Assignment of Operating Agreements and Plans Sample Clauses

Assignment of Operating Agreements and Plans. At the request of the Authority, the Lessee shall collaterally assign, to the extent reasonably practicable, to the Authority, in form and substance satisfactory to the Authority, acting reasonably, all of the right, title and interest of the Lessee in, to and under all or any of the Operating Agreements and all present and future specifications, plans, software (including source code) to the extent that such software is subject to a non-exclusive license permitting collateral assignment, drawings, information and documentation in relation to the LMM Airport Facility Operations except to the extent that any of the foregoing involve proprietary information (the “Plans”) as collateral security to the Authority for the observance and performance by the Lessee of its covenants and obligations under this Agreement, to the extent so requested by the Authority and subject to the rights of the Leasehold Mortgagee. The Lessee covenants that it shall use all Reasonable Efforts to cause all of the right, title and interest of the Lessee in, to and under all Operating Agreements and the Plans entered into or created after the Time of Closing to be collaterally assignable to the Authority for the purposes of this Section 3.15. The Authority acknowledges that the Operating Agreements and the Plans may also be assigned as security to a Leasehold Mortgagee and that each of the Authority and such Leasehold Mortgagee shall be entitled to use the Operating Agreements or the Plans in enforcing their respective security as hereinafter provided. The Authority agrees that it shall exercise any amendments or take any other actions necessary for the Lessee to exercise all of the Authority’s rights under the Operating Agreements, and the Authority shall transfer to the Lessee all security under any such Operating Agreements. Without limiting the generality of the foregoing, but subject to the Authority’s assumption of liabilities under the Operating Agreements accruing after such time as the Authority exercises its rights under this Section 3.15 subject to Article 18, the Authority shall be entitled to use the Operating Agreements and the Plans in each of the following events: (a) if the Authority terminates this Agreement without a lease agreement being granted to the Leasehold Mortgagee or nominee thereof pursuant to the provisions of Article 18 and (b) if the Authority elects to use the Operating Agreements or the Plans to remedy a Lessee Default under this Agreement. Notwithsta...

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Assignment of Operating Agreements and Plans. At the request of Metro, Parking Company shall collaterally assign, to the extent reasonably practicable and subject to the terms and conditions herein, to Metro, in form and substance satisfactory to Metro, all of the right, title and interest of Parking Company in, to and under all or any of the Operating Agreements and all present and future specifications, plans, drawings, Information and documentation in relation to the Metered Parking System Operations except to the extent any of the foregoing involve proprietary information (collectively, the “Operating Agreements and Plans”) as collateral security to Metro for the observance and performance by Parking Company of its covenants and obligations under this Agreement and subject, in all cases, to the rights of the Secured Lenders. Parking Company covenants that it shall cause all of the right, title and interest of Parking Company in, to and under all Operating Agreements and Plans entered into or created after the Time of Closing to be collaterally assignable to Metro for the purposes of this Section 3.11. Metro acknowledges that the Operating Agreements and Plans may also be assigned as security to a Secured Lender and that each of Metro and such Secured Lender shall be entitled to use the Operating Agreements and Plans in enforcing their respective security as hereinafter provided. Without limiting the generality of the foregoing, but subject to Metro’s assumption of future liabilities under the Operating Agreements and Plans and to Article 18, Metro shall be entitled to use the Operating Agreements and Plans if Metro elects to use the Operating Agreements and Plans to remedy a Parking Company Default under this Agreement. Notwithstanding the foregoing, if any such Secured Lender has entered into possession or is diligently enforcing and continues to diligently enforce its security, whether by way of appointment of a receiver or receiver and manager, foreclosure or power of sale in accordance with Article 18 or otherwise, or has entered (or is in process to enter) into a New Agreement under Section 18.5, and is using the Operating Agreements and Plans in respect of the Metered Parking System Operations, Metro may not enforce its security and the assignment in favor of the Secured Lender shall have priority at all times over any assignment to Metro. Parking Company shall promptly deliver to Metro, at the sole cost and expense of Parking Company, forthwith after completion or execution and delivery, a ...

Assignment of Operating Agreements and Plans. At the request of Metro, Parking Company shall collaterally assign, to the extent reasonably practicable and subject to the terms and conditions herein, to Metro, in form and substance satisfactory to Metro, all of the right, title and interest of Parking Company in, to and under all or any of the Operating Agreements and all present and future specifications, plans, drawings, Information and documentation in relation to the Metered Parking System Operations except to the extent any of the foregoing involve proprietary information (collectively, the “Operating Agreements and Plans”) as collateral security to Metro for the observance and performance by Parking Company of its covenants and obligations under this Agreement. Parking Company covenants that it shall cause all of the right, title and interest of Parking Company in, to and under all Operating Agreements and Plans entered into or created after the Effective Date to be collaterally assignable to Metro for the purposes of this Section 3.11. Without limiting the generality of the foregoing, but subject to Metro’s assumption of future liabilities under the Operating Agreements and Plans, Metro shall be entitled to use the Operating Agreements and Plans if Metro elects to use the Operating Agreements and Plans to remedy a Parking Company Default under this Agreement. Parking Company shall promptly deliver to Metro, at the sole cost and expense of Parking Company, forthwith after completion or execution and delivery, a copy of each item of the Operating Agreements and Plans.

Assignment of Operating Agreements and Plans. At the request of the City, the Concessionaire shall collaterally assign, to the extent reasonably practicable, to the City, in form and substance satisfactory to the City, acting reasonably, all of the right, title and interest of the Concessionaire in, to and under all or any of the Operating Agreements and all present and future specifications, plans, drawings, information and documentation in relation to the Metered Parking System Operations except to the extent any of the foregoing involve proprietary information (collectively, the “Operating Agreements and Plans”) as collateral security to the City for the observance and performance by the Concessionaire of its covenants and obligations under this Agreement. The Concessionaire covenants that it shall cause all of the right, title and interest of the Concessionaire in, to and under all Operating Agreements and Plans entered into or created after the Time of Closing to be collaterally assignable to the City for the purposes of this Section

Related to Assignment of Operating Agreements and Plans

Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.
Complete Agreement This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.