(1)

In this Agreement, unless expressly provided otherwise:

(a)

Capitalized terms used but not defined in this Agreement have the meanings given to such terms in the Lease Agreement;

(b)

headings are for convenience only and do not affect interpretation;

(c)

a reference to any agreement, instrument or other document is to that agreement, instrument or other document as amended or supplemented from time to time;

(d)

a reference to this Agreement or any other agreement includes all exhibits, schedules, forms, appendices, addenda, attachments or other documents attached

(e)

a reference to an Article, Section, subsection, clause, exhibit, schedule, form or appendix is to the Article, Section, subsection, clause, exhibit, schedule, form or appendix in or attached to this Agreement;

(f)

a reference to a Person includes a Person’s permitted successors and assigns;

(g)

a reference to a singular word includes the plural and vice versa (as the context requires);

(i)

the word “or” is not exclusive;

(j)

an obligation to do something “promptly” means an obligation to do so as soon as the circumstances reasonably permit, avoiding any unreasonable delay; and

(2)

This Agreement is not to be interpreted or construed against the interests of a Party merely because that Party proposed this Agreement or some provision of it or because that Party relies on a provision of this Agreement to protect itself.

(3)

The Parties acknowledge and agree that:

(b)

each Party has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions of this Agreement; and

(c)

if there is an ambiguity in or Dispute regarding the interpretation of this Agreement, this Agreement will not be interpreted or construed against the Party preparing it.

2.1

Term

(1)

The term of this Agreement (“Term”) shall commence on the Effective Date and shall terminate and expire without notice to the Contractor on the date that is 10 years after the earlier of (i) the completion date of the final Phase that the Operator constructed pursuant to the terms of the Lease Agreement and (ii) the date set forth in the Baseline Schedule for completion of Phase B2, and in any event shall not be later than October 31, 2039 (said date and time, as it may be extended pursuant to paragraph (3) of this Article, hereinafter

(2)

The Operator shall deliver all Premises in each Phase to the Contractor in the Required Delivery Condition at least one-hundred eighty (180) days prior to the anticipated Phase Opening Date for such Phase. In the event that all Premises in a Phase is delivered in the Required Delivery Condition less than 180 days prior to the Phase Opening Date, and as a result, all concessions in such Phase are not able to be opened contemporaneously with such Phase Opening Date, the Term may, at the sole option of the Contractor, be extended for a number of days equal to the number of days between the Scheduled Phase Opening Date for such Phase (without giving effect to any extensions thereof that may be permitted or granted under the Lease Agreement) and the Concessions Opening Date for such Phase.

(4)

Upon the exercise by Contractor of its option to extend as aforesaid, no execution by either Party of any other document or instrument shall be required to effect such extension of the Term of this Agreement; provided, however, a supplement to the Consent to MCDA shall be a condition precedent to the effectiveness of any such extension.

2.2

Conditions to the Effective Date

(2)

Attornment. Prior to, and as a condition to, the effectiveness of any pledge or assignment of this Agreement to any Lender, the Operator shall cause such Lender to execute and deliver a recognition, non-disturbance and attornment agreement, by and between the Lender and Contractor, in form and substance reasonably satisfactory to the Contractor (each, a “Lender RNDA”).

2.3

Compliance with Lease Agreement

(3)

Lease Provisions Incorporated into this Agreement The Contractor agrees to the matters set forth in Schedule 2 (Additional Mandatory Sublease Provisions), which forms part of this Agreement.

(4)

Amendments, Supplements and Other Modifications to the Lease Agreement. No amendment, supplement or other modification to the Lease Agreement shall be applicable to the Contractor’s obligations under this Agreement until such time as the Contractor has been provided reasonable notice of such amendment, supplement or other modification. If any proposed amendment, supplement or other modification to the Lease Agreement constitutes a Port Authority Change, Section 3.1(10) of this Agreement shall apply. If any proposed amendment, supplement or other modification to the Lease Agreement does not constitute a Port Authority Change, the Operator shall provide (to the extent provided to the Operator by the Port Authority) to Contactor with reasonable prior written notice of such proposed amendment, supplement or other modification to the Lease Agreement, and afford Contractor a reasonable period of time to assess the potential adverse effects of such amendment, supplement or modification to the Lease Agreement on the Contractor’s rights and obligations under this Agreement. The Operator shall consult with the Contractor prior to the effectiveness of any such amendment, supplement or other modification to the Lease Agreement, and shall use commercially reasonable efforts to address and resolve any concerns or issues identified by the Contractor. To the extent that any such amendment, supplement or modification of the Lease Agreement has the effect of amending or modifying this Agreement or the Contractor’s rights and obligations hereunder in any material respect without the Contractor’s written consent, then the Parties shall negotiate in good faith over a period of up to sixty (60) days [**]

(5)

Survival. The Contractor’s obligation to comply with the Lease Agreement in accordance with Section 2.3(3) shall survive the expiration or earlier termination of this Agreement with respect to obligations arising or accrued prior to such expiration or termination.

(6)

The Contractor shall not use the Premises hereunder for any use other than as permitted under the Basic Lease.

(7)

The Contractor shall use, operate, manage and maintain the Premises in a manner consistent with the Port Authority’s obligations under the first sentence of Section 28 of the Basic Lease.

(1)

The Operator hereby grants to the Contractor (i) the spaces at Terminal One shown in Exhibit C and hereby made a part hereof, subject to and on the terms and conditions set forth in this Agreement; and (ii) the areas of the Concession Storage Facilities shown in Exhibit C attached hereto and hereby made a part hereof, such areas being collectively referred to as the “Premises”, in each case with such grant commencing when the Operator delivers such areas to Contractors in accordance with this Section 3.1.

(2)

The Operator shall deliver all Premises in each Phase substantially in accordance with the conditions set forth on Exhibit I, ready for further build out, with infrastructure, meters and connections for all necessary utilities, including without limitation hot and chilled water, potable water, gas, steam, water and sewage, electricity, exhaust, data (LAN and WLAN networks) fiber and distributed antenna systems available (the “Required Delivery Condition”).

(3)

Concession Storage Facilities delivered by the Operator to the Contractor shall be secure, appropriately climate-controlled and sufficient for the benefit of the Concession Sublessees that the Contractor contracts with on Operator’s behalf.

(4)

If the Operator at any time or times during the Term determines in its sole and absolute judgment that it requires any one or more portions of the Premises including without limitation any space which constitutes Concession Storage Facilities in order to meet or help meet governmental requirements, or in connection with its operation of Terminal One, or in connection with or to facilitate or improve operations in, of, or at Terminal One, or for one or more aircraft operators using the same, or to better accommodate the needs or interests of the public, then the Operator shall have the right to remove such space from the Premises which are the subject of this Agreement, provided that the Operator has reimbursed Contractor for one hundred percent (100%) of the Contractor Investment applicable to and invested in such removed space and 100% of any termination, breakage or similar payments that Contractor is required to pay Concession Sublessees affected by such removal (which may include reimbursement of capital investments by such Concession Sublessees). No such removal shall result, or be deemed to result, in a reduction or diminishment in any way of the Contractor’s responsibilities hereunder, [**]

(5)

Subject to the terms and conditions of this Agreement and the Port Authority’s rights under the Lease Agreement, the Contractor shall provide peaceful and quiet enjoyment of the Premises to the Concession Sublessees for the Term without hindrance or interruption by the Operator or any other Person lawfully or equitably claiming by, through or under the Operator. For purposes of this paragraph, the Port Authority shall not, by virtue of its third-party beneficiary rights or otherwise, be or be deemed to be a Person lawfully or equitably claiming by, through or under the Operator.

(6)

In the event that the Premises are subject to casualty or condemnation on account of destruction or damage and the Operator has not notified the Contractor of its intention to restore, replace or rebuild the Premises within ninety (90) days of such occurrence (as may be reasonably extended by the Operator for an additional thirty (30) days), the Operator shall reimburse the Contractor for any remaining unamortized Contractor Investment (or applicable portion thereof if less than the entire Premises is affected), calculated on a straight-line basis.

(7)

The Operator acknowledges that the Project as described in the Lease Agreement as of the Effective Date, and the Operator’s obligation to design and construct the Project in accordance with the Lease Agreement as in effect on the Effective Date and the Concession Design (including the Indicative Concessions Layout), are a material inducement to the Contractor’s execution, delivery and performance of its obligations under this Agreement. The Operator agrees that, subject to Section 3.1(10), below, it shall not request, agree to, make or implement any change to the nature of the Project as a world class international airport terminal or any material change to any Phase of the Project without the prior written consent of the Contractor if such change is inconsistent with the Indicative Concessions Layout or could reasonably be expected to adversely affect the quantum, quality, location, visibility or accessibility of the Concessions Program.

(8)

In addition to Section 3.1(7), above, the Operator acknowledges and agrees that the “Red Boundary” areas identified on the Indicative Concessions Layout outline critical areas

(9)

If the Operator makes any change to the nature of the Project or the capacity or general configuration of any Phase of the Project in violation of Section 3.1(7) or Section 3.1(8) of this Agreement, or otherwise interferes with or impedes the Contractor’s development and implementation of the Concessions Program in a manner that is consistent with the Concession Design, including by withholding, delaying or conditioning any consent of the Operator required under this Agreement, unless such change constitutes a Port Authority [**]

(10)

Equivalent Project Relief.

(vii)

If, for any reason, the Contractor fails to prosecute an EPR Claim within the time period required herein, the Contractor shall be deemed to have irrevocably and forever waived and released such EPR Claim or right to any adverse effects on costs, expenses and liabilities attributable to the corresponding Port Authority Change that the Contractor may otherwise have been able to claim hereunder as an EPR Claim.

(1)

The Contractor is hereby retained and hired by the Operator, on an exclusive basis, to perform, subject to and in accordance with all of the terms and conditions of this Agreement, and the Contractor hereby agrees to perform, on an exclusive basis, the services set forth on Exhibit A (the “Services”) in the Premises. The Contractor shall perform the Services in accordance with Best Management Practices and the Comprehensive Concessions Plan and the other requirements and standards specified under the Lease Agreement at all times. The Operator shall provide Contractor with full access to all areas within and around Terminal One as may be reasonably necessary to permit the Contractor to perform its obligations and exercise its rights under this Agreement, in all cases subject to and in accordance with the applicable terms and conditions of the Lease Agreement and this Agreement. The Operator covenants and agrees that it shall not retain or hire any other Person to perform, or permit any other Person to perform, the Services during the Term of this Agreement.

(2)

Design Finishes Standards and Guidelines

(a)

[**] Such collaboration shall include meetings and workshops among the Parties and their respective designated representatives no less than once per month.

(b)

The Design Finishes Standards and Guidelines shall be subject to the Contractor’s approval (such approval or any objection or conditioned approval to be provided

(c)

[**]

(d)

In the event that the Operator (acting reasonably) or the Port Authority reject any condition set forth under any Contractor’s conditioned approval, or disregard any objection raised by the Contractor, as set forth above, the Contractor may modify its conditions for Contractor’s approval of the applicable portion of the Design Finishes Standards and Guidelines no later than the earlier of the date that is (i) five (5) Business Days of the date of such Operator’s rejection and (ii) such shorter date as may be required to meet the design schedule for the applicable Phase (but in no event less than one (1) Business Day). For the avoidance of doubt, if the Contractor does not modify such conditions for Contractor’s approval of the applicable portion of the Design Finishes Standards and Guidelines within the said time frames, any such conditions or objections shall be disregarded and the applicable portion of the Design Finishes Standards and Guidelines most recently approved by the Operator and the Contractor shall apply (subject to the Port Authority’s right to reject the Contractor’s conditions or objections pursuant to this Section 3.2(2)). (x) [**]

(e)

[**]

(f)

[**]

(g)

At either Party’s request, the Contractor shall participate in discussions with the EDRC and related processes relating to the Concessions Program, and the Operator shall use commercially reasonable efforts to ensure such participation if requested; provided, however, that the Contractor shall not participate in discussions with the EDRC if such participation is not permitted or approved by the Port Authority or any other authorized member of the EDRC.

(3)

The Contractor shall have the right, in consultation with the Operator, to make design-related decisions and to lead on the second-level (non-structural) design of the commercial areas of the Premises, which may include passenger flow through commercial areas and environment design, concession space planning layouts/sizes and uses and merchandising, in all cases consistent with the Concession Design.

(4)

[**] The Contractor shall have the right, in consultation with the Operator and subject to the approval of the Port Authority to the extent required pursuant to the terms of the Lease Agreement, to select and direct design and advisory firms hired in connection with the Concession Design. Notwithstanding the foregoing, to the extent the Concession Design impacts any aspect of the operations of Terminal One, it shall be subject to the prior approval of the Operator.

(5)

If the number of Actual Enplaned Passengers exceeds the Maximum Enplanement Threshold, the Contractor and the Operator will mutually agree to expand the footprint of the Concessions Program as permitted by the Lease Agreement.

(6)

The Contractor agrees that nothing in this Agreement shall be deemed to imply that the Contractor has the right to make any alteration, demolition, installation, addition or improvement to any portion of the Premises, structural or non-structural, exterior or interior, except pursuant to the TCAP Process. Title to any improvements made by Contractor shall vest in The City of New York upon installation of the same in accordance with the provisions of the Basic Lease.

(7)

The rights of the Port Authority in the Premises are those granted to it by the Basic Lease, and no greater rights are granted or intended to be granted to the Contractor than the Port

(8)

Port Authority Permits. The Contractor shall be prohibited from performing any activity or services at the Airport in connection with this Agreement for which the Port Authority requires the issuance of a Port Authority permit providing for payment of fees to the Port Authority unless the Contractor obtains such a Port Authority-issued permit if so required by and consistent with Applicable Law, Applicable Standards and/or Port Authority policy and pays such fees thereunder. If the Contractor performs any such activity or services at the Airport in connection with this Agreement without, or prior to, obtaining a Port Authority-issued permit in contravention of this Section 3.2(8), the Contractor shall pay any such fees due and payable to the Port Authority pursuant to such permit for any activity or services at the Airport performed without, or prior to, obtaining such permit; provided that payment of such fees shall not absolve the Contractor from the obligation to diligently take any and all action necessary to obtain such Port Authority-issued permit or to cease its permit-required activities immediately upon being advised that such a Port Authority permit shall not be granted.

(9)

The Contractor may make arrangements for the performance of services and functions only by organizations at the Airport authorized by lease, permit, contract or other Port Authority agreement to perform such services or functions.

(10)

Port Authority Reserved Uses. Section 74 of the Lease Agreement describes the Reserved Uses which are reserved therein to the Port Authority. The Contractor acknowledges that it has received, read and understands such provisions and agrees that it shall not take any action, or omit to take any action, which would result in a breach of the provisions of Section 74 of the Lease Agreement, which are incorporated by reference into this Agreement as if more fully set forth herein, including reservation by the Port Authority exclusively to itself and its designees of the right to implement, operate and maintain (i) any public or airline passenger-related transit facility on any portion of the Premises, and (ii) facilities, uses and services not currently contemplated or provided for in this Agreement, including hotel accommodations (the “Port Authority Reserved Uses”).

(11)

Operator Reserved Uses. As between the Operator and Contractor, the Operator hereby reserves exclusively to itself and its designees the right to implement, conduct, control and receive any fees, rents or profits, with respect to any and all uses (including advertising, subject to the terms of the Lease Agreement), operations or installations within the Common Use Lounges (the “Operator Reserved Uses”).

(1)

The Contractor shall employ a full time, trained professional staff at all times during the Term of sufficient size, expertise, ability, suitability and experience to carry out its responsibilities hereunder. This shall include, but not be limited to, employing at the Premises, on full-time basis a general manager and one or more assistants, the employment thereof shall be made in accordance with Best Management Practices in Contractor’s

(2)

The Contractor shall have the power and authority to perform the Services and other obligations under this Agreement, and to exercise its rights under this Agreement, on behalf of the Operator, but shall have no power or authority to amend or modify the Lease Agreement (and shall not be a third party beneficiary of the Lease Agreement) or any agreement embodying a Port Authority consent. In all events, an employee of the Contractor with managerial authority shall be available each day during standard business hours, 8:30am – 5:30pm, to meet with Operator and Port Authority representatives in person at the Premises and available at other times by telephone, with the ability in an Emergency relating to the Concessions Program to arrive at the Airport within two (2) hours after being called.

(3)

Neither the Contractor nor any Affiliate thereof shall conduct or have any interest whatsoever in any entity conducting a consumer service operation in any concession area, unless the Port Authority has explicitly approved in writing specific exceptions after having been furnished such information as it may require and subject to such qualifications, conditions, limitations and restrictions as part of any such approval.

(4)

The Operator shall not knowingly either employ or permit the employment of any management, supervisory or other personnel of the Operator (including but not limited to the Contractor or any Subcontractor, representative or agent of the Operator), whose employment constitutes a conflict of interest or whose actions are inconsistent with the highest level of honesty, ethical conduct or public trust or are adverse to the public interest. Notwithstanding the foregoing, the Operator shall be under no obligation to refrain from hiring any Person if to do so would be a violation of Applicable Law, or to terminate any Person if to do so would be a violation of Applicable Law or of any applicable right of such Person, contractual or otherwise.

(1)

To the extent the Contractor requires access to Port Authority information considered Protected Information, the Operator may provide Contractor with such access subject to

(1)

The Contractor-Related Entities may be required to perform Services that would require access to security restricted areas, including Secured Areas. In the event any Contractor-Related Entity or any of the Contractor’s personnel requires access to any security restricted area, including any Secured Area, such Contractor-Related Entity or personnel shall obtain an airport security identification card as required under 49 C.F.R. §1542.205-213 prior to accessing any security restricted area, and the Contractor shall cause the Contractor-Related Entities to comply with the foregoing (the “Badged Personnel”).

(2)

The Operator, in accordance with Port Authority requirements, will require the Contractor to observe certain security procedures with respect to Secured Areas, which may include Contractor personnel (other than Badged Personnel) being escorted to, at, or from Secured Areas by Badged Personnel or other persons who have an airport security identification card as required under 49 C.F.R. §1542.205-213.

(3)

The Contractor shall notify the Operator at least forty-eight (48) hours prior to any proposed performance of Services in a Secured Area, unless the performance of such Services is carried out by Badged Personnel only.

(4)

The Contractor shall conform to the security procedures and protocols that the Operator may establish from time to time (whether by the direction of the Port Authority or otherwise) for accessing Secured Areas and escorting personnel. Before performing any Service, the Contractor shall request a description from the Operator of the Secured Areas that will be in effect on the date the work or service is to commence.

(5)

The Operator may amend the areas that are designated Secured Areas at any time during the Term and, except in cases of Emergency or a life, health, security, safety, environmental or operational deficiency or hazard, upon no less than ten (10) Business Days prior written notice to Contractor.

(6)

The Operator reserves the right to deny access to certain documents, sensitive security sites and facilities (including rental spaces) to any Person that declines or fails to abide by the Operator’s or Port Authority’s security procedures and protocols, any Person with a criminal record with respect to certain crimes or who may otherwise pose a threat to life, health, safety or security at the Terminal One specifically or at the Airport generally. The Operator also reserves the right to impose multiple layers of security requirements on the Contractor depending upon the level of security required, and may amend these requirements in its absolute discretion.

(7)

The Port Authority or the Operator may conduct random or scheduled examinations of business practices under this Section 3.5 in order to assess the extent of compliance with security requirements, Protected Information, procedures, protocols and practices, which may include, but are not limited to, verification of background check status, confirmation of completion of specified training, or a site visit to view material storage locations and protocols (or any combination); provided that to the extent such examinations are not mandated or performed by the Port Authority or any Governmental Authority each of

(1)

The Contractor shall submit to the Operator (and the Operator shall submit to the Port Authority), no later than 365 days after the Effective Date, the Implementation Plan, which shall be consistent and compatible with (i) the Lessee’s Basis of Design, (ii) the Pro Forma Concessions Plan, (iii) the covenants set forth under Article 11, as applicable, (iv) the Form of Concession Sublease and (v) the Form of Consent to Concession Sublease.

(2)

The Implementation Plan shall include, among other things, a concept of operations and Actual Enplaned Passenger minimum boarding time strategy, jointly developed by the Parties, to maximize the Dwell Time and mitigate any impact of hardstand operations on Gross Rents. The Implementation Plan shall endeavor to achieve an Actual Enplaned Passenger boarding time of (i) during a Peak Period, seventy-five (75) minutes or less, and (ii) other than during a Peak Period, sixty (60) minutes or less.

(a)

Each of the Operator and the Port Authority shall be entitled to review and comment on the Implementation Plan and shall provide comments thereon (including comments regarding any deviations from (i) the Lessee’s Basis of Design, (ii) the Pro Forma Concessions Plan and (iii) the covenants set forth under Article 11, as applicable) or its approval thereto within sixty (60) days of receipt. The Contractor shall promptly address any of the Operator’s and the Port Authority’s comments made to the Implementation Plan.

(b)

The Contractor shall undertake all aspects of quality assurance and quality control in accordance with the approved Implementation Plan, this Agreement, Applicable Law, and Best Management Practices.

(c)

The Contractor shall cause each of its Subcontractors at every level to comply with the applicable requirements of the approved Implementation Plan.

(3)

The Contractor shall, in consultation with the Operator, draft the Comprehensive Concessions Plan required to be delivered by the Operator to the Port Authority under Section 20(d) of the Lease Agreement and shall prepare drafts of all written reports to be delivered in connection with such Comprehensive Concessions Plan or updates thereto. The Contractor shall not submit any draft of the Comprehensive Concessions Plan or any amendment, restatement, supplement or other modification thereto to the Port Authority without the Operator’s approval.

(4)

The Contractor and the Operator agree to cooperate in establishing and maintaining a coordination committee, whose function and members may change from time to time, throughout the Term, which will meet bi-weekly to review and discuss the Contractor’s Implementation Plan. Such committee shall also evaluate proposed Concession Sublessees selected by the Contractor against the general concept and commercial strategy of the then effective Comprehensive Concessions Plan. The Operator will have an approval right over

(5)

In addition to and without limiting any other term or provision of this Agreement, it is hereby agreed that the Contractor shall, throughout the Term, comply with the Responsible Contractor Policy attached hereto as Exhibit F.

(1)

From time to time during the Term, the Operator shall conduct or cause to be conducted customer service surveys on-site at the Terminal, provided that the Operator shall conduct such customer service surveys in a manner that does not unreasonably interfere with the Contractor’s exercise of its rights or performance of its obligations under this Agreement. The Contractor shall not unreasonably interfere with, obstruct, delay or otherwise hinder the process of taking such surveys. Moreover, the Contractor shall participate and cooperate with the Operator and its designees with regard to such surveys, including but not limited to making space available, providing surveys to concession customers for completion, collecting surveys upon completion and delivering the same to the Operator, and otherwise undertaking managerial and administrative functions requested by the Operator related to concessions survey-taking. The Operator shall reimburse Contractor for all documented reasonable costs and expenses incurred by or on behalf of Contractor (if any) in connection with the above-described participation and cooperation.

(2)

The Contractor shall provide for training in concessions customer service techniques and other concession-related matters for its staff on a quarterly basis, and perform such other concessions customer service functions as may be identified in Exhibit A attached hereto.

(3)

The Contractor acknowledges that it has been advised that the Port Authority currently anticipates developing, or causing to be developed, a Digital Engagement Platform for use throughout the airport or portions thereof (a “PA DEP”) which the Contractor acknowledges is a Port Authority Reserved Use. The Contractor acknowledges that the Port Authority and the Operator shall continue to discuss the timing and development of a PA DEP prior to Phase A DBO and any alternatives for the Terminal One should the Port Authority elect to not develop a PA DEP.

(1)

the Operator, in consultation with the Contractor, will implement a system at Terminal One to collect general passenger data as described in Section 3.9(2) below with respect to

(2)

the Operator will collect data on flight destinations, load factors and other similar passenger data it receives from airlines in a manner consistent with past practice as it, in its discretion, deems useful and appropriate to Contractor in connection with administering the Concessions Program under this Agreement (all such data, the “Operator Data”) and, as between the Operator and the Contractor, the Operator shall own all rights in the Operator Data;

(3)

the Contractor will, in consultation with the Operator, collect data on sales transactions by Concession Sublessees required by Section 3.10(1) of this Agreement, and will use commercially reasonable efforts to collect certain other data on sales transactions by Concession Sublessees that will be defined and updated from time to time by the Contractor in the Comprehensive Concessions Plan, subject to the Operator’s reasonable approval, which may include passenger behavior and count, passenger engagement with brand experience and other similar data points as it may deem useful and appropriate in connection with administering the Concessions Program under this Agreement (the “Contractor Data”) and, as between the Operator and the Contractor, the Contractor shall own all rights in the Contractor Data, which shall, in no event, include Operator Data;

(4)

the Operator hereby grants the Contractor a non-exclusive, royalty-free, non-transferable (except in connection with an assignment permitted pursuant to Section 24.7), non-sublicenseable (except in connection with a sub-contract authorized pursuant to Section 24.7), license for the Term to use the Operator Data to the extent useful to the Contractor in administering the Concessions Program under this Agreement, and the Contractor hereby grants the Operator a non-exclusive, royalty-free, non-transferable (except in connection with an assignment permitted pursuant to Section 24.7), non-sublicenseable, license for the Term (and, thereafter, in accordance with Section 21.1(5)) to use the Contractor Data to the extent related to the operation of Terminal One;

(1)

[**]

(a)

[**]

(c)

Adjusted Gross Rents for the immediately preceding calendar month then ended: and

(d)

Documentation and data showing compliance with Schedule E (Affirmative Action; Equal-Opportunity; Minority Business Enterprise, Women-Owned Business Enterprise Requirements) to the Lease Agreement.

(2)

[**]

(a)

[**]

(b)

[**]

(c)

[**]

(d)

[**]

(1)

[**]

(2)

[**]

(3)

[**]

(1)

Without limiting the generality of Exhibit A, the Contractor as part of its performance of the Services, shall ensure that the Concessions Program will at all times during the term best serve the public needs consistent with other world class international airports by providing a diverse offering of Concession Sublessees.

(2)

Contractor shall enter into, and have full power and authority to administer, Concession Subleases and exercise all rights and remedies of Contractor thereunder, including without limitation to terminate any Concession Subleases in accordance with its terms, to amend or extend any Concession Subleases, to waive, surrender, compromise or jeopardize any right or privilege of the Contractor under or with respect to any Concession Subleases, or to pursue any remedies or relief to which the Contractor shall be entitled thereunder or as a matter of law, including but not limited to accepting any compromise or settlement of an arrearage; provided, that such power and authority will be limited by the terms of the Lease Agreement as it relates to ACDBE Concession Sublessees pursuant to Section 20(d)(12) of the Lease Agreement.[**]

(3)

The Contractor’s Services shall include negotiation of and entry into Concession Subleases(using the form attached hereto as Exhibit O (Form of Concession Sublease) and meeting the other requirements of the Lease Agreement and otherwise in form satisfactory to the Operator and consented to by the Port Authority) directly with Concession Sublessees, coordination of Concession Sublessees’ design and construction work, and negotiation of

(4)

Notwithstanding that the Concession Subleases will be entered into between the Contractor and the Concession Sublessees, each such Concession Sublease will provide that, upon termination of this Agreement for any reason, and so long as the Lease Agreement remains in full force and effect, the Concession Sublease will automatically be assigned to the Operator.

(1)

Trash and Recycling. The Contractor shall, or shall cause Concession Sublessees to, remove daily from the Premises by means provided by the Contractor all garbage, debris and other waste material (solid or liquid) arising out of or in connection with the Concessions Program, and any such garbage, debris and other waste material not immediately removed shall be temporarily stored in a clear and sanitary condition, approved by the Operator and shall be kept covered except when filling or emptying them. The Contractor shall, and shall cause each Concession Sublessee to, exercise care in removing such garbage, debris and other waste materials from the Premises. The manner of such storage and removal shall always be subject in all respects to the continued approval of the Operator and any applicable provisions of the Lease Agreement. No equipment or facilities of the Operator shall be used in such removal unless with its prior consent in writing. No such garbage, debris or other waste materials shall be or be permitted to be thrown, discharged or disposed into or upon the waters at or bounding the Premises, Terminal One or the Airport. Without limiting any other obligation of the Contractor hereunder, the Contractor shall, and shall cause each Concession Sublessee to, comply with the commitment of the goal of zero waste to landfill at Terminal One in accordance with Applicable Law, Governmental Approvals, Applicable Standards and the terms of the Lease Agreement.

(2)

Maintenance and Repairs. The Contractor shall use commercially reasonable efforts to ensure that each Concession Sublessee performs preventive maintenance by regularly cleaning, repairing and maintaining (other than structurally): (x) all grease traps in all drainage pipes exclusively used in its operations at the Premises, whether such pipes are located on the Premises or elsewhere at Terminal One, and (y) all kitchen exhaust ducts including the replacement of all filters where such ducts are exclusively used by each

(3)

Utilities.

(a)

Common Usage. The Operator shall install the necessary infrastructure and equipment for the supply of, and Contractor shall provide each Concession Sublessee, with access to, all necessary utilities including without limitation hot and chilled water, potable water, gas, steam, water and sewage, electricity, exhaust, data (LAN and WLAN networks) fiber and distributed antenna systems at the Premises where appropriate, to be used on a common basis among Concession Sublessees, all such installation to be without charge to the Contractor or the Concession Sublessees.

(b)

Specifically Identifiable Usage. There shall be no payments by the Contractor or any Concession Sublessee to the Operator for any Utilities which may be furnished to the Contractor or any Concession Sublessee by the or on behalf of the Operator, other than for Utilities provided by the Operator to the Concessions Program for which the Contractor, directly or through any Concession Sublessee, reimburses the Operator on a straight cost recovery basis with no markup, taking into account metering and sub-metering and Utilities management tools and staff for such Utilities.

(c)

Port Authority Not Obliged. The Contractor acknowledges and agrees that, except as may be specifically and expressly set forth in the Lease Agreement, and subject to the terms and conditions of the Lease Agreement, the Port Authority shall not be obligated to perform or furnish any services or utilities whatsoever in connection with this Agreement or the use and occupancy of any portion of the Premises hereunder including, without limitation, any obligation to provide or install or cause to be provided or installed any meters or sub-meters.

(1)

The Port Authority has adopted a minimum wage policy (“Minimum Wage Policy”) for workers performing under non-trade labor service contracts at all Port Authority facilities. The Port Authority has also adopted a rule for implementing the Minimum Wage Policy. The Contractor has reviewed the Minimum Wage Policy and the implementing rule and agrees to comply with the Minimum Wage Policy and implementing rule, as the same may be amended. The Port Authority reserves the right to amend the Minimum Wage Policy and rule from time to time.

(2)

A failure to comply with this obligations set forth under this Section 3.14  shall constitute a breach of this Agreement and, accordingly, the Port Authority shall be entitled to all rights and remedies available to it under law, equity or otherwise in the event of such breach; provided that a failure of the Contractor or any Contractor Counterparty to comply with the Minimum Wage Policy (or any future amendment or modification to the Minimum Wage Policy), or any enforcement thereof with respect to a particular type of employment matter, shall not constitute a breach of this Agreement to the extent that the Port Authority has imposed the Minimum Wage Policy (or such amendment or modification) on, or enforced the Minimum Wage Policy (or such amendment or modification) against, the Contractor or such Contractor Counterparty, as the case may be (the “Target Entity”) in a manner that is inconsistent with the manner in which the Minimum Wage Policy (or such amendment or modification) is imposed on, or enforced against, other entities in the same category of business as the Target Entity, with respect to the same type of employment matter, at the Airport and the other airports for which the Port Authority is the airport operator.

(3)

Further, the Contractor acknowledges that the Port Authority has audit rights granted with respect to the Contractor’s operations at the Airport and that such audit rights extend to the Contractor’s compliance with its obligations hereunder concerning the Minimum Wage Policy and the implementing rule.

(4)

[**]

(5)

The Contractor further agrees that it shall include in any agreements entered into by the Contractor related to Covered Services (as defined in the Minimum Wage Policy), including, without limitation, subcontracts and subleases (but excluding agreements with government agencies or authorities) a clause which states that the party providing such services (the “Contractor Counterparty”) to the Contractor (i) has reviewed the Minimum Wage Policy and the implementing rule, (ii) agrees to comply with them, as the same may be amended from time to time, (iii) agrees to provide the Contractor and the Port Authority an annual statement, signed by a responsible officer of the Contractor Counterparty, certifying as to its own compliance with the obligations described in this paragraph, and (iv) acknowledges and agrees that the Port Authority shall be a third party beneficiary of such clause entitled to all rights and remedies available to it under law, equity or otherwise in the event of a breach of such clause by the Contractor Counterparty. [**] applicable, fails to comply with the Minimum Wage Policy or related implementing rule.

(6)

At the request of the Port Authority, the Contractor further agrees that it shall terminate any agreements entered into by the Contractor related to Covered Services (as defined in the Minimum Wage Policy), including, without limitation, subcontracts and subleases (but excluding agreements with government agencies or authorities), with any Contractor Counterparty which fails to comply with its contractual obligations related to the Minimum Wage Policy, as set forth in the foregoing paragraph (5).

(1)

In connection with its operations at the Premises under this Agreement, the Contractor shall serve (and shall cause each Concession Sublessees to serve) the public interest by promoting labor harmony, it being acknowledged that strikes, picketing, or boycotts may disrupt the efficient operation of the Premises.

(2)

The Contractor recognizes the essential benefit to have the continued and full operation of the Airport as a whole and Terminal One as a transportation center. The Contractor shall give (and shall cause each Concession Sublessee to serve) notice to the Port Authority (to be followed by written notice and reports) of any and all impending or existing labor-related disruptions and the progress thereof as soon as practicable (but in no event later than five (5) days after the Contractor or Concession Sublessee, as applicable, becomes aware of such impending or existing labor-related disruptions).

(3)

If any type of strike, boycott, picketing or other labor activity is directed against the Contractor or any Concession Sublessee at the Airport or against any operations pursuant to this Agreement or any Concession Sublease, which, in the opinion of the Port Authority, adversely affects or is likely to adversely affect the operation of the Airport, any portion of the Premises under the Lease Agreement or the relevant concession space, or the operations of other permittees, lessees or licensees thereat, or presents a danger to the health and safety of users of the Airport or the Premises under the Lease Agreement, including persons employed thereat or members of the public, whether or not the same is due to the fault of the Contractor or such Concession Sublessee, and whether caused by the employees of the Contractor or by others, the Port Authority shall have the right, at any time during the continuance thereof to take all legal remedies available to it to end or arrange for the cessation of any such strike, boycott, picketing or other labor activity.

(4)

[**]

(5)

Employee Retention. Each Concession Sublease shall provide that, if the Concession Sublessee’s concession at the Premises is of the same type (i.e., food, retail, news/gifts or duty-free concession) as that of the immediately preceding concession operator at the Premises (the “Predecessor Concession”), the Contractor agrees to offer continued employment for a minimum period of ninety (90) days, unless there is just cause to terminate employment sooner, to employees of the Predecessor Concession who have been or will be displaced by cessation of the operations of the Predecessor Concession and who wish to work for the Concession Sublessee at the Premises. The foregoing requirement shall be subject to the Concession Sublessee’s commercially reasonable determination that fewer employees are required at the Premises than were required by the Predecessor Concession; provided, however, that the Concession Sublessee shall retain such staff as is

(6)

The Contractor acknowledges and agrees that the Port Authority shall have the right to demand from Contractor or any Concession Sublessee, upon reasonable notice, documentation of the name, date of hire, and employment occupation classification of all employees covered by this provision. In the event Contractor or any Concession Sublessee fails to comply with this provision, the Port Authority shall have the right at any time during the continuance thereof to take such actions as the Port Authority may deem appropriate, including, without limitation, revocation of its consent to this Agreement and the applicable Concession Sublease and, accordingly, revocation of this Agreement or the applicable Concession Sublease.

(7)

Notwithstanding anything to the contrary in this Agreement, the obligations set forth under this Section 3.15 shall only apply with respect to a Concession Sublessee if the relevant Concession Sublessee employs ten (10) or more persons at the premises which are the subject of the relevant Concession Sublease.

(1)

The Operator shall collect, as appropriate, and pay any fees, taxes or special assessments which may be levied or assessed upon the Premises and the Concessions Program, and to save the Contractor said Premises harmless from any claim or liens in connection with such taxes and assessments.

3.17

Street Pricing and Value for Money Requirements.

(1)

The Contractor in its operations pursuant to this Agreement shall not allow any Concession Sublessee to charge prices to customers in excess of 110% of Street Prices. “Street Prices” is defined as follows:

(a)

if the Concession Sublessee conducts a similar business in off-airport location(s) in the Greater New York City-Northern New Jersey Metropolitan Area (the “Metro Area”), “Street Prices” shall mean the price regularly charged by the Concession Sublessee for the same or similar item in the Metro Area;

(b)

if the Concession Sublessee does not conduct a similar business in off-airport location(s) in the Metro Area, “Street Prices” shall mean the average price regularly charged in the Metro Area by similar retailers for the same or similar item;

(c)

if neither the Concession Sublessee nor other similar retailers sell a particular item in the Metro Area, “Street Prices” shall mean the price regularly charged by the Concession Sublessee or similar retailers for the same or similar item in any other geographic area, with a reasonable adjustment for any cost-of-living variance between such area and the Metro Area; and

(d)

If a Concession Sublessee is in the business of selling duty-free goods, “Street Prices” shall mean the price regularly charged by the Concession Sublessee or

(2)

[**]

(3)

The Contractor shall implement, and ensure that each Concession Sublessee implements, its Street Prices program in compliance with Rules & Regulations, General Manager’s Bulletins, and the Customer Service Standards Manual, including the postage of signage regarding the Street Prices program and the provision of point-of-sale data in accordance with the guidelines issued by the Port Authority. The Contractor shall, and shall cause each relevant Concession Sublessee, to submit to the Operator for delivery to the Port Authority, from time to time in accordance with the guidelines issued by the Port Authority, an annual (or other periodic) pricing report demonstrating compliance by such reporting entity with the aforementioned “Street Pricing” policy, as such policy may be amended from time to time. For purposes of establishing the Street Price of an item, any difference in the size or quality of a product or service shall constitute a basis for a price differential.

(4)

Each Concession Sublease (or Consent to Concession Sublease) shall also provide that:

(a)

Violation Notices

(i)

The Contractor and/or the Operator shall provide written notice (a “Contractor Notice of Street Pricing Violation”) to the Concession Sublessee if the Contractor and/or the Operator finds any areas of non­compliance with the “Street Pricing” policy during periodic price reviews, which may include spot-checks.

(ii)

The Port Authority shall provide written notice (a “Port Authority Notice of Street Pricing Violation”) to the Concession Sublessee, the Operator and its concession manager, if applicable, if the Port Authority finds any areas of non-compliance with the “Street Pricing” policy during periodic price reviews, which may include spot-checks by Port Authority staff or contractors.

(iii)

For purposes hereof, non-compliance with the “Street Pricing” policy may be in the form of failure to submit required forms and information for approval, failure to maintain required signage, and charging prices that are not in compliance with the “Street Pricing” policy.

(b)

The Concession Sublessee shall (x) correct any areas of non-compliance within forty-eight (48) hours of its receipt of any Contractor Notice of Street Pricing Violation or Port Authority Notice of Street Pricing Violation and (y) provide written documentation of the resolution of such non-compliance to the Port Authority, the Operator and its concession manager, if applicable.

(c)

The Contractor shall provide Corrective Actions Forms to the Operator to submit to the Port Authority with respect to all Street Pricing discrepancies, as noted in

(i)

The Port Authority may (x) designate similar retailers consistent with the “Street Pricing” policy, (y) calculate the average price for similar products or service consistent with the “Street Pricing” policy and (z) direct the maximum pricing that the Concession Sublessee charges for that product or service.

(ii)

The Concession Sublessee may submit to the Port Authority for the Port Authority’s consideration a written justification of its price determination, however the Concession Sublessee shall be required to and shall adopt the maximum prices established by the Port Authority until the evaluation of such justification is completed and alternative pricing is approved by the Port Authority.

(e)

If the Concession Sublessee does not make appropriate adjustments to comply with the “Street Pricing” policy within three (3) days of its receipt of any Contractor Notice of Street Pricing Violation or Port Authority Notice of Street Pricing Violation, the products and services which are not in compliance with the “Street Pricing” policy may be required to be removed from the Premises (as such term is defined in the Concession Sublease), and liquidated damages may be imposed by the Port Authority. In the event of repeated or continued failures to address non-compliance with the “Street Pricing” policy, liquidated damages may be imposed by the Port Authority for the period for which non-compliance with the “Street Pricing” policy has existed and continues to exist and the Concession Sublessee may be deemed to be in material breach of the Concession Sublease and/or Consent to Concession Sublease, as determined by the Port Authority.

(5)

The breach of the aforesaid requirements, as amended from time to time, shall be deemed a breach of the Contractor’s obligations under this Agreement.

(i)

In performing the Services in accordance with Best Management Practice:

(ii)

furnish good, prompt and efficient service hereunder, adequate to meet all demands therefor at the Premises; furnish said service on a fair, equal and non-discriminatory basis to all users thereof; and charge fair, reasonable and non-discriminatory prices for each unit of sale or service; provided that the Concession Sublessees may make reasonable and non-discriminatory discounts, rebates or other similar types of price reductions to volume purchasers;

(iii)

comply with Applicable Standards;

(iv)

not take or fail to take any action in respect of any Services that would cause the Operator and/or the Contractor to be in violation of Applicable Law, any Governmental Approval and Applicable Standards or the terms of the Lease Agreement or any other Project Documents, including the requirements set forth on Schedule E (Affirmative Action; Equal-Opportunity; Minority Business Enterprise, Women-Owned Business Enterprise Requirements) to the Lease Agreement;

(v)

act in good faith, issue instructions, grant approvals, exercise its other rights and perform its obligations under this Agreement in a timely and reasonable manner having due regard to the reasonable requirements of the Operator;

(vi)

refrain from taking any action that impedes or would impede the ability of the Operator to comply with any obligation under this Agreement or the Lease Agreement;

(vii)

use its best efforts in every proper manner to (and to cause each Concession Sublessee to) maintain, develop and increase the business conducted by the Contractor and such Concession Sublessee under this Agreement or its respective Concession Sublease, as applicable;

(viii)

not divert, or cause or allow to be diverted, any business from the Premises or the Airport;

(ix)

participate in meetings between the Operator and the Port Authority (if such participation is requested or approved by the Port Authority) concerning matters pertaining to the Contractor or the Services and the contractors working at the Airport; provided, that all direction to the Contractor shall be provided by the Operator but nothing herein shall limit the authority of the Port Authority to give such direction in its sole opinion, or take such action only as is necessary in an Emergency, or to remove a threat to life, health, safety, security or environmental hazard;^.

(x)

comply with the Responsible Contractor Policy;

(xi)

if requested by the Port Authority or the Operator, cooperate with the Office of the Inspector General of the Port Authority;

(xii)

[**]

(xiii)

cause each Concession Sublessee to install and use such cash registers, sales slips, invoicing machines and any other equipment and devices, including without limitation computerized record-keeping systems, for recording orders taken, or services rendered, as may be appropriate to the Concession Sublessee’s business and necessary or prudent to keep accurate books and records, and without limiting the generality of the foregoing, for any activity involving cash sales, install and use cash registers or other electronic cash control equipment that provides for non-resettable totals;

(xiv)

permit in ordinary business hours the inspection by the officers, employees and representatives of the Port Authority and the Operator of any equipment used by any Concession Sublessee, including but not limited to cash registers and recording tapes, and, in the case of Operator, at times that do not unreasonably interfere with Contractor’s obligations and no more than one time per Calendar Year (unless a Contractor Event of Default has occurred and is continuing);

(xv)

cause each Concession Sublessee, sub-sublessee, tenant, licensee or permittee, for the preceding month to furnish on or before the twentieth (20th) day of each month following the commencement date of the operation a sworn statement of gross receipts arising out of the operations of the Concession Sublessee, sub-sublessee, tenant, licensee or permittee, for the preceding month; and

(xvi)

promptly observe, comply with and execute the provisions of any and all present and future governmental laws, rules, regulations, requirements, orders and directions which may pertain and apply to its operations or the use and occupancy of the Premises.

(1)

The Contractor shall promptly, but in no event later than within forty-eight (48) hours following receipt thereof by Contractor, deliver any notice of violation, warning, notice, summons, or other legal process for the enforcement of any governmental laws, rules, regulations, requirements, orders, directions, enactments, ordinances, or resolutions, relating to the Services, to the Operator for examination. Nothing in this Section 4.2 shall release the Contractor from compliance with any other provision of this Article respecting to governmental requirements.

(1)

The Contractor shall observe and obey (and will require all its officers, employees, members, managers, guests, patrons, invitees and seconded personnel, business visitors, contractors, Suppliers and furnishers of services and those doing business with it, to observe and obey) the existing Rules and Regulations, the Airport Security Guidelines Manual, the Applicable Standards and Rules and Regulations Changes, revisions to the Airport Security Guidelines Manual and Applicable Standards of the Port Authority governing the conduct and operations of the Operator and others on the Premises and/or at the Airport in connection with this Agreement and/or the occupancy or use of the Premises as may from time to time during the letting be promulgated by the Port Authority in accordance with the Lease Agreement. The obligation of the Contractor to require such observance and obedience on the part of its guests, patrons, invitees, business visitors, contractors, Concession Sublessee and furnishers of services, and those doing business with it, shall apply only while such persons are on the Premises or are otherwise engaged in activities in connection with this Agreement whether within the Airport or otherwise. The Contractor acknowledges that pursuant to the Lease Agreement the Port Authority agrees that, except in cases of Emergency or a life, health, security, safety, environmental or operational deficiency or hazard, it will give notice to the Operator of every Rules and Regulations Change adopted by it at least twenty (20) days before the Operator shall be required to comply therewith, (i) by delivery of a copy thereof to the Operator, (ii) by making a copy available at the office of the Secretary of the Port Authority (with a notice to the Operator informing Operator that such copy is available at such office) or (iii) by

(2)

The Contractor acknowledges that pursuant to the Lease Agreement, the Port Authority reserves the right to require the Operator to provide written reports detailing the Operator’s compliance with existing Rules and Regulations and airport standards of the Port Authority and, if non-compliance is shown in such reporting or otherwise becomes known to the Port Authority, to require the Operator to provide a remedial plan to become compliant forthwith, to be approved by the Port Authority in its sole discretion. The Contractor shall provide the Operator reports concerning activities in connection with this Agreement or the Services sufficient to enable the Operator to provide the reports it is required to furnish to the Port Authority under the Lease Agreement.

(3)

The Contractor shall not perform (and ensure that no Contractor-Related Entity performs) any activity or services at the Airport for which the Applicable Standards, Reference Documents, or Rules and Regulations requires the issuance of a Port Authority permit unless the relevant Contractor-Related Entity has obtained the Port Authority-issued permit and paid any relevant fees associated with the permit.

(1)

The Contractor covenants that during the Term none of the Contractor, nor any Affiliate of the Contractor, nor any other Person Controlling, Controlled by or under common Control with the Contractor shall (i) become a Blocked Person nor (ii) engage in any dealings or transactions with Blocked Persons in violation of any Blocked Persons Laws. In the event of any breach of the aforesaid covenant, the same shall constitute a default under this Agreement which may subject the Contractor to termination of this Agreement.

(2)

In the event of any termination by the Operator as authorized under applicable sanctions law requirements or enforced pursuant thereto, or in accordance with the terms hereof, the Contractor shall, immediately on receipt of the Operator’s termination notice, cease all use of and operations permitted under this Agreement and surrender possession of the Premises to the Operator without the Operator being required to resort to any other legal process.

(3)

The Contractor shall indemnify and hold harmless the Operator Indemnified Parties and the Port Authority Indemnified Parties from and against any and all Claims arising out of, relating to, or in connection with the Contractor’s breach of any of its representations, warranties or covenants made in this Section 4.4.

(4)

The provisions of this Section 4.4 shall survive the expiration or earlier termination of this Agreement.

(1)

The Contractor shall not interfere with the efficient operation of, or public access to, the Airport falling outside the scope of the Services (including interfering with or causing delays to vehicular or pedestrian traffic) unless agreed in advance by the Port Authority; provided that with respect to the Services, the Contractor shall engage with the Port Authority only through the Operator or as otherwise directed by the Operator.

(2)

If the Operator determines that the Contractor has interfered with or is interfering with the efficient operation of, or public access to, the Airport falling outside the scope of the Services (including interfering with or causing delays to vehicular or pedestrian traffic):

(a)

the Operator may direct the Contractor to take such steps as the Operator determines are necessary to cease causing that interference (including directing the Contractor to remove or relocate any equipment or materials that are causing the interference); and

(b)

the Contractor shall promptly comply, or ensure that the Contractor complies, with any direction given by the Operator under Section 4.5(2)(a).

(1)

Each Party recognizes that in connection with the performance of its obligations under this Agreement, it may receive trade secrets and/or confidential or proprietary information owned or controlled by the other Party (including information of or relating to third parties such as airlines operating at Terminal One, or Operator Data, Contractor Data or proprietary market research with respect to the users of Terminal One or the Airport) and that the disclosure of such secrets and information to third parties may be damaging to the other Party. Subject to the exclusions set forth below, all such information that is designated as confidential or that otherwise would be reasonably assumed to be confidential in nature will constitute “Confidential Information”. Notwithstanding the foregoing, Confidential Information will not include:

(a)

information that is in, or which comes into, the public domain other than by reason of a breach of this Agreement or of any other duty of confidentiality relating to such information;

(b)

information obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; and

(c)

information that is lawfully in the possession of the other Party before the date of this Agreement and in respect to which that Party is not under an existing obligation (express or implied) of confidentiality.

(2)

Each Party agrees not to disclose to any third party any Confidential Information belonging to the other Party except to the extent that such disclosure is authorized in writing by the other Party or to the extent that the disclosing Party is required to do so:

(a)

to enable the disclosing Party to perform its obligations under this Agreement, the Lease Agreement or the Consent to MCDA;

(b)

by any Applicable Law or by a court, arbitral or administrative tribunal in the course of proceedings before it;

(c)

by any regulatory body acting in the course of proceedings before it or any regulatory body acting in the course of its duties;

(d)

in order to give proper instructions to any professional advisor of that Party who also has an obligation to keep such Confidential Information confidential; or

(e)

in the case of the Operator, (i) for the purpose of any financing or refinancing of Lessee Debt, complying with any Financing Documents or effecting any sale or issuance of shares or debt with respect to the Operator, and (ii) for the purpose of complying with any Project Document (including the Lease Agreement), provided, in each case, that such Confidential Information is disclosed on a confidential and need-to-know basis.

(3)

Appropriate confidentiality obligations will be included in service agreements and consulting agreements as well as any subcontracting arrangements entered into in connection with the Project. The disclosing Party will give at least thirty (30) days’ prior notice to the other Party of any information contained in documents required to be filed with public authorities which would result in the dissemination of Confidential Information.

(4)

The Parties’ obligations regarding Confidential Information will survive the Term of this Agreement for a period of three (3) years.

(5)

Each Party agrees that the provisions and restrictions contained in this Section 4.6 are necessary to protect the legitimate continuing interests of a disclosing Party, and that any breach by a receiving Party of its obligations hereunder regarding Confidential Information will result in irreparable injury to a disclosing Party for which a remedy at law may be inadequate and that, in addition to any other rights or remedies available under this Agreement and any relief at law that may be available to a disclosing Party for such violation or breach, a disclosing Party will be entitled to apply to a court of competent jurisdiction for injunctive and other equitable relief to prohibit disclosure by the receiving Party of any such Confidential Information (without any requirement that such disclosing Party provide any bond or other security).

(6)

The Parties will not issue (and will cause their respective employees, agents, advisors, consultants and contractors not to issue) any press or publicity release or any advertisement, or publish, release or disclose any photograph or other information, in each case concerning or related to this Agreement without the consent of the other Party.

(1)

All amounts payable to either Party under this Agreement shall be paid in arrears on a monthly basis.

(2)

The Contractor shall not pay rent or other sums payable under this Agreement to the Operator more than one (1) month in advance.

(3)

At any time that the Operator permits Contractor to serve as a collection agent for the Operator with respect to all amounts paid and payable by Concession Sublessees and any other amounts that would otherwise be paid or payable directly to the Operator hereunder, Contractor shall be deemed, and shall hold itself out as, a fiduciary vis-a-vis the Operator and indirectly, a fiduciary vis-à-vis the Port Authority, and shall hold all such rents and other fees received by it in trust for the Operator and the Port Authority.

(1)

[**]

(2)

[**]

(1)

Upon Phase A DBO, the Contractor shall assume responsibility for, and be deemed a collection agent for, the rent collection from the Concession Sublessees in the Premises. The Contractor shall direct each Concession Sublessee to remit their rental payments and fees payable to the Operator directly to the Operator’s “Pre-Completion Revenue Account” or “Post-Completion Revenue Account”, as applicable, as identified in the Operator’s Financing Documents and notified to the Contractor. The Contractor as part of the Services shall monitor such remittances and take all necessary steps to ensure full payment of all rental payments and fees due from Concession Sublessees on a monthly basis. To the extent any rental payments, fees or other monies are remitted to the Contractor: (A) the Contractor shall hold all such rentals and fees received by it in a separate account established in trust for the Operator (and indirectly for the Port Authority), in which the Contractor must not commingle such rent, fees and other moneys with any other funds, at an institution acceptable to the Port Authority having an office in the Port of New York District and qualified to do business in the State of New York, and the Contractor shall thereafter remit such rentals and fees no less frequently than monthly directly to the Operator’s “Pre-Completion Revenue Account” or “Post-Completion Revenue Account”, as applicable, as identified in the Operator’s Financing Documents and notified to the

(2)

On the 15^th day of each calendar month during the Term and any months following the expiration or earlier termination necessary to account for all Concession Sublessees’ payments received, the Operator shall render to the Contractor a statement, in a form reasonably acceptable to the Contractor and Operator and attached to the Comprehensive Concessions Plan delivered to the Port Authority pursuant to the Lease Agreement at least eighteen (18) months prior to the projected Completion Date of the D&C Work (the “Operator Monthly Statement”). The Operator Monthly Statement shall identify all funds received into the relevant Revenue Account from Concession Sublessees in the payment of rents/fees, including any fees assessed to the Concession Sublessees for services performed by third party vendors, the Concessions Revenue Rent and the Unadjusted Concessions Revenue Rent, together with reports of the footfall traffic to each concession location, in each case with respect to the immediately preceding calendar month.

(3)

[**] Concession Sublessees shall be identified by name, type (e.g., retail, food and beverage) and location. The items which constitute deposits from Concession Sublessees and, accordingly, the items which shall be reflected on such monthly fee statements as Gross Rents, shall include the following:

(a)

any and all basic rent received from the Concession Sublessees for the month in which the Contractor Monthly Statement is made (together with any arrearages in basic rent received from Concession Sublessees for any prior periods) (basic rent (also referred to as fixed rent or minimum guaranteed rent) is payable from Concession Sublessees in monthly installments in advance on the first day of each current month);

(b)

any and all percentage rent received from Concession Sublessees for the prior month (percentage rent is payable following the end of the month for which percentage rent is due, i.e., the prior month); and

(c)

any and all other fees and payments received from Concession Sublessees (for example, late fees, promotion/marketing fees, food court maintenance fees, and other third party vendor fees (if any are pre-approved by the Operator).

(1)

To the extent not paid by the Account Bank pursuant to the terms of the Financing Documents, Operator shall pay the Port Authority the Concessions Revenue Rent in accordance with the Lease Agreement, subject to the ability to defer such payment in accordance with Section 4(f)(5) of the Lease Agreement.

(2)

[**]

(3)

[**]

(c)

Where reasonably sufficient additional information and documentation requested by the Operator in accordance with Section 5.6(2)(b)(ii) is not received by the Operator within the period set out in Section 5.6(2)(b)(ii), the date for payment of the amount for which such information has been requested will be extended by the

(1)

Concession Security Deposit Accounts. The Contractor shall cause each Concession Sublessee as a condition to the effectiveness of any Concession Sublessees’ rights under the applicable Concession Sublease, to deposit on or before the effective date under such Concession Sublease, a security deposit (the “Security Deposit”) in the form of a bond, letter of credit from a bank reasonably acceptable to the Operator, cash or such other form of security as the Operator may reasonably deem acceptable, [**] due to the Contractor from such Concession Sublessee, as determined pursuant to the applicable Concession Sublease; provided that in addition to the Security Deposit, the Contractor shall cause the applicable Concession Sublessee to provide additional security in any amount and manner that may be required of the Operator and/or the Contractor (as applicable) under the Lease Agreement. Each Security Deposit shall be deposited by the Contractor into the applicable Concession Security Deposit Account as security for the full and faithful performance of every provision of the applicable Concession Sublease to be performed by the applicable Concession Sublessee. In the event that the applicable Concession Sublessee obtains a letter of credit as its Security Deposit, the letter of credit shall be in the form attached hereto as Exhibit O (Form of Security Deposit Letter of Credit), which shall be included as an exhibit to the applicable Concession Sublease, or in another form mutually acceptable to the Contractor and such Concession Sublessee. The Contractor shall obligate each Concession Sublessee under the applicable Concession Sublease to maintain the Security Deposit in effect until the end of the term of such Concession Sublease.

(2)

The Contractor shall promptly deposit into the applicable Concession Security Deposit Account all Security Deposits received by it.

(3)

Use or Application of Security Deposits in Concession Security Deposit Accounts

(a)

In the case where any Security Deposit is in the form of a letter of credit and the Contractor does not receive a renewed letter of credit within thirty (30) days prior to the stated expiration date of such letter of credit or the Contractor does not receive a letter of credit from a new issuer within ten (10) Business Days following the failure of the issuer to be reasonably acceptable to the Contractor, the Contractor shall, subject to prior approval of the Operator (not to be unreasonably withheld, delayed or conditioned), draw on the letter of credit and hold the cash proceeds from such letter(s) of credit in the applicable Concession Security Deposit Account as the Security Deposit until the applicable Concession Sublessee provides a replacement Security Deposit substantially in the form attached hereto as Exhibit Q, upon such replacement the Contractor shall return such cash proceeds held by the Contractor in the applicable Concession Security Deposit Account to the applicable Concession Sublessee.

(b)

If any Concession Sublessee is in breach of its obligations under the applicable Concession Sublease, the Contractor shall, subject to prior approval of the Operator (not to be unreasonably withheld, delayed or conditioned), use, apply or retain all or any part of the applicable Security Deposit held in the applicable Concession Security Deposit Account for the payment of all or part of any Base Rent (as defined in the applicable Concession Sublease) or other fee or charge, or for the payment of any other amount which the Contractor and/or the Operator may spend or become obligated to spend by reason of the applicable Concession Sublessee’s default or failure to compensate the Contractor and/or the Operator for any loss, cost or damage that the Contractor and/or the Operator may suffer by reason of such default; provided that the Contractor shall have notified the applicable Concession Sublessee of the default and such Concession Sublessee is not disputing in good faith the default or the application or retention of the Security Deposit held in the applicable Concession Security Deposit Account in accordance with the applicable Concession Sublease. If any portion of said Security Deposit held in the applicable Concession Security Deposit Account is so used or applied, the Contractor shall obligate the applicable Concession Sublessee to restore the Security Deposit to the amount required under this section, within ten (10) Business Days of any such shortfall. The Contractor shall be required to deposit and maintain all Security Deposits in the applicable Concession Security Deposit Accounts, separate from other general funds, and no Concession Sublessee shall be entitled to interest on any such Security Deposit held in the applicable Concession Security Deposit Account.

(c)

The Operator shall be entitled to withdraw and transfer (or cause the Contractor to withdraw and transfer) amounts on deposit in the applicable Concession Security Deposit Account to (i) cover losses or damages that such deposits secure and (ii) return such deposits to the applicable Concession Sublessee, in each case in accordance with this Agreement.

(d)

Amounts in deposit in the Concession Security Deposit Account shall be subject to the Lien of the Collateral Agent (which Lien shall be subject to any obligation to return the deposits to the applicable Concession Sublessee pursuant to this Agreement and the Financing Documents).

(4)

No Security Deposit Charges. Neither the Contractor nor the Operator shall impose, directly or indirectly any charge on any Concession Sublessee in connection with security deposits or related payments made by either of such entities to the Port Authority under the Lease Agreement or in connection with this Agreement, the applicable Concession Sublease or the Financing Documents.

(1)

The Parties agree to treat this Agreement as a “management contract” for U.S. federal income tax purposes and not to take any positions inconsistent with such treatment. Any payment obligation set forth in this Agreement in respect of any failure to satisfy an obligation hereunder is intended to be treated as a penalty for failure to operate in accordance with the terms of this Agreement.

(1)

If either Party fails to perform any of its respective obligations beyond any applicable notice and cure periods, or if such applicable notice or cure periods have not expired but failure to promptly cure such default would reasonably be expected to cause an emergency situation or irreparable damage to Persons or property, then the other Party will have the right to self-perform and deduct the actual costs of such self-performance from amounts payable to the non-performing Party, including all interest, costs, damages and penalties (herein called the “Self-Help Costs”), and the same may be invoiced to the non-performing Party with payment due on demand or deducted from any payment due to the non-performing Party from the other Party, provided, that, in the case of self-performance by the Contractor, the Operator’s failure affects the Concessions Program and is capable of being performed by the Contractor.

(1)

The Parties acknowledge that, upon receipt by the Operator of written notice from the Port Authority, the Port Authority is entitled to exercise the Operator’s rights with respect to this Agreement in accordance with Section 54 (Right to Perform the Lessee’s Obligations) of the Lease Agreement, without any necessity for a consent or approval from the Operator or the making of a determination whether the Port Authority validly exercised its step-in rights (the “Port Authority Step-In Right”).

(2)

The Operator hereby waives and releases any claim or cause of action against the Contractor arising out of or relating to the Contractor’s recognition of the Port Authority’s rights in reliance on any written notice from the Port Authority described in Section 6.2(1).

(3)

The Contractor covenants to promptly execute and deliver to the Port Authority or its successor, assignee or designee a new contract between the Contractor and the Port Authority or its successor, assignee or designee on the same terms and conditions as this Agreement, if (A) this Agreement is rejected by the Operator in bankruptcy or is wrongfully terminated by the Operator and (B) the Port Authority delivers to the Contractor written request for such new contract within sixty (60) days following termination or expiration of the Lease Agreement. This Section 6.2(3) shall survive termination of this Agreement.

(4)

The Contractor acknowledges that pursuant to the Lease Agreement, subject to the rights of the Lenders, the Port Authority shall, as an additional remedy upon the giving of a notice of termination as provided in Section 21 (Termination by the Port Authority) of the Lease Agreement, have the right to re-enter 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 re-entry, or regaining or resumption of possession, however, shall not in any manner affect, alter or diminish any of the obligations of the Contractor under this Agreement, and shall in no event constitute an acceptance of surrender.

(1)

During the Term, the Contractor will procure and maintain, or cause to be maintained, at its own cost and expense (and not reimbursable by the Operator), insurance satisfying the requirements set forth in the Consent to MCDA and, if the insurance requirements set forth in this Agreement are different, then whichever constitutes the broader or more comprehensive insurance requirements shall control. Each of the Operator, the Port Authority and the City Insureds shall be named as additional insureds or loss payees, as applicable, under each policy of insurance procured by the Contractor, with the exception of Workers Compensation, Employers Liability and Professional Liability, pursuant to the terms of this Agreement and the applicable Consent to MCDA. The Contractor will provide the following coverage and limits of insurance:

(a)

Statutory Workers Compensation;

(b)

Commercial General Liability with minimum limit requirements equaling [**] aggregate General Liability. Limits can be achieved through combination of primary and excess/umbrella policies;

(c)

[**] Business Auto Liability [**] if airside access required); and

(d)

Commercial Crime Insurance. The Contractor shall procure, maintain or cause to be maintained, commercial crime insurance covering both innkeeper’s/bailee legal liability, protecting against employee dishonesty, embezzlement, theft, and the like in amounts and otherwise in a form acceptable to the Port Authority, and naming the Port Authority and the Operator as additional loss payees thereunder; and including broad form money and securities, money orders, counterfeit paper, depositor’s forgery, computer fraud, cybercrime and transfer fraud, credit card forgery, audit expenses and employee dishonesty, with a combined single limit per occurrence of not less than [**]

(2)

During the Term, the Contractor will also maintain, or cause to be maintained, at its own cost and expense (and not reimbursable by the Operator):

(a)

Errors and omissions and professional liability insurance with a combined single limit per occurrence of not less than [**] and an aggregate limit of not less than [**] per annual policy period, provided that such coverage is available at commercially reasonable rates. Contractor shall maintain similar insurance under the same terms and conditions for at least ten (10) years following completion of the Services. If such coverage is not available at commercially reasonable rates, then the Contractor will purchase coverage at such levels as are then available at commercially reasonable rates.

(b)

Liquor liability insurance for death, bodily injury and property damage, to the extent the same applies to the operations of the Operator, with a combined single limit per occurrence of not less than [**] and an aggregate limit of not less than [**] per annual policy period.

(c)

Cyber Liability, Network Security and Data Breach Insurance, including Technology Errors and Omissions (if applicable) with the minimum limits of [**] per occurrence. Such insurance shall include the following coverages:

(3)

The Contractor will cause the Operator, the Port Authority and the City Insureds to be named as additional insureds on all property damage and liability policies that the Contractor is required to maintain pursuant to the Lease Agreement (except for any professional liability insurance, employers liability insurance and workers’ compensation insurance), and the Contractor will provide proof of such insurance along with copies of each such policy (or any renewals or replacements thereof) to the Operator promptly upon delivery by the insurers.

(4)

The Operator will cooperate with the Contractor in the submission of any insurance claim arising out of the Contractor’s provision of the Services.

(5)

The Contractor acknowledges that the Operator may procure a comprehensive master insurance program for the Project in order to satisfy the Operator’s insurance obligations under the Lease Agreement. If the Operator procures such a comprehensive master insurance program and offers Contractor the opportunity to participate in such program on terms and conditions acceptable to Contractor in its sole discretion, the Contractor shall be permitted participate in such comprehensive master insurance program. To the extent the Contractor participates in such comprehensive master insurance program and complies with its payment and other obligations with respect to such comprehensive master insurance program, the provisions of this Article 7 shall not apply to Contractor. Notwithstanding the foregoing, to the extent the Operator’s comprehensive master insurance program for the Project lapses or expires, the Contractor shall be obligated to comply with the insurance requirements set forth herein.

(6)

The Contractor acknowledges that separate insurance requirements apply to the TCAP Process. The Contractor shall cause to be maintained, at its own cost and expense (and not reimbursable by the Operator), insurance satisfying the requirements set forth within the TCAP Process Manual.

(1)

For the Term, the managerial and administrative staff of the Contractor shall have the use of office space provided by the Operator to be used by managerial and administrative personnel only, solely in connection with the management and administrative functions for the Services referred to herein. Such office space shall consist of at least two (2) dedicated offices as well as other office space to be used in common with the Operator’s personnel. Such common use space shall be sufficient to accommodate the Contractor’s performance of the Services and shall be furnished (i.e., desk and chairs) and equipped by the Operator with adequate utilities and technology infrastructure sufficient for the Contractor’s performance of the Services. Notwithstanding the foregoing, no representation or covenant is made by the Operator that such office space will be suitable for the Contractor’s purposes as described above. [**]

(4)

The Contractor acknowledges and agrees that no relationship of licensor and licensee is created or intended to be created hereunder with respect to office space and that the use of any office space or similar facilities by the Contractor is merely incidental to and dependent upon its operations hereunder as Contractor. Upon the expiration or earlier termination or revocation of this Agreement, or upon a change of office space, then the Contractor shall remove its equipment, materials, supplies, and other personal property from such office space. If the Contractor shall fail to remove its property upon the expiration, termination or revocation of this Agreement, or upon a change of office space, the Operator in its sole discretion may dispose of the same as waste material or may remove such property to a public warehouse for deposit or retain the same in its own possession, and sell the same at public auction, the proceeds of which shall be applied first to the expenses of removal, storage and sale, second to any sums owed to the Operator by the Contractor; if the expenses of such removal, storage and sale exceed the proceeds of sale, the Contractor shall pay such excess to the Operator upon demand.

(1)

The Contractor shall not perform any maintenance or repairs, nor erect any structures, make any improvements or do any other construction work in, on or about the office space provided to the Contractor hereunder or elsewhere at the Terminal One or alter, modify, or make additions or repairs to or replacements of any existing structures or improvements, or install any fixtures (other than trade fixtures, removable without injury to the office space) without the prior written approval of the Operator and in the event that any construction, improvements, alterations, modifications, additions, repairs or replacements are made without such approval, then upon notice, the Contractor will remove the same, or at the option of the Operator, cause the same to be changed to the satisfaction of the Operator, at the sole expense of the Contractor. In case of any failure on the part of the Contractor to comply with such notice, the Operator may effect the removal or change and the Contractor shall pay the cost thereof to the Operator on demand. Title to any improvements made by Contractor shall vest in The City of New York upon installation of the same in accordance with the provisions of the Basic Lease.

(1)

The Operator reserves the right to observe, monitor, review, and inspect any aspect of the concession operations at Terminal One or the Contractor’s operations at any time. The Port Authority shall have the rights of entry and inspection in respect of Terminal One as set forth in Section 18 of the Lease Agreement.

(1)

The Contractor shall, and shall cause any Affiliate that (x) is a Contractor (as defined in the Lease Agreement) or sub-sublessee or is otherwise conducting business or operations at, through, or in any way, connected with the Airport (with respect to such portions of their books and records that relate to the Airport) or (y) keeps and maintains records and books of account on behalf of the Contractor, to:

(a)

keep and maintain in English in an office or offices in the Port of New York District, full and complete records and books of account, including, for the avoidance of doubt, with respect to all matters which the Contractor is required to certify to the Port Authority or the Operator pursuant to this Agreement or Consent to MCDA, as applicable, in accordance with U.S. generally accepted accounting principles, or any other generally accepted accounting standards that are acceptable to the Port Authority, recording all transactions of the Contractor at, through, or in any way connected with its operations at the Premises or elsewhere at the Airport pursuant to this Agreement, and outside the Airport if the order therefor is received at the Airport, which records and books of account shall be kept at all times within the Port of New York District and shall separately state and identify each activity performed at the Airport and off-Airport if the order therefor is received at the Airport; provided that the Contractor (and, if applicable, its Affiliate) shall keep and maintain such books and records during the term of this Agreement and for seven (7) years after the expiration or earlier termination or surrender thereof, and for such further period with regard to records and books of account relating to causes of action or other claims which accrue prior to the expiration, revocation or termination of this Agreement or which are the subject of threatened or pending litigation, settlement or other legal process and until the applicable statute of limitations has expired or, in the case of litigation, settlement or other legal process, such litigation, settlement or legal process has been completely disposed of and all time limits for appeal have expired, whichever is longer;

(b)

permit and/or cause to be permitted in ordinary business hours during the term of this Agreement and for seven (7) years thereafter, and for the other time periods referenced in Section 9.2(1)(a) above, as applicable, the examination and audit by both the officers, employees and representatives of both the Port Authority and those of the Operator of such records and books of account and also any records and books of account of any Affiliate if said Affiliate (x) is a Contractor (as defined in the Lease Agreement) or sub-sublessee or is otherwise conducting business or operations at, through, or in any way connected with the Airport (with respect to such portions of their books and records that relate to the Airport) or (y) keeps and maintains records and books of account on behalf of Contractor (including without limitation all corporate records, agreements, source documents and books of account which the Port Authority in its sole and absolute discretion believes may be relevant for the identification, determination or calculation of all fees, rentals and other amounts paid or payable to the Port Authority whether directly or indirectly), within twenty (20) days following any request by the Port Authority from time to time and at any time to examine and audit said books and records; provided, in the event that, upon conducting an examination and audit as described in this Section 9.2(1)(b), the Port Authority determines or estimates that unpaid fees, costs and/or other amounts thereon are due and payable to the Port Authority (whether directly or indirectly), in addition to any other amounts required by this Section 9.2(1)(b) to be paid by the Contractor to the Port Authority, the Contractor shall pay to the Port Authority a service charge (“Service Charge”) in an amount equal to five percent (5%) of the amount determined by the Port Authority to be unpaid. Such Service Charge shall be payable by the Contractor upon demand therefor by the Port Authority and is exclusive of any and all other moneys due to the Port Authority by the Contractor under this Agreement or otherwise. No acceptance by the Port Authority of payment of any unpaid amount or of any unpaid Service Charge shall be deemed a waiver of the right of the Port Authority

(c)

in those situations where the books and records have been generated from electronic data, provide, or cause to be provided, to the Port Authority’s representative extracts of data files in a computer readable format on data disks, E-mail with attached files or alternative computer data exchange formats suitable for the Port Authority in its sole and absolute discretion.

(1)

The Contractor understands that its compliance with Section 9.2(1)(a) above is of the utmost importance to the Port Authority in having entered into the arrangement under the Consent to MCDA and in the event of the failure of the Contractor to maintain, keep within the Port of New York District or make available for examination and audit the Contractor’s books and records of account in the manner and at the times or locations as provided in this provision, then, in addition to all and without limiting any other rights and remedies of the Port Authority:

(a)

the Port Authority may estimate the amount or Port Authority share of moneys due and payable by Contractor to the Port Authority under this Agreement on the basis that the Port Authority, in its sole and absolute discretion, shall deem appropriate, and the Contractor shall pay such amount to the Port Authority when billed;

(b)

if any such books and records have been maintained outside the Port of New York District, but within the continental United States of America, then the Port Authority in its sole and absolute discretion may (1) require such records to be produced within the Port of New York District within thirty (30) days of written request for same or (2) if the Contractor (or its Affiliate) fails to provide all of such books and records within the time period stated above (time being of the essence in connection with such time period and, in addition, such provided books and records being to the complete and total satisfaction of the Port Authority) the Port Authority may examine such records at the location at which they have been maintained and in such event the Contractor (or its Affiliate) shall pay to the Port Authority when billed all actual travel costs and related expenses, as determined by the Port Authority for Port Authority auditors and other representatives, employees and officers in connection with such examination and audit;

(c)

if any such books and records have been maintained outside the continental United States of America then, in addition to the costs specified in paragraph (b) above, the Contractor shall pay to the Port Authority when billed all other costs of the examination and audit of such records including, without limitation, salaries, benefits, travel costs and related expenses, overhead costs and fees and charges of third party auditors retained by the Port Authority for the purpose of conducting such audit and examination; and

(d)

The foregoing auditing costs, expenses and amounts set forth in Section 9.3(1)(b) and Section 9.3(1)(c) above shall be deemed fees/rent and charges under this Agreement or the Consent to MCDA, as applicable, payable to the Port Authority with the same force and effect as all other fees/rent and charges thereunder.

(1)

Each of the Operator and the Contractor agrees that during the Term and for a period of three hundred and sixty-five (365) days following the termination of this Agreement, such Party will not, without the prior written consent of the other Party:

(a)

hire or engage any current employees of the other Party (or consultants who work primarily with such Party or any of its Affiliates), in any capacity, to work in or for any business of the Operator or the Contractor, as the case may be, or any other business; or

(b)

solicit or induce, or attempt to solicit or induce, any employee or consultant described in Section 10.1(1)(a) to end or change his or her employment or consulting relationship with the other Party or any of its Affiliates.

(2)

For the avoidance of doubt, nothing in this Section 10.1 shall, in the event of a termination of the Lease Agreement and the Port Authority’s assumption of this Agreement pursuant to Section 6.2 prohibit the continued engagement of the Contractor’s or the Operator’s personnel providing services at or in connection with Terminal One as of the effective date of such termination.

(1)

This Agreement shall be subject to the requirements of the United States Department of Transportation’s regulations, 49 C.F.R. Part 23. The Contractor agrees that it will not discriminate against any business owner because of the owner’s race, color, national origin or sex in connection with the award or performance of any concession agreement or any management contract, or subcontract, purchase or lease agreement or other agreement covered by 49 C.F.R. Part 23.

(2)

The Contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 C.F.R. Part 23 that it enters and cause those businesses to similarly include the statements in further agreements, the foregoing not to be construed as approval by the Operator or the Port Authority of any such agreements as required. Further, the Contractor agrees to comply with the terms and provisions of Schedule G (Airport Concession Disadvantaged Business Enterprise (ACDBE) Participation) to the Lease Agreement, as administered by the Operator.

(1)

During the Term, the Contractor shall manage and monitor the ACDBE Compliance Program and shall provide the Operator and/or the Port Authority with an annual report (or as more frequently as may be required by the Port Authority) in the format required by the FAA evidencing the Contractor’s Concession Sublessees’ compliance with the commitment of the goal of thirty percent (30%) (or such lower goal as may be specified in the Lease Agreement) participation by ACDBEs in the Concession Subleases offered by the Concession Sublessees. To the extent that ACDBE participation is in the form of joint ventures, the Contractor (or a consultant at the Contractor’s expense) will be responsible to work with and assist the certifying agency in the evaluation of the work performed by the ACDBE with the ACDBE’s own forces to ensure that it meets the stated ACDBE goals in accordance with the FAA’s ACDBE joint venture guidance. During the Term, the Contractor shall prepare, and the Port Authority shall be responsible for submitting, any and all ACDBE reports to the FAA. The Contractor acknowledges that it will also be bound by any related (and separate) obligations of Operator under the Lease Agreement.

(2)

The Contractor acknowledges that pursuant to Section 20(d)(2) (Reporting) of the Lease Agreement, throughout the Term, the Operator shall be required to cooperate with the Port Authority and to provide all information requested by the Port Authority in order to allow for the effective monitoring of the Operator’s ACDBE Participation Plan and ACDBE participation during the Lease Agreement Term. The Contractor shall support the Operator to provide all information requested by the Port Authority pursuant to Section 20(d)(2) (Reporting) of the Lease Agreement.

(3)

Throughout the Term, the Contractor shall document its efforts in complying with this Section 11.2 shall keep the Operator fully apprised of the Contractor’s progress in complying with this Section 11.2 and shall supply to the Operator such information, data and documentation with respect thereto as the Operator or Port Authority may from time to time and at any time request, including but not limited to annual reports.

(4)

The Contractor specifically acknowledges and agrees that the requirements set forth in Schedule E (Affirmative Action; Equal-Opportunity; Minority Business Enterprise, Women-Owned Business Enterprise Requirements) to the Lease Agreement may be revised or updated from time to time by the Port Authority in accordance with the Lease Agreement and that, accordingly, the Port Authority may from time to time, by notice to the Operator, provide to the Operator a revised or updated form of such Schedule E. Any such replacement Schedule E shall, from the effective date of such notice, be deemed to constitute an integral part of the Lease Agreement. Notwithstanding any such revisions or updates, to the extent the Contractor entered into agreements based on Schedule E that was then in effect, any such agreement that pre-dates the effective date of such revisions or updates and which has not expired and is not being extended, amended or restated shall not be required to be modified to conform to such revised and/or updated Schedule E.

(5)

The Contractor shall not, without the prior written consent of the Port Authority:

(a)

terminate a Concession Sublease (or a sub-sublease) with a Concession Sublessee (or a sub-lessee) if such Concession Sublessee or sub-lessee is an ACDBE, or terminate any contract or agreement for the sale of goods or services by an ACDBE to which the Contractor is a party;

(b)

refuse to extend or renew a Concession Sublease (or a sub-sublease) with an ACDBE Concession Sublessee (or sub-lessee) if such Concession Sublease or sub-

(1)

In addition to and without limiting any other term or provision of this Agreement, it is hereby agreed that the Contractor shall throughout the Term commit itself to and use good faith efforts to comply with the Operator’s program to ensure maximum opportunities for (i) MBEs and WBEs, as further described in Schedule E (Affirmative Action; Equal-Opportunity; Minority Business Enterprise, Women-Owned Business Enterprise Requirements) to the Lease Agreement and (ii) SDVOB as further described in Schedule I (SDVOB) to the Lease Agreement.

(1)

The Contractor’s non-compliance with the provisions of this Article 11 shall constitute a material breach of this Agreement. In the event of the breach by the Contractor of any of the provisions of this Article 11, the Port Authority may take any appropriate action to enforce compliance herewith; or the Port Authority shall have the right to terminate this Agreement as permitted in accordance with Section 20.2(1)(a) or may pursue such other rights or remedies as may be provided by law; and as to any or all the foregoing, the Port Authority may take such action as the United States of America may direct.

(2)

Without limiting the provisions of Section 11.4(1) and in addition thereto, in the event of the breach by the Contractor of any of the provisions of Section 11.2 the Port Authority may, in its discretion, take any of the actions identified in Schedule E (Affirmative Action; Equal-Opportunity; Minority Business Enterprise, Women-Owned Business Enterprise Requirements) to the Lease Agreement.

12.2

The Contractor specifically acknowledges and agrees that the requirements set forth in Schedule E (Affirmative Action; Equal-Opportunity; Minority Business Enterprise, Women-Owned Business Enterprise Requirements) to the Lease Agreement may be revised or updated from time to time by the Port Authority and that, accordingly, the Port Authority may from time to time, by notice to the Operator, provide to the Operator a revised or updated form of such Schedule E to replace Schedule E currently attached to and forming a part of the Lease Agreement. Such replacement Schedule E shall, from the effective date of such notice, be deemed to constitute an integral part of this Agreement. Notwithstanding any such revisions or updates, to the extent the Contractor entered into agreements based on the Schedule E that was then in effect, any such agreement which pre­dates the effective date of such revisions or updates and which has not expired and is not being extended, amended or restated shall not be required to be modified to conform to such revision and/or update.

12.3

Throughout the Term, the Contractor shall document its efforts in complying with this Article 12 and Schedule E to the Lease Agreement, shall keep the Operator fully advised of the Contractor’s progress in complying with such Schedule E and shall supply to the Operator such information, data and documentation with respect thereto as the Operator or Port Authority may from time to time and at any time request, including but not limited to annual reports.

(1)

The Contractor covenants and agrees that it will undertake an affirmative action program as required by 14 C.F.R. Part 152, Subpart E, to insure that no person shall on the grounds of race, color, national origin, creed or religion, sex, handicap or disability or age be excluded from participating in any employment activities covered in 14 C.F.R. Part 152, Subpart E and shall assure that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by such Subpart E. The Contractor covenants and agrees that it will require that its covered suborganizations provide assurances to the Contractor that they similarly will undertake affirmative action programs and that they will require assurances from the suborganizations, as required by 14 C.F.R. Part 152, Subpart E, to the same effect.

(1)

The Contractor, for itself, its successors in interest, and assigns, as a part of the consideration hereof, covenants and agrees as a covenant running with the land that (i) no person on the ground of race, color, national origin, creed or religion, sex, handicap or disability or age shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of the Premises, (ii) in the construction of any improvements on, over, or under the Premises and furnishing of services thereon, no person on the ground of race, color, national origin, creed or religion, sex, handicap or disability or age shall be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination, and (iii) the Contractor shall use the Premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21,

(a)

the Contractor agrees to comply with all applicable federal, state and local laws, ordinances, rules, regulations, and orders that pertain to equal employment opportunity, affirmative action, and non-discrimination in employment;

(c)

the Contractor will state, in all solicitations or advertisements for employees placed by or on behalf of the Contractor in the performance of this Agreement that all qualified applicants will be afforded equal employment opportunity without discrimination because of race, color, national origin, creed/religion, sex, age or handicap/disability.

(d)

the Contractor shall not unjustly discriminate among concession sub-sublessees or refuse to offer any classification, status, or terms of an agreement, to any concession sub-sublessee in the Premises that assumes obligations substantially similar to those already imposed on any other similarly situated concession sub-sublessee, as applicable, in the Premises having such classification status or terms.

(1)

The Port Authority has applied for and received a grant or grants of money from the Administrator of the FAA pursuant to the Airport and Airways Development Act of 1970, as the same has been and may hereafter be amended and supplemented or superseded by similar federal legislation, and under prior federal statutes which said Act superseded and the Port Authority may in the future apply for and receive further such grants, and the Port Authority has applied for and received permission to collect and use Passenger Facility Charges pursuant to An Act To Revise, Codify, And Enact Without Substantive Change Certain General And Permanent Laws, Related To Transportation, Pub: Law 103-272, 108 Stat 745 (July 5, 1994), as the same has been and may hereafter be amended and supplemented or superseded by similar federal legislation, and under prior federal statutes which said Act superseded, and the Port Authority may in the future apply for and receive further permission to collect such Passenger Facility Charges. In connection therewith the Port Authority has undertaken, and may in the future undertake, certain obligations respecting its operation of the Airport and the activities of its contractors, lessees and permittees thereon. The performance by the Contractor of the covenants, promises and obligations contained in this Agreement is therefore a special consideration and inducement for the Port Authority to enter into and execute the Consent to MCDA, and the Contractor further covenants and agrees that if the Administrator of the FAA or any other governmental officer or body having jurisdiction over the enforcement of the obligations of the Port Authority in connection with the federal airport aid, shall make any orders or recommendations or suggestions in written form respecting the performance by the Contractor of such covenants, promises and obligations, the Contractor will promptly comply therewith, at the Contractor’s cost and expense, at the time or times when and to the extent that the Port Authority may direct.

16.1

During the Term of this Agreement, the Contractor may, in connection with performing its obligations hereunder at Terminal One, use, acquire, develop, create, or engage third parties to create, (i) various types of materials, including, but not limited to, an app, a website, a digital platform, other software, the Digital Engagement Platform, printed materials, such as advertising, posters and other marketing materials, that are, in each case, subject to Intellectual Property Rights, including Intellectual Property Rights that the Contractor (x) may have acquired, developed or created prior to the Term or (y) acquires, develops or creates during the Term independently from performing its obligations under this Agreement ((x) and (y), together, “Background Intellectual Property”) (together, the “Contractor Materials” (which includes the Dedicated Terminal One Materials) and (ii) Intellectual Property Rights (together, the “Contractor Intellectual Property Rights”). As between the Operator and the Contractor, the Contractor shall be the exclusive owner of all right, title and interest in and to the Contractor Materials, all Intellectual Property Rights (including Background Intellectual Property) in the Contractor Materials and all Contractor Intellectual Property Rights, provided, however, that nothing in the foregoing shall alter the Parties’ respective rights to Operator Data and Contractor Data, as specified in Section 3.9.

16.2

The Contractor grants to the Operator a non-exclusive, royalty-free, non-transferable (except in connection with an assignment permitted pursuant to Section 24.7), non-sublicenseable license for the Term to use the Contractor Intellectual Property Rights as necessary to operate Terminal One. All goodwill in connection with such use shall inure to the Contractor. To the extent such Contractor Intellectual Property Rights include trademarks, service marks, trade dress, trade names, logos and corporate names, the Contractor may require that the Operator comply with its reasonable quality control obligations which, in all events, shall be no more burdensome than the quality control standards to which the Contractor itself adheres.

16.3

The Parties anticipate that the majority of the Contractor Materials that the Contractor will acquire, develop or create will be for the Contractor’s use solely at or in connection with its operations at Terminal One (“Dedicated Terminal One Materials”). During the Term, the Contractor may wish to, and the Operator may request that the Contractor, acquire, develop or create Contractor Materials that may be useful, or that the Contractor plans or intends to use, at or for its businesses or locations other than Terminal One (e.g., a shared app, website, Digital Engagement Platform, directory or other platform or software) (“Shared Contractor Materials”). Given that the nature, timing, use and utility (both during the Term and thereafter) of any such Shared Contractor Materials to the respective Parties is not presently known, the Parties agree that, prior to the Contractor’s acquisition, development or creation of any Shared Contractor Materials, they shall discuss and agree in good faith with respect to such matters as the timing of any acquisition, development or creation thereof, which of the Parties bears the associated costs, the ownership of Intellectual Property Rights therein, the allocation or disposition of any Shared Contractor Materials and the licensing of any associated Intellectual Property Rights therein at the end of the Term.

(2)

The Operator has the right and authority to execute and deliver and to perform each and all of the obligations of the Operator set out in this Agreement.

(3)

The execution, delivery and performance of this Agreement have been duly authorized by all necessary action of the Operator.

(4)

This Agreement has been duly executed and delivered by the Operator.

(a)

the Operator’s organizational documents;

(b)

any other material agreement or instrument to which the Operator is a party or which is binding on the Operator or any of its assets; or

(7)

There are no actions, suits, proceedings, investigations or litigation pending against the Operator or, to the knowledge of the Operator, threatened against or affecting the Operator that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on:

(a)

the ability of the Operator to perform its obligations under this Agreement; or

(b)

the validity or enforceability of all or a material part of this Agreement.

(8)

The Operator has provided to the Contractor a complete copy of the Lease Agreement, including all exhibits and schedules thereto, redacted to omit only such commercial terms relating to the commercial arrangements between the Operator and the Port Authority that do not impact the Operator’s rights and obligations under or ability to comply with this Agreement or the Lease Agreement, and all other documents, guidelines, manuals and other materials and resources referenced therein, and all Project Documents, in each case to the extent that the same may be necessary for the Contractor to enjoy its rights and perform its obligations under this Agreement, including performance of all Services and the Contractor’s obligation to comply with the Lease Agreement and Project Documents.

(2)

The Contractor has the power and authority to execute, deliver and perform its obligations under this Agreement.

(3)

The Contractor has taken all requisite action to authorize the execution and delivery of, and the performance of their obligations under, this Agreement. Each Person executing this Agreement on behalf of the Contractor has been (or at the time of execution will be) duly authorized to execute and deliver this Agreement on behalf of the Contractor.

(4)

This Agreement has been (or will be) duly executed and delivered by the Contractor.

(5)

The execution, delivery and performance by the Contractor of this Agreement do not conflict with or result in a default under or a violation of:

(a)

the constituent or organizational documents of the Contractor;

(b)

any other material agreement or instrument to which the Contractor is a party or that is binding on the Contractor or any of its assets; or

(c)

any Applicable Law.

(6)

Any third-party consents to the execution by the Contractor of this Agreement and the performance of its obligations hereunder have been obtained, except where failure to obtain such consents would not reasonably be expected to have a material adverse effect.

(7)

There is no action, suit, proceeding, investigation or litigation pending or served on the Contractor or, to the Contractor’s knowledge, threatened in writing that:

(a)

could reasonably be expected to have a material adverse effect on the ability of the Contractor to perform its obligations under this Agreement;

(b)

challenges either the Contractor’s authority to execute, deliver or perform, or the validity or enforceability of, this Agreement;

(d)

alleges that the exercise of any rights or licenses granted under this Agreement does or would infringe, misappropriate or otherwise violate any intellectual property rights of any Person; or

(8)

All written information and certifications:

(i)

provided by or on behalf of the Contractor to the Operator or the Port Authority, or any of their respective representatives or advisors, as part of or in connection with the Contractor’s commitments under this Agreement, or the negotiation of this Agreement; or

(iii)

were true and accurate in all material respects when given and are true and accurate on the date on which this representation is made or repeated.

(9)

There are no other facts or matters the omission of which makes any statement or information contained in the written information provided to the Operator or Port Authority or to any of its representatives or advisors misleading in any material respect as of the relevant date of delivery or the date that such representation is made or repeated.

(10)

All opinions expressed and contained in the written information provided to the Operator or Port Authority or to any of their respective representatives or advisors were honestly made on reasonable grounds after due and careful inquiry.

(11)

Each Person performing the Services on behalf of the Contractor has all required authority, license status, professional ability, skills and capacity to perform the Services that it will perform.

(12)

To the best of the Contractor’s knowledge after diligent inquiry, no event has occurred that with the passage of time or the giving of notice will constitute:

(13)

Except the representations, statements or promises expressly provided in this Agreement, the Contractor has not relied upon or been induced to enter this Agreement by any representation, statement or promise, whether oral or written, of any kind by the Operator, the Port Authority, or their respective commissioners, officers, agents, employees or consultants.

(14)

[Reserved].

(15)

None of the Contractor nor any of its officers or directors: (a) is suspended or debarred, subject to a proceeding to suspend or debar it, or subject to an agreement for voluntary exclusion, from bidding, proposing or contracting with any Federal or State department or agency; (b) has been convicted, plead guilty or nolo contendere to a violation of laws involving fraud, conspiracy, collusion, bribery, perjury, material misrepresentation, or any other violation that shows a similar lack of moral or ethical integrity; or (c) is then barred or restricted from performing its obligations in connection with this Agreement under Applicable Law, including the Foreign Investment and National Security Act of 2007, 50 USC App. 2170 (HR556).

(16)

[Reserved].

(17)

The Port Authority will be a third-party beneficiary of all representations and warranties of the Contractor in this Agreement, and the Contractor agrees to name the Port Authority as a third-party beneficiary of all representations and warranties of the Contractor in any contract for performance of Services executed by the Contractor and, to the extent the Port Authority makes claims exercising such rights of the Operator, the Port Authority will be responsible for its own sole gross negligence or willful misconduct in respect of such claims found to be in violation of this Agreement or the relevant contract.

(1)

On or prior to the Effective Date, the Contractor shall deliver to the Operator the Parent Company Payment Guaranty and the Parent Company Performance Guaranty.

(2)

The Contractor shall, at all times during the Term, ensure that:

(a)

each Parent Company Guaranty is maintained in full force and effect, unless such Parent Company Guaranty (or any component thereof) has been terminated as provided for in Section 24.7 of this Agreement; and

(1)

Each of the following events will constitute a “Contractor Event of Default”, provided that no event will constitute a Contractor Event of Default if it is caused, directly or indirectly, by (x) the Operator or (y) solely with respect to the events set forth in Sections 20.1(1)(e), (h), (i), (k), (l) (m), (n), (o), (p) and (s) below, a Concession Sublessee that is an ACDBE and the Contractor is unable, despite exercising commercially reasonable

(a)

the Contractor shall become insolvent or shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file 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 of America or of any state thereof, or consent to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property or takes any action in furtherance of the foregoing;

(b)

by order or decree of a court the Contractor shall be adjudged bankrupt or an order shall be made approving a petition filed by any of its creditors or by any of the stockholders (or partners, members of equityholders, as applicable) of the Contractor seeking its reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any law or statute of the United States of America or of any state thereof; provided, however, that if any such judgment or order is stayed or vacated within sixty (60) days after the entry thereof, any notice of cancellation shall be and become null, void and of no effect;

(c)

by, or pursuant to, or under authority of any legislative act, resolution or rule, or any order or decree of any court or Governmental Authority, agency or officer having jurisdiction, a receiver, trustee, or liquidator shall take possession or control of all or substantially all of the property of the Contractor, and such possession or control shall continue in effect for a period of thirty (30) days;

(f)

the Contractor shall, without the written approval of the Operator (and the Port Authority if required pursuant to the terms of the Lease Agreement), become a corporation in dissolution;

(g)

the Contractor shall transfer or assign this Agreement, except as permitted under this Agreement and the Lease Agreement;

(h)

the Contractor shall fail duly and punctually to pay any undisputed amounts required to be paid by it to the Operator hereunder when due to the Operator, and such failure shall continue for thirty (30) days after receipt of notice of default from the Operator;

(i)

the Contractor shall fail to keep, perform and observe (other than as set forth in this Section 20.1) each and every promise, covenant and agreement set forth in this Agreement, for thirty (30) days following written notice by the Operator (except where fulfillment of its obligation requires activity over a period of time and the Contractor shall have commenced to perform whatever may be required for fulfillment within twenty (20) days after receipt of notice and diligently continues such performance without interruption, except for causes beyond its control, to completion);

(j)

any representation or warranty made or deemed to be made by the Contractor in this Agreement or in any other certificates or agreements delivered by Contractor to the Operator or the Port Authority in connection with this Agreement shall be found to be incorrect, false or misleading in any material respect (whether by affirmative statement or omission of such statement), unless the facts and circumstances that caused such representation, warranty, statement or omission to be incorrect, false or misleading are capable of being remedied, and such incorrect, false or misleading representation, warranty, statement or omission is rendered no longer incorrect, false or misleading in any material respect within thirty (30) days following the earlier of (x) the date that the Contractor obtained, should have obtained or could be deemed to have obtained, knowledge of such incorrect, false or misleading representation, warranty or omission or (y) the date of notice thereof from the Operator to the Contractor;

(k)

failure by the Contractor to comply with Applicable Laws in connection with its activities under this Agreement in all material respects;

(l)

failure by the Contractor, its Subcontractors, Suppliers of material and furnishers of services to cooperate in any material respect with the Office of the Inspector General of the U.S. Department of Homeland Security, including, without limitation, with its integrity monitor and such failure is not cured within (x) three (3) Business Days or (y) such different period as may be required by the Office of the Inspector General of the U.S. Department of Homeland Security (which, if greater than the period set forth in clause (x), the requirements shall be evidenced in writing from the Office of the Inspector General of the U.S. Department of Homeland Security;

(m)

failure by the Contractor to comply with the provisions of Section 7.1 (including failure to comply with the requirements relating to the amount, terms or coverage of insurance) that is uncured retroactively to the first day of non-compliance and continues for ten (10) Business Days following the Contractor’s receipt of a notice of such failure from the Operator, provided that no Event of Default (as defined in the Lease Agreement) has occurred and is continuing in connection with such failure by the Contractor;

(n)

failure of the Contractor to comply with the provisions of Section 63 (Non-Discrimination) of the Lease Agreement that is uncured and continues for fifteen (15) Business Days following the Contractor’s receipt of a notice of such failure from the Operator, provided that no Event of Default (as defined in the Lease Agreement) has occurred and is continuing in connection with such failure by the Contractor;

(p)

failure by the Contractor to comply with the requirements set forth in, and in accordance with, Section 9 (Security) of the Lease Agreement that is uncured and continues for three (3) Business Days following the Contractor’s receipt of a notice of such failure from the Operator, provided that the Port Authority has not initiated any enforcement action under the Lease Agreement in connection with such failure by the Contractor;

(r)

any Parent Company Guaranty ceases for any reason to be in full force and effect, unless the Parent Company Guaranty (or any component thereof) has been terminated as provided for in Section 24.7 of this Agreement, and such default remains unremedied for a period of thirty (30) days following the date on which the Parent Company Guaranty ceases to be in full force and effect; or

(1)

If a Contractor Event of Default occurs, the Operator may, subject to any limitations under the Lease Agreement;

(b)

exercise any or all other remedies available to it at law or in equity including but not limited to bringing an action for recovery of any amounts due and unpaid by the Contractor hereunder and/or for damages including but not limited to all Losses and expenses reasonably incurred by the Operator as a result of such Contractor

(1)

any representation or warranty of the Operator made in this Agreement proves to be false or misleading when made and has or will have at any time a material adverse effect on the performance of the Services in accordance with Best Management Practice and/or results in material economic or reputational harm to the Contractor, and the Operator fails to remedy such false or misleading representation or warranty within thirty (30) days following written notice by the Contractor;

(2)

any failure by the Operator to perform a material obligation under this Agreement, and such failure continues for thirty (30) days following written notice by the Contractor (except where fulfillment of its obligation requires activity over a period of time and the Operator shall have commenced to perform whatever may be required for fulfillment within twenty (20) days after receipt of notice and diligently continues such performance without interruption, except for causes beyond its control, to completion);

(3)

the commencement by the Operator of a voluntary case or other proceeding (without the consent of the Contractor) seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or the Operator makes a general assignment for the benefit of creditors, fails generally to pay its debts as they become due or takes any corporate action to authorize any of the foregoing;

(4)

a voluntary or involuntary insolvency case or other proceeding is commenced against the Operator seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property and (i) such proceeding results in the entry of an order for relief or any such adjudication or appointment or (ii) such proceeding remains undismissed, undischarged or unbonded for a period of sixty (60) days;

(5)

any failure by the Operator to make any undisputed payment to the Contractor when due and payable in accordance with this Agreement and such failure continues for thirty (30) days following written notice of nonpayment by the Contractor;

(6)

the Port Authority terminates the Lease Agreement for an Event of Default, as defined therein;

(8)

All of the Premises in a Phase is not delivered in the Required Delivery Condition by the Phase Opening Date for such Phase.

(b)

subject to any limitations under the Lease Agreement, exercise any or all other remedies available to it at law or in equity including but not limited to charging interest at a rate of 2% per annum on past due amounts, bringing an action for recovery of any amounts due and unpaid by the Operator hereunder and/or for damages, including but not limited to all losses and expenses reasonably incurred by the Contractor as a result of such Operator Event of Default and all costs and expenses reasonably incurred by the Contractor in the exercise of its remedies (including but not limited to reasonable attorneys’ fees).

(2)

For the avoidance of doubt, the Operator will be responsible for all Management Fees and expenses payable under this Agreement during the period between the date that the Contractor provides its notice of termination and the actual date of termination of this Agreement.

(1)

Subject to the rights of the Lenders and the Port Authority, this Agreement will terminate upon the earliest to occur of the following:

(a)

the end of the Term;

(b)

mutual agreement of the Parties in writing to terminate this Agreement, subject to the prior written consent of the Port Authority and/or the Collateral Agent, to the extent required pursuant to the Lease Agreement and/or the Financing Documents, as applicable;

(c)

the termination of this Agreement following a Contractor Event of Default in accordance with Section 20.2, or an Operator Event of Default in accordance with Section 20.4;

(d)

as expressly provided for in Section 3.11(3) of this Agreement;

(e)

with thirty (30) days’ prior written notice by the Port Authority to the Contractor and the Operator of its revocation of its consent to this Agreement in accordance with the terms of this Agreement;

(f)

termination of the Lease Agreement; or

(g)

revocation by the Port Authority of the Consent to MCDA.

(2)

Notwithstanding any other provision of this Agreement:

(a)

in the event the Operator or the Port Authority exercise their respective rights to terminate or revoke consent to this Agreement in accordance with the terms hereof or the Consent to MCDA, the Contractor shall cooperate with the assignments of all Concession Subleases to Operator or its designees, and shall be obligated to reimburse the Operator and the Port Authority for any and all personnel and reasonable legal costs (including but not limited to the cost to the Operator or the Port Authority of in-house legal services) and disbursements incurred by it arising out of, relating to, or in connection with the enforcement or revocation of this Agreement including, without limitation, legal proceedings initiated by the Operator or the Port Authority to exercise its revocation or termination rights and to collect all amounts due and owing to the Operator under this Agreement;

(b)

in the event that this Agreement is terminated due to the termination of the Lease Agreement pursuant to Section 21.1(1)(f), neither Party nor the Port Authority will be liable for any lost profits or business opportunity of the other Party but subject to the right of the Port Authority to request a new contract as provided in Section 6.2(3); and

(c)

in the event that the Contractor elects to terminate this Agreement due to the Parties’ inability to reach an agreement on the amount of relief owed to the Contractor pursuant to 21.1(1)(d), the Contractor agrees to forfeit any remaining unamortized Contractor Investment, except as otherwise provided herein under Section 5.2(2)(b), Section 5.2(2)(c), Section 5.2(2)(d), Section 5.2(2)(e) or Section 5.2(2)(g).

(3)

Upon termination of this Agreement, the Contractor will cease performance of the Services and vacate, surrender and hand back the Premises to the Operator, at no charge to the Operator, in as-is condition, provided that Contractor shall vacate, surrender and hand back to the Operator the dedicated office space provided for in Section 8.1(1) in broom-clean condition, subject to ordinary wear and tear. The Contractor shall execute and deliver such instruments as may be required by the Operator to effectuate such transfer and conveyance.

(4)

After the effective date of any such termination or upon the Expiration Date of this Agreement, no further Services shall be performed by the Contractor, except that the Contractor shall cooperate to accomplish an orderly transfer of the Services to the Operator or to any entity designated by Operator including the transfer of the Operator’s property.

(5)

Upon the expiration or termination of this Agreement, the Contractor shall (i) deliver to the Operator, in a format usable to the Operator, as the Parties shall agree, copies of (x) all Contractor Data; (y) all Dedicated Terminal One Materials (including source code in any software included therein) and (z) if and as agreed by the Parties pursuant to Section 16.3,

(6)

The terms of this Article 21 shall survive the expiration or earlier termination of this Agreement.

(7)

Termination hereunder shall not relieve the Contractor, or the Operator, of any liabilities or obligations under this Agreement which shall have accrued on or prior to, or which shall take effect on, the effective date of termination. Termination hereunder shall have the same effect as though such date was the original expiration date of this Agreement, except as otherwise specified herein. Termination pursuant hereto shall create no obligation on the part of the Operator other than as expressly set forth herein.

(1)

On the termination of the Lease Agreement prior to the Expiration Date, the Contractor shall attorn to, or shall enter into a direct agreement with, (i) each Recognized Mortgagee under the Lease Agreement that is party to a Lender RNDA with the Contractor and such Recognized Mortgagee is not in default thereunder (or any designee or nominee of such Recognized Mortgagee), at such Recognized Mortgagee’s (or designee’s or nominee’s) option, in connection with any assignment or foreclosure of the Lease Agreement, or (ii) subject to the rights of the Recognized Mortgagee under Section 83 of the Lease Agreement, the Port Authority, at the Port Authority’s option, with notice to the Contractor and the Operator delivered at or prior to such effective date of termination of the Lease Agreement that the Port Authority shall and does assume the rights and obligations of the Operator thereunder from and after such effective date of termination (provided, that the Port Authority shall have no responsibility or liability and obligation to the Contractor for obligations and liabilities of the Operator that accrued prior to the date on which the Port Authority assumes the rights and obligations of the Operator under this Agreement), it being understood that the Port Authority shall have the right, but not the obligation, to be assigned and to assume the Operator’s rights and obligations under this Agreement and, further, it being understood that the Port Authority shall have no obligation to enter into any form of non-disturbance or recognition agreement with the Contractor or any

(1)

Each Party (such Party, the “Indemnifying Party”) shall indemnify, save, hold harmless, and defend the other Party and their respective directors, officers, members, affiliates, employees, representatives, agents and consultants (the “Indemnified Parties”), individually and collectively, from and against any and all claims, actions, losses, damages, injuries, liabilities, costs and expenses (each a “Claim”) of whatsoever kind or nature (including reasonable attorney fees, disbursements, court costs, and expert fees) to the extent arising from the Indemnifying Party’s (or its directors, officers, members, affiliates, employees, representatives, agents and consultants) acts, omissions, or breaches or defaults under this Agreement, except to the extent such Claim is due to or caused by the gross negligence or willful misconduct of the applicable Indemnified Party. With respect to its

(2)

Without limiting any other indemnity, hold harmless or defense obligations of the Contractor hereunder, or any rights and remedies available to the City Insureds at law or in equity, the Contractor shall indemnify the City Insureds with respect to all matters described in Section 31 of the Basic Lease that arise out of the Contractor’s operations at the Airport, or arise out of the acts or omissions of the Contractor’s officers, employees, agents, representatives, managers and members (if the Contractor is a limited liability company), partners (if the Contractor is a limited partnership or general partnership), contractors, customers, business visitors and guests at the Airport.

(3)

To the extent that any Claim pursuant to this Section 22.1 arose during the term of this Agreement, the provisions of this Section 22.1 shall survive the expiration, termination or early cancellation of this Agreement, for a period of equal to the relevant statute of limitations period in the State of New York applicable to such claim, following the date of such expiration, termination or early cancellation of this Agreement.

(4)

Any final judgment, after any applicable appeal process, rendered against any Party by a court of competent jurisdiction for any cause for which the other Party is liable hereunder shall be conclusive against such party as to liability and amount upon the expiration of the time for appeal therefrom.

(1)

The Contractor acknowledges and agrees that the failure of the Contractor or any other Contractor-Related Entity to cease to perform the operations at the Airport authorized by this Agreement and the Consent to MCDA (i.e., vacate the Premises) from the effective date of the expiration or termination of the Lease Agreement will or may cause the Operator and the Port Authority injury, damage or loss. The Contractor hereby assumes the risk of such injury, damage or loss and hereby agrees that it shall be responsible for the same and shall pay the Operator and the Port Authority for the same whether such losses or damages are foreseen or unforeseen, special, direct, consequential or otherwise.

(2)

Without limiting any other indemnity, hold harmless or defense obligations of the Sublessee hereunder, or any rights and remedies available to the Port Authority at law or in equity, the Contractor hereby expressly agrees to indemnify and hold the Operator Indemnified Parties and the Port Authority Indemnified Parties harmless against any such injury, damage or loss described in subsection (1) above. The Contractor acknowledges that the Operator and the Port Authority reserve all of their respective legal and equitable rights and remedies in the event of such failure by the Contractor to cease performance of the authorized operations. The Contractor and the Operator each hereby acknowledges and agrees that, subject to the foregoing, all terms and provisions of the Consent to MCDA shall be and continue in full force and effect during any period following such expiration or termination of the Lease Agreement.

(1)

The Parties will cooperate in good faith with each other in resolving all controversies, claims or disputes between the Parties arising out of or relating in any way to this Agreement or its alleged breach (a “Dispute”).

(2)

In the event of any Dispute related to any payment of money under this Agreement or whether a proposed assignee or transferee satisfies the requirements of an Eligible Contractor Assignee, senior executives of each Party will promptly meet and conduct good-faith negotiations to resolve any such Dispute within fifteen (15) days (such fast-track dispute resolution procedure will be referred to as the “Fast-Track Procedure”), except to the extent that such Disputes are subject to corresponding proceedings under the Lease Agreement, in which case the timetable in the relevant provisions of the Lease Agreement will apply.

(3)

If any Dispute described in Section 23.1(2) cannot be settled through good-faith negotiations under the Fast-Track Procedure within fifteen (15) days, or if any other Dispute under this Agreement cannot be settled through good-faith negotiations within twenty (20) Business Days, then either Party may submit the Dispute to binding and final arbitration to be conducted in New York, New York, in accordance with the Rules of Arbitration of the International Chamber of Commerce, provided that any Dispute as to whether a proposed assignee or transferee satisfies the requirements of an Eligible Contractor Assignee shall be submitted to an industry expert reasonably acceptable to the parties for final determination, which determination shall be binding on the parties. For the avoidance of doubt, in the event of any Dispute with respect to the determination of an Eligible Contractor Assignee, no assignment will be effective prior to the date such Dispute had been resolved pursuant to the terms hereof.

(1)

The Contractor is an independent contractor and no employment, partnership, joint venture or agency will be created or will be deemed to be created by this Agreement or by any action of the Parties under this Agreement.

(2)

The Contractor will not have the authority and will not purport to act on behalf of, or make any commitment purporting to be binding on, the Operator or its agents or representatives except as expressly authorized by the Operator.

(3)

For federal, state and local income tax purposes, the Parties shall not treat this Agreement as a partnership and shall file their tax returns consistently with such treatment unless otherwise required by a determination (as defined in Section 1313 of the Internal Revenue Code of 1986, as amended, and any other similar applicable provision of state and local tax law).

(1)

The Parties acknowledge and agree that the Port Authority is a third-party beneficiary of this Agreement, and subject to the rights of the Recognized Mortgagee, the Port Authority shall have the right, as a third-party beneficiary, throughout the term of this Agreement, to enforce directly against the Contractor the obligations of the Contractor under this Agreement as if it was a party hereto. This Section 24.4 will inure to the benefit of the Port Authority and its successors and assigns.

(2)

Notwithstanding Section 24.4(1), except for the Port Authority, the Port Authority Indemnified Parties or the Lenders, there shall be no third-party beneficiaries of this Agreement. This Agreement shall be effective only as between the Parties hereto (and their successors and assigns, if, as and to the extent permitted under this Agreement), and shall not be construed as creating or conferring upon any Person or entity any right, remedy or claim under or by reason of this Agreement.

(1)

Neither Party will Transfer this Agreement without the consent of the other Party, except as set forth in this Section 24.7.

(2)

(A) The Operator will have the right to Transfer this Agreement (i) pursuant to the Lease Agreement and (ii) as collateral for the benefits of each Lender that is party to a Lender RNDA (acting directly or through an agent acting on behalf of such Lender) with the Contractor and such Lender is not in default thereunder and (B) indirect Transfers permitted under the Lease Agreement, by way of transfers of equity interests of the Operator or otherwise, shall not require the consent of the Contractor.

(3)

Notwithstanding the foregoing subject to compliance with any applicable provisions of the Lease Agreement:

(a)

the Contractor may transfer this Agreement or a direct or indirect equity interest in Contractor to an Affiliate upon five (5) days prior written notice, provided that (i) in the case of a transfer of this Agreement, such Affiliate is an Eligible Contractor Assignee, and (ii) in any case, each Parent Company Guaranty remains in effect; provided that, if such Affiliate is a Qualified Financial Sponsor or a Replacement Guaranty is provided, the applicable Parent Company Guaranty shall be automatically (x) reduced pro rata, in the case of a transfer to an Affiliate of less than all of the equity interest in the Contractor, or (y) terminated, in the case of a transfer to an Affiliate of this Agreement or all of the equity interest in the Contractor;

(b)

transfers or issuances of shares in any publicly traded entity (or any transactions involving such entity) and transfers of direct or indirect equity interests in any Unibail-Rodamco-Westfield Sponsor shall be permitted at all times without the consent of the Operator or the Port Authority;

(d)

any other direct or indirect transfer of 50% or greater of the equity interests in the Contractor (in one or more transactions) will be permitted at all times upon thirty (30) days prior written notice without the consent of the Operator if (i) the transferee is an Eligible Contractor Assignee and (ii) each Parent Company Guaranty remains in effect, provided that the transferee may provide a Replacement Guaranty with respect to the Parent Company Payment Guaranty and/or the Parent Company Performance Guaranty for all or any portion of the obligations guaranteed thereby, and the applicable Parent Company Guaranty shall be automatically reduced accordingly, or terminated if the transferee’s Replacement Guaranty guarantees 100% of the obligations guaranteed by the applicable Parent Company Guaranty replaced thereby, provided, further, that if at any time the Parent Company Payment Guaranty or Parent Company Performance Guaranty is terminated and there are two or more Additional Guarantors providing

(4)

The Contractor may, without the Operator’s consent but subject to compliance with Section  3.2(8) (if applicable), sub-contract any part of its rights or obligations under this Agreement, and provide either directly or through its sub-contractor any aspect necessary for the delivery of the Project and the Contractor’s obligations set forth in this Agreement. Notwithstanding the foregoing, except as expressly provided in this Agreement, the Contractor shall not sub-sublease, sub-sublicense or assign all or any portion of the Premises or any of its rights under this Agreement, directly or indirectly by operation of law or otherwise, or enter into any amendment or modification to or extension of an existing sub-sublease or sub-sublicense, without the prior written consent of the Port Authority and the Operator (it being understood and agreed that in no event shall any sub-sublease, sub-user agreement or sub-sublicense ever be deemed to be an Exempt Sublease (as such term is defined in the Lease Agreement)).

(5)

If the Operator reasonably believes that a proposed assignee or transferee does not satisfy the requirements of clauses (i) or (ii) of the definition of Eligible Contractor Assignee, then such Dispute shall be submitted to the Fast-Track Procedure in accordance with Section 23.1(2).

(1)

Notwithstanding Section 24.9 to the extent that this Agreement contains any provisions that:

(a)

do not comply with or are inconsistent with the relevant terms of the Project Documents, including but not limited to terms that do not comply or are inconsistent with the applicable requirements of Section 66 (Books and Records) of the Lease Agreement regarding maintenance of Books and Records;

(b)

fail to incorporate the requirements of Applicable Law, Applicable Standards and Rules and Regulations set forth in the Lease Agreement; or

(c)

are inconsistent with the requirements of the relevant scope of Services applicable to this Agreement,

(1)

All notices or documents authorized or required to be given pursuant hereto will be in writing, and will be delivered by hand or courier delivery or transmitted by facsimile, electronic mail or other electronic means in accordance with the following:

(2)

Notices will be deemed received when actually received in the office of the addressee (or by the addressee if personally delivered) or, when delivery is refused, as shown on the receipt of the U.S. Postal Service, private carrier or other Person making the delivery. If mailed, notices will be deemed effective and served as of the date of the return of verification of delivery of certified or registered mailing of the notice, or one (1) day after deposit with a recognized express overnight mail or courier service. If delivered via

(3)

Either Party may change its address for notice by notifying the other Party with a notice in accordance with this Section 24.12.

(1)

This Agreement and any claim, dispute or controversy arising out of, under or related to this Agreement, the relationship of the Parties under this Agreement, or the interpretation and enforcement of the rights and obligation of the Parties under this Agreement will be governed by, and interpreted and enforced in accordance with, the laws of the State of New York, without regard to conflicts of laws principles.

(2)

Each Party agrees to submit, to the fullest extent permitted by Applicable Law, to the jurisdiction of any New York State court, the U.S. District Court for the Southern District of New York, in each case, sitting in the City and County of New York and any subsequent appellate court, for the settlement of any claim or Dispute arising out of, under or related to this Agreement or any transaction contemplated by this Agreement. Each Party also waives, to the fullest extent permitted by Applicable Law, any objection that it may have now or in the future to the laying of venue in such courts on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement or any transaction contemplated by this Agreement.

(1)

This Agreement may not be amended or modified except by an instrument executed in writing by the Parties, provided that any purported amendment, supplement or extension of this Agreement which does not have the express written approval of the Port Authority to the extent required under the Lease Agreement or the Consent to MCDA shall be void ab initio and of no effect whatsoever.

(i)

has been convicted of, plead guilty to, or is under indictment for, any felony;

(ii)

with respect to the Contractor only, has ever used a name, trade name or abbreviated name or federal taxpayer identification number other than such names or federal taxpayer identification number(s) reported to the Operator by the Contractor in connection with this Agreement;

(iii)

has been party to an agreement which was terminated by the Port Authority, for cause, prior to its expiration date (other than any such party with which the Port Authority has subsequently entered into another agreement relating to similar subject matter);

(iv)

as of the effective date of this Agreement: (A) is in default beyond any applicable grace period under any agreement with the Port Authority, or (B) has been, within the preceding five (5) years, in default beyond any applicable grace period under any agreement with the Port Authority;

(v)

in connection with obtaining this Agreement or performing its rights or obligations pursuant to the terms hereof, has created any conflict of interest in violation of the Public Officers Law of the State of New York;

(vi)

has been suspended, debarred, found not responsible or otherwise disqualified from entering into any contract with any Governmental Authority or been denied a government contract for failure to meet standards related to integrity;

(vii)

has had a contract terminated by any Governmental Authority for breach of contract or for any cause based in whole or in part on an indictment or conviction;

(viii)

has had any business or professional license suspended or revoked within the previous five (5) years;

(ix)

has had any sanction imposed as a result of a judicial or administrative proceeding related to fraud, extortion, bribery, bid rigging, embezzlement, misrepresentation or anti-trust regardless of the dollar amount of the sanctions or the date of their imposition;

(x)

has been, or is currently, the subject of a criminal investigation by any federal, state or local prosecuting or investigative agency and/or a civil antitrust investigation by any federal, state or local prosecuting or investigative agency (in each case as to which it has been made aware);

(xi)

has been indicted or convicted of any crime in any jurisdiction; and

(xii)

is a person or entity with whom the Port Authority is restricted from doing business under the regulations of the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury (including, without limitation, those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order or other regulation relating to national security or foreign policy (including, without limitation, (i) Executive Order 13224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism, (ii) the USA PATRIOT Act (including the anti-terrorism provisions thereof), (iii) the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701, et seq., and (iv) the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq.), or other governmental action related to national security, the violation of which would also constitute a violation of law.

1.

Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.

2.

Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21.

3.

Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

4.

Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal

5.

Sanctions for Noncompliance: In the event of the Contractor’s noncompliance with the non-discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

a.

Withholding payments to the Contractor under the contract until the Contractor complies; and/or

b.

Cancelling, terminating, or suspending a contract, in whole or in part.

6.

Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

A.

The Contractor for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, “as a covenant running with the land”) that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the grantee, licensee, lessee, permittee, etc. will use the premises in compliance with all other requirements imposed by or pursuant to the List of discrimination Acts And Authorities.

B.

With respect to licenses, leases, permits, etc., in the event of breach of any of the above nondiscrimination covenants, the Port Authority will have the right to terminate the license, permit, etc., as applicable and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said license, permit, etc., as applicable had never been made or issued.

C.

With respect to deeds, in the event of breach of any of the above nondiscrimination covenants, the Port Authority will there upon revert to and vest in and become the absolute property of the Port Authority and its assigns.