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The ownership of buildings and real estate, technical and office equipment and facilities, fiuniture, displays, fixtures, vehicles and similar tangible property located at the Facil- ity shall remain with the County. Ownership of and title to all intellectual property rights of whatsoever value, related to the Facility m a~ way shall remain the sole property of the County, with the exception of any proprietary software developed by SMG prior to the date ofthis Agreement. The ownership of consumable assets (such as office supplies and cleaning materi- als) 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 tlis Agree- ment. The ownership of data processing programs and software owned by the County shall re- main witlrthe 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 turd 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 equipment, firr- nishings, materials, or fixtures not considered to be real pro~rty 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 purelrase or acquisition. The assets of the County as de- scribedherein 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 Obli ag lions. Except as herein otherwise set forth, throughout the term of tlis 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 conhacts relating to the Facility to which the County maybe bound, and SMG shall reasonably cooperate with the County in this regard 10. Assignment; Af191iates. 10.1 Assignment. Neither this Agreement nor any of the rights or obligations hereunder maybe as- signed by either party hereto without the pricy written consent of the other party hereto, which consent shall not be unreasonably withheld, wnditioned or delayed. The parties acknowledge that the foregoing does not preclude the assignment by SMG of its rights to receive its manage- mentand 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 a~ event cover SMG's rights to manage, promote or operate the Facility here- under. 10.2 SMG Affiliates. (a) Transactions with Affiliates. In connection with its management respon- sibilities hereunder relating to the purchase and/or procurement of equipment, materials, sup- plies, inventories, and services for the Facility, SMG may purchase and/or procure from, or oth- xevieed cabamu ag,eemertvanl raddocreviaed oebm,ua agrcemmtvfmal reddoc 24 01995 2aC ~J