Common use of PREPARATION OF THE DEMISED PREMISES Clause in Contracts

PREPARATION OF THE DEMISED PREMISES. 3.01 Tenant has examined the Demised Premises and agrees to accept the same in their condition and state of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises for Tenant’s occupancy except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work in the Demised Premises set forth on Exhibit B attached hereto and made a part hereof (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working order.

PREPARATION OF THE DEMISED PREMISES. 3.01 Tenant has examined the Demised Premises and agrees to accept the same in their condition and state of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in is hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises for Tenant’s occupancy except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work in the Demised Premises set forth on Exhibit B attached hereto and made a part hereof (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, heating and electrical systems in proper and good working order.

PREPARATION OF THE DEMISED PREMISES. 3.01 Tenant has examined 3.01. The Demised Premises shall be completed and prepared for Tenant's occupancy in the manner, and subject to the terms, conditions and covenants, set forth in Exhibit C. The facilities, materials, and work so to be furnished, installed, and performed in the Demised Premises by Landlord at its expense are hereinafter and agrees in Exhibit C referred to accept the same in their condition and state of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof"Landlord's Work". Such other installations, if anymaterials, and understands and agrees thatwork which may be undertaken by or for the account of Tenant to equip, except for “Landlord’s Work” (as such quoted term in hereinafter defined)decorate, and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare furnish the Demised Premises for Tenant’s occupancy except that's occupancy, prior commonly called finishing trades work, are hereinafter and in Exhibit C called "Tenant's Finish Work." 3.02. Landlord and Tenant acknowledge that Tenant shall be obligated to the Term Commencement Date, Landlord shall cause restore the Demised Premises to be delivered in vacantby the end of the term, broom clean conditionincluding such renewals thereto, or at any earlier expiration date. For purposes of this Lease, and specifically without limitation, for purposes of Article 3, Article 13 and specifically without limitation, Section 13.02, and Article 23, references to "restoration" or to the obligation of Tenant "to restore", shall deliver an NYC DEP Form ACP-5 to mean the demolition of all of Landlord's Work and Tenant's Finish Work and of all work thereafter performed by or on behalf of Tenant showing in connection with Tenant Changes such that the Demised Premises is asbestos free. 3.02 Prior are delivered to Landlord in the same manner and in the same condition as existed prior to Landlord's Work or Tenant's Finish Work as set forth in Exhibit C. If there are any changes to the Term Commencement Datebase Building systems as a result of Landlord's Work, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion Tenant's Finish Work or the installation of the construction stairway between the 12th and other items 14th floor, Tenant shall be required to restore such base Building systems to their condition prior to the performance of work in Landlord's Work, Tenant's Finish Work or the installation of the stairway. Landlord agrees that Tenant shall have the right, but shall be under no obligation, to request Landlord to restore the Demised Premises set forth on Exhibit B attached hereto and made a part hereof upon written notice to such effect given not later than sixty (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s60) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval days prior to the commencement expiration of any such change(s)the term. If Tenant approves the additional cost, requests Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to restore the Demised Premises or as aforesaid, then Tenant's restoration obligation shall be limited to payment of such demolition costs as are specific to Tenant's then constructed Demised Premises based upon the appurtenances theretothen applicable labor costs, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heatingescalated, and electrical systems in proper upon the then applicable garbage hauling costs, as may be escalated, and good working orderthe quantities so involved so reduced at Landlord's discretion.

PREPARATION OF THE DEMISED PREMISES. 3.01 Tenant acknowledges that it has examined made a full and complete inspection of the Demised Premises, and Tenant agrees to accept same on the Commencement Date in its then “as-is” condition, except as otherwise set forth herein. Tenant acknowledges that neither Landlord, nor Landlord’s agent, has made any representations or promises in regard to the Demised Premises, except as provided in this lease, and neither Landlord nor Landlord’s agent shall be required to perform any work to prepare, alter or improve the Demised Premises for Tenant’s use, except for Landlord’s Work (“Landlord’s Work”) as set forth on Exhibit B. Such other installations, materials and work which may be required to be undertaken by or for the account of Tenant to equip, decorate and furnish the Demised Premises for Tenant’s occupancy are hereinafter referred to as “Tenant’s Work” and shall be performed by Tenant at Tenant’s expense subject to the terms and provisions of this lease promptly after the Commencement Date has occurred. Tenant covenants and agrees that Tenant’s Work shall result in a first class retail store on a par with other Burberry stores. Tenant is familiar with the condition of the Demised Premises and agrees to accept the same in their condition and state possession of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises for Tenanton the Commencement Date in its then “as is” condition, subject to Landlord’s occupancy except that, prior Work being substantially completed in accordance with the terms of this lease. 3.02 Landlord’s Work shall be performed at Landlord’s sole cost and expense in compliance with all applicable laws. Notwithstanding anything contained in this lease to the Term Commencement Datecontrary, Landlord’s Work shall be warranted to be free of defects in material and workmanship for a period of one (1) year after the date that the Demised Premises are ready for occupancy and Landlord shall cause has tendered possession of the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos freeTenant. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work in the Demised Premises set forth on Exhibit B attached hereto and made a part hereof (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working order.

PREPARATION OF THE DEMISED PREMISES. 3.01 2.01 Tenant has examined the Demised Premises demised premises and agrees to accept the same in their condition and state of repair existing as of the date hereof subject to the representations and responsibilities of Landlord under this Lease and to normal wear and tear and to the removal therefrom by Landlord of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, that Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises demised premises for Tenant’s occupancy 's occupancy, except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its Landlord's sole cost and expense, except as otherwise provided herein, shall do that portion shall: (a) provide to Tenant at least six (6) connection points to the Building's fire safety system (at least one (1) connection point on every third (3rd) floor of the construction Building) to which it may connect its Class E subsystem (consisting of smoke detectors and other items of work in the Demised Premises set forth on Exhibit B attached hereto life safety and made a part hereof (such worksecurity devices) to comply with applicable laws including, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided without limitation, New York City Local Law, provided, however, Tenant shall solely be responsible for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of making such connections; (b) demolish all or portions of the Landlord’s Work specified thereindemised premises, including all of former tenant's wiring in the cost will be determined by Landlord electrical closets servicing the demised premises, other than core areas therein and presented in writing to Tenant for Tenant’s reasonable approval accordance with Tenants's demolition plan prior to the commencement of any performance of Tenant's Work (as that term is hereinafter defined) provided that Landlord approves such change(s). If Tenant approves demolition plan which approval shall not be unreasonably withheld or delayed and provided further that if Landlord fails to deliver its response to such demolition plan within ten (10) Business Days of receipt thereof, then such demolition plan shall be deemed approved by Landlord; (c) remove asbestos in the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work demised premises in accordance with the then existing Final Plans. Landlord shall not be required applicable legal requirements to provide any services or do any act or thing or make any payment with respect facilitate Tenant's Work in and to the Demised Premises demised premises, including any vinyl asbestos tile ("VAT"), and deliver to Tenant an original ACP-5 or ACP-7, as applicable, in connection therewith; (d) remove all existing exterior windows in the appurtenances theretodemised premises; and supply and install new Building Standard (as defined herein) exterior windows throughout the demised premises by no later than September 1, except as may be specifically provided herein. Landlord shall 2000; (e) deliver all existing radiators within the demised premises in proper working order; and (f) deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere demised premises with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, existing sprinkler loop in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working order.

PREPARATION OF THE DEMISED PREMISES. 3.01 Tenant has examined the Demised Premises and agrees to accept the same in their condition and state of repair existing as possession of the date hereof subject to normal Demised Premises in its present "as is" condition, reasonable wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereofexcepted, if any, and understands and agrees thatand, except for “Landlord’s Work” (as such quoted term otherwise required in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare work in the Demised Premises in order to make same ready for occupancy by Tenant’s occupancy except that, prior to . Notwithstanding the Term Commencement Dateforegoing, Landlord shall cause repaint and recarpet the Demised Premises (except that that portion of the Demised Premises to be delivered used as a computer room by Tenant (as shown on the floor plans annexed hereto as Exhibit A) shall be equipped with a tile floor rather than carpeting) with Landlord's building standard colors and materials (to be selected by the Tenant); re-adhere the laminate in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the kitchen area of the Demised Premises; paint the spline in the "bridge" area of the Demised Premises (with a building standard color to be selected by Tenant); remove existing telephone boxes (and thereafter patch walls where made necessary thereby); and install a supplemental HVAC unit sufficient to heat, cool and ventilate Tenant's computer room, provided that such unit is asbestos freea standard mechanical unit, and further provided that the cost of installing said unit shall not exceed $4,000.00 (such work being hereinafter referred to collectively as "Landlord's Work"). 3.02 Prior Landlord's agreement to do the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work 's Work in the Demised Premises set forth on Exhibit B attached hereto shall not require it to incur overtime costs and made a part hereof (such workexpenses and shall be subject to unavoidable delays due to acts of God, “governmental restrictions, strikes, labor disturbances, shortage of materials and supplies and for any other causes or events beyond Landlord’s Work”). 's reasonable control. 3.03 Landlord will perform such items of Landlord’s Work may afford Tenant and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event thatits employees, pursuant to Tenant’s request, any change(s) are requested agents and contractors access to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified thereinDemised Premises, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s at reasonable approval times prior to the commencement Commencement Date and at Tenant's sole risk and expense, for the purposes of any making preparations for Tenant's occupancy. Access for such change(s). If Tenant approves the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord purposes shall not be required deemed to provide constitute possession or occupancy accelerating the Commencement Date or Tenant's obligation to pay fixed rent under this Lease. 3.04 If Tenant employs or uses any services contractor or do subcontractor other than Landlord in the performance of any act or thing or make any payment work in connection with Tenant's initial occupancy, all of Tenant's duties and obligations set forth in Sections 14.05 and 14.06 (relating to Tenant's duties and obligations in making alterations) shall be applicable to and binding upon Tenant with respect to any such work. 3.05 To the extent not currently in the Demised Premises Premises, Tenant, at its expense, shall, within thirty (30) days after the Commencement Date, install drapes or vertical blinds, as approved by Landlord, on all windows. Such Landlord's approval shall not be unreasonably withheld, provided such drapes or blinds shall be a solid, light color or have a solid light color lining facing the appurtenances thereto, except as may exterior of the Building. Tenant agrees that no other type of window covering will be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working orderused.

PREPARATION OF THE DEMISED PREMISES. 3.01 (a) Tenant has examined the Demised Premises demised premises and agrees to accept the same in their "as is" condition and state of repair existing as of the date hereof hereof, subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if anyLandlord's obligations under Section 7.01 hereof, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, that Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises demised premises for Tenant’s occupancy 's occupancy, except that, prior to the Term Commencement Date, that Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlordshall, at its Landlord's sole cost and expense, except as otherwise provided herein, shall do that portion of perform the construction and other items of work in the Demised Premises set forth demised premises defined in Schedule C hereof as the "Landlord's Post-Commencement Work". (b) Landlord covenants that Landlord has, at Landlord's sole cost and expense, performed the following work in the demised premises in a good and workerlike manner in accordance with all Legal Requirements: (i) totally demolished the demised premises slab-to-slab and wall-to-wall (except the thirty (30) ton water-cooled air-conditioning unit on Exhibit B attached hereto the ninth (9th) floor and made all sprinkler loops): and (ii) performed asbestos removal in the demised premises in accordance with Legal Requirements in order to remove all asbestos-containing materials from the demised premises which are noted as currently existing therein on Landlord's asbestos report, a part hereof copy of which has been previously delivered to Tenant and delivered to Tenant a New York City PARK AVE ARMORY/NYLPC - LEASE PT I Form ACP-5 from the New York City Department of Environmental Protection in connection with the final plans, as defined in Article 44 hereof. (such work, “a) Landlord’s Work”). Landlord will perform such items 's Post-Commencement Work shall be deemed substantially completed notwithstanding the fact that minor or insubstantial details of Landlord’s Work and furnish materials demolition remain to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified thereinbe performed, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to non-completion of which do not materially interfere with the commencement of any such change(s). If Tenant approves the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Tenant's Work in accordance with the then existing Final Plans. Landlord demised premises. (b) If the substantial completion of Landlord's Post-Commencement Work shall not be required delayed due to provide any services or do any act or thing omission of Tenant or make any payment with respect to the Demised Premises of its employees, agents or the appurtenances thereto, except as contractors ("Tenant's Delay") of which Tenant shall have been given notice (which may be specifically provided herein. Landlord oral), then Landlord's Post-Commencement Work shall deliver be deemed substantially completed on the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing date when it would have so been but for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working ordersuch delay.

PREPARATION OF THE DEMISED PREMISES. 3.01 Tenant has examined the Demised Premises and agrees to accept the same in their condition and state of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises for Tenant’s occupancy except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work in the portion of the Demised Premises set (the "Additional Premises")set forth on in the drawings and specifications designated as "Tenant's Layout", which Tenant's Layout is annexed hereto as Exhibit B attached hereto F and made a part hereof (such work, “Landlord’s "New Premises Work”"). Landlord will perform such items of Landlord’s New Premises Work and furnish materials to carry out the improvements provided for in Final Plans Tenant's Layout as herein provided. In the event that, pursuant to Tenant’s 's request, any change(s) are requested to the Final Plans drawings and specifications designated as Tenant's Layout and such change(s) would increase the net cost of and/or time to complete the Landlord’s New Premises Work specified therein, the cost will be determined by Landlord or its contractor and presented in writing to Tenant for Tenant’s 's reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional costcost (which such approval shall be deemed given if no approval or disapproval is received by Landlord within five (5) days after delivery to Tenant of Landlord's written determination of the cost of the applicable change), Landlord will perform the changes and Tenant shall pay the additional cost cost, if any, to Landlord upon receipt of an invoice therefor, as Additional Rent additional rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working order.New Premises

PREPARATION OF THE DEMISED PREMISES. 3.01 Section 3.01. Demised Premises Accepted "AS IS"; Tenant has examined Work: (a) The Demised Premises have been inspected by Tenant, and are accepted by Tenant under lease "AS IS". Tenant shall be responsible for any design, demolition and construction, in accordance with this Article III and Exhibits C-1 and C-2. (b) Tenant's proposed Plans and Specifications shall be submitted to Landlord for approval. Within 15 business days following its receipt of such proposed Plans and Specifications, Landlord shall respond to Tenant by approving or requesting changes to such Plans and Specifications. Landlord's approval of such Plans and Specifications shall not be unreasonably withheld, delayed or conditioned. The completed interior design drawings, layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises and agrees to accept the same in their condition and state of repair existing shall be annexed hereto and, as of the date hereof subject of such annexation, made a part of this Lease as Exhibit [C-1] and shall be referred to normal wear as the "Plans and tear Specifications." The Tenant Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties' understanding regarding building standards, Tenant Work and certain other aspects of Tenant Work in the Building. (c) Construction, according to the removal therefrom Plans and Specifications ("Tenant Work") shall be carried out and pursued to completion with reasonable diligence by and at the expense of Tenant and with the cooperation of Landlord, upon the terms and conditions set forth below. Tenant may begin Tenant Work on the later of the property date hereof and the approval by Landlord of the existing tenant or occupant thereofPlans and Specifications: (i) Landlord has furnished Tenant with a written list of contractors which Landlord has pre-approved to perform work in the Building (the "Pre-Approved Contractors"). Prior to commencing any Tenant Work, Tenant shall furnish to Landlord a written list of contractors who are proposed to perform such work, if any, who are not Pre-Approved Contractors. All contractors (whether or not such contractors are Pre-Approved Contractors) shall be first-class union contractors and understands and agrees that, except for “Landlord’s Work” shall maintain current licenses with applicable governmental and/or other enforcement authorities. Tenant shall furnish to Landlord copies of such contractors' insurance policies (as whether or not such quoted term in hereinafter definedcontractors are Pre-Approved Contractors), including workers compensation, public liability and its obligations otherwise under this Leaseproperty damage, all in amounts and with companies acceptable to Landlord. Landlord shall have the right to reject any such proposed contractors who are not Pre-Approved Contractors by written notice to Tenant within ten days of Landlord's receipt of the above information. (ii) Tenant shall promptly apply for all approvals and permits legally required in connection with the performance of Tenant Work. If necessary, Landlord shall not be required join in the execution of the applications, and at Tenant's request, shall cooperate with the prosecution of the application. Tenant shall bear all fees, costs and expenses in connection with the applications including any legal or other expenses incurred by Landlord. Tenant shall prosecute the applications diligently and use reasonable efforts to seek the approvals and permits applied for and shall provide Landlord with copies of all permits and approvals upon receipt thereof. Tenant shall advise Landlord of its progress from time to time and upon request by Landlord. (iii) Promptly after all requisite approvals and permits have been granted, Tenant shall commence the performance of Tenant Work and shall diligently prosecute Tenant Work to completion. (iv) Tenant shall perform any work, supply any materials or incur any expense to prepare the Demised Premises for Tenant’s occupancy except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to performed all of Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work in the Demised Premises set forth on Exhibit B attached hereto and made a part hereof (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final PlansPlans and Specifications, all requirements of regulations of any applicable public authority, and the terms and conditions of all insurance policies and shall do so in a good and workmanlike manner. Notwithstanding any failure by Landlord to object to any such Tenant Work Landlord shall not have no responsibility therefor. (v) Tenant's contractors shall have access to the Demised Premises during Business Hours and Landlord shall provide water, heating or cooling to the extent such services are being provided to the Demised Premises pursuant to the terms of this Lease. Tenant's contractors may have access to the Demised Premises beyond Business Hours, and water, heating or cooling at Tenant's request, if Tenant agrees to pay utility overtime charges on an hourly basis as set forth in the Rules and Regulations (defined herein). (vi) Tenant shall provide Landlord with "as built drawings" upon completion of Tenant Work. (vii) If any governmental authority requires that a certificate of occupancy be required to provide any services or do any act or thing or make any payment issued with respect to the Demised Premises or the appurtenances theretoas a result of Tenant Work, except as may be specifically provided herein. Landlord Tenant shall deliver the Demised Premises free apply for, obtain such certificate of outstanding construction or mechanics’ liens occupancy and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working orderprovide a copy thereof to Landlord.

PREPARATION OF THE DEMISED PREMISES. 3.01 (a) Tenant acknowledges that it has examined made a full and complete inspection of the Demised Premises Premises, and Tenant agrees to accept same on the same Commencement Date in their condition and state of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees thatpresent "as-is" condition, except for “the performance by Landlord of the work specified in Section 4.02, hereof ("Landlord’s 's Work” (as such quoted term "). Tenant acknowledges that neither Landlord, nor Landlord's agent, has made any representations or promises in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required regard to perform any work, supply any materials or incur any expense to prepare the Demised Premises for Tenant’s occupancy Premises, except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered as otherwise provided in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos freethis lease. 3.02 Prior to the Term Commencement Date, (a) Landlord, at its Landlord's sole cost and expense, except as otherwise provided herein, shall do that portion shall: i. demolish portions of the construction Demised Premises other than core areas therein but including bathrooms. Such demolition shall be in accordance with Tenant's demolition plan (which shall be subject to Landlord's reasonable approval). Tenant shall deliver to Landlord Tenant's demolition plan no later than April 1, 2000, failing which Landlord shall demolish the Demised Premises. If Tenant shall fail to deliver such a demolition plan to Landlord prior to April 1, 2000, then Landlord shall demolish the Demised Premises in accordance with Landlord's standard practice for demolition of leaseable space. Landlord and other items of work Tenant agree that in no event shall Landlord be obligated to penetrate and remove asbestos from more than five (5) columns within the Demised Premises; ii. remove asbestos in the Demised Premises set forth in accordance with applicable legal requirements to facilitate Tenant's Work in and to the Demised Premises, and deliver to Tenant three (3) original ACP-5 forms in connection therewith; iii. remove all existing exterior windows in the Demised Premises; and supply and install new Building Standard (as defined herein) exterior windows throughout the Demised Premises prior to August 1, 2000; iv. deliver all existing radiators within the Demised Premises in good working order and replace any radiators determined by Landlord to be missing prior to June 1, 2000; and v. slab over the penetration on Exhibit B attached hereto and made a part hereof the fourteenth (such work, “Landlord’s Work”). 14th) floor of the 500 Building after the existing convenience stairway therein is demolished. (b) Landlord will perform such agrees that is shall substantially complete the items of Landlord’s 's Work specified in Subsections 4.02(a)(i) and furnish materials to carry out (ii) hereof (the improvements provided for in Final Plans as herein provided. In "Asbestos Removal") within the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost presently vacant portion of the Landlord’s Work specified thereinDemised Premises (the "Non-Occupied Space") on or before the date (the "AR Date") which shall be the later to occur of May 1, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement of any 2000 or such change(s). If Tenant approves the additional cost, Landlord will perform the changes and date as Tenant shall pay the additional cost submit to Landlord upon receipt of an invoice therefor, the Initial Plan (as Additional Rent hereunder. that term is hereinafter defined). (c) If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord shall not have substantially completed any item of Landlord's Work in the Non-Occupied Space on the express date set forth in this Section 4.02 for the completion of such items, then the fixed rent and additional rent payable for any portion of the Unoccupied Space in which an item of Landlord's Work is not substantially completed on the date specified therefor shall be required abated until the date such item of work is substantially completed. Notwithstanding any language to provide the contrary contained in this Lease, the completion date specified for any services item of Landlord's Work shall be extended by one day for each day that Landlord is prevented from performing or do any act or thing or make any payment completing such work by reason of a Tenant Delay. A "Tenant Delay" shall mean: (a) delays in submitting the Initial Plan with respect to Tenant's Work, or in approving any drawings or specifications, giving authorizations or supplying information; or (b) additional time needed by Landlord, as a result of Tenant requesting Landlord to make a change or addition to Landlord's Work or change in the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working orderInitial Plan.

PREPARATION OF THE DEMISED PREMISES. 3.01 (a) Except as expressly provided to the contrary in this Section 3.1(a), Tenant has examined the Demised Premises and agrees to shall accept the same in their condition and state of repair existing demised premises “as of is” on the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply install any materials fixtures or incur equipment or render any expense services to prepare make the Demised Premises Building or the demised premises ready or suitable for Tenant’s occupancy except that, prior to the Term Commencement Date, initial use or occupancy. Landlord shall cause perform the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work in the Demised Premises set forth described on Exhibit B attached D annexed hereto and made a part hereof (such work, herein called “Landlord’s Work“) in the manner and subject to the provisions of Exhibit D. The Landlord’s Work shall be deemed to have been substantially completed even though (i) minor details or adjustments may not then be completed, and (ii) items which in accordance with good construction practice should be performed after completion of Tenant’s Work may not then be completed, subject to Landlord’s obligation to complete Landlord’s Work. The taking of possession of the demised premises by Tenant for the performance of Alterations or for any other reason whatsoever (other than Customary Pre-Construction Activities) shall be deemed an acceptance of the demised premises and substantial completion by Landlord of Landlord’s Work; provided, however, if Tenant shall furnish Landlord with a list (herein called the “Punchlist”). Landlord will perform such , within thirty (30) days after the date Tenant takes possession of the demised premises, specifying the items of Landlord’s Work which have not been substantially completed, then the taking of possession of the demised premises by Tenant shall be deemed an acceptance of the demised premises, and furnish materials substantial completion by Landlord of Landlord’s Work, except with respect to carry out the improvements provided items set forth on the Punchlist, but the giving of the Punchlist shall not affect the occurrence of the Commencement Date. Landlord shall promptly commence and complete the items set forth on the Punchlist. (b) If Landlord fails to complete Landlord’s Work on or before November 30, 2004, save for Force Majeure Causes, the Rent Abatement Period shall be increased by one day for each day until completion. Tenant hereby waives any right to rescind this Lease under the provisions of Section 223(a) of the Real Property Law of the State of New York, and agrees that the provisions of this Section are intended to constitute “an express provision to the contrary” within the meaning of said Section 223(a). (a) Landlord shall allow Tenant a credit in Final Plans the amount of ONE MILLION THREE HUNDRED SEVENTY ONE THOUSAND FIVE HUNDRED FIFTY AND 00/100 ($1,371,550) DOLLARS (herein called the “Work Credit“), which credit may be applied against the cost and expense incurred by Tenant in connection with Tenant’s initial alterations in and to the demised premises (“Tenant’s Work“) and the cost and expense of architectural, consulting, engineering fees in connection with Tenant’s Work as herein providedwell as Tenant’s move into the demised premises. In the event that, pursuant to that the costs and expenses of Tenant’s requestWork shall exceed the amount of the Work Credit, Tenant shall be entirely responsible for such excess. Any portion of the Work Credit not used for the express purposes described in the immediately preceding sentence shall be paid to Tenant within thirty (30) days following demand made at any change(stime after Tenant has completed Tenant’s Work and begun occupying the demised premises for the conduct of its business. Landlord shall pay to Tenant installments of the Work Credit within thirty (30) are requested days after Landlord’s receipt of a written request for disbursement together with the required accompanying documentation. (b) The Work Credit shall be payable to Tenant in installments as Tenant’s Work progresses, but in no event more frequently than monthly. Prior to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement payment of any such change(s). If Tenant approves the additional costinstallment, Landlord will perform the changes and Tenant shall pay the additional cost deliver to Landlord upon receipt a written request for disbursement which shall be accompanied by (1) invoices for the portion of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue LandlordTenant’s Work or other item referenced in such requisition, (2) a certificate signed by Tenant’s architect certifying that the portion of Tenant’s Work referenced in said requisition and represented by the aforesaid invoices has been satisfactorily completed substantially in accordance with Tenant’s final plan, (3) partial lien waivers from the general contractor, performing any such work releasing Tenant for liability for the same. Reasonably promptly following the completion of Tenant’s Work, Tenant shall provide Landlord with (i) a certificate signed by Tenant’s architect certifying that Tenant’s Work has been satisfactorily completed substantially in accordance with the then existing Final Plansfinal plan, (ii) all Building Department sign-offs, inspection certificates and any permits required to be issued by any governmental entities having jurisdiction thereover, and (iii) a final lien waiver from the general contactor performing Tenant’s Work. (c) At any and all times during the progress of Tenant’s Work, representatives of Landlord shall have the right of access to the demised premises and inspection thereof at reasonable times on reasonable notice to Tenant. (d) The Work Credit is being given for the benefit of Tenant only. No third party shall be permitted to make any claims against Landlord or Tenant with respect to any portion of the Work Credit. (a) As part of the performance of Tenant’s Work, Tenant shall perform certain renovation work in the core bathrooms of the demised premises and, in connection therewith, shall bring such core bathrooms of the demised premises into compliance with the Americans With Disabilities Act (“Tenant’s Bathroom Work”). In addition to the Work Credit, Landlord shall allow Tenant a credit of One Hundred Fifty Thousand and 00/100 ($150,000.00) DOLLARS (herein called the “Bathroom Work Credit“), which credit shall be applied solely against the cost and expense incurred by Tenant for the actual construction of Tenant’s Bathroom Work, including architectural, consulting, engineering fees, and for no other purposes. In the event that the costs and expenses of Tenant’s Bathroom Work shall exceed the amount of the Bathroom Work Credit, Tenant shall be entirely responsible for such excess. If upon completion of Tenant’s Bathroom Work, and complete payment by Tenant of all costs and expenses thereof there shall remain unused portions of the Bathroom Work Credit, then, provided Tenant is not in default under any of the terms, covenants or conditions of this Lease on the part of Tenant to be observed or performed beyond applicable grace and cure periods, the amount of such unused Bathroom Work Credit shall be applied as a rent credit against the next accruing installments of fixed annual rent payable by Tenant under this Lease. Landlord shall not be required pay to provide any services or do any act or thing or make any payment with respect to Tenant installments of the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free Bathroom Work Credit within thirty (30) days after Landlord’s receipt of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere a written request for disbursement together with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working orderrequired accompanying documentation.

PREPARATION OF THE DEMISED PREMISES. 3.01 2.01 Tenant has examined the Demised Premises demised premises and agrees to accept the same in their condition and state of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, that Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises demised premises for Tenant’s occupancy 's occupancy, except thatthat Landlord, at Landlord's sole cost and expense, shall: (a) demolish the demised premises other than core areas therein and remove asbestos in the demised premises in accordance with applicable legal requirements to facilitate Tenant's Work in and to the demised premises, except for any vinyl asbestos tile ("VAT") which shall be Tenant's obligation to remove or encapsulate at Tenant's expense, and, following receipt from Tenant of Tenant's plans and specifications showing the proposed Tenant's Work, deliver to Tenant an original ACP-5 or ACP-7 form, as applicable, in connection therewith; (b) provide a reasonable number of connection points to the Building life safety system for Tenant to connect its devices in the demised premises, provided that the cost for such connection shall be at Tenant's expense; and (c) remove all existing exterior windows in the demised premises; and supply and install new Building Standard (as defined herein) exterior windows throughout the demised premises; and (d) deliver all existing radiators within the demised premises in working order. 2.02 Landlord shall use all reasonable efforts to complete items (a), (b), and (d) of Landlord's Work prior to May 1, 2000 and item (c) by June 30, 2000. 2.03 If the Term Commencement Date is other than the specific date hereinabove set forth then Tenant shall at Landlord's request, execute a written agreement confirming the Commencement Date. Any failure of the parties to execute such written agreement shall not affect the validity of the Commencement Date as fixed and determined by Landlord as aforesaid. (a) Tenant agrees that part of the twenty-first (21st) floor of the demised premises (the "21st Floor") is currently occupied and that Tenant shall occupy ("Pre-Work 21st Floor") the balance of the twenty-first (21st) floor while Tenant's Work is being performed in the balance of the demised premises. Tenant agrees that the term of this lease shall commence on the date hereof notwithstanding Landlord's inability to deliver to Tenant on the Commencement Date vacant possession of the entire 21st Floor. Except as otherwise expressly set forth in this lease, Tenant shall have no claim against Landlord, and Landlord shall have no liability to Tenant, by reason of the delivery of possession of any portion of the 21st Floor to Tenant after the Commencement Date. The parties hereto further agree that the failure to have the entire 21st Floor available for occupancy by Tenant on the Commencement Date shall in no way affect the obligations of Tenant hereunder except as hereinafter expressly set forth, nor shall the same be construed in any way to extend the term of this lease. Landlord shall use reasonable efforts to obtain and deliver possession of the 21st Floor to Tenant, including commencement of summary proceedings against the tenant(s) currently occupying the 21st Floor and holding-over under expired leases. In the event Landlord fails to deliver any portion of the 21st Floor to Tenant on the Commencement Date, Landlord shall cause not be required to perform any of Landlord's Work on the Demised Premises to be 21st Floor until the entire 21st Floor is vacant and has been delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that and the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do fixed annual rent for that portion of the construction 21st Floor not so delivered to Tenant shall abate for ▇▇▇▇▇ (3) months following delivery of the respective portion(s) of the 21st Floor not initially delivered to Tenant; provided, however, in no event shall Tenant be required to any fixed annual rent on any portion of the 21st Floor prior to the date provided under Section 1.05 (a) above. The amount of such abatement shall be the product of (i) the rentable square feet of the 21st Floor not delivered to Tenant, multiplied by (ii) the rate per rentable square foot of fixed annual rent then payable for the remainder of the demised premises, calculated on a per diem basis. (b) As provided in Section 2.04 (a) above, Landlord and other items Tenant agree that there shall be no fixed annual rent payable with respect to any portion of work the twenty-first (21st) floor until three (3) months after the date such portion of the twenty-first (21st) floor shall be delivered to Tenant vacant with the item of Landlord's Work specified in Section 2.01(a) completed; provided that Tenant shall vacate the Pre-Work 21st Floor within twenty (20) days after Landlord's notice to vacate same so that Landlord can perform Landlord's Work therein. Any fixed annual rent payable with respect to any such portion of the twenty-first (21st) floor shall be abated during the period Tenant is required to vacate same for Landlord to perform Landlord's Work and for the three (3) month period after the completion of same and the delivery of such portion of the twenty-first (21st) floor to Tenant in the Demised Premises set forth on Exhibit B attached hereto and made a part hereof (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as condition herein provided. In the event that, pursuant Tenant fails to Tenant’s requestvacate the Pre-Work 21st Floor as provided in this Section 2.04(b), any change(s) are requested abatement applicable to the Final Plans and such change(s) would increase the cost payment of the Landlord’s fixed annual rent for that portion of the Pre-Work specified therein, the cost will 21st Floor shall be determined by Landlord and presented in writing to Tenant reduced for Tenant’s reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional cost, Landlord will perform the changes and each day after twenty (20) days Tenant shall pay not vacate the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Pre-Work in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working order21st Floor.

PREPARATION OF THE DEMISED PREMISES. 3.01 2.01. Tenant acknowledges that Tenant has examined inspected the Demised Premises demised premises, is fully familiar with the condition thereof and accepts the demised premises absolutely "as is". Landlord is to perform no work in readying the demised premises for Tenant's occupancy. 2.02. Tenant hereby covenants and agrees to accept the same in their condition and state of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises for Tenant’s occupancy except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to that Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlordwill, at its sole Tenant's own cost and expense, except and in a good and workmanlike manner, make and complete the work and installations in and to the demised premises set forth below in such manner so that the demised premises will be tasteful and dignified executive and general offices and a trading floor. 2.03. Tenant, at Tenant's expense, has prepared a final set of plans and specifications (which said final plan or final set of plans, as otherwise provided hereinthe case may be, shall do that portion of and specifications are hereinafter called the "final plan") for the construction and other items finishing of the demised premises. Tenant's plans have been approved by Landlord. 2.04. In accordance with the final plan, Tenant, at Tenant's expense, will make and complete in and to the demised premises (hereinafter sometimes called the "Work Area") the work and installations (hereinafter called "Tenant's Work") specified in the Demised Premises set forth on Exhibit B attached hereto final plan. Tenant agrees that Tenant's Work will be performed with the least possible disturbance to the occupants of other parts of the Building and made a part hereof (such workto the structural and mechanical parts of the Building and Tenant will, “Landlord’s Work”)at its own cost and expense leave all structural and mechanical parts of the Building which shall or may be affected by Tenant's Work in good and workmanlike operating condition. Landlord will perform such items Tenant, in performing Tenant's Work will, at its own cost and expense, promptly comply with all laws, rules and regulations of Landlord’s Work and furnish materials to carry out all public authorities having jurisdiction in the improvements provided for in Final Plans as herein provided. In the event that, pursuant Building with reference to Tenant’s request's Work. Tenant shall not do or fail to do any act which shall or may render the Building of which the demised premises are a part, liable to any change(smechanic's lien or other lien and if any such lien or liens be filed against the Building of which the demised premises are a part, or against Tenant's Work, or any part thereof, Tenant will, at Tenant's own cost and expense, promptly remove the same of record by bonding or otherwise within thirty (30) are requested days after notice to Tenant of the filing of such lien or liens; or in default thereof, Landlord may cause any such lien or liens to be removed of record by payment of bond or otherwise, as Landlord may elect, and Tenant will reimburse Landlord for all costs and expenses incidental to the Final Plans removal of any such lien or liens incurred by Landlord. Tenant shall indemnify and such change(s) would increase save harmless Landlord of and from all claims, counsel fees, loss, damage and expenses whatsoever by reason of any liens, charges or payments of any kind whatsoever that may be incurred or become chargeable against Landlord or the cost Building of which the Landlord’s demised premises are a part, or Tenant's Work specified thereinor any part thereof, by reason of any work done or to be done or materials furnished or to be furnished to or upon the cost will be determined demised premises in connection with Tenant's Work. Tenant hereby covenants and agrees to indemnify and save harmless Landlord of and from all claims, counsel fees, loss, damage and expenses whatsoever by Landlord and presented in writing reason of any injury or damage, howsoever caused, to Tenant for Tenant’s reasonable approval any person or property occurring prior to the commencement completion of Tenant's Work or occurring after such completion, as a result of anything done or omitted in connection therewith or arising out of any such change(s)fine, penalty or imposition or out of any other matter or thing connected with any work done or to be done or materials furnished or to be furnished in connection with Tenant's Work. If Tenant approves At any and all times during the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt progress of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional costTenant's Work, Landlord shall continue be entitled to have a representative or representatives on the site to inspect Tenant's Work and such representative or representatives shall have free and unrestricted access to any and every part of the demised premises. Tenant shall advise Landlord in writing of Tenant's general contractor and subcontractors who are to do Tenant's Work, and such general contractor and subcontractors shall be chosen by Tenant from the Approved Contractors List annexed hereto as Schedule C. All such contractors shall, to the extent permitted by law, use employees for Tenant's Work who will work harmoniously with other employees on the job. Tenant has requested and Landlord has approved the inclusion in Schedule C of ▇▇▇▇ ▇▇▇▇▇▇ & Son, Inc. as a general contractor. If hereafter Tenant shall request Landlord’s Work in accordance 's approval to the replacement of such contractor with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free firm of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working order▇.▇.

PREPARATION OF THE DEMISED PREMISES. 3.01 Tenant has examined 3.01. The Demised Premises shall be completed and prepared for Tenant's occupancy in the manner, and subject to the terms, conditions and covenants, set forth in Exhibit C. The facilities, materials, and work so to be furnished, installed, and performed in the Demised Premises by Landlord at its expense are hereinafter and agrees in Exhibit C referred to accept as "Landlord's Work". Such other installations, materials, and work which may be undertaken by or for the account of Tenant to equip, decorate, and furnish the Demised Premises for Tenant's occupancy, commonly called finishing trades work, are hereinafter and in Exhibit C called "Tenant's Finish Work". After review and completion of the final construction drawings, but prior to commencement of the construction and/or installation of the same, Landlord reserves the right to notify Tenant of any restoration of non-building standard items that Tenant shall be responsible for upon the termination of this Lease and Tenant may then elect not to have the same installed in their condition and state the Demised Premises. In any event, Tenant shall prior to the termination of repair existing this Lease remove from the Demised Premises all equipment in existence as of the date hereof subject comprising Tenant's Voice, Data and Security Systems, including associated outlets, wires, wiring trays and other equipment, materials and facilities, whether located in the ceiling, floor and/or walls which in any way relates, pertains to, constitutes or is connected with Tenant's Voice, Data and/or Security Systems and regardless of whether Landlord or Tenant installed and/or paid for the installation of such systems or whether it was previously installed. Exhibit C-1 sets forth a schedule of the restoration items required under the prior leases of the Building with AT&T and Paradyne Corporation. It is expressly agreed and understood that the Tenant shall not have any responsibility for restoration of the items described in Exhibit C-1 or any other restoration except as specifically set forth in this Article 3 or in Article 12. Equipment already in existence as of the date hereof shall be deemed to normal wear comprise Tenant's Voice, Data and tear Security Systems if and only to the removal therefrom of extent Tenant uses such equipment from and after the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises for Tenant’s occupancy except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos freedate hereof. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work in the Demised Premises set forth on Exhibit B attached hereto and made a part hereof (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working order.

PREPARATION OF THE DEMISED PREMISES. 3.01 4.01 Tenant has examined fully inspected the Demised Premises and is satisfied with the condition thereof and agrees to accept possession of the same Demised Premises in their “as is” condition. Tenant acknowledges that neither Landlord nor any of its agents or employees have agreed to undertake any alterations or construct any Tenant improvements or Landlord’s work in or to the Demised Premises. Notwithstanding the foregoing Landlord agrees, at its cost and expense, to perform and substantially complete the following work (“Landlord’s Building Work”) in the Building on or before the Commencement Date, but in no event later than five (5) months after the Commencement Date. Tenant acknowledges and agrees that the substantial completion of Landlord’s Building Work is not a condition for the Commencement Date. In the event Landlord’s Building Work is not substantially complete on or before the date that is one hundred fifty (150) days after the Commencement Date, Tenant shall be entitled to an abatement of the Fixed Rent, in an amount equal to one (1) day of Fixed Rent for each day of such delay beginning on the one hundred fifty-first (151st) day and state ending on the date that Landlord’s Building Work is substantially completed. Notwithstanding anything to the contrary contained herein, Tenant shall have access to the common area bathrooms on the first (1st) floor of repair existing the Building as of the date hereof subject to normal wear Commencement Date. All of Landlord’s Building Work shall be completed in a good and tear workmanlike manner, using materials which are Building standard quality and to grade. Landlord’s Building Work shall be as follows: Landlord shall upgrade both the removal therefrom existing men’s women’s bathrooms located on the on the first floor of the property of the existing tenant or occupant thereofBuilding by installing new floor tiles, if anywall tiles, mirrors, sink fixtures and understands and agrees thatcountertops. Any installations, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not be required to perform any work, supply any materials or incur any expense work which may be undertaken by or for the account of Tenant to prepare equip, decorate or furnish the Demised Premises for Tenant’s occupancy except that, prior (hereinafter referred to the Term Commencement Date, Landlord as “Tenant’s Work”) shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlordperformed by Tenant, at its sole cost and expense, except in accordance with all the terms, covenants and conditions of this Lease, including without limitation, Articles 13 and 14 hereof, as otherwise provided hereinif such Tenant’s Work was a “Tenant’s Change” as defined in Article 13. Landlord’s Work shall be deemed substantially complete notwithstanding the fact that minor or insubstantial details of construction, shall do that portion mechanical adjustment, or decoration remain to the performed, the noncompletion of which does not materially interfere with Tenant’s use of the construction Demised Premises. 4.02 If and other items when Tenant shall take actual possession of work in the Demised Premises set forth on Exhibit B attached hereto and made a part hereof (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out prepare the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant same for Tenant’s reasonable approval prior to occupancy, it shall be conclusively presumed that the commencement same were in satisfactory condition (except for latent defects) as of any the date of such change(s). If Tenant approves taking of possession, unless within thirty (30) days after the additional cost, Landlord will perform the changes and Commencement Date Tenant shall pay give Landlord notice specifying the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work respects in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to which the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, were not in broom clean and vacant satisfactory condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working order.

PREPARATION OF THE DEMISED PREMISES. 3.01 SECTION 3.01. DEMISED PREMISES ACCEPTED "AS,IS"; TENANT WORK: (a) The Demised Premises have been inspected by Tenant, and are accepted by Tenant has examined under lease "AS IS". Tenant shall be responsible for any design, demolition and construction, in accordance with this Article III and Exhibits C-1 and C-2. (b) Tenant's proposed Plans and Specifications shall be submitted to Landlord for approval. Within 15 business days following its receipt of such proposed Plans and Specifications, Landlord shall respond to Tenant by approving or requesting changes to such Plans and Specifications. Landlord's approval of such Plans and Specifications shall not be unreasonably withheld, delayed or conditioned. The completed interior design drawings, layouts and interior specifications and HVAC drawings for the preparation of the Demised Premises and agrees to accept the same in their condition and state of repair existing shall be annexed hereto and, as of the date hereof subject of such annexation, made a part of this Lease as Exhibit [C-1] and shall be referred to normal wear as the "Plans and tear Specifications." The Tenant Workletter, annexed hereto as Exhibit C-2, sets forth in detail the parties' understanding regarding building standards, Tenant Work and certain other aspects of Tenant Work in the Building. (c) Construction, according to the removal therefrom Plans and Specifications ("Tenant Work") shall be carried out and pursued to completion with reasonable diligence by and at the expense of Tenant and with the cooperation of Landlord, upon the terms and conditions set forth below. Tenant may begin Tenant Work on the later of the property date hereof and the approval by Landlord of the existing tenant or occupant thereofPlans and Specifications: (i) Landlord has furnished Tenant with a written list of contractors which Landlord has pre-approved to perform work in the Building (the "Pre-Approved Contractors"). Prior to commencing any Tenant Work, Tenant shall furnish to Landlord a written list of contractors who are proposed to perform such work, if any, who are not Pre-Approved Contractors. All contractors (whether or not such contractors are Pre-Approved Contractors) shall be first-class union contractors and understands and agrees that, except for “Landlord’s Work” shall maintain current licenses with applicable governmental and/or other enforcement authorities. Tenant shall furnish to Landlord copies of such contractors' insurance policies (as whether or not such quoted term in hereinafter definedcontractors are Pre-Approved Contractors), including workers compensation, public liability and its obligations otherwise under this Leaseproperty damage, all in amounts and with companies acceptable to Landlord. Landlord shall have the right to reject any such proposed contractors who are not Pre-Approved Contractors by written notice to Tenant within ten days of Landlord's receipt of the above information. (ii) Tenant shall promptly apply for all approvals and permits legally required in connection with the performance of Tenant Work. If necessary, Landlord shall not be required join in the execution of the applications, and at Tenant's request, shall cooperate with the prosecution of the application. Tenant shall bear all fees, costs and expenses in connection with the applications including any legal or other expenses incurred by Landlord. Tenant shall prosecute the applications diligently and use reasonable efforts to seek the approvals and permits applied for and shall provide Landlord with copies of all permits and approvals upon receipt thereof. Tenant shall advise Landlord of its progress from time to time and upon request by Landlord. (iii) Promptly after all requisite approvals and permits have been granted, Tenant shall commence the performance of Tenant Work and shall diligently prosecute Tenant Work to completion. (iv) Tenant shall perform any work, supply any materials or incur any expense to prepare the Demised Premises for Tenant’s occupancy except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to performed all of Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work in the Demised Premises set forth on Exhibit B attached hereto and made a part hereof (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final PlansPlans and Specifications, all requirements of regulations of any applicable public authority, and the terms and conditions of all insurance policies and shall do so in a good and workmanlike manner. Notwithstanding any failure by Landlord to object to any such Tenant Work Landlord shall not have no responsibility therefor. (v) Tenant's contractors shall have access to the Demised Premises during Business Hours and Landlord shall provide water, heating or cooling to the extent such services are being provided to the Demised Premises pursuant to the terms of this Lease. Tenant's contractors may have access to the Demised Premises beyond Business Hours, and water, heating or cooling at Tenant's request, if Tenant agrees to pay utility overtime charges on an hourly basis as set forth in the Rules and Regulations (defined herein). (vi) Tenant shall provide Landlord with "as built drawings" upon completion of Tenant Work. (vii) If any governmental authority requires that a certificate of occupancy be required to provide any services or do any act or thing or make any payment issued with respect to the Demised Premises or the appurtenances theretoas a result of Tenant Work, except as may be specifically provided herein. Landlord Tenant shall deliver the Demised Premises free apply for, obtain such certificate of outstanding construction or mechanics’ liens occupancy and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working orderprovide a copy thereof to Landlord.

PREPARATION OF THE DEMISED PREMISES. 3.01 (a) Except as specifically provided in this Section 3 Tenant has examined the Demised Premises and agrees to accept the same demised premises in their condition and state of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property property, if any, of the existing tenant or occupant thereof, if any, thereof and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, that Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises demised premises for --- Tenant’s occupancy except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free's occupancy. 3.02 Prior (b) Landlord agrees that (i) Landlord will demolish the existing tenant improvements in the demised premises, supply Tenant with an ACP-5 form and remove asbestos-containing materials ("ACM") therein, as required in order for Tenant to perform work therein in accordance with Tenant's approved final plans and specifications, in compliance with Local Laws #76/1985 and any other applicable laws and legal requirements relating to asbestos (such demolition and asbestos removal is hereinafter called "Landlord's Work") and (ii) Landlord will also perform the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of following work in the Demised Premises set forth on Exhibit B attached hereto demised premises (other than work affected by Tenant's work or alterations) to comply with the Americans with Disabilities Act: modifications of the core bathrooms and made a part hereof entrances, installation of strobe panels, strobe lights in the core (including core bathrooms), elevator buttons, core door hardware, warden station relocation and alarm pull box (such work, “compliance is hereinafter called "Landlord’s 's ADA Work”"). Tenant shall be responsible for all other work as may be necessary to comply with the Americans with Disabilities Act not included in Landlord's ADA Work. (c) Landlord agrees that it will perform commence performing Landlord's ADA Work in the demised premises as soon as reasonably possible and such items work shall be coordinated and completed with Tenant's performance of alterations and installations in the demised premises. (d) Following the completion of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost of the Landlord’s Work specified therein, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional cost's Work, Landlord will perform the changes and Tenant shall pay perform a walk through of the additional cost to demised premises and following such walk through Landlord upon receipt shall, where necessary, clean or repair damaged convector units and convector covers, repair any damaged window caulking or millions and Landlord shall, where necessary, replace damaged convector grills. (e) Landlord has no knowledge of an invoice thereforthe existence of any hazardous waste, as Additional Rent hereunder. If Tenant disapproves toxic waste or pollutants in the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment with respect to the Demised Premises or the appurtenances thereto, except as may be specifically provided herein. Landlord shall deliver the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working orderBuilding.

PREPARATION OF THE DEMISED PREMISES. 3.01 (a) Except as expressly provided to the contrary in this Section 3.1(a), Tenant has examined the Demised Premises and agrees to shall accept the same in their condition demised premises “as is” on the Commencement Date and state of repair existing as of the date hereof subject to normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, Landlord shall not thereafter be required to perform any work, supply install any materials fixtures or incur equipment or render any expense services to prepare make the Demised Premises Building or the demised premises ready or suitable for Tenant’s occupancy except that, prior to the Term Commencement Date, use or occupancy. Landlord shall cause perform the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its sole cost and expense, except as otherwise provided herein, shall do that portion of the construction and other items of work in the Demised Premises set forth described on Exhibit B attached annexed hereto and made a part hereof (such work, herein called “Landlord’s Work”) in the manner and subject to the provisions of Exhibit B. The Landlord’s Work shall be deemed to have been substantially completed even though (i) minor details or adjustments may not then be completed, and (ii) items which in accordance with good construction practice should be performed after completion of Tenant’s Work may not then be completed, subject to Landlord’s obligation to complete Landlord’s Work. The taking of possession of the demised premises by Tenant for the performance of Alterations or for any other reason whatsoever (other than Customary Pre-Construction Activities) shall be deemed an acceptance of the demised premises and substantial completion by Landlord of Landlord’s Work; provided, however, if Tenant shall furnish Landlord with a list (herein called the “Punchlist”). Landlord will perform such , within thirty (30) days after the date Tenant takes possession of the demised premises, specifying the items of Landlord’s Work and furnish materials to carry out which have not been substantially completed, then the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested to the Final Plans and such change(s) would increase the cost taking of possession of the demised premises by Tenant shall be deemed an acceptance of the demised premises, and substantial completion by Landlord of Landlord’s Work specified thereinWork, the cost will be determined by Landlord and presented in writing to Tenant for Tenant’s reasonable approval prior to the commencement of any such change(s). If Tenant approves the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work in accordance with the then existing Final Plans. Landlord shall not be required to provide any services or do any act or thing or make any payment except with respect to the Demised Premises or items set forth on the appurtenances theretoPunchlist, except as may be specifically provided hereinbut the giving of the Punchlist shall not affect the occurrence of the Commencement Date. Landlord shall deliver promptly commence and complete the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with items set forth on the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems in proper and good working orderPunchlist.

PREPARATION OF THE DEMISED PREMISES. 3.01 2.01 Tenant has examined the Demised Premises demised premises and agrees to accept the same in their condition and state of repair existing as of the date hereof subject to (i) latent defects in the structure of the Building, (ii) Landlord's performance of its work obligations under this Section 2.01 and (iii) normal wear and tear and to the removal therefrom of the property of the existing tenant or occupant thereof, if any, and understands and agrees that, except for “Landlord’s Work” (as such quoted term in hereinafter defined), and its obligations otherwise under this Lease, that Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare the Demised Premises demised premises for Tenant’s occupancy 's occupancy, except that, prior to the Term Commencement Date, Landlord shall cause the Demised Premises to be delivered in vacant, broom clean condition, and shall deliver an NYC DEP Form ACP-5 to Tenant showing that the Demised Premises is asbestos free. 3.02 Prior to the Term Commencement Date, Landlord, at its Landlord's sole cost and expense, except as otherwise provided herein, shall: (a) provide to Tenant a reasonable number of connection points to the Building's fire safety system (not to exceed eight (8) connection points) to which it shall do that portion connect its subsystem (consisting of the construction smoke detectors and other items of work life safety and security devices) in the Demised Premises set forth on Exhibit B attached hereto and made a part hereof (such work, “Landlord’s Work”). Landlord will perform such items of Landlord’s Work and furnish materials to carry out the improvements provided for in Final Plans as herein provided. In the event that, pursuant to Tenant’s request, any change(s) are requested demised premises to the Final Plans and such change(s) would increase Building's Class E System, as required to comply with applicable laws including, without limitation, New York City Local Law; provided however Tenant shall solely be responsible for the cost of making such connections; (b) demolish the Landlord’s Work specified therein, the cost will be determined by Landlord and presented demised premises in writing to Tenant for Tenant’s reasonable approval accordance with Tenants's demolition plan prior to the commencement of any performance of Tenant's Work (as that term is hereinafter defined) provided that Landlord approves such change(s). If Tenant approves demolition plan, which approval shall not be unreasonably withheld; (c) remove asbestos in the additional cost, Landlord will perform the changes and Tenant shall pay the additional cost to Landlord upon receipt of an invoice therefor, as Additional Rent hereunder. If Tenant disapproves the additional cost, Landlord shall continue Landlord’s Work demised premises in accordance with the then existing Final Plans. Landlord shall not be required applicable legal requirements to provide any services or do any act or thing or make any payment with respect facilitate Tenant's Work in and to the Demised Premises or the appurtenances theretodemised premises, except for any vinyl asbestos tile ("VAT")which shall be Tenant's obligation to remove or encapsulate at Tenant's expense; (d) remove all existing exterior windows in the demised premises; and supply and install new Building Standard (as may be specifically provided defined herein. Landlord shall ) exterior windows throughout the demised premises; and (e) deliver all existing radiators and the Demised Premises free of outstanding construction or mechanics’ liens and any violations which prohibit, delay or interfere with existing sprinkler loop within the Tenant filing for Tenant’s Changes or obtaining permits or approvals, in broom clean and vacant condition, with the sprinkler, HVAC, plumbing, heating, and electrical systems demised premises in proper and good working order. 2.02 Landlord shall use all reasonable efforts to complete items (a), (b), (c) and (e) of Landlord's Work prior to June 15, 2000 and item (d) by August 1, 2000. 2.03 If the Commencement Date is other than the specific date hereinabove set forth then Tenant shall at Landlord's request, execute a written agreement confirming the Commencement Date. Any failure of the parties to execute such written agreement shall not affect the validity of the Commencement Date as fixed and determined by Landlord as aforesaid.