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9 <br />27. A new Section 24.25 shall be added with the following: <br /> <br />“MISCELLANEOUS MLB PDL COMPLIANCE PROVISIONS. Any contrary provision <br />contained herein notwithstanding. <br /> <br />a. The Recitals are incorporated into the Operative Provisions of this First <br />Amendment as if fully set out therein. <br /> <br />b. This Stadium Agreement and any rights granted to the RDA, Park Board, City or <br />Team hereunder shall in all respects be subordinate to the PDL Rules and <br />Regulations, as long as Team is party to the South Bend Cubs PDL License <br />Agreement currently in effect. The issuance, entering into, amendment or <br />implementations of any PDL Rules and Regulations shall be at no cost or liability <br />to any MLB PDL entity or to any entity related thereto. The territory within which <br />RDA, Park Board or City is granted rights under this Stadium Agreement is limited <br />to, and nothing herein should be construed as conferring on RDA, Park Board or <br />City rights in areas outside of the PDL Club Marketing Territory (as defined in the <br />South Bend Cubs PDL License Agreement). No rights, exclusivities, or obligations <br />involving the internet or any interactive or on-line media (as defined in the <br />applicable PDL Rules and Regulations) are conferred by this Stadium Agreement, <br />except as are specifically approved in writing by MLB PDL. <br /> <br />c. RDA agrees if the date upon which any termination or suspension of this Stadium <br />Agreement falls during the regular season or postseason, the effective date of such <br />termination or suspension shall be the first day of the month following the final <br />home game of such season, and, in no event shall RDA, Park Board or City <br />terminate or suspend Team’s rights under this Stadium Agreement during any <br />season or post season. <br /> <br />d. If, any time prior to the expiration of the term of this Stadium Agreement, it is <br />terminated by RDA, Park Board or City for any reason and any legal action <br />challenging the right of RDA, Park Board or City to terminate this First <br />Amendment and seeking specific performance has either been: (i) finally <br />adjudicated in a court of competent jurisdiction as evidenced by a final non- <br />appealable order; or (ii) settled withdrawn or otherwise concluded, in either case <br />solely with respect to the request for specific performance and the South Bend Cubs <br />PDL License Agreement has been terminated RDA, Park Board or City agrees to <br />enter into a Use Operation and Management Agreement with substantially the same <br />similar terms to this Stadium Agreement with any replacement PDL Club identified <br />by MLB PDL to the extent such PDL Club is reasonably acceptable to RDA, Park <br />Board or City. To the extent such Use Operation and Management Agreement is <br />not entered into RDA, Park Board, or City agrees to meet promptly with MLB PDL <br />to work together to ascertain whether a replacement PDL Club can be identified, <br />and if such MLB PDL Club is so identified RDA, Park Board, or City shall offer to <br />enter into a Use Operations and Management Agreement with such PDL Club. For