Common use of Assignment of Operating Agreements and Plans Clause in Contracts

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. Notwithstanding the foregoing, in the event that the Leasehold Mortgagee has entered into possession or is diligently enforcing and continues to diligently enforce its security, whether by way of exercising the Lessee’s rights under this Agreement, the appointment of a receiver or receiver and manager, foreclosure or power of sale in accordance with Article 18, or otherwise, and is using or reasonably expects to be using the Operating Agreements or the Plans in respect of the LMM Airport Facility Operations, the Authority shall not be entitled to use the Operating Agreements or the Plans in enforcing its security, it being acknowledged that any assignment of the Operating Agreement or the Plans to a Leasehold Mortgagee shall have priority over any assignment of the Operating Agreements or the Plans to the Authority and the Authority shall cooperate with the Lessee and the Leasehold Mortgagee in connection with ensuring such priority, including that the Authority shall execute and deliver to the Leasehold Mortgagee an intercreditor and subordination agreement in form and substance satisfactory to such Leasehold Mortgagee, acting reasonably, acknowledging such priority. The Lessee shall promptly deliver to the Authority, at the sole cost and expense of the Lessee, forthwith after completion or execution and delivery, a copy of each item of the Operating Agreements and the Plans.

Assignment of Operating Agreements and Plans. At the request of the Authority, the Lessee Concessionaire shall collaterally assign, to the extent reasonably practicable, to the AuthorityGovernment Parties, in form and substance satisfactory to the Authority, acting reasonably, all of the right, title and interest of the Lessee Concessionaire 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 Metered Parking System Operations except to the extent that any of the foregoing involve proprietary information (collectively, the “Operating Agreements and Plans”) as collateral security to the Authority Government Parties for the observance and performance by the Lessee Concessionaire 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 Concessionaire covenants that it shall use all Reasonable Efforts to cause all of the right, title and interest of the Lessee Concessionaire 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 Government Parties for the purposes of this Section 3.153.14. The Authority Government Parties acknowledges that the Operating Agreements and the Plans may also be assigned as security to a Leasehold Mortgagee Collateral Assignee and that each of the Authority Government Parties and such Leasehold Mortgagee Collateral Assignee shall be entitled to use the Operating Agreements or the and 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 future liabilities under the Operating Agreements accruing after such time as the Authority exercises its rights under this Section 3.15 subject and Plans and to Article 18, the Authority shall be entitled to use the Operating Agreements and the Plans in each of the following events: (ai) if the Authority terminates Government Parties terminate this Agreement without a lease concession agreement being granted to the Leasehold Mortgagee a Collateral Assignee or nominee thereof pursuant to the provisions of Article 18 18; and (bii) if the Authority a Government Party elects to use the Operating Agreements or the and Plans to remedy a Lessee Concessionaire Default under this Agreement. Notwithstanding the foregoing, in the event that the Leasehold Mortgagee any such Collateral Assignee has entered into possession or control of the Metered Parking System or is diligently enforcing and continues to diligently enforce its security, whether by way of exercising the Lessee’s rights under this Agreement, the appointment of a receiver or receiver and manager, foreclosure manager or power of sale in accordance with Article 18, or otherwise, and is using or reasonably expects to be using the Operating Agreements or the and Plans in respect of the LMM Airport Facility Metered Parking System Operations, the Authority Government Parties shall not be entitled to use the Operating Agreements or the and Plans in enforcing its their security, it being acknowledged that any assignment of the Operating Agreement or the Agreements and Plans to a Leasehold Mortgagee Collateral Assignee shall have priority at all times over any assignment of the Operating Agreements or the and Plans to the Authority and the Authority shall cooperate with the Lessee and the Leasehold Mortgagee in connection with ensuring such priority, including that the Authority shall execute and deliver to the Leasehold Mortgagee an intercreditor and subordination agreement in form and substance satisfactory to such Leasehold Mortgagee, acting reasonably, acknowledging such priorityGovernment Parties. The Lessee Concessionaire shall promptly deliver to the Authority, at the sole cost and expense of the LesseeConcessionaire, forthwith after completion or execution and delivery, a copy of each item of the Operating Agreements and the Plans.

Assignment of Operating Agreements and Plans. At the request of the AuthorityCity, the Lessee Concessionaire shall collaterally assign, to the extent reasonably practicable, to the AuthorityCity, in form and substance satisfactory to the Authority, acting reasonablyCity, all of the right, title and interest of the Lessee Concessionaire 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 System Operations except to the extent that any of the foregoing involve proprietary information (collectively, the “Operating Agreements and Plans”) as collateral security to the Authority City for the observance and performance by the Lessee Concessionaire 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 Concessionaire covenants that it shall use all Reasonable Efforts reasonable efforts to cause all of the right, title and interest of the Lessee Concessionaire 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 City for the purposes of this Section 3.153.14. The Authority City acknowledges that the Operating Agreements and the Plans may also be assigned as security to a Leasehold Mortgagee and that each of the Authority City and such Leasehold Mortgagee shall be entitled to use the Operating Agreements or the and 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 AuthorityCity’s assumption of liabilities under the Operating Agreements accruing after such time as the Authority exercises its rights under this Section 3.15 subject and Plans and to Article 18, the Authority City shall be entitled to use the Operating Agreements and the Plans in each of the following events: (ai) if the Authority City terminates this Agreement without a lease concession agreement being granted to the a Leasehold Mortgagee or nominee thereof pursuant to the provisions of Article 18 18; and (bii) if the Authority City elects to use the Operating Agreements or the and Plans to remedy a Lessee Concessionaire Default under this Agreement. Notwithstanding the foregoing, in the event that the any such Leasehold Mortgagee has entered into possession or is diligently enforcing and continues to diligently enforce its security, whether by way of exercising the Lessee’s rights under this Agreement, the appointment of a receiver or receiver and manager, foreclosure or power of sale in accordance with Article 18, or otherwise, and is using or reasonably expects to be using the Operating Agreements or the and Plans in respect of the LMM Airport Facility System Operations, the Authority City shall not be entitled to use the Operating Agreements or the and Plans in enforcing its security, it being acknowledged that any assignment of the Operating Agreement or the Agreements and Plans to a Leasehold Mortgagee shall have priority at all times over any assignment of the Operating Agreements or the and Plans to the Authority and the Authority shall cooperate with the Lessee and the Leasehold Mortgagee in connection with ensuring such priority, including that the Authority shall execute and deliver to the Leasehold Mortgagee an intercreditor and subordination agreement in form and substance satisfactory to such Leasehold Mortgagee, acting reasonably, acknowledging such priorityCity. The Lessee Concessionaire shall promptly deliver to the AuthorityCity, at the sole cost and expense of the LesseeConcessionaire, forthwith after completion or execution and delivery, a copy of each item of the Operating Agreements and the Plans.

Assignment of Operating Agreements and Plans. At the request of the Authority, the Lessee Concessionaire 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 Concessionaire 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 Parking Garage System Operations except to the extent that any of the foregoing involve proprietary information (collectively, the “Operating Agreements and Plans”) as collateral security to the Authority for the observance and performance by the Lessee Concessionaire 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 Concessionaire covenants that it shall use all Reasonable Efforts reasonable efforts to cause all of the right, title and interest of the Lessee Concessionaire in, to 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 3.153.14. 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 and 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 and Plans and to Article ARTICLE 18, the Authority shall be entitled to use the Operating Agreements and the Plans in each of the following events: (ai) if the Authority terminates this Agreement without a lease concession agreement being granted to the a Leasehold Mortgagee or nominee or designee thereof pursuant to the provisions of Article 18 ARTICLE 18; and (bii) if the Authority elects to use the Operating Agreements or the and Plans to remedy a Lessee Concessionaire Default under this Agreement. Notwithstanding the foregoing, in the event that the any such Leasehold Mortgagee (or its nominee or designee) has entered into possession or is diligently enforcing and continues to diligently enforce its security, whether by way of exercising the Lessee’s rights under this Agreement, the appointment of a receiver or receiver and manager, foreclosure or power of sale in accordance with Article ARTICLE 18, or otherwise, and is using or reasonably expects to be using the Operating Agreements or the and Plans in respect of the LMM Airport Facility Parking Garage System Operations, the Authority shall not be entitled to use the Operating Agreements or the and Plans in enforcing its security, it being acknowledged that any assignment of the Operating Agreement or the Agreements and Plans to a Leasehold Mortgagee (or its nominee or designee) shall have priority at all times over any assignment of the Operating Agreements or the and Plans to the Authority and the Authority shall cooperate with the Lessee and the Leasehold Mortgagee in connection with ensuring such priority, including that the Authority shall execute and deliver to the Leasehold Mortgagee an intercreditor and subordination agreement in form and substance satisfactory to such Leasehold Mortgagee, acting reasonably, acknowledging such priorityAuthority. The Lessee Concessionaire shall promptly deliver to the Authority, at the sole cost and expense of the LesseeConcessionaire, forthwith after completion or execution and delivery, a copy of each item of the Operating Agreements and the Plans.

Assignment of Operating Agreements and Plans. At the request of the Authority, the Lessee Concessionaire 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 Concessionaire 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 System Operations except to the extent that any of the foregoing involve proprietary information (collectively, the “Operating Agreements and Plans”) as collateral security to the Authority for the observance and performance by the Lessee Concessionaire 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 Concessionaire covenants that it shall use all Reasonable Efforts reasonable efforts to cause all of the right, title and interest of the Lessee Concessionaire 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 3.153.14. 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 and 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 and Plans and to Article 18, the Authority shall be entitled to use the Operating Agreements and the Plans in each of the following events: (ai) if the Authority terminates this Agreement without a lease concession agreement being granted to the a Leasehold Mortgagee or nominee thereof pursuant to the provisions of Article 18 18; and (bii) if the Authority elects to use the Operating Agreements or the and Plans to remedy a Lessee Concessionaire Default under this Agreement. Notwithstanding the foregoing, in the event that the any such Leasehold Mortgagee has entered into possession or is diligently enforcing and continues to diligently enforce its security, whether by way of exercising the Lessee’s rights under this Agreement, the appointment of a receiver or receiver and manager, foreclosure or power of sale in accordance with Article 18, or otherwise, and is using or reasonably expects to be using the Operating Agreements or the and Plans in respect of the LMM Airport Facility System Operations, the Authority shall not be entitled to use the Operating Agreements or the and Plans in enforcing its security, it being acknowledged that any assignment of the Operating Agreement or the Agreements and Plans to a Leasehold Mortgagee shall have priority at all times over any assignment of the Operating Agreements or the and Plans to the Authority and the Authority shall cooperate with the Lessee and the Leasehold Mortgagee in connection with ensuring such priority, including that the Authority shall execute and deliver to the Leasehold Mortgagee an intercreditor and subordination agreement in form and substance satisfactory to such Leasehold Mortgagee, acting reasonably, acknowledging such priorityAuthority. The Lessee Concessionaire shall promptly deliver to the Authority, at the sole cost and expense of the LesseeConcessionaire, forthwith after completion or execution and delivery, a copy of each item of the Operating Agreements and the Plans.Plans.‌