		Page
1.	DESCRIPTION:	5
2.	TERM:	5
3.	FIXED BASIC RENT:	5
4.	USE AND OCCUPANCY:	5
5.	CARE AND REPAIR OF PREMISES/ENVIRONMENTAL COMPLIANCE:	6
6.	ALTERATIONS, ADDITIONS OR IMPROVEMENTS:	10
7.	ACTIVITIES INCREASING FIRE INSURANCE RATES:	11
8.	ASSIGNMENT AND SUBLEASE:	11
9.	COMPLIANCE WITH RULES AND REGULATIONS:	16
10.	DAMAGES TO BUILDING:	16
11.	EMINENT DOMAIN:	19
12.	INSOLVENCY OF LESSEE:	20
13.	LESSOR’S REMEDIES ON DEFAULT:	20
15.	SUBORDINATION OF LEASE:	25
16.	SECURITY DEPOSIT:	25
17.	RIGHT TO CURE LESSEE’S/LESSOR’S BREACH:	26
18.	MECHANIC’S LIENS:	28
19.	RIGHT TO INSPECT AND REPAIR:	28
20.	SERVICES TO BE PROVIDED BY LESSOR/LESSOR’S EXCULPATION:	28
21.	INTERRUPTION Of SERVICES OR USE:	31
22.	ELECTRICITY/GAS:	31
23.	ADDITIONAL RENT:	32
24.	ESTOPPEL:	41
25.	HOLDOVER TENANCY:	41
26.	RIGHT TO SHOW PREMISES:	41
27.	LESSOR’S WORK - LESSEE’S DRAWINGS:	42
28.	WAIVER OF TRIAL BY JURY:	42
29.	LATE CHARGE:	42
30.	LESSEE’S INSURANCE:	42
31.	NO OTHER REPRESENTATIONS:	45

32.	QUIET ENJOYMENT:	45
33.	INDEMNITY:	45
34.	ARTICLE HEADINGS:	45
35.	APPLICABILITY TO HEIRS AND ASSIGNS:	46
36.	PARKING:	46
37.	LESSOR’S LIABILITY FOR LOSS OF PROPERTY:	46
38.	PARTIAL INVALIDITY:	46
39.	LESSEE’S BROKER:	46
40.	PERSONAL LIABILITY:	47
41.	NO OPTION:	47
42.	DEFINITIONS:	47
43.	LEASE COMMENCEMENT:	48
44.	NOTICES:	48
45.	ACCORD AND SATISFACTION:	49
46.	EFFECT OF WAIVERS:	49
47.	LEASE CONDITION:	49
48.	MORTGAGEE’S NOTICE AND OPPORTUNITY TO CURE:	49
49.	LESSOR’S RESERVED RIGHT: [INTENTIONALLY OMITTED]	50
50.	CORPORATE AUTHORITY:	50
51.	LESSEE’S EXPANSION/RELOCATION:	50
52.	MISCELLANEOUS:	50
53.	PURCHASE CONTINGENCY:	52
54.	RENEWAL OPTION:	52
55.	SIGNAGE:	55
56.	GENERATOR:	55

LEASE, is made the 24^th day of March, 2005 between 23 MAIN STREET HOLMDEL ASSOCIATES LLC (“Lessor”) whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and VONAGE USA INC. whose address is 2147 Route 27, Edison, New Jersey 08817.

PREAMBLE

BASIC LEASE PROVISIONS AND DEFINITIONS

In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease shall have only the meanings set forth in this section, unless such meanings are expressly modified, limited or expanded elsewhere herein.

1. ADDITIONAL RENT shall mean all sums payable by Lessee hereunder in addition to Fixed Basic Rent payable by Lessee to Lessor pursuant to the provisions of the Lease.

2. BUILDING shall mean 23 Main Street, Holmdel, New Jersey.

3. COMMENCEMENT DATE is the day after the day that Lessor shall close on the purchase of the Premises. The ADDITIONAL PREMISES COMMENCEMENT DATE shall be the later of (i) the date Lessor makes the Additional Premises available to Lessee and (ii) one (1) year anniversary of the Commencement Date.

4. DEMISED PREMISES OR PREMISES shall be deemed to be 350,000 gross rentable square feet constituting the entire Building, and deemed to be consisting of 262,500 gross rentable square feet of the Building (“Initial Premises”) and 87,500 gross rentable square feet of the Building (“Additional Premises”) shown on Exhibit A attached hereto and made a party hereof, together with the Property (as defined herein). The Demised Premises shall not be deemed to include the Additional Premises until the Additional Premises Commencement Date. Prior to the Additional Premises Commencement Date, Lessee shall permit the occupants of the Additional Premises to utilize four (4) parking spaces for each 1,000 gross rentable square foot of the Additional Premises in the Building without charge. Thereafter, the Demised Premises shall include all parking areas and spaces at the Property.

5. EXHIBITS shall be the following, attached to this Lease and incorporated herein and made a part hereof.

	Rent Rider
	Exhibit A		Location of Premises
	Exhibit A-1		Property
	Exhibit B		Rules and Regulations
	Exhibit C		Lessee’s Work
	Exhibit D		Permitted Encumbrances
	Exhibit E		Commencement Date Agreement
	Exhibit F		Letter of Credit Form

6. EXPIRATION DATE shall be midnight on the day before the twelfth (12^th) anniversary of the Rent Commencement Date plus the number of days, if any, to have the lease expire on the end of a calendar month, unless extended or modified pursuant to any option contained herein.

7. FIXED BASIC RENT shall be calculated in accordance with the Rent Rider attached hereto and made a part hereof and shall include Lessor’s good faith estimated budget of anticipated hard and soft costs associated with the purchase and lease of the Building and Property. Notwithstanding the estimated budget set forth on the Rent Rider, the Fixed Basic Rent will be calculated using Lessor’s actual costs for the categories set forth on the budget. Lessee shall have no obligation to pay Fixed Basic Rent and Additional Rent pursuant to Article 23 hereof applicable to the Initial Premises until the fifth (5^th) month anniversary of the Commencement Date (the “Rent Commencement Date”) as more fully set forth on the Rent Rider. Lessee shall have no obligation to pay Fixed Basic Rent and Additional Rent pursuant to Article 23 hereof applicable to the Additional Premises until the fifth (5^th) month anniversary of the Additional Premises Commencement Date (the “Additional Premises Rent Commencement Date”) as more fully set forth on the Rent Rider. Upon final determination of the Fixed Basic Rent, Lessor shall deliver to Lessee a statement of Lessor’s calculation of the Fixed Basic Rent certified by Lessor as true and correct. Lessee shall be responsible for the payment of all utilities applicable to the Premises on the Commencement Date with respect to both the Initial Premises and Additional Premises.

8. LESSEE’S BROKER shall mean Grubb & Ellis Company.

9. LESSEE’S PERCENTAGE shall be 75% for the period commencing on the Commencement Date through and including the day prior to the Additional Premises Commencement Date and 100% for the period commencing on the Additional Premises Commencement Date through and including the Expiration Date.

10. PARKING SPACES shall mean a total of four (4) unassigned spaces for each 1,000 gross rentable square feet of the Premises.

11. PERMITTED USE shall be general office use and such ancillary uses as are incidental thereto, including, but not limited to, data center, cafeteria, child day care, fitness center, product assembly and packaging (“Permitted Uses”) and such other uses consented to by Lessor (which consent Lessor shall not unreasonably withhold, condition or delay) and as may be permitted by applicable zoning laws, rules, regulations and ordinances. Subject to the Permitted Uses, Lessor shall be permitted to restrict Lessee from using the Premises for uses other than the Permitted Uses, if, in Lessor’s reasonable judgment, such uses would impair (i) the value of the Premises, (ii) the physical integrity of the Building or (iii) the reputation of the Building, Lessor or any affiliate of Lessor.

12. PROPERTY shall be as shown on Exhibit A-1.

13. SECURITY DEPOSIT shall be SEVEN MILLION AND 00/100 DOLLARS ($7,000,000.00).

Lessee shall deliver to Lessor an irrevocable negotiable letter of credit issued by and drawn upon such commercial bank selected by Lessee and acceptable to Lessor (at its sole discretion) (JP Morgan Chase Bank shall be deemed acceptable to Lessor) and in form and content acceptable to Lessor (also at its sole discretion) (the form attached hereto as Exhibit F shall be deemed acceptable to Lessor) for the account of Lessor, in the sum of SEVEN MILLION AND 00/100 DOLLARS ($7,000,000.00). Said letter of credit shall be for a term of not less than one (1) year and shall be automatically renewed by the bank (without notice from Lessor) (i.e. an “evergreen” letter of credit), until Lessor shall be required to return the security to Lessee pursuant to the terms of this Lease but in no event earlier than thirty (30) days after the Expiration Date, and any renewed letter of credit shall be delivered to Lessor no later than thirty (30) days prior to the expiration of the letter of credit then held by Lessor. If any portion of the security deposit shall be utilized by Lessor in the manner permitted by this Lease, Lessee shall, within ten (10) business days after written request by Lessor, replenish the security account by depositing with Lessor, in cash or by letter of credit, an amount equal to that utilized by Lessor. Failure of Lessee to comply with the provisions of this Article in all material respects shall constitute a material breach of this Lease and Lessor shall be entitled to present the letter of credit then held by it for payment (without notice to Lessee). If the cash security is converted into a letter of credit, the provisions with respect to letters of credit shall apply (with the necessary changes in points of detail) to such letter of credit deposit. In the event of a bank failure or insolvency affecting the letter of credit, Lessee shall replace same within twenty (20) days after being requested in writing to do so by Lessor.

Provided that this Lease is in full force and effect, Lessee has complied with each of its obligations under this Lease in all material respects and Lessee has not been in default under this Lease beyond applicable notice and cure periods at any time during the immediately preceding twelve (12) month period, then commencing on the fifth (5^th) year anniversary of the Rent Commencement Date and on each annual anniversary of the Rent Commencement Date thereafter (each such date being a “Reduction Date”), the security deposit shall be reduced by ONE MILLION AND 00/100 DOLLARS ($1,000,000.00).

Provided that (i) this Lease is in full force and effect, (ii) Lessee has complied with each of its obligations under this Lease in all material respects, (iii) Lessee has a net worth of at least FIVE HUNDRED MILLION AND 00/100 DOLLARS ($500,000,000.00) and (iv) a credit rating of at least BBB with a positive outlook (or an equivalent shadow rating), then Lessor shall return the entire Security Deposit required hereunder promptly after the written request of Lessee and no Security Deposit shall be required under this Lease.

Any monetary default by Lessee under this Lease beyond applicable notice and grace periods shall be deemed a failure by Lessee to comply with its obligations under this Lease in a material respect.

14. TENANT’S North American Industry Classification (“NAICS”) Number is _____.

15. TERM shall mean the period commencing on the Commencement Date and ending on the Expiration Date, unless extended pursuant to any option contained herein.

— END OP PREAMBLE —

W I T N E S S E T H

For and in consideration of the covenants herein contained, and upon the terms and conditions herein set forth, Lessor and Lessee agree as follows:

1. DESCRIPTION:

Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, the Premises as defined in the Preamble as shown on the plan or plans, initialed by the parties hereto, marked Exhibit A attached hereto and made part of this Lease in the Building as defined in the Preamble (hereinafter called the “Building”), and that certain parcel of land (hereinafter called “Property”) as described on Exhibit A-1 attached hereto and made part of this Lease, together, with the nonexclusive right to use the Common Areas with Lessor and other lessees, subject however, to the Permitted Encumbrances set forth in Exhibit D hereto.

2. TERM:

The Premises are leased for a term to commence on the Commencement Date, and to end at 12:00 midnight on the Expiration Date, all as defined in the Preamble.

3. FIXED BASIC RENT:

The Lessee shall pay to the Lessor during the Term commencing on the Rent Commencement Date or Additional Premises Rent Commencement Date, as the case may be, the Fixed Basic Rent as defined in the Preamble (hereinafter called “Fixed Basic Rent”) payable in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The Fixed Basic Rent shall accrue at the rate set forth in the Rent Rider attached hereto and made a part hereof and shall be payable, in advance, on the first day of each calendar month during the Term at the Monthly Installments as defined in the Preamble, except that a proportionately lesser sum may be paid for the first month of the Term of this Lease if the Term commences on a day other than the first day of the month, in accordance with the provisions of this Lease herein set forth. Lessor acknowledges receipt from Lessee of the first monthly installment by check, subject to collection, for Fixed Basic Rent for the first month of the Lease Term. Lessee shall pay Fixed Basic Rent, and any Additional Rent as hereinafter provided, to Lessor at Lessor’s above stated address, or at such other place as Lessor may designate in writing, without demand and without counterclaim, deduction or set off.

4. USE AND OCCUPANCY:

The Lessee shall use and occupy the Premises for the Permitted Uses. Such Permitted Uses shall not permit or cause any effluent, pollution or other condition that is by law, noxious or offensive. Lessor represents and warrants that use of the Premises for general office purposes is consistent with the Certificate of Use and Occupancy to be issued by the local public authority. It being a reasonable consideration of this Lease, that the use of the Premises shall be limited, to those uses as otherwise hereinbefore specified, and

Lessee may not use the Premises for manufacturing. Lessee shall not operate the Building in a manner that compromises the physical integrity of the Building or the Building Systems beyond normal wear and tear or the uses contemplated herein. The Lessee shall not use or occupy or permit the Premises to be used or occupied, nor do or permit anything to be done in or on the Building Area, in a manner which will in any way violate any certificate of occupancy affecting the Premises unless Lessee shall, at its own cost and expense, obtain such amendments to the existing certificate of occupancy or as required to permit such other use.

In addition to the foregoing, Lessee shall have the exclusive right to utilize the helipad located at the Property, provided that such use is in accordance with all laws and requirements of governmental authorities. Lessee shall obtain, at its sole cost and expense, any governmental permits and approvals required in connection with the use of the helipad. Lessor shall cooperate with Lessee in Lessee’s efforts to obtain such permits and approvals, provided that Lessor shall have no obligation to expend any monies in connection therewith. Lessor shall provide the maintenance of the helipad at Lessee’s sole cost and expense so long as Lessee elects to continue use of the helipad.

5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL COMPLIANCE:

(a) Lessee acknowledges and agrees that this is a net lease that is completely carefree to Lessor, except as expressly set out in this Lease; that Lessor is not responsible during the Term for any costs, charges, expenses, and outlays of any nature whatsoever arising from or relating to the Premises, Building or Property, or the use and occupancy thereof, or the contents thereof, or the business carried on therein; and Lessee shall pay all costs, charges, expenses and outlays of every nature and kind relating to the Premises except as expressly set out in this Lease. Lessee shall pay Lessee’s Percentage of the Operating Costs relating to the Premises except as expressly set out in this Lease. Lessee shall take good care of the Premises and shall not do or suffer any waste thereon. Subject to Paragraph 4 of the Preamble, Lessee shall pay Lessor the cost of all repairs to the Premises, Building and Property of every kind and nature, ordinary as well as extraordinary, structural as well as non-structural, foreseen as well as unforeseen, whether necessitated by legal requirements, wear, tear, obsolescence or defects, latent or otherwise, necessary to keep the Property, Building and Premises in good order and condition as a first-class property. Lessee shall keep all portions of the Premises, including without limitation, the fixtures and equipment thereof and the bathrooms and the lavatory facilities contained therein in good working order and in a clean and orderly condition. Lessor, at Lessee’s sole cost and expense, shall also be required to repair and maintain the Building’s utility and mechanical systems, including the plumbing, electrical and heating, ventilation and air conditioning systems. Lessee, at its sole cost and expense, shall maintain and repair, if necessary, the data center located within the Premises.

Notwithstanding anything contained herein to the contrary, Lessor shall make all repairs to the structure of the Building (which for purposes hereof, shall mean the footings, foundations, structural parts of the exterior walls (excluding windows

and glass) facade and structural steel of the Building). To the extent that the costs of such structural repairs are capitalized in accordance with generally accepted accounting principles, the cost shall be borne by Lessor; otherwise, the costs of such repairs shall be included in Operating Costs pursuant to Article 23 hereof.

To the extent that the cost of any repairs by Lessor to the heating, ventilation and air conditioning system are capitalized in accordance with generally accepted accounting principles, such costs shall be amortized over the lesser of (1) ten (10) years or (2) the useful life of the repair, and the cost shall be included in Operating Costs in each Lease Year for such portion of the amortization period which occurs during the Term. The cost of any repairs to the heating, ventilation and air conditioning system that are not capitalized in accordance with generally accepted accounting principles shall be included in Operating Costs for the year incurred.

Lessor shall make all repairs to the roof of the Building. The cost of roof repairs shall be included in Operating Costs pursuant to Article 23 hereof; provided, however, that if such costs are capitalized in accordance with generally accepted accounting principles, the following paragraph shall apply. Any roof replacement shall be deemed a capital expenditure and shall be capitalized in accordance with generally accepted accounting principles.

All costs (other than structural repair costs (which are the sole responsibility of Lessor if such costs are capitalized in accordance with generally accepted accounting principles), HVAC repair costs and Lessee’s Legal Compliance Waste Water Treatment Costs, as defined herein), including those required by laws and requirements of any governmental or quasi-governmental authority (except as set forth herein), that are capitalized in accordance with generally accepted accounting principles shall be included in Operating Costs for the year incurred; provided, however, if such capital expenditures for any one calendar year exceeds $175,000.00, then (i) Lessee shall pay Lessor the initial $175,000.00 of such capital expenditures in the year incurred and (ii) the balance in subsequent year(s), provided that the sum of all costs for capital repairs for which Lessee shall be responsible hereunder shall not exceed $175,000.00 in any Lease Year. Notwithstanding the foregoing, Lessee’s share of the cost of capital expenditures with respect to the roof only shall not exceed in the aggregate $350,000.00.

Notwithstanding the foregoing, if the waste water treatment system requires a modification, alteration, repair or replacement to comply with any change in any law or requirement of governmental or quasi-governmental authority, then the cost of such modification, alteration, repair or replacement shall be shared by Lessor and Lessee as follows: Lessor shall bear sixty-six and 67/100 percent (66.67%) of the cost and Lessee shall bear thirty-three and 33/100 percent (33.33%) of the cost. In any event, Lessee’s share of such cost shall not exceed in the aggregate One Hundred Thousand and 00/100 Dollars ($100,000.00). The costs of any modifications, alterations, repairs or replacements to the waste water treatment system, other than to comply with a change in any law or requirement

of governmental or quasi-governmental authority shall be subject to the other provisions of this Article 5 (i.e., if not capitalized in accordance with generally accepted accounting principles, the cost would be included in Operating Costs in the year incurred and if capitalized in accordance with generally accepted accounting principles, it would be governed by the immediately preceding paragraph).

Notwithstanding the foregoing, Lessee shall have no obligation to pay any capital costs arising during the last year of the Term; provided, however, that any capital costs incurred by Lessor during the Term (i) to comply with any law or requirement of any governmental or quasi-governmental authority necessitated by Lessee’s use (other than ordinary office use) or particular manner of use or (ii) by reason of Lessee’s use of the Premises (other than the Permitted Uses) or Lessee’s particular manner of use of the Premises or (iii) resulting from Lessee’s negligence or willful misconduct shall be entirely borne by Lessee in the year incurred without any amortization and without being subject to any cap or included in any capital expenditures subject to a cap. The term “repairs” shall include replacements, restorations, and/or renewals when necessary. All repairs made by Lessor shall be substantially equal in quality and workmanship to the original work. Except as specifically set forth herein, in no event shall Lessor have any obligation to make any repairs, replacements or alterations to the Property, Building or Premises at Lessor’s expense, it being the intention of the parties hereto that Lessee assume the actual and reasonable cost of all of the repair and maintenance obligations therein.

All payments by Lessee under this Section 5(a) shall be made within thirty (30) days after Lessee’s receipt of an invoice therefor. Any capital expenditures that are payable by Lessee hereunder over a period of more than one (1) year shall include interest at the annual rate of two (2) percentage points above the prime rate at the time of expenditure of JP Morgan Chase Bank (or its successor) but in no event to exceed ten percent (10%) per annum (“Interest Rate”). This interest factor shall be in addition to any annual or lifetime cap on capital expenditure payments for which Lessee is responsible hereunder.

ENVIRONMENTAL

(b) Compliance with Environmental Laws. Lessee shall, at Lessee’s own expense, promptly comply with each and every federal, state, county and municipal environmental law, ordinance, rule, regulation, order, directive and requirement, now or hereafter existing (“Environmental Laws”), applicable to Lessee or Lessee’s operations at the Premises. In no event shall Lessee have any obligation to remediate any environmental condition other than that which directly relates to Lessee’s acts or omissions during the Term of this Lease. In addition, Lessee shall not be responsible for any environmental conditions unless resulting from the acts or omissions of Lessee or its agents. Lessee shall not release, discharge or dispose of, or permit, or suffer any release, discharge or disposal of any Hazardous Material at the Premises in violation of any Environmental Law.

Lessee shall not permit or suffer the manufacture, generation, storage, transmission or presence of any Hazardous Material over or upon the Premises in violation of any Environmental Law. “Hazardous Material” shall mean (i) Any hazardous, toxic or dangerous waste, substance or material defined as such in (or for the purpose of) CERCLA, SARA, RCRA, or any other Environmental Law as now or at any time hereafter in effect; (ii) any other waste, substance or material that exhibits any of the characteristics enumerated in 40 C.F.R. §§ 261.20 through 261.24, inclusive, and those extremely hazardous substances listed under Section 902 of SARA that are present in threshold planning or reportable quantities as defined under SARA and toxic or hazardous chemical substances that are present in quantities that exceed exposure standards as those terms are defined under Section 6 and 8 of OSHA and 29 C.F.R. Part 1910; (iii) any asbestos or asbestos containing substances whether or not the same are defined as hazardous, toxic, dangerous waste, a dangerous substance or dangerous material in any Environmental Law; (iv) “Red Label” flammable materials; (v) all laboratory waste and by-products; and (vi) all biohazardous materials.”

Lessee shall: (i) promptly, upon learning thereof, notify Lessor of any violation of, or non-compliance with, potential violation of or non-compliance with, or liability or potential liability under, any Environmental Law concerning the Premises, (ii) promptly make (and deliver to Lessor copies of) all reports or notices that Lessee is required to make under any Environmental Law concerning the Premises and maintain in current status all permits and licenses required under any Environmental Law concerning the Premises, (iii) immediately comply with any orders, actions or demands of any Governmental Authority (as herein defined) with respect to the discharge, clean-up or removal of Hazardous Materials at or from the Demised Premises due to a breach of a covenant set forth in Section 5(b) above, (iv) pay when due the cost of removal of, treatment of, or the taking of remedial action with respect to, any Hazardous Material on the Premises which is required by an Environmental Law due to a breach of a covenant set forth in Section 5(b), (v) keep the Premises free of any lien imposed pursuant to any Environmental Law in respect of a breach of a covenant set forth in Section 5(b), (vi) from time to time, upon the request of Lessor, execute such affidavits, certificates and statements concerning Lessee’s knowledge and belief concerning the presence of Hazardous Materials on the Premises and (vii) otherwise comply with all Environmental Laws concerning the Premises. In no event shall any of Lessee’s remedial action relating to subsections (iii), (iv) or (v) above, involve engineering or institutional controls, a groundwater classification exception area or well restriction area and Lessee’s remedial action shall meet the standard remediation standards for soil, surface water, groundwater and drinking water for commercial office establishments. Promptly upon completion of all required investigatory and remedial activities, Lessee shall, at Lessee’s own expense, to Lessor’s satisfaction, restore the affected areas of the Premises, the Building or the Property, as the case may be, from any damage or condition caused by the investigatory or remedial work.

(c) Lessor Audit. Lessee shall permit Lessor and its representatives access to the Premises, from time to time, to conduct an environmental assessment, investigation and sampling. The cost of such assessment, investigation or sampling shall be borne by Lessor, unless such assessment indicates the existence of environmental contamination in violation of Environmental Laws and such contamination is the result of Lessee or, Lessee’s, agents, employees, contractors, assignees, subtenants, licensees and invitees acts or omissions, in which event, Lessee shall bear the cost of such environmental investigation.

6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS:

(a) Lessee shall have no right to make any structural alteration, change, additions or improvement (a “Structural Alteration”), to the Premises or any appurtenances thereto without the prior written consent of Lessor in each instance, which consent shall not be unreasonably withheld or delayed (and if no response is given by Lessor within ten (10) business days after Lessor’s receipt of Lessee’s request, together with all applicable documentation, e.g., plans and specifications, same shall be deemed given). Lessee shall, however, be permitted to make any non-structural changes to the Premises without the consent of Lessor, provided that (i) Lessee shall have given Lessor prior written notice of such change in the event of a change costing $50,000.00 per annum or more; (ii) the change and the work necessary to complete the change will not adversely affect operation of the Building Systems or the exterior or structure of the Building; and (iii) Lessee has satisfied all other applicable terms, covenants and conditions set forth in Lessee’s Alterations in EXHIBIT “C” hereto. If the conditions set forth in clauses (i), (ii) and (iii) are not satisfied, then Lessor’s consent shall be required, which consent shall not be unreasonably withheld or delayed. “Building Systems” shall be deemed to include the Building structure, and any life safety system (sprinkler, alarm), plumbing system associated with water and sewer mains and those servicing the common areas, electrical systems associated with the main Building supply and those servicing the common areas or the other Building System components, heating, ventilation and air conditioning systems or its components, excluding supplemental HVAC units installed by Lessee. Lessee may install interior stairs within the Premises, provided that Lessee otherwise complies with the provisions of this Article 6. At the end of the Term, Lessor, at its option, may require Lessee to remove the stairs and repair any damage caused by the installation or removal of such stairs.

If Lessor shall grant its consent to the making of a Structural Alteration, then the same shall (i) be performed at the sole cost and expense of Lessee, (ii) be performed in a good and workmanlike manner, and in compliance with all applicable legal requirements (including existing zoning requirements), insurance requirements and Environmental Laws, (iii) be consistent with the Permitted Use, (iv) not in any way render the Premises other than a complete, self containing operating unit, (v) be performed in accordance with plans and specifications approved prior to the commencement of any work by the appropriate Governmental Authorities and by Lessor, which consent shall not be

unreasonably withheld or delayed (and if no response is given by Lessor within ten (10) business days after Lessor’s receipt of Lessee’s request, together with all applicable documentation, e.g., plans and specifications, same shall be deemed given), and (vi) be performed under the supervision of a licensed architect approved by Lessor and in accordance with Exhibit C, as may be amended from time to time.

(b) (1) Any and all Structural Alterations made in accordance with the foregoing paragraph shall immediately become the property of Lessor.

(2) Any and all contractors to be involved in performing work shall be selected by Lessee and approved by Lessor, which approval shall not be unreasonably withheld or delayed (and if no response is given by Lessor within ten (10) days, same shall be deemed given).

(3) In the event of any Structural Alteration as provided for in this Section, the Rent payable hereunder shall not be reduced or abated in any manner whatsoever.

(4) No Structural Alterations shall involve the removal of any fixtures, equipment or other property in the Premises which are not Lessee’s property, unless Lessor’s prior written consent is first obtained and unless such fixtures, equipment or other property shall be promptly replaced, at Lessee’s expense and free of superior title, liens and claims, with fixtures, equipment or other property (as the case may be) of like utility and at least equal value (which replaced fixtures, equipment or other property shall thereupon become the property of Lessor), unless Lessor shall otherwise expressly consent in writing.

7. ACTIVITIES INCREASING FIRE INSURANCE RATES:

Intentionally omitted.

8. ASSIGNMENT AND SUBLEASE:

(a) Except as otherwise specifically provided in this Section 8, neither this Lease, nor the Term and estate hereby granted, nor any part thereof, nor the interest of Lessee in any sublease or the rental thereunder, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred by Lessee or Lessee’s legal representatives or successors in interest, by operation of law or otherwise, and neither the Premises, nor any part thereof, nor any Lessee’s Property, shall be encumbered in any manner by reason of any act or omission on the part of Lessee or anyone claiming under or through Lessee, or shall be sublet or be used or occupied or permitted to be used or occupied or utilized for desk or storage space by anyone other than Lessee or for any purpose other than as specifically permitted by this Lease, without the prior written consent of Lessor, which in the case of assignment or subletting, such consent shall not be unreasonably withheld, conditioned or delayed.

In the event Lessee desires to assign this Lease or sublease all or part of the Premises to any other party, the terms and conditions of such assignment or sublease shall be communicated to the Lessor in writing prior to the effective date of any such sublease or assignment, solely with respect to any sublease or assignment, which its terms, including any options to renew, covers that remainder of the Term or expires within the twelve (12) month period immediately preceding the Expiration Date, prior to such effective date, the Lessor shall have the option, exercisable in writing to the Lessee, to: (i) recapture in the case of subletting, that portion of the Premises to be sublet or all of the Premises in the case of an assignment (“Recapture Space”) so that such prospective sublessee or assignee shall then become the sole Lessee of Lessor hereunder, or (ii) recapture the Recapture Space for Lessor’s own use and the within Lessee shall be fully released from any and all obligations hereunder with respect to the Recapture Space.

(b) If this Lease is assigned, whether or not in violation of the provisions of this Lease, Lessor may collect rent from the assignee. If the Premises or any part thereof be sublet or be used or occupied by anybody other than Lessee, whether or not in violation of this Lease, Lessor may, after default by Lessee and expiration of Lessee’s time to cure such default, if any, collect rent from the sublessee or occupant. In either event, Lessor may apply the net amount collected to the rents herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Section 8(a) above, or the acceptance of the assignee, sublessee or occupant as tenant, or a release of Lessee from the further performance by Lessee of Lessee’s obligations under this Lease. The consent by Lessor to an assignment, mortgaging or subletting pursuant to any provision of this Lease shall not in any way be considered to relieve Lessee from obtaining the express consent of Lessor for any other or further assignment, mortgaging or subletting. References in this Lease to use or occupancy by anyone other than Lessee shall not be construed as limited to sublessees and those claiming under or through sublessees but as including also licensees and others claiming under or through Lessee, immediately or remotely. The listing of any name other than that of Lessee on any door of the Premises or on any sign on the Premises, or otherwise, shall not operate to vest in the person so named any right or interest in this Lease or in the Premises, or be deemed to constitute, or serve as a substitute for, any prior consent of Lessor required under this Section, and it is understood that any such listing shall constitute a privilege extended by Lessor which shall be revocable at Lessor’s will by notice to Lessee. Lessee agrees to pay to Lessor any reasonable counsel fees incurred by Lessor in connection with any proposed assignment of Lessee’s interest in this Lease or any proposed subletting of the Premises or any part thereof, if Lessor’s consent thereto is required. Neither any assignment of Lessee’s interest in this Lease nor any subletting, occupancy or use of the Premises or any part thereof by any person other than Lessee as provided in this Article, nor any application of any such rent as provided in this Article shall, under any circumstances, relieve Lessee herein named of its obligations fully to observe and perform the terms, covenants and conditions of this Lease on Lessee’s part to be observed and performed.

Lessor, however, shall not in any event be obligated to consent to the assignment of this Lease unless: (i) in the reasonable judgment of Lessor the proposed assignee is of a character and financial worth such as is in keeping with the standards of Lessor in those respects for the Premises, or the assignee can otherwise secure and guaranty the payment to Lessor of all Fixed Basic Rent and Additional Rent and any other amounts due from Lessee pursuant to this Lease in a manner reasonably satisfactory to Lessor; (ii) the nature of the proposed assignee’s business and its reputation are in keeping with the character of the Premises and the use thereof; (iii) the purpose for which the proposed assignee intends to use the Premises assigned to it are uses expressly permitted by and not expressly prohibited by this Lease; (iv) no Event of Default shall have occurred and be continuing; and (v) Lessee shall reimburse Lessor for all reasonable costs that may be incurred by Lessor in connection with the said assignment, including the costs of making investigations as to the acceptability of a proposed assignee and legal costs incurred in connection with the granting of any requested consent.

(c) (1) Notwithstanding anything contained in Sections 8(a) and 8(b), in the event that, at any time or from time to time during the Term, Lessee desires to sublet all or any part of the Premises, and Lessor’s consent is required, Lessee shall notify Lessor of such desire and shall: (i) submit to Lessor in writing the name and address of the proposed subtenant, a reasonably detailed statement of the proposed subtenant’s business, reasonably detailed financial references for the proposed subtenant and any other information reasonably requested by Lessor, and (ii) submit to Lessor the material financial terms of the proposed sublease.

(2) Within ten (10) business days after Lessor receives Lessee’s notice requesting Lessor’s consent to a specific subletting or assignment, Lessor shall notify Lessee whether it consents to such subletting or assignment. If Lessor denies Lessee’s request for consent to a specific subletting or assignment, Lessor shall specify in writing, the reason(s) therefor. If Lessor fails to respond within such ten (10) business day period, Lessee may send Lessor a second notice which notice shall provide in capitalized and bold type letters that Lessor’s failure to respond to such request within five (5) business days shall be deemed Lessor’s consent to such subletting or assignment, and if Lessor fails to respond to such request within five (5) business days after Lessor’s receipt of such second notice, Lessor shall be deemed to have consented to such subletting or assignment. Lessor, however, shall not in any event be obligated to consent to the proposed sublease for which Lessor’s consent is required or the commencement of the term unless: (i) in the reasonable judgment of Lessor the proposed subtenant is of a character and financial worth such as is in keeping with the standards of Lessor in those respects for the Premises, and the nature of the proposed subtenant’s business and its reputation are in keeping with the character of the Premises and the use thereof; (ii) the purpose for which the proposed subtenant or assignee intends to use the portion of the Premises sublet or assigned to it are uses expressly permitted by and not

expressly prohibited by this Lease; (iii) no Event of Default shall have occurred and be continuing; and (iv) Lessee shall reimburse Lessor for all reasonable costs that may be incurred by Lessor in connection with the said sublease, including the costs of making investigations as to the acceptability of a proposed subtenant and legal costs incurred in connection with the granting of any requested consent.

(3) With respect to each and every subletting authorized by the provisions of this Section it is further agreed and understood between Lessor and Lessee that: (i) the subletting shall be, and each such sublease shall expressly provide that is, subject and subordinate at all times and in all respects, to this Lease, (ii) no subletting shall be for a term ending later than one day prior to the Expiration Date originally provided for herein and that part, if any, of the proposed term of any sublease which shall extend beyond a date one day prior to the Expiration Date originally provided for herein (or any sooner date of the expiration of the term or termination of this Lease) is hereby deemed to be a nullity and (iii) there shall be delivered to Lessor, within ten (10) days after the commencement of the term of the proposed sublease, notice of such commencement and a fully executed copy of the proposed sublease (unless previously submitted).

(4) Anything herein contained to the contrary notwithstanding, Lessee shall not advertise but may list its space for subletting or assignment, at a rental rate lower than the rental rate then being paid by Lessee to Lessor.

(d) No assignment or sublet of any portion or all of the Premises shall be valid unless Lessee shall have first provided to Lessor: (i) a duplicate original of the assignment or subletting document; (ii) an instrument in form and substance satisfactory to Lessor signed executed by the assignee in which assignee shall expressly assume observance and performance of, and agreed to be personally bound by, all of the terms, covenants and conditions of this Lease which are to be performed or observed by Lessee following the effective date of the assignment. No assignment or sublet of any portion or all of the Premises shall be deemed or act as a release of Lessee from the performance by Lessee of Lessee’s obligations under this Lease. Lessee’s liability shall be joint and several with any successors (immediate or remote) in interest of Lessee and such joint and several liability in respect of Lessee’s obligations hereunder shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Lessor modifying any of the obligations or terms of this Lease, or by any waiver or failure of Lessor to enforce any of the obligations under this Lease.

(e) If Lessee is a corporation other than a corporation whose stock is listed and traded on a nationally recognized stock exchange, the provisions of Section a shall apply to a transfer (however accomplished, whether in a single transaction or in a series of related or unrelated transactions) of stock (or any other mechanism such as, by way of example, the issuance of additional stock, a stock voting agreement or change in class(es) of stock) which results in a change of “control” (as hereinafter

defined) of Lessee as if such transfer of stock (or other mechanism) which results in a change of control of Lessee were an assignment of this Lease, and if Lessee is a partnership or joint venture, said provisions shall apply with respect to a transfer (by one or more transfers) of an interest in the distributions of profits and losses of such partnership or joint venture (or other mechanism, such as, by way of example, the creation of additional general partnership or limited partnership interests) which results in a change of control of such a partnership or joint venture, as if such transfer of an interest in the distributions of profits and losses of such partnership or joint venture which results in a change of control of such partnership or joint venture were an assignment of this Lease. The provisions of clauses (a) and (b) of this Article shall not apply to transactions entered into by Lessee with: (i) a Lessee Affiliate (as hereinafter defined); or (ii) a corporation into or with which Lessee is merged or consolidated, or with an entity to which all or substantially all of Lessee’s business/assets are transferred or to any sale of all or substantially all of Lessee’s stock, or a transfer of all or substantially all of partnership or membership interests, provided (a) there has not been an Event of Default under this Lease, (b) in the case of clause (ii) above, such merger, consolidation or transfer of business/assets, sale of stock or transfer of partnership or membership interests is for a legitimate business purpose and not principally for the purpose of transferring the leasehold estate created hereby, and (c) in the case of clause (ii) above, the assignee or successor entity has a net worth as evidenced by financial statements delivered to Lessor and certified by an independent certified public accountant in accordance with generally accepted accounting practices consistently applied (“Net Worth”) after such merger, consolidation or acquisition and assumption equal to or greater than ONE HUNDRED MILLION AND 00/100 DOLLARS ($100,000,000.00) and a credit rating of at least BBB with a positive outlook (or an equivalent shadow rating). Lessee shall deliver to Lessor proof reasonably satisfactory as to Lessee’s Net Worth and credit rating within ten (10) days prior to the effective date of the transaction. In determining the Net Worth of the assignee or successor for purposes of this Section, Lessee may, at its option, include the Net Worth of any surviving predecessor Lessee continuing to have liability on or under this Lease and/or any guarantor of Lessee’s obligations under this Lease. A “Lessee Affiliate” or “Affiliate of Lessee” means a corporation or other entity controlled by, controlling or under common control with Lessee. As used in this Lease, the terms “control”, “controlled by” or “under common control with” shall mean ownership of (x) more than forty percent (40%) of the outstanding voting stock of a corporation (or other majority equity and control interest if not a corporation), and (y) the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through the ownership of voting securities, by statute or according to the provisions of a contract. Lessee may sublet all or any portion of the Premises or assign this Lease to an Affiliate of Lessee without Lessor’s consent or recapture rights, provided that Lessee shall continue to be liable under this Lease.

Notwithstanding anything contained herein, Lessee shall have the right, without being required to obtain the consent of Lessor or being subject to Lessor’s

recapture rights hereunder, to permit portions of the Premises to be used under so-called “desk sharing” arrangements by persons or entities which are an Affiliate of Lessee or have a business relationship with Lessee, other than landlord-tenant or sublandlord-subtenant (any such person or entity, a “User”), and which User shall only use desk space in the Premises for the purposes permitted by this Lease, and subject to and in compliance with the following terms and conditions:

(1) A User shall have no rights under this Lease;

(2) no separate entrances to the Premises from public areas shall be constructed to access the space used by any User;

(3) any breach or violation of this Lease by a User shall be deemed to be and shall constitute a default by Lessee under this Lease, and any act or omission of a User shall be deemed to be and shall constitute the act or omission of Lessee under this Lease;

(4) the right of a User to occupy a portion of the Premises shall not be deemed to be an assignment of, or sublease under, this Lease and any occupancy of the Premises shall automatically terminate upon expiration or earlier termination of this Lease;

(5) Lessee hereby indemnifies and holds harmless Lessor, any lessor and any mortgagee against loss, claim or damage (excluding consequential) arising from the acts or omission of any User; and

(6) no User, assignee or subtenant shall be entitled, directly or indirectly, to diplomatic or sovereign immunity, and each User shall be subject to the service of process at and the jurisdiction of the courts of, the State of New Jersey.

9. COMPLIANCE WITH RULES AND REGULATIONS:

Lessee shall observe and comply with the rules and regulations hereinafter set forth in Exhibit B attached hereto and made a part hereof. Lessee acknowledges that the rules and regulations attached as Exhibit B are applicable while Lessee is the sole tenant in the Building. At such time(s) that Lessee is not the sole tenant in the Building, Lessor may prescribe such reasonable rules and regulations that Lessor deems necessary. The Rules and Regulations shall be prescribed and enforced in a non-discriminatory manner. Lessee shall not place a load upon any floor of the Premises exceeding the floor load which it was designed to carry and which is allowed by law. Such installations shall be placed and maintained by Lessee, at Lessee’s expense, in settings sufficient, in Lessees reasonable judgement, to absorb and prevent vibration, noise and annoyance.

10. DAMAGES TO BUILDING:

(a) If the Premises or any part thereof shall be damaged or rendered inaccessible by fire or other casualty, Lessee shall give prompt notice thereof to Lessor and Lessor shall proceed (subject to the provisions of this Section) with reasonable diligence to repair or cause to be repaired such damage. The Fixed Basic Rent and Additional Rent shall be abated proportionately to the extent that the Premises shall have been rendered Untenantable (as hereinafter defined) or inaccessible, such abatement to be from the date of such damage or destruction to the date which is thirty (30) days following the date the Premises shall no longer be Untenantable or inaccessible. “Untenantable” shall mean actual inability to use space in the Premises for the purposes permitted by Article 4.

(b) (1) If the Building shall be totally damaged or the whole or material part of the Building shall be rendered Untenantable by fire or other casualty and the estimate referred to in Section 8(b)(2) exceeds twelve (12) months, then and in such events Lessor may, at its option, terminate this Lease and the Term and estate hereby granted by giving Lessee not less than thirty (30) days, nor more than sixty (60) days, notice of such termination, within ninety (90) days after the date of such damage. In the event that such notice of termination shall be given, this Lease and the Term and estate hereby granted shall terminate as of the date provided in such notice of termination (whether or not the Term shall have commenced) with the same effect as if that were the Expiration Date, and the Fixed Rent and Additional Rent shall be apportioned as of such date of sooner termination, and any prepaid portion of Fixed Rent and Additional Rent for any period after such date shall be refunded by Lessor to Lessee.

(2) If the Building or any material part of the Building shall be damaged or Untenantable or inaccessible by fire or other casualty, Lessor shall deliver to Lessee, within ninety (90) days after such fire or other casualty, the estimate of a reputable architect or general contractor of the time necessary to complete the required repairs and restore and rebuild the Building to the level of demising walls or to provide access. If such estimate exceeds twelve (12) months from the date of such casualty, or if Lessor fails to deliver such notice, then in such events, Lessee may serve on Lessor, within thirty (30) days of its receipt of Lessor’s notice or the expiration of ninety (90) days from the fire or casualty, as the case may be (time being of the essence with respect thereto), notice of its intention to terminate this Lease on a date which shall be not more than ninety (90) days from the date of Lessee’s notice. If Lessee gives notice of its intention to cancel this Lease as provided herein, then in such events, this Lease shall terminate on the expiration of such ninety (90) day period as if such termination date were the Expiration Date, and the Fixed Rent and Additional Rent shall be apportioned as of such date of sooner termination and any prepaid portion of Fixed Rent and Additional Rent for any period after such date shall be refunded by Lessor to Lessee. Lessee’s failure to

notify Lessor within the ninety (90) day period shall be deemed a waiver of the right to terminate this Lease.

(c) If the Building or any non-de minimis part thereof (for purposes hereof, a non-de minimis part of the Premises shall mean such portion of the Premises which, if left unrestored, would render the balance of the Premises inadequate for the conduct of Lessee’s normal business operations) shall be damaged or rendered Untenantable or inaccessible by fire or other casualty, and Lessee and Lessor have not terminated this Lease pursuant to Section 8(b) and Lessor has not completed the making of the required repairs and restored and rebuilt the Premises and/or access is not restored within twelve (12) months from the date of such fire or other casualty, Lessee may serve notice on Lessor of its intention to terminate this Lease on a date not more than thirty (30) days after the expiration of such twelve (12) month period and if within thirty (30) days thereafter, Lessor shall not have substantially completed the making of the required repairs and restored and rebuilt the Premises to the level of demising walls, or provided access, then in such events, this Lease shall terminate on the date set forth in Lessee’s notice as if such termination date were the Expiration Date, and the Fixed Basic Rent and Additional Rent shall be apportioned as of such date of sooner termination and any prepaid portion of Fixed Basic Rent and Additional Rent for any period after such date shall be refunded by Lessor to Lessee.

(d) Lessor shall not be liable for any inconvenience or annoyance to Lessee or injury to the business of Lessee resulting in any way from such damage by fire or other casualty or the repair thereof.

(e) Lessor need not restore fixtures and improvements owned by Lessee. Notwithstanding any of the foregoing provisions of this Section, if by reason of some action or inaction on the part of Lessee or any of its employees, agents, officers, directors or contractors, Lessor shall be unable to collect all of the insurance proceeds (including rent insurance proceeds) applicable to damage or destruction of the Premises by fire or other cause, then, without prejudice to any other remedy which may be available against Lessee, the abatement of Fixed Rent provided for in this Section shall not be effective to the extent of the uncollected insurance proceeds.

(f) Lessee shall, at its own cost and expense, remove all of Lessee’s property from the Premises as Lessor shall require in order to repair and restore the Premises and Lessor shall not be obligated to commence repairs or restoration of the Premises until such property has been removed by Lessee from the damaged portion of the Premises. Should Lessee neglect, fail, or refuse to remove its aforesaid property within fifteen (15) days after Lessor’s request, the provisions for abatement of Fixed Basic Rent contained herein shall be suspended and of no force and effect whatsoever until Lessee has completed such removal. In no event shall the Lessor be required to repair or replace Lessee’s merchandise, trade fixtures, furniture, furnishings, inventory and equipment.

(g) If all or substantially all of the Premises are damaged or rendered Untenantable or inaccessible by fire or other casualty during the last year of the Term and it will take more than ninety (90) days to rebuild the Premises, then either party may terminate this Lease on thirty (30) days’ notice to the other party.

11. EMINENT DOMAIN:

(a) Termination. If (i) all of the Premises are taken in a condemnation, or (ii) a portion of the Premises are taken in condemnation and Lessee determines in good faith that it will be economically unfeasible to operate its business in any facility that could be reconstructed on the remaining portion of the Premises, this Lease will terminate and all obligations under it will cease as of the date upon which possession is taken by the condemnor. Upon such termination, the Fixed Basic Rent and Additional Rent will be apportioned and paid in full by Lessee to Lessor to that date, all Fixed Basic Rent and Additional Rent prepaid beyond that date will be repaid by Lessor to Lessee, and Lessee will comply with subsection (e). lf, after a partial condemnation of the Premises, Lessee remains in possession of the remaining portion of the Premises after the date on which the condemnor takes possession of the portion of the Premises taken in condemnation, then Lessee shall be deemed a holdover tenant pursuant to Article 25 hereof for such period commencing thirty (30) days after the date upon which the condemnor took possession of the condemned portion of the Premises. If Lessor disputes any determination by Lessee that it will be economically unfeasible to operate its business in any facility that could be reconstructed on the remaining portion of the Premises, upon request of either party, the matter will be submitted to arbitration in accordance with the rules of the American Arbitration Association (“AAA”) at the office of the AAA nearest the Building.

(b) Partial Condemnation. If there is a partial condemnation and this Lease has not been terminated pursuant to subsection (a), Lessor will promptly restore the Building and other improvements on the Property to a condition and size as nearly comparable as reasonably possible to their condition and size immediately prior to the taking; the time of restoration will be extended for time lost due to Force Majeure, provided that Lessor diligently pursues such restoration during such Force Majeure period. Lessor shall retain the proceeds of any condemnation award recovered. In that event, there will be an equitable abatement of the Fixed Basic Rent and Additional Rent, commencing from and after the date on which the condemnor takes possession.

(c) Award. If a condemnation affecting Lessee occurs, Lessee will have the right to make a claim against the condemnor for removal expenses, business dislocation damages and moving expenses to the extent that such claims or payments do not reduce the sums payable by the condemnor to Lessor. Lessee waives all claims against Lessor and all other claims against the condemnor, and Lessee assigns to Lessor all claims against the condemnor including, without limitation, all claims for leasehold damages and diminution in value of Lessee’s leasehold.

(d) Temporary Taking. If the temporary use of the whole or any part of the Premises shall be taken at any time during the Term by the condemnation or eminent domain, the

Term shall not be reduced or affected in any way and Lessee shall continue to pay in full the Fixed Basic Rent and Additional Rent, but Lessee shall be entitled to, and shall, receive the entire award for such taking. If the period of occupation and use by the sovereign shall extent beyond the termination of this Lease and any renewals thereof, the award for such taking shall be apportioned between Lessor and Lessee as of the date of such termination.

12. INSOLVENCY OF LESSEE:

Intentionally omitted.

13. LESSOR’S REMEDIES ON DEFAULT:

(a) (1) If any one or more of the following events shall happen and shall not have been cured within any applicable grace period herein provided:

(i) if default shall be made in the due and punctual payment of Fixed Basic Rent or Additional Rent payable by Lessee under this Lease when and as the same shall become due and payable, and such default shall continue for a period of ten (10) days after written notice thereof from Lessor to Lessee (provided that no such notice shall be required if, during the period of one (1) year immediately preceding the date of default, there shall have been two (2) or more defaults in the due and punctual payment of Fixed Basic Rent or Additional Rent payable by Lessee under this Lease when and as the same shall have been due and payable following the required notice and the expiration of the applicable cure period); or

(ii) if default shall be made by Lessee in performance of, or compliance with, any of the covenants, agreements or conditions contained in this Lease and either (i) in the case of a default or a contingency which can with due diligence be cured within thirty (30) days, such default shall continue for a period of thirty (30) days after written notice thereof from Lessor to Lessee, or (ii) in the case of a default or a contingency which cannot with due diligence be cured within thirty (30) days, Lessee shall fail, after written notice thereof from Lessor, to proceed promptly and with all due diligence to commence to cure the same and thereafter to prosecute the curing of such default with all due diligence (it being intended that, in connection with a default which is not susceptible of being cured with due diligence within thirty (30) days the time of Lessee within which to cure the same shall be extended for such period as may be necessary for the curing thereof with all due diligence); or

(iii) if Lessee shall file a voluntary petition seeking an order or relief under Title 11 of the United States Code or similar law of any jurisdiction applicable to Lessee, or Lessee shall be adjudicated a debtor, bankrupt or insolvent, or shall file any petition or answer seeking, consenting to or acquiescing in any order for relief, reorganization, arrangement,

composition, adjustment, winding-up, liquidation, dissolution or similar relief with respect to Lessee or its debts under the present or any future bankruptcy act or any other present or future applicable federal, state or other statute or law, or shall file an answer admitting or failing to deny the material allegations of a petition against it for any such relief or shall generally not, or shall be unable to, pay its debts as they become due or shall admit in writing in any filing with any court or Governmental Authority its insolvency or its inability to pay its debts as they become due, or shall make a general assignment for the benefit of creditors or shall seek or consent or acquiesce in the appointment of any trustee, receiver, examiner, assignee, sequestrator, custodian or liquidator or similar official of Lessee or of all or any part of Lessee’s property or if Lessee shall take any action in furtherance of or authorizing any of the foregoing; or

(iv) if any case, proceeding or other action shall be commenced or instituted against Lessee, seeking to adjudicate Lessee a bankrupt or insolvent, or seeking an order for relief against Lessee as debtor, or reorganization, arrangement, composition, adjustment, winding-up, liquidation, dissolution or similar relief with respect to Lessee or its debts under the present or any future bankruptcy act or any other present or future applicable federal, state or other statute or law, or seeking appointment of any trustee, receiver, examiner, assignee, sequestrator, custodian or liquidator or similar official of Lessee or of all or part of Lessee’s property, which either (i) results in the entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the issuance or entry of any other order having similar effect or (ii) remains undismissed for a period of ninety (90) days; or if any case, proceeding or other action shall be commenced or instituted against Lessee seeking issuance of a warrant of execution, attachment, restraint or similar process against Lessee or any of Lessee’s property which results in the taking or occupancy of the Premises or an attempt to take or occupy the Premises which shall not have been vacated, discharged, or stayed or bonded pending appeal within ninety (90) days after the entry thereof; or

(v) if any financial statement or other information furnished to Lessor by Lessee in connection with this Lease is materially false or misleading;

then and in any such event (hereinafter sometimes called an “Event of Default”) Lessor may give written notice (“Termination Notice”) to Lessee specifying such Event of Default or Events of Default and stating that this Lease and the Term shall expire and terminate on the date specified in the Termination Notice, which shall be at least ten (10) days after the giving of the Termination Notice, and on the date specified therein this Lease and the Term and all rights of Lessee under this Lease shall expire and terminate, it being the intention of the Lessor and Lessee hereby to create conditional limitations, and Lessee shall remain liable as provided in this Article 13 and in accordance with those provisions of this Lease

which are specifically stated herein to survive the expiration or other termination of this Lease.

(2) Notwithstanding the provisions of Section 13(a), if there shall be an Event of Default at any time or from time to time under the provisions of subdivision (i) of Section 13(a)(1), Lessor may, in lieu of giving a Termination Notice, at any time after the occurrence of any such Event of Default and during the continuance thereof, institute an action for the recovery of the Fixed Basic Rent and/or Additional Rent in respect of which an Event of Default shall have occurred and be continuing. Neither the commencement of any such action for the recovery of Fixed Basic Rent and/or Additional Rent nor the prosecution thereof shall be deemed a waiver of Lessor’s right to give a Termination Notice in respect of any such Event of Default during the continuance thereof and Lessor may, notwithstanding the commencement and prosecution of any such action, give a Termination Notice and terminate this Lease pursuant to Section 13(a) at any time during the continuance of such Event of Default.

(3) If, at any time, (i) Lessee shall be comprised of two or more persons, or (ii) Lessee’s obligations under this Lease shall have been guaranteed by any person other than Lessee, or (iii) Lessee’s interest in this Lease shall have been assigned, the word “Lessee”, as used in subdivisions (iv) and (v) of Section 13(a)(1), shall be deemed to mean any one or more of the persons prim