect with Hockey Event Permitted Uses; and (ii) shall not allow any Person to enter the Hockey Event Spaces during any Hockey Event without a Hockey Ticket. 5.3 Compliance with Law.. Neither the Arena Manager nor the Team Owner shall knowingly cause or permit the use of the Arena Facility in a manner that violates Applicable Law. 6. LEASEHOLD INTEREST.. 6.1 Lease of Exclusive Team Spaces.. In addition to the rights granted by the City to the Arena Manager in the other provisions of this Agreement, effective as of the Closing Date, (i) the City hereby leases the Exclusive Team Spaces to the Arena Manager, and the Arena Manager leases the Exclusive Team Spaces from the City, subject to the Permitted Exceptions, and (ii) the City hereby grants to the Arena Manager the non-exclusive right to use the common areas at the Arena Facility for all purposes reasonably necessary and convenient for the exercise of the Arena Manager’s and the Team Owner’s reasonable exercise of rights and performance of obligations under this Agreement, including without limitation for reasonably convenient access to and from the Exclusive Team Spaces, all for the duration of the Term, and in accordance with and subject to the terms and conditions set forth in this Agreement. 6.2 Sublease of Exclusive Team Spaces.. The Arena Manager hereby subleases the Exclusive Team Spaces to the Team Owner, and the Team Owner subleases the Exclusive Team Spaces from the Arena Manager, and the Arena Manager grants to the Team Owner (i) the exclusive right and obligation to use and occupy the Hockey Event Spaces during all Hockey Events for Hockey Event Permitted Uses; and (ii) the non-exclusive right to use the common areas at the Arena Facility for reasonably convenient access to and from the Exclusive Team Spaces, subject to the Permitted Exceptions and all terms and conditions of this Agreement and the Noncompetition/Non-Relocation Agreement, all for the duration of the Term, and in accordance with and subject to the terms and conditions set forth in this Agreement. 6.2.1 The Team Owner, as the approved subtenant, shall pay all expenses of furnishing the Exclusive Team Spaces. The Arena Manager (or the Team Owner as its subtenant) shall have the right to use the Exclusive Team Spaces for any lawful purpose, consistent with and subject to the provisions of this Agreement. 6.2.2 The Arena Manager and City shall have the right to enter the Exclusive Team Spaces only as reasonably necessary to perform its obligations under this Agreement upon at least three 19
SUBSTANTIAL FINAL DRAFT 11/27/12 12:35 days’ notice to the Team Owner, except in the case of an Emergency, in which event the Arena Manager or City may enter the Exclusive Team Spaces upon reasonable notice. In exercising its right of entry to the Exclusive Team Spaces, the Arena Manager and City shall not interfere in any material respect with the Team Owner’s operations or activities. 6.2.3 Team Equipment. (a) The Team Owner may, as the approved subtenant, at the Team Owner’s expense and risk, place such Team Owner equipment, furniture, fixtures and other moveable and nonmoveable equipment owned or leased by the Team Owner and used exclusively by the Team Owner (“Team Equipment”) at the Arena Facility, as the Team Owner may from time to time deem necessary or appropriate (i) in the Exclusive Team Spaces at any time, and (ii) in the Hockey Event Spaces at any time during which the Team Owner has the right to use the Hockey Event Spaces. (b) The City acknowledges the Team Equipment is the property of the Team Owner and may be removed by the Team Owner at any time. (c) The Team Owner shall be responsible for obtaining, at the Team Owner’s expense, whatever insurance covering the Team Equipment the Team Owner deems appropriate. 6.3 Further Sublease Agreements.. Upon the written request of the Team Owner, the Arena Manager or the City, the Team Owner and the Arena Manager shall enter into a written sublease agreement more specifically setting forth the terms and conditions of the sublease of the Exclusive Team Spaces from the Arena Manager to the Team Owner; provided however that such any such written sublease agreement (or amendment or modification thereto) shall be subject to the prior written consent of the City, which shall not be unreasonably withheld as to provisions that are consistent with this Agreement. Neither the Arena Manager nor the Team Owner shall (a) further sublease any portion of the Arena Facility, including the Exclusive Team Spaces, to any third party without the City’s prior written consent, or (b) purport to grant any rights in excess of the rights granted by the City hereunder. 6.4 Rights and Obligations of Team Owner as Subtenant.. The Team Owner, as subtenant of the Arena Manager pursuant to Section 6.2 above, shall be responsible only for those obligations expressly set forth in this Agreement and in the Noncompetition/Non-Relocation Agreement as obligations applicable to the Team Owner, and the Team Owner shall not otherwise be responsible for performing any act or obligation, and shall not assume or incur any liability for or in connection with, any act or obligation in this Agreement and in the Noncompetition/Non-Relocation Agreement based on the terms of this Agreement and the Noncompetition/Non-Relocation Agreement. 6.5 Team Sales.. The Team Owner shall have the sole and exclusive right, at all times during the Term, to engage in and conduct all Team Sales and to receive, as Exclusive Team Revenues, all revenue therefrom. Accordingly, neither the Arena Manager nor the City shall take any action with respect to, or have any authority over, Team Sales other than at the express direction of the Team Owner; provided, however, nothing in this Section shall be construed as a limitation on the City’s governmental powers. The Team Owner shall bear and pay, from the Team Owner’s own monies, all direct expenses attributable to Team Sales, including vendors and other personnel, equipment, costs of goods sold, advertising and promotional costs and rights fees. 6.6 Base Rent.. As part of the consideration for the leasehold interest granted to the Arena Manager under this Agreement, during the Term the Arena Manager shall pay to the City rent in the following amounts, which shall be paid in equal quarterly installments, the first installment due and 20
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arena lease and management agreement city of glendale, arizona ...

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