10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended May 31, 2012

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-7422

STANDARD MICROSYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	11-2234952
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
80 Arkay Drive, Hauppauge, New York	11788-3728
(Address of Principal Executive Offices)	(Zip Code)

(631) 435-6000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x    No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

As of June 29, 2012 there were 23,150,580 shares of the registrant’s common stock outstanding.

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of May 31, 2012 and February 29, 2012	3
	Condensed Consolidated Statements of Operations for the Three-Month Periods Ended May 31, 2012 and 2011	4
	Condensed Consolidated Statements of Comprehensive Income for the Three-Month Periods Ended May 31, 2012 and 2011	5
	Condensed Consolidated Statements of Cash Flows for the Three-Month Periods Ended May 31, 2012 and 2011	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	26
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	28
Item 6.	Exhibits	28
Signature		29
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 10.5
Exhibit 10.6
Exhibit 10.7
Exhibit 31.1
Exhibit 31.2
Exhibit 32
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

2

PART I

Item 1. — Financial Statements

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)	May 31, 2012			February 29, 2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	161,824		$	147,054
Accounts receivable, net		60,399			50,986
Inventories		37,623			36,622
Deferred income taxes, net		19,610			15,773
Other current assets		9,496			15,010
Total current assets		288,952			265,445
Property, plant and equipment, net		62,063			64,423
Goodwill		113,050			114,433
Intangible assets, net		27,960			30,587
Long-term investments, net		25,605			25,680
Investments in equity securities		2,042			2,042
Deferred income taxes, net		8,200			7,781
Other assets		3,590			3,595
TOTAL ASSETS	$	531,462		$	513,986
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	21,354		$	18,677
Deferred income from distribution		18,659			18,449
Accrued expenses and other liabilities		79,209			61,492
Total current liabilities		119,222			98,618
Deferred income taxes		-			-
Other liabilities		20,540			21,001
Commitments and contingencies
Shareholders’ equity:
Preferred stock		-			-
Common stock		2,898			2,813
Additional paid-in capital		399,833			380,501
Retained earnings		120,790			137,953
Treasury stock,  at cost		(133,406	)		(132,384	)
Accumulated other comprehensive income		1,585			5,484
Total shareholders’ equity		391,700			394,367
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	531,462		$	513,986

See Accompanying Notes to Condensed Consolidated Financial Statements

3

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)	Three Months Ended May 31,
	2012			2011
	(Unaudited)
Sales and revenues		103,078			103,495
Costs of goods sold		46,902			47,710
Gross profit on sales and revenues		56,176			55,785
Operating expenses:
Research and development		31,956			24,527
Selling, general and administrative		44,202			23,229
Restructuring charges		7			343
Revaluation of contingent consideration		(801	)		17
(Loss) income from operations		(19,188	)		7,669
Interest income		40			118
Interest expense		(28	)		(38	)
Other (expense) income, net		(70	)		142
(Loss) income before income taxes		(19,246	)		7,891
(Benefit from) provision for income taxes		(2,083	)		1,714
Net (loss) income	$	(17,163	)	$	6,177
Net (loss) income per share:
Basic	$	(0.76	)	$	0.27
Diluted	$	(0.76	)	$	0.26
Weighted average common shares outstanding:
Basic		22,522			23,059
Diluted		22,522			23,557

See Accompanying Notes to Condensed Consolidated Financial Statements

4

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)	Three Months Ended May 31
	2012			2011
	(Unaudited)
Net (loss) income	$	(17,163	)	$	6,177
Other comprehensive (loss) income:
Change in foreign currency translation adjustments		(3,824	)		2,534
Unrealized (loss) on investments		(75	)		(13	)
Total comprehensive (loss) income	$	(21,062	)	$	8,698

See Accompanying Notes to Condensed Consolidated Financial Statements

5

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)	Three Months Ended May 31,
	2012			2011
	(Unaudited)
Cash flows provided by operating activities:
Net (loss) income	$	(17,163	)	$	6,177
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		7,806			7,095
Foreign exchange loss(gain)		267			(115	)
Excess tax benefits from stock-based compensation		(908	)		(85	)
Stock-based compensation		20,993			3,113
Deferred income taxes		(4,063	)		12,842
Losses on sales of property, plant and equipment		87			-
Non-cash restructuring charges		-			73
Recoveries of sales returns and allowances		(47	)		(92	)
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable		(9,814	)		(10,960	)
Inventories		(1,074	)		(5,586	)
Accounts payable, accrued expenses and other liabilities		5,351			(6,008	)
Deferred income from distribution		210			5,500
Accrued restructuring charges		(245	)		(1,783	)
Income taxes receivable and payable		6,336			(12,841	)
Other changes, net		(2,239	)		972
Net cash provided by operating activities		5,497			(1,698	)
Cash flows from investing activities:
Capital expenditures		(2,560	)		(3,030	)
Acquisition of business, net of cash acquired (BridgeCo)		-			(40,968	)
Sales and maturities of short-term and long-term investments		-			175
Net cash (used in) provided by investing activities		(2,560	)		(43,823	)
Cash flows from financing activities:
Excess tax benefits from stock-based compensation		908			85
Proceeds from issuance of common stock		15,770			2,064
Net proceeds from building sale (Note 8)		729			-
Purchases of treasury stock		(1,023	)		(426	)
Payments for contingent consideration		(771	)		-
Repayments of obligations under supplier financing arrangements		(2,383	)		(1,414	)
Net cash (used in) provided by financing activities		13,230			309
Effect of foreign exchange rate changes on cash and cash equivalents		(1,397	)		754
Net (decrease) increase in cash and cash equivalents		14,770			(44,458	)
Cash and cash equivalents at beginning of period		147,054			170,387
Cash and cash equivalents at end of period	$	161,824		$	125,929

See Accompanying Notes to Condensed Consolidated Financial Statements

6

STANDARD MICROSYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and related disclosures of Standard Microsystems Corporation and subsidiaries (“SMSC” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”), reflecting all adjustments (consisting only of normal, recurring adjustments) which in management’s opinion are necessary to present fairly the Company’s financial position as of May 31, 2012, results of operations and comprehensive income for the three-month periods ended May 31, 2012 and 2011 and cash flows for the three-month periods ended May 31, 2012 and 2011 (collectively, including accompanying notes and disclosures, the “Interim Financial Statements”). The February 29, 2012 balance sheet information has been derived from audited financial statements, but does not include all information or disclosures required by U.S. GAAP.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of sales and revenues and expenses during the reporting period. Actual results may differ from those estimates, and such differences may be material to the Company’s financial statements.

These Interim Financial Statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended February 29, 2012 included in the Company’s Annual Report on Form 10-K, as filed on April 23, 2012 with the SEC (the “Fiscal 2012 Form 10-K”).

Results of operations for interim periods are not necessarily indicative of results to be expected for the full fiscal year or any future periods.

2. Acquisition by Microchip

On May 1, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Microchip Technology Incorporated (“Parent”) and Microchip Technology Management Co. a wholly owned subsidiary of Parent (“Merger Sub”) for $37.00 in cash for each share of common stock outstanding. The Merger Agreement provides for the acquisition of the Company by Parent by means of a merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

The closing of the Merger is subject to customary closing conditions, including: (1) adoption of the Merger Agreement by the Company’s stockholders; (2) absence of any law or order prohibiting the consummation of the Merger; and (3) expiration or termination of the applicable Hart-Scott-Rodino waiting period and receipt of certain other regulatory approvals.

Refer to the Form 8-K filed by the Company with the Securities and Exchange Commission on May 1, 2012 for additional information.

3. Recent Accounting Standards

In June 2011, the FASB issued Accounting Standards Update 2011 - 05, “Presentation of Comprehensive Income” (“ASU 2011 - 05”), which provides guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011 – 05 was adopted by the Company in the three months ended May 31, 2012. The adoption of ASU 2011 - 05 did not have a material effect on the consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update 2011 - 04, “Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS” (“ASU 2011 - 04”), which provides additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. ASU 2011 – 04 was adopted by the Company in the three months ended May 31, 2012. The adoption of ASU 2011 - 04 did not have a material effect on the consolidated financial statements.

4. Fair Value Measurements

The Company’s financial assets and liabilities are measured and recorded at fair value. The Company’s non-financial assets (including: goodwill, intangible assets, property, plant and equipment) are measured at fair value when initially recorded for purchase accounting allocation and when an impairment charge is recognized. Contingent consideration on acquisitions is measured at fair value at each reporting period. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

7

The following tables present the recurring fair value measurements within the three levels of fair value hierarchy under U.S. GAAP of the Company’s financial assets, including investments, cash surrender value of life insurance policies, cash equivalents, non-financial liabilities, and contingent consideration (in thousands):

	May 31, 2012
	Total Fair Value		Level 1		Level 2		Level 3
Assets:
Auction rate securities	$	25,605	$	-	$	450	$	25,155
Money market funds		48,155		48,155		-		-
Other assets-cash surrender value		1,652		-		1,652		-
Total Assets	$	75,412	$	48,155	$	2,102	$	25,155
Liabilities:
Contingent consideration	$	2,040	$	-	$	-	$	2,040
Total Liabilities	$	2,040	$	-	$	-	$	2,040

	Febraury 29, 2012
	Total Fair Value		Level 1		Level 2		Level 3
Assets:
Auction rate securities	$	25,680	$	-	$	-	$	25,680
Money market funds		16,833		16,833		-		-
Other assets-cash surrender value		1,650		-		1,650		-
Total Assets	$	44,163	$	16,833	$	1,650	$	25,680
Liabilities:
Contingent consideration	$	4,251	$	-	$	-	$	4,251
Total Liabilities	$	4,251	$	-	$	-	$	4,251

The Company groups money market funds using a Level 1 valuation because market prices were readily available. Level 2 financial assets and liabilities represent the fair value of cash surrender value of life insurance and those auction rate securities that were liquidated at par subsequent to May 31, 2012.

The assets grouped for Level 3 valuation included auction rate securities consisting of AAA rated securities mainly collateralized by student loans guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program (“FFELP”), as well as auction rate preferred securities ($6.1 million at par) which are AAA rated and part of a closed end fund that must maintain an asset ratio of 2 to 1. Level 3 liabilities consist of contingent consideration from acquisitions. See Note 17 — Commitments and Contingencies, for further discussion on contingent consideration arrangements, including fair value disclosures.

The fair value of financial instruments that lack significant observable inputs are classified as Level 3. However, the fair value determination for Level 3 financial instruments may consider some observable market inputs.

8

The following table presents the changes of the Company’s major classes of assets and liabilities measured at fair value using Level 3 inputs (in thousands):

Assets:	Three Months Ended May 31, 2012
Balance at beginning of period	$	25,680
Transfers out to Level 2 (Auction Rate Securities with market inputs)		(450	)
Unrealized losses included in accumulated other comprehensive income		(75	)
Balance as of May 31, 2012	$	25,155
Liabilities:
Balance at beginning of period	$	4,251
Level 3 liabilities settled		(1,410	)
Gains included in earnings		(801	)
Balance as of May 31, 2012	$	2,040

The following tables summarize the composition of the Company’s investments (in thousands):

								Classification on Balance Sheet
May 31, 2012	Cost		Gross Unrealized Losses			Aggregate Fair Value		Cash and Cash Equivalents		Long-Term Investments
Auction rate securities	$	27,775	$	(2,170	)	$	25,605	$	-	$	25,605
Money market funds		48,155		-			48,155		48,155		-
	$	75,930	$	(2,170	)	$	73,760	$	48,155	$	25,605

								Classification on Balance Sheet
February 29, 2012	Cost		Gross Unrealized Losses			Aggregate Fair Value		Cash and Cash Equivalents		Long-Term Investments
Auction rate securities	$	27,775	$	(2,095	)	$	25,680	$	-	$	25,680
Money market funds		16,834		-			16,834		16,834		-
	$	44,609	$	(2,095	)	$	42,514	$	16,834	$	25,680

The Company classifies all marketable debt and equity securities with remaining contractual maturities of greater than one year as long-term investments. As of May 31, 2012 the Company held approximately $25.6 million of investments in auction rate securities (net of $2.2 million in gross unrealized losses) with maturities ranging from 9 years to 29 years, all classified as available-for-sale. Auction rate securities are long-term variable rate bonds tied to short-term interest rates that were, until February 2008, reset through a “Dutch auction” process. As of May 31, 2012, all of the Company’s auction rate securities were “AAA” rated by one or more of the major credit rating agencies.

Historically, the carrying value (par value) of the auction rate securities approximated fair market value due to the frequent resetting of variable interest rates. Beginning in February 2008, however, the auctions for auction rate securities began to fail and were largely unsuccessful. As a result, the interest rates on the investments reset to the maximum rate per the applicable investment offering statements. The types of auction rate securities generally held by the Company have historically traded at par and are callable at par at the option of the issuer.

The par (invested principal) value of the auction rate securities associated with these failed auctions will not be accessible to the Company until a successful auction occurs, a buyer is found outside of the auction process, the securities are called or the underlying securities have matured. In light of these liquidity constraints, the Company performed a valuation analysis to determine the estimated fair value of these investments. The fair value of these investments was based on a trinomial discount model. This model considers the probability of three potential occurrences for each auction event through the maturity date of the security. The three potential outcomes for each auction are (i) successful auction/early redemption, (ii) failed auction and (iii) issuer default. Inputs in determining the probabilities of the potential outcomes include, but are not limited to, the security’s collateral, credit rating, insurance, issuer’s financial standing, contractual restrictions on disposition and the liquidity in the market. The fair value of each security was then determined by summing the present value of the probability weighted future principal and interest payments determined by the model. The discount rate was determined using a proxy based upon the current market rates for successful auctions within the AAA rated auction rate securities market. The expected term was based on management’s estimate of future liquidity. The illiquidity discount was based on the levels of federal insurance or FFELP backing for each security as well as considering similar preferred stock securities ratings and asset backed ratio requirements for each security.

9

As a result, as of May 31, 2012, the Company recorded an estimated cumulative unrealized loss of $2.1 million (net of tax) related to the temporary impairment of the auction rate securities, which was included in accumulated other comprehensive income within shareholders’ equity. The Company deemed the loss to be temporary because the Company does not plan to sell any of the auction rate securities prior to maturity at an amount below the original purchase value and, at this time, does not deem it probable that it will receive less than 100% of the principal and accrued interest from the issuer. Further, the auction rate securities held by the Company are AAA rated, and the Company considers the credit risk to be negligible. The Company continues to liquidate investments in auction rate securities as opportunities arise. There were no liquidations of auction rate securities during  the three month period ended May 31, 2012. Subsequent to May 31, 2012, approximately $0.5 million in auction rate securities were liquidated at par.

The Company does not believe it will be necessary to access these investments to support current working capital requirements. However, the Company may be required to record additional unrealized losses in accumulated other comprehensive income or through income in future periods based on then current facts and circumstances. Specifically, if the credit rating of the security issuers deteriorates, or if active markets for such securities are not reestablished, the Company may be required to adjust the carrying value of these investments through impairment charges recorded in the consolidated statements of operations, and any such impairment adjustments may be material.

5. Accumulated Other Comprehensive Income (Loss)

The components of the Company’s accumulated other comprehensive income were as follows (in thousands):

	May 31, 2012			February 29, 2012
Unrealized losses on investments, net of tax	$	(2,121	)	$	(2,046	)
Foreign currency translation		4,516			8,340
Minimum pension liability adjustment, net of tax		(810	)		(810	)
Accumulated other comprehensive income	$	1,585		$	5,484

6. Net Income Per Share

Basic net income per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated using the sum of weighted-average number of common shares outstanding during the period, plus the dilutive effect of shares issuable through stock options.

The shares used in calculating basic and diluted net income per share for the condensed consolidated statements of operations included within this report are reconciled as follows (in thousands):

	Three Months Ended May 31,
	2012		2011
Weighted average shares outstanding for basic net income per share		22,522		23,059
Dilutive effect of stock options and restricted stock units		-		498
Weighted average shares outstanding for diluted net income per share		22,522		23,557

The dilutive net income per common share excludes certain awards since the effect of including these awards would have been anti-dilutive as follows (in thousands):

	Three Months Ended May 31,
	2012		2011
Anti-dilutive awards		3,393		1,500

10

7. Business Combinations

BridgeCo

On May 19, 2011 SMSC completed the acquisition of BridgeCo, Inc. (“BridgeCo”), a leader in wireless networked audio technologies for $41.0 million in cash (net of cash acquired). BridgeCo's JukeBlox(TM) technology connects tablets, smartphones, PCs, Macs and other consumer electronics products by enabling consumers to access their local or cloud-based music library from any device and from any room in the home. Its JukeBlox software platform, with integrated WiFi® support, enables music streaming to virtually all home audio equipment including home theater systems, A/V receivers, radios, wireless speakers and portable music player docking stations. BridgeCo's technology has been adopted by some of the largest consumer electronics brands in the world including Pioneer, Philips, Denon, Marantz, JBL, B&W and Harmon/Kardon. The operations of BridgeCo have been included in the Company’s consolidated results of operations as of the acquisition date. Refer to the Fiscal 2012 Form 10-K for additional information related to this acquisition.

The following unaudited pro forma financial information presents the combined operating results of SMSC and BridgeCo as if the acquisition had occurred as of the beginning of the comparative prior annual reporting period only. The unaudited pro forma financial information for the three month period ended May 31, 2012 is not necessary as the BridgeCo results were included in the SMSC results for the entire period. Pro forma data is subject to various assumptions and estimates, and is presented for informational purposes only.  The unaudited pro forma financial information is not intended to present or be indicative of the Company’s consolidated financial results that would have been reported had the business combination been completed as of the beginning of the period presented and should not be taken as indicative of the Company’s future consolidated results of operations.

Pro forma financial information is presented in the following table (in thousands):

	Three Months Ended May 31, 2011
	(Unaudited)
Sales and revenues	$	106,492
Net income	$	3,899

8. Building Sale

On August 16, 2011, the Company entered into an Assignment and Assumption of Lease Agreement (the “Agreement”) with Rep 80 Arkay Drive, LLC (“Rep 80”), to assign its interest in its corporate headquarters at 80 Arkay Drive, Hauppauge New York 11788 (“the Premises”) to Rep 80 pursuant to a sale/leaseback transaction (the “Transaction”).  The Transaction closed on March 14, 2012.

At the closing of the Transaction, the Company assigned its interest in the Premises to Rep 80 for $18,000,000.  In connection with the Transaction, the Company provided purchase money financing to Rep 80 (the “Loan”).  The Loan is evidenced by a note from Rep 80 for the benefit of the Company in the principal amount of $16,200,000 payable in five years at 5% interest on a monthly basis.  As security for the note, Rep 80 delivered to the Company a mortgage in the principal amount of $16,200,000 encumbering the Premises.  Rep 80 also delivered an assignment of leases and rents with respect to all leases and rents at the Premises. As further security for the note, three principals of Rep 80 each executed a limited guaranty in favor of the Company.

At the closing, the Company entered into three leases with Rep 80:

· A six month triple net lease for approximately 78,000 square feet of the Premises,

· A fifteen year triple net lease for approximately 112,000 square feet of the Premises, and

· A fifteen year gross lease for approximately 10,000 square feet of the Premises.

The Agreement and Leases contains customary representations, warranties and covenants of Rep 80 and SMSC.

As of May 31, 2012, the future minimum lease payments under the above mentioned leases are as follows (in thousands):

	Total		Within 1 Year		Between 1 and 3 Years		Between 3 and 5 Years		Therafter
Minimum Lease Payments	$	24,062	$	1,540	$	2,735	$	2,902	$	16,885

11

The Transaction does not qualify for sale treatment and will be accounted for utilizing the deposit method of accounting. Under the deposit method, the Company does not initially record a profit or loss on the sale or a note receivable. The Company continues to carry the property as an asset on its financial statements and will recognize lease payments (as mentioned above) and interest payments received by Rep 80 as a deposit liability. Additionally, the interest payments received by Rep 80 will first be recorded as an offset to property tax charges with the excess recorded through the deposit liability.

9. Investments

Long-term investments consist of AAA rated auction rate securities (most of which are backed by the U.S. Federal or state and municipal government guarantees) held as available-for-sale investments. As of November 30, 2007 and prior period-end dates, investments in auction rate securities were classified as short-term in nature. In the fourth quarter of fiscal 2008, such investments became subject to adverse market conditions, and the liquidity typically associated with the financial markets for such instruments became restricted as auctions began to fail. Given the circumstances, these securities were subsequently classified as long-term (or short-term if stated maturity dates were within one year of the reported balance sheet date), reflecting the restrictions on liquidity and the Company’s intent to hold until maturity (or until such time as the principal investment could be recovered through other means, such as issuer calls and redemptions). See Note 4 — Fair Value for further discussion on related issues and matters, including fair valuation.

On November 23, 2010, the Company invested $2.0 million in EqcoLogic, N.V. (“EqcoLogic”), a privately held Belgian corporation based in Brussels, Belgium. SMSC holds approximately 18.0% of the total outstanding equity of EqcoLogic on a fully diluted basis. The purchase of the equity shares has been accounted for as a cost-basis investment and is included in the investments in equity securities caption on the Company’s condensed consolidated balance sheet.

10. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill by reporting unit consists of the following (in thousands):

	Analog/Mixed Signal			Wireless			AIS			Total
Gross balance, February 29, 2012	$	33,453		$	61,739		$	71,541		$	166,733
Accumulated impairment losses		-			-			(52,300	)		(52,300	)
Balance, beginning of period		33,453			61,739			19,241			114,433
Foreign exchange rate impact		(158	)		(932	)		(293	)		(1,383	)
Gross balance, end of period		33,295			60,807			71,248			165,350
Accumulated impairment losses		-			-			(52,300	)		(52,300	)
Balance, May 31, 2012	$	33,295		$	60,807		$	18,948		$	113,050

The Company’s intangible assets consisted of the following (in thousands):

	As of May 31, 2012				As of February 29, 2012
	Cost		Accumulated Amortization		Cost		Accumulated Amortization
Purchased technologies	$	53,674	$	39,702	$	55,219	$	39,138
Customer relationships and contracts		19,085		12,827		19,951		12,908
Other		2,776		1,035		2,118		997
Total – finite-lived intangible assets		75,535		53,564		77,288		53,043
Trademarks and trade names		5,989		-		6,342		-
	$	81,524	$	53,564	$	83,630	$	53,043

Purchased technologies have been assigned estimated useful lives of between one and nine years, with a weighted-average useful life of approximately seven years. Customer relationships and contracts have been assigned useful lives of between one and fifteen years, with a weighted-average useful life of approximately eight years. Certain trade names related to the acquired businesses are amortized over a period of one year and included as other in the table above.

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Total amortization expense recorded for finite-lived intangible assets using straight-line amortization was as follows (in thousands):

	Three Months Ended May 31,
	2012		2011
Amortization expense	$	2,468	$	2,391

Estimated future finite-lived intangible asset amortization expense is as follows (in thousands):

Period	Amount
Remainder of Fiscal 2013	$	6,847
Fiscal 2014		4,313
Fiscal 2015		3,823
Fiscal 2016		3,148
Fiscal 2017		1,541
Fiscal 2018 and thereafter		2,299
	$	21,971

11. Other Balance Sheet Data

Other balance sheet data is as follows (in thousands):

	May 31,			Febuary 29,
	2012			2012
Inventories:
Raw materials	$	1,919		$	2,346
Work-in-process		11,970			9,969
Finished goods		23,734			24,307
	$	37,623		$	36,622
Property, plant and equipment:
Land	$	578		$	578
Buildings and improvements		36,915			37,145
Machinery and equipment		147,012			144,416
		184,505			182,139
Less: Accumulated depreciation and amortization		(122,442	)		(117,716	)
	$	62,063		$	64,423
Accrued expenses, income taxes and other liabilities:
Employee compensation, incentives and benefits	$	15,493		$	14,544
Stock appreciation rights		40,482			23,300
Supplier financing – current		5,314			6,113
Restructuring charges (see Note 15)		483			728
Accrued rent obligations		2,574			2,643
Income taxes payable		1,709			1,297
Accrued contingent consideration		2,040			4,251
Other		11,114			8,616
	$	79,209		$	61,492
Other liabilities:
Retirement benefits	$	8,057		$	8,110
Income taxes		8,666			8,778
Supplier financing – non-current		2,297			3,381
Other		1,520			732
	$	20,540		$	21,001

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12. Deferred Income from Distribution

Certain of the Company’s products are sold to electronic component distributors under agreements providing for price protection and rights to return unsold merchandise. Accordingly, recognition of revenue and associated gross profit on shipments to a majority of the Company’s distributors is deferred until the distributors resell the products. At the time of shipment to distributors, the Company records a trade receivable for the selling price, relieves inventory for the carrying value of goods shipped, and records the gross margin as deferred income from distribution on the consolidated balance sheets. This deferred income represents the gross margin on the initial sale to the distributor; however, the amount of gross margin recognized in future consolidated statements of operations will typically be less than the originally recorded deferred income as a result of price allowances. Price allowances offered to distributors are recognized as reductions in product sales when incurred, which is generally at the time the distributor resells the product. Shipments made by the Company’s Japanese subsidiary to distributors in Japan are made under agreements that permit limited stock return and no price protection privileges. Revenue for shipments to distributors in Japan is recognized as title passes to such distributors upon delivery.

Deferred income on shipments to distributors consists of the following (in thousands):

	May 31, 2012			February 29, 2012
Deferred revenue	$	27,367		$	26,488
Deferred cost of goods sold		(5,234	)		(4,759	)
Provisions for sales returns		749			589
Advances to distributors for price allowances		(4,223	)		(3,869	)
	$	18,659		$	18,449

13. Other (Expense) Income, Net

The components of the Company’s other expense, net consisted of the following (in thousands):

	Three Months Ended May 31,
	2012			2011
Unrealized and realized foreign currency (losses) income	$	(33	)	$	140
Loss on disposal of property, plant and equipment		-			(10	)
Other miscellaneous (expense) income, net		(37	)		12
	$	(70	)	$	142

14. Income Taxes

The interim provision for income taxes is measured using an estimated annual effective tax rate, adjusted for discrete items that occur within the periods presented.  The comparison of our effective tax rate between periods is significantly impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials, amount of permanent book to tax differences, and the effects of valuation allowances on certain loss jurisdictions.

The provision for income taxes for the three months ended May 31, 2012 was a benefit of $2.1 million on pre-tax loss of $19.2 million, which represents an effective tax rate of 10.8%.  The effective tax rate is lower than the U.S. federal statutory rate of 35%, primarily due to the level and mix of income and losses by jurisdiction.  The Company recorded an income tax benefit on losses from domestic operations, which was partially offset by a tax provision on income from certain foreign operations taxed at rates lower than the U.S. federal statutory tax rate.

The provision for income taxes for the three-month period ended May 31, 2011 was a provision of $1.7 million on pretax income of $7.9 million, which represents an effective income tax rate of 21.7%. The effective tax rate is lower than the U.S. federal statutory rate of 35%, primarily due to the level and mix of income and losses by jurisdiction. The Company recorded an income tax provision on income from domestic operations, and on income from certain foreign operations taxed at rates lower than the U.S. federal statutory tax rate; however no income tax benefit was recognized on losses incurred by certain foreign operations due to valuation allowances.  The Company recorded tax benefit related to a change in the effective rate for state deferred tax assets and liabilities and   tax benefits arising from qualified research and experimentation activities.

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As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date.  Accounting for income taxes requires that a valuation allowance be established when it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized.  In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more-likely-than-not realizable, a valuation allowance is established.  The Company determined that there is sufficient negative evidence to maintain the valuation allowances against our federal and certain state and foreign deferred tax assets as a result of historical losses in the most recent three-year period in the U.S. and certain foreign jurisdictions.  The Company intends to maintain valuation allowances until sufficient positive evidence exists to support a reversal.

The Company has unrecognized tax benefits of $7.6 million and $7.8 million (excluding interest and penalties) as of May 31, 2012 and February 29, 2012, respectively.  The accrued liabilities for interest and penalties were $0.9 million and $1.0 million at May 31, 2012 and February 29, 2012, respectively.  Interest and penalties are recorded as a component of the provision for income taxes in our condensed consolidated statements of operations.  As of May 31, 2012 and February 29, 2012, the total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate were approximately $8.5 million and $8.8 million, respectively.  The Company regularly assesses the adequacy of the provisions for income tax contingencies in accordance with the applicable authoritative guidance on accounting for income taxes.  As a result, the Company may adjust the reserves for unrecognized tax benefits for the impact of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes of limitation.  Further, the Company believes that it is reasonably possible that the total amount of unrecognized tax benefits at May 31, 2012 could decrease by approximately $0.6 million in the next twelve months as a result of settlement of certain tax audits or lapses of statutes of limitation.  Such decreases may involve the payment of additional taxes, the adjustment of deferred taxes including the need for additional valuation allowances, and the recognition of tax benefits.  The Company’s income tax returns are subject to ongoing tax examinations in several jurisdictions in which the Company operates.  The Company also believes that it is reasonably possible that new issues may be raised by tax authorities or developments in tax audits may occur which would require increases or decreases to the balance of reserves for unrecognized tax benefits; however, an estimate of such changes cannot reasonably be made.

The Company files U.S. federal, U.S. state, and foreign tax returns, and is generally no longer subject to tax examinations for fiscal years prior to 2009 (in the case of certain foreign tax returns, calendar year 2007).

15. Restructuring

During the fourth quarter of fiscal 2012 the Company initiated a plan to reduce certain operating expenses. As a result approximately 60 positions worldwide were eliminated as part of the plan to reduce operating expenses by approximately $6 to $7 million on an annual basis. These actions resulted in a severance charge of $1.5 million in fiscal year 2012. The Company expects these cost reduction activities and cash payments to be completed during fiscal 2013.

During the second quarter of fiscal 2012 the Company reorganized certain engineering groups resulting in severance charges of $0.4 million. The Company expects the remaining cash payments on these obligations to be completed during fiscal 2013.

During the fourth quarter of fiscal 2011 the Company initiated a plan to reduce costs and investments in certain businesses.  As a result, approximately 80 positions worldwide, including approximately 50 positions at its subsidiary in Shenzhen China, were eliminated as part of the plan to substantially reduce investment in storage solutions acquired as part of the Symwave acquisition. The remaining positions eliminated consist of certain administrative positions, certain positions in its subsidiary in Canada as part of its plan to converge the wireless audio products roadmap from the Kleer and STS acquisitions and to rationalize worldwide resources working on wireless audio products, and certain engineering positions. These actions resulted in a severance charge of $3.5 million in fiscal year 2011. The Company expects these cost reduction activities and cash payments to be completed during fiscal 2013.

In the second quarter of fiscal 2011, the Company initiated a restructuring plan for severance and termination benefits for 9 employees. These actions resulted in a severance charge of $0.3 million in fiscal year 2011. The Company expects these cost reduction activities and cash payments to be completed during fiscal 2013.

The following tables summarize the activity related to the accrual for restructuring charges (in thousands):

	Balance as of March 1, 2012		Severance & Benefits Charges			Assets Impairment		Payments			Balance as of May 31, 2012
Q2 Fiscal 2011 Restructuring Plan		37		-			-		-			37
Q4 Fiscal 2011 Restructuring Plan		71		(4	)		-		(41	)		26
Q2 Fiscal 2012 Restructuring Plan		50		-			-		-			50
Q4 Fiscal 2012 Restructuring Plan		571		11			-		(212	)		370
	$	729	$	7		$	-	$	(253	)	$	483

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	Balance as of March 1, 2011		Severance & Benefits Charges			Assets Impairment		Payments			Balance as of February 29, 2012
Q4 Fiscal 2009 Restructuring Plan	$	2	$	-		$	-	$	(2	)	$	-
Q2 Fiscal 2010 Restructuring Plan		15		(15	)		-		-			-
Q4 Fiscal 2010 Restructuring Plan		27		-			-		(27	)		-
Q2 Fiscal 2011 Restructuring Plan		348		(83	)		-		(228	)		37
Q4 Fiscal 2011 Restructuring Plan		2,429		82			73		(2,513	)		71
Q2 Fiscal 2012 Restructuring Plan		-		418			-		(368	)		50
Q4 Fiscal 2012 Restructuring Plan		-		1,498			-		(927	)		571
	$	2,821	$	1,900		$	73	$	(4,065	)	$	729

16. Benefit and Incentive Plans

Retirement Plans

The Company maintains an unfunded Supplemental Executive Retirement Plan to provide certain members of senior management with retirement, disability and death benefits. The Company’s subsidiary, SMSC Japan, also maintains an unfunded retirement plan, which provides its employees and directors with separation benefits, consistent with customary practices in Japan. Benefits under these defined benefit plans are based upon various service and compensation factors.

The following table sets forth the components of the consolidated net periodic pension expense (in thousands):

	Three Months Ended May 31,
	2012		2011
Service cost – benefits earned during the period	$	20	$	79
Interest cost on projected benefit obligations		86		91
Net periodic pension expense	$	106	$	170

The following table sets forth the amounts (gross, before tax) recognized in accumulated other comprehensive income (in thousands):

	As of May 31, 2012		As of February 29, 2012
Transition obligation	$	-	$	-
Net actuarial income		1,327		1,320
Total amount recognized in accumulated other comprehensive income	$	1,327	$	1,320

Annual benefit payments under these plans are expected to be approximately $0.7 million in fiscal 2013, to be funded as general corporate obligations with available cash and cash equivalents.

Employee Stock Purchase Plan

Effective November 1, 2010, the Company’s shareholders approved the 2010 Employee Stock Purchase Plan (the “Purchase Plan”), which provides for the issuance of up to 1,100,000 shares of common stock to eligible employees. The Purchase Plan provides for eligible employees to purchase whole shares of common stock at a price of 85% of the lesser of: (a) the fair market value of a share of common stock on the first date of the purchase period or (b) the fair market value of a share of common stock on the last date of the purchase period. During the three months ended May 31, 2012, the Company issued 56,174 shares under the Purchase Plan. The Purchase Plan was terminated effective May 21, 2012.

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17. Commitments and Contingencies

Contingent Consideration — BridgeCo Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price of the BridgeCo acquisition on May 19, 2011 at the estimated fair value of $8.8 million. The contingent consideration arrangement provides for potential earnout payments of up to $5.0 million in 2012 and up to $22.5 million in 2013 to the former BridgeCo shareholders, depending on BridgeCo's achievement of certain revenue goals in calendar years 2011 and 2012. The earnout payment for calendar year 2011 was achieved at 100% and paid in the fourth quarter of fiscal 2012. The calendar year 2012 liability has been revalued to $2.0 million as of May 31, 2012 based on the likelihood of achieving the performance goals.

Contingent Consideration — K2L Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of K2L. The maximum amount of contingent consideration that can be earned by the sellers is 2.1 million Euros. Fifty percent of the contingent consideration was earned in calendar year 2010 and fifty percent was earned in 2011 based on the level of achievement of revenue as set forth in the purchase agreement. On March 31, 2011, 1.05 million Euros in stock and cash was paid to the former owners of K2L for calendar year 2010 performance targets. On March 31, 2012, 1.05 million Euros in cash and stock was paid to the former owners of K2L for calendar year 2011 performance targets. There are no further contingent consideration amounts due with respect to K2L.

Litigation

From time to time as a normal incidence of doing business, various claims and litigation have been asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages and/or invalidate its proprietary rights. Any lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention, and an adverse outcome of any significant matter could have a material adverse effect on the Company’s consolidated results of operations or cash flows in the quarter or annual period in which one or more of these matters are resolved.

18. Supplemental Cash Flow Disclosures

The information below summarizes the Company’s supplemental cash flow disclosures (in thousands):

	Three months ended May 31,
	2012		2011
Design tools acquired under supplier financing	$	2,383	$	664
Cash payments made - federal, state, and foreign income taxes	$	253	$	115

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Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes included in Part I Item 1. — Financial Statements, of this Quarterly Report on Form 10-Q (“Quarterly Report” or “10-Q”) of Standard Microsystems Corporation (the “Company” or “SMSC”).

Forward-Looking Statements

Portions of this Quarterly Report may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on management’s beliefs and assumptions, current expectations, estimates and projections. Such statements, including statements relating to the Company’s expectations for future financial performance, are not considered historical facts and are considered forward-looking statements under federal securities laws. Words such as “believe,” “expect,” “anticipate” and similar expressions identify forward-looking statements. Risks and uncertainties may cause the Company’s actual future results to be materially different from those discussed in forward-looking statements. The Company’s risks and uncertainties include (but are not limited to): the timely development and market acceptance of new products; the impact of competitive products and pricing; the Company’s ability to procure capacity from suppliers and the timely performance of their obligations; commodity prices; potential investment losses as a result of liquidity conditions; the effects of changing economic and political conditions in the market domestically and internationally and on its customers; relationships with and dependence on customers and growth rates in the personal computer, consumer electronics and embedded and automotive markets and within the Company’s sales channel; changes in customer order patterns, including order cancellations or reduced bookings; the effects of tariff, import and currency regulation; potential or actual litigation; and excess or obsolete inventory and variations in inventory valuation, among others. In addition, SMSC competes in the semiconductor industry, which has historically been characterized by intense competition, rapid technological change, cyclical market patterns, price erosion and periods of mismatched supply and demand.

The Company’s forward looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations and may not reflect the potential impact of any future acquisitions, mergers, equity investments or divestitures. All forward-looking statements speak only as of the date hereof and are based upon the information available to SMSC at this time. Such statements are subject to change, and the Company does not undertake to update such statements, except to the extent required under applicable law and regulation. These and other risks and uncertainties, including potential liability resulting from pending or future litigation, are detailed from time to time in the Company’s periodic and current reports as filed with the United States Securities and Exchange Commission (the “SEC”). Readers are advised to review the Company’s most recent Annual Report on Form 10-K and quarterly reports on Form 10-Q as filed subsequently with the SEC, particularly those sections entitled “ Risk Factors ,” for a more complete discussion of these and other risks and uncertainties. Other cautionary statements concerning risks and uncertainties may also appear elsewhere in this Quarterly Report.

Description of Business

SMSC is a leading global designer of Smart Mixed-Signal Connectivity™ solutions.Its mission is to create solutions that enable customers to develop differentiated, content rich systems while generating attractive returns for its shareholders and employees.  SMSC’s expertise in analog and mixed-signal processing is applied across a broad set of technologies including Media Oriented Systems Transport (MOST®), wireless audio, USB and Ethernet as well as embedded control, capacitive sensing and thermal management. SMSC’s silicon-based integrated circuits, firmware and systems software are incorporated by a global customer base in end products in the Automotive, Consumer Electronics, Personal Computing (“PC”), and Industrial markets. The Company’s expertise in developing application-specific technologies, each designed to connect, network or monitor systems, allows SMSC to design multi-functional products that address market requirements for on-the-go and embedded consumer and business applications. Most of the Company’s products are unique designs that serve industry leaders across the globe by providing highly integrated solutions that serve their requirements.

SMSC has operations in the United States, Canada, Germany, Bulgaria, India, Japan, Hong Kong, China, Korea, Singapore and Taiwan. Major engineering design centers are located in: Arizona, New York and Texas in the United States; Ottawa, Canada; Chennai and Bangalore, India; Karlsruhe and Pforzheim, Germany; and Sofia, Bulgaria.

Acquisition by Microchip

On May 1, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Microchip Technology Incorporated (“Microchip”) and Microchip Technology Management Co. a wholly owned subsidiary of Microchip (“Merger Sub”) for $37.00 in cash for each share of common stock outstanding. The Merger Agreement provides for the acquisition of SMSC by Microchip by means of a merger of Merger Sub with and into SMSC (the “Merger”), with SMSC surviving the Merger as a wholly owned subsidiary of Microchip.

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The closing of the Merger is subject to customary closing conditions, including: (1) adoption of the Merger Agreement by the Company’s stockholders; (2) absence of any law or order prohibiting the consummation of the Merger; and (3) expiration or termination of the applicable Hart-Scott-Rodino waiting period and receipt of certain other regulatory approvals.

Refer to the Form 8-K filed by the Company with the Securities and Exchange Commission on May 1, 2012 for additional information.

Critical Accounting Policies & Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) and SEC rules and regulations requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of sales and revenues and expenses during the reporting period.

Information regarding SMSC’s critical accounting policies and estimates appear within the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2012, as filed with the SEC on April 23, 2012. During the three month period ended May 31, 2012, there were no significant changes to any critical accounting policies or to the related estimates and judgments involved in applying those policies.

SMSC believes critical accounting policies and estimates are important to the portrayal of the Company’s financial condition, results of operations and cash flows, and require critical management judgments and estimates about matters that are inherently uncertain. Although management believes that its judgments and estimates are appropriate and reasonable, actual future results may differ from these estimates, and to the extent that such differences are material, future reported operating results may be affected.

Results of Operations

Overview

The Company’s stock compensation expense is sensitive to changes in the common stock market price.  While all of the Company’s stock-based compensation instruments are affected by market price changes, the Company’s Stock Appreciation Rights (“SARs”) have the most significant impact on the results of operations because as liability-based awards they are marked to market each reporting period with the resulting change in value charged to operating income. The following table summarizes the stock-based compensation expense for stock options, restricted stock awards, restricted stock units, employee stock purchase plan shares and stock appreciation rights included in the results of operations (in thousands):

	Three Months Ended May 31,
	2012		2011
Costs of goods sold	$	2,158	$	324
Research and development		7,242		1,054
Selling, general and administrative		18,601		2,037
Stock-based compensation expense, before income taxes	$	28,001	$	3,415

The increase in stock-based compensation is mainly driven by the SARs due to the fluctuations in the Company’s common stock market price during the three month period ended May 31, 2012 as compared to the same prior year period. SARs expense increased $24.1 million in the three months ended May 31, 2012 as compared to the same prior year period.

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Sales and revenues, gross profit, income from operations, and net income were as follows (in thousands):

	For the Three Months Ended May 31,
	2012			2011			Inc./Dec. $			Inc./Dec. %
Sales and revenues	$	103,078		$	103,495		$	(417	)		-0.4	%
Gross profit	$	56,176		$	55,785		$	391			0.7	%
Gross profit as percentage of sales and revenues		54.5	%		53.9	%
Operating (loss) income	$	(19,188	)	$	7,669		$	(26,857	)		N/M	*
Operating (loss) income as percentage of sales and revenues		-18.6	%		7.4	%
Net loss income	$	(17,163	)	$	6,177		$	(23,340	)		N/M	*

*N/M – Not meaningful

Sales and revenues for the three month period ended May 31, 2012 decreased primarily due to lower revenue in the PC and industrial end markets, partially offset by incremental sales from the acquisition of BridgeCo. Inc. (“BridgeCo”) and improved Automotive sales.

Gross profit increased in the three month period ended May 31, 2012 mainly due to a shift in product mix towards higher margin products, partially offset by an increase in stock compensation expenses associated with SARs.

The period over period decrease in operating income and net income is primarily attributable to higher stock-based compensation expenses and an increase in legal and consulting fees as a result of the Microchip acquisition.

Sales and Revenues

Sales and revenues by end market were as follows (in thousands):

	For the Three Months Ended May 31,
	2012		2011		Inc./Dec. $			Inc./Dec. %
PCs	$	28,917	$	37,178	$	(8,261	)		-22.2	%
Consumer electronics		37,564		28,062		9,502			33.9	%
Industrial & other		16,025		18,944		(2,919	)		-15.4	%
Automotive		20,572		19,311		1,261			6.5	%
Total	$	103,078	$	103,495	$	(417	)		-0.4	%

Sales and revenues by reporting unit were as follows (in thousands):

	For the Three Months Ended May 31,
	2012		2011		Inc./Dec. $			Inc./Dec. %
Analog / Mixed Signal	$	69,689	$	79,767	$	(10,078	)		-12.6	%
Automotive		20,522		18,868		1,654			8.8	%
Wireless		12,867		4,860		8,007			164.8	%
	$	103,078	$	103,495	$	(417	)		-0.4	%

The PCs and industrial end markets continue to be impacted by negative global macroeconomic conditions resulting in reduced sales in the Analog/Mixed Signal reporting unit. Consumer electronics benefitted from the acquisitions of BridgeCo which contributed $8.7 million to the period over period improvement in the three months ended May 31, 2012.  Automotive sales and revenues increased due to continued strong demand from automotive based customers.

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Gross profit, operating expenses and income from operations were as follows (in thousands):

	For the Three Months Ended May 31,
	2012			2011			Inc./Dec. $			Inc./Dec. %
Gross profit on sales and revenues	$	56,176		$	55,785		$	391			0.7	%
Gross profit as percentage of sales and revenues		54.5	%		53.9	%
Operating expenses:
Research and development		31,956			24,527			7,429			30.3	%
Selling, general and administrative		44,202			23,229			20,973			90.3	%
Restructuring charges		7			343			(336	)		N/M	*
Revaluation of contingent considerations		(801	)		17			(818	)		N/M	*
(Loss) income from operations	$	(19,188	)	$	7,669		$	(26,857	)		N/M	*

*N/M – Not meaningful

Gross Profit

Gross profit and gross profit as a percentage of sales increased in the three month period ended May 31, 2012 primarily due to a shift in product mix towards higher margin products, partially offset by an increase in stock compensation expenses associated with the Company’s SARs.

Research and Development Expenses (“R&D”)

The increase in R&D expenses in the three month period ended May 31, 2012 was primarily due to an increase in stock-based compensation expenses of $6.2 million, design tool depreciation of $0.7 associated with the acquisition of BridgeCo and consulting fees of $0.6 million.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses increased in the three month period ended May 31, 2012 compared to the same prior year period primarily due to increases in stock-based compensation expenses of $16.6 million and consulting and legal fees of $3.9 million mainly associated with the Microchip acquisition.

Restructuring Charges

Restructuring charges were as follows (in thousands):

	For the Three Months Ended May 31,
	2012		2011
Employee Severance and Benefits Charges	$	7	$	270
Asset Impairment Charges		-		73
	$	7	$	343

Restructuring charges of $0.3 million were incurred in the three month period ended May 31, 2011, relating to a restructuring plan initiated in the fourth quarter of fiscal 2011 in connection with a plan to reduce costs and investments in certain businesses and converge the wireless audio products roadmap from the Kleer and STS acquisitions.

Revaluation of Contingent Acquisition Liabilities

The Company recorded liabilities for contingent consideration as part of the purchase price for the acquisition of BridgeCo. The payment of contingent consideration is based upon the achievement of certain financial results over specified time periods post-acquisition. The Company performs a quarterly revaluation of contingent consideration and records any changes in estimated payments and accretion expense as a component of operating income. A $0.8 million gain was recorded in the three-month period ending May 31, 2012 due to a decrease in forecasted financial results related to BridgeCo.

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Interest and Other Income (Expense), Net

Interest and other income (expense) were as follows (in thousands):

	For the Three Months Ended May 31,
	2012			2011
Interest income	$	40		$	118
Interest expense		(28	)		(38	)
Other (expense) income, net		(70	)		142
	$	(58	)	$	222

Interest income decreased primarily due to reduced investment in auction rate securities, as the Company continues to liquidate its positions as opportunities arise. Funds from liquidated auction rate securities investments as well as funds generated through operating activities are currently being invested in high grade money market accounts, at lower average rates of return.

Other (expenses) income, net, primarily consists of realized and unrealized foreign exchange losses and gains on net U.S. dollar monetary assets held by the Company’s foreign affiliates.

Provision for Income Taxes

The interim provision for income taxes is measured using an estimated annual effective tax rate, adjusted for discrete items that occur within the periods presented. The comparison of our effective tax rate between periods is significantly impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials, amount of permanent book to tax differences, and the effects of valuation allowances on certain loss jurisdictions.

The provision for income taxes for the three months ended May 31, 2012 was a benefit of $2.1 million on pre-tax loss of $19.2 million, which represents an effective tax rate of 10.8%.  The effective tax rate is lower than the U.S. federal statutory rate of 35%, primarily due to the level and mix of income and losses by jurisdiction.  The Company recorded an income tax benefit on losses from domestic operations, which was partially offset by a tax provision on income from certain foreign operations taxed at rates lower than the U.S. federal statutory tax rate.

The provision for income taxes for the three-month period ended May 31, 2011 was a provision of $1.7 million on pre-tax income of $7.9 million, which represents an effective income tax rate of 21.7%. The effective tax rate is lower than the U.S. federal statutory rate of 35%, primarily due to the level and mix of income and losses by jurisdiction. The Company recorded an income tax provision on income from domestic operations, and on income from certain foreign operations taxed at rates lower than the U.S. federal statutory tax rate; however no income tax benefit was recognized on losses incurred by certain foreign operations due to valuation allowances.  The Company recorded a tax benefit related to a change in the effective rate for state deferred tax assets and liabilities and   tax benefits arising from qualified research and experimentation activities.

Business Outlook

The future results of operations and other matters comprising the subject of forward-looking statements contained in this Form 10-Q, included within this MD&A, involve a number of risks and uncertainties — in particular, current economic uncertainty, including tight credit markets, as well as future economic conditions, our goals and strategies, new product introductions, plans to cultivate new businesses, divestitures or investments, revenue, pricing, gross margin and costs, capital spending, depreciation, R&D expense levels, selling, general and administrative expense levels, potential impairment of investments, our effective tax rate, pending legal proceedings, ability to realize the benefits of recent acquisitions, and other operating parameters. In addition to the various important factors discussed above, a number of other important factors could cause actual results to differ materially from our expectations. See the risks described in Part II — Item 1.A. — Risk Factors.

The Company achieved record revenue levels in fiscal 2012 and saw strength in the automotive and consumer electronics end markets. In the second quarter of fiscal 2013, we expect that the PC market will improve modestly, with stronger growth in the automotive and consumer electronics end markets. Design win activity remains healthy.

Liquidity & Capital Resources

The Company currently finances its operations through a combination of existing working capital resources and cash generated by operations. The Company has no bank debt and may consider utilizing available cash to acquire or invest in complementary businesses or products or to obtain the right to use complementary technologies. From time to time, in the ordinary course of business, the Company may evaluate potential acquisitions of or investments in such businesses, products or technologies owned by third parties.

22

The Company expects that its cash, cash equivalents and cash flows from operations will be sufficient to finance the Company’s operating and capital requirements for the next twelve months.

Cash Flow

(in thousands)	For the Three Months Ended May 31,
	2012			2011
Cash flows from operating activities:
Net (loss) income	$	(17,163	)	$	6,177
Adjustments to reconcile net (loss) income to net cash provided by  operating activities, net:		24,135			22,831
Changes in operating assets and liabilities, net of effects of business acquisitions:		(1,475	)		(30,706	)
Net cash provided by (used in) operating activities		5,497			(1,698	)
Cash flows from investing activities:
Net cash used in investing activities		(2,560	)		(43,823	)
Cash flows from financing activities:
Net cash provided by financing activities		13,230			309
Effect of foreign exchange rate changes on cash and cash equivalents		(1,397	)		754
Net increase (decrease) in cash and cash equivalents	$	14,770		$	(44,458	)

The increase in operating cash flows was primarily related to the timing of payments of accounts payable, accrued expenses and other liabilities and a decrease in cash used for inventory. The positive cash flow impact of the aforementioned was partially offset by a reduction in cash provided by deferred income from distribution.

The decrease in cash used in investing activities was primarily related to the $41.0 million used for the acquisition of BridgeCo (including extinguishment of debt, net of cash acquired) in the three months ended May 31, 2011.

The increase in cash provided by financing activities was primarily related to a $13.7 million increase in proceeds from the exercise of stock options.

23

Working Capital

The Company’s current assets and liabilities and net working capital were as follows (in thousands):

	May 31, 2012		February 29, 2012		Inc./Dec. $			Inc./Dec. %
Current assets:
Cash and cash equivalents	$	161,824	$	147,054	$	14,770			10.0	%
Accounts receivable, net		60,399		50,986		9,413			18.5	%
Inventories		37,623		36,622		1,001			2.7	%
Deferred income taxes, net		19,610		15,773		3,837			24.3	%
Other current assets		9,496		15,010		(5,514	)		-36.7	%
Total current assets	$	288,952	$	265,445	$	23,507			8.9	%
Current liabilities:
Accounts payable	$	21,354	$	18,677	$	2,677			14.3	%
Deferred income from distribution		18,659		18,449		210			1.1	%
Accrued expenses, income taxes and other liabilities		79,209		61,492		17,717			28.8	%
Total current liabilities	$	119,222	$	98,618	$	20,604			20.9	%
	$	169,730	$	166,827	$	2,903			1.7	%

The Company’s working capital remained relatively consistent period over period.

The Company’s total cash and cash equivalents increased primarily due to cash generated from operations and proceeds from the exercise of stock options.  Accounts receivable increased due to the increase in revenues in the three months ended May 31, 2012 compared to the three months ended February 29, 2012. Deferred income taxes, net increased due to an increase in U.S. temporary differences associated with stock-based compensation expenses. Other current assets decreased primarily due to a federal income tax refund received in the three months ended May 31, 2012. Accounts payable increased as a result of the increase in inventory combined with the timing of such purchases. Accrued expenses, income taxes and other liabilities increased due to increases in the SARs liability and incentive compensation accruals.  The SARs liability increased as a result of the increase in the Company’s common stock market price during three month period ended May 31, 2012.

As of May 31, 2012, the Company held approximately $75.4 million in financial instruments measured at fair value, including auction rate securities, money market funds and cash surrender value of life insurance policies. Auction rate securities are long-term variable rate bonds tied to short-term interest rates that were, until February 2008, reset through a “Dutch auction” process. As of May 31, 2012, 100% of the Company’s auction rate securities were “AAA” rated by one or more of the major credit rating agencies, mainly collateralized by student loans guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program (“FFELP”), as well as auction rate preferred securities ($6.1 million at par) which are AAA rated and part of a closed end fund that must maintain an asset ratio of 2 to 1.

Historically, the carrying value (par value) of the auction rate securities approximated fair market value due to the frequent resetting of variable interest rates. Beginning in February 2008, however, the auctions for auction rate securities began to fail and were largely unsuccessful. As a result, the interest rates on the investments reset to the maximum rate per the applicable investment offering statements. The types of auction rate securities generally held by the Company had historically traded at par and are callable at par at the option of the issuer.

The par (invested principal) value of the auction rate securities associated with these failed auctions will not be accessible to the Company until a successful auction occurs, a buyer is found outside of the auction process, the securities are called or the underlying securities have matured. In light of these liquidity constraints and the lack of market-based data, the Company performed a valuation analysis to determine the estimated fair value of these investments. The fair value of these investments is based on a trinomial discount model. This model considers the probability of three potential occurrences for each auction event through the maturity date of the security. The three potential outcomes for each auction are (i) successful auction/early redemption, (ii) failed auction and (iii) issuer default. Inputs in determining the probabilities of the potential outcomes include, but are not limited to, the security’s collateral, credit rating, insurance, issuer’s financial standing, contractual restrictions on disposition and the liquidity in the market. The fair value of each security is determined by summing the present value of the probability weighted future principal and interest payments determined by the model. The discount rate was determined using a proxy based upon the current market rates for successful auctions within the AAA rated auction rate securities market. The expected term was based on management’s estimate of future liquidity. The illiquidity discount was based on the levels of federal insurance or FFELP backing for each security as well as considering similar preferred stock securities ratings and asset backed ratio requirements for each security.

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As a result, as of May 31, 2012, the Company recorded an estimated cumulative unrealized loss of $2.1 million (net of tax) related to the temporary impairment of the auction rate securities, which was included in accumulated other comprehensive income within shareholders’ equity. The Company deemed the loss to be temporary because the Company does not plan to sell any of the auction rate securities prior to maturity at an amount below the original purchase value and, at this time, does not deem it probable that it will receive less than 100% of the principal and accrued interest from the issuer. Further, the auction rate securities held by the Company are AAA rated. The Company continues to liquidate investments in auction rate securities as opportunities arise. There were no liquidations of auction rate securities during the three month period ended May 31, 2012. Subsequent to May 31, 2012, approximately $0.5 million in auction rate securities were liquidated at par.

Given its sufficient cash reserves and normally positive cash flow from operations, the Company does not believe it will be necessary to access these investments to support current working capital requirements. However, the Company may be required to record additional unrealized losses in accumulated other comprehensive income in future periods based on then current facts and circumstances. Further, if the credit rating of the security issuers deteriorates, or if active markets for such securities are not reestablished, the Company may be required to adjust the carrying value of these investments through impairment charges recorded in the condensed consolidated statements of operations, and any such impairment adjustments may be material.

Commitments and Contingencies

Contingent Consideration — BridgeCo Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price of the BridgeCo acquisition on May 19, 2011 at the estimated fair value of $8.8 million. The contingent consideration arrangement provides for potential earnout payments of up to $5.0 million in 2012 and up to $22.5 million in 2013 to the former BridgeCo shareholders, depending on BridgeCo's achievement of certain revenue goals in calendar years 2011 and 2012. The earnout payment for calendar year 2011 was achieved at 100% and paid in the fourth quarter of fiscal 2012. The calendar year 2012 liability has been revalued to $2.0 million as of May 31, 2012 based on the likelihood of achieving the performance goals.

Contingent Consideration — K2L Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of K2L. The maximum amount of contingent consideration that can be earned by the sellers is 2.1 million Euros. Fifty percent of the contingent consideration was earned in calendar year 2010 and fifty percent was earned in 2011 based on the level of achievement of revenue as set forth in the purchase agreement. On March 31, 2011, 1.05 million Euros in stock and cash was paid to the former owners of K2L for calendar year 2010 performance targets. On March 31, 2012, 1.05 million Euros in cash and stock was paid to the former owners of K2L for calendar year 2011 performance targets. There are no further contingent consideration amounts due with respect to K2L.

Litigation

From time to time as a normal incidence of doing business, various claims and litigation may be asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages and/or invalidate its proprietary rights. Any lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention, and an adverse outcome of any significant matter could have a material adverse effect on the Company’s consolidated results of operations or cash flows in the quarter or annual period in which one or more of these matters are resolved.

Item 3. — Quantitative and Qualitative Disclosures About Market Risk

Interest Rate and Investment Liquidity Risk — The Company’s exposure to interest rate risk relates primarily to its investment portfolio (i.e. with respect to interest income). The primary objective of SMSC’s investment portfolio management is to invest available cash while preserving principal and meeting liquidity needs. In accordance with the Company’s investment policy, investments are placed with high credit-quality issuers and the amount of credit exposure to any one issuer is limited.

As of May 31, 2012, the Company’s $25.6 million of long-term investments consisted primarily of investments in U.S. government agency backed AAA rated auction rate securities. From time to time, the Company has also held investments in corporate, government and municipal obligations with maturities of between three and twelve months at acquisition. Auction rate securities have long-term underlying maturities, but have interest rates that until February 2008 had been reset every 90 days or less at auction, at which time the securities could also typically be repurchased or sold.

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In February 2008, the Company began to experience failed auctions on some of its auction rate securities. Based on the failure rate of these auctions, the frequency and extent of the failures, and due to the lack of liquidity in the current market for the auction rate securities, the Company determined that the estimated fair value of the auction rate securities no longer approximates par value. The Company used a discounted cash flow model to determine the estimated fair value of these investments as of May 31, 2012, and recorded an unrealized loss of $2.1 million, (net of tax) related to the temporary impairment of the auction rate securities, which is included in accumulated other comprehensive income within shareholders’ equity on the consolidated balance sheet.

Assuming all other assumptions disclosed in Part I — Item 1 — Financial Statements — Note 4 of this Report, being equal, an increase or decrease in the liquidity risk premium (i.e. the discount rate) of 100 basis points as used in the model would decrease or increase, respectively, the fair value of the auction rate securities by approximately $0.3 million. In addition, an increase or decrease in interest rates of 100 basis points would increase interest income in the three month period ended May 31, 2012 by $0.5 million or decrease interest income to a negligible amount.

Equity Price Risk — The Company is not exposed to any significant equity price risks at May 31, 2012.

Foreign Currency Risk — The Company has international operations in Europe and Asia and is therefore subject to certain foreign currency rate exposures, principally the Euro and Japanese Yen. The Company also conducts a significant amount of its business in Asia. In order to reduce the risk from fluctuation in foreign exchange rates, most of the Company’s product sales and all of its arrangements with its foundry, test and assembly vendors are denominated in U.S. dollars.

The Company’s foreign subsidiaries purchase a significant amount of their products for resale in U.S. dollars, and from time to time have entered into forward exchange contracts to hedge against currency fluctuations associated with these product purchases. Gains or losses on these contracts are intended to offset the gains or losses recorded for statutory and U.S. GAAP purposes from the re-measurement of certain assets and liabilities from U.S. dollars into local currencies. No such contracts were executed during fiscal 2012, and there are no obligations under any such contracts as of May 31, 2012. However, the Company has purchased currencies from time to time throughout the current fiscal year in anticipation of more significant foreign currency transactions, in order to optimize effective rates associated with those settlements.

Operating activities in Europe include transactions conducted in both Euros and U.S. dollars. The Euro is the functional currency for the Company’s European subsidiaries. Losses recorded from the re-measurement of U.S. dollar denominated assets and liabilities into Euros were $0.1 million for the three month period ending May 31, 2012, compared to a negligible amount for the three month period ending May 31, 2011. Gains recorded from the re-measurement of U.S. dollar denominated assets and liabilities into Yen were negligible amounts for the three month periods ending May 31, 2012 and 2011.

Commodity Price Risk — The Company routinely uses precious metals in the manufacturing of its products. Supplies for such commodities may from time-to-time become restricted, or general market factors and conditions may affect pricing of such commodities. Beginning in the latter part of fiscal 2008, the price of gold has increased precipitously, and certain of our supply chain partners began and continue to assess surcharges to compensate for the resultant increase in manufacturing costs. The Company is engaged in a project to replace gold with copper in certain of its parts to reduce this exposure. While the Company continues to attempt to mitigate the risk of similar increases in commodities-related costs, there can be no assurance that the Company will be able to successfully safeguard against potential short-term and long-term commodities price fluctuations.

Item 4. — Controls and Procedures

The Company has carried out an evaluation under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon the Company’s evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that, as of May 31, 2012, the disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in the reports the Company files under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the Company’s management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure.

There have been no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

Item 1. — Legal Proceedings

From time to time as a normal consequence of doing business, various claims and litigation may be asserted or commenced against the Company. In particular, the Company in the ordinary course of business may receive claims that its products infringe the intellectual property of third parties, or that customers have suffered damage as a result of defective products allegedly supplied by the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages and/or invalidate its proprietary rights. Any lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management’s time and attention, and an adverse outcome of any significant matter could have a material adverse effect on the Company’s consolidated results of operations or cash flows in the quarter or annual period in which one or more of these matters are resolved.

Item 1.A. — Risk Factors

Readers of this Quarterly Report on Form 10-Q should carefully consider the risks described in the Company’s other reports filed or furnished with the SEC, including the Company’s prior and subsequent reports on Forms 10-K, 10-Q and 8-K, in connection with any evaluation of the Company’s financial position, results of operations and cash flows.

The risks and uncertainties described in the Company’s most recent Annual Report on Form 10-K, filed with the SEC as of April 23, 2012, are not the only risks facing the Company. Additional risks and uncertainties not presently known, currently deemed immaterial, or those otherwise discussed in this Quarterly Report on Form 10-Q may also affect the Company’s operations. Any of these risks, uncertainties, events or circumstances could cause the Company’s future financial condition, results of operations or cash flows to be adversely affected.

Item 2. — Unregistered Sales of Equity Securities and Use of Proceeds

(a) The Company issued 19,292 unregistered shares of its common stock at a cost of $0.5 million to the former shareholders of K2L on March 31, 2012 in connection with the K2L business combination. See Part I — Item 1. — Financial Statements – Notes to Condensed Consolidated Financial Statements – Note 17 — Commitments and Contingencies for additional information regarding these business combinations. These issuances were exempt from registration under the Securities Act of 1933, as amended as a private placement under Section 4(2) of the Securities Act or as offshore transactions under regulations under the Securities Act of 1933.

(b) None.

(c) Issuer Purchases of Equity Securities.

In October 1998, the Company’s Board of Directors approved a common stock repurchase program, allowing the Company to repurchase up to one million shares of its common stock on the open market or in private transactions. The Board of Directors authorized the repurchase of additional shares in one million share increments in July 2000, July 2002, November 2007 and April 2008, and an additional two million shares in May 2011, bringing the total authorized repurchases to seven million shares as of May 31, 2012. As of May 31, 2012, the Company has repurchased approximately 5.8 million shares of its common stock at a cumulative cost of $131.2 million under this program. There was no share repurchase activity in the three months ended May 31, 2012.

The Company withheld 39,722 shares at a cost of $1.0 million in the three months ended May 31, 2012 as part of an ongoing program to fund employee tax withholdings required on restricted shares vesting each period.

Item 3. — Defaults Upon Senior Securities

None.

Item 4. — Mine Safety Disclosures

None.

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Item 5. — Other Information

None.

Item 6. — Exhibits

10.1	—	Agreement and Plan of Merger by and among Microchip Technology Incorporated, Microchip Technology Management Co. and Standard Microsystems Corporation dated as of May 1, 2012, incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on May 2, 2012.
10.2	—	Mortgage Loan Note to Standard Microsystems Corporation from Rep 80 Arkay Drive, LLC dated March 14, 2012, filed herewith.
10.3	—	Assignment of Leases and Rents dated March 14, 2012 from Rep 80 Arkay Drive, LLC to Standard Microsystems Corporation, filed herewith.
10.4	—	Mortgage and Security Agreement from Rep 80 Arkay Drive, LLC to Standard Microsystems Corporation dated March 14, 2012, filed herewith.
10.5	—	Guaranty of Recourse Carveouts dated March 14, 2012 by Gregg Rechler, Mitchell Rechler and Donald Rechler in favor of Standard Microsystems Corporation, filed herewith.
10.6	—	Lease Agreements between Rep 80 Arkay Drive, LLC and Standard Microsystems Corporation, filed herewith.
10.7*	—	Letter agreement with Dave Coller dated May 1, 2012, filed herewith.
31.1	—	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	—	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	—	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	—	XBRL Instance Document
101.SCH	—	XBRL Taxonomy Schema Document
101.CAL	—	XBRL Taxonomy Calculation Linkbase Document
101.LAB	—	XBRL Taxonomy Label Linkbase Document
101.PRE	—	XBRL Taxonomy Presentation Linkbase Document

*Indicates a management contract or compensatory plan or arrangement

28

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	STANDARD MICROSYSTEMS CORPORATION
	By:	/s/ Kris Sennesael
		(Signature)
		Kris Sennesael
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)
Date: July 3, 2012

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EXHIBIT INDEX

Exhibit No.		Description
10.1	—	Agreement and Plan of Merger by and among Microchip Technology Incorporated, Microchip Technology Management Co. and Standard Microsystems Corporation dated as of May 1, 2012, incorporated by reference to Exhibit 2.1 of the Registrant’s Form 8-K filed on May 2, 2012.
10.2	—	Mortgage Loan Note to Standard Microsystems Corporation from Rep 80 Arkay Drive, LLC dated March 14, 2012, filed herewith.
10.3	—	Assignment of Leases and Rents dated March 14, 2012 from Rep 80 Arkay Drive, LLC to Standard Microsystems Corporation, filed herewith.
10.4	—	Mortgage and Security Agreement from Rep 80 Arkay Drive, LLC to Standard Microsystems Corporation dated March 14, 2012, filed herewith.
10.5	—	Guaranty of Recourse Carveouts dated March 14, 2012 by Gregg Rechler, Mitchell Rechler and Donald Rechler in favor of Standard Microsystems Corporation, filed herewith.
10.6	—	Lease Agreements between Rep 80 Arkay Drive, LLC and Standard Microsystems Corporation, filed herewith.
10.7*	—	Letter agreement with Dave Coller dated May 1, 2012, filed herewith.
31.1	—	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	—	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	—	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	—	XBRL Instance Document
101.SCH	—	XBRL Taxonomy Schema Document
101.CAL	—	XBRL Taxonomy Calculation Linkbase Document
101.LAB	—	XBRL Taxonomy Label Linkbase Document
101.PRE	—	XBRL Taxonomy Presentation Linkbase Document

*Indicates a management contract or compensatory plan or arrangement

30

EX-10.2

Exhibit 10.2

MORTGAGE LOAN NOTE

Date of Note: March 14, 2012

Principal Amount: $16,200,000.00

Maturity Date: March 31, 2017

Interest Rate: Five percent (5%) per annum

FOR VALUE RECEIVED, REP 80 ARKAY DRIVE, LLC, a New York limited liability company (“Borrower”), having an address as indicated below, HEREBY PROMISES TO PAY to the order of STANDARD MICROSYSTEMS CORPORATION, (hereinafter, together with its successors and assigns, referred to as the “Lender”), at 80 Arkay Drive, Hauppauge, New York 11788, or at such other place as the holder hereof may from time to time designate in writing, in immediately available federal funds, interest only on the outstanding Principal Amount at the Interest Rate (computed on an actual/360 day basis, i.e., interest for each day during which any of the Principal Amount is outstanding shall be computed at the Interest Rate divided by 360) on the first day of each month commencing on May 1, 2012, until the Maturity Date, at which time the unpaid balance of the Principal Amount shall be due and payable, together with all accrued but unpaid interest. Interest from March 14, 2012 through March 31, 2012, in the amount of $40,500, shall be paid to Lender on or before March 20, 2012.

Borrower shall pay a late payment charge of five cents ($.05) for each dollar ($1.00) of each payment that is made more than fifteen (15) days after the due date thereof, which charge shall be due and payable with each such late payment.

This Note is secured by, and the parties hereto are entitled to the benefits and security of, that certain Mortgage and Security Agreement (the “Mortgage”), dated the date hereof, from Borrower, as mortgagor, to Lender, as mortgagee, encumbering, among other things, certain real property and improvements described in the Mortgage (the “Real Property”), all of the covenants, conditions and agreements of the Mortgage being made a part of this Note by this reference.

Except as may be otherwise provided in the Mortgage, all monthly payments received by Lender hereunder shall be applied first, to the payment of accrued interest on the Principal Amount, second, to the reduction of the Principal Amount of this Note (if any is pre-paid), and finally, the balance, if any, to the payment of any fees, costs, expenses or charges then payable by Borrower to Lender hereunder, under the Mortgage or under any other document executed and delivered by Borrower in connection with the loan evidenced by this Note.

Borrower agrees that if it fails to timely make any payment due under this Note or upon the happening of any “Event of Default” under the Mortgage (as defined in the Mortgage), the outstanding Principal Amount, together with accrued interest and all other expenses, including, without limitation, reasonable attorneys’ fees, shall immediately become due and payable at the option of the holder of this Note, notwithstanding the Maturity Date. For purposes hereof, attorneys’ fees shall include, without limitation, fees and disbursements for legal services incurred by the holder hereof in collecting or enforcing payment hereof whether or not suit is brought, and if suit is brought, then through all appellate actions. From and after any “Event of Default” under the Mortgage, the interest rate of this Note shall be the “Default Rate” (as defined in the Mortgage).

In no event shall the total of all charges payable under this Note, the Mortgage and any other documents executed and delivered in connection herewith and therewith that are or could be held to be in the nature of interest exceed the maximum rate permitted to be charged by applicable law. Should Lender receive any payment that is or would be in excess of that permitted to be charged under any such applicable law, such payment shall have been, and shall be deemed to have been, made in error and shall thereupon be applied to reduce the principal balance outstanding on this Note.

Borrower waives demand, presentment for payment, notice of dishonor, protest and notice of protest of this Note.

Any notice, demand or request relating to any matter set forth in this Note shall be given in the manner provided for in the Mortgage.

Time is of the essence as to all dates set forth herein; provided, however, that whenever any payment to be made under this Note shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computations of payment of interest. As used herein, the phrase “Business Day” shall mean any day except a Saturday, Sunday or other day on which commercial banks are required or permitted to close in the State of New York.

This Note may not be waived, changed, modified, terminated or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any such waiver, change, modification, termination or discharge is sought.

This Note may be prepaid, in whole or in part, without any prepayment premium, so long as (i) Lender is given not less than thirty (30) days’ notice of such prepayment, (ii) the prepayment is accompanied by the payment of accrued and unpaid interest on the principal amount prepaid together with all late charges and other losses, costs and expenses attributable to the prepayment, and (iii) the prepayment is made in immediately available federal funds.

BORROWER, AND BY ITS ACCEPTANCE HEREOF, LENDER, EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

-2-

BORROWER HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF LENDER ON THIS NOTE, ANY AND EVERY RIGHT BORROWER MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN COMPULSORY COUNTERCLAIMS), AND (III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST LENDER WITH RESPECT TO ANY ASSERTED CLAIM.

This Note and the rights and obligations of the parties hereunder shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of New York (without giving effect to New York’s principles of conflicts of law). Borrower hereby irrevocably submits to the exclusive jurisdiction of any New York state or federal court sitting in the County of Suffolk over any suit, action or proceeding arising out of or relating to this Note, and Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any New York State or Federal court sitting in the County of Suffolk, may be made by certified or registered mail, return receipt requested, directed to Borrower at the address indicated below, and service so made shall be complete five (5) days after the same shall have been so mailed.

This Note and the Mortgage evidence purchase money financing extended by Lender to Borrower in connection with the assignment by Lender to Borrower of its leasehold interest in the Real Property. In connection therewith, Lender has subleased back from Borrower portions of the Real Property pursuant to those certain sublease agreements (the “Lease-Back Agreements”) executed contemporaneously herewith. Notwithstanding anything to the contrary contained in this Note, if and to the extent Lender, as tenant under any of the Lease-Back Agreements, defaults in the payment of any fixed rent or additional rent required therein, then, provided such non-payment of fixed rent or additional rent is not an exercise of Lender’s offset right under the Lease-Back Agreement arising from Borrower’s monetary default with respect to this Note or the Mortgage, Borrower shall have the right, to be exercised in its sole discretion, to offset such unpaid amounts due under the Lease-Back Agreements against the amounts otherwise due and payable hereunder.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, Borrower has executed and delivered this Note on the Date of Note.

Address:	BORROWER:
	REP 80 ARKAY DRIVE, LLC
c/o Rechler Equity Partners	By:	Rechler Management, LLC
85 South Service Road		Its Management
Plainview, New York 11803
	By:	/s/ Gregg Rechler
		Name: Gregg Rechler
		Title:   Authorized Representative

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EX-10.3

Exhibit 10.3

ASSIGNMENT OF LEASES AND RENTS

Dated: March 14, 2012

in the amount of

$16,200,000.00

from

REP 80 ARKAY DRIVE, LLC

Assignor

a New York limited liability company

having an address at:

c/o Rechler Equity Partners

225 Broadhollow Road, Suite 184W

Melville, New York 11747

to

STANDARD MICROSYSTEMS CORPORATION

Lender

a Delaware corporation

having an address at:

80 Arkay Drive

Hauppauge, New York 11788

LOCATION OF PREMISES:

Street Address:80 Arkay Drive

City of: Hauppauge

County of: Suffolk

State of: New York

Block:

Lot:

After recording, please return to:

Gary C. Hisiger, Esq.

MORITT HOCK & HAMROFF LLP

400 Garden City Plaza

Garden City, New York 11530

THIS ASSIGNMENT OF LEASES AND RENTS (this “Assignment”) made as of the 14th day of March, 2012, by REP 80 ARKAY DRIVE, LLC, a New York limited liability company having an office at c/o Rechler Equity Partners, 225 Broadhollow Road, Suite 184W, Melville, New York 11747 (the “Assignor”), in favor of STANDARD MICROSYSTEMS CORPORATION, a Delaware corporation having an office at 80 Arkay Drive, Hauppauge, New York 11788 (“Lender”).

W I T N E S S E T H:

WHEREAS, the Assignor is the owner of, that certain parcel of improved real property known as 80 Arkay Drive, Hauppauge, New York as more particularly described in Schedule A attached hereto and made a part hereof;

WHEREAS, this Assignment is given in connection with a loan (the “Loan”) in the principal sum of SIXTEEN MILLION TWO HUNDRED THOUSAND AND NO/00 DOLLARS ($16,200,000.00) (the “Mortgage Loan Amount”) made by Lender to Assignor; and

WHEREAS, the Mortgage Loan was evidenced by that certain Mortgage Loan Note dated as of the date hereof in the principal amount of the Mortgage Loan Amount (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”); and

WHEREAS, the Note is secured by that certain Mortgage and Security Agreement dated the date hereof (as the same may be amended, increased, restated, replaced, supplemented or otherwise modified from time to time, the “Mortgage”) made by Assignor for the benefit of Lender and to be recorded simultaneously herewith, and

WHEREAS, Lender requires Assignor to further secure the payment of the Indebtedness (as defined in the Mortgage) and the performance of the Borrower of all of its obligations under the Note and the other Loan Documents (as defined in the Mortgage).

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Assignment, the parties hereto hereby agree as follows:

ARTICLE 1 - ASSIGNMENT

Section 1.1             Property Assigned. Assignor hereby absolutely and unconditionally assigns and grants to Lender the following property, rights, interests and estates, now owned, or hereafter acquired by Assignor:

(a)            Leases. All existing and future “leases” and “lease provisions” (as described in Exhibit B annexed hereto and made a part hereof) affecting the use, enjoyment, or occupancy of all or any part of that certain lot or piece of land, more particularly described in Exhibit A annexed hereto and made a part hereof, or all or any part of the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter located thereon (collectively, the “Property”) and the right, title and interest of Borrower, its successors and assigns, therein and thereunder.

(b)            Other Leases and Agreements. All other leases and other agreements, whether or not in writing, affecting the use, enjoyment or occupancy of the Property or any portion thereof now or hereafter made, whether made before or after the filing by or against Borrower of any petition for relief under 11 U.S.C. §101 et seq., as the same may be amended from time to time (the “Bankruptcy Code”) together with any extension, renewal or replacement of the same, this Assignment of other present and future leases and present and future agreements being effective without further or supplemental assignment. The “leases” and the “lease provisions” described in Subsection 1.1(a) and the leases and other agreements described in this Subsection 1.1(b) are collectively referred to as the “Leases”.

(c)            Rents. All “rents” (as described in Exhibit B annexed hereto and made a part hereof) whether paid or accruing before or after the filing by or against Assignor of any petition for relief under the Bankruptcy Code (collectively, the “Rents”).

(d)            Bankruptcy Claims. All of Assignor’s claims and rights (the “Bankruptcy Claims”) to the payment of damages arising from any rejection by a lessee of any Lease under the Bankruptcy Code.

(e)            Lease Guaranties. All of Assignor’s right, title and interest in and claims under any and all lease guaranties, letters of credit and any other credit support (individually, a “Lease Guaranty”, collectively, the “Lease Guaranties”) given by any guarantor in connection with any of the Leases or leasing commissions (individually, a “Lease Guarantor”, collectively, the “Lease Guarantors”) to Assignor.

(f)             Proceeds. All proceeds from the sale or other disposition of the Leases, the Rents, the Lease Guaranties and the Bankruptcy Claims.

(g)            Other. All rights, powers, privileges, options and other benefits of Assignor as lessor under the Leases and beneficiary under the Lease Guaranties, including without limitation the immediate and continuing right to make claim for, receive, collect and receipt for all Rents payable or receivable under the Leases and all sums payable under the Lease Guaranties or pursuant thereto (and to apply the same to the payment of the Debt or the Other Obligations), and to do all other things which Assignor or any lessor is or may become entitled to do under the Leases or the Lease Guaranties.

(h)            Entry. The right, at Lender’s option, upon revocation of the license granted herein, to enter upon the Property in person, by Lender or by court-appointed receiver, to collect the Rents.

(i)             Power of Attorney. Assignor’s irrevocable power of attorney, coupled with an interest, to take any and all of the actions set forth in Section 3.1 of this Assignment and any or all other actions designated by Lender for the proper management and preservation of the Property.

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(j)             Other Rights and Agreements. Any and all other rights of Assignor in and to the items set forth in subsections (a) through (i) above, and all amendments, modifications, replacements, renewals and substitutions thereof.

ARTICLE 2 - TERMS OF ASSIGNMENT

Section 2.1             Present Assignment and License Back. It is intended by Assignor that this Assignment constitute a present, absolute assignment of the Leases, Rents, Lease Guaranties and Bankruptcy Claims, and not an assignment for additional security only. Nevertheless, subject to the terms of this Section 2.1 and Section 3.1 hereof, Lender grants to Assignor a revocable license to collect, receive, use and enjoy the Rents, as well as other sums due under the Lease Guaranties. Assignor shall hold the Rents, as well as all sums received pursuant to any Lease Guaranty, or a portion thereof sufficient to discharge all current sums due on the Debt, in trust for the benefit of Lender for use in the payment of such sums.

Section 2.2             Notice to Lessees. Assignor hereby authorizes and directs the lessees named in the Leases or any other future lessees or occupants of the Property and all Lease Guarantors to pay over to Lender or to such other party as Lender directs all Rents and all sums due under any Lease Guaranties upon receipt from Lender of written notice to the effect that Lender is then the holder of this Assignment and that an Event of Default (as defined in the Mortgage) exists, and to continue so to do until otherwise notified by Lender.

Section 2.3             Incorporation by Reference. All representations, warranties, covenants, conditions and agreements contained in the Mortgage and the other Loan Documents as same may be modified, renewed, substituted or extended are hereby made a part of this Assignment to the same extent and with the same force as if fully set forth herein.

ARTICLE 3 - REMEDIES

Section 3.1             Remedies of Lender. Upon the occurrence of an Event of Default, the license granted to Assignor in Section 2.1 of this Assignment shall automatically be revoked, and Lender shall immediately be entitled to possession of all Rents and sums due under any Lease Guaranties, whether or not Lender enters upon or takes control of the Property. In addition, Lender may, at its option, without waiving such Event of Default, without regard to the adequacy of the security for the Indebtedness, either in person or by Lender, nominee or attorney, with or without bringing any action or proceeding, or by a receiver appointed by a court, dispossess Assignor and its agents and servants from the Property, without liability for trespass, damages or otherwise and exclude Assignor and its agents or servants wholly therefrom, and take possession of the Property and all books, records and accounts relating thereto and have, hold, manage, lease and operate the Property on such terms and for such period of time as Lender may deem proper and either with or without taking possession of the Property in its own name, demand, sue for or otherwise collect and receive all Rents and sums due under all Lease Guaranties, including those past due and unpaid with full power to make from time to time all alterations, renovations, repairs or replacements thereto or thereof as Lender may reasonably deem proper and may apply the Rents and sums received pursuant to any Lease Guaranties to the payment of the following in such order and proportion as Lender in its sole discretion may determine, any law, custom or use to the contrary notwithstanding: (a) all expenses of managing and securing the Property, including, without being limited thereto, the salaries, fees and wages of a managing Lender and such other employees or agents as Lender may reasonably deem necessary or desirable and all reasonable expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water charges, sewer rents and any other liens, and premiums for all insurance which Lender may reasonably deem necessary or desirable, and the reasonable cost of all necessary or desirable alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Property; and (b) the Indebtedness, together with all costs and reasonable attorneys’ fees. In addition, upon the occurrence of an Event of Default, Lender, at its option, may (1) complete any construction on the Property in such manner and form as Lender deems reasonably advisable, (2) exercise all rights and powers of Assignor, including, without limitation, the right to negotiate, execute, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents from the Property and all sums due under any Lease Guaranties, (3) either require Assignor to pay monthly in advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use and occupancy of such part of the Property as may be in possession of Assignor or (4) require Assignor to vacate and surrender possession of the Property to Lender or to such receiver and, in default thereof, Assignor may be evicted by summary proceedings or otherwise.

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Section 3.2             Other Remedies. Nothing contained in this Assignment and no act done or omitted by Lender pursuant to the power and rights granted to Lender hereunder shall be deemed to be a waiver by Lender of its rights and remedies under the Note, the Mortgage, the Guaranty or the other Loan Documents and this Assignment is made and accepted without prejudice to any of the rights and remedies possessed by Lender under the terms thereof. The right of Lender to collect the Indebtedness and to enforce any other security therefor held by it may be exercised by Lender either prior to, simultaneously with, or subsequent to any action taken by it hereunder. Assignor hereby absolutely, unconditionally and irrevocably waives any and all rights to assert any setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligations of Assignor under this Assignment, the Mortgage, the Note, the Guaranty, the other Loan Documents or otherwise with respect to the Loan in any action or proceeding brought by Lender to collect same, or any portion thereof, or to enforce and realize upon the lien and security interest created by this Assignment, the Mortgage, the Note, the Guaranty, or any of the other Loan Documents (provided, however, that the foregoing shall not be deemed a waiver of Assignor’s right to assert any compulsory counterclaim if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Assignor’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Lender in any separate action or proceeding).

Section 3.3             Other Security. Lender may take or release other security for the payment of the Indebtedness, may release any party primarily or secondarily liable therefor and may apply any other security held by it to the reduction or satisfaction of the Indebtedness without prejudice to any of its rights under this Assignment.

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Section 3.4             Non-Waiver. The exercise by Lender of the option granted it in Section 3.1 of this Assignment and the collection of the Rents and sums due under the Lease Guaranties and the application thereof as herein provided shall not be considered a waiver of any default by Borrower, as applicable, under the Note, the Mortgage, the Guaranty, the Leases, this Assignment or the other Loan Documents. The failure of Lender to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this Assignment. Assignor shall not be relieved of Assignor’s obligations hereunder by reason of (a) the failure of Lender to comply with any request of Assignor or any other party to take any action to enforce any of the provisions hereof or of the Mortgage, the Note or the other Loan Documents, (b) the release regardless of consideration, of the whole or any part of the Property, or (c) any agreement or stipulation by Lender extending the time of payment or otherwise modifying or supplementing the terms of this Assignment, the Mortgage, the Note, the Guaranty or any of the other Loan Documents. Lender may resort for the payment of the Indebtedness to any other security held by Lender in such order and manner as Lender, in its discretion, may elect. Lender may take any action to recover the Indebtedness, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of Lender thereafter to enforce its rights under this Assignment. The rights of Lender under this Assignment shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Lender shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision.

Section 3.5             Bankruptcy. (a)Upon or at any time after the occurrence of an Event of Default, Lender shall have the right to proceed in its own name or in the name of Assignor in respect of any claim, suit, action or proceeding relating to the rejection of any Lease, including, without limitation, the right to file and prosecute, to the exclusion of Assignor, any proofs of claim, complaints, motions, applications, notices and other documents, in any case in respect of the lessee under such Lease under the Bankruptcy Code.

(b)            If there shall be filed by or against Assignor a petition under the Bankruptcy Code, and Assignor, as lessor under any Lease, shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Assignor shall give Lender not less than ten (10) days’ prior notice of the date on which Assignor shall apply to the bankruptcy court for authority to reject the Lease. Lender shall have the right, but not the obligation, to serve upon Assignor within such ten-day period a notice stating that (i) Lender demands that Assignor assume and assign the Lease to Lender pursuant to Section 365 of the Bankruptcy Code and (ii) Lender covenants to cure or provide adequate assurance of future performance under the Lease. If Lender serves upon Assignor the notice described in the preceding sentence, Assignor shall not seek to reject the Lease and shall comply with the demand provided for in clause (i) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Lender of the covenant provided for in clause (ii) of the preceding sentence.

ARTICLE 4 - NO LIABILITY, FURTHER ASSURANCES

Section 4.1             No Liability of Lender. This Assignment shall not be construed to bind Lender to the performance of any of the covenants, conditions or provisions contained in any Lease or Lease Guaranty or otherwise impose any obligation upon Lender other than as expressly set forth herein. Lender shall not be liable for any loss sustained by Assignor resulting from Lender’s failure to let the Property after an Event of Default or from any other act or omission of Lender in managing the Property after an Event of Default unless such loss is caused by the willful misconduct or bad faith of Lender. Lender shall not be obligated to perform or discharge any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason of this Assignment and Assignor shall indemnify Lender for, and hold Lender harmless from, any and all liability, loss or damage which may or might be incurred under the Leases, any Lease Guaranties or under or by reason of this Assignment and from any and all claims and demands whatsoever, including the defense of any such claims or demands which may be asserted against Lender by reason of any alleged obligations and undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Leases or any Lease Guaranties. Should Lender incur any such liability, the amount thereof, including costs, expenses and reasonable attorneys’ fees, shall be secured by this Assignment and by the Mortgage and the other Loan Documents and Assignor shall reimburse Lender therefor within ten (10) days after written demand and upon the failure of Assignor so to do Lender may, at its option, declare all sums secured by this Assignment and by the Mortgage and the other Loan Documents immediately due and payable. This Assignment shall not operate to place any obligation or liability for the control, care, management or repair of the Property upon Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease Guaranties; nor shall it operate to make Lender responsible or liable for any waste committed on the Property by the tenants or any other parties, or for any dangerous or defective condition of the Property including, without limitation, the presence of any Hazardous Substances (as defined in the Mortgage), or for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any tenant, licensee, employee or stranger, except if any of the foregoing is caused by the acts or omissions of Lender, in its capacity as a tenant at the Property.

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Section 4.2             No Mortgagee in Possession. Nothing herein contained shall be construed as constituting Lender a “mortgagee in possession” in the absence of the taking of actual possession of the Property by Lender. In the exercise of the powers herein granted Lender, no liability shall be asserted or enforced against Lender, all such liability being expressly waived and released by Assignor.

Section 4.3             Further Assurances. Assignor will, at the cost of Assignor, and without expense to Lender, do, execute, acknowledge and deliver all and every such further acts, conveyances, assignments, notices of assignments, transfers and assurances as Lender shall, from time to time, reasonably require for the better assuring, conveying, assigning, transferring and confirming unto Lender the property and rights hereby assigned or intended now or hereafter so to be, or which Assignor may be or may hereafter become bound to convey or assign to Lender, or for carrying out the intention or facilitating the performance of the terms of this Assignment or for filing, registering or recording this Assignment and, on written demand, will execute and deliver, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien and security interest hereof in and upon the Leases.

ARTICLE 5 - MISCELLANEOUS PROVISIONS

Section 5.1             Conflict of Terms. In case of any conflict between the terms of this Assignment and the terms of the Mortgage, the terms of the Mortgage shall prevail.

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Section 5.2             No Oral Change. This Assignment and any provisions hereof may not be modified, amended, waived, extended, changed, discharged or terminated orally, or by any act or failure to act on the part of Assignor, but only by an agreement in writing signed by the party against whom the enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

Section 5.3             General Definitions. All capitalized terms not defined herein shall have the respective meanings set forth in the Mortgage. Unless the context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Assignment may be used interchangeably in singular or plural form and the word “Assignor” shall mean “each Assignor and any subsequent owner or owners of the Property or any part thereof or interest therein,” the word “Lender” shall mean “each Lender and any subsequent holder of the Note or any part thereof, the word “Note” shall mean “the Note and any other evidence of indebtedness secured by the Mortgage,” the word “Property” shall include any portion of the Property and any interest therein, the phrases “attorneys’ fees”, “legal fees” and “counsel fees” shall include any and all attorney’s, paralegal and law clerk fees and disbursements, including, but not limited to, fees and disbursements at the pre-trial, trial and appellate levels incurred or paid by Lender in protecting its interest in the Property, the Leases and the Rents and enforcing its rights hereunder; whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

Section 5.4             Inapplicable Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision.

Section 5.5             Governing Law.            (A)            THIS ASSIGNMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY ASSIGNOR AND ACCEPTED BY LENDER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS ASSIGNMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS WITH RESPECT TO THE PROPERTY SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, ASSIGNOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS ASSIGNMENT AND THE NOTE, AND THIS ASSIGNMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR ASSIGNOR ARISING OUT OF OR RELATING TO THIS ASSIGNMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE COUNTY OF SUFFOLK, STATE OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND ASSIGNOR WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND ASSIGNOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. ASSIGNOR DOES HEREBY DESIGNATE AND APPOINT

Rechler Equity Partners

225 Broadhollow Road, Suite 184W

Melville, New York 11747

Attention: Gregg Rechler

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN THE COUNTY OF SUFFOLK, STATE OF NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO ASSIGNOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON ASSIGNOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. ASSIGNOR (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN THE STATE OF NEW YORK (WHICH SUBSTITUTE LENDER AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN THE STATE OF NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 5.6             Termination of Assignment. Upon payment in full of the Indebtedness, this Assignment shall become and be void and of no effect and, upon request of Assignor, Lender shall deliver a termination of this Assignment, duly executed and in form for recording.

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Section 5.7             Notices. All notices or other written communications hereunder shall be delivered in accordance with the terms of the Mortgage.

Section 5.8             Waiver of Trial by Jury. ASSIGNOR AND LENDER, EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THE NOTE, THE APPLICATION FOR THE LOAN EVIDENCED BY THE NOTE, THIS ASSIGNMENT, THE NOTE, OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH.

Section 5.9             [Intentionally Omitted.]

Section 5.10           Headings, Etc. The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.

ARTICLE 6 - STATE-SPECIFIC PROVISIONS

Section 6.1             Inconsistencies. In the event of any inconsistencies between the terms and conditions of this Article 6 and the other terms and provisions of this Assignment, the terms and conditions of Article 6 shall control and be binding.

Section 6.2             Section 291-F Agreement. This Assignment is intended to be, and shall operate as, the agreement described in Section 291-f of the Real Property Law of the State of New York and shall be entitled to the benefits afforded thereby. Assignor hereby covenants and agrees that Assignor shall not, without the consent of Lender collect any Rents (exclusive of security deposits) more than thirty (30) days in advance of the time when the same shall become due. Assignor shall (unless such notice is contained in a Lease) deliver notice of this Assignment in form and substance acceptable to Lender, to all present and future holders of any interest in any Lease, by assignment or otherwise, and shall take such other action as may now or hereafter be reasonably required to afford Lender the full protections and benefits of Section 291-f. Assignor shall request the recipient of any such notice to acknowledge the receipt thereof.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, Assignor has executed this Assignment the day and year first above written.

ASSIGNOR:
REP 80 ARKAY DRIVE, LLC
By:	Rechler Management, LLC
	Its Management
By:	/s/ Gregg Rechler
	Name: Gregg Rechler
	Title:   Authorized Representative

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ACKNOWLEDGMENT

STATE OF NEW YORK )

: ss.:

COUNTY OF )

On the 12th day of March, in the year 2012, before me, the undersigned, personally appeared Gregg Rechler, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Matthew C. Lamstein

Notary Public

MATTHEW C. LAMSTEIN

Notary Public, State of New York

No. 02LA6130967

Qualified in Nassau County

Commission Expires July 25, 2012

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

EXHIBIT B

DESCRIPTION OF LEASES AND RENTS

As used in Subsection 1.1(a), the term “leases” shall mean all leases, subleases, licenses, franchises, concessions or grants of other possessory interests, tenancies, and any other agreements affecting the use, possession or occupancy of the Property or any part thereof (including, without limitation, guest rooms, restaurants, bars, conference and meeting rooms, and banquet halls and other public facilities), whether now or hereafter existing or entered into (including, without limitation, any use or occupancy arrangements created pursuant to Section 365(d) of the Bankruptcy Code or otherwise in connection with the commencement or continuance of any bankruptcy, reorganization, arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or occupant of any portion of the Property) and all amendments, modifications, supplements, extensions or renewals thereof, whether now or hereafter existing and all amendments, modifications, supplements, extensions or renewals thereof. As used in Subsection 1.1(a) the term “lease provisions” shall mean the right to enforce, whether at law or in equity or by any other means, all terms, covenants and provisions of the Leases.

As used in Subsection 1.1(c), the term “rents” shall mean all rents, issues, profits, royalties (including all oil and gas or other hydrocarbon substances), earnings, receipts, revenues, accounts, account receivable, security deposits and other deposits (subject to the prior right of the tenants making such deposits) and income, including, without limitation, fixed, additional and percentage rents, and all operating expense reimbursements, reimbursements for increases in taxes, sums paid by tenants to Assignor to reimburse Assignor for amounts originally paid or to be paid by Assignor or Assignor’s Lenders or affiliates for which such tenants were liable, as, or example, tenant improvements costs in excess of any work letter, lease takeover costs, moving expenses and tax and operating expense pass-throughs for which a tenant is solely liable, parking, maintenance, common area, tax, insurance, utility and service charges and contributions, proceeds of sale of electricity, gas, heating, air-conditioning and other utilities and services, deficiency rents and liquidated damages, and other benefits now or hereafter derived from any portion of the Property or otherwise due and payable or to become due and payable as a result of any ownership, use, possession, occupancy or operation thereof and/or services rendered, goods provided and business conducted in connection therewith (including any payments received pursuant to Section 502(b) of the Bankruptcy Code or otherwise in arrangement, insolvency, dissolution, receivership or similar proceedings, or any assignment for the benefit of creditors, in respect of any tenant or other occupants of any portion of the Property and all claims as a creditor in connection with any of the foregoing) and all cash or security deposits, advance rentals, and all deposits or payments of a similar nature relating thereto, now or hereafter, including during any period of redemption, derived from the Property or any portion thereof and all proceeds from the cancellation, surrender, sale or other disposition of the Leases.

EX-10.4

Exhibit 10.4

MORTGAGE AND SECURITY AGREEMENT

Dated: March 14, 2012

in the amount of

$16,200,000.00

from

REP 80 ARKAY DRIVE, LLC

Mortgagor

a New York limited liability company

having an address at:

c/o Rechler Equity Partners

225 Broadhollow Road, Suite 184W

Melville, New York 11747

to

STANDARD MICROSYSTEMS CORPORATION

Mortgagee

a Delaware corporation

having an address at:

80 Arkay Drive

Hauppauge, New York 11788

LOCATION OF PREMISES:

Address:	80 Arkay Drive	District:	0800
City:	Hauppauge	Section:	181.00
Town:	Smithtown	Block:	01.00
County:	Suffolk	Lots:	001.009, 001.015, 001.034, and 001.035
State:	New York

After recording, please return to:

Gary C. Hisiger, Esq.

MORITT HOCK & HAMROFF LLP

400 Garden City Plaza,

Garden City, New York 11530

MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”), made as of the 14th day of March, 2012, given by REP 80 ARKAY DRIVE, LLC, a New York limited liability company, having an address at c/o Rechler Equity Partners, 225 Broadhollow Road, Suite 184W, Melville, New York 11747 (the “Mortgagor”), in favor of STANDARD MICROSYSTEMS CORPORATION, a Delaware corporation, having an office at 80 Arkay Drive, Hauppauge, New York 11788 (“Mortgagee”).

W I T N E S S E T H :

WHEREAS, the Mortgagor is the owner of, that certain parcel of improved real property known as 80 Arkay Drive, Hauppauge, New York as more particularly described in Schedule A attached hereto and made a part hereof;

WHEREAS, concurrently herewith, Mortgagor is borrowing from Mortgagee (the “Loan”) the principal sum of $16,200,000.00 (the “Mortgage Loan Amount”); and

WHEREAS, in connection with the Loan, Mortgagor has executed and delivered to Mortgagee that certain Mortgage Loan Note, dated of even date herewith, made by Mortgagor, as maker, in favor of Mortgagee, as lender, in the original principal amount of $16,200,000.00 (such Note, as the same may be hereafter amended, modified or extended, being hereinafter called the “Note”) evidencing the indebtedness of Mortgagor to Mortgagee; and

WHEREAS, to secure the payment of the indebtedness under the Note in the Mortgage Amount, lawful money of the United States, to be paid in accordance with the terms and conditions set forth in the Note, together with interest thereon at the interest rate or rates set forth in the Note and together with any other sums that may become due and payable hereunder or under the Note or the other Loan Documents (as hereinafter defined), and to secure the performance by Mortgagor of its obligations hereunder, and the other Loan Documents, Mortgagor has agreed to execute and deliver to Mortgagee this Mortgage.

Certain Definitions

As used in this Mortgage, unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified, such definitions to be applicable equally to the singular and to the plural forms of such terms.

“Agreements” shall mean all agreements, contracts, certificates, instruments, franchises, permits, licenses, plans, specifications, warranties, guarantees, and other documents, now or hereafter entered into, and all rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and any Improvements or respecting any business or activity conducted at the Premises or any part thereof, or relating to any of the Chattels, and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, the right, upon the happening of an Event of Default hereunder, to receive and collect any sums payable to Mortgagor thereunder.

“Chattels” shall mean the Equipment, the Fixtures and the Personal Property.

“Claim” shall mean any action, claim, counterclaim, cross-claim, cause of action, suit, liability, demand, loss, expense, penalty, fine, judgment or other cost of any kind or nature whatsoever, including, without limitation, all fees, costs and expenses incurred in connection therewith of attorneys, consultants, contractors and experts.

“Code” shall mean the Uniform Commercial Code in effect in the State of New York, as amended from time to time.

“Default Rate” shall mean the Interest Rate provided in the Note plus three (3%) percent per annum, but in no event to exceed the maximum rate allowed by law.

“Easements” shall mean all easements, rights-of-way or use, rights, strips and gores of land, streets, ways, alleys, passages, sewer rights, water, water courses, water rights and powers, air rights, mineral rights and development rights, and all estates, rights, titles, interests, privileges, liberties, servitudes, tenements, hereditaments and appurtenances of any nature whatsoever, in any way now or hereafter belonging, relating or pertaining to the Land and/or the Improvements and the reversion and reversions, remainder and remainders, and all land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land, to the center line thereof and all the estates, rights, titles, interest, dower and rights of dower, curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to the Land and/or the Improvements and every part and parcel thereof, with the appurtenances thereto.

“Equipment” shall mean all “equipment,” as such term is defined in Article 9 of the Code, now owned or hereafter acquired by Mortgagor, which is used at or in connection with the Improvements or the Land or is located thereon or therein (including, but not limited to, all machinery, equipment, furnishing, and electronic data-processing and other office equipment now owned or hereafter acquired by the Mortgagor and any and all additions, substitutions and replacements of any of the foregoing), together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. Notwithstanding the foregoing, Equipment shall not include any property belonging to tenants under leases at the Premises, except to the extent that the Mortgagor shall have any rights or interest therein.

“Events of Default” shall mean the events and circumstances described as such in Section 2.01 hereof.

"Guarantor" means, collectively Gregg Rechler, Mitchell Rechler and Donald Rechler (the “Guarantor”).

"Guaranty" means that certain Guaranty of Recourse Carveouts, dated the date hereof, executed by the Guarantor.

“Expenses” shall mean all out-of-pocket fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after an Event of Default) by Mortgagee in making, funding, administering or modifying the Loan, in negotiating or entering into any “workout” of the Loan, or in exercising or enforcing any rights, powers and remedies provided in this Mortgage or any of the other Loan Documents, including, without limitation, reasonable attorneys’ fees and expenses, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, all or any part of the Mortgaged Property.

“Fixtures” shall mean all Equipment now owned, or the ownership of which is hereafter acquired, by Mortgagor which is so related to the Land and/or Improvements that it is deemed fixtures or real property under the law of the particular state in which the Equipment is located, including, without limitation, all building or construction materials intended for construction, reconstruction, alteration or repair of or installation at the Premises, construction equipment, appliances, machinery, plant equipment, fittings, apparatuses, fixtures and other items now or hereafter attached to, installed in or used in connection with (temporarily or permanently) any of the Premises, including, but not limited to, engines, devices for the operation of pumps, pipes, plumbing, cleaning, call and sprinkler systems, fire extinguishing apparatuses and equipment, heating, ventilating, plumbing, laundry, incinerating, electrical, air conditioning and air cooling equipment and systems, gas and electric machinery, appurtenances and equipment, pollution control equipment, security systems, disposals, dishwashers, refrigerators and ranges, recreational equipment and facilities of all kinds, and water, gas, electrical, storm and sanitary sewer facilities, utility lines and equipment (whether owned individually or jointly with others, and, if owned jointly, to the extent of the Mortgagor’s interest therein) and all other utilities whether or not situated in Easements, all water tanks, water supply, water power sites, fuel stations, fuel tanks, fuel supply, and all other structures, together with all accessions, appurtenances, additions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof. Notwithstanding the foregoing, “Fixtures” shall not include any property which tenants are entitled to remove pursuant to leases at the Premises, except to the extent that Mortgagor shall have any right or interest therein.

“Improvements” shall mean all structures, buildings, additions, extensions, modifications and all other improvements of any kind whatsoever, and replacements of any of the foregoing, now or hereafter located at or upon the Land.

“Indebtedness” shall have the meaning accorded such term in the Granting Clause of this Mortgage.

“Intangibles” shall mean all “general intangibles” (as such quoted term is defined in the Code) in any way relating to the Premises, or any part thereof, and that Mortgagor owns, including, without limitation, all intellectual property, goodwill and books and records relating to the business operated or to be operated on the Premises or any part thereof, together with all unearned premiums, accrued, accruing or to accrue under all insurance policies now or hereafter obtained by Mortgagor insuring the Mortgaged Property and all rights and interest of Mortgagor thereunder.

“Interest Rate” shall have the meaning accorded such term in the Note.

“Land” shall mean the real property described in Schedule A attached hereto and by this reference, made a part hereof, including, without limitation, all of the air space, easements, rights, privileges, royalties and appurtenances thereunto belonging or in anywise appertaining thereto, and all of the estate, right, title, interest, claim or demand whatsoever of Mortgagor therein and in the streets, alleys and ways adjacent thereto, either at law or in equity, in possession or expectancy, now or hereafter acquired.

“Loan” shall mean the loan from Mortgagee to Mortgagor evidenced by the Note, which is being secured by, among other things, this Mortgage.

“Loan Documents” shall mean this Mortgage, the Note and the Guaranty, each dated of even date herewith, executed and delivered by Mortgagor among others, in favor of Mortgagee, all Uniform Commercial Code financing statements in respect of the Mortgaged Property and all other documents, agreements, instruments, certificates, title policies and the like securing and/or evidencing the Mortgage Amount and other Indebtedness and/or executed and/or delivered by or on behalf of the Mortgagor in connection with the closing of the Loan or at any time thereafter.

“Mortgaged Property” shall have the meaning accorded such term in the Granting Clause of this Mortgage.

“Person” shall mean an individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any governmental authority or any other entity.

“Personal Property” shall mean all furniture, furnishings, objects of art, machinery, goods, tools, supplies, appliances, contract rights, accounts, including, without limitation, all bank accounts maintained by or on behalf of Mortgagor, and any other accounts established pursuant to any of the Loan Documents, accounts receivable, franchises, licenses, certificates and permits, and all other personal property of any kind or character whatsoever (as defined in and subject to the provisions of the Code), other than Fixtures, which are now or hereafter owned by Mortgagor and which are located within or about the Premises, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof, and the right, title and interest of Mortgagor in and to any of the Personal Property which may be subject to the lien of any security interest, as defined in the Code, superior to the lien of this Mortgage, and all proceeds and products of the foregoing.

“Power of Sale” shall mean the right, power and authority of Mortgagee to sell or cause the sale of the Mortgaged Property and/or a part or parts thereof, at a public sale or auction, after any Event of Default and in accordance with and pursuant to Article 14 of the Real Property Actions and Proceedings Law of the State of New York, as the same may hereafter be modified or amended, or any successor statute or statutes, and/or under and pursuant to any other laws or regulations now in effect and/or hereafter enacted, which provides for and/or enables the property encumbered by a mortgage to be sold by a mortgagee and/or its agents and/or representatives in a public and/or private non-judicial sale.

“Premises” shall mean, collectively, the Land and the Improvements.

All terms of this Mortgage not defined above shall have the respective meanings accorded such terms in this Mortgage.

Granting Clause

NOW, THEREFORE, Mortgagor, in consideration of the premises and in order to secure payment of the principal of the Note and the interest and any and all other sums payable on the Note, under this Mortgage or the other Loan Documents, as well as, without limitation, all loans, advances, indebtedness, notes, liabilities, rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, forward transactions, currency swap transactions, cross-currency rate swap transactions, currency options and amounts, liquidated or unliquidated, owing by the Mortgagor to the Mortgagee or any affiliate of Mortgagee any time, of each and every kind, nature and description, whether arising under this Mortgage or otherwise, and whether secured or unsecured, direct or indirect (that is, whether the same are due directly by the Mortgagor to the Mortgagee or any affiliate thereof; or are due indirectly by the Mortgagor to the Mortgagee or any affiliate thereof as endorser, guarantor or other surety, or as borrower of obligations due third persons which have been endorsed or assigned to the Mortgagee or any affiliate thereof, or otherwise), absolute or contingent, due or to become due, now existing or hereafter arising or contracted, including, without limitation, payment when due of all amounts outstanding respecting any of the Loan Documents (all of such obligations are hereinafter referred to, collectively, as the “Indebtedness”), and the performance and observance of all the other provisions hereof, of the Note and the other Loan Documents, hereby gives, grants, mortgages, bargains, sells, warrants, aliens, remises, releases, conveys, assigns, transfers, hypothecates, deposits, pledges, sets over and confirms unto Mortgagee all of its respective estate, right, title and interest in, to and under any and all of the following described property (collectively, the “Mortgaged Property”), whether now owned or held or hereafter acquired:

(a)            the Land;

(b)            the Improvements;

(c)            the Easements;

(d)            the Chattels;

(e)            the Intangibles;

(f)             the Agreements;

(g)            all awards or payments, including interest thereon, which may heretofore and hereafter be made with respect to the Premises, whether from the exercise of the right of eminent domain or condemnation (including but not limited to any transfer made in lieu of or in anticipation of the exercise of the right), or for a change of grade, or for any other injury to or decrease in the value of the Premises;

(h)            all proceeds in respect of the Mortgaged Property under any insurance policies covering the Mortgaged Property, including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the Mortgaged Property;

(i)             all refunds, rebates or credits in connection with reduction in real estate taxes and assessments charged against the Premises as a result of tax certiorari or any applications or proceedings for reduction or otherwise;

(j)             all leases and other agreements affecting the use, enjoyment or occupancy of the Premises or any part thereof heretofore or hereafter entered into (collectively, the “Leases”) and all right, title and interest of Mortgagor therein and thereunder, including, without limitation, cash, letters of credit or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, income, issues and profits (including all oil and gas or other mineral royalties and bonuses) from the Land and the Improvements (collectively, the “Rents”) and all proceeds from the sale or other disposition of the Leases;

(k)            the right, only to the extent set forth herein, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding brought with respect to the Mortgaged Property and to commence any action or proceeding to protect the interest of the Mortgagee in the Mortgaged Property; and

(l)             all proceeds of any of the foregoing converted into cash, property, claims or otherwise.

TO HAVE AND TO HOLD unto Mortgagee and its successors and assigns, forever to its and their own proper use and behoof; and Mortgagor also does for itself, its successors and assigns, covenant with the Mortgagee, and its successors and assigns, that at and until the ensealing of these presents, it is well seized of the Premises in fee simple, and has good right to mortgage, bargain and sell the same and that the same are free from all encumbrances whatsoever except for those permitted encumbrances and other matters set forth on Schedule B of the title insurance policy insuring the lien of this Mortgage, and the PILOT Agreement (collectively, the “Permitted Encumbrances”).

ARTICLE I.

Particular Covenants of Mortgagor

Mortgagor represents, warrants, covenants and agrees as follows:

SECTION 1.01 Mortgagor represents, warrants and covenants that it has a good and marketable title to a leasehold interest in the Premises subject to no lien, charge or encumbrance, other than the Permitted Encumbrances; that it will own the Chattels free and clear of liens and claims; that this Mortgage is and will remain a valid and enforceable first lien on the Mortgaged Property subject only to the exceptions referred to above; that the execution and delivery of this Mortgage, the Note and the other Loan Documents has been duly authorized by Mortgagor and that there is no provision in any document relating to Mortgagor that evidences or establishes the existence of Mortgagor requiring further consent for such action by any other entity or person; that it is duly organized, validly existing and is in good standing under the laws of the state of its formation or incorporation, as the case may be; that it has (i) all necessary licenses, authorizations, registrations, permits and/or approvals and (ii) full power and authority to own its properties and carry on its business as presently conducted and the execution and delivery by it of and performance of its obligations under this Mortgage, the Note and the other Loan Documents will not result in Mortgagor being in default under any provisions of any document that evidences or establishes the existence of Mortgagor or of any mortgage, credit or other agreement to which Mortgagor is a party or by which it is bound or that affects Mortgagor or the Premises, or any part thereof; that it will preserve such title, and will forever warrant and defend the same unto Mortgagee and its successors and assigns, and will forever warrant and defend the validity and priority of such lien hereof against the claims of all persons and parties whomsoever, subject only to the Permitted Encumbrances.

SECTION 1.02 (a) Mortgagor will, at the sole cost and expense of Mortgagor, and without expense to Mortgagee do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, deeds of trust, assignments, notices of assignment, transfers and assurances as Mortgagee shall from time to time reasonably require, for the better assuring, conveying, mortgaging, assigning, transferring and confirming unto Mortgagee the property and rights hereby conveyed, mortgaged or assigned or intended now or hereafter so to be, or that Mortgagor may be or may hereafter become bound to convey, mortgage or assign to Mortgagee, or for more effectively carrying out the intention or facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage and, within ten (10) days after written demand therefor, will execute and deliver chattel mortgages or comparable security instruments to evidence more effectively the lien hereof upon the Mortgaged Property or any part thereof, provided, however, Mortgagor hereby authorizes Mortgagee to execute and file same in the name of Mortgagor to the extent it may be lawful to do so should Mortgagor fail to do so within ten (10) days after Mortgagee’s written demand therefor. Mortgagor will also, within ten (10) days after Mortgagee’s written request, sign any affidavits or other documents or instruments which may be necessary to maintain the priority of the lien of this Mortgage with respect to the Mortgaged Property or any part thereof, or to release or enforce such lien, including but not limited to any amendments, corrections, deletions or additions to this Mortgage.

(b)            Mortgagor expressly agrees, intending that Mortgagee rely thereon, that this Mortgage shall also constitute a “security agreement,” as such term is defined in the Code with respect to the Chattels, Intangibles and other Mortgaged Property. Mortgagor further expressly agrees, intending that Mortgagee rely thereon, that this Mortgage, to the extent permitted by law, shall also constitute a “financing statement,” as such term is defined in the Code with respect to the Fixtures. By its execution of this Mortgage, Mortgagor hereby authorizes Mortgagee to file and/or record this Mortgage as a security instrument and fixture filing with respect to the Mortgaged Property or any part thereof, and authorizes Mortgagee to file one or more financing statements, amendments, fixture filings, renewals or continuation statements with respect to the Mortgaged Property or any part thereof, and authorizes Mortgagee to file any other document or instrument as may from time to time be permitted under the Code or which Mortgagee may otherwise deem reasonably necessary in connection with the Mortgaged Property or any part thereof. If requested by Mortgagee in writing, Mortgagor agrees to sign all such financing statements, amendments, renewal or continuation statements and other instruments and documents, and Mortgagor hereby authorizes Mortgagee to sign all such financing statements, amendments, renewals, continuation statements, documents and instruments in Mortgagor’s name as Mortgagor’s attorney-in-fact should Mortgagor fail to sign same within ten (10) days after Mortgagee’s written request.

SECTION 1.03 (a) Mortgagor forthwith upon the execution and delivery of this Mortgage, and thereafter from time to time, agrees to assist and cooperate with the Mortgagee to cause this Mortgage, and any security instrument creating a lien or evidencing the lien hereof upon the Chattels and/or the Intangibles and each instrument of further assurance to be filed, registered and/or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the interest of Mortgagee in, the Mortgaged Property.

(b)            Mortgagor will pay all filing, registration or recording fees, taxes and other charges, and all costs and expenses incident to the execution, acknowledgment, delivery and recording and/or filing of this Mortgage, the other Loan Documents, any mortgage supplemental hereto, any other security instrument with respect to the Chattels or the Intangibles, and any instrument of further assurance, and all Federal, state, county and municipal stamp taxes and other taxes, duties, impositions, assessments and charges arising out of or in connection with the execution and delivery of the Note, this Mortgage or any mortgage supplemental hereto, any security instrument with respect to the Chattels and/or the Intangibles, any other Loan Document or any instrument of further assurance.

(c)            Upon Mortgagor’s full satisfaction of the Indebtedness and all of Mortgagor’s other obligations under the Note, this Mortgage and the other Loan Documents, at Mortgagor’s request and at Mortgagor’s sole cost and expense (including, without limitation, the payment of all reasonable legal fees and disbursements), Mortgagee shall execute and promptly deliver to Mortgagor a release of the lien of this Mortgage and the Assignment of Leases and Rents and termination statements as to any Uniform Commercial Code financing statements filed by Mortgagee in respect of the Mortgaged Property, or at Mortgagor’s option, Mortgagee shall execute and deliver an Assignment of this Mortgage and the Note to such new lender as Mortgagor shall designate, as more particularly set forth in Section 3.19 below. Mortgagor shall be responsible for the recordation and filing of such release or assignment and termination statements. Upon written request of Mortgagor following the full satisfaction of the Indebtedness and all of Mortgagor’s other obligations under the Note, this Mortgage and the other Loan Documents, Mortgagee shall return the original Note to Mortgagor.

SECTION 1.04 Mortgagor will punctually pay the principal and interest and all other sums to become due in respect of the Note at the time and place and in the manner specified in the Note, according to the true intent and meaning thereof, all in any coin or currency of the United States of America that at the time of such payment shall be legal tender for the payment of public and private debts, and all such principal and interest due in respect of the Note is hereby deemed an obligation due under this Mortgage.

SECTION 1.05 Mortgagor will, so long as it is the owner of the Mortgaged Property or any part thereof, do all things necessary to preserve and keep in full force and effect its existence, rights and privileges as a general partnership, and will comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental authority or court applicable to Mortgagor or to the Mortgaged Property of any part thereof, including the maintaining of a valid temporary Certificate of Occupancy or permanent Certificate of Occupancy for the entire Mortgaged Property during the term of the Note.

SECTION 1.06 All right, title and interest of Mortgagor in and to all extensions, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by, or released to, Mortgagor, or constructed, assembled or placed by Mortgagor on the Premises or any part thereof, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment or other act by Mortgagor, shall become subject to the lien of this Mortgage as fully and completely, and with the same effect, as though now owned by Mortgagor and specifically described in the Granting Clause hereof, but at any and all times, upon ten (10) days prior written demand, Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as the Mortgagee may require for the purpose of expressly and specifically subjecting the same to the lien of this Mortgage.

SECTION 1.07 (a) Mortgagor, from time to time when the same shall become due and payable, will pay and discharge all taxes of every kind and nature, all general and special assessments, levies, permits, inspection and license fees, all water and sewer rents and charges, and all other public charges whether of a like or different nature, imposed upon or assessed against the Mortgaged Property, or any part thereof, or upon the revenues, rents, issues, income and profits of the Mortgaged Property, or any part thereof, or arising in respect of the occupancy, use or possession thereof. Mortgagor will, upon the request of Mortgagee, deliver to Mortgagee receipts evidencing the payment of all such taxes, assessments, levies, fees, rents and other public charges imposed upon or assessed against the Mortgaged Property, or any part thereof, or the revenues, rents, issues, income or profits thereof.

(b)            Mortgagor will pay, from time to time when the same shall become due, all lawful claims and demands of mechanics, materialmen, laborers and others, which claims and demands, if unpaid, might result in, or permit the creation of, a lien on the Mortgaged Property or any part thereof, or on the revenues, rents, issues, income and profits arising therefrom and in general will do or cause to be done everything necessary so that the lien of this Mortgage shall be fully preserved, at the sole cost and expense of Mortgagor, without expense to Mortgagee.

(c)            Nothing in this Section 1.07 shall require the payment or discharge of any obligation imposed upon Mortgagor by this Section so long as Mortgagor shall in good faith and at its own cost and expense contest the same or the validity thereof by appropriate legal proceedings that shall operate to prevent the collection thereof or other realization thereon and the sale or forfeiture of the Premises or any part thereof to satisfy the same; provided that during such contest Mortgagor shall, at the option of Mortgagee, provide security reasonably satisfactory to Mortgagee, assuring the discharge of Mortgagor’s obligation hereunder and of any additional charge, penalty or expense arising from or incurred as a result of such contest; and provided further that if, at any time, payment of any obligation imposed upon Mortgagor by subsection (a) of this Section shall become necessary to prevent the delivery of a tax deed, or its equivalent, conveying the Premises or any other part of the Mortgaged Property, or any part thereof, because of non payment, then Mortgagor shall pay the same in sufficient time to prevent the delivery of such tax deed or its equivalent.

SECTION 1.08 Mortgagor will pay any and all taxes, charges, fees and/or levies by reason of Mortgagee’s ownership of and interest in the Note, this Mortgage or the other Loan Documents and/or resulting from the exercise by Mortgagee of any of its rights and/or remedies provided for under this Mortgage, except for income taxes. The obligations assumed by Mortgagor pursuant to this Section 1.08 shall survive the exercise by Mortgagee of any of its rights and/or remedies under this Mortgage.

SECTION 1.09 (a) Mortgagor will keep the Improvements and the Premises insured (i) against loss by fire for the benefit of Mortgagee, (ii) against loss by flood if the Premises is located in an area identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (the “Insurance Policies”). Mortgagor shall assign and deliver said policies to Mortgagee. Mortgagor shall reimburse Mortgagee for any premiums paid for insurance made by Mortgagee on Mortgagor’s default in so insuring the Improvements and the Premises or in so assigning and delivering the policies. The fire insurance policy required hereunder shall contain the usual extended coverage endorsement.

(b)            Mortgagor shall give Mortgagee prompt written notice of any damage to, or destruction of, the Improvements, or any part thereof, or of any other casualty or loss at or affecting the Premises or the Chattels, and Mortgagee shall have the right to join Mortgagor in adjusting any insurance claim in respect of any such damage, destruction, casualty or loss in excess of $100,000.00. Notwithstanding anything to the contrary contained herein or in Section 254 of the Real Property Law of the State of New York or any other provision of applicable law, the proceeds of any insurance coming into the possession of Mortgagee in respect of any damage, destruction, casualty or loss shall not be deemed trust funds, and Mortgagee shall allow all or a portion of such proceeds to be used for the restoration of the Mortgaged Property unless (i) Mortgagor, as landlord under a lease with Mortgagee, as tenant, exercises its right under such lease to terminate said lease as a result of the loss, or (ii) such loss occurs in the last twelve (12) months of the term of the Note secured by this Mortgage and as a result of such loss all or substantially all of the tenants of the Building at such time have the right to terminate their leases due to such loss, then in either of such events the Mortgagee may require application of the insurance proceeds to the principal balance of the Indebtedness. In the event any such insurance proceeds shall be used to reduce the Indebtedness, the same shall be applied by Mortgagee, after the deduction therefrom and repayment to Mortgagee of any and all costs incurred by Mortgagee in the recovery thereof (including reasonable attorneys’ fees and disbursements), in any manner it shall designate, including but not limited to, the application of such proceeds to the then unpaid installments of the principal balance due under the Note in the inverse order of their maturity, such that the regular payments, if any, under the Note shall not be reduced or altered in any manner. Any prepayment of the Note from the proceeds of insurance shall be without prepayment premium.

(c)            Unless, as provided above, the Mortgagee requires the Indebtedness to be paid in full within thirty (30) days of the date of any damage, destruction, loss or other casualty to the Improvements, and provided that casualty insurance proceeds are otherwise made available to Mortgagor, Mortgagor shall promptly commence and diligently continue to perform the repairs, restoration and rebuilding of the portion of the Improvements so damaged or destroyed (hereinafter the “Work”) so as to restore the Improvements and Chattels in full compliance with all legal requirements and so that the Mortgaged Property shall be at least equal in value and general utility as they were prior to such damage or destruction.

(d)            During any period that Work is being performed at the Premises by Mortgagor, Mortgagor, at its sole cost and expense, shall maintain in full force and effect a builder’s “all risk” insurance policy insuring the Improvements against such risks on a replacement cost basis (including, without limitation, fire and extended coverage and collapse of the Improvements to agreed limits) as Mortgagee may request. Such policy shall be deemed an Insurance Policy hereunder for all purposes and shall fully comply with the provisions of Section 1.09(a) hereof.

(e)            If the insurance proceeds, less the cost, if any, to Mortgagee of such recovery and of paying out such proceeds (including reasonable attorneys’ fees and costs allocable to inspecting the Work and the plans and specifications therefor) should be paid towards restoration of the Improvements and Chattels or if such insurance proceeds are applied toward such restoration, then such insurance proceeds shall be applied by Mortgagee to the payment of the cost of the Work and shall be paid out from time to time to Mortgagor and/or, at Mortgagee’s option, directly to the contractor, subcontractors, materialmen, laborers, engineers, architects and other persons rendering services or materials for the Work, as said Work progresses except as otherwise hereinafter provided, but subject to the following conditions, any of which Mortgagee may freely waive, at Mortgagee’s sole discretion:

(i)             Each request for payment shall be made on five (5) days prior notice to Mortgagee and shall be accompanied by a certificate of the Mortgagees inspector or the Architect if one is required under subsection (e) above, otherwise by a certificate of an officer of Mortgagor, stating (A) that all of the Work completed has been done in compliance with the approved plans and specifications, if any be required under said subsection (e) above, and in accordance with all provisions of law; (B) the sum requested is justly required to reimburse Mortgagor for payments by Mortgagor to, or is justly due to, the contractor, subcontractor, materialmen, laborers, engineers, architects or other persons rendering services or materials for the Work (giving a brief description of such services and materials), and that when added to all sums, if any, previously paid out by Mortgagee does not exceed the value of the Work done to date of such certificate, and (C) that the amount of such proceeds and other deposits remaining in the hands of Mortgagee will be sufficient on completion of the Work to pay for the same in full (giving in such reasonable detail as Mortgagee may require an estimate of the cost of such completion);

(ii)            Each request shall be accompanied by waivers of liens satisfactory to Mortgagee covering that part of the Work previously paid for, if any, and by a search prepared by the title company which insured the lien of the Mortgage or by other evidence satisfactory to Mortgagee, that there has not been filed with respect to the Premises or any part thereof any mechanic’s lien or other lien or instrument for the retention of title in respect of any part of the Work not discharged of record and that there exist no encumbrances on or affecting the Premises or any part thereof or any part of the other Mortgaged Property, other than the Permitted Encumbrances, if any;

(iii)           The request for any payment after the Work has been completed shall be accompanied by a copy of all certificates, permits, licenses, waivers and/or other documents required by law to render occupancy of the Premises legal; and

(iv)           Upon completion of the Work and payment in full therefor, or upon failure on the part of Mortgagor to commence, as provided in Section 1.09(c) above, or diligently to continue the Work, or at any time upon request by Mortgagor, Mortgagee may apply the amount of any such proceeds then or thereafter in the hands of Mortgagee to the payment of the Indebtedness; provided, however, that nothing herein contained shall prevent Mortgagee from applying at any time the whole or any part of such proceeds to the curing of any default after expiration of applicable notice and cure periods under this Mortgage, the Note or any other Loan Documents.

SECTION 1.10 If Mortgagor shall fail to perform any of the covenants contained in Sections 1.01, 1.03, 1.05, 1.07, 1.08, 1.09, 1.12 or 1.21 hereof, Mortgagee may make advances to perform the same on its behalf upon thirty (30) days’ prior written notice to Mortgagor, and all sums so advanced shall be a lien upon the Mortgaged Property and shall be secured hereby. Mortgagor will repay on demand all sums so advanced on its behalf with interest at the Default Rate. The provisions of this Section shall not prevent any default in the observance of any covenant contained in said Sections 1.01, 1.03, 1.05, 1.07, 1.08, 1.09, 1.12 or 1.21 from constituting an Event of Default.

SECTION 1.11 (Intentionally Omitted)

SECTION 1.12 Mortgagor will not commit any material waste on the Mortgaged Property, or any part thereof, or make any change in the use of the Mortgaged Property, or any part thereof, that will in any way materially decrease the value of the Mortgaged Property or increase the risk of fire or other hazard or casualty arising out of construction or operation. Mortgagor will, at all times, maintain the Improvements in good operating order and condition and will promptly make, from time to time, all repairs, renewals, replacements, additions and improvements in connection therewith which are necessary or desirable to such end. The Improvements shall not be demolished or substantially altered, nor shall any Chattels be removed (other than in the ordinary course of business) without the prior written consent of Mortgagee, except where appropriate replacements free of superior title, liens and claims are immediately made having value at least equal to the value of the removed Chattels.

SECTION 1.13 Mortgagor, immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of the Premises or any part thereof, will notify Mortgagee of the pendency of such proceedings. Mortgagee may participate in any such proceedings and Mortgagor from time to time will deliver to Mortgagee all instruments requested by it, in writing, to permit such participation. In the event of such condemnation proceedings, the award or compensation payable is hereby assigned to and shall be paid to Mortgagee. Mortgagee shall be under no obligation to question or challenge the amount of any such award or compensation and may accept the same in the amount in which the same shall be paid. In any such condemnation proceedings, Mortgagee may be represented by counsel selected by Mortgagee. The proceeds of any award or compensation so received shall at the option of Mortgagee, either be applied toward the payment of the Indebtedness notwithstanding the fact that the Indebtedness may not then be due and payable, and/or to the restoration of the Improvements (in the case of a partial condemnation that affects the Improvements in such a way that restoration is required to such Improvements). In the event that any portion of the condemnation awards or compensation shall be used to reduce the Indebtedness, same shall be applied by Mortgagee in any manner it shall designate, including, but not limited to, the application of such award or compensation to the then unpaid installments of the principal balance due under the Note in the inverse order of their maturity such that the regular payments under the Note shall not be reduced or altered in any manner. Mortgagor, upon written request by Mortgagee, shall make, execute and deliver any and all instruments requested for the purpose of confirming the assignment of the aforesaid awards and compensation to Mortgagee free and clear of any liens, charges or encumbrances of any kind or nature whatsoever. Mortgagee shall not be limited to the interest paid on the proceeds of any award or compensation, but shall be entitled to the payment by Mortgagor of interest at the applicable rate provided for in the Note.

SECTION 1.14 (a) The Mortgagor will not execute an assignment of any Leases affecting the Premises or any part thereon, or the Rents, or any part thereof, from the Premises, except in favor of Mortgagee.

(b)            Mortgagor will not execute any Lease of all or a substantial portion of the Premises except with the intention of actual occupancy by the lessee thereunder (or an affiliate of such lessee), and will at all times promptly and faithfully perform, or cause to be performed promptly, all of the covenants, conditions and agreements contained in all Leases of the Premises, or any part thereof, now or hereafter existing, on the part of the lessor thereunder to be kept and performed and will at all times do all things necessary to compel performance by the lessee under each Lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any of such Leases provide for the giving by the lessee of an estoppel certificate with respect to the status of any such Leases, Mortgagor shall exercise its right to request such certificates within ten (10) days of any written demand therefor by Mortgagee.

(c)            Mortgagor shall furnish to Mortgagee, within ninety (90) days after the end of each fiscal year, a written statement containing the names of all lessees of the Improvements and Premises or any part thereof, the terms of their respective leases, the space occupied and the rentals payable thereunder. The foregoing reporting requirement shall not apply during the period in which Mortgagee is the sole tenant of the Premises.

SECTION 1.15 Unless otherwise prohibited by applicable law, each Lease of the Premises, or of any part thereof, shall provide that, in the event of the enforcement by Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, upon request of any person succeeding to the interest of Mortgagor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of such Lease; provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said Lease, or (ii) any material amendment or modification of the Lease made without the consent of Mortgagee or such successor in interest. Reference is hereby made to Section 291-f of the Real Property Law of the State of New York, for purposes of obtaining for Mortgagee the benefit of Section 291-f in connection with this Mortgage. Each such Lease shall provide that upon request by such successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment.

SECTION 1.16 Mortgagor hereby agrees that if in connection with the closing of the Loan (a) any of the Loan Documents executed by Mortgagor misstates or inaccurately reflects the true and correct terms and provisions of the Loan, or (b) Mortgagor failed to execute any documents or instruments that should have been executed by Mortgagor (regardless of whether said misstatement, inaccuracy or failure was due to the unilateral mistake of Mortgagee, the mutual mistake of Mortgagor and Mortgagee, or clerical error), then in such event, Mortgagor shall, within ten (10) days of Mortgagee’s written request, and in order to correct any such misstatement, inaccuracy or failure, execute such new Loan Documents as Mortgagee may deem reasonably necessary or desirable to remedy said inaccuracy, mistake or failure.

SECTION 1.17 In the event any payment provided for herein or in the Note shall become overdue for a period in excess of fifteen (15) days, a late charge of five cents ($.05) for each dollar ($1.00) so overdue shall become immediately due to Mortgagee for the purpose of defraying the expenses incidental to handling such delinquent payment, and such charge shall be deemed to be part of the Indebtedness and secured by the lien of this Mortgage. Late charges shall be payable with the next installment of principal and/or interest due under the Note.

SECTION 1.18 Mortgagor, in compliance with Section 13 of the Lien Law of the State of New York, will receive the advances secured by this Mortgage, and will hold the right to receive such advances, as a trust fund to be applied first for the purpose of paying the cost of Improvements to the Premises and will apply the same first to the payment of the cost of any such Improvements to the Premises before using any part of the total of the same for any other purpose.

SECTION 1.19 Mortgagor agrees that it shall indemnify and hold Mortgagee and its successors and assigns harmless against any loss or liability, cost or expense, including without limitation, any judgments, reasonable attorneys’ fees, costs of appeal bonds and printing costs, arising out of or relating to any proceedings instituted by any claimant alleging priority over the lien of this Mortgage by any claimant alleging a violation by Mortgagor or Mortgagee of any section of Article 3-A of the Lien Law of the State of New York.

SECTION 1.20 Upon written request of Mortgagee, Mortgagor shall execute and deliver to the appropriate governmental authority any affidavit, instrument, document and/or filing required pursuant to any applicable statute, ordinance, rule and/or regulation in connection with the Premises, the Note and other Loan Documents and/or the business and affairs of Mortgagor.

SECTION 1.21 Mortgagor expressly covenants and agrees to pay in full the reasonable fees and expenses of Mortgagee’s counsel, promptly upon the receipt of a statement therefor, which are incurred after the date hereof and which fees and expenses arise in connection with any matter incidental to the loan that is evidenced by the Note and secured by this Mortgage and those fees and expenses that are incurred after the date hereof which fees and expenses arise in connection with the enforcement of any document executed in connection with the loan.

SECTION 1.22 (a) Mortgagor represents and warrants that, except as set forth in that certain environmental assessment prepared by Environmental Impact, dated August 8, 2011 (the “Environmental Report”), to the best of Mortgagor’s knowledge, after due inquiry and investigation, the Premises are not now used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process or in any manner deal with, except in accordance with applicable laws, Hazardous Materials (as hereinafter defined). Mortgagor covenants that the Premises shall be kept free of Hazardous Materials, and shall not be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process or in any manner deal with, Hazardous Materials, and Mortgagor shall not cause or permit, as a result of any intentional or unintentional act or omission on the part of Mortgagor or any tenant or subtenant or occupant, the installation of Hazardous Materials at the Premises or onto any other property or affecting any “natural resources” (as such term is defined in CERCLA (as hereafter defined)) or suffer the presence of Hazardous Materials on the Premises. Mortgagor agrees to comply with, and use commercially reasonable efforts to ensure compliance by all tenants, subtenants and occupants with all applicable Federal, state and local laws, ordinances, rules and regulations with respect to Hazardous Materials (collectively, “Environmental Laws”), and shall keep the Premises and the other Mortgaged Property free and clear of any liens or assessments imposed pursuant to such Environmental Laws. Mortgagor shall conduct and complete all investigations, studies, sampling, and testing, and all remedial, removal, and other actions necessary to clean up and remove all Hazardous Materials on, from or affecting the Mortgaged Property or any part thereof in accordance with all applicable Environmental Laws and to the satisfaction of Mortgagee. For these purposes, “Hazardous Materials” shall include, without limitation, any flammable explosives, radioactive materials, hazardous wastes, hazardous or toxic substances, or related or similar materials, asbestos or any material containing asbestos, or any other substance or material as defined by any Federal, state or local Environmental Law including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., as amended, including, without limitation, the Superfund Amendments and Reauthorization Act of 1986 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sections 6901, et seq., and in the regulations adopted and publications promulgated pursuant thereto. These obligations and liabilities of Mortgagor shall survive any foreclosure involving the Mortgaged Property or the delivery of a deed in lieu of foreclosure. Notwithstanding anything to the foregoing, it is expressly understood that Mortgagee, as tenant at the Premises under those certain sublease agreements being executed contemporaneously herewith, will be using certain Hazardous Materials at the Premises as part of its business operations, which use shall be in accordance with applicable Environmental Laws and shall not be deemed a violation by Mortgagor of the provisions of this Section 1.22.

(b)            Mortgagor shall protect, indemnify and save harmless Mortgagee and its successors and assigns from and against all liabilities, obligations, claims, assessments, damages, penalties, causes of action, costs and expenses (including without limitation reasonable attorneys’ fees and expenses), imposed upon or incurred by or asserted against Mortgagee or its successors and assigns by reason of (i) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Materials in, on, above, under, from or affecting the Premises or any other property or natural resources; (ii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials; (iii) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials; or (iv) any violation of laws, orders, regulations, requirements, or demands of government authorities, or any policies or requirements of Mortgagee which are based upon or in any way related to such Hazardous Materials including, without limitation, attorneys’ or consultants’ fees, investigation and laboratory fees, court costs, litigation expenses, and diminution in value, and (v) any violation of any Environmental Laws. The foregoing indemnity shall not apply with respect to any Hazardous Materials existing at the Property as of the date hereof, if any, as more particularly described in the Environmental Report.

(c)            Mortgagor shall, to the extent it has notice or knowledge, give prompt written notice to Mortgagee of: (i) any proceeding or inquiry by any governmental authority with respect to the presence of any Hazardous Materials on the Mortgaged Property or the migration thereof from or to other property; (ii) all claims made or threatened by any party against Mortgagor or the Mortgaged Property relating to any loss or injury resulting from any Hazardous Materials; (iii) the storage, production, release, discharge or disposal of any Hazardous Materials at the Premises other than in accordance with all applicable Environmental Laws; and/or (iv) Mortgagor’s discovery of any occurrence or condition that could cause the Mortgaged Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of the Mortgaged Property under any Environmental Law.

(d)            Mortgagor shall promptly provide to Mortgagee copies of all written notices or other communications received by Mortgagor from any governmental agency, tenant, subtenant or occupant with respect to Hazardous Materials at, in, on, under or otherwise affecting the Mortgaged Property or any part thereof, including without limitation, any notices or other communication relating to any actual or threatened inquiry, investigation, claim, proceeding or action concerning Hazardous Materials or other environmental conditions affecting the Premises.

(e)            Mortgagor shall keep Mortgagee apprised of the status of any governmental inquiry or investigation relating to environmental matters at the Premises, any enforcement, clean-up, removal, remediation or other governmental proceedings or actions threatened, instituted or completed or pursuant to any Environmental Laws with respect to the Mortgaged Property or any part thereof, as well as any other claims, actions or proceedings with respect to the Premises relating to environmental matters. Mortgagor shall not enter into any settlement, agreement, consent decree, deed notice or other arrangement or compromise with respect to any governmental inquiry, investigation, proceeding or action, or other claim, action or proceeding relating to Hazardous Materials and/or the clean-up or remediation of the Premises without Mortgagee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Mortgagee may, but shall not be required to, participate in any inquiry, investigation, or proceeding or action with respect to the Premises in connection with any Environmental Law or Hazardous Materials, and Mortgagor shall pay all reasonable attorneys’ fees and disbursements incurred by Mortgagee in connection therewith.

SECTION 1.23 Mortgagor has not and shall not:

(a)            engage in any business activity other than the ownership, operation and maintenance of the Premises, and those business activities in which Mortgagor is currently engaged, and activities incidental thereto;

(b)            acquire or own any material assets other than (i) the Premises, and (ii) such incidental Chattels and Intangibles as may be necessary for the operation of the Premises and those business activities in which Mortgagor is currently engaged;

(c)            merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure;

(d)            fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or without the prior written consent of Mortgagee (which consent shall not be unreasonably withheld, conditioned or delayed), amend, modify, terminate or fail to comply with the provisions of Mortgagor’s Operating Agreement, Articles or Certificate of Incorporation or Formation and By-Laws, or certificate of partnership or limited partnership, partnership or trust agreement or any other similar or analogous organizational documents of Mortgagor, as the case may be, as same may be further amended or supplemented, if such amendment, modification, termination or failure to comply would adversely affect the ability of Mortgagor to perform its obligations hereunder or under the Note and/or other Loan Documents.

(e)            commingle its assets with the assets of any of its members, stockholders, directors, officers, partners, trustees, affiliates, principals or of any other person or entity;

(f)             become insolvent and fail to pay its debts and liabilities from its assets as the same shall become due;

(g)            seek the dissolution or winding up in whole, or in part, of Mortgagor;

(h)            intentionally omitted;

(i)             fail either to hold itself out to the public as a legal entity separate and distinct from any other entity or person or to conduct its business solely in its own name in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Mortgagor is responsible for the debts of any third party (including any member, stockholder, director, officer, partner, trustee, principal or affiliate thereof); or

(j)             file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for the benefit of creditors.

SECTION 1.24 Mortgagor agrees as follows:

(a)            Mortgagor agrees that the Premises shall at all times comply to the extent applicable with the requirements of the Americans with Disabilities Act of 1990, as amended from time to time, the Fair Housing Amendments Act of 1988, as amended from time to time, all state and local laws and ordinances related to handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities, as amended from time to time (collectively, “Access Laws”).

(b)            Notwithstanding any provisions set forth herein or in any other documents regarding Mortgagee’s approval or alterations of the Premises, Mortgagor shall not alter the Premises in any manner that would increase Mortgagor’s responsibilities for compliance with the applicable Access Laws without the prior written approval of Mortgagee, which approval shall not be unreasonably withheld, conditioned or delayed. The foregoing shall apply to tenant improvements constructed by Mortgagor or by any of its tenants. Mortgagee may condition any such approval upon receipt of a certificate of Access Laws compliance from an architect, engineer, or other person reasonably acceptable to Mortgagee.

(c)            Mortgagor agrees to give prompt notice to Mortgagee of the receipt by Mortgagor of any complaints related to violations of any Access Laws and of commencement of any proceedings or investigations related to compliance with applicable Access Laws.

(d)            Mortgagor covenants and agrees that it shall not lease any part of the Premises to or permit any part of the Premises to be occupied by a tenant or third party who will generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce, process or in any manner deal with Hazardous Materials (other than cleaning products routinely used in office buildings). The foregoing negative covenant shall not apply to the sublease between Mortgagor, as landlord, and Mortgagee, as tenant.

SECTION 1.25 Except as expressly hereafter provided, Mortgagor shall not sell, convey, dispose of, alienate, hypothecate, lease (except to space tenants in accordance with the provisions of Section 1.14 hereof and as otherwise set forth herein), assign, pledge, mortgage, encumber or otherwise transfer (each a “Transfer” and, collectively, “Transfers”) the Premises, or any part thereof or interest therein, in any manner or way, whether voluntarily or involuntarily, and any such Transfer shall constitute an Event of Default hereunder giving Mortgagee the right, at its sole option, to declare any or all of the Indebtedness secured hereby immediately due and payable and to otherwise exercise any of its other rights and remedies contained in Article II hereof; and if such acceleration occurs during any period when a prepayment fee is payable pursuant to the provisions set forth in the Note, then, in addition, such prepayment fee shall then be immediately due and payable to the same extent as though Mortgagor were prepaying the entire Indebtedness secured hereby on the date of such acceleration. For the purposes of this Section 1.25, each of the following events shall be deemed to be a Transfer by Mortgagor: (i) if Mortgagor shall enter into any installment sales agreement pursuant to which Mortgagor agrees to sell the Premises, or any part thereof or any interest therein; (ii) if Mortgagor shall lease or sublease all or a substantial part of the Premises to any person or entity for other than actual occupancy by such person or entity; (iii) if Mortgagor or any of its direct or indirect members, shareholders, general or limited partners, or other beneficial or equity owners (and including, without limitation, the beneficiary of any trust that may hold a direct or indirect ownership interest in Mortgagor) (all such direct or indirect members, shareholders, general or limited partners or other beneficial or equity owners, individually, a “Mortgagor Equity Owner” and, collectively, “Mortgagor Equity Owners”), shall be a corporation, the Transfer, either voluntarily or involuntarily, of any of the issued and outstanding stock of Mortgagor, or the Transfer of any of the issued and outstanding stock in any such Mortgagor Equity Owner (or the issuance of new shares of stock in Mortgagor, or in any Mortgagor Equity Owner, so that immediately after such issuance, the total stock then issued and outstanding shall be more than one hundred (100%) percent of the total stock immediately prior to such issuance); (iv) if Mortgagor, or any Mortgagor Equity Owner, is a limited liability company, general or limited partnership, trust or other entity, a Transfer of any equity interest in Mortgagor, or a Transfer of an equity interest in any such Mortgagor Equity Owner, as the case may be, either voluntarily or involuntarily; (v) any other Transfer of any direct or indirect ownership interest in Mortgagor; (vi) the occurrence of any transaction pursuant to which any person or entity is granted an option to purchase all or any part of the Premises, or any direct, indirect or beneficial ownership interest in Mortgagor, or (vii) any transaction, agreement or arrangement occurs or is entered into pursuant to which any person or entity is given any right to control, direct or veto any material actions or decisions by Mortgagor, directly or indirectly, whether through an equity ownership interest, contract right or otherwise. Notwithstanding the foregoing, however, any involuntary Transfer of any direct or indirect equity interest in Mortgagor caused by the death, incompetency or dissolution of (x) any shareholder, member, or general or limited partner, (y) the beneficiary of a trust having an equity interest in Mortgagor, or (z) any other equity owner of Mortgagor, shall not be a default under this Mortgage or result in an Event of Default hereunder so long as Mortgagor shall be reconstituted, if required for the continued valid existence of Mortgagor following any such death, incompetency or dissolution, and so long as those persons responsible for the management of the Mortgagor on the date hereof remain unchanged after such death, incompetency or dissolution, or any substitute or replacement management of the Mortgagor following any such death, incompentency or dissolution shall be approved by Mortgagee. In addition hereto, as long as, after giving effect to such a transfer, Gregg Rechler and/or Mitchell Rechler maintains management of the day-to-day operations of the Mortgagor and voting control of the Mortgagor, transfers of ownership interest in the Mortgagor by, to and among, the direct and indirect members of the Mortgagor (for purposes herein, the “Members”), to immediate family members of the Members, as applicable, to entities controlled by the Members or the immediate family members of Members, to trust established for the benefit of the Members or the immediate family members of Members, shall be permitted, so long as such transfers do not exceed an aggregate of 49% of the ownership interests in the Mortgagor. As used herein, "immediate family members” shall mean a spouse, a parent, a grandparent, a sibling, a child or a grandchild, of a Member, as applicable. For purposes hereof, an indirect member is a member who owns his, her or its membership entity through an entity that is a direct member of Mortgagor. Further, and notwithstanding anything contained in this Section 1.25 to the contrary, Transfers of equity and other interests in Mortgagor and/or in any Mortgagor Equity Owners in connection with Mortgagor obtaining mezzanine financing for the Property shall be permitted hereunder and shall not require the consent of Mortgagee, provided (a) the Mezzanine Lender (as defined below) is either (i) an institutional lender with an investment grade credit rating, (ii) or a private investment firm or fund with liquid assets of at least $100,000,000 and/or undrawn capital commitments of at least $100,000,000. or (iii) an individual with a minimum net worth of $100,000,000 and liquid assets (consisting of cash or readily marketable securities) of at least $25,000,000, (b) should the lender for such mezzanine financing (the "Mezzanine Lender") require Mortgagee to enter into an intercreditor agreement, Mortgagor shall pay Mortgagee's reasonable attorneys' fee in connection with the negotiation of such intercreditor agreement, and (c) the Mezzanine Lender shall agree that, upon an event of default and foreclosure of its security interests under the mezzanine loan documents, as a condition of its exercise of its remedies, the Mezzanine Lender shall pay off the remaining amounts due under Note and this Mortgage. Mortgagee shall otherwise execute and promptly deliver any documentation reasonably requested by the Mezzanine Lender. All loan documents relating to the mezzanine loan, whether or not an intercreditor agreement is required, shall be subject to Mortgagee’s approval, not to be unreasonably, withheld, delayed or conditioned, in connection with such financing.

SECTION 1.26 Intentionally omitted.

SECTION 1.27 Intentionally omitted.

SECTION 1.28 The relationship between Mortgagee and Mortgagor will at all times be that of creditor and debtor. Under no circumstances shall the relationship be construed as creating a partnership or joint venture.

SECTION 1.29 Intentionally omitted.

SECTION 1.30 Mortgagor represents, warrants and covenants as follows:

(a)            Neither Mortgagor, nor Mortgagor’s principals, constituents, investors or affiliates is in violation of any legal requirements relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001, (the “Executive Order”) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, the “Patriot Act”).

(b)            Neither Mortgagor, nor Mortgagor’s principals, constituents, investors or affiliates is a “Prohibited Person” which is defined as follows:

(i)             a person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii)            a person or entity owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii)           a person or entity with whom Mortgagor is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering legal requirements, including the Executive Order and the Patriot Act;

(iv)           a person or entity who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(v)            a person or entity that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control; and

(vi)           a person or entity who is affiliated with a person or entity listed above.

(c)            Neither Mortgagor, nor Mortgagor’s principals, constituents, investors or affiliates will knowingly (i) conduct any business or engage in any transaction or dealing with any Prohibited Person, including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purposes of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

SECTION 1.31. Intentionally omitted.

SECTION 1.32. Intentionally omitted.

(End of Article I)

ARTICLE II.

Events of Default and Remedies

SECTION 2.01 If one or more of the following Events of Default shall occur, that is to say:

(a)            if (i) Mortgagor shall default in making any payment of any principal or interest due under the Note when and as the same shall become due and payable, or (ii) default shall be made in any other payment of the principal of the Note, when and as the same shall become due and payable, whether at maturity or by acceleration or as part of any prepayment or otherwise, in each case, as in the Note and this Mortgage provided or default in the payment of any other Indebtedness due to Mortgagee under this Mortgage or the other Loan Documents; or (iii) Mortgagor shall default in timely making any payment of any tax required by Section 1.08 hereof to be paid; ; or

(b)            if Mortgagor shall default in the due observance or performance of any covenant, term or agreement on the part of Mortgagor contained in Section 1.01, 1.03, 1.07 or 1.09 hereof and such default shall have continued for a period of thirty (30) days after written notice specifying such default shall have been given to the Mortgagor by the Mortgagee, unless such term, covenant or agreement cannot be complied with or such default be cured in such period and provided further that the Mortgagor shall commence compliance with such term, covenant or agreement or curing such default and shall continue to diligently prosecute such compliance or curing such default; or

(c)            if any representation or warranty of Mortgagor made in Section 1.01 shall now or hereafter be false in any material respect; or

(d)            if Mortgagor shall default in the due observance or performance of any other covenant or condition on the part of Mortgagor in the Note, or in this Mortgage, and Mortgagor shall fail to remedy such default within a commercially reasonable time, not to exceed thirty (30) days, after written notice by Mortgagee to Mortgagor of such default; provided, however, that if any such default cannot be cured within such thirty (30) day period, but which, within the reasonable judgment of Mortgagee, are capable of being cured within a reasonable period of time without material injury to the benefits afforded or intended to be afforded to Mortgagee under the Mortgage and which are not capable of being cured solely by the payment of money, Mortgagor shall be afforded up to an additional sixty (60) days to cure such default so long as such time to cure does not require an extension of the Maturity Date of the Note and provided Mortgagor shall have commenced such cure within such initial thirty (30) day period and shall thereafter diligently continue to cure such default; or

(e)            if by the order of a court of competent jurisdiction, a trustee, receiver or liquidator of the Mortgaged Property, or any part thereof, or of Mortgagor shall be appointed and such order shall not be discharged or dismissed within forty-five (45) days after such appointment; or

(f)             if Mortgagor shall: (i) commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) consent to the entry of an order for relief in an involuntary case under any such law or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Mortgagor or of any substantial part of its property, (iii) make any general assignment for the benefit of creditors, (iv) fail generally to pay its debts as such debts become due, or (v) take any action in furtherance of any of the foregoing; or

(g)            if any of the creditors of Mortgagor shall commence against Mortgagor an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect and if such case shall not be discharged or dismissed within forty-five (45) days after the date on which such case was commenced, or

(h)            if final judgment for the payment of money in excess of $250,0000.00 shall be rendered against Mortgagor and Mortgagor shall not discharge the same or cause it to be discharged within sixty (60) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which or pursuant to which said judgment was granted, based or entered, and secure a stay of execution pending such appeal; or

(i)             intentionally omitted; or

(j)             if any Transfer prohibited by Section 1.25 hereof shall occur; or

(k)            if a default by Mortgagor shall occur under any mortgage or deed of trust that is prior or subordinate to the lien of this Mortgage, or the mortgagee under any prior or subordinate mortgage or the trustee under any prior or subordinate deed of trust commences a foreclosure action in connection with said mortgage or deed of trust; it being further agreed by Mortgagor that an Event of Default hereunder shall constitute an Event of Default under any such other mortgage or deed of trust held by Mortgagee; or

(l)             if any Guarantor or principal of Guarantor defaults under or attempts to withdraw, cancel or disclaim liability under any guaranty issued to Mortgagee; or

(m)           if Mortgagor defaults under any other agreement with Mortgagee or any affiliate of Mortgagee; or

(n)            if any person or entity having or claiming an interest in Mortgagor or the Mortgaged Property, or any part thereof, commences an action or proceeding against Mortgagor, the Mortgaged Property, or any part thereof, or any person or entity having or claiming an interest in Mortgagor or the Mortgaged Property, or any part thereof; or

(o)            intentionally omitted; or

(q)            intentionally omitted.

I.              Acceleration of the Indebtedness. During the continuance of any such Event of Default, Mortgagee, by written notice given to Mortgagor, may declare the entire principal of the Note then outstanding (if not then due and payable), and all accrued and unpaid interest thereon, together with all other Indebtedness, to be due and payable immediately, notwithstanding anything to the contrary herein or in the Note or the other Loan Documents;

II.             Possession of the Mortgaged Property. During the continuance of any such Event of Default, with or without the appointment of a receiver, or an application therefor, Mortgagee personally, or by its agents or attorneys, may enter into and upon all or any part of the Premises, and each and every part thereof, and may exclude Mortgagor, its agents and servants wholly therefrom; and having and holding the same, may use, operate, manage and control the Premises and conduct the business thereof, either personally or by its superintendents, managers, agents, servants, attorneys or receivers; and upon every such entry, Mortgagee, at the expense of the Mortgagor, from time to time, either by purchase, repairs or construction, may maintain and restore the Mortgaged Property, whereof it shall become possessed as aforesaid, may complete the construction of any of the Improvements and in the course of such completion may make such changes in the contemplated Improvements as it may deem desirable and may insure the same; and likewise, from time to time, at the expense of Mortgagor, Mortgagee may procure title reports, title insurance, surveys, appraisals and such other reports as Mortgagee, in its sole discretion, shall deem necessary, and make all necessary or proper repairs, renewals and such useful alterations, additions, betterments and improvements thereto and thereon as to it may deem advisable; and in every such case Mortgagee shall have the right to manage and operate the Premises and to carry on the business thereof and exercise all rights and powers of Mortgagor with respect thereto either in the name of Mortgagor or otherwise as it shall deem best; and Mortgagee shall be entitled to collect and receive all earnings, revenues, rents, issues, profits and income of the Premises and every part thereof, all of which shall for all purposes constitute property of Mortgagee; and in furtherance of such right Mortgagee may collect the Rents payable under all Leases of the Premises directly from the lessees thereunder upon notice to each such lessee that an Event of Default exists hereunder accompanied by a demand on such lessee for the payment to Mortgagee of all Rents due and to become due under its Lease, and Mortgagor, for the benefit of Mortgagee and each such lessee hereby covenants and agrees that the lessee shall be under no duty to question the accuracy of Mortgagee’s statement of default and shall unequivocally be authorized to pay said Rents to Mortgagee without regard to the truth of Mortgagee’s statement of default and notwithstanding notices from Mortgagor disputing the existence of an Event of Default such that the payment of Rent by the lessee to Mortgagee pursuant to such a demand shall constitute performance in full of the lessee’s obligation under the Lease for the payment of Rents by the lessee to Mortgagor; and after deducting the expenses of conducting the business thereof and of all maintenance, repairs, renewals, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior or other proper charges upon the Mortgaged Property, or any part thereof, as well as just and reasonable compensation for the services of Mortgagee and for all attorneys, counsel, agents, clerks, servants and other employees by it properly engaged and employed, Mortgagee shall apply the moneys arising as aforesaid, first to the payment of accrued interest under the Note, second to the payment of the principal of the Note, when and as the same shall become payable, and finally to the payment of any other Indebtedness and sums required to be paid by Mortgagor under this Mortgage or the other Loan Documents. Further and not in limitation to the foregoing, in the event that Mortgagee takes possession of the Mortgaged Property, Mortgagee acknowledges that all of Mortgagor’s obligations under the PILOT Agreement remain in full force and effect.

III.            Foreclosure, Etc. Mortgagee, with or without entry, personally or by its agents or attorneys, insofar as applicable, may:

(1)                            sell (and in the case of any default by any purchaser, resell) the Mortgaged Property, or any part thereof, to the extent permitted and pursuant to the procedures provided by law, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales as an entirety or in parcels, and at such time and place upon such terms and after such notice thereof as may be determined by Mortgagee or as required or permitted by law; or

(2)                            institute proceedings for the complete or partial foreclosure of this Mortgage; or

(3)                            take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Note, this Mortgage or the other Loan Documents, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as Mortgagee shall elect.

IV.            Power of Sale. Mortgagor hereby unconditionally and irrevocably gives, grants, sets over and confirms unto the Mortgagee the Power of Sale, which may be unconditionally exercised at any time or times after an Event of Default and in connection therewith, Mortgagor hereby (a) consents to any one or more adjournments of the sale date which Mortgagee may grant, consent to and/or schedule, whether or not Mortgagor is notified of such adjournment and (b) waives any and all objections Mortgagor may have to the date of sale, the place of sale, the terms of sale, and any other matter selected by Mortgagee. The sale by Mortgagee of less than the whole of the Mortgaged Property shall not exhaust the right to sell any remainder of the Mortgaged Property, and Mortgagee is specifically empowered to make a successive sale or sales until the whole of the Mortgaged Property shall be sold. If the proceeds of the sale of less than the whole of the Mortgaged Property is less than the aggregate of the obligations secured hereby and payable under subsection (d) of Section 2.02, then this Mortgage and the lien hereof shall remain in full force and effect as to the unsold portion of the Mortgaged Property just as though no sale had been made.

V.             Assent to Decree. Mortgagor hereby assents to the passage of a decree for the sale of the Mortgaged Property, or any part thereof, by any court having jurisdiction, without notice to Mortgagor (except as expressly required by applicable law).

VI.            Appointment of Receiver. After the happening of any Event of Default and during its continuance, or upon the commencement of any proceedings to foreclose this Mortgage or to enforce the specific performance hereof or in aid thereof or upon the commencement of any other judicial proceeding to enforce any right of Mortgagee, Mortgagee shall be entitled, as a matter of right, if it shall so elect, without the giving of notice to any other party and without regard to the adequacy or inadequacy of any security for the Indebtedness, forthwith either before or after declaring the unpaid principal of the Note to be due and payable, to the appointment of a receiver or receivers in respect of the Premises and/or other Mortgaged Property, and Mortgagor hereby consent to the appointment of such receiver or receivers.

VII.          Rights of a Secured Party. Mortgagee shall also have such other rights and/or remedies provided to a mortgagee and/or a secured party by the Code.

SECTION 2.02 vii) Mortgagee may adjourn from time to time any sale by it to be made under or by virtue of this Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned.

(b)            Upon the completion of any sale or sales made by Mortgagee under or by virtue of this Article II, Mortgagee, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold and shall execute and deliver to the appropriate governmental authority any affidavit, instrument, document and/or filing required pursuant to any applicable statute, ordinance, rule and/or regulation, of the State of New York. As long as the Loan secured by this Mortgage remains unpaid, and to the extent Mortgagor fails to execute same within ten (10) days of written request by Mortgagee, Mortgagee is hereby irrevocably appointed the true and lawful attorney of Mortgagor in its respective names and stead, to make all necessary conveyances, assignments, transfers and deliveries of the Mortgaged Property and rights so sold and for that purpose Mortgagee may execute all necessary instruments of conveyance, assignment and transfer, including, without limitation, any affidavit, instrument, document or filing required pursuant to any applicable statute, rule or regulation of the State of New York as the same may be amended from time to time, and may substitute one or more persons with like power, Mortgagor hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless, Mortgagor, if so requested by Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the reasonable judgment of Mortgagee, for that purpose, and as may be designated in such request. Any such sale or sales made under or by virtue of this Article II, whether made under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof, from, through or under Mortgagor .

(c)            In the event of any sale made under or by virtue of this Article II (whether made under or by virtue of judicial proceedings, a judgment or decree of foreclosure or a Power of Sale), the entire principal of, and interest on, the Note, if not previously due and payable, and all other sums required to be paid by Mortgagor pursuant to this Mortgage, immediately thereupon, shall, anything in the Note or in this Mortgage to the contrary notwithstanding, become due and payable.

(d)            The purchase money proceeds or avails of any sale made under or by virtue of this Article II, together with any other sums which then may be held by Mortgagee under this Mortgage, whether under the provisions of this Article II or otherwise, shall be applied as follows:

First: To the payment of the costs and expenses of such sale, including, but not limited to, the reasonable compensation to Mortgagee, its agents and counsel, and any sums that may be due under and/or pursuant to any statute, rule, regulation and/or law which imposes any tax, charge, fee and/or levy in connection with and/or arising from the exercise of any right and/or remedy under this Mortgage or the requirement that any sum be paid in order to record and/or file any deed, instrument of transfer or other such document in connection with any such sale and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by Mortgagee under this Mortgage, together with interest at the Default Rate on all advances made by Mortgagee and all taxes or assessments, except any taxes, assessments or other charges subject to which the Mortgaged Property shall have been sold.

Second: To the payment of the whole amount then due, owing or unpaid upon the Note for principal, interest, other indebtedness, and any other sums required to be paid thereunder with interest on the unpaid principal at the Default Rate from and after the happening of any Event of Default described in Section 2.01 from the due date of any such payment of principal until the same is paid.

Third: To the payment of the whole amount then due, owing or unpaid upon any other note made by Mortgagor held by Mortgagee for principal and interest, with interest on the unpaid principal at the default rate set forth in such other note, if applicable, from and after the happening of any Event of Default described in Section 2.01 from the due date of any such payment of principal until the same is paid.

Fourth: To the payment of any other Indebtedness and any other sums required to be paid by Mortgagor pursuant to any provision of this Mortgage, the Note or the other Loan Documents.

Fifth: To the payment of the surplus, if any, to Mortgagor.

(e)            Upon any sale made under or by virtue of this Article II, whether made under or by virtue of judicial proceedings, a judgment or decree of foreclosure and sale, or a Power of Sale, Mortgagee may bid for and acquire the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the Indebtedness of Mortgagor secured by this Mortgage the net sales price after deducting therefrom the expenses of the sale and the costs of the action and any other sums which Mortgagee is authorized to deduct under this Mortgage.

SECTION 2.03 viii) In case an Event of Default described in Section 2.01 shall have occurred and be continuing, then, upon written demand of Mortgagee, Mortgagor will pay to Mortgagee the whole amount which then shall have become due and payable on the Note, for principal or interest or both, as the case may be, and after the happening of said Event of Default will also pay to Mortgagee interest at the Default Rate on the then unpaid principal of the Note, and the sums required to be paid by Mortgagor pursuant to any provision of this Mortgage, and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to Mortgagee, its agents, and counsel and any expenses incurred by Mortgagee hereunder. In the event Mortgagor shall fail forthwith to pay such amounts upon such demand, Mortgagee shall be entitled and empowered to institute such action or proceedings at law or in equity as may be advised by its counsel for the collection of the sums so due and unpaid, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against Mortgagor and collect, out of the property of Mortgagor wherever situated, as well as out of the Mortgaged Property, in any manner provided by law, moneys adjudged or decreed to be payable.

(b)            Mortgagee shall be entitled to recover judgment as aforesaid either before or after or during the pendency of any proceedings for the enforcement of the provisions of this Mortgage; and the right of Mortgagee to recover such judgment shall not be affected by any entry or sale hereunder, or by the exercise of any other right, power or remedy for the enforcement of the provisions of this Mortgage, or the foreclosure of the lien hereof; and in the event of a sale of the Mortgaged Property, or any part thereof, and of the application of the proceeds of sale, as in this Mortgage provided, to the payment of the debt hereby secured, Mortgagee shall be entitled to enforce payment of, and to receive all amounts then remaining due and unpaid upon the Note, and to enforce payment of all other charges, payments and costs due under this Mortgage, and shall be entitled to recover judgment for any portion of the debt remaining unpaid, with interest at the Default Rate. In case of the commencement of any case against Mortgagor under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect or any proceedings for its reorganization or involving the liquidation of its assets, then Mortgagee shall be entitled to prove the whole amount of principal and interest due upon the Note to the full amount thereof, and all other payments, charges and costs due under this Mortgage, without deducting therefrom any proceeds obtained from the sale of the whole or any part of the Mortgaged Property, provided, however, that in no case shall Mortgagee receive a greater amount than such principal and interest and such other payments, charges and costs from the aggregate amount of the proceeds of the sale of the Mortgaged Property and the distribution from the estate of Mortgagor.

(c)            No recovery of any judgment by Mortgagee and no levy of an execution under any judgment upon the Mortgaged Property or upon any other property of Mortgagor shall affect in any manner or to any extent, the lien of this Mortgage upon the Mortgaged Property, or any part thereof, of any liens, rights, powers or remedies of Mortgagee hereunder, but such liens, rights, powers and remedies of Mortgagee shall continue unimpaired as before.

(d)            Any moneys thus collected by Mortgagee under this Section 2.03 shall be applied by Mortgagee in accordance with the provisions of subsection (d) of Section 2.02.

SECTION 2.04 After the happening of any Event of Default and immediately upon the commencement of any action, suit or other legal proceedings by Mortgagee to obtain judgment for the principal of, or interest on, the Note, and/or all other Indebtedness and/or other sums required to be paid by Mortgagor pursuant to any provision of this Mortgage, or of any other nature in aid of the enforcement of the Note or of this Mortgage, Mortgagor will (a) consent to the service of process as provided in Section 3.11 hereof and enter its voluntary appearance in such action, suit or proceeding, and (b) if required by Mortgagee, consent to the appointment of a receiver or receivers of the Mortgaged Property, or any part thereof, and of all the earnings, revenues, rents, issues, profits and income thereof.

SECTION 2.05 Notwithstanding the appointment of any receiver, liquidator or trustee of Mortgagor, or of any of its property, or of the Mortgaged Property or any part thereof, Mortgagee shall be entitled to retain possession and control of all property now or hereafter held under this Mortgage.

SECTION 2.06 No remedy herein conferred upon or reserved to Mortgagee is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of Mortgagee to exercise any right or power accruing upon any Event of Default shall impair any such right or power, or shall be construed to be a waiver of any such Event of Default or any acquiescence therein; and every power and remedy given by this Mortgage to Mortgagee may be exercised from time to time as often as may be deemed expedient by Mortgagee. Nothing in this Mortgage or in the Note shall affect the obligation of Mortgagor to pay the principal of, and interest on, the Note in the manner and at the time and place therein respectively expressed.

SECTION 2.07 Mortgagor will not at any time insist upon, or plead, or in any manner whatever claim or take any benefit or advantage of any stay or extension or moratorium law, any exemption from execution or sale of the Mortgaged Property or any part thereof, wherever enacted, now or at any time hereafter in force, which may affect the covenants and terms of performance of this Mortgage, nor claim, take or insist upon any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any sale or sales thereof which may be made pursuant to any provision herein, or pursuant to the decree, judgment or order of any court of competent jurisdiction; nor, after any such sale or sales, claim or exercise any right under any statute heretofore or hereafter enacted to redeem the property so sold or any part thereof and Mortgagor hereby expressly waives all benefit or advantage of any such law or laws, and covenants not to hinder, delay or impede the execution of any power herein granted or delegated to Mortgagee, but to suffer and permit the execution of every power as though no such law or laws had been made or enacted. Mortgagor, for itself and all who may claim under it, waives, to the extent that it lawfully may, all right to have the Mortgaged Property, or any part thereof, marshaled upon any foreclosure hereof.

SECTION 2.08 During the continuance of any Event of Default, and pending the exercise by Mortgagee of its right to exclude Mortgagor from all or any part of the Premises, Mortgagor agrees to pay the fair and reasonable rental value for the use and occupancy of the Mortgaged Property, or any part thereof that is in its possession for such period, and upon default of any such payment, will vacate and surrender possession of the Mortgaged Property, or any part thereof, to Mortgagee or to a receiver, if any, and in default thereof may be evicted by any summary action or proceeding for the recovery of possession of the Premises for non payment of rent, however designated.

(End of Article II)

ARTICLE III.

MISCELLANEOUS

SECTION 3.01 In the event any one or more of the provisions contained in this Mortgage or in the Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall, at the option of Mortgagee, not affect any other provision of this Mortgage, but this Mortgage shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein or therein.

SECTION 3.02 All notices hereunder shall be in writing and shall be deemed to have been sufficiently given or served for all purposes three (3) days after being sent by registered or certified mail, return receipt requested, or one (1) day after being sent by nationally recognized overnight courier, in the case of Mortgagee, at its address stated above to Attention: General Counsel, with a copy to Moritt Hock & Hamroff LLP, 400 Garden City Plaza, Garden City, New York 11530, Attention: Gary C. Hisiger, Esq., and in the case of Mortgagor at its address above stated, or at such other address of which any party shall have notified any other party giving such notice in writing as aforesaid.

SECTION 3.03 All covenants hereof shall be construed as affording to Mortgagee rights additional to and not exclusive of the rights conferred under the provisions of Sections 254 and 273 of the Real Property Law of the State of New York, or any other applicable law.

SECTION 3.04 All of the grants, terms, conditions, provisions and covenants of this Mortgage shall run with the land, shall be binding upon Mortgagor and the Agency and shall inure to the benefit of Mortgagee, subsequent holders of this Mortgage and their respective successors and assigns. For the purpose of this Mortgage, the term “Mortgagor” shall include and refer to the mortgagor named herein, any subsequent owner of the Mortgaged Property, or any part thereof, and their respective heirs, executors, legal representatives, successors and assigns. If there is more than one Mortgagor, all their undertakings hereunder shall be deemed joint and several.

SECTION 3.05 The enforcement of this Mortgage shall be governed, construed and interpreted by the laws of the State of New York (without giving effect to New York’s principles of conflicts of law). Nothing in this Mortgage, the Note or in any other Loan Documents between Mortgagor and Mortgagee shall require Mortgagor to pay, or Mortgagee to accept, interest in an amount which would subject Mortgagee to any penalty or forfeiture under applicable law. In the event that the payment of any charges, fees or other sums due hereunder or under the Note or any other Loan Documents, which are or could be held to be in the nature of interest and which would subject Mortgagee to any penalty or forfeiture under applicable law, then, ipso facto, the obligations of Mortgagor to make such payment shall be reduced to the highest rate authorized under applicable law. Should Mortgagee receive any payment which is or would be in excess of the highest rate authorized under law, such payment shall have been, and shall be deemed to have been, made in error, and shall automatically be applied to reduce the outstanding principal balance of the Indebtedness with no penalty to Mortgagor.

SECTION 3.06 This Mortgage and all of the terms, covenants, provisions, conditions and grants contained in this Mortgage cannot be altered, amended, waived, modified or discharged orally, and no executory agreement shall be effective to modify, waive or discharge, in whole or in part, anything contained in this Mortgage unless it is in writing and signed by the party against whom enforcement of the modification, alteration, amendment, waiver or discharge is sought.

SECTION 3.07 Mortgagor acknowledges that it has received a true copy of this Mortgage.

SECTION 3.08 Time is of the essence as to each of Mortgagor’s obligations under this Mortgage.

SECTION 3.09 The information set forth on the cover hereof is hereby incorporated herein.

SECTION 3.10 The Mortgaged Property includes, and shall be deemed to include, inter alia, the Chattels and the Intangibles, regardless of whether they are held or hereafter acquired, by Mortgagor in, to and under the Mortgaged Property. By executing and delivering this Mortgage, Mortgagor has granted, in the same manner and with the same effect described in the Granting Clause hereof, to Mortgagee, as additional security, a security interest in the Chattels and the Intangibles which are subject to the Code. If any Event of Default shall occur, Mortgagee shall have, in addition to any and all other rights and remedies set forth in this Mortgage, and may exercise without demand, any and all rights and remedies granted to a secured party under the Code, including, but not limited to, the right to take possession of the Chattels and the Intangibles, or any part thereof, and the right to advertise and sell the Chattels and the Intangibles, or any part thereof, pursuant to and in accordance with the power of sale provided for in this Mortgage. Mortgagor agrees that any notice of sale or other action intended by Mortgagee with respect to the Chattels and the Intangibles, or any part thereof, shall constitute reasonable notice if it is sent to Mortgagor not less than ten (10) days prior to any such sale or intended action. The proceeds of any such sale of the Chattels and the Intangibles, or any part thereof, shall be applied in the manner set forth in clauses First through Fourth of Section 2.02 (d) of this Mortgage.

SECTION 3.11 Mortgagor hereby irrevocably submits to the exclusive jurisdiction of any New York state or federal court sitting in the County of Suffolk over any suit, action or proceeding arising out of or relating to this Mortgage and any other Loan Documents, and Mortgagor and the Agency hereby agree and consent that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any New York State or Federal court sitting in the County of Suffolk, may be made by certified or registered mail, return receipt requested, directed to Mortgagor at the following address and service so made shall be complete five (5) days after the same shall have been so mailed: c/o Rechler Equity Partners, 225 Broadhollow Road, Suite 184W, Melville, New York 11747, Attention: Gregg Rechler.

SECTION 3.12 This Mortgage does not cover real property principally improved or to be improved by one or more structures containing in the aggregate not more than six (6) residential dwelling units, each having their own separate cooking facilities.

SECTION 3.13 Mortgagor and Mortgagee shall upon a mutual agreement to do so execute such documents as may be reasonably necessary in order to effectuate the modification of this Mortgage, including the execution of substitute mortgages, so as to create two or more coordinate liens on the Mortgaged Property or a portion thereof in such amounts as may be mutually agreed upon but in no event to exceed, in the aggregate, the Mortgage Amount. Mortgagor shall pay all costs in connection with said modification, including, but not limited to, title examination costs, title insurance premiums, charges, and any mortgage recording taxes. Nothing contained herein shall require Mortgagee to execute said documents if the property encumbered by said coordinate mortgages shall be less than the property mortgaged hereby.

SECTION 3.14 MORTGAGOR AND BY ITS ACCEPTANCE HEREOF, MORTGAGEE, EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE MORTGAGE, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY MORTGAGOR AND MORTGAGEE, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. MORTGAGOR AND MORTGAGEE ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

SECTION 3.15 MORTGAGOR HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF MORTGAGEE ON THIS MORTGAGE, ANY AND EVERY RIGHT MORTGAGOR MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN COMPULSORY COUNTERCLAIMS), AND (III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT MORTGAGOR FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST MORTGAGEE WITH RESPECT TO ANY ASSERTED CLAIM.

SECTION 3.16 Intentionally Omitted.

SECTION 3.17 Mortgagor hereby indemnifies Mortgagee and holds Mortgagee harmless from and against any and all Claims and Expenses directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Loan, the Mortgaged Property or the Loan Documents, including, without limitation, any Claim arising out of or resulting from any assertion or allegation that Mortgagee is liable for any act or omission of Mortgagor or any other Person in connection with the ownership, development, financing, operation or sale of the Mortgaged Property, or any part thereof; provided, however, that Mortgagor shall not be obligated to indemnify Mortgagee with respect to any Claim arising solely from the gross negligence or willful misconduct of Mortgagee or any of its agents or representatives. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed in lieu thereof and any other action by Mortgagee to enforce the rights and remedies of Mortgagee hereunder or under the other Loan Documents.

SECTION 3.18 This Mortgage may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same mortgage.

SECTION 3.19 If Mortgagor shall pay to Mortgagee the Indebtedness incurred under the Note, this Mortgage and the other Loan Documents, and shall otherwise abide by and comply with all of the material terms, covenants, conditions and obligations set forth in this Mortgage and in the Note, then the lien of this Mortgage shall cease, terminate and be void. Upon repayment in full of all amounts due under the Note, this Mortgage and the other Loan Documents, at the written request of Mortgagor and at no cost to Mortgagee, Mortgagee shall assign the Note and this Mortgage to a new lender to be designated by Mortgagor.

(End of Article III)

IN WITNESS WHEREOF, this Mortgage has been duly executed by Mortgagor as of the day and year first above written.

MORTGAGOR:
REP 80 ARKAY DRIVE, LLC
By:	Rechler Management, LLC
	Its Management
By:	/s/ Gregg Rechler
	Name: Gregg Rechler
	Title:   Authorized Representative

STATE OF NEW YORK )

) ss.:

COUNTY OF )

On the 12th day of March in the year 2012, before me, the undersigned, personally appeared Gregg Rechler, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Matthew A. Lamstein

Notary Public

MATTHEW C. LAMSTEIN

Notary Public State of New York

No. 02LA6130967

Qualified in Nassau County

Commission Expires July 25, 2013

SCHEDULE A

Legal Description

EX-10.5

Exhibit 10.5

GUARANTY OF RECOURSE CARVEOUTS

THIS GUARANTY OF RECOURSE CARVEOUTS (this “Guaranty”) is made as of the 14th day of March, 2012, by GREGG RECHLER, MITCHELL RECHLER and DONALD RECHLER (jointly and severally, “Guarantor”), in favor of STANDARD MICROSYSTEMS CORPORATION, a Delaware corporation, having an office at 80 Arkay Drive, Hauppauge, New York 11788 (the “Lender”).

R E C I T A L S :

WHEREAS, contemporaneously herewith, Lender is making a loan to REP 80 ARKAY DRIVE, LLC, a New York limited liability company (“Borrower”) in the principal amount of Sixteen Million Two Hundred Thousand and No/100 Dollars ($16,200,000.00) (the “Loan”), which Loan is evidenced by that certain Mortgage Loan Note, dated of even date herewith, made by Borrower, as maker, in favor of Lender, as payee (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Note”);

WHEREAS, the Loan is secured by, among other things, that certain Mortgage and Security Agreement (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Mortgage”), dated as of even date herewith, made by Borrower in favor of Lender and granting Lender a first priority lien on that certain real property known as 80 Arkay Drive, Hauppauge, New York and as more particularly described on Schedule A to the Mortgage (the “Premises”), together with the buildings and other improvements located thereon (the “Improvements”); and together with the Premises, collectively, the “Property”); and

WHEREAS, Lender requires as a condition to the making of the Loan that Guarantor shall have executed and delivered this Guaranty for the benefit of Lender.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce Lender to make the Loan to Borrower, Guarantor hereby represents, warrants and covenants to Lender as follows:

1.             Authorization and Enforceability of Loan Documents. The Note, Mortgage and all of the other documents executed and delivered by Borrower in connection with the Loan (the Note, Mortgage and such other documents being hereinafter referred to, collectively, as the “Loan Documents”) have been duly authorized and executed by Borrower and are legal, valid and binding instruments, enforceable against Borrower in accordance with their respective terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium or other legal or equitable principles now or hereafter in effect generally affecting creditors’ rights and remedies.

2.             Obligations Guaranteed. (A)            Guarantor hereby unconditionally guarantees to Lender the obligations or liabilities of Borrower to Lender for any loss, damage (excluding consequential damages), cost, expense, liability, claim or other obligation incurred by Lender (including reasonable attorneys’ fees and costs reasonably incurred), as well as the payment of all Enforcement Costs (as hereafter defined) arising out of or in connection with the following:

(i)             fraud or material misrepresentation by or on behalf of Borrower, its agents or representatives, or any Guarantor in connection with the Loan;

(ii)            intentionally omitted;

(iii)           the breach of any representation, warranty, covenant or indemnification provision in the Mortgage concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto in either document;

(iv)           intentionally omitted;

(v)            the misapplication or conversion by Borrower of (A) any insurance proceeds paid by reason of any loss, damage or destruction to all or any part of the Mortgaged Property, (B) any Awards or other amounts received in connection with the Condemnation of all or any part of the Property, or (C) any Rents following an Event of Default;

(vi)           Section 1.25 of the Mortgage is violated with respect to the requirements for Mortgagor to obtain (x) approval of the Mezzanine Lender (as defined in the Mortgage) if certain financial criteria are not met or (y) Lender’s approval of the mezzanine loan documents, which, pursuant to the Mortgage, shall not be unreasonably withheld, delayed or conditioned by Lender;

(vii)          any security deposits, advance deposits or any other deposits collected with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or any conveyance of the Property by deed-in-lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof.

(B)           Guarantor hereby unconditionally guarantees to Lender the payment of the full amount of the Debt, including, without limitation, all outstanding principal due in respect of the Loan, all accrued interest thereon, and all other amounts, obligations or liabilities of Borrower to Lender in respect of the Loan under the Loan Agreement, the Mortgage and the other Loan Documents, as well as the payment of all Enforcement Costs, upon the occurrence of any of the following events:

(i)             Intentionally omitted;

(ii)            If Borrower shall (A) voluntarily commence a case under any applicable bankruptcy, insolvency, creditors rights or other similar law now or hereafter in effect (collectively, the “Insolvency Laws”), (B) voluntarily make any assignment for the benefit of creditors under any Insolvency Law, or (C) become the debtor in or subject of any involuntary case or proceeding under any Insolvency Law and any such case or proceeding shall have been facilitated, coordinated and/or directed by Borrower, any Affiliate or principal of Borrower or any Guarantor and/or in any such involuntary case or proceeding involving Borrower, Borrower shall consent to the entry of an order for relief or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Borrower or of any substantial part of Borrower’s property;

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(iii)           If Guarantor shall (A) voluntarily commence a case under any applicable Insolvency Laws, (B) voluntarily make any assignment for the benefit of creditors under any Insolvency Law, or (C) become the debtor in or subject of any involuntary case or proceeding under any Insolvency Law if such case or proceeding shall have been facilitated, coordinated and/or directed by any Guarantor, any Affiliate or principal of any Guarantor or Borrower and/or in any such involuntary case or proceeding involving Guarantor, Guarantor shall consent to the entry of an order for relief or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of such Guarantor or of any substantial part of such Guarantor’s property; or

(iv)           If Guarantor (or any Person comprising Guarantor), or Borrower, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with this Guaranty, the Note, the Mortgage or any other Loan Document, seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts in a pleading filed in connection with a judicial proceeding any defense of Borrower against Lender or any right in connection with any security for the Loan which the court in any such action or proceeding, determines that Borrower’s defense is without merit, or such request for judicial intervention or injunctive or other equitable relief is denied.

(C)           For purposes hereof, “Enforcement Costs” shall mean any and all actual and reasonable expenses that may be paid or incurred by the Lender in the collection of all or any portion of the Guarantor’s obligations hereunder or the exercise or enforcement of any one or more of the other rights, powers, privileges, remedies and interests of the Lender under the Loan Documents or hereunder, including, without limitation, reasonable attorneys’ fees, irrespective of the manner or success of any such collection, exercise or enforcement, and whether or not such expenses constitute part of the Borrower’s obligations. As used herein, “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof, and any fiduciary acting in such capacity on behalf of any of the foregoing.

(D)           Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents.

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3.             Unconditional Guaranty. This Guaranty is an absolute, unconditional, present and continuing guaranty of payment and performance and not of collection and is in no way conditioned or contingent upon any attempt to enforce Lender’s rights against Borrower or to collect from the Borrower or upon any other condition or contingency; accordingly, Lender shall have the right to proceed against Guarantor immediately upon any Event of Default (as defined in the Mortgage) under the Note and/or Mortgage without taking any prior action or proceeding to enforce the Loan Documents or any of them or for the liquidation or foreclosure of any security you may at any time hold pursuant thereto. Guarantor hereby waives and releases any claim (within the meaning of 11 U.S.C. § 101) which Guarantor may have against Borrower arising from a payment made by Guarantor under this Guaranty and agrees not to assert or take advantage of any subrogation rights of Guarantor or any right of Guarantor to proceed against Borrower for reimbursement. It is expressly understood that the waivers and agreements of Guarantor constitute additional and cumulative benefits given to Lender for its security and as an inducement for its extension of credit to Borrower. Lender may at any time and from time to time take any and/or all actions and enforce all rights and remedies available to it hereunder or under applicable law to collect from Guarantor any amounts then due and payable hereunder by Guarantor and/or to cause Guarantor to fulfill his, her or its obligations hereunder

4.             Liability Unimpaired. Guarantor’s liability hereunder shall in no way be limited or impaired by, and Guarantor hereby consents to and agrees to be bound by, any amendment or modification of the provisions of any of the Loan Documents or any other instrument made to or with Lender by Borrower or Guarantor, or any Person who succeeds Borrower as owner of all or part of the Property prior to foreclosure of the Mortgage or exercise of any power of sale contained therein. In addition, Guarantor’s liability hereunder shall in no way be limited or impaired by (i) any extensions of time for performance required by any of said documents, (ii) any sale, assignment or foreclosure of the Note or Mortgage or any sale or transfer of all or part of the property covered by the Mortgage, (iii) any exculpatory provision in any of said instruments limiting Lender’s recourse to the Property or to any other security, or limiting Lender’s rights to a deficiency judgment against Borrower, (iv) the release of Borrower or any other person from performance or observance of any of the agreements, covenants, terms or conditions contained in any of said instruments by operation of law or otherwise, (v) the release or substitution in whole or in part of any security for the Loan, (vi) Lender’s failure to record the Mortgage or file any UCC financing statements (or Lender’s improper recording or filing of any thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as security for the Loan, (vii) the invalidity, irregularity or unenforceability, in whole or in part, of any of the Loan Documents, this Guaranty or any other instrument or agreement executed or delivered to Lender in connection with the Loan, except to the extent that there is a final adjudication by a court of competent jurisdiction of a valid defense to Borrower’s obligations under the Loan Documents to payment of the Indebtedness (as defined in the Mortgage), (viii) the inaccuracy of any of the representations and warranties made by Borrower in the Mortgage or the other Loan Documents or (ix) any other action or circumstance whatsoever that constitutes, or might be construed to constitute, a legal or equitable discharge or defense (except full payment and satisfaction) of Borrower for its obligations under any of the Loan Documents or of Guarantor under this Guaranty; and, in any such case, whether with or without notice to Guarantor and with or without consideration.

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5.             Preservation of Loan Documents. Guarantor will cause Borrower to maintain and preserve the enforceability of the Loan Documents as the same may be modified and will not permit Borrower to take or to fail to take actions of any kind which might be the basis for a claim that Guarantor has a defense to Guarantor’s obligations hereunder.

6.             Intentionally Omitted.

7.             Indemnification; Payments; Certain Waivers. Guarantor (i) waives any right or claim of right to cause a marshalling of Borrower’s assets or to cause Lender to proceed against any of the security for the Loan or for the obligations guaranteed hereby before proceeding against Guarantor, (ii) agrees that any payments required to be made by Guarantor hereunder shall become due on written demand in accordance with the terms of Paragraph 2 hereof and without presentment to Borrower, demand for payment or protest, or notice of non-payment or protest, and (iii) except as hereinafter provided, expressly waives and relinquishes all rights and remedies accorded by applicable law to guarantors. Without limiting the generality of the foregoing, Guarantor hereby waives all rights (x) to participate in any claim or remedy Lender may now or hereafter have against Borrower or in any collateral which Lender now has or hereafter may acquire for the obligations guaranteed hereby and (y) except as provided below, to contribution, indemnification, set-off, exoneration or reimbursement, whether from Borrower, any Guarantor, or any other person now or hereafter primarily or secondarily liable for any of Borrower’s obligations to Lender, and whether arising by contract or operation of law or otherwise by reason of Guarantor’s execution, delivery or performance of this Guaranty. Guarantor does not waive and hereby retains all rights of subrogation, contribution, indemnification, set-off or reimbursement against Borrower or any other Guarantor that Guarantor may have (the “Undersigned’s Rights”); provided however that (i) this Guaranty shall neither be contingent upon the existence of the Undersigned’s Rights nor subject to any claims or defenses whatsoever which may be asserted in connection with the enforcement or attempted enforcement of the Undersigned’s Rights including, without limitation, any claim that the Undersigned’s Rights were abrogated by any of Lender’ acts, and (ii) until the Loan shall have been paid in full, Guarantor hereby postpones and subordinates (A) the exercise of any and all of the Undersigned’s Rights to Lender’s rights against Guarantor under this Guaranty or against Borrower under any of the Loan Documents, and (B) any of the Undersigned’s Rights to any collateral securing the Loan.

8.             Reinstatement. This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by Lender (whether as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower, Guarantor or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower, Guarantor or any other person or for a substantial part of Borrower’s, Guarantor’s or any of such other person’s property, as the case may be, or otherwise, all as though such payment had not been made. Guarantor further agrees that in the event any such payment is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of Lender in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is guaranteed by Guarantor pursuant to Paragraph 2 above and covered by Guarantor’s indemnity pursuant to Paragraph 7 above.

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9.              Litigation, Compliance with Judgments. Each Guarantor represents and warrants with respect to itself that there are no actions, suits or proceedings pending or threatened against or affecting such Guarantor, at law, in equity or before or by any governmental authorities which would have a material effect on such Guarantor’s ability to perform his obligations hereunder; to the best of such Guarantor’s knowledge, such Guarantor is not in default with respect to any order, writ, injunction, decree or demand of any court or governmental authorities.

10.            Authorization and Enforceability; No Conflicts. This Guaranty is a legal, valid and binding instrument, enforceable against Guarantor in accordance with its terms.Each Guarantor represents and warrants with respect to itself that the consummation of the transactions contemplated hereby and the performance of this Guaranty and the other Loan Documents to which such Guarantor is a party have not resulted and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement, corporate charter, by-laws, partnership agreement or other instrument to which such Guarantor is a party or by which such Guarantor may be bound or affected.

11.            Compliance with Laws. Each Guarantor represents and warrants with respect to itself that, to its actual knowledge, such Guarantor is in compliance with, and the transactions contemplated by the Loan Documents and this Guaranty do not and will not violate any provision of, or require any filing, registration, consent or approval under, any federal, state or local law, rule, regulation, ordinance, order, writ, judgment, injunction, decree, determination or award (hereinafter, “Laws”) presently in effect having applicability to such Guarantor, and agrees that such Guarantor will comply promptly with all Laws now or hereafter in effect having applicability to such Guarantor.

12.            Accuracy of Information; Full Disclosure. Each Guarantor represents and warrants with respect to itself that neither this Guaranty nor any documents, financial statements, reports, notices, schedules, certificates, statements or other writings furnished by or on behalf of such Guarantor to Lender in connection with the negotiation of the Loan Documents or the consummation of the transactions contemplated thereby, or required herein or by the other Loan Documents to be furnished by or on behalf of such Guarantor, contains any untrue or misleading statement of a material fact; there is no fact which such Guarantor has not disclosed to Lender in writing which materially affects adversely any of the property covered by the Mortgage or the business affairs or financial condition of such Guarantor, or the ability of such Guarantor to perform this Guaranty and the other Loan Documents to which such Guarantor is a party.

13.            Intentionally Omitted.

14.            Non-Waiver Remedies Cumulative. No failure or delay on Lender’s part in exercising any right, power or privilege under any of the Loan Documents, this Guaranty or any other document made to or with Lender in connection with the Loan shall operate as a waiver of any such privilege, power or right or shall be deemed to constitute Lender’s acquiescence in any default by Borrower or Guarantor under any of said documents. A waiver by Lender of any right or remedy under any of the Loan Documents, this Guaranty or any other document made to or with Lender in connection with the Loan on any one occasion shall not be construed as a bar to any right or remedy which Lender otherwise would have on any future occasion. The rights and remedies provided in said documents are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

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15.            Transfers of Interests in Loan. Guarantor acknowledges that Lender, at Lender’s sole discretion, may sell, assign or transfer interests in the Loan, this Guaranty and the other Loan Documents to one or more participants, purchasers and/or assignees (collectively, “Participants”) and agrees in connection therewith, all Loan Documents and other documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower, Guarantor, the Premises or the Improvements, may be provided to and retained by any such participant, purchaser or assignee or prospective participant, purchaser or assignee. Guarantor agrees that Lender shall have no obligation to give Guarantor written notice of any sale, assignment or transfer of any interest or participation in the Loan or any part thereof. Notwithstanding anything to the contrary herein, Lender acknowledges and agrees that in the event that it sells, assigns or transfers all or any part of Lender’s interest in this Loan that any such sale, assignment or transfer shall be expressly subject to Borrower’s right of offset to the extent permitted by the Note, whether or not the purchaser, assignee or transferee of the interest in the Loan is thereafter affiliated with or controlled by Lender.

16.            Separate Indemnity. Guarantor acknowledges and agrees that Lender’s rights (and Guarantor’s obligations) under this Guaranty shall be in addition to all of Lender’s rights (and all of Guarantor’s obligations) under any indemnity agreement executed and delivered to Lender by Borrower and/or Guarantor in connection with the Loan, and payments by Guarantor under this Guaranty shall not reduce any of Guarantor’s obligations and liabilities under any such indemnity agreement.

17.            Severability. Any provision of this Guaranty, or the application thereof to any person or circumstance, which, for any reason, in whole or in part, is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Guaranty (or the remaining portions of such provision) or the application thereof to any other person or circumstance, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision (or portion thereof) or the application thereof to any person or circumstance in any other jurisdiction.

18.            Entire Agreement; Amendments. This Guaranty contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or statements relating to such subject matter, and none of the terms and provisions hereof may be waived, amended or terminated except by a written instrument signed by the Person against whom enforcement of the waiver, amendment or termination is sought.

19.            Successors and Assigns. This Guaranty shall be binding upon and shall inure to the benefit of Lender and Guarantor and their respective heirs, personal representatives, successors and assigns. This Guaranty may be assigned by Lender with respect to all or any portion of the obligations guaranteed hereby, and when so assigned Guarantor shall be liable under this Guaranty to the assignee(s) of the portion(s) of the obligations guaranteed hereby so assigned without in any manner affecting the liability of Guarantor hereunder to Lender with respect to any portion of the obligations guaranteed hereby retained by Lender.

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20.            WAIVER OF TRIAL BY JURY. GUARANTOR, AND BY ITS ACCEPTANCE HEREOF, LENDER, EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. GUARANTOR AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

21.            ADDITIONAL WAIVERS IN THE EVENT OF ENFORCEMENT. GUARANTOR HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING BROUGHT BY OR ON BEHALF OF LENDER ON THIS GUARANTY, ANY AND EVERY RIGHT GUARANTOR MAY HAVE TO (I) INJUNCTIVE RELIEF, (II) INTERPOSE ANY COUNTERCLAIM THEREIN (OTHER THAN COMPULSORY COUNTERCLAIMS), AND (III) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING. NOTHING HEREIN CONTAINED SHALL PREVENT OR PROHIBIT GUARANTOR FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST LENDER WITH RESPECT TO ANY ASSERTED CLAIM.

22.            Governing Law; Submission To Jurisdiction. This Guaranty and the rights and obligations of the parties hereunder shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of New York (without giving effect to New York’s principles of conflicts of law). Guarantor hereby irrevocably submits to the exclusive jurisdiction of any New York State or Federal court sitting in the County of Suffolk over any suit, action or proceeding arising out of or relating to this Guaranty, and Guarantor hereby agrees and consents that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any New York State or Federal court sitting in the County of Suffolk may be made by certified or registered mail, return receipt requested, directed to the Guarantor at the address indicated below, and service so made shall be complete five (5) days after the same shall have been so mailed.

23.            Paragraph Headings. Any paragraph headings and captions in this Guaranty are for convenience only and shall not affect the interpretation or construction hereof.

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24.            Liability Unaffected by Release. Any other Person liable upon or in respect of any obligation hereby guaranteed, may be released without affecting the liability of Guarantor hereunder.

25.            Joint and Several Obligations. If more than one Person comprises Guarantor, then each such Person’s obligations and liability under this Guaranty shall be joint and several.

26.            Notices. Notices shall be given in the manner provided in the Mortgage and with respect to Guarantor at the address set forth below, with a copy of any such Notice to be given to: Lazer, Aptheker, Rosella & Yedid, P.C. 225, Old County Road, Melville, New York 11747, Attention: Matthew C. Lamstein, Esq.

27.            Principles of Construction. All references to sections, paragraphs, schedules and exhibits are to sections, schedules and exhibits in or to this Guaranty unless otherwise specified. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty. The recitals to this Guaranty shall be deemed a part hereof and all exhibits and schedules attached hereto, if any, are incorporated herein by reference for all purposes. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined and “including” means including without limitation. Whenever the context requires, each gender shall include all other genders.

28.            Counterparts. This Guaranty may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement.

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9

IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered by its duly authorized official as of the date first above stated.

/s/ Gregg Rechler

GREGG RECHLER

Address of Guarantor:

8T South Service Rd

      Plainview NY 11803

/s/ Mitchell Rechler

MITCHELL RECHLER

Address of Guarantor:

8T South Service Rd

      Plainview NY 11803

/s/ Donald Rechler

DONALD RECHLER

Address of Guarantor:

8T South Service Rd

      Plainview NY 11803

STATE OF NEW YORK )

: ss.:

COUNTY OF )

On the 12th day of March in the year 2012, before me, the undersigned, personally appeared GREGG RECHLER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Matthew C. Lamstein

Notary Public

MATTHEW C. LAMSTEIN

Notary Public, State of New York

No. 02LA6130967

Qualified in Nassau County

Commission Expires July 25, 2013

STATE OF NEW YORK )

: ss.:

COUNTY OF )

On the 12th day of March in the year 2012, before me, the undersigned, personally appeared MITCHELL RECHLER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Matthew C. Lamstein

Notary Public

MATTHEW C. LAMSTEIN

Notary Public, State of New York

No. 02LA6130967

Qualified in Nassau County

Commission Expires July 25, 2013

STATE OF NEW YORK )

: ss.:

COUNTY OF )

On the 12th day of March in the year 2012, before me, the undersigned, personally appeared DONALD RECHLER, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Matthew C. Lamstein

Notary Public

MATTHEW C. LAMSTEIN

Notary Public, State of New York

No. 02LA6130967

Qualified in Nassau County

Commission Expires July 25, 2013

EX-10.6

Exhibit 10.6

STANDARD FORM OF LOFT LEASE

The Real Estate Board of New York, Inc.

Agreement of Lease, made as of this 12th day of March in the year 2012 between REP 80 ARKAY DRIVE, LLC party of the first part, hereinafter referred to as OWNER, and STANDARD MICROSYSTEMS CORPORATION party of the second part, hereinafter referred to as TENANT.

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from Owner in the building known as in the Borough of             City of New York for the term of * (or until such term shall sooner cease and expire as hereinafter provided) to commence on the * day of       in the year      and to end on the * day of      in the year       and both dates inclusive, at the annual rental rate of *

*As set forth in the rider annexed hereto

which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance on the first day of each month during said term at the office of Owner or such other place as Owner may designate, without any setoff or deduction whatsoever except that tenant shall pay the first monthly installments(s) on the execution hereof (unless this lease be a renewal).

In the event that, at the commencement of the term of this lease, or thereafter, Tenant shall be in default in the payment of rent to Owner pursuant to the terms of another lease with Owner or with Owner’s predecessor in interest, Owner may at Owner’s option and without notice to Tenant add the amount of such arrears to any monthly installments of rent payable hereunder and the same shall be payable to Owner as additional rent.

The parties hereto, for themselves their heirs, distribute, executors, administrators, legal representative, successors and assigns, hereby covenant as follows:

Rent:                          1. Tenant shall pay the rent as above and as hereinafter provided.

Occupancy:              2. Tenant shall use and occupy the demised premises for office, warehouse, manufacturing and laboratory use and for any other ancillary use related to Tenant’s business then operating at the premises provided such use is in accordance with the certificate of occupancy for the building if any, and for no other purpose.

Alterations:              3.Tenant shall make no changes in or to the demised premises of any nature without Owner’s prior written consent Subject to the prior written consent of Owner, and to the provisions of this article. Tenant at Tenant’s expense may make alterations, installations, additions or improvements which are nonstructural and which do not affect utility services or plumbing and electrical lines, in or to the interior of the demised premises, using contractors or mechanics shall approved in each instance by Owners. Tenant shall, at its expense, before making any alterations, additions, installations, or improvements obtain and Owner shall cooperate with Tenant at no cost or expense to Owner and execute such forms as Tenant may reasonably request to enable Tenant to obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner Tenant agrees to carry and will cause Tenant’s contractors and sub-contractors to carry such worker’s compensation commercial general liability, personal and property damage insurance as Owner may reasonably require. If any mechanic’s lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant whether or not done pursuant to this article, the same shall be discharged by Tenant within thirty (30) days after Tenant has knowledge thereof thereafter, at Tenant’s expense, by payment or filing a bond as permitted by law. All fixtures and all paneling partitions railings and like installations, installed in the demised premises at any time, either by Tenant or by Owner on Tenant’s behalf shall upon installation become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner by notice to Tenant no later than twenty (20) days prior to the date fixed as the termination of this lease. given in accordance with 45 of this lease. elects to relinquish Owner’s right thereto and to have them removed by Tenant, in which event the same shall be removed from the demised premises by Tenant prior to the expiration of the lease at Tenant’s expense. Nothing in this article shall be construed to give Owner title to or to prevent Tenant’s removal of trade fixtures moveable office furniture and equipment, but upon removal of same from the demised premises, or upon removal of other installations as may be required by Owner. Tenant shall immediately and at its expense repair and restore the demised premises to the condition existing prior to any such installations, and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in the demised premises after Tenants removal shall be deemed abandoned and may at the election of Owner, either be retained as Owner’s property or removed from the demised premises by Owner, at Tenant’s expense.

Repairs:                   4. Owner shall maintain and repair the exterior of and public portions of the building. Tenant shall, throughout the term of this lease, take good care of the demised premises including the bathrooms and lavatory facilities contained therein, if any (if the demised premise encompasses the entire floor of the building). The windows and window frames and the fixtures and appurtenances therein, and at Tenant’s sole cost and expense promptly make all repairs thereto and to the building whether structural or non-structural in nature caused by or resulting from the carelessness omission neglect or improper conduct of Tenant, Tenant’s servants, employees, invitees or licensees, and whether or not arising from Tenant’s conduct or omission when required by other provisions of this lease, including article 6 Tenant shall also repair all damage to the building and demised premises caused by moving of Tenants fixtures, furniture or equipment. All the aforesaid repairs shall be of quality or class equal to the original work or construction. If Tenant fails after thirty (30) ten (10) days notice to proceed with due diligence to make repairs required to be made by Tenant, the same may be made by Owner at the expense of Tenant and the expenses thereof incurred by Owner shall be collectible, as additional rent after rendition of a bill or statement therefore. If the demised premises be or become infested with vermin. Tenant shall at its expense, cause the same to be exterminated. Tenant shall give Owner prompt notice of any defective condition in any plumbing, heating system or electrical lines located in the demised premises, and following such notice. Owner shall remedy the condition with due diligence, but at the expense of Tenant, if repairs are necessitated by damage or injury attributable to Tenant, Tenant’s servants, agents, employees, invitees or licensees as foresaid. Except as specifically provided in Article 9 or elsewhere in this lease, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner, Tenant or others making or failing to make any repairs, alterations, additions or improvements in or any portion of the building or the demised premises, or in and to the fixtures, appurtenances or equipment thereof In exercising the rights set forth herein. Owner will use commercially reasonable efforts to minimize interference or disruption to Tenant’s business and except in an emergency. Owner will provide Tenant with prior notice of any such repairs, alterations, additions or improvements. It is specifically agreed that Tenant shall not be entitled to any setoff or reduction of rent by reason of any failure of Owner to comply with the covenants of this or any other article of this lease. Tenant agrees that Tenant’s sole remedy at law in such instance will by way of an action for damages for breach of contract. The provisions of this Article 4 with respect to the making of repairs shall not apply in the case of fire or other casualty with regard to Which Article 9 hereof shall apply.

Window Cleaning:                   5. Tenant will not clean nor require the permit, suffer or allow any window in the demisedpremises to be cleaned from the outside in violation of Section 202 of the New York State Labor Law or any other applicable law, or of the Rules of the Board of Standards and Appeals, or of any other Board or body having or asserting jurisdiction.

Requirements of law, Fire Insurance, Floor loads:                      6. Prior to the commencement of the lease term, if Tenant is then in possession and at all times thereafter. Tenant shall at Tenant’s sole cost and expense, promptly comply with all present and future laws, orders, and regulations of all state, federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law and all orders, rules and regulations of the New York Board of fire underwriters, Insurance Services Office, or any similar body which shall impose any violation, order or duty upon Owner or Tenant with respect to the demised premises. Whether or not arising out of Tenant’s particular use or manner of use thereof, or with respect to building, if arising out of Tenant’s particular use or manner of use of the demised premises of the building (including the use permitted under the lease). Except as provided in Article 30 hereof, nothing herein shall require tenant to make structural repairs or alterations unless Tenant has, by its manner of use of the demised premises or method of operation therein. Violated any such laws, ordinances, orders, rules, regulations or requirements with respect thereto. Tenant shall not do or permit any act or thing to be done in or to the demised premises which contrary to law, or which will invalidate or be in conflict with public hability, fire or other policies of insurance at any time carried by or for the benefit of Owner, or which shall or might subject Owner to any liability or responsibility to any person, or for property damage. Owner acknowledges that the mere use of the demised premises for purposes permitted under Section 51 of the Rider will not violate or conflict with any of Owner’s insurance policies for the Building. Tenant shall not keep anything in the demised premises except as now or hereafter permitted by the Fire

Department, Board of Fire Underwriters, Fire insurance Rating Organization and other authority having jurisdiction and then only in such manner and such quantity so as not to increase the rate for the fire insurance applicable to the building nor use the demised premises in a manner which will increase the insurance rate for the building or any property located therein over that in effect prior to the commencement of tenant’s occupancy. If by reason of failure to comply with the foregoing the fire insurance rate shall, at the beginning of this lease or at any time thereafter, be higher than it otherwise would be, then tenant shall reimburse Owner, as additional rent hereunder, for that portion of all fire insurance premiums thereafter paid by Owner which shall have been charged because of such failure by Tenant. In any action or proceeding wherein Owner and Tenant are parties, a schedule or “make-up” or rate for the building or demised premises issued by a body making fire insurance rates applicable to send premises shall be presumptive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to said premises. Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by tenant, at Tenant’s expense in settings sufficient in Owner’s judgment to absorb and prevent vibration noise and annoyance.

Subordination:              7. This lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect such leases or the real property of which the demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such underlying leases and mortgages. This clause shall be self-operative and no further instrument or subordination shall be required by any ground or underlying lessor or by any mortgage, affecting any lease or the real property of which the demised premises are a part. In confirmation of such subordination, tenant shall from time to time execute promptly any certificate that owner may request.

Tenant’s Liability Insurance Property loss, damage, Indemnity:               8. Owner or its agents shall not be liable for any damage to property of tenant or of others entrusted to employees of the building nor for loss of, or damage to, any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by, or due, the negligence or willful misconduct of Owner, its agents, servants or employees; Owner or its agents shall not be liable for any damage caused by other tenants or persons in, upon or about said building or caused by operations in connection of any private, public or quasi public work unless caused by or due to the negligence or willful misconduct of Owner, its agents, servants or employees. If at any time any windows of the demised premises are temporarily closed, darkened or bricked up (or permanently closed, darkened or bricked up, if required by law) for any reason whatsoever including but not limited to, owner’s own acts. Owner shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefore nor abatement or diminution of rent, nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall indemnify and save harmless Owner against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Owner shall not be reimbursed by insurance, including reasonable attorney’s fees, paid, suffered or incurred as a result of any breach by tenant, tenant’s agents, contractors, employees, invitees, or licensees, of any covenant or condition of this lease or the carelessness, negligence or improper conduct of Tenant, Tenant’s agents, contractors, employees, invitees or licensees. Tenant’s liability under this lease extends to the acts and omissions of any subtenant. In case any action or proceeding is brought against Owner by reason of any such claim. Tenant upon written notice from owner, will at Tenant’s expense resist or defend such action or proceeding by counsel approved by Owner in writing such approved not be unreasonably withheld.

Destruction, Fire, and Other Casualty:                                 9. (a) If the demised premises or any part thereof shall be damaged by fire or other casualty, Tenant shall promptly upon notice thereof, give give immediate notice thereof to Owner and this lease shall continue in full force and effect except as hereinafter set forth. (b) If the demised premises are partially damaged or rendered partially unusable or materially inaccessibleby fire or other casualty, the damages thereto shall be repaired by, and at the expense of, Owner and the rent and other items of additional rent, until such repair shall be substantially completed, shall be apportioned from the day of following the casualty according to the part of the demised premises which is usable. (c) If the demised premises are totally damaged or rendered wholly unusable or wholly inaccessible by fire or other casualty, (it being acknowledged and agreed that “totally” and “wholly” shall mean damage to 75% or more of the useable area of the demised premises) then the rent and other items of additional rent as hereinafter expressly provides shall be proportionately paid up to the time of the casualty and henceforth shall cease until the date when the demised premises shall have been repaired and restored by Owner (or sooner reoccupied in part by Tenant then rent shall be apportioned as provided in subsection (b) above) subject to Owner’s right to elect not to restore the same as hereinafter provided (d) If the demised premises are rendered wholly unusable or wholly inaccessible (whether or not the demised premises are damaged in whole or in part) if the building shall be so damaged that Owner shall decide to demolish it or to not rebuild it, then in any of such events, Owner may elect to terminate this lease by written notice to Tenant, given within sixty (60) ninety (90) days after such fire or casualty, or thirty (30) days after adjustment of the insurance claim for such fire or casualty, whichever is sooner, specifying a date for the expiration of the lease, which date shall not be more than thirty (30) sixty (60) days after the giving of such notice, and upon the date specified in such notice the term of this lease shall expire as fully and completely as if such date were the date set forth above  for the termination of this lease, and Tenant shall forthwith quit, surrender and vacate the demised premises without prejudice however, to Owner’s rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date, and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Unless Owner shall serve a termination notice as provided for herein. Owner shall make the repairs and restorations under the conditions of (b) and (c) hereof, with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Owner’s control. After any such casualty. Tenant shall cooperate with Owner’s restoration by removing from the demised premises as promptly as reasonably possible; all of Tenant’s salvageable inventory and movable equipment, furniture, and other property, Tenant’s liability for rent shall resume five (5) business days after written notice from Owner that the demised premises are substantially ready for tenant’s occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty Notwithstanding anything contained to the contrary in subdivisions (a) through (e) hereof, including Owner’s obligation to restore under subparagraph (b) above, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible, and to the extent permitted by law. Owner and tenant each hereby releases and waives all right of recovery with respect to subparagraphs (b), (d) and (c) above, against the other or any one claiming through or under each of them by way of subrogation or otherwise. The release and waiver herein referred to shall be deemed to include any loss or damage to the demised premises and/or to any personal property, equipment, trade fixtures, goods and merchandise located therein. Both Owner and Tenant shall obtain property insurance policies that The foregoing release and waiver shall be in force only if both release insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium within ten (10) days after written demand or shall be deemed to have agreed that the party obtaining insurance coverage shall be free of any further obligation under the provisions hereof with respect to waiver of subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant’s furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by tenant, and agrees that Owner will not be obligated to repair any damage thereto or replace the same (f) Tenant hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this article shall govern and control in lieu thereof.

Eminent domain:                                10. If the whole or any material part of the demised premises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired terms of said lease. Tenant shall have the right to make an independent claim to the condemning authority for the value of Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the terms of the lease to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce Owner’s award. All Rent and Additional rent shall be pro-rated and adjusted to the date of the vesting of title

Assignment Mortgage Etc.:            11. Tenant, for itself, its heirs, distributes, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Owner in each instance. Which consent shall not be unreasonably withheld conditioned or delayed. Transfer of the majority of the stock of corporate Tenant or the majority interest in any partnership or other legal entity which is Tenant shall be deemed as assignment. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may after default by Tenant, collect rent from the assignee, undertenants or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underlying, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Owner to an assignment or underletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting.

Electric Current:                             12. Rates and condition in respect to sub metering or rent inclusion as the case may be to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installations and Tenant may not use any electrical equipment which in Owner’s opinion reasonably exercised will overload such installations or interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service shall in no way make Owner liable or responsible to Tenant for any loss damages or expenses which Tenant may sustain.

Access to Premises:                       13. Owner or Owner’s agents shall have the right (but shall not be obligated) to enter the demised premises in any emergency at any time and at other reasonable times, upon reasonable prior notice to examine the same and to make such repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to any portion of the building or which Owner may elect to perform in the demised premises after Tenant’s failure to make repairs, after reasonable notice of the need to make same or perform any work which Tenant is obligated to perform under this lease, after reasonable notice of the need to make same or for the purpose of complying with laws, regulations and other directions of governmental authorities. Tenant shall permit Owner to use maintain and replace pipes, ducts, and conduits in and through the demised premises, and to erect new pipes, ducts, and conduits therein provided such pipes and conduits do not materially and adversely reduce the usable area of the demised premises and, wherever possible, that they are within walls or otherwise concealed. Owner may during the progress of any work in the demised premises take all necessary materials and equipment into said premises without the same constituting an eviction nor shall Tenant be entitled to any abatement of rent while such work is in progress not to any damages by reason of loss or interruption of business or otherwise. Owner shall use commercially reasonable efforts to minimize interference with the conduct of tenant’s business in connection with owner’s exercise of the rights set forth herein. Throughout the term hereof Owner shall have the right to enter the demised premises at reasonable hours upon reasonable prior notice for the purpose of showing the same to prospective purchasers or mortgagees of the building, and during the last twelve (12) six (6) months of the term for the purpose of showing the same to prospective tenants, and may during said six (6) months period, place upon the demised premises the usual notices “To Let” and “For sale” which notices tenant shall permit to remain thereon without molestation. If Tenant is not present to open and permit an entry into the demised premises, Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly and provided reasonable care is exercised to safeguard Tenant’s property such entry shall not render Owner or its agents liable therefore nor in any event shall the obligations of Tenant hereunder be affected. If during the last month of the term tenant shall have removed all or substantially all of tenant’s property there front, Owner may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent or incurring liability to tenant for any compensation and such act shall have no effect on this lease on Tenant’s obligation hereunder.

Vault, Vault Space. Area:                    14. No vaults vault space or Enclosed or covered, not of the building is leased                                      Hereunder anything contained in or in indicated on any sketch blue print or plan, or anything contained elsewhere in this lease to the contrary notwithstanding Owner makes no representation on to the location of the property line of the building. All vaults and vault space and all such areas not within the property line of the building, which Tenant may ne permitted to use and/or occupy, id to be used and/or occupied under a revocable license, and if any such license be revoked or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility Owner shall not be subject to any liability , nor shall Tenant be entitled to any compensation or diminution or requisition to deemed constructive or actual eviction any tax fee or charge of municipal authorities for such vault or area shall be paid by Tenant, if used by Tenant, whether or not specifically leased hereunder.

Occupancy:            15. Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which the demised premises are a part Tenant has inspected the demised premises and accepts them as is, subject to the riders annexed hereto with respect to Owner’s work if any In any event Owner makes no representation as to the condition of the demised premises and Tenant agrees to accept the same subject to violations whether or not of record. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business, Tenant shall be responsible for and shall procure and maintain such license or permit.

Bankruptcy:          16 (a)  Anything elsewhere in this lease to the contrary notwithstanding this lease may be cancelled by Owner by sending of a written Notice to Tenant within a reasonable time after the happening of any one or more of the following Events (1) the commencement of a case in bankruptcy or under the laws of any state naming Tenant (or a guarantor of any of any of Tenant’s obligations under this lease) as the debtor, which, if involuntary is not dismissed within ninety (90) days after filing, or (2) the making by Tenant (or a guarantor of any of Tenant’s obligations under this lease) of an assignment or any other arrangement for the benefit of creditors under any state statute> Neither Tenant nor any person claiming through or under Tenant, or by reason of any statute or order of court shall thereafter be entitled to possession of the premises demised but shall forthwith quit and surrender the demised premises. If this lease shall be assigned in accordance with its terms, the provisions of this Article 16 shall be applicable only to the party then owning Tenant’s interest in this lease

(b) It is stipulated and agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any other provisions of this lease to the contrary be entitled to recover from Tenant, as and for liquidated damages an amount equal to the difference between the rental reserved hereunder for the unexpired portion of the term demised and the fair reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum. If the demised premises or any part thereof be relet by Owner for the unexpired term of said lease, or any part thereof, before presentation of proof of such liquidated damages to any court, commission, or tribunal the amount of rent reserved upon such reletting shall be deemed to be the fair and reasonable rental value for the part or the whole of the demised premises so re-let during the term of re-letting. Nothing here in contained shall limit or prejudice the right of the Owner to prove for and obtain as liquidated damages by reasons of such terminations an amount equal to the maximum allowed by any statute or role of law in effect at the time when and governing proceedings in which such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

Default :                17.  (1) If Tenant defaults in fulfilling any of the covenants of this lease other than covenants for the payment of rent or additional rent, or if the demised premises becomes vacant or deserted, or if this lease be rejected under §365 of Title 11 of the U.S Code (Bank bankruptcy Code); or if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the demised premises shall be taken or occupied by someone other than the Tenant, or if Tenant shall be in default with respect to any other lease between Owner and Tenant, or if Tenant shall have failed after five (5) days written notices to redeposit with Owner may portion of the security deposited here under which Owner law applied to the payment of any rent and additional rent due and payable hereunder or if Tenant fails to move into or take possession of the demised premises within thirty (30) days after the commencement of the rent of this lease, of which fact Owner shall be the sole judge: then in any one or more of such events, upon Owner serving a written thirty (30)fifteen (15) days notice upon Tenant specifying the nature of said default, and upon the expiration of said thirty (30) fifteen (15) days, if Tenant shall have fail to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said thirty (30) fifteen (15)  day period and if Tenant shall not have diligently commenced during such default within such thirty (30)fifteen (15) day period, and shall not thereafter with reasonable diligently and in good faith, proceed to remedy or cure such default, then Owner may serve a written five (5) days notice of cancellation of this lease upon Tenant, and upon the expiration of said five (5) days this lease and the term thereunder shall end and expire as fully and completely as if the expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof, and Tenant shall then quit and surrender the demised premises to Owner, but Tenant shall remain liable as hereinafter provided.

(2)  If the notice provided  for in (1) hereof shall have been given and the term shall expire as aforesaid: or if Tenant shall be default in the payment of the rent reserved here in or any item of additional  rent herein mentioned and such default is not cured within five (5) business days after written notice from Owner to Tenant or any part of either , or in making any other payment herein required then and in any of such events, Owner may without additional notice, re-enter the demised premises either by force or otherwise, and dispossess Tenant by summary proceedings or otherwise, and the legal representative of Tenant or other occupant of the demised premises, and remove their effects and hold the demised premises as if this lease had not been made, and Tenant hereby waves the service of notice of intention to re-enter or to institute legal proceedings to that end. If Tenant shall make default hereunder prior to the date fixed as the commencement of any renewal or extension of this lease. Owner may cancel and terminate such renewal or extension agreement by written notice.

Remedies of Owner and Waiver of Redemption:                  18. In case of any such default, re-entry, expiration and/or disposses by summary proceedings or otherwise, (a) the rent, and additional rent shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration (b) Owner may re-let the demised premises or any part or parts thereof, either in the name of Owner or otherwise, for a term or terms, which may at Owner’s option be less than or exceed the period which would otherwise have constituted the balance of the terms of this lease, and may grant concession or free rent or charge a higher rental than that in this lease, (c) Tenant or the legal representatives of Tenant shall also pay to Owner as liquidated damages for the failure of Tenant to observe and perform and Tenant’s covenants herein contained any deficiency between the rent hereby reserved and or covenanted to be paid and the net amount, if any of the rents collected on account of the subsequent lease or leases of the demised premises for each month of the period which would otherwise have constituted the balance of the term of this lease. The failure of Owner to re-let the demised premises or any part or parts thereof shall not release or affect Tenant’s liability for damages. In computing such liquidated damages there shall be added to the said deficiency such reasonable expenses as Owner may incur in connection with re-letting, such as legal expenses, reasonable attorneys fees, brokerage, advertising and for keeping the demised premises in good order or for preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this lease, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Owner to collect the deficiency for any subsequent month by a similar proceeding. Owner in putting the demised premises in good order or preparing the same for re-rental may, at Owner’s option, make such alterations, repairs, replacements, and/or decorations in the demised premises as Owner, in Owner’s sole judgment, considers advisable and necessary for the purpose of re-letting the demised premises, and the making of such alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever for failure to re-let the demised premises, or in the event that the demised premises are re-let, for failure to collect the rent thereof under such re-letting, and in no event shall Tenant be entitled to receive any excess, if any, of such net rents collected over the sums payable by Tenant to Owner hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Owner shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for Mention in this lease of any particular remedy shall not preclude Owner from any other remedy, in law or in equity. Tenant hereby expressly waives any and/or rights of redemption granted by or under any present or future laws.

Fees and Expenses:                           19. If Tenant shall default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under, or by virtue of, any of the terms or provisions in any article of this lease, after notice if required  and upon expiration  of the applicable grace period , if any, (except in an emergency), then, unless otherwise provided elsewhere in this lease, Owner may immediately, or at any time thereafter, and without additional notice, perform the obligation of tenant thereunder. If Owner in connection with the foregoing, or in connection with any default by Tenant in the covenant to pay rent hereunder, makes any expenditures or incur any obligations for the payment of money, including but not limited to reasonable attorneys fees, instituting, prosecuting or defending any action or proceeding and prevents in any such action or proceeding, then Tenant will reimburse Owner for such sums so paid or obligations incurred with interest and costs. The foregoing reasonable expenses incurred by reason of Tenant’s default shall be deemed to be additional rent hereunder and shall be paid by Tenant to Owner within ten (10) days of rendition of any bill or statement to Tenant therefore. If Tenant’s lease term shall have expired at the time of making of such expenditures or incurring of such obligations, such sums shall be recoverable by Owner as damages.

Building Alterations and Management:             20. Owner shall have the right at any time, without the same constituting an eviction and without incurring liability to Tenant therefore, to change the arrangement and or location of public entrances. Passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the building and to change the name, number or designation by which the building may be known, provided such change does not decrease or increase the rentable square feet of the demised premises.  There shall be no allowance to Tenant for discrimination  of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or other Tenant making any repairs in the building or any such alterations, additions and improvements, Furthermore Tenant shall not have any claim against Owner by reason of Owner’s imposition of any controls of the manner access to the building by Tenant’s social or business visitors, as Owner may deem necessary for the security of the building and its occupants.

No Representations by Owner:                            21. Neither Owner nor Owner’s agents have made any representations or promises with respect to the physical condition of the building, the land upon which it is erected, the demised premises, the rents, leases, expenses of operations, or any other matter or thing affecting or related to the demise premises or the building except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provision of this lease. Tenant has inspected the building and the demised premises and is thoroughly acquainted with their condition and agrees to take the same “as-is” on the date possession is tendered, and acknowledges that the taking of possession of the demised premises by Tenant shall be convulsive evidence that the said premises, and the building of which the same form a part, were in good and satisfactory condition at the time such possession was so taken except as to latent defeats. All understandings and agreements heretofore made between the parties hereto are merged in this contract, which alone fully and completely expresses the agreement between Owner and Tenant, and any executory agreement hereafter  made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against when enforcement of the change modification, discharge or abandonment is sought.

End of Term:                             22. Upon the expiration or other termination of the term of this lease. Tenant shall quit and surrender to Owner the demised premises, “broom-clean” in good order and condition, ordinary wear, damage by fire or other casualty and damages which Tenant is not required to repair as provided elsewhere in this lease excepted, and Tenant shall remove all its property from the demised premises except as otherwise provided herein. Tenant’s obligation to observe or perform thus covenant shall survive the expiration or other termination of this lease. If the last day of the term of this lease, or any renewal thereof, falls on Sunday, this lease shall expire at noon on the preceding Saturday, unless it be a legal holiday, in which case it shall expire at noon on the preceding business day.

Quite Enjoyment:                    23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and additional rent and observing and performing all the terms, covenants and conditions, on Tenant’s part to be observed and performed. Tenant may peaceably and quietly enjoy the premises hereby demised, subject, nevertheless, to the terms and conditions of this lease including, but not limited to, Article 34 hereof, and to the ground leases, underlying leases and mortgages hereinbefore mentioned.

Failure to Give Possession:                        24. If Owner is unable to give possession of the demised premises on the date of the commencement of the term hereof because of the holding-over or retention of possession of any tenant, undertenant or occupants, or if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured, or if Owner has not completed any work required to be performed by Owner, or for any other reason. Owner shall not be subject to any liability for failure to give possession on said date and the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any way to extend the term of this lease, but the rent payable hereunder shall be abated (provided Tenant is not responsible for Owner’s inability to obtain possession or complete any work required) until after Owner shall have given Tenant notice that Owner is able to deliver possession in the condition required by this lease. If permission is given to Tenant to enter into possession of the demised premises or to occupy premises other than the demised premises, prior to the date specified as the commencement of the term of this lease. Tenant covenants and agrees that such possession and/or occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this lease, except the obligation to pay the fixed annual rent set forth in page one of this lease. The provisions of this article are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

No waiver:                            25. The failure of Owner or Tenant to seek redress for violation of, or to insist upon the strict performance of, any convenient or condition of this lease, or of any of the Rules and Regulations, set forth or hereafter adopted by Owner, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by Owner of rent with Knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach, and no provision of this lease shall be deemed to have been waived by either party. Owner unless such waiver be in writing signed by such party Owner. No payment by Tenant, or receipt by Owner, of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than an account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner’s right to recover the balance of such rent or pursue any other remedy in this lease provided. All checks tendered to Owner as and for the rent of the demised premises shall be deemed payments for the account of Tenant. Acceptance by Owner of rent from anyone other than Tenant shall not be deemed to operate as an attornment to Owner by the payor of such rent, or as a consent by Owner to an assignment or subletting by Tenant of the demised premises to such payor or as a modification of the provisions of the lease. No act or thing done by Owner or Owner’s agents during the term hereby demised shall be deemed an acceptance of a surrender of said premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or Owner’s agent shall have any power to accept the keys of said premises prior to the termination of the lease, and the delivery of keys to any such agent or employee shall not operate as a termination of the lease or a surrender of the demised premises.

Waiver of Trial by Jury:                   26. It is mutually agreed by and between Owner and Tenant that the respective parties hereto shall, and they hereby do, waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this lease, the relationship of Owner and Tenant. Tenant’s use of or occupancy of demised premises and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Owner commences and proceeding or action for possession, including a summary proceeding for possession of the demised premises. Tenant will not interpose any counterclaim of whatever nature or description which are not mandatory to preserve such claim under applicable law in any such proceeding, including a……….. under Article 4. Except for statutory mandatory conduct claims.

Inability to Perform:                        27. Except as otherwise specifically provided herein. This lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenanted and agreements hereunder on part of Tenant to be performed shall in no way be affected, impaired or excused because Owner is unable to fulfill any of  its obligations under this lease, or to supply, or is delayed in supplying, any service expressly or impliedly to be supplied, or is unable to make, or is delayed in making, any repairs, additions, alterations or decorations, or is unable to supply, or is delayed in supplying, any equipment, fixtures or other materials, if Owner is prevented or delayed from doing so by reason of strike or labor troubles, or any cause whatsoever beyond Owner’s sole control including, but not limited to, government preemption or restriction, or by reason of any rule, order or regulation of any department or subdivision thereof of any government agency, or by reason of the conditions which have been or are affected, either directly or indirectly, by war or other emergency.

Rider to be added if necessary

Bills and Notices:                          28. Except as otherwise in this lease provided, any notice, statement, demand or other communication  required or permitted to be given, rendered or made by either party to the other, pursuant to this lease or pursuant to any applicable law or requirement of public authority, shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered or made, if sent by registered or certified mail (express mail, if available), return receipt requested, or by courier guaranteeing overnight delivery and furnishing a receipt in evidence thereof, addressed to the other party at the address hereinabove set forth (except that after the date specified as the commencement of the term of this lease. Tenant’s address, unless Tenant shall give notice to the contrary, shall be the building). And shall be deemed to have been given, rendered or made (a) on the date delivered, if delivered to Tenant personally, (b) on the date delivered, if delivered by overnight courier or (c) on the date which is two (2) days after being mailed Either party may, by notice as aforesaid, designate a different address or addresses for notice, statements, demand or other communications intended for it. Notices given by Owner’s managing agent shall be deemed a valid notice if addressed and set in accordance with the provisions of this Article. At Owner’s option, notices and bills to Tenant may be sent by hand delivery.

Water Charges :                          29. If Tenant requires, uses or consumes water for any purpose in addition to ordinary lavatory purposes (of which fact Owner shall be the sole judge) Owner may install a water meter and thereby measure Tenant’s water consumption for all purposes. Tenant shall pay Owner for the cost of the meter and the cost of installation. Throughout the duration of Tennant’s occupancy, Tennant shall keep said meter and installation equipment in good working order and repair at Tenant’s own cost and expense. In the event Tenant fails to maintain the meter and installation equipment in good working order and repair (of which fact Owner shall be the sole judge) Owner may cause such meter and equipment to be replaced or repaired, and collect the cost thereof from Tenant as additional rent. Tenant agrees to pay for water consumed, as shown on said meter as and when bills are rendered, and in the event Tenant defaults in the making of such payment, Owner may pay such charges and collect the same from Tenant as additional rent. Tenant covenants and agrees to pay, as additional rent, the sewer rent, charge or any other tax, rent or levy which now or hereafter is assessed, imposed or a lien upon the demised premises, or the reality of which they are a part, pursuant to any law, order or regulation made or issued in connection with the use, consumption, maintenance or supply of water, the water system or sewage or sewage connection or system. If the building, the demised premises, or any part thereof , is supplied with water through a meter through which water is also supplied to other premises. Tenant shall pay to Owner, as additional rent, on the first day of each month.*        %

($XXXXXXXXX) of the total meter charges as Tenant’s portion. Independently of, and in addition to, any of the remedies reserved to Owner hereinabove or elsewhere in this lease. Owner may sue for and collect any monies to be paid by Tenant, or paid by Owner, for any of the reasons or purposes hereinabove set forth.

Sprinklers:                                30. Anything elsewhere in this lease to the contrary notwithstanding, if the New York Board of Fire Underwriters or the New York Fire Insurance Exchange or any bureau, department or official of the federal, state or city government recommended or require the installation of the sprinkler system, or that any changes, modifications, alterations, or additional sprinkler hands or other equipment be made or supplied in an existing sprinkler system by reason of Tenant’s business, the location of partitions, trade fixtures, or other contents of the demised premises, or for any other reason, or if any such sprinkler system installations, modifications, alterations, additional sprinkler heads or other such equipment, become necessary to prevent the imposition of a penalty or charge against the full allowances for a sprinkler system in the fire insurance rate set by said Exchange or any other body making fire insurance rates, or by any fire insurance company. Tenant shall, at Tenant’s expense, promptly make such sprinkler system installations, changes, modifications, alterations. and supply additional sprinkler heads or other equipment as required, whether the work involved shall be structural or non-structural in nature. Tenant shall pay to Owner as additional rent the sum of *   , on the first day of each month during the term of this lease, as Tenant’s portion of the contract price for sprinkler supervisory service.

Elevators, Heat, Cleaning:          31. As long as Tenant is not in default under any the covenants of this lease, beyond the applicable grace period provided in this lease for the curing of such defaults, Owner shall: (a) provide necessary passenger elevator facilities on business days from 8 a.m to 6 p.m and on Saturdays from 8 am to 1p.m: (b) if freight elevator service is provided, same shall be provided only on regular business days. Monday through Friday incisive, and on those days only between the hours of 9 am and 12 noon and between 1 p.m and 5 p.m : (c) subject to the further provisions of the Rider to this lease. furnish heat, water and other services supplied by Owner to the demised premises when and as required by law on business days from 8 a.m to 6 p.m and on Saturdays from 8 am to 1 p.m : (d) subject to the further provisions of the Rider to this lease. Clean the public halls and public portions of the building which are used in common by all tenants. Tenant shall, at Tenant’s expense, keep the demised premises, including the windows, clean and in order, to the reasonable satisfaction of Owner, and for that purpose shall employ person or persons, or cooperation’s approved by Owner. Tenant shall pay to Owner the cost of removal of any of Tenant’s refuse and rubbish from the building. Bills for the same shall be rendered by Owner to Tenant at such time as Owner may elect, and shall be due and payable hereunder, and the amount of such bills shall be deemed to be, and be paid as additional rent. Tenant shall, however, have the option of independently contracting for the removal of such rubbish and refuse in the event that Tenant does not wish to have same done by employees of Owner Under such circumstances, however, the removal of such refuse and rubbish by others shall be subject to such rules and regulations as, in the reasonable judgment of Owner, are necessary for the proper operation of the building. Owner reserves the right to stop service of the heating, elevator, plumbing and electric systems, when necessary, by reason of accident or emergency, or for repairs, alterations, replacements or improvements, which in the reasonable judgment of Owner are desirable or necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. If the building of which the demised premises are a part supplies manually operated elevator service, Owner may proceed diligently with alterations necessary to substitute automatic control elevator service without in any way affecting the obligations of Tenant hereunder. Owner shall perform all such work in a good and workmanlike manner and shall use commercially reasonable efforts to minimize interference with Tenant’s business at the Demised Premises.

*Tenant’s Proportionate Share

Security:               32.Tenant has deposited with Owner the sum of $           as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, or any other sum as to which Tenant is in default, or for any sum which Owner may expend, or may be required to expend, by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be replenished to its former amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to tenant after the date fixed as the end of the lease, and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Owner shall have the right to transfer the security to the Vendee or lessee, and Owner shall thereupon be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the new Owner solely for the return of the said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the monies deposited herein as security, and the neither Owner nor its successor or assigns shall be bound by any such assignment, encumbrance, attempted assignment or exempted encumbrance.

Captions:                 33. The Captions are inserted as a matter of convenience and for reference, and in no way define, limit or describe the scope of this lease nor the intent of any provision thereof.

Definitions:             34. The term “Owner” as used in this lease means only the owner of the fee or of the leasehold of the building, or the mortgage in possession for the time being, of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales or conveyance, assignment or transfer of said land and building or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, from the date of the sale or lease and it shall be deemed and constructed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, grantee, assignee or transferee at any such sale, or the said leasee of the building or of the land and building that the purchaser or the leasee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner hereunder from the date of the sale or lease. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning. The term “rent” includes the annual rental rate whether so expressed or expressed in monthly installments, and “additional rent.” “Additional rent” means all sums which shall be due to Owner from Tenant under this lease, in addition to the annual rental rate. The term “business days” as used in this lease, shall exclude Saturdays, Sundays and all days observed by the State or Federal Government as legal holidays, and those designated as holidays by the applicable building service union employees service contract, or by the applicable Operating Engineers contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld, such consent shall not be unreasonably delayed.

Adjacent Excavation Shoring:                        35. If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized the to be made, Tenant shall afford to the person causing or authorized to cause such excavation, a license to enter upon the demised premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building, of which demised premises form a part, from injury or damage, and to support the same by proper foundations, without any claim for damages or indemnity against Owner, or abatement of rent.

Rules and Regulations:                                 36. Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with the Rules and Regulations annexed hereto and such other and further reasonable Rules and Regulations as Owner or Owner’s agent may from time to time adopt. Notice of any additional Rules or Regulations shall be given in accordance with the notice provisions of this lease. in such manner as Owner may xxx In case Tenant disputes the reasonableness of any additional Rules or Regulations hereafter made or adopted by Owner or Owner’s agents, the parties hereto agree to submit the question of the reasonableness of such Rules or Regulations for decision to the New York office of the American Arbitration Association, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rules or Regulations upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice, in writing, upon Owner, within fifteen (15) days after the giving of notice thereof. Nothing in this lease contained shall be constructed to impose upon Owner any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, as against any other tenant, and Owner shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Notwithstanding the foregoing, Owner covenants and agrees that it will not enforce any rules and regulations in a manner designed to unfairly discriminate against Tenant.

Glass:                      37. Owner shall replace, at the expense of Tenant, any and all plate and other glass damaged or broken from any cause whatsoever in and about the demised premises Owner may insure, and keep insured, at Tenant’s expense, all plate and other glass in the demised premises for and in the name of Owner. Bills for the premiums therefore shall be rendered by Owner to Tenant at such times as Owner may elect, and shall be due from, and payable by Tenant when rendered and the amount thereof shall be deemed to be, and be paid as, additional rent.

Estoppel Certificate:                       38. Tenant, at any time, and from time to time, upon at least ten (10) days prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to any other person, firm or corporation specified by Owner, a statement certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the rent and additional rent have been paid, stating whether or not there exists any defaults by Owner under this lease, and, if so, specifying each such default and such other information as shall be required of Tenant reasonably.

Directory Board Listing:               39. If, at the request of , and as accommodation to, Tenant, Owner shall place upon the directory board in the lobby of the building, one or more names of persons or entities other than Tenant, such directory board listing shall not be construed as the consent by Owner to an assignment or subletting by Tenant to such persons or entities.

Successors and Assigns:                40. The covenants conditions and agreements contained in this lease shall bind and more to the benefit of Owner and Tenant and their respective heirs, distributes, executors, administrators, successors, and except as otherwise provided in this lease, their assigns. Tenant shall look only to Owner’s estate and interest in the land and building for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) against Owner in the event of any default by Owner hereunder, and no other property or assets of such Owner (or any partners, member, officer or director thereof, disclosed and undisclosed), shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under, or with respect to this lease the relationship of Owner and Tenant hereunder, or Tenant’s  use and occupancy of the demised premises.

SEE RIDER ANNEXED HERETO AND MADE A PART HEREOF

In witness thereof, Owner and Tenant have respectively signed and sealed this lease as of the day and year first above written.

	REP 80 ARKAY DRIVE, LLC
	By: Rechler Management, LLC,
	its Manager
Witness for Owner:
	By:
	STANDARD MICROSYSTEMS CORPORATION
Witness for Tenant:
	By:

ACKNOWLEDGEMENT

STATE OF NEW YORK,

SS:

COUNTY OF

On the _________________ day of ____________ in the year________, before me, the undersigned, a Notary Public in and for said state, personally appeared_____________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual (s) whose name (s) is (are) subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/her/their capacity(ies), and that by his/her/their signatures(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

NOTARY PUBLIC

IMPORTANT – PLEASE READ

RULES AND REGULATIONS ATTACHED TO AND MADE APART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 36

1.  The sidewalks, entrances drive ways passengers, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by Tenant or used for any purpose other than for ingress or egress from the demised premises for delivery of merchandised and equipment in a promote and efficient manner, using elevators and passengeways designated for such delivery by Owner. There shall not be used in any space or in the public hall of the building, either by the Tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and side guards. If said premises are situated on the ground floor of the building, tenant shall further at tenants expense keep the side walk and ------- in form of said premises clean and free from -------- dirt and rubbish.

2.  The water and wash closest and plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed, and no sweepings, rubbish, rags acids or other substance shall be deposited therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant whether or not caused by Tenant, its clerks, agents, employees or visitors.

3.  No carpet, rug or other article shall be hung or shaken out of any window of the building and Tenant shall not sweep or throw or permit to be swept or thrown substances from the demised premises, any dirt or other substances into any of the corridors of halls, elevators or out of the doors or windows or stairways of the building. And Tenant shall not use keep of permit to be used or kept any foul or ----- gas or substance in the denied premises or permit or suffer the demise premises to be occupied or used in a manner offensive or object able to owner or other occupants of the building by ---------- orders and or vibrations or interfere in any way with other Tenants or those having business therein, nor shall any bicycles, vehicles, animals (other than “service animals”), fish or birds be kept in or about the building, Smoking or carrying lighted cigars or cigarettes in the elevators of the building is prohibited.

4.  No awnings or other projections shall be attached to the outside walls of the building without the prior written consent of owner.

5.No sign, advertisement, notice or order---- shall be --- painted or affixed by Tenant on any part of the outside of the demised premises or the building, or on the inside of the demise premises if the same is visible from the outside of the demised premises without the prior written consent of owner. Except that the name of Tenant may appear on the entrance door of the demised premises in the event of the violation of the foregoing by Tenant. Owner may remove same without any liability and may charge the expense incurred by such removal to Tenant. Interior signs on door and directory tablet shall be inscribed, painted or affixed for Tenant by Owner at the expense of Tenant, and shall be of a size, color and style acceptable to owner.

6.  Tenant shall not mark paint, drill into or anyway deface any part of the demised premises of the building of which they form a part No boring, cutting on stringing of wires shall be permitted, except as otherwise permitted by this lease with the prior written consent of Owner, and as Owner may direct. Tenant shall not lay linoleum or other similar floor covering, so that the same shall come in direct contact with the floor of demised premises and if linoleum or other similar floor covering is desired to be used, an interlining of builders deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited.

7.  No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or mechanism thereof. Tenant must, upon the termination of his tenancy, restore to Owner all keys of stores, offices and toilet rooms either furnished to or otherwise procured by tenant and in the event of the loss of any keys, so furnished, Tenant shall pay to Owner the cost of thereof. Notwithstanding, the foregoing, Tenant shall be permitted to utilize the locks and keys currently existing at the demised premises so long as Landlord is provided with copies of all keys and/or codes related thereto.

8.  Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the demised premises only on the freight elevators and through the service entrances and corridors, and only during hours, and in a manner approved by Owner. Owner reserves the right to inspect all freight to be reasonably brought in to the building, and to exclude from the building all freight  which violates any of these Rules and Regulations of the lease, of which these Rules and Regulations are a part. Notwithstanding the foregoing. Tenant shall be permitted to use the passenger elevators at the Building for the transfer of material and equipment form the lower level of the Building to the Demised Premises, so long as such use does not occur between 8:00 a.m. and 10:00 a.m. or 4:00 p.m. to 6:00 p.m. on weekdays.

9.  Tenant shall not obtain for use upon the demised premises ice drinking water, towel and other similar services, or accept barbering or bootblacking services in the demised premises, except from persons authorized by Owner and at hours and under regulations fixed by Owner Canvassing, soliciting and peddling in the building is prohibited and Tenant shall cooperate to prevent the same

10.  Owner reserves the right to exclude from the building  of persons who do not present a pass to the building signed by Owner Owner will furnish passes to persons for  whom any Tenant requests same in writing. Tenant shall be responsible for whom it requests such pass, and shall be liable to Owner for all acts of such persons. Notwithstanding the foregoing, Owner shall not be required to allow Tenant or any person to enter or remain in the building, except  on business days from 8:00a.m to 6:00a.m. and on Saturdays from 8:00a.m. to 1:00p.m. Tenant shall not have the claim against Owner by reason of Owner excluding from the building any person who does not present such pass.

11.  Owner shall have the right to prohibit any advertising by Tenant which in Owner’s opinion, lends to impair the reputation of the building or its desirability reasonable  as a loft building, and upon written notice from Owner. Tenant shall refrain from or discontinue such advertising.

12.  Except as otherwise set forth in this lease. Tenant shall not bring or permit to be brought or kept in or on the demised premises, any inflammable, combustible, explosive or hazardous fluid, material, chemical, or substance, or cause or permit any odors of cooking or other processes , or any unusual or other objectionable odors, to permeate in, or emanate from, the demised premises.

13.  Tenant shall not use the demised premises in manner which disturbs or interferes with other tenants in the beneficial use of their materially premises.

14. Refuse and Trash (1) Compliance by Tenant. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future loss, orders and regulations, of all state, federal, municipal and local government, departments, commissions and boards regarding the collection, sorting, separation and recycling  of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Owner. Tenant shall remove or cause to be removed by a contractor acceptable to Owner at Owner’s sole discretion, such items as Owner may expressly designate. (2) Owner’s Rights in Event of Noncompliance Owner has the option to refuse to collect or accept from Tenant waste products, garbage, refuse or trash (a) that is not separated and sorted as required by law or (b) which consist such items as Owner may expressly designate for Tenant’s removal, and to require Tenant to arrange for such collection at Tenant’s sole cost and expense, utilizing a contractor satisfactory to Owner Tenant shall pay all costs, expenses, fines, penalties or damages that may be imposed on Owner or Tenant by reason of Tenant’s failure to comply with the provisions of this Building Rule 14, and at Tenant’s sole cost and expense shall indemnity defend and hold Owner harmless (including reasonable legal fees and expenses) from and against any actions, claims and suits arising from such non compliance utilizing counsel reasonably satisfactory to Owner

Security:                         32.Tenant has deposited with Owner the sum of $           as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, or any other sum as to which Tenant is in default, or for any sum which Owner may expend, or may be required to expend, by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be replenished to its former amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to tenant after the date fixed as the end of the lease, and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Owner shall have the right to transfer the security to the Vendee or lessee, and Owner shall thereupon be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the new Owner solely for the return of the said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the monies deposited herein as security, and the neither Owner nor its successor or assigns shall be bound by any such assignment, encumbrance, attempted assignment or exempted encumbrance.

Captions:                         33. The Captions are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this lease nor the intent of any provision thereof.

Definitions:                     34. The term “Owner” as used in this lease means only the owner of the fee or of the leasehold of the building, or the mortgage in possession for the time being, of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales or conveyance, assignment or transfer of said land and building or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, from the date of the sale or lease and it shall be deemed and constructed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, grantee, assignee or transferee at any such sale, or the said lessee of the building or of the land and building that the purchaser or the lessee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner hereunder from the date of the sale or lease. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning. The term “rent” includes the annual rental rate whether so expressed or expressed in monthly installments, and “additional rent.” “Additional rent” means all sums which shall be due to Owner from Tenant under this lease, in addition to the annual rental rate. The term “business days” as used in this lease, shall exclude Saturdays, Sundays and all days observed by the State or Federal Government as legal holidays, and those designated as holidays by the applicable building service union employees service contract, or by the applicable Operating Engineers contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld, such consent shall not be unreasonably delayed.

Adjacent Excavation Shoring:                35. If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, a license to enter upon the demised premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building, of which demised premises form a part, from injury or damage, and to support the same by proper foundations, without any claim for damages or indemnity against Owner, or abatement of rent.

Rules and Regulations:                36. Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with the Rules and Regulations annexed hereto and such other and further reasonable Rules and Regulations as Owner or Owner’s agent may from time to time adopt. Notice of any additional Rules or Regulations shall be given in accordance with the notice provisions of this lease. in such manner as Owner may xxx In case Tenant disputes the reasonableness of any additional Rules or Regulations hereafter made or adopted by Owner or Owner’s agents, the parties hereto agree to submit the question of the reasonableness of such Rules or Regulations for decision to the New York office of the American Arbitration Association, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rules or Regulations upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice, in writing, upon Owner, within fifteen (15) days after the giving of notice thereof. Nothing in this lease contained shall be constructed to impose upon Owner any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, as against any other tenant, and Owner shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Notwithstanding the foregoing, Owner covenants and agrees that it will not enforce any rules and regulations in a manner designed to unfairly discriminate against Tenant.

Glass:                       37. Owner shall replace, at the expense of Tenant, any and all plate and other glass damaged or broken from any cause whatsoever in and about the demised premises Owner may insure, and keep insured, at Tenant’s expense, all plate and other glass in the demised premises for and in the name of Owner. Bills for the premiums therefore shall be rendered by Owner to Tenant at such times as Owner may elect, and shall be due from, and payable by Tenant when rendered and the amount thereof shall be deemed to be, and be paid as, additional rent.

Estoppel Certificate:                         38. Tenant, at any time, and from time to time, upon at least ten (10) days prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to any other person, firm or corporation specified by Owner, a statement certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the rent and additional rent have been paid, stating whether or not there exists any defaults by Owner under this lease, and, if so, specifying each such default and such other information as shall be required reasonably of Tenant.

Directory Board Listing:                    39. If, at the request of , and as accommodation to, Tenant, Owner shall place upon the directory board in the lobby of the building, one or more names of persons or entities other than Tenant, such directory board listing shall not be construed as the consent by Owner to an assignment or subletting by Tenant to such persons or entities.

Successors and Assigns:                   40. The covenants conditions and agreements contained in this lease shall bind and more to the benefit of Owner and Tenant and their respective heirs, distributes, executors, administrators, successors, and except as otherwise provided in this lease, their assigns. Tenant shall look only to Owner’s estate and interest in the land and building for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) against Owner in the event of any default by Owner hereunder, and no other property or assets of such Owner (or any partners, member, officer or director thereof, disclosed and undisclosed), shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under, or with respect to this lease the relationship of Owner and Tenant hereunder, or Tenant’s  use and occupancy of the demised premises.

SEE RIDER ANNEXED HERE TO AND MADE A PART HEREOF

In witness thereof, Owner and Tenant have respectively signed and sealed this lease as of the day and year first above written.

Witness for Owner:
	By:
	STANDARD MICROSYSTEMS CORPORATION
Witness for Tenant:
	By:

ACKNOWLEDGEMENT

STATE OF NEW YORK,

SS:

COUNTY OF

On the _________________ day of ____________ in the year________, before me, the undersigned, a Notary Public in and for said state, personally appeared_____________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual (s) whose name (s) is (are) subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/her/their capacity(ies), and that by his/her/their signatures(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

NOTARY PUBLIC

RIDER TO LEASE dated March 13, 2012 between REP 80 Arkay Drive, LLC, as Owner, and Standard Microsystems Corporation, as Tenant

41.       Definitions.

(a)        For purposes of this lease, the term "Building" shall mean the building located at 80 Arkay Drive, Hauppauge, New York of which the Demised Premises form a part, and the term "Real Property" shall mean the Building, any constituent units comprising the Building, and the land and improvements appurtenant to and used in connection with the Building. The parties hereby stipulate and agree that the Demised Premises as depicted in the annexed Exhibit "A' (herein referred to as the "Demised Premises" or the "demised premises") contain 111,933 rentable square feet of space in the Building containing 202,894 rentable square feet which constitutes 55.17 percent of the area of the Building ("Tenant's  Proportionate Share").  For the purposes of this rider, all references to the term "Landlord" shall mean and refer to Owner.

(b)       On even date herewith, pursuant to an assignment and assumption of lease between Tenant, as assignor, and Landlord, as assignee, Landlord became the lessee under that certain Lease Agreement (the "IDA Lease") with Suffolk County Industrial Development Agency (the "Agency"), as lessor, for the Real Property.  In light of the foregoing, although this lease is a sublease between Landlord, as sublandlord, and Tenant, as subtenant, this lease shall be referred to herein as a lease, not a sublease, Landlord shall be referred to as "Landlord" and not a sublandlord, and Tenant shall be referred to as "Tenant" and not a subtenant.

42.       Term.

(a)       The term ("Term", "term" or "Demised Term") of this lease, Tenant's right to occupy the Demised Premises and Tenant's obligation to pay Rent (as defined in Paragraph 43 hereof) and all items of additional rent shall commence on March 13, 2012 (the "Commencement Date").  The Term of this lease shall expire on the day preceding the day which is fifteen (15) years after (x) the Commencement Date (but only if the Commencement Date occurred on the first day of a calendar month) or (y) the first day of the first full calendar month following the Commencement Date (if the Commencement Date did not occur on the first day of a calendar month) (the "Expiration Date").

(b)       A "Lease Year" shall be comprised of a period of twelve (12) consecutive months. The first Lease Year shall commence on the Commencement Date but, notwithstanding the first sentence of this paragraph, if the Commencement Date is not the first day of a month, then the first Lease Year shall include the additional period from the Commencement Date to the end of the then current month.  Each succeeding Lease Year shall end on the anniversary date of the last day of the preceding Lease Year. For example, if the Commencement Date is June 1, 2011, the first Lease Year would begin on June 1, 2011, and end on May 31, 2012, and each succeeding Lease Year would end on May 31st. If, however, the Commencement Date is June 2, 2011 the first Lease Year would end on June 30, 2012, the second Lease Year would commence on July 1, 2012, and each succeeding Lease Year would end on June 30th.

43.       Rent.

(a)   During the term of this lease, Tenant shall pay minimum annual rent ("Rent") as follows:

During the first  Lease Year, the Rent shall be $1,119,330.00,  payable in equal monthly installments of $93,277.50.

During the second Lease Year, the Rent shall be $1,152,909.90,  payable in equal monthly installments of $96,075.83.

During the third Lease Year, the Rent shall be $1,187,497.20,  payable in equal monthly installments of $98,958.10.

During the fourth Lease Year, the Rent shall be $1,223,122.12,  payable in equal monthly installments of $101,926.84.

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During the fifth Lease Year, the Rent shall be $1,259,815.78,  payable in equal monthly installments of $104,984.65.

During the sixth Lease Year, the Rent shall be $1,297,610.25,  payable in equal monthly installments of $108,134.19.

During the seventh Lease Year, the Rent shall be $1,336,538.56,  payable in equal monthly installments of $111,378.21.

During the eighth Lease Year, the Rent shall be $1,376,634.72,  payable in equal monthly installments of $114,719.56.

During the ninth Lease Year, the Rent shall be $1,417,933.76,  payable in equal monthly installments of $118,161.15.

During the tenth Lease Year, the Rent shall be $1,460,471.77,  payable in equal monthly installments of $121,705.98.

During the eleventh Lease Year, the Rent shall be $1,504,285.92,  payable in equal monthly installments of $125,357.16.

During the twelfth Lease Year, the Rent shall be $1,549,414.50,  payable in equal monthly installments of $129,117.88.

During the thirteenth Lease Year, the Rent shall be $1,595,896.94, payable in equal monthly installments of $132,991.41.

During the fourteenth Lease Year, the Rent shall be $1,643,773.85, payable in equal monthly installments of $136,981.15.

During the fifteenth Lease Year, the Rent shall be $1,693,087.07, payable in equal monthly installments of $141,090.59.

(b)       Additionally, should the Commencement Date be a date other than the first day of a calendar month, Tenant shall pay a pro rata portion of the Rent on a per diem basis, based upon the second full calendar month of the first Lease Year, from such date to and including the last day of that current calendar month, and the first Lease Year shall include said partial month.  The rent payable for such partial month shall be in addition to the Rent payable pursuant to the Rent schedule set forth above.

(c)       The minimum annual rent hereinabove provided for shall be in addition to all other payments to be made by Tenant as herein provided except as set forth to the contrary in this lease. It is the purpose and intent of the parties hereto that the minimum annual rent shall be absolutely net to Landlord, except as set forth to the contrary in this lease so that this lease shall yield, net to the Landlord, the minimum annual rent, and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Demised Premises which may arise or become due during the term of this lease shall be paid by Tenant and that Landlord shall be indemnified and saved harmless by Tenant from and against the same.

(d)       Any sums of money required to be paid by Tenant to Landlord in addition to the rent reserved under this Paragraph 43, shall be deemed additional rent, shall be paid without deduction or offset, and in the event Tenant fails to pay such additional rent, Landlord shall be entitled to the same remedies under this lease or by law, as are available to Landlord for the nonpayment of rent, including, without limitation, summary dispossess proceedings.

(e)       Tenant is hereby authorized and directed to make all payments of Rent and additional rent and other amounts payable by Tenant as follows:(i) if payment is made by wire transfer, wired to M&T Bank, Buffalo, New York, ABA# 022000046, Account#11000911296 Account Name: REP 80 Arkay Drive LLC, or (ii) if payment is made by check, mailed by regular US mail, to c/o Rechler Equity Partners, 85 South Service Road, Plainview, New York 11803.

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(f)       The parties are entering into this lease as part of a sale-leaseback transaction, whereby Tenant is assigning its leasehold interest in the Real Property to Landlord and is leasing back the Demised Premises from Landlord. Tenant is providing Landlord with purchase money financing in connection with such transaction, which financing will be secured by a mortgage against the Real Property (the "Purchase Money Mortgage").  In the event Landlord defaults, beyond any applicable notice and grace periods provided therein for the cure thereof, in the payment of any principal and/or interest payable pursuant to the Purchase Money Mortgage, then Tenant shall be permitted to offset such unpaid amounts against the next due installment(s) of Rent payable hereunder.

44.       Utilities.

(a)       Tenant shall furnish and pay for, at its sole cost and expense, all utilities supplied to the Demised Premises (with the exception  of water) by any utility company, whether public or private, including but not limited to gas, electricity, fuel oil and telephone.  In the event Tenant fails to do so, Tenant shall reimburse Landlord for the utility charges actually incurred by Landlord in providing service to the Demised Premises prior to the date the accounts have been transferred, without markup or administrative fee. Such sums shall be paid by Tenant as additional rent, within thirty (30) days of Landlord's  invoice therefor.

(b)       The  parties  hereby  acknowledge  and  agree  that  the  Demised  Premises  are not separately metered for water.  In addition to the additional rent payable under Paragraph 47 below, Tenant  shall pay to Landlord, as additional  rent, within thirty (30) days of Landlord's  invoice therefor, Tenant's Proportionate Share of Landlord's actual cost, without markup or administrative fees, for water consumed  at the Building and/or  Real Property, and for sewer charges, if any, assessed or imposed against the Building and/or Real Property.  Tenant shall not use water for other than normal  lavatory  purposes and other  purposes  incidental  to Tenant's  permitted  use of the Demised Premises as set forth herein.

(c)       Notwithstanding the provisions of Paragraph 44(a) above, if there shall be a master, submetered oil tank servicing the Building or the Demised Premises, oil for heating purposes shall be provided from such master tank and metered in the Demised Premises.  Tenant agrees to provide access to Landlord for meter reading purposes.  Landlord will bill Tenant at regular published retail prices based on usage, without markup or administrative fees, and Tenant shall have thirty (30) days to remit from the date of billing.  Said amount shall be deemed to be additional rent.

45.       Alterations.

(a)        Tenant shall make no changes in or to the Demised Premises which are of a structural nature or which affect the exterior of the Building without Landlord's  prior written consent, which consent may be granted or withheld in its sole discretion. Notwithstanding anything contained herein to the contrary (but subject to the requirements set forth in Paragraph 3 of the printed form portion of this lease), Tenant may, upon prior written notice to, but without requiring the consent of, Landlord, perform non-structural and interior Alteration(s) (as hereinafter defined).  Further supplementing Paragraph 3 of the printed form portion of this lease, with respect to any and all alterations, installations,  additions and improvements (each, an "Alteration"  and collectively, "Alterations") permitted  by Landlord  to  be performed  by or on  behalf of  Tenant  in the  Demised  Premises (including, without limitation, those non-structural, interior Alterations which do not require Landlord's  prior consent), Tenant will deliver to Landlord certificates evidencing Worker's Compensation  Insurance and Contractor's  General Liability Insurance in the amount reasonably satisfactory to Landlord (but in no event less than the amounts set forth in paragraph 59 herein) prior to the commencement of such work.  Any and all Alterations and any and all structures or fixtures, except  those fixtures  described  on Exhibit"B"  annexed  hereto and made a part hereof and/or movable trade fixtures not attached to the realty, installed by or on behalf of Tenant shall be deemed attached to the freehold and automatically become the property of Landlord upon installation, unless Landlord shall elect, in writing, otherwise (such written notice to be delivered to Tenant with Landlord's  consent of the Alteration(s),  if consent is required, or within fifteen (15) days after Tenant's written notice to Landlord of the Alteration(s), if no consent is required). If Landlord elects to have Tenant remove same at the expiration of the term of this lease, Tenant shall, prior to the expiration or sooner termination of the term of this lease, perform such removal and repair, at its own cost and expense, any damage to the Demised Premises caused by said removal.  In no event shall

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Tenant be required to remove any structures or fixtures installed as part of the Initial Interior Work. Notwithstanding the foregoing removal requirements, Landlord may, at its option, in lieu of requiring Tenant to perform such removal and restoration, invoice Tenant for the good faith estimated cost for performing such work and Tenant shall pay such invoice, as additional rent, within thirty (30) days of such invoice.  With respect to any mechanic's  lien for which Tenant is responsible for removing or bonding hereunder, Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord in connection therewith (including, without limitation, reasonable attorneys fees and disbursements of Landlord and any sums payable to Landlord's  lender in connection therewith).  Supplementing Paragraph 30 of the printed form portion of this lease, in the event Tenant makes any installations, changes, modifications or alterations to the sprinkler systems and/or sprinkler equipment serving the Demised Premises, same shall be subject to Landlord's  supervisory fee of 5% of the cost thereof which shall be payable, as additional rent, to Landlord (or, at Landlord's  request, to Landlord's construction affiliate).

(b)       Tenant shall not be permitted to make, or to engage a contractor or artist to make, any Alterations, decorations, installations, additions or other improvements ("Visual Alteration") which may be considered a work of visual art of any kind, and/or which might fall within the protections of the Visual Artists Rights Act of 1990 ("VARA") unless: (i) Tenant obtains, from each artist and/or contractor who will be involved in said Visual Alteration, valid written waivers of such artist's and/or contractor's rights under VARA in form and content reasonably acceptable to Landlord; and (ii) Landlord consents to such Visual Alteration in writing (which consent shall not be unreasonably withheld or delayed).  In the event that a claim is brought under VARA with respect to any Visual Alteration performed in or about the Building by or at the request of Tenant or Tenant's  agents or employees, Tenant shall indemnify and hold harmless Landlord against and from any and all such claims.  If any action or proceeding shall be brought against Landlord by reason of such claim under VARA, Tenant agrees that Tenant, at its expense, will resist and defend such action or proceeding and will employ counsel reasonably satisfactory to Landlord therefor. Tenant shall also pay any and all damages sustained by Landlord as a result of such claim, including, without limitation, reasonable attorney's fees and the actual, out-of-pocket cost to Landlord of complying with VARA protections (which shall include damages sustained as a result of Landlord's  inability to remove Visual Alterations from the Demised Premises).  The provisions of this Paragraph 45(b) shall survive the expiration or sooner termination of this lease.

46.       Sanitary.  If there is a sanitary disposal system for Tenant's exclusive use, then Tenant shall be required to maintain, repair and replace same at Tenant's sole cost and expense.  In such event, Tenant shall not be required to share in the cost and expense of the maintenance, repair and replacement of any other sanitary disposal system used by Landlord or other tenants of the Building of which the Demised Premises forms a part.

47.       CommonAreaMaintenance.  Tenant agrees to pay, within thirty (30) days after Landlord's written demand therefor, as additional rent, an amount equal to Tenant's  Proportionate Share of "Landlord's Cost" of maintenance, repair and replacement of the Building, the Real Property and the landscaped, parking and all other common areas thereof, both within the interior and the exterior of the  Building. Upon  written  request  of  Tenant,  Landlord  shall  provide  reasonable  back-up documentation evidencing the charges set forth in any such written demand or invoice withrespect to Landlord's  Cost.  The term "Landlord's Cost", as used herein, shall be deemed to include, without limiting the generality of the foregoing, gardening, landscaping, irrigation, planting, replanting and replacement of flowers, shrubbery, trees and grass, striping, including, without limitation, the cost of electricity and maintenance and replacement of fixtures and bulbs, with respect to the parking areas, repair of paving, curbs and walkways, repair and cleaning of drainage facilities, trash, rubbish and garbage removal, snow and ice removal, sprinkler fireline systems and sprinkler supervisory service, exterior  lighting,  maintenance  repair  and  replacement  of  the  sanitary  system  (subject  to  the provisions of paragraph 46 above), maintenance, repair and replacement of the roof that  is located over the common area of the Building, rental of machinery and equipment, cost of personnel to implement all of the foregoing, security and security guard service and other similar costs of the type incurred in the operation of comparable properties plus Landlord's  management fee of four (4%) percent of Landlord's Cost.  The parties acknowledge and agree that (i) Landlord does not, and will not be required to, provide concierge services at the Building, and (ii) the usage of irrigation systems serving the Real Property shall be measured by two (2) existing meters for purposes of determining the cost of irrigation to be included in Landlord's  Cost.  In an effort to control Landlord's  Cost, Landlord agrees that, for the first Lease Year, Landlord shall either (y) use Tenant's current vendors

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for services at the Real Property, or (z) in the event Tenant's current vendors are not performing the required services to Landlord's reasonable satisfaction, utilize vendors with pricing structures and service levels reasonably comparable to the pricing structures of Tenant's current vendors. From and after the second Lease Year, Landlord agrees to use vendors whose rates and services are reasonably competitive with those of other vendors offering similar services for comparable buildings.

48.       Repairs.

(a)       Subject to the provisions of Paragraphs 9 and 58 of this lease, during the full term of this lease, Landlord shall make all structural repairs to the Demised Premises, except those which shall have been occasioned by the acts of omission or commission of Tenant, its agents, employees or invitees, which repairs Landlord shall make at Tenant's sole cost and expense. Structural repairs are hereby defined to be repairs to the roof supports, the bearing walls, foundation and the structural steel.   Landlord shall perform all maintenance and repair work with reasonable diligence and in a workmanlike manner and agrees to use commercially reasonable efforts to minimize interference with Tenant's  business operations at the Demised Premises.  Except for Landlord's  obligations specifically set forth in this Paragraph 48,  Tenant shall, at its own cost and expense, keep the Demised Premises in good condition, repair and appearance at all times throughout the term of this lease including, without limitation, (i) maintenance, repair and replacement of the electrical, plumbing, sprinkler, heating, air conditioning, ventilation, life safety and all other mechanical systems servicing the Demised Premises; (ii) regularly-scheduled cleaning and maintenance of the interior of the Demised Premises; (iii) the maintenance, repair and replacement of all windows, doors and plate glass; and (iv) maintenance, repair and replacement of the roof, other than with respect to the roof area described in Paragraph 47 above and the roof supports described in this Paragraph48(a).  Tenant shall at all times obtain and keep in full force and effect for the benefit of Landlord and Tenant with a responsible company doing business in Suffolk County a service, repair and maintenance contract with respect to the heating, ventilating and air conditioning systems servicing the Demised Premises.  A copy of such contract and renewals thereof shall, upon issuance and thereafter not later than ten (10) days prior to expiration, be furnished to Landlord together with evidence of payment.

(b)       Notwithstanding anything to the contrary contained in this lease, if there exists the need for a repair in the Demised Premises for which Landlord is responsible hereunder (other than an Emergency Repair [as hereinafter defined] or an Immediate Repair [as hereinafter defined]), and Landlord has failed to either (i) commence and diligently pursue the completion of such repair, or (ii) deliver written notice to Tenant disputing the necessity of, or Landlord's  responsibility for, the subject repair (either such action being herein referred to as a "Landlord Repair Response"), within thirty (30) days following written notice thereof by Tenant, then Tenant may deliver a five (5) business day notice of Tenant's intention to arrange for the performance of the subject repair for the account of Landlord. lf there has still not occurred a Landlord Repair Response by the expiration of the aforementioned five (5) business day period, then Tenant may arrange for the performance of the subject repair and Landlord shall promptly reimburse Tenant for the reasonable, out-of-pocket expenses incurred by Tenant in connection therewith.  However, Tenant acknowledges and agrees that (y) the exercise by Tenant of the foregoing self-help right shall be limited to the boundaries of the Demised Premises only or, subject to the further restrictions set forth in subsection (z) below, those portions of the Building which Tenant is entitled to use pursuant to this lease or which materially adversely affects Tenant's access to and use of the Demised Premises, and (z) if any aspect(s) of the repair or restoration work would affect, touch or concern the Building systems or the common areas and/or exterior portions of the Building, then Tenant shall only engage a subcontractor(s) approved by Landlord for the performance of the subject work. For purposes of this Paragraph 48(b) only, the term "Emergency Repair" shall mean and refer to any repair which, if not promptly performed, will likely result in imminent material harm to persons and/or personal property. In the event an Emergency Repair is necessary, Tenant shall be permitted to immediately perform the Emergency Repair, as set forth herein, without notice to Landlord. For purposes of this Paragraph 48(b) only, the term "Immediate Repair" shall mean and refer to any repair which, if not promptly performed, will materially and adversely affect Tenant's normal use and occupancy of the Demised Premises.  In the event an Immediate Repair is necessary, Tenant shall be permitted to perform the Immediate Repair, as set forth herein, in the event Landlord has failed to commence such Immediate Repair within three (3) business days of written notice from Tenant of the need for such Immediate Repair.

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49.       Taxes.

(a)       As used in and for the purposes of this Paragraph 49, the following definitions shall apply:

(i)        "Taxes" shall be the real estate taxes, assessments, special or otherwise, sewer rents, rates and charges, and any other governmental charges, general, specific, ordinary or extraordinary, foreseen or unforeseen, levied on a calendar year or fiscal year basis against the Real Property. If at any time during the Term the method of taxation prevailing at the date hereof shall be altered so that there shall be levied, assessed or imposed in lieu of, or as in addition to, or as a substitute for, the whole or any part of the taxes, levies, impositions or charges now levied, assessed or imposed on all or any part of the Real Property (w) a tax, assessment, levy, imposition or charge based upon the rents received by Landlord, whether or not wholly or partially as a capital levy or otherwise, or (x) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Real Property and imposed on Landlord, or (y) a license fee measured by the rent payable by Tenant to Landlord, or (z) any other tax, levy, imposition, charge or license fee however described or imposed; then all such taxes, levies, impositions, charges or license fees or any part thereof, so measured or based, shall be deemed to be Taxes. Except as otherwise set forth in the preceding sentence, the term "Taxes" shall not include federal, state or local income taxes; occupancy or rental taxes; taxes on gross receipts or profits; franchise, gift, transfer, excise, capital stock, estate or inheritance taxes; penalties and/or interest for late payments.

(b)       During the Term, Tenant shall pay Landlord Tenant's Proportionate Share of Taxes levied against the Real Property as additional rent ("Tenant's  Tax Payment" or "Tax Payment").

(c)        Landlord shall render to Tenant a statement containing a computation of Tenant's Tax Payment ("Landlord's Statement").   Each Tax Payment with respect to Taxes levied for a calendar or fiscal year, as applicable,  which begins prior to the Commencement  Date or ends after the expiration or earlier termination of this lease, and any tax refund pursuant to Paragraph 49(e), shall be prorated to correspond to that portion of such calendar year or fiscal year, as applicable, occurring within the Term. Within thirty (30) days after the rendition of the Landlord's Statement, Tenant shall pay to Landlord the amount of Tenant's Tax Payment. At Landlord's option, on the first day of each month following the rendition of each Landlord's  Statement, Tenant shall pay to Landlord, on account of Tenant's  next Tax Payment, a sum equal to one-twelfth (1/12th) of Tenant's  last Tax Payment due hereunder, which sum shall be subject to reasonable adjustment (no more than once per calendar year) for subsequent increases in Taxes.

(d)       If during the Term, Taxes are required to be paid by Landlord as a tax escrow payment to a mortgagee, then, at Landlord's option, the installments of Tenant's Tax Payment shall be correspondingly accelerated so that Tenant's Tax Payment or any installment thereof shall be due and payable by Tenant to Landlord at least thirty (30) days prior to the date such payment is due to such mortgagee.

(e)       Tenant shall not, without Landlord's prior written consent, institute or maintain any action, proceeding or application in any court or other governmental authority for the purpose of changing the.Taxes (a "Tax Contest").  If, as a result of a Tax Contest, Landlord receives a refund of Taxes attributable to any tax year or tax years occurring during the Term, then, provided Tenant had made full payment of Tenant's Tax Payment for all affected Lease Years, Landlord shall recalculate each affected Tenant's Tax Payment based upon the finally determined Taxes for each affected tax year and deliver a revised Landlord's  Statement to Tenant.  If the Tenant's  Tax Payment on the revised Landlord's  Statement exceeds the amount paid by Tenant for the original Tenant's  Tax Payment, then Tenant shall pay to Landlord such excess, as additional rent, within fifteen (15) days of the delivery of the revised Landlord's Statement.  In the event that the amount paid by Tenant for the original Tenant's Tax Payment exceeds the amount of the  revised Tenant's Tax Payment, then Landlord, at its option, shall either refund such excess to Tenant, or credit such excess to Tenant towards the next due installment(s) of Taxes.  Landlord shall have the right to either, in Landlord's sole discretion, (i) include in the calculation of Taxes (for a subsequent tax year), the actual, out-of­ pocket costs and expenses  incurred by Landlord in instituting and prosecuting a Tax Contest hereunder, or (ii)  deduct from any refund that may become due to Tenant as a result of the Tax Contest, Tenant's Proportionate Share of the actual, out-of-pocket costs and expenses  incurred by Landlord  in instituting  and prosecuting  a Tax Contest hereunder.

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(f)        Landlord's failure to render a Landlord's Statement  with respect to any Lease Year shall not prejudice Landlord's right to render a Landlord's Statement with respect to any Lease Year, provided, however,  that, notwithstanding the foregoing,  Landlord's failure to render a Landlord's Statement  within three (3) years after the end of the applicable  calendar  year or fiscal year, as the case may be, shall be deemed a waiver of Landlord's right to collect any such payment from Tenant for the period in question.  The obligations of Tenant under the provisions of this Article with respect to any additional rent for any Lease Year shall survive the expiration or any sooner termination of the Demised Term   for a period of three (3) years following the later of the scheduled date of expiration of the Term or the date on which Tenant has fully surrendered  and vacated the Demised Premises in the condition  required  under this lease.

(g)       Notwithstanding anything  contained  to the contrary  in this  Paragraph  49,  if any increase in Taxes shall be due to improvements made or performed  by or on behalf of Tenant, such increases shall be paid in full by Tenant each year without apportionment.

50.       Landlord'sFinancing.   At the request of Landlord, Tenant agrees to furnish Landlord with a current financial  statement  prepared  by a certified  public accountant  or any other instrument which may be needed by Landlord for purposes of financing or selling the Real Property.  Notwithstanding the foregoing, in the event the capital stock of Tenant is then traded on a National Exchange  (as defined under Federal securities  law) and Tenant's most recent 10-K (and, if more recent 10-Q)is readily available to the public for review (i.e., via the internet), Landlord shall obtain same from such sources.  If, in connection with obtaining financing for the Real Property, a banking, insurance or other recognized  institutional  lender shall request reasonable modifications in this lease as a condition  to such financing,  Tenant will enter into an agreement  reflecting such modifications provided that such modifications do not increase the obligations  of Tenant hereunder,  diminish  the rights of Tenant hereunder or materially adversely affect the leasehold  interest hereby created.

51.      Use.

(a)        Tenant  covenants  that the Demised  Premises  will not be used so as to adversely interfere with other tenants in the Building.  Tenant also covenants that no noise or noxious fumes or odors will be created by Tenant so as to adversely  interfere with the quiet enjoyment  of the other tenants of their respective demised portions of the Building.  Landlord shall be the sole judge on the question  of noise,  noxious fumes  and odors,  which  judgment  shall  be exercised  reasonably  by Landlord.  Notwithstanding the foregoing,  Landlord acknowledges that the normal and customary operation of a semi-conductor business as currently conducted  shall not be deemed  to adversely interfere with other tenants in the Building or create noise, noxious fumes or odors which adversely interfere with other tenants' quiet enjoyment of their respective demised  portions of the Building.

(b)        Tenant shall provide and maintain, at its expense, the hand-held fire extinguishers that are required to be maintained  in Demised Premises by the governmental  agency having jurisdiction over this matter.

(c)        Tenant shall not obstruct or encumber, or cause to be obstructed or encumbered, the sidewalks,  area ways or other public portions of the Real Property, without limitation,  the parking area,  driveways  and  access  areas  adjacent  to  the  Demised  Premises  and  used  in  conjunction therewith; nor shall Tenant use same nor permit same to be used for any purpose other than ingress and egress to and from the Demised  Premises.   However,  Tenant may use, on an exclusive  basis together  with  Landlord,  the loading  area appurtenant  to the Demised  Premises  for loading  and unloading.   In exercising  Landlord's right to use the aforementioned loading area, Landlord shall provide Tenant with prior notice of such entry (except in the event of an emergency), and shall use commercially reasonable efforts to (i) minimize interference with the conduct of Tenant's business at the Demised  Premises, and (ii) avoid damaging  any of Tenant's property located therein.  Tenant shall not store any materials, goods or other items outside the building or the Demised Premises including,  without limitation,  inventory, furniture or equipment, except that Tenant shall have the right to store equipment  and materials  within the outdoor storage area currently  being utilized  by Tenant at the Real Property, subject to compliance with all applicable laws, codes, ordinances, rules and regulations applicable with respect to such storage.  Notwithstanding anything to the contrary contained in this lease, Landlord agrees that Tenant's employees shall have the right to store bicycles for their personal use either within the Demised Premises or in a bicycle storage area outside of the Building in a location designated by Landlord.

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(d)       Tenant shall, at its own cost and expense, procure all necessary certificates, permits, orders or licenses which may be required for the conduct of its business by any governmental statute, regulation, ordinance or agency and that all governmental requirements relating to the use or uses of the Demised  Premises by the Tenant shall be complied  with by the Tenant at its own cost and expense.

(e)       Tenant  agrees that the value of the Demised Premises and the reputation  of the Landlord will be seriously injured if the Demised Premises are used for any obscene or pornographic purposes or if any obscene or pornographic material is permitted in the Demised Premises.  Tenant further agrees that Tenant will not knowingly or intentionally permit any of these uses by Tenant or a sublessee or assignee of the Demised Premises. This Paragraph shall directly bind any successors in interest to Tenant.  Pornographic material is defined for purposes of this Paragraph as any written or pictorial matter with prurient appeal or any objects or instruments that are primarily concerned with lewd or prurient sexual activity.   Obscene material is defined here as it is in Penal Law Section 235.00.

(f)        Notwithstanding  anything to the contrary contained herein, Landlord shall permit Tenant to (i) install on the roof of the Building in a location mutually acceptable to Landlord and Tenant (it being acknowledged and agreed that, in any event, such location must be directly over the Demised Premises) (the "Approved Roof Area"), equipment to be used in connection with Tenant's business operations at the Demised Premises (the "Equipment");  (ii) use riser and unobstructed, secure shaft space from points of entry in the Building to the Demised Premises, as reasonably designated  by Landlord;  (iii)  use unobstructed,  secure shaft space from  points of entry in the Building to gain access to the Building switch gear and Tenant's uninterrupted power supply; and (iv) access the Approved Roof Area at all times as reasonably necessary for purposes of installing and maintaining the Equipment.   Except in the event of an emergency, with respect to the exercise by Tenant of the rights set forth in this Paragraph 5l(f) and/or the rights set forth in Paragraph 45(a) above, Tenant agrees to provide Landlord with prior written notice of any intended access to the Approved Roof Area and Landlord shall have a reasonable opportunity to arrange for a representative of Landlord to accompany Tenant during any access to the Approved Roof Area. Tenant, at its sole cost and expense, shall be solely responsible for the installation, existence,  maintenance, repair, replacement and removal of the Equipment, unless such maintenance, repair or replacement is necessitated  by the negligence or willful  misconduct of Landlord.   Tenant agrees to keep and maintain the Approved Roof Area affected by the Equipment watertight and free ofleaks, and to the extent Tenant has knowledge (which knowledge may result from written notice received from Landlord), or is reasonably expected to know, that the Approved Roof Area is in need of repair, same shall be undertaken at Tenant's  sole cost and expense.  In no event shall any such installation(s) by Tenant void or in any way diminish any warranty on the roofin favor of Landlord.  At Landlord's election, Tenant shall be required to remove the Equipment at the expiration or sooner termination of this lease and to restore the Approved Roof Area to the condition in which it existed prior to any such access or installation by Tenant.  The parties acknowledge and agree that the Approved Roof Area  and  the  Equipment  are  and  are  intended  to  be  the  same  "Approved  Roof  Area"  and "Equipment" described in the 10,217 SF Lease.

(g)       Landlord covenants that Tenant shall have access to and use of the Demised Premises twenty-four (24) hours per day, seven (7) days per week. In addition, Tenant shall have, at all times, access to all common areas of the Building as may be necessary to insure Tenant has electricity and access to HVAC services at the Demised Premises during such times; provided, however, that Landlord shall have the right, at its option and in its sole discretion, to have a representative of Landlord accompany Tenant during any such period of access to the roof and/or the Building systems.

(h)       Landlord acknowledges and agrees that, during the Term, Landlord shall not seek to change or modify the zoning classification of the Building and/or the certificate of occupancy for the Building in a manner which will materially and adversely affect Tenant's current use of the Demised Premises (as set forth in Paragraph 2 of this lease).

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(i)        Tenant, at its sole cost and expense (but without any additional Rent being payable to Landlord with respect thereto), shall have the right to install a security booth (the "Security Booth") on the first floor of the Building provided (1) the Security Booth shall be in a location to be indicated on Exhibit A-1 attached hereto, (2) the type and location of furniture to be used in the Security Booth shall be subject to Landlord's sole discretion, and (3) any such installation and maintenance of the Security Booth shall be subject to compliance with all applicable laws, ordinances, codes, rules and regulations and otherwise in compliance with the terms and conditions of this Lease, including, without limitation, Article 45 hereof. Landlord shall provide Tenant with specifications for seating of guests in the area adjacent to the Security Booth.  The parties acknowledge and agree that the Security Booth is and is intended to be the same "Security Booth" as described in the Tenant Leases (as hereinafter defined) and in no event shall Tenant be entitled, under the Tenant Leases, to more than the one (1) Security Booth described herein.

52.       End of Term. In the event of any holding over by Tenant after the expiration or termination of this lease without the consent of Landlord, Tenant shall: (i)  pay as use and occupancy for each month of the holdover an amount equal to the greater of (a) the fair market rental value of the Demised Premises for such month (as reasonably determined by Landlord) or (b) one hundred fifty (150%) percent of the Rent payable by Tenant for the month prior to the Expiration Date ofthe term of this lease, and otherwise observe, fulfill and perform all of its obligations under this lease, including, but not limited to, those pertaining to payment of one hundred percent (100%) of the additional rent due hereunder, in accordance with its terms; (ii)  if such holdover lasts longer than sixty (60) days, be liable to Landlord for any payment or rent concession which Landlord may be required to make to any tenant in order to induce such tenant not to terminate an executed lease covering all or any portion of the Demised Premises by reason of the holdover by Tenant; and (iii) if such holdover lasts longer than sixty (60) days, be liable to Landlord for any damages suffered by Landlord (including any reasonable attorneys fees and disbursements) as the result of Tenant's failure to surrender the Demised Premises. Notwithstanding anything contained in this Paragraph to the contrary, the acceptance of any Rent or use and occupancy paid by Tenant pursuant to this Paragraph 52, shall not preclude Landlord from commencing and prosecuting a holdover or eviction action or proceeding or any action or proceeding in the nature thereof.   The provisions of this Paragraph 52 shall be deemed to be an "agreement expressly providing otherwise" within the meaning of Section 232-c of the Real Property Law of the State of  New York and any successor law of like import.  No holding over by Tenant after the Term shall operate to extend the Term.  The holdover, with respect to all or any part of the Demised Premises, of a person deriving an interest in the Demised Premises from or through Tenant, including, but not limited to, an assignee or subtenant, shall be deemed a holdover by Tenant.

53.       Initial Construction.

(a)       Tenant hereby accepts the Demised Premises in its current "as is" condition, except that Tenant, at its sole cost and expense (except as otherwise set forth in Paragraph 53(e) below),  shall cause certain work to be performed at the Demised Premises in order to effect the separation of utilities and services within the Building, which work is sometimes hereinafter collectively referred to as the "Initial Separation Work".  The Initial Separation Work is more particularly described in Tenant's Description Booklet and the Exhibit to the Terms Sheet, both annexed hereto as Exhibit E (the "Initial Separation Work Documents"). The Initial Separation Work shall be performed subject to and in accordance with the applicable terms and conditions of this Paragraph 53.

(b)       Itis further agreed that Tenant, at its sole cost and expense, shall also cause certain work to be performed in and to the interior of the Demised Premises (the "Initial Interior Work"). Tenant prepared or caused to be prepared, to the extent necessary, plans, specifications and, to the extent required, construction documents for the Initial Interior Work in scope, detail and description sufficient for Tenant to obtain the Permits (as hereinafter defined) on the basis thereof (the "Bid Package").   A list of the construction documents is attached hereto as Exhibit F and the Initial Interior Work as depicted in such construction documents is hereby approved by Landlord.  The work set forth in the Bid Package shall (i) be compatible with the base Building plans and systems, (ii) comply with all applicable laws and the rules, regulations, requirements and orders of any and all governmental agencies, departments or bureaus having jurisdiction thereover, (iii) be sufficiently detailed so as to enable contractor bids to be developed thereupon, and (iv) be of a form and content sufficient to enable a building permit to be issued on the basis thereof (to the extent same is required by applicable law given the scope of the Initial Interior Work).  That particular Bid Package that ultimately receives Landlord's approval shall be herein referred to as the "Final Bid Package".  Any changes to the Final Bid Package shall be subject to the prior review and approval of Landlord (which approval shall not be unreasonably withheld or delayed).  Landlord's approval shall not be required under this Paragraph if Landlord's approval is not required under Paragraph 45 hereof for such aspect of the Initial Interior Work.

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(c)        INTENTIONALLY DELETED.

(d)       The provisions of this Paragraph 53(d) shall apply only where Landlord does not elect to perform or control either the Initial Separation Work and/or the Initial Interior Work (collectively, the "Initial Construction"), and thus Tenant engages a reputable, licensed and qualified contractor ("Tenant's Contractor") for the performance of the Initial Construction:

(i)        Tenant agrees that it will not engage or use, nor permit Tenant's Contractor to engage or use, any contractor or subcontractor with respect to the performance of any aspect of the Initial Construction unless and until such time as the subject contractor or subcontractor has been approved by Landlord, such approval not to be unreasonably withheld or delayed.  In no event shall Tenant be permitted to use, and Landlord shall not be required to approve of, any contractor or subcontractor that is, or is an affiliate of, an owner of commercial office properties;

(ii)       Prior to the commencement of the Initial Construction, Tenant shall, to the extent necessary, at Tenant's  expense, (a) with respect to the Initial Interior Work, cause the Final Bid Package to be filed with the appropriate building department, and (b) make application for, and obtain, all governmental and quasi-governmental permits, licenses and authorizations required for the performance of the Initial Construction (collectively, "Permits");

(iii)      Prior to the commencement of the Initial Construction, Tenant shall furnish Landlord with (a) appropriate evidence that Tenant's Contractor and all contractors and subcontractors  maintain all liability insurance coverage reasonably required by Landlord (listing Landlord and Landlord's designees as additional insureds, as their interests may appear), (b) appropriate evidence that Tenant's Contractor and all contractors and subcontractors have procured a workmen's compensation insurance policy (in compliance with the laws of the State of New  York) covering the activities of all persons performing work at the entire Demised Premises, and (c) copies of all Permits;

(iv)      Tenant shall ensure that the Initial Construction shall (a) be performed in a good and workmanlike manner, (b) in the case of the Initial Separation Work, be performed substantially  in accordance  with the Initial Separation Documents and in the case of the Initial Interior Work,  be performed substantially in accordance with the Final Bid Package, and (c) at all times comply with all applicable laws, codes, rules, regulations, orders, requirements and conditions of all governmental and quasi-governmental agencies, departments and bureaus having jurisdiction over the Building or the Initial Construction and all applicable rules and regulations of the Landlord; and

(v)       Upon completion of the Initial Construction, Tenant shall obtain and deliver to Landlord (A) all certificates of occupancy, if required for the Initial Interior Work, (B) paid receipts from all parties supplying labor or materials with respect to any portion of the Initial Construction, collectively evidencing payment in full for the performance of the Initial Construction; (C) waivers of mechanics' liens from all contractors, subcontractors, and other professionals used in the performance of the Initial Construction; and (D) in the case of the Initial Interior Work, a signed certificate by Tenant's  architect, certifying that the Initial Interior Work has been completed in accordance with the Final Bid Package.

(e)       Notwithstanding  anything  to the contrary contained  in this Paragraph,  provided Tenant is not in default under this lease beyond applicable notice and grace periods provided herein for the cure thereof,, Landlord shall contribute fifty percent (50%) of the total charges for the Initial Separation Work, up to a maximum contribution of $75,000.00 (the "Allowance").   If Tenant engages Tenant's Contractor to perform the Initial Construction, Landlord shall pay the Allowance to Tenant within thirty (30) days of Tenant's  presentation of a final bill and/or invoice with respect to the Initial Separation Work, together with the deliverables required pursuant to Paragraph 53(d)(v). If Landlord is the party performing or controlling the Initial Separation Work, Tenant shall pay its fifty percent (50%) portion of the total charges for the Initial Separation Work within thirty (30) days of Landlord's  presentation of a bill and/or invoice with respect thereto

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(f)        If  and  to  the  extent   necessary  to  accommodate   performance   of  the  Initial Construction, Tenant shall have the responsibility for, and bear the expense of, moving Tenant's personnel and personal property in and about the Demised Premises (including, without limitation, any necessary disconnection, relocation and re-connection of data and telecommunications wiring and equipment). Tenant stipulates, acknowledges and agrees that the Initial Construction will not have been commenced or completed by the Commencement Date; that, as such, the Initial Construction may be performed during a period while Tenant remains in use and occupancy of the Demised Premises, during regular business hours; that Landlord shall not be liable for any inconvenience to Tenant or for interference with Tenant's  business or use of the Demised Premises or any portion thereof during the performance of the Initial Construction; and that the timing of performance and completion of the Initial Construction shall have no impact upon the timing of the Commencement Date or the obligation of Tenant to pay Rent and additional rent under this lease. Notwithstanding  the foregoing, in the event the Initial Construction  is performed by Landlord's contractor, then during the performance of the Initial Construction, Landlord agrees to use commercially reasonable efforts to minimize interference with the conduct of Tenant's  business at the Demised Premises.

54.       Assignment/Subletting.

(a)        Subject to the provisions of Paragraph 54(h), below, Tenant covenants that it shall not assign this lease nor sublet the Demised Premises or any part thereof without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed.   Tenant may assign this lease or sublet the Demised Premises with Landlord's  written consent provided:

(i)        That such assignment or sublease is for a use which is in compliance with the terms of this lease, the then existing zoning regulations and the Certificate of Occupancy;

(ii)       That at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part which has not been cured prior to the expiration of all applicable grace periods;

(iii)     That in the event of an assignment, the assignee assumes in writing the performance of all of the terms and obligations to be performed by Tenant under this lease from and after the date of such assignment;

(iv)     That  a duplicate  original of said assignment  or sublease  be delivered  to Landlord at the address herein set forth within twenty (20) days from the said assignment or sublease and within one hundred twenty (120) days of the date that Tenant first provides Landlord with the information required under Paragraph 54(f) below;

(v)       That, in the event Tenant shall request Landlord's consent to a proposed assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to Landlord the reasonable attorney fees and disbursements incurred by Landlord in processing such request, which fees and disbursements shall not exceed $1,500.00 in any one instance;

(vi)      Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of all of the terms and conditions of this lease;

(vii)     If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved;

(b)        (i)       Notwithstanding anything contained in this Paragraph 54 to the contrary, no assignment of this lease (other than an assignment of the nature addressed in Paragraph 54(h) of this lease) or subletting of the entire Demised Premises shall be made by Tenant in any event until Tenant has offered (a "Total  Recapture Offer") to terminate  this lease and surrender  and vacate the entire Demised Premises as of an Effective Recapture Date.  An "Effective  Recapture Date" shall be a date selected by Tenant, provided that such date must be the last day of a calendar month during the Term and must be a date no later than the date that was scheduled as the effective date of such proposed assignment  or the commencement date of such proposed sublease.

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(ii)       Also notwithstanding anything to the contrary contained in this Paragraph 54, no subletting  of any portion of the Demised  Premises (such portion being hereinafter referred to as the "Recapture Space")  shall be made by Tenant in any event until Tenant has offered (a "Partial Recapture Offer") to terminate this lease (as it relates to the Recapture Space only) and surrender and vacate the entire Recapture  Space as of an Effective Recapture Date.  If Landlord accepts a Partial Recapture Offer, Landlord and Tenant shall enter into an amendment  of this lease, whereby (a) the Demised Premises is redefined so as to exclude therefrom the subject Recapture Space, (b) Landlord, at Landlord's expense,  will perform all construction  work necessary and appropriate  to separately demised the Recapture Space from the balance of the Demised Premises in accordance with all legal requirements,  and (c) all other  provisions  of this lease  that are contingent  upon the size of the Demised  Premises  (e.g., Tenant's Proportionate Share; Rent; number of parking spaces allotted to Tenant)  are proportionately reduced  (on the basis of the reduced  rentable  square  footage  of the Demised Premises).   Itis agreed that the recapture right set forth in this Paragraph 54(b)(ii) shall not apply in connection with a Minor Sublease (as hereinafter defined).  The term "Minor Sublease",  as used herein, shall mean (1) any proposed sublease which, when considered  together with all other subleases that will be in effect on the commencement of such proposed sublease will result in less than twenty-five  (25%)  percent of the Demised  Premises  being occupied  by subtenants,  (2) any proposed  sublease  for a term of seven (7) years or less, and (3) a sublease the term of which will expire at least twelve (12) months prior to the expiration  of the term of this lease.

(iii)      Simultaneously with any such offer to terminate this lease (whether in whole or in part), Tenant shall advise the Landlord,  in writing, of the name and address of the proposed assignee or subtenant, a reasonably detailed statement of the proposed subtenant/assignee's business, reasonably detailed financial references, and all the terms, covenants, and conditions of the proposed sublease or assignment.

(c)       Unless otherwise consented to by Landlord (which consent shall not be unreasonably withheld,  conditioned  or delayed),  in writing, in no event shall Tenant  have the right to sublease more than fifty (50%) percent of the aggregate of the space leased to Tenant under the Tenant Leases (as defined herein). The restriction contained in this Paragraph 54(c) shall not apply to transactions set forth in Paragraph 54(h), below.

(d)       Tenant shall not mortgage,  pledge, hypothecate  or otherwise  encumber  its interest under this lease without Landlord's prior written consent.

(e)       Without  affecting  any of its other obligations under this  lease,  Tenant  will  pay Landlord as additional rent fifty (50%) percent of any sums or other economic consideration, which (i) are actually received  by Tenant as a result of a subletting  whether or not referred to as rentals under the sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection  with the subletting  in question);  and (ii) exceed  in total the sums  which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease), it being the express intention of the parties that Landlord and Tenant shall share equally in any profit by reason of such sublease.  Tenant will not amend the sublease in such a way as to reduce or delay payment of amounts which are provided in the sublease approved by Landlord.  Any amendment  or modification of an assignment  or sublease shall be deemed to be a new assignment  or sublease and shall require the prior written consent of Landlord.

(f)        Landlord agrees that it shall not unreasonably withhold its consent to a subletting or assignment  in accordance with the terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation  of the proposed subtenant or assignee, the specific  nature of the proposed  subtenant's  or assignee's  business and whether same is in keeping with other tenancies in the Building;  the financial standing of the proposed subtenant or assignee;

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and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building in a five (5) mile radius of the Building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating, or has negotiated in the preceding six (6) months, a lease or if, at the time of Tenant's request, Tenant is in default, beyond applicable grace and notice periods, of any of the terms, covenants and conditions of this lease to be performed by Tenant.  At least thirty (30) days prior to any proposed subletting or assignment, Tenant shall submit to Landlord a written notice of the proposed subletting or assignment, which notice shall contain or be accompanied by the following information:  (i) the name and address of the proposed subtenant or assignee; (ii) the nature and character of the business of the proposed subtenant or assignee and its proposed use of the premises to be demised; (iii)  the most recent two (2) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease.

(g)       The listing of an assignee's or subtenant's  name on the door or Building directory shall not be deemed Landlord's consent hereunder.

(h)       Notwithstanding anything contained in this Paragraph 54 to the contrary, Tenant may assign this lease or sublet all or a portion of the Demised Premises without Landlord's consent but upon prior written notice to Landlord (each, a "Permitted Transferee") (i) to an Affiliate (as defined herein) of Tenant; or (ii) in connection with transactions with an entity into or with which Tenant is merged or consolidated or to a person or entity to which all or substantially all of Tenant's assets, and/or stock, partnership or membership interests are sold or otherwise transferred, provided that such merger, consolidation, transfer or sale of assets, stock or interests is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby and/or avoiding the requirements of this Paragraph 54, and provided further, that in any of such events described in items (i) or (ii) above, the use of the Demised Premises shall remain unchanged. The provisions of Paragraph 54(b) above shall not apply to assignments or sublets to a Permitted Transferee. For the purposes of this lease: (x) the term "Affiliate" shall mean any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity, and a corporation or other entity which provides financial, investment or insurance services and products to Tenant's members as part of Tenant's regular business regardless of control; and (y) "Control" (and with correlative meaning, "controlled by" and "under common control with") shall mean ownership or voting control of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.

55.       Parking. The parking areas available for the use of the Tenant herein and the other tenants of the Building of which the Demised Premises form a part are to be used by  Tenant, its servants, employees, agents, business invitees and patrons on a first come first served basis, subject to the rules and regulations of Landlord.  However, Tenant shall be permitted to use under all of the Tenant Leases (as hereinafter defined) three hundred twenty-five (325) parking spaces, in the area as shown on the parking plan attached hereto as Exhibit .  For purposes of this lease, the term "Tenant Leases" shall mean and refer to: (i) this lease, (ii) that certain Lease Agreement dated March 13, 2012, between Landlord and Tenant for the lease of 10,217 rentable square feet at the Building (the "I 0,217 SF Lease"), and (iii) that certain Master Lease Agreement dated March 13, 2012, between Landlord and Tenant for the lease of 77,744 rentable square feet at the Building (the "Master Lease"). Itis also understood and agreed that Landlord shall have the right at any time to modifY or alter the parking layout and traffic pattern in the parking areas and to diminish the available parking areas so long as such modifications or diminutions do not affect Tenant's right to use three hundred twenty-five (325) parking spaces at the Real Property, without any liability to Tenant or any diminution or abatement of rent or additional rent.

56.       CleaningandRubbishRemoval.

(a)       All cleaning and janitorial work at the Demised Premises shall be done by Tenant at the sole cost and expense of Tenant.  Tenant shall provide for its own trash, rubbish and garbage removal at its own expense and all rubbish, trash and garbage shall be kept at the Demised Premises subject to the rules and regulations of the appropriate municipal authorities having jurisdiction thereof, and shall at all times be kept in closed dumpsters to be provided by Tenant at its sole cost

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and expense in locations determined by Landlord and reasonably acceptable to Tenant.  The parties hereto acknowledge and agree that, with respect to the existing trash compactor in the bay of the Building, Landlord may, at its option, either (i) elect to share such existing trash compactor with Tenant (in which event Landlord shall maintain and Tenant shall be required to pay Tenant's Proportionate Share of the cost and expense of such existing trash compactor as part of Landlord's Cost [as defined in Paragraph 47 above]), or (ii) elect to forego use of and access to the existing trash compactor (in which event Tenant shall have the sole right to use and access same and shall be required to pay for all of the costs and expenses incurred in connection with such existing trash compactor).    In the event  Landlord  elects to share the use of the existing  trash compactor,  as provided above, Landlord's cleaning company shall have access to such trash compactor during non­ business hours only, and such company shall be bonded.

(b)       Tenant  shall  pay  directly  to  the  applicable  governmental  municipalities  or  to Landlord, as the case may be, any waste generation fee(s) (including any service charges imposed in connection therewith) which are charged by such governmental municipalities in connection with Tenant's use of Tenant's designated dumpster at the Building (collectively, the "Waste Generation Fees").  Within thirty (30) days of Tenant's receipt of official receipts stamped paid by the applicable governmental authorities, Tenant shall provide Landlord with copies of such receipts or other proof satisfactory to Landlord evidencing such payment. If Tenant fails to pay the Waste Generation Fees when due, Landlord may, but is not obligated to, pay such Waste Generation Fees and all such Waste Generation Fees paid by Landlord, plus any and all reasonable, out-of-pocket additional costs and expenses incurred by Landlord in connection therewith, including reasonable attorney's fees, shall be deemed  additional  rent and shall  be payable  by Tenant  within  thirty (30)  days after demand. Tenant's payment of the Waste Generation  Fees shall be in addition  to (and not in lieu of) any amounts which Tenant may pay in connection with its removal of trash, rubbish and garbage from its Demised Premises.

57.      Hazardous Materials.  Except as otherwise provided herein, Tenant shall keep or cause the Demised Premises to be kept free of Hazardous Materials (hereinafter defined). Without limiting the foregoing, Tenant shall not cause or permit the Demised Premises to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials in contravention to, or in amounts greater than permitted by, applicable law, nor shall Tenant cause or permit, as a result of any intentional or unintentional act or omission on the part of  Tenant or any person or entity claiming through or under Tenant or any of their employees, contractors, agents, visitors or licensees (collectively, "Related Parties"), a release of Hazardous Materials onto the Demised Premises or onto any other property. Tenant shall comply with andensure compliance by all Related Parties with all applicable Federal, State and Local laws, ordinances, rules and regulations, whenever and by whomever triggered (including, without limitation, any regular testing regimes required by law; which testing, Landlord shall have the option to perform at Tenant's sole cost and expense), and shall obtain and comply with, and ensure that all Related Parties obtain and comply with, any and all approvals, registrations or permits required thereunder. Tenant shall (i) conduct and complete all investigations, studies, samplings, and testing, and all remedial removal and other actions necessary to clean up and remove such Hazardous Materials, on, from, or affecting the Demised Premises which were introduced by Tenant or Related Parties (a) in accordance with all applicable Federal, State and Local laws, ordinances, rules, regulations, policies, orders and directives, and (b) to the reasonable satisfaction of Landlord, and (ii) defend, indemnify, and hold harmless Landlord, its employees, agents, officers, members, partners, principals and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way related to, (a) the presence, disposal, release, or threatened release of such Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals, or otherwise through or on account of Tenant or Related Parties; (b) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials through or on account of Tenant or Related Parties; (c) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials through or on account of Tenant or Related Parties; and/or (d) any violation of laws, orders, regulations, requirements, or demands of government authorities, or any policies or requirements of Landlord, which are based upon or in any way related to such Hazardous Materials through or on account of Tenant or Related Parties, including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses.

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Tenant shall immediately notify Landlord in writing of any actual or threatened release of any Hazardous Materials on, in or about the Demised Premises, including notification to Landlord if Tenant receives any notice or requests for inspection or information from any Federal, State or local official or agency which pertains to Hazardous Materials. Copies of all reports, notices, correspondence, and other documents received from or submitted to governmental authorities, and of all technical data, test results, expert opinions and other materials generated in connection with the contamination or other response or remedial activities, shall be provided to all parties to this lease. In the event this lease is terminated, or Tenant is dispossessed, Tenant shall deliver the Demised Premises to Landlord free of any and all Hazardous Materials so that the conditions of the Demised Premises shall conform with all applicable Federal, State and Local laws, ordinances, rules or regulations affecting the Demised Premises. In the event that Landlord has a good faith belief that there has been a release of Hazardous Materials for which Tenant is responsible hereunder, Landlord shall have the right to engage an environmental engineering or consulting firm to conduct an inspection of the Real Property and Demised Premises at Tenant's sole cost and expense. Tenant shall reimburse Landlord for the reasonable cost of any such inspection as well as the actual, out-of-pocket cost of any clean-up and testing performed pursuant thereto with respect to Hazardous Materials for which Tenant is responsible hereunder. For purposes of this paragraph, "Hazardous Materials" includes, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 9601, et seq.), and in the regulations adopted and publications promulgated pursuant thereto, or any other Federal, State or Local environmental law, ordinance, rule, or regulation. Tenant specifically acknowledges and agrees that it shall be and remain responsible for any Hazardous Materials existing at the Demised Premises as of the date hereof, as more particularly described in that certain Phase I Environmental Site Assessment prepared by Parsons Brinckerhoff, Inc., dated September 7, 2011, and in that certain Stormwater Drywell Investigation and Sampling Report prepared by Cashin Technical Services, Inc., dated October 21, 2011. In no event shall Tenant be responsible or liable for Hazardous Materials introduced to the Demised Premises by Landlord, Landlord's agents or contractors or any other tenants or occupants of any part of the Real Property (other than an assignee or subtenant ofTenant). Notwithstanding anything to the contrary contained herein, Tenant may, in the normal and customary operation of its business, maintain and use in the Demised Premises certain commercially reasonable amounts of the chemicals and other substances set forth on Exhibit "C" of this lease, as same may be updated from time to time by Tenant (with any such updates being subject to Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed), provided that (i) such materials and other substances are used and stored in compliance with all applicable laws, and (ii) the indemnification obligations of Tenant set forth in this Paragraph 57 shall apply with full force and effect thereto. Tenant's obligations under this Paragraph 57 shall survive the expiration or earlier termination of the term of this lease.

58.       Default.

(a)       In addition to the rights and remedies set forth in Paragraphs 17 and 18 hereof, Landlord shall have the right to cancel this lease in the manner therein provided in the event that (i) Tenant shall have failed to pay any installment of Rent provided herein within five (5) business days after written notice and demand for payment thereof or (ii) shall have defaulted in payment of additional rent set forth herein for a period of five (5) business days after written notice and demand for payment of same, or (iii) Tenant has not, within three (3) days of notice from Landlord, commenced and diligently prosecuted the cure of a default, the continuation of which, is a threat to the safety or welfare of the Building occupants or public, or (iv) there is a default beyond the expiration of applicable notice and cure periods, under the 10,217 SF Lease and/or the Master Lease.

(b)       In any case in which the Rent or additional rent is not paid within ten (10) days of the day when same is due, Tenant shall pay a late charge equal to 5 cents ($0.05) for each dollar so due. Tenant further agrees that the late charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent by Tenant. Tenant further agrees that the late charge assessed pursuant to this lease is not interest, and the late charge does not create a borrower/lender or borrower/creditor relationship between Landlord and Tenant.  The demand and collection of the aforesaid late charges shall in no way be deemed a waiver of any and all remedies that the Landlord may have under the terms of this lease by summary proceedings or otherwise in the event of a default in payment of rent or additional rent.

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(c)        In the event that Landlord shall bring any proceeding against Tenant for recovery of money damages, or for possession of the Demised Premises by reason of nonpayment of Rent or additional rent, and Landlord shall incur costs and expenses by reason thereof or by reason of such monetary default, such charges, including reasonable legal fees, shall be due and payable from Tenant as additional rent and shall become immediately due and payable upon the incurrence of same. This provision shall expressly apply following the expiration or early termination of this lease where the Tenant, subtenant or assignee continues in possession of the Demised Premises.

(d)       [Intentionally Omitted].

(e)       At any time after this lease is terminated or the Term shall have expired and come to an end or Landlord shall have re-entered upon the Demised Premises, as the case may be, whether or not  Landlord  shall  have  collected  any monthly  deficiencies  pursuant  to  Paragraph  18 of the preprinted portion of this lease, Landlord, at its sole discretion, shall be entitled to recover from Tenant, and Tenant shall  pay to Landlord, on demand,  as and for liquidated  and agreed final damages, a sum equal to the amount by which the Rent and additional rent reserved in this lease for the period which otherwise would have constituted the unexpired portion of the Term exceeds the then fair and reasonable rental value of the Demised Premises for the same period, both discounted to present worth at the rate of five (5%) per cent per annum.  If, before presentation of proof of such liquidated damages to any court, commission, or tribunal, the Demised Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Demised Term, or any part thereof, the amount of Rent and additional rent reserved upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Demised Premises so relet during the term of the reletting.

(f)        Nothing contained  in this lease shall be construed  as limiting  or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of the Tenant.

(g)       The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to which Landlord may lawfully be entitled, and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for.

59.       Insurance.

(a)       Tenant shall obtain and keep in full force and effect during the Term, at its own cost and expense, (i) Commercial General Liability Insurance, on an occurrence basis, such insurance to afford protection in an amount of not less than One Million ($1,000,000) Dollars coverage for bodily injury, death and property damage arising out of any one occurrence and Two Million ($2,000,000) Dollars in the aggregate (such limit to apply on a "per location basis"), protecting Tenant as the insured and Landlord and its construction affiliate and management company, as well as any other parties whose names have been provided by Landlord to Tenant from time to time, as additional insureds (in a blanket endorsement form reasonably satisfactory to Landlord in its reasonable discretion) against any and all claims for personal injury, death or property damage, such insurance to provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord or any other party named as an additional insured; Such insurance shall include coverage for a blanket contractual liability and shall also include Products/Completed Operations (ii) "All Risk" Property Insurance on Tenant's property including improvements and betterments made by or on the behalf of Tenant, (and including, without limitation, Business Interruption coverage providing for the payment of all rent and additional rent payable under this lease for a period of twelve (12) months including "Extra Expense" and Equipment Breakdown Insurance) insuring Tenant's  property and equipment for full 100% replacement cost value thereof; (iii) Workers Compensation Coverage and Employers Liability Coverage as required by law; (iv) New York DBL Coverage, as required by law; (v) Business Automobile Coverage in an amount of not less than One Million ($1,000,000) Dollars combined single limit per accident for bodily injury or property damage

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(which policy form shall include coverage for "Any Auto" which includes autos owned, hired and non-owned); (vi) Umbrella Liability Coverage with limits of liability of not less than Five Million ($5,000,000) Dollars per occurrence and in the aggregate per location; and (vii) any other insurance required by law.  All deductibles shall be paid by Tenant and shall not exceed $50,000.00.  None of Tenant's insurance policies may provide for a self-insured retention. Landlord may require Tenant to increase the limits of the liability coverage described in (i) above, from time to time (but in no event prior to the sixth Lease Year), to that amount of insurance which in Landlord's reasonable judgment is then being customarily required by landlords for similar space in buildings in the municipality in which the Building is located.

(b)       All insurance required to be carried by Tenant pursuant to the terms of this lease shall be written in form and substance reasonably satisfactory to Landlord by a good and solvent insurance company of recognized standing, admitted to do business in the State of New York, which shall be reasonably satisfactory to Landlord and shall be rated in Best's  Insurance Guide or any successor thereto as having a Best's  Rating of not less than "A" and a "Financial Size Category" of not less than "X", or if such ratings are not then in effect, the generally accepted equivalent thereof or such other financial rating as Landlord may at any time consider reasonably appropriate.   Tenant shall procure, maintain and place such insurance and pay all premiums and charges therefor and upon failure to do so Landlord, after reasonable written notice to Tenant, may, but shall not be obligated to, procure, maintain and place such insurance or make such payments, and in such event the Tenant agrees to pay the amount thereof, plus interest at the maximum rate permitted by law, to Landlord on demand and said sum shall be in each instance collectible as additional rent on the first day of the month following the date of payment by Landlord.  Tenant shall cause to be included in all such insurance policies a provision to the effect that no material change in coverage shall be made thereto unless Landlord shall have received at least thirty (30) days prior written notice thereof by certified mail, return receipt requested.  Appropriate certificates (on the forms currently designated "Acord Form 28" for property insurance and "Acord Form 25" for liability insurance, or their equivalent) shall be deposited with Landlord on or prior to the commencement of the Term hereof.  Within ten (10) days after Landlord's  written request, Tenant shall provide Landlord with certified copies of its applicable insurance policies;  provided,  however that  Tenant  may  redact  any  confidential information contained therein prior to delivering such certified copies to Landlord.  Any renewals, replacements  or endorsements  thereto shall also be deposited with Landlord to the end that said insurance shall be in full force and effect during the Term.

(c)       Tenant shall cause each insurance policy carried by it and insuring its fixtures and contents,  or the ,betterments and improvements  made by Tenant, against loss by fire and other hazards to be written in a manner so as to provide that the insurer waives all right of recovery by way of subrogation against Landlord in connection with any loss or damage covered by any such policy or policies.  Landlord shall not be liable to the Tenant for any loss or damage caused by fire or other hazards.

(d)       Landlord  will cause each insurance  policy carried  by Landlord  and insuring the Building and Demised Premises against Joss by fire and other hazards to be written in such a manner so as to provide that the insurer waives all right of recovery by way of subrogation against Tenant in connection with any loss or damage covered by such policy or policies. Tenant shall not be liable to Landlord for any loss or damage caused by fire or other hazard.

(e)        If Tenant shall at any time fail to maintain insurance as, and to the extent, required hereunder, Tenant hereby releases Landlord from all loss or damage which could have been covered by such  insurance  if Tenant  had  maintained  such  insurance,  including  the  deductible  and/or uninsured portion thereof.  In no event, however, shall the foregoing clause increase the liability Landlord may otherwise have under this lease for such loss or damage.  If  Landlord shall at any time fail to maintain insurance as, and to the extent, required hereunder, Landlord hereby releases Tenant from  all  loss or  damage  which  could  have  been  covered  by such  insurance  if  Landlord  had maintained such insurance, including the deductible and/or uninsured port thereof.   In no event, however, shall the foregoing clause increase the liability Tenant may otherwise have under this lease for such loss or damage.

(f)         [Intentionally Omitted].

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(g)        Throughout the term of this lease, Landlord shall maintain (i) commercial general liability insurance coverage on an occurrence basis, including contractual liability, insuring against Landlord's  liability arising out of bodily injury, death or property damage with respect to the Real Property,    the  Building  and  any common  areas  in an amount  of  not  less  than  One  Million $1,000,000.00) Dollars and Two Million ($2,000,000.00) Dollars in the aggregate, and (ii) "all risk" property insurance coverage on the Real Property, the Building and Landlord's equipment for the full 100% replacement cost value thereof.  Tenant shall reimburse Landlord, as additional rent (the "Insurance Cost"), for Tenant's Proportionate Share of all premiums for insurance carried by Landlord on or with respect to the Building and the Real Property (including, without limitation, Landlord's All-risk property insurance upon the Building and Real Property, as well as environmental, Commercial General Liability and Umbrella/Excess Liability); provided, however that the Insurance Cost shall in no event include costs for Landlord's Auto Liability and workman's compensation insurance.

60.      Broker.  Landlord and Tenant each represents to the other that this lease was not brought about by any broker and that all negotiations with respect to this lease were conducted exclusively between Landlord and Tenant.  Each party (the "Indemnifying Party") agrees that if any claim is made for commissions by any broker claiming to have worked on behalf of the Indemnifying Party with respect to this lease, the Indemnifying Party will indemnify, defend and hold the other party free and harmless from any and all liabilities and expenses in connection therewith, including the other party's reasonable attorney's fees.  Notwithstanding anything to the contrary contained in this Paragraph 60, the parties each acknowledge their dealings with CB Richard Ellis, Inc. ("CBRE") in connection with the sale-leaseback transaction of which this lease is a part, and Tenant represents that any and all commissions due CBRE in connection with the sale-leaseback are being paid by Tenant.

61.      ConditionsofLandlord'sLiability.  Landlord and Landlord's agents and employees shall not be liable for, and Tenant waives all claims for, loss or damage to Tenant's  business or damage to person or property sustained by Tenant resulting from any accident or occurrence (unless caused by or resulting from the negligence or willful misconduct of Landlord, its agents, servants or employees other than accidents or occurrences against which Tenant is insured and except to the extent Tenant is contributorily negligent) in or upon the Demised Premises or the Building, including, but not limited to, claims for damage resulting from: (i) any equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind; (iii) any defect in or failure of plumbing, heating or air conditioning equipment, electric wiring or installation thereof, gas, water, or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe or tank in, upon or about the Building or the Demised Premises; (vii) the escape of steam or hot water; (viii) water, snow or ice being upon or coming through the roof, skylight, trapdoor, stairs, doorways, show windows, walks or any other place upon or near the Building or the Demised Premises or otherwise; (ix) the falling of any fixture, plaster, tile or stucco; and (x) any act, omission or negligence of other tenants, licensees or of any other persons or occupants of the Building or of adjoining or contiguous buildings or of owners of adjacent or contiguous  property.  Whenever Tenant shall claim under this lease that Landlord has unreasonably withheld or delayed its consent to some request of Tenant for which Landlord is specifically obligated to be reasonable under this lease, Tenant shall have no claim for damages by reason of such alleged withholding or delay, and Tenant's sole remedy thereof shall be a right to obtain specific performance or injunction but in no event with recovery of damages.

62.      Cafeteria.  The parties acknowledge that a food service is or shall be provided in the lower level of the Building.   The parties further acknowledge that, although the existing food service facility in the Building will be in place at the Commencement Date, shortly thereafter Landlord will be relocating  the  food service  facility to the lower level of the Building (the "Food  Service Relocation").  Landlord estimates that the Food Service Relocation will take approximately six (6) weeks (which time period may be further extended as a result of delays in Landlord obtaining all required  governmental  and/or  municipal  inspections,  approvals,  authorizations  or  consents, including, without limitation, any required inspections by and authorizations from the Department of Health, although Landlord agrees to use reasonable diligent in obtaining same), during which period there will be no food service facility in the Building.  Notwithstanding the foregoing, Landlord agrees that during the Food Service Relocation, it will arrange for limited food service to be available at the Building  (i.e., prepared foods,  such as sandwiches and beverages sold by food  service personnel, not served from a vending machine).  Once the Food Service Relocation is completed, Landlord agrees that the service provided in the food service facility shall be similar in quality to that which is offered in similar Class "A" office buildings. For so much of the Term as such food service is provided in the Building, Tenant shall be permitted to invite its principals and employees to use same for the purchase and consumption of food and beverages offered for sale. Tenant shall pay or reimburse Landlord, on a monthly basis, for Tenant's Proportionate Share of any subsidy provided by Landlord to the food service operator, but in no event shall Tenant's  Proportionate Share of the subsidy exceed $15,000.00 per annum. Tenant shall also have the right to use the food service area from time to time and at any time after 3:00p.m  on weekdays for the hosting of business events or functions so long as (a) Tenant provides

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Landlord with reasonable prior notice of the date, time and nature of such events or functions, (b) Tenant reimburses Landlord, on demand, for any additional cost or expense actually incurred by Landlord in connection with such events or functions (e.g., security services, cleaning services, etc.), and (c) Tenant enters into such agreements for such use of the food service area as Landlord and the food service provider may reasonably request. The use of the food service shall be subject to the reasonable rules and regulations of Landlord and/or the operator of the food service now or hereafter imposed.  Notwithstanding anything to the contrary contained in this Paragraph, if the food service opens for business and subsequently closes, either temporarily or permanently, there shall be no abatement or diminution of Rent and Tenant shall in no event be relieved from any of its obligations under this lease, except that Tenant shall not be required to pay Tenant's  Proportionate Share of the food service subsidy for the period in which the food service is not operational. Further, in the event there is no food service in the Building for thirty (30) or more consecutive days, Landlord shall provide Tenant with a revocable license to use the food service area so that Tenant can provide its own licensed and reputable food service operator for the purpose of providing food service in the lower level of the Building.

63.      FitnessFacility. The parties acknowledge that a fitness facility is or shall be provided in the lower level of the Building, containing approximately 3,000 rentable square feet, in or about the location shown on Exhibit "D" annexed hereto and made a part hereof. For so much of the Term as such fitness facility is provided in the Building, Tenant's principals and employees may use same at a cost of $100 per year per member (which amount is subject to reasonable increases from time to time during the Term).  Landlord agrees to maintain the fitness facility in good condition and Landlord shall be responsible, at its sole cost and expense, for the maintenance, repair and replacement of the fitness facility and equipment located therein. The use of the fitness facility shall be subject to the reasonable rules and regulations of Landlord now or hereafter imposed.  Notwithstanding anything contained herein to the contrary, if the fitness facility closes, either temporarily or permanently, there shall be no abatement or diminution of Rent and Tenant shall in no event be relieved from any of its obligations under this lease.

64.       Miscellaneous.

(a)       This lease shall not be recorded.  No memorandum of this lease shall be recorded without the express written consent of Landlord.

(b)       The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any of the other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof.

(c)       There are no oral agreements between the parties hereto affecting this lease and this lease supersedes and cancels any and all previous representations, negotiations, arrangements and understandings, if any, between the parties hereto with respect to the subject matter hereof, and shall not be used to interpret or construe this lease.

(d)       Wherever in this lease there is any conflict between the provisions of any of the preprinted portions of the lease and the non-preprinted portions of the lease (e.g. typewritten or handwritten changes to the pre-printed form and the provisions of this rider), the non-preprinted provisions shall be deemed to supersede the preprinted provisions.

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(e)       Any references in the printed portions of this lease to the City of  New York and the Administrative Code of the City of  New York are deemed deleted, and where applicable the town in which the Demised Premises is located and other local governmental authorities and their ordinances shall be substituted in lieu thereof.

(f)        This lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this  lease or any obligations  under this lease, unless  such  agreement  is set forth  in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought.

(g)       The mailing or delivery of a lease by the Landlord to a possible Tenant, its agent or attorney, shall not be deemed an offer nor shall any obligation or liability be created on the part of Landlord until such time as a lease, duly executed by the Landlord, is delivered to such possible Tenant, its agent or attorney.

(h)       Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of(i)  any accident in or about the Demised Premises, (ii) all fires and other casualties within the Demised Premises, (iii) all damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building's sanitary, electrical, heating, ventilating, air conditioning, elevator and other systems located in or passing through the Demised Premises or any part thereof.

(i)        In the event Standard Microsystems Corporation is no longer the "Tenant" under this lease, Landlord  hereby reserves  the right, in its sole discretion,  to require  that such successor "Tenant" deposit a security deposit (in an amount to be determined by Landlord, in its reasonable discretion) and, in such event, Paragraph 32 of the preprinted portion of this lease shall be re-inserted into the Lease.  Additionally,  in the event that Landlord holds such security deposit in an interest bearing account, Landlord may retain a portion of the interest earned thereon equal to one (1%) per annum of such deposit as an administrative fee.

(j)       In the event Landlord is not an individual, Landlord represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so.  In the event that Tenant is not an individual, Tenant represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so.

(k)       Tenant hereby acknowledges that Landlord makes no representations as to the compatibility of the Building systems with Tenant's equipment.

(l)       Tenant shall indemnify, hold harmless and defend Landlord, its affiliates, managing agents, construction company, subsidiaries, directors, officers, employees  and agents from and against any and all liabilities, claims, demands, damages, costs, expenses (including reasonable attorneys' fees) suits, judgments whether actual or alleged, including such for bodily injury or wrongful death to any person (including tenant employees and invitees) and property damage to any property, arising out of or in connection with the operations or business of the Tenant at the demised premises or real property (including, without limitation, the installation,  existence, maintenance, repair, replacement and removal of the Equipment); the acts or omissions of the Tenant, its sub­ tenants,  its employees,  invitees, contractors  or agents; or any breach of this lease or improper conduct. Upon notification by the Landlord of an indemnifiable event, Tenant at its own expense shall arrange for Landlord's defense (at Landlord's option) and confirm indemnification. Tenant will still be responsible  to fulfill  its obligations  under this Article  in the event Tenant or Tenant's insurance company does not accept a tender of claim by the Landlord. These indemnification provisions are to continue after lease expiration  and are not limited by the amount of available insurance in place.  Tenant agrees not to settle any claims pursuant to this indemnity without Landlord's  prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

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(m)       Landlord shall indemnify and save harmless Tenant, its affiliates, managing agents, directors, officers, employees and agents from and against all liability, claims, demands, damages, costs, expenses (including reasonable legal fees),  suits and judgments arising from any injury or death to persons or any damage to the property of third parties sustained in the common areas of the Building or which arise out of construction or work performed by Landlord or its construction affiliate in an about the Building and/or Demised Premises and will further indemnify and save harmless Tenant against and from all costs, expenses, and liabilities incurred in connection with any such claim or loss or action or proceeding brought thereon (including reasonable attorney fees and costs); and in case any action or proceeding be brought against Tenant by reason of any such claim or loss, Landlord, upon notice from Tenant, agrees that Landlord, at Landlord's expense, will resist or defend such action or proceeding and will employ counsel therefor reasonably satisfactory to Tenant. Landlord will still be responsible to fulfill its obligations under this Article in the event Landlord or Landlord's insurance company does not accept a tender of claim by Tenant. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place.  Landlord agrees not to settle any claims pursuant to this indemnity without Tenant's  prior written consent, such consent  not to be unreasonably withheld, conditioned  or delayed.

(n)       Except with respect to damages set forth in Paragraph 52(ii) and (iii) hereof, neither party shall be liable to the other for any lost profits, incidental, special, exemplary, punitive, indirect or other consequential damages.

(o)       With respect to any dispute between Landlord and Tenant involving this lease which is resolved through legal proceedings, the non-prevailing party, if evident, shall bear all reasonable fees, costs and expenses of the subject legal proceeding, including, without limitation, the reasonable attorney's fees and costs of the  prevailing party.

(p)       Landlord hereby agrees to use commercially reasonable efforts to provide Tenant with approximately 1,000 rentable square feet of space in the Building for Tenant's computer room upon the expiration of the Master Lease.

65.       Signage.  Except as set forth in this Paragraph 65, Tenant shall not place any signs on the Demised Premises, Building or Real Property. The signage currently located over the main entrance of the Building as of the date hereof shall be relocated to a mutually agreed upon prominent location on or about the Demised Premises.  In addition, with respect to the monument sign currently located at the Real Property, Tenant shall have the right, pursuant to the terms of all Tenant Leases, to use one-half of the monument sign, with the remaining one-half of such monument signage to be used by Landlord and other tenants at the Building.

66.       Subordination.  So long as Tenant continues to lease and occupy at least twenty-five (25%) percent of the Building (taking into consideration premises leased pursuant to the Tenant Leases, collectively), Landlord shall obtain for the benefit of Tenant a Subordination, Attornment and Non­ Disturbance Agreement (an "SNDA")   from Landlord's  future mortgagees on such mortgagee's standard form.  Tenant shall be responsible for paying (or reimbursing Landlord, as additional rent) for any fees or costs imposed by a mortgagee or its counsel in connection with the issuance and/or negotiation of any SNDA.  Notwithstanding the foregoing, an SNDA shall not be required from the mortgagee existing as of the date of this lease.

67.       Tenant's Exclusive.  So long as Tenant continues to lease and occupy at least fifty (50%) percent of the Building (taking into consideration premises leased pursuant to the Tenant Leases, collectively), Landlord covenants and agrees not to lease any space in the Building to a Competitor (as hereinafter defined) for a purpose in competition with Tenant's  primary business (i.e., the manufacturing, testing, storing or sale of semi-conductors). The term "Competitors" shall mean and refer to the following entities:  Alcor Micro Corp., ASIX Electronics Corp., Avnera Corporation, Broadcom Corporation, Cypress Semiconductor, Davicom Semiconductor Inc., Display Link, eNe, Genesys Logic, GMT, Inc., Integrated Technology Express, Inc., Marvell Technology Group Ltd., Micrel Semiconductor, Inc., Nuvoton (formerly Winbond Electronics Corporation), Realtek Semiconductor Corp., Renesas Technology, ST-Ericsson, Syncomm and Texas Instruments. Notwithstanding anything to the contrary contained in this Paragraph, nothing herein shall prevent Landlord from leasing any space in the building to any affiliate or subsidiary of a Competitor who intends on using such space solely for non-competitive purposes.

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68.       Notices.   Supplementing  Paragraph 28 of the pre-printed portion of this lease, all notices delivered to Tenant should be sent to the attention of Walter Siegel, Esq., with copies of all such notices delivered to Standard Microsystems Corporation, 80 Arkay Drive, Hauppauge, New York 11788, Attention: Peter Byrnes and to Moritt Hock &Hamroff, LLP, 400 Garden City Plaza, Garden City, New York 11530, Attention: Gary C. Hisiger, Esq.

69.       Destruction,FireandOtherCasualty.  Supplementing the terms and conditions of Paragraph 9 of the pre-printed portion of this lease:

(a)        If the Demised Premises shall be totally damaged or rendered wholly unusable or wholly inaccessible by fire or other casualty and Landlord has not terminated this lease pursuant to Paragraph 9(d) hereof and the estimated date of completion of such restoration work, as reasonably determined by Landlord's  architect, is more than twelve (12) months following the date of such damage or destruction,  then Tenant shall have the right to terminate this lease by written notice delivered to Landlord within ten (10) days following receipt of such written determination by Landlord's  architect.  Furthermore, if the Demised Premises shall be totally damaged or rendered wholly unusable or wholly inaccessible by fire or other casualty and Landlord has not terminated this lease pursuant to Paragraph 9(d) hereof and Landlord has not completed the making of the  required repairs and restored and rebuilt the Demised Premises and/or access thereto within twelve (12) months from the date of such damage or destruction (and such additional time not to exceed sixty (60) days after such date as shall equal the aggregate period Landlord may have been delayed in doing so by unavoidable delays or adjustment of insurance), then Tenant may serve notice on Landlord of its intention to terminate this lease, and, if, within thirty (30) days thereafter, Landlord shall not have completed the making of the required repairs and restored and rebuilt the Demised Premises and/or access thereto, this lease shall terminate on the expiration of such thirty (30) day period as if such termination date were the Expiration Date, and the Rent and additional rent shall be apportioned as of such date and any prepaid portion of Rent and additional rent for any period after such date shall be refunded by Landlord to Tenant.

(b)       In  the  event  the  Demised  Premises  are  rendered  wholly  unusable  or  wholly inaccessible and neither Landlord nor Tenant have exercised their options to terminate this lease (as set forth herein), then, at the request of Tenant, Landlord shall use commercially reasonable efforts to locate and provide Tenant with substitute, habitable office space reasonably suitable for Tenant's business elsewhere in the Building or in another building owned by Landlord or its affiliates; such space to be of approximately the same size as the Demised Premises (the "Substitute Space").  If Tenant agrees to accept the Substitute Space, then Rent shall abate with respect to the Demised Premises from the date of such damage or destruction, Tenant shall accept the Substitute Space in its then "as is" condition; it being acknowledged  by the parties that the occupancy of the Substitute Space by Tenant is intended to be temporary, lasting only as long as is necessary for Landlord to substantially complete restoration of the Demised Premises, and Tenant shall pay to Landlord the fair market rental value of the Substitute Space, on a monthly basis, in advance, throughout its occupancy thereof.  Itis further agreed that, in the event Tenant accepts the Substitute Space, Tenant shall be deemed to have waived the termination right set forth in Paragraph 69(a) above.  Upon substantial completion of the restoration of the Demised Premises, Tenant shall surrender the Substitute Space to Landlord and re-occupy the Demised Premises.

70.       StorageArea.  The parties acknowledge that a storage area shall be provided in the lower level of the Building, containing approximately 3,000 rentable square feet of space (the "Storage Space") in a location to be determined by Landlord.  For so long as Tenant is utilizing the Storage Space, Tenant shall pay to Landlord, as additional rent in advance and in equal monthly installments, the amounts set forth below. Tenant shall be entitled to use the Storage Space and shall have access to same twenty-four (24) hours per day, seven (7) days per week. The parties acknowledge and agree that the Storage Space is and is intended to be the same "Storage Space" described in the 10,217 SF Lease and in no event shall Tenant be entitled, under the Tenant Leases, to more than 3,000 rentable square feet of storage space at the Building. The rent payable with respect to the Storage Space shall be as follows (on a gross basis):

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Lease Year	Per Annum		Monthly Installments
1	$	30,000.00	$	2,500.00
2	$	30,900.00	$	2,575.00
3	$	31,827.00	$	2,652.25
4	$	32,781.84	$	2,731.82
5	$	33,765.36	$	2,813.78
6	$	34,778.28	$	2,898.19
7	$	35,821.68	$	2,985.14
8	$	36,896.28	$	3,074.69
9	$	38,003.16	$	3,166.93
10	$	39,143.28	$	3,261.94
11	$	40,317.60	$	3,359.80
12	$	41,527.08	$	3,460.59
13	$	42,772.92	$	3,564.41
14	$	44,056.08	$	3,671.34
15	$	45,377.76	$	3,781.49

71.       ITRoom. (a) Landlord and Tenant hereby agree that, in addition to Tenant's leasing of the Demised Premises, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the 1,420 rentable square feet of space in the Building as depicted on Exhibit A-2 annexed hereto (the "IT Premises"). The parties stipulate and agree that Tenant's Proportionate Share with respect to the IT Premises shall be .70%.

 (b)   During the term of this lease, Tenant shall pay Rent for the IT Premises as follows:

During the first Lease Year, the Rent shall  be $17,750.04,  payable in equal  monthly installments of $1,479.1 7.

During the second Lease Year, the Rent shall be $18,282.48,  payable in equal monthly installments of $1,523.54.

During the third Lease Year, the Rent shall be $18,831.00,  payable in equal monthly installments of $1,569.25.

During the fourth Lease Year, the Rent shall be $19,395.96,  payable in equal monthly installments of $1,616.33.

During the fifth Lease Year, the Rent shall  be $19,978.08,  payable in equal  monthly installments of $1,664.82.

During the sixth Lease Year, the Rent shall be $20,577.12,  payable in equal monthly installments of $1,714.76.

During the seventh Lease Year, the Rent shall be $21,194.40,  payable in equal monthly installments of $1 ,766.20.

During the eighth Lease Year, the Rent shall be $21,830.28,  payable in equal monthly installments of $1,819.19.

During the ninth Lease Year, the Rent shall be $22,485.12,  payable in equal monthly installments of $1,873.76.

During the tenth Lease Year, the Rent shall be $23,159.76,  payable in equal monthly installments of $1,929.98.

During the eleventh Lease Year, the Rent shall be $23,854.56, payable in equal monthly installments of $1,987.88.

During the twelfth Lease Year, the Rent shall be $24,570.12, payable in equal monthly installments of $2,047.51.

During the thirteenth Lease Year, the Rent shall be $25,307.28, payable in equal monthly installments of $2,108.94.

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During the fourteenth Lease Year, the Rent shall be $26,066.52,  payable in equal monthly installments of $2,172.21.

During the fifteenth Lease Year, the Rent shall be $26,848.44,  payable in equal monthly installments of $2,237.37.

Tenant shall also pay all additional rent otherwise due and specifically provided for under this Lease with respect to the IT Premises including, without limitation, Landlord's  Cost for common area maintenance  in accordance  with the provisions of Paragraph  47 hereof and Tenant's  Tax Payment in accordance with the provisions of Paragraph 49 hereof.

(c)       Tenant shall, at its sole cost and expense, connect the IT Premises to the meters installed or to be installed for the Demised Premises.  Tenant shall furnish and pay for, at its sole cost and expense, all utilities supplied to the IT Premises by any utility company, whether public or private, including but not limited to, gas, electricity, fuel oil and telephone. In the event Tenant fails to do so, Tenant shall reimburse Landlord for the utility charges actually incurred by Landlord in providing such service.  Such sums shall be paid by Tenant, as additional rent, within thirty (30) days of Landlord's demand therefor.

(d)       All cleaning and janitorial work at the IT Premises shall be done by Tenant, at the sole cost and expense of Tenant.

(e)        Tenant hereby accepts the IT Premises in its current "as is" condition and hereby agrees that Landlord shall have no obligation to perform any work or incur any expense in connection with Tenant's use and occupancy of the  IT Premises.  Tenant shall perform, at Tenants sole cost and expense,  all work required to demise the IT Premises from the remainder of the Building  (the "IT  Premises  Work").    It is further  agreed  that the IT Premises  Work shall  be performed in the same manner as the Initial Interior Work is to be performed under Paragraph 53(b), (d) and (f)hereof.

(f)       Except as specifically modified by the provisions of this Article 71, all of the terms of this lease shall also apply to the IT Premises.   Accordingly, in all such cases, the term "Demised Premises" shall also include the IT Premises.

72.       ReservedParkingAllocation.   Supplementing  Paragraph 55 hereof, Landlord and Tenant agree that, at any time during term of this Lease (until the Allocation (as defined below) is completed subject to the Reallocation (as defined below), either party may request the other to allocate between Landlord and Tenant up to 200 parking spaces (the "Allocation")  in the parking area, which is otherwise first come, first served, to be on a "reserved" basis. Any reserved spaces shall be from those spaces shown on the parking plan annexed hereto as Exhibit G (which has 245 spaces available to be reserved and of which 200 can be so reserved). If an Allocation is desired, the requesting party shall send the other a notice identifYing spaces to be designated as reserved (which may be on multiple occasions during the term of the Lease), up to the aggregate of 200 spaces. Within ten (10) days of the requesting party's notice, if Tenant is the party requesting and designating spaces, Landlord reserves to itself the right to select up to 40% of the spaces initially designated by Tenant to thereafter  be "Landlord  (or future tenant) reserved" and if Landlord is the party requesting and designating spaces, Tenant reserves to itself the right to select up to 60% of the spaces initially designated by Landlord to thereafter be "Tenant reserved"; provided if the Landlord Allocation (80 spaces) or Tenant Allocation (120 spaces) is completed but the other party's is not yet completed, the party who has not yet obtained its full Allocation may thereafter designate spaces on notice to the other party but without a right to select any portion of such spaces. In addition, once the Allocation is complete, a party may thereafter select different spaces (the "Reallocation") to be the reserved spaces but they may not, in connection with a Reallocation, require the other party to give up any of their previously selected spaces in connection with such Reallocation. Landlord and Tenant further agree that the allocation between Landlord and Tenant shall ultimately be for up to 80 spaces for use by Landlord or its future tenants and up to 120 spaces for use by Tenant. Landlord shall be responsible for marking the spaces as "reserved" for the appropriate party and for enforcing the rights of parties to the spaces so designated as "reserved".

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IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this lease as of the day and year first above written.

Landlord:	REP 80 ARKAY DRIVE, LLC
	By:
		Name
		Title

Tenant:	STANDARD MICROSYSTEMS CORPORATION

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IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this lease as of the day and year first above written.

Landlord:	REP 80 ARKAY DRIVE, LLC

Tenant:	STANDARD MICROSYSTEMS CORPORATION
	By:
		Name
		Title

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EXHIBIT A

RENTAL PLAN DATED AS OF  ______________________  ________ , 2011

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28

29

EXHIBIT A-1

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EXHIBIT A-2

RENTAL PLAN OF IT PREMISES
 

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EXHIBIT B

FIXTURES EXISTING AT THE DEMISED PREMISES NOT REQUIRING REMOVAL/RESTORATION  AT THE EXPIRATION OF THE TERM

Fixtures Existing at the Demised Premises that Remain property of SMSC- 80 Arkay Dr.

In addition to the items listed below that are the property of SMSC, fixtures that are currently installed at 80 Arkay Dr. or will be in the future that will remain the property of SMSC at the termination of the lease are-Electrical Conditioning  Equipment utilized in our Test Operations to supply conditioned power to our test devices. Reels to support compressed  air and electrical feeds for Test Operations.

Property of SMSC -

Kitchen Appliances- Appliances  used in Break Rms., Kitchens, Coffee Stations. Refrigerators, microwave ovens, coffee makers. This does not include specialty equipment purchased specifically for the operation of the Cafeteria.

Security Systems - Security access and surveillance systems consisting of electronic card readers, control panels, local server, card printer, CCTV cameras, recording equipment, cabinets, PCs, etc.

Fire Extinguishers- All portable fire extinguishers.

Supplementary Air Conditioning Systems - Split type air conditioning units utilized to supplement main building units.

Telephone System  - Telephone system consists of servers, switches, modular components, racks and cabinets, PCs, monitors, telephone instruments and cellular amplification systems.

Communications Cabling System-Copper and fiber optic cables, patch panels, racks, jacks, data switches, etc.

IT Equipment- Electronic data computing and switching equipment including wireless network broadcast equipment.

Audio Visual Equipment- Screens, projectors, speakers, microphones, consoles, modular components, cabinets, PCs, monitors that make up our audio visual presentation and conferencing systems.

Furniture and Furnishings- Free standing furniture including desks, tables, chairs, cabinets, lockers. Modular furniture systems consisting of partition panels, work surfaces, shelves, cabinets, drawer modules, lighting and electrical components.

Storage Shelving and Rack Systems- Metal shelving and rack systems used for storage of equipment, materials, files, etc.

32

EXHIBIT C

HAZARDOUS MATERIALS USED IN CONNECTION WITH TENANT'S  BUSINESS

Table3.1.1-80 ARKAY DRIVE

 HAZARDOUS MATERIALS

USED BY QA FOR RELIABILTIY TEST AND FAlLURE ANALYSIS

MATERIAL	DOT Shipping Class	AKA	MAXIMUM QUANTITY
Acetone	3.2	ACETONE	8 Gals
Isopropyl Alcohol	3.2	IPA	8 gals
Fuming Nitric Acid	5.1	HN03	8 pts
Sulfuric Acid	8.1	H2S04	4 gals
Fuming Sulfuric Acid	8.1	Oleum	2 pts
Acetic acid	8.1	Acetic	8 gals
Liquid Nitrogen	2.2	LN2	2200 liters
Alpha Metals Flux	3.2	AM-100	8 gallons
Buehler "Varidur"	0.2		2pints
Lead Free Solder	0.2	Pb free	50 tbs
Varidur Kit	0.2	Plastic Powder
Ultramount Liquid	3.3	Acrylic Activator
Hydrochloric Acid	8.1	HCl	1 pt
Hydrofluoric Acid	8.1	HF	1 pt
TetrabutylAmrn onium Hydroxide	8.2		4 gals

USEDBYPRODUCTIONTESTTOMAINTAINSOCKETS

(Gold replating-  Brush Application)

MATERIAL	DOT Shipping Class	AKA	MAXIMUM QUANTITY
TECHNICINCTAS #1	8.2		1gal
TECHNIC Inc "TSC-15101"	8.3		20 lbs
Technic Inc "Gelling Agent"	0.2		1 qt
Acid Nickel Brush Plating	6.1		2 gals
Technic Strip	6.1		2 gal
Technic "Orobrush 999 No Gel"	6.1		2qt
Isopropyl Alcohol	3.2		2 pints
Speedball Cleaner			4 gals

33

Page 1

Tier 2 Online Submission Report

Reporting period : From January 1, 2010 to December 31, 2010

Facility Name	SMSC	Facility ID	1633388
Department Name	Corp Facilities	Facility Email
Physical Address	80 Arkay Drive . Hauppauge. Suffolk county . NY - 11788 . USA	Latitude / Longitude	40.813094 /-73.252969
Mall Address	80 Arkay Drive . Hauppauge . NY - 11788	Method of Determination	A1 - Address Matching (House Number)
NAICS	541710-	Location Description	CE - Center of Facility
Dun 8. Bradstreet	054988506 - Semiconductor Manufacturer

 

Contact Information	Name	Phone	Email	Mail address
Emergency Contact	Ed Montvidas	631-4344654 (24-hour)	ed. montvidas® smsc.com	80 Arkay Drive. Hauppauge. COUNTY. NY - 11788. USA
Owner / Operator	Den Sundin	6314344649 (Work)	don.sundin@smsc.com	80 Arkay Drive. Hauppauge. Suffolk COUNTY. NY - 11788. USAA
Submitter	Ed Montvidas	631-4344654 (24-hour)	ed.montvida s@smsc.com	80 Arkay Drive. Hauppauge. COUNTY. NY - 11788. USA

 Chemical Inventory Information

Chemical Description	Physical & Health Hazards	Inventory	Mixture components	Storage locations and codes        (Non- Confidential)
CAS 64742650 Trade Secret o	Fire x	99999.0 Max. Daifv Amount		1) North West Side of Building: Type R.
Chem, Name Diesel Fuel	Pressure o	24000.0 Ava. Dailv Amount		Pressure 1.Temperature 4
Pure x Mixture o Solid o Liquid x Gas o	Reactive o	365 No. of Days On-site
EHS o	Acute o
	Chronic o
State Specific Information
No State specific information
CAS 7727379 Trade Secret o	Fire o	3750.0 Max. Dailv Amount		1) North Driveway - By Loading Dock:
Chem. Name Nitroaen	Pressure x	2000.0 Ava. Dailv Amount		Type A. Pressure 2. Temperature 7
Pure x Mixture o Solid o Liquid x Gas x	Reactive o	365 No. of  Days On-site
EHS o	Acute o
	Chronic o
State Specific Information
No State specific information

Facility Name: SMSC Facility ID: 1633388 Managed by The University of Texas at Dallas

34

Page 2

Tier 2 Online Submission Report

Reporting period : From January 1, 2010 to December 31, 2010

Chemical Description	Physical & Health Hazards	Inventory	Mixture components	Storage locations and codes       (Non- Confidential)
CAS 7664939 Trade Secret o	Fire o	999.0 Max. Daily Amount		1)UPS_Basement' Type R. Pressure 1. Temperature 4
Chem. Name Sulfuric Acid	Pressure o	600.0 Avg, Daily Amount		2)UPS _Boiler Room Existing Bldg: Type R. Pressure 1. Temperature 4
Pure x Mixture x Solid o Liquid x Gas o	Reactive x	365 No. of Days On-site		3)Loading Dock - Pallet Jacks: Type R. Pressure 1. Temperature 4
EHS x	Acute x			4)QA-Failure Analysis Lab: Type R. Pressure 1. Temperature 4
	Chronic x
State Specific Information
No State specific information

State Specific Information

No State specific information

Additional Information

o I have attached a document. o I have attached two or more documents.

Certification

I certify under penalty of law that I have personally examined and am familiar with the information submitted in pages_______through______, and that based on my inquiry of those individuals responsible for obtaining the information. I believe that the submitted information is true, accurate and complete.

Name and official title of owner/operator OR owner/operator's authorized representative    Signature Date signed

Facility Name: SMSC Facility ID: 1633388 Managed by The University of Texas at Dallas

35

EXHIBIT D

LOCATION OF FITNESS FACILITY

36

EXHIBIT E

INITIAL SEPARATION WORK

Contents
80 Arkay Dr.
Separation of	Refeed RTVs  16, 18, 19, 20	1
utilities/Services
	Separate Emergency Power	2
	Refeed/ Submeter Compressor	3
	Separate Bldg. management Sys.	4
	Separate Hot Water/ Heating	5
	Separate Natural Gas	6
	Separate Comp. Air Feed	7
		8
		9
Cardinal. OneSteo Index System		10

37

1   Refeed RTUs 16, 18, 19, 20

38

REFEED RTUS 16, 18, 19 AND 20 FROM NEW SIDE OF BUILDING

Four Roof Top HVAC systems, RTU-16,18,19 and 20, for the second floor west of the Atrium are fed by the Suffolk Court electrical service.

Panel "PP-2B" located in the second floor corridor has available circuits that can be used for the four Roof Top HVAC systems. The existing feeds are routed In close proximity to that panel.

39

40

November 12, 2010

Standard Micro Systems Corp,

8O Arkay Drive

Hauppauge, New York 11788

Att:	Mr. Don Sundin
	Mr, Ed Montvidas

Re:	SMSC
	Re-wire of Rooftop HVAC

Gentlemen:

DiFazso Power & Electric is pleased to provide a proposal in the amount of S 27,269,00 for the electrical work associated with re-wiring four Rooftop HVAC Units.

Labor:	$	12,821.00
Circuit Breakers:	$	14,448.00
Total:	$	27,269.00

This proposal is based on the following work scope;

-Cut and pull back four existing Branch circuits for HVAC Units

RTU 16	RTU19
RTUI8	RTU20

-Purchase and install new SQ-D, 1-LINE Style "Hf circuit breakers and install them in Panel PP- 2B located on the second floor. The existing circuit breakers in panel DP-RR have a lower AIC. Rating than the panel and breakers in panel PP-2B. 1 do NOT recommend placing a lower Rated breaker into the panel due to a potential fault issues.

-This quote is based on both Panels DP-RR & PP -2B being completely de-energized when we are required to work on them.

-All work shall be performed on a Saturday. With the exception of research and lay out that can be accomplished during normal working hours.

"We are known by tbe company we keep"

41

Page 2 of  2

Standard Micro Systems Corp,

November 12th, 2010

-This proposal is based on working one 12 hour Saturday to perform She cut back. Our foreman and superintendent will spend one day during normal work tours to research and identify the exact work sequence. Difazio shall only charge for those hours worked on the Saturday. Anticipated work force shall be one Foreman and four journeymen.

-Ceiling title and possible some of the ceiling T-Bar will have tu be removed Exclude all replacements or repair of ceiling.

I trust that this proposal meets with your requirements. Please issue a Purchase Order if you want to perform this work,

Very truly yours,

DIFAZIO POWER & ELECTRIC, LLC.

Larry Spring

LARRY SPRING

Vice-President

LS:as

"We are known by tbe company we keep"

42

2  Separate Emergency power

43

EMERGENCY POWER

In order to reconfigure the emergency backup power supplied by the two diesal powered generators so that each generator is dedicated to a specific electric service exclusively and independently the SIEMENS PLC will need to be reprogrammed with a simplified operating logic, The 1,350 KW generator would feed the Arkay Dr. service for the Addition and the 1,000 KW generator would feed the Suffolk Ct, service for the original building.

In the event that SMSC is required to refeed the compressor plant from the Suffolk Ct, feed, additional switch gear circuitry would need to be added In order to have the 1,350 KW generator back up the Suffolk Ct. service, which provides power for the original building.

44

Switchgear Isolated from drawing "E-2"

45

46

STANDARD MICRO SYSTEM CO.

TRANSFER SWITCHING S 8MS LOAD SHED LOGIC

FEBRUARY 1,2508: ALL TEXT IN RED REFLECTS CHANGES

All communication signals from the Switchgear to the BMS shall be single contact outputs, One output for each scenario,

Scenario 1; Normal LIPA power (default position #1)

	CB-1 closed
-	CB-2 open
	CB-3 open
	CB4 open
	CB-5 open
	BMS Normal operation

Scenario 2 Power Outage: Existing building loses LIPA power the new building has LIPA power.

-	ATS request power, Switchgear starts Generator 1 & Generator 2,
-	Switchgear sends signal to BMS that Scenario 2 has occurred, 1350 KW available,
-	BMS sends signal to switchgear acknowledging Scenario 2.
-	Switchgear delays for 5 seconds than transfers breakers
	CB-1  closed
	CB-2  open
	CB-3  open
	CB-4  open
	CB-5  open
-	Generator i1 (2Q60 Amps} is supplying power to (he existing Building (1822 Amps), Normal operation for BMS.
-	If Generator 1 is operational, then shut down Generator 2 after 5 minutes.

Scenario 2 Restofe Power;

-	ATS sends signal to switchgear that power is restored
-	Switchgear time delay of 2 minutes prior to switch transfer
-	Switchgear returns to default position #1
	CB-1 dosed
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5  open
-	Switchgear sends signal to BMS that system can return to normal, BMS will not see a power outage.
	Switchgear directs Generator 1 to shut down after 5 minutes,

47

Scenario 3 power outage; Existing building loses power and Generator 1 is not operational

-	ATS request power, Switchgear starts Generator 2,1000 KW available.
-	Switchgear default position #1
	CB-1  closed
	CB-2  open
	CB-3  open
	CB-4  open
	CB-5  open
-	Switchgear sends signal to BMS that Scenario 3 has occurred, 1000 KW available
-	BMS sends signal acknowledging Scenario 3
-	Switchgear delays for 5 seconds than transfers breakers
	CB-1 dosed
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 closed
-	Existing Gwiomtor #2 (1505 Amps) is supplying power to tha existing building (1822 Amps)

Existing Building loads	1822 Amps
Existing Generator #2	- 1505 Amps
Have to Load Shed	317 Amps

Loadshedding
1-AHU-18	95.4 Amps
2-AHU-19	74.7 Amps
3-AHU-20	79.9 Amps
4-AHU-23	95.4 Amps

Scenario 3 Restore Power;

-	ATS sands signal to switchgear that power is restored
-	Switchgear time delay of 2 minutes prior to switch transfer
-	Switchgear returns to default position 1
	CB-1  closed
	CB-2  open
	CB-3  open
	CB-4  open
	CB-5  open
-	Switchgear sends signal to BMS that system can return to normal.
-	Switchgear sends signal for Generator 2 to shut down after 5 minutes.

48

Scenario'4 Power Outage: Existing building loses LIPA power; Generator 1 and Generator 2 are not operational.

-	Switchgear fail safe position
	CB-1 open
	CB-2 open
	CB-3 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear sends signal to BMS that Scenario 4 has occurred. 2000 KW available for both buildings,
-	BMS sends signal to switchgear acknowledging Scenario 4
-	Switeftgear delays for 5 seconds than transfers breakers
	CB-1 closed
	CB-2 closed
	CB-3 open
	CB-4 closed
	CB-5 open

*	New 2000 Amp electric service Is supplying powat to bothbuildings:
	Existing Building Load	1822 Amps
	New Building L oad	1889Amps
		3711 Amps
	New Electric Service	-2000 Amps
	Have to Load Shod	1711 Amps

Loadshedding:

1-	New Rooftop Units		1356 Amps
	AHU-14	AHU-16
	AHU-1	AHU-17
	AHU-11	AHV-1S
	AHU-21	AHU-19
	AHU-12	AHU-20
	AHU-3	AHU-23
	AHU-10	AHU-24
	AHU-12	AHU-27
		AHU-28

2-	New interior Air Hand Units		81 Amps
	AHU-14	AHU-25
	AHU-15	AHU-26

49

3-	Existing Air Hand Units		33 Amps
	AHU-1	AHU-6
	AHU-2	AHU-7
	AHU-4	AHU-8
		AHU-9

4- New Elevator 49 Amps

Panel PPB1 Circuit 16 needs to be turned off by hand.

5- Warehouse Area- By Hand 115 Amps

Panel ______

CB#

Panel ______

CB#

Panel ______

CB#

6- Basement Lighting - BY Hand 47 Amps

By Hand turn off

Panel LPB1

7- Conference Room Lighting - By Hand 30 Amps

By Hand turn off

Panel LP2-2 (fed from Panel PP2B)

Scenaria 4 Restore Power

-	ATS sends signal to switchgear that power is restored
-	Switchgeartimedelay2minutespriortoswitch transfer.
-	Switchgearreturns lo defaultposition #1
	CB-1closed
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgearsendssignal toBMSthatsystem canreturn tonormal operation.

50

Scenario 5 Power Outage: New building loses LIPA power, the existing building has power.

-	Switchgear  senses  LIPA power  loss. Start Generator  1 &Generator 2
-	Switchgear fail safepositlon
	CB-1 open
	CB-2 open
	CB-3 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear send signal to BMS that Scenario 5 has occurred, 1350 KW available forthe new building.
-	BMS sends signal to switchgear acknowledging Scenario 5.
	Switchgear delays for 5 seconds than transfers breakers
	CB-1 open
	CB-2 close
	CB-3 close
	CB-1 open
	CB-4 open
	CB-5 open
-	Generator #1 (2060 Amps) is supplying power to the New Building (1889 Amps) Normal operation for BMS.
-	Switchgear sends signal to Generator 2 after 5 minutes to shut down.

Senario 5 Restore Power

-	Switchgear receives signal that power is restored
-	Switchgear time delay of 2 minutes prior to transfer of power.
-	Switchgear transfers breakers to fall safe position.
	CB-1 open
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
	Switchgear return to default position #1
	CB-1 close
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear sends signal to BMS that system can return to normal operation.
-	Switchgear sends signal toGenerator #1 to shut down after 5 minutes.

51

Scenario6PowerQutage: New building loses LIPA power, existing building power is on, and Generator 1 is not operational.

-	Switchgear senses LIPA power loss, Start Generator 2
-	Switchgear fail safe position
	CB-1 open
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear sends signal to BMS that Scenario 6 has occured.
-	BMS sends signal acknowledging Scenario 6
-	Switchgear delays for 5 seconds than transfer breakers
	CB-1 open
	CB-2 close
	CB-3 open
	CB-4 close
	CB-5 close

- Generator #2 (1505 Amps) is supplying to the New Building (2060 Amps)

New Building	2060 Amps
Generator #2	- 1505 Amps
Have to Load Shed	555 Amps

Load Shedding :

1-AHU- 16	128 Amps
2-AHU- 17	121 Amps
3-AHU- 23	95 Amps
4-AHU- 20	77 Amps
5-AHU- 24	125 Amps
6-AHU- 27	30 Amps
	576 Amps

-	In the event that we are in Scenario 8 and we loose power in the existing building :
	- ATS sends signal to switchgear PLC calling for power.
	- Switchgear PLC to fail safe position
	CB-1 open
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear PLC sends signal to BMS that Scenario 6 has occured.
-	BMS sends signal to switchgear PLC acknowledging Scenario 6.
-	Switchgear delays for 5 seconds than transfer breakers

52

CB-1 open

CB-2 closed

CB-3 open

CB-4 closed

CB-5 close

See Senario 9 for Laod Shedding

Scenario 6 Restore Power

-	Switchgear recevies signal; that power is restored
-	Switchgear time delay of 2 minutes prior to transfer of switches
-	Switchgear transfer to fail safe position
	CB-1 open
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear transfer breakers to default position #1
	CB-1 close
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear sends signal to BMS that system can reuturn to normal power.
-	Switchgear sends signal to Generator for shut down after 5 minute delay.

Scenario 7 Power Outage: Loss of LIPA power at existing building and new building.

-	ATS and switchgear call for emergency power
-	Switchgear fails safe position
	CB-1 open
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear starts Generator # 1 and #2
-	Switchgear sends signal to BMS that Scenario 7 has occured , 1000 KW available for the existing building, 1350 KW available for the new building.
-	BMS sends signal acknowledging Scenario 7
-	Switchgear delays for 5 seconds than transfer breakers
	CB-1 open
	CB-2 close
	CB-3 close
	CB-4 open
	CB-5 close

53

- Generator #1 (2060 Amps) is supplying power to the New Building (1889 Amps) Normal operation.

- Generator #2 (1505 AMps ) is supplying power to the existing building (1822 Amps)

Existing Building Loads	1822 Amps
Generator #2	- 1505 Amps
Have to Load Shed	317 Amps

1-AHU-17	121 Amps
2-AHU-23	95 Amps
3-AHU-24	125 Amps
	341 Amps

Scenario 7 Restore Power existing Building

-	ATS sends signal to switchgear that power is restored in the existing building
-	Switchgear time delay for 2 minutes prior to transfer of breakers
-	Switchgear transfer breakers
	CB-1 open
	CB-2 close
	CB-3 close
	CB-4 open
	CB-5 open
-	Switchgear sends signal to BMS that system can return to normal in the existing building.
-	Switchgear sends signal to Generator 2 to shut down after 5 minutes.

Scenario 7 Restore Power to New Building

-	Switchgear receives signal that power is restored.
-	Switchgear time delay of 2 minute prior to transfer of  breakers
-	Switchgear transfer breakers
	CB-1 open
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open (only if existing building is on normal power. CB-5 remains closed if existing building is on emergency power )
-	Switchgear transfer breakers
	CB-1 closed
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open (only if existing building is on normal power. CB-5 remains closed if existing building is on emergency power )

54

- Switchgear sends signal to BMS that system can return to normal in the new building.

- Switchgear sends signal to Generator 1 to shut down after 5 minutes.

Scenario 8 Power Outage: Existing building and new building lose LIPA power.

Generator 2 is not operational.

-	Switchgear starts Generator # 1
-	Switchgear transfer breaker to fail safe position
	CB-1 open
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear sends signal to BMS that Scenario 8 has occured , 1350 KW available for both buildings
	BMS sends signal to switchgear acknowledging Scenario 8. 1350 KW available for both buildings
	Switchgear delays of 5 seconds than transfer breakers
	CB-1 open
	CB-2 closes
	CB-3 closes
	CB-4 closes
	CB-5 open

- Generator #1 (2060 Amps) is supplying power to both buildings

Existing Building Loads	18822 Amps
New Building Load	1889 Amps
	3711 Amps
Generator #1	-2060 Amps
Have to Load Shed	1651 Amps

Load Shedding:

1- New Roof Top Units 1355 Amps

ACC-1	AHU-18
AHU-3	AHU-19
AHU-10	AHU-20
AHU-11	AHU-21
AHU-12	AHU-23
AHU-14	AHU-24
AHU-16	AHU-27
AHU-17	AHU-28

55

2- New Interior Air Hand Units 81  Amps

AHU-13	AHU-25
AHU-15	AHU-26

3- Existing Air Hand Units 33 Amps

AHU-1	AHU-4	AHU-7	AHU-9
AHU-2	AHU-6	AHU-8

4-  New Normal Receptacle Panels 324  Amps

Turn off by hand at the New "MDP"

located in the Service Room

CB #7 (Panel DPR)

CB #2 (Panel k, Kitchen)

New Panel PP2-A

CKT _____ (Panel K-1, Kitchen)

5- New Warehouse Area 115  Amps

Turn off by hand

Panel _____

CB#

Panel _____

CB#

6- Existing Normal Receptacle Panels 141  Amps

Turn off by hand

Panel GT-1	Panel GT-5
Panel GT-2A	Panel GT-6
Panel GT-2B	Panel GT-7
Panel GT-3B	Panel C2-1
Panel GT-4

56

Scenario 8 Restore Power to Existing Building

-	ATS sends signal to switchgear that LIPA power is restored.
-	Switchgear time delay for 2 minutes prior to transfer of breakers.
-	Switchgear transfer breakers
	CB-1 open
	CB-2 close
	CB-3 close
	CB-4 open
	CB-5 open
-	Switchgear sends signal to BMS that system can return to normal in the existing building.

Scenario 8 Restore Power to New Building

-	Switchgear receives signal that LIPA power is restores.
-	Switchgear time delay of 2 minute prior to transfer of breakers
-	Switchgear transfer breaker
	CB-1 open
	CB-2 open
	CB-3 open (only if power has been restore to existing building)
	CB-4 open (only if power has been restore to existing building)
-	Switchgear transfer breakers
	CB-1 closes
	CB-2 opens
	CB-3 opens (only if power has been restore to existing building).
	CB-4 opens (only if power has been restore to existing building)
	CB-5 open
-	Switchgear sends signal to BMS that system can return to normal in the new building.
-	Switchgear sends signal to Generator 1 to shut down after 5 minutes (Only if, the existing building has been restore to normal power)

Scenario 9 Power Outage: Existing building and new building lose LIPA power.

Generator 1 is not operational.

-	Switchgear transfer breaker to fail safe position
	CB-1 open
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open
-	Switchgear starts Generator #2 1000KW
-	Switchgear sends signal to BMS that Scenario 9 has occured
-	BMS sends signal to switchgear acknowledging Scenario 9. 1000 KW avialable for bothe buildings
-	Switchgear delays of 5 seconds than transfer breakers
	CB-1 open
	CB-2 closed
	CB-3 open

57

CB-4 closed

CB-5 closed

- Generator #2 (1505 Amps) is supplying power to both buildings

Existing Building Load	1822 Amps
New Building Load	1889 Amps
	3711 Amps
Generator #2	-1505 Amps
Have to Load Shed	2206 Amps

Load Shedding:

1- New Roof top units 1356  Amps

AHU-14	AHU-16
AHU-1	AHU-17
AHU-11	AHU-18
AHU-21	AHU-19
AHU-12	AHU-20
AHU-3	AHU-23
AHU-10	AHU-27
AHU-12	AHU-28

2- New Interior Air Hand Units 81  Amps

AHU-13	AHU-25
AHU-15	AHU-26

3- New Normal Receptacle Panels 324  Amps

To be turned off by hand

at the Panel DPR

a) CKT 1 (Panel RP1-1, RP1-2)

CKT 3 (Panel RP1-3)

CKT 4 (Panel RP2-1, RP2-1A)

CKT 6 (Panel RP2-3, RP2-4)

b) CKT 2 In Panel MDB

(Kitchen Panel-K)

c) CKT __ in Panel PP2-A

(Kitchen Panel K-1)

4-  New Warehouse Area 115  Amps

Turn off by hand

Panel _____

CB#

58

Panel _____

CB#

Panel _____

CB#

5- Existing Normal Receptacle Panels 141  Amps

Turned off by hand

Panel GT-1	Panel GT-5
Panel GT-2A	Panel GT-6
Panel GT-2B	Panel GT-7
Panel GT-3B	Panel C2-1
Panel GT-4

6- Existing Air Hand Units 33 Amps

AHU-1	AHU-7
AHU-2	AHU-8
AHU-4	AHU-9
AHU-6

7-  New Elevator 49 Amps

Turn off by hand

Panel PPB1 CKT 16

8-  New and Existing Light Panels 110  Amps

New: LPB1, LP2-1, LP2-2, LP-1

Leave on the following circuits for

Emergency Lights. Panek LP-1

Circuits 16,19, and 18

*Old Panels: (By SMSC - Targets 50 AMps)

2209  Amps

Scenario 9 Restore Power to Existing Building

-	ATS sends signal that power has been restored to existing building
-	ATS time delay for 2 minute prior to transferring back to LIPA power
-	Switchgear transfer breakers
	CB-1 open
	CB-2 close
	CB-3 open
	CB-4 close
	CB-5 close

59

- Switchgear sends signal to BMS that system can return to normal in the existing building.

Scenario 9 Restore Power to New Building

-	Switchgear receives signal that LIPA power is available.
-	Switchgear time delay of 2 minute prior to transfer of breakers
-	Switchgear transfer breakers
	CB-1 open
	CB-2 open
	CB-3 open
	CB-4 open
	CB-4 open (only if LIPA power has been restored to existing building)
-	Switchgear transfer breakers
	CB-1 close
	CB-2 open
	CB-3 open
	CB-4 open
	CB-5 open (only if LIPA power has been restored to existing building)
-	Switchgear sends signal to BMS that system can return to normal

Prime directive for switchgear is that the following breakers can nevere close at the same time

1) CB-1, CB-3, CB-5

2) CB-3, CB-4, CB-5

60

	Phase Monitoring - Emergency Generators schedule and changes DGiann8701 to: Don Sundin
	04/20/2011 12:46 PM
	Cc:
	gdavi, DGiann8701
	Show Details

3 Attachments

Don,

As we discussed  this morning:

A) We will schedule the preliminary Install work Involving AC Power Meter and AC Undervoltage Relay for Wednesday 4/27.Should I have a problem will contact you Inadvance.

B) We can modify the PLC program to accommodate your request to eliminate the current scenario which allows Generators to "back up" each other on thesystem. Each generator would service a designated area/building independently. Specifics for this ultimate operation would need to bedetailed,however Iwould budget 5,000.00for software, programming,install and testing.

Any other required tech services asrequired by ADDA would come from Guy.

Should you have any questions please contact me directly.

Hope to see you nextweek.

Best Regards,

DonGiannella

In amessage dated 4/5/2011 8:51:28A.M. Eastern Daylight Time, Don.Sundln@smsc.com writes:

HiDon,

LIPAhasdecidedthat it doesnotneedtoshutusdowntocompletetheirpowerfeedconnection.That is a good thing.

Ihave not otherwise tried to schedule a shutdown for testing until you have your equipment on site and pre-installation is complete. Ittakes somuch coordination internally tofinally come up with a date that I don't want to get one and find out we are not ready to act at that time.

Ithought you wanted to do the preliminary work during normal business hours. The 17th is a Sunday.

Iwill call you to discuss further.

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Page 1 of  2

Standard Microsystems Corporation

80 ArkayDrive

Hauppauge, NY 11788

ATTN : Don Sundin

RE:. Siemens PLC Program Modification for Utility Curtailment Quote

Mr. Sundin,

Atlantic Detroit Diesel Allison.(ADDA) with Axis Control Group Inc is pleased to submit the following quotation; for your review and consideration.  Pursuant to our discussions the following is our proposal for modifications, asrequested:

SCOPE OF WORKBYAXIS:

A) Modify Siemens PLC program to allow Utility Curtailment;

Introduce a manual switch  to initiate  new scenario  10 into existing system

Scenario10totransferfacilitytogenerator power/supply.

SiemensPLCtoactivatetransferofATStoemergencystate.

Program to be modified to start bothgenerators, confirm in run state, open cb-1, thenclose cb-2, 3 and5

Provide activation switch- 3 states-(1-0FF, 2 ·@ Gen's. 3 -1400KW)

LIPA Power confirmation sequence programmed

Signal ATS to transfer to Emergency.

Upon failure of either generator or reset of manual switch operations tocease and building transferred

Axis to re write software program, install manualswitch.

Axis to test system prior to installation, install program at site,  testsystem at site.

Axis to provide Standard Micro Systems with final documentation including but not limited to revised drawings, software program.

All fieldwork, tech support, field technicians etc. are included toprovide a fullyoperational system.

A)$12,500.00plustax

B) Rewrite existing PLC program, test same.

Programtoinclude modifications tosoftwarechangingcurrentsequenceofoperationstoaddressScenario2 andScenario7,

B) lnstall software at site, test at site (lday)  $4,500.00 plus tax

C) MANUFACTURE AND INSTALL:

(1) 2000 AMP BREAKER CUBICLE, Electrically operated ICCB breaker

Match and Line to existing Gen set switchgear, provide and install all required bus detail, cable connections, hardware etc.

Includes software re-write, test and software install at site.

C)FieldInstallation Included:$34,375.00 plus tax

Reply to 3025 Veterans Memorial Hwy, Ronkonkoma NY 11779... Fax 631-981-5807

Atlantic  Detroit Diesel-Allison, LLC

Headquarters and Service Technology Center

P.O. Box 2030, l9C Chapin  Rd., Pine Brook,  NJ 07058  Phone: (973) 575-0309 Fax: (973) 287 -1086

Lodi, NJ	Lodi Bus Center	Piscataway, NJ	Middletown, CT	Ronkonkoma,  NY	Albany, NY	Saugerties,NY
(201)489·5800	(20l)29l-S415	(732) 752-7100	(860) 632-0218 www.atlanticdda.com	(631)981 - 5800	(518) 452-0000	(845) 247-8045

62

Page 2 of  2

Standard Microsystems Corporation

80 ArkayDrive

Hauppauge, NY 11788

ATTN ;  Don Sundin

NOTES:

1. Based on our  meeting and my discussions  with Don G.of Axis itisourposition  that thesoftware operated as per design of DeFazio Electric and to modify the software to work as discussed, item B)will need to be executed first.Thenadecision as to item A) and or item Bwillneed to be made depending on howthe system will operate and to gainthe most curtailment dollars both items A &C will need to be executed.

2. Estimated time to complete any of the above is one day

3.  Delivery as required: HOLIDAY OR SATURDAY INSTALL.

4. This work does not include CCI or ADDA personnel, if required we can quote separately.

5. General termsand conditions to apply (seeattached)

Ifthisoffer isacceptable, please provide your purchase order number and sign the attached agreement and return fax or mall a hard copy of your P/O and the agreement to my attention, so we can keep on schedule. Thank you for considering Atlantic Power Systems. Welook forward to your positive response.

Best Regards,	Authorized By:
Atlantic Detroit Diesel Allison
Guy Davi	Signature:
Industrial Service Sales Manager
Mobile: (516) 523-1865	Print Name:
E-mail: gdavi@atlanticdda.com

Date:  P/O#

Please circle which options you want to be executed..........A).......B).......C)

63

3. Refeed/Submeter Compressor

64

REFEED COMPRESSOR FROM ORIGINAL SIDE OF BUILDING

Requires removal of equipment not part of compressor plant from Panel PPB2 and refeeding that equipment from other local panels. In the original building, equipment fed from Panel DPRR needs  to be removed and refed from local panels. Modify and utilize Panel DPRR as a splice  box to extend 600 amp feeder from original GE Main Distribution Board to Panel PPB2 in Basement switchgear room. This plan is based upon utilizing existing unused conduit running between between the original building. electrical vault and the crown box mounted over the switchgear in the Addition Basement. If these conduits are not viable,a new feed route willneed to be established.

An alternative method that has been devised is to remove the non compressor plant equipment from Panel PPB2 and provide  a sub meter.  This would eliminate the need to supply the feed from the original side of the building and also the need to modify the switchgear to allow the 1,350 KW generator to serve the original building.

65

66

April 21, 2011
Standard Micro Systems Corp.
80 Arkay Drive
Hauppauge, NY 11788
Atl:	Mr. Don Sundin
	Mr. Ed montridas
Re:	SMSC Power Re-Distribution

Gentlemen:

DiFazio Power & Electric is pleased to provide a budget proposal for re-distributing 480 volt power associated with compressor power Panel PPB2 from the new building Service to the old building service. Also, I am budgetting a sub-meter approch for your review,

Budget #1, Re-distribute 480 Volt Power: $69,684,00

-Remove the branch circuits for AHU-26 Supply and return fans from Panel "PPB2".

-Re-feed AHU26 Supply and return from Panel "PPB1".

-Remove the branch circuits for AHU2 and AHU24 from Panel " DPRR".

-Re-route the circuits for AHU2 and 24 to Panel "DP1".

-Remove the interior of Panel "DPRR" and utilized the back box as a splice box in order to extend the 600 Amp feeder from the existing (old) G.E Main Distribution Board to the Panel "PPB2" located in the new switchgear room.

-The 600 Amp feeder shall be routed viatwo-4 PVC, existing conduits running from the old building, through the concrete man-hole into the crown box mountedover the new switchgear, located in new building.

-DiFazio to install the necessary conduit, wire way and pull boxes required to pull in parallel 500 MCM, 480 Volt feeders.

Budget #2, Install Sub-meter on Panel "PPB2": $10,500.00

-Remove the branch circuits for AHU-26 Supply and return fans from Panel "PPB2".

-Re-feed AHU26 fans from Panel "PPB1".

-Purchase and Install an 800 AMp rated check meter and install B on Panel "PPB2".

"We are known by the company we keep"

67

Page 3 of 2

Standard Micro Systems Corp.

April 21, 2011

This proposal is based on all work being performed on straight time during normal work hours.

I trust that these budgets meet with you requirements. if you need further information.

please contact the undersigned.

Very truly yours,

DIFAZIO POWER & ELECTRIC, LLC.

LARRY SPRING

Larry Spring

Vice-President

LS: as

"We are known by the company we keep"

68

4. Separate Bldg. management System

69

BUILDING MANAGEMENT SYSTEMS

The original building shares a Trane Tracer Building Management  System with the Addition.   The new HVAC equipment Installed by Savmor at the time ofthe Addition construction Iscontrolled by this system.  The operating schematics are provided In the Tracer Summit program from the Home Page from the Icon ncontrolSubmittal".   "PROGRAM". Drawing "ATC-6" shows the BCU communication wiring layout.  Going to BCU#lls  :

Two COMM 3lines (one from Rooftop Chiller and one from Warehouse AC units.

Two COMM 41ines from VAV's and lntelfpaks (refer to ATC·23 for addresses)

One COMM Sline from  AHU's and MP panels from new side of building.

Phone line for external support

Fire Alarm Input for emergency shut down

Modemportforconnectiontocomputer workstationandBCU#2.

GoingtoBCU#2is:

Modem port for connection to SCU #1andcomputer workstation.

The system can be separated Into two systems,each with it's own BCU and computer monitoring station.  An exact copy of the existing program would be loaded Into another computer workstation. The new owner can keep this as an exact duplicate or have It modified to eliminate graphics and addresses that are no longer accessible. The relocated BCU#2 would  need to be connected to:

COMM 3 line from RTU 22 or Air-Cooled Chiller to basement. (The other COM line Is likely dedicated to Warehouse components.)

Two  COMM  41ines (pick  up from 1stfloor and 2ndfloor VAV's to basement)

One COMM 5 line (from any AHU or MP device In basement)

Fire Alarm Input (could use existing spare control wiring in ATC cabinet to switchgear,or pull new wire through conduit from BCU #l).

Modem port available for future connection.

A detailed plan for separation would need to be developed by the system provider.

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71

72

73

74

75

Page 1 of 2

	RE: BMS- Stand Alone System Frank Schiavone to: Ed Montvidas
	04/2212011 02:10PM
	Cc:
	Don Sundin
	Marked as protected 4/22/2011
	Show Details

1 Attachments

Ed

We discussed thwork needed and feel that you should carry a budgetary price of $60,000.00 dollarsas the maximum.

Thank you,

Frank Schiavone

From:Ed.Montvldas@smsc.com  (mail to:Ed.Montvldas@smsc.com)

Sent: Monday,Aprlll8,  2011 4:34 PM

To:Frank Schiavone

Cc:Don.Sundln@smsc.com

Subject:BMS. Stand Alone System

HiFrank,

SMSC is looking for a budgetary price to split the existing BMS system in two.

SMSC would need to retain control of the following Trane Components:

Intellipak RoofTop Units- 4

RTU-2

76

Page 2 of 2

RTU-17

RTU-23

RTU-24

VAV's connected to Voyager Units·20

VAV17·1 through YAY17·12

VAV 24-01 throughVAV 24-8

VoyagerRoofTopUnits·4

RTU-3

RTU-10

RTU-27

RTU-28

Everything else would communicate tothe newside of the building.

The BCUfor the other side could bemoved down tothe basement boiler room.

Please generate a ballpark figure ASAP.

Thanks

Ed Montvidas

SMSC

FacEng

631-434-4654

77

5. Separate Hot Water / Heating

78

HEATING·HOT WATER

On the first floor of the originalbuilding,there are no VAVreheats,baseboard heating or Cabinet heaters that receive hot water fromtheboller located In theAddltlon. A review  of ACAD drawing file from SAVMOR "ROOF and 2"°FlOOR HVAC SHOP OWG.dwg" shows that on the secod floor the baseboard and reheat  style VAV 24-0lln Room 2237are connected to the boiler on the new side of the building.  The VAV and baseboard can be refedfrom first floor hOt water heatingline located below the space. These drawings do not showthe existing heating lines,but location was verified byour mechanicalservice contractor.

79

80

DSI MECHANICAL INC.

COMMERCIAL ● INDUSTRIAL ● AIR CONDITIONING ● HEATING ● VENTILATION	39 MONTROSE DRIVE
	COMMACK, NY 11725
	TEL: (631) 543-4400
	FAX: (631) 543-1770

April 26, 2011

Via Email

SMSC

Attn: Don Sundin

80 Arkay Drive

Hauppauge NY 11788

RE: Hot Water Piping Modifications

Dear Don:

DSI Mechanical Inc, will provide the necessary labor and material required to modify the hot water piping per our field Inspections of the following work areas.

PIPING MODIFICATIONS

Scope "A" - 2ND FLOOR BASEBOARD - SMSC:

1. Isolate and drain hot water system.

2. Modify piping In 1st floor conference room to accept new zone.

3. Provide new hot water piping and riser to SMSC baseboard on 2nd floor.

4. Provide necessary Isolation valves and pipe supports.

5. Fill and test hot water system as required.

6. Professionally insulate with 1" fiberglass as required.

COST: $3,340.00 (plus applicable text)

Scope "B" - 2nd FLOOR VAV #24-21 - SMSC;

1. Isolate and cap existing hot water supply piping.

2. Extend piping from 2nd floor - SMSC baseboard riser.

3. Install new supply/return piping for 6,0 GPM VAV requirements.

4. Fill and test hot water piping as required.

5. Professionally Insulate with 1" fiberglass as required.

6. Install PVC pipe enclosure.

COST: $2,875.00 (plus applicable text)

SALES ● SERVICE ● DESIGN ● BUILDING MANAGEMENT SYSTEMS

81

Page 2

RE: Hot Water Piping Modifications

April 26,2011

NOTES

1. Scope "B" & "C" must be scheduled in conjunction with Scope "A" during the scheduled draining of the hot water system.

2. Additional monles would be required to drain, fill and test the hot water system at different intervals.

NOTE: This price quotation is valid for 30 days.

If you have any questions regarding this proposal, please do not hesitate to call.

	Sincerely,
	DSI MECHANICAL INC.
SS/ds	Stephen Senchisen

Scope "A":	Signature:	Date:
Scope "B":	Signature:	Date:
Scope "C":	Signature:	Date:

82

6. Separate Natural Gas

83

NATURAL GAS

Natural  gas distribution for the building Is currently  provided by three feed lines fed from two regulators.  One 4" feed goes to the  1'1floor boiler room located In the original building.  One 3" feed goes to the boiler room located In the Basement of the Addition.  It Is routed over the roof. The other 4" feed Is connected to the rooftop HVAC units  and three unit heaters In the loading dock.

There is a single high pressure meter recording gas usage for the entire building. In order to submeter the natural gas usage a new "7M" rotary gas meter header  willneed to be Installed with one submeter for the tenant space occupied by SMSC.

A construction permit will need to be filed for and approved by the Town of Smithtown Building Department before NationalGrid can modify the gas meter header and a plumbing contractor  can modify  the gas delivery lines accordingly. Gas service to the building will need tobe shut off for several days during the retrofit of the gas system during  which time there will be no hot water (except for the Cafeteria), steam,or gas for cooking.

84

85

HARTCORN PLUMBING &HEATING INC.

JOBBING *ALTERATION* RESIDENTIAL* COMMERCIAL* INDUSTRIAL

850SOUTH 2nd STREET,RONKONKOMA, N.Y.11179

PHONE 631·580.2300 *FAX 631·580·1090

EST.1963

Budget

6/8/10

Standard Micro Systems

80 ArkayDrive

Hauppauge,N.Y. 11788

Att:EdM.

Subject GasPiping

Re: Building

80 ArkayDrive,Hauppauge

Budget Price...........................................................................................................................................................................................................................................$38,000.00

To submit gas plan to the Town of Smithtown Building Department forreview and permit

To separate existing gas lines to develop (2) separate gas meters.

To furnish, construct and Install new National Grid approved 7M rotary gas meter header.

Allowance for National Grid work included within BudgetIs $5,000.00

To disconnect existing 3''gas line on roof from existing 4"gas fine on theWestside of HVAC-24.

To connect the (2) 3" high pressure gas lines together on roof.

To disconnect (1) rooftop HVAC unit from 4"gas line andInstall onto 3"high pressure gas line.

To disconnect, remove gas regulators from (8) rooftop HVAC units, (3) unit heaters, (1) steam boiler, (1) hydronic

boiler and (1) water heater.

To tumover existing gas regulators to owner after removal.

To cap off gas piping to (8) rooftop HVAC unlls,(3) unit heaters, (1) steam boiler, (1) hydronic

boiler and (1) water heater fortesting purposes.

To retrofit gas supply to (8) rooftop HVAC units, (3) unit heaters, (1) steam boiler, (1) hydronic boiler and (1) water

heater where regulators are removed once gas test has been approved.

Toremove existing 2"gas pipe fromHVAC -24 and replace wilh new 3"as required.

To disconnect, remove and rig off roof existing gas piping from the following HVAC unils: 3, 10, 27 & 28.

To disconnect and dispose of gas piping to (3) Untt healers within loading dock.

To furnish and install new 4"gas line from new standard pressure 7M gas header up to HVAC unit 10.

To furnish and install new gas piping toHVAC units 3, 10, 27, 28 and (3) unit heaters based on NFPA-54 guidelines

for standard pressure gas.                                                                                                ·

To connect (3) 4"gasfines at new 7M gas header as required.

To furnish and Install required pipe roof supports for new gas piping.

Price includes rigging of new and oldpiping onto and off roof during normal business hours.

To perform witnessed pressure test on new standard pressure gas piping.

Price is based on that existing gas piping will hold 5 PSI pressure test.

Price Is based on that gas can beturned off tothe entire building atone time.

All work  tobe performed during normal Business hours.

Price is based on non-union labor.

86

Exclusions:

Any prime time.

Any guarantee existing gas piping will hold pressure test

Anytesting of high pressure gas piping

Any guarantee existing system is code compliant

Anycosts ofupgrading any existing violations.

Any cost ofpainting ofgas piping ifrequested

Any costs relating toconcealing of new gas line from roof to gas header

Any costs offinal sealing new gas piperoof penetration

Anycost of testing ofexisting gasregulators that are scheduled to remain as is.

Anycosts ofadding gas regulators lfrequired

NOTE:GastobuildingwilloffforseveraldaysduringretrofitgtgasJYstem

Submittedby,

Nicholas R.Hartcom

President

Hartcom Plumbing &Heating Inc.

87

7. Separate Compressed Air Feed.

88

COMPRESSEDAIRDISTRIBUTION.

The compressed air plant is located below grade on an exterior concrete slab and in an adjacent room in the Basement. A copper pipe line supplies compressed air to the both sides of the building from a 4" pipe that runs up the passenger elevator shaft above the second floor ceiling, and above the Atrium ceiling to the·ortglnal side of the building. There are two branches supplying CDA to Room 2107 and 2222on the new side of the building. There is an isolation valve in each room. The distribution in each room is around the perimeter above the ceiling.

In order to isolate the compressed air from the new building, the lines in those two rooms should be cut and capped after each isolation valve. The perimeter distribution and vertical drops can then be removed.

89

90

80 Arkay

Exhibit ''B"

1) Electric: The original  building and the addition  are served by separate electric services.

i)  SMSC  atSMSC's  cost shall make neceasary electlical altm'lltions to refeed HVACunits 16,I8,19&20thatservice the additlon to be fedftom the addition's service.

ii) Generator:SMSC at SMSC's  cost shall isolate the two generators toservice each electric service (one each) exoiusively ami independently.

iii) Compressor: SMSC shall refeed power to the compressor tobe fed from the original building's service.

2)  Building Management System:SMSC atSMSC's cost shall separate BMS system into twoindependentsystems, one Servingthe original building the other servingthe addition.

3) Baseboard  heating: SMSC litSMSC's  cost shall sever any baseboard heating serving the original building from the addition.

4) Natural Gas: SMSC at SMSC's cost shall seperate the gasservice to provide two independent services, one serving the original building the other serving the addition.

5) Domestic water service: The domestlc watershall becommon for the entire building and the SMSC shall payits proportionate  share of total building consumption.

6) Fire Sprinklers; The fire sprinkler service shall be common for the entirebuilding. SMSC shall payits proportionate for maintenance and testing of the service. SMSC shallberesponsibleforallsprinklerpiping,headsandassociated  elementssorvingthe addition.

7) Compressed AirPlant: SMSC at SMSC's cost shall isolate the compressed air piping toserve only the original building. SMSC shall be responsible for the maintenance andoperation of the Compressor.

8) Sanitary Sewer: Sanitary sewer shall becommon for the entire building. SMSC shall pay its proportionate share of total building sewer charges.

91

EXHIBIT F

INITIAL INTERIOR WORK

92

SMSC-80 ARKAY DRIVE-DWG. LIST

T-001.00	TITLE SHEET	2/16/2012
T-002.00	GENERAL NOTES	2/16/2012
SEP-001.01	SAFETY &EGRESS PLAN FIRST FLOOR	2/16/2012
SEP-001.05	SAFETY &EGRESS PLAN SECOND FLOOR	2/16/2012
A-000.01	PHASING PLANS FIRST FLOOR	2/16/2012
A-000.05	PHASING PLANS SECOND FLOOR	2/16/2012
D-001.01	DEMOLITION PLAN 1ST FL. LEVEL-NW NOTES AND LEGEND	2/16/2012
D-001.02	DEMOLITION PLAN 1ST FL. LEVEL-NE NOTES AND LEGEND	2/16/2012
D-001.03	DEMOLITION PLAN 1ST FL. LEVEL-SE NOTES AND LEGEND	2/16/2012
D-001.04	DEMOLITION PLAN 1ST FL. LEVEL-SW NOTES AND LEGEND	2/16/2012
D-001.05	DEMOLITION PLAN 2ND FL. LEVEL-NW NOTES AND LEGEND	2/16/2012
D-001.06	DEMOLITION PLAN 2ND FL. LEVEL-NE NOTES AND LEGEND	2/16/2012
D-001.07	DEMOLITION PLAN 2ND FL. LEVEL-SW NOTES AND LEGEND	2/16/2012
A-001.01	CONSTRUCT!ON PLAN 1ST FL. LEVEL-NW NOTES AND LEGEND	2/16/2012
A-001.02	CONSTRUCTION PLAN 1ST FL. LEVEL-NE NOTES AND LEGEND	2/16/2012
A-001.03	CONSTRUCTION PLAN 1ST FL. LEVEL-SE NOTES AND LEGEND	2/16/2012
A-001.04	CONSTRUCTION PLAN 1ST FL. LEVEL-SW NOTES AND LEGEND	2/16/2012
A-001.05	CONSTRUC110N PLAN 2ND FL. LEVEL-NW NOTES AND LEGEND	2/16/2012
A-001.06	CONSTRUCTION PLAN 2ND. LEVEL-SE NOTES AND LEGEND	2/16/2012
A-001.07	CONSTRUCTION PLAN 2ND FL. LEVEL-SW NOTES AND LEGEND	2/16/2012
A-002.01	REFLECTED CEILING PLAN 1ST FL. LEVEL-NW NOTES &LEGEND	2/16/2012
A-002.02	REFLECTED CEILING PLAN 1ST FL. LEVEL- NE NOTES &LEGEND	2/16/2012
A-002.03	REFLECTED CEILING PLAN 1ST FL. LEVEL-SE	2/16/2012
A-002.04	REFLECTED CEILING PLAN 1ST FL. LEVEL-SW	2/16/2012
A-002.05	REFLECTED CEILING PLAN 2NDFL. LEVEL-NW NOTES &LEGEND	2/16/2012
A-002.06	REFLECTED CEILING PLAN 2NDFL. LEVEL-SE NOTES &LEGEND	2/16/2012
A-002.07	REFLECTED CEILING PLAN 2NDFL. LEVEL-SW NOTES &LEGEND	2/16/2012
A-003.01	POWER &COM1v11.JNICATION 1ST FL. LEVEL NW NOTES &LEGEND	2/16/2012
A-003.02	POWER &COMMUNICATION 1ST FL. LEVEL NE NOTES &LEGEND	2/16/2012
A-003.03	POWER &COMMUNICATION 1ST FL. LEVEL SE NOTES &LEGEND	2/16/2012
A-003.04	POWER &COMMUNICATION 1ST FL. LEVEL SW NOTES &LEGEND	2/16/2012
A-003.05	POWER &CO"NIMUNICATION 2ND FL. LEVEL NW NOTES &LEGEND	2/16/2012
A-003.06	POWER &COMMUNICATION 2ND FL. LEVEL SE NOTES &LEGEND	2/16/2012
A-003.07	POWER &COMMUNICA'ITON 2ND FL. LEVEL SW NOTES &LEGEND	2/16/2012
A-004.01	FINISH PLAN 1ST FL. LEVEL NW NOTES AND LEGEND	2/16/2012
A-004.02	FINISH PLAl"\J 1ST FL. LEVEL NE NOTES AND LEGEND	2/16/2012
A-004.03	FINISH PLAN 1ST FL. LEVEL SE NOTES AND LEGEND	2/16/2012
A-004.04	FINISH PLAN I ST FL. LEVFL SW NOTES AND LEGEND	2/16/2012
A-004.05	FINISH PLAN 2ND FL. LEVEL NW NOTES AND LEGEND	2/16/2012
A-004.06	FINISH PLAN 2ND FL. LEVEL SE NOTES AND LEGEND	2/16/2012

93

A-004.07	FINISH PLAN 2ND FL.LEVEL SW	2/16/2012
A-005.00	DOOR AND HARDWARE SCHEDULE-DETAILS	2116/2012
A-006.00	MILLWORK ELEVATIONS AND SECTIONS	2/16/2012
F-001.00	GENERAL FIRESTOPPING DETAILS & NOTES	2/16/2012
F-002.00	GENERAL FIRESTOPPING DETAILS & NOTES CONTINUED	2/16/2012
E-100.00	GENERAL NOTES	2/16/2012
E-101.00	SYMBOL LEGEND	2/16/2012
E-200.00	WORK NOTES	2/16/2012
E-201.00	PARTIAL FIRST FLOOR DEMOLITION PLAN	2/16/2012
E-202.00	PARTIAL FIRST FLOOR DEMOLITION PLAN	2/16/2012
E-203.00	PARTIAL FIRST FLOOR DEMOLITION PLAN	2/16/2012
E-207.00	PARTIAL FIRST FLOOR DEMOLITION WORK PLAN	2/16/2012
E-208.00	PARTIAL FIRST FLOOR REFLECTED CEILING DEMOUTION WORK PLAN	2/16/2012
E-300.00	PARTIAL FIRST FLOOR REFLECTED CEILING DEMOUTION WORK PLAN	2/16/2012
E-402.00	PARTIAI, FIRST FLOOR POWER, DATA AND TELEPHONE NEW WORK PLAN	2/16/2012
E-406.00	PARTIAL FIRST FLOOR POWER NEW WORK PLAN	2/16/2012
E-407.00	PARTIAL FIRST FLOOR POWER NEW WORK PLAN	2/16/2012
E-500.00	PANEL SCHEDULES	2/16/2012
E-501.00	PANEL SCHEDULES	2/16/2012
E-502.00	PANEL SCHEDULES	2116/2012
E-503.00	PANEL SCHEDULES	2/16/2020
E-504.00	PANEL SCHEDULES	2/16/2020
E-600.00	ELECTRICAL RISER DIAGRAM	2/16/201
E-601.00	RISER DIAGRAM	2/16/2012
E-700.00	DETAILS	2/16/2012
E-701.00	DETAILS	2/16/2012
E-301.00	PARTIAL FIRST FLOOR REFLECTED CEILING NEW WORK PLAN	2/16/2012
E-302.00	PARTIAL FIRST FLOOR REFLECTED CEILING NEW WORK PLAN	2/16/2012
E-306.00	PARTIAL FIRST FLOOR REFLECTED CEILING NEW WORK PLAN	2/16/2012
E-400.00	PARTIAI, FIRST FLOOR POWER, DATA AND TELEPHONE NEW WORK PLAN	2/16/2012
E-401.00	PARTIAI, FIRST FLOOR POWER, DATA AND TELEPHONE NEW WORK PLAN	2/16/2012
E-402.00	PARTIAI, FIRST FLOOR POWER, DATA AND TELEPHONE NEW WORK PLAN	2/16/2012
M-100.00	MECHNICAL GENERAL NOTES AND LEGENDS	2/16/2012
M-200.00	PARTIAL FIRST FLOOR HVAC DEMOLITION PLAN	2/16/2012
M-201.00	PARTIAL FIRST FLOOR HVAC DEMOLITION PLAN	2/16/2012
M-300.00	PARTIAL FIRST FLOOR HVAC DEMOLITION PLAN	2/16/2012
M-301.00	PARTIAL FIRST FLOOR HVAC DEMOLITION PLAN	2/16/2012

94

M-302.00	PARTIAL FIRST FLOOR HVAC NEW WORK PLAN	2/16/2012
M-400.00	MECHANICAL DETAILS	2/16/2012
M-500.00	MECHANICAL SPECIFICATIONS	2/16/2012
P-100.00	PLUMBING GENERAL NOTES & LEGENDS	2/16/2012
P-200.00	PARTIAL FIRST FLOOR PLUMBING DEMOLITION WORK PLAN: PART-I	2/16/2012
P-201.00	PARTIAL FIRST FLOOR PLUMBING NEW WORK PLAN: PART-2 & 3	2/16/2012
P-400.00	PLUMBING SPECIFICATIONS	2/16/2012
FA-100.00	PARTIAL FIRST FLOOR FIRE ALARM NEW WORK PLAN	2/16/2012
FA-101.00	PARTIAL FIRST FLOOR FIRE ALARM NEW WORK PLAN	2/16/2012
FA-102.00	PARTIAL FIRST FLOOR FIRE ALARM NEW WORK PLAN	2/16/2012
FA-200.00	FIRE ALARM RISER DIAGRAM AND NOTES	2/16/2012
FA-103.00	PARTIAL FIRST FLOOR FIRE ALARM NEW WORK PLAN	2/16/2012
FA-201.00	FIRE ALARM NOTES	2/16/2012
SP-100.00	SPRINKLER SPECIFICATIONS	2/16/2012
SP-200.00	PAR11AL FIRST FLOOR SPRINKLER NEW WORK PLAN: PART- l, 2 & 3	2/16/2012
SP-202.00	PARTIAL FIRST FLOOR SPRINKLER DEMOLITIONS & NEW WORK PLAN: PART - 6	2/16/2012
SP-400.00	SPRINKLER DETAILS	2/16/2012
SP-500.00	CLEAN AGENT FIRE EXTINGUISING SYSTEM SPECIFICATIONS	2/16/2012

Contractor acknowledge receipt:

Contractor's Initial:

95

EXHIBIT G

96

 STANDARD FORM OF LOFT LEASE

 The Real Estate Board of New York, Inc.

Agreement of Lease, made as of this 13th day of March in the year 2012 between REP 80 ARKAY DRIVE, LLC party of the first part, herein after referred to as OWNER, and STANDARD MICROSYSTEMS CORPORATION party of the second part, hereinafter referred to as TENANT.

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from owner in the building known as                                                                             in the Borough of City of New York for the term of *                                ( or until such term shall sooner cease and expire as herein after provided) to commence on the *             day of in the year and to end on the*      day of                   in the year          and both dates inclusive, at the annual rental rate of *

*As set forth in the rider annexed hereto

Which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance on the first day of each month during said term, at the office of Owner or such other place as Owner may designate, without any setoff or deduction whatsoever, except that tenant shall pay the first monthly                                      installments(s) on the execution hereof (unless this lease be a renewal).

In the event that, at the commencement of the term of this lease, or thereafter, Tenant shall be in default in the payment of rent to Owner pursuant to the terms of another lease with Owner or with Owner’s predecessor in interest, Owner may at Owner’s option and without notice to Tenant add the amount of such arrears to any monthly installments of rent payable hereunder and the same shall be payable to Owner as additional rent.

The parties hereto, for themselves, their heirs, distribute, executors, administrators, legal representative, successors and assigns, hereby covenant as follows:

Rent:                          1. Tenant shall pay the rent as above and as hereinafter provided.

Occupancy:              2. Tenant shall use and occupy the demised premises for office, warehouse, manufacturing and laboratory use and for any other ancillary use related to Tenant’s business then operating at the Premises provided such use is in accordance with the certificate of occupancy for the building, if any, and for no other purpose.

Alterations:                               3.Tenant shall make no changes on or  to the demise premises of any nature without Owner's prior written consent. Subject to the prior written consent of Owner, and to the provisions of this article Tenant, at Tenant’s expense, may make alterations, installations, additions or improvements which are nonstructural and which do not affect utility services or plumbing and electrical lines, in or to the interior of the demised premises, using contractors or mechanics first approved in each instance by Owners. Tenant shall, at its expense, before making any alterations, additions, installations, or improvements obtain, and Owner shall cooperate with Tenant, at no cost or expesne to Owner, and execute such forms as Tenant may reasonably request to enable Tenant to obtain, all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof, and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner. Tenant agrees to carry, and will cause Tenant’s contractors and sub-contractors to carry, such worker’s compensation, commercial general liability, personal and property damage insurance as Owner may reasonably require. If any mechanic’s lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant whether or not done pursuant to this article, the same shall be discharged by Tenant within thirty (30) days after tenant has knowledge thereof thereafter, at Tenant’s expense, by payment of filing a bond as permitted by law. All fixtures and all paneling partitions, railings and like installations, installed in the demised premises at any time, either by Tenant or by Owner on Tenant’s behalf shall upon installation become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner by notice to Tenant given in accordance with Section 45 of this lease. no later than twenty (20) days prior to the date fixed as the termination of the lease. Elects to relinquish Owner’s right thereto and to have them removed by tenant, in which event the same shall be removed from the demised premises by Tenant prior to the expiration of the lease, at tenant’s expense. Nothing in this article shall be construed to give Owner title to, or to prevent Tenant’s removal of, trade fixtures, moveable office furniture and equipment, but upon removal of same from the demised premises, or upon removal of other installations as may be required by Owner. Tenant shall immediately and at its expense, repair and restore the demised premises to the condition existing prior to any such installations, and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in the demised premises after Tenant's removal shall be deemed abandoned and may at the election of Owner, either be retained as Owner's property or removed from the demised premises by Owner, at Tenants expense.

Repairs:                                      4. Owner shall maintain and repair the exterior of and public portions of the building. Tenant shall, throughout the term of this lease, take good care of the demised premises including the bathrooms and lavatory facilities contained therein, if any (if the demised premises encompasses the entire floor of the building), the windows and window frames, and the fixtures and appurtenances therein, and at Tenant's sole cost and expense promptly make all repairs thereto and to the building, whether structural or non-structural in nature, caused by, or resulting from, the carelessness, omission neglect or improper conduct of Tenant, Tenant's servants, employees, invitees, or licensees, and whether or not arising Tenant's conduct or omission, when required by other provisions of this lease, including article 6 Tenant shall also repair all damage to the building and the demised premises caused by moving of Tenant's fixtures, furniture or equipment. Al the aforesaid repairs shall be of quality or class equal to the original work or construction. If Tenant fails, after thirty (30) ten (10) days notice, to proceed with due diligence to make repairs required to be made by Tenant, the same may be made by Owner at the expense of Tenant and the expenses thereof incurred by Owner shall be collectible, as additional rent, after rendition of a bill or statement therefore. If the demised premises be or become infested with vermin, Tenant shall, at its expense, cause the same to be exterminated. Tenant shall give Owner prompt notice of any defective condition in any plumbing, heating system or electrical lines located in the demised premises, and following such notice. Owner shall remedy the condition with due diligence, but at the expense of Tenant, if repairs are necessitated by damage or injury attributable to Tenant, Tenant’s servants, agents, employees, invitees or licensees as foresaid. Except as specifically provided in Article 9 or elsewhere in this lease, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner, Tenant or others making or failing to make any repairs, alterations, additions or improvements in or any portion of the building or the demised premises, or in and to the fixtures, appurtenances or equipment thereof. In exercising the rights set forth herein, Owner will use commercially reasonable efforts to minimize interference or disruption to Tenant’s business and except in an emergency. Owner will provide Tenant with prior notice of any such repairs, alterations, additions or improvements. It is specifically agreed that Tenant shall not be entitled to any setoff or reduction of rent by reason of any failure of Owner to comply with the covenants of this or any other article of this lease. Tenant agrees that Tenant’s sole remedy at law in such instance will be by way of an action for damages for breach of contract. The provisions of this Article 4 with respect to the making of repairs shall not apply in the case of fire or other casualty with regard to Which Article 9 hereof shall apply.

Window Cleaning:                    5. Tenant will not clean nor require the permit, suffer or allow any window in the demisedpremises to be cleaned from the outside in violation of Section 202 of the New York State Labor Law or any other applicable law, or of the Rules of the Board of Standards and Appeals, or of any other Board or body having or asserting jurisdiction.

Requirements of law,

Fire Insurance,

Floor loads:                                6. Prior to the commencement of the lease term, if Tenant is then in possession and at all times thereafter. Tenant shall at Tenant’s sole cost and expense, promptly comply with all present and future laws, orders, and regulations of all state, federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, Insurance Services Office, or any similar body which shall impose any violation, order or duty upon Owner or Tenant with respect to the demised premise, whether or not arising out of Tenant’s particular use or manner of use thereof, or, with respect to building, if arising out of Tenant’s particular use or manner of use of the demised premises of the building (including, the use permitted under the lease). Except as provided in Article 30 hereof, nothing herein shall require Tenant to make structural repairs or alterations unless Tenant has, by its manner of use of the demised premises or method of operation therein, violated any such laws, ordinances, orders, rules, regulations or requirements with respect thereto. Tenant shall not do or permit any act or thing to be done in or to the demised premises which contrary to law, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Owner, or which shall or might subject Owner to any liability or responsibility to any person, or for property damage. Owner acknowledges that the mere use of the demised premises for purposes permitted under Section 51 of the Rider will not violate or conflict with any of Owner’s insurance policies for the Building. Tenant shall not keep anything in the demised premises except as now or hereafter permitted by the Fire

Department, Board of Fire Underwriters, Fire insurance Rating Organization and other authority having jurisdiction, and then only in such manner and such quantity so as not to increase the rate for the fire insurance applicable to the building, nor use the demised premises in a manner which will increase the insurance rate for the building or any property located therein over that in effect prior to the commencement of Tenant’s occupancy. If by reason of failure to comply with the foregoing the fire insurance rate shall, at the beginning of this lease or at any time thereafter, be higher than it otherwise would be, then tenant shall reimburse Owner, as additional rent hereunder, for that portion of all fire insurance premiums thereafter paid by Owner which shall have been charged because of such failure by Tenant. In any action or proceeding wherein Owner and Tenant are parties, a schedule or “make-up” or rate for the building or demised premises issued by a body making fire insurance rates applicable to send premises shall be presumptive conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to said premises. Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by Tenant, at Tenant’s expense in settings sufficient in Owner’s judgment to absorb and prevent vibration, noise and annoyance.

Subordination:                           7. This lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect such leases or the real property of which the demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such underlying leases and mortgages. This clause shall be self-operative and no further instrument or subordination shall be required by any ground or underlying lessor or by any mortgage, affecting any lease or the real property of which the demised premises are a part. In confirmation of such subordination, Tenant shall from time to time execute promptly any certificate that Owner may request.

Tenant’s Liability

Insurance Property loss,

damage, Indemnity:                  8. Owner or its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the building, nor for loss of, or damage to, any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by, or due to, the negligence or wilful misconduct of Owner, its agents, servants or employees; Owner or its agents shall not be liable for any damage caused by other tenants or persons in, upon or about said building or caused by operations in connection of any private, public or quasi public work unless caused by or due to the negligence or wilful misconduct of Owner, its agents, servants or employees. If at any time any windows of the demised premises are temporarily closed, darkened or bricked up, (or permanently closed, darkened or bricked up, if required by law) for any reason whatsoever including, but not limited to, Owner’s own acts. Owner shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefore nor abatement or diminution of rent, nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall indemnify and save harmless Owner against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Owner shall not be reimbursed by insurance, including reasonable attorney’s fees, paid, suffered or incurred as a result of any breach by Tenant, Tenant’s agents, contractors, employees, invitees, or licensees, of any covenant or condition of this lease or the carelessness, negligence or improper conduct of Tenant, Tenant’s agents, contractors, employees, invitees or licensees. Tenant’s liability under this lease extends to the acts and omissions of any subtenant. In case any action or proceeding is brought against Owner by reason of any such claim, Tenant upon written notice from owner, will at Tenant’s expense resist or defend such action or proceeding by counsel approved by Owner in writing such approved not be unreasonably withheld.

Destruction, Fire,

and Other Casualty:                 9. (a) If the demised premises or any part thereof shall be damaged by fire or other casualty, Tenant shall promptly upon notice thereof, give give immediate notice thereof to Owner and this lease shall continue in full force and effect except as hereinafter set forth. (b) If the demised premises are partially damaged or rendered partially unusable or materially inaccessible by fire or other casualty, the damages thereto shall be repaired by, and at the expense of, Owner, and the rent and other items of additional rent, until such repair shall be substantially completed, shall be apportioned from the day of following the casualty according to the part of the demised premises which is usable. (c) If the demised premises are totally damaged or rendered wholly unusable or wholly inaccessible by fire or other casualty, (it being acknowledged and agreed that “totally” and “wholly” shall mean damage to 75% or more of the useable area of the demised premises) then the rent and other items of additional rent as hereinafter expressly provided shall be proportionately paid up to the time of the casualty and henceforth shall cease until the date when the demised premises shall have been repaired and restored by Owner (or sooner reoccupied in part by Tenant then rent shall be apportioned as provided in subsection (b) above), subject to Owner’s right to elect not to restore the same as hereinafter provided (d) If the demised premises are rendered wholly unusable or wholly inaccessible (whether or not the demised premises are damaged in whole or in part) if the building shall be so damaged that Owner shall decide to demolish it or to not rebuild it, then in any of such events, Owner may elect to terminate this lease by written notice to Tenant, given within sixty (60) ninety (90) days after such fire or casualty, or thirty (30) days after adjustment of the insurance claim for such fire or casualty, whichever is sooner, specifying a date for the expiration of the lease, which date shall not be more than thirty (30) sixty (60) days after the giving of such notice, and upon the date specified in such notice the term of this lease shall expire as fully and completely as if such date were the date set forth above  for the termination of this lease, and Tenant shall forthwith quit, surrender and vacate the demised premises without prejudice however, to Owner’s rights and remedies against tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date, and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to tenant. Unless Owner shall serve a termination notice as provided for herein. Owner shall make the repairs and restorations under the conditions of (b) and (c) hereof, with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Owner’s control. After any such casualty. Tenant shall cooperate with Owner’s restoration by removing from the demised premises as promptly as reasonably possible; all of Tenant’s salvageable inventory and movable equipment, furniture, and other property, Tenant’s liability for rent shall resume five (5) business days after written notice from Owner that the demised premises are substantially ready for tenant’s occupancy. (e) Nothing contained to the contrary in subdivisions (a) through 9e) hereof, including Owner’s obligation to restore under subparagraph (b) above, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible, and to the extent permitted by law. Owner and tenant each hereby releases and waives all right of recovery with respect to subparagraphs (b), (d) and (c) above, against the other or any one claiming through or under each of them by way of subrogation or otherwise. The release and waiver herein referred to shall be deemed to include any loss or damage to the demised premises and/or to any personal property, equipment, trade fixtures, goods and merchandise located therein. Both Owner and Tenant shall obtain property insurance policies that The foregoing release and waiver shall be in force only if both release insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium within ten (10) days after written demand or shall be deemed to have agreed that the party obtaining insurance coverage shall be free of any further obligation under the provisions hereof with respect to waiver of subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant’s furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by Tenant, and agrees that Owner will not be obligated to repair any damage thereto or replace the same (f) Tenant hereby waives the provisions of this article shall govern and control in lieu thereof.

Eminent domain:                        10. If the whole or any material part of the demised premises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired terms of said lease. Tenant shall have the right to make an independent claim to the condemning authority for the value of Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the terms of the lease to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce Owner’s award. All Rent and Additional rent shall be pro-rated and adjusted to the date of the vesting of title

Assignment

Mortgage Etc.:                           11. Tenant, for itself, its heirs, distributes, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Owner in each instance. Which consent shall not be unreasonably withheld, conditioned or delayed. Transfer of the majority of the stock of corporate Tenant or the majority interest in any partnership or other legal entity which is Tenant shall be deemed as assignment. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may after default by Tenant, collect rent from the assignee, undertenants or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underlying, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Owner to an assignment or under letting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or under letting.

Electric Current:                      12. Rates and condition in respect to sub metering or rent inclusion as the case may be to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installations and Tenant may not use any electrical equipment which in Owner’s opinion reasonably exercised, will overload such installations or interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service shall in no way make Owner liable or responsible to Tenant for any loss damages or expenses which Tenant may sustain.

Access to Premises:                13. Owner or Owner’s agents shall have the right (but shall not be obligated) to enter the demised premises in any emergency at any time and at other reasonable times, upon reasonable prior notice to examine the same and to make such repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to any portion of the building, or which Owner may elect to perform in the demised premises after Tenant’s failure to make repairs, after reasonable notice of the need to make same or perform any work which Tenant is obligated to perform under this lease, after reasonable notice of the need to make same or for the purpose of complying with laws, regulations and other directions of governmental authorities. Tenant shall permit Owner to use, maintain and replace pipes, ducts, and conduits in and through the demised premises, and to erect new pipes, ducts, and conduits therein provided such pipes and conduits do not materially and adversely reduce the usable area of the demised premises and, wherever possible, that they are within walls or otherwise concealed. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction, nor shall Tenant be entitled to any abatement of rent while such work is in progress, nor to any damages by reason of loss or interruption of business or otherwise. Owner shall use commercially reasonable efforts to minimize interference with the conduct of tenant’s business in connection with Owner’s exercise of the rights set forth herein. Throughout the term hereof Owner shall have the right to enter the demised premises at reasonable hours for the purpose of showing the same to prospective purchasers or mortgagees of the building, and during the last twelve (12) six (6) months of the term for the purpose of showing the same to prospective tenants, and may during said twelve (12) six (6) months period, place upon the demised premises the usual notices “To Let” and “For sale” which notices Tenant shall permit to remain thereon without molestation. If Tenant is not present to open and permit an entry into the demised premises, Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly, and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents liable therefore, nor in any event shall the obligations of tenant hereunder be affected. If during the last month of the term Tenant shall have removed all or substantially all of Tenant’s property there front, Owner may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent or incurring liability to tenant for any compensation and such act shall have no effect on this lease on Tenant’s obligation hereunder.

Vault, Vault

Space. Area:                               14. No vaults vault space or Enclosed or covered, not of the building is leased hereunder anything contained in or in indicated on any sketch blue print or plan, or anything contained elsewhere in this lease to the contrary notwithstanding Owner makes no representation on to the location of the property line of the building. All vaults and vault space and all such areas not within the property line of the building, which Tenant may ne permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility Owner shall not be subject to any liability, nor shall Tenant be entitled to any compensation or diminution or requisition to deemed constructive or actual eviction any tax fee or charge of municipal authorities for such vault or area shall be paid by Tenant, if used by Tenant, whether or not specifically leased hereunder.

Occupancy:                                15. Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which the demised premises are a part Tenant has inspected the demised premises and accepts them as is, subject to the riders annexed hereto with respect to Owner’s work if any. In any event Owner makes no representation as to the condition of the demised premises and Tenant agrees to accept the same subject to violations whether or not of record. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business, Tenant shall be responsible for and shall procure and maintain such license or permit.

Bankruptcy:                               16 (a)  Anything elsewhere in this lease to the cancelled by Owner by sending of a written Notice to Tenant within a reasonable time after the happening of any one or more of the following Events (1) the commencement of a case in bankruptcy or under the laws of any state naming Tenant (or a guarantor of any of any of Tenant’s obligations under this lease) as the debtor, which, if involuntary is not dismissed within ninety (90) days after filing, or (2) the making by Tenant (or a guarantor of any of Tenant’s obligations under this lease) of an assignment or any other arrangement for the benefit of creditors under any state statute. Neither Tenant nor any person claiming through or under Tenant, or by reason of any statute or order of court shall thereafter be entitled to possession of the premises demised, but shall forthwith quit and surrender the demised premises .If this lease shall be assigned in accordance with its terms, the provisions of this Article 16 shall be applicable only to the party then owning Tenant’s interest in this lease.

(b) It is stipulated and agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any other provisions of this lease to the contrary be entitled to recover from Tenant, as and for liquidated damages an amount equal to the difference between the rental reserved hereunder for the unexpired portion of the term demised and the fair reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum. If the demised premises or any part thereof be relet by Owner for the unexpired term of said lease, or any part thereof, before presentation of proof of such liquidated damages to any court, commission, or tribunal the amount of rent reserved upon such reletting shall be deemed to be the fair and reasonable rental value for the part or the whole of the demised premises so re-let during the term of re-letting. Nothing here in contained shall limit or prejudice the right of the Owner to prove for and obtain as liquidated damages by reasons of such termination, an amount equal to the maximum allowed by any statute or role of law in effect at the time when and governing proceedings in which such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

Default :                                      17. (1) If Tenant defaults in fulfilling any of the covenants of this lease other than covenants for the payment of rent or additional rent, or if the demised premises becomes vacant or deserted, or if this lease be rejected under §365 of Title 11 of the U.S Code (Bank bankruptcy Code); or if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the demised shall be taken or occupied by someone other than the Tenant, or if Tenant shall be in default with respect to any other lease between Owner and Tenant, or if Tenant shall have failed after five (5) days written notices to redeposit with Owner may portion of the security deposited here under which Owner law applied to the payment of any rent and additional rent due and payable hereunder or if Tenant fails to move into or take possession of the demised premises within thirty (30) days after the commencement of the rent of this lease, of which fact Owner shall be the sole judge; then in any one or more of such events, upon Owner serving a fifteen (15) thirty (30) days notice upon Tenant specifying the nature of said default, upon the expiration of said fifteen (15) thirty (30) days, if Tenant shall have fail to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said fifteen (15) thirty (30) day period and if Tenant shall not have diligently commenced during such default within such fifteen (15) thirty (30) day period, and shall not thereafter with reasonable diligently and in good faith, proceed to remedy of cure such default, then Owner may serve a written five (5) days notice of cancellation of this lease upon Tenant, and upon the expiration of said five (5) days this lease under term there under shall end and expire as fully and completely as if the expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term there of, and Tenant shall then quit and surrender the demised premises to Owner, but Tenant shall remain liable as herein after provided.

(2)  If the notice provided  for in (1) hereof shall have been given and the term shall expire as aforesaid: or if Tenant shall be default in the payment of the rent reserved here in or any item of additional  rent herein mentioned and such default is not cured within five (5) business days after written notice from Owner to Tenant or any part of either, or in making any other payment herein required then and in any of such events, Owner may without additional notice, re-enter the demised premises either by force or otherwise, and dispossess Tenant by summary proceedings or otherwise, and the legal representative of Tenant or other occupant of the demised premises, and remove their effects and hold the demised premises as if this lease had not been made, and Tenant hereby waves the service of notice of intention to re-enter or to institute legal proceedings to that end. If Tenant shall make default hereunder prior to the date fixed as the commencement of any renewal or extension of this lease. Owner may cancel and terminate such renewal or extension agreement by written notice.

Remedies of Owner

and Waiver of

Redemption:                               18. In case of any such default, re-entry, expiration and/or disposses by summary proceedings or otherwise, (a) the rent, and additional rent, shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, (b) Owner may re-let the demised premises or any part or parts thereof, either in the name of Owner or otherwise, for a term or terms, which may at Owner’s option be less than or exceed the period which would otherwise have constituted the balance of the terms of this lease, and may grant concession or free rent or change a higher rental than that in this lease, (c) Tenant or the legal representatives of Tenant shall also pay to Owner as liquidated damages for the failure of Tenant to observe and perform and Tenant’s covenants herein contained any deficiency between the rent hereby reserved and or covenanted to be paid and the net amount, if any of the rents collected on account of the subsequent lease or leases of the demised premises for each month of the period which would otherwise have constituted the balance of the term of this lease. The failure of Owner to re-let the demised premises or any part or parts thereof shall not release or affect Tenant’s liability for damages. In computing such liquidated damages there shall be added to the said deficiency such reasonable expenses as Owner may incur in connection with re-letting, such as legal expenses, reasonable attorneys fees, brokerage, advertising and for keeping the demised premises in good order or for preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this lease, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Owner to collect the deficiency for any subsequent month by a similar proceeding. Owner in putting the demised premises in good order or preparing the same for re-rental may, at Owner’s option, make such alterations, repairs, replacements, and/or decorations in the demised premises as Owner, in Owner’s sole judgment, considers advisable and necessary for the purpose of re-letting the demised premises, and the making of such alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever for failure to re-let the demised premises, or in the event that the demised premises are re-let, for failure to collect the rent thereof under such re-letting, and in no event shall Tenant be entitled to receive any excess, if any, of such net rents collected over the sums payable by Tenant to Owner hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Owner shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for Mention in this lease of any particular remedy shall not preclude Owner from any other remedy, in law or in equity. Tenant hereby expressly waives any and/or rights of redemption granted by or under any present or future laws.

Fees and Expenses:                   19. If Tenant shall default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under, or by virtue of, any of the terms or provisions in any article of this lease, after notice if required  and upon expiration  of the applicable grace period , if any, (except in an emergency), then, unless otherwise provided elsewhere in this lease, Owner may immediately, or at any time thereafter, and without additional notice, perform the obligation of Tenant thereunder. If Owner in connection with the foregoing, or in connection with any default by Tenant in the covenant to pay rent hereunder, makes any expenditures or incur any obligations for the payment of money, including but not limited to reasonable attorneys fees, instituting, prosecuting or defending any action or proceeding and prevents in any such action or proceeding, then Tenant will reimburse Owner for such sums so paid or obligations incurred with interest and costs. The foregoing reasonable expenses incurred by reason of Tenant’s default shall be deemed to be additional rent hereunder and shall be paid by Tenant to Owner within ten (10) thirty (30) days of rendition of any bill or statement to Tenant therefore. If Tenant’s lease term shall have expired at the time of making of such expenditures or incurring of such obligations, such sums shall be recoverable by Owner as damages.

Building Alterations

and Management:                     20. Owner shall have the right at any time, without the same constituting an eviction and without incurring liability to Tenant therefore, to change the arrangement and or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the building and to change the name, number or designation by which the building may be known, provided such change does not decrease or increase the rentable square feet of the demised premises.  There shall be no allowance to Tenant for discrimination  of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or other Tenant making any repairs in the building or any such alterations, additions and improvements. Furthermore Tenant shall have any claim against Owner by reason of Owner’s imposition of any controls of the manner access to the building by Tenant’s social or business visitors, as Owner may necessary for the security of the building and its occupants.

No Representations

by Owner:                                   21. Neither Owner nor Owner’s agents have made any representations or promises with respect to the physical condition of the building, the land upon which it is erected, the demised premises, the rents, leases, expenses of operations, or any other matter or thing affecting or related to the demise premises or the building except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provision of this lease. Tenant has inspected the building and the demised premises and is thoroughly acquainted with their condition and agrees to take the same “as-is” on the date possession is tendered, and acknowledges that the taking of possession of the demised premises by Tenant shall be convulsive evidence that the said premises, and the building of which the same form a part, were in good and satisfactory condition at the time such possession was so taken except as to latent defeats. All understandings and agreements heretofore made between the parties here to are merged in this contract, which alone fully and completely expresses the agreement between Owner and Tenant, and any executory agreement hereafter  made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against when enforcement of the change modification, discharge or abandonment is sought.

End of Term:                              22. Upon the expiration or other termination of the term of this lease. Tenant shall quit and surrender to Owner the demised premises, “broom-clean” in good order and condition, ordinary wear,  damage by fire or other casualty and damages which Tenant is not required to repair as provided elsewhere in this lease excepted, and Tenant shall remove all its property from the demised premises except as otherwise provided herein. Tenant’s obligation to observe or perform this covenant shall survive the expiration or other termination of this lease. If the last day of the term of this lease, or any renewal thereof, falls on Sunday, this lease shall expire at noon on the preceding Saturday, unless it be a legal holiday, in which case it shall expire at noon on the preceding business day.

Quite Enjoyment:                      23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and additional rent and observing and performing all the terms, covenants and conditions, on Tenant’s part to be observed and performed. Tenant may peaceably and quietly enjoy the premises hereby demised, subject, nevertheless, to the terms and conditions of the lease including, but not limited to, Article 34 hereof, and to the ground leases, underlying leases and mortgages hereinbefore mentioned.

Failure to Give

Possession:                                24. If Owner is unable to give possession of the demised premises on the date of the commencement of the term hereof because of the holding-over or retention of possession of any tenant, undertenant or occupants, or if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured, or if Owner has not completed any work required to be performed by Owner, or for any other reason. Owner shall not be subject to any liability for failure to give possession on said date and the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any way to extend the term of this lease, but the rent payable hereunder shall be abated (provided Tenant is not responsible for Owner’s inability to obtain possession or complete any work required) until after Owner shall have given Tenant notice that Owner is able to deliver possession in the condition required by this lease. If permission is given to Tenant to enter into possession of the demised premises or to occupy premises other than the demised premises, prior to the date specified as the commencement of the term of this lease. Tenant covenants and agrees that such possession and/or occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this lease, except the obligation to pay the fixed annual rent set forth in page one of this lease. The provisions of this article are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

No waiver:                                   25. The failure of Owner or Tenant to seek redress for violation of, or to insist upon the strict performance of, any convenient or condition of this lease, or of any of the Rules and Regulations, set forth or hereafter adopted by Owner, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by owner of rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach, and no provision of this lease shall be deemed to have been waived by either party Owner unless such waiver be in writing signed by such party Owner. No payment by Tenant, or receipt by Owner, of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than an account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner’s right to recover the balance of such rent or pursue any other remedy in this lease provided. All checks tendered to Owner as and for the rent of the demised premises shall be deemed payments for the account of Tenant. Acceptance by Owner of rent from anyone other than Tenant shall not be deemed to operate as an attornment to Owner by the payor of such rent, or as a consent by Owner to an assignment or subletting by Tenant of the demised premises to such payor or as a modification of the provisions of the lease. No act or thing done by Owner or Owner’s agents during the term hereby demised shall be deemed an acceptance of a surrender of said premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or Owner’s agent shall have any power to accept the keys of said premises prior to the termination of the lease, and the delivery of keys to any such agent or employee shall not operate as a termination of the lease or a surrender of the demised premises.

Waiver of Trial

 by Jury:                                      26. It is mutually agreed by and between Owner and Tenant that the respective parties hereto shall, and they hereby do, waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this lease, the relationship of Owner and Tenant, Tenant’s use of or occupancy of demised premises and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Owner commences and proceeding or action for possession, including a summary proceeding for possession of the demised premises. Tenant will not interpose any counterclaim of whatever nature or description which are not mandatory to preserve such claim under applicable lawin any such proceeding, including a counterclaim under Article 4, except for statutory mandatory conduct claims.

Inability to Perform:                27. This lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenanted and agreements hereunder on part of Tenant to be performed shall in no way be affected, impaired or excused because Owner is unable to fulfill any of  its obligations under this lease, or to supply, or is delayed in supplying, any service expressly or impliedly to be supplied, or is unable to make, or is delayed in making, any repairs, additions, alterations or decorations, or is unable to supply, or is delayed in supplying, any equipment, fixtures or other materials, if Owner is prevented or delayed from doing so by reason of strike or labor troubles, or any cause whatsoever beyond Owner’s sole control including, but not limited to, government preemption or restriction, or by reason of any rule, order or regulation of any department or subdivision thereof of any government agency, or by reason of the conditions which have been or are affected, either directly or indirectly, by war or other emergency.

Rider to be added

if necessary

Bills and Notices:                     28. Except as otherwise in this lease provided, any notice, statement, demand or other communication  required or permitted to be given, rendered or made by either party to the other, pursuant to this lease or pursuant to any applicable law or requirement of public authority, shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered or made, if sent by registered or certified mail (express mail, if available), return receipt requested, or by courier guaranteeing overnight delivery and furnishing a receipt in evidence thereof, addressed to the other party at the address herein above set forth (except that after the date specified as the commencement of the term of this lease. Tenant’s address, unless Tenant shall give notice to the contrary, shall be the building), and shall be deemed to have been given, rendered or made (a) on the date delivered, if delivered to Tenant personally, (b) on the date delivered, if delivered by overnight courier or (c) on the date which is two (2) days after being mailed. Either party may, by notice as aforesaid, designate a different address or addresses for notice, statements, demand or other communications intended for it. Notices given by Owner’s managing agent shall be deemed a valid notice if addressed and set in accordance with the provisions of this Article. At Owner’s option, notices and bills to Tenant may be sent by hand delivery.

Water Charges :                      29. If Tenant requires, uses or consumes water for any purpose in addition to ordinary lavatory purposes (of which fact Owner shall be the sole judge) Owner may install a water meter and thereby measure Tenant’s water consumption for all purposes. Tenant shall pay Owner for the cost of the meter and the cost of installation. Throughout the duration of Tenant’s occupancy, Tennant shall keep said meter and installation equipment in good working order and repair at Tenant’s own cost and expense. In the event Tenant fails to maintain the meter and installation equipment in good working order and repair (of which fact Owner shall be the sole judge) Owner may cause such meter and equipment to be replaced or repaired, and collect the cost thereof from Tenant as additional rent. Tenant agrees to pay for water consumed, as shown on said meter ad and when bills are rendered, and in the event Tenant defaults in the making of such payment, Owner may pay such charges and collect the same from Tenant as additional rent. Tenant covenants and agrees to pay, as additional rent, the sewer rent, charge or any other tax, rent or levy which no or hereafter is assessed, imposed or a lien upon the law demised premises, or the reality of which they are a part, pursuant to any law, order or regulation made or issued in connection with the use, consumption, maintenance or supply of water, the water system or sewage or sewage connection or system. If the building, the demised premises, or any part thereof , is supplied with water through a meter through which water is also supplied to other premises. Tenant shall pay to Owner, as additional rent, on the first day of each month.*        %              ($XXXXXXXXX) of the total meter charges as Tenant’s portion. Independently of, and in addition to, any of the remedies reserved to Owner hereinabove or elsewhere in this lease. Owner may sue for and collect any monies to be paid by Tenant, or paid by Owner, for any of the reasons or purposes hereinabove set forth.

Sprinklers:                                30. Anything elsewhere in this lease to the contrary notwithstanding, if the New York Board of Fire Underwriters or the New York Fire Insurance Exchange or any bureau, department or official of the federal, state or city government recommended or require the installation of the sprinkler system, or that any changes, modifications, alterations, or additional sprinkler hands or other equipment be made or supplied in an existing sprinkler system by reason of Tenant’s business, the location of partitions, trade fixtures, or other contents of the demised premises, or for any other reason, or if any such sprinkler system installations, modifications, alterations, additional sprinkler heads or other such equipment, become necessary to prevent the imposition of a penalty or charge against the full allowances for a sprinkler system in the fire insurance rate set by said Exchange or any other body making fire insurance rates, or by any fire insurance company. Tenant shall, at tenant’s expense, promptly make such sprinkler system installations, changes, modifications, alterations. And supply additional sprinkler heads or other equipment is required, whether the work involved shall be structural or non-structural in nature. Tenant shall pay to Owner as additional rent the sum of            $       *, on the first day of each month during the term of this lease, as Tenant’s portion of the contract price for sprinkler supervisory service.

Elevators, Heat, Cleaning:       31. As long as Tenant is not in default under any the covenants of this lease, beyond the applicable grace period provided in this lease for the curing of such defaults, Owner shall: (a) provide necessary passenger elevator facilities on business days from 8 a.m to 6 p.m and on Saturdays from 8 am to 1p.m: (b) if freight elevator service is provided, same shall be provided only on regular business days. Monday through Friday incisive, and on those days only between the hours of 9 am and 12 non and between 1 p.m and 5 p.m : (c) subject to the further provisions of the Rider to this lease, furnish heat, water and other services supplied by Owner to the demised premises when and as required by law on business days from 8 a.m to 6 p.m and on Saturdays from 8 am to 1 p.m : (d) subject to the further provisions of the Rider to this lease, clean the public halls and public portions of the building which are used in common by all tenants. Tenant shall, at Tenant’s expense, keep the demised premises, including the windows, clean and in order, to the reasonable satisfaction of Owner, and for that purpose shall employ person or persons, or cooperation’s approved by Owner. Tenant shall pay to Owner the cost of removal of any of Tenant’s refuse and rubbish from the building. Bills for the same shall be rendered by Owner to Tenant at such time as Owner may elect, and shall be due and payable hereunder, and the amount of such bills shall be deemed to be, and be paid as additional rent. Tenant shall, however, have the option of independently contracting for the removal of such rubbish and refuse in the event that Tenant does not wish to have same done by employees of Owner. Under such circumstances, however, the removal of such refuse and rubbish by others shall be subject to such rules and regulations as, in the judgment of Owner, are necessary for the proper operation of the building. Owner reserves the right to stop service of the heating, elevator, plumbing and electric systems, when necessary, by reason of accident or emergency, or for repairs, alterations, replacements or improvements, which in the judgment of Owner are desirable or necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. If the building of which the demised premises are a part supplies manually operated elevator service, Owner may proceed diligently with alterations necessary to substitute automatic control elevator service without in any way affecting the obligations of Tenant hereunder. Owner shall perform all such work in a good and workmanlike manner and shall use commercially reasonable efforts to minimize interference with Tenant’s business at the Demised Premises.

*Tenant’s Proportionate Share

Security:                                     32.Tenant has deposited with Owner the sum of $              as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, or any other sum as to which Tenant is in default, or for any sum which Owner may expend, or may be required to expend, by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be replenished to its former amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to tenant after the date fixed as the end of the lease, and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Owner shall have the right to transfer the security to the Vendee or lessee, and Owner shall thereupon be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the new Owner solely for the return of the said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the monies deposited herein as security, and the neither Owner nor its successor or assigns shall be bound by any such assignment, encumbrance, attempted assignment or exempted encumbrance.

Captions:                                     33. The Captions are inserted as a matter of convenience and for reference, and in no way define, limit or describe the scope of this lease nor the intent of any provision thereof.

Definitions:                                34. The term “Owner” as used in this lease means only the owner of the fee or of the leasehold of the building, or the mortgagee in possession for the time being, of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales or conveyance, assignment or transfer of said land and building, or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, from the date of the sale or lease and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, grantee, assignee or transferee or any such sale, or the said lessee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner hereunder from the date of the sale or lease. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning. The term “rent” includes the annual rental rate whether so expressed or expressed in monthly installments, and “additional rent.” “Additional rent” means all sums which shall be due to Owner from Tenant under this lease, in addition to the annual rental rate. The term “business days” as used in this lease, shall exclude Saturdays, Sundays and all days observed by the State or Federal Government as legal holidays, and those designated as holidays by the applicable building service union employees service contract, or by the applicable Operating Engineers contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld, such consent shall not be unreasonably delayed.

Adjacent Excavation

Shoring:                                     35. If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized to be be made, Tenant shall afford to the person causing or authorized to cause such excavation, a license to enter upon the demised premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building, of which demised premises form a part, from injury or damage, and to support the same by proper foundations, without any claim for damages or indemnity against Owner, or abatement of rent.

Rules and Regulations:           36. Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with the Rules and Regulations annexed hereto and such other and further reasonable Rules and Regulations as Owner or Owner’s agent may from time to time adopt. Notice of any additional Rules or Regulations shall be given in accordance with the notice provisions of this lease. in such manner as Owner may elect. In case Tenant disputes the reasonableness of any additional Rules or Regulations hereafter made or adopted by Owner or Owner’s agents, the parties hereto agree to submit the question of the reasonableness of such Rules or Regulations for decision to the New York office of the American Arbitration Association, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rules or Regulations upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice, in writing, upon Owner, within fifteen (15) days after the giving of notice thereof. Nothing in this lease contained shall be constructed to impose upon Owner any or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, as against any other tenant, and Owner shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Notwithstanding the foregoing, Owner covenants and agrees that it will not enforce any rules and regulations in a manner designed to unfairly discriminate against Tenant.

Glass:                                           37. Owner shall replace, at the expense of Tenant, any and all plate and other glass damaged or broken from any cause whatsoever in and about the demised premises Owner may insure, and keep insured, at Tenant’s expense, all plate and other glass in the demised premises for and in the name of Owner. Bills for the premiums therefore shall be rendered by Owner to Tenant at such times as Owner may elect, and shall be due from, and payable by Tenant when rendered and the amount thereof shall be deemed to be, and be paid as, additional rent.

Estoppel Certificate:                 38. Tenant, at any time, and from time to time, upon at least ten (10) days prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to any other person, firm or corporation specified by Owner, a statement certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the rent and additional rent have been paid, stating whether or not there exists any defaults by Owner under this lease, and, if so, specifying each such default and such other information as shall be required reasonably of Tenant.

Directory Board

Listing:                                      39. If, at the request of , and as accommodation to, Tenant, Owner shall place upon the directory board in the lobby of the building, one or more names of persons or entities other than Tenant, such directory board listing shall not be construed as the consent by Owner to an assignment or subletting by Tenant to such persons or entities.

Successors and Assigns:        40. The covenants conditions and agreements contained in this lease shall bind and more to the benefit of Owner and Tenant and their respective heirs, distributes, executors, administrators, successors, and except as otherwise provided in this lease, their assigns. Tenant shall look only to Owner’s estate and interest in the land and building for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) against Owner in the event of any default by Owner hereunder, and no other property or assets of such Owner (or any partners, member, officer or director thereof, disclosed and undisclosed), shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under, or with respect to this lease the relationship of Owner and Tenant hereunder, or Tenant’s  use and occupancy of the demised premises.

SEE RIDER ANNEXED HERE TO AND MADE A PART HEREOF

In witness thereof, Owner and Tenant have respectively signed and sealed this lease as of the day and year first above written.

	REP 80 ARKAY DRIVE, LLC
	By: Rechler Management, LLC,
	its manager
Witness for Owner:
	By:	/s/
	STANDARD MICROSYSTEMS CORPORATION
Witness for Tenant:
	By:

ACKNOWLEDGEMENT

STATE OF NEW YORK,

SS:

COUNTY OF

On the _________________ day of ____________ in the year________, before me, the undersigned, a Notary Public in and for said state, personally appeared_____________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual (s) whose name (s) is (are) subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/her/their capacity(ies), and that by his/her/their signatures(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

NOTARY PUBLIC

IMPORTANT – PLEASE READ

RULES AND REGULATIONS ATTACHED TO AND MADE APART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 36

1.  The sidewalks, entrances, driveways passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by Tenant or used for any purpose other than for ingress or egress from the demised premises for delivery of merchandise and equipment in a prompt and efficient manner, using elevators and passageways designated for such delivery by Owner. There shall not be used in any space, or in the public hall of the building, either by Tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tyres and side guards. If said premises are situated on the ground floor of the building, Tenant shall further, at Tenants expense keep the side walk and curb in front of said premises clean and free from                dirt and rubbish. Notwithstanding the foregoing Tenant shall be permitted to utilize pallet jacks within the Demised Premises for the transportation of the paper and other supplies within the Demised Premises.

2.  The water and wash closest and plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed, and no sweepings, rubbish, rags, acids or other substance shall be deposited therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant whether or not caused by Tenant, its clerks, agents, employees or visitors.

3.  No carpet, rug or other article shall be hung or shaken out of any window of the building and Tenant shall not sweep or throw, or permit to be swept or thrown substances from the demised premises, any dirt or other substance into any of the corridors of halls, elevators or out of the doors or windows or stairways of the building. and Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the demised premises or permit or suffer the demised premises to be occupied or used in a manner offensive or objectionable to owner or other occupants of the building by reason of noise,  odors and or vibrations or interfere in any way with other Tenants or those having business therein, nor shall any bicycles, vehicles, animals (other than “service animals”), fish or birds be kept in or about the building. Smoking or carrying lighted cigars or cigarettes in the elevators of the building is prohibited.

4.  No awnings or other projections shall be attached to the outside walls of the building without the prior written consent of Owner.

5. No sign, advertisement, notice or other lettering shall be exhibited, inscribed painted or affixed by Tenant on any part of the outside of the demised premises or the building, or on the inside of the demised premises if the same is visible from the outside of the demised premises without the prior written consent of Owner. Except that the name of Tenant may appear on the entrance door of the demised premises in the event of the violation of the foregoing by Tenant. Owner may remove same without any liability and may charge the expense incurred by such removal to Tenant. Interior signs on door and directory tablet shall be inscribed, painted or affixed for Tenant by Owner at the expense of Tenant, and shall be of a size, color and style acceptable to owner.

6.  Tenant shall not mark, paint, drill into, or anyway deface any part of the demised premises or the building of which they form a part. No boring, cutting on stringing of wires shall be permitted, except as otherwise permitted by this lease with the prior written consent of Owner, and as Owner may direct. Tenant shall not lay linoleum, or other similar floor covering, so that the same shall come in direct contact with the floor of demised premises and if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited.

7.  No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or mechanism thereof. Tenant must, upon the termination of his tenancy, restore to owner all keys of stores, offices and toilet rooms either furnished to, or otherwise procured by Tenant and in the event of the loss of any keys, so furnished, Tenant shall pay to owner the cost of thereof. Notwithstanding the foregoing, Tenant shall be permitted to utilize the locks and keys currently existing at the Demised Premises so long as Landlord is provided with copies of all keys and/or codes related thereto.

8.  Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the demised premises only on the freight elevators and through the service entrances and corridors, and only during hours, and in a manner approved by Owner. Owner reserves the right to inspect all freight to be reasonably brought in to the building, and to exclude from the building all freight which violates any of these Rules and Regulations of the lease, of which these Rules and Regulations are a part. Notwithstanding the foregoing. Tenant shall be permitted to use the passenger elevators at the Building for the transfer of material and equipment for the lower level of the Building to the Demised Premises, so long as such use does not occur between 8:00 a.m. and 10:00 a.m. or 4:00 p.m. to 6:00 p.m. on weekdays.

9.  Tenant shall not obtain for use upon the demised premises ice, drinking water, towel and other similar services, or accept barbering or bootblacking services in the demised premises, except from persons authorized by Owner and at hours and under regulations fixed by Owner Canvassing, soliciting and peddling in the building is prohibited and Tenant shall cooperate to prevent the same.

10.  Owner reserves the right to exclude from the building  of persons who do not present a pass to the building signed by Owner Owner will furnish passes to persons for  whom any Tenant requests same in writing. Tenant shall be responsible for whom it requests such pass, and shall be liable to Owner for all acts of such persons. Notwithstanding the foregoing, Owner shall not be required to allow Tenant or any person to enter or remain in the building, except  on business days from 8:00a.m to 6:00a.m. and on Saturdays from 8:00a.m. to 1:00p.m. Tenant shall not have the claim against Owner by reason of Owner excluding from the building any person who does not present such pass.

11.  Owner shall have the right to prohibit any advertising by Tenant which in Owner’s opinion, lends to impair the reputation of the building or its desirability reasonable  as a loft building, and upon written notice from Owner. Tenant shall refrain from or discontinue such advertising.

12.  Except as otherwise set forth in this lease, Tenant shall not bring or permit to be brought or kept in or on the demised premises, any inflammable, combustible, explosive or hazardous fluid, material, chemical, or substance, or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors, to permeate in, or emanate from, the demised premises.

13.  Tenant shall not use the demised premises in manner which materially disturbs or interferes with other tenants in the beneficial use of their premises.

14. Refuse and Trash (1) Compliance by Tenant. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future loss, orders and regulations, of all state, federal, municipal and local government, departments, commissions and boards regarding the collection, sorting, separation and recycling  of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Owner. Tenant shall remove or cause to be removed by a contractor acceptable to Owner at Owner’s sole discretion, such items as Owner may expressly designate. (2) Owner’s Rights in Event of Noncompliance, Owner has the option to refuse to collect or accept from Tenant waste products, garbage, refuse or trash (a) that is not separated and sorted as required by law or (b) which consist such items as Owner may expressly designate for Tenant’s removal, and to require Tenant to arrange for such collection at Tenant’s sole cost and expense, utilizing a contractor satisfactory to Owner Tenant shall pay all costs, expenses, fines, penalties or damages that may be imposed on Owner or Tenant by reason of Tenant’s failure to comply with the provisions of this Building Rule 14, and at Tenant’s sole cost and expense shall indemnity defend and hold Owner harmless (including) reasonable legal fees and expenses) from and against any actions, claims and suits arising from such non compliance utilizing counsel reasonably satisfactory to Owner

Security:                                    32.Tenant has deposited with Owner the sum of $           as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, or any other sum as to which Tenant is in default, or for any sum which Owner may expend, or may be required to expend, by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be replenished to its former amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of the lease, and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Owner shall have the right to transfer the security to the Vendee or lessee, and Owner shall thereupon be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the new Owner solely for the return of the said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the monies deposited herein as security, and the neither Owner nor its successor or assigns shall be bound by any such assignment, encumbrance, attempted assignment or exempted encumbrance.

Captions:                                     33. The Captions are inserted as a matter of convenience and for reference, and in no way define, limit or describe the scope of this lease nor the intent of any provision thereof.

Definitions:                                34. The term “Owner” as used in this lease means only the owner of the fee or of the leasehold of the building, or the mortgagee in possession for the time being, of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales or conveyance, assignment or transfer of said land and building or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, from the date of the sale or lease and it shall be deemed and constructed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, grantee, assignee or transferee or any such sale, or the said lessee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner hereunder from the date of the sale or lease. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning. The term “rent” includes the annual rental rate whether so expressed or expressed in monthly installments, and “additional rent.” “Additional rent” means all sums which shall be due to Owner from Tenant under this lease, in addition to the annual rental rate. The term “business days” as used in this lease, shall exclude Saturdays, Sundays and all days observed by the State or Federal Government as legal holidays, and those designated as holidays by the applicable building service union employees service contract, or by the applicable Operating Engineers contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld, such consent shall not be unreasonably delayed.

Adjacent Excavation

Shoring:                                     35. If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized the be made, Tenant shall afford to the person causing or authorized to cause such excavation, a license to enter upon the demised premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building, of which demised premises form a part, from injury or damage, and to support the same by proper foundations, without any claim for damages or indemnity against Owner, or abatement of rent.

Rules and Regulations:           36. Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with the Rules and Regulations annexed hereto and such other and further reasonable Rules and Regulations as Owner or Owner’s agent may from time to time adopt. Notice of any additional Rules or Regulations shall be given in accordance with the notice provisions of this lease in such manner as Owner may elect. In case Tenant disputes the reasonableness of any additional Rules or Regulations hereafter made or adopted by Owner or Owner’s agents, the parties hereto agree to submit the question of the reasonableness of such Rules or Regulations for decision to the New York office of the American Arbitration Association, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rules or Regulations upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice, in writing, upon Owner, within fifteen (15) days after the giving of notice thereof. Nothing in this lease contained shall be constructed to impose upon Owner any or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, as against any other tenant, and Owner shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Notwithstanding the foregoing, Owner covenants and agrees that it will not enforce any rules and regulations in a manner designed to unfairly discriminate against Tenant.

Glass:                                          37. Owner shall replace, at the expense of Tenant, any and all plate and other glass damaged or broken from any cause whatsoever in and about the demised premises Owner may insure, and keep insured, at Tenant’s expense, all plate and other glass in the demised premises for and in the name of Owner. Bills for the premiums therefore shall be rendered by Owner to Tenant at such times as Owner may elect, and shall be due from, and payable by Tenant when rendered and the amount thereof shall be deemed to be, and be paid as, additional rent.

Estoppel Certificate:                 38. Tenant, at any time, and from time to time, upon at least ten (10) days prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to any other person, firm or corporation specified by Owner, a statement certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the rent and additional rent have been paid, stating whether or not there exists any defaults by Owner under this lease, and, if so, specifying each such default and such other information as shall be required reasonably of Tenant.

Directory Board Listing:        39. If, at the request of, and as accommodation to, Tenant, Owner shall place upon the directory board in the lobby of the building, one or more names of persons or entities other than Tenant, such directory board listing shall not be construed as the consent by Owner to an assignment or subletting by Tenant to such persons or entities.

Successors and Assigns:        40. The covenants conditions and agreements contained in this lease shall bind and more to the benefit of Owner and tenant and their respective heirs, distributes, executors, administrators, successors, and except as otherwise provided in this lease, their assigns. Tenant shall look only to Owner’s estate and interest in the land and building for the satisfaction of Tenant’s remedies for the collection of a judgment ( or other judicial process) against Owner in the event of any default by Owner hereunder, and no other property or assets of such Owner (or any partners, member, officer or director thereof, disclosed and undisclosed), shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under, or with respect to this lease the relationship of Owner and Tenant hereunder, or Tenant’s  use and occupancy of the demised premises.

SEE RIDER ANNEXED HERE TO AND MADE A PART HEREOF

In witness thereof, Owner and Tenant have respectively signed and sealed this lease as of the day and year first above written.

Witness for Owner:
	By:	/s/
	STANDARD MICROSYSTEMS CORPORATION
Witness for Tenant:
	By:

ACKNOWLEDGEMENT

STATE OF NEW YORK,

SS:

COUNTY OF

On the _________________ day of ____________ in the year________, before me, the undersigned, a Notary Public in and for said state, personally appeared_____________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual (s) whose name (s) is (are) subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/her/their capacity(ies), and that by his/her/their signatures(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

NOTARY PUBLIC

RIDER TO LEASE dated March 13, 2012 between REP 80 Arkay Drive, LLC, as Owner, and Standard Microsystems Corporation, as Tenant

41.  Definitions.

(a)       For purposes of this lease, the term "Building" shall mean the building located at 80 Arkay Drive, Hauppauge, New York of which the Demised Premises form a part, and the term "Real Property" shall mean the Building, any constituent units comprising the Building, and the land and improvements appurtenant to and used in connection with the Building. The parties hereby stipulate and agree that the Demised Premises as depicted in the annexed Exhibit "A' (herein referred to as the "Demised Premises" or the "demised premises") contain 10,217 rentable square feet of space in the Building containing 202,894 rentable square feet which constitutes 5.04 percent of the area of the Building ("Tenant's Proportionate Share").  For the purposes of this rider, all references to the term "Landlord" shall mean and refer to Owner.

(b)       On even date herewith, pursuant to an assignment and assumption of lease between Tenant, as assignor, and Landlord, as assignee, Landlord became the lessee under that certain Lease Agreement (the "IDA Lease") with Suffolk County Industrial Development Agency (the "Agency"), as lessor, for the Real Property. In light of the foregoing, although this lease is a sublease between Landlord, as sublandlord, and Tenant, as subtenant, this lease shall be referred to herein as a lease, not a sublease, Landlord shall be referred to as "Landlord" and not a sublandlord, and Tenant shall be referred to as "Tenant" and not a subtenant.

42.  Term.

(a)       The term ("Term", "term" or "Demised Term") of this lease, Tenant's right to occupy the Demised Premises and Tenant's obligation to pay Rent (as defined in Paragraph 43 hereof) and all items of additional rent shall commence on March 13,2012  (the "Commencement Date"). The Term of this lease shall expire on the day preceding the day which is fifteen (15) years after (x) the Commencement Date (but only if the Commencement Date occurred on the first day of a calendar month) or (y) the first day of the first full calendar month following the Commencement Date (if the Commencement Date did not occur on the first day of a calendar month) (the "Expiration Date").

(b)       A "Lease Year" shall be comprised of a period of twelve (12) consecutive months. The first Lease Year shall commence on the Commencement Date but, notwithstanding the first sentence of this paragraph, if the Commencement Date is not the first day of a month, then the first Lease Year shall include the additional period from the Commencement Date to the end of the then current month.  Each succeeding Lease Year shall end on the anniversary date of the last day of the preceding Lease Year. For example, if the Commencement Date is June 1, 2011, the first Lease Year would begin on June 1, 2011, and end on May 31,2012, and each succeeding Lease Year would end on May 31st. If, however, the Commencement Date is June 2, 2011 the first Lease Year would end on June 30, 2012, the second Lease Year would commence on July 1, 2012, and each succeeding Lease Year would end on June 30th.

43.  Rent.

(a)       During the term of this lease, Tenant shall pay minimum annual rent ("Base Rent") as follows:

During the first Lease Year, the Base Rent shall be $148,146.50, payable in equal monthly installments of $12,345.54.

During the second Lease Year, the Base Rent shall be $152,590.90, payable in equal monthly installments of $12,715.91.

During the third Lease Year, the Base Rent shall be $157,168.63, payable in equal monthly installments of $13,097.39.

During the fourth Lease Year, the Base Rent shall be $161,883.69, payable in equal monthly installments of $13,490.31.

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During the fifth Lease Year, the Base Rent shall be $166,740.20, payable in equal monthly installments of $13,895.02.

During the sixth Lease Year, the Base Rent shall be $171,742.41, payable in equal monthly installments of $14,311.87.

During the seventh Lease Year, the Base Rent shall be $176,894.68, payable in equal monthly installments of $14,741.22.

During the eighth Lease Year, the Base Rent shall be $182,201.52, payable in equal monthly installments of $15,183.46.

During the ninth Lease Year, the Base Rent shall be $187,667.57, payable in equal monthly installments of $15,638.96.

During the tenth Lease Year, the Base Rent shall be $193,297.60, payable in equal monthly installments of $16,108.13.

During the eleventh Lease Year, the Base Rent shall be $199,096.53, payable in equal monthly installments of $16,591.38.

During the twelfth Lease Year, the Base Rent shall be $205,069.43, payable in equal monthly installments of $17,089.12.

During the thirteenth Lease Year, the Base Rent shall be $211,221.51, payable in equal monthly installments of $17,601.79.

During the fourteenth Lease Year, the Base Rent shall be $217,558.16, payable in equal monthly installments of $18,129.85.

During the fifteenth Lease Year, the Base Rent shall be $224,084.90, payable in equal monthly installments of $18,673.74.

(b)       Additionally, should the Commencement Date be a date other than the first day of a calendar month, Tenant shall pay a pro rata portion of the Base Rent on a per diem basis, based upon the second full calendar month of the first Lease Year, from such date to and including the last day of that current calendar month, and the first Lease Year shall include said partial month. The Base Rent payable for such partial month shall be in addition to the Rent payable pursuant to the Base Rent schedule set forth above.

(c)       The minimum annual rent hereinabove provided for shall be in addition to all other payments to be made by Tenant as herein provided except as set forth to the contrary in this lease.

(d)       Any sums of money required to be paid by Tenant to Landlord in addition to the Base Rent reserved under this Paragraph 43, shall be deemed additional rent (which together with the Base Rent shall be sometimes herein referred to as "Rent"), shall be paid without deduction or offset, and in the event Tenant fails to pay such additional rent, Landlord shall be entitled to the same remedies under this lease or by law, as are available to Landlord for the nonpayment of Base Rent, including, without limitation, summary dispossess proceedings.

(e)       Tenant is hereby authorized and directed to make all payments of Rent and additional rent and other amounts payable by Tenant as follows:(i) if payment is made by wire transfer, wired to M&T Bank, Buffalo, New York, ABA# 022000046, Account#11000911296 Account Name: REP 80 Arkay Drive LLC, or (ii) if payment is made by check, mailed by regular US mail, to c/o Rechler Equity Partners, 85 South Service Road, Plainview, New York 11803.

(f)        The parties are entering into this Lease as part of a sale-leaseback transaction, whereby Tenant is assigning its leasehold interest in the Real Property to Landlord and is leasing back the Demised Premises from Landlord.  Tenant is providing Landlord with purchase money financing in connection with such transaction, which financing will be secured by a mortgage against the Real Property (the "Purchase Money Mortgage").  In the event Landlord defaults, beyond any applicable notice and grace periods provided therein for the cure thereof, in the payment of any principal and/or interest payable pursuant to the Purchase Money Mortgage, then Tenant shall be permitted to offset such unpaid amounts against the next due installment(s) of Rent payable hereunder.

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44.       Utilities.  As long as Tenant is not in default under this lease, Landlord, during the hours of 8:00 A.M. to 6:00 P.M. on weekdays and on Saturdays from 8:00 A.M. to 1:00 P.M. ("Working Hours"), excluding legal holidays, shall furnish the Demised Premises with heat and air-conditioning in the respective seasons (in accordance with the specifications set forth in Schedule "B" annexed hereto), and provide the Demised Premises with electricity for lighting and usual office equipment, as set forth in Schedule "B".  Throughout the Term, Tenant shall pay to Landlord, as additional rent, the sum of $2,852.25 per month for NORMAL SERVICE (as defined in Schedule "B" annexed hereto and subject to escalation in accordance with the terms thereof); such amount to be paid in advance on the first day of each month, except that Tenant shall pay the first monthly installment thereof upon execution of this lease. At any hours other than the aforementioned, such services will be provided at Tenant's  expense in accordance with Schedule "B". If any portion of Tenant's electrical consumption is measured by an electrical submeter(s), whether in connection with a supplemental cooling system or otherwise, then Tenant shall also pay to Landlord, as additional rent within thirty (30) days following demand, Landlord's reasonable charges for such electrical consumption.  Further, Landlord hereby agrees that Tenant may submeter the electrical service for the panel that provides power for Tenant's compressors, dryers, filters and auxiliary equipment. In such case, the AHU equipment in such panel shall be relocated by Tenant to another panel so that the panel to be submetered will be segregated from all other equipment and/or loads in the Building. All work relating to the foregoing shall be performed by Tenant, at Tenant's sole cost and expense, and otherwise in strict accordance with all other provisions of this Lease including, without limitation, the provisions of Paragraph 45 hereof. Tenant shall also pay to Landlord, as additional rent within thirty (30) days following demand, Landlord's charges (at cost) for electrical consumption as measured by such submeter.

45.  Alterations.

(a)       Tenant shall make no changes in or to the Demised Premises which are of a structural nature or which affect the exterior of the Building without Landlord's prior written consent, which consent may be granted or withheld in its sole discretion. Notwithstanding anything contained herein to the contrary, Landlord shall not unreasonably withhold or delay its consent to any proposed non­ structural and interior Alteration, provided that Landlord shall have the right to require Tenant to employ Landlord or its construction affiliate to perform any Material Alteration (as hereinafter defined) so long as the cost is competitive with qualified, third party contractors. The term "Material Alteration", as used herein, means any Alteration which may, in the opinion of Landlord (i)be structural in nature; (ii) affect the exterior or any structural portions or components of the Building; (iii) be visible from outside of the Demised Premises; (iv) affect the usage or proper functioning of any of the Building systems (including, without limitation, the heating, ventilation, air conditioning, plumbing, electrical, sprinkler or security systems serving the Building); (v) jeopardize health safety or life safety; (vi) require a change to the certificate of occupancy for the Building; (vii) require the issuance of a building permit or other authorization by any governmental or quasi-governmental entity exercising jurisdiction over the Building; (viii) require the consent of any mortgagee or ground lessor of the Building and/or the Real Property; (ix) cause any previously non-mandatory legal requirement to become a mandatory legal requirement with regard to the Building (including, without limitation, any such legal requirement set forth in the Americans with Disabilities Act); or (x) have a cost of completion in excess of $25,000.00.  Supplementing Paragraph 3 of the printed form portion of this lease, any amount billed by Landlord's construction affiliate in connection with any work performed on behalf of Tenant shall be deemed to be additional rent for purposes of this lease.  Further supplementing Paragraph 3 of the printed form portion of this lease, with respect to any and all alterations, installations, additions and improvements (each, an "Alteration") permitted by Landlord to be performed by or on behalf of Tenant in the Demised Premises, Tenant will deliver to Landlord certificates evidencing Worker's Compensation Insurance and Contractor's  General Liability Insurance in the amount reasonably satisfactory to Landlord (but in no event less than the amounts set forth in paragraph 59 herein) prior to the commencement of such work.  Any and all Alterations and any and all structures or fixtures, except those fixtures described on Exhibit "B" annexed hereto and made a part hereof and/or movable trade fixtures not attached to the realty, installed by or on behalf of Tenant shall be deemed attached to the freehold and automatically become the property of Landlord upon installation, unless Landlord shall elect, in writing, otherwise (such written notice to be delivered to Tenant with Landlord's consent of the Alteration(s), if consent is required, or within fifteen (15) days after Tenant's written notice to Landlord of the Alteration(s), if no consent is required).  If Landlord elects to have Tenant remove same at the expiration of the term of this lease, Tenant shall, prior to the expiration or sooner termination of the term of this lease, perform such removal and repair, at its own cost and expense, any damage to the Demised Premises caused by said removal. Notwithstanding the foregoing removal requirements, Landlord may, at its option, in lieu of requiring Tenant to perform such removal and restoration, invoice Tenant for the good faith estimated cost for performing such work and Tenant shall pay such invoice, as additional rent, within thirty (30) days of such invoice.  All Alterations (other than Tenant's Demising Work [as hereinafter defined] and those performed by Landlord or its construction affiliate) made to the Demised Premises shall be subject to Landlord's construction inspection fee of 10% of the cost thereof  which  shall  be  payable,  as  additional  rent,  to  Landlord's   construction  affiliate. Notwithstanding the foregoing, the aforementioned construction inspection fee shall be reduced to 5% with respect to any installations, changes, modifications or alterations made by Tenant to the sprinkler systems and/or sprinkler equipment serving the Demised Premises (as more particularly set forth in Paragraph 30 of the printed form portion of this lease).  In receiving such fee, neither Landlord nor Landlord's construction affiliate assumes any responsibility for the quality or manner in which such work is performed.  Subject to all of the terms and conditions of this Paragraph and Paragraph 3 of the printed form portion of this lease, Tenant shall construct any demising walls required in connection with Tenant's initial occupancy of the Demised Premises ("Tenant's Demising Work").   Tenant's  Demising Work shall be performed within thirty (30) days of the Commencement Date. In the event Tenant has not completed Tenant's Demising Work within the aforementioned timeframe, Landlord shall have the right (but not the obligation) to perform Tenant's Demising Work at Tenant's sole cost and expense.  With respect to any mechanic's lien for which Tenant is responsible for removing or bonding hereunder, Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord in connection therewith (including, without limitation, reasonable attorneys fees and disbursements of Landlord and any sums payable to Landlord's lender in connection therewith).

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(b)       Tenant shall not be permitted to make, or to engage a contractor or artist to make, any Alterations, decorations, installations, additions or other improvements ("Visual Alteration") which may be considered a work of visual art of any kind, and/or which might fall within the protections of the Visual Artists Rights Act of 1990 ("VARA") unless: (i) Tenant obtains, from each artist and/or contractor who will be involved in said Visual Alteration, valid written waivers of such artist's and/or contractor's rights under VARA in form and content reasonably acceptable to Landlord; and (ii) Landlord consents to such Visual Alteration in writing (which consent shall not be unreasonably withheld or delayed).  In the event that a claim is brought under VARA with respect to any Visual Alteration performed in or about the Building by or at the request of Tenant or Tenant's agents or employees, Tenant shall indemnifY and hold harmless Landlord against and from any and all such claims. If any action or proceeding shall be brought against Landlord by reason of such claim under VARA, Tenant agrees that Tenant, at its expense, will resist and defend such action or proceeding and will employ counsel reasonably satisfactory to Landlord therefor. Tenant shall also pay any and all damages sustained by Landlord as a result of such claim, including, without limitation, reasonable attorney's fees and the actual, out-of-pocket cost to Landlord of complying with VARA protections (which shall include damages sustained as a result of Landlord's inability to remove Visual Alterations from the Demised Premises).  The provisions of this  Paragraph 45(b) shall survive the expiration or sooner termination of this lease.

46.  INTENTIONALLYOMITTED

47. INTENTIONALLYOMITTED

48.       Cleaning/Repairs.  Landlord, at its expense (except as set forth otherwise on Schedule "A") shall perform the cleaning services listed on Schedule "A" annexed hereto in accordance with the provisions thereof.   Landlord agrees that, for the first Lease Year, Landlord shall either (y) use Tenant's  current vendors for services at the Real Property, or (z) in the event Tenant's  current vendors are not performing the required services to Landlord's reasonable satisfaction, utilize vendors with pricing structures and service levels reasonably comparable to the pricing structures of Tenant's current vendors.  From and after the second Lease Year, Landlord agrees to use vendors whose rates and service levels are reasonably competitive with those of other vendors offering similar services for comparable buildings. Notwithstanding anything contained to the contrary in this lease, in the event that, at any time, a supplemental air conditioning unit or units service the Demised Premises, Tenant shall, at its own cost and expense, maintain, repair and replace, as necessary, such supplemental air conditioning unit or units (and all of the components thereof). Accordingly, Tenant shall at all times obtain and keep in full force and effect for the benefit of Landlord and Tenant with a responsible company doing business in Suffolk County a service, repair and maintenance contract with respect to the supplemental heating, ventilating and air conditioning systems servicing the Demised Premises. A copy of such contract and renewals thereof shall, upon issuance and thereafter not later than ten (10) days prior to expiration, be furnished to Landlord together with evidence of payment therefor.  If any portion of Tenant's electrical consumption is measured by an electrical submeter(s), whether in connection with a supplemental cooling system or otherwise, then Tenant shall also pay to Landlord, as additional rent within ten (I0) days following demand, Landlord's reasonable charges for such electrical consumption.

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(b)       Notwithstanding anything to the contrary contained in this lease, if there exists the need for a repair in the Demised Premises for which Landlord is responsible hereunder (other than an Emergency Repair [as hereinafter defined] or an Immediate Repair [as hereinafter defined]), and Landlord has failed to either (i) commence and diligently pursue the completion of such repair, or (ii) deliver written notice to Tenant disputing the necessity of, or Landlord's responsibility for, the subject repair (either such action being herein referred to as a "Landlord Repair Response"), within thirty (30) days following written notice thereof by Tenant, then Tenant may deliver a five (5) business day notice of Tenant's intention to arrange for the performance of the subject repair for the account of Landlord. If there has still not occurred a Landlord Repair Response by the expiration of the aforementioned five (5) business day period, then Tenant may arrange for the performance of the subject repair and Landlord shall promptly reimburse Tenant for the reasonable, out-of-pocket expenses incurred by Tenant in connection therewith. However, Tenant acknowledges and agrees that (y) the exercise by Tenant of the foregoing self-help right shall be limited to the boundaries of the Demised Premises only or, subject to the further restrictions set forth in subsection (z) below, those portions of the Building which Tenant is entitled to use pursuant to this lease or which materially adversely affects Tenant's access to and use of the Demised Premises, and (z) if any aspect(s) of the repair or restoration work would affect, touch or concern the Building systems or the common areas and/or exterior portions of the Building, then Tenant shall only engage a subcontractor(s) approved by Landlord for the performance of the subject work. For purposes of this Paragraph 48(b) only, the term "Emergency Repair" shall mean and refer to any repair which, if not promptly performed, will likely result in imminent material harm to persons and/or personal property. In the event an Emergency Repair is necessary, Tenant shall be permitted to immediately perform the Emergency Repair, as set forth herein, without notice to Landlord. For purposes of this Paragraph 48(b) only, the term "Immediate Repair" shall mean and refer to any repair which, if not promptly performed, will materially and adversely affect Tenant's normal use and occupancy of the Demised Premises.  In the event an Immediate Repair is necessary, Tenant shall be permitted to perform the Immediate Repair, as set forth herein, in the event Landlord has failed to commence such Immediate Repair within three (3) business days of written  notice from Tenant of the need for such Immediate Repair.

49.  Taxes.

(a)       As used in and for the purposes of this Paragraph 49, the following definitions shall apply:

(i)         "Taxes" shall be the real estate taxes, assessments, special or otherwise, sewer rents, rates and charges, and any other governmental charges, general, specific, ordinary or extraordinary, foreseen or unforeseen, levied on a calendar year or fiscal year basis against the Real Property. If at any time during the Term the method of taxation prevailing at the date hereof shall be altered so that there shall be levied, assessed or imposed in lieu of, or as in addition to, or as a substitute for, the whole or any part of the taxes, levies, impositions or charges now levied, assessed or imposed on all or any part of the Real Property (w) a tax, assessment, levy, imposition or charge based upon the rents received by Landlord, whether or not wholly or partially as a capital levy or otherwise, or (x) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Real Property and imposed on Landlord, or (y) a license fee measured by the rent payable by Tenant to Landlord, or (z) any other tax, levy, imposition, charge or license fee however described or imposed; then all such taxes, levies, impositions, charges or license fees or any part thereof, so measured or based, shall be deemed to be Taxes. Except as otherwise set forth in the preceding sentence, the term "Taxes" shall not include federal, state or local income taxes; occupancy or rental taxes; taxes on gross receipts or profits; franchise, gift, transfer, excise, capital stock, estate or inheritance taxes; penalties and/or interest for late payments.

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(ii)        "Base Year Taxes" shall mean the Taxes actually due and payable with respect to the 2010/2011 fiscal tax year, as finally determined. Notwithstanding the foregoing, "Base Year Taxes" shall be reset upon the expiration of the current Agency tax abatement currently affecting the Real Property and/or as of the commencement of any new tax abatement period provided by the Agency with respect to the Real Property should further or additional tax abatements be granted by the Agency.

(iii)       "Escalation Year" shall mean any fiscal tax year following the 2010/2011 fiscal tax year which shall include any part of the Term.

(b)       Tenant shall pay Landlord increases in Taxes levied against the Real Property as follows:  If the Taxes actually due and payable with respect to the Real Property in any Escalation Year, as finally determined, shall be increased above the Base Year Taxes, then the Tenant shall pay to the Landlord, as additional rent for such Escalation Year, a sum equal to Tenant's Proportionate Share of said increase ("Tenant's Tax Payment" or "Tax Payment").

(c)       Landlord shall render to Tenant a statement containing a computation of Tenant's Tax Payment ("Landlord's Statement").   Each Tax Payment with respect to Taxes levied for a calendar or fiscal year, as applicable, which begins prior to the Commencement Date or ends after the expiration or earlier termination of this lease, and any tax refund pursuant to Paragraph 49(e), shall be prorated to correspond to that portion of such calendar year or fiscal year, as applicable, occurring within the Term. Within thirty (30) days after the rendition of the Landlord's Statement, Tenant shall pay to Landlord the amount of Tenant's Tax Payment. At Landlord's option, on the first day of each month following the rendition of each Landlord's  Statement, Tenant shall pay to Landlord, on account of Tenant's  next Tax Payment, a sum equal to one-twelfth (1/12th)  of Tenant's last Tax Payment due hereunder, which sum shall be subject to reasonable adjustment (no more than once per calendar year) for subsequent increases in Taxes.

(d)       If during the Term, Taxes are required to be paid by Landlord as a tax escrow payment to a mortgagee, then, at Landlord's option, the installments of Tenant's Tax Payment shall be correspondingly accelerated so that Tenant's Tax Payment or any installment thereof shall be due and payable by Tenant to Landlord at least thirty (30) days prior to the date such payment is due to such mortgagee.

(e)       Tenant shall not, without Landlord's prior written consent, institute or maintain any action, proceeding or application in any court or other governmental authority for the purpose of changing the Taxes (a "Tax Contest"). If, as a result of a Tax Contest, Landlord receives a refund of Taxes attributable to any tax year or tax years occurring during the Term, then, provided Tenant had made full payment of Tenant's Tax Payment for all affected Lease Years, Landlord shall recalculate each affected Tenant's Tax Payment based upon the finally determined Taxes for each affected tax year and deliver a revised Landlord's  Statement to Tenant.  If the Tenant's  Tax Payment on the revised Landlord's  Statement exceeds the amount paid by Tenant for the original Tenant's  Tax Payment, then Tenant shall pay to Landlord such excess, as additional rent, within fifteen (15) days of the delivery of the revised Landlord's Statement.  In the event that the amount paid by Tenant for the original Tenant's Tax Payment exceeds the amount of the revised Tenant's Tax Payment, then Landlord, at its option, shall either refund such excess to Tenant, or credit such excess to Tenant towards the next due installment(s) of Taxes.  Landlord shall have the right to either, in Landlord's sole discretion, (i) include in the calculation of Taxes (for a subsequent tax year), the actual, out-of­-pocket costs and expenses incurred by Landlord in instituting and prosecuting a Tax Contest hereunder, or (ii)  deduct from any refund that may become due to Tenant as a result of the Tax Contest, Tenant's Proportionate Share of the actual, out-of-pocket costs and expenses incurred by Landlord in instituting and prosecuting a Tax Contest hereunder.

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(f)       Landlord's failure to render a Landlord's Statement with respect to any Escalation Year shall not prejudice Landlord's  right to render a Landlord's  Statement with respect to any Escalation Year, provided, however, that, notwithstanding the foregoing, Landlord's failure to render a Landlord's Statement within three (3) years after the end of the applicable Escalation Year shall be deemed a waiver of Landlord's  right to collect any such payment from Tenant for the period in question.  The obligations of Tenant under the provisions of this Article with respect to any additional rent for any Escalation Year shall survive the expiration or any sooner termination of the Demised Term  for a period of three (3) years following the later of the scheduled date of expiration of the Term or the date on which Tenant has fully surrendered and vacated the Demised Premises in the condition required under this lease.

(g)       Notwithstanding anything contained to the contrary in this Paragraph 49, if any increase in Taxes shall be due to improvements made or performed by or on behalf of Tenant, such increases shall be paid in full by Tenant each year without apportionment.

50.       Landlord's Financing.  At the request of Landlord, Tenant agrees to furnish Landlord with a current financial statement prepared by a certified public accountant or any other instrument which may be needed by Landlord for purposes of financing or selling the Real Property.  Notwithstanding the foregoing, in the event the capital stock of Tenant is then traded on a National Exchange (as defined under Federal securities law) and Tenant's most recent 10-K (and, if more recent 10-Q)is readily available to the public for review (i.e., via the internet), Landlord shall obtain same from such sources.  If, in connection with obtaining financing for the Real Property, a banking, insurance or other recognized institutional lender shall request reasonable modifications in this lease as a condition to such financing, Tenant will enter into an agreement reflecting such modifications provided that such modifications do not increase the obligations of Tenant hereunder, diminish the rights of Tenant hereunder or materially adversely affect the leasehold interest hereby created.

51.  Use.

(a)       Tenant covenants that the Demised Premises will not be used so as to adversely interfere with other tenants in the Building. Tenant also covenants that no noise or noxious fumes or odors will be created by Tenant so as to adversely interfere with the quiet enjoyment of the other tenants of their respective demised portions of the Building. Landlord shall be the sole judge on the question of noise, noxious fumes and odors, which judgment shall be exercised reasonably by Landlord. Notwithstanding the foregoing, Landlord acknowledges that the normal and customary operation of a semi-conductor business as currently conducted shall not be deemed to adversely interfere with other tenants in the Building or create noise, noxious fumes or odors which adversely interfere with other tenants' quiet enjoyment of their respective demised portions of the Building.

(b)       Tenant shall provide and maintain, at its expense, the hand-held fire extinguishers that are required to be maintained in Demised Premises by the governmental agency having jurisdiction over this matter.

(c)       Tenant shall not obstruct or encumber, or cause to be obstructed or encumbered, the sidewalks, area ways or other public portions of the Real Property, without limitation, the parking area, driveways and access areas adjacent to the Demised Premises and used in conjunction therewith; nor shall Tenant use same nor permit same to be used for any purpose other than ingress and egress to and from the Demised Premises.  However, Tenant may use, on an exclusive basis together with Landlord, the loading area appurtenant to the Demised Premises for loading and unloading.  In exercising Landlord's right to use the aforementioned loading area, Landlord shall provide Tenant with prior notice of such entry (except in the event of an emergency), and shall use commercially reasonable efforts to (i) minimize interference with the conduct of Tenant's business at the Demised Premises, and (ii) avoid damaging any of Tenant's property located therein.  Tenant shall not store any materials, goods or other items outside the building or the Demised Premises including, without limitation, inventory, furniture or equipment, except that Tenant shall have the right to store equipment and materials within the outdoor storage area currently being utilized by Tenant at the Real Property, subject to compliance with all applicable laws, codes, ordinances, rules and regulations applicable with respect to such storage.  Notwithstanding anything to the contrary contained in this lease, Landlord agrees that Tenant's employees shall have the right to store bicycles for their personal use either within the Demised Premises or in a bicycle storage area outside of the Building in a location designated by Landlord.

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(d)       Tenant shall, at its own cost and expense, procure all necessary certificates, permits, orders or licenses which may be required for the conduct of its business by any governmental statute, regulation, ordinance or agency and that all governmental requirements relating to the use or uses of the Demised Premises by the Tenant shall be complied with by the Tenant at its own cost and expense.

(e)       Tenant agrees that the value of the Demised Premises and the reputation of the Landlord will be seriously injured if the Demised Premises are used for any obscene or pornographic purposes or if any obscene or pornographic material is permitted in the Demised Premises. Tenant further agrees that Tenant will not knowingly or intentionally permit any of these uses by Tenant or a sublessee or assignee of the Demised Premises. This Paragraph shall directly bind any successors in interest to Tenant. Pornographic material is defined for purposes of this Paragraph as any written or pictorial matter with prurient appeal or any objects or instruments that are primarily concerned with lewd or prurient sexual activity.  Obscene material is defined here as it is in Penal Law Section 235.00.

(f)        Landlord covenants that Tenant shall have access to and use of the Demised Premises twenty-four (24) hours per day, seven (7) days per week.  Notwithstanding anything to the contrary contained herein, Landlord shall permit Tenant to (i) install on the roof of the Building in a location mutually acceptable to Landlord and Tenant (it being acknowledged and agreed that, in any event, such location must be directly over the Demised Premises) (the "Approved Roof Area"), equipment to be used in connection with Tenant's business operations at the Demised Premises (the "Equipment"); (ii) use riser and unobstructed, secure shaft space from points of entry in the Building to the Demised Premises, as reasonably designated by Landlord; (iii) use unobstructed, secure shaft space from points of entry in the Building to gain access to the Building switch gear and Tenant's uninterrupted power supply; and (iv) access the Approved Roof Area at all times as reasonably necessary for purposes of installing and maintaining the Equipment.    Except in the event of an emergency, with respect to the exercise by Tenant of the rights set forth in this Paragraph 51(f) and/or the rights set forth in Paragraph 45(a) above, Tenant agrees to provide Landlord with prior written notice of any intended access to the Approved Roof Area and Landlord shall have a reasonable opportunity to arrange for a representative of Landlord to accompany Tenant during any access to the Approved Roof Area. Tenant, at its sole cost and expense, shall be solely responsible for the installation, existence, maintenance, repair, replacement and removal of the Equipment, unless such maintenance, repair or replacement is necessitated by the negligence or willful misconduct of Landlord. Tenant agrees to keep and maintain the Approved Roof Area affected by the Equipment watertight and free of leaks, and to the extent Tenant has knowledge (which knowledge may result from written notice received from Landlord), or is reasonably expected to know, that the Approved Roof Area is in need of repair, same shall be undertaken at Tenant's sole cost and expense.  In no event shall any such installation(s) by Tenant void or in any way diminish any warranty on the roof in favor of Landlord. At Landlord's election, Tenant shall be required to remove the Equipment at the expiration or sooner termination of this lease and to restore the Approved Roof Area to the condition in which it existed prior to any such access or installation by Tenant. The parties acknowledge and agree that the Approved Roof Area and the Equipment is and is intended to be the same "Approved Roof Area" and "Equipment" described in the 11,933 SF Lease.

(g)       Landlord acknowledges and agrees that, during the Term, Landlord shall not seek to change or modifY the zoning classification of the Building and/or the certificate of occupancy for the Building in a manner which will materially and adversely affect Tenant's current use of the Demised Premises (as set forth in Paragraph 2 of this lease).

(h)       Tenant, at its sole cost and expense (but without any additional Rent being payable to Landlord with respect thereto), shall have the right to install a security booth (the "Security Booth") on the first floor of the Building provided (1) the Security Booth shall be in a location to be indicated on Exhibit A-1 attached hereto, (2) the type and location of furniture to be used in the Security Booth shall be subject to Landlord's sole discretion, and (3) any such installation and maintenance ofthe Security Booth shall be subject to compliance with all applicable laws, ordinances, codes, rules and regulations and otherwise in compliance with the terms and conditions of this Lease, including,without limitation, Article 45 hereof. Landlord shall provide Tenant with specifications for seating of guests in the area adjacent to the Security Booth.  The parties acknowledge and agree that the Security Booth is and is intended to be the same "Security Booth" as described in the Tenant Leases (as hereinafter defined) and in no event shall Tenant be entitled, under the Tenant Leases, to more than the one (1) Security Booth described herein.

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52.       EndofTerm.   In the event of any holding over by Tenant after the expiration or termination of this lease without the consent of Landlord,  Tenant shall: (i)  pay as use and occupancy for each month of the holdover an amount equal to the greater of (a) the fair market rental value of the Demised Premises for such month (as reasonably determined by Landlord) or (b) one hundred fifty (150%) percent of the Rent payable by Tenant for the month prior to the Expiration Date of the term of this lease, and otherwise observe, fulfill and perform all of its obligations under this lease, including, but not limited to, those pertaining to payment of one hundred percent (100%) of the additional rent due hereunder, in accordance with its terms; (ii)  if such holdover lasts longer than sixty (60) days, be liable to Landlord for any payment or rent concession which Landlord may be required to make to any tenant in order to induce such tenant not to terminate an executed lease covering all or any portion of the Demised Premises by reason of the holdover by Tenant; and (iii) if such holdover lasts longer than sixty (60) days, be liable to Landlord for any damages suffered by Landlord (including any reasonable attorneys fees and disbursements) as the result of Tenant's failure to surrender the Demised Premises. Notwithstanding anything contained in this Paragraph to the contrary, the acceptance of any Rent or use and occupancy paid by Tenant pursuant to this Paragraph 52, shall not preclude Landlord from commencing and prosecuting a holdover or eviction action or proceeding or any action or proceeding in the nature thereof.   The provisions of this Paragraph 52 shall be deemed to be an "agreement expressly providing otherwise" within the meaning of Section 232-c of the Real Property Law of the State ofNew York and any successor law of like import.  No holding over by Tenant after the Term shall operate to extend the Term.  The holdover, with respect to all or any part of the Demised Premises, of a person deriving an interest in the Demised Premises from or through Tenant, including, but not limited to, an assignee or subtenant, shall be deemed a holdover by Tenant.

53.      Landlord's Work. Tenant hereby accepts the Demised Premises in its current "as  is" condition and hereby agrees that Landlord shall have no obligation to perform any work or incur any expense in connection with Tenant's  use and occupancy of the Demised Premises. If and to the extent necessary to accommodate the performance of any construction or alteration of the Building, Tenant shall have the responsibility for, and bear the expense of, moving Tenant's  personnel and personal property in and about the Demised Premises (including, without limitation, any necessary disconnection, relocation andre-connection of data and telecommunications wiring and equipment). Tenant stipulates, acknowledges and agrees that Tenant intends to takes occupancy of the Demised Premises on or about the Commencement  Date; that some construction  and alterations may be performed during a period while Tenant remains in use and occupancy of the Demised Premises, during regular business hours; that Landlord shall not be liable for any inconvenience to Tenant or for interference with Tenant's business or use of the Demised Premises or any portion thereof during the performance of such construction and alterations; and that the timing of performance and completion of such construction  and alterations  shall have no impact upon the timing of the Commencement Date or the obligation of Tenant to pay Rent and additional rent under this lease.

54.  Assignment/Subletting.

(a)        Subject to the provisions of Paragraph 54(h), below, Tenant covenants that it shall not assign this lease nor sublet the Demised Premises or any part thereof without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed.   Tenant may assign this lease or sublet the Demised Premises with Landlord's written consent provided:

(i)         That such assignment or sublease is for a use which is in compliance with the terms of this lease, the then existing zoning regulations and the Certificate of Occupancy;

(ii)        That at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part which has not been cured prior to the expiration of all applicable grace periods;

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(iii)       That in the event of an assignment, the assignee assumes in writing the performance of all of the terms and obligations to be performed by Tenant under this lease from and after the date of such assignment;

(iv)      That a duplicate original of said assignment or sublease be delivered to Landlord at the address herein set forth within twenty (20) days from the said assignment or sublease and within one hundred twenty (120) days of the date that Tenant first provides Landlord with the information required under Paragraph 54(f) below;

(v)       That, in the event Tenant shall request Landlord's  consent to a proposed assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to Landlord the reasonable attorney fees and disbursements incurred by Landlord in processing such request, which fees and disbursements shall not exceed $1,500.00 in any one instance;

(vi)       Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of all of the terms and conditions of this lease;

(vii)      If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved;

(b)       Notwithstanding  anything  contained  in  this  Paragraph  54  to  the  contrary,  no assignment or subletting shall be made by Tenant in any event until Tenant has offered to terminate this lease as of the last day of any calendar month during the term hereof and to vacate and surrender the Demised Premises to Landlord on the date fixed in the notice served by Tenant upon Landlord (which date shall be prior to the date of such proposed assignment or the commencement date of such proposed sublease), and Landlord, within thirty (30) days after the receipt thereof, has not accepted in writing the offer by Tenant to cancel and terminate this lease and to vacate and surrender the Demised Premises.

(c)       Unless otherwise consented to by Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), in writing, in no event shall Tenant have the right to sublease more than fifty (50%) percent of the aggregate of the space.!eased to Tenant under the Tenant Leases (as defined herein). The restriction contained in this Paragraph 54(c) shall not apply to transactions set forth in Paragraph 54(h), below.

(d)       Tenant shall not mortgage, pledge, hypothecate or otherwise encumber its interest under this lease without Landlord's prior written consent.

(e)       Without affecting any of its other obligations  under this lease, Tenant will pay Landlord as additional rent fifty (50%) percent of any sums or other economic consideration, which (i) are actually received by Tenant as a result of a subletting whether or not referred to as rentals under the sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the subletting in question); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease), it being the express intention of the parties that Landlord and Tenant shall share equally in any profit by reason of such sublease.  Tenant will not amend the sublease in such a way as to reduce or delay payment of amounts which are provided in the sublease approved by Landlord. Any amendment or modification of an assignment or sublease shall be deemed to be a new assignment or sublease and shall require the prior written consent of Landlord.

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(f)        Landlord agrees that it shall not unreasonably withhold its consent to a subletting or assignment in accordance with the terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation of the proposed subtenant or assignee, the specific nature of the proposed subtenant's or assignee's business and whether same is in keeping with other tenancies in the Building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building in a five (5) mile radius of the Building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating, or has negotiated in the preceding six (6) months, a lease or if, at the time of Tenant's request, Tenant is in default, beyond applicable grace and notice periods, of any of the terms, covenants and conditions of this lease to be performed by Tenant.  At least thirty (30) days prior to any proposed subletting or assignment, Tenant shall submit to Landlord a written notice of the proposed subletting or assignment, which notice shall contain or be accompanied by the following information:   (i) the name and address of the proposed subtenant or assignee; (ii) the nature and character of the business of the proposed subtenant or assignee and its proposed use of the premises to be demised; (iii)   the most recent two (2) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease.

(g)       The listing of an assignee's  or subtenant's  name on the door or Building directory shall not be deemed Landlord's consent hereunder.

(h)       Notwithstanding anything contained in this Paragraph 54 to the contrary, Tenant may assign this lease or sublet all or a portion of the Demised Premises without Landlord's consent but upon prior written notice to Landlord (each, a "Permitted Transferee") (i) to an Affiliate (as defined herein) of Tenant; or (ii) in connection with transactions with an entity into or with which Tenant is merged or consolidated or to a person or entity to which all or substantially all of Tenant's assets, and/or stock, partnership or membership interests are sold or otherwise transferred, provided that such merger, consolidation, transfer or sale of assets, stock or interests is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby and/or avoiding the requirements of this Paragraph 54, and provided further, that in any of such events described in items (i) or (ii) above, the use of the Demised Premises shall remain unchanged. The provisions of Paragraph 54(b) above shall not apply to assignments or sublets to a Permitted Transferee. For the purposes of this lease: (x) the term "Affiliate" shall mean any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity, and a corporation or other entity which provides financial, investment or insurance services and products to Tenant's members as part of Tenant's regular business regardless of control; and (y) "Control" (and with correlative meaning, "controlled by" and "under common control with") shall mean ownership or voting control of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.

55.       Parking. The parking areas available for the use of the Tenant herein and the other tenants of the Building of which the Demised Premises form a part are to be used by  Tenant, its servants, employees, agents, business invitees and patrons on a first come first served basis, subject to the rules and regulations of Landlord. However, Tenant shall be permitted to use under all of the Tenant Leases (as hereinafter defined) three hundred twenty-five (325) parking spaces.  For purposes of this Lease, the term "Tenant. Leases" shall mean and refer to: (i) this lease, (ii) that certain Lease Agreement dated March 13, 2012, between Landlord and Tenant for the lease of 111,933 rentable square feet at the Building (the "111,933 SF Lease"), and (iii) that certain Master Lease Agreement dated March 13,2012,  between Landlord and Tenant for the lease of 77,744 rentable square feet at the Building (the "Master Lease"). Itis also understood and agreed that Landlord shall have the right at any time to modify or alter the parking layout and traffic pattern in the parking areas and to diminish the available parking areas so long as such modifications or diminutions do not affect Tenant's right to use three hundred twenty-five (325) parking spaces at the Real Property, without any liability to Tenant or any diminution or abatement of rent or additional rent.

56.       RubbishRemoval.   The parties hereto acknowledge and agree that, with respect to the existing trash compactor in the bay of the Building, Landlord may, at its option, either (i) elect to share such existing trash compactor with Tenant (in which event Landlord shall maintain and Tenant shall be required to pay Tenant's Proportionate Share of the cost and expense of such existing trash compactor), or (ii) elect to forego use of and access to the existing trash compactor (in which event Tenant shall have the sole right to use and access same and shall be required to pay for all of the costs and expenses  incurred in connection  with such existing trash compactor).   In the event Landlord elects to share the use of the existing trash compactor, as provided above, Landlord's cleaning company shall have access to such trash compactor during non-business hours only, and such company shall be bonded.

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57.      Hazardous Materials. Except as otherwise provided herein, Tenant shall keep or cause the Demised Premises to be kept free of Hazardous Materials (hereinafter defined). Without limiting the foregoing, Tenant shall not cause or permit the Demised Premises to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials in contravention to, or in amounts greater than permitted by, applicable law, nor shall Tenant cause or permit, as a result of any intentional or unintentional act or omission on the part of Tenant or any person or entity claiming through or under Tenant or any of their employees, contractors, agents, visitors or licensees (collectively, "Related Parties"), a release of Hazardous Materials onto the Demised Premises or onto any other property. Tenant shall comply with and ensure compliance by all Related Parties with all applicable Federal, State and Local laws, ordinances, rules and regulations, whenever and by whomever triggered (including, without limitation, any regular testing regimes required by law; which testing, Landlord shall have the option to perform at Tenant's sole cost and expense), and shall obtain and comply with, and ensure that all Related Parties obtain and comply with, any and all approvals, registrations or permits required thereunder. Tenant shall (i) conduct and complete all investigations, studies, samplings, and testing, and all remedial removal and other actions necessary to clean up and remove such Hazardous Materials, on, from, or affecting the Demised Premises which were introduced by Tenant or Related Parties (a) in accordance with all applicable Federal, State and Local laws, ordinances, rules, regulations, policies, orders and directives, and (b) to the reasonable satisfaction of Landlord, and (ii) defend, indemnify, and hold harmless Landlord, its employees, agents, officers, members, partners, principals and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way related to, (a) the presence, disposal, release, or threatened release of such Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals, or otherwise through or on account of Tenant or Related Parties; (b) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials through or on account of Tenant or Related Parties; (c) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Materials through or on account of Tenant or Related Parties; and/or (d) any violation of laws, orders, regulations, requirements, or demands of government authorities, or any policies or requirements of Landlord, which are based upon or in any way related to such Hazardous Materials through or on account of Tenant or Related Parties, including, without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses. Tenant shall immediately notify Landlord in writing of any actual or threatened release of any Hazardous Materials on, in or about the Demised Premises, including notification to Landlord if Tenant receives any notice or requests for inspection or information from any Federal, State or local official or agency which pertains to Hazardous Materials. Copies of all reports, notices, correspondence, and other documents received from or submitted to governmental authorities, and of all technical data, test results, expert opinions and other materials generated in connection with the contamination or other response or remedial activities, shall be provided to all parties to this lease. In the event this lease is terminated, or Tenant is dispossessed, Tenant shall deliver the Demised Premises to Landlord free of any and all Hazardous Materials so that the conditions of the Demised Premises shall conform with all applicable Federal, State and Local laws, ordinances, rules or regulations affecting the Demised Premises. In the event that Landlord has a good faith belief that there has been a release of Hazardous Materials for which Tenant is responsible hereunder, Landlord shall have the right to engage an environmental engineering or consulting firm to conduct an inspection of the Real Property and Demised Premises at Tenant's sole cost and expense. Tenant shall reimburse Landlord for the reasonable cost of any such inspection as well as the actual, out-of-pocket cost of any clean-up and testing performed pursuant thereto with respect to Hazardous Materials for which Tenant is responsible hereunder. For purposes of this paragraph, "Hazardous Materials" includes, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 9601, et seq.), and in the regulations adopted and publications promulgated pursuant thereto, or any other Federal, State or Local environmental law, ordinance, rule, or regulation. Tenant specifically acknowledges and agrees that it shall be and remain responsible for any Hazardous Materials existing at the Demised Premises as of the date hereof, as more particularly described in that certain Phase I Environmental Site Assessment prepared by Parsons Brinckerhoff, Inc., dated September 7, 2011, and in that certain Stormwater Drywell Investigation and Sampling Report prepared by Cashin Technical Services, Inc., dated October 21, 2011. In no event shall Tenant be responsible or liable for Hazardous Materials introduced to the Demised Premises by Landlord, Landlord's agents or contractors or any other tenants or occupants of any part of the Real Property (other than an assignee or subtenant of Tenant). Notwithstanding anything to the contrary contained herein, Tenant may, in the normal and customary operation of its business, maintain and use in the Demised Premises certain commercially reasonable amounts of the chemicals and other substances set forth on Exhibit "C" of this lease, as same may be updated from time to time by Tenant (with any such updates being subject to Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed), provided that (i) such materials and other substances are used and stored in compliance with all applicable laws, and (ii) the indemnification obligations of Tenant set forth in this Paragraph 57 shall apply with full force and effect thereto. Tenant's obligations under this Paragraph 57 shall survive the expiration or earlier termination of the term of this lease.

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58.  Default.

(a)       In addition to the rights and remedies set forth in Paragraphs 17 and 18 hereof, Landlord shall have the right to cancel this lease in the manner therein provided in the event that (i) Tenant shall have failed to pay any installment of Rent provided herein within five (5) business days after written notice and demand for payment thereof or (ii) shall have defaulted in payment of additional rent set forth herein for a period of five (5) business days after written notice and demand for payment of same, or (iii) Tenant has not, within three (3) days of notice from Landlord, commenced and diligently prosecuted the cure of a default, the continuation of which, is a threat to the safety or welfare of the Building occupants or public, or (iv) there is a default beyond the expiration of applicable notice and cure periods, under the 111,933 SF Lease and/or the Master Lease.

(b)       In any case in which the Rent or additional rent is not paid within ten (10) days of the day when same is due, Tenant shall pay a late charge equal to 5 ($0.05) cents for each dollar so due. Tenant further agrees that the late charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment of rent by Tenant. Tenant further agrees that the late charge assessed pursuant to this lease is not interest, and the late charge does not create a borrower/lender or borrower/creditor relationship between Landlord and Tenant. The demand and collection of the aforesaid late charges shall in no way be deemed a waiver of any and all remedies that the Landlord may have under the terms of this lease by summary proceedings or otherwise in the event of a default in payment of rent or additional rent.

(c)       In the event that Landlord shall bring any proceeding against Tenant for recovery of money damages, or for possession of the Demised Premises by reason of nonpayment of Rent or additional rent, and Landlord shall incur costs and expenses by reason thereof or by reason of such monetary default, such charges, including reasonable legal fees, shall be due and payable from Tenant as additional rent and shall become immediately due and payable upon the incurrence of same. This provision shall expressly apply following the expiration or early termination of this lease where the Tenant, subtenant or assignee continues in possession of the Demised Premises.

(d)       [Intentionally Omitted].

(e)       At any time after this Lease is terminated or the Term shall have expired and come to an end or Landlord shall have re-entered upon the Demised Premises, as the case may be, whether or not Landlord shall have collected any monthly deficiencies pursuant to Paragraph 18 of the preprinted portion of this lease, Landlord, at its sole discretion, shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, as and for liquidated and agreed final damages, a sum equal to the amount by which the Rent and additional rent reserved in this lease for the period which otherwise would have constituted the unexpired portion of the Term exceeds the then fair and reasonable rental value of the Demised Premises for the same period, both discounted to present worth at the rate of five (5%) per cent per annum. If, before presentation of proof of such liquidated damages to any court, commission, or tribunal, the Demised Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Demised Term, or any part thereof, the amount of Rent and additional rent reserved upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Demised Premises so relet during the term of the reletting.

(f)        Nothing contained in this Lease shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of the Tenant.

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(g)       The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to which Landlord may lawfully be entitled, and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for.

59.  Insurance.

(a)       Tenant shall obtain and keep in full force and effect during the Term, at its own cost and expense, (i) Commercial General Liability Insurance, on an occurrence basis, such insurance to afford protection in an amount of not less than One Million ($1 ,000,000) Dollars coverage for bodily injury, death and property damage arising out of any one occurrence and Two Million ($2,000,000) Dollars in the aggregate (such limit to apply on a "per location basis"), protecting Tenant as the insured and Landlord and its construction affiliate and management company, as well as any other parties whose names have been provided by Landlord to Tenant from time to time, as additional insureds (in a blanket endorsement form reasonably satisfactory to Landlord in its reasonable discretion) against any and all claims for personal injury, death or property damage, such insurance to provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord or any other party named as an additional insured; Such insurance shall include coverage for a blanket contractual liability and shall also include Products/Completed Operations (ii) "All Risk" Property Insurance on Tenant's property including improvements and betterments made by or on the behalf of Tenant, (and including, without limitation, Business Interruption coverage providing for the payment of all rent and additional rent payable under this lease for a period of twelve (12) months including "Extra Expense" and Equipment Breakdown Insurance) insuring Tenant's property and equipment for the full 100% replacement cost value thereof; (iii) Workers Compensation Coverage and Employers Liability Coverage as required by law; (iv) New York DBL Coverage, as required by law; (v) Business Automobile Coverage in an amount of not less than One Million ($1,000,000) Dollars combined single limit per accident for bodily injury or property damage (which policy form shall include coverage for "Any Auto" which includes autos owned, hired and non-owned); (vi) Umbrella Liability Coverage with limits of liability of not less than Five Million ($5,000,000) Dollars per occurrence and in the aggregate per location; and (vii) any other insurance required by law.  All deductibles shall be paid by Tenant and shall not exceed $50,000.00. None of Tenant's insurance policies may provide for a self-insured retention. Landlord may require Tenant to increase the limits of the liability coverage described in (i) above, from time to time (but in no event prior to the sixth Lease Year), to that amount of insurance which in Landlord's reasonable judgment is then being customarily required by landlords for similar space in buildings in the municipality in which the Building is located.

(b)       All insurance required to be carried by Tenant pursuant to the terms of this lease shall be written in form and substance reasonably satisfactory to Landlord by a good and solvent insurance company of recognized standing, admitted to do business in the State of New York, which shall be reasonably satisfactory to Landlord and shall be rated in Best's Insurance Guide or any successor thereto as having a Best's Rating of not less than "A" and a "Financial Size Category" of not less than "X", or if such ratings are not then in effect, the generally accepted equivalent thereof or such other financial rating as Landlord may at any time consider reasonably appropriate.  Tenant shall procure, maintain and place such insurance and pay all premiums and charges therefor and upon failure to do so Landlord, after reasonable written notice to Tenant, may, but shall not be obligated to, procure, maintain and place such insurance or make such payments, and in such event the Tenant agrees to pay the amount thereof, plus interest at the maximum rate permitted by law, to Landlord on demand and said sum shall be in each instance collectible as additional rent on the first day of the month following the date of payment by Landlord.  Tenant shall cause to be included in all such insurance policies a provision to the effect that no material change in coverage shall be made thereto unless Landlord shall have received at least thirty (30) days prior written notice thereof by certified mail, return receipt requested.  Appropriate certificates (on the forms currently designated "Acord Form 28" for property insurance and "Acord Form 25" for liability insurance, or their equivalent) shall be deposited with Landlord on or prior to the commencement of the Term hereof. Within ten (10) days after Landlord's written request, Tenant shall provide Landlord with certified copies of its applicable insurance policies; provided, however that Tenant may redact any confidential information contained therein prior to delivering such certified copies to Landlord. Any renewals, replacements or endorsements thereto shall also be deposited with Landlord to the end that said insurance shall be in full force and effect during the Term.

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(c)       Tenant shall cause each insurance policy carried by it and insuring its fixtures and contents, or the betterments and improvements made by Tenant, against loss by fire and other hazards to be written in a manner so as to provide that the insurer waives all right of recovery by way of subrogation against Landlord in connection with any loss or damage covered by any such policy or policies.  Landlord shall not be liable to the Tenant for any loss or damage caused by fire or other hazards.

(d)       Landlord will cause each insurance policy carried by Landlord and insuring the Building and Demised Premises against loss by fire and other hazards to be written in such a manner so as to provide that the insurer waives all right of recovery by way of subrogation against Tenant in connection with any loss or damage covered by such policy or policies. Tenant shall not be liable to Landlord for any loss or damage caused by fire or other hazard.

(e)       If Tenant shall at any time fail to maintain insurance as, and to the extent, required hereunder, Tenant hereby releases Landlord from all loss or damage which could have been covered by such insurance if Tenant had maintained such insurance, including the deductible and/or uninsured portion thereof.  In no event, however, shall the foregoing clause increase the liability Landlord may otherwise have under this lease for such loss or damage. If Landlord shall at any time fail to maintain insurance as, and to the extent, required hereunder, Landlord hereby releases Tenant from all loss or damage which could have been covered by such insurance if Landlord had maintained such insurance, including the deductible and/or uninsured port thereof.  In no event, however, shall the foregoing clause increase the liability Tenant may otherwise have under this lease for such loss or damage.

(f)        [Intentionally Omitted].

(g)       Throughout the term of this lease, Landlord shall maintain (i) commercial general liability insurance coverage on an occurrence basis, including contractual liability, insuring against Landlord's liability arising out of bodily injury, death or property damage with respect to the Real Property,   the  Building and any common areas  in an amount  of not  less than  One  Million $1,000,000.00) Dollars and Two Million ($2,000,000.00) Dollars in the aggregate, and (ii) "all risk" property insurance coverage on the Real Property, the Building and Landlord's equipment for the full 100% replacement cost value thereof.

60.       Broker.  Landlord and Tenant each represents to the other that this lease was not brought about by any broker and that all negotiations with respect to this lease were conducted exclusively between Landlord and Tenant.  Each party (the "Indemnifying Party") agrees that if any claim is made for commissions by any broker claiming to have worked on behalf of the Indemnifying Party with respect to this lease, the Indemnifying Party will indemnify, defend and hold the other party free and harmless from any and all liabilities and expenses in connection therewith, including the other party's  reasonable attorney's  fees.    Notwithstanding anything to the contrary contained in this Paragraph 60, the parties each acknowledge their dealings with CB Richard Ellis, Inc. ("CBRE") in connection with the sale-leaseback transaction of which this lease is a part, and Tenant represents that any and all commissions due CBRE in connection with the sale-leaseback are being paid by Tenant.

61.       ConditionsofLandlord'sLiability.  Landlord and Landlord's agents and employees shall not be liable for, and Tenant waives all claims for, loss or damage to Tenant's business or damage to person or property sustained by Tenant resulting from any accident or occurrence (unless caused by or resulting from the negligence or willful misconduct of Landlord, its agents, servants or employees other than accidents or occurrences against which Tenant is insured and except to the extent Tenant is contributorily negligent) in or upon the Demised Premises or the Building, including, but not limited to, claims for damage resulting from: (i) any equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind; (iii) any defect in or failure of plumbing, heating or air conditioning equipment, electric wiring or installation thereof, gas, water, or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe or tank in, upon or about the Building or the Demised Premises; (vii) the escape of steam or hot water; (viii) water, snow or ice being upon or coming through the roof, skylight, trapdoor, stairs, doorways, show windows, walks or any other place upon or near the Building or the Demised Premises or otherwise; (ix) the falling of any fixture, plaster, tile or stucco; and (x) any act, omission or negligence of other tenants, licensees or of any other persons or occupants of the Building or of adjoining or contiguous buildings or of owners of adjacent or contiguous property.  Whenever Tenant shall claim under this lease that Landlord has unreasonably withheld or delayed its consent to some request of Tenant for which Landlord is specifically obligated to be reasonable under this lease, Tenant shall have no claim for damages by reason of such alleged withholding or delay, and Tenant's sole remedy thereof shall be a right to obtain specific performance or injunction but in no event with recovery of damages.

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62.       Cafeteria.  The parties acknowledge that a food service is or shall be provided in the lower level of the Building.  The parties further acknowledge that, although the existing food service facility in the Building will be in place at the Commencement Date, shortly thereafter Landlord will be relocating the food service facility to the lower level of the Building (the "Food Service Relocation").  Landlord estimates that the Food Service Relocation will take approximately six (6) weeks (which time period may be further extended as a result of delays in Landlord obtaining all required governmental and/or municipal inspections, approvals, authorizations or consents, including, without limitation, any required inspections by and authorizations from the Department of Health, although Landlord agrees to use reasonable diligent in obtaining same), during which period there will be no food service facility in the Building.  Notwithstanding the foregoing, Landlord agrees that during the Food Service Relocation, it will arrange for limited food service to be available at the Building (i.e., prepared foods, such as sandwiches and beverages sold by food service personnel, not served from a vending machine).  Once the Food Service Relocation is completed, Landlord agrees that the service provided in the food service facility shall be similar in quality to that which is offered in similar Class "A" office buildings. For so much of the Term as such food service is provided in the Building, Tenant shall be permitted to invite its principals and employees to use same for the purchase and consumption of food and beverages offered for sale. Tenant shall pay or reimburse Landlord, on a monthly basis, for Tenant's Proportionate Share of any subsidy provided by Landlord to the food service operator, but in no event shall Tenant's  Proportionate Share of the subsidy exceed $15,000.00 per annum. Tenant shall also have the right to use the food service area from time to time and at any time after 3:00 p.m on weekdays for the hosting of business events or functions so long as (a) Tenant provides Landlord with reasonable prior notice of the date, time and nature of such events or functions, (b) Tenant reimburses Landlord, on demand, for any additional cost or expense actually incurred by Landlord in connection with such events or functions (e.g., security services, cleaning services, etc.), and (c) Tenant enters into such agreements for such use of the food service area as Landlord and the food service provider may reasonably request. The use of the food service shall be subject to the reasonable rules and regulations of Landlord and/or the operator of the food service now or hereafter imposed.  Notwithstanding anything to the contrary contained in this Paragraph, if the food service opens for business and subsequently closes, either temporarily or permanently, there shall be no abatement or diminution of Rent and Tenant shall in no event be relieved from any of its obligations under this lease, except that Tenant shall not be required to pay Tenant's  Proportionate Share of the food service subsidy for the period in which the food service is not operational. Further, in the event there is no food service in the Building for thirty (30) or more consecutive days, Landlord shall provide Tenant with a revocable license to use the food service area so that Tenant can provide its own licensed and reputable food service operator for the purpose of providing food service in the lower level of the Building.

63.       FitnessFacility. The parties acknowledge that a fitness facility is or shall be provided in the lower level of the Building, containing approximately 3,000 rentable square feet, in or about the location shown on Exhibit "D" annexed hereto and made a part hereof. For so much of the Term as such fitness facility is provided in the Building, Tenant's principals and employees may use same at a cost of $100 per year per member (which amount is subject to reasonable increases from time to time time during the Term).   Landlord agrees to maintain the fitness facility in good condition and Landlord shall be responsible, at its sole cost and expense, for the maintenance, repair and replacement of the fitness facility and equipment located therein. The use of the fitness facility shall be subject to the reasonable rules and regulations of Landlord now or hereafter imposed. Notwithstanding anything contained herein to the contrary, if the fitness facility closes, either temporarily or permanently, there shall be no abatement or diminution of Rent and Tenant shall in no event be relieved from any of its obligations under this lease.

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64.  Miscellaneous.

(a)       This lease shall not be recorded.  No memorandum of this lease shall be recorded without the express written consent of Landlord.

(b)       The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any of the other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof.

(c)       There are no oral agreements between the parties hereto affecting this lease and this lease supersedes and cancels any and all previous representations, negotiations, arrangements and understandings, if any, between the parties hereto with respect to the subject matter hereof, and shall not be used to interpret or construe this lease.

(d)       Wherever in this lease there is any conflict between the provisions of any of the preprinted portions of the lease and the non-preprinted portions of the lease (e.g. typewritten or handwritten changes to the pre-printed form and the provisions of this rider), the non-preprinted provisions shall be deemed to supersede the preprinted provisions.

(e)       Any references in the printed portions of this lease to the City of New York and the Administrative Code of the City of New York are deemed deleted, and where applicable the town in which the Demised Premises is located and other local governmental authorities and their ordinances shall be substituted in lieu thereof.

(f)        This lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modifY or discharge, in whole or in part, this lease or any obligations under this lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought.

(g)       The mailing or delivery of a lease by the Landlord to a possible Tenant, its agent or attorney, shall not be deemed an offer nor shall any obligation or liability be created on the part of Landlord until such time as a lease, duly executed by the Landlord, is delivered to such possible Tenant, its agent or attorney.

(h)       Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of(i) any accident in or about the Demised Premises, (ii) all fires and other casualties within the Demised Premises, (iii) all damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building's sanitary, electrical, heating, ventilating, air conditioning, elevator and other systems located in or passing through the Demised Premises or any part thereof.

(i)        In the event Standard Microsystems Corporation is no longer the "Tenant" under this lease, Landlord hereby reserves the right, in its sole discretion, to require that such successor "Tenant" deposit a security deposit (in an amount to be determined by Landlord, in its reasonable discretion) and, in such event, Paragraph 32 of the preprinted portion of this lease shall be re-inserted into the Lease. Additionally,  in the event that Landlord holds such security deposit in an interestbearing account, Landlord may retain a portion of the interest earned thereon equal to one (1%) per annum of such deposit as an administrative fee.

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(j)       In the event Landlord is not an individual, Landlord represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so. In the event that Tenant is not an individual, Tenant represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so.

(k)       Tenant hereby acknowledges that Landlord makes no representations as to the compatibility of the Building systems with Tenant's equipment.

(1)       Tenant shall indemnify, hold harmless and defend Landlord, its affiliates, managing agents, construction company, subsidiaries, directors, officers, employees and agents from and against any and all liabilities, claims, demands, damages, costs, expenses (including reasonable attorneys' fees) suits, judgments whether actual or alleged, including such for bodily injury or wrongful death to any person (including tenant employees and invitees) and property damage to any property, arising out of or in connection with the operations or business of the Tenant at the demised premises or real property (including, without limitation, the installation, existence, maintenance, repair, replacement and removal of the Equipment); the acts or omissions of the Tenant, its sub­ tenants, its employees, invitees, contractors or agents; or any breach of this lease or improper conduct. Upon notification by the Landlord of an indemnifiable event, Tenant at its own expense shall arrange for Landlord's defense (at Landlord's option) and confirm indemnification. Tenant will still be responsible to fulfill its obligations under this Article in the event Tenant or Tenant's insurance company does not accept a tender of claim by the Landlord. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place.    Tenant agrees not to settle any claims pursuant to this indemnity without Landlord's  prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

(m)      Landlord shall indemnify and save harmless Tenant, its affiliates, managing agents, directors, officers, employees and agents from and against all liability, claims, demands, damages, costs, expenses (including reasonable legal fees),  suits and judgments arising from any injury or death to persons or any damage to the property of third parties sustained in the common areas of the Building or which arise out of construction or work performed by Landlord or its construction affiliate in an about the Building and/or Demised Premises and will further indemnify and save harmless Tenant against and from all costs, expenses, and liabilities incurred in connection with any such claim or loss or action or proceeding brought thereon (including reasonable attorney fees and costs); and in case any action or proceeding be brought against Tenant by reason of any such claim or loss, Landlord, upon notice from Tenant, agrees that Landlord, at Landlord's expense, will resist or defend such action or proceeding and will employ counsel therefor reasonably satisfactory to Tenant. Landlord will still be responsible to fulfill its obligations under this Article in the event Landlord or Landlord's insurance company does not accept a tender of claim by Tenant. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place.  Landlord agrees not to settle any claims pursuant to this indemnity without Tenant's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

(n)       Except with respect to damages set forth in Paragraph 52(ii) and (iii) hereof, neither party shall be liable to the other for any lost profits, incidental, special, exemplary, punitive, indirect or other consequential damages.

(o)       With respect to any dispute between Landlord and Tenant involving this lease which is resolved through legal proceedings, the non-prevailing party, if evident, shall bear all reasonable fees, costs and expenses of the subject legal proceeding, including, without limitation, the reasonable attorney's fees and costs of the prevailing party.

65.  INTENTIONALLY DELETED: NOTE ONLY FOR TRIPLE NET LEASE

66.      Subordination.  So long as Tenant continues to lease and occupy at least twenty-five (25%) percent of the Building (taking into consideration premises leased pursuant to the Tenant Leases, collectively), Landlord shall obtain for the benefit of Tenant a Subordination, Attornment and Non­ Disturbance Agreement (an "SNDA")   from Landlord's future mortgagees on such mortgagee's standard form.  Tenant shall be responsible for paying (or reimbursing Landlord, as additional rent) for any fees or costs imposed by a mortgagee or its counsel in connection with the issuance and/or negotiation of any SNDA. Notwithstanding the foregoing, an SNDA shall not be required from the mortgagee existing as of the date of this lease.

18

67.       Tenant'sExclusive.  So long as Tenant continues to lease and occupy at least fifty (50%) percent of the Building (taking into consideration premises leased pursuant to the Tenant Leases, collectively), Landlord covenants and agrees not to lease any space in the Building to a Competitor (as hereinafter defined) for a purpose in competition with Tenant's primary business (i.e., the manufacturing, testing, storing or sale of semi-conductors). The term "Competitors" shall mean and refer to the following entities:  Alcor Micro Corp., ASIX Electronics Corp., Avnera Corporation, Broadcom Corporation, Cypress Semiconductor, Davicom Semiconductor Inc., Display Link, eNe, Genesys Logic, GMT, Inc., Integrated Technology Express, Inc., Marvell Technology Group Ltd., Micrel Semiconductor, Inc., Nuvoton (formerly Winbond Electronics Corporation), Realtek Semiconductor Corp., Renesas Technology, ST-Ericsson, Syncomm and Texas Instruments. Notwithstanding anything to the contrary contained in this Paragraph, nothing herein shall prevent Landlord from leasing any space in the building to any affiliate or subsidiary of a Competitor who intends on using such space solely for non-competitive purposes.

68.       Notices.  Supplementing Paragraph 28 of the pre-printed portion of this lease, all notices delivered to Tenant should be sent to the attention of Walter Siegel, Esq., with copies of all such notices delivered to Standard Microsystems Corporation, 80 Arkay Drive, Hauppauge, New York 11788, Attention: Peter Byrnes and to Moritt Hock &Hamroff, LLP, 400 Garden City Plaza, Garden City, New York 11530, Attention: Gary C. Hisiger, Esq.

69.       Destruction, Fire and Other Casualty.  Supplementing the terms and conditions of Paragraph 9 of the pre-printed portion of this lease:

(a)       If the Demised Premises shall be totally damaged or rendered wholly unusable or wholly inaccessible by fire or other casualty and Landlord has not terminated this lease pursuant to Paragraph 9(d) hereof and the estimated date of completion of such restoration work, as reasonably determined by Landlord's architect, is more than twelve (12) months following the date of such damage or destruction, then Tenant shall have the right to terminate this lease by written notice delivered to Landlord within ten (10) days following receipt of such written determination by Landlord's architect.  Furthermore, if the Demised Premises shall be totally damaged or rendered wholly unusable or wholly inaccessible by fire or other casualty and Landlord has not terminated this lease pursuant to Paragraph 9(d) hereof and Landlord has not completed the making of the required repairs and restored and rebuilt the Demised Premises and/or access thereto within twelve (12) months from the date of such damage or destruction (and such additional time not to exceed sixty (60) days after such date as shall equal the aggregate period Landlord may have been delayed in doing so by unavoidable delays or adjustment of insurance), then Tenant may serve notice on Landlord of its intention to terminate this lease, and, if, within thirty (30) days thereafter, Landlord shall not have completed the making of the required repairs and restored and rebuilt the Demised Premises and/or access thereto, this lease shall terminate on the expiration of such thirty (30) day period as if such termination date were the Expiration Date, and the Rent and additional rent shall be apportioned as of such date and any prepaid portion of Rent and additional rent for any period after such date shall be refunded by Landlord to Tenant.

(b)       In the event the Demised Premises are rendered wholly unusable or wholly inaccessible and neither Landlord nor Tenant have exercised their options to terminate this lease (as set forth herein), then, at the request of Tenant, Landlord shall use commercially reasonable efforts to locate and provide Tenant with substitute, habitable office space reasonably suitable for Tenant's business elsewhere in the Building or in another building owned by Landlord or its affiliates; such space to be of approximately the same size as the Demised Premises (the "Substitute Space").  If Tenant agrees to accept the Substitute Space, then Rent shall abate with respect to the Demised Premises from the date of such damage or destruction, Tenant shall accept the Substitute Space in its then "as is" condition; it being acknowledged by the parties that the occupancy of the Substitute Space by Tenant is intended to be temporary, lasting only as long as is necessary for Landlord to substantially complete restoration of the Demised Premises, and Tenant shall pay to Landlord the fair market rental value of the Substitute Space, on a monthly basis, in advance, throughout its occupancy thereof. Itis further agreed that, in the event Tenant accepts the Substitute Space, Tenant shall be deemed to have waived the termination right set forth in Paragraph 69(a) above.  Upon substantial completion of the restoration of the Demised Premises, Tenant shall surrender the Substitute Space to Landlord and re-occupy the Demised Premises.

19

70.       StorageArea.  The parties acknowledge that a storage area shall be provided in the lower level of the Building, containing approximately 3,000 rentable square feet of space (the ''Storage Space") in a location to be determined by Landlord.  For so long as Tenant is utilizing the Storage Space, Tenant shall pay to Landlord, as additional rent in advance and in equal monthly installments, the amounts set forth below. Tenant shall be entitled to use the Storage Space and shall have access to same twenty-four (24) hours per day, seven (7) days per week. The parties acknowledge and agree that the Storage Space is and is intended to be the same "Storage Space" described in the 111,933 SF Lease and in no event shall Tenant be entitled, under the Tenant Leases, to more than 3,000 rentable square feet of storage space at the Building. The rent payable with respect to the Storage Space shall be as follows (on a gross basis):

Lease Year	Per Annum		Monthly Installments
1	$	30,000.00	$	2,500.00
2	$	30,900.00	$	2,575.00
3	$	31,827.00	$	2,652.25
4	$	32,781.84	$	2,731.82
5	$	33,765.36	$	2,813.78
6	$	34,778.28	$	2,898.19
7	$	35,821.68	$	2,985.14
8	$	36,896.28	$	3,074.69
9	$	38,003.16	$	3,166.93
10	$	39,143.28	$	3,261.94
11	$	40,317.60	$	3,359.80
12	$	41,527.08	$	3,460.59
13	$	42,772.92	$	3,564.41
14	$	44,056.08	$	3,671.34
15	$	45,377.76	$	3,781.49

71.       Reserved Parking Allocation.  Supplementing Paragraph 55 hereof, Landlord and Tenant agree that, at any time during term of this Lease (until the Allocation (as defined below) is completed subject to the Reallocation (as defined below), either party may request the other to allocate between Landlord and Tenant up to 200 parking spaces (the "Allocation")  in the parking area, which is otherwise first come, first served, to be on a "reserved" basis. Any reserved spaces shall be from those spaces shown on the parking plan annexed hereto as Exhibit E (which has 245 spaces available to be reserved and of which 200 can be so reserved). If an Allocation is desired, the requesting party shall send the other a notice identifying spaces to be designated as reserved (which may be on multiple occasions during the term of the Lease), up to the aggregate of200 spaces. Within ten (10) days of the requesting party's notice, if Tenant is the party requesting and designating spaces, Landlord reserves to itself the right to select up to 40% of the spaces initially designated by Tenant to thereafter be "Landlord (or future tenant) reserved" and if Landlord is the party requesting and designating spaces, Tenant reserves to itself the right to select up to 60% of the spaces initial!y designated by Landlord to thereafter be "Tenant reserved"; provided if the Landlord Allocation (80 spaces) or Tenant Allocation (120 spaces) is completed but the other party's is not yet completed, the party who has not yet obtained its full Allocation may thereafter designate spaces on notice to the other party but without a right to select any portion of such spaces. In addition, once the Allocation is complete, a party may thereafter select different spaces (the "Reallocation") to be the reserved spaces but they may not, in connection with a Reallocation, require the other party to give up any of their previously selected spaces in connection with such Reallocation. Landlord and Tenant further agree that the allocation between Landlord and Tenant shall ultimately be for up to 80 spaces for use by Landlord or its future tenants and up to 120 spaces for use by Tenant. Landlord shall be responsible for marking the spaces as "reserved" for the appropriate party and for enforcing the rights of parties to the spaces so designated as "reserved".

20

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this lease as of the day and year first above written.

Landlord:	REP 80 ARKAY DRIVE, LLC
		By:	Rechler Management, LLC,

Tenant:	STANDARD MICROSYSTEMS CORPORATION
	By:
	Name:
	Title:

21

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this as of the day and year first above written.

Landlord:	REP80ARKAY DRIVE, LLC
	By:
		Name:
		Title:

Tenant:	STANDARD MICROSYSTEMS CORPORATION

22

SCHEDULE  A

LANDLORD'S CLEANING SERVICES

(to be performed on all business days except holidays)

A.       Floors  of the  Demised  Premises  will  be swept  and  spot  cleaned  night.   Carpets  in the Demised Premises will be swept daily with carpet sweeper and vacuumed weekly.

B.      Office equipment,  telephones, etc. will be dusted nightly.

C.        Normal office waste in receptacles in the Demised Premises will be emptied nightly.

D.        Interior surface of windows and sills in the Demised Premises  will be washed and blinds dusted quarterly.

E.        There shall be regularly scheduled visits by a qualified exterminator.

Tenant  shall pay to Landlord, on demand,  Landlord's charges for (a) extra cleaning  work in the Demised Premises required because of (i) misuse or neglect on the part of Tenant or its employees or visitors, (ii) use of portions of the Demised Premises for preparation, serving or consumption of food or beverages, or other special purposes requiring greater or more difficult cleaning work than office areas; (iii) unusual quantity of interior glass surfaces; (iv) non-building standard materials or finishes installed by Tenant or at its request; (v) increases in frequency or scope in any item set forth in this Schedule as shall have been requested by Tenant; (vi) use of the Demised Premises for any special purpose requiring extra cleaning services; and (b) removal from the Demised Premises or Building of (i) so much of any refuse and rubbish of Tenant as shall exceed that normally accumulated  in the routine of ordinary business office activity and (ii) all of the refuse and rubbish of any eating facility requiring special handling (wet garbage).  Notwithstanding anything to the contrary set forth in this Lease, at Landlord's request,  Tenant shall pay directly to the Landlord's cleaning  contractor  all monies owed in connection  with the aforesaid extra cleaning services or refuse removal.

23

SCHEDULE B

1.         Landlord shall provide at the rates hereinafter set forth and Tenant shall purchase from Landlord "energy service" for Tenant's requirements in the Demised Premises (which shall include the energy necessary to provide heat and air conditioning in the respective seasons and electric current for lighting and usual office equipment). There shall be the following categories of energy service:

A)       NORMAL SERVICE: NORMAL SERVICE is energy consumed during WORKING HOURS as defined in Paragraph 44 whose power demands for electricity based upon connected load do not exceed 4 watts per rentable square foot of the Demised Premises during WORKING HOURS ("TENANT'S ALLOWABLE USE"). Of this amount, two watts are allocated to Landlord supplied lighting and two watts are allocated for Tenant's usual office equipment. If Landlord shall, in its sole discretion, allow Tenant to change the WORKING HOURS, then, the charge for such change shall be $100.00 per zone.

B)        EXCESS SERVICE: EXCESS SERVICE is energy demanded, regardless of hours, with power demands for electricity in excess of TENANT'S ALLOWABLE USE.

C)        OVERTIME SERVICE:  OVERTIME SERVICE is energy consumed at all hours other than WORKING HOURS ("OVERTIME HOURS").  For the purpose of OVERTIME SERVICE, the Demised Premises may be separated into zones of use.

2.         Charges for NORMAL SERVICE: The charge for NORMAL SERVICE set forth in Paragraph 44 hereof is based upon the rate of $3.35 per annum per rentable square foot of the Demised Premises and is subject to escalation as hereinafter provided.

3.         Charges for OVERTIME SERVICE: Subject to escalation as hereinafter provided, the Landlord's  monthly charge for Tenant's  OVERTIME SERVICE, payable in addition to the charges for NORMAL SERVICE and EXCESS SERVICE, if applicable, shall be derived as follows:

A)        OVERTIME SERVICE: An amount equal to the number of OVERTIME HOURS in the month, multiplied by $.01, multiplied by the square feet of the zones in use.

B)        OVERTIME charges shall be increased by the same percentage the EXCESS SERVICE (if applicable) exceeds TENANT'S ALLOWABLE USE for NORMAL SERVICE.

C)        TWENTY-FOUR HOUR SERVICE: Any energy consumed in the Demised Premises for electric equipment requiring twenty-four (24) hour service shall be charged to Tenant on the basis of the metered kilowatt hours ("KWH") consumed by such equipment (as measured by the Building energy management system) at Landlord's  cost per KWH, plus $.015 per KWH for equipment maintenance and life cycle cost.  Such charges for TWENTY-FOUR HOUR SERVICE shall not apply with respect to energy consumed during periods of NORMAL SERVICE or periods for which Tenant requests OVERTIME SERVICE through the Building's energy management system. In the event that Tenant does not use such equipment related energy, Tenant shall not be charged the amounts set forth in this paragraph 3(C). 

These amounts shall be payable to Landlord, as Additional Rent, within thirty (30) days after Landlord shall bill Tenant therefor.

4.         Charges for EXCESS SERVICE:   The Landlord's  monthly charges for Tenant's EXCESS SERVICE, payable in addition to any charges for NORMAL SERVICE, OVERTIME SERVICE, and TWENTY-FOUR HOUR SERVICE, if applicable, shall be an amount derived as follows: The excess power demands for electricity above TENANT'S ALLOWABLE USE shall be charged to Tenant at the rate of $0.84 per rentable square foot per year, for each excess watt (or part thereof, computed and adjusted to the nearest 100th).

5.         Escalation of Charges for NORMAL SERVICE, EXCESS SERVICE, OVERTIME SERVICE and TWENTY-FOUR HOUR SERVICE: The charges referred to in this Schedule "B" are based upon the average of the current monthly rates promulgated by the applicable utility company for providing utility service to the Building, including electricity and gas, during the twelve (12) month period immediately prior to the date hereof ("Initial Average Monthly Rates").  The current monthly rates referred to in the prior sentence and elsewhere in this paragraph shall include all rates, classifications, surcharges, fuel and adjustment costs, and other component parts of the utility company's  bills for providing such utilities to the Building.  The charges set forth in this Schedule "B" shall be increased pro rata to reflect the percentage increase in the current monthly rates charged from time to time by such utility company over the Initial Average Monthly Rates. Landlord shall have the right to bill Tenant and Tenant agrees to pay such increase in utility company charges monthly, as additional rent.

24

6.         Landlord's   energy  management  system  will  be  conclusive  evidence  of  the computation of NORMAL SERVICE, EXCESS SERVICE, OVERTIME SERVICE and TWENTY­ FOUR HOUR SERVICE. However, Landlord hereby reserves to itself the right, from time to time, to use a reputable electric engineering company (the "Engineer") to make a survey of Tenant's energy usage requirements to determine whether the TENANT'S ALLOWABLE USE limitation has been exceeded and, if so, to what extent.   If these surveys indicate at the time that the cost to Landlord by reason thereof, computed on an annual basis at rates which would be charged by a public utility company servicing the Building for such purposes, is in excess of the initial cost similarly computed, then the additional rent provided for in this Schedule shall be increased as provided for herein, commencing with the first day of the month immediately following the computation of such survey and the submission of a copy thereof to Tenant.

7.         Landlord shall have full and unrestricted access to all air-conditioning and heating equipment, and to all other utility installations servicing the Building and the Demised Premises. Landlord reserves the right temporarily to interrupt, curtail, stop or suspend air-conditioning and heating service, and all other utilities, or other services, because of Landlord's inability to obtain, or difficulty or delay in obtaining, labor or materials necessary therefor, or in order to comply with governrnental restrictions in connection therewith, or for any other cause beyond Landlord's reasonable control. No diminution or abatement of Rent, additional rent, or other compensation shall be granted to Tenant, nor shall this Lease or any of the obligations of Tenant hereunder be affected or reduced by reason of such interruptions, stoppages or curtailments, the causes of which are hereinabove enumerated, nor shall the same give rise to a claim in Tenant's favor that such failure constitutes actual or constructive, total or partial, eviction from the Demised Premises.

8.         Telephone and data transmission service (collectively, "telephone/data service") shall be the responsibility of Tenant.   Tenant shall make all arrangements for telephone/data service directly with a telecommunications company supplying said service, including the deposit requirement for the furnishing of service.   Landlord shall not be responsible for any delays occasioned by the failure of said company to furnish such service.   In the event Landlord has designated a company as the prime telephone/data service provider for the Building, Tenant may use a different telephone/data service provider of its choice provided (A) such other provider shall be reasonably acceptable to Landlord, (B) the installation work of such provider shall be performed in accordance with the provisions of Paragraphs 3 and 45 of this lease relating to Permitted Alterations, and (C) such provider shall install the equipment required to provide such service to Tenant inside the Demised Premises and not in the common areas of the Building (except that the wiring and cabling to such equipment may be run through such common areas in the manner and location reasonably required by Landlord).

9.         At Landlord's option, it shall furnish and install all lighting tubes, bulbs and ballasts used in the Premises and Tenant shall pay Landlord's reasonable charges therefor, on demand, as additional rent.

10.      Landlord reserves the right to install an energy management system or from time to time to make modifications and/or upgrades to the existing energy management system in the Building and the Demised Premises in order to measure Tenant's consumption of electric current and HVAC service in the Premises.  The energy management system, whether presently existing or hereinafter installed, may cut off or curtail overhead lighting and HVAC service within the Demised Premises at the end of WORKING HOURS but such electric current and HVAC service may be restored, at Tenant's election, by a means which shall record Tenant's use of electric current and HVAC service after WORKING HOURS. The hours of usage recorded by such energy management system shall be conclusive evidence of Tenant's occupancy of the Premises after WORKING HOURS and shall be used to determine the amount Tenant shall pay for OVERTIME SERVICE pursuant to Section 3(A) of this schedule.

25

11.       In the event any supplemental air conditioning units or components (such unit or units shall be herein referred to as the "Supplemental AC System") service the Demised Premises, Tenant shall pay to Landlord, as additional rent together with each monthly installment of Rent due hereunder, a monthly charge for Tenant's use of the Building condenser water system equal to the product of (i) the total number of tons of capacity of the Supplemental AC System, multiplied by (ii) $75.00.  In addition, if a connection is made at Tenant's request or on Tenant's behalf, Tenant shall pay to Landlord, as additional rent upon billing therefor by Landlord, a one-time fee of $1,500.00 in order to reimburse Landlord for the cost and expense of connecting the Supplemental AC System to the Building's main condenser water system.

12.       HEATING, VENTILATION AND AIR CONDITIONING SPECIFICATIONS.  The base Building heating, ventilating and air conditioning system shall be capable of the following performance when the criteria noted are not exceeded:

A)        Between September  1 and June 1, the "heating  system" shall be operative and maintain a minimum of 70 degrees FDB when the outdoor temperature is 0 degrees FDB and the prevailing wind velocity does not exceed 15 mph.

B)        Between April 15 and October 14, the "cooling  system" shall be operative and maintain a maximum of 78 degrees FDB and 55% relative humidity when the outdoor temperature is 95 degrees FDB and 75 degrees FDB with the prevailing wind velocity not exceeding 13 mph.

C)         During the overlapping seasons (April 15 - June 1 and September 1 - October 15) both systems shall be operative (cooling and heating).

D)        Zoning temperature and balancing controls shall be operated solely by the Landlord to assure the conditions above.

E)        Maintenance  of  the  foregoing  temperature  conditions  is conditioned  upon  the following criteria, which, for purposes of this Lease, Tenant covenants it shall not exceed in any room, or area, within the demised premises:

(i)           Population Density .............................1person per 150 rentable square feet

(ii)          Lighting and Electrical Load Density........4 watts per rentable square foot

F)        The base building Heating, ventilating and air conditioning system shall provide exhaust and ventilation load in accordance with applicable code requirements.

26

EXHIBIT A

RENTAL PLAN DATED AS OF ____________  ___ , 2011

27

28

29

30

EXHIBIT A - 1

LOCATION OF SECURITY BOOTH

31

EXHIBIT B

FIXTURES EXISTING AT THE DEMISED PREMISES NOT REQUIRING

REMOVAL/RESTORATION AT THE EXPIRATION OF THE TERM

Fixtures Existing at the Demised Premises that Remain property of SMSC- 80 Arkay

Dr.

Inaddition  to the items  listed below that are the property of SMSC, fixtures that are currently installed at 80 Arkay Dr. or will be in the future that will remain the property of SMSC at the termination of the lease are-

Electrical Conditioning  Equipment utilized in our Test Operations to supply conditioned power to our test devices.

Reels to support compressed air and electrical feeds for Test Operations.

Property of SMSC -

Kitchen Appliances- Appliances used in Break Rms., Kitchens, Coffee Stations. Refrigerators, microwave ovens, coffee makers. This does not include specialty equipment purchased specifically for the operation of the Cafeteria.

Security Systems - Security access and surveillance systems consisting of electronic card readers, control panels, local server, card printer, CCTV cameras, recording equipment, cabinets, PCs, etc.

Fire Extinguishers- All portable fire extinguishers.

Supplementary Air Conditioning Systems·  Split type air conditioning units utilized to supplement main building units.

Telephone System-Telephone system consists of servers, switches, modular components, racks and cabinets, PCs, monitors, telephone instruments and cellular amplification systems.

Communications Cabling System-Copper and fiber optic cables, patch panels, racks, jacks, data switches, etc.

JT Equipment- Electronic data computing and switching equipment including wireless network broadcast equipment.

Audio Visual Equipment-Screens,  projectors, speakers, microphones, consoles, modular components, cabinets, PCs, monitors that make up our audio visual presentation and conferencing systems.

Furniture and Furnishings- Free standing furniture including desks, tables, chairs, cabinets, lockers. Modular furniture systems consisting of partition panels, work surfaces, shelves, cabinets, drawer modules, lighting and electrical components.

Storage Shelving and Rack Systems- Metal shelving and rack systems used for storage of equipment, materials, files, etc.

32

EXHIBIT C

HAZARDOUS MATERIALS USED IN CONNECTION WITH TENANT'S  BUSINESS

Table 3.1.1-80 ARKAY DRIVE

HAZARDOUS MATERIALS

USED BY QA FOR RELIABILTIY TEST AND FAlLURE ANALYSIS

MATERIAL	DOT Shipping Class	AKA	MAXIMUM QUANTITY
Acetone	3.2	ACETONE	8 Gals
Isopropyl Alcohol	3.2	IPA	8 gals
Fuming Nitric  Acid	5.1	HN03	8 pts
Sulfhric Acid	8.1	H2S04	4 gals
Fuming Sulfuric Acid	8.1	Oleum	2 pt
Acetic acid	8.1	Acetic	8 gals
Liquid Nitrogen	2.2	LN2	2200 liters
Alpha Metals Flux	3.2	AM-100	8 gallons
Buehler "Varidur"	0.2		2 pints
Lead Free Solder	0.2	Pb free	50 lbs
Varidur Kit	0.2	Plastic Powder
Ultramount Liquid	3.3	Acrylic Activator
Hydrochloric Acid	8.1	HCJ	1 pt
Hydrofluoric Acid	8.1	HF	1 pt
TetrabutylAmmonium Hydroxide	8.2		4 gals

USEDBYPRODUCTIONTESTTOMAINTAINSOCKETS

(Goldreplating-BrushApplication)

MATERIAL	DOT Shipping Class	AKA	MAXIMUM QUANTITY
TECHNIC INC TAS #1	8.2		lgal
TECHNIC Inc "TSC-15101"	8.3		20 lbs
Technic Inc "Gelling Agent"	0.2		l qt
Acid Nickel Brush Plating	6.1		2 gals
Technic Strip II	6.1		2 gal
Technic "Orobrush 999 No Gel"	6.1		2qt
Isopropyl Alcohol	3.2		2 pints
Speedball Cleaner			4 gals

33

Page1

Tier 2 Online Submission Report

Reporting period: From January 1, 2010 to December 31, 2010

Facility Name	SMSC	Facility ID	1633388
Department Name	Corp Facilities	Facility Email
Physical Address	80 Arkay Drive . Hauppauge. Suffolk county . NY- 11788. USA	Latitude /Longitude	40.813094 /-73.252969
Mall Address	80 Arkay Drive . Hauppauge . NY- 11788	Method of Determination	A1 -Address Matching (House Number)
NAICS	541710-	Location Description	CE - Center of Facility
Dun & Bradstreet	054988506 - Semiconductor Manufacturer

Contact Information	Name	Phone	Email	Mail address
Emergency Contact	Ed Montvidas	631-4344654 (24-hour)	ed.montvldas@smsc.com	80 Arkay Drive. Hauppauge.  COUNTY.
				NY -11788. USA
Owner IOperator	Don Sundin	6314344649 (Work)	don.sundin@smsc.com	80 Arkay Drive. Hauppauge. Suffolk
				COUNTY. NY-  11788. USAA
Submitter	Ed Montvidas	631-4344654 (24-hour)	ed.montvidas@smsc.com	80 Arkay Drive. Hauppauge.  COUNTY.
				NY- 11788. USA

Chemical Inventory Information

Chemical Description	Physical & Health Hazards	Inventory	Mixture components	Storage locations and codes (Non- Confidential)
CAS 64742650  Trade Secret o Chern. Name DieselFuel Pure x Mixture o Solid o Liquid x Gas o EHS o state Specific Information No State specific information	Fire x Pressure o Reactive o Acute o Chronic o	99999.0 Max. Daily Amount 24000.0Avg. Daily Amount 365 No. of Days On-site		1)NorthWestSideofBuilding:Type R.Pressure1. Temperature4.
CAS 7727379 Trade Secret o Chem.Name Pure x Mixture o Solid o Liquid x Gas x EHS o State Specific Information No State specific information	Fire o Pressure x Reactive o Acute o Chronic o	3750.0 Max. Daily Amount 2000.0Avg. Daily Amount 365 No. of Days On-site		1)NorthDriveway ByLoadingDock:TypeA.Pressure2. Temperature 7

FacilityName:SMSC FacilityID:1633388 Managed byThe University ofT exas at Dallas

34

Page2

Tier 2 Online Submission Report

Reporting period:From .January 1, 2010 to December 31, 2010

Chemical Description	Physical & Health Hazards	Inventory	Mixture components	Storage locations and codes (Non- Confidential)
CAS 7664939 Trade Secret o Chern. Name   SulphuricAcid Pure x Mixture x Solid o Liquid x Gas o EHSx State Specific Information No State specific information	Fire o Pressure o Reactive x Acute x Chronicx	999.0 Max. Daily Amount 600.0 Avg. Daily Amount 365 No. of Days On-site		1)UPS_Basement:Type R.Pressure.1.Temperature 4 2)UPS_BoilerRoomExistingBldg:Type R..Pressure1.. Temperature 4 3)LoadingDock-PalletJacks:Type R..Pressure 1. Temperature 4 4)QA-FailureAnalysisLab:Type R.Pressure1. Temperature 4

State Specific Information

No state specific information

Additional Information

o  I have attached a  document.  o  I have attached two or more documents.

Certification

I certify under penalty of law that I have personally examined and am familiar with the Information submitted in pages___ through ____, and that based on my inquiry of those individuals responsible for obtaining the information. I believe that the submitted Information is true, accurate and complete.

Name and official title of owner/operator OR owner/operator's authorized representative Signature Date signed

FacilityName:SMSC FacilityID:1633388 Managed byThe University of Texas at Dallas

35

EXHIBIT D

LOCATION OF FITNESS FACILITY

36

EXHIBIT E

PACICILO PLAN

37

 STANDARD FORM OF LOFT LEASE

 The Real Estate Board of New York, Inc.

Agreement of Lease, made as of this 13th day of March in the year 2012 between REP 80 ARKAY DRIVE, LLC party of the first part, herein after referred to as OWNER, and STANDARD MICROSYSTEMS CORPORATION party of the second part, hereinafter referred to as TENANT.

Witnesseth: Owner hereby leases to Tenant and Tenant hereby hires from owner in the building known as                            in the Borough of                                             City of New York for the term of *

                        (or until such term shall sooner cease and expire as herein after provided) to commence on the *                      day of                   in the yearand to end on the *                day of                      in the year                   and both dates inclusive, at the annual rental rate of *

*As set forth in the rider annexed hereto

Which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private at the time of payment, in equal monthly installments in advance on the first day of each month during said term at the office of Owner or such other place as Owner may designate, without any setoff or deduction whatsoever except that tenant shall pay the first                            monthly installments(s) on the execution hereof (unless this lease be a renewal).

In the event that, at the commencement of the term of this lease, or thereafter, Tenant shall be in default in the payment of rent to Owner pursuant to the terms of another lease with Owner or with Owner’s predecessor in interest, Owner may at Owner’s option and without notice to Tenant add the amount of such arrears to any monthly installments of rent payable hereunder and the same shall be payable to Owner as additional rent.

The parties hereto, for themselves their heirs, distribute, executors, administrators, legal representative, successors and assigns, hereby covenant as follows:

Rent:                                           1. Tenant shall pay the rent as above and as hereinafter provided.

Occupancy:                                2. Tenant shall use and occupy the demised premises for office, warehouse, manufacturing and laboratory use and for any other ancillary use related to Tenant’s business then operating at the Premises provided such use is in accordance with the certificate of occupancy for the building if any, and for no other purpose.

Alterations:                               3.Tenant shall make no changes on or  to the demise premises of any nature without Owner's prior written consent. Subject to the prior written consent of Owner, and to the provisions of this article Tenant, at Tenant’s expense, may make alterations, installations, additions or improvements which are nonstructural and which do not affect utility services or plumbing and electrical lines, in or to the interior of the demised premises, using contractors or mechanics first approved in each instance by Owners. Tenant shall, at its expense, before making any alterations, additions, installations, or improvements obtain, and Owner shall cooperate with Tenant, at no cost or expesne to Owner, and execute such forms as Tenant may reasonably request to enable Tenant to obtain, all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (upon completion) certificates of final approval thereof, and shall deliver promptly duplicates of all such permits, approvals and certificates to Owner. Tenant agrees to carry, and will cause Tenant’s contractors and sub-contractors to carry, such worker’s compensation, commercial general liability, personal and property damage insurance as Owner may reasonably require. If any mechanic’s lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant whether or not done pursuant to this article, the same shall be discharged by Tenant within thirty (30) days after tenant has knowledge thereof thereafter, at Tenant’s expense, by payment of filing a bond as permitted by law. All fixtures and all paneling partitions, railings and like installations, installed in the demised premises at any time, either by Tenant or by Owner on Tenant’s behalf shall upon installation become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner by notice to Tenant given in accordance with Section 45 of this lease. no later than twenty (20) days prior to the date fixed as the termination of the lease. Elects to relinquish Owner’s right thereto and to have them removed by tenant, in which event the same shall be removed from the demised premises by Tenant prior to the expiration of the lease, at tenant’s expense. Nothing in this article shall be construed to give Owner title to, or to prevent Tenant’s removal of, trade fixtures, moveable office furniture and equipment, but upon removal of same from the demised premises, or upon removal of other installations as may be required by Owner. Tenant shall immediately and at its expense, repair and restore the demised premises to the condition existing prior to any such installations, and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in the demised premises after Tenant's removal shall be deemed abandoned and may at the election of Owner, either be retained as Owner's property or removed from the demised premises by Owner, at Tenants expense.

Repairs:                                      4. Owner shall maintain and repair the exterior of and public portions of the building. Tenant shall, throughout the term of this lease, take good care of the demised premises including the bathrooms and lavatory facilities contained therein, if any (if the demised premises encompasses the entire floor of the building), the windows and window frames, and the fixtures and appurtenances therein, and at Tenant's sole cost and expense promptly make all repairs thereto and to the building, whether structural or non-structural in nature, caused by, or resulting from, the carelessness, omission neglect or improper conduct of Tenant, Tenant's servants, employees, invitees, or licensees, and whether or not arising Tenant's conduct or omission, when required by other provisions of this lease, including article 6 Tenant shall also repair all damage to the building and the demised premises caused by moving of Tenant's fixtures, furniture or equipment. Al the aforesaid repairs shall be of quality or class equal to the original work or construction. If Tenant fails, after thirty (30) ten (10) days notice, to proceed with due diligence to make repairs required to be made by Tenant, the same may be made by Owner at the expense of Tenant and the expenses thereof incurred by Owner shall be collectible, as additional rent, after rendition of a bill or statement therefore. If the demised premises be or become infested with vermin, Tenant shall, at its expense, cause the same to be exterminated. Tenant shall give Owner prompt notice of any defective condition in any plumbing, heating system or electrical lines located in the demised premises, and following such notice. Owner shall remedy the condition with due diligence, but at the expense of Tenant, if repairs are necessitated by damage or injury attributable to Tenant, Tenant’s servants, agents, employees, invitees or licensees as foresaid. Except as specifically provided in Article 9 or elsewhere in this lease, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner, Tenant or others making or failing to make any repairs, alterations, additions or improvements in or any portion of the building or the demised premises, or in and to the fixtures, appurtenances or equipment thereof. In exercising the rights set forth herein, Owner will use commercially reasonable efforts to minimize interference or disruption to Tenant’s business and except in an emergency. Owner will provide Tenant with prior notice of any such repairs, alterations, additions or improvements. It is specifically agreed that Tenant shall not be entitled to any setoff or reduction of rent by reason of any failure of Owner to comply with the covenants of this or any other article of this lease. Tenant agrees that Tenant’s sole remedy at law in such instance will be by way of an action for damages for breach of contract. The provisions of this Article 4 with respect to the making of repairs shall not apply in the case of fire or other casualty with regard to Which Article 9 hereof shall apply.

Window Cleaning:                    5. Tenant will not clean nor require the permit, suffer or allow any window in the demisedpremises to be cleaned from the outside in violation of Section 202 of the New York State Labor Law or any other applicable law, or of the Rules of the Board of Standards and Appeals, or of any other Board or body having or asserting jurisdiction.

Requirements of law,

Fire Insurance,

Floor loads:                                6. Prior to the commencement of the lease term, if Tenant is then in possession and at all times thereafter. Tenant shall at Tenant’s sole cost and expense, promptly comply with all present and future laws, orders, and regulations of all state, federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, Insurance Services Office, or any similar body which shall impose any violation, order or duty upon Owner or Tenant with respect to the demised premise, whether or not arising out of Tenant’s particular use or manner of use thereof, or, with respect to building, if arising out of Tenant’s particular use or manner of use of the demised premises of the building (including, the use permitted under the lease). Except as provided in Article 30 hereof, nothing herein shall require Tenant to make structural repairs or alterations unless Tenant has, by its manner of use of the demised premises or method of operation therein, violated any such laws, ordinances, orders, rules, regulations or requirements with respect thereto. Tenant shall not do or permit any act or thing to be done in or to the demised premises which contrary to law, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Owner, or which shall or might subject Owner to any liability or responsibility to any person, or for property damage. Owner acknowledges that the mere use of the demised premises for purposes permitted under Section 51 of the Rider will not violate or conflict with any of Owner’s insurance policies for the Building. Tenant shall not keep anything in the demised premises except as now or hereafter permitted by the Fire

Department, Board of Fire Underwriters, Fire insurance Rating Organization and other authority having jurisdiction, and then only in such manner and such quantity so as not to increase the rate for the fire insurance applicable to the building, nor use the demised premises in a manner which will increase the insurance rate for the building or any property located therein over that in effect prior to the commencement of Tenant’s occupancy. If by reason of failure to comply with the foregoing the fire insurance rate shall, at the beginning of this lease or at any time thereafter, be higher than it otherwise would be, then tenant shall reimburse Owner, as additional rent hereunder, for that portion of all fire insurance premiums thereafter paid by Owner which shall have been charged because of such failure by Tenant. In any action or proceeding wherein Owner and Tenant are parties, a schedule or “make-up” or rate for the building or demised premises issued by a body making fire insurance rates applicable to send premises shall be presumptive conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to said premises. Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by Tenant, at Tenant’s expense in settings sufficient in Owner’s judgment to absorb and prevent vibration, noise and annoyance.

Subordination:                           7. This lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect such leases or the real property of which the demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such underlying leases and mortgages. This clause shall be self-operative and no further instrument or subordination shall be required by any ground or underlying lessor or by any mortgage, affecting any lease or the real property of which the demised premises are a part. In confirmation of such subordination, Tenant shall from time to time execute promptly any certificate that Owner may request.

Tenant’s Liability

Insurance Property loss,

damage, Indemnity:                  8. Owner or its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the building, nor for loss of, or damage to, any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by, or due to, the negligence or wilful misconduct of Owner, its agents, servants or employees; Owner or its agents shall not be liable for any damage caused by other tenants or persons in, upon or about said building or caused by operations in connection of any private, public or quasi public work unless caused by or due to the negligence or wilful misconduct of Owner, its agents, servants or employees. If at any time any windows of the demised premises are temporarily closed, darkened or bricked up, (or permanently closed, darkened or bricked up, if required by law) for any reason whatsoever including, but not limited to, Owner’s own acts. Owner shall not be liable for any damage Tenant may sustain thereby, and Tenant shall not be entitled to any compensation therefore nor abatement or diminution of rent, nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall indemnify and save harmless Owner against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Owner shall not be reimbursed by insurance, including reasonable attorney’s fees, paid, suffered or incurred as a result of any breach by Tenant, Tenant’s agents, contractors, employees, invitees, or licensees, of any covenant or condition of this lease or the carelessness, negligence or improper conduct of Tenant, Tenant’s agents, contractors, employees, invitees or licensees. Tenant’s liability under this lease extends to the acts and omissions of any subtenant. In case any action or proceeding is brought against Owner by reason of any such claim, Tenant upon written notice from owner, will at Tenant’s expense resist or defend such action or proceeding by counsel approved by Owner in writing such approved not be unreasonably withheld.

Destruction, Fire,

and Other Casualty:                 9. (a) If the demised premises or any part thereof shall be damaged by fire or other casualty, Tenant shall promptly upon notice thereof, give give immediate notice thereof to Owner and this lease shall continue in full force and effect except as hereinafter set forth. (b) If the demised premises are partially damaged or rendered partially unusable or materially inaccessible by fire or other casualty, the damages thereto shall be repaired by, and at the expense of, Owner, and the rent and other items of additional rent, until such repair shall be substantially completed, shall be apportioned from the day of following the casualty according to the part of the demised premises which is usable. (c) If the demised premises are totally damaged or rendered wholly unusable or wholly inaccessible by fire or other casualty, (it being acknowledged and agreed that “totally” and “wholly” shall mean damage to 75% or more of the useable area of the demised premises) then the rent and other items of additional rent as hereinafter expressly provided shall be proportionately paid up to the time of the casualty and henceforth shall cease until the date when the demised premises shall have been repaired and restored by Owner (or sooner reoccupied in part by Tenant then rent shall be apportioned as provided in subsection (b) above), subject to Owner’s right to elect not to restore the same as hereinafter provided (d) If the demised premises are rendered wholly unusable or wholly inaccessible (whether or not the demised premises are damaged in whole or in part) if the building shall be so damaged that Owner shall decide to demolish it or to not rebuild it, then in any of such events, Owner may elect to terminate this lease by written notice to Tenant, given within sixty (60) ninety (90) days after such fire or casualty, or thirty (30) days after adjustment of the insurance claim for such fire or casualty, whichever is sooner, specifying a date for the expiration of the lease, which date shall not be more than thirty (30) sixty (60) days after the giving of such notice, and upon the date specified in such notice the term of this lease shall expire as fully and completely as if such date were the date set forth above  for the termination of this lease, and Tenant shall forthwith quit, surrender and vacate the demised premises without prejudice however, to Owner’s rights and remedies against tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date, and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to tenant. Unless Owner shall serve a termination notice as provided for herein. Owner shall make the repairs and restorations under the conditions of (b) and (c) hereof, with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Owner’s control. After any such casualty. Tenant shall cooperate with Owner’s restoration by removing from the demised premises as promptly as reasonably possible; all of Tenant’s salvageable inventory and movable equipment, furniture, and other property, Tenant’s liability for rent shall resume five (5) business days after written notice from Owner that the demised premises are substantially ready for tenant’s occupancy. (e) Nothing contained to the contrary in subdivisions (a) through 9e) hereof, including Owner’s obligation to restore under subparagraph (b) above, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible, and to the extent permitted by law. Owner and tenant each hereby releases and waives all right of recovery with respect to subparagraphs (b), (d) and (c) above, against the other or any one claiming through or under each of them by way of subrogation or otherwise. The release and waiver herein referred to shall be deemed to include any loss or damage to the demised premises and/or to any personal property, equipment, trade fixtures, goods and merchandise located therein. Both Owner and Tenant shall obtain property insurance policies that The foregoing release and waiver shall be in force only if both release insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium within ten (10) days after written demand or shall be deemed to have agreed that the party obtaining insurance coverage shall be free of any further obligation under the provisions hereof with respect to waiver of subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant’s furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by Tenant, and agrees that Owner will not be obligated to repair any damage thereto or replace the same (f) Tenant hereby waives the provisions of this article shall govern and control in lieu thereof.

Eminent domain:                        10. If the whole or any material part of the demised premises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired terms of said lease. Tenant shall have the right to make an independent claim to the condemning authority for the value of Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the terms of the lease to remove such property, trade fixtures and equipment at the end of the term, and provided further such claim does not reduce Owner’s award. All Rent and Additional rent shall be pro-rated and adjusted to the date of the vesting of title

Assignment

Mortgage Etc.:                           11. Tenant, for itself, its heirs, distributes, executors, administrators, legal representatives, successors and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Owner in each instance. Which consent shall not be unreasonably withheld, conditioned or delayed. Transfer of the majority of the stock of corporate Tenant or the majority interest in any partnership or other legal entity which is Tenant shall be deemed as assignment. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may after default by Tenant, collect rent from the assignee, undertenants or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underlying, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Owner to an assignment or under letting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or under letting.

Electric Current:                      12. Rates and condition in respect to sub metering or rent inclusion as the case may be to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installations and Tenant may not use any electrical equipment which in Owner’s opinion reasonably exercised, will overload such installations or interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service shall in no way make Owner liable or responsible to Tenant for any loss damages or expenses which Tenant may sustain.

Access to Premises:                13. Owner or Owner’s agents shall have the right (but shall not be obligated) to enter the demised premises in any emergency at any time and at other reasonable times, upon reasonable prior notice to examine the same and to make such repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to any portion of the building, or which Owner may elect to perform in the demised premises after Tenant’s failure to make repairs, after reasonable notice of the need to make same or perform any work which Tenant is obligated to perform under this lease, after reasonable notice of the need to make same or for the purpose of complying with laws, regulations and other directions of governmental authorities. Tenant shall permit Owner to use, maintain and replace pipes, ducts, and conduits in and through the demised premises, and to erect new pipes, ducts, and conduits therein provided such pipes and conduits do not materially and adversely reduce the usable area of the demised premises and, wherever possible, that they are within walls or otherwise concealed. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction, nor shall Tenant be entitled to any abatement of rent while such work is in progress, nor to any damages by reason of loss or interruption of business or otherwise. Owner shall use commercially reasonable efforts to minimize interference with the conduct of tenant’s business in connection with Owner’s exercise of the rights set forth herein. Throughout the term hereof Owner shall have the right to enter the demised premises at reasonable hours for the purpose of showing the same to prospective purchasers or mortgagees of the building, and during the last twelve (12) six (6) months of the term for the purpose of showing the same to prospective tenants, and may during said twelve (12) six (6) months period, place upon the demised premises the usual notices “To Let” and “For sale” which notices Tenant shall permit to remain thereon without molestation. If Tenant is not present to open and permit an entry into the demised premises, Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or forcibly, and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents liable therefore, nor in any event shall the obligations of tenant hereunder be affected. If during the last month of the term Tenant shall have removed all or substantially all of Tenant’s property there front, Owner may immediately enter, alter, renovate or redecorate the demised premises without limitation or abatement of rent or incurring liability to tenant for any compensation and such act shall have no effect on this lease on Tenant’s obligation hereunder.

Vault, Vault

Space. Area:                               14. No vaults vault space or Enclosed or covered, not of the building is leased hereunder anything contained in or in indicated on any sketch blue print or plan, or anything contained elsewhere in this lease to the contrary notwithstanding Owner makes no representation on to the location of the property line of the building. All vaults and vault space and all such areas not within the property line of the building, which Tenant may ne permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility Owner shall not be subject to any liability, nor shall Tenant be entitled to any compensation or diminution or requisition to deemed constructive or actual eviction any tax fee or charge of municipal authorities for such vault or area shall be paid by Tenant, if used by Tenant, whether or not specifically leased hereunder.

Occupancy:                                15. Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which the demised premises are a part Tenant has inspected the demised premises and accepts them as is, subject to the riders annexed hereto with respect to Owner’s work if any. In any event Owner makes no representation as to the condition of the demised premises and Tenant agrees to accept the same subject to violations whether or not of record. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant’s business, Tenant shall be responsible for and shall procure and maintain such license or permit.

Bankruptcy:                               16 (a)  Anything elsewhere in this lease to the cancelled by Owner by sending of a written Notice to Tenant within a reasonable time after the happening of any one or more of the following Events (1) the commencement of a case in bankruptcy or under the laws of any state naming Tenant (or a guarantor of any of any of Tenant’s obligations under this lease) as the debtor, which, if involuntary is not dismissed within ninety (90) days after filing, or (2) the making by Tenant (or a guarantor of any of Tenant’s obligations under this lease) of an assignment or any other arrangement for the benefit of creditors under any state statute. Neither Tenant nor any person claiming through or under Tenant, or by reason of any statute or order of court shall thereafter be entitled to possession of the premises demised, but shall forthwith quit and surrender the demised premises .If this lease shall be assigned in accordance with its terms, the provisions of this Article 16 shall be applicable only to the party then owning Tenant’s interest in this lease.

(b) It is stipulated and agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any other provisions of this lease to the contrary be entitled to recover from Tenant, as and for liquidated damages an amount equal to the difference between the rental reserved hereunder for the unexpired portion of the term demised and the fair reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the rate of four percent (4%) per annum. If the demised premises or any part thereof be relet by Owner for the unexpired term of said lease, or any part thereof, before presentation of proof of such liquidated damages to any court, commission, or tribunal the amount of rent reserved upon such reletting shall be deemed to be the fair and reasonable rental value for the part or the whole of the demised premises so re-let during the term of re-letting. Nothing here in contained shall limit or prejudice the right of the Owner to prove for and obtain as liquidated damages by reasons of such termination, an amount equal to the maximum allowed by any statute or role of law in effect at the time when and governing proceedings in which such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

Default :                                      17. (1) If Tenant defaults in fulfilling any of the covenants of this lease other than covenants for the payment of rent or additional rent, or if the demised premises becomes vacant or deserted, or if this lease be rejected under §365 of Title 11 of the U.S Code (Bank bankruptcy Code); or if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the demised shall be taken or occupied by someone other than the Tenant, or if Tenant shall be in default with respect to any other lease between Owner and Tenant, or if Tenant shall have failed after five (5) days written notices to redeposit with Owner may portion of the security deposited here under which Owner law applied to the payment of any rent and additional rent due and payable hereunder or if Tenant fails to move into or take possession of the demised premises within thirty (30) days after the commencement of the rent of this lease, of which fact Owner shall be the sole judge; then in any one or more of such events, upon Owner serving a fifteen (15) thirty (30) days notice upon Tenant specifying the nature of said default, upon the expiration of said fifteen (15) thirty (30) days, if Tenant shall have fail to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said fifteen (15) thirty (30) day period and if Tenant shall not have diligently commenced during such default within such fifteen (15) thirty (30) day period, and shall not thereafter with reasonable diligently and in good faith, proceed to remedy of cure such default, then Owner may serve a written five (5) days notice of cancellation of this lease upon Tenant, and upon the expiration of said five (5) days this lease under term there under shall end and expire as fully and completely as if the expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term there of, and Tenant shall then quit and surrender the demised premises to Owner, but Tenant shall remain liable as herein after provided.

(2)  If the notice provided  for in (1) hereof shall have been given and the term shall expire as aforesaid: or if Tenant shall be default in the payment of the rent reserved here in or any item of additional  rent herein mentioned and such default is not cured within five (5) business days after written notice from Owner to Tenant or any part of either, or in making any other payment herein required then and in any of such events, Owner may without additional notice, re-enter the demised premises either by force or otherwise, and dispossess Tenant by summary proceedings or otherwise, and the legal representative of Tenant or other occupant of the demised premises, and remove their effects and hold the demised premises as if this lease had not been made, and Tenant hereby waves the service of notice of intention to re-enter or to institute legal proceedings to that end. If Tenant shall make default hereunder prior to the date fixed as the commencement of any renewal or extension of this lease. Owner may cancel and terminate such renewal or extension agreement by written notice.

Remedies of Owner

and Waiver of

Redemption:                               18. In case of any such default, re-entry, expiration and/or disposses by summary proceedings or otherwise, (a) the rent, and additional rent, shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, (b) Owner may re-let the demised premises or any part or parts thereof, either in the name of Owner or otherwise, for a term or terms, which may at Owner’s option be less than or exceed the period which would otherwise have constituted the balance of the terms of this lease, and may grant concession or free rent or change a higher rental than that in this lease, (c) Tenant or the legal representatives of Tenant shall also pay to Owner as liquidated damages for the failure of Tenant to observe and perform and Tenant’s covenants herein contained any deficiency between the rent hereby reserved and or covenanted to be paid and the net amount, if any of the rents collected on account of the subsequent lease or leases of the demised premises for each month of the period which would otherwise have constituted the balance of the term of this lease. The failure of Owner to re-let the demised premises or any part or parts thereof shall not release or affect Tenant’s liability for damages. In computing such liquidated damages there shall be added to the said deficiency such reasonable expenses as Owner may incur in connection with re-letting, such as legal expenses, reasonable attorneys fees, brokerage, advertising and for keeping the demised premises in good order or for preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this lease, and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Owner to collect the deficiency for any subsequent month by a similar proceeding. Owner in putting the demised premises in good order or preparing the same for re-rental may, at Owner’s option, make such alterations, repairs, replacements, and/or decorations in the demised premises as Owner, in Owner’s sole judgment, considers advisable and necessary for the purpose of re-letting the demised premises, and the making of such alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever for failure to re-let the demised premises, or in the event that the demised premises are re-let, for failure to collect the rent thereof under such re-letting, and in no event shall Tenant be entitled to receive any excess, if any, of such net rents collected over the sums payable by Tenant to Owner hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Owner shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for Mention in this lease of any particular remedy shall not preclude Owner from any other remedy, in law or in equity. Tenant hereby expressly waives any and/or rights of redemption granted by or under any present or future laws.

Fees and Expenses:                   19. If Tenant shall default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under, or by virtue of, any of the terms or provisions in any article of this lease, after notice if required  and upon expiration  of the applicable grace period , if any, (except in an emergency), then, unless otherwise provided elsewhere in this lease, Owner may immediately, or at any time thereafter, and without additional notice, perform the obligation of Tenant thereunder. If Owner in connection with the foregoing, or in connection with any default by Tenant in the covenant to pay rent hereunder, makes any expenditures or incur any obligations for the payment of money, including but not limited to reasonable attorneys fees, instituting, prosecuting or defending any action or proceeding and prevents in any such action or proceeding, then Tenant will reimburse Owner for such sums so paid or obligations incurred with interest and costs. The foregoing reasonable expenses incurred by reason of Tenant’s default shall be deemed to be additional rent hereunder and shall be paid by Tenant to Owner within ten (10) thirty (30) days of rendition of any bill or statement to Tenant therefore. If Tenant’s lease term shall have expired at the time of making of such expenditures or incurring of such obligations, such sums shall be recoverable by Owner as damages.

Building Alterations

and Management:                     20. Owner shall have the right at any time, without the same constituting an eviction and without incurring liability to Tenant therefore, to change the arrangement and or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the building and to change the name, number or designation by which the building may be known, provided such change does not decrease or increase the rentable square feet of the demised premises.  There shall be no allowance to Tenant for discrimination  of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or other Tenant making any repairs in the building or any such alterations, additions and improvements. Furthermore Tenant shall have any claim against Owner by reason of Owner’s imposition of any controls of the manner access to the building by Tenant’s social or business visitors, as Owner may necessary for the security of the building and its occupants.

No Representations

by Owner:                                   21. Neither Owner nor Owner’s agents have made any representations or promises with respect to the physical condition of the building, the land upon which it is erected, the demised premises, the rents, leases, expenses of operations, or any other matter or thing affecting or related to the demise premises or the building except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provision of this lease. Tenant has inspected the building and the demised premises and is thoroughly acquainted with their condition and agrees to take the same “as-is” on the date possession is tendered, and acknowledges that the taking of possession of the demised premises by Tenant shall be convulsive evidence that the said premises, and the building of which the same form a part, were in good and satisfactory condition at the time such possession was so taken except as to latent defeats. All understandings and agreements heretofore made between the parties here to are merged in this contract, which alone fully and completely expresses the agreement between Owner and Tenant, and any executory agreement hereafter  made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against when enforcement of the change modification, discharge or abandonment is sought.

End of Term:                              22. Upon the expiration or other termination of the term of this lease. Tenant shall quit and surrender to Owner the demised premises, “broom-clean” in good order and condition, ordinary wear,  damage by fire or other casualty and damages which Tenant is not required to repair as provided elsewhere in this lease excepted, and Tenant shall remove all its property from the demised premises except as otherwise provided herein. Tenant’s obligation to observe or perform this covenant shall survive the expiration or other termination of this lease. If the last day of the term of this lease, or any renewal thereof, falls on Sunday, this lease shall expire at noon on the preceding Saturday, unless it be a legal holiday, in which case it shall expire at noon on the preceding business day.

Quite Enjoyment:                      23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and additional rent and observing and performing all the terms, covenants and conditions, on Tenant’s part to be observed and performed. Tenant may peaceably and quietly enjoy the premises hereby demised, subject, nevertheless, to the terms and conditions of the lease including, but not limited to, Article 34 hereof, and to the ground leases, underlying leases and mortgages hereinbefore mentioned.

Failure to Give

Possession:                                24. If Owner is unable to give possession of the demised premises on the date of the commencement of the term hereof because of the holding-over or retention of possession of any tenant, undertenant or occupants, or if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured, or if Owner has not completed any work required to be performed by Owner, or for any other reason. Owner shall not be subject to any liability for failure to give possession on said date and the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any way to extend the term of this lease, but the rent payable hereunder shall be abated (provided Tenant is not responsible for Owner’s inability to obtain possession or complete any work required) until after Owner shall have given Tenant notice that Owner is able to deliver possession in the condition required by this lease. If permission is given to Tenant to enter into possession of the demised premises or to occupy premises other than the demised premises, prior to the date specified as the commencement of the term of this lease. Tenant covenants and agrees that such possession and/or occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this lease, except the obligation to pay the fixed annual rent set forth in page one of this lease. The provisions of this article are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

No waiver:                                   25. The failure of Owner or Tenant to seek redress for violation of, or to insist upon the strict performance of, any convenient or condition of this lease, or of any of the Rules and Regulations, set forth or hereafter adopted by Owner, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the force and effect of an original violation. The receipt by owner of rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach, and no provision of this lease shall be deemed to have been waived by either party Owner unless such waiver be in writing signed by such party Owner. No payment by Tenant, or receipt by Owner, of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than an account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner’s right to recover the balance of such rent or pursue any other remedy in this lease provided. All checks tendered to Owner as and for the rent of the demised premises shall be deemed payments for the account of Tenant. Acceptance by Owner of rent from anyone other than Tenant shall not be deemed to operate as an attornment to Owner by the payor of such rent, or as a consent by Owner to an assignment or subletting by Tenant of the demised premises to such payor or as a modification of the provisions of the lease. No act or thing done by Owner or Owner’s agents during the term hereby demised shall be deemed an acceptance of a surrender of said premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or Owner’s agent shall have any power to accept the keys of said premises prior to the termination of the lease, and the delivery of keys to any such agent or employee shall not operate as a termination of the lease or a surrender of the demised premises.

Waiver of Trial

 by Jury:                                      26. It is mutually agreed by and between Owner and Tenant that the respective parties hereto shall, and they hereby do, waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this lease, the relationship of Owner and Tenant, Tenant’s use of or occupancy of demised premises and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Owner commences and proceeding or action for possession, including a summary proceeding for possession of the demised premises. Tenant will not interpose any counterclaim of whatever nature or description which are not mandatory to preserve such claim under applicable lawin any such proceeding, including a counterclaim under Article 4, except for statutory mandatory conduct claims.

Inability to Perform:                27. This lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenanted and agreements hereunder on part of Tenant to be performed shall in no way be affected, impaired or excused because Owner is unable to fulfill any of  its obligations under this lease, or to supply, or is delayed in supplying, any service expressly or impliedly to be supplied, or is unable to make, or is delayed in making, any repairs, additions, alterations or decorations, or is unable to supply, or is delayed in supplying, any equipment, fixtures or other materials, if Owner is prevented or delayed from doing so by reason of strike or labor troubles, or any cause whatsoever beyond Owner’s sole control including, but not limited to, government preemption or restriction, or by reason of any rule, order or regulation of any department or subdivision thereof of any government agency, or by reason of the conditions which have been or are affected, either directly or indirectly, by war or other emergency.

Rider to be added

if necessary

Bills and Notices:                     28. Except as otherwise in this lease provided, any notice, statement, demand or other communication  required or permitted to be given, rendered or made by either party to the other, pursuant to this lease or pursuant to any applicable law or requirement of public authority, shall be in writing (whether or not so stated elsewhere in this lease) and shall be deemed to have been properly given, rendered or made, if sent by registered or certified mail (express mail, if available), return receipt requested, or by courier guaranteeing overnight delivery and furnishing a receipt in evidence thereof, addressed to the other party at the address herein above set forth (except that after the date specified as the commencement of the term of this lease. Tenant’s address, unless Tenant shall give notice to the contrary, shall be the building), and shall be deemed to have been given, rendered or made (a) on the date delivered, if delivered to Tenant personally, (b) on the date delivered, if delivered by overnight courier or (c) on the date which is two (2) days after being mailed. Either party may, by notice as aforesaid, designate a different address or addresses for notice, statements, demand or other communications intended for it. Notices given by Owner’s managing agent shall be deemed a valid notice if addressed and set in accordance with the provisions of this Article. At Owner’s option, notices and bills to Tenant may be sent by hand delivery.

Water Charges :                      29. If Tenant requires, uses or consumes water for any purpose in addition to ordinary lavatory purposes (of which fact Owner shall be the sole judge) Owner may install a water meter and thereby measure Tenant’s water consumption for all purposes. Tenant shall pay Owner for the cost of the meter and the cost of installation. Throughout the duration of Tenant’s occupancy, Tennant shall keep said meter and installation equipment in good working order and repair at Tenant’s own cost and expense. In the event Tenant fails to maintain the meter and installation equipment in good working order and repair (of which fact Owner shall be the sole judge) Owner may cause such meter and equipment to be replaced or repaired, and collect the cost thereof from Tenant as additional rent. Tenant agrees to pay for water consumed, as shown on said meter ad and when bills are rendered, and in the event Tenant defaults in the making of such payment, Owner may pay such charges and collect the same from Tenant as additional rent. Tenant covenants and agrees to pay, as additional rent, the sewer rent, charge or any other tax, rent or levy which no or hereafter is assessed, imposed or a lien upon the law demised premises, or the reality of which they are a part, pursuant to any law, order or regulation made or issued in connection with the use, consumption, maintenance or supply of water, the water system or sewage or sewage connection or system. If the building, the demised premises, or any part thereof , is supplied with water through a meter through which water is also supplied to other premises. Tenant shall pay to Owner, as additional rent, on the first day of each month.*        %              ($XXXXXXXXX) of the total meter charges as Tenant’s portion. Independently of, and in addition to, any of the remedies reserved to Owner hereinabove or elsewhere in this lease. Owner may sue for and collect any monies to be paid by Tenant, or paid by Owner, for any of the reasons or purposes hereinabove set forth.

Sprinklers:                                30. Anything elsewhere in this lease to the contrary notwithstanding, if the New York Board of Fire Underwriters or the New York Fire Insurance Exchange or any bureau, department or official of the federal, state or city government recommended or require the installation of the sprinkler system, or that any changes, modifications, alterations, or additional sprinkler hands or other equipment be made or supplied in an existing sprinkler system by reason of Tenant’s business, the location of partitions, trade fixtures, or other contents of the demised premises, or for any other reason, or if any such sprinkler system installations, modifications, alterations, additional sprinkler heads or other such equipment, become necessary to prevent the imposition of a penalty or charge against the full allowances for a sprinkler system in the fire insurance rate set by said Exchange or any other body making fire insurance rates, or by any fire insurance company. Tenant shall, at tenant’s expense, promptly make such sprinkler system installations, changes, modifications, alterations. And supply additional sprinkler heads or other equipment is required, whether the work involved shall be structural or non-structural in nature. Tenant shall pay to Owner as additional rent the sum of            $       *, on the first day of each month during the term of this lease, as Tenant’s portion of the contract price for sprinkler supervisory service.

Elevators, Heat, Cleaning:       31. As long as Tenant is not in default under any the covenants of this lease, beyond the applicable grace period provided in this lease for the curing of such defaults, Owner shall: (a) provide necessary passenger elevator facilities on business days from 8 a.m to 6 p.m and on Saturdays from 8 am to 1p.m: (b) if freight elevator service is provided, same shall be provided only on regular business days. Monday through Friday incisive, and on those days only between the hours of 9 am and 12 non and between 1 p.m and 5 p.m : (c) subject to the further provisions of the Rider to this lease, furnish heat, water and other services supplied by Owner to the demised premises when and as required by law on business days from 8 a.m to 6 p.m and on Saturdays from 8 am to 1 p.m : (d) subject to the further provisions of the Rider to this lease, clean the public halls and public portions of the building which are used in common by all tenants. Tenant shall, at Tenant’s expense, keep the demised premises, including the windows, clean and in order, to the reasonable satisfaction of Owner, and for that purpose shall employ person or persons, or cooperation’s approved by Owner. Tenant shall pay to Owner the cost of removal of any of Tenant’s refuse and rubbish from the building. Bills for the same shall be rendered by Owner to Tenant at such time as Owner may elect, and shall be due and payable hereunder, and the amount of such bills shall be deemed to be, and be paid as additional rent. Tenant shall, however, have the option of independently contracting for the removal of such rubbish and refuse in the event that Tenant does not wish to have same done by employees of Owner. Under such circumstances, however, the removal of such refuse and rubbish by others shall be subject to such rules and regulations as, in the judgment of Owner, are necessary for the proper operation of the building. Owner reserves the right to stop service of the heating, elevator, plumbing and electric systems, when necessary, by reason of accident or emergency, or for repairs, alterations, replacements or improvements, which in the judgment of Owner are desirable or necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. If the building of which the demised premises are a part supplies manually operated elevator service, Owner may proceed diligently with alterations necessary to substitute automatic control elevator service without in any way affecting the obligations of Tenant hereunder. Owner shall perform all such work in a good and workmanlike manner and shall use commercially reasonable efforts to minimize interference with Tenant’s business at the Demised Premises.

*Tenant’s Proportionate Share

Security:                                     32.Tenant has deposited with Owner the sum of $              as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, or any other sum as to which Tenant is in default, or for any sum which Owner may expend, or may be required to expend, by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be replenished to its former amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to tenant after the date fixed as the end of the lease, and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Owner shall have the right to transfer the security to the Vendee or lessee, and Owner shall thereupon be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the new Owner solely for the return of the said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the monies deposited herein as security, and the neither Owner nor its successor or assigns shall be bound by any such assignment, encumbrance, attempted assignment or exempted encumbrance.

Captions:                                     33. The Captions are inserted as a matter of convenience and for reference, and in no way define, limit or describe the scope of this lease nor the intent of any provision thereof.

Definitions:                                34. The term “Owner” as used in this lease means only the owner of the fee or of the leasehold of the building, or the mortgagee in possession for the time being, of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales or conveyance, assignment or transfer of said land and building, or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, from the date of the sale or lease and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, grantee, assignee or transferee or any such sale, or the said lessee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner hereunder from the date of the sale or lease. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning. The term “rent” includes the annual rental rate whether so expressed or expressed in monthly installments, and “additional rent.” “Additional rent” means all sums which shall be due to Owner from Tenant under this lease, in addition to the annual rental rate. The term “business days” as used in this lease, shall exclude Saturdays, Sundays and all days observed by the State or Federal Government as legal holidays, and those designated as holidays by the applicable building service union employees service contract, or by the applicable Operating Engineers contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld, such consent shall not be unreasonably delayed.

Adjacent Excavation

Shoring:                                     35. If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized to be be made, Tenant shall afford to the person causing or authorized to cause such excavation, a license to enter upon the demised premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building, of which demised premises form a part, from injury or damage, and to support the same by proper foundations, without any claim for damages or indemnity against Owner, or abatement of rent.

Rules and Regulations:           36. Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with the Rules and Regulations annexed hereto and such other and further reasonable Rules and Regulations as Owner or Owner’s agent may from time to time adopt. Notice of any additional Rules or Regulations shall be given in accordance with the notice provisions of this lease. in such manner as Owner may elect. In case Tenant disputes the reasonableness of any additional Rules or Regulations hereafter made or adopted by Owner or Owner’s agents, the parties hereto agree to submit the question of the reasonableness of such Rules or Regulations for decision to the New York office of the American Arbitration Association, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rules or Regulations upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice, in writing, upon Owner, within fifteen (15) days after the giving of notice thereof. Nothing in this lease contained shall be constructed to impose upon Owner any or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, as against any other tenant, and Owner shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Notwithstanding the foregoing, Owner covenants and agrees that it will not enforce any rules and regulations in a manner designed to unfairly discriminate against Tenant.

Glass:                                           37. Owner shall replace, at the expense of Tenant, any and all plate and other glass damaged or broken from any cause whatsoever in and about the demised premises Owner may insure, and keep insured, at Tenant’s expense, all plate and other glass in the demised premises for and in the name of Owner. Bills for the premiums therefore shall be rendered by Owner to Tenant at such times as Owner may elect, and shall be due from, and payable by Tenant when rendered and the amount thereof shall be deemed to be, and be paid as, additional rent.

Estoppel Certificate:                 38. Tenant, at any time, and from time to time, upon at least ten (10) days prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to any other person, firm or corporation specified by Owner, a statement certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the rent and additional rent have been paid, stating whether or not there exists any defaults by Owner under this lease, and, if so, specifying each such default and such other information as shall be required reasonably of Tenant.

Directory Board

Listing:                                      39. If, at the request of , and as accommodation to, Tenant, Owner shall place upon the directory board in the lobby of the building, one or more names of persons or entities other than Tenant, such directory board listing shall not be construed as the consent by Owner to an assignment or subletting by Tenant to such persons or entities.

Successors and Assigns:        40. The covenants conditions and agreements contained in this lease shall bind and more to the benefit of Owner and Tenant and their respective heirs, distributes, executors, administrators, successors, and except as otherwise provided in this lease, their assigns. Tenant shall look only to Owner’s estate and interest in the land and building for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) against Owner in the event of any default by Owner hereunder, and no other property or assets of such Owner (or any partners, member, officer or director thereof, disclosed and undisclosed), shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under, or with respect to this lease the relationship of Owner and Tenant hereunder, or Tenant’s  use and occupancy of the demised premises.

SEE RIDER ANNEXED HERE TO AND MADE A PART HEREOF

In witness thereof, Owner and Tenant have respectively signed and sealed this lease as of the day and year first above written.

	REP 80 ARKAY DRIVE, LLC
	By: Rechler Management, LLC,
	its manager
Witness for Owner:
	By:	/s/
	STANDARD MICROSYSTEMS CORPORATION
Witness for Tenant:
	By:

ACKNOWLEDGEMENT

STATE OF NEW YORK,

SS:

COUNTY OF

On the _________________ day of ____________ in the year________, before me, the undersigned, a Notary Public in and for said state, personally appeared_____________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual (s) whose name (s) is (are) subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/her/their capacity(ies), and that by his/her/their signatures(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

NOTARY PUBLIC

IMPORTANT – PLEASE READ

RULES AND REGULATIONS ATTACHED TO AND MADE APART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 36

1.  The sidewalks, entrances, driveways passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by Tenant or used for any purpose other than for ingress or egress from the demised premises for delivery of merchandise and equipment in a prompt and efficient manner, using elevators and passageways designated for such delivery by Owner. There shall not be used in any space, or in the public hall of the building, either by Tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tyres and side guards. If said premises are situated on the ground floor of the building, Tenant shall further, at Tenants expense keep the side walk and curb in front of said premises clean and free from                dirt and rubbish. Notwithstanding the foregoing Tenant shall be permitted to utilize pallet jacks within the Demised Premises for the transportation of the paper and other supplies within the Demised Premises.

2.  The water and wash closest and plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed, and no sweepings, rubbish, rags, acids or other substance shall be deposited therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant whether or not caused by Tenant, its clerks, agents, employees or visitors.

3.  No carpet, rug or other article shall be hung or shaken out of any window of the building and Tenant shall not sweep or throw, or permit to be swept or thrown substances from the demised premises, any dirt or other substance into any of the corridors of halls, elevators or out of the doors or windows or stairways of the building. and Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the demised premises or permit or suffer the demised premises to be occupied or used in a manner offensive or objectionable to owner or other occupants of the building by reason of noise,  odors and or vibrations or interfere in any way with other Tenants or those having business therein, nor shall any bicycles, vehicles, animals (other than “service animals”), fish or birds be kept in or about the building. Smoking or carrying lighted cigars or cigarettes in the elevators of the building is prohibited.

4.  No awnings or other projections shall be attached to the outside walls of the building without the prior written consent of Owner.

5. No sign, advertisement, notice or other lettering shall be exhibited, inscribed painted or affixed by Tenant on any part of the outside of the demised premises or the building, or on the inside of the demised premises if the same is visible from the outside of the demised premises without the prior written consent of Owner. Except that the name of Tenant may appear on the entrance door of the demised premises in the event of the violation of the foregoing by Tenant. Owner may remove same without any liability and may charge the expense incurred by such removal to Tenant. Interior signs on door and directory tablet shall be inscribed, painted or affixed for Tenant by Owner at the expense of Tenant, and shall be of a size, color and style acceptable to owner.

6.  Tenant shall not mark, paint, drill into, or anyway deface any part of the demised premises or the building of which they form a part. No boring, cutting on stringing of wires shall be permitted, except as otherwise permitted by this lease with the prior written consent of Owner, and as Owner may direct. Tenant shall not lay linoleum, or other similar floor covering, so that the same shall come in direct contact with the floor of demised premises and if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited.

7.  No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or mechanism thereof. Tenant must, upon the termination of his tenancy, restore to owner all keys of stores, offices and toilet rooms either furnished to, or otherwise procured by Tenant and in the event of the loss of any keys, so furnished, Tenant shall pay to owner the cost of thereof. Notwithstanding the foregoing, Tenant shall be permitted to utilize the locks and keys currently existing at the Demised Premises so long as Landlord is provided with copies of all keys and/or codes related thereto.

8.  Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the demised premises only on the freight elevators and through the service entrances and corridors, and only during hours, and in a manner approved by Owner. Owner reserves the right to inspect all freight to be reasonably brought in to the building, and to exclude from the building all freight which violates any of these Rules and Regulations of the lease, of which these Rules and Regulations are a part. Notwithstanding the foregoing. Tenant shall be permitted to use the passenger elevators at the Building for the transfer of material and equipment for the lower level of the Building to the Demised Premises, so long as such use does not occur between 8:00 a.m. and 10:00 a.m. or 4:00 p.m. to 6:00 p.m. on weekdays.

9.  Tenant shall not obtain for use upon the demised premises ice, drinking water, towel and other similar services, or accept barbering or bootblacking services in the demised premises, except from persons authorized by Owner and at hours and under regulations fixed by Owner Canvassing, soliciting and peddling in the building is prohibited and Tenant shall cooperate to prevent the same.

10.  Owner reserves the right to exclude from the building  of persons who do not present a pass to the building signed by Owner Owner will furnish passes to persons for  whom any Tenant requests same in writing. Tenant shall be responsible for whom it requests such pass, and shall be liable to Owner for all acts of such persons. Notwithstanding the foregoing, Owner shall not be required to allow Tenant or any person to enter or remain in the building, except  on business days from 8:00a.m to 6:00a.m. and on Saturdays from 8:00a.m. to 1:00p.m. Tenant shall not have the claim against Owner by reason of Owner excluding from the building any person who does not present such pass.

11.  Owner shall have the right to prohibit any advertising by Tenant which in Owner’s opinion, lends to impair the reputation of the building or its desirability reasonable  as a loft building, and upon written notice from Owner. Tenant shall refrain from or discontinue such advertising.

12.  Except as otherwise set forth in this lease, Tenant shall not bring or permit to be brought or kept in or on the demised premises, any inflammable, combustible, explosive or hazardous fluid, material, chemical, or substance, or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors, to permeate in, or emanate from, the demised premises.

13.  Tenant shall not use the demised premises in manner which materially disturbs or interferes with other tenants in the beneficial use of their premises.

14. Refuse and Trash (1) Compliance by Tenant. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future loss, orders and regulations, of all state, federal, municipal and local government, departments, commissions and boards regarding the collection, sorting, separation and recycling  of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Owner. Tenant shall remove or cause to be removed by a contractor acceptable to Owner at Owner’s sole discretion, such items as Owner may expressly designate. (2) Owner’s Rights in Event of Noncompliance, Owner has the option to refuse to collect or accept from Tenant waste products, garbage, refuse or trash (a) that is not separated and sorted as required by law or (b) which consist such items as Owner may expressly designate for Tenant’s removal, and to require Tenant to arrange for such collection at Tenant’s sole cost and expense, utilizing a contractor satisfactory to Owner Tenant shall pay all costs, expenses, fines, penalties or damages that may be imposed on Owner or Tenant by reason of Tenant’s failure to comply with the provisions of this Building Rule 14, and at Tenant’s sole cost and expense shall indemnity defend and hold Owner harmless (including) reasonable legal fees and expenses) from and against any actions, claims and suits arising from such non compliance utilizing counsel reasonably satisfactory to Owner

Security:                                    32.Tenant has deposited with Owner the sum of $           as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent, or any other sum as to which Tenant is in default, or for any sum which Owner may expend, or may be required to expend, by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the demised premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the case of every such use, application or retention, Tenant shall within five (5) days after demand, pay to Owner the sum so used, applied or retained which shall be added to the security deposit so that the same shall be replenished to its former amount. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of the lease, and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Owner shall have the right to transfer the security to the Vendee or lessee, and Owner shall thereupon be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the new Owner solely for the return of the said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber, or attempt to assign or encumber, the monies deposited herein as security, and the neither Owner nor its successor or assigns shall be bound by any such assignment, encumbrance, attempted assignment or exempted encumbrance.

Captions:                                     33. The Captions are inserted as a matter of convenience and for reference, and in no way define, limit or describe the scope of this lease nor the intent of any provision thereof.

Definitions:                                34. The term “Owner” as used in this lease means only the owner of the fee or of the leasehold of the building, or the mortgagee in possession for the time being, of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales or conveyance, assignment or transfer of said land and building or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, from the date of the sale or lease and it shall be deemed and constructed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, grantee, assignee or transferee or any such sale, or the said lessee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner hereunder from the date of the sale or lease. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning. The term “rent” includes the annual rental rate whether so expressed or expressed in monthly installments, and “additional rent.” “Additional rent” means all sums which shall be due to Owner from Tenant under this lease, in addition to the annual rental rate. The term “business days” as used in this lease, shall exclude Saturdays, Sundays and all days observed by the State or Federal Government as legal holidays, and those designated as holidays by the applicable building service union employees service contract, or by the applicable Operating Engineers contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld, such consent shall not be unreasonably delayed.

Adjacent Excavation

Shoring:                                     35. If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized the be made, Tenant shall afford to the person causing or authorized to cause such excavation, a license to enter upon the demised premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building, of which demised premises form a part, from injury or damage, and to support the same by proper foundations, without any claim for damages or indemnity against Owner, or abatement of rent.

Rules and Regulations:           36. Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with the Rules and Regulations annexed hereto and such other and further reasonable Rules and Regulations as Owner or Owner’s agent may from time to time adopt. Notice of any additional Rules or Regulations shall be given in accordance with the notice provisions of this lease in such manner as Owner may elect. In case Tenant disputes the reasonableness of any additional Rules or Regulations hereafter made or adopted by Owner or Owner’s agents, the parties hereto agree to submit the question of the reasonableness of such Rules or Regulations for decision to the New York office of the American Arbitration Association, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rules or Regulations upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice, in writing, upon Owner, within fifteen (15) days after the giving of notice thereof. Nothing in this lease contained shall be constructed to impose upon Owner any or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, as against any other tenant, and Owner shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Notwithstanding the foregoing, Owner covenants and agrees that it will not enforce any rules and regulations in a manner designed to unfairly discriminate against Tenant.

Glass:                                          37. Owner shall replace, at the expense of Tenant, any and all plate and other glass damaged or broken from any cause whatsoever in and about the demised premises Owner may insure, and keep insured, at Tenant’s expense, all plate and other glass in the demised premises for and in the name of Owner. Bills for the premiums therefore shall be rendered by Owner to Tenant at such times as Owner may elect, and shall be due from, and payable by Tenant when rendered and the amount thereof shall be deemed to be, and be paid as, additional rent.

Estoppel Certificate:                 38. Tenant, at any time, and from time to time, upon at least ten (10) days prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or to any other person, firm or corporation specified by Owner, a statement certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the rent and additional rent have been paid, stating whether or not there exists any defaults by Owner under this lease, and, if so, specifying each such default and such other information as shall be required reasonably of Tenant.

Directory Board Listing:        39. If, at the request of, and as accommodation to, Tenant, Owner shall place upon the directory board in the lobby of the building, one or more names of persons or entities other than Tenant, such directory board listing shall not be construed as the consent by Owner to an assignment or subletting by Tenant to such persons or entities.

Successors and Assigns:        40. The covenants conditions and agreements contained in this lease shall bind and more to the benefit of Owner and tenant and their respective heirs, distributes, executors, administrators, successors, and except as otherwise provided in this lease, their assigns. Tenant shall look only to Owner’s estate and interest in the land and building for the satisfaction of Tenant’s remedies for the collection of a judgment ( or other judicial process) against Owner in the event of any default by Owner hereunder, and no other property or assets of such Owner (or any partners, member, officer or director thereof, disclosed and undisclosed), shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under, or with respect to this lease the relationship of Owner and Tenant hereunder, or Tenant’s  use and occupancy of the demised premises.

SEE RIDER ANNEXED HERE TO AND MADE A PART HEREOF

In witness thereof, Owner and Tenant have respectively signed and sealed this lease as of the day and year first above written.

Witness for Owner:
	By:	/s/
	STANDARD MICROSYSTEMS CORPORATION
Witness for Tenant:
	By:

ACKNOWLEDGEMENT

STATE OF NEW YORK,

SS:

COUNTY OF

On the _________________ day of ____________ in the year________, before me, the undersigned, a Notary Public in and for said state, personally appeared_____________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual (s) whose name (s) is (are) subscribed to the within instrument and acknowledged to me that he/she they executed the same in his/her/their capacity(ies), and that by his/her/their signatures(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

NOTARY PUBLIC

RIDER TO LEASE dated March 13, 2012 between REP 80 Arkay Drive, LLC, as Owner, and Standard Microsystems Corporation, as Tenant

41.           Definitions.

(a)       For purposes of this lease, the term "Building" shall mean the building located at 80 Arkay Drive, Hauppauge, New York of which the Demised Premises form a part, and the term "Real Property" shall mean the Building, any constituent units comprising the Building, and the land and improvements appurtenant to and used in connection with the Building. The parties hereby stipulate and agree that the Demised Premises as depicted in the annexed Exhibit "A' (herein referred to as the "Demised Premises" or the "demised premises") contain 77,744 rentable square feet of space in the Building containing 202,894 rentable square feet which constitutes 38.32 percent of the area of the Building ("Tenant's  Proportionate Share").  For the purposes of this rider, all references to the term "Landlord" shall mean and refer to Owner.

(b)      On even date herewith, pursuant to an assignment and assumption of lease between Tenant, as assignor, and Landlord, as assignee, Landlord became the lessee under that certain Lease Agreement (the "IDA Lease") with Suffolk County Industrial Development Agency (the "Agency"), as lessor, for the Real Property.  In light of the foregoing, although this lease is a sublease between Landlord, as sublandlord, and Tenant, as subtenant, this lease shall be referred to herein as a lease, not a sublease, Landlord shall be referred to as "Landlord" and not a sublandlord, and Tenant shall be referred to as "Tenant" and not a subtenant.

(c)       From and after the date that is thirty (30) days after the Commencement Date (as hereinafter defined), Landlord shall have the right, from time to time and at any time during the Term (as hereinafter defined), to send a notice seeking to terminate Tenant's rights with respect to all or a portion of the premises subject to this lease by delivering  to Tenant written notice (an "Early Terminatin Notice") requesting such termination no less than thirty (30) days prior to the effective date of such termination.  In the event Tenant requires use of that portion(s) of the Demised Premises with respect to which the Early Termination Notice applies, Tenant shall notify Landlord of such requirement, in writing, within ten (10) business days after receipt of the Early Termination Notice. If Tenant accepts Landlord's Early Termination Notice, Landlord shall, at its sole cost and expense, relocate Tenant and its personal property from such portion(s) of the Demised Premises to other space within the Building not then being occupied by Tenant. Notwithstanding the foregoing, in the event Tenant determines that it does not wish to relocate or otherwise terminate this lease with respect to the subject portion(s) of the Demised Premises, Tenant may reject the Early Termination Notice within ten (10) business days after receipt of Landlord's written offer to relocate Tenant, as provided herein.   If Tenant fails to respond to Landlord's  Early Termination Notice, it shall be deemed as if Tenant rejected such notice.

42.           Term.      The term ("Term", "term" or "Demised Term") of this lease, Tenant's right to occupy the Demised Premises and Tenant's  obligation to pay Rent (as defined in Paragraph 43 hereof) and all items of additional rent shall commence on March 13, 2012 (the "Commencement Date").  The Term of this lease shall expire on the day preceding the day which is six (6) months after (x) the Commencement Date (but only if the Commencement Date occurred on the first day of a calendar month) or (y) the first day of the first full calendar month following the Commencement Date (if the Commencement Date did not occur on the first day of a calendar month) (the "Expiration Date").

43.            Rent.

(a)      During the term of this lease, Tenant shall pay minimum rent ("Rent") as follows:

 From the Commencement Date to and including the Expiration Date, the Rent shall be payable in equal monthly installments of $64,786.67.

(b)       Additionally, should the Commencement Date be a date other than the first day of a calendar month, Tenant shall pay a pro rata portion of the Rent on a per diem basis, based upon the second full calendar month of the Term. The rent payable for such partial month shall be in addition to the Rent payable pursuant to the Rent schedule set forth above.

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(c)       The minimum rent hereinabove provided for shall be in addition to all other payments to be made by Tenant as herein provided except as set forth to the contrary in this lease. Itis the purpose and intent of the parties hereto that the minimum rent shall be absolutely net to Landlord, except as set forth to the contrary in this lease so that this lease shall yield, net to the Landlord, the minimum rent, and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Demised Premises which may arise or become due during the term of this lease shall be paid by Tenant and that Landlord shall be indemnified and saved harmless by Tenant from and against the same.

(d)       Any sums of money required to be paid by Tenant to Landlord in addition to the rent reserved under this Paragraph 43, shall be deemed additional rent, shall be paid without deduction or offset, and in the event Tenant fails to pay such additional rent, Landlord shall be entitled to the same remedies under this lease or by law, as are available to Landlord for the nonpayment of rent, including, without limitation, summary dispossess proceedings.

(e)       Tenant is hereby authorized and directed to make all payments of Rent and additional rent and other amounts payable by Tenant as follows:(i) if payment is made by wire transfer, wired to M&T Bank, Buffalo, New York, ABA# 022000046, Account#11000911296 Account Name: REP 80 Arkay Drive LLC, or (ii) if payment is made by check, mailed by regular US mail, to c/o Rechler Equity Partners, 85 South Service Road, Plainview, New York 11803.

(f)        The parties are entering into this lease as part of a sale-leaseback transaction, whereby Tenant is assigning its leasehold interest in the Real Property to Landlord and is leasing back the Demised Premises from Landlord. Tenant is providing Landlord with purchase money financing in connection with such transaction, which financing will be secured by a mortgage against the Real Property (the "Purchase Money Mortgage"). In the event Landlord defaults, beyond any applicable notice and grace periods provided therein for the cure thereof, in the payment of any principal and/or interest payable pursuant to the Purchase Money Mortgage, then Tenant shall be permitted to offset such unpaid amounts against the next due installment(s) of Rent payable hereunder.

44.           Utilities.

(a)       Tenant shall furnish and pay for, at its sole cost and expense, all utilities supplied to the Demised Premises (with the exception of water) by any utility company, whether public or private, including but not limited to gas, electricity, fuel oil and telephone.  In the event Tenant fails to do so, Tenant shall reimburse Landlord for the utility charges actually incurred by Landlord in providing service to the Demised Premises prior to the date the accounts have been transferred, without markup or administrative fee. Such sums shall be paid by Tenant as additional rent, within thirty (30) days of Landlord's invoice therefor.

(b)       The parties  hereby acknowledge and agree that the Demised  Premises are  not separately metered for water.  In addition to the additional rent payable under Paragraph 47 below, Tenant shall pay to Landlord, as additional rent, within thirty (30) days of Landlord's invoice therefor, Tenant's Proportionate Share of Landlord's actual cost, without markup or administrative fees, for water consumed at the Building and/or Real Property, and for sewer charges, if any, assessed or imposed against the Building and/or Real Property. Tenant shall not use water for other than normal lavatory purposes and other purposes incidental to Tenant's permitted use of the Demised Premises as set forth herein.

(c)       Notwithstanding the provisions of Paragraph 44(a) above, ifthere shall be a master, submetered oil tank servicing the Building or the Demised Premises, oil for heating purposes shall be provided from such master tank and metered in the Demised Premises.  Tenant agrees to provide access to Landlord for meter reading purposes. Landlord will bill Tenant at regular published retail prices based on usage, without markup or administrative fees, and Tenant shall have thirty (30) days to remit from the date of billing.  Said amount shall be deemed to be additional rent.

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45.           Alterations.

(a)Tenant shall make no changes in or to the Demised Premises which are of a structural nature or which affect the exterior of the Building without Landlord's prior written consent, which consent may be granted or withheld in its sole discretion. Notwithstanding anything contained herein to the contrary (but subject to the requirements set forth in Paragraph 3 of the printed form portion of this lease), Tenant may, upon prior written notice to, but without requiring the consent of, Landlord, perform non-structural and interior Alteration(s) (as hereinafter defined). Further supplementing Paragraph 3 of the printed form portion of this lease, with respect to any and all alterations, installations, additions and improvements (each, an "Alteration" and collectively, "Alterations") permitted by Landlord to be performed by or on behalf of Tenant in the Demised Premises (including, without limitation, those non-structural, interior Alterations which do not require Landlord's prior consent). Tenant will deliver to Landlord certificates evidencing Worker's Compensation Insurance and Contractor's General Liability Insurance in the amount reasonably satisfactory to Landlord (but in no event less than the amounts set forth in paragraph 59 herein) prior to the commencement of such work. Any and all Alterations and any and all structures or fixtures, except those fixtures described on Exhibit "B" annexed hereto and made a part hereof and/or movable trade fixtures not attached to the realty, installed by or on behalf of Tenant shall be deemed attached to the freehold and automatically become the property of Landlord upon installation, unless Landlord shall elect, in writing, otherwise (such written notice to be delivered to Tenant with Landlord's consent of the Alteration(s), if consent is required, or within fifteen (15) days after Tenant's written notice to Landlord of the Alteration(s), if no consent is required). If Landlord elects to have Tenant remove same at the expiration of the term of this lease, Tenant shall, prior to the expiration or sooner termination of the term of this lease, perform such removal and repair, at its own cost and expense, any damage to the Demised Premises caused by said removal. Notwithstanding the foregoing removal requirements. Landlord may, at its option, in lieu of requiring Tenant to perform such removal and restoration, invoice Tenant for the good faith estimated cost for performing such work and Tenant shall pay such invoice, as additional rent, within thirty (30) days of such invoice. Tenant shall not, without the express written consent ofLandlord (which consent shall not be unreasonably withheld, conditioned or delayed), enter upon the roof or attach or install anything thereon or make any Alterations thereto. With respect to any mechanic's lien for which Tenant is responsible for removing or bonding hereunder, Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord in connection therewith (including, without limitation, reasonable attorneys fees and disbursements ofLandlord and any sums payable to Landlord's lender in connection therewith). Supplementing Paragraph 30 of the printed form portion of this lease, in the event Tenant makes any installations, changes, modifications or alterations to the sprinkler systems and/or sprinkler equipment serving the Demised Premises, same shall be subject to Landlord's supervisory fee of 5% of the cost thereof which shall be payable, as additional rent, to Landlord (or, at Landlord's request, to Landlord's construction affiliate).

(b)       Tenant shall not be permitted to make, or to engage a contractor or artist to make, any Alterations, decorations, installations, additions or other improvements ("Visual Alteration") which may be considered a work of visual art of any kind, and/or which might fall within the protections of the Visual Artists Rights Act of 1990 ("VARA") unless: (i) Tenant obtains, from each artist and/or contractor who will be involved in said Visual Alteration, valid written waivers of such artist's and/or contractor's rights under VARA in form and content reasonably acceptable to Landlord; and (ii) Landlord consents to such Visual Alteration in writing (which consent shall not be unreasonably withheld or delayed).  In the event that a claim is brought under VARA with respect to any Visual Alteration performed in or about the Building by or at the request of Tenant or Tenant's agents or employees, Tenant shall indemnify and hold harmless Landlord against and from any and all such claims.  If any action or proceeding shall be brought against Landlord by reason of such claim under VARA, Tenant agrees that Tenant, at its expense, will resist and defend such action or proceeding and will employ counsel reasonably satisfactory to Landlord therefor. Tenant shall also pay any and all damages sustained by Landlord as a result of such claim, including, without limitation, reasonable attorney's fees and the actual, out-of-pocket cost to Landlord of complying with VARA protections (which shall include damages sustained as a result of Landlord's inability to remove Visual Alterations from the Demised Premises).  The provisions of this Paragraph 45(b) shall survive the expiration or sooner termination of this lease.

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46.            Sanitary.  Ifthere is a sanitary disposal system for Tenant's exclusive use, then Tenant shall be required to maintain, repair and replace same at Tenant's sole cost and expense.  In such event, Tenant shall not be required to share in the cost and expense of the maintenance, repair and replacement of any other sanitary disposal system used by Landlord or other tenants of the Building of which the Demised Premises forms a part.

47.            CommonAreaMaintenance.  Tenant agrees to pay, within thirty (30) days after Landlord's written demand therefor, as additional rent, an amount equal to Tenant's  Proportionate Share of "Landlord's Cost" of maintenance, repair and replacement of the Building, the Real Property and the landscaped, parking and all other common areas thereof, both within the interior and the exterior of the Building.   Upon written request of Tenant, Landlord shall provide reasonable back-up documentation evidencing the charges set forth in any such written demand or invoice with respect to Landlord's Cost.  The term "Landlord's  Cost", as used herein, shall be deemed to include, without limiting the generality of the foregoing, gardening, landscaping, irrigation, planting, replanting and replacement of flowers, shrubbery, trees and grass, striping, including, without limitation, the cost of electricity and maintenance and replacement of fixtures and bulbs, with respect to the parking areas, repair of paving, curbs and walkways, repair and cleaning of drainage facilities, trash, rubbish and garbage removal, snow and ice removal, sprinkler fireline systems and sprinkler supervisory service, exterior lighting, maintenance repair and replacement of the sanitary system (subject to the provisions of Paragraph 46 above), maintenance, repair and replacement ofthe  roofthat  is located over the common area of the Building, rental of machinery and equipment, cost of personnel to implement all of the foregoing, security and security guard service, and other similar costs of the type incurred in the operation of comparable properties plus Landlord's management fee of four (4%) percent of Landlord's Cost. The parties acknowledge and agree that (i) Landlord does not, and will not be required to, provide concierge services at the Building, and (ii) the usage of irrigation systems serving the Real Property shall be measured by two (2) existing meters for purposes of determining the cost of irrigation to be included in Landlord's Cost.  In an effort to control Landlord's Cost, Landlord agrees that, for the first Lease Year, Landlord shall either (y) use Tenant's current vendors for services at the Real Property, or (z) in the event Tenant's current vendors are not performing the required services to Landlord's reasonable satisfaction, utilize vendors with pricing structures and service levels reasonably comparable to the pricing structures ofTenant's current vendors. From and after the second Lease Year, Landlord agrees to use vendors whose rates are reasonably competitive with those of other vendors offering similar services for comparable buildings.

48.            Repairs.

(a)       Subject to the provisions of Paragraphs 9 and 58 of this lease, during the full term of this lease, Landlord shall make all structural repairs to the Demised Premises, except those which shall have been occasioned by the acts of omission or commission of Tenant, its agents, employees or invitees, which repairs Landlord shall make at Tenant's sole cost and expense. Structural repairs are hereby defined to be repairs to the roof supports, the bearing walls, foundation and the structural steel.   Landlord shall perform all maintenance and repair work with reasonable diligence and in a workmanlike manner and agrees to use commercially reasonable efforts to minimize interference with Tenant's  business operations at the Demised Premises.  Except for Landlord's obligations specifically set forth in this Paragraph 48,  Tenant shall, at its own cost and expense, keep the Demised Premises in good condition, repair and appearance at all times throughout the term of this lease including, without limitation, (i) maintenance, repair and replacement of the electrical, plumbing, sprinkler, heating, air conditioning, ventilation, life safety and all other mechanical systems servicing the Demised Premises; (ii) regularly-scheduled cleaning and maintenance of the interior of the Demised Premises; (iii) the maintenance, repair and replacement of all windows, doors and plate glass; and (iv) maintenance, repair and replacement of the roof, other than with respect to the roof area described in Paragraph 47 above and the roof supports described in this Paragraph 48(a).  Tenant shall at all times obtain and keep in full force and effect for the benefit of Landlord and Tenant with a responsible company doing business in Suffolk County a service, repair and maintenance contract with respect to the heating, ventilating and air conditioning systems servicing the Demised Premises.   A copy of such contract and renewals thereof shall, upon issuance and thereafter not later than ten (10) days prior to expiration, be furnished to Landlord together with evidence of payment.

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(b)       Notwithstanding anything to the contrary contained in this lease, if there exists the need for a repair in the Demised Premises for which Landlord is responsible hereunder (other than an Emergency Repair [as hereinafter defined] or an Immediate Repair [as hereinafter defined]), and Landlord has failed to either (i) commence and diligently pursue the completion of such repair, or (ii) deliver written notice to Tenant disputing the necessity of, or Landlord's  responsibility for, the subject repair (either such action being herein referred to as a "Landlord Repair Response"), within thirty (30) days following  written notice thereof by Tenant, then Tenant may deliver a five (5) business day notice of Tenant's intention to arrange for the performance of the subject repair for the account of Landlord.  If there has still not occurred a Landlord Repair Response by the expiration of the aforementioned five (5) business day period, then Tenant may arrange for the performance of the subject repair and Landlord shall promptly reimburse Tenant for the reasonable, out-of-pocket expenses incurred by Tenant in connection therewith.  However, Tenant acknowledges and agrees that (y) the exercise by Tenant of the foregoing self-help right shall be limited to the boundaries of the Demised Premises only or, subject to the further restrictions set forth in subsection (z) below, those portions of the Building which Tenant is entitled to use pursuant to this lease or which materially adversely affects Tenant's  access to and use of the Demised Premises, and (z) if any aspect(s) of the repair or restoration work would affect, touch or concern the Building systems or the common areas and/or exterior portions of the Building, then Tenant shall only engage a subcontractor(s) approved by Landlord for the performance of the subject work. For purposes of this Paragraph 48(b) only, the term "Emergency Repair" shall mean and refer to any repair which, if not promptly  performed,  will  likely result  in imminent  material  harm  to  persons  and/or  personal property.  In the event an Emergency Repair is necessary, Tenant shall be permitted to immediately perform the Emergency Repair, as set forth herein, without notice to Landlord.  For purposes of this Paragraph 48(b) only, the term "Immediate Repair" shall mean and refer to any repair which, if not promptly performed, will materially and adversely affect Tenant's normal use and occupancy of the Demised Premises.  In the event an Immediate Repair is necessary, Tenant shall be permitted to perform the Immediate Repair, as set forth herein, in the event Landlord has failed to commence such Immediate Repair within three (3) business days of written notice from Tenant of the need for such Immediate Repair.

49.           Taxes.

(a)       As used in and for the purposes of this Paragraph 49, the following definitions shall apply:

(i) "Taxes" shall be the real estate taxes, assessments, special or otherwise, sewer rents, rates and charges, and any other governmental charges, general, specific, ordinary or extraordinary, foreseen or unforeseen, levied on a calendar year or fiscal year basis against the Real Property. If at any time during the Term the method of taxation prevailing at the date hereof shall be altered so that there shall be levied, assessed or imposed in lieu of, or as in addition to, or as a substitute for, the whole or any part of the taxes, levies, impositions or charges now levied, assessed or imposed on all or any part of the Real Property (w) a tax, assessment, levy, imposition or charge based upon the rents received by Landlord, whether or not wholly or partially as a capital levy or otherwise, or (x) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Real Property and imposed on Landlord, or (y) a license fee measured by the rent payable by Tenant to Landlord, or (z) any other tax, levy, imposition, charge or license fee however described or imposed; then all such taxes, levies, impositions, charges or license fees or any part thereof, so measured or based, shall be deemed to be Taxes. Except as otherwise set forth in the preceding sentence, the term "Taxes" shall not include federal, state or local income taxes; occupancy or rental taxes; taxes on gross receipts or profits; franchise, gift, transfer, excise, capital stock, estate or inheritance taxes; penalties and/or interest for late payments.

(b)       During the Term, Tenant shall pay Landlord Tenant's  Proportionate Share ofTaxes levied against the Real Property as additional rent ("Tenant's Tax Payment" or "Tax Payment").

(c)       Landlord shall render to Tenant a statement containing a computation of Tenant's Tax Payment ("Landlord's Statement").   Each Tax Payment with respect to Taxes levied for a calendar or fiscal year, as applicable, which begins prior to the Commencement Date or ends after the expiration or earlier termination of this lease, and any tax refund pursuant to Paragraph 49(e), shall be prorated to correspond to that portion of such calendar year or fiscal year, as applicable, occurring within the Term. Within thirty (30) days after the rendition of the Landlord's Statement, Tenant shall pay to Landlord the amount ofTenant's Tax Payment. At Landlord's option, on the first day of each month following the rendition of each Landlord's  Statement, Tenant shall pay to Landlord, on account of Tenant's  next Tax Payment, a sum equal to one-twelfth (1/12th) of Tenant's  last Tax Payment due hereunder, which sum shall be subject to reasonable adjustment (no more than once per calendar year) for subsequent increases in Taxes.

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(d)       If during the Term, Taxes are required to be paid by Landlord as a tax escrow payment to a mortgagee, then, at Landlord's option, the installments ofTenant's Tax Payment shall be correspondingly accelerated so that Tenant's Tax Payment or any installment thereof shall be due and payable by Tenant to Landlord at least thirty (30) days prior to the date such payment is due to such mortgagee.

(e)       Tenant shall not, without Landlord's prior written consent, institute or maintain any action, proceeding or application in any court or other governmental authority for the purpose of changing the Taxes (a "Tax Contest").  If, as a result of a Tax Contest, Landlord receives a refund of Taxes attributable to any tax year or tax years occurring during the Term, then, provided Tenant had made full payment of Tenant's Tax Payment for the Term, Landlord shall recalculate each affected Tenant's Tax Payment based upon the finally determined Taxes for each affected tax year and deliver a revised Landlord's Statement to Tenant.  If the Tenant's Tax Payment on the revised Landlord's Statement exceeds the amount paid by Tenant for the original Tenant's Tax Payment, then Tenant shall pay to Landlord such excess, as additional rent, within fifteen (15) days of the delivery of the revised Landlord's Statement.  In the event that the amount paid by Tenant for the original Tenant's Tax Payment exceeds the amount ofthe revised Tenant's Tax Payment, then Landlord, at its option, shall either refund such excess to Tenant, or credit such excess to Tenant towards the next due installment(s) of Taxes.  Landlord shall have the right to either, in Landlord's sole discretion, (i) include in the calculation of Taxes (for a subsequent tax year), the actual, out-of-pocket costs and expenses incurred by Landlord in instituting and prosecuting a Tax Contest hereunder, or (ii) deduct from any refund that may become due to Tenant as a result of the Tax Contest, Tenant's Proportionate Share of the actual, out-of-pocket costs and expenses incurred by Landlord in instituting and prosecuting a Tax Contest hereunder.

(f)        Landlord's failure to render a Landlord's Statement with respect to any month of the Term shall not prejudice Landlord's right to render a Landlord's Statement with respect to any month of the Term.  The obligations of Tenant under the provisions of this Article with respect to any additional rent for the Term shall survive the expiration or any sooner termination of the Demised Term  for a period of three (3) years following the later of the scheduled date of expiration of the Term or the date on which Tenant has fully surrendered and vacated the Demised Premises in the condition required under this lease.

(g)       Notwithstanding  anything contained to the contrary in this Paragraph 49, if any increase in Taxes shall be due to improvements made or performed by or on behalf of Tenant, such increases shall be paid in full by Tenant each year without apportionment.

50.            Landlord's Financing.  At the request of Landlord, Tenant agrees to furnish Landlord with a current financial statement prepared by a certified public accountant or any other instrument which may be needed by Landlord for purposes of financing or selling the Real Property.  Notwithstanding the foregoing, in the event the capital stock of Tenant is then traded on a National Exchange (as defined under Federal securities law) and Tenant's most recent 10-K (and, if more recent 10-Q) is readily available to the public for review (i.e., via the internet), Landlord shall obtain same from such sources.  If, in connection with obtaining financing for the Real Property, a banking, insurance or other recognized institutional lender shall request reasonable modifications in this lease as a condition to such financing, Tenant will enter into an agreement reflecting such modifications provided that such modifications do not increase the obligations of Tenant hereunder, diminish the rights of Tenant hereunder or materially adversely affect the leasehold interest hereby created.

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51.           Use.

(a)       Tenant covenants that the Demised Premises will not be used so as to adversely interfere with other tenants in the Building. Tenant also covenants that no noise or noxious fumes or odors will be created by Tenant so as to adversely interfere with the quiet enjoyment of the other tenants of their respective demised portions of the Building. Landlord shall be the sole judge on the question of noise, noxious fumes and odors, which judgment shall be exercised reasonably by Landlord.  Notwithstanding the foregoing, Landlord acknowledges that the normal and customary operation of a semi-conductor business as currently conducted shall not be deemed to adversely interfere with other tenants in the Building or create noise, noxious fumes or odors which adversely interfere with other tenants' quiet enjoyment of their respective demised portions of the Building.

(b)       Tenant shall provide and maintain, at its expense, the hand-held fire extinguishers that are required to be maintained in Demised Premises by the governmental agency having jurisdiction over this matter.

(c)       Tenant shall not obstruct or encumber, or cause to be obstructed or encumbered, the sidewalks, area ways or other public portions of the Real Property, without limitation, the parking area, driveways and access areas adjacent to the Demised Premises and used in conjunction therewith; nor shall Tenant use same nor permit same to be used for any purpose other than ingress and egress to and from the Demised Premises.  However, Tenant may use, on an exclusive basis together with Landlord, the loading area appurtenant to the Demised Premises for loading and unloading.  In exercising Landlord's  right to use the aforementioned loading area, Landlord shall provide Tenant with prior notice of such entry (except in the event of an emergency), and shall use commercially reasonable efforts to (i) minimize interference with the conduct of Tenant's business at the Demised Premises, and (ii) avoid damaging any of Tenant's  property located therein.  Tenant shall not store any materials, goods or other items outside the building or the Demised Premises including, without limitation, inventory, furniture or equipment, except that Tenant shall have the right to store equipment and materials within the outdoor storage area currently being utilized by Tenant at the Real Property, subject to compliance with all applicable laws, codes, ordinances, rules and regulations applicable with respect to such storage.  Notwithstanding anything to the contrary contained in this lease, Landlord agrees that Tenant's employees shall have the right to store bicycles for their personal use either within the Demised Premises or in a bicycle storage area outside of the Building in a location designated by Landlord.

(d)       Tenant shall, at its own cost and expense, procure all necessary certificates, permits, orders or licenses which may be required for the conduct of its business by any governmental statute, regulation, ordinance or agency and that all governmental requirements relating to the use or uses of the Demised Premises by the Tenant shall be complied with by the Tenant at its own cost and expense.

(e)       Tenant agrees that the value of the Demised Premises and the reputation of the Landlord will be seriously injured if the Demised Premises are used for any obscene or pornographic purposes or if any obscene or pornographic material is permitted in the Demised Premises. Tenant further agrees that Tenant will not knowingly or intentionally permit any of these uses by Tenant or a sublessee or assignee of the Demised Premises. This Paragraph shall directly bind any successors in interest to Tenant. Pornographic material is defined for purposes of this Paragraph as any written or pictorial matter with prurient appeal or any objects or instruments that are primarily concerned with lewd or prurient sexual activity.  Obscene material is defined here as it is in Penal Law Section 235.00.

(f)        Tenant, at its sole cost and expense (but without any additional Rent being payable to Landlord with respect thereto), shall have the right to install a security booth (the "Security Booth") on the first floor of the Building provided (1) the Security Booth shall be in a location to be indicated on Exhibit A-1 attached hereto, (2) type and location of furniture to be used in the Security Booth shall be subject to Landlord's sole discretion,, and (3) any such installation and maintenance of the Security Booth shall be subject to compliance with all applicable laws, ordinances, codes, rules and regulations and otherwise in compliance with the terms and conditions of this Lease, including, without limitation, Article 45 hereof.  Landlord shall provide Tenant with specifications for seating of guests in the area adjacent to the Security Booth.  The parties acknowledge and agree that the Security Booth is and is intended to be the same "Security Booth" as described in the Tenant Leases (as hereinafter defined) and in no event shall Tenant be entitled, under the Tenant Leases, to more than the one (1) Security Booth described herein.

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(g)       Landlord covenants that Tenant shall have access to and use of the Demised Premises twenty-four (24) hours per day, seven (7) days per week.

52.           End of Term. In the event of any holding over by Tenant after the expiration or termination of this lease without the consent ofLandlord, Tenant shall: (i) pay as use and occupancy for each month of the holdover an amount equal to the greater of (a) the fair market rental value of the Demised Premises for such month (as reasonably determined by Landlord) or (b) one hundred fifty (150%) percent of the Rent payable by Tenant for the month prior to the Expiration Date of the term of this lease, and otherwise observe, fulfill and perform all of its obligations under this lease, including, but not limited to, those pertaining to payment of one hundred percent (100%) of the additional rent due hereunder, in accordance with its terms; (ii) if such holdover lasts longer than sixty (60) days, be liable to Landlord for any payment or rent concession which Landlord may be required to make to any tenant in order to induce such tenant not to terminate an executed lease covering all or any portion of the Demised Premises by reason of the holdover by Tenant; and (iii) if such holdover lasts longer than sixty (60) days, be liable to Landlord for any damages suffered by Landlord (including any reasonable attorneys fees and disbursements) as the result of Tenant's failure to surrender the Demised Premises. Notwithstanding anything contained in this Paragraph to the contrary, the acceptance of any Rent or use and occupancy paid by Tenant pursuant to this Paragraph 52, shall not preclude Landlord from commencing and prosecuting a holdover or eviction action or proceeding or any action or proceeding in the nature thereof. The provisions of this Paragraph 52 shall be deemed to be an "agreement expressly providing otherwise" within the meaning of Section 232-c of the Real Property Law of the State of New York and any successor law of like import. No holding over by Tenant after the Term shall operate to extend the Term. The holdover, with respect to all or any part of the Demised Premises, of a person deriving an interest in the Demised Premises from or through Tenant, including, but not limited to, an assignee or subtenant, shall be deemed a holdover by Tenant.

53.            Landlord's Work.   Tenant  hereby accepts  the Demised  Premises  in its current "as  is" condition and hereby agrees that Landlord shall have no obligation to perform any work or incur any expense in connection with Tenant's  use and occupancy of the Demised Premises.   If and to the extent necessary to accommodate the performance of any construction or alteration of the Building, Tenant shall have the responsibility for, and bear the expense of, moving Tenant's  personnel and personal property in and about the Demised Premises (including, without limitation, any necessary disconnection, relocation andre-connection of data and telecommunications wiring and equipment). Tenant stipulates, acknowledges and agrees that Tenant intends to takes occupancy of the Demised Premises on or about the Commencement Date; that some construction and alterations may be performed during a period while Tenant remains in use and occupancy of the Demised Premises, during regular business hours; that Landlord shall not be liable for any inconvenience to Tenant or for interference with Tenant's business or use of the Demised Premises or any portion thereof during the performance of such construction and alterations; and that the timing of performance and completion of such construction and alterations shall have no impact upon the timing of the Commencement Date or the obligation of Tenant to pay Rent and additional rent under this lease.

54.           Assignment/Subletting.

(a)       Subject to the provisions of Paragraph 54(h), below, Tenant covenants that it shall not assign this lease nor sublet the Demised Premises or any part thereof without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed.   Tenant may assign this lease or sublet the Demised Premises with Landlord's  written consent provided:

(i)         That such assignment or sublease is for a use which is in compliance with the terms of this lease, the then existing zoning regulations and the Certificate of Occupancy;

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(ii)        That at the time of such assignment or subletting, there is no default under the terms of this lease on Tenant's part which has not been cured prior to the expiration of all applicable grace periods;

(iii)       That in the event of an assignment, the assignee assumes in writing the performance of all of the terms and obligations to be performed by Tenant under this lease from and after the date of such assignment;

(iv)       That a duplicate original of said assignment or sublease be delivered to Landlord at the address herein set forth within twenty (20) days from the said assignment or sublease and within one hundred twenty (120) days of the date that Tenant first provides Landlord with the information required under Paragraph 54(f) below;

(v)        That, in the event Tenant shall request Landlord's  consent to a proposed assignment of this lease or proposed sublease of all or a portion of the Demised Premises, Tenant shall pay or reimburse to Landlord the reasonable attorney fees and disbursements  incurred by Landlord in processing such request, which fees and disbursements shall not exceed $1,500.00 in any one instance;

(vi)       Such assignment or subletting shall not, however, release Tenant from its liability for the full and faithful performance of all of the terms and conditions of this lease;

(vii)      If this lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect Rent and additional rent from the assignee, subtenant or occupant, and apply the net amount collected to the Rent and additional rent herein reserved;

(b)       Notwithstanding  anything  contained  in  this  Paragraph  54  to  the  contrary,  no assignment or subletting shall be made by Tenant in any event until Tenant has offered to terminate this lease as of the last day of any calendar month during the term hereof and to vacate and surrender the Demised Premises to Landlord on the date fixed in the notice served by Tenant upon Landlord (which date shall be prior to the date of such proposed assignment or the commencement date of such proposed sublease), and Landlord, within thirty (30) days after the receipt thereof, has not accepted in writing the offer by Tenant to cancel and terminate this lease and to vacate and surrender the Demised Premises.

(c)       Unless otherwise consented to by Landlord (which consent shall not be unreasonably withheld, conditioned or delayed), in writing, in no event shall Tenant have the right to sublease more than fifty (50%) percent of the aggregate of the space leased to Tenant under the Tenant Leases (as defined herein). The restriction contained in this Paragraph 54(c) shall not apply to transactions set forth in Paragraph 54(h) below.

(d)       Tenant shall not mortgage, pledge, hypothecate or otherwise encumber its interest under this lease without Landlord's prior written consent.

(e)       Without affecting any of its other obligations  under this lease, Tenant  will pay Landlord as additional rent fifty (50%) percent of any sums or other economic consideration, which (i) are actually received by Tenant as a result of a subletting whether or not referred to as rentals under the sublease (after deducting therefrom the reasonable costs and expenses incurred by Tenant in connection with the subletting in question); and (ii) exceed in total the sums which Tenant is obligated to pay Landlord under this lease (prorated to reflect obligations allocable to that portion of the Demised Premises subject to such sublease), it being the express intention of the parties that Landlord and Tenant shall share equally in any profit by reason of such sublease.  Tenant will not amend the sublease in such a way as to reduce or delay payment of amounts which are provided in the sublease approved by Landlord. Any amendment or modification of an assignment or sublease shall be deemed to be a new assignment or sublease and shall require the prior written consent of Landlord.

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(f)        Landlord agrees that it shall not unreasonably withhold its consent to a subletting or assignment in accordance with the terms of this Paragraph 54. In determining reasonableness, there shall be taken into account the character and reputation of the proposed subtenant or assignee, the specific nature of the proposed subtenant's or assignee's business and whether same is in keeping with other tenancies in the Building; the financial standing of the proposed subtenant or assignee; and the impact of all of the foregoing upon the Building and the other tenants of Landlord therein. Landlord shall not be deemed to have unreasonably withheld its consent if it refuses to consent to a subletting or assignment to an existing tenant in any building in a five (5) mile radius of the Building which is owned by Landlord or its affiliate or to a proposed subtenant or assignee with whom Landlord is negotiating, or has negotiated in the preceding six (6) months, a lease or if, at the time of Tenant's request, Tenant is in default, beyond applicable grace and notice periods, of any of the terms, covenants and conditions of this lease to be performed by Tenant.  At least thirty (30) days prior to any proposed subletting or assignment, Tenant shall submit to Landlord a written notice of the  proposed subletting  or assignment,  which notice  shall contain  or  be accompanied  by the following information:   (i) the name and address of the proposed subtenant or assignee; (ii) the nature and character of the business of the proposed subtenant or assignee and its proposed use ofthe premises to be demised; (iii)   the most recent two (2) years of balance sheets and profit and loss statements of the proposed subtenant or assignee or other financial information satisfactory to Landlord; and (iv) such shall be accompanied by a copy of the proposed sublease or assignment of lease.

(g)       The listing of an assignee's  or subtenant's  name on the door or Building directory shall not be deemed Landlord's consent hereunder.

(h)       Notwithstanding anything contained in this Paragraph 54 to the contrary, Tenant may assign this lease or sublet all or a portion ofthe  Demised Premises without Landlord's consent but upon prior written notice to Landlord (each, a "Permitted Transferee") (i) to an Affiliate (as defined herein) of Tenant; or (ii) in connection with transactions with an entity into or with which Tenant is merged or consolidated or to a person or entity to which all or substantially all of Tenant's assets, and/or stock, partnership or membership interests are sold or otherwise transferred, provided that such merger, consolidation, transfer or sale of assets, stock or interests is for a valid business purpose and not principally for the purpose of transferring the leasehold estate created hereby and/or avoiding the requirements of this Paragraph 54, and provided further, that in any of such events described in items (i) or (ii) above, the use of the Demised Premises shall remain unchanged. The provisions of Paragraph 54(b) above shall not apply to assignments or sublets to a Permitted Transferee. For the purposes of this lease: (x) the term "Affiliate" shall mean any designated person or entity, any other person or entity which controls, is controlled by, or is under common control with, such designated person or entity, and a corporation or other entity which provides financial, investment or insurance services and products to Tenant's members as part ofTenant's regular business regardless of control; and (y) "Control" (and with correlative meaning, "controlled by" and "under common control with") shall mean ownership or voting control of 50% or more of the voting stock, partnership interests or other beneficial ownership interests of the entity in question.

55.           Parking. The parking areas available for the use of the Tenant herein and the other tenants of the Building of which the Demised Premises form a part are to be used by  Tenant, its servants, employees, agents, business invitees and patrons on a first come first served basis, subject to the. rules and regulations of Landlord. However, Tenant shall be permitted to use under all of the Tenant Leases (as hereinafter defined) three hundred twenty-five (325) parking spaces in the area as shown on the Parking Plan attached here as Exhibit E. For purposes of this lease, the term "Tenant Leases" shall mean and refer to: (i) this lease, (ii) that certain Lease Agreement dated March 13, 2012, between Landlord and Tenant for the lease of 10,217 rentable square feet at the Building (the "10,217 SF Lease"), and (iii) that certain Lease Agreement dated March 13,2012, between Landlord and Tenant for the lease of 111,933 rentable square feet at the Building (the "111,933 SF Lease"). It is also understood and agreed that Landlord shall have the right at any time to modifY or alter the parking layout and traffic pattern in the parking areas and to diminish the available parking areas so long as such modifications or diminutions do not affect Tenant's right to use three hundred twenty- five (325) parking spaces at the Real Property, without any liability to Tenant or any diminution or abatement of rent or additional rent.

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56.           CleaningandRubbishRemoval.

(a)       All cleaning and janitorial work at the Demised Premises shall be done by Tenant at the sole cost and expense of Tenant.  Tenant shall provide for its own trash, rubbish and garbage removal at its own expense and all rubbish, trash and garbage shall be kept at the Demised Premises subject to the rules and regulations of the appropriate municipal authorities having jurisdiction thereof, and shall at all times be kept in closed dumpsters to be provided by Tenant at its sole cost and expense in locations determined by Landlord and reasonably acceptable to Tenant. The parties hereto acknowledge and agree that, with respect to the existing trash compactor in the bay of the Building, Landlord may, at its option, either (i) elect to share such existing trash compactor with Tenant (in which event Landlord shall maintain and Tenant shall be required to pay Tenant's Proportionate Share of the cost and expense of such existing trash compactor as part of Landlord's Cost [as defined in Paragraph 47 above]), or (ii) elect to forego use of and access to the existing trash compactor (in which event Tenant shall have the sole right to use and access same and shall be required to pay for all of the costs and expenses incurred in connection with such existing trash compactor). In the event Landlord elects to share the use of the existing trash compactor, as provided above, Landlord's cleaning company shall have access to such trash compactor during non-business hours only, and such company shall be bonded.

(b)       Tenant  shall  pay directly  to  the  applicable  governmental  municipalities  or  to Landlord, as the case may be, any waste generation fee(s) (including any service charges imposed in connection therewith) which are charged by such governmental municipalities in connection with Tenant's use of Tenant's designated dumpster at the Building (collectively, the "Waste Generation Fees").  Within thirty (30) days of Tenant's receipt of official receipts stamped paid by the applicable governmental authorities,  Tenant shall provide Landlord with copies of such receipts or other proof satisfactory to Landlord evidencing such payment. If Tenant fails to pay the Waste Generation Fees when due, Landlord may, but is not obligated to, pay such Waste Generation Fees and all such Waste Generation Fees paid by Landlord, plus any and all reasonable, out-of-pocket additional costs and expenses incurred by Landlord in connection therewith, including reasonable attorney's fees, shall be deemed  additional  rent and shall be payable by Tenant  within thirty (30) days after demand. Tenant's  payment of the Waste Generation Fees shall be in addition to (and not in lieu of) any amounts which Tenant may pay in connection with its removal of trash, rubbish and garbage from its Demised Premises.

57.           Hazardous Materials.   Except as otherwise provided herein, Tenant shall keep or cause the Demised Premises to be kept free of Hazardous Materials (hereinafter defined).   Without limiting the foregoing, Tenant shall not cause or permit the Demised Premises to be used to generate, manufacture, refine, transport, treat, store, handle, dispose, transfer, produce or process Hazardous Materials in contravention to, or in amounts greater than permitted by, applicable law, nor shall Tenant cause or permit, as a result of any intentional or unintentional act or omission on the part of Tenant  or any person or entity claiming  through or  under Tenant or any of their employees, contractors, agents, visitors or licensees (collectively, "Related Parties"), a release of Hazardous Materials onto the Demised Premises or onto any other property.  Tenant shall comply with and ensure  compliance  by all  Related  Parties  with  all applicable Federal, State and Local laws, ordinances, rules and regulations, whenever  and by whomever  triggered  (including, without limitation, any regular testing regimes required by law; which testing, Landlord shall have the option to perform at Tenant's sole cost and expense), and shall obtain and comply with, and ensure that all Related Parties obtain and comply with, any and all approvals, registrations or permits required thereunder.  Tenant shall (i) conduct and complete all investigations, studies, samplings, and testing, and all remedial removal and other actions necessary to clean up and remove such Hazardous Materials, on, from, or affecting the Demised Premises which were introduced by Tenant or Related Parties (a) in accordance  with all applicable  Federal, State and Local laws, ordinances,  rules, regulations, policies, orders and directives, and (b) to the reasonable satisfaction of Landlord, and (ii) defend, indemnify, and hold harmless Landlord, its employees, agents, officers, members, partners, principals  and  directors,  from  and  against  any  claims,  demands,  penalties,  fines,  liabilities, settlements, damages, costs, or expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in any way related to, (a) the presence, disposal, release, or threatened release of such Hazardous Materials which are on, from, or affecting the soil, water, vegetation, buildings, personal property, persons, animals, or otherwise through or on account of Tenant or Related Parties; (b) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials through or on account of Tenant or Related Parties; (c) any lawsuit brought or threatened, settlement reached, or government order

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relating to such Hazardous Materials through or on account of Tenant or Related Parties; and/or (d) any violation of laws, orders, regulations, requirements, or demands of government authorities, or any policies or requirements of Landlord, which are based upon or in any way related to such Hazardous Materials through or on account of  Tenant or Related Parties, including,  without limitation, reasonable attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses.  Tenant shall immediately notifY Landlord in writing of any actual or threatened release of any Hazardous Materials on, in or about the Demised Premises, including notification to Landlord if Tenant receives any notice or requests for inspection or information from any Federal, State or local official or agency which pertains to Hazardous  Materials.   Copies of all reports, notices,  correspondence,  and  other  documents  received  from  or  submitted  to  governmental authorities, and of all technical data, test results, expert opinions and other materials generated in connection with the contamination or other response or remedial activities, shall be provided to all parties to this lease. In the event this lease is terminated, or Tenant is dispossessed, Tenant shall deliver the Demised Premises to Landlord free of any and all Hazardous  Materials so that the conditions of the Demised Premises shall conform with all applicable Federal, State and Local laws, ordinances, rules or regulations affecting the Demised Premises.  In the event that Landlord has a good faith belief that there has been a release of Hazardous Materials for which Tenant is responsible hereunder, Landlord shall have the right to engage an environmental engineering or consulting firm to conduct an inspection of the Real Property and Demised Premises at Tenant's  sole cost and expense.  Tenant shall reimburse Landlord for the reasonable cost of any such inspection as well as the actual, out-of-pocket cost of any clean-up and testing performed pursuant thereto with respect to Hazardous Materials for which Tenant is responsible hereunder. For purposes of this paragraph, "Hazardous Materials" includes, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et seq.), the Hazardous Materials Transportation  Act, as amended (49 U.S.C. Sections 1801 et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections  9601, et seq.), and in the regulations adopted  and publications  promulgated  pursuant thereto, or any other Federal, State or Local environmental  law, ordinance,  rule, or regulation. Tenant specifically acknowledges and agrees that it shall be and remain responsible for any Hazardous Materials existing at the Demised Premises as of the date hereof, as more particularly described in that certain Phase I Environmental Site Assessment prepared by Parsons Brinckerhoff, Inc., dated September 7, 2011, and in that certain Stormwater Drywell Investigation and Sampling Report prepared by Cashin Technical Services, Inc., dated October 21, 2011.  In no event shall Tenant be responsible or liable for Hazardous Materials introduced to the Demised Premises by Landlord, Landlord's agents or contractors or any other tenants or occupants of any part of the Real Property (other than an assignee or subtenant of Tenant).  Notwithstanding anything to the contrary contained herein, Tenant may, in the normal and customary operation of its business, maintain and use in the Demised Premises certain commercially reasonable amounts of the chemicals and other substances set forth on Exhibit "C" of this lease, as same may be updated from time to time by Tenant (with any such updates being subject to Landlord's  prior written approval, which approval shall not be unreasonably withheld or delayed), provided that (i) such materials and other substances are used and stored in compliance with all applicable laws, and (ii) the indemnification obligations of Tenant set forth in this Paragraph 57 shall apply with full force and effect thereto.  Tenant's obligations under this Paragraph 57 shall survive the expiration or earlier termination of the term of this lease.

58.            Default.

(a)       In addition  to the rights and remedies set forth in Paragraphs 17 and 18 hereof, Landlord shall have the right to cancel this lease in the manner therein provided in the event that (i) Tenant shall have failed to pay any installment ofRent  provided herein within five (5) business days after written notice and demand for payment thereof or (ii) shall have defaulted in payment of additional rent set forth herein for a period of five (5) business days after written notice and demand for payment of same, or (iii) Tenant has not, within three (3) days of notice from Landlord, commenced and diligently prosecuted the cure of a default, the continuation of which, is a threat to the safety or welfare of the Building occupants or public, or (iv) there is a default beyond the expiration of applicable notice and cure periods, under the 10,217 SF Lease and/or the 111,933 SF Lease.

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(b)       In any case in which the Rent or additional rent is not paid within ten (10) days of the day when same is due, Tenant shall pay a late charge equal to 5 ($0.05) cents for each dollar so due. Tenant further agrees that the late charge imposed is fair and reasonable, complies with all laws, regulations and statutes, and constitutes an agreement between Landlord and Tenant as to the estimated compensation for costs and administrative expenses incurred by Landlord due to the late payment ofrent by Tenant. Tenant further agrees that the late charge assessed pursuant to this lease is not interest, and the late charge does not create a borrower/lender or borrower/creditor relationship between Landlord and Tenant.  The demand and collection of the aforesaid late charges shall in no way be deemed a waiver of any and all remedies that the Landlord may have under the terms of this lease by summary proceedings or otherwise in the event of a default in payment of rent or additional rent.

(c)       In the event that Landlord shall bring any proceeding against Tenant for recovery of money damages, or for possession of the Demised Premises by reason of nonpayment of Rent or additional rent, and Landlord shall incur costs and expenses by reason thereof or by reason of such monetary default, such charges, including reasonable legal fees, shall be due and payable from Tenant as additional rent and shall become immediately due and payable upon the incurrence of same. This provision shall expressly apply following the expiration or early termination of this lease where the Tenant, subtenant or assignee continues in possession of the Demised Premises.

(d)      [Intentionally Omitted].

(e)       At any time after this lease is terminated or the Term shall have expired and come to an end or Landlord shall have re-entered upon the Demised Premises, as the case may be, whether or not Landlord shall have collected any monthly deficiencies pursuant to Paragraph 18 of the preprinted portion of this lease, Landlord, at its sole discretion, shall be entitled to recover from Tenant, and Tenant shall  pay to Landlord, on demand, as and for liquidated  and agreed final damages, a sum equal to the amount by which the Rent and additional rent reserved in this lease for the period which otherwise would have constituted the unexpired portion of the Term exceeds the then fair and reasonable rental value of the Demised Premises for the same period, both discounted to present worth at the rate of five (5%) per cent per annum. If, before presentation ofproofofsuch liquidated damages to any court, commission, or tribunal, the Demised Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Demised Term, or any part thereof, the amount ofRent  and additional rent reserved upon such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Demised Premises so relet during the term of the reletting.

(f)       Nothing contained  in this lease shall be construed as limiting or precluding the recovery by Landlord against Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of the Tenant.

(g)       The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to which Landlord may lawfully be entitled, and Landlord may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for.

59.           Insurance.

(a)       Tenant shall obtain and keep in full force and effect during the Term, at its own cost and expense, (i) Commercial General Liability Insurance, on an occurrence basis, such insurance to afford protection in an amount of not less than One Million ($1,000,000) Dollars coverage for bodily injury, death and property damage arising out of any one occurrence and Two Million ($2,000,000) Dollars in the aggregate (such limit to apply on a "per location basis"), protecting Tenant as the insured and Landlord and its construction affiliate and management company, as well as any other parties whose names have been provided by Landlord to Tenant from time to time, as additional insureds (in a blanket endorsement form reasonably satisfactory to Landlord in its reasonable discretion) against any and all claims for personal injury, death or property damage, such insurance to provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord or any other party named as an additional insured; Such insurance shall include

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coverage for a blanket contractual liability and shall also include Products/Completed Operations (ii) "All Risk" Property Insurance on Tenant's property including improvements and betterments made by or on the behalf of Tenant, (and including, without limitation, Business Interruption coverage providing for the payment of all rent and additional rent payable under this lease for a period of twelve (12) months including "Extra Expense" and Equipment Breakdown Insurance) insuring Tenant's  property and equipment for the full 100% replacement cost value thereof; (iii) Workers Compensation Coverage and Employers Liability Coverage as required by law; (iv) New York DBL Coverage, as required by law; (v) Business Automobile Coverage in an amount of not less than One Million ($1,000,000) Dollars combined single limit per accident for bodily injury or property damage (which policy form shall include coverage for "Any Auto" which includes autos owned, hired and non-owned); (vi) Umbrella Liability Coverage with limits of liability of not less than Five Million ($5,000,000) Dollars per occurrence and in the aggregate per location; and (vii) any other insurance required by law.  All deductibles shall be paid by Tenant and shall not exceed $50,000.00.  None of Tenant's  insurance policies may provide for a self-insured retention.

(b)      All insurance required to be carried by Tenant pursuant to the terms of this lease shall be written in form and substance reasonably satisfactory to Landlord by a good and solvent insurance company of recognized standing, admitted to do business in the State of New York, which shall be reasonably satisfactory to Landlord and shall be rated in Best's Insurance Guide or any successor thereto as having a Best's Rating of not less than "A" and a "Financial Size Category" of not less than "X", or if such ratings are not then in effect, the generally accepted equivalent thereof or such other financial rating as Landlord may at any time consider reasonably appropriate. Tenant shall procure, maintain and place such insurance and pay all premiums and charges therefor and upon failure to do so Landlord, after reasonable written notice to Tenant, may, but shall not be obligated to, procure, maintain and place such insurance or make such payments, and in such event the Tenant agrees to pay the amount thereof, plus interest at the maximum rate permitted by law, to Landlord on demand and said sum shall be in each instance collectible as additional rent on the first day of the month following the date of payment by Landlord. Tenant shall cause to be included in all such insurance policies a provision to the effect that no material change in coverage shall be made thereto unless Landlord shall have received at least thirty (30) days prior written notice thereof by certified mail, return receipt requested. Appropriate certificates (on the forms currently designated "Acord Form 28" for property insurance and "Acord Form 25" for liability insurance, or their equivalent) shall be deposited with Landlord on or prior to the commencement of the Term hereof. Within ten (10) days after Landlord's written request, Tenant shall provide Landlord with certified copies of its applicable insurance policies; provided, however that Tenant may redact any confidential information contained therein prior to delivering such certified copies to Landlord. Any renewals, replacements or endorsements thereto shall also be deposited with Landlord to the end that said insurance shall be in full force and effect during the Term.

(c)       Tenant shall cause each insurance policy carried by it and insuring its fixtures and contents, or the betterments and improvements made by Tenant, against loss by fire and other hazards to be written in a manner so as to provide that the insurer waives all right of recovery by way of subrogation against Landlord in connection with any loss or damage covered by any such policy or policies. Landlord shall not be liable to the Tenant for any loss or damage caused by fire or other hazards.

(d)       Landlord will cause each insurance policy carried by Landlord and insuring the Building and Demised Premises against loss by fire and other hazards to be written in such a manner so as to provide that the insurer waives all right of recovery by way of subrogation against Tenant in connection with any loss or damage covered by such policy or policies. Tenant shall not be liable to Landlord for any loss or damage caused by fire or other hazard.

(e)       If Tenant shall at any time fail to maintain insurance as, and to the extent, required hereunder, Tenant hereby releases Landlord from all loss or damage which could have been covered by such  insurance  if Tenant  had  maintained  such  insurance,  including  the deductible  and/or uninsured portion thereof.  In no event, however, shall the foregoing clause increase the liability Landlord may otherwise have under this lease for such loss or damage. If Landlord shall at any time fail to maintain insurance as, and to the extent, required hereunder, Landlord hereby releases Tenant from  all  loss or damage  which  could  have  been covered  by such  insurance  if Landlord  had maintained such insurance, including the deductible and/or uninsured port thereof.   In no event, however, shall the foregoing clause increase the liability Tenant may otherwise have under this lease for such loss or damage.

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(f)       [Intentionally Omitted].

(g)Throughout the term of this lease, Landlord shall maintain (i) commercial general liability insurance coverage on an occurrence basis, including contractual liability, insuring against Landlord's liability arising out of bodily injury, death or property damage with respect to the Real Property, the Building and any common areas in an amount of not less than One Million $ 1,000,000.00) Dollars and Two Million ($2,000,000.00) Dollars in the aggregate, and (ii) "all risk" property insurance coverage on the Real Property, the Building and Landlord's equipment for the fall 100% replacement cost value thereof. Tenant shall reimburse Landlord, as additional rent (the "Insurance Cost"), for Tenant's Proportionate Share of all premiums for insurance carried by Landlord on or with respect to the Building and the Real Property (including, without limitation, Landlord's All-risk property insurance upon the Building and Real Property, as well as environmental, Commercial General Liability and Umbrella/Excess Liability; provided, however that Insurance Cost shall in no event include costs for Landlord's Auto Liability and workman's compensation insurance.

60.           Broker. Landlord and Tenant each represents to the other that this lease was not brought about by any broker and that all negotiations with respect to this lease were conducted exclusively between Landlord and Tenant. Each party (the "Indemnifying Party") agrees that if any claim is made for commissions by any broker claiming to have worked on behalf of the Indemnifying Party with respect to this lease, the Indemnifying Party will indemnify, defend and hold the other party free and harmless from any and all liabilities and expenses in connection therewith, including the other party's reasonable attorney's fees. Notwithstanding anything to the contrary contained in this Paragraph 60, the parties each acknowledge their dealings with CB Richard Ellis, Inc. ("CBRE") in connection with the sale-leaseback transaction of which this lease is a part, and Tenant represents that any and all commissions due CBRE in connection with the sale-leaseback are being paid by Tenant.

61.           Conditions of Landlord's Liability. Landlord and Landlord's agents and employees shall not be liable for, and Tenant waives all claims for, loss or damage to Tenant's business or damage to person or property sustained by Tenant resulting from any accident or occurrence (unless caused by or resulting from the negligence or willful misconduct ofLandlord, its agents, servants or employees other than accidents or occurrences against which Tenant is insured and except to the extent Tenant is contributorily negligent) in or upon the Demised Premises or the Building, including, but not limited to, claims for damage resulting from: (i) any equipment or appurtenances becoming out of repair; (ii) injury done or occasioned by wind; (iii) any defect in or failure of plumbing, heating or air conditioning equipment, electric wiring or installation thereof, gas, water, or steam pipes, stairs, porches, railings or walks; (iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the bursting, leaking or running of any tank, tub, washstand, water closet, waste pipe, drain or other pipe or tank in, upon or about the Building or the Demised Premises; (vii) the escape of steam or hot water; (viii) water, snow or ice being upon or coming through the roof, skylight, trapdoor, stairs, doorways, show windows, walks or any other place upon or near the Building or the Demised Premises or otherwise; (ix) the falling of any fixture, plaster, tile or stucco; and (x) any act, omission or negligence of other tenants, licensees or of any other persons or occupants of the Building or of adjoining or contiguous buildings or of owners of adjacent or contiguous property. Whenever Tenant shall claim under this lease that Landlord has unreasonably withheld or delayed its consent to some request of Tenant for which Landlord is specifically obligated to be reasonable under this lease, Tenant shall have no claim for damages by reason of such alleged withholding or delay, and Tenant's sole remedy thereof shall be a right to obtain specific performance or injunction but in no event with recovery of damages.

62.           Cafeteria. The parties acknowledge that a food service is or shall be provided in the lower level of the Building. The parties further acknowledge that, although the existing food service facility in the Building will be in place the Commencement Date, shortly thereafter Landlord will be relocating the food service facility to the lower level of the Building (the "Food Service Relocation"). Landlord estimates that the Food Service Relocation will take approximately six (6) weeks (which time period may be further extended as a result of delays in Landlord obtaining all required

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 required governmental and/or municipal inspections, approvals, authorizations or consents, including, without limitation, any required inspections by and authorizations from the Department of Health, although Landlord agrees to use reasonable diligent in obtaining same), during which period there will be no food service facility in the Building.  Notwithstanding the foregoing, Landlord agrees that during the Food Service Relocation, it will arrange for limited food service to be available at the Building (i.e., prepared foods, such as sandwiches and beverages sold by food service personnel, not served from a vending machine). Once the Food Service Relocation is completed, Landlord agrees that the service provided in the food service facility shall be similar in quality to that which is offered in similar Class "A" office buildings. For so much of the Term as such food service is provided in the Building, Tenant shall be permitted to invite its principals and employees to use same for the purchase and consumption of food and beverages offered for sale. Tenant shall pay or reimburse Landlord, on a monthly basis, for Tenant's Proportionate Share of any subsidy provided by Landlord to the food service operator, but in no event shall Tenant's Proportionate Share of the subsidy exceed $15,000.00 per annum. Tenant shall also have the right to use the food service area from time to time and at any time after 3:00 p.m on weekdays for the hosting of business events or functions so long as (a) Tenant provides Landlord with reasonable prior notice of the date, time and nature of such events or functions, (b) Tenant reimburses Landlord, on demand, for any additional cost or expense actually incurred by Landlord in connection with such events or functions (e.g., security services, cleaning services, etc.), and (c) Tenant enters into such agreements for such use of the food service area as Landlord and the food service provider may reasonably request. The use of the food service shall be subject to the reasonable rules and regulations of Landlord and/or the operator of the food service now or hereafter imposed. Notwithstanding anything to the contrary contained in this Paragraph, if the food service opens for business and subsequently closes, either temporarily or permanently, there shall be no abatement or diminution of Rent and Tenant shall in no event be relieved from any of its obligations under this lease, except that Tenant shall not be required to pay Tenant's Proportionate Share of the food service subsidy for the period in which the food service is not operational. Further, in the event there is no food service in the Building for thirty (30) or more consecutive days, Landlord shall provide Tenant with a revocable license to use the food service area so that Tenant can provide its own licensed and reputable food service operator for the purpose of providing food service in the lower level of the Building.

63.           Fitness Facility. The parties acknowledge that a fitness facility is or shall be provided in the lower level of the Building, containing approximately 3,000 rentable square feet, in or about the location shown on Exhibit "D" annexed hereto and made a part hereof. For so much of the Term as such fitness facility is provided in the Building, Tenant's principals and employees may use same at a cost of $100 per year per member (which amount is subject to reasonable increases from time to time during the Term). Landlord agrees to maintain the fitness facility in good condition and Landlord shall be responsible, at its sole cost and expense, for the maintenance, repair and replacement of the fitness facility and equipment located therein. The use of the fitness facility shall be subject to the reasonable rules and regulations ofLandlord now or hereafter imposed. Notwithstanding anything contained herein to the contrary, if the fitness facility closes, either temporarily or permanently, there shall be no abatement or diminution of Rent and Tenant shall in no event be relieved from any of its obligations under this lease.

64.Miscellaneous.

(a)This lease shall not be recorded. No memorandum of this lease shall be recorded without the express written consent of Landlord.

(b)The invalidity or unenforceability of any provision of this lease shall in no way affect the validity or enforceability of any of the other provisions contained in this lease. Landlord and Tenant understand, agree and acknowledge that this lease has been freely negotiated by both parties and that, in the event of any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this lease or any of its terms and conditions, there shall be no inference, presumption or conclusion drawn whatsoever against either party by virtue of that party having drafted this lease or any portion hereof.

(c)There are no oral agreements between the parties hereto affecting this lease and this lease supersedes and cancels any and all previous representations, negotiations, arrangements and understandings, if any, between the parties hereto with respect to the subject matter hereof, and shall not be used to interpret or construe this lease.

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(d)Wherever in this lease there is any conflict between the provisions of any of the preprinted portions of the lease and the non-preprinted portions of the lease (e.g. typewritten or handwritten changes to the pre-printed form and the provisions of this rider), the non-preprinted provisions shall be deemed to supersede the preprinted provisions.

(e)Any references in the printed portions of this lease to the City of New York and the Administrative Code of the City of New York are deemed deleted, and where applicable the town in which the Demised Premises is located and other local governmental authorities and their ordinances shall be substituted in lieu thereof.

(f)This lease may not be changed, modified or discharged, in whole or in part, orally, and no executory agreement shall be effective to change, modify or discharge, in whole or in part, this lease or any obligations under this lease, unless such agreement is set forth in a written instrument executed by the party against whom enforcement of the change, modification or discharge is sought.

(g)The mailing or delivery of a lease by the Landlord to a possible Tenant, its agent or attorney, shall not be deemed an offer nor shall any obligation or liability be created on the part of Landlord until such time as a lease, duly executed by the Landlord, is delivered to such possible Tenant, its agent or attorney.

(h)Tenant shall give notice to Landlord, promptly after Tenant learns thereof, of (i) any accident in or about the Demised Premises, (ii) all fires and other casualties within the Demised Premises, (iii) all damages to or defects in the Demised Premises, including the fixtures, equipment and appurtenances thereof for the repair of which Landlord might be responsible, and (iv) all damage to or defects in any parts or appurtenances of the Building's sanitary, electrical, heating, ventilating, air conditioning, elevator and other systems located in or passing through the Demised Premises or any part thereof.

(i)       In the event Standard Microsystems Corporation is no longer the "Tenant" under this lease, Landlord hereby reserves the right, in its sole discretion, to require that such successor "Tenant" deposit a security deposit (in an amount to be determined by Landlord, in its reasonable discretion) and, in such event, Paragraph 32 of the preprinted portion of this lease shall be re-inserted into the Lease. Additionally, in the event that Landlord holds such security deposit in an interest bearing account, Landlord may retain a portion of the interest earned thereon equal to one (1%) per annum of such deposit as an administrative fee.

(j)       In the event Landlord is not an individual, Landlord represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so. In the event that Tenant is not an individual, Tenant represents that the officer or officers, partner or partners, member or members or manager or managers executing this lease have the requisite authority to do so.

(k)       Tenant hereby acknowledges that Landlord makes no representations as to the compatibility of the Building systems with Tenant's equipment.

(1)       Tenant shall indemnify, hold harmless and defend Landlord, its affiliates, managing agents, construction company, subsidiaries, directors, officers, employees and agents from and against any and all liabilities, claims, demands, damages, costs, expenses (including reasonable attorneys' fees) suits, judgments whether actual or alleged, including such for bodily injury or wrongful death to any person (including tenant employees and invitees) and property damage to any property, arising out of or in connection with the operations or business of the Tenant at the demised premises or real property; the acts or omissions of the Tenant, its sub-tenants, its employees, invitees, contractors or agents; or any breach of this lease or improper conduct. Upon notification by the Landlord of an indemnifiable event, Tenant at its own expense shall arrange for Landlord's defense (at Landlord's option) and confirm indemnification. Tenant will still be responsible to fulfill its obligations under this Article in the event Tenant or Tenant's insurance company does not accept a tender of claim by the Landlord. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place. Tenant agrees not to settle any claims pursuant to this indemnity without Landlord's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

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(m)     Landlord shall indemnify and save harmless Tenant, its affiliates, managing agents, directors, officers, employees and agents from and against all liability, claims, demands, damages, costs, expenses (including reasonable legal fees), suits and judgments arising from any injury or death to persons or any damage to the property of third parties sustained in the common areas of the Building or which arise out of construction or work performed by Landlord or its construction affiliate in an about the Building and/or Demised Premises and will further indemnify and save harmless Tenant against and from all costs, expenses, and liabilities incurred in connection with any such claim or loss or action or proceeding brought thereon (including reasonable attorney fees and costs); and in case any action or proceeding be brought against Tenant by reason of any such claim or loss, Landlord, upon notice from Tenant, agrees that Landlord, at Landlord's expense, will resist or defend such action or proceeding and will employ counsel therefor reasonably satisfactory to Tenant. Landlord will still be responsible to fulfill its obligations under this Article in the event Landlord or Landlord's insurance company does not accept a tender of claim by Tenant. These indemnification provisions are to continue after lease expiration and are not limited by the amount of available insurance in place. Landlord agrees not to settle any claims pursuant to this indemnity without Tenant's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.

(n)      Except with respect to damages set forth in Paragraph 52(ii) and (iii) hereof, neither party shall be liable to the other for any lost profits, incidental, special, exemplary, punitive, indirect or other consequential damages.

(o)      With respect to any dispute between Landlord and Tenant involving this lease which is resolved through legal proceedings, the non-prevailing party, if evident, shall bear all reasonable fees, costs and expenses of the subject legal proceeding, including, without limitation, the reasonable attorney's fees and costs of the prevailing party.

65.INTENTIONALLY DELETED.

66.Subordination. So long as Tenant continues to lease and occupy at least twenty-five (25%) percent of the Building (taking into consideration premises leased pursuant to the Tenant Leases, collectively), Landlord shall obtain for the benefit of Tenant a Subordination, Attornment and Non- Disturbance Agreement (an "SNDA") from Landlord's future mortgagees on such mortgagee's standard form. Tenant shall be responsible for paying (or reimbursing Landlord, as additional rent) for any fees or costs imposed by a mortgagee or its counsel in connection with the issuance and/or negotiation of any SNDA. Notwithstanding the foregoing, an SNDA shall not be required from the mortgagee existing as of the date of this lease.

67.Tenant's Exclusive. So long as Tenant continues to lease and occupy at least fifty (50%) percent of the Building (taking into consideration premises leased pursuant to the Tenant Leases, collectively), Landlord covenants and agrees not to lease any space in the Building to a Competitor (as hereinafter defined) for a purpose in competition with Tenant's primary business (i.e., the manufacturing, testing, storing or sale of semi-conductors). The term "Competitors" shall mean and refer to the following entities: Alcor Micro Corp., ASIX Electronics Corp., Avnera Corporation, Broadcom Coiporation, Cypress Semiconductor, Davicom Semiconductor Inc., Display Link, eNe, Genesys Logic, GMT, Inc., Integrated Technology Express, Inc., Marvell Technology Group Ltd., Micrel Semiconductor, Inc., Nuvoton (formerly Winbond Electronics Corporation), Realtek Semiconductor Corp., Renesas Technology, ST-Ericsson, Syncomm and Texas Instruments. Notwithstanding anything to the contrary contained in this Paragraph, nothing herein shall prevent Landlord from leasing any space in the building to any affiliate or subsidiary of a Competitor who intends on using such space solely for non-competitive purposes.

68.Notices. Supplementing Paragraph 28 of the pre-printed portion of this lease, all notices delivered to Tenant should be sent to the attention of Walter Siegel, Esq., with copies of all such notices delivered to Standard Microsystems Corporation, 80 Arkay Drive, Hauppauge, New York 11788, Attention: Peter Byrnes and to Moritt Hock & Hamroff, LLP, 400 Garden City Plaza, Garden City, New York 11530, Attention: Gary C. Hisiger, Esq.

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69.Destruction. Fire and Other Casualty. Supplementing the terms and conditions of Paragraph 9 of the pre-printed portion of this lease:

(a)If the Demised Premises shall be totally damaged or rendered wholly unusable or wholly inaccessible by fire or other casualty and Landlord has not terminated this lease pursuant to Paragraph 9(d) hereof and the estimated date of completion of such restoration work, as reasonably determined by Landlord's architect, is more than twelve (12) months following the date of such damage or destruction, then Tenant shall have the right to terminate this lease by written notice delivered to Landlord within ten (10) days following receipt of such written determination by Landlord's architect. Furthermore, if the Demised Premises shall be totally damaged or rendered wholly unusable or wholly inaccessible by fire or other casualty and Landlord has not terminated this lease pursuant to Paragraph 9(d) hereof and Landlord has not completed the making of the required repairs and restored and rebuilt the Demised Premises and/or access thereto within twelve (12) months from the date of such damage or destruction (and such additional time not to exceed sixty (60) days after such date as shall equal the aggregate period Landlord may have been delayed in doing so by unavoidable delays or adjustment of insurance), then Tenant may serve notice on Landlord of its intention to terminate this lease, and, if, within thirty (30) days thereafter, Landlord shall not have completed the making of the required repairs and restored and rebuilt the Demised Premises and/or access thereto, this lease shall terminate on the expiration of such thirty (30) day period as if such termination date were the Expiration Date, and the Rent and additional rent shall be apportioned as of such date and any prepaid portion of Rent and additional rent for any period after such date shall be refunded by Landlord to Tenant.

(b)In the event the Demised Premises are rendered wholly unusable or wholly inaccessible and neither Landlord nor Tenant have exercised their options to terminate this lease (as set forth herein), then, at the request of Tenant, Landlord shall use commercially reasonable efforts to locate and provide Tenant with substitute, habitable office space reasonably suitable for Tenant's business elsewhere in the Building or in another building owned by Landlord or its affiliates; such space to be of approximately the same size as the Demised Premises (the "Substitute Space"). If Tenant agrees to accept the Substitute Space, then Rent shall abate with respect to the Demised Premises from the date of such damage or destruction, Tenant shall accept the Substitute Space in its then "as is" condition; it being acknowledged by the parties that the occupancy of the Substitute Space by Tenant is intended to be temporary, lasting only as long as is necessary for Landlord to substantially complete restoration of the Demised Premises, and Tenant shall pay to Landlord the fair market rental value of the Substitute Space, on a monthly basis, in advance, throughout its occupancy thereof. It is further agreed that, in the event Tenant accepts the Substitute Space, Tenant shall be deemed to have waived the termination right set forth in Paragraph 69(a) above. Upon substantial completion of the restoration of the Demised Premises, Tenant shall surrender the Substitute Space to Landlord and re-occupy the Demised Premises.

19

70.Reserved Parking Allocation. Supplementing Paragraph 55 hereof, Landlord and Tenant agree that, at any time during term of this Lease (until the Allocation (as defined below) is completed subject to the Reallocation (as defined below), either party may request the other to allocate between Landlord and Tenant up to 200 parking spaces (the "Allocation") in the parking area, which is otherwise first come, first served, to be on a "reserved" basis. Any reserved spaces shall be from those spaces shown on the parking plan annexed hereto as Exhibit E (which has 245 spaces available to be reserved and of which 200 can be so reserved). If an Allocation is desired, the requesting party shall send the other a notice identifying spaces to be designated as reserved (which may be on multiple occasions during the term of the Lease), up to the aggregate of 200 spaces. Within ten (10) days of the requesting party's notice, if Tenant is the party requesting and designating spaces, Landlord reserves to itself the right to select up to 40% of the spaces initially designated by Tenant to thereafter be "Landlord (or future tenant) reserved" and if Landlord is the party requesting and designating spaces, Tenant reserves to itself the right to select up to 60% of the spaces initially designated by Landlord to thereafter be "Tenant reserved"; provided if the Landlord Allocation (80 spaces) or Tenant Allocation (120 spaces) is completed but the other party's is not yet completed, the party who has not yet obtained its full Allocation may thereafter designate spaces on notice to the other party but without a right to select any portion of such spaces. In addition, once the Allocation is complete, a party may thereafter select different spaces (the "Reallocation") to be the reserved spaces but they may not, in connection with a Reallocation, require the other party to give up any of their previously selected spaces in connection with such Reallocation. Landlord and Tenant further agree that the allocation between Landlord and Tenant shall ultimately be for up to 80 spaces for use by Landlord or its future tenants and up to 120 spaces for use by Tenant. Landlord shall be responsible for marking the spaces as "reserved" for the appropriate party and for enforcing the rights of parties to the spaces so designated as "reserved".

20

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this lease as of the day and year first above written.

Landlord:	REP 80 ARKAY DRIVE, LLC
	By:
		Name:
		Title:

Tenant:	STANDARD MICROSYSTEMS CORPORATION

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this lease as of the day and year first above written.

Landlord:	REP 80 ARKAY DRIVE, LLC

Tenant:	STANDARD MICROSYSTEMS CORPORATION
	By:
	Name:
	Title:

EXHIBIT A

RENTAL PLAN DATED AS OF , 2011

21

22

23

24

EXHIBIT A - 1

LOCATION OF SECURITY BOOTH

25

EXHIBIT B

FIXTURES EXISTING AT THE DEMISED PREMISES NOT REQUIRING

 REMOVAL/RESTORATION AT THE EXPIRATION OF THE TERM

Fixtures Existing at the Demised Premises that Remain property of SMSC - 80 Arkay Dr.

In addition to the items listed below that are the property of SMSC, fixtures that are currently installed at 80 Arkay Dr. or will be in the future that will remain the property of SMSC at the termination of the lease are -

Electrical Conditioning Equipment utilized in our Test Operations to supply conditioned power to our test devices.

Reels to support compressed air and electrical feeds for Test Operations.

Property of SMSC-

Kitchen Appliances - Appliances used in Break Rms., Kitchens, Coffee Stations. Refrigerators, microwave ovens, coffee makers. This does not include specialty equipment purchased specifically for the operation of the Cafeteria.

Security Systems - Security access and surveillance systems consisting of electronic card readers, control panels, local server, card printer, CCTV cameras, recording equipment, cabinets, PCs, etc.

Fire Extinguishers - All portable fire extinguishers.

Supplementary Air Conditioning Systems - Split type air conditioning units utilized to supplement main building units.

Telephone System - Telephone system consists of servers, switches, modular components, racks and cabinets, PCs, monitors, telephone instruments and cellular amplification systems.

Communications Cabling System - Copper and fiber optic cables, patch panels, racks, jacks, data switches, etc.

IT Equipment - Electronic data computing and switching equipment including wireless network broadcast equipment.

Audio Visual Equipment - Screens, projectors, speakers, microphones, consoles, modular components, cabinets, PCs, monitors that make up our audio visual presentation and conferencing systems.

Furniture and Furnishings - Free standing furniture including desks, tables, chairs, cabinets, lockers. Modular furniture systems consisting of partition panels, work surfaces, shelves, cabinets, drawer modules, lighting and electrical components.

Storage Shelving and Rack Systems - Metal shelving and rack systems used for storage of equipment, materials, files, etc,

26

EXHIBIT C

HAZARDOUS MATERIALS USED IN CONNECTION WITH TENANT'S BUSINESS

Table 3.1.1 - 80 ARKAY DRIVE

HAZARDOUS MATERIALS

 USED BY OA FOR RELIABILTIY TEST AND FAILURE ANALYSIS

MATERIAL	DOT Shipping Class	AKA	MAXIMUM  QUANTITY
Acetone	3.2	ACETONE	8 Gals
Isopropyl Alcohol	3.2	IPA	8 gals
Fuming Nitric Acid	5.1	HN03	8pts
Sulfuric Acid	8.1	H2S04	4 gals
Fuming Sulfuric Acid	8.1	Oleum	2pts
Acetic acid	8.1	Acetic	8 gals
Liquid Nitrogen	2.2	LN2	2200 liters
Alpha Metals Flux	3.2	AM-100	8 gallons
Buehler "Varidur"	0.2		2 pints
Lead Free Solder	0.2	Pb free	50 lbs
Varidur Kit	0.2	Plastic Powder
Ultramount Liquid	3.3	Acrylic Activator
Hydrochloric Acid	8.1	HC1	I pt
Hydrofluoric Acid	8.1	HF	Ipt
TetrabutylAminoraum Hydroxide	8.2		4 gals

USED BY PRODUCTION TEST TO MAINTAIN SOCKETS

(Gold replatiiig - Brush Application')

MATERIAL	DOT Shipping Class	AKA	MAXIMUM QUANTITY
TECHNIC INC TAS #1	8.2		Igal
TECHNIC Inc "TSC-15101"	8.3		20 lbs
Technic Inc "Gelling Agent"	0.2		lqt
Acid Nickel Brush Plating	6.1		2 gals
Technic Strip II	6.1		2 gal
Technic "Orobrush 999 No Gel"	6.1		2qt
Isopropyl Alcohol	3.2		2 pints
Speedball Cleaner			4 gals

27

Tier 2 Online Submission Report

Reporting period : From January 1, 2010 to December 31, 2010

Facility Name	SMSC	Facility ID	1633388
Department Name	Corp Facilities	Facility Email
Physical Address	80 Arkay Drive , Hauppauge, Suffolk county, NY - 11788, USA	Latitude / Longitude	40.813094 /-73.252969
Mail Address	80 Arkay Drive, Hauppauge, NY - 11788	Method of Determination	A1 - Address Matching (House Number)
NAICS	541710 -	Location Description	CE - Center of Facility
Dun & Bradstreet	054988506 - Semiconductor Manufacturer

Contact Information	Name	Phone	Email	Mail address
Emergency Contact	Ed Montvidas	631-4344654 (24-hour)	ed.montvi das® smsc.corn	80 Arkay Drive. Hauppauge. COUNTY. NY - 11788, USA
Owner / Operator	Don Sundin	6314344649 (Work)	don.sundingJsirisc.com	80 Arkay Drive. Hauppauge. Suffolk COUNTY. NY - 11788. USAA
Submitter	Ed Montvidas	631-4344654 (24-hour)	ed.montvidas® smsc.com	80 Arkay Drive, Hauppauge. COUNTY. NY - 11788, USA

Chemical Inventory Information

Chemical Description	Physical & Health Hazards	Inventory	Mixture components	Storage locations and codes (Non- Confidential)
CAS 64742650 Trade Secret o	Fire x	99999.0 Max. Daily Amount		1) North West Side of Building: Type R
Chem. Name Diesel Fuel	Pressure o	24000.0 Avg. Daily Amount		Pressure 1. Temperature 4.
Pure x Mixture o Solid o Liquid x Gas o	Reactive o	365 No. of Days On-site
EHS o	Acute o
	Chronic o
State Specific Information
No State specific information
CAS 7727379 Trade Secret o	Fire o	3750.0 Max. Daily Amount		1) North Driveway - By Loading Dock: Type
Chem. Name Nitrogen	Pressure x	2000.0 Avg. Daily Amount		A Pressure 2. Temperature 7
Pure x Mixture o Solid o Liquid x Gas x	Reactive o	365 No. of Days On-site
EHS o	Acute o
	Chronic o
State Specific Information
No State specific information

Facility Name: SMSC Facility ID: 1633388 Managed by The University of Texas at Dallas

28

Tier 2 Online Submission Report

Reporting period: From January 1, 2010 to December 31, 2010

Chemical Description	Physical & Health Hazards	Inventory	Mixture components	storage locations and codes (Non- Confidential)
CAS7664939TradeSecret o	Fire o	999.0 Max. Daily Amount		1) UPS _Basement: Type R.
Chern. Name Sulfuric Acid	Pressure o	600.0 Avg. Daily Amount		Pressure 1. Temperature 4
PurexMixturexSolidoLiquidx Gaso	Reactive x	365 No. of Days On-site		2)UPS_BoilerRoomExistingBldg: Type R.
EHS x	Acute x			Pressure 1. Temperature 4
	Chronic x			3) Loading Dock-Pallet Jacks: Type R.
State Specific Information				Pressure 1. Temperature 4
No State specific Information				4)OA-FailureAnalysisLab: Type R.
				Pressure 1. Temperature 4

State Specific Information

No State specific information

Additional Information

oI have attached a  document.  oI have attached two or  more documents.

Certification

I certify under penalty of law that I have personally examined and am familiar with the Information submitted in pages ______ through ______ . and that based on my Inquiry of those individuals responsible for obtaining the information. I believe that the submitted information is true. accurate and complete.

Name and official title of owner/operator OR owner/operator's authorized representative Signature Date signed

Facility Name: SMSC                  Facility ID: 1633388 Managed by The University of Texas at Dallas

29

EXHIBIT D

LOCATION OF FITNESS FACILITY

30 

EXHIBIT E

31

EX-10.7

Exhibit 10.7

Mr. David Coller

80 Arkay Drive

Hauppauge, New York, 11788

May 2012

International Assignment Letter

Dear Dave

This letter describes revisions to the general parameters and conditions of our current agreement for a temporary international assignment (the "Revised Agreement") with Standard Microsystems Corporation (hereafter "SMSC" or "the Company").

The items in this REvised Agreement do not create a contact of employment, but simply seek to confirm the conditions that pertain to your international assignment. During your assignment, your status as Senior Vise President of Global Operations will continue.

In the event of any change in circumstances, or additional matters not known at this time, SMSC reserves the right to make adjustments to the Revised Agreement.

ASSIGNMENT DESCRIPTION

The following provisions will apply during your assignment in Hong Kong as Senior Vise President of Global Operations. You will continue to report to Christine King, President and Chief Executive Officer in Hauppauge, New York. Hong Kong will be considered your primary work location.

Your assignment initially commenced as of June 1, 2010. The United States will be considered as your point of origin, and the location to which  we will return you and your family upon final repatriation.

Your assignment is expected to have a duration of two and one-half years from the date of this Revised Agreement. This period, at any time, may also be shortened or extended subject to changes in the business requirements or personal circumstances SMSC will endeavor to give you reasonable advance notice regarding the anticipated end of agreement.

For purposes of this agreement, your family unit will include yourself, your spouse, and your two youngest children.

Your employment with Standard Microsystems Corporation in the US will be transferred to SMSC Tracking (Hong Kong Branch Office) ("Hong Kong").

COMPENSATION OVERVIEW

Your cash compensation overview will be initially set by converting your current cash compensation from US dollars to Hong Kong dollars using a 7.8 Hong Kong dollar to US dollar exchange rate 

SMSC

International Assignment Letter - David Coller - April 2012

You will become eligible for Hong Kong benefits per the rules of each applicable plan and you will no longer be eligible for US benefit per the rules of each applicable plan. Notwithstanding the foregoing, you will receive benefits equal to Executive salary Grade Severance Benefits in accordance with the terms and conditions of the Company's Executive Severance Plan, as may be amended from time to time, expect for COBRA benefits or any other benefits that are legally required for US employees In lieu of COBRA benefits, the Company will pay for International Medical Insurance for 12 months. Any benefits paid above will be in lieu of or will fully satisfy any severance benefits available to Hong Kong employees. The foregoing benefits may not be reduced without your consent.

In addition you will be paid International assignment-related allowances and benefits as detailed throughout this letter.

Base Salary

You will be paid a gross base salary for yours duties at a level consistent with your current level of compensation as approved by the SMSC Board of Directors Compensation Committee.

International Medical Insurance

The company will pay for the cost of international medical insurance for you accompanying family members.

The remainder of this letter addresses allowances and benefits related to your international assignment.

Immigration Assistance

SMSC will provide for legal consultation on disposing of your US permanent visa and extending your Hong Kong employment visa, if necessary.

Auto Lease

The company will assume responsibility for the leasing and required insurance costs for your current vehicle in the US until the expiration of the current lease.

ON ASSIGNMENT - ONGOING BENEFITS

Goods and Services Differential Allowance

SMSC will pay a monthly global assignment stipend of HKD 21,870 plus tax gross up.

2

SMSC

International Assignment Letter - David Coller - April 2012

Host-Country Housing

The housing and utilities provided to you in Hong Kong will be entirely at SMSC's expense subject to a limitation of HKD 97,500 per month (costs in excess of this will be your responsibility).

Reimbursement of Schooling Costs for Children

SMSC will reimburse certain costs relating to US standard primary or secondary schooling in Hong Kong up to HKD 156,000 per year for each of your two children.

Health Care Coverage for Daniel Coller

SMSC will pay or reimburse the cost of COBRA for eldest son Daniel through his period of eligibility or until other health care coverage is secured, whichever occurs first.

Tax Preparation

SMSC provides professional tax preparation services to assist you with the preparation of both US and Hong Kong income tax returns for the first tax year of this Revised Agreement.

Student Visits

SMSC will pay for the actual cost of round trip economy class airfare, meals in transit, and local travel to and from airports between US and the Hong Kong for your college student son's family visit travel twice a year.

Leave and Working Schedule

You will observe public holidays, vacation and working schedule in accordance with local law and host country office practice.

END OF THE ASSIGNMENT

At the end of the assignment, you will be repatriated back to the US or the U.K.  At that time, you will be provided tax consultations, shipping of household goods, travel arrangements, and temporary living expenses (for 3 months) and all international assignment allowances will be discontinued.

3

SMSC

International Assignment Letter - David Coller - April 2012

Termination of Employment

If it becomes necessary for the Company to initiate action resulting in the termination of your employment while on international assignment, the same benefits apply as for repatriation (see above).  However, if you voluntarily resign you and your family will only be eligible for the most economical economy class airfare to the US or the UK and shipment of household goods.  To be eligible to for these relocation benefits to the US or the UK, your relocation must occur within 30 days of your termination.

MISCELLANEOUS ITEMS

Responsibility

The responsibility for maintaining international assignment records and payments is a joint responsibility of both yourself and SMSC.  While every effort will be made by the Company to ensure accurate work is completed on time, you should be actively involved in the review process.  If at any time you find errors in, or have any questions concerning your pay, allowances, or taxes, please bring them to our attention for correction or clarification.

Governing Law

Place of jurisdiction for all matters arising from or in connection with this Agreement shall be the United States.  United States law shall be applicable exclusively.

*****

Please note that the foregoing provisions of this letter  of understanding may be amended from time to time as circumstances and/or conditions warrant.  If you have any questions concerning the interpretation or clarification of the terms and conditions of this assignment as outlined above, please feel free to contact me.

4

SMSC

International Assignment Letter- David Coller   April2012

We look forward to your continuing contributions to SMSC and wish you much sucoess on your international assignment.

Regards,

Signed	/s/ Andrew Solowey	5/3/2012
	Andrew Solowey	Date
	(For and On Behalf of SMSC)

Signed	/s/ Christine King	June 4, 2012
	Christine King	Date
	(Represented by Standard Microsystems Corporation President and Chief Executive Officer)

In acknowledgment of receipt and concurrence ofthe terms and conditions included within this letter, please sign below and return.

Signed	/s/ Dave Coller	5/1/2012
	Dave Coller	Date

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Christine King, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Standard Microsystems Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e) and internal control over financial reporting (as defined in Exchange Act Rules 13a — 15 (f) and 15d — 15 (f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ CHRISTINE KING
	(signature)
	Christine King President and Chief Executive Officer (Principal Executive Officer)

Date: July 3, 2012

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kris Sennesael, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Standard Microsystems Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15 (e) and internal control over financial reporting (as defined in Exchange Act Rules 13a — 15 (f) and 15d — 15 (f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ KRIS SENNESAEL
	(signature)
	Kris Sennesael Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Date: July 3, 2012

EX-32.1

Exhibit 32.1

CERTIFICATIONS

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Standard Microsystems Corporation (the Company), does hereby certify, to such officer’s knowledge, that:

The Quarterly Report on Form 10-Q for the quarter ended May 31, 2012 of the Company fully complies, in all material respects, with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ CHRISTINE KING
	(signature)
	Christine King President and Chief Executive Officer (Principal Executive Officer)

By:	/s/ KRIS SENNESAEL
	(signature)
	Kris Sennesael Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Dated: July 3, 2012

XML

Fair Value Measurements

3 Months Ended

May 31, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

4. Fair Value Measurements

The Company's financial assets and liabilities are measured and recorded at fair value. The Company's non-financial assets (including: goodwill, intangible assets, property, plant and equipment) are measured at fair value when initially recorded for purchase accounting allocation and when an impairment charge is recognized. Contingent consideration on acquisitions is measured at fair value at each reporting period. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, management considers the principal or most advantageous market in which the Company would transact, and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.

The following tables present the recurring fair value measurements within the three levels of fair value hierarchy under U.S. GAAP of the Company's financial assets, including investments, cash surrender value of life insurance policies, cash equivalents, non-financial liabilities, and contingent consideration (in thousands):

	May 31, 2012
	Total Fair Value		Level 1		Level 2		Level 3
Assets:
Auction rate securities	$	25,605	$	-	$	450	$	25,155
Money market funds		48,155		48,155		-		-
Other assets-cash surrender value		1,652		-		1,652		-
Total Assets	$	75,412	$	48,155	$	2,102	$	25,155
Liabilities:
Contingent consideration	$	2,040	$	-	$	-	$	2,040
Total Liabilities	$	2,040	$	-	$	-	$	2,040

	Febraury 29, 2012
	Total Fair Value		Level 1		Level 2		Level 3
Assets:
Auction rate securities	$	25,680	$	-	$	-	$	25,680
Money market funds		16,833		16,833		-		-
Other assets-cash surrender value		1,650		-		1,650		-
Total Assets	$	44,163	$	16,833	$	1,650	$	25,680
Liabilities:
Contingent consideration	$	4,251	$	-	$	-	$	4,251
Total Liabilities	$	4,251	$	-	$	-	$	4,251

The Company groups money market funds using a Level 1 valuation because market prices were readily available. Level 2 financial assets and liabilities represent the fair value of cash surrender value of life insurance and those auction rate securities that were liquidated at par subsequent to May 31, 2012.

The assets grouped for Level 3 valuation included auction rate securities consisting of AAA rated securities mainly collateralized by student loans guaranteed by the U.S. Department of Education under the Federal Family Education Loan Program ("FFELP"), as well as auction rate preferred securities ($6.1 million at par) which are AAA rated and part of a closed end fund that must maintain an asset ratio of 2 to 1. Level 3 liabilities consist of contingent consideration from acquisitions. See Note 17 - Commitments and Contingencies, for further discussion on contingent consideration arrangements, including fair value disclosures.

The fair value of financial instruments that lack significant observable inputs are classified as Level 3. However, the fair value determination for Level 3 financial instruments may consider some observable market inputs.

The following table presents the changes of the Company's major classes of assets and liabilities measured at fair value using Level 3 inputs (in thousands):

Assets:	Three Months Ended May 31, 2012
Balance at beginning of period	$	25,680
Transfers out to Level 2 (Auction Rate Securities with market inputs)		(450	)
Unrealized losses included in accumulated other comprehensive income		(75	)
Balance as of May 31, 2012	$	25,155
Liabilities:
Balance at beginning of period	$	4,251
Level 3 liabilities settled		(1,410	)
Gains included in earnings		(801	)
Balance as of May 31, 2012	$	2,040

The following tables summarize the composition of the Company's investments (in thousands):

								Classification on Balance Sheet
May 31, 2012	Cost		Gross Unrealized Losses			Aggregate Fair Value		Cash and Cash Equivalents		Long-Term Investments
Auction rate securities	$	27,775	$	(2,170	)	$	25,605	$	-	$	25,605
Money market funds		48,155		-			48,155		48,155		-
	$	75,930	$	(2,170	)	$	73,760	$	48,155	$	25,605

								Classification on Balance Sheet
February 29, 2012	Cost		Gross Unrealized Losses			Aggregate Fair Value		Cash and Cash Equivalents		Long-Term Investments
Auction rate securities	$	27,775	$	(2,095	)	$	25,680	$	-	$	25,680
Money market funds		16,833		-			16,833		16,833		-
	$	44,608	$	(2,095	)	$	42,513	$	16,833	$	25,680

The Company classifies all marketable debt and equity securities with remaining contractual maturities of greater than one year as long-term investments. As of May 31, 2012 the Company held approximately $25.6 million of investments in auction rate securities (net of $2.2 million in gross unrealized losses) with maturities ranging from 9 years to 29 years, all classified as available-for-sale. Auction rate securities are long-term variable rate bonds tied to short-term interest rates that were, until February 2008, reset through a "Dutch auction" process. As of May 31, 2012, all of the Company's auction rate securities were "AAA" rated by one or more of the major credit rating agencies.

Historically, the carrying value (par value) of the auction rate securities approximated fair market value due to the frequent resetting of variable interest rates. Beginning in February 2008, however, the auctions for auction rate securities began to fail and were largely unsuccessful. As a result, the interest rates on the investments reset to the maximum rate per the applicable investment offering statements. The types of auction rate securities generally held by the Company have historically traded at par and are callable at par at the option of the issuer.

The par (invested principal) value of the auction rate securities associated with these failed auctions will not be accessible to the Company until a successful auction occurs, a buyer is found outside of the auction process, the securities are called or the underlying securities have matured. In light of these liquidity constraints, the Company performed a valuation analysis to determine the estimated fair value of these investments. The fair value of these investments was based on a trinomial discount model. This model considers the probability of three potential occurrences for each auction event through the maturity date of the security. The three potential outcomes for each auction are (i) successful auction/early redemption, (ii) failed auction and (iii) issuer default. Inputs in determining the probabilities of the potential outcomes include, but are not limited to, the security's collateral, credit rating, insurance, issuer's financial standing, contractual restrictions on disposition and the liquidity in the market. The fair value of each security was then determined by summing the present value of the probability weighted future principal and interest payments determined by the model. The discount rate was determined using a proxy based upon the current market rates for successful auctions within the AAA rated auction rate securities market. The expected term was based on management's estimate of future liquidity. The illiquidity discount was based on the levels of federal insurance or FFELP backing for each security as well as considering similar preferred stock securities ratings and asset backed ratio requirements for each security.

As a result, as of May 31, 2012, the Company recorded an estimated cumulative unrealized loss of $2.1 million (net of tax) related to the temporary impairment of the auction rate securities, which was included in accumulated other comprehensive income within shareholders' equity. The Company deemed the loss to be temporary because the Company does not plan to sell any of the auction rate securities prior to maturity at an amount below the original purchase value and, at this time, does not deem it probable that it will receive less than 100% of the principal and accrued interest from the issuer. Further, the auction rate securities held by the Company are AAA rated, and the Company considers the credit risk to be negligible. The Company continues to liquidate investments in auction rate securities as opportunities arise. There were no liquidations of auction rate securities during  the three month period ended May 31, 2012. Subsequent to May 31, 2012, approximately $0.5 million in auction rate securities were liquidated at par.

The Company does not believe it will be necessary to access these investments to support current working capital requirements. However, the Company may be required to record additional unrealized losses in accumulated other comprehensive income or through income in future periods based on then current facts and circumstances. Specifically, if the credit rating of the security issuers deteriorates, or if active markets for such securities are not reestablished, the Company may be required to adjust the carrying value of these investments through impairment charges recorded in the consolidated statements of operations, and any such impairment adjustments may be material.

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Recent Accounting Standards

3 Months Ended

May 31, 2012

Recent Accounting Standards [Abstract]

Recent Accounting Standards

3. Recent Accounting Standards

In June 2011, the FASB issued Accounting Standards Update 2011 - 05, "Presentation of Comprehensive Income" ("ASU 2011 - 05"), which provides guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. ASU 2011 - 05 was adopted by the Company in the three months ended May 31, 2012. The adoption of ASU 2011 - 05 did not have a material effect on the consolidated financial statements.

In May 2011, the FASB issued Accounting Standards Update 2011 - 04, "Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRS" ("ASU 2011 - 04"), which provides additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. ASU 2011 - 04 was adopted by the Company in the three months ended May 31, 2012. The adoption of ASU 2011 - 04 did not have a material effect on the consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) In Thousands, unless otherwise specified	May 31, 2012	Feb. 29, 2012
Current assets:
Cash and cash equivalents	$ 161,824	$ 147,054
Accounts receivable, net	60,399	50,986
Inventories	37,623	36,622
Deferred income taxes, net	19,610	15,773
Other current assets	9,496	15,010
Total current assets	288,952	265,445
Property, plant and equipment, net	62,063	64,423
Goodwill	113,050	114,433
Intangible assets, net	27,960	30,587
Long-term investments, net	25,605	25,680
Investments in equity securities	2,042	2,042
Deferred income taxes, net	8,200	7,781
Other assets	3,590	3,595
TOTAL ASSETS	531,462	513,986
Current liabilities:
Accounts payable	21,354	18,677
Deferred income from distribution	18,659	18,449
Accrued expenses and other liabilities	79,209	61,492
Total current liabilities	119,222	98,618
Deferred income taxes	0	0
Other liabilities	20,540	21,001
Commitments and contingencies
Shareholders' equity:
Preferred stock	0	0
Common stock	2,898	2,813
Additional paid-in capital	399,833	380,501
Retained earnings	120,790	137,953
Treasury stock, at cost	(133,406)	(132,384)
Accumulated other comprehensive income	1,585	5,484
Total shareholders' equity	391,700	394,367
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY	$ 531,462	$ 513,986

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Basis of Presentation

3 Months Ended

May 31, 2012

Basis of Presentation [Abstract]

Basis of Presentation

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and related disclosures of Standard Microsystems Corporation and subsidiaries ("SMSC" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and the rules and regulations of the United States Securities and Exchange Commission ("SEC"), reflecting all adjustments (consisting only of normal, recurring adjustments) which in management's opinion are necessary to present fairly the Company's financial position as of May 31, 2012, results of operations and comprehensive income for the three-month periods ended May 31, 2012 and 2011 and cash flows for the three-month periods ended May 31, 2012 and 2011 (collectively, including accompanying notes and disclosures, the "Interim Financial Statements"). The February 29, 2012 balance sheet information has been derived from audited financial statements, but does not include all information or disclosures required by U.S. GAAP.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of sales and revenues and expenses during the reporting period. Actual results may differ from those estimates, and such differences may be material to the Company's financial statements.

These Interim Financial Statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended February 29, 2012 included in the Company's Annual Report on Form 10-K, as filed on April 23, 2012 with the SEC (the "Fiscal 2012 Form 10-K").

Results of operations for interim periods are not necessarily indicative of results to be expected for the full fiscal year or any future periods.

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Commitments and Contingencies

3 Months Ended

May 31, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

17. Commitments and Contingencies

Contingent Consideration - BridgeCo Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price of the BridgeCo acquisition on May 19, 2011 at the estimated fair value of $8.8 million. The contingent consideration arrangement provides for potential earnout payments of up to $5.0 million in 2012 and up to $22.5 million in 2013 to the former BridgeCo shareholders, depending on BridgeCo's achievement of certain revenue goals in calendar years 2011 and 2012. The earnout payment for calendar year 2011 was achieved at 100% and paid in the fourth quarter of fiscal 2012. The calendar year 2012 liability has been revalued to $2.0 million as of May 31, 2012 based on the likelihood of achieving the performance goals.

Contingent Consideration - K2L Acquisition

The Company recorded a liability for contingent consideration as part of the purchase price for the acquisition of K2L. The maximum amount of contingent consideration that can be earned by the sellers is 2.1 million Euros. Fifty percent of the contingent consideration was earned in calendar year 2010 and fifty percent was earned in 2011 based on the level of achievement of revenue as set forth in the purchase agreement. On March 31, 2011, 1.05 million Euros in stock and cash was paid to the former owners of K2L for calendar year 2010 performance targets. On March 31, 2012, 1.05 million Euros in cash and stock was paid to the former owners of K2L for calendar year 2011 performance targets. There are no further contingent consideration amounts due with respect to K2L.

Litigation

From time to time as a normal incidence of doing business, various claims and litigation have been asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages and/or invalidate its proprietary rights. Any lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management's time and attention, and an adverse outcome of any significant matter could have a material adverse effect on the Company's consolidated results of operations or cash flows in the quarter or annual period in which one or more of these matters are resolved.

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Acquisition by Microchip

3 Months Ended

May 31, 2012

Acquisition by Microchip [Abstract]

Acquisition by Microchip

2. Acquisition by Microchip

On May 1, 2012, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Microchip Technology Incorporated ("Parent") and Microchip Technology Management Co. a wholly owned subsidiary of Parent ("Merger Sub") for $37.00 in cash for each share of common stock outstanding. The Merger Agreement provides for the acquisition of the Company by Parent by means of a merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

The closing of the Merger is subject to customary closing conditions, including: (1) adoption of the Merger Agreement by the Company's stockholders; (2) absence of any law or order prohibiting the consummation of the Merger; and (3) expiration or termination of the applicable Hart-Scott-Rodino waiting period and receipt of certain other regulatory approvals.

Refer to the Form 8-K filed by the Company with the Securities and Exchange Commission on May 1, 2012 for additional information.

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	May 31, 2012	May 31, 2011
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract]
Sales and revenues	$ 103,078	$ 103,495
Costs of goods sold	46,902	47,710
Gross profit on sales and revenues	56,176	55,785
Operating expenses:
Research and development	31,956	24,527
Selling, general and administrative	44,202	23,229
Restructuring charges	7	343
Revaluation of contingent consideration	(801)	17
(Loss) income from operations	(19,188)	7,669
Interest income	40	118
Interest expense	(28)	(38)
Other (expense) income, net	(70)	142
(Loss) income before income taxes	(19,246)	7,891
(Benefit from) provision for income taxes	(2,083)	1,714
Net (loss) income	$ (17,163)	$ 6,177
Net (loss) income per share:
Basic (in dollars per share)	$ (0.76)	$ 0.27
Diluted (in dollars per share)	$ (0.76)	$ 0.26
Weighted average common shares outstanding:
Basic (in shares)	22,522	23,059
Diluted (in shares)	22,522	23,557

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Deferred Income from Distribution

3 Months Ended

May 31, 2012

Deferred Income from Distribution [Abstract]

Deferred Income from Distribution

12. Deferred Income from Distribution

Certain of the Company's products are sold to electronic component distributors under agreements providing for price protection and rights to return unsold merchandise. Accordingly, recognition of revenue and associated gross profit on shipments to a majority of the Company's distributors is deferred until the distributors resell the products. At the time of shipment to distributors, the Company records a trade receivable for the selling price, relieves inventory for the carrying value of goods shipped, and records the gross margin as deferred income from distribution on the consolidated balance sheets. This deferred income represents the gross margin on the initial sale to the distributor; however, the amount of gross margin recognized in future consolidated statements of operations will typically be less than the originally recorded deferred income as a result of price allowances. Price allowances offered to distributors are recognized as reductions in product sales when incurred, which is generally at the time the distributor resells the product. Shipments made by the Company's Japanese subsidiary to distributors in Japan are made under agreements that permit limited stock return and no price protection privileges. Revenue for shipments to distributors in Japan is recognized as title passes to such distributors upon delivery.

Deferred income on shipments to distributors consists of the following (in thousands):

	May 31, 2012			February 29, 2012
Deferred revenue	$	27,367		$	26,488
Deferred cost of goods sold		(5,234	)		(4,759	)
Provisions for sales returns		749			589
Advances to distributors for price allowances		(4,223	)		(3,869	)
	$	18,659		$	18,449

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Document and Entity Information	3 Months Ended
	May 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	STANDARD MICROSYSTEMS CORP
Entity Central Index Key	0000093384
Current Fiscal Year End Date	--02-29
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding	23,150,580
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	May 31, 2012

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Other (Expense) Income, Net

3 Months Ended

May 31, 2012

Other (Expense) Income, Net [Abstract]

Other (Expense) Income, Net

13. Other (Expense) Income, Net

The components of the Company's other expense, net consisted of the following (in thousands):

	Three Months Ended May 31,
	2012			2011
Unrealized and realized foreign currency (losses) income	$	(33	)	$	140
Loss on disposal of property, plant and equipment		-			(10	)
Other miscellaneous (expense) income, net		(37	)		12
	$	(70	)	$	142

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 31, 2012	May 31, 2011
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) [Abstract]
Net (loss) income	$ (17,163)	$ 6,177
Other comprehensive (loss) income:
Change in foreign currency translation adjustments	(3,824)	2,534
Unrealized (loss) on investments	(75)	(13)
Total comprehensive (loss) income	$ (21,062)	$ 8,698

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Business Combinations

3 Months Ended

May 31, 2012

Business Combinations [Abstract]

Business Combinations

7. Business Combinations

BridgeCo

On May 19, 2011 SMSC completed the acquisition of BridgeCo, Inc. ("BridgeCo"), a leader in wireless networked audio technologies for $41.0 million in cash (net of cash acquired). BridgeCo's JukeBlox(TM) technology connects tablets, smartphones, PCs, Macs and other consumer electronics products by enabling consumers to access their local or cloud-based music library from any device and from any room in the home. Its JukeBlox software platform, with integrated WiFi® support, enables music streaming to virtually all home audio equipment including home theater systems, A/V receivers, radios, wireless speakers and portable music player docking stations. BridgeCo's technology has been adopted by some of the largest consumer electronics brands in the world including Pioneer, Philips, Denon, Marantz, JBL, B&W and Harmon/Kardon. The operations of BridgeCo have been included in the Company's consolidated results of operations as of the acquisition date. Refer to the Fiscal 2012 Form 10-K for additional information related to this acquisition.

The following unaudited pro forma financial information presents the combined operating results of SMSC and BridgeCo as if the acquisition had occurred as of the beginning of the comparative prior annual reporting period only. The unaudited pro forma financial information for the three month period ended May 31, 2012 is not necessary as the BridgeCo results were included in the SMSC results for the entire period. Pro forma data is subject to various assumptions and estimates, and is presented for informational purposes only.  The unaudited pro forma financial information is not intended to present or be indicative of the Company's consolidated financial results that would have been reported had the business combination been completed as of the beginning of the period presented and should not be taken as indicative of the Company's future consolidated results of operations.

Pro forma financial information is presented in the following table (in thousands):

	Three Months Ended May 31, 2011
	(Unaudited)
Sales and revenues	$	106,492
Net income	$	3,899

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Net Income Per Share

3 Months Ended

May 31, 2012

Net Income per share [Abstract]

Net Income Per Share

6. Net Income Per Share

Basic net income per share is calculated using the weighted-average number of common shares outstanding during the period. Diluted net income per share is calculated using the sum of weighted-average number of common shares outstanding during the period, plus the dilutive effect of shares issuable through stock options.

The shares used in calculating basic and diluted net income per share for the condensed consolidated statements of operations included within this report are reconciled as follows (in thousands):

	Three Months Ended May 31,
	2012		2011
Weighted average shares outstanding for basic net income per share		22,522		23,059
Dilutive effect of stock options and restricted stock units		-		498
Weighted average shares outstanding for diluted net income per share		22,522		23,557

The dilutive net income per common share excludes certain awards since the effect of including these awards would have been anti-dilutive as follows (in thousands):

	Three Months Ended May 31,
	2012		2011
Anti-dilutive awards		3,393		1,500

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Supplemental Cash Flow Disclosures

3 Months Ended

May 31, 2012

Supplemental Cash Flow Disclosures [Abstract]

Supplemental Cash Flow Disclosures

18. Supplemental Cash Flow Disclosures

The information below summarizes the Company's supplemental cash flow disclosures (in thousands):

	Three months ended May 31,
	2012		2011
Design tools acquired under supplier financing	$	2,383	$	664
Cash payments made - federal, state, and foreign income taxes	$	253	$	115

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Income Taxes

3 Months Ended

May 31, 2012

Income Taxes [Abstract]

Income Taxes

14. Income Taxes

The interim provision for income taxes is measured using an estimated annual effective tax rate, adjusted for discrete items that occur within the periods presented.  The comparison of our effective tax rate between periods is significantly impacted by the level and mix of earnings and losses by tax jurisdiction, foreign income tax rate differentials, amount of permanent book to tax differences, and the effects of valuation allowances on certain loss jurisdictions.

The provision for income taxes for the three months ended May 31, 2012 was a benefit of $2.1 million on pre-tax loss of $19.2 million, which represents an effective tax rate of 10.8%.  The effective tax rate is lower than the U.S. federal statutory rate of 35%, primarily due to the level and mix of income and losses by jurisdiction.  The Company recorded an income tax benefit on losses from domestic operations, which was partially offset by a tax provision on income from certain foreign operations taxed at rates lower than the U.S. federal statutory tax rate.

The provision for income taxes for the three-month period ended May 31, 2011 was a provision of $1.7 million on pretax income of $7.9 million, which represents an effective income tax rate of 21.7%. The effective tax rate is lower than the U.S. federal statutory rate of 35%, primarily due to the level and mix of income and losses by jurisdiction. The Company recorded an income tax provision on income from domestic operations, and on income from certain foreign operations taxed at rates lower than the U.S. federal statutory tax rate; however no income tax benefit was recognized on losses incurred by certain foreign operations due to valuation allowances.  The Company recorded tax benefit related to a change in the effective rate for state deferred tax assets and liabilities and   tax benefits arising from qualified research and experimentation activities.

As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date.  Accounting for income taxes requires that a valuation allowance be established when it is more-likely-than-not that all or a portion of the deferred tax assets will not be realized.  In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more-likely-than-not realizable, a valuation allowance is established.  The Company determined that there is sufficient negative evidence to maintain the valuation allowances against our federal and certain state and foreign deferred tax assets as a result of historical losses in the most recent three-year period in the U.S. and certain foreign jurisdictions.  The Company intends to maintain valuation allowances until sufficient positive evidence exists to support a reversal.

The Company has unrecognized tax benefits of $7.6 million and $7.8 million (excluding interest and penalties) as of May 31, 2012 and February 29, 2012, respectively.  The accrued liabilities for interest and penalties were $0.9 million and $1.0 million at May 31, 2012 and February 29, 2012, respectively.  Interest and penalties are recorded as a component of the provision for income taxes in our condensed consolidated statements of operations.  As of May 31, 2012 and February 29, 2012, the total amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate were approximately $8.5 million and $8.7 million, respectively.  The Company regularly assesses the adequacy of the provisions for income tax contingencies in accordance with the applicable authoritative guidance on accounting for income taxes.  As a result, the Company may adjust the reserves for unrecognized tax benefits for the impact of new facts and developments, such as changes to interpretations of relevant tax law, assessments from taxing authorities, settlements with taxing authorities, and lapses of statutes of limitation.  Further, the Company believes that it is reasonably possible that the total amount of unrecognized tax benefits at May 31, 2012 could decrease by approximately $0.6 million in the next twelve months as a result of settlement of certain tax audits or lapses of statutes of limitation.  Such decreases may involve the payment of additional taxes, the adjustment of deferred taxes including the need for additional valuation allowances, and the recognition of tax benefits.  The Company's income tax returns are subject to ongoing tax examinations in several jurisdictions in which the Company operates.  The Company also believes that it is reasonably possible that new issues may be raised by tax authorities or developments in tax audits may occur which would require increases or decreases to the balance of reserves for unrecognized tax benefits; however, an estimate of such changes cannot reasonably be made.

The Company files U.S. federal, U.S. state, and foreign tax returns, and is generally no longer subject to tax examinations for fiscal years prior to 2009 (in the case of certain foreign tax returns, calendar year 2007).

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Goodwill and Intangible Assets

3 Months Ended

May 31, 2012

Goodwill and Intangible Assets [Abstract]

Goodwill and Intangible Assets

10. Goodwill and Intangible Assets

Changes in the carrying amount of goodwill by reporting unit consists of the following (in thousands):

	Analog/Mixed Signal			Wireless			AIS			Total
Gross balance, February 29, 2012	$	33,453		$	61,739		$	71,541		$	166,733
Accumulated impairment losses		-			-			(52,300	)		(52,300	)
Balance, beginning of period		33,453			61,739			19,241			114,433
Adjustments		-			-			-			-
Goodwill acquired		-			-			-			-
Foreign exchange rate impact		(158	)		(932	)		(293	)		(1,383	)
Gross balance, end of period		33,295			60,807			71,248			165,350
Accumulated impairment losses		-			-			(52,300	)		(52,300	)
Balance, May 31, 2012	$	33,295		$	60,807		$	18,948		$	113,050

The Company's intangible assets consisted of the following (in thousands):

	As of May 31, 2012				As of February 29, 2012
	Cost		Accumulated Amortization		Cost		Accumulated Amortization
Purchased technologies	$	53,674	$	39,702	$	55,219	$	39,138
Customer relationships and contracts		19,085		12,827		19,951		12,908
Other		2,776		1,035		2,118		997
Total - finite-lived intangible assets		75,535		53,564		77,288		53,043
Trademarks and trade names		5,989		-		6,342		-
	$	81,524	$	53,564	$	83,630	$	53,043

Purchased technologies have been assigned estimated useful lives of between one and nine years, with a weighted-average useful life of approximately seven years. Customer relationships and contracts have been assigned useful lives of between one and fifteen years, with a weighted-average useful life of approximately eight years. Certain trade names related to the acquired businesses are amortized over a period of one year and included as other in the table above.

Total amortization expense recorded for finite-lived intangible assets using straight-line amortization was as follows (in thousands):

	Three Months Ended May 31,
	2012		2011
Amortization expense	$	2,468	$	2,391

Estimated future finite-lived intangible asset amortization expense is as follows (in thousands):

Period	Amount
Remainder of Fiscal 2013	$	6,847
Fiscal 2014		4,313
Fiscal 2015		3,823
Fiscal 2016		3,148
Fiscal 2017		1,541
Fiscal 2018 and thereafter		2,299
	$	21,971

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Building Sale

3 Months Ended

May 31, 2012

Building Sale [Abstract]

Building Sale

8. Building Sale

On August 16, 2011, the Company entered into an Assignment and Assumption of Lease Agreement (the "Agreement") with Rep 80 Arkay Drive, LLC ("Rep 80"), to assign its interest in its corporate headquarters at 80 Arkay Drive, Hauppauge New York 11788 ("the Premises") to Rep 80 pursuant to a sale/leaseback transaction (the "Transaction").  The Transaction closed on March 14, 2012.

At the closing of the Transaction, the Company assigned its interest in the Premises to Rep 80 for $18,000,000.  In connection with the Transaction, the Company provided purchase money financing to Rep 80 (the "Loan").  The Loan is evidenced by a note from Rep 80 for the benefit of the Company in the principal amount of $16,200,000 payable in five years at 5% interest on a monthly basis.  As security for the note, Rep 80 delivered to the Company a mortgage in the principal amount of $16,200,000 encumbering the Premises.  Rep 80 also delivered an assignment of leases and rents with respect to all leases and rents at the Premises. As further security for the note, three principals of Rep 80 each executed a limited guaranty in favor of the Company.

At the closing, the Company entered into three leases with Rep 80:

· A six month triple net lease for approximately 78,000 square feet of the Premises,

· A fifteen year triple net lease for approximately 112,000 square feet of the Premises, and

· A fifteen year gross lease for approximately 10,000 square feet of the Premises.

The Agreement and Leases contains customary representations, warranties and covenants of Rep 80 and SMSC.

As of May 31, 2012, the future minimum lease payments under the above mentioned leases are as follows (in thousands):

	Total		Within 1 Year		Between 1 and 3 Years		Between 3 and 5 Years		Therafter
Minimum Lease Payments	$	24,062	$	1,540	$	2,735	$	2,902	$	16,885

The Transaction does not qualify for sale treatment and will be accounted for utilizing the deposit method of accounting. Under the deposit method, the Company does not initially record a profit or loss on the sale or a note receivable. The Company continues to carry the property as an asset on its financial statements and will recognize lease payments (as mentioned above) and interest payments received by Rep 80 as a deposit liability. Additionally, the interest payments received by Rep 80 will first be recorded as an offset to property tax charges with the excess recorded through the deposit liability.

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Investments

3 Months Ended

May 31, 2012

Investments [Abstract]

Investments

9. Investments

Long-term investments consist of AAA rated auction rate securities (most of which are backed by the U.S. Federal or state and municipal government guarantees) held as available-for-sale investments. As of November 30, 2007 and prior period-end dates, investments in auction rate securities were classified as short-term in nature. In the fourth quarter of fiscal 2008, such investments became subject to adverse market conditions, and the liquidity typically associated with the financial markets for such instruments became restricted as auctions began to fail. Given the circumstances, these securities were subsequently classified as long-term (or short-term if stated maturity dates were within one year of the reported balance sheet date), reflecting the restrictions on liquidity and the Company's intent to hold until maturity (or until such time as the principal investment could be recovered through other means, such as issuer calls and redemptions). See Note 4 - Fair Value for further discussion on related issues and matters, including fair valuation.

On November 23, 2010, the Company invested $2.0 million in EqcoLogic, N.V. ("EqcoLogic"), a privately held Belgian corporation based in Brussels, Belgium. SMSC holds approximately 18.0% of the total outstanding equity of EqcoLogic on a fully diluted basis. The purchase of the equity shares has been accounted for as a cost-basis investment and is included in the investments in equity securities caption on the Company's condensed consolidated balance sheet.

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Other Balance Sheet Data

3 Months Ended

May 31, 2012

Other Balance Sheet Data [Abstract]

Other Balance Sheet Data

11. Other Balance Sheet Data

Other balance sheet data is as follows (in thousands):

	May 31,			Febuary 29,
	2012			2012
Inventories:
Raw materials	$	1,919		$	2,346
Work-in-process		11,970			9,969
Finished goods		23,734			24,307
	$	37,623		$	36,622
Property, plant and equipment:
Land	$	578		$	578
Buildings and improvements		36,915			37,145
Machinery and equipment		147,012			144,416
		184,505			182,139
Less: Accumulated depreciation and amortization		(122,442	)		(117,716	)
	$	62,063		$	64,423
Accrued expenses, income taxes and other liabilities:
Employee compensation, incentives and benefits	$	15,493		$	14,544
Stock appreciation rights		40,482			23,300
Supplier financing - current		5,314			6,113
Restructuring charges (see Note 15)		483			728
Accrued rent obligations		2,574			2,643
Income taxes payable		1,709			1,297
Accrued contingent consideration		2,040			4,251
Other		11,114			8,616
	$	79,209		$	61,492
Other liabilities:
Retirement benefits	$	8,057		$	8,110
Income taxes		8,666			8,778
Supplier financing - non-current		2,297			3,381
Other		1,520			732
	$	20,540		$	21,001

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Benefit and Incentive Plans

3 Months Ended

May 31, 2012

Benefit and Incentive Plans [Abstract]

Benefit and Incentive Plans

16. Benefit and Incentive Plans

Retirement Plans

The Company maintains an unfunded Supplemental Executive Retirement Plan to provide certain members of senior management with retirement, disability and death benefits. The Company's subsidiary, SMSC Japan, also maintains an unfunded retirement plan, which provides its employees and directors with separation benefits, consistent with customary practices in Japan. Benefits under these defined benefit plans are based upon various service and compensation factors.

The following table sets forth the components of the consolidated net periodic pension expense (in thousands):

	Three Months Ended May 31,
	2012		2011
Service cost - benefits earned during the period	$	20	$	79
Interest cost on projected benefit obligations		86		91
Net periodic pension expense	$	106	$	170

The following table sets forth the amounts (gross, before tax) recognized in accumulated other comprehensive income (in thousands):

	As of May 31, 2012		As of February 29, 2012
Transition obligation	$	-	$	-
Net actuarial income		1,327		1,327
Total amount recognized in accumulated other comprehensive income	$	1,327	$	1,327

Annual benefit payments under these plans are expected to be approximately $0.7 million in fiscal 2013, to be funded as general corporate obligations with available cash and cash equivalents.

Employee Stock Purchase Plan

Effective November 1, 2010, the Company's shareholders approved the 2010 Employee Stock Purchase Plan (the "Purchase Plan"), which provides for the issuance of up to 1,100,000 shares of common stock to eligible employees. The Purchase Plan provides for eligible employees to purchase whole shares of common stock at a price of 85% of the lesser of: (a) the fair market value of a share of common stock on the first date of the purchase period or (b) the fair market value of a share of common stock on the last date of the purchase period. During the three months ended May 31, 2012, the Company issued 56,174 shares under the Purchase Plan. The Purchase Plan was terminated effective May 21, 2012.

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CONSOLIDATED CASH FLOW STATEMENTS (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	May 31, 2012	May 31, 2011
Cash flows provided by operating activities:
Net (loss) income	$ (17,163)	$ 6,177
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	7,806	7,095
Foreign exchange loss (gain)	267	(115)
Excess tax benefits from stock-based compensation	(908)	(85)
Stock-based compensation	20,993	3,113
Deferred income taxes	(4,063)	12,842
Losses on sales of property, plant and equipment	87	0
Non-cash restructuring charges	0	73
Recoveries of sales returns and allowances	(47)	(92)
Changes in operating assets and liabilities, net of effects of business acquisitions:
Accounts receivable	(9,814)	(10,960)
Inventories	(1,074)	(5,586)
Accounts payable, accrued expenses and other liabilities	5,351	(6,008)
Deferred income from distribution	210	5,500
Accrued restructuring charges	(245)	(1,783)
Income taxes receivable and payable	6,336	(12,841)
Other changes, net	(2,239)	972
Net cash provided by operating activities	5,497	(1,698)
Cash flows from investing activities:
Capital expenditures	(2,560)	(3,030)
Acquisition of business, net of cash acquired (BridgeCo)	0	(40,968)
Sales and maturities of short-term and long-term investments	0	175
Net cash (used in) provided by investing activities	(2,560)	(43,823)
Cash flows from financing activities:
Excess tax benefits from stock-based compensation	908	85
Proceeds from issuance of common stock	15,770	2,064
Net proceeds from building sale (Note 8)	729	0
Purchases of treasury stock	(1,023)	(426)
Payments of contingent consideration	(771)	0
Repayments of obligations under supplier financing arrangements	(2,383)	(1,414)
Net cash (used in) provided by financing activities	13,230	309
Effect of foreign exchange rate changes on cash and cash equivalents	(1,397)	754
Net (decrease) increase in cash and cash equivalents	14,770	(44,458)
Cash and cash equivalents at beginning of period	147,054	170,387
Cash and cash equivalents at end of period	$ 161,824	$ 125,929

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

May 31, 2012

Accumulated Other Comprehensive Income (Loss) [Abstract]

Accumulated Other Comprehensive Income (Loss)

5. Accumulated Other Comprehensive Income (Loss)

The components of the Company's accumulated other comprehensive income were as follows (in thousands):

	May 31, 2012			February 29, 2012
Unrealized losses on investments, net of tax	$	(2,121	)	$	(2,046	)
Foreign currency translation		4,516			8,340
Minimum pension liability adjustment, net of tax		(810	)		(810	)
Accumulated other comprehensive income	$	1,585		$	5,484

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Restructuring

3 Months Ended

May 31, 2012

Restructuring [Abstract]

Restructuring

15. Restructuring

During the fourth quarter of fiscal 2012 the Company initiated a plan to reduce certain operating expenses. As a result approximately 60 positions worldwide were eliminated as part of the plan to reduce operating expenses by approximately $6 to $7 million on an annual basis. These actions resulted in a severance charge of $1.5 million in fiscal year 2012. The Company expects these cost reduction activities and cash payments to be completed during fiscal 2013.

During the second quarter of fiscal 2012 the Company reorganized certain engineering groups resulting in severance charges of $0.4 million. The Company expects the remaining cash payments on these obligations to be completed during fiscal 2013.

During the fourth quarter of fiscal 2011 the Company initiated a plan to reduce costs and investments in certain businesses.  As a result, approximately 80 positions worldwide, including approximately 50 positions at its subsidiary in Shenzhen China, were eliminated as part of the plan to substantially reduce investment in storage solutions acquired as part of the Symwave acquisition. The remaining positions eliminated consist of certain administrative positions, certain positions in its subsidiary in Canada as part of its plan to converge the wireless audio products roadmap from the Kleer and STS acquisitions and to rationalize worldwide resources working on wireless audio products, and certain engineering positions. These actions resulted in a severance charge of $3.5 million in fiscal year 2011. The Company expects these cost reduction activities and cash payments to be completed during fiscal 2013.

In the second quarter of fiscal 2011, the Company initiated a restructuring plan for severance and termination benefits for 9 employees. These actions resulted in a severance charge of $0.3 million in fiscal year 2011. The Company expects these cost reduction activities and cash payments to be completed during fiscal 2013.

The following tables summarize the activity related to the accrual for restructuring charges (in thousands):

	Balance as of March 1, 2012		Severance & Benefits Charges			Assets Impairment		Payments			Balance as of May 31, 2012
Q2 Fiscal 2011 Restructuring Plan		37		-			-		-			37
Q4 Fiscal 2011 Restructuring Plan		71		(4	)		-		(41	)		26
Q2 Fiscal 2012 Restructuring Plan		50		-			-		-			50
Q4 Fiscal 2012 Restructuring Plan		571		11			-		(212	)		370
	$	729	$	7		$	-	$	(253	)	$	483

	Balance as of March 1, 2011		Severance & Benefits Charges			Assets Impairment		Payments			Balance as of February 29, 2012
Q4 Fiscal 2009 Restructuring Plan	$	2	$	-		$	-	$	(2	)	$	-
Q2 Fiscal 2010 Restructuring Plan		15		(15	)		-		-			-
Q4 Fiscal 2010 Restructuring Plan		27		-			-		(27	)		-
Q2 Fiscal 2011 Restructuring Plan		348		(83	)		-		(228	)		37
Q4 Fiscal 2011 Restructuring Plan		2,429		82			73		(2,513	)		71
Q2 Fiscal 2012 Restructuring Plan		-		418			-		(368	)		50
Q4 Fiscal 2012 Restructuring Plan		-		1,498			-		(927	)		571
	$	2,821	$	1,900		$	73	$	(4,065	)	$	729