SECOND AMENDED AND RESTATED LEASE AGREEMENT

Exhibit 10.20

SECOND AMENDED AND RESTATED LEASE AGREEMENT

THIS SECOND AMENDED AND RESTATED LEASE AGREEMENT (this “ Lease ” ), is made as of the 26 ^th day of October, 2007 between 750 PARK PLACE REALTY CO., LLC, with offices at 750 Park Place, Long Beach, New York 11561 (the “ Landlord ” ), and B.J.K. INC., d/b/a Chem Rx, a with offices at 750 Park Place, Long Beach, New York 11561 (the “ Tenant ” ).

W I T N E S S E T H :

WHEREAS, by that certain lease, dated as of  May 1, 2002 (the “ Original Lease ” ), Tenant leased from Landlord the land described in Exhibit “ A ” (the “Land” ), together with all buildings and improvements located on the Land (including the fixtures located therein), as more fully described on the Site Plan attached hereto as Exhibit “ B ” (the “ Building ” ) and the parking areas (the “ Parking Areas ” ) located on the Land as more fully described on the Site Plan, and all rights and appurtenances thereto, and commonly known as 750 Park Place, Long Beach, New York (Collectively, the “ Premises ” ) for a term of five (5) years from May 1, 2002 through and including April 30, 2007;

WHEREAS, by that certain Lease Amendment (the “ First Amendment ” ), dated as of January 1, 2004, Landlord and Tenant extended the term of the Original Lease through and including December 31, 2012 (the Original Lease, as amended by the First Amendment, hereinafter referred to as the “ Existing Lease ” );

WHEREAS, by that certain Amended and Restated Lease Agreement, dated as of January 1, 2006, Landlord and Tenant amended and restated the Existing Lease in its entirety (the “ First Amended and Restated Lease ” );

WHEREAS, Landlord and Tenant desire to amend and restate the First Amended and Restated Lease in its entirety (so that the terms and conditions of the tenancy shall be governed by this Lease);

NOW, THEREFORE, Landlord and Tenant, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which Landlord and Tenant hereby acknowledge, hereby agree as follows:

1.                                        TERM/USE OF PREMISES/BASE RENT/ADDITIONAL RENT.

(a)                                   Term.  Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon the terms and conditions of this Lease for a term of fifteen (15) years (the “ Term ” ) to commence on January 1, 2006 (the “ Commencement Date ”) and to end on December 31, 2020 (the “ Expiration Date ” ), unless this Lease shall sooner terminate pursuant to any of the terms or conditions of this Lease or any applicable Laws (as defined in Paragraph 3 ). Tenant (or any subtenant or assignee of Tenant permitted hereunder) may use and occupy the Premises for any use, other than the Restrictions on Use (as defined in this Paragraph 1(a) ), permitted by applicable Laws (the “ Permitted Use ” ), subject to the prior written consent of Mortgagee (as defined in Paragraph 19 below) to the extent required under

any Mortgage Documents (as defined in Paragraph 19 below). Tenant shall have exclusive possession and use of the Parking Areas located on the Premises for the parking and temporary storage and other related uses of motor vehicles and industrial and other equipment. Tenant (or any subtenant or assignee of Tenant permitted hereunder) shall not, at any time, use or occupy the Premises or any part thereof: (i) in any manner that may (1) violate any certificate of occupancy for the Premises or (ii) constitute a violation of the Laws or the requirements of insurance bodies; or (ii) for a (1) racquet club, gymnasium, bowling alley, skating rink or other sports or recreational facility, movie theatre, banquet facility, dance hall, disco, nightclub, or other entertainment facility including video game, virtual reality or laser tag room or facility, pool hall, arcade, indoor children’s recreational facility, amusement park, carnival or other amusement center, (2) massage parlor, adult bookstore, a so-called “head” shop, off-track betting, gambling, gaming or check cashing facility, (3) car wash, automobile repair work or automotive service or gas station, tire store, automobile body shop, automobile, boat, trailer or truck leasing or sales, (4) funeral parlor, animal raising or storage, pawn shop, flea market or swap meet, or junk yard, (5) drilling for and/or removal of subsurface substances, dumping, disposal, incineration or reduction of garbage or refuse or (6) any use which in Landlord’s reasonable determination constitutes a public or private nuisance (collectively, “Restrictions on Use” ). Landlord agrees that Tenant’s use of the Premises as administrative and executive offices and as a warehouse in connection with Tenant’s pharmaceutical business shall not fall within any of the Restrictions on Use. Tenant shall provide Landlord with at least thirty (30) days prior written notice of any proposed change in the use of the Premises, which notice shall specify such proposed use of the Premises, and providing such further information as Landlord reasonably may require.

(b)                                   Base Rent.   Tenant shall pay base rent ( “Base Rent” ) to Landlord in equal monthly installments in advance on the first (1st) day of each calendar month and every calendar month during the Term in the amounts and for the periods set forth below:

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(c)                                   Additional Rent.   All rent (other than Base Rent), additional rent, sums, charges, expenses and costs identified in this Lease (collectively, “ Additional rent ” ; Base Rent and Additional Rent are collectively, “ Rent ” ) shall be paid to Landlord by Tenant as provided in this Lease. Landlord shall have the same remedies for a default in payment of Additional Rent as it has for a default in payment of Base Rent.

(d)                                   No Abatement.  Tenant shall pay the Rent when the same shall become due and payable, without demand therefore and without any abatement, deduction or set off whatsoever except as expressly provided in this Lease.

2.                                        MAINTENANCE/REPAIRS. Except as otherwise provided in his Lease, throughout the Term, Tenant shall, at its sole cost and expense, maintain, repair and replace, in good working order and condition, subject to normal and customary wear and tear and damage by casualty or condemnation, all components of the Premises, including, without limitation, (a) the Land and other exterior portions of the Premises, including, without limitation, the sidewalks, driveways, curbs, loading areas, Parking Areas (including paving, patching, striping, and lighting as necessary), lawns, and planting and other landscaped areas; (b) all non-structural and structural elements of the Building, including, without limitation, foundation, slab, exterior and interior structural and non-structural walls (including painting), structural supports and other load bearing superstructure, and roof  and roof structure; and (c) the fixtures, appurtenances and systems of the Premises, including, without limitation, HVAC, plumbing, electrical, sprinkler and mechanical systems of the Building, and the underground utility and sewer pipes and systems and drainage outside the exterior walls of the Building. Except as otherwise provided in this Lease, Tenant shall return the Premises to Landlord on the Expiration Date or earlier termination of this Lease in good order and condition, subject to normal and customary wear and tear and damage by casualty or condemnation. Notwithstanding anything to the contrary contained in this Lease, all capital replacement costs incurred by Tenant in connection with the satisfaction of Tenant’s obligations under this Paragraph 2 shall be equitably pro-rated between Landlord and Tenant over the economic life of the asset, and Landlord shall promptly reimburse Tenant for that portion of the cost of such asset attributable to that portion of the economic life remaining after the Expiration Date; provided that , Landlord has given its prior written approval of such capital replacement and the cost thereof; further provided that , (i) if, within ten (10) business days after Landlord’s receipt of Tenant’s request for Landlord’s approval of such capital replacement and the cost thereof, Landlord shall fail to deliver to Tenant, in writing, (A) Landlord’s approval or (B) Landlord’s reasonable objections to such request, stated with specificity, Tenant may, but shall not be obligated to, deliver to Landlord a second such written request, within twenty (20) business days after the first request, marked “SECOND TENANT REQUEST FOR LANDLORD APPROVAL” at the top of the first page of such request and in the subject line of any cover letter from Tenant accompanying such request; and (ii) Landlord’s

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failure to deliver to Tenant, in writing, (A) Landlord’s approval or (B) Landlord’s reasonable objections to such request, stated with specificity, within five (5) business days following Landlord’s receipt such second notice shall be a deemed approval of such proposed capital replacement and the cost thereof, so long as such capital replacement does not exceed the same or substantially similar quality and specifications of the component of the Premises that is the subject of such capital replacement; however , Tenant shall still be required to receive any Mortgagee’s written consent to the extent required under any Mortgage Documents. Tenant’s rights to reimbursement set forth under this Paragraph 2 shall survive the expiration or earlier termination of this Lease.

3.                                        REQUIREMENTS OF LAW.

(a)                                   Compliance With Laws.   Except as otherwise provided in this Lease, or arising from or relating to Hazardous Materials present, in, on, under or about the Premises prior to or on the date hereof, Tenant shall, at its sole expense, comply with all the laws, statutes, ordinances, orders, regulations, rules and requirements of every kind and nature relating to the Premises now or hereafter in effect of the federal, state, county, municipal or other governmental authorities and agencies and of the New York Board of Fire Underwriters, whether that be usual or unusual, ordinary or extraordinary, and whether they or any of them relate to structural changes or repairs (or non-structural changes or repairs) of whatever nature, or to charges or requirements incident to or as the result of any use, occupancy or ownership thereof (each a “Law” and collectively, “Laws” ) ; provided, however, that after prior written notice to Landlord, Tenant shall have the right to contest by appropriate legal proceedings diligently conducted in good faith, if necessary in the name of Landlord, but without cost or expense to Landlord, the validity or application of any Law affecting the Premises. Landlord may participate, at Tenant’s cost and expense, in any such contest of Laws which must be brought in the name of Landlord. Tenant shall promptly deliver a copy to Landlord of any written notice Tenant receives of the alleged violation of any Laws. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action of proceeding against Tenant, whether Landlord is a party thereto or not, that any such Law pertaining to the Premises has been violated, shall be conclusive of that fact as between Landlord and Tenant.

(b)                                   Hazardous Materials.  As used in this Lease, the term “ Hazardous Materials ” means any hazardous, dangerous or toxic substance, material or waste or any pollutant, contaminant or chemical that is or becomes regulated by any local governmental authority, any agency of the State of New York or any agency of the United States Government. The term “ Hazardous Materials ” includes, without limitation, any material, substance, pollutant, or contaminant that is (i) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. §1317), (ii) defined as “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903), (iii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. §9601), (iv) petroleum and any petroleum by-products, and (v) asbestos.

(c)                                   Tenant’s Hazardous Materials Obligations.   Tenant shall not, nor shall it permit its employees, agents, licensees, invitees, or contractors (collectively “ Tenant’s Agents” ), to bring upon, keep, store, use or dispose of any Hazardous Materials on, in, under or

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about the Premises, except for the following, in accordance with applicable Laws: (i) Hazardous Materials used by Tenant in connection with the use, maintenance and operation of the Premises for Tenant’s business purposes, which Landlord acknowledges may result in spills and discharges of such Hazardous Materials (however, Tenant shall comply with any such spill or discharge in accordance with the terms and conditions of this Lease); (ii) gas, diesel fuel, oil and other petroleum products and petroleum by-products that drip in normal amounts from equipment or from motor vehicles on parking and truck-loading areas located at the Premises (however, Tenant shall comply with any such drip in accordance with the terms and conditions of this Lease); (iii) Hazardous Materials to be incorporated or that are contained within Tenant’s products, equipment or inventory and with respect to which Tenant complies in all material respects with all Laws in the handling thereof; and (iv) general office or warehouse supplies (including, without limitation, ordinary cleaning chemicals and solution) used for their intended purpose. Except to the extent caused by the negligence or willful misconduct of Landlord, or arising from or relating to Hazardous Material present, in, on, under or about the Premises prior to or on the date hereof, Tenant shall (1) defend, indemnify, protect and hold Landlord harmless from and against all Losses (as defined in Paragraph 32(b) below) arising out of or in connection with the presence, storage, use or disposal of Hazardous Materials in accordance with and to the extent required by all applicable Laws. Tenant’s obligations imposed pursuant to this Paragraph 3(c) shall survive the Expiration Date or earlier termination of this Lease.

(d)                                   Landlord’s Hazardous Materials Obligation.   Neither Landlord nor Landlord’s employees, business invitees, agents, contractors or subcontractors (collectively “ Landlord’s Agents ” ), shall bring upon, keep, store, use or dispose of any Hazardous Materials in, on, under or about the Premises.

4.                                        DESTRUCTION, FIRE AND OTHER CASUALTY.

(a)                                   Notification and Repair.  Upon Tenant’s learning thereof, without any obligation on the part of Tenant to inspect therefor, Tenant shall give prompt notice (which notice need not be a writing) to Landlord of any fire or other casualty to the Building. Subject to the provisions of Paragraph 4(c) below and of any Mortgage Documents, if the Building is damaged by fire or other insured casualty, Landlord (to the extent of any insurance proceeds received by or made available to Landlord) shall repair the damage and restore and rebuild the Building, excluding any Alterations (as defined in Paragraph 23(a) below) and Tenant’s Property (as defined in Paragraph 30(b) below), to substantially the condition thereof immediately prior to the fire or other casualty “ Landlord’s Restoration ” ), within 270 days after Landlord’s receipt of insurance proceeds or when such insurance proceeds are made available to Landlord for Landlord’s Restoration, as may be extended solely by an event of force majeure. Landlord’s Restoration shall only be required to be performed to the extent insurance proceeds are made available to Landlord. To such extent, Landlord shall use its diligent, good faith efforts to perform Landlord’s Restoration timely and in such manner as not to unreasonably interfere with Tenant’s use and occupancy of the Premises, but Landlord shall not be required to do such repair or restoration work except during normal business hours of business days; provided, however, that Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Property or any Alterations. Tenant shall, at its cost and expense, repair and replace Tenant’s Property and any Alterations to substantially the condition prior to the damage.

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(b)                                   No Rental Abatement.   So long as this Lease has not been terminated pursuant to the provisions of Paragraph 4(c) below, Tenant shall continue to pay all Rent in accordance with this Lease after the Building is damaged by fire or other casualty, and there shall be no abatement of Rent.

(c)                                   Total Destruction; Untenantable.  If the Building shall be totally destroyed or rendered wholly untenantable by fire or other casualty, or if the Building shall be so damaged by fire or other casualty that (in the reasonable opinion of a reputable contractor or architect designated by Landlord and reasonably acceptable to Tenant): (i) repair or restoration of the Building requires more than 270 days or (ii) such repair or restoration requires the expenditure of more than 30% of the “full insurable value”  (as defined in this Paragraph 4(c) below) of the Building immediately prior to the casualty, excluding from such calculation the value of Tenant’s Property or (iii) Landlord fails to complete Landlord’s Restoration in accordance with Paragraph 4(a) within 365 days after Landlord’s receipt of insurance proceeds or when such insurance proceeds are made available to Landlord for Landlord’s Restoration, as such 365-day period may be extended solely by an event of force majeure, Tenant may terminate this Lease (by so advising Landlord, in writing) within twenty (20) days after such contractor or architect delivers written notice of its opinion to Landlord and Tenant or after the expiration of such 365-day period, as the case may be. If the Building shall be damaged by fire or other casualty on or after July 1, 2017 and such contractor or architect makes either of the determinations in clauses (i) or (ii) of this Paragraph 4(c) , then Landlord may terminate this Lease (by so advising Tenant, in writing) within twenty (20) days after such contractor or architect delivers written notice of its opinion to Landlord and Tenant. If either Tenant or Landlord terminates this Lease in accordance with this Paragraph 4(c) , the termination shall be effective as of the date upon which the other receives timely written notice of the termination pursuant to this Paragraph 4(c). If any such termination notice is not timely delivered, unless otherwise agreed in writing by Landlord and Tenant, this Lease shall remain in full force and effect and Landlord shall perform Landlord’s Restoration in accordance with Paragraph 4(a). For purposes of this Paragraph 4(c) only, “full insurable value” shall mean replacement cost, less the cost of footings, foundations and other structures below grade.

(d)                                   Waiver of Section 227 of NYRPL.   Tenant hereby expressly waives the provisions of Section 227 of the New York Real Property Law, and of any successor law of like import then in force, and Tenant agrees that the provisions of the Paragraph 4 shall govern and control in lieu thereof.

5.                                        ACCESS TO PREMISES. Upon at least twenty-four (24) hours prior written notice to Tenant (except in the case of emergency), Landlord and Landlord’s Agents shall have the right to enter into and upon the Premises, or any part thereof, during normal business hours for the purpose of examining the same, or making such repairs or alterations therein as may be necessary for the safety and preservation thereof and in accordance with Landlord’s obligations under this Lease. Tenant also agrees that, upon at least twenty-four (24) hours prior written notice to Tenant, to permit Landlord or Landlord’s Agents to show the Premises to actual and prospective purchasers of the Premises or to actual or prospective lenders to Landlord and, on and after January 1, 2020, to prospective tenants of the Premises, and Tenant further agrees that on and after January 1, 2020, Landlord shall have the right to place reasonable notices on the front of the Premises offering the Premises “To Let” or “For Sale”, and Tenant hereby agrees to

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permit the same to remain thereon without hindrance or molestation from Tenant or its employees, agents or representatives. Notwithstanding anything to the contrary contained herein, (i) Tenant may accompany Landlord’s entry, and that of Landlord’s Agents and (ii) Landlord and Landlord’s Agent shall use reasonable efforts to minimize interference with the conduct of Tenant’s business during any such entry of the premises.

6.                                        DEFAULT/REMEDIES; GOING DARK.

(a)                                   Default.   Each of the following events, if occurring during the Term, shall constitute a “ Default ” hereunder: (i) if Tenant shall default in the payment of any Rent when it is due and payable and such default shall continue for five (5) business days after Tenant’s receipt of written notice from Landlord regarding such default; (ii) if Tenant shall default in purchasing, or keeping in force at all times during the Term, any Tenant’s Insurance Policies (as defined in Paragraph 17(b)) and such default shall continue for five (5) days after Tenant’s receipt of written notice from Landlord regarding such default; (iii) if Tenant shall default in the observance or performance of any term, covenant or condition (except as otherwise expressly provided in this Paragraph 6(a)) of this Lease on Tenant’s part to be observed or performed for a period of thirty (30) days after Landlord’s delivery to Tenant of written notice of such default under this Paragraph 6(a); provided, however, that if such default is susceptible of cure but cannot reasonably be cured within such thirty (30)-day period and provided further that Tenant shall have commenced to cure such default within such thirty (30)-day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30)-day period shall be extended for such time as is reasonably necessary for Tenant in the exercise of due diligence to cure such default, such additional period not to exceed ninety (90) days; (iv) if Tenant shall default in the observance of any term, covenant or condition under Paragraph 25(a) ; or (v) if Tenant makes an assignment for the benefit of creditors, or if a receiver, liquidator or trustee shall be appointed for Tenant or of or for any part of Tenant’s property, or if Tenant admits it is insolvent or is not able to pay its debts as they mature, or it Tenant shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to the United States Bankruptcy Code, or any similar federal or state law now or hereafter in effect, shall be filed by or against, consented to, or acquiesced in by, Tenant, or if any proceeding for the dissolution or liquidation of Tenant shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Tenant, upon the same not being discharged, stayed or dismissed within ninety (90) days.

(b)                                   Landlord’s Cure Rights Upon Default of Tenant.   Except as provided in Paragraph 17(b), if a Default has occurred and is continuing and Landlord has delivered (no earlier than five (5) business days after the first default notice was sent to Tenant) a second notice of such Default marked “SECOND NOTICE OF TENANT DEFAULT” at the top of the first page of such notice, Landlord, without thereby waiving such Default, may (but shall not be obligated to) perform the same for the account, and at cost and expense, of Tenant, which cost and expense shall be paid by Tenant to Landlord within five (5) days after demand.

(c)                                   Landlord’s Remedies.  Without limitation of all other rights and remedies provided in this Lease, or otherwise at law or in equity, except that any re-entry of the Premises by Landlord shall be by legal process, upon any Default, Landlord may, at its sole option: (A) terminate this Lease and Tenant’s right of possession of the Premises by giving to the

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Tenant three (3) days’ notice of termination of this Lease and, in the event such notice is given, this Lease and the Term shall come to an end and expire upon the expiration of said three (3) days with the same effect as if the date of expiration of said three (3) days were the Expiration Date expressly set forth in this Lease, but Tenant shall remain liable for damages and all other sums payable pursuant to law; or (B) terminate Tenant’s right of possession of the Premises without terminating this Lease; provided, however, that Landlord may, whether Landlord elects to proceed under Subparagraphs (A) or (B) above, re-enter the Premises or any part thereof, without notice, either by summary proceedings or by any other applicable legal action or proceeding, and may repossess the Premises and dispossess the Tenant and any other persons from the Premises and remove any and all of their property and effects from the Premises including the Tenant’s Property and Landlord, at the Landlord’s option, may relet the Premises, or any part thereof for the account of Tenant, for such commercially reasonable rent and term and upon such commercially reasonable terms and conditions, including, without limitation, concessions and free rent periods, as are acceptable to Landlord. For purposes of any reletting, at Tenant’s sole cost and expense, Landlord is authorized to decorate, repair, alter and improve the Premises to the extent deemed commercially reasonably necessary by Landlord to relet the Premises (“ Reletting Improvement Costs ” ). Tenant, on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such persons might otherwise have under any present or future Laws to redeem the Premises, or to re-enter or repossess the Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, or (ii) any re-entry by Landlord, or (iii) any expiration or termination of this Lease and the Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. In the event that the relation of Landlord and Tenant may cease or terminate by reason of the re-entry of the Landlord under the terms and covenants contained in this Lease or by the ejectment of Tenant by summary proceedings, or after the abandonment of the Premises by Tenant, it is hereby agreed that Tenant shall remain liable and shall pay in monthly payments the Base Rent (and any Additional Rent and other charges payable by Tenant hereunder) which accrues subsequent to the re-entry by Landlord, and Tenant expressly agrees to pay as damages for the breach of the covenants herein contained, the difference between the Rent and the rent collected and received, if any, by Landlord during the remainder of the unexpired term, such difference or deficiency between the Rent and the rent collected if any, shall become due and payable in monthly payments during the remainder of the unexpired term, or earlier termination of this Lease by Landlord pursuant to Subparagraph (A) above, as the amounts of such difference or deficiency shall from time to time be ascertained (the “ Deficiencies ” ). Whether or not Landlord shall have collected any monthly Deficiencies as aforesaid, but subject to application of all monthly Deficiencies collected by Landlord from Tenant pursuant to the immediately preceding sentence or otherwise under this Lease, in the event of the termination of  this Lease by Landlord pursuant to Subparagraph (A) above, Landlord shall be entitled to recover from Tenant (1) all damages and other sums that Landlord is entitled to recover under any provision of this Lease or at law or in equity, including, buy not limited to, all Base Rent and Additional Rent accrued and unpaid for the period up to and including such termination date; (2) all other additional sums payable by Tenant, or for which Tenant is liable, or in respect of which Tenant has agreed to indemnify Landlord, under any of the provisions of this Lease, that may be then owing and unpaid; (3) all reasonable costs and expenses (including, without limitation, court costs and reasonable

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attorneys’ fees) incurred by Landlord in the enforcement of its rights and remedies under this Lease; and (4) any damages including, without limitation, an amount equal to the positive difference, if any, between (x) the discounted present value of the Base Rent required to be paid for the remainder of the Term (measured from the effective termination date of this Lease) and (y) the fair market rental value of the Premises (determined at the date of termination of this Lease) after deduction (from such fair market rental value) of the reasonable costs and expenses of reletting the Premises (including the Reletting Improvement Costs and reasonable legal fees and brokerage commissions and a reasonable vacancy factor) as reasonable estimated by Landlord (collectively, the “ Reletting Costs” ). Notwithstanding anything contained in this Lease to the contrary, all Reletting Costs incurred by Landlord shall be equitably prorated if Landlord’s successive reletting of Premises is for a term extending beyond the Expiration Date. As used herein, the “discounted present value” and the “fair market rental value” shall be determined by reference to the discount rate of 7%. If, before presentation of proof of such fair market rental value of the Premises to any court, commission or tribunal, the Premises, or any part thereof, shall have been relet by Landlord for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of rent reserved upon such reletting shall be deemed, prima facie, to be the fair market rental value for the part or the whole of the Premises so relet during the term of the reletting. Solely for the purposes of this Paragraph 6(c), the term “Base Rent” shall mean the Base Rent in effect immediately prior to the date upon which this Lease and the Term shall have expired and come to an end, or the date of re-entry upon the Premises by Landlord, as the case may be, adjusted to reflect any increases pursuant to the provisions of Paragraph 1(b).

( d)                                   Waiver of Consequential, Indirect, Special, Incidental, Punitive and Exemplary Damages.   Notwithstanding anything to the contrary (except as provided in Paragraph 30(d) below) contained in this Lease, Landlord and Tenant each hereby waive their right to seek to recover any consequential, indirect, special, incidental, punitive or exemplary damages.

(e)                                   Going Dark.  In the event Tenant ceases to conduct its business in the Premises for a period of three hundred sixty-five (365) days (which 365 ^th day shall be deemed the day Tenant “ goes dark ”), Landlord shall then have the right, to be exercised at any time after the date Tenant goes dark, to terminate this Lease upon written notice to Tenant (the “ Termination Notice ”). In the event that Landlord exercises its option to terminate this Lease, then this Lease shall terminate on the ninetieth (90th) day following the Termination Notice is sent to Tenant (the “ Termination Date ”) and Landlord and Tenant shall be released from all of their obligations hereunder after the Termination Date, except those obligations which expressly survive the expiration or termination of this Lease. Notwithstanding the foregoing, the Termination Notice shall not be effective if on or before the Termination Date Tenant (i) reopens the Premises for the conduct of its business, or (ii) subleases the entire Premises or assigns this Lease, and the sublessee or assignee reopens the Premises for the conduct of its business. Any such sublease or assignment shall be subject to the provisions of Paragraph 25 . Tenant shall not be deemed to have ceased operating its business if there is an assignment of this Lease or a subletting of the Premises in accordance with Paragraph 25 or the Premises (or any portion thereof) is closed (1) due to damage by fire or casualty, or a taking by eminent domain, (2) for Alterations or repairs being diligently prosecuted, including, without limitation, renovations or

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other preparations by an assignee or subtenant, or (3) for the review of and accounting for inventory by Tenant in the normal course of its business.

7.                                        GLASS. Tenant shall promptly replace, at the expense of Tenant, any and all broken glass in and about the Premises. Tenant may insure, and keep insured, or self insure unless otherwise provided in any Mortgage Documents, all plate glass in the Premises.

8.                                        NO OBSTRUCTION. Tenant shall neither permanently encumber nor obstruct the sidewalk in front of, entrance to, or halls and stairs of the Premises, nor allow the same to be permanently obstructed or encumbered in any manner by any of Tenant’s Agents.

9.                                        SIGNAGE. Subject to compliance with all applicable Laws, (a) Tenant shall be permitted to use, alter or replace the existing signs located on the Premises as of the Commencement Date, and to erect or place, or cause or allow to be erected or placed, any sign or signs of any kind whatsoever on the interior of the Building deemed necessary in Tenant’s sole and absolute discretion, and (b) subject to Landlord’s prior approval, which approval shall not be unreasonably conditioned, delayed or withheld, and the approval of any Mortgagee as may be required under any Mortgage Documents, Tenant may locate any signs at, in or about the entrance to the Premises or on any exterior part of the Building, including, without limitation, upon the roof of the Building; provided that such signs are located so that the same do not affect the integrity of the roof or create any damage to the roof. Upon termination of this Lease for any reason, Tenant shall remove all of its signs from the Premises and repair any damage to the Premises and the Building caused by such removal to substantially the same condition prior to such removal.

10.                                  NO LIABILITY OF LANDLORD. Except to the extent attributable to (a) Landlord’s gross negligence or willful misconduct or that of any of Landlord’s Agents; (b) Landlord’s failure to comply with any of its obligations under this Lease; or (c) as otherwise set forth in this Lease, Landlord shall have no liability for any damage or injury to person or property caused by or resulting from steam, electricity, gas, water, rain, ice or snow, or any leak or flow from or into any part of the Premises or from any damage or injury resulting or arising from any other cause or happening with respect to the Premises or Tenant’s use thereof.

11.                                  QUIET ENJOYMENT. Subject to the provisions of this Lease, so long as Tenant pays all of the Rent and performs all of its other obligations hereunder, Tenant shall at all times peaceably and quietly have sole and exclusive possession of the Premises, and shall hold and enjoy the same, and not be disturbed in Tenant’s possession of the Premises by Landlord or any other person lawfully claiming through or under Landlord. This covenant shall be construed as a covenant running with the Premises and is not a personal covenant of Landlord. Landlord’s entry onto and use of any portion of the Premises permitted by this Lease shall not interfere, in any unreasonable respect, with any or all of (a) Tenant’s rights to occupy and use the Premises (in the manner and for the purposes contemplated hereunder); (b) Tenant’s right to utilize the vehicular parking areas located on the Premises; and (c) Tenant’s right of access, ingress and egress to and from the Premises.

12.                                  WATER/ SEWER. Tenant shall pay to Landlord the rent or charge, which may, during the Term , be assessed or imposed for the water used or consumed in or on the Premises, whether determined by meter or otherwise, and will also pay the expenses for the setting of a

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water meter in the Premises should the latter be required. Tenant shall pay the sewer rent or charge imposed upon the premises. All such rents or charges or expenses shall be paid as Additional Rent. Landlord shall provide Tenant with at least ten (10) days written notice in advance of any required payment therefor and such rents or charges or expenses shall be added to the next month’s Base Rent to become due after Tenant’s receipt of a timely notice from Landlord.

13.                                  NO WAIVER. The failure of either party to insist, in any one or more instances, upon the strict performance of any one or more of the terms, conditions, covenants or obligations of this Lease, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this Lease or of the right to exercise such election or other rights or remedies that such party may have against the other, and shall not be construed as a waiver of any subsequent breach or default in the terms, conditions and covenants of this Lease.

14.                                  EMINENT DOMAIN. If the whole or any substantial (as reasonably determined by Landlord) portion, of the Premises is taken or condemned for any use or purpose under any Law or by right of eminent domain, or by private purchase in lieu thereof, and such taking would prevent or materially interfere with Tenant’s then-current use of the Premises, this Lease shall terminate effective as of the date Tenant is required to relinquish Tenant’s right to occupy or to use all or any such substantial portion of the Premises. If less than a substantial portion of the Premises is so taken or condemned, or if the taking or condemnation is temporary (regardless of the portion of the Premises affected), this Lease shall not terminate, but (a) Landlord, at Landlord’s sole cost and expense to the extent of any award actually received by Landlord, shall restore the Building to an architecturally whole unit, and (b) the Rent payable hereunder shall be proportionally abated to the extent of any actual loss of use of the Premises by Tenant. Landlord shall be entitled to any and all payment, income, rent or award, or any interest therein whatsoever, which may be paid or made in connection with such a taking or conveyance, and Tenant shall have no claim against Landlord for the value of any unexpired portion of this Lease. Tenant shall be entitled to retain any compensation specifically and independently awarded to Tenant for loss of business or goodwill, moving expenses or for Tenant’s Property.

15.                                  NO DIMINUTION/ABATEMENT. Except as otherwise provided in this Lease, (a) no diminution or abatement of Rent, or other compensation, shall be claimed or allowed for inconvenience arising from the making of repairs or improvements to the Premises nor in the case of any fire or other casualty; and (b) in respect to the various “services,” if any, herein expressly or impliedly agreed to be furnished by Landlord to Tenant, it is agreed that there shall be no diminution or abatement of Rent, or any other compensation, for interruption or curtailment of such “service” when such interruption or curtailment shall be due to accident, alterations or repairs desirable or necessary to be made or to inability or difficulty in securing supplies or labor for the maintenance of such “service” or to some other cause, not gross negligence on the part of Landlord. No such interruption or curtailment of any such “service” shall be deemed a constructive eviction.

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16.                                  REAL ESTATE TAXES.

(a)                                   Real Estate Taxes.   Except as expressly provided otherwise in this Lease, throughout the Term, in addition to the Base Rent required under Paragraph 1(b) hereof to be paid by Tenant, Tenant shall be responsible for all real estate taxes, assessment of any nature and any and all other impositions general or special, ordinary or extraordinary, of every kind and nature due at any time or from time to time, during the Term, in connection with the ownership, leasing and operation of the Premises, or the personal property and equipment located therein or used in connection therewith (“ Taxes ”); provided, however , in no event shall Tenant be liable for any franchise taxes; any doing business as taxes; any gift taxes; any corporate taxes; any estate, inheritance, succession or transfer taxes charged against Landlord or the estate or interest of Landlord in the Premises or upon the right of any person to succeed to the same or any part thereof by inheritance, succession or transfer, or any capital levy that is imposed upon Landlord or any transfer or recording charge resulting from a transfer of the Premises; any income, profits or excess profits tax or gross receipts tax assessed upon or in respect of the income or receipts of Landlord arising from the Premises; or any town, county, state or federal sales taxes or use taxes charged against Landlord for materials and equipment purchased by Landlord or installed or incorporated into the reconstruction or repair of the building and appurtenances or any part thereof by Landlord. Tenant agrees to pay to Landlord the annual sums payable pursuant to the provisions of this Paragraph 16 in twelve (12) equal monthly installments in advance on the first (1st) day of each and every month during the Term, together with, at the same time and place, in the same manner and upon the same terms and conditions hereinbefore provided for the payment of Base Rent, or as payments thereof may be required under the Mortgage Documents, provided, however, that if when any such Additional Rent payment provided for in this Paragraph 16 shall become due, the amount of Taxes for the then current fiscal period of the taxing authority shall not have been determined, Tenant shall for such month make payment based upon the amount of Taxes for the last preceding fiscal period of the taxing authority, and when the amount of the Taxes for the then current fiscal period of the taxing authority shall have been determined, total payments theretofore made for the preceding months for such fiscal period based on the amount of taxes for the preceding fiscal period shall be adjusted and Tenant, shall on demand, make such additional payment to Landlord for such preceding months, or Landlord shall make such refund to the Tenant of any overpayments made by Tenant for such preceding months as the adjusted figures may indicate. Landlord shall pay all Taxes due and owing during the Term directly to the applicable taxing authority(ies) before they become delinquent. Notwithstanding anything to the contrary contained herein, with respect to a fiscal period of the taxing authority, a part of which period is included within the Term of this Lease and a part of which is included in a period of time before the Commencement Date or after the Expiration Date, Taxes (including, but not limited to, any special assessments) shall be adjusted as between Landlord and Tenant as of the Commencement Date and Expiration Date, respectively, so that Landlord shall pay that proportion of such Taxes which that part of such fiscal period included in the period of time before the Commencement Date or after the Expiration Date bears to such fiscal period, and Tenant shall pay its share of the intervening remainder thereof. If any special assessments levied against the Premises are payable in installments, Tenant shall be responsible only for those installments that are due and payable during the Term (or if paid in lump sum, shall be amortized over the useful life of the improvements to which such special assessment relates). For purposes hereof, Taxes for any year shall be Taxes that are due for payment or paid in that year rather than Taxes that are assessed, become a lien, or accrue during such year. Landlord shall send copies of the related tax

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bills to Tenant promptly after a written request with respect to a particular fiscal period. If Tenant shall have paid an amount of Taxes and Landlord thereafter receives a refund of such Taxes or a credit against future Taxes, Tenant shall receive a proportionate credit (after all costs of obtaining a refund have been deducted) towards subsequent estimated payments of such Taxes.

(b)                                   Audit Rights.  Tenant may, at Tenant’s sole and absolute discretion, subject to the terms and conditions of any Mortgage Documents, contest, or review, by legal proceedings, or in such other manner as Tenant deems suitable, which proceedings if instituted shall be conducted promptly, at Tenant’s own expense, and free of expense to Landlord, any Taxes or sewer or water rents or charges imposed upon or against the Premises, and attempt to obtain a reduction in the assessed valuation of the Premises for the purpose of reducing any such tax assessment. In case any Taxes or sewer or water rents or charges shall, as a result of such proceedings or otherwise, be reduced, canceled, set aside or to any extent discharges, there shall be a subsequent reduction in Tenant’s payments to Landlord attributable to Taxes or sewer or water rents or charges for such year and Landlord shall promptly pay over to any excess payments made by Tenant, when all refunds or credits to which Landlord is entitled from the taxing authority with respect to such year have been received or applied by Landlord. Landlord’s obligation to refund any such overpayment shall survive such expiration or earlier termination. Landlord will, at the request of Tenant and without expense to Landlord, cooperate with Tenant in effecting such a reduction. Any reduction or tax refund payable as a result of any proceeding Tenant may institute for that purpose or otherwise shall be the property of Tenant to the extent to which it may be based on a payment made by Tenant. Landlord shall not be required to join in any such action or proceeding, unless required by law or any rule or regulation in order to make such action or proceeding effective, in which event any such action or proceeding shall be taken by the Tenant in the name of, but without expense to Landlord. Landlord, however, will cooperate to the extent reasonably necessary (without liability) and supply such data and execute such documents required for the purpose of