Common use of Layout and Finish Clause in Contracts

Layout and Finish. SECTION 29.01. Tenant shall, at Tenant's expense, and as part of Tenant's Changes, perform all the work (Tenant's Work) in the premises necessary for Tenant's occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73, subject to the provisions of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in the amount of $163,211 (hereinafter called "Tenant's Allowance"), which credit shall be applied solely against the cost and expense incurred in connection with the performance of Tenant's Work, including without limitation, fees payable to Tenant's engineer and Tenant's architect and the cost to file the final plans and obtain necessary permits and excluding the cost to purchase any personal property. In the event that the cost and expense of Tenant's Work shall exceed the amount of Tenant's Allowance, Tenant shall be entirely responsible for such excess. In the event that the cost and expense of Tenant's Work shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit against the fixed rent payable under the Lease. Tenant's Allowance shall be payable to Tenant upon written requisition in installments as Tenant's Work progresses, but in no event more frequently than monthly. The amount of each installment of Tenant's Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentions, (2) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, (3) partial lien waivers by contractors, subcontractors and all materialmen for all such work or, if then available, for work covered by the prior disbursement, and (4) with respect to the final disbursement of Tenant's Allowance, all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any Tenant's Work. At any and all times during the progress of Tenant's Work, representatives of Landlord shall have the right of access to the premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do so; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments of Tenant's Allowance in accordance with the above requirements may, upon written direction of Tenant, be made directly to Tenant's contractors.

Layout and Finish. SECTION 29.01. Tenant shall2.1 On or before August 1, 2000, Landlord, at Tenant's cost and expense, in a professional and as part of Tenant's Changesworkmanlike manner, perform all and subject to the terms, conditions and covenants, set forth in Exhibit D annexed hereto, shall make and --------- complete the work (Tenant's Work) and installations in and to the demised premises necessary for Tenant's occupancy thereofin the manner set forth below so that the demised premises will be executive, includinggeneral and administrative offices appropriate for a first class office building in Westchester County, but not limited to all work as may New York. 2.2 The demised premises shall be necessary to comply with New York City Local Law 5-73, subject to the provisions of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant deemed substantially ready for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of occupancy when (i) "Landlord's labor regulations and Work" (as such term is defined in Section 2.1 of --------------- Exhibit D annexed hereto) shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to have been substantially completed as reasonably --------- determined by Design Consultants (the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02. Tenant shall perform "Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (aArchitect") and (bii) a ------------------ certificate of occupancy shall be commercially reasonable for similar work in first class office buildings comparable to have been issued by the Building in Manhattan. SECTION 29.03appropriate local authority permitting lawful occupancy of the demised premises. Provided Tenant is not in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in the amount of $163,211 (hereinafter called "Tenant's Allowance"), which credit shall be applied solely against the cost and expense incurred in connection with the performance of Tenant's Work, including without limitation, fees payable to Tenant's engineer and Tenant's architect and the cost to file the final plans and obtain necessary permits and excluding the cost to purchase any personal property. In the event that the cost and expense of Tenant's Work shall exceed the amount of Tenant's Allowance, Tenant shall be entirely responsible for such excess. In the event that the cost and expense of TenantLandlord's Work shall be less than deemed to have been substantially completed (i) despite the amount fact that minor or insubstantial details of construction, decoration or mechanical adjustment remain to be performed, provided the demised premises are accessible and usable by the Tenant for the permitted use as stated in Section 5.1 hereof as reasonably determined by the Tenant and the Tenant's AllowanceArchitect (Landlord will diligently complete such details of construction, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit against the fixed rent payable under the Lease. Tenant's Allowance shall be payable to Tenant upon written requisition in installments as Tenant's Work progresses, but in no event more frequently than monthly. The amount of each installment of Tenant's Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentencedecoration or mechanical adjustment), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1ii) paid invoices for the Tenantif Landlord's Work performed since the last disbursement subject to customary retentions, (2) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily substantially completed in accordance with except for portions thereof which under good construction scheduling practice should be done after still uncompleted work which Tenant wishes to perform at the final plandemised premises. If, (3) partial lien waivers by contractorsas of the Commencement Date, subcontractors and all materialmen for all such work or, if then available, for work covered by the prior disbursement, and (4) Landlord shall have obtained only a temporary certificate of occupancy with respect to the final disbursement of Tenant's Allowancedemised premises, all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any Tenant's Work. At any and all times during the progress of Tenant's Work, representatives of Landlord shall have the right diligently thereafter attempt to obtain a permanent certificate of access to the premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do so; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments of Tenant's Allowance in accordance with the above requirements may, upon written direction of Tenant, be made directly to Tenant's contractorsoccupancy therefor.

Layout and Finish. SECTION Section 29.01. Tenant Preliminary single-line layout and design control drawings (“Tenant’s Plans”) for the construction and finishing of the Premises have been approved by both parties are attached hereto and made a part hereof as Exhibit B. Based on Tenant’s Plans, Landlord shall, at Tenant's expense’s sole cost and expense utilizing Landlord’s own space planner, prepare all architectural, electrical and as part of Tenant's Changes, perform all the work (Tenant's Work) in the premises other construction drawings and specifications containing complete information and dimensions necessary for the initial construction and finishing of the Premises (“Working Drawings and Specifications”), which Working Drawings and Specifications shall be initiated and approved by Tenant's occupancy thereof, includingmodified if required by Tenant and once finalized, but not limited to all work as may shall be necessary to comply attached hereto and made a part hereof. Section 29.02. In accordance and conformance with New York City Local Law 5-73Tenant’s Plans and the Working Drawings and Specifications, Landlord, at Tenant’s expense, subject to Tenant’s Allowance, will reasonably promptly perform and complete or cause to be performed and completed such specified construction and finishing of the provisions Premises (hereinafter referred to as “Landlord’s Work”). If any change orders or additions in or to the Landlord’s Work or if any changes or additions to the Tenant’s Plans shall be made at the request of Tenant or shall be required due to any other act or omission on Tenant’s part (“Special Work”), Tenant shall pay to Landlord the Work Cost attributable to such Special Work. Any Special Work shall, upon installation, become the property of Landlord and shall be surrendered to Landlord at the end or other expiration of the term of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all Items of Landlord's labor regulations and shall not do or permit anything ’s Work and/or Special Work are herein sometimes individually and/or collectively referred to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Leaseas “Work. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in the amount of $163,211 (hereinafter called "Tenant's Allowance"), which credit shall be applied solely against the cost and expense incurred in connection with the performance of Tenant's Work, including without limitation, fees payable to Tenant's engineer and Tenant's architect and the cost to file the final plans and obtain necessary permits and excluding the cost to purchase any personal property. In the event that the cost and expense of Tenant's Work shall exceed the amount of Tenant's Allowance, Tenant shall be entirely responsible for such excess. In the event that the cost and expense of Tenant's Work shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit against the fixed rent payable under the Lease. Tenant's Allowance shall be payable to Tenant upon written requisition in installments as Tenant's Work progresses, but in no event more frequently than monthly. The amount of each installment of Tenant's Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentions, (2) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, (3) partial lien waivers by contractors, subcontractors and all materialmen for all such work or, if then available, for work covered by the prior disbursement, and (4) with respect to the final disbursement of Tenant's Allowance, all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any Tenant's Work. At any and all times during the progress of Tenant's Work, representatives of Landlord shall have the right of access to the premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do so; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments of Tenant's Allowance in accordance with the above requirements may, upon written direction of Tenant, be made directly to Tenant's contractors.”

Layout and Finish. SECTION 29.01. (a) Tenant shallhereby covenants and agrees that Tenant will, at Tenant's own cost and expense, and in a good and workmanlike manner, make and complete the work and installations in and to the demised premises set forth below in such manner so that the demised premises will be tasteful and dignified executive, general and sales offices and showroom facility. (b) Tenant, at Tenant's expense, shall prepare a final plan or final set of plans and specifications (which said final plan or final set of plans, as part of Tenant's Changesthe case may be, perform all and specifications are hereinafter called the work (Tenant's Work"final plan") in the premises which shall contain complete information and dimensions necessary for Tenantthe construction and finishing of the demised premises. The final plan shall be submitted to Landlord for Landlord's occupancy thereof, including, but written approval. Landlord shall not limited to all work as may be necessary to comply with New York City Local Law 5-73, subject deemed unreasonable in withholding its consent to the provisions of this Lease. Upon extent that the term commencement date, Landlord shall make the premises available to final plan prepared by Tenant for pursuant hereto involves the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work installation in the premises, deliver to Landlord all policies demised premises of insurance required to be supplied to Landlord materials or equipment which do not equal or exceed the standard of quality typically adopted by Tenant pursuant to the terms landlords of this Lease. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tiefirst-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in midtown Manhattan. SECTION 29.03. Provided Tenant is not (c) In accordance with the final plan, Tenant, at Tenant's expense, will make and complete in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in and to the amount of $163,211 demised premises (hereinafter sometimes called the "Work Area") the work and installations (hereinafter called "Tenant's AllowanceWork")) specified in the final plan. Tenant agrees that Tenant's Work will be performed with the least possible disturbance to the occupants of other parts of the Building and to the structural and mechanical parts of the Building and Tenant will, at its own cost and expense leave all structural and mechanical parts of the Building which shall or may be affected by Tenant's Work in good and workmanlike operating condition. Tenant, in performing Tenant's Work will, at its own cost and expense, promptly comply with all laws, rules and regulations of all public authorities having jurisdiction in the Building with reference to Tenant's Work. Tenant shall not do or fail to do any act which shall or may render the Building of which the demised premises are a part, liable to any mechanic's lien or other lien and if any such lien or liens be filed against the Building of which the demised premises are a part, or against Tenant's Work, or any part thereof, Tenant will, at Tenant's own cost and expense, promptly remove the same of record within thirty (30) days after the filing of such lien or liens, or in default thereof, Landlord may cause any such lien or liens to be removed of record (d) Tenant shall at Tenant's sole cost and expense file all necessary architectural plans and obtain all necessary approvals and permits in connection with Tenant's Work being performed by it pursuant to this Article 63. (e) The following conditions shall also apply to Tenant's Work: (i) all Tenant's Work shall be of material, manufacture, design, capacity and color at least equal to the standard typically adopted by landlords of first-class office buildings on midtown Manhattan; (ii) Tenant, at Tenant's expense shall (i) file all required architectual, mechanical and electrical drawings and obtain all necessary permits, and (ii) furnish and perform all engineering and engineering drawings in connection with Tenant's Work. Tenant shall obtain Landlord's approval of the drawings referred to in (i) and (ii) hereof, which approval shall not be unreasonably withheld or delayed; (iii) all of Tenant's Work shall be performed by Tenant in accordance with all of the rules and regulations adopted by the Building for the performance of alterations; (iv) Tenant shall use only an engineer approved by Landlord with respect to the preparation of Tenant's engineering drawings for Tenant's Work; and (v) All of the provisions of Article 3 and 51 hereof shall apply to Tenant's performance of Tenant's Work. (f) Landlord shall, at Tenant's written request, cooperate in all reasonable respects with Tenant in the performance by Tenant of Tenant's Work in preparing the demised premises for Tenant's occupancy and Landlord shall instruct its employees and contractors to render such assistance and to cooperate with Tenant's employees, representatives and contractors provided that to the extent that Landlord shall incur any expense in so cooperating or in rendering such assistance. Tenant shall reimburse Landlord for such expense as additional rent hereunder. (g) Landlord shall allow Tenant a credit in the amount of $1,027,720.00 hereinafter called the "Work Credit", which credit shall be solely applied solely against the cost and expense incurred of the actual construction to be performed by Tenant in connection with the performance of Tenant's Work, including without limitationprovided that a portion of the Work Credit not to exceed $102,772.00 may be applied by Tenant against the cost and expense of the architectural, engineering and filing fees payable and permits incurred by Tenant in connection with the preparation of plans with respect to Tenant's engineer and Tenant's architect Work and the cost to file filing thereof with the final plans and obtain necessary permits and excluding Department of Buildings of the cost to purchase any personal propertyCity of New York. In the event that the cost and expense of the actual construction included in Tenant's Work shall exceed the amount of Tenant's Allowance, the Work Credit. Tenant shall be entirely responsible for such excess. In the event that the cost and expense of the actual construction included in Tenant's Work shall be less than the Work Credit. Tenant shall be permitted to credit the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit any excess against the monthly installments of fixed rent payable under the Leasenext becoming due hereunder. Tenant's Allowance The Work Credit shall be payable by Landlord to Tenant upon written requisition in installments promptly as Tenant's Work progresses, progresses and upon receipt by Landlord of paid invoices from contractors and suppliers in an amount not exceeding the Work Credit but in no event shall the same be payable more frequently often than monthly. The amount of each installment of Tenant's Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition once every thirty (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by 30) days. (1h) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentions, (2) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, (3) partial lien waivers by contractors, subcontractors and all materialmen for all such work or, if then available, for work covered by the prior disbursement, and (4) with respect to the final disbursement of Tenant's Allowance, all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any Tenant's Work. At any and all times during the progress of Tenant's Work, representatives of Landlord shall have the right of access to the demised premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) Work Credit as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance accordance with the provisions final plan and in an manner which equals or exceeds the standard of quality typically adopted by landlords of first-class office buildings in midtown Manhattan. (i) In connection with the payment of any installment of the Lease if Work Credit, Tenant fails to correct same shall promptly after written notice from Landlord to do so; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason the completion of such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments portion of Tenant's Allowance Work for which payment is requested and prior to the payment of such portion of the Work Credit, furnish to Landlord a certificate signed by Tenant's architect certifying that such portion of Tenant's Work has been completed in accordance with Tenant's approved final plan, and a statement of the above requirements may, upon written direction contractor or contractors performing such portion of Tenant's Work, be made directly acknowledging payment by Tenant for such portion of Tenant's Work and releasing Tenant from all further liability for payment in connection therewith. (j) In addition, Tenant shall, prior to the payment of the final installment of the Work Credit, furnish to Landlord a general release from the contractors performing Tenant's Work releasing Landlord and Tenant from all further liability with respect to Tenant's contractorsWork, and all Building Department sign-offs, inspection certification the "as built" plans and any permits required to be issued by any governmental entities having jurisdiction thereover. (k) It is understood that of the services to be furnished by Landlord referred to in Article 29 hereof, Landlord shall not furnish any cleaning services until Tenant commences occupancy of the demised premises for the conduct of its business. Tenant shall be responsible for removal of Tenant's refuse and rubbish during the period that Tenant's Work is in progress in the demused premises.

Layout and Finish. SECTION 29.0138.01. The provisions of this Article 38 shall apply with respect only to the Office Premises and nothing contained in this Lease shall be construed as requiring Landlord to make any contribution to the costs incurred by Tenant to prepare the Retail Premises for Tenant's occupancy thereof. Tenant shallhereby covenants and agrees that Tenant will, at Tenant's own cost and expense, and in a good and workmanlike manner, make and complete the work and installations in and to the Office Premises set forth below. Tenant, at Tenant's expense, shall prepare a final plan or final set of plans and specifications (which said final plan or final set of plans, as part the case may be, and specifications are herein called the "final plan") which shall contain complete information and dimensions necessary for the construction and finishing of the Office Premises and for the engineering in connection therewith. The final plan shall be submitted by Tenant to Landlord for Landlord's written approval, which approval shall be governed by the provisions of Article 11 hereof, including without limitation, the time periods for responding to such final plans. If Landlord shall disapprove the final plan, Landlord shall set forth its reasons for such disapproval and itemize those portions of the final plan so disapproved. In the event that, following the approval by Landlord of Tenant's Changesfinal plan, perform all Tenant shall modify the final plan, then if such modification is of such scope that it would, standing alone constitute a Material Alteration, then such modification shall be subject to Landlord's written approval, which approval shall be governed by the provisions of Article 11 hereof. If such modification is of such scope that it would, standing alone, constitute a Non-Material Alteration, then such modification shall not require Landlord's approval, provided however, the plan (herein called "Modified Plan") reflecting such modifications to the final plan must be submitted to Landlord at least three (3) Business Days prior to the performance of the work shown on the Modified Plan. In the event Tenant disputes Landlord's disapproval of all or any portion of the final plan. Tenant shall notify Landlord of such dispute in writing not later than fifteen (15) days after receipt of Landlord's notice of disapproval. Any such dispute which is not resolved within ten (10) days after receipt of such notice shall be resolved by Expedited Arbitration. In the event that Landlord wrongfully withholds its approval of all or any portion of the final plan, then, if Tenant is actually delayed in occupying the Office Premises for the conduct of its business or using the Retail Premises for the purposes permitted hereunder (including subleasing to a user or use by a subtenant) as a result of such wrongful 136 disapproval, such wrongful disapproval shall be deemed a Landlord Delay within the meaning of Section 2.01(f) hereof. In accordance with the final plan, Tenant, at Tenant's expense, will make and complete in and to the Office Premises the work and installations (herein called "Tenant's Work") specified in the premises necessary final plan. Tenant agrees that Tenant's Work will be performed in accordance with the all of the terms, covenants and provisions of Article 11 hereof and the Construction/Alteration Rules annexed as Exhibit E hereto. Tenant agrees that Tenant will use reasonable efforts in performing Tenant's Work so as to minimize disturbance to the structural and mechanical parts of the Building and Tenant will, at its own cost and expense, leave all structural and mechanical parts of the Building which shall or may be affected by Tenant's Work in good and workmanlike operating condition upon completion of Tenant's Work. Subject to the provisions of Section 18.03 hereof, Tenant hereby covenants and agrees to indemnify and save harmless Landlord of and from all claims, counsel fees, loss, damage and expenses whatsoever by reason of any injury or damage, howsoever caused, to any person or property occurring prior to the completion of Tenant's Work or occurring after such completion, as a result of anything done or omitted in connection therewith or arising out of any fine, penalty or imposition or out of any other matter or thing connected with any work done or to be done or materials furnished or to be furnished in connection with Tenant's Work. At any and all times during the progress of Tenant's Work, Landlord at Landlord's sole cost shall be entitled to have a representative or representatives on the site to inspect Tenant's Work and such representative or representatives shall have free and unrestricted access to any and every part of the Office Premises provided, however, (i) that any such representative shall use reasonable efforts to minimize any interference with the performance of Tenant's Work and (ii) under no circumstances shall it be deemed or construed that Landlord shall have incurred any liabilities, obligations or responsibilities to Tenant or any third party by reason of the access, inspections or review of Tenant's plans provided in this Section 38.01, subject, however, to the provisions of Section 2.01(f) hereof. Landlord hereby approves Xxxxxx Construction and Xxxxxx XxXxxxxx as contractors for Tenant's Work. 38.02. All Tenant's Work shall be performed by Tenant in accordance with Article 11 hereof and the Construction/Alteration Rules annexed hereto as Exhibit E. 38.03. Landlord shall, at Tenant's written request, cooperate in all reasonable respects with Tenant in the performance by Tenant of Tenant's Work in preparing the Premises for Tenant's occupancy thereofand Landlord shall instruct its employees and contractors to render such assistance and to cooperate with Tenant's employees, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73, subject representatives and contractors provided that to the provisions of this Lease. Upon the term commencement date, extent that Landlord shall make the premises available to Tenant for the performance of incur any expense in so cooperating or in rendering such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppageassistance, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, reimburse Landlord for such approval not to be unreasonably withheld or delayed, except that expense as Additional Charges hereunder. 137 (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not in default of any term or condition of this Lease, Landlord shall pay allow Tenant an allowance in the amount amount, subject to the last sentence of this Section 38.04(a), of Seven Million Three Hundred Twenty-One Thousand Sixty-Three and 50/100 ($163,211 7,321,063.50) Dollars (hereinafter herein called the "Tenant's Work Allowance"), which credit Work Allowance shall be applied solely against the cost and expense incurred of the actual construction work performed by Tenant in connection with the performance of Tenant's WorkWork in the Office Premises, including without limitationand reasonable architect's, engineer's and consultant's fees payable to Tenant's engineer and Tenant's architect and in connection therewith (herein collectively called the cost to file the final plans and obtain necessary permits and excluding the cost to purchase any personal property"Construction Costs"). In the event that the cost and expense of Tenant's Work Construction Costs shall exceed the amount of Tenant's the Work Allowance, Tenant shall be entirely responsible for such excess. In If Tenant does not use all or any part of the event that Work Allowance for Construction Costs, then the cost and expense of Work Allowance shall be reduced accordingly. (b) The Work Allowance shall be payable by Landlord to Tenant from time to time within twenty (20) days after periodic requisitions (each being herein called "Tenant Requisition") submitted by Tenant to Landlord as Tenant's Work shall be less than the amount of progress (and such Work Allowance may, at Tenant's Allowanceoption, be paid against the balance of Tenant's Allowance remaining after the payment of all costs first Construction Costs incurred in connection with Tenant's Work may be applied as a credit against even if the fixed rent payable under total estimated Construction Costs exceed the Lease. Tenant's Allowance shall be payable to Tenant upon written requisition in installments as Tenant's Work progressesAllowance), but in no event more frequently than monthly. The amount of each installment of Tenant's Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installmentportion of the Work Allowance, Tenant shall deliver to Landlord such written requisition a Tenant's Requisition for disbursement signed by an officer of Tenant which shall be accompanied by (1) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentionsin connection therewith (which need not be paid invoices), (2) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, and (3) partial conditional lien waivers by contractorsfrom the general contractor and Major Subcontractors, subcontractors and all materialmen for all such in the form annexed hereto as Exhibit T, who shall have performed the work or, if then available, for work covered by referenced in the Tenant Requisition submitted immediately prior disbursement, and (4) with respect to the final disbursement subject Tenant Requisition. As used herein the term "Major Subcontractor" shall mean any subcontractor performing any portion or portions of Tenant's AllowanceWork if the amounts paid to such subcontractor for such portion(s) of Tenant's Work are reasonably expected to exceed $100,000. Tenant shall, all Building Department sign-offsupon request, inspection certificates and any permits required furnish to Landlord a copy of the subcontract or other evidence reasonably satisfactory to Landlord of the amounts expected to be issued by paid to any governmental entities having jurisdiction thereoversubcontractor which Tenant claims is not a Major Subcontractor. Within a reasonable period Promptly after the substantial completion of Tenant's Work, Tenant shall submit deliver to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any Tenant's Work. At any "as-built" drawings, and all times during sign-offs, inspection certificates and permits required to be issued by the progress New York City Building Department, Fire Department and by any other governmental entities having jurisdiction thereover. (c) The Work Allowance is being given for the benefit of Tenant only. No third party shall be permitted to make any claims against Landlord with respect to any portion of the Work Allowance. (a) In connection with the performance of Tenant's Work, representatives Tenant shall perform the work listed on Exhibit U annexed hereto (herein called the "Additional Tenant Work") at Tenant's sole cost and expense and in accordance with all of the terms and provisions of this Article 38 (other than Section 38.04) and Article 11 and the Construction/Alteration Rules annexed as Exhibit E hereto. Landlord shall have allow Tenant an allowance in the right of access amount, subject to the premises and inspection thereof and last sentence of this Section 38.05(a), of Five Hundred Eighty Nine Thousand Six Hundred ($589,600.00) Dollars (herein called the "Additional Tenant Work Allowance"), which Additional Tenant Work Allowance shall have be applied solely against the right to withhold Construction Costs for the Additional Tenant Work. The Additional Tenant Work shall be completed by Tenant no later than five (5) years after the Commencement Date. In the event that the Construction Costs for the Additional Tenant Work shall exceed the amount of the Additional Tenant Work Allowance, Tenant shall be entirely responsible for such excess. If Tenant does not use all or any part of the Additional Tenant Work Allowance for Construction Costs for the Additional Tenant Work, then the Additional Tenant Work Allowance shall be reduced accordingly. (b) The Additional Tenant Work Allowance shall be payable by Landlord to Tenant from time to time within twenty (20) days after periodic Tenant Requisitions submitted by Tenant to Landlord as the Additional Tenant Work progresses signed by an officer of Tenant, but no more frequently than monthly. Prior to the payment of any portion of the Additional Tenant Work Allowance, Tenant shall deliver to Landlord a Tenant's Allowance (as Requisition for disbursement signed by an officer of Tenant which shall be reasonably appropriate under accompanied be (1) invoices for the circumstancesAdditional Tenant Work performed in connection therewith (which need not be paid invoices), (2) as shall equal the cost of correcting any portions of a certificate signed by Tenant's architect certifying that the Additional Tenant Work which shall not have represented by the aforesaid invoices has been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do so; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments of Tenant's Allowance satisfactorily completed in accordance with the above requirements mayfinal plan, upon written direction and (3) partial conditional lien waivers from the general contractor and Major Subcontractors, in the form annexed hereto as Exhibit T, who shall have performed the work referenced in the Tenant Requisition submitted immediately prior to the subject Tenant Requisition. Promptly after completion of Tenantthe Additional Tenant Work, Tenant shall deliver to Landlord final "as-built" drawings, and all sign-offs, inspection certificates and permits required to be made directly issued by the New York City Building Department, Fire Department and by any other governmental entities having jurisdiction thereover. (c) The Additional Tenant Work Allowance is being given for the benefit of Tenant only. No third party shall be permitted to Tenant's contractors.make any claims against Landlord or Tenant with respect to any portion of the Additional Tenant Work Allowance. 139

Layout and Finish. SECTION 29.012.1 Tenant, at Tenant's cost and expense, and in a professional and workmanlike manner, shall make and complete the work and installations in and to the demised premises set forth below in such manner so that the demised premises will be executive, general and administrative offices appropriate for a first class office building in Westchester County, New York. Tenant shallTenant, at Tenant's expense, shall cause to be prepared 7 a preliminary plan or set of plans (which said plan or set of plans, as the case may be, are hereinafter called the "plan") which shall contain information relating to the construction of the demised premises and the engineering in connection therewith and any effect on building systems. The plan shall be submitted by Tenant to Landlord for Landlord's approval, which approval shall not unreasonably withheld or delayed and shall be based solely upon (i) the effect of "Tenant's Work", as part defined below, upon the A/B Building engineering specifications and systems, (ii) potential for interference with the rights of other tenants, (iii) compliance of the plan with Legal Requirements (but Landlord's approval of the plan shall in no way be deemed a representation that such plans comply with Legal Requirements and (iv) the effect of Tenant's ChangesWork (as hereinafter defined) on the structure of the A/B Building (i.e., perform all the work (Tenant's Work) Work must not be structural in nature). If Landlord shall disapprove the premises necessary for Tenant's occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73, subject to the provisions of this Lease. Upon the term commencement dateplan, Landlord shall make set forth its reasons for such disapproval and itemize those portions of the premises available plan so disapproved. Landlord shall review and respond to Tenant's plans within seven (7) days of its receipt of a set of detailed plans and specifications and such other information as Landlord or its agents shall reasonably (and promptly) request. In the event that Landlord fails to reject such plans within said seven (7) day period, giving explicit reasons for such rejection, Tenant's Plans shall be deemed approved. In the event that Landlord timely refuses to consent to such plans as set forth above, Tenant shall resubmit the changed plans and Landlord will then have five (5) days from its receipt of the changed plans and specifications to approve or reject such plans, using the criteria set forth above. In the event that Landlord fails to reject such plans within said five (5) day period, giving explicit reasons for such rejection, Tenant's Plans shall be deemed approved. If Landlord still rejects such plans, the same procedure shall be used until Landlord's consent is obtained. Landlord shall not be deemed unreasonable in withholding its consent to the extent that the plan prepared by Tenant pursuant hereto involves the performance of such work or the installation in the demised premises of materials or equipment which do not equal or exceed the standard of quality adopted by Landlord for the Building. 1. Subject to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and review of the plans, Tenant shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to remove Tenant's Work upon the terms expiration of this Lease. SECTION 29.022.2 The following conditions shall also apply to Tenant's Work: (a) Tenant, at Tenant's expense, shall file all 8 required architectural, mechanical and electrical drawings and obtain all necessary permits, and shall furnish and perform all engineering and engineering drawings in connection with Tenant's Work. (b) Prior to Tenant's occupancy of any portion of the demised premises for the conduct of Tenant's business, Tenant, at its expense, shall procure a temporary certificate of occupancy for such portion. Thereafter, Tenant shall perform diligently proceed to obtain a permanent certificate of occupancy. Landlord agrees to cooperate with Tenant in obtaining all permits and certificate pursuant to this Section 2.2, and, if requested, Landlord agrees to join in applications therefor. 2.3 Landlord agrees to make a contribution ("Landlord's Contribution") of Thirty-Three Thousand Three Hundred and 00/100 DOLLARS ($33,300.00) to pay to Tenant or directly to Tenant's contractors or subcontractors, if any, as directed by Tenant for the cost of Tenant's Work. Landlord's Contribution will be funded in two installments: one half within ten (10) days after certification by Tenant to Landlord that Tenant's Work pursuant is fifty percent (50%) complete, and the second half within ten (10) days after the receipt by Landlord of (i) a certificate executed by Tenant's representative that such Tenant's Work has been substantially completed in a manner satisfactory to such parties, or that Tenant has occupied the provisions Premises, whichever is earlier, and (ii) final lien waivers from the contractors performing such work. Tenant may apply the Landlord's Contribution to Tenant's Work undertaken in connection with the lease of Article 5(e) certain appurtenant space entered into simultaneously herewith. Tenant's Work shall become the property of Landlord and shall remain as part of the Lease, demised premises. 2.4 In accordance with the plan and Tenant shall use only contractors such other plans and subcontractors who are previously specifications as may be approved in writing by Landlord, such approval not and in compliance with Article 6 hereof, Landlord at the request of and on behalf of Tenant, at Tenant's expense, (subject to Tenant's approval) shall make and complete, or cause to be unreasonably withheld or delayedmade and completed, except that (a) tie-ins in and to the Building's BMS system will be performed by demised premises the contractor currently designated by Landlord for such work in the Building, and installations (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in the amount of $163,211 (hereinafter herein called "Tenant's AllowanceWork"), which credit shall be applied solely against the cost and expense incurred ) specified in connection with the performance of Tenant's Work, including without limitation, fees payable to Tenant's engineer and Tenant's architect and the cost to file the final plans and obtain necessary permits and excluding the cost to purchase any personal propertysuch plans. In the event that the cost and expense of Total Cost for Tenant's Work shall not exceed the amount actual costs of Tenantsuch work (which may include architect's Allowancefees, Tenant shall be entirely responsible for such excess. In the event that the cost engineering fees and expense of Tenant's Work shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenantobtaining any required permits) plus Landlord's Work may be applied as a credit against the fixed rent payable under the Lease. Tenant's Allowance shall be payable to Tenant upon written requisition in installments as Tenant's Work progresses, but in no event more frequently than monthly. The amount fee of each installment ten (10%) percent of Tenant's Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentions, (2) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, (3) partial lien waivers by contractors, subcontractors and all materialmen for all such work or, if then available, for work covered by the prior disbursement, and (4) with respect to the final disbursement of Tenant's Allowance, all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any Tenant's Work. At any and all times during the progress of Tenant's Work, representatives of Landlord shall have the right of access to the premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do so; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments of Tenant's Allowance in accordance with the above requirements may, upon written direction of Tenant, be made directly to Tenant's contractorscost.

Layout and Finish. SECTION 29.01. Section 29.01 Except for any work performed by Landlord in connection with the Delivery Condition, Tenant shall, at Tenant's ’s sole expense, and as part of Tenant's ’s Changes, perform all the work, including without limitation, the work set forth in Section 29.02(b) hereof (“Tenant's ’s Work”) in the premises Premises and the Storage Space (as defined in Article 39 hereof) necessary for Tenant's ’s occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73all applicable Requirements (including without limitation, the Americans with Disabilities Act) or regulations and otherwise, subject to the provisions of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not then in default of any term or condition monetary Term beyond the expiration of this Leaseany applicable notice and cure period, Landlord shall pay Tenant an allowance in an amount equal to $22,981,553.00 (the amount of $163,211 (hereinafter called "“Tenant's ’s Allowance"”), which credit Tenant’s Allowance shall be applied used to pay solely against the following costs and expense: the cost and expense incurred in connection with the performance of Tenant's ’s Work, including all soft costs (not to exceed $4,596,310.60) relating to Tenant’s Work, including, without limitation, fees payable to Tenant's ’s engineer and Tenant's ’s architect and all consultants involved in Tenant’s Work and the cost to file the final plans and obtain necessary permits and (but excluding the cost costs of moving or to purchase any personal property). If Landlord shall not be obligated to pay Tenant any installment of Tenant’s Allowance because Tenant is then in default as specifically provided in this Section 29.02(a), upon the curing of such default and provided that this Lease has not been terminated, Landlord shall once again be obligated to pay all installments of Tenant’s Allowance then due. In the event that the cost and expense of Tenant's ’s Work shall exceed the amount of Tenant's Allowancethis amount, Tenant shall be entirely responsible for such excess. In the event that the cost and expense of Until exhausted, Tenant's Work shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit against the fixed rent payable under the Lease. Tenant's ’s Allowance shall be payable directly to such contractor, subcontractor, materialmen, supplier or as Tenant may otherwise direct upon written requisition in installments as Tenant's ’s Work progresses, but in no event more frequently than monthly. The amount of each installment of Tenant's ’s Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant due and payable for completed portions of Tenant's ’s Work referenced in such requisition (as evidenced by the paid invoices due and payable and delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installmentinstallment which Landlord shall make to Tenant within thirty (30) days after receipt of the items set forth in clauses (1), (2) and (3) below, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's ’s Work performed since the last disbursement subject to customary retentions, except with respect to the first requisition; (2) a certificate signed by Tenant's ’s architect or an officer of Tenant certifying that the Tenant's ’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, ; (3) conditional partial lien waivers by contractors, subcontractors and all materialmen for all such work in the substantially the same form attached hereto as Exhibit R or, if then available, for work covered by the prior disbursement. If Landlord fails to make any such payment of the Tenant Allowance within five (5) business days after its receipt from Tenant of notice that such installment is past due (and same is the case) after Landlord’s receipt of the items set forth in (1), (2) and (43) above and, provided Landlord has not notified Tenant of Landlord’s reasonable good faith dispute with any matter pertaining to the requisition for payment, then Tenant shall be entitled, until the applicable installment is paid, to credit the undisputed amount due for such installment (together with interest at the Default Rate on such undisputed amount from the undisputed due date until paid) against the payment of Fixed Rent and Article 26 additional rent next due under this Lease, provided however, Tenant shall not be entitled to any credit pursuant to this sentence if Tenant is then in default beyond the expiration of any applicable notice and cure period. Notwithstanding anything contained herein, Landlord shall retain not more than $100,000.00 of the Tenant’s Allowance until Tenant or Tenant’s architect has delivered to Landlord with respect to the final disbursement of Tenant's Allowance, ’s Work all Building Department sign-offsoffs (including, without limitation, a letter of completion), inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of over Tenant's Work, Tenant shall submit to Landlord ’s Work and a general release or final lien waivers from all contractors contractors, subcontractors and subcontractors materialmen performing Tenant's ’s Work releasing Landlord from all liability for any Tenant's ’s Work. . (b) At any and all reasonable times during the progress of Tenant's ’s Work, representatives of Landlord shall have the reasonable right of access to the premises Premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do sothereof; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's acts, omissions negligence or willful misconductmisconduct or breach of this Lease by Landlord or Landlord Parties. Any payments Except for the costs for Landlord’s review of Tenant's Allowance ’s Plans in accordance with Section 5.01(e)(iii), Landlord shall not charge any supervisory fee, surcharges or any other fees or charges in connection with initial Tenant Work or any Tenant Changes or any other Tenant Work or Tenant Changes performed during the Term. (c) Landlord shall, in accordance with the above requirements maydisbursement procedures applicable to Tenant’s Allowance, upon written direction reimburse Tenant an amount equal to One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) solely for the costs incurred by Tenant in constructing new public core bathrooms as part of Tenant’s Work (not any private or executive bathrooms) within the Premises. All such work shall be performed in compliance with all codes and other legal requirements, be made directly to Tenant's contractorsincluding, without limitation, the Americans with Disabilities Act.

Layout and Finish. SECTION 29.0142.01 Tenant acknowledges that it has made a full and complete inspection of the Demised Premises. Tenant shallacknowledges that neither Landlord, at Tenant's expensenor Landlord’s agents, and nor any broker, has made any representations or promises in regard to the Demised Premises for the term herein demised, except as part set forth herein. The taking of Tenant's Changespossession of the Demised Premises by Tenant shall be conclusive evidence that the Demised Premises complied with the condition in which the Demised Premises were to be delivered to Tenant under this Agreement, perform all the except for latent defects. 42.02 All installations, materials or work (Tenant's Work) in the premises necessary for Tenant's occupancy thereof, including, but not limited to all work as which may be necessary or desirable to comply with New York City Local Law 5-73prepare, subject equip, decorate or furnish the Demised Premises for Tenant’s occupancy (hereinafter referred to the provisions as “Alterations”) shall be performed by Tenant, at its sole cost and expense (except as set forth in Article 63 of this Lease. Upon ), in accordance with all the term commencement dateterms, Landlord shall make the premises available to Tenant for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities covenants and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms conditions of this Lease. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in the amount of $163,211 (hereinafter called "Tenant's Allowance"), which credit shall be applied solely against the cost and expense incurred in connection with the performance of Tenant's Worklease, including without limitation, fees payable Article 3 hereof. 42.03 Prior to Tenant's engineer and Tenant's architect and making any alterations, including the cost to file the final plans and obtain necessary permits and excluding the cost to purchase any personal property. In the event that the cost and expense alterations contemplated by Article 63 of Tenant's Work shall exceed the amount of Tenant's Allowancethis Lease, Tenant shall be entirely responsible (i) submit to Landlord detailed plans and specifications (including layout, architectural and mechanical drawings) for each such excess. In the event that the cost Alteration and expense shall not commence any such Alteration without first obtaining Landlord’s approval of Tenant's Work such plans and specifications, (if a copy of plans and specifications are available, same shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied annexed hereto as Exhibit B and made a credit against the fixed rent payable under the Lease. Tenant's Allowance part hereof and shall be payable deemed to Tenant upon written requisition in installments as Tenant's Work progressesbe approved by Landlord), but in no event more frequently than monthly. The amount of each installment of Tenant's Allowance payable pursuant which approval shall not be unreasonably withheld, conditioned or delayed (it being agreed that Landlord shall respond to any such requisition shall be an amount equal to the product obtained by multiplying the amount request for consent within ten (10) days after Landlord’s receipt of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentencesame), (ii) at Tenant’s expense (but with Landlord’s reasonable cooperation), obtain all permits, approvals and the denominator of which is equal certificates required by any governmental authorities, it being agreed that all filings with governmental authorities to the total estimated cost of Tenant's Workobtain such permits, which estimate approvals and certificates shall be made, and certified to, by at Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentions, (2) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, (3) partial lien waivers by contractors, subcontractors and all materialmen for all such work or, if then available, for work covered by the prior disbursement’s expense, and (4iii) furnish to Landlord duplicate original policies or certificates thereof of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such alteration) and comprehensive public liability (including property damage coverage) insurance in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, naming Landlord and its agents, any ground lessor and any mortgagee, as additional insureds. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental authority and shall furnish Landlord with copies thereof, together with the “as-built” plans and specifications for such Alterations and lien waivers upon the completion thereof, it being agreed that all filings with governmental authorities to obtain such permits, approvals and certificates shall be made, at Tenant’s expense (but with Landlord’s reasonable cooperation). 42.04 Landlord reserves the right to reasonably disapprove any plans and specifications in part, to reserve approval of items shown thereon pending its review and approval of other plans and specifications, and to reasonably condition its approval upon Tenant’s making revisions to the plans and specifications or supplying additional information. Any review or approval by Landlord of any plans and/or specifications or any preparation or design of any plans by Landlord’s architect or engineer (or any architect or engineer designated by Landlord) with respect to any Alteration is solely for Landlord’s benefit, and without any representation or warranty whatsoever to Tenant or any other person or entity with respect to the final disbursement compliance thereof with any applicable governmental requirements, the adequacy, correctness or efficiency thereof or otherwise. 42.05 Upon the request of Tenant's Allowance, all Building Department sign-offsLandlord, inspection at Tenant’s cost and expense, shall join in any applications for any permits, approvals or certificates and any permits required to be issued obtained by Tenant in connection with any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any Tenant's Work. At any and all times during the progress of Tenant's Work, representatives of Landlord shall have the right of access to the premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance permitted Alteration (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with provided that the provisions of the Lease if applicable governmental requirement shall require that Landlord join in such application) and shall otherwise cooperate with Tenant fails to correct same promptly after written notice from Landlord to do so; providedin connection therewith, however, provided that Landlord shall not be obligated to incur no liabilityany cost or expense, obligation including, without limitation, attorneys’ fees and disbursements, or responsibility to Tenant or suffer any third party by reason of such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments of Tenant's Allowance liability in accordance with the above requirements may, upon written direction of Tenant, be made directly to Tenant's contractorsconnection therewith.

Layout and Finish. SECTION 29.0142.01. Tenant shallhereby covenants and agrees that Tenant will, at Tenant's own cost and expense, and in a good and workmanlike manner, make and complete the work and installations in and to the demised premises set forth below in such manner so that the demised premises will be executive and general offices of a standard consistent with the nature and quality of the Building. Tenant, at Tenant's expense, shall prepare a final plan or final set of plans and specifications (which said final plan or final set of plans, as part of the case may be, and specifications are hereinafter called the "final plan"), and in accordance with the final plan, Tenant, at Tenant's Changesexpense, perform all will make and complete in and to the demised premises the work and installations (hereinafter called "Tenant's Work") specified in the premises necessary for Tenant's occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73, subject to the provisions of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02final plan. Tenant shall perform Tenant's Work pursuant to in accordance with the provisions of Article 5(e) 6 hereof and with the applicable Building-standard specifications governing the performance of tenant improvement work in the Building, a copy of which has been previously delivered to Tenant. The final plan shall be submitted by Tenant to Landlord for Landlord's written approval, which approval shall not be unreasonably withheld or delayed. Tenant shall promptly reimburse Landlord upon demand for any reasonable out-of-pocket costs and expenses incurred by Landlord in connection with Landlord's review of Tenant's final plan. If Landlord shall disapprove the final plan, Landlord shall set forth its reasons for such disapproval and itemize those portions of the Lease, final plan so disapproved. Landlord shall not be deemed unreasonable in withholding its consent to the extent that the final plan prepared by Tenant pursuant hereto involves the performance of work or the installation in the demised premises of materials or equipment which do not equal or exceed the standard of quality adopted by Landlord for the Building. In the event Landlord shall fail to initially respond to Tenant's request for approval of Tenant's final plan within ten (10) business days after receipt thereof then Landlord shall be deemed to have given its approval. After Landlord shall have approved Tenant's final plans and Tenant shall resubmit any portion of the final plans for Landlord's approval after making non-material modifications thereof, the 10 business day period set forth in the preceding sentence shall be reduced to five (5) business days. Tenant agrees that Tenant's Work will be performed with the least possible disturbance to the occupants of other parts of the Building and to the structural and mechanical parts of the Building and Tenant will, at its own cost and expense leave all structural and mechanical parts of the Building which shall or may be affected by Tenant's Work in good and workmanlike operating condition. Without limiting the generality of the foregoing provisions of this paragraph, if Tenant shall request consent to reinforce the flooring of the demised premises and Landlord shall consent thereto, such consent shall be conditioned on Tenant's performance of such reinforcement work in accordance with Landlord's reasonable rules, regulations and procedures with respect thereto, including, without limitation, reasonable procedures to prevent interference with the use only contractors and subcontractors occupancy of the Building by the tenants occupying space below the demised premises, such as advance notice, use of overtime labor, sufficient insurance and other reasonable procedures. 42.02. The following conditions shall also apply to Tenant's Work: (a) all Tenant's Work shall be of material, manufacture, design and capacity at least equal to the standard adopted by Landlord for the Building (hereinafter called "Building Standard"); (b) Tenant, at Tenant's expense shall (i) file all required architectural, mechanical and electrical drawings and obtain all necessary permits, including, without limitation, BN Approvals and (prior to occupancy) the Form TR-1 sign-off and the required sprinkler sign-offs from the New York City Department of Buildings, and (ii) furnish and perform all engineering and engineering drawings in connection with Tenant's Work. Landlord agrees to sign Tenant's BN Application promptly upon receipt thereof and prior to reviewing Tenant's final plans for approval provided and on condition that it is expressly understood and agreed by Tenant that such signing of Tenant's BN Application is being done purely as an accommodation for Tenant in order to expedite the commencement of Tenant's Work, and shall not in any way whatsoever constitute nor shall same be construed as Landlord's approval of Tenant's final plans as to which Landlord shall reserve its review rights in accordance with the following sentence, and furthermore Tenant agrees that if Landlord shall disapprove Tenant's final plans in any respect, Tenant shall file a modified BN (c) Notwithstanding anything to the contrary set forth in this Lease or the Building specifications governing the performance of tenant improvement work in the Building, Tenant shall be permitted to use engineering firms for mechanical and electrical engineering with respect to the preparation of Tenant's engineering drawings in connection with Tenant's Work, who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except provided that such engineering drawings are reviewed and approved by the firm of Xxxxxxxxx Associates (ain the case of mechanical and electrical engineering) tieand Xxxxxxx Associates (in the case of structural engineering). Tenant shall pay all reasonable out-of-pocket costs incurred in connection with such engineering, including, without limitation, the fees and expenses of the aforementioned firms for review of engineering drawings. (d) All contractors and subcontractors used by Tenant to perform Tenant's Work shall be approved in writing by Landlord in advance pursuant to the provisions of Article 6 hereof; provided, however, that: (i) Tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord BMS contractor for such work in the Building, and (b) all Class-class E system tie-ins will be performed by the electrician currently designated by Landlord as the current Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be provided such contractors' rates are commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattanreasonable. SECTION 29.03. Provided Tenant is not in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in the amount of $163,211 (hereinafter called "Tenant's Allowance"), which credit shall be applied solely against the cost and expense incurred in ii) In connection with the performance of Tenant's Work, including without limitationTenant shall request that Xxxx Construction submit a bid for general contractor. (e) All Tenant-installed piping, fees payable conduit and cabling in the Building communications closet, electrical closet and MER room will be color coded per the Building coding plan. Such color coding may be effected by enamel painting in accordance with Landlord's Building Standard procedures therefor. All blinds are to be Building Standard only, furnished at Tenant's engineer and expense. 42.03. It is understood that of the services to be furnished by Landlord referred to in Article 21 hereof, Landlord shall not furnish any cleaning services until Tenant commences occupancy of the demised premises for the conduct of its business. Tenant shall be responsible for removal of Tenant's architect refuse and rubbish during the cost to file period that Tenant's Work is in progress in the final plans and obtain necessary permits and excluding demised premises. Landlord agrees that a functioning wet column shall be available in the cost to purchase any personal propertydemised premises during the performance of Tenant's Work. 42.04. In Landlord shall, at Tenant's written request, cooperate in all reasonable respects with Tenant in the event that the cost and expense performance by Tenant of Tenant's Work shall exceed in preparing the amount of demised premises for Tenant's Allowanceoccupancy including, without limitation, signing forms and applications, where necessary for filing, and Landlord shall instruct its employees and contractors to render such assistance and to cooperate with Tenant's employees, representatives and contractors provided that to the extent that Landlord shall incur any reasonable expense in so cooperating or in rendering such assistance, Tenant shall reimburse Landlord for such reasonable expense as additional rent hereunder. Landlord shall also cooperate, at no expense to Landlord, in making the Building architect, Xxxxx & Associates, available for consultation with Tenant and its representatives, at Tenant's sole cost and expense. 42.05. Landlord agrees that in connection with the plumbing for Tenant's pantry in the demised premises, Tenant shall be entirely responsible provided a path for required plumbing under the slab to an existing drain on the 4th floor, selected by Landlord, and the condition of such excess. In path shall not require the event that removal or encapsulation of asbestos under Legal Requirements prior to the cost and expense commencement of Tenant's Work shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit against the fixed rent payable plumbing work under the Lease. Tenant's Allowance shall be payable to Tenant upon written requisition in installments as Tenant's Work progresses, but in no event more frequently than monthly. The amount of each installment of Tenant's Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentions, (2) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, (3) partial lien waivers by contractors, subcontractors and all materialmen for all such work or, if then available, for work covered by the prior disbursement, and (4) with respect to the final disbursement of Tenant's Allowance, all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any Tenant's Work. At any and all times during the progress of Tenant's Work, representatives of Landlord shall have the right of access to the premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do so; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments of Tenant's Allowance in accordance with the above requirements may, upon written direction of Tenant, be made directly to Tenant's contractorsslab.

Layout and Finish. SECTION 29.01. Section 29.01 Except for any work Landlord is required to perform pursuant to Section 2.01(b) hereof and any other obligation of Landlord in this Lease ensure that the Premises are delivered or redelivered to Tenant in the Delivery Condition, Tenant shall, at Tenant's ’s sole expense, and as part of Tenant's ’s Changes, perform all the work (Tenant's ’s Work) in the premises Premises necessary for Tenant's ’s occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5all non-73prexisting or field conditions and non pre-existing non-compliant applicable laws and conditions (including without limitation, the Americans with Disabilities Act (ADA) provided, however, Landlord shall be required to deliver ADA compliant bathrooms on each floor in accordance with the Delivery Condition) or regulations and otherwise, subject to the provisions of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Section 29.02 Provided Tenant is not in default beyond the expiration of any applicable notice and cure period of any term or condition of this LeaseLease In lieu of Landlord altering the Premises, Landlord shall pay Tenant as Landlord’s agent an allowance in for improvements to the amount of $163,211 Premises on Landlord’s behalf (hereinafter called "Tenant's ’s Allowance"), which credit shall be applied solely against the cost and expense incurred in connection with the performance of Tenant's ’s Work, including without limitation, fees payable to Tenant's ’s engineer and Tenant's ’s architect and the cost to file the final plans and obtain necessary permits and (but excluding the cost costs of moving or to purchase any personal property), Tenant’s Allowance not to exceed $2,475,045.00. In the event that the cost and expense of Tenant's ’s Work shall exceed the amount of Tenant's Allowancethis amount, Tenant shall be entirely responsible for such excess. In the no event that the cost and expense of Tenant's Work shall be less more than the amount sum of $495,009.00 be paid for fees payable to Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit against the fixed rent payable under the Lease’s engineers or architects or for filing or permit fees. Tenant's ’s Allowance shall be payable to Tenant Tenant, or at Tenant’s election, to the Contractors, upon written requisition in installments as Tenant's ’s Work progresses, but in no event more frequently than monthly. The amount of each installment of Tenant's ’s Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's ’s Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's ’s Work performed since the last disbursement subject to customary retentions, ; (2) a certificate signed by Tenant's ’s architect or an officer of Tenant certifying that the Tenant's ’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, ; (3) partial lien waivers by contractors, subcontractors and all materialmen for all such work previously paid or, if then available, for work covered by bypaid under the prior disbursement, ; and (4) with respect to the final disbursement of Tenant's ’s Allowance, all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit to Landlord thereover and a general release or final lien waivers from all contractors and subcontractors performing Tenant's ’s Work releasing Landlord from all liability for any Tenant's ’s Work. At any and all times during the progress of Tenant's ’s Work, representatives of Landlord shall have the right of access to the premises Premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's ’s Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's ’s Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do so; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's ’s acts, damage to work negligence or willful misconduct. Any payments of Notwithstanding the foregoing, Landlord shall promptly pay to Tenant all additional costs incurred by Tenant due to Landlord's failure to deliver the Premises in the Delivery Condition to the extent that such failure impacts Tenant's Allowance Work. In the event Landlord fails to pay any invoice or application for payment for a period greater than forty (40) days Tenant may offset such amount as set forth in accordance with the above requirements may, upon written direction of Tenant, be made directly to Tenant's contractorsSection 20.01(b) and recoups against all rentals as therein provided.

Layout and Finish. SECTION 29.01. Section 29.01 Except for Landlord’s Base Building Work and Landlord’s Work, Tenant shall, at Tenant's ’s sole expense, and as part of Tenant's ’s Changes, perform all the work (“Tenant's ’s Work”) in the premises Premises necessary for Tenant's ’s occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73all applicable Requirements (including without limitation, the Americans with Disabilities Act) or regulations and otherwise, subject to the provisions of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, Provided that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not then in monetary or material non-monetary default beyond the expiration of any term or condition of this Leaseapplicable notice, grace and cure periods, Landlord shall pay Tenant an allowance in an amount equal to $100.00 per rentable square foot of the amount Premises for a total of $163,211 10,623,000.00 (hereinafter called "the “Tenant's ’s Allowance"”), which credit Tenant’s Allowance shall be applied used to pay solely against the following costs and expenses: (i) the cost and expense incurred in connection with the performance of Tenant's ’s Work, including (ii) all soft costs (not to exceed $2,124,600.00) relating to Tenant’s Work, including, without limitation, fees payable to Tenant's ’s engineer and Tenant's ’s architect and all consultants (e.g., Tenant’s project manager) involved in Tenant’s Work and the cost to file the final plans Tenant Plans and obtain necessary permits and (but excluding the cost costs of moving or to purchase any personal property). If Landlord shall not be obligated to pay Tenant any installment of Tenant’s Allowance because Tenant is then in default as specifically provided in this Section 29.02(a), upon the curing of such default and provided that this Lease has not been terminated, Landlord shall once again be obligated to pay all installments of Tenant’s Allowance then due. In the event that the cost and expense of Tenant's ’s Work shall exceed the amount of Tenant's Allowancethis amount, Tenant shall be entirely responsible for such excess. In the event that the cost and expense of Until exhausted, Tenant's Work shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit against the fixed rent payable under the Lease. Tenant's ’s Allowance shall be payable directly to such contractor, subcontractor, materialmen, supplier or as Tenant may otherwise direct upon written requisition in installments as Tenant's ’s Work progresses, but in no event more frequently than monthly. In no event shall any installment of Tenant’s Allowance or the Bathroom Allowance (as defined in Section 29.02(c) below) be payable to Tenant after the thirty-sixth (36th) month anniversary of the Term Commencement Date and Tenant hereby waives the right to receive any amounts of Tenant’s Allowance after such thirty-sixth (36th) month anniversary. The amount of each installment of Tenant's ’s Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant due and payable for completed portions of Tenant's ’s Work referenced in such requisition (as evidenced by the paid invoices due and payable and delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, which Landlord shall make to Tenant (or to the applicable contractors, subcontractors, materialmen or suppliers, as Tenant directs) within thirty (30) days after receipt of the items set forth in clauses (1), (2) and (3) below, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's ’s Work performed since the last disbursement subject to customary retentions, disbursement; (2) a certificate signed by Tenant's ’s architect or an officer of Tenant certifying that the Tenant's ’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, Tenant Plans; (3) conditional partial lien waivers by contractors, subcontractors and all materialmen (which/who have provided labor and/or materials costing in excess of $5,000.00) for all such work work, or, if then available, for work covered by the prior disbursement. If Landlord fails to make any such payment of the Tenant’s Allowance or any payment of the Bathroom Allowance, in either case within fifteen (15) business days after its receipt from Tenant of notice that such installment is past due (and same is the case) after Landlord’s receipt of the items set forth in (1), (2) and (43) above and, provided Landlord has not notified Tenant of Landlord’s reasonable good faith dispute with any matter pertaining to the requisition for payment, then Tenant shall be entitled, until the applicable installment is paid, to credit the undisputed amount due for such installment against the payment of Fixed Rent and Article 26 additional rent next due under this Lease together with interest at the Default Rate, provided however, Tenant shall not be entitled to any credit pursuant to this sentence if Tenant is then in monetary or material non-monetary default beyond the expiration of any applicable notice, grace and cure periods. Notwithstanding anything contained herein, Landlord shall retain seven and one-half percent (7.5%) of Tenant’s Allowance until Tenant or Tenant’s architect has delivered to Landlord with respect to the final disbursement of Tenant's Allowance, ’s Work all Building Department sign-offsoffs (including, without limitation, a letter of completion), inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of over Tenant's Work, Tenant shall submit to Landlord ’s Work and a general release or final lien waivers from all contractors contractors, subcontractors and subcontractors materialmen (which/who have provided labor and/or materials costing in excess of $5,000.00) performing Tenant's ’s Work releasing Landlord from all liability for any Tenant's ’s Work. . (b) At any and all reasonable times during the progress of Tenant's ’s Work, representatives of Landlord shall have the reasonable right of access to the premises Premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do sothereof; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's acts, omissions negligence or willful misconductmisconduct or breach of this Lease by Landlord or Landlord Parties. Any payments Except for the costs for Landlord’s review of Tenant Plans (provided, however, that Landlord shall not charge fees or costs for Landlord’s review of Tenant's Allowance ’s Plans for Tenant’s Work in excess of $5,000.00 in the aggregate) in accordance with Section 5.01(e)(iii), Landlord shall not charge any supervisory fee in connection with initial Tenant Work or any Tenant’s Changes performed during the Term. (c) Landlord shall, in accordance with the above requirements maydisbursement procedures applicable to Tenant’s Allowance, upon written direction reimburse Tenant for or at Tenant’s option directly pay contractors, subcontractors, materialmen or suppliers, as the case may be, an amount (“Bathroom Allowance”) equal to $7.50 per rentable square foot of the Premises for a total of $796,725.00 solely for the costs incurred by Tenant in building the core restrooms and the shower areas in the Premises as part of Tenant’s Work (not any private or executive restrooms). All such work shall be performed in compliance with all Requirements, including, without limitation, the ADA. If Tenant does not utilize any portion of the Bathroom Allowance, such unutilized portion may be made directly to used by Tenant only as additional Tenant's contractors’s Allowance.

Layout and Finish. SECTION 29.01. (a) Tenant shallhereby covenants and agrees that Tenant will, at Tenant's ’s own cost and expense, and as part of Tenant's Changesin a good and workmanlike manner, perform all make and complete the work (Tenant's Work) and installations in and to the Premises set forth below appropriate for a first class office building in the premises Borough of Manhattan, City of New York. (b) Tenant, at Tenant’s expense, shall prepare a final plan or final set of plans and specifications (which said final plan or final set of plans, as the case may be, and specifications are herein called the “final plan”) which shall contain complete information and dimensions necessary for Tenant's occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73, subject to the provisions construction and finishing of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant Premises and for the performance of such work engineering in connection therewith. The final plan shall be submitted by Tenant to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord no later than ninety (90) days from the date hereof, for Landlord's labor regulations and ’s written approval, which approval shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed. If Landlord shall disapprove the final plan, except that (a) tie-ins to Landlord shall set forth its reasons for such disapproval and itemize those portions of the Building's BMS system will be performed final plan so disapproved. Without limitation of any other provisions of this lease, Landlord may withhold its consent if the final plan prepared by Tenant pursuant hereto involves the contractor currently designated performance of work or the installation in the Premises of materials or equipment which do not equal or exceed the standard of quality appropriate for a first class office building in the Borough of Manhattan, City of New York adopted by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by . At such time as Tenant submits the electrician currently designated by final plans to Landlord as the Building electrician; provided, however, that the cost for Landlord’s approval Tenant shall advise Landlord in writing of the contractors set forth in the foregoing clauses (ageneral contractor(s) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided or construction manager which Tenant is not in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in the amount of $163,211 (hereinafter called "Tenant's Allowance"), which credit shall be applied solely against the cost and expense incurred in connection with considering using for the performance of Tenant's ’s Work; which such general contractors shall, including without limitationto the extent permitted by law, fees payable use employees for Tenant’s Work who will work harmoniously with other employees on the job. Subject to Tenant's engineer the provisions of Section 38.02(c) and Tenant's architect Article 11, such general contractor(s) and the cost to file the final plans and obtain necessary permits and excluding the cost to purchase any personal property. In the event that the cost and expense of Tenant's Work shall exceed the amount of Tenant's Allowance, Tenant all subcontractors shall be entirely responsible for such excess. In the event that the cost and expense of Tenant's Work shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit against the fixed rent payable under the Lease. Tenant's Allowance shall be payable to Tenant upon written requisition in installments as Tenant's Work progresses, but in no event more frequently than monthly. The amount of each installment of Tenant's Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentions, Landlord’s prior written approval. (2c) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in In accordance with the final plan, Tenant, at Tenant’s expense, will make and complete in and to the Premises (3herein sometimes called the “Work Area”) partial the work and installations (herein called “Tenant’s Work”) specified in the final plan. Tenant agrees that Tenant’s Work will be performed with the least possible disturbance to the occupants of other parts of the Building and to the structural and mechanical parts of the Building and Tenant will, at its own cost and expense leave all structural and mechanical parts of the Building which shall or may be affected by Tenant’s Work in good operating condition. Tenant, in performing Tenant’s Work will, at its own cost and expense, promptly comply with all laws, rules and regulations of all public authorities having jurisdiction in the Building with reference to Tenant’s Work. Tenant shall not do or fail to do any act which shall or may render the Building of which the Premises are a part, liable to any mechanic’s lien waivers or other lien and if any such lien or liens be filed against the Building of which the Premises are a part, or against Tenant’s Work, or any part thereof, Tenant will, at Tenant’s own cost and expense, promptly remove the same of record in accordance with the provisions of Article 11 hereof; or in default thereof, Landlord may cause any such lien or liens to be removed of record by contractorspayment of bond or otherwise, subcontractors as Landlord may elect, and all materialmen Tenant will reimburse Landlord for all such work or, if then available, for work covered by the prior disbursement, costs and (4) with respect expenses incidental to the final disbursement removal of any such lien or liens incurred by Landlord. Landlord agrees to notify Tenant promptly of any lien of which Landlord receives notice. Tenant shall indemnify and save harmless Landlord for all costs and expenses incidental to the removal of any such lien or liens incurred by Landlord. Except and to the extent that Tenant's Allowance’s Work shall be performed by Landlord, Tenant shall indemnify and save harmless Landlord of and from all claims, counsel fees, loss, damage and expenses whatsoever by reason of any liens, charges or payments of any kind whatsoever that may be incurred or become chargeable against Landlord or the Building Department sign-offsof which the Premises are a part, inspection certificates and or Tenant’s Work or any permits required part thereof, by reason of any work done or to be issued done or materials furnished or to be furnished to or upon the Premises in connection with Tenant’s Work. Tenant hereby covenants and agrees to indemnify and save harmless Landlord of and from all claims, counsel fees, loss, damage and expenses whatsoever by reason of any governmental entities having jurisdiction thereover. Within a reasonable period after injury or damage, howsoever caused, to any person or property occurring prior to the substantial completion of Tenant's Work’s Work or occurring after such completion, Tenant shall submit as a result of anything done or omitted in connection therewith or arising out of any fine, penalty or imposition or out of any other matter or thing connected with any work done or to Landlord a general release be done or final lien waivers from all contractors and subcontractors performing materials furnished or to be furnished in connection with Tenant's Work releasing Landlord from all liability for any Tenant's ’s Work. At any and all times during the progress of Tenant's ’s Work, representatives of Landlord shall be entitled to have a representative or representatives on the right of site to inspect Tenant’s Work and such representative or representatives shall have free and unrestricted access to the premises any and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions every part of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do soPremises; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except inspection. (d) Tenant shall at Tenant’s sole cost and expense file all necessary architectural plans and obtain all necessary approvals and permits in connection with Tenant’s Work being performed by it pursuant to this Article. Landlord shall cooperate upon Tenant’s request with Tenant’s efforts to obtain all necessary permits provided that Landlord shall incur no expense nor any liability in connection therewith. 38.02. The following conditions shall also apply to Tenant’s Work: (a) all Tenant’s Work shall be of material, manufacture, design, capacity and color at least the standard appropriate for a first class office building comparable to the extent Building (herein called “Building Standard”); (b) Tenant, at Tenant’s expense shall (i) file all required architectural, mechanical and electrical drawings and obtain all necessary permits, and (ii) furnish and perform all engineering and engineering drawings in connection with Tenant’s Work. Tenant shall obtain Landlord’s approval of Landlord's negligence the drawings referred to in clauses (i) and (ii) of this subsection 38.02(b) which approval shall not be unreasonably withheld or willful misconduct. Any payments delayed. (c) Tenant shall use the engineer designated by Landlord with respect to the preparation of Tenant's ’s engineering drawings in connection with Tenant’s Work; Tenant shall use the contractors designated by Landlord in connection with the performance of all electrical and mechanical work to be performed in the Premises as a portion of Tenant’s Work. (d) All Tenant’s Work shall be performed by Tenant in accordance with Article 11 hereof and the Alterations Rules and Regulations attached hereto as Exhibit E. 38.03. It is understood that of the services to be furnished by Landlord referred to in Article 15 hereof, Landlord shall not furnish any cleaning services until Tenant commences occupancy of the Premises for the conduct of its business. Tenant shall be responsible for removal of Tenant’s refuse and rubbish during the period that Tenant’s Work is in progress in the Premises. 38.04. Landlord shall be reimbursed by Tenant, as additional rent hereunder, for any costs or expenses paid or incurred by Landlord in connection with any request by Tenant (which shall be in writing) that Landlord cooperate with Tenant or render assistance to Tenant in connection with the performance of any Tenant’s Work. (a) Landlord shall allow Tenant an allowance in the amount of SIX HUNDRED SEVENTY-SIX THOUSAND EIGHT HUNDRED FORTY-FIVE and 00/100 ($676,845.00) DOLLARS (herein called the “Work Allowance”), which Work Allowance shall be applied solely against the cost and expense of the actual construction work performed by Tenant in connection with Tenant’s Work in the Premises (and work performed by Tenant as licensee under that certain “License Agreement” [as hereinafter defined]), which shall include the installation costs for telephone wiring, network and audio-visual cabling; provided, however, that Tenant shall have the right to apply up to an aggregate of One Hundred Thirty-Five Thousand Three Hundred Sixty Nine and 00/100 ($135,369.00) Dollars of the Work Allowance to design consultant’s, architect’s and engineer’s fees and Tenant’s reasonable out-of-pocket moving expenses incurred to relocate Tenant’s furniture, fixtures and equipment to the Premises (collectively, “Soft Costs”). In the event that the cost and expense of such actual construction work and Soft Costs shall exceed the amount of the Work Allowance, Tenant shall be entirely responsible for such excess. If Tenant does not use all or any part of the Work Allowance for Tenant’s Work and Soft Costs, then the Work Allowance shall be reduced accordingly. For purposes hereof, the License Agreement referred to above means that certain License Agreement, dated as of June 27, 2002, between Zurich American Insurance Company, as licensor, and Tenant, as licensee, covering the fifty-third (53rd) floor of the Building (other than the computer room located thereon). (b) The Work Allowance shall be payable to Tenant in installments as Tenant’s Work progresses, but in no event more frequently than monthly. Prior to the payment of any such installment, Tenant shall deliver to Landlord a written request for disbursement which shall be accompanied by (1) paid invoices for the portion of Tenant’s Work referenced in such requisition, (2) a certificate signed by Tenant’s architect and an officer of Tenant certifying that the portion of Tenant’s Work referenced in said requisition and represented by the aforesaid invoices has been satisfactorily completed in accordance with Tenant’s final plan, (3) partial lien waivers (in recordable form and form satisfactory to Landlord) from contractors, subcontractors and all materialmen who shall have performed any such work releasing Tenant for liability for the same. Landlord shall be permitted to retain from each disbursement an amount equal to 5% of the amount requested to be disbursed by Tenant. The aggregate amount of the retainages shall be paid by Landlord to Tenant upon completion of Tenant’s Work and upon receipt from Tenant of (i) a certificate signed by Tenant’s architect and an officer of Tenant certifying that Tenant’s Work has been satisfactorily completed in accordance with the above requirements mayfinal plan, upon written direction (ii) all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover, and (iii) a general release from all contractors and subcontractors performing Tenant’s Work releasing Landlord and Tenant from all liability for any Tenant’s Work. (c) At any and all times during the progress of Tenant’s Work, representatives of Landlord shall have the right of access to the Premises and inspection thereof and Landlord shall have the right to withhold payment of any portion of the Work Allowance representing the reasonably estimated cost of any such work not being performed in a manner reasonably satisfactory to Landlord; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection. (d) The Work Allowance is being given for the benefit of Tenant only. No third party shall be made directly permitted to Tenant's contractorsmake any claims against Landlord or Tenant with respect to any portion of the Work Allowance.

Layout and Finish. SECTION 29.0145.01. Tenant shallhereby covenants and agrees that Tenant will, at Tenant's own cost and expense, make and complete the work and installations in and to the demised promises set forth below in a good and workerlike manner to the extent customary and standard with the real estate industry for first class office buildings in midtown Manhattan comparable to the Building. Tenant, at Tenant's expense, shall prepare a final plan or final set of plans and specifications (which said final plan or final set of plans, as part the case may be, and specifications are hereinafter called the "final plan") which shall contain complete information and dimensions necessary for the construction and finishing of the demised premises and for the engineering in connection therewith. The final plan shall be submitted by Tenant to Landlord on or before Juno 30, 1993 for Landlord's written approval which written approval shall not be unreasonably withhold or delayed. Tenant shall promptly reimburse Landlord upon demand for any reasonable out-of-pocket costs And expenses incurred by Landlord or independent third parties in connection with Landlord's review of Tenant's Changesfinal plan. Landlord shall incur no liability, perform all obligations or responsibility to Tenant or any third party by reason of such review. If Landlord shall disapprove the, final plan, Landlord shall set forth its reasons for such disapproval and itemize those portions of the final plan so disapproved. Landlord shall not be doomed unreasonable in withholding its consent to the extent that the, final plan prepared by Tenant pursuant hereto involves the performance, of work or the installation in the demised promises of materials or equipment which do not equal or exceed Building Standard quality. If Tenant in its submission to Landlord of its final plans make specific reference to the following time limitation and the consequences of Landlord's failure to respond, then, Landlord's failure to respond to Tenant's submission within two, (2) weeks after the later of (i) its receipt thereof or (ii) the date that Landlord executes this Lease and delivers copies thereof to Tenant, shall be deemed approval. In accordance with the final plan, Tenant, at Tenant's expense, will make and complete in and to the demised premises (hereinafter Sometimes called the "'Work Area") the work and installations (hereinafter called "Tenant's Work") specified in the premises necessary for Tenant's occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73, subject to the provisions of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02final plan. Tenant shall perform Tenant's Work pursuant in accordance with such rules and regulations as Landlord may from time to time designed governing the provisions performance. of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such tenant improvement work in the Building. Tenant agrees that Tenant's Work will be, performed with the, least possible disturbance to other occupants of the, Building and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as structural and mechanical parts of the Building electrician; providedand Tenant will, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in the amount of $163,211 (hereinafter called "Tenant's Allowance"), which credit shall be applied solely against the at its own cost and expense incurred leave, all structural and mechanical parts of the Building which shall or may be affected by Tenant's Work in connection good and workmanlike operating condition. Tenant, in performing Tenant's Work will, at its own cost and expense, promptly comply with all laws, rules and regulations of all public authorities having jurisdiction in the performance Building with reference, to Tenant's Work. Tenant shall not do or fail to do- any act which shall or may render the Building of which the demised premises are a part, liable to any mechanic's lien or other lien and if any such lien or liens be filed against the Building of which the demised premises are a part, or against Tenant's Work, including without limitationor any part thereof, fees payable to Tenant will, at Tenant's engineer and Tenant's architect and the cost to file the final plans and obtain necessary permits and excluding the cost to purchase any personal property. In the event that the own cost and expense expense, promptly remove, the same of record within thirty (30) days after the filing of such lion or lions; or in -default thereof, Landlord may cause any such lien or liens to be removed of record by payment of bond or otherwise, an Landlord may elect, and Tenant will reimburse Landlord for all costs and expenses incidental to the removal of any such lien or liens incurred by Landlord. Tenant shall indemnify and save harmless Landlord of and from all claims, counsel fees, loss, damage and expenses whatsoever by reason of any lions, charges or payments of any kind whatsoever that may be incurred or become chargeable against Landlord or the Building of which the demised promises are a part, or Tenant's Work shall exceed or any part thereof, by reason of any work done or to be, done or materials furnished or to bo furnished to or upon the amount of Tenant's Allowance, Tenant shall be entirely responsible for such excess. In the event that the cost and expense of Tenant's Work shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred demised premises in connection with Tenant's Work may be applied as a credit against the fixed rent payable under the LeaseWork. Tenant's Allowance shall be payable Tenant hereby covenants and agrees to Tenant upon written requisition in installments as Tenant's Work progressesindemnify and save harmless Landlord of and from all claims, but in no event more frequently than monthly. The amount counsel fees, lose, damage and expenses whatsoever by reason of each installment of Tenant's Allowance payable pursuant any injury or damage, howsoever caused, to any such requisition shall be an amount equal person or property occurring prior to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions completion of Tenant's Work referenced or occurring after such completion, as a result of anything done, or omitted in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment connection therewith or arising out of any such installmentfine, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentions, (2) a certificate signed by Tenant's architect penalty or an officer imposition or out of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance any other matter or thing connected with the final plan, (3) partial lien waivers by contractors, subcontractors and all materialmen for all such any work or, if then available, for work covered by the prior disbursement, and (4) with respect to the final disbursement of Tenant's Allowance, all Building Department sign-offs, inspection certificates and any permits required done or to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit done or materials furnished or to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any be furnished in connection with Tenant's Work. At any and all times during the progress of Tenant's Work, representatives of Landlord shall have the right of access to the premises Landlord, at Landlord's sole cost and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as expense, shall be reasonably appropriate under entitled to have a representative or representatives on the circumstances) as shall equal the cost of correcting any portions of site to inspect Tenant's Work which and such representative or representatives shall not have been performed in compliance with the provisions free and unrestricted access to any and every part of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do sodemised premises; provided, however, that any such representative shall use reasonable efforts, to the extent reasonably practicable, to minimize any interference with the performance of Tenant's Work. Tenant shall advise Landlord in. writing of Tenant's general contractor and subcontractors who are to do Tenant's Work, and such general contractor and subcontractors shall be subject to Landlord's prior written approval in advance; such contractors shall, to the extent permitted by law, use employees for Tenant's Work who will work harmoniously with other employees on the job. Annexed hereto as Schedule D is a list of general contractors and subcontractors which have been approved by Landlord for the performance of Tenant's Work. Tenant shall at Tenant's sole cost and expense file all necessary architectural plans and obtain all necessary approvals and permits in connection with Tenant's Work being performed by it pursuant to this Article 45. 45.02. The following conditions shall also apply to Tenant's Work: (a) all Tenant's Work shall be of material, manufacture, design, capacity and light colors at least equal to Building Standard; (b) Tenant, at Tenant's expense shall (i) file all required architectural, mechanical and electrical drawings and obtain all necessary permits,-and (ii) furnish and perform all engineering and engineering drawings in connection with Tenant's Work. Tenant shall obtain Landlord's approval of the drawings referred to in (i) and (ii) hereof; (c) Tenant shall use, in connection with the preparation of Tenant's plans and specifications, an architect who shall be licensed in the City and State of New York, and such plans and specifications shall be approved by (and all engineering required to be performed in connection therewith shall be performed by) an engineering firm approved by Landlord, which engineering firm shall likewise be licensed in the City and State of New York; (d) Prior to the commencement of Tenant's Work Tenant shall furnish to Landlord certificates evidencing the existence of (i) workmen's compensation insurance, covering all persons employed for such work, and (ii) reasonable comprehensive general liability and property damage insurance naming Landlord, its designees, and Tenant as insureds with coverage of at least $3,000,000 single limit; (e) Tenant shall complete Tenant's Work on or before December 31, 1993; and (f) Notwithstanding anything to the contrary contained herein, Landlord shall have no liability to Tenant and this Lease shall not be affected if Tenant is unable to obtain a building permit or other necessary approval for the performance of Tenant's Work. 45.03. Tenant shall be responsible for removal of Tenant's refuse and rubbish during the period that Tenant's Work is, in progress in the demised. premises. . 45.04. Landlord shall, at Tenant's written request, cooperate in all reasonable respects with Tenant in the performance by Tenant of Tenant's Work in preparing the demised premises for Tenant's occupancy and Landlord shall instruct its employees and contractors to render such assistance and to cooperate with Tenant's employees, representatives and contractors provided that to the extent that Landlord shall incur no liabilityany expense in so cooperating or in rendering such assistance, obligation or responsibility to Tenant or any third party by reason of shall reimburse Landlord for such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments of Tenant's Allowance in accordance with the above requirements may, upon written direction of Tenant, be made directly to Tenant's contractorsexpense as additional rent hereunder.

Layout and Finish. SECTION 29.012.1 Tenant, at Tenant's cost and expense, and in a professional and workmanlike manner, shall make and complete the work and installations in and to the demised premises set forth below in such manner so that the demised premises will be executive, general and administrative offices appropriate for a first class office building in Westchester County, New York. Tenant shallTenant, at Tenant's expense, shall cause to be prepared a preliminary plan or set of plans (which said plan or set of plans, as the case may be, are hereinafter called the "plan") which shall contain information relating to the construction of the demised premises and the engineering in connection therewith and any effect on building systems. The plan shall be submitted by Tenant to Landlord for Landlord's approval, which approval shall not unreasonably withheld or delayed and shall be based solely upon (i) the effect of "Tenant's Work", as part defined below, upon the A/B Building engineering specifications and systems, (ii) potential for interference with the rights of other tenants, (iii) compliance of the plan with Legal Requirements (but Landlord's approval of the plan shall in no way be deemed a representation that such plans comply with Legal Requirements and (iv) the effect of Tenant's ChangesWork (as hereinafter defined) on the structure of the A/B Building (i.e., perform all the work (Tenant's Work) Work must not be structural in nature). If Landlord shall disapprove the premises necessary for Tenant's occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73, subject to the provisions of this Lease. Upon the term commencement dateplan, Landlord shall make set forth its reasons for such disapproval and itemize those portions of the premises available plan so disapproved. Landlord shall review and respond to Tenant's plans within seven (7) days of its receipt of a set of detailed plans and specifications and such other information as Landlord or its agents shall reasonably (and promptly) request. In the event that Landlord fails to reject such plans within said seven (7) day period, giving explicit reasons for such rejection, Tenant's Plans shall be deemed approved. In the event that Landlord timely refuses to consent to such plans as set forth above, Tenant shall resubmit the changed plans and Landlord will then have five (5) days from its receipt of the changed plans and specifications to approve or reject such plans, using the criteria set forth above. In the event that Landlord fails to reject such plans within said five (5) day period, giving explicit reasons for such rejection, Tenant's Plans shall be deemed approved. If Landlord still rejects such plans, the performance of such work to same procedure shall be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of used until Landlord's labor regulations and consent is obtained. Landlord shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior deemed unreasonable in withholding its consent to the commencement of any work in extent that the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord plan prepared by Tenant pursuant hereto involves the performance 8 of work or the installation in the demised premises of materials or equipment which do not equal or exceed the standard of quality adopted by Landlord for the Building. 1. Subject to Landlord's review of the terms plans, Tenant shall not be required to remove Tenant's Work upon the expiration of this Lease. SECTION 29.022.2 The following conditions shall also apply to Tenant's Work: (a) Tenant, at Tenant's expense, shall file all required architectural, mechanical and electrical drawings and obtain all necessary permits, and shall furnish and perform all engineering and engineering drawings in connection with Tenant's Work. (b) Prior to Tenant's occupancy of any portion of the demised premises for the conduct of Tenant's business, Tenant, at its expense, shall procure a temporary certificate of occupancy for such portion. Thereafter, Tenant shall perform Tenant's Work diligently proceed to obtain a permanent certificate of occupancy. Landlord agrees to cooperate with Tenant in obtaining all permits and certificate pursuant to this Section 2.2, and, if requested, Landlord agrees to join in applications therefor. 2.3 In accordance with the provisions of Article 5(e) of the Lease, plan and Tenant shall use only contractors such other plans and subcontractors who are previously specifications as may be approved in writing by Landlord, such approval not and in compliance with Article 6 hereof, Landlord at the request of and on behalf of Tenant, at Tenant's expense (subject to Tenant's approval), shall make and complete, or cause to be unreasonably withheld or delayedmade and completed, except that (a) tie-ins in and to the Building's BMS system will be performed by demised premises the contractor currently designated by Landlord for such work in the Building, and installations (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not in default of any term or condition of this Lease, Landlord shall pay Tenant an allowance in the amount of $163,211 (hereinafter herein called "Tenant's AllowanceWork"), which credit shall be applied solely against the cost and expense incurred ) specified in connection with the performance of Tenant's Work, including without limitation, fees payable to Tenant's engineer and Tenant's architect and the cost to file the final plans and obtain necessary permits and excluding the cost to purchase any personal propertysuch plans. In the event that the cost and expense of Total Cost for Tenant's Work shall not exceed the amount actual costs of Tenantsuch work (which may include architect's Allowancefees, Tenant shall be entirely responsible for such excess. In the event that the cost engineering fees and expense of Tenant's Work shall be less than the amount of Tenant's Allowance, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenantobtaining any required permits and costs incurred in connection with installing telephone and data cables) plus Landlord's Work may be applied as a credit against the fixed rent payable under the Lease. Tenant's Allowance shall be payable to Tenant upon written requisition in installments as Tenant's Work progresses, but in no event more frequently than monthly. The amount fee of each installment ten (10%) percent of Tenant's Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant for completed portions of Tenant's Work referenced in such requisition (as evidenced by the paid invoices delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installment, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's Work performed since the last disbursement subject to customary retentions, (2) a certificate signed by Tenant's architect or an officer of Tenant certifying that the Tenant's Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, (3) partial lien waivers by contractors, subcontractors and all materialmen for all such work or, if then available, for work covered by the prior disbursement, and (4) with respect to the final disbursement of Tenant's Allowance, all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of Tenant's Work, Tenant shall submit to Landlord a general release or final lien waivers from all contractors and subcontractors performing Tenant's Work releasing Landlord from all liability for any Tenant's Work. At any and all times during the progress of Tenant's Work, representatives of Landlord shall have the right of access to the premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do so; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's negligence or willful misconduct. Any payments of Tenant's Allowance in accordance with the above requirements may, upon written direction of Tenant, be made directly to Tenant's contractorscost.

Layout and Finish. SECTION 29.01. Section 29.01 Except for any work performed by Landlord in connection with the Delivery Condition, Tenant shall, at Tenant's ’s sole expense, and as part of Tenant's ’s Changes, perform all the work, including without limitation, the work set forth in Section 29.02(b) hereof (“Tenant's ’s Work”) in the premises Premises and the Storage Space (as defined in Article 39 hereof) necessary for Tenant's ’s occupancy thereof, including, but not limited to all work as may be necessary to comply with New York City Local Law 5-73all applicable Requirements (including without limitation, the Americans with Disabilities Act) or regulations and otherwise, subject to the provisions of this Lease. Upon the term commencement date, Landlord shall make the premises available to Tenant for the performance of such work to be done by Tenant. Tenant agrees with respect to its activities and work during such period that it will conform to all of Landlord's labor regulations and shall not do or permit anything to be done that might create any work stoppage, picketing or other labor disruption or dispute. Tenant further agrees that it will, prior to the commencement of any work in the premises, deliver to Landlord all policies of insurance required to be supplied to Landlord by Tenant pursuant to the terms of this Lease. SECTION 29.02. Tenant shall perform Tenant's Work pursuant to the provisions of Article 5(e) of the Lease, and Tenant shall use only contractors and subcontractors who are previously approved in writing by Landlord, such approval not to be unreasonably withheld or delayed, except that (a) tie-ins to the Building's BMS system will be performed by the contractor currently designated by Landlord for such work in the Building, and (b) all Class-E system tie-ins will be performed by the electrician currently designated by Landlord as the Building electrician; provided, however, that the cost of the contractors set forth in the foregoing clauses (a) and (b) shall be commercially reasonable for similar work in first class office buildings comparable to the Building in Manhattan. SECTION 29.03. Provided Tenant is not then in default of any term or condition monetary Term beyond the expiration of this Leaseany applicable notice and cure period, Landlord shall pay Tenant an allowance in an amount equal to $22,981,553.00 (the amount of $163,211 (hereinafter called "“Tenant's ’s Allowance"”), which credit Xxxxxx’s Allowance shall be applied used to pay solely against the following costs and expense: the cost and expense incurred in connection with the performance of Tenant's ’s Work, including all soft costs (not to exceed $4,596,310.60) relating to Xxxxxx’s Work, including, without limitation, fees payable to Tenant's ’s engineer and Xxxxxx’s architect and all consultants involved in Tenant's architect ’s Work and the cost to file the final plans and obtain necessary permits and (but excluding the cost costs of moving or to purchase any personal property). If Landlord shall not be obligated to pay Tenant any installment of Xxxxxx’s Allowance because Tenant is then in default as specifically provided in this Section 29.02(a), upon the curing of such default and provided that this Lease has not been terminated, Landlord shall once again be obligated to pay all installments of Tenant’s Allowance then due. In the event that the cost and expense of Tenant's ’s Work shall exceed the amount of Tenant's Allowancethis amount, Tenant shall be entirely responsible for such excess. In the event that the cost and expense of Tenant's Work shall be less than the amount of Tenant's AllowanceUntil exhausted, the balance of Tenant's Allowance remaining after the payment of all costs incurred in connection with Tenant's Work may be applied as a credit against the fixed rent payable under the Lease. Tenant's Xxxxxx’s Allowance shall be payable directly to such contractor, subcontractor, materialmen, supplier or as Tenant may otherwise direct upon written requisition in installments as Tenant's ’s Work progresses, but in no event more frequently than monthly. The amount of each installment of Tenant's ’s Allowance payable pursuant to any such requisition shall be an amount equal to the product obtained by multiplying the amount of Tenant's Allowance by a fraction, the numerator of which is equal to the actual costs paid by Tenant due and payable for completed portions of Tenant's ’s Work referenced in such requisition (as evidenced by the paid invoices due and payable and delivered to Landlord in accordance with the next sentence), and the denominator of which is equal to the total estimated cost of Tenant's Work, which estimate shall be made, and certified to, by Tenant's architect in good faith based on the final plan. Prior to the payment of any such installmentinstallment which Landlord shall make to Tenant within thirty (30) days after receipt of the items set forth in clauses (1), (2) and (3) below, Tenant shall deliver to Landlord such written requisition for disbursement which shall be accompanied by (1) paid invoices for the Tenant's ’s Work performed since the last disbursement subject to customary retentions, except with respect to the first requisition; (2) a certificate signed by Tenant's Xxxxxx’s architect or an officer of Tenant certifying that the Tenant's ’s Work represented by the aforesaid invoices has been satisfactorily completed in accordance with the final plan, ; (3) conditional partial lien waivers by contractors, subcontractors and all materialmen for all such work in the substantially the same form attached hereto as Exhibit R or, if then available, for work covered by the prior disbursement. If Landlord fails to make any such payment of the Tenant Allowance within five (5) business days after its receipt from Tenant of notice that such installment is past due (and same is the case) after Landlord’s receipt of the items set forth in (1), (2) and (43) above and, provided Landlord has not notified Tenant of Landlord’s reasonable good faith dispute with any matter pertaining to the requisition for payment, then Tenant shall be entitled, until the applicable installment is paid, to credit the undisputed amount due for such installment (together with interest at the Default Rate on such undisputed amount from the undisputed due date until paid) against the payment of Fixed Rent and Article 26 additional rent next due under this Lease, provided however, Tenant shall not be entitled to any credit pursuant to this sentence if Tenant is then in default beyond the expiration of any applicable notice and cure period. Notwithstanding anything contained herein, Landlord shall retain not more than $100,000.00 of the Tenant’s Allowance until Tenant or Tenant’s architect has delivered to Landlord with respect to the final disbursement of Tenant's Allowance, ’s Work all Building Department sign-offsoffs (including, without limitation, a letter of completion), inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover. Within a reasonable period after the substantial completion of over Tenant's Work, Tenant shall submit to Landlord ’s Work and a general release or final lien waivers from all contractors contractors, subcontractors and subcontractors materialmen performing Tenant's ’s Work releasing Landlord from all liability for any Tenant's ’s Work. . (b) At any and all reasonable times during the progress of Tenant's ’s Work, representatives of Landlord shall have the reasonable right of access to the premises Premises and inspection thereof and shall have the right to withhold all or any portion of Tenant's Allowance (as shall be reasonably appropriate under the circumstances) as shall equal the cost of correcting any portions of Tenant's Work which shall not have been performed in compliance with the provisions of the Lease if Tenant fails to correct same promptly after written notice from Landlord to do sothereof; provided, however, that Landlord shall incur no liability, obligation or responsibility to Tenant or any third party by reason of such access and inspection except to the extent of Landlord's acts, omissions negligence or willful misconductmisconduct or breach of this Lease by Landlord or Landlord Parties. Any payments Except for the costs for Landlord’s review of Tenant's Allowance ’s Plans in accordance with Section 5.01(e)(iii), Landlord shall not charge any supervisory fee, surcharges or any other fees or charges in connection with initial Tenant Work or any Tenant Changes or any other Tenant Work or Tenant Changes performed during the Term. (c) Landlord shall, in accordance with the above requirements maydisbursement procedures applicable to Tenant’s Allowance, upon written direction reimburse Tenant an amount equal to One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) solely for the costs incurred by Tenant in constructing new public core bathrooms as part of Tenant’s Work (not any private or executive bathrooms) within the Premises. All such work shall be performed in compliance with all codes and other legal requirements, be made directly to Tenant's contractorsincluding, without limitation, the Americans with Disabilities Act.