Lease and development agreement

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(c) Temporary Taking of All or Any Part of the Premises.

(1) If the temporary use of the whole or any part of the Premises shall be taken for any public or quasi-public purpose by any lawful power or authority pursuant to a Taking or by agreement between the Port Authority and such lawful power or authority, (w) the Lessee shall give prompt notice thereof to the Port Authority, (x) the Term shall not be reduced or affected in any way and (y) the Lessee shall continue to pay in full all rentals payable by the Lessee hereunder without reduction or abatement except as set forth in paragraph (c)(2) below.

(2) If a temporary Taking covers all or a Material Part of the Premises, then the Lessee and the Port Authority shall each have an option, exercisable by notice given within ten (10) days after the Date of Taking, to suspend the term of the letting of such of the Premises as are not so taken during the period of the Taking, and, in that event, the rentals for such portion of the Premises not so taken shall abate pro rata for the period of the suspension.

(d) Lessee’s Cooperation.

The Lessee shall execute any and all documents that may be reasonably required in order to facilitate collection by the appropriate party of awards or payments covered by this Section.

(e) Condemnation Claims by the Lessee.

To the extent a condemnation claim by the Lessee shall not diminish any claim, award, compensation or damages of or to the City or of or to the Port Authority on account of any condemnation and such condemnation claim is permitted by Section 23 of the Basic Lease, the Lessee may file a claim in a condemnation proceeding.


(a) No Greater Rights.

The letting shall, in any event, terminate with the termination or expiration of the Basic Lease, such termination to be effective on such date and to have the same effect as if the Term had expired on that date. The rights of the Port Authority in the Premises are those granted to it by the Basic Lease, and no greater rights are granted to the Lessee than the Port Authority has power thereunder to grant.

(b) Specific Basic Lease Requirements.

In accordance with the provisions of the Basic Lease, the Port Authority and the Lessee hereby agree as follows:

(1) This Agreement is subject and subordinate to the Basic Lease and to any interest superior to that of the Port Authority;

(2) The Lessee shall not pay rent or other sums under this Agreement for more than one (1) month in advance (excluding security and other deposits required under this Agreement);

(3) With respect to this Agreement, the Lessee on the termination of the Basic Lease will, at the City’s option, attorn to, or enter into a direct lease on identical terms with, the City;

(4) The Lessee shall indemnify the City, as a third party beneficiary, with respect to all matters described in Section 31 of the Basic Lease;

(5) The Lessee shall not use the Premises or any other portion of the Airport for any use other than as permitted under the Basic Lease;

(6) The Lessee shall use, operate and maintain the Premises in a manner consistent with the Port Authority’s obligations under Section 28 of the Basic Lease;

(7) The failure of the Lessee to comply with the foregoing provisions shall be an event of default under this Agreement, which, after the giving of reasonable notice, shall provide the Port Authority with the right to terminate this Agreement and exercise any other rights that the Port Authority may have as the landlord hereunder; and

(8) The City shall be named as an additional insured or loss payee, as applicable, under each policy of insurance procured by the Lessee pursuant to this Agreement.


Section 20.1 Licenses and Permits.

The Lessee shall procure and maintain in effect throughout the term of the letting under this Agreement all licenses, certificates, permits or other authorization from all Governmental Authorities having jurisdiction over the operations of the Lessee which may be necessary for the conduct of its operations in and on the Premises; provided, however, that all Construction Plan approvals and any construction, building or occupancy permit(s) with respect to the construction of the Project or occupancy of the Premises shall be subject to the jurisdiction of the Port Authority, as provided under the provisions of Article 5 of this Agreement, including without limitation Section 5.3.

Section 20.2 Compliance with Requirements.

The Lessee shall promptly:

  1. comply with the provisions of any and all Requirements; and

cure all violations or notices of non-compliance, whether formally filed against the Premises or set forth in any summons, notice of violation, warning notice or other legal process for the enforcement of any such Requirements,

which may pertain or apply to its operations on the Premises or its occupancy of the Premises, including any such that apply to construction, maintenance, health and fire protection and which would be applicable if the owner of the Premises were a private corporation. The Lessee shall deliver to the Port Authority promptly after receipt a true copy of any such notice of violation, warning notice or other legal process requiring the performance of construction. The Lessee shall make any and all structural and non—structural improvements, alterations or repairs of the Premises and perform all Remediation (except to the extent this Agreement provides that the Lessee does not have the obligation to Remediate) in order to fully satisfy the compliance obligations set forth herein.

Section 20.3 Effect of Port Authority Immunity.

No immunity or exemption of the Port Authority from the application to itself of any Requirement shall excuse compliance or be grounds for noncompliance on the part of the Lessee, and no provisions of this Article shall constitute a waiver of such immunity or exemption.

Section 20.4. Rules and Regulations.

The Lessee covenants and agrees to observe and obey (and to require its officers, members, employees, agents, representatives to observe and obey, and to require contractors, customers, guests, invitees and those doing business with it to observe and obey) all Rules and Regulations.

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