Agmt15 Bay Area Bike Share Agreement

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203193300.19 -42- default to Operator. A notice of default to Operator shall not be effective unless a copy thereof is concurrently given to the Recognized Lender. 19.3 The Recognized Lender shall, in the case of any Default by Operator under Section 18.1.1, have a period of 10 days more than is given Operator, to remedy such Default prior to MTC terminating this Agreement on account of such Default, and in the case of a Default by Operator under Section 18.1.2 or 18.1.5, shall have a period of 10 days more than is given Operator to remedy such Default prior to MTC terminating this Agreement on account of such Default, provided that if such Default is not one that can be cured with the payment of money and if the Recognized Lender needs to exercise its remedies and obtain access to its collateral prior to being able to effectuate the cure of any such default, such additional 10-day period shall, so long as the Recognized Lender is diligently and continuously pursuing such cure and has provided written notice to MTC of its intent to cure such Default, be extended for such additional time as is necessary for the Recognized Lender to obtain such access and commence and effectuate such cure. 19.4 If this Agreement terminates on account of a Default, then Operator shall give any Recognized Lender prompt notice thereof. Within 60 days following receipt of such notice, the Recognized Lender may elect to require MTC to enter into a new agreement with a replacement operator designated by the Recognized Lender for the remaining Term of this Agreement, considered as if the Term had not ended on account of such Default and on substantially the same terms as contained in this Agreement (the “Replacement Agreement”). Within 120 days of such notice, the Recognized Lender shall identify a replacement operator and credible business plan for such replacement operator to proactively and comprehensively address Operator’s deficiencies. Such replacement operator and business plan shall be subject to the approval of MTC, which approval shall not be unreasonably withheld or delayed. If MTC approves such replacement operator and business plan, then MTC and such replacement operator shall enter into the Replacement Agreement. If MTC and the Recognized Lender are unable to agree on the replacement operator or the business plan within 150 days following such notice, or if the Recognized Lender does not elect to require MTC to enter into a Replacement Agreement within 60 days following receipt of such notice, then MTC shall have the right to exercise its other remedies under Section 18.5 without regard to the rights of the Recognized Lender. 19.5 If pursuant to Section 2.3, MTC exercises its right to reduce the Initial Term by 5 years, then MTC shall give the Recognized Lender notice thereof. Within 60 days following receipt of such notice, the Recognized Lender may elect to require MTC to enter into a new agreement with a replacement operator designated by the Recognized Lender commencing on the expiration of the Term as reduced pursuant to Section 2.3 for the remaining Term of this Agreement, considered as if the Term had not been reduced pursuant to Section 2.3 and on substantially the same terms as contained in this Agreement. Within 120 days of such notice, the Recognized Lender shall identify a replacement operator and credible business plan for such replacement operator to proactively and comprehensively address Operator’s deficiencies. Such replacement operator and business plan shall be subject to the approval of MTC, which approval shall not be unreasonably withheld or delayed. If MTC approves such replacement operator and business plan, then MTC and such replacement operator shall enter into such replacement agreement. If MTC and the Recognized Lender are unable to agree on the replacement operator or the business plan within 150 days following such notice, or if the Recognized Lender does not elect to require MTC to enter into a replacement agreement within 60 days following receipt of such notice, then the Recognized Lender shall have no further rights arising on account of the reduced Term.