Common use of Air Conditioning Clause in Contracts

Air Conditioning. 35.01 Subject to the provisions of this Article and all other applicable provisions of this Lease, Landlord shall supply air-conditioning service to the Premises through the Building’s central air-conditioning facilities (the “Building HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlord, in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons relating to the making of repairs, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Date, Landlord shall make available to Tenant 103/4 tons of condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales tax, if applicable, subject to increase as provided for herein. Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and paid by Tenant within thirty (30) days after the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index thereto.

Air Conditioning. 35.01 Subject to the provisions of this Article and all other applicable provisions of this Lease, Landlord shall supply make available to Tenant, and Tenant shall be permitted to use, the base Building equipment presently supplying air-conditioning service to the Premises through and any replacements thereof (the “Existing HVAC Equipment”) Monday to Friday from 8:00 a.m. to 6:00 p.m. (i) during the Building’s central air-conditioning facilities “Cooling Season” (the “Building HVAC System”which is currently May 15 through October 15) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation for those portions of the Building Existing HVAC Equipment serving the perimeter portions of the Premises, and (ii) three hundred sixty-five (365) days a year for those portions of the Existing HVAC System at any time that Landlordserving the interior portions of the Premises, in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons relating to the making of repairs, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be each instance subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation and in accordance with the provisions of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power sourcethis Article. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event represents that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof the Existing HVAC Equipment is $350.17 in working order and has a cooling capacity which is appropriate for normal office use and normal occupancy density, to wit: the Existing HVAC Equipment is designed to make available a capacity of one (1) ton of HVAC per hour (plus 300 usable square feet, and is designed to deliver a 5% surcharge for electricity)) thereforsummer-winter temperature of between 72 and 78 degrees Fahrenheit. Landlord shall repair and maintain the Existing HVAC Equipment in good working order and condition, at Landlord’s cost and expense; provided, however, that there all other air conditioning systems, equipment and facilities hereafter located in or servicing the Premises (the “Supplemental Systems”) including, without limitation, the ducts, dampers, registers, grilles and appurtenances utilized to distribute conditioned air within the Premises in connection with both the Existing HVAC Equipment and/or the Supplemental Systems (collectively hereinafter referred to as the “HVAC System”), shall be a minimum charge of four (4) hours for any time period of additional service maintained, repaired and operated by Tenant in compliance with all present and future laws and regulations relating thereto at Tenant’s sole cost and expense. The parties acknowledge that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof there is a two (2) ton water cooled supplemental air conditioning unit installed at the Premises (the “Existing Supplemental UnitsSystem”). Tenant shall be solely responsibleLandlord hereby approves, in concept only, subject to Tenant’s compliance with the applicable provisions of this Lease including, without limitation, the provisions of this Article and of Article 8, above, Tenant’s installation, at Tenant’s sole cost and expense, of an additional three (3) ton supplemental air conditioning unit (or, should Tenant elect to maintainremove the Existing Supplemental System, then Tenant’s installation of a five (5) ton supplemental air conditioning unit) to service the Premises (the “Additional Supplemental System”). Tenant shall pay for all electricity consumed in the operation of the HVAC System (and/or water, gas and steam) for the production of chilled and/or condenser water and its supply to the Premises, if applicable, which shall become the obligation of Tenant subject to the terms of Article 41 of this Lease. Tenant shall pay for all parts and supplies necessary for the proper operation of the HVAC System (other than the Existing HVAC Equipment) (and any restoration or replacement by Tenant of all or any part thereof shall be in quality and class at least equal to the original work or installations); provided, however, that Tenant shall not alter, modify, remove or replace the HVAC System, or any part thereof, without Landlord’s prior written consent, except that Tenant may remove the Existing Supplemental System in conjunction with Tenant’s installation of a five (5) ton replacement unit as contemplated hereinabove. 35.02 Without limiting the generality of the foregoing, Tenant shall, at its own cost and expense, (a) cause to be performed all maintenance of the HVAC System (other than the Existing HVAC Equipment), including all repairs and replacements thereto, and (b) commencing as of the date upon which Tenant shall first occupy the Premises for the conduct of its business, and thereafter throughout the Term of the Lease, maintain in force and provide a copy of same to Landlord an air conditioning service repair and replace full service maintenance contract covering the HVAC System (other than the Existing HVAC Equipment) in form reasonably satisfactory to Landlord with an air conditioning contractor or servicing organization approved by Landlord. All such contracts shall provide for the thorough overhauling of the HVAC System (other than the Existing HVAC Equipment) at least once each year during the Term of this Lease and shall expressly state that (i) it shall be an automatically renewing contract terminable upon not less than thirty (30) days prior written notice to Landlord (sent by certified mail, return receipt requested) and (ii) the contractor providing such service shall maintain a log at the Premises detailing the service provided to any Supplemental Units Systems during each visit pursuant to such contract. Tenant shall keep such log at the Premises and permit Landlord to review same promptly after Landlord’s request. The HVAC System is and shall at all times remain the property of Landlord, and at the expiration or sooner termination of the Lease, Tenant shall surrender to Landlord any Supplemental Systems in good working order and condition, subject to normal wear and tear and shall deliver to Landlord a copy of the service log. In the event that Tenant fails to obtain the contract required herein or perform any of the maintenance or repairs required hereunder, Landlord shall have no responsibility the right, but not the obligation, to procure such contract and/or perform any such work and charge Tenant as Additional Rent hereunder the cost of same plus an administrative fee equal to five (5%) percent of such cost which shall be paid for by Tenant on demand. 35.03 If and so long as Tenant is not in connection with same. In connection with default of this Lease after notice and the expiration of any cure period contained herein then, upon Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Dateelection, Landlord shall make available to Tenant 103/4 up to ten (10) tons of condenser water (“Supplemental Condenser Water”) for use by Tenant in the Premises in connection with the operation by Tenant of the Supplemental Units. Subject Systems (the “Condenser Water”), provided that Tenant elects to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, have Landlord shall supply Supplemental such Condenser Water by notice (“Tenant’s Condenser Water Notice”) given to Landlord as part and parcel of Tenant’s Initial Alteration Work as reflected in Tenant’s plans and specifications therefor, as defined in Article 8, above, or no later than the Premises on second (2nd) anniversary of the Commencement Date, which Tenant’s Condenser Water Notice shall set forth the tonnage of Condenser Water requested by Tenant. In the event that Tenant shall fail to provide Landlord with Tenant’s Condenser Water Notice in a timely manner or in the event that Tenant’s Condenser Water Notice shall request, or Tenant shall use, less than the full ten (10) tons referred to above for more than twenty-four (24) hourconsecutive months during the Term, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay then Tenant’s access to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual shall be limited to that lesser amount so requested and used by Tenant, and Tenant’s access to any additional Condenser Water Charge”), plus sales tax, if applicable, shall be subject to increase as provided for herein. Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and paid by Tenant within thirty (30) days after the issuance of availability on a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index theretofirst-come/first-served basis.

Air Conditioning. 35.01 Subject (A) OWNER hereby grants the TENANT permission to use the air-conditioning unit(s), if any, currently installed in the demised premises during its occupancy of the demised premises. It is understood and agreed that TENANT, at its sole cost and expense, will comply with all the laws, rules, orders, ordinances and regulations of any governmental and quasi-governmental bureaus and departments having jurisdiction thereover, and of the New York Board of Fire Underwriters and the New York Fire Insurance Rating Organization. TENANT covenants and agrees to carry liability insurance and water damage legal liability insurance with respect to the provisions said air-conditioning unit(s) and its associated ducting and other equipment (deemed included within the term “air-conditioning unit(s)”) throughout the term of this Article the Lease.2 TENANT further covenants and all other applicable provisions agrees that upon the expiration or sooner termination of this Lease, Landlord shall supply said air-conditioning service to unit(s) shall all remain the Premises through property of the Building’s central OWNER and may not be removed by TENANT without the permission of OWNER. In no event may TENANT install any window or thru-wall air-conditioning facilities units or equipment. (B) If the “Building HVAC System”demised premises is now or hereafter served by water-cooled air-conditioning unit(s), TENANT agrees to pay Three Hundred Fifty and 00/100 ($350.00) during the HVAC Periods pursuant Dollars per annum for each refrigeration ton allocable to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlord, in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons relating to the making of repairs, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible demised premises (subject to reimbursement pursuant to Article 49 hereof9.45 tons) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice being billed by OWNER except that if the Lease commences during the period from Landlord evidencing October 1st through December 31st, TENANT shall not be obligated to pay said amount for such calendar year. TENANT agrees that it shall maintain, repair and replace (if necessary) the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricityunit(s)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental whether air-cooled or water-cooled, throughout the term of this Lease and shall have the same serviced immediately prior to April 1 of each calendar year. If TENANT fails to properly maintain and service the air conditioning units existing in unit(s) by April 1st of each year, OWNER, without limiting any of its other remedies, may have the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, same serviced at TenantTENANT’s sole cost and expense. TENANT shall also keep in full force and effect, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of throughout the Supplemental Units, commencing on the Commencement Date, Landlord shall make available to Tenant 103/4 tons of condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision term of this Lease relating Lease, a full service contract with a reputable provider approved by OWNER, such approval not to stoppage be unreasonably withheld, and, prior to April 1 of services and Landlordeach year, furnish to OWNER a copy of TENANT’s inability service contract together with proof from the service provider that it has been paid in full for the ensuing cooling season. Notwithstanding the foregoing, OWNER may require TENANT to performengage a particular designated service provider, Landlord shall supply Supplemental Condenser Water or to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water OWNER within ten (the “Annual Condenser Water Charge”), plus sales tax, if applicable, subject to increase as provided for herein. Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and paid by Tenant within thirty (3010) days after demand, from time to time, a pro rata share, as reasonably estimated by OWNER, of OWNER’s cost of carrying a service contract on other units as well as the issuance air-conditioning unit(s) serving the demised premises, so long as the rates charged, in each case, are reasonably competitive with other reputable contractors providing comparable quality services in similar buildings similarly located. OWNER shall have all the rights and remedies to enforce the payment of a statement thereforthe amounts due hereunder as it now has under this Lease, or otherwise, for the enforcement of the payment of fixed rent. The Annual Condenser Water Charge TENANT acknowledges that it may not replace any water cooled unit with an air-cooled unit, nor install an air-cooled unit, without OWNER’s prior consent, which may be withheld in OWNER’s sole discretion, and that all of said unit(s) and any ductwork and equipment serving same shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during remain the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics property of the United States Department OWNER. OWNER does not warrant TENANT’s right to continue to use the air-conditioning system if such use be prohibited or restricted by any law, ordinance or governmental regulation, directly or indirectly, and TENANT shall be solely responsible for the costs and expenses for the installation and/or modification of Laborall or any part of such system. (C) Notwithstanding the provisions of subparagraph (B) above, (i) the parties acknowledge that the demised premises is currently served by a common air-conditioning system, and, unless the system is entirely air-cooled, TENANT shall pay the per annum charge set forth in subparagraph (B) above and (ii) unless and until an independent unit is installed, TENANT agrees to pay 63% of the total cost of maintaining, servicing, and repairing the air-conditioning unit(s), but not any necessary replacement of the unit unless the need therefor results from the negligence or willful misconduct of TENANT or any subtenant or licensee, or any successor index theretoof TENANT’s or their respective employees, agents, contractors, subcontactors, or invitees.

Air Conditioning. 35.01 Subject (a) Tenant shall be responsible, at its sole cost and expense, for providing cooled air to the demised premises, through the air conditioning unit(s) or system which are located in the demised premises or which Tenant may install, subject to the terms and provisions of this Lease, which shall be air-cooled only. Any air conditioning unit(s) or system installed or to be installed in the demised premises, is and shall be deemed property of Landlord. As of the Commencement Date, the existing air conditioning unit(s) in the demised premises shall be in good working order reasonably sufficient to cool the demised premises and shall be controlled throughout the Term of this Lease exclusively by Tenant. (b) If the air conditioning system in the demised premises uses water, then: Tenant shall pay for the water consumed and the sewage charge in the operation thereof in accordance with the readings of a water meter installed to measure such consumption. Prior to installing any new or additional mechanical air conditioning unit or units in the demised premises, Tenant shall first obtain Landlord’s written consent. Under penalty of damages and forfeiture, Tenant herein shall not install any mechanical air conditioning plant or individual or collective unit using water unless the unit or units are equipped with a water conserving device, such as evaporative condenser, economizer, water cooling tower, or other similar apparatus. In connection with such air conditioning, Tenant agrees to install at its own cost and expense, a water meter which shall meter all water used in such air conditioning plant and such water used and sewage charges shall be paid for by Tenant per said meter readings, at the prevailing rate charged by the City of New York, on a timely, current basis. If Tenant has not installed a water meter, Landlord will charge Tenant with its proportion of the water consumption and sewage charges incurred by the Building. (c) Tenant shall change the filters of the air conditioning unit(s) and shall have the unit(s) cleaned on an as needed basis as reasonably determined by Tenant. (d) Tenant shall be responsible for the maintenance and repair of the air conditioning unit(s) or system affecting the demised premises whether ordinary or extraordinary in nature. Tenant shall, during the Term of this Lease, keep in full force and effect a repair and maintenance agreement (including replacement of all parts) with a company reasonably approved by Landlord covering said air conditioning unit(s) or system; a current copy of which (including renewals thereof) shall be delivered to Landlord upon Landlord’s request thereof. Notwithstanding the foregoing, Landlord shall be responsible for the cost of any repair and/or replacement of the air conditioning unit(s) or system affecting the demised premises costing in excess of $5,000.00 which is (i) not covered by the terms of Tenant’s maintenance contract, (ii) not necessitated by the negligence or willful misconduct of Tenant, and/or (iii) outside the scope of ordinary repair. (e) Subject to Article and all other applicable provisions 13 of this Lease, Landlord shall supply air-have free and unrestricted access to all air conditioning service to the Premises through the Building’s central air-conditioning facilities (the “Building HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. equipment. Landlord reserves the right to interrupt, curtail, stop or suspend operation air conditioning when necessary because of the Building HVAC System at any time that Landlordaccident, in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons relating to the making of repairs, alterations or improvements (which in the Premises judgment of Landlord are desirable or necessary, or to comply with governmental restrictions in the Buildinguse of materials or in the use of the air conditioning system or because of difficulty in inability to secure supplies or labor because of strikes or other cause or causes beyond the reasonable control of Landlord, whether such cause or causes are similar or dissimilar to those hereinbefore mentioned, and except as may otherwise be provided for in this Lease, no diminution or abatement of Rent or other compensation shall or will be claimed by Tenant agrees that any such suspension in the operation nor affected or reduced by reason of the Building HVAC System may continue until such time as the reason causing such interruptions, curtailment, stoppage or suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspensionof air conditioning, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility if resumption is, or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond becomes, within Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible (subject use all diligent and reasonable efforts to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when requiredcause such resumption. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Date, Landlord shall make available to Tenant 103/4 tons of condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales tax, if applicable, subject to increase as provided for herein. Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and paid by Tenant within thirty (30) days after the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index thereto.

Air Conditioning. 35.01 Subject Tenant shall be permitted to use the equipment presently supplying air-conditioning service to the Premises (the “Existing HVAC Equipment”) Monday to Friday from 8:00 a.m. to 6:00 p.m. and on Saturdays from 9:00 a.m. to 1:00 pm, during the Building’s “Cooling Season” (which is currently May 15 through October 15) subject to and in accordance with the provisions of this Article Article. Landlord shall perform such work as is necessary, if any, in order to place the Existing HVAC Equipment in good working order (“Landlord’s Initial HVAC Work”) subject, however, to Tenant’s obligation to thereafter maintain and all other applicable repair the Existing HVAC Equipment in accordance with the provisions of this Lease, Article. Landlord shall perform Landlord’s Initial HVAC Work as promptly as is reasonably practical following the commencement of the Term hereof. Tenant acknowledges and agrees that air-conditioning service to the Premises shall be supplied through equipment operated, maintained and repaired by Tenant and that Landlord has no obligation to operate, maintain or to repair the said equipment or to supply air-conditioning service to the Premises through the Building’s central air-Premises. The Existing HVAC Equipment and all other air conditioning systems, equipment and facilities (the “Building HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlord, hereafter located in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in servicing the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons relating to the making of repairs, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental UnitsSystems”) including, without limitation, the ducts, dampers, registers, grilles and appurtenances utilized in connection with both the Existing HVAC Equipment and the Supplemental Systems (collectively hereinafter referred to as the “HVAC System”). Tenant , shall be solely responsiblemaintained, repaired and operated by Tenant in compliance with all present and future laws and regulations relating thereto at Tenant’s sole cost and expense. Tenant shall pay for all electricity consumed in the operation of the HVAC System, and Tenant's proportionate share of the electric current (and/or water, gas and steam) for the production of chilled and/or condenser water and its supply to maintainthe Premises, if applicable, which shall become the obligation of Tenant subject to the terms of Article 41 of this Lease. Tenant shall pay for all parts and supplies necessary for the proper operation of the HVAC System (and any restoration or replacement by Tenant of all or any part thereof shall be in quality and class at least equal to the original work or installations); provided, however, that Tenant shall not alter, modify, remove or replace the HVAC System, or any part thereof, without Landlord’s prior written consent. 35.02 Without limiting the generality of the foregoing, Tenant shall, at its own cost and expense, (a) cause to be performed all maintenance of the HVAC System, including all repairs and replacements thereto, and (b) commencing as of the date upon which Tenant shall first occupy the Premises for the conduct of its business, and thereafter throughout the Term of the Lease, maintain in force and provide a copy of same to Landlord an air conditioning service repair and replace full service maintenance contract covering the HVAC System in form satisfactory to Landlord with an air conditioning contractor or servicing organization approved by Landlord. All such Supplemental Units contracts shall provide for the thorough overhauling of the HVAC System at least once each year during the Term of this Lease and shall expressly state that (i) it shall be an automatically renewing contract terminable upon not less than thirty (30) days prior written notice to the Landlord (sent by certified mail, return receipt requested) and (ii) the contractor providing such service shall maintain a log at the Premises detailing the service provided during each visit pursuant to such contract. Tenant shall keep such log at the Premises and permit Landlord to review same promptly after Landlord's request. The HVAC System is and shall at all times remain the property of Landlord, and at the expiration or sooner termination of the Lease, Tenant shall surrender to Landlord the HVAC System in good working order and condition, subject to normal wear and tear and shall deliver to Landlord a copy of the service log. In the event that Tenant fails to obtain the contract required herein or perform any of the maintenance or repairs required hereunder, Landlord shall have no responsibility in connection with same. In connection with Tenant’s use the right, but not the obligation, to procure such contract and/or perform any such work and operation charge the Tenant as Additional Rent hereunder the cost of the Supplemental Units, commencing on the Commencement Date, Landlord same plus an administrative fee equal to fifteen percent (15%) of such cost which shall make available to Tenant 103/4 tons of condenser water (“Supplemental Condenser Water”) in connection with the operation be paid for by Tenant on demand. 35.03 Tenant acknowledges and agrees that any after-hours heat or air conditioning service requested by Tenant shall be furnished for a minimum of the Supplemental Unitsthree (3) hours per request on weekends and holidays, and a minimum of one (1) hour per request on weekdays. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing The price charged for after hours heating service as of the Commencement Date, Tenant date hereof shall pay to Landlord an annual charge of be $344.35 75.00 per ton of Supplemental Condenser Water (hour for the “Annual Condenser Water Charge”)entire Premises, plus sales tax, if applicable, subject to increase as provided for herein. Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and paid by Tenant within thirty (30) days after the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index theretofuture increases.

Air Conditioning. 35.01 Subject to the provisions of this Article 34.01 Tenant acknowledges and all other applicable provisions of this Lease, Landlord shall supply agrees that heat and air-conditioning service to the l:\Cyruli Documents\SLGreen\615 Madison Ave\Fitz & Co\Lease dr 07.doc 34 Premises shall be supplied through equipment installed, operated, maintained and repaired by Tenant and that Landlord has no obligation to install, operate, maintain or to repair the Building’s central said equipment or to supply heat or air-conditioning service to the Premises. All heat and air conditioning systems, equipment and facilities now or hereafter located in or servicing the Premises (the “Building "HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlordincluding, in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons all ducts, dampers, registers, grilles and appurtenances utilized in connection therewith, shall be maintained, repaired and operated by Tenant in compliance with all present and future laws and regulations relating to the making of repairs, alterations or improvements in the Premises or the Building, thereto at Tenant's sole cost and expense. Tenant agrees that any such suspension shall pay for all electricity consumed in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possibleSystems. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if pay for all parts and supplies necessary for the proper operation of the Building HVAC Systems (and any restoration or replacement by Tenant of all or any part thereof shall be in quality and class at least equal to the original work or installations); provided, however, that Tenant shall not install, alter, modify, remove or replace the HVAC Systems, or any part thereof, without Landlord's prior written consent, which consent shall be governed by the same standards as apply to Alterations under Article 8 ofthis Lease. 34.02 Without limiting the generality ofthe foregoing, Tenant shall, at its own cost and expense, (a) cause to be performed all maintenance ofthe HVAC System, including all repairs and replacements thereto, and (b) commencing as of the date upon which Tenant shall first occupy the Premises for the conduct of its business, and thereafter throughout the Term of this Lease, maintain in force and provide a copy ofsame to Landlord an air conditioning service repair and full service maintenance contract covering the HVAC System in form satisfactory to Landlord with an air conditioning contractor or servicing organization approved by Landlord. All such contracts shall provide for the thorough overhauling of the HVAC System at least once each year during the Term of this Lease and shall expressly state that (i) it shall be an automatically renewing contract terminable upon not less than thirty (30) days prior written notice to the Landlord (sent by certified mail, return receipt requested) and (ii) the contractor providing such service shall maintain a log at the Premises detailing the service provided during each visit pursuant to such contract. Tenant shall keep such log at the Premises and permit Landlord to review same promptly after Landlord's request. The HVAC System is prevented by strikes and shall at all times remain the property ofLandlord, and at the expiration or accidents or any cause beyond Landlord’s reasonable controlsooner termination of this Lease, or by Tenant shall surrender to Landlord the orders or regulations of any federalHVAC System in good working orderand condition, state, county or municipal authority or by failure subject to normal wearandtear and shall deliver to Landlord a copy of the equipment or electric current, steam and/or water or other required power sourceservice log. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periodsfails to obtain the contract required herein or perform anyof the maintenance or repairs required hereunder, Landlord shall furnish have the right, but not the obligation, to procure such after hours service through contract and/or perform any such work and charge the Building HVAC System provided that written notice is given Tenant as Additional Rent hereunder the cost of same plus an administrative fee equal to Landlord fifteen (1 5%) percent of such cost which shall be paid for by Tenant prior to 2:00 p.m. on Business Days preceding weekends demand. 34.03 If and so long as Tenant is not in default of this Lease after notice and the aforementioned holidays. Tenant shall reimburse Landlordexpiration of any cure period contained herein then, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to upon Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Date's election, Landlord shall make available to Tenant 103/4 up to sixteen ( 16) tons of condenser water (“Supplemental Condenser Water”) for use by Tenant in the Premises in connection with the operation by Tenant of the Supplemental Units. Subject HVAC System (the "Condenser provided that Tenant elects to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, have Landlord shall supply Supplemental such Condenser Water by notice {"Tenant's Condenser Water given to Landlord as part andparcel ofTenant' s Initial Alteration Work as reflected in Tenant's Plans, as defined in Article 51, below, which Tenant's Condenser Water Notice shall set forth the tonnage of Condenser Water requested by Tenant. In the event that Tenant shall fail to /:\Cyruli DocumentslSLGreen\625 Madison Ave\Fitz & Co\lease dr 07.doc 35 provide Landlord with Tenant's Condenser Water Notice in a timely manner or in the event that Tenant's Condenser Water Notice shall request less than the full sixteen (1 6) tons referred to above, then Tenant's access to Condenser Water or Tenant's access to the Premises balance of the sixteen (1 6) tons, as the case may be, shall be subject to availability on a twentyfirst-four (24) hour, 365 day come/first-served basis. Commencing as of the Commencement Date, . 34.04 Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water as Additional Rent hereunder the following charges (the “Annual Condenser Water Charge”), plus sales tax, if applicableifapplicable) in consideration of Landlord's agreement to make available to Tenant Condenser Water hereunder commencing as of the date upon which Tenant gives Tenant's Condenser Water Notice to Landlord, subject to increase as provided for herein. an annual charge of$700.00 per ton ofCondenser Water (the "Annual Condenser Water Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and shall be paid by Tenant within thirty ten (3010) days after demand. Commencing as ofthe first anniversary ofthe Commencement Date and on each aniversary ofthe Commencement Date thereafter during the issuance of a statement therefor. The Term and any extensions or renewals thereof, the Annual Condenser Water Charge shall be adjusted on January 1increased to an amount equal to the product obtained by multiplying: (x) the Annual Condenser Water Charge; by (y) a fraction, 2013 and on each January 1st the numerator of each subsequent year during which is the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - Items, New York Metropolitan Areaand New Jersey, base year 1984 = 100, as issued by All Urban Consumers (the Bureau of Labor Statistics for the month before the month in which the Commencement Date occurred of the United States Department of Laborsubject year, and the denominator ofwhich is the CPI for the month and year in which the Commencement Date occurred. 34.05 Landlord shall provide, at no additional cost to Tenant, heat to the Premises through the existing base Building perimeter heating system serving the Premises during the same hours on the same days in the cold season in each year. Landlord shall maintain and repair said perimeter heating system (other than the convector covers) within the Premises, in good order and condition, except where the need for such maintenance or repairs is caused by (i) the negligence or willful misconduct ofTenant, its members, partners, directors, officers, employees, representatives, servants, invitees, subtenants or licensees, or any successor index thereto(ii) a default by Tenant, or anyone claiming through Tenant, under the terms ofthis Lease, in either of which events (i) or (ii), above, such maintenance and repair shall be performed at Tenant's sole cost and expense, payable as Additional Rent hereunder.

Air Conditioning. 35.01 [Subject to the provisions of this Article 35 and all other applicable provisions of this Lease, Landlord shall supply air-conditioning service to the Premises through the Building’s central air-conditioning facilities (the “Building HVAC System”) during the HVAC Periods (and during non-HVAC Periods if requested by Tenant in accordance with the terms hereof) pursuant to the specifications detailed on Exhibit F annexed hereto as Exhibit F. hereto. Subject to Section 30.06, Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlord, in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affecteffect, either directly or indirectly, on the operation of the Building HVAC System, including without limitation, reasons relating to the making of repairs, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied (provided that Landlord shall diligently repair and remedy such suspension) and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension. Subject to Section 30.06, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant at least five (5) hours prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidaystime when such service is needed by Tenant. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non non-HVAC Period air-conditioning service at Landlord’s then-established rates then Actual AC Cost (which current rate as of the date hereof cost is $350.17 _______ per hour (plus a 5% surcharge for electricityhour) and which Actual AC Cost shall only be increased from time to time by Landlord’s actual increased out-of-pocket costs in connection therewith)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition. For purposes hereof, the three (3) supplemental airterm “Actual AC Cost” shall mean the actual out-of-pocket incremental extra costs to Landlord to provide non-HVAC Period air conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”)service without markup for profit or overhead. Tenant shall be solely responsibleIf Landlord’s Actual AC Cost is increased, at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Date, Landlord shall make available to Tenant 103/4 tons of condenser water (“Supplemental Condenser Water”) in connection with the operation promptly after written request by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales tax, if applicable, subject to increase as provided for herein. Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and paid by Tenant within given no later than thirty (30) days after the issuance Tenant receives notice of a statement thereforany such increase), Landlord shall provide reasonable evidence of any such increases in Landlord’s Actual AC Costs. The Annual Condenser Water Charge provision to Tenant of non-HVAC Period air-conditioning service shall be subject to any minimum hour union requirements in effect from time to time, which minimum requirements call for a minimum block of four (4) hours, unless such non-HVAC Period air-conditioning service is required for a period starting immediately after an HVAC Period (i.e., starting at 6:00 pm on a Business Day). If more than one tenant served by the same air conditioning zone as Tenant requests non-HVAC Period air conditioning service through such air conditioning zone during any non-HVAC Periods, the charge to Tenant shall be adjusted pro rata based on January the period of time each tenant, including Tenant, shall utilize such air conditioning zone and on the rentable area of the Building leased by each such tenant, including Tenant, within such air conditioning zone.]8 8 As noted above in footnote 1, 2013 Section 35.01 and on each January 1st of each subsequent year during Section 35.02 shall only apply with respect to the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index thereto23rd floor.

Air Conditioning. 35.01 Subject to the provisions of this Article and all other applicable provisions of this Lease, Landlord shall supply air-conditioning service to the Premises through the Building’s central air-conditioning facilities (the “Building HVAC System”) Monday to Friday from 8:00 a.m. to 6:00 p.m. during the Building’s “Cooling Season” (which is currently May 15 through October 15), subject to and in accordance with the provisions of this Lease. Tenant shall pay Tenant’s proportionate share of all electricity (and also water, gas and/or steam, if applicable) consumed in the operation of the Building HVAC Periods System and for the production of chilled and/or condenser water and its supply to the Premises. Subject to the review and approval by Landlord of Tenant’s Plans (as herein defined in Article 49), if supplementary air-conditioning equipment is required to accommodate Tenant’s special usage areas (i.e. computer rooms, conference rooms, cafeteria/lunchroom or any special usage which subjects a portion or the entire premises to a high density of office personnel and/or heat generating machines or appliances), Tenant shall be permitted to install air cooled supplemental air-conditioning equipment to service to the Premises (the “Supplemental A/C System”) including, without limitation, the ducts, dampers, registers, grilles and appurtenances utilized in connection therewith, provided that Tenant hereby acknowledges and agrees that at all times the Supplemental A/C System once installed by Tenant shall be and remain the property of Landlord and, further, that Tenant shall at all times, at its sole cost and expense, be responsible to operate, maintain, repair in good working order and in compliance with all present and future laws and regulations relating thereto at Tenant’s sole cost and expense. Tenant shall pay to Landlord, within twenty (20) days after demand as Additional Rent hereunder, charges for all electricity consumption in connection with the Supplemental A/C System, in accordance with the provisions of Article 41 of this Lease. Tenant shall pay for all parts and supplies necessary for the proper operation of the Supplemental A/C System (and any restoration or replacement by Tenant of all or any part thereof shall be in quality and class at least equal to the original work or installations. Without limiting the generality of the foregoing, Tenant shall at all times during the term hereof contract for and maintain regular service of said the Supplemental A/C System through an independent, licensed, professional third party maintenance company approved by Landlord and shall, within thirty (30) days of installation of the Supplemental A/C System, forward to Landlord a fully executed original copy of such contract. Such contract shall provide for the thorough overhauling of the Supplemental A/C System at least once each year during the Term of this Lease and shall expressly state that (i) it shall be an automatically renewing contract terminable upon not less than thirty (30) days prior written notice to the Landlord (sent by certified mail, return receipt requested) and (ii) the contractor providing such service shall maintain a log at the Premises detailing the service provided during each visit pursuant to such contract. Tenant shall keep such log at the specifications annexed hereto as Exhibit F. Premises and permit Landlord to review same promptly after Landlord’s request. Landlord reserves the right to suspend operation of the Building HVAC System and/or Supplemental A/C System, if any, at any time that Landlord, in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System and /or Supplemental A/C System, if any, including without limitation, reasons relating to the making of repairs, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System and/or Supplemental A/C System, if any, is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Date, Landlord shall make available to Tenant 103/4 tons of condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales tax, if applicable, subject to increase as provided for herein. Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and paid by Tenant within thirty (30) days after the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index thereto.

Air Conditioning. 35.01 Subject Tenant shall be permitted to use the equipment presently supplying air-conditioning service to the Premises (the "Existing HVAC Equipment") Monday to Friday from 8:00 a.m. to 6:00 p.m. during the Building's "Cooling Season" (which is currently May 15 through October 15) subject to and in accordance with the provisions of this Article Article. Tenant acknowledges and all other applicable provisions of this Leaseagrees that air-conditioning service to the Premises shall be supplied through equipment operated, maintained and repaired by Tenant and that Landlord shall has no obligation to operate, maintain or to repair the said equipment or to supply air-conditioning service to the Premises. The Existing HVAC Equipment and all other air conditioning systems, equipment and facilities hereafter located in or servicing the Premises through the Building’s central air-conditioning facilities (the “Building HVAC System”"Supplemental Systems") during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlordincluding, in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons the ducts, dampers, registers, grilles and appurtenances utilized in connection with both the Existing HVAC Equipment and the Supplemental Systems (collectively hereinafter referred to as the "HVAC System"), shall be maintained, repaired and operated by Tenant in compliance with all present and future laws and regulations relating to the making of repairs, alterations or improvements in the Premises or the Building, thereto at Tenant's sole cost and expense. Tenant agrees that any such suspension shall pay for all electricity consumed in the operation of the Building HVAC System may continue until such time as System, and Tenant's proportionate share of the reason causing such suspension has been remedied electric current (and/or water, gas and that Landlord steam) for the production of chilled and/or condenser water and its supply to the Premises, if applicable, which shall not be held responsible or be become the obligation of Tenant subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possiblethe terms of Article 41 of this Lease. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if pay for all parts and supplies necessary for the proper operation of the Building HVAC System (and any restoration or replacement by Tenant of all or any part thereof shall be in quality and class at least equal to the original work or installations); provided, however, that Tenant shall not alter, modify, remove or replace the HVAC System, or any part thereof, without Landlord's prior written consent. Landlord agrees that the Existing HVAC Equipment shall be (or is) of sufficient capacity to accommodate normal office usage and occupancy density excluding special usage areas (i.e., computer rooms, conference rooms, cafeteria/lunchroom or any special usage which subjects a portion or the entire Premises to a high density of office personnel and/or heat generating equipment, machines or appliances). 35.02 Without limiting the generality of the foregoing, Tenant shall, at its own cost and expense, (a) cause to be performed all maintenance of the HVAC System, including all repairs and replacements thereto, and (b) commencing as of the date upon which Tenant shall first occupy the Premises for the conduct of its business, and thereafter throughout the Term of the Lease, maintain in force and provide a copy of same to Landlord an air conditioning service repair and full service maintenance contract covering the HVAC System in form satisfactory to Landlord with an air conditioning contractor or servicing organization approved by Landlord. All such contracts shall provide for the thorough overhauling of the HVAC System at least once each year during the Term of this Lease and shall expressly state that (i) it shall be an automatically renewing contract terminable upon not less than thirty (30) days prior written notice to the Landlord (sent by certified mail, return receipt requested) and (ii) the contractor providing such service shall maintain a log at the Premises detailing the service provided during each visit pursuant to such contract. Tenant shall keep such log at the Premises and permit Landlord to review same promptly after Landlord's request. The HVAC System is prevented by strikes and shall at all times remain the property of Landlord, and at the expiration or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure sooner termination of the equipment or electric currentLease, steam and/or water or other required power source. Tenant shall surrender to Landlord shall be solely responsible (the HVAC System in good working order and condition, subject to reimbursement pursuant normal wear and tear and shall deliver to Article 49 hereof) to repair, maintain and/or replace Landlord a copy of the Building HVAC System, as and when required. 35.02 service log. In the event that Tenant shall require air conditioning service other than during HVAC Periodsfails to obtain the contract required herein or perform any of the maintenance or repairs required hereunder, Landlord shall furnish have the right, but not the obligation, to procure such after hours service through contract and/or perform any such work and charge the Building HVAC System provided that written notice is given Tenant as Additional Rent hereunder the cost of same plus an administrative fee equal to Landlord fifteen percent (15%) of such cost which shall be paid for by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hoursdemand. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Date, Landlord shall make available to Tenant 103/4 tons of condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge a fee for Landlord's maintenance and repair of the Existing HVAC Equipment (the "HVAC Repair Fee") at the rate of $344.35 1,200.00 per ton of Supplemental Condenser Water (annum which shall be added to and payable in monthly installments at the “same time and in the same manner as Fixed Annual Condenser Water Charge”), plus sales tax, if applicableRent under this Lease, subject to increase future increases as provided for hereinhereinafter set forth. Except as otherwise provided for hereinOn each anniversary of the Commencement Date of the Term of this Lease, all sums payable under this Article 35 the HVAC Repair Fee shall be deemed to be Additional Rent and paid increased by Tenant within thirty three (303%) days after percent on the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year HVAC Repair Fee payable during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for Januaryimmediately preceding twelve (12) month period, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index theretocompounded annually.

Air Conditioning. 35.01 Subject Tenant shall be permitted to exclusively use the equipment presently supplying air-conditioning service to Building (the “Existing HVAC Equipment”) subject to and in accordance with the provisions of this Article Article. Tenant acknowledges and all other applicable provisions of this Leaseagrees that air-conditioning service to the Building shall be supplied through equipment operated, maintained, repaired and replaced (as necessary) by Tenant and that Landlord shall has no obligation to operate, maintain, repair or replace the said equipment or to supply air-conditioning service to the Premises through the Building’s central air-conditioning facilities (the “Building HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlord, in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons relating to the making of repairs, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of except for the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period presently supplying air-conditioning service at Landlord’s then-established rates (which current rate as to the 3rd Floor Premises for the period prior to the 3rd Floor Commencement Date and except for the Lobby HVAC. The Existing HVAC Equipment and all other air conditioning systems, equipment and facilities hereafter located in or servicing the lobby of the date hereof is $350.17 per hour Building or the Premises(the “Supplemental Systems”) including, without limitation, the ducts, dampers, registers, grilles and appurtenances utilized in connection with both the Existing HVAC Equipment and the Supplemental Systems (plus a 5% surcharge for electricitycollectively hereinafter referred to as the “HVAC System”)) therefor; provided, that there shall be a minimum charge of four operated, maintained, repaired and replaced (4as necessary) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, by Tenant in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, compliance with all present and future laws and regulations relating thereto at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord . Tenant shall have no responsibility pay for all electricity consumed in connection with same. In connection with Tenant’s use and the operation of the Supplemental UnitsHVAC System, commencing on and Tenant’s proportionate share of the Commencement Dateelectric current (and/or water, Landlord shall make available to Tenant 103/4 tons gas and steam) for the production of chilled and/or condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall its supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales taxPremises, if applicable, which shall become the obligation of Tenant subject to increase as provided the terms of Article 41 of this Lease. Tenant shall pay for herein. Except as otherwise provided all parts and supplies necessary for herein, the proper operation of the HVAC System (and any restoration or replacement by Tenant of all sums payable under this Article 35 or any part thereof shall be deemed in quality and class at least equal to be Additional Rent and paid by the original work or installations); provided, however, that Tenant within thirty (30) days after shall not alter, modify, remove or replace the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of LaborHVAC System, or any successor index theretopart thereof, without Landlord’s prior written consent.

Air Conditioning. 35.01 Subject Tenant shall be permitted to use the equipment presently supplying air-conditioning service to the Premises (the "Existing HVAC Equipment") Monday to Friday from 8:00 to 6:00 p.m. during the Building's "Cooling Season" (which is currently May 15 through October 15) subject to and in accordance with the provisions of this Article Article. Landlord shall perform such work as is necessary, if any, in order to place the Existing HVAC Equipment in good working order ("Landlord's Initial HVAC Work") subject, however, to Tenant's obligation to thereafter maintain and all other applicable repair the Existing HVAC Equipment in accordance with the provisions of this Lease, Article. Landlord shall perform Landlord's Initial HVAC Work as promptly as is reasonably practical following the commencement of the Term hereof, Tenant acknowledges and agrees that air-conditioning, service to the Premises shall be supplied through equipment operated, maintained and repaired by Tenant and that Landlord has no obligation to operate, maintain or to repair the said equipment or to supply air-conditioning service to the Premises through the Building’s central air-Premises. The Existing HVAC Equipment and all other air conditioning systems, equipment and facilities (the “Building HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlord, hereafter located in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in servicing the Premises or within {the Building which has an adverse affect"Supplemental Systems") including, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons the ducts, dampers, registers, grilles and appurtenances utilized in connection with both the Existing HVAC Equipment and the Supplemental Systems (collectively hereinafter referred to as the "HVAC System"), shall be maintained, repaired and operated by Tenant in compliance with all present and future laws and regulations relating to the making of repairs, alterations or improvements in the Premises or the Building, thereto at Tenant's sole cost and expense. Tenant agrees that any such suspension shall pay for all electricity consumed in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In Tenant's proportionate share of the event that Tenant shall require air conditioning service other than during HVAC Periodselectric current (and or water, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends gas and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30steam) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord production of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Date, Landlord shall make available to Tenant 103/4 tons of chilled and/or condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall its supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales taxPremises, if applicable, which shall become the obligation of Tenant subject to increase as provided the terms of Article 41 of this Lease Tenant shall pay for herein. Except as otherwise provided all parts and supplies necessary for herein, the proper operation of the HVAC System (and any restoration or replacement by Tenant of all sums payable under this Article 35 or any part thereof shall be deemed in quality and class at least equal to be Additional Rent and paid by the original work or installations); provided, however, that Tenant within thirty (30) days after shall not alter, modify, remove or replace the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of LaborHVAC System, or any successor index theretopart thereof, without Landlord's prior written consent.

Air Conditioning. 35.01 Subject to Supplementing the provisions of this Article 9 hereof, Landlord shall provide air conditioning to the Premises, through the presently existing equipment and all other applicable provisions facilities servicing the Premises, from May 15th to October 15th in each year during the term of the Lease. Monday through Friday from 8 a.m. to 6 p.m., and on Saturdays from 8:00 am to 12:00 Noon (after hours air conditioning to be furnished, after reasonable advance request by Tenant in writing, at Landlord's then standard building rates for same). Tenant shall reimburse Landlord, in accordance with Article 40 of this Lease, for electricity consumed by such equipment and facilities in providing air conditioning to the Premises. Tenant acknowledges and agrees that the air conditioning equipment and facilities servicing the Premises are Landlord's property, however, Tenant shall keep, maintain and repair such equipment and all of the facilities including, without limitation, the ducts, dampers, registers, grilles and appurtenances utilized in connection therewith: In connection therewith, Tenant shall at all times during the term hereof contract for and maintain regular service of said air conditioning equipment and related facilities through an independent, licensed, professional third-party maintenance company approved by Landlord and shall, within (30) days of the commencement of the term of this Lease, forward to Landlord a fully executed original copy of such contract. Tenant shall also forward to Landlord within thirty (30) days of their execution by the parties thereto any and all renewals and modifications thereof. Said contract shall include the thorough overhauling of the air conditioning systems and facilities servicing the Premises at least once each year during the term of this Lease. Any restoration or replacement by Tenant of all or any part of the air conditioning equipment shall be in quality and class equal to the original work or installations. In the event that Tenant fails to perform the aforementioned maintenance and repair of the existing air conditioning equipment and facilities servicing the Premises or fails to enter into and maintain the referenced service contract Landlord may following twenty (20) days' written notice to Tenant and Tenant's failure to cure such non-performance, at Tenant's sole cost and expense payable by Tenant upon demand as additional rent hereunder, perform any necessary maintenance or enter into such service contract for the Premises. Provided that Tenant performs the referenced maintenance and repair of the existing air conditioning equipment and enters into the above-referenced service contract, Landlord shall supply air-be responsible for the replacement, as necessary, of major components of the air conditioning service mechanical equipment (e.g., without limitation, the compressor and pumps), provided that any such replacement are not necessitated by the negligence or willful misconduct of Tenant, its employees, representatives, servants or invitees, in which event Tenant shall be solely responsible for the cost of same. If supplementary air conditioning equipment and/or facilities are required to accommodate Tenant's special usage areas (e.g., without limitation computer rooms, conference rooms, cafeteria/lunchrooms or any special usage which subjects a portion or the entire Premises through the Building’s central air-to a high density of office personnel and/or heat generating machinery or appliances), it shall be Tenant's responsibility to furnish, install, maintain, repair and operate, subject to Landlord's written approval, which approval shall not be unreasonably withheld, any necessary supplementary air conditioning equipment and/or facilities (the “Building HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. at its sole cost and expense. Landlord reserves reserve the right to suspend the operation of the Building HVAC System all air conditioning equipment and facilities at any time that Landlord, in its reasonable sole judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC Systemnecessary, including without limitation, reasons relating to the making of accidents, emergencies, repairs, alterations alterations, or improvements in the Premises or the Building, and . Tenant agrees that any such suspension in the operation of the Building HVAC System air conditioning equipment and/or facilities may continue until such time as the reason causing basis for such suspension has been remedied and that Landlord shall not be held responsible or be liable to Tenant for any damages suffered by Tenant in connection therewith subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possiblethe terms of this Lease and unless resulting from Landlord's negligence or willful misconduct. Tenant further agrees that Landlord shall have no responsibility not be responsible or liability to liable for any damages suffered by Tenant if operation of the Building HVAC System air conditioning equipment and/or facilities is prevented by strikes labor unrest, strikes, shortages or accidents or any cause beyond Landlord’s 's reasonable control, or by the orders or regulations of any federalFederal, stateState, county County or municipal local authority or by failure of the equipment and/or facilities or electric electrical current, steam and/or water or other required necessary power source. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Date, Landlord shall make available to Tenant 103/4 tons of condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales tax, if applicable, subject to increase as provided for herein. Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and paid by Tenant within thirty (30) days after the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index thereto.CHANGES AND ALTERATIONS

Air Conditioning. 35.01 Subject 50.01 Tenant shall be permitted the use of and to operate the air conditioning equipment serving the Demised Premises (the "Air Conditioning Unit"), which Landlord agrees to deliver to Tenant in working order. Tenant acknowledges and agrees that the Air Conditioning Unit is Landlord's property; however, Tenant shall nevertheless, keep, maintain, and repair, restore and replace the ducts, dampers, registers, grilles and appurtenances utilized in connection therewith; and, in addition, Tenant shall at all times during the term hereof contract for and maintain regular service of said Air Conditioning Unit and related equipment with a recognized maintenance company and shall forward to Landlord duplicate executed original copies of such contract and all renewals and modifications thereof. Notwithstanding the foregoing provisions of this Article Section 50.01, unless the same shall arise from the negligent or willful act or omission of Tenant, its agents or employees, Landlord shall, at Landlord's sole cost and all other applicable provisions expense, be responsible for the repair, maintenance, replacement and restoration of the compressor of the Air Conditioning Unit. Tenant shall keep said contract in full force and effect during the term of this Lease. If Tenant fails to make such repairs, restoration or replacements to, and maintain, such Air Conditioning Unit and related equipment; or if Tenant fails to obtain or keep the aforesaid service contract in force and effect, the same may be made, performed, obtained or maintained by Landlord at the expense of Tenant and such expense shall supply air-be collectible as additional rent and shall be paid by Tenant within 15 days after rendition of a bxxx therefor. Any restoration or replacements of all or any part of the Air Conditioning Unit and related equipment shall be in quality and class equal to the original work of installations. Tenant shall comply with all of the laws, orders, rules and regulations including payments of all fees, permits and authorizations of all governmental authorities having jurisdiction thereof, including the City of New York Fire Bureau of Fire Prevention, local board of fire underwriters or any similar body at Tenant's sole cost and expense. 50.02 Use of the Demised Premises, or any part thereof, in a manner exceeding the design conditions thereof (including occupancy and connected electrical load) for heating and air conditioning service in the Demised Premises, or rearrangement of partitioning which interferes with normal heating and air conditioning service in the Demised Premises, or the use of computer or data processing machines, may require changes in the systems servicing the Demised Premises. Such changes, so occasioned, shall be made by Landlord, at Tenant's expense. Tenant agrees to lower and keep closed the venetian blinds or other window coverings in the Demised Premises, whenever required, for the proper operation of the air conditioning service. No supplemental heating, ventilating or air conditioning equipment shall be installed or utilized by Tenant in the Demised Premises through the Building’s central air-conditioning facilities (the “Building HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. without Landlord's prior consent, which consent shall not be unreasonably withheld or delayed. 50.03 Landlord reserves the right to interrupt, curtail or suspend operation the services required to be furnished by Landlord under this Article when the necessity therefor arises by reason of accident, emergency, mechanical breakdown or when required by any law, order or regulation of any Federal, State, County or Municipal authority or for any other cause beyond the reasonable control of Landlord. Landlord shall use due diligence to complete all required repairs or other necessary work as quickly as possible so that Tenant's inconvenience resulting therefrom may be for as short a period of time as circumstances will permit, except that nothing shall be construed so as to require Landlord to employ overtime help. In the event there is an interruption or suspension of such services for more than ten (10) business days after written notice thereof is provided to Landlord and due to such failure of services Tenant is unable to reasonably conduct its business in the Demised Premises and Tenant vacates the Demised Premises, then beginning after such ten (10) day period, Tenant’s obligation to pay Fixed Annual Rent and Additional Rent hereunder shall axxxx until such failure is cured, provided such failure of services is not as result of the Building HVAC System at negligence or willful misconduct of the Tenant, its agents, servants, employees, contractors or subcontractors. However, there shall be no rent abatement in the event of any time that Landlordforce of nature (including but not limited to, in its reasonable judgmenta tornado, deems it necessary to do so for reasons such as accidentsflooding, emergencies hurricane or earthquake) or any situation arising in other event beyond the Premises reasonable control of Landlord (including but not limited to war, terrorism, black outs or within strike) it being agreed that financial inability to perform shall not be deemed an event beyond the Building which has an adverse affectreasonable control of Landlord. Essential services as used herein shall mean access, either directly or indirectlyelectricity, on the operation of Building HVAC SystemHVAC, including without limitation, reasons relating water and all elevator service. 50.04 Notwithstanding anything to the making of repairscontrary aforesaid, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension it shall pay, as additional rent the cost of the electric current used in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspensionequipment, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord which electrical current shall be solely responsible (subject to reimbursement measured and paid pursuant to the terms of Article 49 37 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental Units”). Tenant shall be solely responsible, at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord shall have no responsibility in connection with same. In connection with Tenant’s use and operation of the Supplemental Units, commencing on the Commencement Date, Landlord shall make available to Tenant 103/4 tons of condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales tax, if applicable, subject to increase as provided for herein. Except as otherwise provided for herein, all sums payable under this Article 35 shall be deemed to be Additional Rent and paid by Tenant within thirty (30) days after the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index thereto.

Air Conditioning. 35.01 Subject Tenant shall be permitted to use the equipment presently supplying air-conditioning service to the Premises (the “Existing HVAC Equipment”) Monday to Friday from 8:00 a.m. to 6:00 p.m. during the Building’s “Cooling Season” (which is currently May 15 through October 15) subject to and in accordance with the provisions of this Article Article. Tenant acknowledges and all other applicable provisions of this Leaseagrees that air-conditioning service to the Premises shall be supplied through equipment operated, maintained and repaired by Tenant and that Landlord shall has no obligation to operate, maintain or to repair the said equipment or to supply air-conditioning service to the Premises through the Building’s central air-Premises. The Existing HVAC Equipment and all other air conditioning systems, equipment and facilities (the “Building HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlord, hereafter located in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in servicing the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons relating to the making of repairs, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental UnitsSystems”) including, without limitation, the ducts, dampers, registers, grilles and appurtenances utilized in connection with both the Existing HVAC Equipment and the Supplemental Systems (collectively hereinafter referred to as the “HVAC System”). Tenant , shall be solely responsiblemaintained, repaired and operated by Tenant in compliance with all present and future laws and regulations relating thereto at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord . Tenant shall have no responsibility pay for all electricity consumed in connection with same. In connection with Tenant’s use and the operation of the Supplemental UnitsHVAC System, commencing on and Tenant's proportionate share of the Commencement Dateelectric current (and/or water, Landlord shall make available to Tenant 103/4 tons gas and steam) for the production of chilled and/or condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall its supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales taxPremises, if applicable, which shall become the obligation of Tenant subject to increase as provided the terms of Article 41 of this Lease. Tenant shall pay for herein. Except as otherwise provided all parts and supplies necessary for herein, the proper operation of the HVAC System (and any restoration or replacement by Tenant of all sums payable under this Article 35 or any part thereof shall be deemed in quality and class at least equal to be Additional Rent and paid by the original work or installations); provided, however, that Tenant within thirty (30) days after shall not alter, modify, remove or replace the issuance of a statement therefor. The Annual Condenser Water Charge shall be adjusted on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of LaborHVAC System, or any successor index theretopart thereof, without Landlord’s prior written consent.

Air Conditioning. 35.01 Subject Tenant shall be permitted to use the equipment presently supplying air-conditioning service to the Premises (the “Existing HVAC Equipment”) Monday to Friday from 8:00 a.m. to 6:00 p.m. during the Building’s “Cooling Season” (which is currently May 15 through October 15) subject to and in accordance with the provisions of this Article Article. Landlord shall perform such work as is necessary, if any, in order to place the Existing HVAC Equipment in working order (“Landlord’s Initial HVAC Work”) subject, however, to Tenant’s obligation to thereafter maintain and all other applicable repair the Existing HVAC Equipment in accordance with the provisions of this Lease, Article. Landlord shall perform Landlord’s Initial HVAC Work as promptly as is reasonably practical following the commencement of the Term hereof. Tenant acknowledges and agrees that air-conditioning service to the Premises shall be supplied through equipment operated, maintained and repaired by Tenant and that Landlord has no obligation to operate, maintain or to repair the said equipment or to supply air-conditioning service to the Premises through the Building’s central air-Premises. The Existing HVAC Equipment and all other air conditioning systems, equipment and facilities (the “Building HVAC System”) during the HVAC Periods pursuant to the specifications annexed hereto as Exhibit F. Landlord reserves the right to suspend operation of the Building HVAC System at any time that Landlord, hereafter located in its reasonable judgment, deems it necessary to do so for reasons such as accidents, emergencies or any situation arising in servicing the Premises or within the Building which has an adverse affect, either directly or indirectly, on the operation of Building HVAC System, including without limitation, reasons relating to the making of repairs, alterations or improvements in the Premises or the Building, and Tenant agrees that any such suspension in the operation of the Building HVAC System may continue until such time as the reason causing such suspension has been remedied and that Landlord shall not be held responsible or be subject to any claim by Tenant due to such suspension, provided that Landlord shall use reasonable efforts to restore any such services as promptly as possible. Tenant further agrees that Landlord shall have no responsibility or liability to Tenant if operation of the Building HVAC System is prevented by strikes or accidents or any cause beyond Landlord’s reasonable control, or by the orders or regulations of any federal, state, county or municipal authority or by failure of the equipment or electric current, steam and/or water or other required power source. Landlord shall be solely responsible (subject to reimbursement pursuant to Article 49 hereof) to repair, maintain and/or replace the Building HVAC System, as and when required. 35.02 In the event that Tenant shall require air conditioning service other than during HVAC Periods, Landlord shall furnish such after hours service through the Building HVAC System provided that written notice is given to Landlord by Tenant prior to 2:00 p.m. on Business Days preceding weekends and the aforementioned holidays. Tenant shall reimburse Landlord, as Additional Rent, within thirty (30) days after receipt of an invoice from Landlord evidencing the same, for the provision by Landlord of non HVAC Period air-conditioning service at Landlord’s then-established rates (which current rate as of the date hereof is $350.17 per hour (plus a 5% surcharge for electricity)) therefor; provided, that there shall be a minimum charge of four (4) hours for any time period of additional service that neither immediately precedes nor immediately follows Business Hours. 35.03 On the Commencement Date, Landlord shall deliver to Tenant, in their “as is” condition, the three (3) supplemental air-conditioning units existing in the Premises as of the date hereof (the “Supplemental UnitsSystems”) including, without limitation, the ducts, dampers, registers, grilles and appurtenances utilized in connection with both the Existing HVAC Equipment and the Supplemental Systems (collectively hereinafter referred to as the “HVAC System”). Tenant , shall be solely responsiblemaintained, repaired and operated by Tenant in compliance with all present and future laws and regulations relating thereto at Tenant’s sole cost and expense, to maintain, repair and replace such Supplemental Units and Landlord . Tenant shall have no responsibility pay for all electricity consumed in connection with same. In connection with Tenant’s use and the operation of the Supplemental UnitsHVAC System, commencing on and Tenant’s proportionate share of the Commencement Dateelectric current (and/or water, Landlord shall make available to Tenant 103/4 tons gas and steam) for the production of chilled and/or condenser water (“Supplemental Condenser Water”) in connection with the operation by Tenant of the Supplemental Units. Subject to any provision of this Lease relating to stoppage of services and Landlord’s inability to perform, Landlord shall its supply Supplemental Condenser Water to the Premises on a twenty-four (24) hour, 365 day basis. Commencing as of the Commencement Date, Tenant shall pay to Landlord an annual charge of $344.35 per ton of Supplemental Condenser Water (the “Annual Condenser Water Charge”), plus sales taxPremises, if applicable, which shall become the obligation of Tenant subject to increase as provided the terms of Article 41 of this Lease. Tenant shall pay for herein. Except as otherwise provided all parts and supplies necessary for herein, the proper operation of the HVAC System (and any restoration or replacement by Tenant of all sums payable under this Article 35 or any part thereof shall be deemed in quality and class at least equal to the original work or installations); provided, however, that Tenant shall not alter, modify, remove or replace the HVAC System, or any part thereof, without Landlord’s prior written consent. 35.02 Without limiting the generality of the foregoing, Tenant shall, at its own cost and expense, (a) cause to be Additional Rent performed all maintenance of the HVAC System, including all repairs and paid replacements thereto, and (b) commencing as of the date upon which Tenant shall first occupy the Premises for the conduct of its business, and thereafter throughout the Term of the Lease, maintain in force and provide a copy of same to Landlord an air conditioning service repair and full service maintenance contract covering the HVAC System in form satisfactory to Landlord with an air conditioning contractor or servicing organization approved by Tenant within Landlord. All such contracts shall provide for the thorough overhauling of the HVAC System at least once each year during the Term of this Lease and shall expressly state that (i) it shall be an automatically renewing contract terminable upon not less than thirty (30) days prior written notice to Landlord (sent by certified mail, return receipt requested) and (ii) the contractor providing such service shall maintain a log at the Premises detailing the service provided during each visit pursuant to such contract. Tenant shall keep such log at the Premises and permit Landlord to review same promptly after the issuance of a statement thereforLandlord’s request. The Annual Condenser Water Charge HVAC System is and shall at all times remain the property of Landlord, and at the expiration or sooner termination of the Lease, Tenant shall surrender to Landlord the HVAC System in good working order and condition, subject to normal wear and tear and shall deliver to Landlord a copy of the service log. In the event that Tenant fails to obtain the contract required herein or perform any of the maintenance or repairs required hereunder, Landlord shall have the right, but not the obligation, to procure such contract and/or perform any such work and charge Tenant as Additional Rent hereunder the cost of same plus an administrative fee equal to fifteen percent (15%) of such cost which shall be adjusted paid for by Tenant on January 1, 2013 and on each January 1st of each subsequent year during the Term by the percentage change in the Consumer Price Index for such January over the Consumer Price Index for January, 2012. The term “Consumer Price Index” as used herein shall mean, The Consumer Price Index, All Items - New York Metropolitan Area, base year 1984 = 100, as issued by the Bureau of Labor Statistics of the United States Department of Labor, or any successor index theretodemand.