Lease and development agreement

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Section 14A.3 Recognized Mortgagees.

(a) Notice. If the Lessee intends to mortgage its leasehold estate to a Person meeting the requirements of Section 14A.2(a), and if the proposed holder of such Mortgage shall provide the Port Authority with notice of its name and address together with a true and complete copy of such Mortgage, a certification that such holder is a Person meeting the requirements of Section 14A.2(a) and an appraisal or other evidence that the amount of the loan secured by such Mortgage is not in excess of the applicable Mortgage Amount, then and in that event, following the Port Authority’s receipt of such notice, the remaining provisions of this Article 14A shall apply in respect to such Mortgage.

(b) Acknowledgment. The Port Authority shall, within fifteen (15) Business Days after receipt of the notice provided in Section 14A.3(a) above, acknowledge in writing that the proposed Mortgagee described in the notice is a Recognized Mortgagee, entitled to the benefits of this Article 14A. If the Port Authority determines that the proposed Mortgagee is not entitled to such benefits, the Port Authority shall set forth the reasons therefor. The Port Authority’s determination with respect to the proposed Mortgagee under this paragraph (b) shall be based solely upon (x) whether or not the proposed Mortgagee is an Institutional Investor and (y) whether or not the amount of the Mortgage will exceed the applicable Mortgage Amount.

(c) No More Than Two Recognized Mortgagees. In all events, and notwithstanding any other provision of this Agreement or elsewhere, at any one time there shall not be more than two (2) Recognized Mortgagees.

Section 14A.4 Consent of Recognized Mortgagee Required.

No cancellation, surrender or modification of this Agreement shall be effective unless consented to in writing by the applicable Recognized Mortgagee senior in lien (such consent not to be unreasonably withheld or delayed), and no cancellation, surrender or modification of this Agreement effectuated without the prior written consent of such Recognized Mortgagee shall be binding on such Recognized Mortgagee.

Section 14A.5 Default and Termination.

(a) Default Notices.

(1) Upon giving the Lessee any notice of (x) a default under this Agreement, or (y) a termination of the Lessee’s interest in this Agreement, or (z) a matter on which the Port Authority may predicate or claim a default by the Lessee, the Port Authority shall at the same time give a copy of such notice to every Recognized Mortgagee. No such notice by the Port Authority to the Lessee shall be deemed to have been duly given unless and until a copy thereof has been so given to each Recognized Mortgagee at its address last provided by such Recognized Mortgagee to the Port Authority pursuant to the provisions of this Article.

(2) From and after the date on which the Port Authority gives such notice to a Recognized Mortgagee, such Recognized Mortgagee shall have the same period for remedying any default or acts or omissions which are the subject matter of such notice, or causing the same to be remedied, as is given to the Lessee after the giving of such notice to the Lessee plus, in each instance, the additional periods of time specified in Section 14A.5(b) and (c) below to remedy, commence remedying or cause to be remedied the defaults or acts or omissions which are the subject matter of such notice. The Port Authority shall accept such performance by or at the instigation of such Recognized Mortgagee as if the same had been done by the Lessee. The Lessee shall authorize each Recognized Mortgagee to take any such action at such Recognized Mortgagee’s option, and shall authorize entry upon the Premises by the Recognized Mortgagee for such purpose.

(b) Termination Notices.

(1) Anything contained in this Agreement to the contrary notwithstanding, if any default occurs and continues for such period as entitles the Port Authority to terminate this Agreement and the letting hereunder, the Port Authority shall not have the right to effectuate such termination unless, following the expiration of the period of time given the Lessee to cure such default or the act or omission which gave rise to such default, the Port Authority shall give each Recognized Mortgagee notice of the Port Authority’s intent to so terminate (a “Termination Notice”) at least ten (10) Business Days in advance of the proposed effective date of such termination if such default is capable of being cured solely by the payment of money, and at least thirty (30) Business Days in advance of the proposed effective date of such termination if such default is not capable of being cured solely by the payment of money.

(2) The provisions of the following paragraph (c) shall apply if, during such ten (10) or thirty (30) Business Day period (the “Termination Notice Period”), a Recognized Mortgagee:

(i) notifies the Port Authority of such mortgagee’s desire to nullify such notice; and

(ii) pays or causes to be paid to the Port Authority all Rentals and other payments then due and in arrears as specified in the Termination Notice, as well as all Rentals and other payments which may become due from the Lessee during the Termination Notice Period and of which the Recognized Mortgagee is given written notice by the Port Authority; and

(iii) complies or in good faith, with diligence and continuity, commences to comply with all nonmonetary requirements of this Agreement then in default and susceptible of being complied with by such Recognized Mortgagee. If the curing of any nonmonetary default requires the Recognized Mortgagee to obtain possession of the Premises, then the Recognized Mortgagee shall be deemed to have commenced in good faith to comply with the obligation of the Lessee with diligence and continuity, subject to the effects of any stay which may prevent it from so doing, if it has commenced and is prosecuting with due diligence proceedings to obtain such possession, whether through foreclosure of its Mortgage, an application for the appointment of a receiver or otherwise or, having obtained such possession, is then undertaking to comply with such obligation with due diligence.

(c) Procedure on Default.

(1) If the Port Authority elects to terminate the Lessee’s leasehold interest by reason of an Event of Default, and a Recognized Mortgagee shall have proceeded in the manner provided for by Section 14A.5(b) above, the specified date for the termination of the Lessee’s leasehold interest as fixed by the Port Authority in its Termination Notice shall be extended for a period of six (6) months, provided that such Recognized Mortgagee shall, during such six (6) month period, pay or cause to be paid the Rentals and other monetary obligations of the Lessee under this Agreement as the same become due and continue its good faith efforts to perform all of the Lessee’s other obligations under this Agreement as and to the extent provided in Section 14A.5(b) above, subject to the effects of any stay which may prevent it from doing so.

(2) If at the end of such six (6) month period such Recognized Mortgagee is complying with the foregoing paragraph (b), then, provided that such Recognized Mortgagee continues so to comply, this Agreement shall not then terminate, and the time for completion by such Recognized Mortgagee of the actions being taken by it pursuant to paragraph (b)(iii) above shall be extended for such additional period of time as may be required for the completion thereof with all due diligence, taking into account the effect of any stay which may prevent the Recognized Mortgagee from proceeding with such actions. Nothing in this Article 14A, however, shall be construed to extend the term of the letting hereunder beyond the Expiration Date or to require a Recognized Mortgagee to continue any foreclosure proceedings after completion of the cure of the default in respect of which the Termination Notice was issued. If such default is cured and the Recognized Mortgagee discontinues such foreclosure proceedings, this Agreement shall continue in full force and effect as if the Lessee had not defaulted under this Agreement.

(d) Recognized Mortgagee Need Not Cure Specified Defaults. Nothing herein contained shall require any Recognized Mortgagee or its designee, as a condition to its exercise of its rights under this Article, or any purchaser at a foreclosure sale, to cure any non—monetary default of the Lessee not susceptible of being cured by such Recognized Mortgagee, designee or purchaser (including, by way of example and not as a limitation, the Lessee’s filing of a bankruptcy petition, as described in Section 17.1(1) below) in order to comply with the provisions of this Section 14A.5.

Section 14A.6 Eminent Domain.

Unless prohibited by applicable law, each Recognized Mortgagee shall have the right to be a party in any condemnation or eminent domain proceeding affecting the Premises and/or the Building for the purpose of protecting its interest in such proceeding.

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