Section 16.1 Rights Of Entry Reserved.
The Port Authority by its officers, employees, agents, representatives and contractors shall have the right at all reasonable times to enter upon the Premises for the purpose of inspecting the same (including without limitation performing periodic evaluations of, inter alia, the maintenance program, condition and code conformance’ of electrical, mechanical, structural and fire and life safety systems), for observing the performance by the Lessee of its obligations under this Agreement (including without limitation the Lessee’s obligations to comply with Requirements and Rules and Regulations), for the repair, rebuilding and maintenance of Port Authority utilities and infrastructure that may exist within or under the Premises, and for the doing of any act or thing that the Port Authority may, pursuant to the express provisions of this Agreement or pursuant to applicable law be obligated or have the right to do, provided that, other than in the case of an emergency, the Port Authority agrees to give the Lessee reasonable prior oral notice of its intention to enter any area of the Premises. The Lessee shall have the right to have a representative present during each entry on the Premises by the Port Authority. The Port Authority, in its capacity as landlord hereunder, agrees that it will not unreasonably interfere with the operation of the Premises during any such entry.
Section 16.2 Entry at End of Term.
At any time and from time to time during ordinary business hours within the twenty-four (24) months preceding the expiration of the letting hereunder, the Port Authority, through and by its agents and employees, whether or not accompanied by prospective tenants, occupiers or users of the Premises, shall have the right to enter the Premises for the purpose of exhibiting and viewing all parts of the same, provided that the Port Authority shall give the Lessee reasonable prior oral notice of its intention to enter the Premises to exercise the rights described in this Section. The Lessee shall have the right to have a representative present during each such entry. The Port Authority, in its capacity as landlord hereunder, agrees that it will not unreasonably interfere with the operation of the Premises during any such entry.
Section 16.3 No Eviction.
The exercise of any or all of the foregoing rights by the Port Authority and/or its agents in accordance with the provisions of this Article shall not be or be construed to be an eviction of the Lessee nor be made the grounds for any abatement of Rental nor any claim or demand for damages, consequential or otherwise.
ARTICLE 17. TERMINATION
Section 17.1 Events of Default.
If any one or more of the following events (each, an “Event of Default”) shall occur, that is to say:
(1) the Lessee becomes insolvent, or takes the benefit of any present or future insolvency statute, or makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy or a petition or answer seeking an arrangement or its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any other law or statute of the United States or of any State thereof, or consents to the appointment of a receiver, trustee or liquidator of all or substantially all its property; or
(2) a petition under any part of the federal bankruptcy laws or an action under any present or future insolvency law or statute is filed against the Lessee and is not be dismissed or vacated within ninety (90) days after the filing thereof; or
(3) by order or decree of a court, the Lessee is adjudged bankrupt or an order is made approving a petition filed by any of the creditors or stockholders of the Lessee seeking its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any law or statute of the United States or of any State thereof; or
(4) by or pursuant to any order or decree of any court or governmental board, agency or officer, a receiver, trustee or liquidator takes possession or control of all or substantially all the property of the Lessee, or any execution or attachment is issued against the Lessee or any of its property whereby possession of the Premises is taken by someone other than the Lessee, and any such possession or control continues in effect for a period of ninety (90) days; or
(5) the letting hereunder or a part or all of the interest or estate of the Lessee under this Agreement is sold, transferred, assigned, subleased, mortgaged, pledged, hypothecated, encumbered, conveyed, or shall pass to or devolve upon (by operation of law, by statute, or otherwise) any other Person, or if the Lessee merges or consolidates with or into any other Person, except as permitted pursuant to Articles 14 and 14A of this Agreement; or
(6) the Lessee is dissolved as the result of any act or omission of its partners, members or other principals, or any of them, or by operation of law or the order or decree of any court having jurisdiction, or for any other reason whatsoever, and following such dissolution the Lessee is not reconstituted or its business continued; or
(7) any lien is filed against the Premises because of any act or omission of the Lessee and is not removed, discharged, or bonded within sixty (60) days after the Lessee has received notice thereof; or
(8) the Lessee voluntarily abandons, deserts or vacates the entire Premises or discontinues its operations at the Premises; or the Lessee voluntarily abandons, deserts or vacates the entire Premises or discontinues its operation of the Hotel; or
(9) the Lessee ceases to be a Single Purpose Entity; or
(10) the Lessee fails duly and punctually to pay any Rental (including without limitation the Basic Rental and Percentage Rental), fee, charge or other sum payable hereunder to the Port Authority within ten (10) days after receipt of notice of such default from the Port Authority; or
(11) (x) the Hotel Management Agreement and/or the Franchise Agreement, as the case may be, expires or is terminated, or (y) a notice of termination of the Hotel Management Agreement and/or Franchise Agreement, as the case may be, has been given, or (z) the Hotel Management Agreement and/or the Franchise Agreement, as the case may be, has not been renewed or extended at least thirty (30) days prior to its expiration date; or
(12) the Lessee fails to keep, perform and observe any other promise, covenant and agreement set forth in this Agreement on its part to be kept, performed or observed within thirty (30) days after receipt of notice of default thereunder from the Port Authority (or, in the case of any obligation which requires more than a period of thirty (30) days for its performance with due diligence, if the Lessee fails to commence to perform whatever may be required for fulfillment of such obligation within thirty (30) days after receipt of such notice or, having so commenced performance, thereafter fails diligently to continue and complete such performance);
then (x) upon the occurrence of any such Event of Default or at any time thereafter during the continuance thereof, the Port Authority may, subject to the rights of any Recognized Mortgagee, upon ten (10) days’ written notice terminate this Agreement, effective upon the date specified in such notice. Each such right of termination and the exercise thereof shall be and operate as a conditional limitation.