Common use of Certificate of Occupancy Clause in Contracts

Certificate of Occupancy. (a) A true copy of the Certificate of Occupancy of the building is annexed hereto as Exhibit B. (b) The Tenant shall immediately discontinue any use of the Premises, which may, at any time, be claimed or declared by the City or State of New York or other governmental authority to be in violation of or contrary to the Certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, to the contrary, if any vault space forms a part of the Premises, or adjoins the same, or any part or portion of the Premises is not within the property line of the building or Premises, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault space.

Certificate of Occupancy. (a) A true copy Section 15.1 Tenant shall not at any time use or occupy the Premises in violation of the Certificate certificate of Occupancy occupancy at such time issued for the Premises or for the Building and in the event that any department of the building is annexed hereto as Exhibit B. (b) The Tenant shall immediately discontinue any use of the Premises, which may, at any time, be claimed or declared by the City or State of New York shall hereafter contend or declare by notice, violation, order or in any other governmental authority manner whatsoever that the Premises are used for a purpose which is a violation of such certificate of occupancy, Tenant shall, upon five (5) Business Days’ written notice from Landlord or any Governmental Authority, immediately discontinue such use of the Premises. A certificate of occupancy with respect to the Premises in the form attached hereto as Exhibit C will be in violation force upon the Commencement Date, provided, however, neither such certificate, nor any provision of this Lease, nor any act or contrary omission of Landlord, shall be deemed to the Certificate of Occupancy of the building, constitute a representation or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, to the contrary, if any vault space forms a part of warranty that the Premises, or adjoins the same, or any part thereof, lawfully may be used or occupied for any particular purpose or in any particular manner, in contradiction to mere “office” use. Section 15.2 Tenant shall have the right, at its sole cost and expense, on prior written notice to Landlord and subject to any pending application(s), to amend the certificate of occupancy from time to time in effect for the Premises to accommodate Tenant’s operation of a conference center in the Premises, subject to Landlord’s prior consent, which shall not be unreasonably withheld or delayed, provided that (i) the same is done subject to, and in accordance with, all Requirements, (ii) any such amendment shall not permit any use of the Premises not permitted under this Lease, (iii) no such change shall adversely affect any portion of the Building other than the Premises is not within the property line of the building or Premises, and if the use of such other portions of the Building, (iv) any filing in connection therewith shall be performed by Landlord’s designated code consultant or expediter and at Tenant’s sole cost and expense (provided that such designated expediter or code consultant shall charge commercially reasonable rates and if Tenant notifies Landlord that in Tenant’s reasonable determination said space shall hereafter expediter’s or code consultant’s rates are not commercially reasonable and the extent of the surcharge, Landlord may still require Tenant to use said expediter or code consultant so long as Landlord pays such surcharge), (v) neither Landlord nor any other tenant of the Building will be prevented adversely affected by such amendment, and (vi) upon the expiration or curtailed earlier termination of the Term, upon request by exercise of any governmental authorityLandlord, the Tenant shall have no claim whatever upon amend the Landlord certificate of occupancy for the loss Premises so that it conforms to the certificate of such space, occupancy for the Premises in effect prior to any change by any abatement of the rent, or otherwise, nor Tenant. Landlord shall the Tenant be relieved from any obligations reasonably cooperate with Tenant’s efforts under this leaseSection 15.2; provided that, and the Landlord's covenant of quiet enjoyment hereinafter containedexcept as set forth above, Landlord shall not be deemed required to apply to expend any sum of money in connection therewith or, if Landlord shall incur any such space. The Landlord makes no representation as to the location of the property line of the building. The expenditures, Tenant shall reimburse the Landlord for the vault charge or taxits actual reasonable out-of-pocket costs and expenses in connection therewith, if any, imposed by the City of New York and provided further that Landlord shall not be obligated to perform any work in respect of any such vault spaceconnection therewith.

Certificate of Occupancy. (a) A true copy of the Certificate of Occupancy of the building is annexed hereto as Exhibit EXHIBIT B. (b) The Tenant shall immediately discontinue any use of the Premises, which may, at any time, be claimed or declared by the City or State of New York or other governmental authority to be in violation of or contrary to the Certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, to the contrary, if any vault space forms a part of the Premises, or adjoins the same, or any part or portion of the Premises is not within the property line of the building or Premises, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault space.

Certificate of Occupancy. (a) A true copy Tenant shall not at any time use or occupy the Premises in violation of the Certificate certificate of Occupancy occupancy at such time issued for the Premises or for the Building and in the event that any department of the building is annexed hereto as Exhibit B. (b) The Tenant shall immediately discontinue any use of the Premises, which may, at any time, be claimed or declared by the City or State of New York shall hereafter contend or declare by notice, violation, order or in any other governmental authority manner whatsoever that the Premises are used for a purpose which is a violation of such certificate of occupancy, Tenant shall, upon five (5) Business Days’ written notice from Landlord or any Governmental Authority, immediately discontinue such use of the Premises. A certificate of occupancy with respect to the Premises will be in violation force upon the Commencement Date; provided, however, neither such certificate, nor any provision of this Lease, nor any act or contrary omission of Landlord, shall be deemed to constitute a representation or warranty that the Premises, or any part thereof, lawfully may be used or occupied for any particular purpose or in any particular manner in contradiction to mere “office” use. A copy of the certificate of occupancy affecting the Premises as of the date hereof is attached hereto as Exhibit “C” (the “Certificate of Occupancy”). Landlord shall not amend or modify the Certificate of Occupancy in any manner that materially impacts Tenant’s use of the buildingPremises (unless so required by any applicable Requirement), or by reason of which any attempt may be made to penalize and the Landlord or require the Landlord to secure any Certificate of Occupancy other than shall at all times during the one, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, to the contrary, if any vault space forms a part of the Premises, or adjoins the same, or any part or portion of the Premises is not within the property line of the building or Premises, and if Term permit the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes no representation Premises as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault space“offices.”

Certificate of Occupancy. Tenant shall not at any time use or occupy the Premises in violation of any certificate of occupancy at such time issued for the Premises or for the Building and in the event that any Governmental Authority shall hereafter contend or declare by notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose which is a violation of such certificate of occupancy, Tenant, upon five (a5) A true copy of the Certificate of Occupancy of the building is annexed hereto as Exhibit B. (b) The Tenant Business Days' written notice from Landlord or any Governmental Authority, shall immediately discontinue any such use of the Premises, which may, at any time, be claimed . Tenant shall obtain a temporary or declared by permanent certificate of occupancy covering the City or State of New York or other governmental authority Premises permitting the Premises to be used as "offices" and such temporary or permanent certificate of occupancy will be in violation of force upon the date upon which Tenant shall occupy all or contrary to the Certificate of Occupancy any portion of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued Premises for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein containedconduct of business, provided, however, neither such certificate, nor any provision of this Lease, nor any act or shown on any sketchomission of Landlord, plan shall be deemed to constitute a representation or schedule hereto attached, to the contrary, if any vault space forms a part of warranty that the Premises, or adjoins the same, or any part thereof, lawfully may be used or portion occupied for any particular purpose or in any particular manner, in contradistinction to mere "office" use. Landlord covenants that, on the date Tenant shall apply for any building permit or said temporary or permanent certificate of the Premises occupancy, Landlord shall not have taken any action or failed to comply with any Requirements (other than those with which Tenant is not within the property line required to comply under this Lease) which would prevent Tenant from obtaining said temporary or permanent certificate of the building or Premisesoccupancy, and if the use of the said space shall hereafter be prevented Landlord has taken any such actions or curtailed by exercise of any governmental authorityfailed to so comply, the Tenant Rent Commencement Date shall have no claim whatever upon the Landlord be deferred on a day for day basis for the loss first thirty (30) days that Tenant is so prevented from obtaining any building permit or said temporary or permanent certificate of occupancy and two (2) days for each day after such space, by any abatement of the rent, or otherwise, nor shall the thirty (30) day period that Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault spaceis so prevented.

Certificate of Occupancy. Section 15.1 Tenant hereby acknowledges that the existing certificate of occupancy in effect as of the date hereof (athe "Existing Certificate of Occupancy") A true copy permits the use of the Premises as an "Employees Dining Room" and a "Kitchen". Tenant agrees that, except as expressly set forth herein, Tenant shall have the sole responsibility for obtaining the Certificate of Occupancy Amendment (as hereinafter defined), and further agrees that Landlord has made no representations or warranties as to whether such Certificate of Occupancy Amendment is obtainable. Tenant agrees that within a reasonable period after the building is annexed hereto date hereof it shall submit plans and specifications to the New York City Department of Buildings (the "Buildings Department") showing a buildout for occupancy as Exhibit B. "offices" and in connection therewith shall promptly thereafter make application to the Buildings Department for either (bi) The Tenant shall immediately discontinue any an "ALT-1" or "alteration type one" approval or (ii) a "letter of no objection" or similar letter approving the change in the current permitted use of the PremisesPremises to a permitted use as "office" (the "Changed Use Approval") and shall comply with all reasonable requests and conditions imposed by the Buildings Department in connection therewith. Tenant covenants to diligently prosecute any such application for a Changed Use Approval. In the event that Tenant is unable to obtain the Changed Use Approval by May 17, 2000, then Landlord may, but shall not be obligated to, make such further application for a Changed Use Approval as it deems necessary and Tenant shall cooperate with Landlord with respect thereto. If neither Tenant nor Landlord has been successful in obtaining a Changed Use Approval by July 17, 2000, then Tenant may terminate this Lease by delivering notice to Landlord to that effect by July 24, 2000, which maynotice shall be delivered together with a check in the aggregate amount of (i) the Tenant Fund plus (ii) the Facilities Improvement Fund previously advanced or disbursed to Tenant or Tenant's contractors, subcontractors or materialmen pursuant to Sections 3.6 and 3.7 hereof, respectively. If such Changed Use Approval shall be obtained or if Tenant shall not terminate this Lease in a timely manner as aforesaid, Tenant further agrees that it shall, after completion of the Initial Alterations and at any timeits sole cost and expense, obtain an amendment to the Existing Certificate of Occupancy, a temporary certificate of occupancy or a new permanent certificate of occupancy with respect to the Premises permitting the use of the Premises as office (collectively, the "Certificate of Occupancy Amendment"). If Tenant shall be claimed or declared by the City or State of New York or other governmental authority unable to be in violation of or contrary to obtain the Certificate of Occupancy Amendment by the date which is the earlier of (i) 60 days after completion of the buildingInitial Alterations or (ii) March 1, or by reason of which any attempt may be made 2001, then Landlord may, at Landlord's option, notify Tenant that Landlord, at Tenant's expense, shall seek to penalize obtain the Landlord or require the Landlord to secure any Certificate of Occupancy other than Amendment, in which case Tenant shall cease seeking to obtain the oneCertificate of Occupancy Amendment and shall cooperate with Landlord in respect thereto. If neither Tenant nor Landlord shall obtain the Certificate of Occupancy Amendment as aforesaid by the date which is the earlier of (i) 180 days after the completion of the Initial Alterations or (ii) July 2, if any2001, now issued for then Tenant may terminate this Lease by delivering notice to Landlord to that effect by July 9, 2001, which notice shall be delivered together with a check in the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein containedaggregate amount of (i) the Tenant Fund plus (ii) the Facilities Improvement Fund previously advanced or disbursed to Tenant or Tenant's contractors, subcontractors or shown on any sketchmaterialmen pursuant to Sections 3.6 and 3.7 hereof, plan or schedule hereto attached, provided that the Initial Alterations shall have been completed in accordance with (i) the plans and specifications submitted by Tenant to the contraryBuildings Department and (ii) all applicable Requirements. If Tenant shall terminate this Lease in a timely manner as aforesaid, if any vault space forms a part this Lease shall terminate as of the Premisesdate of such notice and neither party hereto shall have any further rights or obligations hereunder, or adjoins except those which explicitly survive the sametermination of this Lease. If Tenant shall not terminate this Lease in a timely manner as aforesaid, or any part or portion of the Premises is not within the property line of the building or Premisesthen this Lease shall continue in full force and effect in accordance with its terms, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon further right to terminate this Lease pursuant to this Section 15.1. Landlord shall cooperate with Tenant in all reasonable respects in connection with Tenant's obtaining the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, Changed Use Approval and the Landlord's covenant Certificate of quiet enjoyment hereinafter containedOccupancy Amendment; provided however, that Landlord shall not in any way assume or be deemed to apply to have assumed any such space. The Landlord makes no representation as to the location of the property line of the building. The responsibility or liability therefore, and if Tenant shall reimburse be unable to obtain such Changed Use Approval or such Certificate of Occupancy Amendment, such inability shall not affect the validity of this Lease, give rise to a right of damages, or give rise to a right of rescission on the part of Tenant, except as explicitly set forth above. Tenant agrees that it shall retain a Person designated by Landlord for to serve as the vault charge or taxexpediter in connection with filing and obtaining all submissions, if anyapplications, imposed by approvals, work permits, temporary certificates of occupancy, the City Changed Use Approval and the Certificate of New York Occupancy Amendment contemplated in respect of any such vault spacethis Section 15.1.

Certificate of Occupancy. Section 17.1. Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy at such time issued for the Premises or for the Building (a) A true copy the “Certificate of Occupancy”). Without limiting the generality of the foregoing, Tenant shall be entitled to use the Premises to accommodate a proportionate share of the total number of persons permitted by the Certificate of Occupancy to occupy the floor of the building Building on which the Premises is annexed hereto as Exhibit B. located, based upon the ratio that the RSF of the Premises bears to the total number of RSF on such floor of the Building. In the event that any Government Authority hereafter contends or declares by notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose that is a violation of such Certificate of Occupancy, Tenant shall, upon three (b3) The Tenant shall Business Days written notice from Landlord or any Government Authority, immediately discontinue any such use of the Premises; provided, which mayhowever, that nothing herein shall prevent Tenant from contesting such violation pursuant to and in accordance with the provisions of Section 9.5. Landlord shall, at any timeLandlord’s cost, be claimed or declared use all commercially reasonable efforts to amend the Certificate of Occupancy as needed to allow for Terrace use (including, without limitation, endeavoring to obtain a Public Assembly Permit to permit occupancy of the Terrace by more than 74 persons to the extent permitted by the City or State of New York or other governmental authority available roof area) and, if necessary and Tenant reinforces the floors in accordance with this Lease, increased floor loads in connection with Landlord’s Initial Alterations Work, and to be reasonably cooperate with Tenant, at no cost to Landlord and subject to any Tenant Delay and Unavoidable Delay, in violation of or contrary connection with future amendments to the Certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, to the contraryextent necessary and consistent with the terms of this Lease, if any vault space forms a part of the Premisesincluding, or adjoins the samewithout limitation, or any part or portion of the Premises is not within the property line of the building or PremisesArticle 5, Article 16 and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault spaceArticle 41.

Certificate of Occupancy. (a) Tenant will not at any time use or occupy the Premises in violation of the certificate of occupancy then issued for the Building. A true copy of the Certificate current certificate of Occupancy of the building occupancy is annexed attached hereto as Exhibit B. (b) The N. Tenant shall immediately discontinue any use may, at Tenant’s sole cost and expense, from time to time, modify the certificate of occupancy for the Premises, which maysolely to permit a use by Tenant that is permitted under this Article 2 but that is not currently permitted under the existing certificate of occupancy, provided that such modification (i) does not permit uses other than those permitted under Article 2 of this Lease and (ii) does not affect the certificate of occupancy for the Building other than with respect to the Premises. Tenant shall use an expediter for such purpose approved in writing in advance by Landlord and, at Landlord’s option, any time, such modification shall be claimed coordinated with Landlord or declared by any other tenant in the City or State of New York or other governmental authority to be in violation of or contrary Building then seeking an amendment to the Certificate certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued occupancy for the buildingBuilding. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein containedPrior to Tenant’s application to change the certificate of occupancy, or shown on any sketch, plan or schedule hereto attached, to the contrary, if any vault space forms a part of the Premises, or adjoins the same, or any part or portion of the Premises is not within the property line of the building or Premises, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon the Landlord for the loss of such spaceseek Landlord’s consent, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, which consent shall not be deemed unreasonably withheld, conditioned or delayed. Landlord shall, upon request by Tenant and at Tenant’s sole cost and expense, promptly execute and deliver (or cause to apply be executed and delivered) all factually correct and lawful applications and consents required by Legal Requirements to any be filed in order to enable such space. The Landlord makes no representation as amendment to the location certificate of occupancy to be obtained. Subject to the property line terms of this Lease, Landlord agrees to cooperate with Tenant, at Tenant’s sole cost, in amending the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City certificate of New York in respect of any such vault spaceoccupancy as permitted hereunder.

Certificate of Occupancy. (a) A true copy SECTION 15.01. Tenant will not at any time use or occupy, or permit the use or occupancy of the Certificate of Occupancy of the building is annexed hereto as Exhibit B. (b) The Tenant shall immediately discontinue any use of the Premises, which may, at any time, be claimed or declared by the City or State of New York or other governmental authority to be Demised Premises in violation of or contrary to the Certificate any Certificate(s) of Occupancy of covering the building, Demised Premises. Owner agrees that a temporary or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate permanent Certificate(s) of Occupancy covering the Demised Premises will be in force on the Commencement Date permitting the Demised Premises to be used as "offices". Owner agrees not to change the Certificate(s) of Occupancy covering the Demised Premises to prevent their use as offices in accordance with the provisions of this Section. However, neither such agreement, nor any other than provision of this Lease, nor any act or omission of Owner, its agents or contractors, shall be deemed to constitute a representation or warranty that the one, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, to the contrary, if any vault space forms a part of the Demised Premises, or adjoins the same, or any part thereof, may be lawfully used or occupied for any particular purpose or in any particular manner, in contradistinction to mere "office" use. In the event that during the Demised Term 36 any such Certificate(s) of Occupancy covering the Demised Premises are not in force and effect and (i) the loss of any such Certificate(s) of Occupancy is due to the improper acts, improper omissions or negligence of Tenant or any person claiming through or under Tenant or any of their servants, employees, contractors, agents, visitors or licensees or (ii) Tenant is not required to vacate the Demised Premises or any portion thereof by any action, proceeding or direction of the Premises is not within the property line of the building or Premises, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any applicable governmental authority, then neither Owner nor its agents, nor the Tenant lessor under any ground or underlying lease nor the holder of any mortgage affecting the Building or the Real Property shall have any liability to Tenant by reason of the fact that any such Certificate(s) of Occupancy covering the Demised Premises are not in force and effect and no claim whatever upon the Landlord for the loss of such spacefact shall constitute an actual or constructive eviction, by in whole or in part, or entitle Tenant to any abatement or diminution of the rent, rent or otherwise, nor shall the relieve Tenant be relieved from any of its obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to Lease or impose any such space. The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault spaceliability upon Owner.

Certificate of Occupancy. (a) A true copy Section 20.1. To the best of Landlord's knowledge, attached hereto and made a part hereof as Schedule K is a photocopy of the Certificate existing certificate of Occupancy of occupancy for the building is annexed hereto as Exhibit B. (b) The Building. Tenant shall immediately discontinue any use of the Premises, which may, will not at any time, be claimed time use or declared by occupy the City or State of New York or other governmental authority to be Demised Premises in violation of or contrary to the Certificate certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now occupancy issued for the buildingBuilding. ARTICLE FIFTEEN VAULTS Notwithstanding Tenant may, from time to time, with the prior consent of Landlord, not to be unreasonably withheld or delayed, modify the certificate of occupancy for the Demised Premises provided the same (i) does not permit uses other than those permitted under Article 6 of this Lease, (ii) does not adversely affect the use and occupancy of the Leaseback Space, and (iii) does not result in Landlord having to perform under the Takeback Sublease any additions, alterations or improvements to the Leaseback Space to comply with any Legal Requirement which would not have been applicable if the certificate of occupancy remained unmodified. Landlord shall not do anything herein containedto prevent the issuance of, or shown on any sketchcause the loss or revocation of, plan a certificate of occupancy for the Building permitting the use thereof for office use or schedule hereto attachedthe Retail Space for retail use. If either party's execution alone would not be sufficient to obtain a certificate of occupancy or amendment thereto for which such party may be permitted to obtain or is legally required to obtain, the other party shall, upon request by the party seeking such certificate or amendment thereto, promptly execute and deliver (or cause to be executed and delivered) all factually correct and lawful applications and consents required by Legal Requirements and/or Insurance Requirements to be filed in order to enable such certificate of occupancy or amendments thereto to be obtained, provided the contrary, if any vault space forms a part of party requested to sign the Premises, same thereby incurs no liability or adjoins the same, or any part or portion of the Premises expense which is not within the property line of the building or Premises, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault spacereimbursed.

Certificate of Occupancy. (a) A true copy Section 20.1. To the best of Landlord's knowledge, attached to the Original Lease as Schedule K is a photocopy of the Certificate certificate of Occupancy occupancy for the Building as of February 22, 2001. Pursuant to Section 9.6(e) of the building Original Lease and Section 9.6(e) hereof, Tenant was and is annexed hereto as Exhibit B. (b) The responsible for renewing the temporary certificate of occupancy for the South Building. Tenant shall immediately discontinue any use of the Premises, which may, will not at any time, be claimed time use or declared by occupy the City or State of New York or other governmental authority to be Demised Premises in violation of or contrary to the Certificate certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now occupancy issued for the buildingBuilding. ARTICLE FIFTEEN VAULTS Notwithstanding Tenant may, from time to time, with the prior consent of Landlord, not to be unreasonably withheld or delayed, modify the certificate of occupancy for the Demised Premises provided the same (i) does not permit uses other than those permitted under Article 6 of this Lease, (ii) does not adversely affect the use and occupancy of the balance of the Building, and (iii) does not result in Landlord having to perform any additions, alterations or improvements to the balance of the Building to comply with any Legal Requirement which would not have been applicable if the certificate of occupancy remained unmodified. Landlord shall not do anything herein containedto prevent the issuance of, or shown on any sketchcause the loss or revocation of, plan a certificate of occupancy for the Building permitting the use thereof for office use or schedule hereto attachedthe Retail Space for retail use. Landlord shall not amend the certificate of occupancy for the Tower to change the use thereof. If either party's execution alone would not be sufficient to obtain a certificate of occupancy or amendment thereto for which such party may be permitted to obtain or is legally required to obtain, the other party shall, upon request by the party seeking such certificate or amendment thereto, promptly execute and deliver (or cause to be executed and delivered) all factually correct and lawful applications and consents required by Legal Requirements and/or Insurance Requirements to be filed in order to enable such certificate of occupancy or amendments thereto to be obtained, provided the contrary, if any vault space forms a part of party requested to sign the Premises, same thereby incurs no liability or adjoins the same, or any part or portion of the Premises expense which is not within the property line of the building or Premises, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault spacereimbursed.

Certificate of Occupancy. (a) A true copy of the Certificate of Occupancy of the building is annexed hereto as Exhibit B. (b) The Section 15.1 Tenant shall immediately discontinue not be obligated to obtain any certificate of occupancy or amendment to the existing certificate of occupancy in order to use the Premises as provided in Section 2.1, provided, however, that Tenant shall obtain and maintain any amendment to the certificate of occupancy covering the Premises which is required as a result of any Alterations or Tenant’s particular manner of use of the Premises, which may, . Tenant shall not at any time, be claimed time use or declared by occupy the City or State of New York or other governmental authority to be Premises in violation of the certificate of occupancy for the Building and in the event that any Governmental Authority shall hereafter contend or contrary to declare by notice, violation, order or in any other manner whatsoever that the Certificate Premises are used for a purpose in violation of Occupancy such certificate of occupancy, Tenant shall, upon five (5) Business Days notice from Landlord or any Governmental Authority, immediately discontinue such use of the buildingPremises. No certificate of occupancy shall be deemed to constitute a representation or warranty by Landlord that the Premises, or any part thereof, lawfully may be used or occupied for any particular purpose or in any particular manner, including that the zoning of the Building and/or the Premises permits Tenant’s intended use of the Premises. Section 15.2 Tenant, at Xxxxxx’s sole cost and expense and after notice to Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, any notice, violation, order or other communication by a Governmental Authority that the Premises is being used in violation of any certificate of occupancy, provided, that (i) Landlord (or any Indemnitee) shall not be subject to prosecution for a crime, nor shall the Real Property or any part thereof be subject to being condemned or vacated, nor shall any certificate of occupancy for the Premises or the Building be suspended or in material risk of suspension by reason of noncompliance or by reason of which such contest, (ii) before the commencement of such contest, if Landlord or any attempt Indemnitee may be made subject to penalize the any civil fines or penalties or if Landlord or require the Landlord may be liable to secure any Certificate independent third party as a result of Occupancy other than the one, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein containedsuch noncompliance, or shown on any sketchthe Estimated Compliance Costs, plan or schedule hereto attachedas reasonably estimated by Landlord, to the contraryexceed Five Hundred Thousand and 00/100 ($500,000.00) Dollars, if any vault space forms a part of the Premises, or adjoins the same, or any part or portion of the Premises is not within the property line of the building or Premises, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the then unless Tenant shall have no claim whatever met the Financial Requirements, Tenant shall furnish to Landlord either (x) a bond of a surety company satisfactory to Landlord in its reasonable discretion, in form and substance reasonably satisfactory to Landlord, and in an amount at least equal to one hundred fifty percent (150%) of the sum of (A) the cost of such compliance, (B) the civil penalties or fines that may accrue by reason of such noncompliance (as reasonably estimated by Landlord) and (C) the amount of such liability to independent third parties ((A), (B) and (C) being referred to herein collectively as “Estimated Compliance Costs”) and shall indemnify Landlord (and any Indemnitee) against the cost of such compliance and liability resulting from or incurred in connection with such contest or noncompliance or (y) if requested by Tenant, other security satisfactory in all respects to Landlord, (iii) such noncompliance or contest shall not constitute or result in Landlord being in default (or being subject to default either with the giving of notice or the passage of time or both) of the terms of any Mortgage or Superior Lease, or if such Mortgage or Superior Lease shall condition such noncompliance or contest upon the Landlord for taking of action or furnishing of security by Landlord, such action shall be taken or such security shall be furnished at the loss expense of Tenant, (iv) such spacenoncompliance or contest, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the in Landlord's covenant of quiet enjoyment hereinafter contained’s reasonable judgment, shall not be deemed to apply to any such space. The otherwise adversely affect the Building or the Premises or the character or reputation of the Building or Landlord, (v) Tenant shall keep Landlord makes no representation regularly advised as to the location status of such proceedings and (vi) such noncompliance or contest shall not result in any notes or notices of violation being issued against the property line Building or Real Property by the Department of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by Buildings of the City of New York in respect of or any such vault spaceother Governmental Authority.

Certificate of Occupancy. If the Contractor is required to obtain a Cettificate of Occupancy, the original shall be forwarded to CESCR. I hereby agree with the terms and conditions set forth above in the Building Work Rules & Regulations: CONTRACTOR: CXXXXXX X. XXXXX COMMERCIAL REALTY: (asignature) A true copy (signature) (title) (title) (date) (date) OWNER: GENERAL CONTRACTOR: PROJECT NAME: The undersigned, in consideration of the Certificate sum of Occupancy $ , hereby waives and releases its lien and right to claim a lien for labor, services, or materials furnished through (date of this waiver) to on the job of (Owner) to the following property: (Name and Address of Project). This waiver and release does not cover any retention or labor, services or materials furnished after the date specified. Any and all contractors, subcontractors, laborers, suppliers and material men that have provided labor, materials of services to the undersigned for use or incorporation into the construction of the building is annexed hereto as Exhibit B. (b) The Tenant shall immediately discontinue improvements or alterations to the Building or Demised Premises have been paid and satisfied in full, and there are no outstanding claims of any use nature arising out of, or related to, the undersigned’s activities on, or improvements to, the Building or Demised Premises. This Waiver and Release of Lien constitutes a representation by the undersigned signatory, for and on behalf of the Premisesfirm or company listed below, which maythat the payment referenced above, at any timeonce received, be claimed constitutes full and complete payment for all work performed, and all costs or declared by the City or State of New York or other governmental authority to be in violation of or contrary expenses incurred (including, but not limited to, costs for supervision, field office overhead, home office overhead, interest on capital, profit, and general conditions costs) relative to the Certificate of Occupancy work or improvements in the Building or Demised Premises as of the buildingdate of this Waiver and Release of Lien, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued except for the buildingpayment of retainage. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein containedThe undersigned hereby specifically waives, quitclaims and releases any claim for damages due to delay, hindrance, interference, acceleration, inefficiencies or shown on any sketch, plan or schedule hereto attached, to the contrary, if any vault space forms a part of the Premises, or adjoins the sameextra work, or any part other claim of any kind it may have against the Owner, the Owner’s lender, any tenant of Owner, the General Contractor (if this Waiver and Release of Lien is signed by a subcontractor or portion supplier), or any other person or entity with a legal or equitable interest in the Building or Demised Premises, as of the Premises date of this Waiver and Release of Lien, except as Follows: This Waiver and Release of Lien is not within specifically made for the property line benefit of the building Owner and the Owner’s lender, any tenant and lender of any tenant, and any other person or entity with a legal or equitable interest in the Building or Demised Premises, The amount of money set forth as due and if owing in the use immediately preceding Waiver and Release of Lien dated , 20 , has been received, and is deemed paid in full. In Witness Whereof, the undersigned signatory, acting for and on behalf of the said space shall hereafter be prevented firm or curtailed by exercise company listed below and all of any governmental authorityits laborers, the Tenant shall have no claim whatever upon the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this leasesubcontractors, and the Landlord's covenant suppliers, has placed his hand and seal this day of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space20 . The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault space.Contractor/Subcontractor:

Certificate of Occupancy. (a) A true copy of the Certificate of Occupancy of the building is annexed hereto as Exhibit B. (b) The Section 15.01. Tenant shall immediately discontinue any use of the Premises, which may, will not at any timetime use or occupy, be claimed or declared by permit the City use or State of New York or other governmental authority to be occupancy of, the Demised Premises in violation of any Certificate(s) of Occupancy covering the Demised Premises. Owner agrees that a temporary or contrary permanent Certificate(s) of Occupancy covering the Demised Premises will be in force on the Commencement Date permitting the Demised Premises, except for any ground floor retail space, second floor space and basement space which may be added to the Certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attachedDemised Premises, to be used as "offices", and if Tenant so adds such space, permitting any such ground floor retail space second floor space, to be used for retail use, and permitting the contraryThird Floor Space to be used for retail, if office and/or broadcasting studio use and permitting the basement space to be used for storage. However, neither such agreement, nor any vault space forms other provision of this Lease, nor any act or omission of Owner, its agents or contractors, shall be deemed to constitute a part of representation or warranty that the Demised Premises, or adjoins the same, or any part thereof, may be lawfully used or portion occupied for any particular purpose or in any particular manner, in contradistinction to mere "office" use with respect to all portions of the Demised Premises is not within the property line of the building or Premises(other than such ground floor retail space, second floor space, Third Floor Space and basement space) and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon the Landlord for the loss of adds such space, mere use for retail use for such ground floor retail space, and second floor space, and mere use for retail use, office use and/or use as a broadcasting studio for the Third Floor Space, and mere use for "storage" for such basement space. Section 15.02. Owner agrees that if Tenant requires any amendments to the Certificate(s) of Occupancy covering the Demised Premises in order to use the Demised Premises for the purposes permitted by this Lease, Owner, at Tenant's sole cost and expense, shall use reasonable efforts, in good faith, to obtain any abatement such amendments, provided that Tenant shall, at Tenant's sole cost and expense, cooperate with Owner in connection with obtaining such amendments. Failure of Owner to so obtain such amendments shall not affect the rent, or otherwise, validity of this Lease nor shall the release Tenant be relieved from any of its obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to Lease or impose any such space. The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed liability upon Owner by the City of New York in respect of any such vault spacereason thereof.

Certificate of Occupancy. (a) A true copy 15.1. Tenant shall not at any time use or occupy the Demised Premises in violation of the Certificate certificates of Occupancy occupancy issued for the Building or the Demised Premises and in the event that any department of the building City or County in which the Building is annexed hereto as Exhibit B. located, or the State of California shall hereafter at any time contend or declare that the Demised Premises are used for a purpose which is in violation of such certificate or certificates of occupancy, Tenant shall, upon five (b5) The Tenant shall day's notice from Landlord or any governmental agency immediately discontinue any such use of the Demised Premises. Failure by Tenant to discontinue such use after such notice shall be considered a default under this Lease and Landlord shall have the right to terminate this Lease immediately, which may, at and in addition thereto shall have the right to exercise any time, be claimed or declared and all rights and privileges and remedies given to Landlord by and pursuant to the City or State provisions of New York or other governmental authority Article 18 hereof. The statement in this Lease of the nature of the business to be conducted by Tenant in violation of or contrary to the Certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, to the contrary, if any vault space forms a part of the Premises, or adjoins the same, or any part or portion of the Demised Premises is not within the property line of the building or Premises, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the Tenant shall have no claim whatever upon the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed or construed to apply constitute a representation or guaranty by Landlord that such business is lawful or permissible or will continue to be lawful or permissible under any certificate of occupancy issued for the Building, or otherwise permitted by law. LIFE-SAFETY SYSTEMS 16.1. If there now is or shall be installed in the Building a sprinkler system, heat or smoke detection system or any other so-called life-safety system and any such system or any of its appliances shall be damaged or injured or not in proper working order by reason of any act or omission of Tenant, Tenant's agents, servants, employees, contractors, visitors or licensees, Tenant shall forthwith restore the same to good working condition; and if any bureau, department or official of the state, county or city government, of any governmental authority having jurisdiction, requires or recommends that any changes, modifications, alterations, or additional equipment be made or supplied in or to any such space. The Landlord makes no representation as to system by reason of Tenant's business, or the location of the property line partitions, trade fixtures, or other contents of the building. The Tenant shall reimburse Demised Premises, or if any such changes, modifications, alterations or additional equipment become necessary to prevent the Landlord imposition of a penalty or charge against the full allowance for any such system in the vault charge or tax, if any, imposed insurance rate as fixed by the City of New York in respect of applicable state authority, or by any insurance company, Tenant shall, at Tenant's expense, promptly make and supply such vault spacechanges, modifications, alterations or additional equipment.

Certificate of Occupancy. (a) A true copy COMPLIANCE WITH LAWS Landlord agrees to deliver to the Department of the Citywide Administrative Services a Certificate of Occupancy or other sufficient indicia of the building is annexed hereto as Exhibit B. (b) The Tenant shall immediately discontinue any legality for use of the premises for office purposes, and same shall be a prerequisite to the official assumption of occupancy by Tenant. At its own expense, Landlord agrees to obtain all permits necessary to legalize the Demised Premises, the alterations and improvements specified herein and to comply with all requirements, rules, laws, regulations and orders of Federal, State and local authorities and of any board of fire underwriters having jurisdiction over the Demised Premises or the real property of which maythey form a part, at any timeincluding, be claimed without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. ("ADA") during the term hereof or declared by the City or State of New York or other governmental authority to be in violation of or contrary renewal term, if any. With respect to the Certificate of Occupancy of ADA and regulations promulgated pursuant thereto, Landlord shall comply with and perform the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the oneLandlord's obligations, if any, now issued for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, as a public accommodation pursuant to the contrary, if any vault space forms a part Title III of the ADA. Landlord shall remove all violations which may be placed against the Demised Premises, including but not limited to Building Code and Fire Code violations, except those violations caused by Tenant's breach of the terms of this Lease. In the event Landlord fails to comply with any of the provisions of this Article, Tenant, in addition to any other remedy it may have, after notice to Landlord and Landlord’s failure thereafter to diligently proceed to comply, (i) may, as agent of Landlord, perform the same and deduct the reasonable cost thereof from any rent due or adjoins that may become due and payable under this Lease or, (ii) may withhold an amount of rent equal to 133% of the samereasonable cost of performing same as reasonably determined by Tenant until Landlord shall have performed same to Tenant’s reasonable satisfaction, or at which time any part or amounts so withheld shall be promptly paid to Landlord. Furthermore, in the event Tenant provides a second notice to Landlord of Landlord’s default under this Article and Landlord thereafter fails to commence compliance and thereafter diligently continue compliance with any of the provisions of this Article within fifteen (15) days following receipt of the second notice, and as a result of Landlord’s failure, (a) one third (1/3) of the Demised Premises is rendered unusable for business purposes and (b) Tenant vacates said portion of the Premises is not within the property line of the building or Demised Premises, and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authority, the then Tenant shall have no claim whatever upon the Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under may terminate this lease, and the Lease on twenty (20) days written notice to Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes no representation as to the location of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault space.

Certificate of Occupancy. Notwithstanding anything to the contrary in the Lease, (a) A true copy the terms “Substantial Completion” and “Substantially Complete” as each applies to Landlord’s Work (i.e., the Expansion Premises Delivery Requirements) with respect to the Initial 440 Expansion Premises shall not include the obligation of Landlord to obtain or receive a certificate of occupancy or temporary certificate of occupancy (regardless of whether a certificate of occupancy or temporary certificate of occupancy is required for occupancy of the Certificate of Occupancy of the building is annexed hereto as Exhibit B. Initial 440 Expansion Premises) and (b) Tenant shall be responsible for coordinating the obtaining of any certificate of occupancy for the Initial 440 Expansion Premises required by Applicable Laws or any Governmental Authority. Landlord shall reasonably cooperate with Tenant to permit the obtaining of any certificate of occupancy for the Initial 440 Expansion Premises required by Applicable Laws or any Governmental Authority; provided that, Landlord shall not be responsible for any out-of-pocket costs with respect to items for which Landlord is not otherwise allocated responsibility under the Lease. Notwithstanding anything to the contrary in the Lease, Landlord shall not be required to construct a new canopy at the shared entrance between the 430 Building and the 440 Building (the “Canopy”) unless and until Landlord has received (prior to the Canopy Notice Deadline, as defined below) written request therefor (the “Canopy Notice”) indicating that Tenant desires that Landlord construct the Canopy. In the event Landlord timely receives the Canopy Notice, the construction of the Canopy shall constitute Landlord’s Work and will be subject to the requirements for Landlord’s Work as set forth in the Lease (except as otherwise set forth herein), but excluding the provisions for Rent Commencement Deferral Days and Tenant’s termination right set forth in Section 5.1 of the Lease. Landlord shall use commercially reasonable efforts to construct the Canopy within seven (7) months after Landlord’s timely receipt of the Canopy Notice, subject to extension on a day-for-day basis as a result of any Force Majeure and any Tenant Delay. Notwithstanding anything to the contrary in the Lease, (y) in no event shall Substantial Completion of the Canopy work be included as a factor that determines (i) Substantial Completion of Landlord’s Work or the Expansion Premises Delivery Requirements, (ii) the Term Commencement Date or (iii) the Expansion Rent Commencement Date, in each case for any portion of the 440 Expansion Premises (including, the Initial 440 Expansion Premises) and (z) in the event the Canopy work is not Substantially Complete within such seven (7) month period for any reason, (i) the Lease shall not be void or voidable and (ii) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If Landlord does not receive the Canopy Notice by June 15, 2015 (the “Canopy Notice Deadline”), Landlord shall thereafter have no obligation to construct the Canopy and any and all prior obligations to construct the Canopy (whether set forth in this letter agreement, Exhibit N to the Lease or otherwise) shall be null and void and of no further force or effect. In no event shall Tenant’s failure to deliver the Canopy Notice prior to the Canopy Notice Deadline entitle Tenant to a credit against Rent payable under the Lease. The Tenant Installations (as defined below) shall immediately discontinue any use be performed by Tenant as part of the Premises, which mayExpansion Premises Tenant Improvements for the Initial 440 Expansion Premises and shall be subject to the applicable terms of the Lease and the Work Letter. Tenant, at any timeits sole cost and expense (except for Landlord’s payment of the 440-02 MEP Allowance (as defined below) pursuant to the terms of this letter agreement and the Lease), be claimed or declared by the City or State of New York or other governmental authority will provide and install (a) branch ductwork; a VAV system with reheat, reheat control valves, reheat circuit setters and strainer assemblies; horizontal reheat supply and return piping and VAV controls (with such VAV controls to be Xxxxxxx Controls equipment installed as an extension of the existing Xxxxxxx Controls system), (b) all electrical power, wiring and lighting, (c) plumbing piping; drains; vents and fixtures and (d) a hydronic fire sprinkler system and fire alarm system (which shall be an extension of the existing building systems), in violation all cases (as set forth in (a) – (d) above) to serve the Initial 440 Expansion Premises (all work necessary to complete items (a) – (d) above, the “Tenant Installations”). Within sixty (60) days after Tenant’s completion of or contrary the Tenant Installations, Tenant shall provide Landlord with (w) an inventory of all equipment included in the Tenant Installations, (x) an air and water balance report of the Initial 440 Expansion Premises demonstrating proper balancing, (y) a commissioning report prepared by a licensed, qualified commissioning agent and (z) an as-built/turnover package (which shall include assignment by Tenant to Landlord of all warranties with respect to the Certificate of Occupancy Tenant Installations), in each case (x) – (z) with respect to all equipment included in the Tenant Installations. All existing (as of the buildingdate of this letter agreement) MEP systems and equipment located in the 440 Building between the (y) air handler units serving the Initial 440 Expansion Premises and (z) Initial 440 Expansion Premises (the “Existing MEP Systems”) are available for connection or re-use by Tenant, however the condition of the Existing MEP Systems is unknown and Landlord makes no representation or by reason warranty with respect to the condition of which the Existing MEP Systems. Landlord shall have no obligation to deliver the Existing MEP Systems in good working condition or order, however, Landlord shall not remove any attempt may be made Existing MEP Systems prior to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued Term Commencement Date for the buildingInitial 440 Expansion Premises. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein containedLandlord shall reasonably cooperate with Tenant in good faith to permit Tenant to perform the Tenant Installations, or shown on any sketch, plan or schedule hereto attached, including providing Tenant with access to portions of the 440 Building outside of the Initial 440 Expansion Premises as necessary for the completion of the Tenant Installations. Tenant shall cause the Tenant Installations to be performed at a cost to Landlord not to exceed One Hundred Fifty Thousand Dollars ($150,000) (the “440-02 MEP Allowance”) in the aggregate. The 440-02 MEP Allowance shall be in addition to the contraryExpansion TI Allowance for the Initial 440 Expansion Premises (i.e., if any vault space forms Fifty Dollars ($50) per square foot of Rentable Area of the Initial 440 Expansion Premises), but shall be deemed to be a part of the Premises, or adjoins Expansion TI Allowance and subject to the same, or any part or portion terms and conditions of the Premises is not within Lease and the property line of Work Letter applicable to the building or PremisesExpansion TI Allowance (including the Disbursement Conditions); provided, and if the however, that (a) Tenant’s use of the said space 440-02 MEP Allowance shall hereafter not increase Basic Annual Rent as provided in Section 6.1(a) of the Lease, (b) the 440-02 MEP Allowance may be prevented or curtailed applied by exercise of any governmental authority, Tenant only toward permitted costs and expenses relating to the Tenant Installations and (c) up to twenty-five percent (25%) of the 440-02 MEP Allowance may be held by Landlord as Retainage until Tenant’s final completion of all of the Tenant Installations, satisfaction (in Landlord’s reasonable discretion) of the requirements set forth in clauses (w) – (z) of the immediately preceding grammatical paragraph and Landlord’s receipt of final lien waivers with respect to the Tenant Installations in form and substance reasonably acceptable to Landlord. For purposes of clarity, Tenant shall have no claim whatever upon the Landlord be solely responsible for the loss of such space, by any abatement cost of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes no representation as Installations to the location extent such cost is in excess of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by the City of New York in respect of any such vault space440-02 MEP Allowance.

Certificate of Occupancy. (a) A true copy In the event Tenant's use of a portion of the Certificate premises for garment and piece goods storage and modification or showrooms requires an amendment to the certificate of Occupancy occupancy for the Building under applicable Requirements, Tenant directly, or through Tenant's architect on behalf of Tenant, shall (i) file with the building is annexed hereto as Exhibit B. (b) The Tenant shall immediately discontinue any use of the Premises, which may, at any time, be claimed or declared by the City or State of New York or other governmental authority to be in violation City Department of or contrary to the Certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy other than the one, if any, now issued Buildings plans for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, Alterations and an application to amend the contrary, if any vault space forms certificate of occupancy for the Building to permit a part of the Premises, or adjoins the same, or any part or portion of the Premises is not within to be used for garment and piece goods storage and modification and showrooms and (ii) retain the property line of the building or PremisesBuilding expediter, Cole-Gillman Associates, PC, Brookridge Consulting Services, Inc. ox xxxx xxxxx expediter selected by Tenant and if the use of the said space shall hereafter be prevented or curtailed by exercise of any governmental authorityreasonably satisfactory to Landlord, the in connection with such application. Tenant shall have no claim whatever upon the acknowledges that Landlord for the loss of such space, by any abatement of the rent, or otherwise, nor shall the Tenant be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed to apply to any such space. The Landlord makes has made no representation as or warranty express or implied, that such amendment to the location certificate of the property line of the building. The Tenant shall reimburse the Landlord for the vault charge or tax, if any, imposed by occupancy can be obtained from the City of New York and that any advice or services provided to Tenant by Cole-Gillman Associates, PC, Brookridge Consulting Services, Inc. ox xxxx xxxxx expediter shall be provided as Tenant's agent and not on behalf of Landlord. Landlord shall, at Tenant's sole cost and expense, cooperate with Tenant in all reasonable respects in connection with obtaining such amended certificate of occupancy. Tenant shall reimburse Landlord for all out-of-pocket costs in connection with such application or cooperation from time to time after demand therefor. Tenant shall design and construct any Alterations required in order to obtain such amendment to the certificate of occupancy at Tenant's sole cost and expense, and in accordance with the provisions of Article 5 hereof. Except as otherwise expressly set forth in this Section 3.3, Landlord shall have no obligation or liability with respect to any amendment to the Building certificate of any such vault spaceoccupancy required to permit Tenant's use of a portion of the Premises for light manufacturing and garment and piece goods storage and showrooms.

Certificate of Occupancy. (a) A true copy 12.01. Tenant will not at any time use or occupy the demised premises in violation of the Certificate certificate of Occupancy occupancy issued for the Building. In the event that Tenant’s proposed occupancy of the building is annexed hereto demised premises would exceed the density permitted by the certificate of occupancy, as Exhibit B. a condition precedent for Tenant to achieve and maintain such higher level of occupancy, Tenant must, at Tenant’s expense, proceed to attempt to cause the certificate of occupancy for the Building to be amended solely with respect to the density issue, failing which, Tenant may only maintain an occupancy level as permitted by the certificate of occupancy. In the event Tenant elects to seek to cause the certificate of occupancy to be amended with respect to the density level, Landlord shall reasonably cooperate in connection therewith, expressly provided (bi) The all costs incurred in connection therewith are borne by Tenant; (ii) Tenant shall immediately discontinue any retains Landlord’s then current Building “expediter” to assist in effecting the amendment, provided that the rates charged by such expediter are commercially reasonable, and (iii) Tenant keeps Landlord regularly advised in writing as to the status of such proceedings. Additionally, should Tenant’s Alterations or Tenant’s use of the Premises, which may, at any time, be claimed or declared by the City or State of New York or other governmental authority to be in violation of or contrary to the Certificate of Occupancy of the building, or by reason of which any attempt may be made to penalize the Landlord or require the Landlord to secure any Certificate of Occupancy demised premises for other than trading, investment, banking, the onegeneral operation of a securities business, if anyconference center, now issued general, executive and administrative offices require any modification or amendment of any certificate of occupancy for the building. ARTICLE FIFTEEN VAULTS Notwithstanding anything herein contained, or shown on any sketch, plan or schedule hereto attached, to the contrary, if any vault space forms a part of the Premises, or adjoins the same, or any part or portion of the Premises is Building, at Landlord’s option, either Landlord (at Tenant’s expense) or Tenant (at Tenant’s expense) shall take all actions reasonably required in order to procure any such modification or amendment. In any event, Landlord shall reasonably cooperate with Tenant and shall sign such certificates and applications as shall be reasonably requested by Tenant; provided that Landlord incurs no additional obligations or liability as a result of signing such certificates or applications. Any reasonable, out-of-pocket costs and expenses incurred by Landlord in connection with the foregoing cooperation shall be deemed additional rent and Tenant shall promptly reimburse Landlord for the same within thirty (30) days after demand therefor by Landlord. The foregoing provisions are not within the property line of the building intended to be deemed Landlord’s consent to any Tenant Alterations or Premises, and if the to a use of the said space shall hereafter be prevented demised premises not otherwise permitted hereunder nor to require Landlord to effect such modifications or curtailed by exercise amendments of any governmental authority, the Tenant certificate of occupancy. 12.02. Landlord shall have no claim whatever upon the Landlord for the loss of such space, by not take any abatement of the rent, or otherwiseaction, nor shall the Tenant Landlord permit any action to be relieved from any obligations under this lease, and the Landlord's covenant of quiet enjoyment hereinafter contained, shall not be deemed taken unless mandated by a governmental authority (i) to apply to any such space. The Landlord makes no representation as cause a modification to the location certificate of occupancy that would preclude Tenant’s use of the property line of the building. The Tenant shall reimburse the Landlord demised premises for the vault charge purposes permitted under Article 2 of this Lease or tax(ii) that would reduce the number of occupants permitted in the demised premises under the certificate of occupancy or (iii) that would preclude Tenant from filing an application, if anynecessary, imposed by with the City of New York in respect Department of Buildings (the “DOB”), including any such vault spacechanges required to the certificate of occupancy to permit the use of the demised premises for the uses permitted pursuant to Article 2 of this Lease.