Agmt15 Bay Area Bike Share Agreement

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203193300.19 -40- 18.3 and the Dispute Resolution Process. If Operator seeks to contest any of the foregoing, Operator must notify MTC prior to the expiration of the applicable cure period set forth in Section 18.1. Following such notice, the dispute shall be addressed and resolved in accordance with the Dispute Resolution Process. Pending final resolution of such dispute, Operator may continue operating the Program in accordance with the terms of this Agreement, and any exercise by MTC of its remedies hereunder shall be stayed until final resolution of such dispute in accordance with the Dispute Resolution Process. In addition, if such final resolution is against Operator, then MTC shall have the right to terminate this Agreement only if such Default is not cured within the period otherwise provided in the definition of Default to remedy such default, provided that for this purpose the applicable remedy period shall commence upon the final resolution of such dispute. 18.4 Subject to the rights of the Recognized Lender (if any and if applicable), upon termination of this Agreement on account of a Default by Operator, reduction of Initial Term under Section 2.3, or expiration of the Term, Operator shall comply with the following close-out procedures: 18.4.1 Turning over to MTC or its designees copies of all books, records, documents and materials specifically relating to this Agreement and reasonably requested by MTC; 18.4.2 Submitting to MTC, within 120 days, a final statement and report relating to this Agreement that has been reviewed by a certified public accountant or a licensed public accountant; 18.4.3 Providing reasonable assistance to MTC during the transition; and 18.4.4 Continuing to operate the Program in accordance with the terms of this Agreement and to effect an efficient and orderly transition of responsibility with respect to the operation of the Program until the earlier of (i) 180 days after such termination and (ii) the selection of a replacement operator for the Program and such replacement operator commencing operation of the Program; provided, however, that Operator shall have the right to cease operating prior thereto if Operator experiences an operating shortfall during the transition period and MTC fails to compensate Operator for such shortfall. 18.5 Subject to the rights of the Recognized Lender (if any and if applicable), upon termination of this Agreement on account of a Default by Operator, reduction of the Initial Term under Section 2.3, or expiration of the Term, MTC shall have the option to: 18.5.1 require Operator to remove all Equipment at its sole cost and expense; 18.5.2 subject to satisfaction of the Program Property Assignment Conditions, require Operator to assign to MTC (or a third-party operator designated by MTC) the Equipment and Operator’s rights under the Escrow Agreement, in which event Operator shall reasonably cooperate with MTC (or such designee) to obtain the legal right to use the Software (excluding the Operator Basic Function Software and the Operator Non-Basic Function Software) either through an assignment of Operator’s license with the Vendor to MTC (or such designee) or by MTC (or such designee) entering a license agreement for such Software with the Vendor; or