MEAN, COLLECTIVELY, (X) THE PERFORMANCE BY LANDLORD OF CERTAIN IMPROVEMENTS IN
AND TO THE COMMON AREAS AND FACILITIES OF THE BUILDING, AS DETERMINED BY
LANDLORD IN IT SOLE DISCRETION, AND (Y) THE PERFORMANCE BY TENANT OF ANY
ALTERATIONS, ADDITIONS, INSTALLATIONS OR IMPROVEMENTS, INCLUDING TENANT'S WORK.
ALL OTHER TERMS USED HEREIN, UNLESS OTHERWISE DEFINED IN THIS LEASE, SHALL HAVE
THE MEANINGS ASCRIBED TO THEM IN SECTIONS 11-256 THROUGH 11-267 OF THE
ADMINISTRATIVE CODE OF THE CITY OF NEW YORK, AUTHORIZED BY TITLE 2-D OF
ARTICLE 4 OF THE NEW YORK REAL PROPERTY TAX LAW AND ALL RULES AND REGULATIONS
PROMULGATED THEREUNDER INCLUDING WITHOUT LIMITATION THE RULES AND REGULATIONS OF
THE NEW YORK CITY DEPARTMENT OF FINANCE ("DOF"), THE NEW YORK CITY DEPARTMENT OF
BUSINESS SERVICES ("DBS") AND THE NEW YORK CITY DEPARTMENT OF BUSINESS SERVICES,
DIVISION OF LABOR SERVICES ("DOBS/DLS") (HEREIN COLLECTIVELY CALLED THE
"INDUSTRIAL AND COMMERCIAL INCENTIVE PROGRAM" OR THE "ICIP PROGRAM").
44.02
TENANT ACKNOWLEDGES THAT LANDLORD HAS ADVISED TENANT THAT
LANDLORD MAY
(BUT SHALL NOT BE OBLIGATED TO) APPLY FOR THE BENEFITS AND
ENTITLEMENTS PROVIDED BY SECTION 489-BBBB, SUBDIVISION 5 OF THE ICIP PROGRAM.
TENANT WILL COOPERATE IN ALL REASONABLE RESPECTS WITH LANDLORD IN APPLYING FOR,
AND IN OBTAINING FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, CERTIFICATES OF
ELIGIBILITY DETERMINING THAT LANDLORD IS ELIGIBLE FOR A PARTIAL EXEMPTION FROM
REAL ESTATE TAX PAYMENTS PURSUANT TO THE ICIP PROGRAM. TENANT SHALL COMPLY (AND,
WITH RESPECT TO ANY CONTRACTORS AND SUBCONTRACTORS PERFORMING WORK ON THE
PROJECT, SHALL INCLUDE OR REQUIRE, AS THE CASE MAY BE, PROVISIONS IN THEIR
CONTRACTS AND SUBCONTRACTS REQUIRING SUCH CONTRACTORS AND SUBCONTRACTORS TO
COMPLY, AND PROMPTLY FOLLOWING RECEIPT OF NOTICE OF ANY FAILURE OF SUCH
CONTRACTORS OR SUBCONTRACTORS TO COMPLY, SHALL USE REASONABLE EFFORTS TO ENFORCE
SUCH CONTRACTUAL OBLIGATIONS TO COMPLY, INCLUDING, WITHOUT LIMITATION, BY WAY OF
THE TERMINATION OF SUCH CONTRACTS AND/OR SUBCONTRACTS) WITH ALL APPLICABLE
PROVISIONS, REGULATIONS AND REQUIREMENTS OF THE ICIP PROGRAM SO THAT THE
BUILDING WILL RECEIVE THE BENEFITS AND ENTITLEMENTS PROVIDED BY THE ICIP PROGRAM
(THE "ICIP BENEFITS"), WHICH COMPLIANCE SHALL INCLUDE WITHOUT LIMITATION, THE
FILING AND OBTAINING OF
ALL REQUIRED APPLICATIONS, PERMITS, LICENSES AND
CERTIFICATES AND, IF REQUIRED BY THE DOBS/DLS, THE HIRING OF APPRENTICE
LABORERS.
LANDLORD MAKES NO REPRESENTATION OR WARRANTY TO TENANT THAT THE ICIP
BENEFITS SHALL BE RECEIVED IN WHOLE OR IN PART.
44.03
TENANT SHALL, PRIOR TO THE PERFORMANCE OF ANY ALTERATIONS,
ADDITIONS OR IMPROVEMENTS IN OR TO THE DEMISED PREMISES OR THE BUILDING, OR THE
ISSUANCE OF ANY BUILDING PERMITS OR AWARD OF ANY CONSTRUCTION CONTRACTS IN
CONNECTION THEREWITH, NOTIFY LANDLORD OF ITS INTENT TO PERFORM SUCH ALTERATIONS,
ADDITIONS, IMPROVEMENTS OR INSTALLATIONS AND THE ESTIMATED COST THEREOF IN ORDER
TO ENABLE LANDLORD TO INCLUDE SUCH ALTERATIONS, INSTALLATIONS, ADDITIONS AND
IMPROVEMENTS IN THE BUILDING'S APPLICATIONS FOR ICIP BENEFITS.
48
44.04
(I)
IN ORDER TO ENSURE THAT NO ACTIONS TAKEN BY
ANY CONSTRUCTION MANAGERS, CONTRACTORS OR SUBCONTRACTORS ENGAGED BY TENANT IN
CONNECTION WITH THE PROJECT ("TENANT'S CONTRACTORS") WILL CAUSE THE BUILDING TO
FAIL TO QUALIFY FOR OR TO LOSE