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9. Ownership of Assets. 9.1 Ownership The ownership of buildings and real estate, technical and office equipment and facilities, furniture, displays, fixtures, vehicles and similar tangible property located at the Facili- ty shall remain with the County. Ownership of and title to all intellectual property rights of whatsoever value, related to the Facility in any way shall remain the sole property of the County, with the exception of any proprietary software developed by SMG prior to the date of this Agreement. The ownership of consumable assets (such as office supplies and cleaning mate- rials) purchased with Operating Revenues or County funds shall remain with the County, but such assets may be utilized and consumed by SMG in the performance of services under this Agreement. The ownership of data processing programs and software owned by the County shall remain with the County, and the ownership of data processing programs and Software owned by SMG shall remain with SMG. SMG shall not take or use, for its own purposes, or for those of third parties, customer or exhibitor lists or similar materials developed by the County for the use of the Facility, unless written consent is granted by the County. Ownership of equip- ment, furnishings, materials, or fixtures not considered to be real property and other personal property purchased by SMG with County funds for use at and for the Facility shall vest in the County automatically and immediately upon purchase or acquisition. The assets of the County as described herein shall not be pledged, liened, encumbered or otherwise alienated or assigned other than in the ordinary course of business of the Facility without the prior approval of the County. 9.2 County Obligations Except as herein otherwise set forth, throughout the term of this Agreement, the County will maintain full beneficial use and ownership of the Facility and will pay, keep, ob- serve and perform all payments, terms, covenants, conditions and obligations under any bonds, debentures or other security agreements or contracts relating to the Facility to which the County may be bound, and SMG shall reasonably cooperate with the County in this regard. 10. Assignment; Affiliates. 10.1 Assi ng ment Neither this Agreement nor any of the rights or obligations hereunder may be as- signed by either party hereto without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties acknowledge that the foregoing does not preclude the assignment by SMG of its rights to receive its manage- ment and incentive fees hereunder to its lender(s) as collateral security for SMG's obligations under any credit facilities provided to it by such lender(s), provided that such collateral assign- ment shall not in any event cover SMG's rights to manage, promote or operate the Facility he- reunder. pdfconvert. 9450.1. cabarms_agreement_2015. doc 25 F -1 Attachment number 1 Page 105