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AGENCY LEASE and AGREEMENT Dated As of June 30, 2016 by And AGENCY LEASE AND AGREEMENT Dated as of June 30, 2016 by and between NEW YORK CITY INDUSTRIAL DEVELOPMENT AGENCY and LIC SITE B-1 OWNER, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware, having an office at c/o Tishman Speyer, 45 Rockefeller Plaza, 9th Floor, New York, New York 10111, as Lessee New York City Industrial Development Agency 2016 LIC Site B-1 Owner, L.L.C. Project Affecting the Land generally known by the street address 28-10 Queens Plaza South, Queens, New York 11101 Block 420 and Lot 1, in the County of Queens, City and State of New York as more particularly described in Exhibit A to this Agency Lease Agreement on the Official Tax Map of Queens County Record and Return to: Hawkins Delafield & Wood LLP 28 Liberty Street New York, New York 10005 Attention: Arthur M. Cohen, Esq. 2628631.12 040613 AGMT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION Section 1.1. Definitions ........................................................................................................... 3 Section 1.2. Construction....................................................................................................... 24 ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1. Representations and Warranties by Agency ........................................................ 26 Section 2.2. Representations and Warranties by the Lessee .................................................... 26 ARTICLE III LEASEHOLD INTEREST CONVEYED TO THE AGENCY; THE PROJECT; MAINTENANCE; REMOVAL OF PROPERTY AND TITLE REPORT Section 3.1. The Company Lease........................................................................................... 31 Section 3.2. Appointment as Agent........................................................................................ 31 Section 3.3. Manner of Project Completion ........................................................................... 32 Section 3.4. Maintenance....................................................................................................... 33 Section 3.5. Capital Improvements ........................................................................................ 34 Section 3.6. Removal of Property of the Facility .................................................................... 34 Section 3.7. Implementation of Agency’s Interest in New Property ....................................... 35 Section 3.8. Title Report, Municipal Department Searches and Survey .................................. 35 Section 3.9. Additional Parcel ............................................................................................... 35 Section 3.10. Condominium Conversion ................................................................................. 36 ARTICLE IV LEASE OF FACILITY AND RENTAL PROVISIONS Section 4.1. Lease of the Facility ........................................................................................... 37 Section 4.2. Duration of Term; Nature of Agreement............................................................. 37 Section 4.3. Rental Provisions ............................................................................................... 37 Section 4.4. Rental Payments Payable Absolutely Net ........................................................... 37 Section 4.5. Nature of Lessee’s Obligation Unconditional ..................................................... 38 Section 4.6. Advances by Agency ......................................................................................... 38 Section 4.7. No Warranty of Condition or Suitability............................................................. 38 2628631.12 040613 AGMT TABLE OF CONTENTS (continued) Page ARTICLE V AGENCY FINANCIAL ASSISTANCE (SALES TAX EXEMPTION AND MORTGAGE RECORDING TAX EXEMPTION); RECAPTURE OF PUBLIC BENEFITS Section 5.1. No Exemption Based Upon Agency’s Interest .................................................... 40 Section 5.2. Sales Tax Exemption ......................................................................................... 40 Section 5.3. Mortgage Recording Tax Exemption .................................................................. 45 Section 5.4. Recapture of Public Benefits .............................................................................. 47 ARTICLE VI DAMAGE, DESTRUCTION AND CONDEMNATION Section 6.1. Damage, Destruction and Condemnation ............................................................ 49 Section 6.2. Loss Proceeds .................................................................................................... 49 Section 6.3. Obligation to Restore ......................................................................................... 49 Section 6.4. Effect of Restoration of Facility ......................................................................... 50 ARTICLE VII COVENANT OF THE AGENCY Section 7.1. Quiet Enjoyment ................................................................................................ 52 ARTICLE VIII COVENANTS OF THE LESSEE Section 8.1. Insurance ........................................................................................................... 53 Section 8.2. Indemnity ........................................................................................................... 59 Section 8.3. Compensation and Expenses of the Agency and Agency Administrative and Project Fees ................................................................................................. 61 Section 8.4. Anti-Raiding Prohibition .................................................................................... 61 Section 8.5. Signage at Facility Site ....................................................................................... 61 Section 8.6. Environmental Matters ....................................................................................... 62 Section 8.7. Employment Matters .......................................................................................... 62 Section 8.8. Non-Discrimination ........................................................................................... 64 Section 8.9. Assignment, Conveyance, Transfer or Sublease ................................................. 64 Section 8.10. Retention of Title to or of Interest in Facility; Grant of Easements; Release of Portions of Facility......................................................................................... 68 Section 8.11. Discharge of Liens ............................................................................................. 69 Section 8.12. Recording and Filing .......................................................................................... 70 Section 8.13. No Further Encumbrances Permitted .................................................................. 70 Section 8.14. Automatically Deliverable Documents ............................................................... 70 ii 2628631.12 040613 AGMT TABLE OF CONTENTS (continued) Page Section 8.15. Requested Documents ........................................................................................ 72 Section 8.16. Periodic Reporting Information for the Agency .................................................. 73 Section 8.17. Taxes, Assessments and Charges........................................................................ 75 Section 8.18. Compliance with Legal Requirements ................................................................ 75 Section 8.19. Operation as Approved Facility and as a “Project” ............................................. 76 Section 8.20. Restrictions on Dissolution and Merger .............................................................. 76 Section 8.21. Notification as to Changes in Ownership ............................................................ 78 Section 8.22. Further Assurances ............................................................................................. 79 Section 8.23. HireNYC Program ............................................................................................. 79 Section 8.24. Living Wage and Prevailing Wage ..................................................................... 79 ARTICLE IX REMEDIES AND EVENTS OF DEFAULT Section 9.1. Events of Default ............................................................................................... 88 Section 9.2. Remedies on Default .......................................................................................... 89 Section 9.3. Remedies Cumulative ........................................................................................ 90 Section 9.4. No Additional Waiver Implied by One Waiver ................................................... 90 Section 9.5. Effect on Discontinuance of Proceedings ........................................................... 91 Section 9.6. Agreement to Pay Fees and Expenses of Attorneys and Other Consultants ......... 91 Section 9.7. Certain Continuing Representations ................................................................... 91 Section 9.8. Late Delivery Fees ............................................................................................. 91 ARTICLE X TERMINATION Section 10.1. Termination of Company Lease, the Agency Lease Leasehold Estate and this Agreement ................................................................................................... 93 Section 10.2. Actions Upon Termination ................................................................................
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