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<br />203193300.19 -43-
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<br />19.6 MTC and Operator shall not amend or modify any provision of this Agreement if the effect
<br />thereof is to reduce the Term, reduce Operator’s rights or increase Operator’s obligations in any material
<br />respect, or weaken any of the Recognized Lender’s express rights under this Agreement, including the
<br />Recognized Lender’s rights under this Section 19, in each case without the prior written consent of the
<br />Recognized Lender. MTC shall not accept a surrender of this Agreement by Operator, nor shall MTC and
<br />Operator agree to a termination of this Agreement, without the prior written consent of the Recognized
<br />Lender.
<br />19.7 If Operator defaults on the Recognized Loan and as a result thereof the Recognized Lender
<br />has a right under the applicable loan documents to foreclose on its Program-related collateral, then
<br />without the consent of MTC or any Participating City, the Recognized Lender (or a subsidiary thereof)
<br />and/or a third party may succeed to the interest of Operator under this Agreement, so long as (a) the party
<br />succeeding to the interest of Operator under this Agreement, or a third party manager designated by such
<br />successor, has the experience and expertise to operate a large-scale bikeshare program, (b) such successor
<br />succeeds to Operator’s interest in the Bicycles, other Equipment and other collateral, (c) such successor
<br />has substantially the same legal right to obtain replacement Bicycles and other Equipment, to utilize the
<br />Bicycle patents and other Equipment patents, and to utilize the required Software that Operator has as of
<br />the Effective Date; and (d) agrees to comply with all terms of this Agreement.
<br />19.8 The terms and provisions of this Section 19 and the rights of the Recognized Lender
<br />hereunder shall survive a termination of this Agreement pursuant to a Default or the expiration of this
<br />Agreement pursuant to Section 2.3.
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<br />EMPLOYMENT
<br />20.1 Operator will pay wages to all of its employees that equal or exceed the living wage in
<br />effect as of the date of this agreement under State law or applicable local law.
<br />20.2 Operator shall use reasonable efforts, at its own cost and expense, to conduct outreach for
<br />employment purposes to residents of the Participating Cities for the opportunities to be created by the
<br />construction, installation, operation, management, administration, marketing and maintenance of the
<br />Program. Such recruitment activities shall include provisions for the posting of employment and training
<br />opportunities at appropriate Participating City agencies responsible for encouraging employment of
<br />Participating City residents. Operator shall ensure the promotion of equal employment opportunity for all
<br />qualified Persons employed by, or seeking employment with, Operator. For San Francisco-based entry
<br />level job openings with Operator, Operator shall post such openings through San Francisco’s First Source
<br />Hiring Program and offer the City of San Francisco the first opportunity to refer qualified candidates to
<br />Operator for such openings.
<br />20.3 Operator shall not refuse to hire, train, or employ, bar or discharge from employment or
<br />discriminate against any individual in compensation, hours of employment, or any other term, condition,
<br />or privilege of employment, including, but not limited to, any promotion, upgrading, demotion,
<br />downgrading, transfer, layoff, or termination, on the basis of race, creed, color, national origin, sex, age,
<br />handicap, marital status, affectional preference or sexual orientation, in accordance with applicable law.
<br />Operator agrees to comply in all respects with all applicable federal, state and local employment
<br />discrimination laws and requirements during the Term.
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