Lease and development agreement



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Section 14A.7 Casualty Loss.


A standard mortgagee clause naming each Recognized Mortgagee may be added to any and all casualty insurance policies required to be carried by the Lessee hereunder on condition that, subject to satisfaction of any conditions to disbursement set forth in the applicable loan documents, the insurance proceeds are to be applied in the manner specified in this Agreement, and the Mortgage shall so provide; provided, however, that the Mortgage may provide a manner for the disposition of such proceeds, if any, otherwise payable directly to the Lessee.

Section 14A.8 Estoppel Certificate.

The Port Authority shall, at any time and from time to time hereafter, within thirty (30) Business Days after written request by the Lessee to do so, certify to the Recognized Mortgagee or purchaser, or any other Person specified in such request, by written instrument duly executed and acknowledged by the Port Authority (such instrument, an “Estoppel Certificate”), as follows: (A) as to whether this Agreement has been supplemented or amended, and if so, the date and substance of each such supplement or amendment; (B) as to the validity, force and effect of this Agreement, as amended, in accordance with its tenor; (C) as to whether any notice has been sent, pursuant to Section 17.1 hereof, by reason of the occurrence of an Event or Default hereunder; (D) as to the existence of any offsets, counterclaims or defenses hereto on the part of the Lessee known to the Port Authority; (E) as to the commencement and expiration dates of the term of this Agreement; and (F) as to any other matters as may be reasonably so requested including, without limitation, the annual amounts of Basic Rental. The Port Authority shall provide Estoppel Certificates without charge not more than twice in any rolling one—year period; for each Estoppel Certificate provided by the Port Authority in excess of the foregoing frequency, the Lessee shall pay to the Port Authority a charge in the amount of One Thousand Dollars and No Cents ($1,000.00), such amount to be increased by the percentage increase in the Index as of the fifth (5th) anniversary of the Lease Commencement Date and each fifth anniversary thereafter.

Section 14A.10 Notices.


(a) Address. Notices from the Port Authority to a Recognized Mortgagee shall be mailed to the address furnished to the Port Authority pursuant to Section 14A.3 above, and those from the Recognized Mortgagee to the Port Authority shall be mailed to the address designated in or pursuant to the provisions of Article 24 hereof. In the event of any assignment of a Mortgage or in the event of a change of address of a Recognized Mortgagee or of an assignee thereof, notice of the new name and address shall be provided to the Port Authority.

(b) Manner. Such notices, demands and requests shall be given in the manner described in Article 24 and shall be governed by the provisions of that Article.


Section 14A.11 New Lease.


(a) New Lease. In the event of a termination of the Lessee’s leasehold interest, notwithstanding the fact that the Recognized Mortgagee may have had and did not exercise or properly exercise the right under Section 14A.5 hereof to prevent such termination, the Port Authority shall, in addition to any notice provided for in Section 14A.5 hereof, provide each Recognized Mortgagee with written notice that this Agreement has been terminated, together with a statement of all sums which would at that time be due by the Lessee under this Agreement but for such termination, and of all other defaults, if any, hereunder then known to the Port Authority. The Port Authority agrees to enter into a new lease (the “New Lease”) of the Premises with such Recognized Mortgagee for the remainder of the term of this Agreement, effective as of the date of termination of this Agreement, at the Rentals and upon the terms, covenants and conditions (excluding requirements which are not applicable or which have already been fulfilled) of this Agreement, provided that:

(i) such Recognized Mortgagee shall make written request upon the Port Authority for such New Lease within sixty (60) days after the date such Recognized Mortgagee receives the Port Authority’s Notice of Termination of this Agreement given pursuant to this Section 14A.11; and

(ii) such Recognized Mortgagee or its designee shall pay or cause to be paid to the Port Authority at the time of the execution and delivery of such New Lease any and all sums that would at the time of execution and delivery thereof be due pursuant to this Agreement but for such termination and, in addition thereto, all expenses, including attorney’s fees, that the Port Authority shall have incurred by reason of such termination and the execution and delivery of the New Lease and which have not otherwise been received by the Port Authority from the Lessee. The Port Authority shall give such Recognized Mortgagee written notice of all such sums, and neither the Recognized Mortgagee nor its designee shall be responsible for paying any such sum until it has been so notified of the amount thereof.

(b) Priority. Any New Lease made pursuant to this Section 14A.11 shall be prior to any mortgage or other lien, charge or encumbrance on the Premises, and the lessee under such New Lease shall have the same right, title and interest in and to the Premises and the Building as the Lessee had under this Agreement.

(c) More Than One Recognized Mortgagee. If more than one Recognized Mortgagee requests a New Lease pursuant to paragraph (a) of this Section, the Port Authority shall enter into such New Lease with the Recognized Mortgagee whose mortgage is prior in lien, or with the designee of such Recognized Mortgagee. The Port Authority, without liability to the Lessee or any Recognized Mortgagee with an adverse claim, may rely upon a mortgagee title insurance policy or title certificate issued by a responsible title insurance company doing business within the State of New York as the basis for determining the appropriate Recognized Mortgagee that is entitled to such New Lease.

(d) Space Leases. Following the termination of the Lessee’s leasehold interest, and until the right of a Recognized Mortgagee to obtain a New Lease pursuant to this Section 14A.11 has expired without being exercised, the Port Authority shall not terminate any sublease of space in the Building without the prior written consent of such Recognized Mortgagee.


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