Agmt15 Bay Area Bike Share Agreement

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203215669.16 8 5.5.1 Turning over to MTC or its designees copies of all books, records, documents and materials specifically relating to this Continuation Agreement and reasonably requested by MTC; 5.5.2 Submitting to MTC, within 120 days, a final statement and report relating to this Continuation Agreement that has been reviewed by a certified public accountant or a licensed public accountant; 5.5.3 Providing reasonable assistance to MTC during the transition; and 5.5.4 Continuing to operate the System in accordance with the terms of this Continuation Agreement and to effect an efficient and orderly transition of responsibility with respect to the operation of the System until the earlier of (i) 180 days after such termination and (ii) the selection of a replacement operator for the System and such replacement operator commencing operation of the System (such earlier date being the “Transition Termination Date”); provided, however, that MTC shall cover 100% of Operator’s Operating Losses for the period commencing upon termination of this Continuation Agreement and ending on the Transition Termination Date (such period being the “Transition Period”), subject to an aggregate cap for the Transition Period equal to the product of (X) the number of months of the Transition Period, (Y) $20 for each Dock, and (Z) the number of Docks. Within 30 days after the end of each month during the Transition Period, Operator shall send MTC a statement setting forth Operator’s Operating Losses, if any, for the preceding month accompanied by reasonable back-up. MTC shall pay Operator for any such monthly Operating Losses within 30 days following Operator’s submission of its statement for such month, subject to a cap calculated on a monthly basis equal to $20 for each Dock. Within 60 days following the end of the Transition Period, the Parties shall reconcile Operator’s cumulative Operating Losses for the entire Transition Period with Operator’s monthly, non-cumulative Operating Losses for the entire Transition Period, and shall also reconcile the aforementioned aggregate cap applied to the cumulative Operating Losses for the entire Transition Period with the aforementioned monthly cap applied to the monthly Operating Losses for the entire Transition Period. If the payment for Operating Losses received by Operator from MTC on a monthly basis exceeds the payment for Operating Losses to which Operator is entitled from MTC on an aggregate basis, then Operator shall reimburse MTC for the difference between the two calculations within 30 days following such calculation; and if the payment for Operating Losses received by Operator from MTC on a monthly basis is less than the payment for Operating Losses to which Operator is entitled from MTC on an aggregate basis, then MTC shall pay Operator the difference between the two calculations within 30 days following such calculation. 5.6 Disposition of the Equipment. Upon termination of this Continuation Agreement pursuant to Section 5.1D, MTC shall have the option to: 5.6.1 require Operator to remove all Equipment at its sole cost and expense; 5.6.2 subject to satisfaction of the Equipment Assignment Conditions, require Operator to assign to MTC (or a third-party operator designated by MTC) the Equipment, in which event Operator shall reasonably cooperate with MTC (or such designee) to obtain the legal right to use the Backend Software and Computer Hardware either through an assignment of