Common use of Termination of OSSAs Clause in Contracts

Termination of OSSAs. If either the Beltway OSSA or the I-95 OSSA is terminated or amended such that the Operator thereunder is no longer the Shared Facilities Operator for whatever reason, then: (a) subject to subsection (c) below, the Party whose OSSA was terminated or amended shall cause its replacement Operator to subcontract with the Shared Facilities Operator to operate the Shared Facilities and perform the Shared Services (and the Parties agree that any such subcontract shall be on an arms’ length basis and contain fair and commercially reasonable terms) unless the Party whose OSSA was not terminated or amended elects not to retain the Shared Facilities Operator, in which case a new Shared Facilities Operator shall be selected as provided in subsection (b) below; (b) if a new Shared Facilities Operator must be selected, then the Parties shall in good faith meet to select a replacement Shared Facilities Operator. Any replacement Shared Facilities Operator shall, to the extent required by a Comprehensive Agreement or the applicable Financing Documents, be subject to the approval of the Department and/or the applicable Lenders. If the Parties fail to agree on a replacement Shared Facilities Operator, then either Party may elect to proceed as provided in Section 10.3; or (c) solely if the OSSA was terminated or amended in connection with the exercise by a Party’s Lenders of their rights under the applicable Financing Documents, then if the replacement Operator elects not to retain the Shared Facilities Operator but the Party whose OSSA was not terminated or amended does desire to retain the Shared Facilities Operator, then the Parties shall proceed in accordance with Article 9 to end the Shared Services and divide the Shared Facilities, except that the entire cost of implementing such division, including modifications contemplated in Section 9.3, shall be borne by the Party whose Lenders authorized or directed the termination or amendment of the OSSA.