Common use of Certificate of Occupancy Clause in Contracts

Certificate of Occupancy. Section 15.1 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 and in the event that any department of the City or State of New York 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 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 force upon the Commencement Date, provided, however, neither such certificate, nor any provision of this Lease, nor any act or 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. 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 or 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 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall not be required to expend any sum of money in connection therewith or, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall not be obligated to perform any work in connection therewith.

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

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

Certificate of Occupancy. Section 15.1 15.01. Tenant shall will not at any time use or occupy occupy, or permit the use or occupancy of, the Demised Premises in violation of any Certificate(s) of Occupancy covering the certificate of occupancy at such time issued for the Premises or for the Building and in the event that any department of the City or State of New York 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 shall, upon five (5) Business Days’ written notice from Landlord or any Governmental Authority, immediately discontinue such use of the Demised Premises. A certificate Owner agrees that a temporary or permanent Certificate(s) of occupancy with respect to Occupancy covering the Demised Premises in the form attached hereto as Exhibit C will be in force upon on the Commencement DateDate permitting the Demised Premises, providedexcept for any ground floor retail space, howeversecond floor space and basement space which may be added to the Demised 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 Third Floor Space to be used for retail, office and/or broadcasting studio use and permitting the basement space to be used for storage. However, neither such certificateagreement, nor any other provision of this Lease, nor any act or omission of LandlordOwner, its agents or contractors, shall be deemed to constitute a representation or warranty that the Demised Premises, or any part thereof, lawfully may be lawfully used or occupied for any particular purpose or in any particular manner, in contradiction contradistinction to mere “"office” " use with respect to all portions of the Demised Premises (other than such ground floor retail space, second floor space, Third Floor Space and basement space) and if Tenant 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 15.2 15.02. Owner agrees that if Tenant shall have requires any amendments to the rightCertificate(s) of Occupancy covering the Demised Premises in order to use the Demised Premises for the purposes permitted by this Lease, Owner, at its Tenant's sole cost and expense, on prior written notice to Landlord and subject to any pending application(s)shall use reasonable efforts, in good faith, 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 delayedobtain any such amendments, provided that (i) the same is done subject toTenant shall, 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 or 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 '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 expediter’s or code consultant’s rates are not commercially reasonable and the extent of the surchargeexpense, 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts Owner in connection with obtaining such amendments. Failure of Owner to so obtain such amendments shall not affect the validity of this Lease nor release Tenant from any of its obligations under this Section 15.2; provided that, except as set forth above, Landlord shall not be required to expend Lease or impose any sum of money in connection therewith or, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall not be obligated to perform any work in connection therewithliability upon Owner by reason thereof.

Certificate of Occupancy. Section 15.1 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 and in (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 on which the Premises is 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 department of the City Government Authority hereafter contends or State of New York shall hereafter contend or declare declares by notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose which that is a violation of such certificate Certificate of occupancyOccupancy, Tenant shall, upon five three (53) Business Days’ Days written notice from Landlord or any Governmental Government 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 force upon the Commencement Date, ; provided, however, neither that nothing herein shall prevent Tenant from contesting such certificateviolation pursuant to and in accordance with the provisions of Section 9.5. Landlord shall, nor any provision at Landlord’s cost, 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 available roof area) and, if necessary and Tenant reinforces the floors in accordance with this Lease, nor any act or omission of increased floor loads in connection with Landlord’s Initial Alterations Work, shall be deemed and 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. Section 15.2 Tenant shall have the rightreasonably cooperate with Tenant, at its sole no cost and expense, on prior written notice to Landlord and subject to any pending application(s)Tenant Delay and Unavoidable Delay, in connection with future amendments to amend the certificate Certificate of occupancy from time Occupancy to time in effect for the Premises to accommodate Tenant’s operation extent necessary and consistent with the terms 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 or the use of such other portions of the Buildingincluding, (iv) any filing in connection therewith shall be performed by Landlord’s designated code consultant or expediter without limitation, Article 5, Article 16 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 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall not be required to expend any sum of money in connection therewith or, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall not be obligated to perform any work in connection therewithArticle 41.

Certificate of Occupancy. Section 15.1 20.1. To the best of Landlord's knowledge, attached to the Original Lease as Schedule K is a photocopy of the certificate of occupancy for the Building as of February 22, 2001. Pursuant to Section 9.6(e) of the Original Lease and Section 9.6(e) hereof, Tenant shall was and is responsible for renewing the temporary certificate of occupancy for the South Building. Tenant will not at any time use or occupy the Demised Premises in violation of the certificate of occupancy at such time issued for the Premises or for Building. Tenant may, from time to time, with the Building and in the event that any department of the City or State of New York 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 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 force upon the Commencement Date, provided, however, neither such certificate, nor any provision of this Lease, nor any act or omission prior consent of Landlord, shall be deemed not 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. 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, modify the certificate of occupancy for the Demised Premises provided that the same (i) the same is done subject to, and in accordance with, all Requirementsdoes not permit uses other than those permitted under Article 6 of this Lease, (ii) any such amendment shall does not permit any adversely affect the use and occupancy of the Premises not permitted under this Lease, (iii) no such change shall adversely affect any portion of the Building other than the Premises or the use of such other portions balance of the Building, and (iviii) does not result in Landlord having to perform any filing in connection therewith shall be performed by Landlord’s designated code consultant additions, alterations 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 expediter’s or code consultant’s rates are not commercially reasonable and improvements to 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 balance of the Building will be adversely affected by such amendmentto comply with any Legal Requirement which would not have been applicable if the certificate of occupancy remained unmodified. Landlord shall not do anything to prevent the issuance of, and (vi) upon or cause the expiration loss or earlier termination revocation of, a certificate of occupancy for the Term, upon request by Landlord, Tenant Building permitting the use thereof for office use or the Retail Space for retail use. Landlord shall not amend the certificate of occupancy for the Premises so that it conforms 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 the Premises in effect prior which such party may be permitted to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall not be obtain or is legally required to expend any sum 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 money in connection therewith oroccupancy or amendments thereto to be obtained, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall the party requested to sign the same thereby incurs no liability or expense which is not be obligated to perform any work in connection therewithreimbursed.

Certificate of Occupancy. Section 15.1 Tenant shall will not at any time use or occupy the Premises in violation of the certificate of occupancy at such time then issued for the Premises or Building. A copy of the current certificate of occupancy is attached hereto as Exhibit N. Tenant may, at Tenant’s sole cost and expense, from time to time, modify the certificate of occupancy for the Premises, solely 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 and 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 such modification shall be coordinated with Landlord or any other tenant in the event that any department Building then seeking an amendment to the certificate of occupancy for the City or State of New York shall hereafter contend or declare by notice, violation, order or in any other manner whatsoever that Building. Prior to Tenant’s application to change 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 force upon the Commencement Date, provided, however, neither such certificate, nor any provision of this Lease, nor any act or 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. 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 seek Landlord’s prior consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Landlord shall, 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 or the use of such other portions of the Building, (iv) any filing in connection therewith shall be performed upon request by Landlord’s designated code consultant or expediter Tenant and at Tenant’s sole cost and expense expense, promptly execute and deliver (provided that or cause to be executed and delivered) all factually correct and lawful applications and consents required by Legal Requirements to be filed in order to enable such designated expediter or code consultant shall charge commercially reasonable rates and if Tenant notifies Landlord that in Tenant’s reasonable determination said 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms amendment to the certificate of occupancy for to be obtained. Subject to the Premises in effect prior terms of this Lease, Landlord agrees to any change by Tenant. Landlord shall reasonably cooperate with Tenant, at Tenant’s efforts under this Section 15.2; provided thatsole cost, except in amending the certificate of occupancy as set forth above, Landlord shall not be required to expend any sum of money in connection therewith or, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall not be obligated to perform any work in connection therewithpermitted hereunder.

Certificate of Occupancy. Section 15.1 Tenant shall not at any time use COMPLIANCE WITH LAWS Landlord agrees to deliver to the Department of Citywide Administrative Services a Certificate of Occupancy or occupy the Premises in violation other sufficient indicia of the certificate of occupancy at such time issued legality for the Premises or for the Building and in the event that any department of the City or State of New York 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 shall, upon five (5) Business Days’ written notice from Landlord or any Governmental Authority, immediately discontinue such use of the Premises. A certificate 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 they form a part, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. ("ADA") during the term hereof or renewal term, if any. With respect to the Premises in ADA and regulations promulgated pursuant thereto, Landlord shall comply with and perform the form attached hereto Landlord's obligations, if any, as Exhibit C will a public accommodation pursuant to Title III of the ADA. Landlord shall remove all violations which may be in force upon placed against the Commencement DateDemised Premises, providedincluding but not limited to Building Code and Fire Code violations, however, neither such certificate, nor any provision 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, nor any act or 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 mannerTenant, in contradiction addition to mere “office” use. Section 15.2 Tenant shall have the rightany other remedy it may have, at its sole cost and expense, on prior written after 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 consentfailure thereafter to diligently proceed to comply, which shall not be unreasonably withheld or delayed, provided that (i) may, as agent of Landlord, perform the same is done subject to, and in accordance with, all Requirementsdeduct the reasonable cost thereof from any rent due or that may become due and payable under this Lease or, (ii) any such amendment shall not permit any use may withhold an amount of rent equal to 133% of the Premises not permitted reasonable cost of performing same as reasonably determined by Tenant until Landlord shall have performed same to Tenant’s reasonable satisfaction, at which time any 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 LeaseArticle 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, (iiia) no such change shall adversely affect any one third (1/3) of the Demised Premises is rendered unusable for business purposes and (b) Tenant vacates said portion of the Building other than the Premises or the use of such other portions of the BuildingDemised Premises, then Tenant may terminate this Lease on twenty (iv20) any filing in connection therewith shall be performed by days written notice to 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 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall not be required to expend any sum of money in connection therewith or, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall not be obligated to perform any work in connection therewith.

Certificate of Occupancy. Section 15.1 15.1. Tenant shall not at any time use or occupy the Demised Premises in violation of the certificate certificates of occupancy at such time issued for the Building or the Demised Premises or for the Building and in the event that any department of the City or County in which the Building is located, or the State of New York California shall hereafter at any time contend or declare by notice, violation, order or in any other manner whatsoever that the Demised Premises are used for a purpose which is a in violation of such certificate or certificates of occupancy, Tenant shall, upon five (5) Business Days’ written day's notice from Landlord or any Governmental Authority, governmental agency immediately discontinue such use of the Demised Premises. A 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, and in addition thereto shall have the right to exercise any and all rights and privileges and remedies given to Landlord by and pursuant to the provisions of Article 18 hereof. The statement in this Lease of the nature of the business to be conducted by Tenant in the Demised Premises shall not be deemed or construed to 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 with respect to issued for the Premises Building, or otherwise permitted by law. LIFE-SAFETY SYSTEMS 16.1. If there now is or shall be installed in the form attached hereto as Exhibit C will 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 force upon the Commencement Date, provided, however, neither such certificate, nor any provision proper working order by reason of this Lease, nor any act or omission of LandlordTenant, 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 deemed made or supplied in or to constitute a representation any such system by reason of Tenant's business, or warranty that the location of partitions, trade fixtures, or other contents of the Demised Premises, or if any part thereofsuch changes, lawfully may be used modifications, alterations or occupied additional equipment become necessary to prevent the imposition of a penalty or charge against the full allowance for any particular purpose such system in the insurance rate as fixed by the applicable state authority, or in by any particular mannerinsurance company, in contradiction to mere “office” use. Section 15.2 Tenant shall have the rightshall, at its sole cost and Tenant's expense, on prior written notice to Landlord promptly make and subject to any pending application(s)supply such changes, 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 Premisesmodifications, subject to Landlord’s prior consent, which shall not be unreasonably withheld alterations 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 or 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 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall not be required to expend any sum of money in connection therewith or, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall not be obligated to perform any work in connection therewithadditional equipment.

Certificate of Occupancy. Section 15.1 20.1. To the best of Landlord's knowledge, attached hereto and made a part hereof as Schedule K is a photocopy of the existing certificate of occupancy for the Building. Tenant shall will not at any time use or occupy the Demised Premises in violation of the certificate of occupancy at such time issued for the Premises or for Building. Tenant may, from time to time, with the Building and in the event that any department of the City or State of New York 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 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 force upon the Commencement Date, provided, however, neither such certificate, nor any provision of this Lease, nor any act or omission prior consent of Landlord, shall be deemed not 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. 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 or 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 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend modify the certificate of occupancy for the Demised Premises so that it conforms 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 to prevent the issuance of, or cause the loss or revocation of, a certificate of occupancy for the Premises in effect prior to any change by TenantBuilding permitting the use thereof for office use or the Retail Space for retail use. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall 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 expend any sum 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 money in connection therewith oroccupancy or amendments thereto to be obtained, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall the party requested to sign the same thereby incurs no liability or expense which is not be obligated to perform any work in connection therewithreimbursed.

Certificate of Occupancy. Section 15.1 Tenant shall not at any time use or occupy Notwithstanding anything to the Premises in violation of the certificate of occupancy at such time issued for the Premises or for the Building and contrary in the event that any department of Lease, (a) the City or State of New York shall hereafter contend or declare by noticeterms “Substantial Completion” and “Substantially Complete” as each applies to Landlord’s Work (i.e., violation, order or in any other manner whatsoever that the Expansion Premises are used for a purpose which is a violation of such certificate of occupancy, Tenant shall, upon five (5Delivery Requirements) 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 Initial 440 Expansion Premises in shall not include the form attached hereto as Exhibit C will be in force upon the Commencement Date, provided, however, neither such certificate, nor any provision obligation of this Lease, nor any act Landlord to obtain or omission of Landlord, shall be deemed to constitute receive 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. 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 or temporary certificate of occupancy (regardless of whether a certificate of occupancy or temporary certificate of occupancy is required 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 occupancy of the Premises not permitted under this Lease, Initial 440 Expansion Premises) and (iiib) no such change shall adversely affect any portion of the Building other than the Premises or the use of such other portions of the Building, (iv) any filing in connection therewith Tenant 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 expediter’s or code consultant’s rates are not commercially reasonable and responsible for coordinating the extent obtaining 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Initial 440 Expansion Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to required by Applicable Laws or any change by TenantGovernmental Authority. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2Tenant 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, except as set forth aboveLandlord 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 expend any sum 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 money the Canopy shall constitute Landlord’s Work and will be subject to the requirements for Landlord’s Work as set forth in connection therewith orthe Lease (except as otherwise set forth herein), if 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 incur 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 expendituresseven (7) month period for any reason, Tenant (i) the Lease shall reimburse Landlord for its actual reasonable out-of-pocket costs not be void or voidable and expenses in connection therewith, and provided further that (ii) Landlord shall not be obligated 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 be performed by Tenant as part of the Expansion 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 its 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), 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 ▇▇▇▇▇▇▇ Controls equipment installed as an extension of the existing ▇▇▇▇▇▇▇ 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 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 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 Tenant Installations), in each case (x) – (z) with respect to all equipment included in the Tenant Installations. All existing (as of the date 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 warranty with respect to the condition of 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 Existing MEP Systems prior to the Term Commencement Date for the Initial 440 Expansion Premises. Landlord shall reasonably cooperate with Tenant in good faith to permit Tenant to perform any work the Tenant Installations, 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 connection therewiththe aggregate. The 440-02 MEP Allowance shall be in addition to the Expansion TI Allowance for the Initial 440 Expansion Premises (i.e., 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 Expansion TI Allowance and subject to the terms and conditions of the Lease and the Work Letter applicable to the Expansion TI Allowance (including the Disbursement Conditions); provided, however, that (a) Tenant’s use of the 440-02 MEP Allowance shall not increase Basic Annual Rent as provided in Section 6.1(a) of the Lease, (b) the 440-02 MEP Allowance may be applied by 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 be solely responsible for the cost of the Tenant Installations to the extent such cost is in excess of the 440-02 MEP Allowance.

Certificate of Occupancy. Section 15.1 12.01. Tenant shall will not at any time use or occupy the Premises demised premises in violation of the certificate of occupancy at such time issued for the Premises or for the Building and in Building. In the event that any department Tenant’s proposed occupancy of the City or State of New York shall hereafter contend or declare demised premises would exceed the density permitted 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, as a condition precedent for Tenant shallto achieve and maintain such higher level of occupancy, upon five (5) Business Days’ written notice from Landlord or any Governmental AuthorityTenant must, 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 force upon the Commencement Date, provided, however, neither such certificate, nor any provision of this Lease, nor any act or 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. 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 or 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 expediter’s or code consultant’s rates are not commercially reasonable and the extent of the surchargeexpense, Landlord may still require Tenant proceed 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend attempt to cause the certificate of occupancy for the Premises so that it conforms 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 for to be amended with respect to the Premises density level, Landlord shall reasonably cooperate in effect prior to any change connection therewith, expressly provided (i) all costs incurred in connection therewith are borne by Tenant; (ii) Tenant 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 demised premises for other than trading, investment, banking, the general operation of a securities business, conference center, general, executive and administrative offices require any modification or amendment of any certificate of occupancy for any portion of the 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’s efforts under this Section 15.2; provided thatthat Landlord incurs no additional obligations or liability as a result of signing such certificates or applications. Any reasonable, except as set forth above, Landlord shall not be required to expend any sum of money in connection therewith or, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses incurred by Landlord in connection therewith, with the foregoing cooperation shall be deemed additional rent and provided further that Tenant shall promptly reimburse Landlord for the same within thirty (30) days after demand therefor by Landlord. The foregoing provisions are not intended to be deemed Landlord’s consent to any Tenant Alterations or to a use of the demised premises not otherwise permitted hereunder nor to require Landlord to effect such modifications or amendments of any certificate of occupancy. 12.02. Landlord shall not take any action, nor shall Landlord permit any action to be obligated taken unless mandated by a governmental authority (i) to perform cause a modification to the certificate of occupancy that would preclude Tenant’s use of the demised premises for the purposes permitted under Article 2 of this Lease or (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 necessary, with the City of New York Department of Buildings (the “DOB”), including any work in connection therewithchanges 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.

Certificate of Occupancy. Section 15.1 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 and in the event that any department of the City or State of New York 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 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 force upon the Commencement Date, ; provided, however, neither such certificate, nor any provision of this Lease, nor any act or 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, 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 . A copy of the certificate of occupancy from time to time in effect for affecting the Premises to accommodate 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 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(unless so required by any applicable Requirement), (iii) no such change and the Certificate of Occupancy shall adversely affect any portion of at all times during the Building other than the Premises or Term permit 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 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall not be required to expend any sum of money in connection therewith or, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall not be obligated to perform any work in connection therewith“offices.”

Certificate of Occupancy. Section 15.1 Tenant shall 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. 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 and in the event that any department of the City or State of New York 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 in violation of such certificate of occupancy, Tenant shall, upon five (5) Business Days’ written Days notice from Landlord or any Governmental Authority, immediately discontinue such use of the Premises. A No certificate of occupancy with respect to the Premises in the form attached hereto as Exhibit C will be in force upon the Commencement Date, provided, however, neither such certificate, nor any provision of this Lease, nor any act or omission of Landlord, 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, in contradiction to mere “office” useincluding that the zoning of the Building and/or the Premises permits Tenant’s intended use of the Premises. Section 15.2 Tenant shall have the rightTenant, 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 or 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 expediter’s or code consultant’s rates are not commercially reasonable and the extent of the surcharge, Landlord may still require Tenant after notice 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant 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 amend 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 so that it conforms to or the certificate Building be suspended or in material risk of occupancy for suspension by reason of noncompliance or by reason of such contest, (ii) before the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall not be required to expend any sum commencement of money in connection therewith orsuch contest, if Landlord or any Indemnitee may be subject to any civil fines or penalties or if Landlord may be liable to any independent third party as a result of such noncompliance, or the Estimated Compliance Costs, as reasonably estimated by Landlord, exceed Five Hundred Thousand and 00/100 ($500,000.00) Dollars, then unless Tenant shall incur any such expenditureshave met the Financial Requirements, Tenant shall reimburse furnish to Landlord for either (x) a bond of a surety company satisfactory to Landlord in its actual reasonable out-of-pocket costs discretion, in form and expenses 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 therewithwith such contest or noncompliance or (y) if requested by Tenant, and provided further that Landlord 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 taking of action or furnishing of security by Landlord, such action shall be obligated taken or such security shall be furnished at the expense of Tenant, (iv) such noncompliance or contest, in Landlord’s reasonable judgment, shall not otherwise adversely affect the Building or the Premises or the character or reputation of the Building or Landlord, (v) Tenant shall keep Landlord regularly advised as to perform the status of such proceedings and (vi) such noncompliance or contest shall not result in any work in connection therewithnotes or notices of violation being issued against the Building or Real Property by the Department of Buildings of the City of New York or any other Governmental Authority.

Certificate of Occupancy. Section 15.1 Tenant shall not at any time use or occupy hereby acknowledges that the Premises in violation of the existing certificate of occupancy at such time issued for in effect as of the date hereof (the "Existing Certificate of Occupancy") 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 date hereof it shall submit plans and specifications to the New York City Department of Buildings (the "Buildings Department") showing a buildout for the Building occupancy as "offices" and in connection therewith shall promptly thereafter make application to the Buildings Department for either (i) 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 Premises 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 any department 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 notice 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 City or State Initial Alterations and at its sole cost and expense, obtain an amendment to the Existing Certificate of New York shall hereafter contend or declare by noticeOccupancy, violation, order or in any other manner whatsoever that the Premises are used for a purpose which is a violation of such temporary certificate of occupancy, Tenant shall, upon five (5) Business Days’ written notice from Landlord occupancy or any Governmental Authority, immediately discontinue such use of the Premises. A 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 unable to obtain the Certificate of Occupancy Amendment by the date which is the earlier of (i) 60 days after completion of the Initial Alterations or (ii) March 1, 2001, then Landlord may, at Landlord's option, notify Tenant that Landlord, at Tenant's expense, shall seek to obtain the Certificate of Occupancy Amendment, in which case Tenant shall cease seeking to obtain the Certificate 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, 2001, 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 form attached 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, provided that the Initial Alterations shall have been completed in accordance with (i) the plans and specifications submitted by Tenant to the Buildings Department and (ii) all applicable Requirements. If Tenant shall terminate this Lease in a timely manner as aforesaid, this Lease shall terminate as of the date of such notice and neither party hereto shall have any further rights or obligations hereunder, except those which explicitly survive the termination of this Lease. If Tenant shall not terminate this Lease in a timely manner as Exhibit C will be aforesaid, then this Lease shall continue in full force upon and effect in accordance with its terms, and Tenant shall have no 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 Commencement Date, provided, Changed Use Approval and the Certificate of Occupancy Amendment; provided however, neither that Landlord shall not in any way assume or be deemed to have assumed any responsibility or liability therefore, and if Tenant shall be unable to obtain such certificateChanged Use Approval or such Certificate of Occupancy Amendment, nor any provision such inability shall not affect the validity of this Lease, nor any act or omission give rise to a right of Landlord, shall be deemed to constitute a representation or warranty that the Premisesdamages, or any give rise to a right of rescission on the 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 or 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 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as explicitly set forth above, . Tenant agrees that it shall retain a Person designated by Landlord shall not be required to expend any sum of money serve as the expediter in connection therewith orwith filing and obtaining all submissions, if Landlord shall incur any such expendituresapplications, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs approvals, work permits, temporary certificates of occupancy, the Changed Use Approval and expenses the Certificate of Occupancy Amendment contemplated in connection therewith, and provided further that Landlord shall not be obligated to perform any work in connection therewiththis Section 15.1.

Certificate of Occupancy. Section 15.1 Tenant shall not at any time In the event Tenant's use of a portion of the premises for garment and piece goods storage and modification or occupy the Premises in violation of showrooms requires an amendment to the certificate of occupancy at such time issued for the Premises or for the Building and in the event that any department of the City or State of New York 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 occupancyunder applicable Requirements, Tenant shalldirectly, upon five (5) Business Days’ written notice from Landlord or any Governmental Authority, immediately discontinue such use through Tenant's architect on behalf of the Premises. A certificate of occupancy with respect to the Premises in the form attached hereto as Exhibit C will be in force upon the Commencement Date, provided, however, neither such certificate, nor any provision of this Lease, nor any act or omission of LandlordTenant, 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. 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) file with the same is done subject to, New York City Department of Buildings plans for the Alterations 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 or 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 expediter’s or code consultant’s rates are not commercially reasonable and the extent of the surcharge, Landlord may still require Tenant an application 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Building to permit a portion of the Premises so to be used for garment and piece goods storage and modification and showrooms and (ii) retain the Building expediter, Cole-Gillman Associates, PC, Brookridge Consulting Services, Inc. o▇ ▇▇▇▇ ▇▇▇▇▇ expediter selected by Tenant and reasonably satisfactory to Landlord, in connection with such application. Tenant acknowledges that it conforms Landlord has made no representation or warranty express or implied, that such amendment to the certificate of occupancy for can be obtained from the Premises in effect prior City of New York and that any advice or services provided to any change Tenant by Cole-Gillman Associates, PC, Brookridge Consulting Services, Inc. o▇ ▇▇▇▇ ▇▇▇▇▇ expediter shall be provided as Tenant's agent and not on behalf of Landlord. Landlord shall reasonably shall, at Tenant's sole cost and expense, cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall not be required to expend any sum of money Tenant in all reasonable respects in connection therewith or, if Landlord shall incur any with obtaining such expenditures, amended certificate of occupancy. Tenant shall reimburse Landlord for its actual reasonable all out-of-pocket costs and expenses in connection therewithwith 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 provided further that in accordance with the provisions of Article 5 hereof. Except as otherwise expressly set forth in this Section 3.3, Landlord shall not be obligated have no obligation or liability with respect to perform any work in connection therewithamendment to the Building certificate of occupancy 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. Section 15.1 Tenant shall not at any time use or occupy the Premises in violation of the any certificate of occupancy at such time issued for the Premises or for the Building and in the event that any department of the City or State of New York 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 shallTenant, upon five (5) Business Days’ ' written notice from Landlord or any Governmental Authority, shall immediately discontinue such use of the Premises. A Tenant shall obtain a temporary or permanent certificate of occupancy with respect to covering the Premises in permitting the form attached hereto Premises to be used as Exhibit C "offices" and such temporary or permanent certificate of occupancy will be in force upon the Commencement Datedate upon which Tenant shall occupy all or any portion of the Premises for the conduct of business, provided, however, neither such certificate, nor any provision of this Lease, nor any act or 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 contradistinction to mere “"office” " use. Section 15.2 . Landlord covenants that, on the date Tenant shall have the right, at its sole cost and expense, on prior written notice to Landlord and subject to apply for any pending application(s), to amend the building permit or said temporary or permanent 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 or 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 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 adversely affected by such amendment, and (vi) upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth aboveoccupancy, Landlord shall not be have taken any action or failed to comply with any Requirements (other than those with which Tenant is required to expend any sum comply under this Lease) which would prevent Tenant from obtaining said temporary or permanent certificate of money in connection therewith oroccupancy, and if Landlord shall incur has taken any such expendituresactions or failed to so comply, the Rent Commencement Date shall be deferred on a day for day basis for the first thirty (30) days that Tenant shall reimburse Landlord is so prevented from obtaining any building permit or said temporary or permanent certificate of occupancy and two (2) days for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further each day after such thirty (30) day period that Landlord shall not be obligated to perform any work in connection therewithTenant is so prevented.

Certificate of Occupancy. Section 15.1 SECTION 15.01. Tenant shall will not at any time use or occupy occupy, or permit the use or occupancy of the Demised Premises in violation of any Certificate(s) of Occupancy covering the certificate of occupancy at such time issued for the Premises or for the Building and in the event that any department of the City or State of New York 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 shall, upon five (5) Business Days’ written notice from Landlord or any Governmental Authority, immediately discontinue such use of the Demised Premises. A certificate Owner agrees that a temporary or permanent Certificate(s) of occupancy with respect to Occupancy covering the Demised Premises in the form attached hereto as Exhibit C will be in force upon on the Commencement Date, provided, howeverDate 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 certificateagreement, nor any other provision of this Lease, nor any act or omission of LandlordOwner, its agents or contractors, shall be deemed to constitute a representation or warranty that the Demised Premises, or any part thereof, lawfully may be lawfully used or occupied for any particular purpose or in any particular manner, in contradiction contradistinction to mere “"office” " use. Section 15.2 Tenant shall have . In the right, at its sole cost event that during the Demised Term 36 any such Certificate(s) of Occupancy covering the Demised Premises are not in force and expense, on prior written notice to Landlord effect 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 loss of any such Certificate(s) of Occupancy is done subject todue to the improper acts, and in accordance withimproper omissions or negligence of Tenant or any person claiming through or under Tenant or any of their servants, all Requirementsemployees, 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 applicable governmental authority, then neither Owner nor its agents, nor the 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 amendment Certificate(s) of Occupancy covering the Demised Premises are not in force and effect and no such fact shall not permit constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any use abatement or diminution of the Premises not permitted rent or relieve Tenant from any of its obligations under this Lease, (iii) no such change shall adversely affect Lease or impose any portion of the Building other than the Premises or 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 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 adversely affected by such amendment, and (vi) liability upon the expiration or earlier termination of the Term, upon request by Landlord, Tenant shall amend the certificate of occupancy for the Premises so that it conforms to the certificate of occupancy for the Premises in effect prior to any change by Tenant. Landlord shall reasonably cooperate with Tenant’s efforts under this Section 15.2; provided that, except as set forth above, Landlord shall not be required to expend any sum of money in connection therewith or, if Landlord shall incur any such expenditures, Tenant shall reimburse Landlord for its actual reasonable out-of-pocket costs and expenses in connection therewith, and provided further that Landlord shall not be obligated to perform any work in connection therewithOwner.