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Parking Lease

Parking Lease

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Published by Carl Weiser
Proposed parking lease between Cincinnati and the Port Authority
Proposed parking lease between Cincinnati and the Port Authority

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Published by: Carl Weiser on Feb 25, 2013
Copyright:Attribution Non-commercial

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02/25/2013

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[THIS ARTICLE TO BE REVISED TO REFLECT BOND TRUSTEE/INDENTURE
REQUIREMENTS AS TO BOND HOLDER RIGHTS. ]

Section 18.1. Leasehold Mortgages. The Port Authority shall have the right, at its sole
cost and expense, to grant one or more Leasehold Mortgages, secured by the Port Authority
Interest or Parking Revenue if at the time any such Leasehold Mortgage is executed and delivered
to the Leasehold Mortgagee, no Port Authority Default exists and upon and subject to the
following terms and conditions:

(a) a Leasehold Mortgage may not cover any property of, or secure any debt issued or
guaranteed by, any Person other than the Port Authority, but may cover shares or equity interests
in the capital of the Port Authority and any cash reserves or deposits held in the name of the Port
Authority;

(b) no Person other than an Institutional Lender shall be entitled to the benefits and
protections accorded to a Leasehold Mortgagee in this Agreement; provided, however, that
lessors and lenders to the Port Authority (and lenders to a Leasehold Mortgagee that is a Lessor)
may be Persons other than Institutional Lenders so long as any Leasehold Mortgage securing the
loans made by such Persons is held by an Institutional Lender acting as collateral agent or trustee;

(c) no Leasehold Mortgage or other instrument purporting to mortgage, pledge,
encumber, or create a lien, charge or security interest on or against any or all of the Port
Authority Interest shall extend to or affect the fee simple interest in the Parking System, the
City’s interest hereunder or the City’s reversionary interests and estates in and to the Parking
System or any part thereof; in addition, any foreclosure or termination of this Agreement by the
City shall simultaneously terminate the Leasehold Mortgage;

(d) the City shall have no liability whatsoever for payment of the principal
sum secured by any Leasehold Mortgage, or any interest accrued thereon or any other sum
secured thereby or accruing thereunder, and the Leasehold Mortgagee shall not be entitled to seek
any damages or other amounts against the City for any or all of the same;

(e) the City shall have no obligation to any Leasehold Mortgagee in the
enforcement of the rights and remedies of the City under this Agreement or as provided by Law,
except as expressly set forth in this Agreement or in any agreement with the Leasehold
Mortgagee and unless such Leasehold Mortgagee has provided the City with notice of its
Leasehold Mortgage in accordance with the Leasehold Mortgagee Notice Requirements;

(f)

each Leasehold Mortgage shall provide that if the Port Authority is in default
under the Leasehold Mortgage and the Leasehold Mortgagee gives notice of such default to the
Port Authority, then the Leasehold Mortgagee shall give notice of such default to the City;

(g) subject to the terms of this Agreement, all rights acquired by a Leasehold
Mortgagee under any Leasehold Mortgage shall be subject and subordinate to all of the
provisions of this Agreement and to all of the rights of the City hereunder;

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(h) notwithstanding any enforcement of the security of any Leasehold Mortgage, the
Port Authority shall remain liable to the City for the payment of all sums owing to the City under
this Agreement and the performance and observance of all of the Port Authority’s covenants and
obligations under this Agreement; and

(i)

a Leasehold Mortgagee shall not, by virtue of its Leasehold Mortgage, acquire
any greater rights or interest in the Parking System than the Port Authority has at any applicable
time under this Agreement, and each Leasehold Mortgagee, the City and the Port Authority shall
enter into a consent agreement in a form acceptable to all Parties; provided that such consent
agreement shall be in a customary form and shall include the rights and protections provided to
the Leasehold Mortgagees in this Agreement.

Section 18.2. Notices and Payments to Leasehold Mortgagees. Whenever a Leasehold
Mortgage exists as to which the City has been provided notice by the holder thereof in
accordance with the Leasehold Mortgagee Notice Requirements, the City shall, simultaneously
with providing the Port Authority any required notice under this Agreement, provide a copy of
such notice to such Leasehold Mortgagee, and no such notice to the Port Authority shall be
effective against the Leasehold Mortgagee until a copy thereof is duly provided to such
Leasehold Mortgagee. With respect to a Leasehold Mortgage regarding which the City has been
provided notice in accordance with the Leasehold Mortgagee Notice Requirements, unless the
Leasehold Mortgagee has otherwise advised the City in writing, all payments to the Port
Authority to be made by the City under this Agreement shall be made to the institution acting as
the collateral agent or depository under the financing secured by such Leasehold Mortgage.

Section 18.3. Leasehold Mortgagee’s Right to Cure. The Leasehold Mortgagee shall
have the right to cure or cause to be cured any such Port Authority Default within a period of
Thirty (30) Days after notice thereof, provided further that if a Leasehold Mortgagee’s right to
cure a Port Authority Default has not expired, and the Leasehold Mortgagee is acting diligently to
cure such Port Authority Default in accordance with this Section 18.3, then the City shall not
exercise its right to terminate this Agreement by reason of such Port Authority Default. Subject to
the restrictions set forth Section 18.4, the City shall accept any such performance by a Leasehold
Mortgagee as though the same had been done or performed by the Port Authority. Any payment
to be made or action to be taken by a Leasehold Mortgagee hereunder as a prerequisite to keeping
this Agreement in effect shall be deemed properly to have been made or taken by the Leasehold
Mortgagee if such payment is made or action is taken by a nominee, agent or assignee of the
rights of such Leasehold Mortgagee. Any exercise of the Leasehold Mortgagee’s rights to cure
hereunder shall not result in the assumption by such Leasehold Mortgagee of the Port Authority’s
obligations hereunder.

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