Common use of OWNER'S CONTRIBUTION Clause in Contracts

OWNER'S CONTRIBUTION. A. Subject to the provisions and requirements of this Article 38, and provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, Owner shall contribute the sum of not more than THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS in the aggregate toward the cost and expense actually incurred by Tenant with respect to Tenant's Initial Installation. Owner's contribution on account of Tenant's Initial Installation is referred to as "OWNER'S WORK CONTRIBUTION". Irrespective of the actual cost and expense of Tenant's Initial Installation, in no event shall Owner's Work Contribution exceed the aggregate sum of THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS. No portion of Owner's Work Contribution shall be applied against the cost of any Alterations performed in any Non-Contributing Space. (1) Subject to the provisions of the following Paragraph (2) of this Subsection B, and provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, Owner shall distribute Owner's Work Contribution on account of Tenant's Initial Installation as the work with respect thereto progresses, upon Tenant's submission to Owner of (i) paid receipts or other evidence of payment, in form reasonably acceptable to Owner, for the cost and expense of Tenant's Initial Installation, and (ii) partial waivers of mechanic's liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with Tenant's Initial Installation and which services or materials are the subject of the distribution in question by Owner to Tenant of Owner's Work Contribution, provided however, that at no time shall Owner be required to pay more than the value of the work in place, and provided further that any such work shall comply with any plans and specifications previously approved by Owner and shall otherwise comply with the requirements of this Lease and Tenant's request for distribution shall be accompanied by a certification of Tenant's architect or designer to that effect. Distributions of Owner's Work Contribution shall be made not more than monthly. (2) Notwithstanding the aforesaid, Owner shall not be required to disburse the last ten (10%) percent of Owner's Work Contribution until occurrence of all of the following: (i) completion of Tenant's Initial Installation in accordance with the plans and specifications approved by Owner and otherwise in accordance with the provisions of this Lease and a certification by Tenant's architect or designer to that effect, (ii) proof in form reasonably satisfactory to Owner of complete payment by Tenant of the cost and expense of such Tenant's Initial Installation (including receipt of waivers of mechanics liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with such Tenant's Initial Installation; (upon request Tenant shall furnish the Owner such documentation as Owner shall reasonably request to confirm such complete payment), and (iii) proof that all consents, approvals or signoffs to be obtained by Tenant under any Legal Requirements or as required by any Governmental Authority have been obtained; upon compliance of the aforesaid, then, provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, the balance of Owner's Work Contribution shall thereafter be distributed to Tenant in accordance with the provisions of this Section 38.02.

OWNER'S CONTRIBUTION. A. Subject to the provisions and requirements of this Article 3812, and provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect theretoperformed, Owner shall contribute the sum of not more than THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS in the aggregate toward the cost and expense actually incurred by Tenant with respect to Tenant's Initial Installation. Owner's contribution on account of Tenant's Initial Installation is referred to as "OWNER'S WORK CONTRIBUTION". Irrespective of the actual cost and expense of Tenant's Initial Installation, in no event shall Owner's Work Contribution exceed the aggregate sum of THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS. No portion of Owner's Work Contribution shall be applied against the cost of any Alterations performed in any Non-Contributing Space.ONE (1) Subject to the provisions of the following Paragraph (2) of this Subsection B, and provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect theretoperiods, Owner shall distribute Owner's Work Contribution on account of Tenant's Initial Installation as the work with respect thereto progresses, upon Tenant's submission to Owner of (i) paid receipts vouchers or other evidence of paymentbills, in form reasonably acceptable to Owner, for the cost and expense of Tenant's Initial Installation, and (ii) partial waivers of mechanic's liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with Tenant's Initial Installation and which services or materials are were the subject of the previous month's distribution in question by Owner to Tenant of Owner's Work Contribution, provided however, that at no time shall Owner be required to pay more than the value of the work in place, and provided further that any such work shall comply with any plans and specifications previously approved by Owner and shall otherwise comply with the requirements of this Lease and Tenant's request for distribution shall be accompanied by a certification of Tenant's architect or designer to that effect. Distributions of Owner's Work Contribution shall be made not more than monthly. (2) Notwithstanding the aforesaid, Owner shall not be required to disburse the last ten fifteen (1015%) percent of Owner's Work Contribution until occurrence of all of the following: (i) completion of Tenant's Initial Installation in accordance with the plans and specifications approved by Owner and otherwise in accordance with the provisions of this Lease and a certification by Tenant's architect or designer to that effect, (ii) proof in form reasonably satisfactory to Owner of complete payment by Tenant of the cost and expense of such Tenant's Initial Installation (including receipt of waivers of mechanics liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with such Tenant's Initial Installation; (upon request Tenant shall furnish the Owner such documentation as Owner shall reasonably request to confirm such complete payment), and (iii) proof that all consents, approvals or signoffs to be obtained by Tenant under any Legal Requirements or as required by any Governmental Authority have been obtained; upon compliance of the aforesaid, then, provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect theretoperformed, the balance of Owner's Work Contribution shall thereafter be distributed to Tenant in accordance with provisions of this Section 12.03. C. The making of the Owner's Work Contribution by Owner shall constitute a single nonrecurring obligation on the part of Owner. In the event this Lease is renewed or extended for a further term by agreement or operation of law, Owner's obligation to give Owner's Work Contribution or any part thereof shall not apply to any such renewal or extension. D. Tenant acknowledges and agrees that Owner is merely acting on behalf of Tenant in connection with the disbursement of the Owner's Work Contribution in accordance with the provisions of this Section 38.0212.03 to the contractors, suppliers and materialmen employed in connection with Tenant's Initial Installation, and that Owner shall have no obligation, liability or responsibility to any of the contractors, suppliers or materialmen seeking any of the Owner's Work Contribution pursuant to any of the aforesaid contracts or agreements with such contractors, suppliers or materialmen or otherwise, provided that Owner shall be obligated to disburse such Owner's Work Contribution only as expressly provided by the provisions of this Section 12.

OWNER'S CONTRIBUTION. A. Subject to the provisions and requirements of this Article 38, and provided that (a) Provided Tenant is shall not then be in default under this lease beyond any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration grace period, or promptly upon cure of any applicable grace and cure period in this Lease specifically with respect theretodefault, Owner shall contribute the sum of not more than THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS in the aggregate toward reimburse Tenant for the cost and expense actually incurred by Tenant with respect to Tenant's Initial Installation. Owner's contribution on account of Tenant's Initial Installation is referred Work performed by Tenant to as prepare the demised premises for Tenant's use and occupancy (including furniture and fixtures) in an amount up to $69,000.00 ("OWNER'S WORK CONTRIBUTIONOwner's Contribution") upon the terms and conditions hereinafter set forth. Irrespective of the actual cost and expense Within ten (10) business days after completion of Tenant's Initial Installation, in no event shall Owner's Work Contribution exceed the aggregate sum of THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS. No portion of Owner's Work Contribution shall be applied against the cost of any Alterations performed in any Non-Contributing Space. (1) Subject to the provisions of the following Paragraph (2) of this Subsection B, and provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect theretoWork, Owner shall distribute pay to Tenant Owner's Work Contribution on account of Tenant's Initial Installation as upon the work with respect thereto progresses, upon Tenant's submission delivery to Owner of (l) a certificate of the licensed architect or engineer employed by Tenant to supervise Tenant's Work certifying (i) paid receipts or other evidence of payment, in form reasonably acceptable to Owner, for the total cost and expense of Tenant's Initial Installation, Work (which certification shall substantiate such total costs to the reasonable satisfaction of Owner) and (ii) partial waivers of mechanic's liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with that Tenant's Initial Installation Work has been performed and which services or materials are the subject of the distribution in question by Owner to Tenant of Owner's Work Contribution, provided however, that at no time shall Owner be required to pay more than the value of the work in place, and provided further that any such work shall comply with any plans and specifications previously approved by Owner and shall otherwise comply with the requirements of this Lease and Tenant's request for distribution shall be accompanied by a certification of Tenant's architect or designer to that effect. Distributions of Owner's Work Contribution shall be made not more than monthly. (2) Notwithstanding the aforesaid, Owner shall not be required to disburse the last ten (10%) percent of Owner's Work Contribution until occurrence of all of the following: (i) completion of Tenant's Initial Installation in accordance with the plans and specifications approved by Owner and otherwise completed substantially in accordance with the provisions of this Lease lease and a certification the plans and specifications theretofore approved by Tenant's architect or designer to that effectOwner, (ii2) proof in form reasonably evidence satisfactory to Owner establishing that all sums due and owing to contractors, subcontractors and materialmen have been paid, including general releases and final lien waivers and (3) that all governmental authorities (including without limitation the New York City Department of complete payment by Tenant Buildings) have issued final approval of the work as built and occupancy of the demised premises. (b) The right to receive reimbursement for the cost and expense of such Tenant's Initial Installation Work as set forth in this Article 62 shall be for the exclusive benefit of Tenant, it being the express intent of the parties hereto that in no event shall such right be conferred upon or for the benefit of any third party, including, without limitation, any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or any other person, firm or entity. (including receipt c) If the cost of waivers of mechanics liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with such Tenant's Initial Installation; (upon request Work shall exceed the Owner's Contribution, Tenant shall furnish be responsible for the Owner such documentation as Owner shall reasonably request to confirm such complete payment), and (iii) proof that all consents, approvals or signoffs to be obtained by Tenant under any Legal Requirements or as required by any Governmental Authority have been obtained; upon compliance of excess. If the aforesaid, then, provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, the balance of Owner's Work Contribution shall exceed the cost of Tenant's Work performed in the demised premises for the period from the Commencement Date to the first anniversary, Tenant shall thereafter be distributed to Tenant have no right, title or interest in accordance with the provisions of this Section 38.02excess.

OWNER'S CONTRIBUTION. A. (a) Subject to and in accordance with the provisions and requirements of this Article 3852, Owner shall reimburse Tenant for the cost of Initial Tenant Work in an amount ("Owner's Contribution") equal to the lesser of (i) One Hundred Eighty-Nine Thousand, One Hundred and provided 00/100 Dollars ($189,100.00) or (ii) the actual cost of the Initial Tenant Work. Owner shall pay the Owner's Contribution in the manner set forth in Section 52(b) below and upon the following terms and conditions: (i) Reimbursement shall be made to Tenant after the Initial Tenant Work has been completed; (ii) Tenant shall have supplied to Owner evidence reasonably satisfactory to Owner establishing (w) that the Initial Tenant Work has been completed, (x) the cost thereof, (y) that all sums due and owing to contractors, subcontractors and materialmen have been paid, including, without limitation, lien waivers from such contractors, subcontractors and materialmen and (z) that all governmental authorities (including without limitation the New York City Department of Buildings) have issued final approval of the work as built and occupancy of the space concerned; (iii) Tenant shall have caused Tenant's architect to deliver to Owner AIA forms G701, G702 and G703 with respect to such Initial Tenant Work; and (iv) Tenant is not then in default under any of the terms, covenants or conditions terms of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, Owner shall contribute the sum of not more than THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 lease. ($379,096.00b) DOLLARS in the aggregate toward the cost and expense actually incurred by Tenant with respect to Tenant's Initial Installation. Owner's contribution on account of Tenant's Initial Installation is referred Contribution shall be paid to Tenant as "OWNER'S WORK CONTRIBUTION". Irrespective of the actual cost and expense of Tenant's Initial Installation, in no event shall Owner's Work Contribution exceed the aggregate sum of THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 follows: ($379,096.00i) DOLLARS. No portion an amount equal to one-half (1/2) of Owner's Work Contribution shall be applied against the cost of any Alterations performed in any Non-Contributing Space. (1) Subject to the provisions of the following Paragraph (2) of this Subsection B, and provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, Owner shall distribute Owner's Work Contribution on account of Tenant's Initial Installation as the work with respect thereto progresses, paid upon Tenant's submission to Owner satisfaction of (iall of the conditions set forth in Section 52(a) paid receipts or other evidence of payment, in form reasonably acceptable to Owner, for the cost and expense of Tenant's Initial Installation, above and (ii) partial waivers of mechanic's liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with Tenant's Initial Installation and which services or materials are the subject of the distribution in question by Owner to Tenant of Owner's Work Contribution, provided however, that at no time shall Owner be required to pay more than the value of the work in place, and provided further that any such work shall comply with any plans and specifications previously approved by Owner and shall otherwise comply with the requirements of this Lease and Tenant's request for distribution shall be accompanied by a certification of Tenant's architect or designer to that effect. Distributions of Owner's Work Contribution shall be made not more than monthly. (2) Notwithstanding the aforesaid, Owner shall not be required to disburse the last ten (10%) percent of Owner's Work Contribution until occurrence of all of the following: (i) completion of Tenant's Initial Installation in accordance with the plans and specifications approved by Owner and otherwise in accordance with the provisions of this Lease and a certification by Tenant's architect or designer to that effect, (ii) proof in form reasonably satisfactory to Owner of complete payment by Tenant of the cost and expense of such Tenant's Initial Installation (including receipt of waivers of mechanics liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with such Tenant's Initial Installation; (upon request Tenant shall furnish the Owner such documentation as Owner shall reasonably request to confirm such complete payment), and (iii) proof that all consents, approvals or signoffs to be obtained by Tenant under any Legal Requirements or as required by any Governmental Authority have been obtained; upon compliance of the aforesaid, then, provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, the balance of Owner's Work Contribution (the "Balance") shall be paid in twelve equal monthly installments commencing on June 1, 2005 and on the first day of each month thereafter be distributed to and including May 2006. At Owner's option, Owner may pay each monthly installment of the Balance (each, a "Balance Installment") to Tenant in accordance with the provisions form of a credit against Fixed Rent due for the month in which the applicable Balance Installment is payable. Owner's obligation to fund (or credit) such Balance Installment is expressly conditioned on the continued satisfaction of the conditions set forth in Section 52(a) above on the date such Balance Installment is payable. (c) As used herein, "Initial Tenant Work" shall be deemed to mean the installation of fixtures, improvements and appurtenances attached to or built into the Demised Premises as part of the Tenant's Work performed by Tenant to ready the Demised Premises for Tenant's initial occupancy, and shall not include movable partitions, business and trade fixtures, machinery, equipment, furniture, furnishings and other articles of personal property. (d) The right to receive reimbursement for the cost of Initial Tenant Work as set forth in this Section 38.02Article 52 shall be for the exclusive benefit of Tenant, it being the express intent of the parties hereto that in no event shall such right be conferred upon or for the benefit of any third party, including, without limitation, any contractor, subcontractor, materialman, laborer, architect, engineer, attorney, assignee or subtenant, or any other person, firm or entity.

OWNER'S CONTRIBUTION. A. Subject to the provisions -------------------- and requirements of this Article 383, and provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any beyond applicable grace and cure period in this Lease specifically with respect theretoperiods, Owner shall contribute the sum of not more than FOUR MILLION ONE HUNDRED NINETY- THREE THOUSAND NINE HUNDRED SEVENTY NINE THOUSAND NINETY SIX SEVENTY-FIVE and 00/100 ($379,096.004,193,975.00) DOLLARS in the aggregate toward the cost and expense actually incurred by Tenant with respect to Tenant's Initial InstallationInstallation including the cost of all architectural, engineering and designers fees incurred by Tenant in connection therewith. Owner's contribution on account of Tenant's Initial Installation is referred to as "OWNER'S WORK CONTRIBUTIONOwner's Work Contribution". Irrespective of the actual cost and ------------------------- expense of Tenant's Initial Installation, in no event shall Owner's Work Contribution exceed the aggregate sum of FOUR MILLION ONE HUNDRED NINETY-THREE THOUSAND NINE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and SEVENTY-FIVE AND 00/100 ($379,096.004,193,975.00) DOLLARS. No portion of Owner's Work Contribution shall be applied against the cost of any Alterations performed in any Non-Contributing Space. (1) Subject to the provisions of the following Paragraph (2) of this Subsection B, and provided B. Provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed after notice and the expiration of any beyond applicable grace and cure period in this Lease specifically with respect theretoperiods, Owner shall distribute Owner's Work Contribution on account of Tenant's Initial Installation as the work with respect thereto progresses, upon within twenty (20) days of Tenant's submission to Owner of (i) paid receipts vouchers or other evidence of paymentbills, in form reasonably acceptable to Owner, for the cost and expense of Tenant's Initial Installation, and (ii) partial waivers of mechanic's liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with Tenant's Initial Installation and which services or materials are were the subject of the previous month's distribution in question by Owner to Tenant of Owner's Work Contribution, provided however, however that (a) at no time shall Owner be required to pay more than the value of the work in placeplace or stored off-site, (b) except with respect to disbursements solely for architectural and provided further engineering services rendered, that any such work shall comply with any plans and specifications previously approved by Owner and shall otherwise comply with the requirements of this Lease and Tenant's request for distribution shall be accompanied by a certification of Tenant's architect or designer to that effecteffect and (c) in the event that Owner fails to distribute to Tenant an installment of Owner's Work Contribution on or before the date that Owner is required to do so under the terms and provisions of this Section 3.10.B., Tenant shall be entitled to collect interest on such installment at a rate equal to two (2%) percent per annum above the then current prime rate (as defined in Section 31.03) for the period from the date that such installment of Owner's Work Contribution was due until such installment is paid to Tenant. Distributions of Owner's Work Contribution shall be made not more than monthly. (2) Notwithstanding C. The making of the aforesaid, Owner shall not be required to disburse the last ten (10%) percent of Owner's Work Contribution until occurrence by Owner shall constitute a single nonrecurring obligation on the part of all Owner. In the event this Lease is renewed or extended for a further term by agreement or operation of the following: (i) law, Owner's obligation to give Owner's Work Contribution or any part thereof shall not apply to any such renewal or extension. D. If upon completion of Tenant's Initial Installation in accordance with the plans and specifications approved by Owner and otherwise in accordance with the provisions of this Lease and a certification by Tenant's architect or designer to that effect, (ii) proof in form reasonably satisfactory to Owner of complete payment by Tenant of the cost and expense of such Tenant's Initial Installation (including receipt of waivers of mechanics liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with such Tenant's Initial Installation; (upon request Tenant shall furnish the Owner such documentation as Owner shall reasonably request to confirm such complete payment), and (iii) proof that all consents, approvals or signoffs to be obtained by Tenant under any Legal Requirements or as required by any Governmental Authority have been obtained; upon compliance of the aforesaidcosts and expenses thereof there shall remain unused portions of Owner's Work Contribution, then, provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any beyond applicable grace and cure period in this Lease specifically with respect theretoperiods, the balance amount of such unused Owner's Work Contribution shall thereafter be distributed to applied as a rent credit against the next accruing installments of Fixed Rent payable by Tenant under this Lease. E. Tenant acknowledges and agrees that Owner is merely acting on behalf of Tenant in connection with the disbursement of the Owner's Work Contribution in accordance with the provisions of this Section 38.023.10 to Tenant for the contractors, suppliers and materialmen employed in connection with Tenant's Initial Installation, and that Owner shall have no obligation, liability or responsibility to any of the contractors, suppliers or materialmen seeking any of the Owner's Work Contribution pursuant to any of the aforesaid contracts or agreements with such contractors, suppliers or materialmen or otherwise, provided that Owner shall be obligated to disburse such Owner's Work Contribution only as expressly provided by the provisions of this Section 3.

OWNER'S CONTRIBUTION. A. Subject to the provisions and requirements of this Article 383 of the Lease, and provided that Tenant is not then in default under any of the terms, covenants or conditions of this the Lease on the part of Tenant to be observed or performed after notice and the expiration of any beyond applicable grace and cure period in this Lease specifically with respect theretoperiods, Owner shall contribute the sum of not more than THREE SEVEN HUNDRED SEVENTY NINE FORTY-SEVEN THOUSAND NINETY SIX EIGHT HUNDRED FIFTY and 00/100 ($379,096.00747,850.00) DOLLARS in the aggregate toward the cost and expense actually incurred by Tenant with respect to Tenant's ’s Initial InstallationInstallation including the cost of all architectural, engineering and designers fees incurred by Tenant in connection therewith. Owner's ’s contribution on account of Tenant's ’s Initial Installation is referred to as "OWNER'S WORK CONTRIBUTION"“Owner’s Work Contribution”. Irrespective of the actual cost and expense of Tenant's ’s Initial Installation, in no event shall Owner's ’s Work Contribution exceed the aggregate sum of THREE SEVEN HUNDRED SEVENTY NINE FORTY-SEVEN THOUSAND NINETY SIX EIGHT HUNDRED FIFTY and 00/100 ($379,096.00) DOLLARS. No portion of Owner's Work Contribution shall be applied against the cost of any Alterations performed in any Non-Contributing Space747,850.00). (1) Subject to the provisions of the following Paragraph (2) of this Subsection B, and provided B. Provided that Tenant is not then in default under any of the terms, covenants or conditions of this the Lease on Tenant's ’s part to be observed and performed after notice and the expiration of any beyond applicable grace and cure period in this Lease specifically with respect theretoperiods, Owner shall distribute Owner's ’s Work Contribution on account of Tenant's ’s Initial Installation as the work with respect thereto progresses, upon within twenty (20) days of Tenant's ’s submission to Owner of (i) paid receipts vouchers or other evidence of paymentbills, in form reasonably acceptable to Owner, for the cost and expense of Tenant's ’s Initial Installation, and (ii) partial waivers of mechanic's ’s liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with Tenant's ’s Initial Installation and which services or materials are were the subject of the previous month’s distribution in question by Owner to Tenant of Owner's ’s Work Contribution, provided however, however that (a) at no time shall Owner be required to pay more than the value of the work in placeplace or stored off-site, (b) except with respect to disbursements solely for architectural and provided further engineering services rendered, that any such work shall comply with any plans and specifications previously approved by Owner and shall otherwise comply with the requirements of this the Lease and Tenant's ’s request for distribution shall be accompanied by a certification of Tenant's ’s architect or designer to that effecteffect and (c) in the event that Owner fails to distribute to Tenant an installment of Owner’s Work Contribution on or before the date that Owner is required to do so under the terms and provisions of this subparagraph B, Tenant shall be entitled to collect interest on such installment at a rate equal to two (2%) percent per annum above the then current prime rate (as defined in Section 31.03 of the Lease) for the period from the date that such installment of Owner’s Work Contribution was due until such installment is paid to Tenant. Distributions of Owner's ’s Work Contribution shall be made not more than monthly. (2) Notwithstanding C. The making of the aforesaid, Owner’s Work Contribution by Owner shall not be required to disburse constitute a single nonrecurring obligation on the last ten (10%) percent part of Owner's . In the event the Lease is renewed or extended for a further term by agreement or operation of law, Owner’s obligation to give Owner’s Work Contribution until occurrence of all of the following: (i) or any part thereof shall not apply to any such renewal or extension. D. If upon completion of Tenant's ’s Initial Installation in accordance with the plans and specifications approved by Owner and otherwise in accordance with the provisions of this the Lease and a certification by Tenant's architect or designer to that effect, (ii) proof in form reasonably satisfactory to Owner of complete payment by Tenant of the cost and expense of such Tenant's Initial Installation (including receipt of waivers of mechanics liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with such Tenant's Initial Installation; (upon request Tenant shall furnish the Owner such documentation as Owner shall reasonably request to confirm such complete payment), and (iii) proof that all consents, approvals or signoffs to be obtained by Tenant under any Legal Requirements or as required by any Governmental Authority have been obtained; upon compliance of the aforesaidcosts and expenses thereof there shall remain unused portions of Owner’s Work Contribution, then, provided that Tenant is not then in default under any of the terms, covenants or conditions of this the Lease on the part of Tenant to be observed or performed after notice and the expiration of any beyond applicable grace and cure period in this Lease specifically with respect theretoperiods, the balance amount of such unused Owner's ’s Work Contribution shall thereafter be distributed to applied as a rent credit against the next accruing installments of Fixed Rent payable by Tenant under the Lease. E. Tenant acknowledges and agrees that Owner is merely acting on behalf of Tenant in connection with the disbursement of the Owner’s Work Contribution in accordance with the provisions of this Section 38.02paragraph (iv) to Tenant for the contractors, suppliers and materialmen employed in connection with Tenant’s Initial Installation, and that Owner shall have no obligation, liability or responsibility to any of the contractors, suppliers or materialmen seeking any of the Owner’s Work Contribution pursuant to any of the aforesaid contracts or agreements with such contractors, suppliers or materialmen or otherwise, provided that Owner shall be obligated to disburse such Owner’s Work Contribution only as expressly provided by the provisions of this paragraph (iv). Nothing contained in this subparagraph (iv) shall relieve Tenant of any obligations or liabilities to such contractors, suppliers or materialmen under such contracts, agreements or otherwise. Nothing contained in this Article shall relieve Tenant of any obligations of Tenant under Sections 3.02. or 3.03.

OWNER'S CONTRIBUTION. A. Subject to the provisions and requirements of this Article 38, and provided that (a) Provided Tenant is shall not then be in default under this lease beyond any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration grace period, or promptly upon cure of any applicable grace and cure period in this Lease specifically with respect theretodefault, Owner shall contribute the sum of not more than THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS in the aggregate toward reimburse Tenant for the cost and expense actually incurred by Tenant with respect to Tenant's Initial Installation. Owner's contribution on account of Tenant's Initial Installation is referred Work performed by Tenant to as prepare the demised premises for Tenant's use and occupancy (including furniture and fixtures) in an amount up to $230,000.00 ("OWNER'S WORK CONTRIBUTIONOwner's Contribution") upon the terms and conditions hereinafter set forth. Irrespective of the actual cost and expense Within ten (10) business day after completion of Tenant's Initial InstallationWork, in no event Owner shall pay to Tenant Owner's Work Contribution exceed upon the aggregate sum of THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX and 00/100 ($379,096.00) DOLLARS. No portion of Owner's Work Contribution shall be applied against the cost of any Alterations performed in any Non-Contributing Space.delivery to Owner of (1) Subject to the provisions a certificate of the following Paragraph (2) of this Subsection B, and provided that licensed architect or engineer employed by Tenant is not then in default under any of the terms, covenants or conditions of this Lease on to supervise Tenant's part to be observed and performed after notice and Work certifying (i) the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, Owner shall distribute Owner's Work Contribution on account total cost of Tenant's Initial Installation as Work (which certification shall substantiate such total costs to the work with respect thereto progresses, upon Tenant's submission to Owner reasonable satisfaction of (iOwner) paid receipts or other evidence of payment, in form reasonably acceptable to Owner, for the cost and expense of Tenant's Initial Installation, and (ii) partial waivers of mechanic's liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with that Tenant's Initial Installation Work has been performed and which services or materials are the subject of the distribution in question by Owner to Tenant of Owner's Work Contribution, provided however, that at no time shall Owner be required to pay more than the value of the work in place, and provided further that any such work shall comply with any plans and specifications previously approved by Owner and shall otherwise comply with the requirements of this Lease and Tenant's request for distribution shall be accompanied by a certification of Tenant's architect or designer to that effect. Distributions of Owner's Work Contribution shall be made not more than monthly. (2) Notwithstanding the aforesaid, Owner shall not be required to disburse the last ten (10%) percent of Owner's Work Contribution until occurrence of all of the following: (i) completion of Tenant's Initial Installation in accordance with the plans and specifications approved by Owner and otherwise completed substantially in accordance with the provisions of this Lease lease and a certification the plans and specifications theretofore approved by Tenant's architect or designer to that effectOwner, (ii2) proof in form reasonably evidence satisfactory to Owner establishing that all sums due and owing to contractors, subcontractors and materialmen have been paid, including general releases and final lien waivers and (3) that all governmental authorities (including without limitation the New York City Department of complete payment by Tenant Buildings) have issued final approval of the work as built and occupancy of the demised premises. (b) The right to receive reimbursement for the cost and expense of such Tenant's Initial Installation Work as set forth in this Article 62 shall be for the exclusive benefit of Tenant, it being the express intent of the parties hereto that in no event shall such right be conferred upon or for the benefit of any third party, including, without limitation, any contractor, subcontractor, materialman, laborer, architect, engineer, attorney or any other person, firm or entity. (including receipt c) If the cost of waivers of mechanics liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with such Tenant's Initial Installation; (upon request Work shall exceed the Owner's Contribution, Tenant shall furnish be responsible for the Owner such documentation as Owner shall reasonably request to confirm such complete payment), and (iii) proof that all consents, approvals or signoffs to be obtained by Tenant under any Legal Requirements or as required by any Governmental Authority have been obtained; upon compliance of excess. If the aforesaid, then, provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, the balance of Owner's Work Contribution shall exceed the cost of Tenant's Work performed in the demised premises for the period from the Commencement Date to the first anniversary, Tenant shall thereafter be distributed to Tenant have no right, title or interest in accordance with the provisions of this Section 38.02excess.

OWNER'S CONTRIBUTION. A. Subject to the provisions and -------------------- requirements of this Article 383, and provided that Tenant is not then in default under any of the terms, covenants or and conditions of this Lease on the part of Tenant to be observed or performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect theretoperformed, Owner shall contribute the sum of not more than THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX the product of (i) $25.00 and 00/100 ($379,096.00ii) DOLLARS the number of rentable square feet set forth in Exhibit C opposite the floor designated by Owner as the Fifth Year Additional Space in the aggregate aggregate, toward the cost and expense actually incurred by Tenant with respect to Tenant's Fifth Year Initial InstallationInstallation including the cost of all architectural, engineering and designers fees incurred by Tenant in connection therewith. Owner's contribution on account of Tenant's Fifth Year Initial Installation is referred to as "OWNER'S WORK CONTRIBUTIONOwner's Fifth Year Work Contribution". ------------------------------------ Irrespective of the actual cost and expense of Tenant's Fifth Year Initial Installation, in no event shall Owner's Fifth Year Work Contribution exceed the aggregate sum of THREE HUNDRED SEVENTY NINE THOUSAND NINETY SIX the product of (i) $25.00 and 00/100 ($379,096.00ii) DOLLARS. No portion the number of Owner's Work Contribution shall be applied against rentable square feet set forth in Exhibit C opposite the cost of any Alterations performed in any Non-Contributing floor designated by Owner as the Fifth Year Additional Space. (1) Subject to the provisions of the following Paragraph (2) of this Subsection B, and provided B. Provided that Tenant is not then in default under any of the terms, covenants or conditions of this Lease on Tenant's part to be observed and performed after notice and the expiration of any applicable grace and cure period in this Lease specifically with respect theretoperformed, Owner shall distribute Owner's Fifth Year Work Contribution on account of Tenant's Fifth Year Initial Installation in the same manner as the work with respect thereto progresses, upon Tenant's submission to Owner of (i) paid receipts or other evidence of payment, in form reasonably acceptable to Owner, for the cost and expense of Tenant's Initial Installation, and (ii) partial waivers of mechanic's liens from all contractors, subcontractors, materialmen and laborers who performed any services or delivered any materials in connection with Tenant's Initial Installation and which services or materials are the subject of the distribution in question by Owner to Tenant of Owner's Work Contribution, provided however, that at no time shall Owner be required to pay more than the value of the work in place, and provided further that any such work shall comply with any plans and specifications previously approved by Owner and shall otherwise comply with the requirements of this Lease and Tenant's request for distribution shall be accompanied by a certification of Tenant's architect or designer to that effect. Distributions of Owner's Work Contribution shall be made not more than monthlyset forth in Section 3.10. (2) Notwithstanding A. In the aforesaid, event Owner shall not be required and Tenant are unable to disburse agree as to the last ten (10%) percent of Owner's Work Contribution until occurrence of all fair market annual rental rate value of the following: (i) completion of Tenant's Initial Installation in accordance with the plans and specifications approved Fifth Year Additional Option Space leased by Owner and otherwise in accordance with Tenant pursuant to the provisions of this Lease Article, such fair market annual rental value shall be determined by arbitration as follows: (a) Owner and Tenant shall each appoint an arbitrator within thirty (30) days after notice by either party requesting arbitration of the issue. If either Owner or Tenant shall have failed to appoint an arbitrator within such period of time, then such arbitrator shall be appointed by the American Arbitration Association, or its successor, or if at such time such association is not then in existence, and has no successor, then the presiding Justice of the Appellate Division, First Department, of the Supreme Court of the State of the New York, or any successor court, upon request of either Owner or Tenant, as the case may be. (b) The two arbitrators appointed, as above provided, shall select a certification third arbitrator and if they fail to do so within thirty (30) days after their appointment, such third arbitrator shall be appointed as above provided for the appointment of an arbitrator in the event either party fails to do so. (c) All of such arbitrators shall be real estate appraisers or brokers having at least fifteen (15) years of experience in such field in the Borough of Manhattan, City of New York. (d) The three arbitrators, selected as aforesaid, forthwith shall convene and render their decision as promptly as practicable after the appointment of the third arbitrator. The decision of the such arbitrators shall be in writing and the vote of the majority of them (or, if there shall be no majority decision, then the decision of the last appointed arbitrator) shall be the decision of all and binding upon Owner and Tenant whether of not a judgment shall be entered in any court. Duplicate original counterparts to such decision shall be sent by the arbitrators to both Owner and Tenant's architect . (e) The arbitrators, in arriving at their decision, shall be entitled to consider all testimony and documentary evidence which may be presented at any hearing as well as facts and data which the arbitrators may discover by investigation and inquiry outside of such hearings; the arbitrators shall be bound by the provisions of this Lease, and shall not add to, subtract from, or designer to that effect, (ii) proof in form reasonably satisfactory to Owner of complete payment by Tenant of otherwise modify such provisions; the cost and expense of such arbitration shall be borne equally by Owner and Tenant's Initial Installation , except that each party shall pay its own counsel fees and expenses. (including receipt of waivers of mechanics liens from all contractors, subcontractors, materialmen and laborers who performed f) Notwithstanding any services or delivered any materials in connection with such Tenant's Initial Installation; (upon request Tenant shall furnish the Owner such documentation as Owner shall reasonably request to confirm such complete payment), and (iii) proof that all consents, approvals or signoffs to be obtained by Tenant under any Legal Requirements or as required by any Governmental Authority have been obtained; upon compliance findings of the aforesaidarbitrators, thensuch fair market rental value from time to time per rentable square foot, provided that Tenant is shall not then be less than the Fixed Rent per rentable square foot in default under any effect, at the time or times in question applicable to the original portion of the terms, covenants Demised Premises (before giving effect to any abatement or conditions apportionment of this Lease on such Fixed Rent). B. The Demised Premises Area set forth in Section 23.01 shall be increased by the part number of Tenant to be observed or performed after notice and rentable square feet set forth in Schedule C opposite the expiration of any applicable grace and cure period in this Lease specifically with respect thereto, floor designated by Owner as the balance of Owner's Work Contribution shall thereafter be distributed to Tenant in accordance with the provisions of this Section 38.02Fifth Year Additional Space.