May 21, 2007 Composite Lease Agreement

Exhibit 10.1 COMPOSITE LEASE AGREEMENTdated May 21, 2007 but
effective as of January 1, 2007by and betweenMEMPHIS-SHELBY COUNTY AIRPORT AUTHORITYandFEDERAL EXPRESS CORPORATION


TABLE OF CONTENTS Page ARTICLE I
DEFINITIONS; INTERPRETATIVE PROVISIONS
Section 1.01 Definitions 1 Section 1.02 Other Terms 5 Section 1.03 Interpretative Provisions 5 Section 1.04 Nature of the Lease; Additional Parcels 6 ARTICLE II
THE LEASE
Section 2.01 Grant of Leasehold 6 Section 2.02 Term 7 Section 2.03 Rent 7 Section 2.04 Net Lease 8 Section 2.05 Granting of Easements by Tenant 8 Section 2.06 Use of Premises; Compliance with Law; Licenses and Permits; Nondiscrimination 8 Section 2.07 Ingress and Egress 10 Section 2.08 Approach Protection; Reservation of Mineral Rights 11 Section 2.09 Authority' s Right of Entry 11 Section 2.10 Renewal of Term of Agreement 12 ARTICLE III
ALTERATIONS AND IMPROVEMENTS
Section 3.01 Improvements 13 Section 3.02 Liens 14 ARTICLE IV
MAINTENANCE; UTILITIES; TAXES AND ASSESSMENTS; INSURANCE
Section 4.01 Maintenance 15 Section 4.02 Utilities 16 Section 4.03 Taxes and Assessments 16 Section 4.04 Insurance 17 ARTICLE V
CASUALTY; CONDEMNATION; TERMINATING EVENTS
Section 5.01 Casualty Losses 19 Section 5.02 Condemnation 19 Section 5.03 Terminating Events 21

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TABLE OF CONTENTS
(continued) Page ARTICLE VI
ASSIGNMENT AND SUBLETTING
Section 6.01 Assignment and Subletting by Tenant 21 Section 6.02 Assignment by Authority 22 ARTICLE VII
COVENANTS
Section 7.01 Quiet Enjoyment of Premises 22 Section 7.02 Maintenance of Corporate Existence, Etc 22 Section 7.03 Estoppel Certificates 23 Section 7.04 Security Control 23 Section 7.05 Indemnification by Tenant 23 Section 7.06 Surrender of Premises 24 ARTICLE VIII
HAZARDOUS SUBSTANCES
Section 8.01 Notice of Discovery of Hazardous Substances 24 Section 8.02 Permitted Activities; Compliance Program 24 Section 8.03 Indemnity 25 Section 8.04 Removal of Under- and Above-Ground Storage Tanks 26 ARTICLE IX
REPRESENTATIONS AND WARRANTIES
Section 9.01 Authority' s Representations and Warranties 26 Section 9.02 Tenant' s Representations and Warranties 27 ARTICLE X
DEFAULT; REMEDIES
Section 10.01 Breach by Tenant 28 Section 10.02 Breach by Authority; Set-offs Against Rents 31 Section 10.03 No Personal Liability 31 ARTICLE XI
MISCELLANEOUS
Section 11.01 Governing Law; Consent to Jurisdiction 32 Section 11.02 Severability 32 Section 11.03 Notices 32 Section 11.04 Entire Agreement; Amendments 33 Section 11.05 Parties in Interest 33 Section 11.06 Further Assurances 33

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TABLE OF CONTENTS
(continued) Page Section 11.07 Waivers 34 Section 11.08 Rights and Remedies Cumulative 34 Section 11.09 Time is of the Essence 34 Section 11.10 Costs and Attorneys' Fees 34 Section 11.11 Counterparts; Effectiveness 34 Section 11.12 Authority May Perform Tenant' s Obligations 34 Section 11.13 Subordination of Agreement to Certain Agreements with Federal Government; FAA Approval 35 Section 11.14 Memorandum of Lease 35 Section 11.15 Interpretation 35

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THIS COMPOSITE LEASE AGREEMENT (this " Agreement" ), dated May 21, 2007 but effective as of January 1, 2007 (the " Effective Date" ), is made by and between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY, a body politic and corporate, organized and existing under and by virtue of the laws of the State of Tennessee (the " Authority" ), and FEDERAL EXPRESS CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the " Tenant" ).WITNESSETH: WHEREAS, Authority and Tenant are parties to a Consolidated and Restated Lease Agreement dated as of August 1, 1979, as modified, amended and supplemented from time to time (collectively, the " Original Lease Agreement" ); and WHEREAS, Authority and Tenant desire to replace the Original Lease Agreement with twenty-three lease agreements, each of which demises to Tenant a portion of the premises demised under the terms of the Original Lease Agreement, or demises to Tenant property not previously demised under the terms of the Original Lease Agreement, on terms that generally represent a restatement of the Original Lease Agreement, as further amended and supplemented; for the sake of simplicity, the parties intend this Agreement to represent each of those twenty-three lease agreements and to show the differences among those twenty-three lease agreements by attaching as Exhibit A to this Agreement a schedule that sets forth each parcel that Authority demises to Tenant, the portion of the Term during which the demise of each such parcel will be in effect, and the rent that Tenant will pay to Authority in respect of each such parcel, all as hereinafter set forth; NOW, THEREFORE, for and in consideration of the premises, the covenants and agreements of the parties set forth herein and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows: ARTICLE I
DEFINITIONS; INTERPRETATIVE PROVISIONS Section 1.01 Definitions . Unless the context shall clearly require otherwise, the terms set forth in this Section shall, for all purposes of this Agreement and of any modification or amendment hereof and of any supplement hereto, have the meanings specified herein: " Affiliate" means, with respect to any Person, any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. For purposes of this definition, " control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the


management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. " Airport" means the airport located in Memphis, Tennessee, known as the " Memphis International Airport" and owned and operated by Authority. " Airport Master Plan" means, collectively, the Airport Master Plan Update dated September 2000, and Airport Layout Plan (ALP), prepared for Authority and submitted to the FAA, as modified, amended, supplemented or further updated from time to time, or any successor Master Plan for the Airport in effect from time to time. " Airport Rules and Regulations" means the rules, regulations and requirements adopted by Authority and in effect from time to time for the orderly, safe and efficient operation of the Airport. " Buildings" means, collectively, (i) the buildings, structures and improvements now or hereafter situated on the Land (but excluding those buildings, structures and improvements described in Section 1.04(b) until the Bonds referred to therein are paid in full), (ii) any other structure, constituting a " fixture" or real property to be constructed, or constructed, on the Land, and (iii) all other improvements on the Land incident to the foregoing buildings and structures that are designed for use in connection therewith and which constitute " fixtures" or real property, including the heat plant or plants in any of the aforesaid. " Bonds" means, collectively, (i) the $20,105,000 Special Facilities Revenue Bonds, Refunding Series 1997 (Federal Express Corporation) issued by Authority for the benefit of Tenant, (ii) the $87,875,000 Special Facilities Revenue Refunding Bonds, Series 2001 (Federal Express Corporation) issued by Authority for the benefit of Tenant, (iii) the $95,770,000 Special Facilities Revenue Refunding Bonds, Series 2002 (Federal Express Corporation) issued by Authority for the benefit of Tenant, and (iv) all refinancings and refundings of any of the foregoing. " Business Day" means a day other than a Saturday or a Sunday and that in the State of Tennessee is neither a legal holiday nor a day on which banking institutions are authorized by law, regulation or executive order to close. " CPI" means the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor for the United States as a whole, all items (1982-84=100) (the " CPI-U" ), or any successor index established by the Bureau of Labor Statistics for that index. If the Bureau of Labor Statistics converts the CPI-U to a different standard reference base or otherwise revises the CPI-U, the parties will determine adjustments in rent due in accordance with Section 2.03(a)(i) using the conversion factor, formula or table that the Bureau of Labor Statistics develops for use in CPI conversions. If the Bureau of Labor Statistics does not formulate such a conversion factor, formula or table, the parties will use the conversion factor, formula or table published for CPI conversions by Prentice-Hall, Inc. or, if in the absence of a published conversion factor, formula or table by such publisher, by any other nationally recognized publisher of similar statistical information. If the Bureau of Labor Statistics or any successor agency ceases publication of the CPI-U, then another substantially comparable index will be substituted in the formula by agreement of the parties. If

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the parties cannot agree on the substitute index, then the substitute index will be selected by a majority of a committee composed of three independent certified public accountants, one of whom will be selected by Authority, one by Tenant, and the two so selected will select the third. " Environmental Laws" means any statute, law, code, ordinance or other legal requirement of any Governmental Authority, whether now existing or hereafter enacted or adopted, and all rules, regulations, directives and orders issued thereunder, relating in any way to (i) the protection of health, safety or the environment, (ii) the conservation, management or use of natural resources and wildlife, (iii) the protection or use of surface water and groundwater, or (iv) the management, manufacture, possession, importing, presence, use, generation, transportation, distribution, processing, production, refinement, treatment, storage, disposal, transfer, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Substances, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. a7a7 9601 et seq ., the Resource Conservation and Recovery Act, 42 U.S.C. a7a7 6901 et seq ., the Clean Air Act, 42 U.S.C. a7a7 7401 et seq ., the Emergency Planning and Community Right to Know Act, 42 U.S.C. a7a7 11001 et seq ., the Tennessee Hazardous Waste Management Act, Tenn. Code Ann. a7a7 68-212-101 et seq ., the Tennessee Hazardous Waste Management Act of 1983, Tenn. Code Ann. a7a7 68-212-201 et seq ., the Tennessee Petroleum Underground Storage Tank Act, Tenn. Code Ann. a7a7 68-215-101 et seq ., any analogous implementing or successor law, and any amendment, rule, regulation, order or directive issued thereunder. " Environmental Laws" also include Airport Rules and Regulations relating to any of the matters described in clauses (i) through (iv), but only to the extent that those Airport Rules and Regulations do not create obligations or restrictions that are more burdensome than other applicable Environmental Laws. " Event of Bankruptcy" means, as to any Person, (i) the filing of a petition for relief as to such Person as debtor or bankrupt under 11 U.S.C. a7a7 101 et seq . or similar provision of law of any jurisdiction (except if such petition is contested by such Person and has been dismissed within 90 days), (ii) the insolvency of such Person as finally determined by a court proceeding, (iii) the filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee for such Person or a substantial part of its assets, or (iv) the commencement of any proceedings relating to such Person as a debtor under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced by another, such Person indicates its approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is contested by such Person and has not been finally dismissed within 90 days. " Event of Default" means the occurrence of any of the events set forth in Section 10.01. " FAA" means the Federal Aviation Administration created by virtue of the Federal Aviation Act of 1958, as amended, or any other federal agency administering such Act or having similar jurisdiction over Tenant or its business from time to time. " GAAP" means the generally accepted accounting principles in the United States of America, as in effect from time to time, applied on a consistent basis both as to classification of items and amounts.

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" Governmental Authority" means any federal, state, local, municipal or foreign government, authority, agency, regulatory authority, court or other body or entity, and any arbitrator or other Person having authority to bind a party at law. " Hazardous Substances" means any substance, material, chemical, element, compound, mixture, solution, product, fluid, pollutant or waste identified, defined in or regulated under any Environmental Laws, including any hazardous or toxic substances, materials, chemicals, elements, compounds, mixtures, solutions, products, fluids, pollutants or wastes (i) designated or listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. a7 172.101) by virtue of the Hazardous Materials Transportation Act, 49 U.S.C. a7a7 1801 et seq ., or designated or listed by the Environmental Protection Agency as " hazardous substances" (40 C.F.R. Part 302), (ii) defined, designated or listed as a " hazardous substance" by virtue of Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. a7a7 1251 et seq . (33 U.S.C. a7 1321), (iii) defined, designated or listed as a " solid waste" or a " hazardous waste" by virtue of Sections 1004 and 3001, as applicable, of the Resource Conservation and Recovery Act, 42 U.S.C. a7a7 6901 et seq . (42 U.S.C. a7 6903), (iv) defined, designated or listed as a " hazardous substance" by virtue of Sections 101 or 102 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. a7a7 9601 et seq . (42 U.S.C. a7 9601), (v) defined, designated or listed as a " toxic pollutant" by virtue of Section 307(a) of the Federal Water Pollution Control Act (33 U.S.C. a7 1317(a)), (vi) defined, designated or listed as a " hazardous air pollutant" by virtue of Section 112 of the Clean Air Act, 42 U.S.C. a7a7 7401 et seq . (42 U.S.C. a7a7 7412), (vii) defined, designated or listed as a " chemical substance," a " mixture" or a " toxic substance" by virtue of Section 3 of the Toxic Substances Control Act, 15 U.S.C. a7a7 2601 et seq . (15 U.S.C. a7 2602), or (viii) any other substances, materials, chemicals, elements, compounds, mixtures, solutions, products, fluids, pollutants or wastes (including asbestos, polychlorinated biphenyls (" PCBs" ), PCB-containing materials, petroleum, petroleum products, and raw materials that include hazardous, toxic or regulated constituents), the use, discharge, application, release, spill, leak, emission, escape, leach, disposal or removal of which is restricted, prohibited, regulated or penalized by any Environmental Law. " Lien" means, with respect to any asset or property, any mortgage, deed of trust, lien (whether a Statutory Lien or otherwise), pledge, assignment, hypothecation, easement, encumbrance, charge, reservation, restriction or security interest in, on or of such asset or property or any claim to, or right of refusal with respect to such asset or property. " Person" means any legal person, including any individual, corporation, estate, partnership, limited liability company, joint venture, association, joint stock company, trust or statutory trust (including any beneficiary thereof), unincorporated organization, or Governmental Authority, or any other entity of whatever nature. " Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding by or before any Governmental Authority. " Special Facility Lease" means the Special Facility Lease Agreement dated as of August 1, 1979 between Authority and Tenant, as modified, amended and supplemented from time to time in accordance with its terms.

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" Statutory Lien" means any tax lien, mechanics' or materialmen' s lien and other lien for work, labor or materials, and any other lien that may attach by operation of law. " Use Agreement" means the Airport Use and Lease Agreement dated as of July 1, 1999 between Authority and Tenant, as the same may be modified, amended, supplemented, restated or amended and restated from time to time in accordance with the provisions thereof. Section 1.02 Other Terms . Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meanings throughout this Agreement. As used in the Agreement, each of the following capitalized terms shall have the meaning ascribed to it in the Section set forth opposite such term: Term Section Agreement PreambleASTs Section 8.02(a)Authority PreambleEffective Date PreambleInitial Term Section 2.02Land Section 2.01Navigable Airspace Regulation Section 3.01(a)Net Award Section 5.02(e)Net Proceeds Section 5.01(c)Original Lease Agreement RecitalsPermitted Activities Section 8.02(a)Permitted Materials Section 8.02(a)Premises Section 2.01Rent Adjustment Date Section 2.03(a)(i)Tenant PreambleTerm Section 2.02Terminating Event Section 5.03USTs Section 8.02(a) Section 1.03 Interpretative Provisions . For purposes of this Agreement, unless the context otherwise requires: (i) the words " this Agreement," " hereof," " herein," " hereunder" and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) references to any Article, Section or Exhibit are references to Articles, Sections and Exhibits in or to this Agreement and references to any subsection, paragraph, clause or other subdivision within any Section or definition refer to such subsection, paragraph, clause or other subdivision of such Section or definition; (iii) all Exhibits attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated by reference into this Agreement, as fully as if copied herein verbatim; (iv) the term " including" means " including without limitation" ; (v) except as otherwise expressly provided herein, references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (vi) references to any Person include that Person' s successors and assigns; (vii) descriptive headings of Articles and Sections herein, and the Table of Contents annexed hereto, are inserted or annexed for purposes of reference only and shall not otherwise affect the meaning, construction, interpretation or effect of any provision hereof; and

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(viii) the masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so requires. Section 1.04 Nature of the Lease; Additional Parcels . (a) Although executed and delivered as a composite instrument for convenience, the parties acknowledge and agree that this Agreement constitutes a separate lease and agreement between Authority and Tenant with respect to each of the separate parcels described in Exhibit A , and all provisions of this Agreement shall be applicable separately to each such parcel with the same effect as if the parties had executed and delivered a separate lease agreement for that parcel. Notwithstanding the composite nature of this Agreement or any provision herein to the contrary, an Event of Default occurring in respect of any individual parcel described in Exhibit A will constitute an Event of Default in respect of all parcels described in Exhibit A . (b) The parties acknowledge and agree that the Buildings that are subject to the Special Facility Lease will only become subject to this Agreement, and the Term established with respect to those Buildings will only commence, at such time as the payment in full and the retirement of all Bonds issued to finance the construction, installation, renovation, remodeling, acquisition or purchase of such Buildings shall have occurred, and, until such Bonds have been paid in full and retired, the Special Facility Lease will continue to govern Tenant' s lease of such Buildings from Authority. (c) The parties have also prepared this Agreement and Exhibit A to facilitate Authority' s future lease to Tenant of additional parcels of both unimproved and improved real property, and they intend to accomplish any lease of such additional parcels by executing one or more amendments to this Agreement from time to time that modify Exhibit A by adding thereto the following information for each such parcel: the number of such parcel; the use or location of such parcel; the effective date on which such parcel shall become subject to this Agreement and on which the Term established for such parcel shall begin; the total number of square feet for such parcel; the initial rate per square foot per annum for which such parcel shall be leased hereunder and the monthly and annual rent due for such parcel; and any variances from the procedures set forth in Section 2.03(a) in the date or dates upon which or the manner in which the rent for such parcel shall be subject to adjustment. (d) The parties acknowledge and agree that, effective as of the date on which this Agreement becomes effective with respect to each separate parcel described in Exhibit A as set forth in that Exhibit, this Agreement will supersede any lease then in effect between Authority and Tenant with respect to that parcel. ARTICLE II
THE LEASE Section 2.01 Grant of Leasehold . Authority hereby separately demises and leases to Tenant, and Tenant hereby separately takes and hires from Authority, for and during the Term and upon the terms and subject to the conditions set forth herein, to have and to hold for said Term, (i) each parcel of land situated and being in the City of Memphis, Tennessee, within the limits of the Airport, as more particularly described on Exhibit A (as the same may be amended and in effect from time to time in accordance with the provisions hereof and as contemplated by Section 1.04(c)), together with any site improvements thereon and all rights-of-way, accretions,

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easements, tenements, hereditaments and appurtenances, rights, privileges and immunities thereunto belonging or pertaining (all of the foregoing being collectively defined and referred to herein as the " Land" ), and (ii) the Buildings. For purposes of this Agreement, the Land and the Buildings are collectively referred to herein as the " Premises" . Section 2.02 Term . Except as otherwise provided for a particular parcel described under the column entitled " Effective Date" in Exhibit A hereto and unless terminated earlier as provided herein, this Agreement shall be effective for a period commencing at 12:01 a.m., Memphis time, on the Effective Date and expiring at 11:59 p.m., Memphis time, on December 31, 2036 (the " Initial Term" ; the Initial Term, together with any extension thereof in accordance with Section 2.10, shall be referred to herein as the " Term" ). Authority shall deliver to Tenant sole and exclusive possession of the Premises (as then existing) on the commencement of the Term, subject , however , to Authority' s right-of-entry set forth in Section 2.09. Section 2.03 Rent . (a) During the Term, Tenant shall pay rent to Authority for the Premises in the amounts, at the times and in the manner set forth in this Section. (i) The initial annual rent for each parcel designated as the Premises in this Agreement shall be the amount corresponding to that parcel in the column entitled " Current Rate" (and, if applicable, any notes thereto) in Exhibit A and shall be payable monthly on the first day of each month during the Term in equal installments, the first such installment of rent for that parcel being due on the date corresponding to that parcel in the column entitled " Effective Date" in Exhibit A ; provided , however , that the initial annual rental rate for certain parcels designated as the Premises shall increase July 1, 2008, as provided in Exhibit A ; and provided , further , that, except as otherwise provided in Exhibit A , the annual rental rate for each parcel with respect to which this Agreement is then in effect shall increase July 1, 2013, and on the same month and day every five years thereafter for the remainder of the Term (July 1, 2013, and each subsequent date on which the rental rate for the Premises is subject to increase being referred to herein as a " Rent Adjustment Date" ) by an amount equal to the product of (A) the annual rental rate corresponding to that parcel and in effect immediately prior to the applicable Rent Adjustment Date and (B) the lesser of 13% or the percentage the CPI has increased, if any, from the month of May of the year five years preceding the applicable Rent Adjustment Date through the month of May of the year in which the applicable Rent Adjustment Date occurs, and Tenant shall pay the increased rental rate for the Premises from the applicable Rent Adjustment Date until such rate is thereafter increased in accordance with this paragraph; and (ii) all amounts specified herein as additional rent, which amounts, if not otherwise provided herein, shall be payable within 30 days after receipt by Tenant of an invoice or demand therefor from Authority. (b) The initial annual rental rate for any parcel that is brought within the scope of this Agreement in the manner reflected in Section 1.04(c) after January 1, 2007, and before July 1, 2013, will be $0.1906 per square foot in the case of unimproved real estate, and $0.2383 per square foot in the case of improved real estate, and those rates shall be subject to increase on July 1, 2013, and every five years thereafter during that portion of the Term applicable to such parcel, determined as provided in Section 2.03(a)(i). The initial annual rental rate for any parcel that is

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brought within the scope of this Agreement in the manner reflected in Section 1.04(c) on or after July 1, 2013, will be the annual rental rate then charged by Authority for unimproved or improved real estate at the Airport, as applicable. (c) Each rent payable hereunder shall be paid to, or upon the order of, Authority at its office at the Airport, or at such other place as Authority may designate in writing to Tenant, in such lawful currency of the United States of America which at the time of payment is legal tender for public and private debts. In the event Tenant shall fail to make any payments required by this Section, the item or items so in default shall continue as an obligation of Tenant until the amount in default shall have been fully paid, and Tenant agrees to pay the same, with interest thereon at the maximum legal rate then in effect in the State of Tennessee, from the date when the same is due hereunder until the same shall be paid in full; provided that, except as is otherwise specifically provided herein, in the case of payments required by Section 2.03(a)(ii), such interest shall not begin to accrue until 30 days after receipt by Tenant of the invoice or demand from Authority therefor. (d) Each payment of rent will be allocated over the one-month period beginning on the first day of each month, and will accrue ratably to each day within such month. Rent allocated in accordance with this subsection (together with any additional rent provided in Section 2.03(a)(ii)) will represent and be the amount of rent for which Tenant becomes liable on account of the use of the applicable parcel. Section 2.04 Net Lease . This Agreement shall be deemed and construed to be a " net lease," and Tenant hereby agrees that the rent provided in Section 2.03 shall be an absolute net return to Authority, free from any expenses, taxes, charges and surcharges with respect to the Premises or the income therefrom and, except as otherwise provided in Section 10.02(b), without any set-off, counterclaim or recoupment whatsoever, whether arising out of any breach of any obligation of Authority hereunder or by reason of any indebtedness or liability at any time owing by Authority to Tenant or otherwise. Nothing contained in this Section shall be construed to release Authority from the performance of any of its obligations set forth herein, and in the event Authority should fail to perform any such obligations, Tenant may institute such action against Authority as Tenant may deem necessary to compel performance or recover its damages for non-performance or may perform such obligations to ...