LEASE

Exhibit 10.34

35 MELANIE LANE, L.L.C.

Landlord,

and

BREEZE-EASTERN, CORPORATION

Tenant

LEASE

Premises:

In

35 Melanie Lane
Hanover, New Jersey

TABLE OF CONTENTS

EXHIBITS

     LEASE, dated May 13, 2009, between 35 MELANIE LANE, L.L.C ., a Delaware limited liability company, having an office at 400 Plaza Drive, P.O. Box 1515, Secaucus, New Jersey 07096-1515 (“Landlord”), and BREEZE-EASTERN CORPORATION , a Delaware corporation, having an office at 700 Liberty Avenue, Union, New Jersey 07083 (“Tenant”).

ARTICLE 1 — Definitions

     1.01. As used in this Lease (including in all Exhibits and any Riders attached hereto, all of which shall be deemed to be part of this Lease) the following words and phrases shall have the meanings indicated:

     A. Advance Rent: $ 67,325.81

     B. Additional Charges: All amounts that become payable by Tenant to Landlord hereunder other than the Fixed Rent.

     C. Architect: As Landlord may designate.

     D. Brokers: Colliers Houston & Co., and FirstService Williams

     E. Building: The building or buildings now or hereafter located on the Land and known or to be known as 35 Melanie Lane, Hanover, New Jersey.

     F. Calendar Year: Any twelve-month period commencing on a January 1.

     G. Commencement Date: The date on which this Lease has been fully executed by both parties (the “Execution Date”) at which time possession of the Demised Premises shall be delivered to Tenant.

     H. Common Areas: All areas, spaces and improvements in the Building and on the Land which Landlord makes available from time to time for the common use and benefit of the tenants and occupants of the Building and which are not exclusively available for use by a single tenant or occupant, including, without limitation, parking areas, roads, walkways, sidewalks, landscaped and planted areas, community rooms, if any, the managing agent’s office, if any, and public rest rooms, if any. The Common Areas shall also include a parking area consisting of approximately 250 parking spaces where, as more particularly provided in Section 7.03, Tenant’s employees, guests and customers can park as designated on the site plan attached hereto as Exhibit F.

     I. Demised Premises: The space located on the first and second floors of the Building that is outlined in red on the floor plan attached hereto as Exhibit A. The Demised Premises contains or will contain approximately 116,246 square feet of Floor Space subject to adjustment upon verification by the Architect. The Demised Premises shall include all Tenant Work as hereinafter defined.

     J. Environmental Laws: Any and all federal, state, county, or municipal statutes or laws now or at any time hereafter in effect, including but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. §§9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§5101 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §§1251 et seq.), the Clean Air Act (42 U.S.C. §§7401 et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. §§2601 et seq.), and the Occupational Safety and Health Act (29 U.S.C. §§651 et seq.), and any state or local laws, rules, or regulations relating to discharges, releases, or spills of Hazardous Substances (defined below) to the lands, waters, or air, including but not limited to the New Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq., and implementing regulations, and the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6, et. seq. (“ISRA”), as these laws have been amended or may be supplemented from time to time.

     K. Expiration Date: The date that is the day before the tenth (10 ^th ) anniversary of the Fixed Rent Commencement Date if the Fixed Rent Commencement Date is the first day of a month, or the tenth (10 ^th ) anniversary of the last day of the month in which the Fixed Rent Commencement Date occurs if the Fixed Rent Commencement Date is not the first day of a month. However, if the Term is extended by Tenant’s effective exercise of Tenant’s right, if any, to extend the Term, the “Expiration Date” shall be changed to the last day of the latest extended period as to which Tenant shall have effectively exercised its right to extend the Term. For the purposes of this definition, the earlier termination of this Lease shall not affect the “Expiration Date.”

     L. Fixed Rent: An amount at the following rates per annum multiplied by the Floor Space of the Demised Premises: from the Fixed Rent Commencement Date through the date which is the day before the fifth (5 ^th ) anniversary of the Fixed Rent Commencement, Six and 95/100 ($6.95) Dollars; from the fifth anniversary of the Fixed Rent Commencement Date through the original Expiration Date Seven and 95/100 ($7.95) Dollars. It is intended that the Fixed Rent shall be an absolutely net return to Landlord throughout the Term, free of any expense, charge or other deduction whatsoever, with respect to the Demised Premises, the Building, the Land and/or the ownership, leasing, operation, management, maintenance, repair, rebuilding, use or occupation thereof, or any portion thereof, with respect to any interest of Landlord therein, except as may otherwise expressly be provided in this Lease.

     M. Fixed Rent Commencement Date: January 1, 2010.

     N. Floor Space: Any reference to Floor Space of a demised premises shall mean the floor area stated in square feet bounded by the exterior faces of the exterior walls, or by the exterior or Common Areas face of any wall between the premises in question and any portion of the Common Areas, or by the center line of any wall between the premises in question and space leased or available to be leased to a tenant or occupant, plus a pro rata portion of the floor area of the Common Areas in the Building; and any reference to Floor Space of the Building shall mean the aggregate Floor Space of the demised premises leased or which Landlord has available to be leased in the Building. There will be no reduction of Floor Space measurements for setbacks for store fronts or service entrances, and Floor Space of any premises with a setback for a store front

shall be measured to the line of such premises as if such premises had no setback. Any reference to the Floor Space is intended to refer to the Floor Space of the entire area in question irrespective of the Person(s) who may be the owner(s) of all or any part thereof.

     O. Guarantor: N/A.

     P. Hazardous Substance: Any pollutant, contaminant, toxic or hazardous waste, dangerous substance, noxious substance, toxic substance, flammable, explosive, radioactive material, urea formaldehyde foam insulation, asbestos, PCBs, or any other substances the removal of which is required, or the manufacture, preparation, production, generation, use, maintenance, treatment, storage, transfer, handling, or ownership of which is restricted, prohibited, regulated, or penalized by any and all Environmental Laws.

     Q. Insurance Requirements: Rules, regulations, orders and other requirements of the applicable board of underwriters and/or the applicable fire insurance rating organization and/or any other similar body performing the same or similar functions and having jurisdiction or cognizance over the Land and Building, whether now or hereafter in force.

     R. Land: The Land upon which the Building and Common Areas are located. The Land is described on Exhibit B.

     S. Landlord’s Work: The materials and work to be furnished, installed and performed by Landlord at its expense in accordance with the provisions of Exhibit C.

     T. Legal Requirements: Laws and ordinances of all federal, state, city, town, county, borough and village governments, and rules, regulations, orders and directives of all departments, subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or quasi-public authorities having jurisdiction over the Land and Building, whether now or hereafter in force, including, but not limited to, those pertaining to Environmental Laws.

     U. Mortgage: A mortgage and/or a deed of trust.

     V. Mortgagee: A holder of a mortgage or a beneficiary of a deed of trust.

     W. Operating Expenses: The sum of the following: the cost and expense (whether or not within the contemplation of the parties) for the repair, maintenance, policing, insurance and operation of the Building and Land not for the exclusive benefit of another tenant at the Building. The “Operating Expenses” shall, include, without limitation, the following: (i) the cost for rent, casualty, liability, boiler and fidelity insurance, (ii) management fees (whether provided directly by the Landlord or an independent party) not to exceed three percent (3%) of the Fixed Rent divided by the Tenant’s Fraction, (iii) costs and expenses incurred for legal, accounting and other professional services (including, but not limited to, costs and expenses for in-house or staff legal counsel or outside counsel at rates not to exceed the reasonable and customary charges for any such services as would be imposed in an arms length third party agreement for such services). All items included in Operating Expenses shall be determined in accordance with generally accepted accounting principles consistently applied. To the extent

any of the expenditures by Landlord making up Operating Expenses hereunder would be classified as capital expenditure items pursuant to generally accepted accounting principles then an amount, per annum, equal to the cost of such items shall be amortized over the useful life of such item, as reasonably determined by Landlord’s accountant, together with interest, which interest shall be the lesser of (x) the Prime Rate as announced in the Wall Street Journal (or a successor index reasonably selected by Landlord) or (y) the interest rate at which the Landlord borrows money under the Mortgage encumbering the Building and Land, and shall be included annually in Operating Expenses with respect to the capital expenditures. Notwithstanding the foregoing, the Tenant shall not be required to pay or reimburse the Landlord for any of the following costs or expenses as part of Operating Expenses:

     X. Permitted Uses: Tenant shall use and occupy the Demised Premises for offices, laboratory, assembly, light manufacturing, research and development, product testing and quality control, warehousing, distribution, engineering and its executive, sales and administrative offices and for any other lawful purpose similar in nature to the foregoing, consistent with the character and quality of the operations being conducted in the warehouse buildings owned and managed by Landlord’s affiliates in the industrial park in which the Building is located. Tenant shall not use, permit or suffer the use of the Premises, or any part thereof, for any illegal purpose.

     Y. Person: A natural person or persons, a partnership, a corporation, or any other form of business or legal association or entity.

     Z. Property. The Land and Building.

     AA. Ready for Occupancy: The Demised Premises shall not be deemed Ready for Occupancy until the Landlord has substantially completed the Landlord’s Work and the parties do a walk through of the Demised Premises preparing a punch list of the remaining work to be completed by the Landlord, if any. In the event the remaining work to be completed by the Landlord does not interfere with the Tenant’s moving forward with the Tenant’s Work and the Landlord agrees to use reasonable efforts to complete the punch list items within sixty (60) days, then the Demised Premises shall be deemed Ready for Occupancy.

     BB. Real Estate Taxes: The real estate taxes, assessments and special assessments imposed upon the Building and Land by any federal, state, municipal or other governments or governmental bodies or authorities, and any expenses incurred by Landlord in contesting such taxes or assessments and/or the assessed value of the Building and Land, which expenses shall be allocated to the period of time to which such expenses relate. If at any time during the Term the methods of taxation prevailing on the date hereof shall be altered so that in lieu of, or as an addition to or as a substitute for, the whole or any part of such real estate taxes, assessments and special assessments now imposed on real estate there shall be levied, assessed or imposed (a) a tax, assessment, levy, imposition, license fee or charge wholly or partially as a capital levy or otherwise on the rents received therefrom, or (b) any other such additional or substitute tax, assessment, levy, imposition or charge, then all such taxes, assessments, levies, impositions, fees or charges or the part thereof so measured or based shall be deemed to be included within the term “Real Estate Taxes” for the purposes hereof.

     CC. Rent: The Fixed Rent and the Additional Charges.

     DD. Rules and Regulations: The reasonable rules and regulations that may be promulgated by Landlord from time to time, which may be reasonably changed by Landlord from time to time. The Rules and Regulations now in effect are attached hereto as Exhibit D.

     EE. Security Deposit: Such amount as Tenant has deposited or hereinafter deposits with Landlord as security under this Lease. Tenant shall initially provide security in the form of a Letter of Credit, the sum of three (3) months Fixed Rent which is equal to $201,977.43 within fifteen (15) business days of the date hereof.

     FF. Successor Landlord: As defined in Article 9.03.

     GG. Superior Lease: Any lease to which this Lease is, at the time referred to, subject and subordinate.

     HH. Superior Lessor: The lessor of a Superior Lease or its successor in interest, at the time referred to.

     II. Superior Mortgage: Any Mortgage to which this Lease is, at the time referred to, subject and subordinate.

     JJ. Superior Mortgagee: The Mortgagee of a Superior Mortgage at the time referred to as set forth on Exhibit H attached hereto.

     KK. Tenant’s Architect: Horton Architecture & Design.

     LL. Tenant’s Fraction: The Tenant’s Fraction shall mean the fraction, the numerator of which shall be the Floor Space of the Demised Premises and the denominator of which shall be the Floor Space of the Building (51.23 %). If the size of the Demised Premises or the Building shall be changed from the initial size thereof, due to any taking, any construction or alteration work or otherwise, the Tenant’s Fraction shall be changed to the fraction, the numerator of which shall be the Floor Space of the Demised Premises and the denominator of which shall be the Floor Space of the Building.

     MM. Tenant’s Property: As defined in Article 16.02.

     NN Tenant’s Work: The facilities, materials and work which may be undertaken by or for the account of Tenant (other than the Landlord’s Work) to equip, decorate and furnish the Demised Premises for Tenant’s occupancy.

     OO. Term: The period commencing on the Commencement Date and ending at 11:59 p.m. of the Expiration Date, but in any event the Term shall end on the date when this Lease is earlier terminated.

     PP. Unavoidable Delays: A delay arising from or as a result of a strike, lockout, or labor difficulty, explosion, sabotage, accident, riot or civil commotion, act of war, fire or other catastrophe, Legal Requirement or an act of the other party and any cause beyond the reasonable control of that party, provided that the party asserting such Unavoidable Delay has exercised its best efforts to minimize such delay.

ARTICLE 2 — Demise and Term

     2.01. Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Demised Premises, for the Term. This Lease is subject to (a) any and all existing encumbrances, conditions, rights, covenants, easements, restrictions and rights of way, of record, and other matters of record (“Restrictions of Record”) and (b) easements now or hereafter created by Landlord in, under, over, across and upon the Land for sewer, water, electric, gas and other utility lines and services now or hereafter installed, and (c) applicable zoning and building laws, regulations and codes, and such matters as may be disclosed by an inspection or survey. Landlord represents that, subject to compliance by Tenant with applicable Legal Requirements, as of the date hereof none of the Restrictions of Record prohibit the use and enjoyment of the Demised Premises for the Permitted Uses. Promptly following the Commencement Date, the parties hereto shall enter into an agreement in form and substance satisfactory to Landlord setting forth the Commencement Date.

ARTICLE 3 — Rent

     3.01. Tenant shall pay, commencing on the Fixed Rent Commencement Date, the Fixed Rent in equal monthly installments in advance on the first day of each and every calendar month during the Term (except that Tenant shall pay, upon the execution and delivery of this Lease by Tenant, the Advance Rent, to be applied against the first installment or installments of Fixed Rent becoming due under this Lease). If the Fixed Rent Commencement Date occurs on a day other than the first day of a calendar month, the Fixed Rent for the partial calendar month at the Fixed Rent Commencement Date shall be prorated.

     3.02. The Rent shall be paid in lawful money of the United States to Landlord at its office, or such other place, or Landlord’s agent, as Landlord shall designate by notice to Tenant. Tenant shall pay the Rent promptly when due without notice or demand therefor and without any abatement, deduction or setoff for any reason whatsoever, except as may be expressly provided in this Lease. If Tenant makes any payment to Landlord by check, same shall be by check of Tenant and Landlord shall not be required to accept the check of any other Person, and any check received by Landlord shall be deemed received subject to collection. If any check is mailed by Tenant, Tenant shall post such check in sufficient time prior to the date when payment is due so that such check will be received by Landlord on or before the date when payment is due. Tenant shall assume the risk of lateness or failure of delivery of the mails, and no lateness or failure of the mails will excuse Tenant from its obligation to have made the payment in question when required under this Lease.

     3.03. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Rent shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance or pursue any other remedy in this Lease or at law provided.

     3.04. If Tenant is in default with regard to the payment of Rent, Tenant waives Tenant’s right, if any, to designate the items to which any payments made by Tenant are to be credited, and Landlord may apply any payments made by Tenant to such items as Landlord sees fit, irrespective of and notwithstanding any designation or request by Tenant as to the items to which any such payments shall be credited.

     3.05. In the event that any installment of Fixed Rent due hereunder shall not be paid by the first business day of the month for which such payment is due or in the event any other payment of Rent hereunder shall be overdue, a “Late Charge” equal to four percent (4%) or the maximum rate permitted by law, whichever is less for Rent so overdue may be charged as an administrative fee by Landlord. If Rent is not paid within thirty (30) days of its due date, the Tenant shall, in addition to Landlord’s other remedies and not in limitation thereof, also pay interest on unpaid Rent at the annual rate of the lesser of eight (8%) percent per annum or the maximum legal rate for so long as the Rent remains unpaid (“Late Payment Rate”). In the event that any check tendered by Tenant to Landlord is returned for insufficient funds, Tenant shall pay to Landlord, in addition to the charge imposed by the preceding sentence, a fee of $50.00. Any such Late Charges if not previously paid shall, at the option of the Landlord, be added to and become part of the next succeeding Rent payment to be made hereunder. Notwithstanding the foregoing, if the Tenant pays any Rent within five (5) days of notice or invoice from the Landlord that it is late, the first instance of application of the “Late Charge” shall be abated in each Calendar Year.

ARTICLE 4 — Use of Demised Premises

     4.01. Tenant shall use and occupy the Demised Premises for the Permitted Uses, and Tenant shall not use or permit or suffer the use of the Demised Premises or any part thereof for any other purpose. Tenant shall, subject to compliance by Tenant with applicable Legal Requirements, and subject to the other provisions of this Lease, be permitted access to the Demised Premises twenty-four (24) hours a day, seven (7) days a week.

     4.02. If any governmental license or permit, including a certificate of occupancy or certificate of continued occupancy (a “Certificate of Occupancy”) shall be required for the proper and lawful conduct of Tenant’s business in the Demised Premises or any part thereof, Tenant shall duly procure and thereafter maintain such license or permit and submit the same to Landlord for inspection. Tenant shall at all times comply with the terms and conditions of each such license or permit. Tenant shall not at any time use or occupy, or suffer or permit anyone to use or occupy the Demised Premises, or do or permit anything to be done in the Demised Premises, in any manner which (a) violates the Certificate of Occupancy for the Demised Premises or for the Building; (b) causes or is liable to cause injury to the Building or any equipment, facilities or systems therein; (c) constitutes a violation of the Legal Requirements or Insurance Requirements; (d) impairs the character, reputation or appearance of the Building; (e) impairs the proper and economic maintenance, operation and repair of the Building and/or its equipment, facilities or systems; or (f) in any material manner, annoys or inconveniences other tenants or occupants of the Building.

     4.03. Tenant shall never conduct any warehouse sale at the Demised Premises at which its goods or products are sold to the public.

ARTICLE 5 — Preparation of Demised Premises

     5.01.(a) The Demised Premises shall be completed and prepared for Tenant’s occupancy in the manner described in, and subject to the provisions of, Exhibit C. Landlord shall use commercially reasonable efforts to cause the Landlord’s Work set forth on Exhibit C to be completed within thirty (30) days of the Commencement Date. Upon execution of the Lease, the Landlord shall deliver possession of the Demised Premises to the Tenant. Tenant shall have thirty (30) days after Landlord approves Tenant’s Plans and Specifications, defined below, within which to apply for its building permits. Thereafter, upon the issuance of the building permits the Tenant shall proceed with reasonable diligence to engage contractors in accordance with the procedures set forth in this Lease. Within thirty (30) days of the substantial completion of the Tenant’s Work, the Tenant shall promptly apply for a certificate of occupancy or temporary certificate of occupancy. After, receipt of the certificate of occupancy or the temporary certificate of occupancy, the Tenant shall occupy the Demised Premises. Except as expressly provided to the contrary in this Lease, the taking of possession by Tenant of the Demised Premises shall be conclusive evidence as against Tenant that the Demised Premises and the Building were in good and satisfactory condition at the time such possession was taken subject to Landlord completing the Landlord’s Work. Except as expressly provided to the contrary in this Lease, Tenant is leasing the Demised Premises “as is” on the date hereof, subject to reasonable wear and tear and Landlord’s express obligation to complete the Landlord’s Work. The cost of the Landlord’s Work set forth on Exhibit C to prepare the Demised Premises for Tenant’s initial occupancy shall not be included in Operating Expenses or billed to Tenant. Subject to Landlord’s obligation to complete any incomplete items of Landlord’s Work of which Tenant gives Landlord written notice within thirty (30) days after the Commencement Date, the Demised Premises shall be conclusively presumed to be in satisfactory condition on the Commencement Date.

     5.01.(b)(i) Tenant shall be responsible for all construction and work to prepare the Demised Premises for Tenant’s occupancy at Tenant’s cost and expense in accordance with Article 15 hereof. Prior to performing any work in the Demised Premises, Tenant shall, within ten (10) days of the date thereof submit to Landlord for approval its proposed plans and specifications for all construction work in the Demised Premises including, but not limited to layout, mechanical, electrical and plumbing plans and finish schedules (“Plans and Specifications”). Tenant shall employ licensed architect(s) and/or engineer(s) for the preparation of the Plans and Specifications. Landlord shall notify Tenant of Landlord’s approval or disapproval of such Plans and Specifications within five (5) business days of its receipt of the Plans and Specifications. If Landlord disapproves, Landlord shall provide written notice of the reasons for disapproval and Tenant shall, within ten (10) days of receipt of notice of Landlord’s disapproval, resubmit revised Plans and Specifications that correct such items. Landlord shall notify Tenant of Landlord’s approval or disapproval of such revised Plans and Specifications within five (5) business days of its receipt of the Plans and Specifications. With the prior

approval of the Landlord which will not unreasonably be delayed, withheld or conditioned, Tenant may modify or alter the proposed Tenant’s Work and its Plans and Specification and/or substitute similar materials of similar quality for those specified in the Plans and Specifications.

     (ii) Tenant shall, at Tenant’s expense and at no cost or expense to Landlord, through Tenant’s Architect or such other licensed professionals as Tenant may reasonably select, obtain and provide all design and architectural services necessary to perform Tenant’s Work and shall be responsible for complying with all building codes and Legal Requirements in connection with Tenant’s Work, prior to commencing any work in the Demised Premises. Tenant shall obtain a permanent certificate of occupancy of the Demised Premises for the Permitted Uses. The construction of Tenant’s Work in the Demised Premises shall be performed in a first class workmanlike manner. At all times when construction in the Demised Premises is in progress, including but not limited to prior to the Fixed Rent Commencement Date, Tenant shall maintain or cause to be maintained the insurance coverage required under Section 13.02.

     (iii) Tenant shall be solely responsible for the structural integrity of Tenant’s Work and for the adequacy or sufficiency of the Plans and Specifications and all the improvements depicted thereon or covered thereby, and Landlord’s consent thereto, approval thereof, or incorporation therein of any of its recommendations shall in no way diminish Tenant’s responsibility therefor or reduce or mitigate Tenant’s liability in connection therewith. Landlord shall have no obligations or liabilities by reason of this Lease in connections with the performance of construction or of the finish, decorating or installation work performed by Tenant, or on its behalf, or in connection with the contracts for the performance thereof entered into by Tenant. Any warranties extended or available to Tenant in connection with the aforesaid work shall be for the benefit also of Landlord. Tenant further agrees that once it commences construction, it shall diligently and continuously proceed with construction to completion.

     5.02. If the substantial completion of the Landlord’s Work shall be delayed due to (a) any act or omission of Tenant or any of its employees, agents or contractors (including, without limitation, [i] any delays due to changes in or additions to the Landlord’s Work, or [ii] any delays by Tenant in the submission of plans, drawings, specifications or other information or in approving any working drawings or estimates or in giving any authorizations or approvals), or (b) any additional time needed for the completion of the Landlord’s Work by the inclusion in the Landlord’s Work of any items specified by Tenant that require long lead time for delivery or installation, then the Demised Premises shall be deemed Ready for Occupancy on the date when they would have been ready but for such delay(s).

     5.03. If Landlord is unable to give possession of the Demised Premises on the Commencement Date because of the holding-over or retention of possession by any tenant, undertenant or occupant, Landlord shall not be subject to any liability for failure to give possession, the validity of this Lease shall not be impaired under such circumstances, and the Term shall not be extended, but the Rent shall be abated if Tenant is not responsible for the inability to obtain possession.

     5.04. Landlord reserves the right, at any time and from time to time, to increase, reduce or change the number, type, size, location, elevation, nature and use of any of the Common

Areas and the Building and any other buildings and other improvements on the Land, including, without limitation, the right to move and/or remove same, provided same shall not unreasonably block or interfere with Tenant’s parking or means of ingress or egress to and from the Demised Premises.

ARTICLE 6 — Tax and Operating Expense Payments

     6.01. Tenant shall, commencing on the Commencement Date, pay to Landlord, as hereinafter provided, Tenant’s Fraction of the Real Estate Taxes. Tenant’s Fraction of the Real Estate Taxes shall be the Real Estate Taxes in respect of the Building for the period in question, multiplied by the Tenant’s Fraction, plus the Real Estate Taxes in respect of the Land for the period in question, multiplied by the Tenant’s Fraction. If any portion of the Building shall be exempt from all or any part of the Real Estate Taxes, then for the period of time when such exemption is in effect, the Floor Space on such exempt portion shall be excluded when making the above computations in respect of the part of the Real Estate Taxes for which such portion shall be exempt. Landlord shall estimate the annual amount of Tenant’s Fraction of the Real Estate Taxes (which estimate may be changed by Landlord at any time and from time to time), and Tenant shall pay to Landlord 1/12th of the amount so estimated on the first day of each month in advance. Tenant shall also pay to Landlord on demand from time to time the amount which, together with said monthly installments, will be sufficient in Landlord’s estimation to pay Tenant’s Fraction of any Real Estate Taxes thirty (30) days prior to the date when such Real Estate Taxes shall first become due. When the amount of any item comprising Real Estate Taxes is finally determined for a real estate fiscal tax year, Landlord shall submit to Tenant a statement in reasonable detail of the same, and the figures used for computing Tenant’s Fraction of the same, and if Tenant’s Fraction so stated is more or less than the amount theretofore paid by Tenant for such item based on Landlord’s estimate, Tenant shall pay to Landlord the deficiency within ten (10) days after submission of such statement, or Landlord shall, at its sole election, either refund to Tenant the excess or apply same to future installments of Real Estate Taxes due hereunder. Any Real Estate Taxes for a real estate fiscal tax year, a part of which is included within the Term and a part of which is not so included, shall be apportioned on the basis of the number of days in the real estate fiscal tax year included in the Term, and the real estate fiscal tax year for any improvement assessment will be deemed to be the one-year period commencing on the date when such assessment is due, except that if any improvement assessment is payable in installments, the real estate fiscal tax year for each installment will be deemed to be the one-year period commencing on the date when such installment is due. The above computations shall be made by Landlord in accordance with generally accepted accounting principles, and the Floor Space referred to will be based upon the average of the Floor Space in existence on the first day of each month during the period in question. In addition to the foregoing, Tenant shall be responsible for any increase in Real Estate Taxes attributable to assessments for improvements installed by or for the account of Tenant at the Demised Premises. If the Demised Premises are not separately assessed, the amount of any such increase shall be determined by reference to the records of the tax assessor.

     6.02. Real Estate Taxes, whether or not a lien upon the Demised Premises shall be apportioned between Landlord and Tenant at the beginning and end of the Term; it being

intended that Tenant shall pay only that portion of the Real Estate Taxes as is allocable to the Demised Premises for the Term.

     6.03. Tenant shall, commencing on the Commencement Date, pay to Landlord Tenant’s Fraction of the Operating Expenses within ten (10) days after Landlord submits to Tenant an invoice for same.

     6.04. Each such statement given by Landlord pursuant to Article 6.01 or Article 6.03 shall be conclusive and binding upon Tenant unless within one (1) year after the receipt of such statement Tenant shall notify Landlord that it disputes the correctness of the statement, specifying the particular respects in which the statement is claimed to be incorrect. Pending the determination of such dispute, Tenant shall, within ten (10) days after receipt of such statement, pay the Additional Charges in accordance with Landlord’s statement, without prejudice to Tenant’s position. If the dispute shall be determined in Tenant’s favor, Landlord shall forthwith pay to Tenant the amount of Tenant’s overpayment resulting from compliance with Landlord’s statement.

     6.05. Notwithstanding the foregoing, for any repair or maintenance work that Landlord is responsible for supervising but Tenant is responsible to reimburse the Landlord in whole or in part, which entails an expenditure of Ten Thousand Dollars ($10,000.00) or more (such repair or maintenance being referred to as a “Bid Required Repair”), Landlord shall, except with respect to expenditures in response to an emergency or threat to the safety of person or property, obtain at least three (3) bids for such work from qualified vendors prior to awarding the work. For any Bid Required Repair the Landlord shall award such work to the qualified vendor that bids the lowest price for the same work, unless Landlord determines that another vendor will be better suited to perform the work; provided however that Landlord shall not award the bid to a bidder whose bid was more than one hundred ten percent (110%) of the lowest qualified bid without the Tenant’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon request of Tenant, Landlord shall endeavor to provide Tenant with an explanation of Landlord’s selection of any such bidder who was not the lowest bidder, however failure to provide such explanation shall not excuse Tenant from any obligations under this Lease. Landlord shall maintain a record of the bids for each such Bid Required Repair for at least two (2) years from awarding such contracts.

     6.06 Other than any Operating Expenses which Landlord is entitled to include in Operating Expenses on an amortized or installment basis, Landlord shall not bill to Tenant as part of Operating Expenses for which Landlord seeks reimbursement under Section 6.02 of this Lease, the cost or expenses of any item of Operating Expenses actually paid by Landlord more than three (3) years prior to the date Landlord seeks reimbursement for such item from Tenant.

ARTICLE 7 — Common Areas

     7.01. Except as may be otherwise expressly provided in this Lease and so long as Tenant is not in default under this Lease beyond any applicable cure or grace period, Landlord will operate, manage, equip, light, repair and maintain, or cause to be operated, managed, equipped,

lighted, repaired and maintained, the Common Areas for their intended purposes. Landlord reserves the right, at any time and from time to time, to construct within the Common Areas kiosks, fountains, aquariums, planters, pools and sculptures, and to install vending machines, telephone booths, benches and the like, provided same shall not unreasonably block or interfere with Tenant’s means of ingress or egress to and from the Demised Premises.

     7.02. So long as Tenant is not in default under this Lease beyond any applicable cure or grace period, Tenant and its subtenants and concessionaires, and their respective officers, employees, agents, customers and invitees, shall have the non-exclusive right, in common with Landlord and all others to whom Landlord has granted or may hereafter grant such right, but subject to the Rules and Regulations, to use the Common Areas. Landlord reserves the right, at any time and from time to time, to close temporarily all or any portions of the Common Areas when in Landlord’s reasonable judgment any such closing is necessary or desirable (a) to make repairs or changes or to effect construction, (b) to prevent the acquisition of public rights in such areas, (c) to discourage unauthorized parking, or (d) to protect or preserve natural persons or property. Landlord may do such other acts in and to the Common Areas as in its judgment may be desirable to improve or maintain same.

     7.03. Tenant agrees that it, any subtenant or licensee and their respective officers, employees, contractors and agents will park their automobiles and other vehicles only where and as permitted by Landlord. Tenant will, if and when so requested by Landlord, furnish Landlord with the license numbers of any vehicles of Tenant, any subtenant or licensee and their respective officers, employees and agents. Tenant shall be entitled to the use of two hundred fifty (250) parking spaces on the Land for the parking of automobiles of Tenant, its employees and customers, of which sixty-five (65) automobile parking spaces in the area marked in yellow on Exhibit F shall be designated for the exclusive use of Tenant and its customers and business invitees. Landlord aggress that during the term of this Lease Landlord shall not reserve those sixty-five (65) parking spaces marked in blue on Exhibit F for the exclusive use of any other tenant of the Building; provided however that nothing contained in the preceding clause of this sentence shall preclude the use of said spaces for non-exclusive unreserved parking.

ARTICLE 8 — Security

     8.01. (a) In the event Tenant deposits with Landlord any Security Deposit, the same shall be held as security for the full and faithful payment and performance by Tenant of Tenant’s obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of any of its obligations under this Lease, including, without limitation, the payment of Rent, Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent required for the payment of any Rent or any other sums as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect of any of Tenant’s obligations under this Lease, including, without limitation, any damages or deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply or retain the whole or any part of the security, Tenant shall upon demand immediately deposit with Landlord a sum equal to the amount so used, applied and

retained, as security as aforesaid. If Tenant shall fully and faithfully pay and perform all of Tenant’s obligations under this Lease, the Security Deposit or any balance thereof to which Tenant is entitled shall be returned or paid over to Tenant within thirty (30) days after the Expiration Date or sooner end or termination of this Lease with an explanation of the use of any amount not returned to Tenant. In the event of any sale or leasing of the Land, Landlord shall have the right to transfer the security to which Tenant is entitled to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return or payment thereof; and Tenant shall look solely to the new landlord for the return or payment of the same; and the provisions hereof shall apply to every transfer or assignment made of the same to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security, and neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. However, such transfer to the vendee or lessee of the Security Deposit shall be conditioned on (i) the Landlord providing written notice to Tenant of such transfer; and (ii) the written assumption by the vendee or lessee of the Building and of the obligations of the Landlord under this Lease and providing the Tenant with a copy of such document.

     8.01 (b). In lieu of the cash security required by this Lease, Tenant shall, unless at Landlord’s option on not less than fifteen (15) business days notice given on or after the Commencement Date (but not before the execution of this Lease by Landlord and Tenant) Landlord shall elect to require a cash security deposit, provide to Landlord an irrevocable transferable Letter of Credit not less than fifteen (15) business days after the Commencement Date which shall be in customary form acceptable to the issuing bank and conform to the then applicable requirements of the Uniform Customs and Practices for Documentary Credits in the amount of the Security Deposit substantially in form annexed hereto as Exhibit E with such changes as the issuing Bank may, subject to Landlord’s prior review and approval, reasonably require and issued by a financial institution reasonably acceptable to Landlord. Landlord hereby approves PNC Bank as the initial issuer of the Letter of Credit. Landlord shall have the right, upon written notice to Tenant (except that for Tenant’s non-payment of Rent or for Tenant’s failure to comply with Article 8.03, no such notice shall be required) and regardless of the exercise of any other remedy the Landlord may have by reason of a default, to draw upon said Letter of Credit to cure any default of Tenant or for any purpose authorized by Section 8.01(a) of this Lease and if Landlord does so, Tenant shall, upon demand, additionally fund the Letter of Credit with the amount so drawn so that Landlord shall have the full deposit on hand at all times during the Term of the Lease and for a period of thirty (30) days’ thereafter. In the event of a sale of the Land or the Building or a master lease of the Building subject to this Lease, Landlord shall have the right to transfer the security to the vendee or lessee. However, such transfer to the vendee or lessee of the Letter of Credit shall be conditioned on (i) the Landlord providing written notice to Tenant of such transfer; and (ii) the delivery to Tenant a written assumption of Lease by the vendee or lessee of the Land or the Building and of the obligations of the Landlord under this Lease.

     8.02. The Letter of Credit shall expire not earlier than thirty (30) days after the Expiration Date of this Lease. Upon Landlord’s prior consent, the Letter of Credit may be of the type which is automatically renewed on an annual basis (Annual Renewal Date), provided however, in such event Tenant shall maintain the Letter of Credit and its renewals in full force and effect during

the entire Term of this Lease (including any renewals or extensions) and for a period of thirty (30) days thereafter. The Letter of Credit will contain a provision requiring the issuer thereof to give the beneficiary (Landlord) sixty (60) days’ advance written notice of its intention not to renew the Letter of Credit on the next Annual Renewal Date.

     8.03. In the event Tenant shall fail to deliver to Landlord a substitute irrevocable Letter of Credit, in the amount stated above, on or before thirty (30) days prior to the next Annual Renewal Date, said failure shall be deemed a default under this Lease. Landlord may, in its discretion treat this the same as a default in the payment of Rent or any other default and pursue the appropriate remedy. In addition, and not in limitation, Landlord shall be permitted to draw upon the Letter of Credit as in the case of any other default by Tenant under the Lease.

     8.04. Provided Tenant is not then in default of its obligations under this Lease (beyond any applicable notice and cure period and Tenant timely cures any such default with such notice and cure period), and provided Tenant exercises its option to extend the Term of this Lease pursuant to Section R2 of the Rider to this Lease, Landlord shall consent to a reduction of the Security Deposit on the commencement date of the First Extended Period to an amount equal to two (2) months’ Fixed Rent at the rate in effect for the First Extended Period.

ARTICLE 9 — Subordination

     9.01. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to all ground leases and underlying leases of the Land and/or the Building now or hereafter existing and to all Superior Mortgages which may now or hereafter affect the Land and/or Building and/or any of such leases, whether or not such Superior Mortgages or Superior Leases shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such Superior Mortgages, and to all renewals, modifications, replacements and extensions of such Superior Leases and such Superior Mortgages and spreaders and consolidations of such Superior Mortgages. Landlord covenants and agrees to use commercially reasonable efforts deliver to Tenant within sixty (60) days of the date hereof a subordination, non-disturbance and attornment agreement (an “SNDA”) with regard to any existing Superior Leases or Superior Mortgages, and upon the placing of any new ground leases and underlying leases of the Land and/or the Building or new Mortgage as a condition of this Lease and the interest of the Tenant being subordinated to such new Mortgagee or new ground leases or underlying leases of the Land and/or the Building. Each such Superior Mortgagee and Superior Lessor shall expressly covenant, or each such Superior Mortgagee and Superior Lessor shall expressly provide, that so long as Tenant is not in default under this Lease beyond the applicable cure or grace period, Tenant’s quiet possession of the Demised Premises shall remain undisturbed, on the terms, covenants and conditions stated herein, whether or not the Superior Mortgage or Superior Lease is in default and notwithstanding any foreclosure or other action brought by the Superior Mortgagee or Superior Lessor. Landlord represents and warrants that as of the date hereof there are no Mortgages, ground leases or underlying leases of the Land and/or the Building affecting the Demised Premises currently except as set forth on Exhibit G and H. Provided that Landlord complies with the requirements of this section, Tenant agrees to comply

with reasonable requests for execution of documentation to confirm its subordination of its leasehold interest.

     9.02. If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right until (i) it has given written notice of such act or omission to Landlord and each Superior Mortgagee and each Superior Lessor whose name and address shall previously have been furnished to Tenant (“Tenant’s Notice”); and (ii) has given Landlord, Superior Mortgagee, and Superior Lessor a reasonable amount of time to cure such default as set forth below. Within fifteen (15) days of receipt of Tenant’s Notice, Landlord, Superior Mortgagee, or Superior Lessor, as the case may be, shall provide written notice to the Tenant of its intention to cure such default (the “Superior Notice”). Such default shall be cured within fifteen (15) days from the date of the Superior Notice or shall have been commenced within such fifteen (15) day period with evidence that the Landlord, Superior Mortgagee or Superior Lessor, as the case may be, have commenced and are proceeding to cure such default with reasonable diligence.

     9.03. If any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease except that the Successor Landlord shall not (a) be liable for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not expressly provided for in this Lease, which theretofore shall have accrued to Tenant against Landlord; (c) be liable for the return of any Security Deposit, in whole or in part, to the extent that same is not paid over to the Successor Landlord; or (d) be bound by any previous modification of this Lease or by any previous prepayment of more than one month’s Fixed Rent or Additional Charges, unless such modification or prepayment shall have been expressly approved in writing by the Superior Lessor of the Superior Lease or the Mortgagee of the Superior Mortgage through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease with the exception that in the event Tenant pays more then one month’s Operating Expenses or Real Estate Taxes in advance to the Landlord, then the Successor Landlord shall give the Tenant credit for such advance payments.

     9.04. If any then present or prospective Superior Mortgagee shall require any modification(s) of this Lease, Tenant shall promptly execute and deliver to Landlord such instruments effecting such modification(s) as Landlord shall request, provided that such modification(s) do not adversely affect in any material respect any of Tenant’s rights and obligations under this Lease, including but not limited to increasing the obligations of the Tenant with regard to the Fixed Rent, Additional Charges, or other financial obligations of the Tenant.

ARTICLE 10 — Quiet Enjoyment

     10.01. So long as Tenant pays all of the Rent and performs all of Tenant’s other obligations hereunder, Tenant shall peaceably and quietly have, hold and enjoy the Demised Premises without hindrance, ejection or molestation by Landlord or any person lawfully claiming through or under Landlord, subject, nevertheless, to the provisions of this Lease.

ARTICLE 11 — Assignment, Subletting and Mortgaging

     11.01. Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise, (a) assign or otherwise transfer this Lease, or offer or advertise to do so, (b) sublet the Demised Premises or any part thereof, or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant, or (c) mortgage, pledge, encumber or otherwise hypothecate this Lease in any manner whatsoever, without in each instance obtaining the prior written consent of Landlord except as expressly set forth herein. However, Landlord recognizes that Tenant is a government contractor which is required by federal law to have inspections by the Department of Defense before shipping its products and that officials from the Department of Defense and its customers, also Department of Defense contractors, regularly will use offices within the Demised Premises. Landlord herby expressly consents to the Department of Defense and Tenant’s customers using the Demised Premises provided such usage, is at no cost or expense to Landlord, is subject to compliance by Tenant at Tenant’s sole cost and expense with all applicable Legal Requirements, and does not involve any payments to the Tenant for the use or occupancy of all or any portion of the Land, the Building or the Demised Premises and is expressly for the business purposes of the Tenant. Government officials having business with Tenant on the Demised Premises and customers of Tenant shall be deemed business invitees of Tenant and not subtenants or licensees for purposes of this Article 11 (except to the extent that such government officials or customers also have entered into a sublease or license with Tenant).

     Landlord agrees not to unreasonably withhold or delay its consent to the subletting of the Demised Premises or an assignment of this Lease. In determining reasonableness, Landlord may take into consideration all relevant factors surrounding the proposed sublease and assignment, including, without limitation, the following: (i) the business reputation of the proposed assignee or subtenant and its officers or directors in relation to the other tenants or occupants of the Building or any other property owned or managed by Landlord or its affiliates; (ii) the nature of the business and the proposed use of the Demised Premises by the proposed assignee or subtenant in relation to the other tenants or occupants of the Building or other properties owned by Landlord or its affiliates; (iii) whether the proposed assignee or subtenant is then a tenant (or subsidiary, affiliate or parent of a tenant) of other space in the Building, or any other property owned or managed by Landlord or its affiliates; (iv) the financial condition of the proposed assignee or subtenant; (v) restrictions, if any, contained in leases or other agreements affecting the Building or the Land or any other property owned or managed by Landlord or its affiliates; (vi) the effect that the proposed assignee’s or subtenant’s occupancy or use of the Demised Premises would have upon the operation and maintenance of the Building or any other property owned or managed by Landlord or its affiliates; (vii) the extent to which the proposed assignee or subtenant and Tenant provide Landlord with assurances reasonably satisfactory to Landlord as

to the satisfaction of Tenant’s obligations hereunder. In any event, at no time shall there be more than two (2) subtenants of the Demised Premises permitted (i.e. three occupants inclusive of Tenant).

     In the event the Demised Premises are sublet or this Lease is assigned, Tenant shall pay to Landlord as an Additional Charge the following amounts (the Additional Charges payable hereunder being referred to sometimes herein as the “Excess Amount”), if any: (i) in the case of an assignment, an amount equal to fifty percent (50%) of the amount, if any, by which all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment exceeds the Permitted Expenses (as hereinafter defined) and (ii) in the case of a sublease, fifty percent (50%) of the amount, if any, by which any rents, additional charge or other consideration payable by the subtenant exceed the Fixed Rent and Additional Charges payable under this Lease during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof after recoupment (from such rents, additional charges or other consideration) of all Permitted Expenses (as hereinafter defined); provided however that the Excess Amount shall not be less than zero. As used herein the term “Permitted Expenses” shall mean the actual reasonable out of pocket expenses incurred by Tenant in connection with such assignment or subletting, as substantiated by Tenant, in writing, to Landlord’s reasonable satisfaction, for, a reasonable brokerage fee, reasonable legal fees of Tenant specifically for negotiating and preparing such sublease or assignment, and the reasonable cost and expense of any work performed in the Demised Premises by Tenant specifically for such subletting or assignment as the case may be, but not including any expenditures for Tenant’s Work or Tenant’s Property.

     Tenant shall not be required to obtain Landlord’s consent to an assignment or sublease to an Affiliate of Tenant or to a transaction expressly permitted without Landlord’s consent pursuant to Section 11.02 hereof, provided however that Tenant shall be required to comply with the notice and other provisions of this Article 11 (including but not limited to Section 11.02 where applicable) with respect to such assignment or sublease. The Tenant shall not be required to pay the Excess Amount with respect to any assignment or sublease to an Affiliate of Tenant or with respect to a transaction expressly permitted without Landlord’s consent pursuant to Section 11.02 hereof. Notwithstanding anything contained herein to the contrary Tenant shall not form or sublet, assign or transfer to a Tenant Affiliate, or merge, consolidate or enter into any transaction covered by Section 11.02 hereof for the principal or primary purpose of evading the Excess Amount payments otherwise required hereunder, or the restrictions on subletting, assignment or transfer otherwise provided in this Lease (such assignment, subletting, transfer, merger, consolidation or transaction being referred to herein as an “Evasion Transfer”); in the event of any such Evasion Transfer Tenant shall be required to comply with Excess Amount provisions and the restrictions on subletting, assignment and transfer otherwise provided in this Article 11 (including, but not limited to Landlord’s recapture rights pursuant to section 11.08) as if such subtenant, assignee or transferee were not an Affiliate of Tenant or such transaction were not permitted pursuant to Section 11.02 hereof. As used herein the phrases “Affiliate of Tenant” and “Tenant Affiliate” shall mean any entity which is fifty percent or more (50%) owned by Tenant or of which Tenant owns fifty (50%) percent or more or which is fifty (50%) percent or more owned by a Person who owns fifty (50%) percent or more of Tenant (including but not limited to such ownership resulting from merger or consolidation). For purposes of the

immediately preceding sentence “owned” and “owns” shall mean ownership of the voting stock (if a corporation), partnership interest (if a partnership) or membership interest (if a limited liability company).

     11.02. If at any time (a) the original Tenant named herein, (b) the then Tenant, (c) any Guarantor, or (d) any Person owning a majority of the voting stock of, or directly or indirectly controlling, the then Tenant shall be a corporation or partnership, or other legal entitiy, any transfer of voting stock or other interest resulting in the person(s) who shall have owned a majority of such corporation’s shares of voting stock or the general partners’ interest in such partnership, the membership interest in any limited liability company or other ownership interest in any other form of legal entity as the case may be, immediately before such transfer, ceasing to own a majority of such shares of voting stock or general partner’s interest, membership interest or other ownership interest as the case may be, except as the result of transfers by inheritance or among existing shareholders or among general partners, or among existing members shall be deemed to be an assignment of this Lease as to which Landlord’s consent shall have been required, and in any such event Tenant shall notify Landlord. Except for any Evasion Transfer, the provisions of this Article 11.02 shall not be applicable to any corporation or any other legal entity whose stock is listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as amended) or is traded in the over-the-counter market with quotations reported by the National Association of Securities Dealers through its automated system for reporting quotations and shall not apply to transactions with a corporation or other legal entity into or with which the then Tenant is merged or consolidated or to which substantially all of the then Tenant’s assets are transferred or to any corporation or other legal entity which controls or is controlled by the then Tenant or is under common control with the then Tenant, provided that in any of such events (i) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant at the time of such merger, consolidation or transfer, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to Landlord at least thirty (30) days after the effective date of any such transaction. For the purposes of this Article, the words “voting stock” shall refer to shares of stock or other legal form of ownership regularly entitled to vote for the election of directors of the corporation or, if applicable the managers, trustees or directors of such other legal entity. Landlord shall have the right at any time and from time to time during the Term to inspect the stock record books of the corporation or, if applicable or similar ownership records of any other legal entity to which the provisions of this Article 11.02 apply, and Tenant will produce the same on request of Landlord.

     11.03. If this Lease is assigned, whether or not in violation of this Lease, Landlord may collect rent from the assignee. If the Demised Premises or any part thereof are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may, after default by Tenant, and expiration of Tenant’s time to cure such default, collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to the Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of Article 11.01 or Article 11.02, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of Tenant’s obligations under this Lease. The consent by Landlord to any assignment, mortgaging, subletting or use or occupancy by others shall not in any way be considered to relieve Tenant

from obtaining the express written consent of Landlord to any other or further assignment, mortgaging or subletting or use or occupancy by others not expressly permitted by this Article 11. References in this Lease to use or occupancy by others (that is, anyone other than Tenant) shall not be construed as limited to subtenants and those claiming under or through subtenants but shall be construed as including also licensees and others claiming under or through Tenant, immediately or remotely.

     11.04. Any permitted assignment or transfer, whether made with Landlord’s consent pursuant to Section 11.01 or without Landlord’s consent if permitted by Section 11.02, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume Tenant’s obligations under this Lease and whereby the assignee shall agree that all of the provisions in this Article 11 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect to all future assignments and transfers. Notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Rent by Landlord from an assignee, transferee, or any other party, the original Tenant and any other person(s) who at any time was or were Tenant shall remain fully liable for the payment of the Rent and for Tenant’s other obligations under this Lease.

     11.05. The liability of the original named Tenant and any other Person(s) (including but not limited to any Guarantor) who at any time are or become responsible for Tenant’s obligations under this Lease shall not be discharged, released or impaired by any agreement or stipulation made by Landlord extending the time of, or modifying any of the terms or obligations under this Lease, or by any waiver or failure of Landlord to enforce, any of this Lease.

     11.06. The listing of any name other than that of Tenant, whether on the doors of the Demised Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Demised Premises, nor shall it be deemed to be the consent of Landlord to any assignment or transfer of this Lease or to any sublease of the Demised Premises or to the use or occupancy thereof by others. Notwithstanding anything contained in this Lease to the contrary, Landlord shall have the absolute right to withhold its consent to an assignment or subletting to a Person who is otherwise a tenant or occupant of the Building, or of a building owned or managed by Landlord or its affiliated entities within three (3) miles of the Land. Tenant shall not place any for rent or similar signs on the Land, the Building or the exterior areas of the Demised Premises. Tenant may advertise in a newspaper with respect to any permitted assignment or sublease hereunder, and may list, at Tenant’s sole cost and expense (and at no cost or expense or liability to Landlord), such subletting or assignment with a broker, provided that neither the address of the Demised Premises nor any reference to Landlord or its affiliates is included in any such advertising by Tenant or such broker.

     11.07. Without limiting any of the provisions of Article 27, if pursuant to the Federal Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate assurance of future performance by an assignee expressly permitted under such Code shall be deemed to mean the deposit of cash security in an amount equal to the sum of one (1)

year’s Fixed Rent plus an amount equal to the Additional Charges for the Calendar Year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the Term, without interest, as security for the full performance of all of Tenant’s obligations under this Lease, to be held and applied in the manner specified for security in Article 8.

     11.08. Except with respect to assignments, subleases or occupancies permitted without Landlord’s consent pursuant to Section 11.01 and except for transfers permitted without Landlord’s consent pursuant to Section 11.02, if Tenant shall propose to assign or in any manner transfer this Lease or any interest therein, or sublet the Demised Premises or any part or parts thereof, or grant any concession or license therein, Tenant shall give notice thereof to Landlord, together with a copy of the proposed instrument that is to accomplish same and such financial and other information pertaining to the proposed assignee, transferee, subtenant, concessionaire or licensee as Landlord shall reasonably require; provided however that with respect to any assignments, subleases or occupancies permitted without Landlord’s consent pursuant to Section 11.01 and for transfers permitted without Landlord’s consent pursuant to Section 11.02, Tenant shall within five (5) business days after such assignment, sublease, occupancy or transfer, provide Landlord with written notice thereof and with a copy of the instrument accomplishing same and such financial and other information pertaining to the proposed assignee, transferee, subtenant, concessionaire or licensee as Landlord shall reasonably require. Except with regard to any assignment, sublease, license, occupancy or transfer expressly permitted hereunder without Landlord’s prior written consent, Landlord may, in addition to Landlord’s right to give or withhold consent, terminate this Lease with respect notice given to Tenant within thirty (30) days after receipt of said proposed instrument and financial and other information, and upon the date specified in such notice, which date shall be not less than 30 days and not more than 60 days after the giving of said notice, this Lease shall terminate; provided however that with respect to a proposed sublet of less than fifty (50%) percent of the Floor Space of the Demised Premises, this Lease shall only be terminated as to such portion of the Demised Premises which is the subject of the proposed sublease. In the event the Landlord advises the Tenant that it wishes to terminate the Lease (or that Landlord wishes to terminate this Lease with respect to a portion of the Demised Premises in the case of a proposed sublease), the Tenant shall have the right to withdraw its request for the Landlord’s consent by providing the Landlord with written notice within fifteen (15) business days after the Landlord has notified the Tenant of its election to terminate. If Landlord does not terminate this Lease, and (if Landlord consents to the subject transaction or if Landlord’s consent is not required to same) if Tenant does not consummate the subject transaction within 120 days after the last day on which Landlord might have so terminated this Lease as a result of such transaction, Tenant shall again be required to comply with the provisions of this Section 11.08 in connection with any such transaction as if the notice by Tenant referred to above in this Section 11.08 had not been given. Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated to entertain or consider any request by Tenant to consent to any proposed assignment of this Lease or sublet of all or any part of the Demised Premises unless each request by Tenant is accompanied by a non-refundable fee payable to Landlord in the amount of Five Hundred Dollars ($500.00) to cover Landlord’s administrative costs and expenses incurred in processing each of Tenant’s requests. Neither Tenant’s payment nor Landlord’s acceptance of the foregoing fee shall be construed to impose any obligation whatsoever upon Landlord to consent to Tenant’s request.

ARTICLE 12 — Compliance with Laws

     12.01. Tenant shall comply with all Legal Requirements which shall, in respect of the Demised Premises or the use and occupation thereof, or the abatement of any nuisance in, on or about the Demised Premises, impose any violation, order or duty on Landlord or Tenant; and Tenant shall pay all the costs, expenses, fines, penalties and damages which may be imposed upon Landlord or any Superior Lessor by reason of or arising out of Tenant’s failure to fully and promptly comply with and observe the provisions of this Section 12.01. However, Tenant need not comply with any such law or requirement of any public authority so long as Tenant shall be contesting the validity thereof, or the applicability thereof to the Demised Premises, in accordance with Section 12.02.

     12.02. Tenant may contest, by appropriate proceedings prosecuted diligently and in good faith, the validity, or applicability to the Demised Premises, of any Legal Requirement, provided that (a) Landlord shall not be subject to criminal penalty or to prosecution for a crime or offense, and neither the Demised Premises nor any part thereof shall be subject to being condemned or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) before the commencement of such contest, Tenant shall furnish to Landlord either (i) the bond of a surety company satisfactory to Landlord, which bond shall be, as to its provisions and form, satisfactory to Landlord, and shall be in an amount at least equal to 125% of the cost of such compliance (as estimated by a reputable contractor designated by Landlord) and shall indemnify Landlord against the cost thereof and against all liability for damages, interest, penalties and expenses (including reasonable attorneys’ fees and expenses), resulting from or incurred in connection with such contest or non-compliance, or (ii) other security in place of such bond satisfactory to Landlord; (c) such non-compliance or contest shall not constitute or result in any violation of any Superior Lease or Superior Mortgage, or if any such Superior Lease and/or Superior Mortgage shall permit such non-compliance or contest on condition of the taking of action or furnishing of security by Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord advised as to the status of such proceedings. Without limiting the application of the above, Landlord shall be deemed subject to prosecution for a crime or offense if Landlord, or its managing agent, or any officer, director, partner, shareholder or employee of Landlord or its managing agent, as an individual, is charged with a crime or offense of any kind or degree whatsoever, whether by service of a summons or otherwise, unless such charge is withdrawn before Landlord or its managing agent, or such officer, director, partner, shareholder or employee of Landlord or its managing agent (as the case may be) is required to plead or answer thereto.

     12.03. In the event Tenant, in writing, requests the right to pursue an appeal of the Real Estate Taxes with respect to the Property, Landlord shall not unreasonably withhold its consents to the such appeal by Tenant. If Landlord’s consent is granted, Tenant, at no cost or expense to Landlord, may file and pursue, at Tenant’s sole cost and expense such Real Estate Tax appeal. Provided Tenant is not in default of its obligations under this Lease beyond any applicable notice or cure period, Landlord hereby consents to Tenant, at no cost or expense to Landlord, filing an appeal with respect to any added assessment for Tenant’s Work for which Tenant only is

responsible (an “Added Assessment Appeal”), upon not less than thirty (30) days prior written notice to Landlord. Landlord shall have the right, but not the obligation, to have its counsel join in or monitor any such Real Estate Tax appeal or Added Assessment Appeal (any such appeal or similar contest being collectively or individually referred herein as a “Tax Appeal”) as co-counsel at the cost and expense of Landlord. If Tenant cannot proceed in its own name, Landlord shall permit Tenant to proceed in Landlord’s name and Landlord shall execute all documents required thereby and promptly return the same to Tenant. If either party shall prosecute a Tax Appeal, the other party will cooperate and furnish any pertinent information in its files reasonably required by the prosecuting party. In the event any Tax Appeal is filed or prosecuted by Tenant, Tenant shall indemnify and hold Landlord harmless from all loss, damage, cost, liability and expense (including but not limited to attorney’s fees and experts fees and including but not limited to any increase in Real Estate Taxes resulting from any counterclaim or loss of such Tax Appeal) arising from or incurred in connection with such Tax Appeal. Tenant shall provide Landlord with copies of all filings and all appraisal reports and discovery obtained in connection with any Tax Appeal filed by Tenant. Landlord reserves the right, but not the obligation, to prosecute any Tax Appeal itself (except an Added Assessment Appeal which Tenant shall have the sole right to prosecute) and in such event may require Tenant to withdraw any appeal filed by Tenant (except an Added Assessment Appeal). Any engagement or retainer agreement entered into by Tenant with any attorney, consultant or expert with respect to such appeal shall be subject to the prior review and reasonable approval of Landlord (any such approval not to be construed as obligating Landlord with respect to such agreement but Landlord shall not unreasonably withhold its consent if such terms are usual and customary in tax appeal matters). If any cash payment refund is received or credit issued as a result of such Tax Appeal proceedings the party herein paying the legal fees, experts fees, and related costs of such proceeding shall be entitled to reimbursement from such cash payment or credit for its legal fees, experts fees, and related costs incurred as a result of pursuing such proceeding. In the event a Tax Appeal is successful and a credit or refund is received by the Landlord for any period during which the Tenant paid Real Estate Taxes, the Tenant shall be entitled to refund of its Tenant’s Fraction of the refund after the payment of all legal fees, experts fees and costs of the appeal or a credit toward Real Estate Taxes due under this Lease. The obligation to pay such refund or credit to Tenant shall survive the termination of this Lease. Landlord shall endeavor to provide notice to Tenant of any Added Assessment within ten (10) business days after Landlord’s receipt of written notice of such Added Assessment from the Township of Hanover; provided however that failure of Landlord to provide such notice to Tenant shall not be a default by Landlord or entitle Tenant to any damages or claim against Landlord for or arising from any such failure.

     12.04. Tenant shall comply with Environmental Laws applicable to the Demised Premises. Tenant shall not cause or permit the escape, disposal or release (hereinafter “Discharge”) of any Hazardous Substance in violation of any applicable Environmental Laws. Except as set forth below, Tenant (i) shall comply with all environmental engineering controls and restrictions, if any, in effect or hereafter affecting the Land, (ii) shall not allow the storage or use of Hazardous Substances in any manner not sanctioned by Environmental Laws, and (iii) shall not allow to be brought onto the Building or the Land any Hazardous Substances except in compliance with Environmental Laws.

     12.05 Tenant represents that the NAICS code number applicable to Tenant’s operations (336413) will subject the Demised Premises and any other structures, vessels, or contrivances that provide, or are utilized for, Hazardous Substances to or from the Demised Premises to the requirements of ISRA (“ISRA Premises”). Tenant agrees that it shall promptly inform Landlord of any change in its NAICS number or the nature of the business to be conducted on the ISRA Premises.

     12.06 Subject to Sections 12.11 and 12.12, Tenant expressly covenants and agrees to (a) fully comply with the provisions of ISRA at any time that any action of the Landlord (due to the nature of Tenant’s operations) or Tenant triggers the applicability of ISRA, including paying all filing fees and costs associated with ISRA compliance, retaining consultants and attorneys to assist it in complying with ISRA and paying for New Jersey Department of Environmental Protection (“NJDEP”) required investigations and remediation (such fees and costs associated with ISRA or any other Environmental Laws being referred to collectively herein as “Compliance Costs”) and (b) to provide Evidence of Compliance (as defined below) to the Landlord.

     12.07 Evidence of Compliance, as used herein, shall mean (i) a letter setting forth a specific regulatory exemption from ISRA, (ii) a De Minimus Quantity exemption from NJDEP, (iii) any other exemption then available under ISRA or (iv) a “no further action letter” (or its equivalent or replacement pursuant to amended statutes/regulations).

     12.08. Evidence of Compliance shall be delivered to the Landlord, together with copies of all final submissions made to, and received from, the NJDEP, including all environmental reports, test results and other supporting documentation.

     12.09 Landlord shall be given not less than ten (10) days prior written notice and opportunity to review and comment upon any documents Tenant plans to submit to the NJDEP in connection with its ISRA obligation. No later than ten (10) days thereafter, Tenant shall provide Landlord with written notice in the event Tenant disagrees with any of Landlord’s comments. Subject to compliance with the terms of this Lease, including but not limited to Article 12, Tenant shall have reasonable discretion regarding whether and to what extent Landlord’s comments shall be included in Tenant’s final submission to NJDEP (provided however that Tenant shall include Landlord’s comments with respect to any matter for which Landlord may have any responsibility or liability). In the event any meetings are held at NJDEP concerning the ISRA Premises, Landlord shall be given prior notice of and be invited to attend those meetings, but Landlord and Tenant each covenants to the other and agrees that the communication of any their respective positions to the NJDEP shall be done in a manner and in substance consistent with the provisions of this Lease, including but not limited to Article 12 hereof.

     12.10 Whether or not revealed by an ISRA triggering event, in the event that any investigation or remediation of the ISRA Premises is required because of a Discharge after the execution of this Lease, and that Discharge was caused by Tenant or Tenant’s agents, employees, contractors or invitees, Tenant expressly covenants and agrees that it shall be responsible for Compliance Costs with respect to that Discharge.

     12.11 In the event that any investigation or remediation of the Demised Premises is required because of a Discharge on the Demised Premises after the execution of this Lease, whether or not revealed by an ISRA triggering event, and that Discharge was caused by a person or entity other than Tenant, or Tenant’s agents, employees, contractors or invitees, or Landlord or Landlord’s agents, employees, contractors or invitees, Landlord expressly covenants and agrees that it shall initially be responsible for paying all Compliance Costs with respect to such Discharge; provided however that 50% of the costs and expenses thereof together with interest thereon at the rate of 6% per annum shall be included in Operating Expenses and amortized over the remaining term of this Lease (or any extensions exercised by Tenant before payment in full of amount due to Landlord) for which Tenant shall pay Tenant’s Fraction thereof.

     12.12 In the event there is an ISRA triggering event and remediation of the ISRA Premises is required because of a Discharge prior to the execution of this Lease, Landlord covenants and agrees that it shall assume (including the rights and obligations given to Tenant under Sections 12.08 and 12.09) and be responsible for all Compliance Costs with respect to that Discharge and Tenant shall have no ISRA obligations other than paying to Landlord the cost of the investigation and delineation of the Discharge, not to exceed $25,000. If the Tenant has expended more than $25,000 toward investigation and delineation of a Discharge for which Landlord has Compliance Cost obligations, Landlord shall reimburse Tenant for said overages within thirty (30) days of receipt of a written notification from Tenant accompanied by appropriate backup. Interest on any amounts unpaid by Landlord within thirty (30) days of receipt of the required documentation shall accrue at 6% per annum. If there is no ISRA triggering event, but remediation is required because of a Discharge prior to the execution of this Lease or a Discharge caused by Landlord or its agents, employees, contractors or invitees, Landlord is responsible for all Compliance Costs without recourse to or payment from Tenant.

     12.13 In the event that Landlord’s remedial obligation pursuant to Sections 12.11 or 12.12 has a materially adverse affect (which eventuality Landlord and Tenant shall use commercially reasonable efforts to avoid) on Tenant’s engineering, testing or assembling operations, then being conducted at the Demised Premises as a material and indispensable part of Tenant’s operations at the Demised Premises, such that these operations can no longer be performed on the Demised Premises, Tenant shall have the right and option of terminating this Lease, upon not less than sixty (60) days written notice written notice to Landlord, given not earlier than Landlord’s initiation of remediation on the Demised Premises; provided however that Landlord shall have the right (but not the obligation) to nullify such termination notice in the event, prior to the expiration of said sixty (60) day notice period, Landlord either restores the use of the Demised Premises to Tenant for such operations or Landlord provides to Tenant reasonably suitable substitute space at no additional cost to Tenant (provided Landlord agrees to be responsible for the reasonable and necessary costs of Tenant moving to, preparing, improving, or altering the other space to make same suitable for Tenant’s operation) until such operations can be restored to the Demised Premises. In the event Tenant elects not to so terminate the Lease, the Fixed Rent Operating Expenses and Real Estate Taxes shall be abated for that portion of the Demised Premises made unusable, until such time as the Demised Premises becomes usable or suitable substitute premises are provided, whichever occurs first, together with any reasonable costs and expenses incurred by Tenant in enforcing Landlord’s obligations under this Article.

     12.14 If Tenant or its agents, employees, contractors or invitees have caused a Discharge, Tenant shall be obligated, at Tenant’s sole cost and expense, to cleanup and remediate such Discharge to a NJDEP unrestricted use standard; provided however that if contaminants at the Demised Premises exceed the NJDEP unrestricted use standard as a result of the continued presence of levels of contamination existing on the ISRA Premises prior to the date of this Lease in excess of NJDEP unrestricted use standards, or as a result of levels of contamination from a Discharge for which Landlord is responsible pursuant to Section 12.11 or 12.12 in excess of NJDEP unrestricted use standards, Tenant shall be permitted to remediate the Discharge caused by Tenant or its agents, employees, contractors or invitees on the ISRA Premises to a NJDEP restricted use standard, utilizing engineering and institutional controls as defined in N.J.A.C. 7:26E-1.8 and, as necessary, using a Classification Exception Area for groundwater (“CEA”). In the event Tenant is permitted to remediate to a NJDEP restricted use standard as provided above and as a result thereof a deed notice is necessary, Landlord shall execute, acknowledge and deliver the deed notice to Tenant and Tenant shall record the deed notice at Tenant’s cost and expense. In the event such deed notice is required as a result of the levels of contamination existing on the ISRA Premises prior to the date of this Lease, in excess of NJDEP unrestricted use standards, or as a result of a levels of contamination from a Discharge for which Landlord is responsible pursuant to Section 12.11 or 12.12 in excess of NJDEP unrestricted use standards, Landlord shall have the obligation to maintain the controls set forth in the deed notice on an ongoing basis and to provide all necessary follow up reports to the NJDEP. To the extent Landlord elects, in its sole discretion, to permit Tenant to cleanup or remediate to a NJDEP restricted use standard, Tenant shall have the obligation to maintain the controls set forth in the deed notice on an ongoing basis and to provide all necessary follow up reports to the NJDEP; provided however that to the extent such controls and reports are required by Environmental Laws after the expiration or earlier termination of this Lease, Tenant shall be obligated to reimburse Landlord for the cost of maintenance and reporting with respect to such controls after the expiration or earlier termination of this Lease. Tenant’s obligations under this Article 12 shall survive the expiration or termination of this Lease.

     12.15 Prior to and, if necessary, subsequent to the Expiration Date, Landlord shall provide Tenant with access to the ISRA Premises in accordance with the terms of the Environmental Access Agreement attached as Exhibit K. Tenant’s obligation to comply with ISRA may be satisfied prior to the expiration or after the termination of this Lease Agreement; provided that to the extent any part of the ISRA Premises is not useable by Landlord upon expiration of the Term or sooner termination of this Lease, for which Landlord has no Compliance Cost obligations, Tenant shall be deemed a holdover and shall pay Rent with respect to such unusable portion in accordance with the terms of Section 24.02 of this Lease Agreement.

     12.16 Both the Tenant and Landlord agree that they shall, subject to the terms of this Lease, cooperate with each other and assist one another in complying with ISRA and any other applicable compliance obligations with respect to Environmental Laws, including providing and reasonably executing any document, to the extent consistent with this Lease, in order to achieve ISRA compliance.

     12.17 The Tenant’s and Landlord’s obligations and covenants under this Article 12 shall survive the expiration or earlier termination of the lease term.

ARTICLE 13 — Insurance and Indemnity

     13.01. Landlord shall maintain or cause to be maintained All Risk insurance for full replacement value, with such reasonable deductibles as Landlord may determine, in respect of the Building and other improvements on the Land normally covered by such insurance (except for the property Tenant is required to cover with insurance under Article 13.02 and similar property of other tenants and occupants of the Building or buildings and other improvements which are on land neither owned by nor leased to Landlord) for the benefit of Landlord, any Superior Lessors, any Superior Mortgagees and any other parties Landlord may at any time and from time to time designate, as their interests may appear, but not for the benefit of Tenant, and shall maintain rent insurance as required by any Superior Lessor or any Superior Mortgagee. The All Risk insurance shall cover the Tenant’s Work that the Tenant installs in the Demised Premises that become part of the Building and are not insurable by the Tenant as its personal property. In addition, the All Risk insurance will be in the amounts required by any Superior Lessor or any Superior Mortgagee but not less than the amount sufficient to avoid the effect of the co-insurance provisions of the applicable policy or policies. Landlord may also maintain any other forms and types of insurance which Landlord shall deem reasonable in respect of the Building and Land. Landlord shall have the right to provide any insurance maintained or caused to be maintained by it under blanket policies.

     13.02. Tenant shall maintain the following insurance: (a) commercial general liability insurance in respect of the Demised Premises and the conduct and operation of business therein, having a limit of liability not less than a $5,000,000. per occurrence for bodily injury or property damage coverage to include but not be limited to premises/operations, completed operations, contractual liability and product liability, (b) automobile liability insurance covering all owned, hired and non-owned vehicles used by the Tenant in connection with the premises and any loading or unloading of such vehicles, with a limit of liability not less than $2,000,000 per accident and (c) worker’s compensation and employers liability insurance as required by statutes, but in any event not less than $500,000 for Employers Liability; (d) All Risk insurance in respect of loss or damage to Tenant’s stock in trade, fixtures, furniture, furnishings, removable floor coverings, equipment, signs and all other property of Tenant in the Demised Premises in an amount equal to the full replacement value thereof as same might increase from time to time or such higher amount as either may be required by the holder of any fee mortgage, or is necessary to prevent Landlord and/or Tenant from becoming a co-insurer. Such insurance shall include coverage for property of others in the care, custody and control of Tenant in amounts sufficient to cover the replacement value of such property, to the extent of Tenant’s liability therefor; and (e) such other insurance as Landlord may reasonably require. Landlord may at any time and from time to time require that the limits for the general liability insurance to be maintained by Tenant be increased to the limits that new tenants in the Building are required by Landlord to maintain. Tenant shall deliver to Landlord and any additional insured(s) certificates for such fully paid-for policies upon execution hereof. Tenant shall procure and pay for renewals of such insurance from time to time, and Tenant shall deliver to Landlord and any additional insured(s) certificates therefor prior to the expiration of any existing policy. All such policies shall be

issued by companies acceptable to Landlord, having a Bests Rating of not less than A, Class VII (or an equivalent S&P rating if requested by Landlord), and licensed to do business in New Jersey or, subject to Landlord’s consent which consent shall not be unreasonably withheld, an eligible surplus lines insurer in New Jersey, and all such policies shall contain a provision whereby the same cannot be canceled unless Landlord and any additional insured(s) are given at least thirty (30) days’ prior written notice of such cancellation. The policies and certificates of insurance (such certificates to be on Acord form 27 or its equivalent) to be delivered to Landlord by Tenant pursuant to this Article 13.02 (other than workers compensation insurance) shall name Landlord as an additional insured and, at Landlord’s request, shall also name any Superior Lessors or Superior Mortgagees as additional insureds, and the following phrase must be typed on the certificate of insurance: “Hartz Mountain Industries, Inc., and its respective subsidiaries, affiliates, associates, joint ventures, and partnerships, and (if Landlord has so requested) Superior Lessors and Superior Mortgagees are hereby named as additional insureds as their interests may appear. It is intended for this insurance to be primary and non-contributing.” Tenant shall give Landlord at least thirty (30) days’ prior written notice that any such policy is being canceled or replaced.

     13.03. Tenant shall not do, permit or suffer to be done any act, matter, thing or failure to act in respect of the Demised Premises or use or occupy the Demised Premises or conduct or operate Tenant’s business in any manner objectionable to any insurance company or companies whereby the fire insurance or any other insurance then in effect in respect of the Land and Building or any part thereof shall become void or suspended or whereby any premiums in respect of insurance maintained by Landlord shall be higher than those which would normally have been in effect for the occupancy contemplated under the Permitted Uses. In case of a breach of the provisions of this Article 13.03, in addition to all other rights and remedies of Landlord hereunder, Tenant shall (a) indemnify Landlord and the Superior Lessors and hold Landlord and the Superior Lessors harmless from and against any loss which would have been covered by insurance which shall have become void or suspended because of such breach by Tenant and (b) pay to Landlord any and all increases of premiums on any insurance, including, without limitation, rent insurance, resulting from any such breach.

     13.04. Except as expressly provided in Article 12 of this Lease, Tenant shall indemnify and hold harmless Landlord and all Superior Lessors and its and their respective partners, joint venturers, directors, officers, agents, servants and employees from and against any and all claims arising from or in connection with (a) the Tenant’s or Tenant’s agents’, employees’, contractors’ or invitees’ conduct or management of the Demised Premises or the ISRA Premises or of any business therein, or any work or thing whatsoever done, or any condition created by Tenant or Tenant’s agents, employees, contractors or invitees including, but not limited to the Discharge of a Hazardous Substance (including but not limited to any period prior to the Commencement Date or after the Expiration Date or termination of this Lease that Tenant or its agents were given access to the Demised Premises or the ISRA Premises); (b) any act, omission or negligence of Tenant or any of its subtenants or licensees or its or their partners, joint venturers, directors, officers, agents, employees or contractors; (c) any accident, injury or damage whatever (unless caused solely by the negligence or intentional misconduct of Landlord’s or the negligence or intentional misconduct of Landlord’s agents, employees, contractors or invitees) occurring in the Demised Premises or the ISRA Premises during the Term or any period prior to the

Commencement Date or after the Expiration Date or termination of this Lease that Tenant or its agents were given access to the Demised Premises or the ISRA Premises; and (d) any breach or default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this Lease; together with all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon, including, without limitation, all reasonable attorneys’ fees and expenses; provided however that in no event shall Tenant or its agents or partners, joint ventures, directors, officers, or employees be responsible or liable for (and the forgoing indemnity and hold harmless excludes) any consequential damages. In case any action or proceeding is brought against Landlord and/or any Superior Lessor and/or its or their partners, joint venturers, directors, officers, agents and/or employees in connection with conduct or management of the Demised Premises or by reason of any claim referred to above, Tenant, upon notice from Landlord or such Superior Lessor, shall, at Tenant’s cost and expense, resist and defend such action or proceeding by counsel reasonably satisfactory to Landlord. Notwithstanding anything contained herein to the contrary, nothing contained herein shall be construed as relieving any insurer pursuant to any policy of insurance maintained by Landlord or Tenant or required to be maintained by Landlord or Tenant pursuant to this Lease from any obligation to defend and indemnify any party referred as being entitled to coverage thereunder pursuant to this Lease. The Tenant’s obligation under this Section 13.04 shall survive the expiration or earlier termination of this Lease.

     13.05 Except as expressly provided in Article 12 of this Lease, Landlord shall indemnify and hold harmless Tenant and its respective partners, joint venturers, directors, officers, agents, servants and employees from and against any and all claims arising from or in connection with (a) the Discharge of a Hazardous Substance into or on the Property or the Demised Premises or the ISRA Premises prior to the Term or caused solely by Landlord or Landlord’s agents, employees, contractors or invitees during the Term, (b) any act, omission or negligence of Landlord or any of its subtenants or licensees or its partners, joint venturers, directors, officers, agents, employees or contractors in the conduct or management of the Common Areas; (c) any accident, injury or damage whatever occurring in the Demised Premises if caused solely by the negligence or intentional misconduct of Landlord or Landlord’s agents, employees, contractors or invitees; and (d) any breach or default by Landlord in the full and prompt payment and performance of Landlord&