Common use of Tenant’s Initial Work Clause in Contracts

Tenant’s Initial Work. Subject to the provisions of the Work Letter, Landlord understands that Tenant may wish to make certain alterations and improvements to the Premises at the start of the Term so as to originally configure the Premises for Tenant’s intended uses (such work the “Tenant’s Initial Work”). Tenant has provided Landlord with conceptual plans and a general budget for Tenant’s Initial Work, copies of which are attached hereto as Exhibit C. Tenant acknowledges and agrees that Landlord has not approved Tenant’s Initial Work, and that any such approval will be provided in a separate writing signed by Landlord. Landlord hereby consents to and approves Tenant’s use and engagement of both GRLA Architects and XX Xxxxx Construction (the “Approved Professionals”) to design and undertake to construct Tenant’s Initial Work. Landlord shall have the right to have its representative at the Premises at all times during the construction of the Tenant’s Initial Work to review and monitor the performance of same, and Tenant shall pay Landlord, within ten (10) days after Landlord’s written demand, a construction monitoring fee equal to one percent (1%) of the total hard costs of Tenant’s Initial Work. Landlord reserves the right to deduct such fee from the Improvement Allowance (as defined below). Prior to commencing any work on the Tenant’s Initial Work, Tenant shall submit a budget for the Tenant’s Initial Work, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permitting, project management, and space planning fees (“Itemized Costs”) to Landlord for Landlord’s approval. Upon Landlord’s approval of such a budget, the same shall be referred to herein as the “Approved Budget”.

Tenant’s Initial Work. Subject to the provisions of the Work Letter, Landlord understands that Tenant may wish to make certain alterations and improvements to the Premises at the start of the Term so as to originally configure the Premises for Tenant’s intended uses (such work the “Tenant’s Initial Work”). Tenant has provided Landlord with conceptual plans and a general budget for Tenant’s Initial Work, copies of which are attached hereto as Exhibit C. Tenant acknowledges and agrees that Landlord has not approved Tenant’s Initial Work, and that any such approval will be provided in a separate writing signed by Landlord. Landlord hereby consents to and approves Tenant’s use and engagement of both GRLA Architects and XX Xxxxx Construction (the “Approved Professionals”) to design and undertake to construct Tenant’s Initial Work. Landlord shall have the right to have its representative at construct certain improvements to the Premises at based on plans and specifications (the "Plans") approved by Landlord in accordance with all times during of the construction terms and conditions of the Lease (except that Section 13.1 of the Lease shall not apply with respect to the Tenant's Initial Work defined hereinafter, except as otherwise expressly provided below). Landlord's right to approve the Plans shall include, without limitation, the right to reasonably approve the method of installation and the location of the Tenant’s Initial Work to review and monitor the performance of same, and Tenant shall pay Landlord, within ten (10) days after Landlord’s written demand, a construction monitoring fee equal to one percent (1%) of the total hard costs of Tenant’s 's Initial Work. The Landlord reserves approval procedure set forth in Section 13.1 of the right Lease shall govern the time periods within which Landlord must respond to deduct Tenant's written requests for Landlord's approval of Tenant's Initial Work Plans. The "Tenant's Initial Work" shall consist of those items set forth on Schedule 1 attached hereto and made a part hereof. Tenant's Plans shall include such fee from the Improvement Allowance (items and information as defined below). Prior Landlord shall reasonably require to commencing any work on evaluate the Tenant’s 's Initial Work. Tenant shall use the Plans to obtain all permits and approvals which are necessary to construct the Tenant's Initial Work. All of the Tenant's Initial Work shall be constructed by a contractor or contractors reasonably approved by Landlord in a good and workmanlike manner and in accordance with all applicable laws, codes and regulations, including the Americans with Disabilities Act ("ADA"), and using materials reasonably satisfactory to Landlord. It is expressly agreed that (i) Tenant shall not commence any such work until said Plans have been approved or deemed approved by Landlord, and (ii) the Plans which have been so approved or deemed approved by Landlord shall be used by Tenant to obtain all permits that are necessary to construct the Tenant's Initial Work. Notwithstanding anything to the contrary contained in the Lease, Tenant shall submit a budget for be required to remove the Tenant’s 's Initial Work, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permitting, project management, and space planning fees (“Itemized Costs”) to Landlord for Landlord’s approval. Upon Landlord’s approval Work upon the expiration or earlier termination of such a budget, the same shall be referred to herein as the “Approved Budget”Lease Term.

Tenant’s Initial Work. Subject In addition to complying with all requirements of this Article 13 and the other applicable provisions of the Work Letterthis Lease, Landlord understands and Tenant agree that Tenant may wish the following additional provisions shall be applicable to make certain alterations and improvements to the Premises at the start of the Term so as to originally configure the Premises for Tenant’s intended uses (such work the “Tenant’s Initial Work”). : A. Provided that the Commencement Date for the applicable Premises Portion has occurred pursuant to the applicable provisions of this Lease, Tenant has provided Landlord shall commence or cause the commencement of Tenant’s Initial Work in a reasonably prompt manner after receiving Landlord’s final consent (or deemed consent) to Tenant’s Final Working Drawings and shall diligently prosecute or cause to be prosecuted Tenant’s Initial Work to completion substantially in accordance with conceptual plans and a general budget Tenant’s construction schedule for Tenant’s Initial Work, copies subject to Landlord Delays and to Force Majeure pertaining to Tenant’s Initial Work. B. Not later than fifteen (15) Business Days prior to commencing Tenant’s Initial Work, Tenant shall furnish Landlord with a construction schedule prepared by Tenant or Tenant’s general contractor or construction manager showing the scheduled dates upon which the various phases of which Tenant’s Initial Work are attached hereto to be commenced and may be reasonably expected to be completed as Exhibit C. to such phases and as to the entire Tenant’s Initial Work based upon a commercially reasonable construction schedule. Tenant acknowledges and agrees that Landlord has not approved the phasing of Tenant’s Initial Work, and Work shall take into account the limited or no access that any such approval will be provided in a separate writing signed by Landlord. Landlord hereby consents Tenant may have to and approves Tenant’s use and engagement of both GRLA Architects and XX Xxxxx Construction (the “Approved Professionals”) to design and undertake to construct Tenant’s Initial WorkPrivate Shuttle Elevator Work Areas. Landlord shall have the right to have its representative at review Tenant’s construction schedule and to submit to Tenant, for revision of such schedule, modifications to expedite the Premises at all times during the construction performance of the Landlord’s Work and to allow a greater degree of coordination between Tenant’s Initial Work to review and monitor the performance of same, and Landlord’s Work. Tenant shall pay Landlord, in good faith incorporate same provided such recommendations do not materially adversely impact Tenant or Tenant’s schedule as it relates to the completion of Tenant’s Initial Work. (i) Tenant shall advise Landlord of the construction manager or general contractor designated by Tenant to perform Tenant’s Initial Work within ten (10) days after of the award. The designated construction manager or general contractor shall work in harmony with the Landlord’s written demandcontractors and subcontractors and shall be subject to Landlord’s approval, which shall not be unreasonably withheld. Tenant shall also provide Landlord, at least five (5) Business Days prior to sending out bid packages, with a list of subcontractors who will be on the list of bidders. The list of bidders shall be subject to Landlord’s approval which shall not be unreasonably withheld and, subject to Section 13.03 hereof, shall not be required if such bidders are listed on Exhibit 13.03 annexed hereto. (ii) Notwithstanding the foregoing, the approval by Landlord of such construction monitoring fee equal manager, general contractor and/or subcontractors or the inclusion of any Person on Exhibit 13.03 annexed hereto shall not be deemed to one percent mean that Landlord has given any assurance or made any representation, warranty or guaranty with respect to, the performance by or quality of work of such construction manager, general contractor or subcontractors, and Landlord shall not have liability to Tenant nor responsibility for the actions, negligence, work or workmanship of such construction manager, general contractor or subcontractor(s). (1%iii) All Tenant’s Initial Work shall be effected in accordance with the requirements of the total hard costs this Lease. Landlord shall have no responsibility for performance or supervision of Tenant’s Initial Work. Landlord reserves Except as otherwise expressly provided (and to the right extent applicable) in Article 2, Article 4, Article 14, Article 15, and Section 3.01B, Section 6.07A, Section 13.08B, or Section 35.11 hereof only) and Article 17 hereof in the event of fire or other casualty, Article 18 hereof in the event of a condemnation, any failure to deduct such fee from complete Tenant’s Initial Work shall not in any way result in a postponement of the Improvement Allowance Rent Commencement Date or the payment of any Rent payable hereunder. D. It is understood that Landlord’s and Tenant’s contractors may at times be working in the Premises simultaneously (as defined belowbut in no event before the Commencement Date). Prior Subject to commencing the provisions of Section 2.01B hereof, Landlord and Tenant agree that, in connection with the performance of their respective work, the contractors of each will work harmoniously with the contractors of the other and the contractors will do nothing to impede the work being performed by the other’s contractors, including, but not limited to, the storage of its tools and materials, labor unrest or jurisdictional disputes or any work on other things that may prevent or delay Landlord’s contractors from completing Landlord’s Work and Tenant’s contractors from completing Tenant’s Initial Work. (i) Tenant shall use reasonable efforts to protect the Demised Premises, including all Landlord’s Work therein, from damage by Tenant’s contractors, subcontractors and movers, and shall pay for any replacements, repairs or extra cleaning necessitated by any damage caused to the Demised Premises by such contractors or subcontractors or the moving by contractors, subcontractors, movers or other agents of Tenant of fixtures, equipment, furnishings, furniture and other property into or out of the Demised Premises. (ii) Landlord shall use reasonable efforts to protect the Demised Premises, including Tenant’s Initial Work therein, from damage by Landlord’s contractors, or subcontractors, and shall pay for any replacements, repairs or extra cleaning necessitated by any damage caused to the Demised Premises by such contractors or subcontractors. F. Tenant shall not store any materials and equipment used for or in connection with Tenant’s Initial Work other than within the Premises. G. Provided that Tenant shall give Landlord reasonable prior notice thereof, Tenant may, at Tenant’s sole cost and expense, test those of its systems which interface with the Building systems and Landlord shall cooperate with Tenant to the extent reasonably required in connection therewith. Tenant shall permit Landlord’s representatives to coordinate and observe such testing and shall provide Landlord’s representatives access to and copies of test results provided, however, Landlord shall operate all of the Building systems and equipment in connection with and affected by such testing. H. Tenant shall, throughout the performance of Tenant’s Initial Work, promptly remove all rubbish and debris from the Premises using a refuse remover designated by Tenant and reasonably acceptable to Landlord. I. Notwithstanding anything to the contrary contained herein, Tenant shall submit a budget be solely responsible for the all Hard Costs and Soft Costs relating to Tenant’s Initial Work, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permitting, project management, and space planning fees Work (“Itemized Costs”) subject to Landlord for reimbursement from Landlord’s approval. Upon Landlord’s approval Contribution subject to and in accordance with the provisions of such a budget, the same shall be referred to herein as the “Approved Budget”Article 35 hereof).

Tenant’s Initial Work. Subject to the provisions of the Work Letter, Landlord understands 76.1. Tenant has advised Owner that Tenant may wish intends to make certain perform Tenant's Work consisting of alterations and improvements to the Premises at the start of the Term so as to originally configure build-out and prepare the Premises for Tenant’s intended uses 's initial use and occupancy thereof in accordance with this Lease (such work the “alterations and improvements are hereinafter referred to as "Tenant’s 's Initial Work”"). Tenant's contractor for the performance of Tenant's Initial Work shall be a reputable third party contractor reasonably satisfactory to Owner. Tenant's Initial Work shall be subject to Owner's approval of Tenant's Plans covering all aspects of Tenant's Initial Work (hereinafter, "Tenant's Initial Plans") pursuant to the provisions of Articles 3 and 44 above as well as all other applicable provisions of this Lease. Tenant has provided Landlord shall cause to be timely filed with conceptual plans and the New York City Department of Buildings a general budget for so-called "type 2" building permit application covering Tenant’s Initial Work, copies of which are attached hereto as Exhibit C. Tenant acknowledges and agrees that Landlord has not approved Tenant’s Initial Work, and that any such approval will be provided in a separate writing signed by Landlord. Landlord hereby consents to and approves Tenant’s use and engagement of both GRLA Architects and XX Xxxxx Construction (the “Approved Professionals”) to design and undertake to construct Tenant’s 's Initial Work. Landlord Tenant's Initial Work shall be performed with reasonable diligence in a good, workmanlike manner and otherwise subject to and strictly in accordance with the provisions of Articles 3 and 44 above as well as all other applicable provisions of this Lease. Owner shall have no obligations, responsibilities or liabilities of any nature whatsoever with regard to the right performance of Tenant's Initial Work. Without limitation of the foregoing, in no event shall Tenant assert any claims against Owner, or seek to assert any offset, set-off or counterclaim against or with respect to any Rents due or to become due, arising out of any matter or thing relating to Tenant's Initial Work or the performance thereof by Tenant, and no such claim, offset, set-off or counterclaim shall be valid or have its representative at any force or effect whatsoever. 76.2. Subject to and conditioned upon Tenant's compliance with the provisions of Articles 3 and 44 above and this Article 76 including, without limitation, the submission and approval by Owner of Tenant's Plans relating thereto, Owner shall not unreasonably withhold Owner's consent to the following items of Tenant's Work to be performed by Tenant as part of Tenant's Initial Work: 76.2.1 installation of an internal staircase between the fifth and sixth floors of the Premises at all times during a location to be reasonably determined by Owner; it being understood that notwithstanding anything to the construction contrary in this Article 76 or elsewhere in this Lease, Owner's reasonable determinations as to the structural aspects of such internal staircases and the installation thereof shall be conclusive and binding upon Tenant; 76.2.2 connection of Tenant's telecommunications equipment in the Premises to a satellite dish to be installed by Tenant on the roof deck of the Building; and 76.2.3 if needed, installation of conduits (not to exceed three (3) inches in diameter) from the basement of the Building to the Premises for Tenant’s Initial Work to review 's reasonable electrical and monitor the performance of sametelecommunications needs; provided, and however, that Tenant shall pay Landlord, within ten (10) days after Landlord’s written demand, a construction monitoring fee equal use reasonable efforts to one percent (1%) of the total hard costs of Tenant’s Initial Work. Landlord reserves the right to deduct minimize its need for such fee from the Improvement Allowance (as defined below). Prior to commencing any work on the Tenant’s Initial Work, Tenant shall submit a budget for the Tenant’s Initial Work, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permitting, project management, and space planning fees (“Itemized Costs”) to Landlord for Landlord’s approval. Upon Landlord’s approval of such a budget, the same shall be referred to herein as the “Approved Budget”conduits.

Tenant’s Initial Work. Subject Tenant and its employees, agents and contractors shall be permitted access to the provisions Demised Premises upon full execution and delivery of this Lease for the sole purpose of performing work and making installations in the Demised Premises in order to prepare same for Tenant's initial occupancy thereof, which shall include the installation of a building standard sprinkler system in the Demised Premises and the installation of sixty (60) tons of base building HVAC to service the Demised Premises ("Tenant's Initial Work"). All architectural, mechanical and engineering plans and all of Tenant's contractors shall be subject to Landlord's prior written approval which approval shall not be unreasonably withheld. Notwithstanding anything to the contrary contained in this Lease, Tenant shall be required to use the following subcontractors in connection with Tenant's Initial Work: (a) Simplex for fire/life safety systems, (b) Automated Building Controls, Inc. for the energy management system; and (c) Fairfield County Sprinkler for installation of the Work Letterbuilding standard sprinkler system. In addition, with respect to the installation of sixty (60) tons of base building HVAC to service the Demised Premises (specifically limited to providing (i) the HVAC units and the main trunk line into the Demised Premises with respect to the HVAC units to be installed within the core of the Demised Premises, and (ii) the HVAC units only (i.e. without the distribution system therefor) with respect to the HVAC units to be installed above the drop ceiling) (the "HVAC Work"), Landlord understands that will provide Tenant may wish with a list of the HVAC subcontractors from whom Tenant must solicit bids for the HVAC Work and, upon receipt of such bids, Tenant will promptly provide Landlord with copies thereof. After review of the bids for the HVAC Work, Landlord will have sole discretion to make certain alterations and improvements select the HVAC subcontractor which Tenant must select to perform the HVAC Work (which subcontractor need not necessarily be the low bidder). Any work relating to the Premises at HVAC system starting from the start end of the Term so main trunk line into the Demised Premises (with respect to the HVAC units to be installed within the core of the Demised Premises) and from the HVAC units themselves (with respect to the HVAC units to be installed above the drop ceiling) shall be bid out separately by Tenant. For avoidance of confusion, the parties acknowledge that the HVAC Work is being specifically defined herein in order to facilitate the calculation of the portion of the Tenant Improvement Allowance (as to originally configure the Premises for Tenant’s intended uses (such work the “Tenant’s Initial Work”). Tenant has provided defined in Exhibit D, Paragraph 6) payable by Landlord with conceptual plans respect to the HVAC Work. It is expressly acknowledged and agreed that with respect to the HVAC units to be installed as part of the HVAC Work above the drop ceiling (as opposed to in the core of the Demised Premises), the distribution system therefor will not be installed as part of the HVAC Work but, rather, will be installed as a general budget for separate component of Tenant’s Initial Work, copies of which are attached hereto as Exhibit C. Tenant acknowledges and agrees that Landlord has not approved Tenant’s 's Initial Work, and that any therefore the cost of such approval distribution system will not be provided included in a separate writing signed by Landlord. Landlord hereby consents to and approves Tenant’s use and engagement calculating the HVAC Work component of both GRLA Architects and XX Xxxxx Construction (the “Approved Professionals”) to design and undertake to construct Tenant’s Initial WorkTenant Improvment Allowance. Landlord shall have the right to have its representative at designate the Premises at all times during the construction specific types of HVAC units to be installed as part of the HVAC Work and the exact locations of all such HVAC units which will be installed within the core of the Demised Premises. All other HVAC units will be installed within the Demised Premises as part of the HVAC Work will be located above the drop ceiling to be installed in the Demised Premises as part of Tenant’s 's Initial Work to review and monitor the performance of same, and Tenant shall pay Landlord, within ten (10) days after Landlord’s written demand, a construction monitoring fee equal to one percent (1%) of the total hard costs of Tenant’s Initial Work. Landlord reserves the right to deduct such fee from the Improvement Allowance (in locations as defined below). Prior to commencing any work shown on the plans for Tenant’s 's Initial Work, which plans are subject to approval by Landlord in accordance with the terms of this Lease. All of Tenant's duties and obligations set forth in Article 14 with respect to Tenant's Work in general and in Exhibit D shall be applicable to and binding upon Tenant shall submit a budget for the with respect to Tenant’s 's Initial Work, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permitting, project management, and space planning fees (“Itemized Costs”) to Landlord for Landlord’s approval. Upon Landlord’s approval of such a budget, the same shall be referred to herein as the “Approved Budget”.

Tenant’s Initial Work. Subject In addition to complying with all requirements of this Article 13 and the other applicable provisions of this Lease, Tenant agrees that the Work Letter, Landlord understands that Tenant may wish following additional provisions shall be applicable to make certain alterations and improvements to the Premises at the start of the Term so as to originally configure the Premises for Tenant’s intended uses (such work the “Tenant’s Initial Work”). : A. Provided that all of the Initial Delivery Conditions have been satisfied in accordance with the terms hereof, Tenant has provided Landlord shall commence or cause the commencement of Tenant’s Initial Work in a reasonably prompt manner after receiving Landlord’s final consent (or deemed consent) to Tenant’s Final Working Drawings and shall diligently prosecute or cause to be prosecuted Tenant’s Initial Work to completion substantially in accordance with conceptual plans and a general budget Tenant’s construction schedule for Tenant’s Initial Work, copies subject to Landlord Delays and to Force Majeure pertaining to Tenant’s Initial Work. B. Not later than fifteen (15) Business Days prior to commencing Tenant’s Initial Work, Tenant shall furnish Landlord with a construction schedule prepared by Tenant or Tenant’s general contractor or construction manager showing the scheduled dates upon which the various phases of which Tenant’s Initial Work are attached hereto to be commenced and may be reasonably expected to be completed as Exhibit C. to such phases and as to the entire Tenant’s Initial Work based upon a commercially reasonable construction schedule. Tenant acknowledges and agrees that Landlord has not approved the phasing of Tenant’s Initial Work, and Work shall take into account the limited or no access that any such approval will be provided in a separate writing signed by Landlord. Landlord hereby consents Tenant may have to and approves Tenant’s use and engagement of both GRLA Architects and XX Xxxxx Construction (the “Approved Professionals”) to design and undertake to construct Tenant’s Initial WorkHoist Impacted Areas and/or the RTS Shuttle Elevator Work Area. Landlord shall have the right to review Tenant’s construction schedule and to submit to Tenant, for revision of such schedule, modifications to expedite the performance of the Base Building Work and to allow a greater degree of coordination between Tenant’s Initial Work, the RTS Build-out Work and the Base Building Work. Tenant shall in good faith incorporate same provided such recommendations do not materially adversely impact Tenant or Tenant’s schedule as it relates to the completion of Tenant’s Initial Work. Subject to the terms of this Lease, including compliance with this Article 13, Tenant shall have its representative at the Premises at all times during right to install one internal staircase per floor of the Office Space as part of Tenant’s Initial Work. (i) Tenant shall advise Landlord of the construction of the manager or general contractor designated by Tenant to perform Tenant’s Initial Work to review and monitor the performance of same, and Tenant shall pay Landlord, within ten (10) days after of the award. The designated construction manager or general contractor shall work in harmony with the Base Building Contractor, the RTS Contractor and Landlord’s written demandcontractors and subcontractors and shall be subject to Landlord’s approval, which shall not be unreasonably withheld. Tenant shall also provide Landlord, at least five (5) Business Days prior to sending out bid packages, with a list of subcontractors who will be on the list of bidders. The list of bidders shall be subject to Landlord’s approval which shall not be unreasonably withheld and shall not be required if such bidders are listed on Exhibit 13.03 annexed hereto. (ii) Notwithstanding the foregoing, the approval by Landlord of such construction monitoring fee equal manager, general contractor and/or subcontractors or the inclusion of any Person on Exhibit 13.03 shall not be deemed to one percent mean that Landlord has given any assurance or made any representation, warranty or guaranty with respect to, the performance by or quality of work of such construction manager, general contractor or subcontractors, and Landlord shall not have liability to Tenant nor responsibility for the actions, negligence, work or workmanship of such construction manager, general contractor or subcontractor(s). (1%iii) All Tenant’s Initial Work shall be effected in accordance with the requirements of the total hard costs this Lease. Landlord shall have no responsibility for performance or supervision of Tenant’s Initial Work. Except as otherwise expressly provided in Section 2.02 or 13.08B hereof, any failure to complete Tenant’s Initial Work shall not in any way result in a postponement of the Rent Commencement Date or the payment of any Rent payable hereunder. D. It is understood that Landlord’s and Tenant’s contractors may at times be working in the Premises simultaneously (but in no event before the Commencement Date). Subject to the provisions of Sections 2.01 and 13.14 hereof, Landlord reserves and Tenant agree that, in connection with the right performance of their respective work, the contractors of each will work harmoniously with the contractors of the other and the contractors will do nothing to deduct such fee impede the work being performed by the other’s contractors, including, but not limited to, the storage of its tools and materials, labor unrest or jurisdictional disputes or any other things that may prevent or delay Landlord’s contractors from completing the Improvement Allowance Base Building Work or the RTS Build-out Work and Tenant’s contractors from completing Tenant’s Initial Work. E. Landlord shall, at Landlord’s sole cost and expense, construct and maintain the Temporary Enclosure in each Hoist Impacted Area no later than thirty (30) days following the later of (a) the actual satisfaction of the Initial Delivery Conditions thereof and (b) the expiration of Landlord’s exclusive period with respect thereto as provided in Section 13.14C hereof. Tenant shall not remove the Temporary Enclosure until the Hoist Area Work has been completed; it being agreed that Tenant shall be responsible, at Tenant’s sole cost and expense, to remove the Temporary Enclosure. The Temporary Enclosure shall be sufficient to enable Landlord to obtain a Landlord’s TCO for the floors of the Demised Premises included in the Hoist Impacted Areas and shall otherwise be constructed in accordance with the requirements set forth on Exhibit 13.12E annexed hereto and made a part hereof. Landlord shall be permitted to access the Hoist Impacted Areas through the doors of the Temporary Enclosure (as defined belowshown on Exhibit 13.12E). Prior to commencing any work on Landlord shall give Tenant prompt notice of the completion of the Hoist Area Work. F. During the performance of Tenant’s Initial Work, Tenant shall submit a budget have non-exclusive access to the Hoist maintained and operated by the Base Building Contractor serving the floors in which the Demised Premises are located as provided herein. The Hoist shall be made available to Tenant’s contractors for the delivery of material upon application to the Base Building Contractor in accordance with procedures developed by the Base Building Contractor so as not to delay the Base Building Contractor from completing the Base Building Work or any other work being performed by, for or on behalf of Landlord in the Building, the Unit or any part thereof (but without affording any other tenant more favorable availability than that which is afforded to Tenant). So long as the Hoist is erected, Tenant’s contractors shall be afforded access to Landlord’s Hoist on a nonexclusive basis in conjunction with all other workers performing work throughout the Building in accordance with procedures developed by the Base Building Contractor (which procedures shall not afford any other tenant more favorable availability than that which is afforded Tenant), including the Staggered Hoist Hour and the procedures relating to such Staggered Hoist Hour as provided on Exhibit 2.02A(vi). To the extent practicable and available in accordance with good construction practice, Tenant shall be required to schedule usage of the Hoist in advance for delivery of material or equipment in connection with Tenant’s Initial Work (other than hand tools and other similar items used by workers in the execution of their work). Neither Tenant nor any other tenant or occupant of the Unit shall have the right to place a standing order for Hoist time. In the event of any breakdown of the Hoist, Landlord and Tenant shall cooperate to minimize delays in the work of both parties. Subject to the provisions of Exhibit 2.02A(vi), the Hoist shall be operated during such regular working hours as established by the applicable trades and unions; the regular working hours on Business Days as presently established on this date are 7:00 A.M. to 3:30 P.M., subject to reasonable revision, provided that the union rules regarding the minimum number of hours of operation on any one day shall prevail. Except as hereinafter provided, Tenant shall not be required to pay any charge or other fee for use of the Hoist for the delivery of material or personnel during regular construction working hours and up to one (1) hour thereafter; it being agreed that at any other times Tenant shall be required to pay any additional reasonable incremental out-of-pocket costs incurred by Landlord therefor as a result of such Tenant use (it being acknowledged that such incremental costs may increase after the Execution Date). Tenant acknowledges that on or prior to the Outside Post-Delivery Conditions Date, the operation of the Hoist will cease and the Base Building Contractor shall commence the process of removing the Hoist (which process shall include the removal of all tie backs running from the Hoist into the Building and affecting the Demised Premises and the installation of (and making weathertight) any and all windows to be installed in the portion of the Demised Premises which were not theretofore installed by reason of the Hoist, if any). In no event shall Tenant have any right to install any Hoist at the Building. Tenant (i) acknowledges that it may be required to stagger the arrival of its contractors, other personnel, and deliveries because of the simultaneous construction of the Base Building Work, Tenant’s Initial Work and other construction occurring at the Building and (ii) agrees that (a) any cost or expense incurred as a result thereof shall be solely the responsibility of Tenant and, not be a basis for any claim of Landlord Delay (except as otherwise expressly provided herein) and (b) Landlord shall not have liability to Tenant on account thereof. Notwithstanding the foregoing, Landlord will use commercially reasonable efforts, in accordance with commercially reasonable construction practice, to ensure that Tenant has fair and reasonable access to the Hoist during normal working hours relative to other tenants performing construction at the Unit so as to not unreasonably delay the performance of Tenant’s Initial Work (other than delays reasonably anticipated in normal construction of a major office building in Midtown Manhattan and taking into account the scope of the Base Building Work and fair and reasonable access for multiple tenants performing build-out work). In the event that Tenant, in good faith, believes that it is not being afforded such fair and reasonable access to the Hoist as compared to other tenants, Tenant shall give immediate notice thereof to Landlord specifying the details and the days in which Tenant believes such access was not so given. Landlord shall immediately advise the Base Building Contractor in an attempt to address Tenant’s complaint and shall review the scheduling logs to determine if such access is being provided in a fair and reasonable manner. Not later than two (2) Business Days after receipt of Tenant’s complaint, Landlord will advise Tenant if it disputes such claim. If Landlord agrees with such assessment or if Landlord disputes the same and an Arbitrator rules in favor of Tenant, then, to the extent such complained of access to the Hoist has actually delayed Tenant in the Substantial Completion of Tenant’s Initial Work by the scheduled completion date therefor, the same, subject to the provisions of Section 2.02N hereof, shall constitute Landlord Delay. Notwithstanding anything to the contrary contained in this Lease, (i) the terms of this Section 13.12F and Section 2.02 hereof, are subject to the terms of Exhibit 2.02A(vi) and (ii) during the Staggered Hoist Hour, neither Landlord nor the Base Building Contactor shall have any priority over Tenant’s Contractors or any right to “bump” Tenant’s Contractors. (i) Tenant shall use reasonable efforts to protect the Demised Premises, including all Base Building Work therein, from damage by Tenant’s contractors, subcontractors and movers, and shall pay for any replacements, repairs or extra cleaning necessitated by any damage caused to the Demised Premises by such contractors or subcontractors or the moving by contractors, subcontractors, movers or other agents of Tenant of fixtures, equipment, furnishings, furniture and other property into or out of the Demised Premises. (ii) Landlord shall use reasonable efforts to protect the Demised Premises, including Tenant’s Initial Work therein, from damage by Landlord’s contractors, or subcontractors, and shall pay for any replacements, repairs or extra cleaning necessitated by any damage caused to the Demised Premises by such contractors or subcontractors. H. Tenant shall not store any materials and equipment used for or in connection with Tenant’s Initial Work within or adjacent to the Building, including without limitation in the receiving area at the ground level of the Hoist, other than within the Premises. I. Provided that Tenant shall give Landlord reasonable prior notice thereof, Tenant may, at Tenant’s sole cost and expense, test those of its systems which interface with the Building systems and Landlord shall cooperate with Tenant to the extent reasonably required in connection therewith. Tenant shall permit Landlord’s representatives to coordinate and observe such testing and shall provide Landlord’s representatives access to and copies of test results provided, however, Landlord shall operate all of the Building systems and equipment in connection with and affected by such testing. J. Tenant shall, throughout the performance of Tenant’s Initial Work, including promptly remove all hard rubbish and soft costs such as debris from the Premises using a refuse remover designated by Tenant and without limitation, all labor and materials, architectural, engineering, permitting, project management, and space planning fees (“Itemized Costs”) reasonably acceptable to Landlord but in no event shall Tenant or any Contractor or other Person claiming by or through Tenant use any containers of the Base Building Contractor. K. Notwithstanding anything to the contrary contained herein, Tenant shall be solely responsible for all Hard Costs and Soft Costs relating to Tenant’s Initial Work (subject to reimbursement from Landlord’s approval. Upon Landlord’s approval Contribution subject to and in accordance with the provisions of such a budget, the same Article 36 hereof). L. Either party shall be referred permitted to submit disputes arising under this Section 13.12 to arbitration in accordance with the provisions of Section 25.02 hereof. M. Notwithstanding anything herein as to the “Approved Budget”contrary, if Tenant elects to perform the Specialty Core Bathroom Work, then Tenant shall complete the Specialty Core Bathroom Work and otherwise finish the core bathrooms at Tenant’s sole cost and expense.

Tenant’s Initial Work. Subject (i) Tenant’s Initial Work shall constitute an Alteration and shall be subject to all provisions of this Lease applicable to Alterations, including, without limitation, the provisions of Section 4.02. In addition to such provisions relating to all Alterations, the Work Letter, Landlord understands that Tenant may wish provisions of this Section 4.01(c) shall apply to make certain alterations and improvements to the Premises at the start of the Term so as to originally configure the Premises for Tenant’s intended uses (such work the “Tenant’s Initial Work”). (ii) Tenant shall cause Tenant’s Contractors to perform Tenant's Initial Work in a manner that does not interfere with, impede or adversely affect (including due to the impact of noise, smoke or pollutants) (i) the performance of the Base Building Work, (ii) the performance of construction by or on behalf of other tenants and occupants or (iii) from and after the date the first tenant or occupant of the Building occupies any portion of its premises for the normal conduct of its business, the use and enjoyment of any tenant or occupant of the Building of its premises or access to its premises or any common areas which such tenant or occupant is entitled to use or access. Tenant has provided shall take all reasonable steps requested by Landlord with conceptual plans to protect the Base Building Work from and a general budget for against damage arising out of the performance of Tenant’s 's Initial Work, copies of which are attached hereto as Exhibit C. . (iii) Tenant acknowledges and agrees that Landlord has not approved Tenantand Landlord’s Initial Work, and that any such approval will be provided in a separate writing signed by Landlord. Landlord hereby consents to and approves Tenant’s use and engagement of both GRLA Architects and XX Xxxxx Construction (the “Approved Professionals”) to design and undertake to construct Tenant’s Initial Work. Landlord contractors shall have priority (with respect to use of facilities, access to Building areas, use of the right to have its representative at the Premises hoist(s) and elevators, etc.) at all times during the construction of the over Tenant’s Initial Work Contractors. Notwithstanding the preceding sentence, Landlord shall use reasonable efforts to review and monitor accommodate Tenant’s Contractors so long as the same does not interfere with the performance of same, and Tenant shall pay Landlord, within ten (10) days after Landlord’s written demand, a construction monitoring fee equal to one percent (1%) the Base Building Work or work performed by or on behalf of any existing or future tenants or occupants of the total hard costs Building; provided, that Landlord agrees to reasonably cooperate with Tenant in order to provide Tenant with reasonably adequate elevator and/or hoist service to the Premises during the performance of Tenant’s Initial Work. Landlord reserves and Tenant agree to reasonably cooperate and discuss such elevator and/or hoist services and the right logistics for access to deduct such fee from the Improvement Allowance (as defined below). Prior Premises with respect thereto during the performance of Tenant’s Initial Work at the quarterly meetings described in Section 4.01(d) below and Landlord and Tenant agree that the following shall apply with respect to commencing any work on Tenant’s use of the elevator and hoist services during the performance of Tenant’s Initial Work, Tenant shall submit a budget for the Tenant’s Initial Work, including all hard and soft costs such as and without limitation, all labor and materials, architectural, engineering, permitting, project management, and space planning fees (“Itemized Costs”) to Landlord for Landlord’s approval. Upon Landlord’s approval of such a budget, the same shall be referred to herein as the “Approved Budget”.: