Lease and development agreement



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Section 17.2 Acceptance of Rental Not a Waiver.


No acceptance by the Port Authority of Rental, fees, charges or other payments in whole or in part for any period or periods after an Event of Default has occurred and while such Event of Default is continuing shall be deemed to be a waiver of the right on the part of the Port Authority to terminate the Lessee’s leasehold interest hereunder by reason of such Event of Default.

Section 17.3 Remedies.


The right to terminate a Lessee’s interest under this Agreement under the circumstances described in this Article shall be in addition to any other right of termination provided for in this Agreement and in addition to any other rights and remedies (other than termination) that the Port Authority would have at law or in equity consequent upon any breach of this Agreement by the Lessee, and the exercise by the Port Authority of any right of termination shall be without prejudice to any other such rights and remedies.

Section 17.4 Waiver of Jury Trial; Limitation on Counterclaims.


The Lessee waives its right to trial by jury in any summary proceeding or action that may hereafter be instituted by the Port Authority against the Lessee in respect of the premises and/or in any action that may be brought by the Port Authority to recover fees, damages, or other sums due and owing under this Agreement. The Lessee shall not interpose any counterclaim in any summary proceeding or action for non-payment of Rental that may be brought by the Port Authority unless such counterclaim is in the nature of a mandatory counterclaim (i.e., the claim of the Lessee would be waived if not brought as such a counterclaim).

Section 17.5 Right of Re—Entry.


The Port Authority shall, as an additional remedy upon the termination of this Agreement and the letting hereunder, have the right to reenter the Premises and every part thereof upon the effective date of termination without further notice of any kind, and may regain and resume possession either with or without the institution of summary or any other legal proceedings or otherwise. Such reentry, or regaining or resumption of possession, however, shall not in any manner affect, alter or diminish any of the obligations of the Lessee under this Agreement, and shall in no event constitute an acceptance of surrender.

Section 17.6 Waiver of Redemption.

The Lessee hereby waives any and all rights to recover or regain possession of the Premises and any and all rights of redemption granted by or under any present or future law, in the event it is evicted or dispossessed for any cause, or in the event the Port Authority obtains possession of the Premises in any lawful manner.

Section 17.7 Survival of Obligations.

In the event that this Agreement is terminated in accordance with the provisions of this Article, or in the event the Port Authority has re—entered, regained or resumed possession of the Premises in accordance with this Article, all of the obligations of the Lessee under this Agreement shall survive such termination, re-entry or regaining or resumption of possession and shall remain in full force and effect for the full term of this Agreement, and damages shall become due and payable to the Port Authority as set forth below. Notwithstanding anything to the contrary contained herein, all of the obligations of the Lessee with respect to Environmental Damages and Environmental Requirements shall survive the expiration or termination of this Agreement.

Section 17.8 Damages.


Immediately upon any termination and/or re-entry, regaining or resumption of possession in accordance with this Article, there shall become due and payable by the Lessee to the Port Authority, without notice or demand, as damages (which damages are not intended to be exclusive) the sum of the following:

(1) the amount of all then accrued and unpaid monetary obligations of the Lessee to the Port Authority under this Agreement as of the effective date of termination, re—entry or regaining or resumption of possession; and

(2) an amount equal to the cost to and the expenses of the Port Authority in connection with the termination, re-entry or regaining or resumption of possession, including legal expenses and costs, and brokerage fees and commissions in connection with any reletting of the Premises; and the Port Authority’s costs and expenses for putting the Premises in order, including without limitation cleaning, decorating and restoring (on failure of the Lessee to restore), and the Port Authority’s costs and expenses for the care and maintenance of the Premises, and the furnishing and equipping thereof during any period of vacancy; and

(3) in the event that on or before the effective date of termination, re—entry or regaining or resumption of possession, the Lessee has failed to perform and complete the design, construction and equipping of the Building to be constructed by the Lessee under this Agreement, an amount equal to the cost to and the expenses of the Port Authority in connection with the performance of such obligations, regardless of whether or not the termination, re-entry or regaining or resumption of possession is predicated upon the Lessee’s failure to perform such obligations, and all other monetary damages incurred by the Port Authority on account of the Lessee’s failure to perform such obligations. In any such event the Port Authority may itself perform or contract for the performance or completion thereof or may retain a third party to act as agent or representative in accomplishing the same and the costs and expenses of the agent or representative in addition to those of the Port Authority shall likewise be included in the amount of damages under this provision; and



(4) an amount equal to the then Present Value of all Rentals and other amounts payable by the Lessee pursuant to this Agreement for the entire term following the effective date of termination, re-entry or regaining or resumption of possession as originally fixed in this Agreement.
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