10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the fiscal year ended December 31, 2009
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	for the transition period from          to

Commission File Numbers:

SunGard Capital Corp.	000-53653
SunGard Capital Corp. II	000-53654
SunGard Data Systems Inc.	001-12989

SunGard^® Capital Corp.

SunGard^® Capital Corp. II

SunGard^® Data Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3059890
Delaware	20-3060101
Delaware	51-0267091
(State of incorporation)	(I.R.S. Employer Identification No.)

680 East Swedesford Road, Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

484-582-2000

(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Restricted Stock Units Granting Conditional Rights to Units Consisting of:

Class A Common Stock of SunGard Capital Corp., par value $0.001 per share,

Class L Common Stock of SunGard Capital Corp., par value $0.001 per share, and

Preferred Stock of SunGard Capital Corp. II, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

SunGard Capital Corp.	Yes o     No þ
SunGard Capital Corp. II	Yes o     No þ
SunGard Data Systems Inc.	Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

SunGard Capital Corp.	Yes o     No þ
SunGard Capital Corp. II	Yes o     No þ
SunGard Data Systems Inc.	Yes þ     No o

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

SunGard Capital Corp.	Yes þ     No o
SunGard Capital Corp. II	Yes þ     No o
SunGard Data Systems Inc.	Yes o     No þ

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

SunGard Capital Corp.	Yes o     No o
SunGard Capital Corp. II	Yes o     No o
SunGard Data Systems Inc.	Yes o     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K.

SunGard Capital Corp. þ SunGard Capital Corp. II þ SunGard Data Systems Inc. þ

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

SunGard Capital Corp.	Large accelerated filer o.	Accelerated filer o.	Non-accelerated filer þ.	Smaller reporting company o.
SunGard Capital Corp.II	Large accelerated filer o.	Accelerated filer o.	Non-accelerated filer þ.	Smaller reporting company o.
SunGard Data Systems Inc.	Large accelerated filer o.	Accelerated filer o.	Non-accelerated filer þ.	Smaller reporting company o.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

SunGard Capital Corp.	Yes o     No þ
SunGard Capital Corp. II	Yes o     No þ
SunGard Data Systems Inc.	Yes o     No þ

The aggregate market value of the registrants’ voting stock held by nonaffiliates is zero. The registrants are privately held corporations.

The number of shares of the registrants’ common stock outstanding as of March 1, 2010:

SunGard Capital Corp.:	255,328,407 shares of Class A common stock and 28,369,759 shares of Class L common stock
SunGard Capital Corp. II:	100 shares of common stock
SunGard Data Systems Inc.:	100 shares of common stock

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

		Page
Forward-Looking Statements			1
PART I
Item 1.	Business		2
	Overview		2
	Our Strengths		3
	Business Strategy		4
	Business Segment Overview		5
	Financial Systems		5
	Higher Education		7
	Public Sector		7
	Availability Services		7
	Acquisitions		9
	Product Development		9
	Marketing		9
	Brand and Intellectual Property		9
	Competition		10
	Employees		10
	Sustainable Development		11
Item 1A.	Risk Factors		11
Item 1B.	Unresolved Staff Comments		21
Item 2.	Properties		21
Item 3.	Legal Proceedings		21
Item 4.	(Removed and Reserved)		21
PART II
Item 5.	Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		21
Item 6.	Selected Financial Data		21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		42
Item 8.	Financial Statements and Supplementary Data		43
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure		92
Item 9A(T).	Controls and Procedures		92
Item 9B.	Other Information		92
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		92
Item 11.	Executive Compensation		96
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		116
Item 13.	Certain Relationships and Related Transactions, and Director Independence		120
Item 14.	Principal Accountant Fees and Services		121
PART IV
Item 15.	Exhibits and Financial Statement Schedules		122
Signatures			123
List of Exhibits			124
Exhibit 10.9 - 401 N. Broad Lease
Exhibit 10.11 - Amended & Restated 777 Central Lease
Exhibit 10.14 - Amended & Restated 760 Washington Lease
Exhibit 10.16 - Amendment to 410 Commerce Lease
Exhibit 10.33 - Asser Weslock Employment Agreement
Exhibit 10.35 - Mullane Employment Agreement
Exhibit 10.37 - Amendment to Santos Employment Agreement
Exhibit 10.59 - Summary Description of Annual Executive Incentive Compensation Program
Exhibit 12.1 - Computation of Ratio of Earnings to Fixed Charges
Exhibit 21.1 - Subsidiaries of the Registrants
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm
Exhibit 31.1 - 302 Certification - Chief Executive Officer
Exhibit 31.2 - 302 Certification - Chief Financial Officer
Exhibit 32.1 - 906 Certification - Chief Executive Officer
Exhibit 32.2 - 906 Certification - Chief Financial Officer

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Explanatory Note

This Annual Report on Form 10-K is a combined report being filed separately by three registrants: SunGard Capital Corp. (“SCC”), SunGard Capital Corp. II (“SCCII”) and SunGard Data Systems Inc. (“SunGard”). SCC and SCCII are collectively referred to as the “Parent Companies.” Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “us” and “our” refer to the Parent Companies together with their direct and indirect subsidiaries, including SunGard. Each registrant hereto is filing on its own behalf all of the information contained in this annual report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

Forward-Looking Statements

Certain of the matters we discuss in this Report on Form 10-K may constitute forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions which concern our strategy, plans or intentions. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We describe some of the factors that we believe could affect our results in ITEM 1A — RISK FACTORS. We assume no obligation to update any written or oral forward-looking statements made by us or on our behalf as a result of new information, future events or other factors.

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PART I

Item 1.   Business

Overview

We are one of the world’s leading software and technology services companies. We provide software and processing solutions to institutions throughout the financial services industry, higher education and the public sector. We also provide disaster recovery services, managed services, information availability consulting services and business continuity management software.

We serve more than 25,000 customers in more than 70 countries. We seek to establish long-term customer relationships by negotiating multi-year contracts and by emphasizing customer support and product quality and integration. We believe that we are one of the most efficient operators of mission-critical IT solutions as a result of the economies of scale we derive from serving multiple customers on shared platforms. Our revenue is highly diversified by customer and product, with no single customer accounting for more than 9% of our total revenue during any of the past three fiscal years. We estimate that approximately 90% of our revenue for the past three fiscal years was recurring in nature.

We operate our business in four segments:

Our Segments

	Software & Processing
	Financial Systems	Higher Education	Public Sector	Availability Services
Revenue for the Year Ended December 31, 2009	• $3.1 billion	• $526 million	• $397 million	• $1.5 billion
Product and Service Offerings	•   Specialized software and processing solutions that automate the mission-critical business processes associated with trading securities, managing portfolios and accounting for investment assets, and consulting and IT management services	•   Specialized software and enterprise resource planning solutions, professional services, and consulting and IT management services to address the administrative, academic and community needs of higher education institutions	•   Specialized software and enterprise resource planning and administrative solutions, public safety and justice solutions, K-12 student information solutions, and consulting and IT management services	•   Recovery services and managed services, consulting, and business continuity management software that help companies maintain uninterrupted access to their mission-critical IT systems
Number of Customers	• 14,000	• 1,600	• 2,000	• 10,000
Primary Customers	•   Financial services companies •   Corporate and government treasury departments •   Energy companies	•   Higher education organizations around the world, including colleges, universities, campuses, foundations and state systems	•   School districts •   Central, federal, state and local governments •   Public safety and justice agencies •   Not-for-profit organizations	•   IT departments of large, medium and small companies across virtually all industries, primarily in North America and Europe

We were acquired on August 11, 2005 in a leveraged buy-out by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (the “Transaction”). As a result of the Transaction, we are highly leveraged and our equity is no longer publicly traded.

To the extent required by Item 1 of Form 10-K, the information contained in ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Note 12 is hereby incorporated by reference into this ITEM 1.

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Our Strengths

Leading franchise in attractive industries.  Built over many years, our business has leading positions and strong customer relationships in industries with attractive growth dynamics.

•  Leading industry positions.  We believe that, within the highly fragmented global market for financial services IT software and services, the majority of businesses within our FS segment are leaders in the sectors in which they participate. We believe that HE and PS are both leading providers of software and services to higher education institutions and the public sector, respectively, and that AS is the pioneer and a leading provider in the information availability services industry.

•  Attractive industry dynamics.  While the economic crisis and resulting recession has had a negative impact on the sectors in which we operate, we believe that, over the long term, our primary market segments continue to have strong growth potential. We believe that our FS business will benefit from several key industry dynamics: the shift from internal to outsourced IT spending, the shift from infrastructure to application software spending, and the general increase in IT spending associated with increasing compliance and regulatory requirements and customers’ increasing need for real-time information. We anticipate that our HE and PS businesses will benefit from favorable growth dynamics in higher education and public safety and justice IT spending. We believe that our AS business will continue to benefit from favorable growth in the small and medium business sector as well as in the managed services industry. We believe that our strong relationships with our customers in the relatively fragmented software and processing sectors that we serve and our extensive experience and the significant total capital that we have invested in AS help us to maintain leading positions. We believe that these factors should provide us with competitive advantages and enhance our growth potential.

Highly attractive business model.  We have substantial recurring revenue and a diversified customer base and generate significant operating cash flow.

•  Extensive portfolio of businesses with substantial recurring revenue.  With a large portfolio of proprietary services and products in each of our four business segments, we have a diversified and stable business. We estimate that approximately 90% of our revenue for the past three fiscal years was recurring in nature. With the exception of our broker/dealer business, we believe that our FS revenue is more insulated from changes in trading and transaction volumes than the financial services industry at large because our FS customers generally pay us monthly fees that are based on metrics such as number of accounts, trades or transactions, users or number of hours of service. Our portfolio of solutions and the largely recurring nature of our revenue across all four of our segments have reduced volatility in our revenue and income from operations.

•  Diversified and stable customer base.  Our customer base is highly diversified with no single customer accounting for more than 9% of total revenue during any of the last three fiscal years. Our base of more than 25,000 customers includes most of the world’s largest financial services firms, a variety of other financial services firms, corporate and government treasury departments, energy companies, higher education institutions, school districts, local governments and not-for-profit organizations. Our AS business serves customers across virtually all industries. In addition, our track record of helping our customers improve their operational efficiency, achieve high levels of availability and address regulatory requirements results in stable, long-term customer relationships.

•  Significant operating cash flow generation.  With strong operating margins and relatively moderate capital-expenditure and working-capital investment needs, we generate significant operating cash flow. Our strong cash flow allows us to meet our significant debt-service requirements and make discretionary investments to grow the business, both by investing in new products and services and through acquisitions.

Experienced management team with track record of success with proper incentives.  Our management team fosters an entrepreneurial culture, has a long track record of operational excellence, has a proven ability to acquire and integrate complementary businesses, and is highly committed to our Company’s long-term success.

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•  Long track record of operational excellence.  We have a solid track record of performance consistent with internal financial targets. Our experienced senior executive officers have proven capabilities in both running a global business and managing numerous applications that are important to our customers. Our FS solutions account for and manage over $25 trillion in investment assets and process over 5 million transactions per day. In our HE business, 1,600 organizations including colleges, universities, campuses, foundations and state systems rely on our solutions. Our PS products are used by agencies that serve more than 140 million citizens in North America and 40 million citizens in the UK. Our AS business has had a 100% success rate in supporting customer recoveries since our inception.

•  Successful, disciplined acquisition program.  To complement our organic growth, we have a highly disciplined program to identify, evaluate, execute and integrate acquisitions. We have completed over 170 acquisitions and overall have improved the operating performance of acquired businesses. Our ongoing acquisition program has contributed significantly to our long-term growth and success.

•  Experienced and committed management team.  Our executive officers have on average more than 15 years of industry experience. Our senior managers have committed significant personal capital to our Company in connection with the Transaction.

Business Strategy

We are focused on expanding our position not only as a leading provider of software and processing solutions, but also as the provider of choice for a wide range of information availability services and managed services for IT-departments in companies across virtually all industries. Our operating and financial strategy emphasizes fiscal discipline, profitable revenue growth and significant operating cash flow generation. In pursuit of these objectives, we have implemented the following strategies:

Expand our industry-leading franchise.  We are constantly enhancing our product and service offerings across our portfolio of businesses, further building and leveraging our customer relationships, and looking to acquire complementary businesses at attractive valuations.

•  Enhance our product and service offerings.  We continually support, upgrade and enhance our systems to incorporate new technology and meet the needs of our customers for increased operational efficiency and resilience. Our strong base of recurring revenue drives high operating margins that allow us to consistently reinvest in our products and services. In 2009 and 2008, software development expenses were 7% and 8%, respectively, of revenue from software and processing solutions. We continue to introduce innovative products and services in all four of our business segments. We believe that our focus on product enhancement and innovation will help us to increase our penetration of existing and new customers.

•  Extend our strong customer relationships.  We focus on developing trusted, mutually beneficial, long-term relationships with our customers. We look to maximize cross-selling opportunities, increase our share of our customers’ total IT spending and maintain a high level of customer satisfaction. Our global account management program allows us to present a single face to our larger FS customers as well as better target potential cross-selling opportunities.

•  Acquire and integrate complementary businesses.  We seek opportunistically to acquire businesses that broaden our existing product and service offerings, expand our customer base and strengthen our leadership positions, especially within the fragmented FS, HE and PS markets, and that will provide us with a suitable return on investment. Before committing to an acquisition, we devote significant resources to due diligence and to developing a post-acquisition integration plan, including the identification and quantification of potential cost savings and synergies.

Continue to enhance our attractive business model.  We continue to focus on maintaining our attractive business model and, in particular, increasing our recurring revenue base and implementing incremental operational improvements.

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•  Increase our recurring revenue base.  We strive to generate a high level of recurring revenue and stable cash flow from operations. We charge customers monthly subscription fees under multi-year contracts, and we continue to prefer such contracts because they offer high levels of revenue stability and visibility. Moreover, we believe that our high quality services and customized solutions help increase the level of integration and efficiency for our customers and reduce customer defections to other vendors or to in-house solutions.

•  Implement incremental operational improvements.  We have identified opportunities to further increase revenue, reduce costs and improve cash flow from operations. These include the global account management program within FS, which stimulates cross-selling opportunities and enhances relationship management at our largest customers; the combination of our consulting services and technology services business units to form a global services organization which offers a broader range of services to our customers leveraging a global delivery model; the introduction of a customer relationship management system to enhance sales force automation in our AS business; the implementation of a software-as-a-service (SaaS) application development framework to help accelerate time-to-market and achieve flexible delivery of software solutions; and the consolidation of data centers within FS.

Enhance our performance-based culture.  We are focused on enhancing our performance-based culture. Our compensation programs are designed to be based primarily on achieving high performance goals. We continue to evaluate the competitiveness of our compensation plans in order to promote retention of key individuals in both our existing and acquired businesses.

Business Segment Overview

Financial Systems

FS provides mission-critical software and IT services to institutions in virtually every segment of the financial services industry. These systems automate the many complex processes associated primarily with managing investment portfolios and trading of and accounting for investment assets. These solutions address the processing requirements of a broad range of users within financial services. In addition, we also provide professional services that focus on application implementation and integration of these solutions and on custom software development. Since our inception, we have consistently enhanced our FS solutions to add new features, process new types of financial instruments, meet new regulatory requirements, incorporate new technologies and meet evolving customer demands.

We deliver many of our FS solutions as an application service provider, primarily from our data centers located in North America and Europe that customers access through the Internet or virtual private networks. We also deliver some of our FS solutions by licensing the software to customers for use on their own computers.

Our FS businesses are grouped internally into two divisions. The main distinction between the two divisions is that one division serves customers whose businesses are primarily in North America while the other division serves customers whose businesses are primarily international. The grouping of FS businesses in two divisions also takes into account the balance of management workload.

Americas Division:  The Americas division includes our Brokerage & Clearance, Corporations, Global Services, Insurance, Trading and Wealth Management businesses. It offers software solutions and strategic IT consulting to a broad range of users, including chief financial officers, compliance officers, custodians, insurers and reinsurers, plan administrators, registered investment advisors, treasurers, traders and wealth managers. These solutions help automate and manage the trading and processing requirements of banks, broker/dealers, insurance companies, pension companies, fiduciary trusts and other financial services firms primarily in North America.

International Division:  The International division includes our Alternative Investments, Banks, Capital Markets & Investment Banking, Global Trading and Institutional Asset Management businesses. It also includes our FS international distribution organization which on behalf of many of our FS businesses conducts business with customers in China, India, Japan, and the rest of Asia-Pacific, Central and Eastern Europe, the

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Middle East, Africa and Latin America. The International division offers software solutions and strategic IT consulting to a broad range of users including asset managers, compliance officers, fund administrators, market makers and traders.

Our FS businesses in the Americas and International divisions are organized in the following customer-facing business areas:

Alternative Investments:  We offer solutions specifically designed for firms specializing in alternative investments. These solutions support multiple asset classes and their derivatives, including equities, foreign exchange, interest rates, credit, commodities and convertibles. Solutions include strategy-specific applications for convertible and capital structure arbitrage, global repurchase agreements, stock finance, and listed options trading. Our enterprise-wide, straight-through processing solutions meet the trading, risk management, and investor and portfolio accounting requirements of single- and multi-strategy institutions.

Banks:  We provide an integrated solution suite for asset/liability management, budgeting and planning, regulatory compliance, and profitability. Our products also manage all aspects of universal banking including back-office transaction processing, front-office multi-channel delivery, card management and payments.

Corporations:  Our solutions provide chief financial officers and treasurers with the ability to monitor cash flow in real time and with increased operational controls on treasury, receivables and payments functions. An end-to-end collaborative financial management framework gives chief financial officers and treasurers tools to help drive maximum value from working capital and reduce risk.

Brokerage & Clearance:  We are a leading provider of solutions for the global processing of securities and derivatives. These solutions support trade processing, clearing and accounting, helping brokerage and clearing firms streamline operations and control risk and cost. Our solutions provide centralized transactional databases, support cross-asset business functions, and offer consolidated views of accounts and risk management. These solutions help firms gain front-to-back operational efficiencies, realize advantages of scale and support business growth.

Capital Markets & Investment Banking:  Our solutions support cross-asset trading and straight-through processing of derivative instruments, helping investment banks to manage global trading books in multiple asset classes. These solutions also support securities lending and borrowing, repurchase agreements, and related transactions. We also offer solutions for the enterprise-wide management of market, credit, interest rate and liquidity risk. In addition, we provide a framework for helping banks to manage operational risk and compliance requirements.

Global Services:  We deliver consulting, technology and professional services for financial services, energy organizations and corporations. Leveraging SunGard’s global delivery model, approximately 4,500 consultants and developers help customers achieve value from advanced technology, application management, business process management, business process outsourcing, information management, infrastructure management and testing services.

Global Trading:  We provide multi-asset, front- to back-office trading solutions for equities, fixed income, derivatives, FX and commodities on exchanges worldwide. These solutions support full lifecycle trading and trade processing activities including information services, market connectivity and order management that help improve trade efficiency and risk monitoring.

Institutional Asset Management:  We provide asset managers with comprehensive, integrated solutions to support their global investment operations. These solutions help connect every stage of the investment lifecycle, from portfolio analysis and electronic trading connectivity to regulatory compliance and investment accounting and reporting. We also provide systems for trading, pre- and post-trade compliance measurement, risk management, performance measurement and attribution, and data management.

Insurance:  We provide IT solutions for the insurance industry in each of the following major business lines: life/health/annuities/pensions, property and casualty, reinsurance and asset management. Our software and services support functions from the front-office through the back-office — from customer service and policy administration to actuarial calculations, financial and investment accounting, and reporting.

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Trading:  We provide traders of U.S. equities, commodities and listed options with Web-based, electronic trading platforms for trade order management, direct market access and risk and compliance management. Our cross-asset solutions automate the transaction lifecycle, providing network connectivity and straight-through processing from pre- to post-trade. Our data analysis tools help improve the speed and ease of optimizing portfolios, assessing risk exposure and identifying market opportunities. Our energy solutions help financial services institutions, industrial and energy companies to efficiently compete in global energy markets by streamlining and integrating the trading, risk management and operations of physical commodities and their associated financial instruments.

Wealth Management:  Our wealth management solutions help investment advisors, trust bank managers and wealth managers grow their businesses by helping support the needs of their mass affluent and high-net worth clients. We provide solutions for financial planning, asset allocation, surveillance and suitability, new account opening, portfolio management, unified managed account programs, trade execution, asset management, custody and trust accounting. Our compliance and data management solutions help compliance officers mitigate risk and improve efficiencies through centralized data infrastructures, automated trade supervision and code-of-ethics monitoring. We also serve organizations that administer defined-contribution and defined-benefit retirement plans. Our retirement plan recordkeeping systems support many plan types and fulfill functions ranging from processing of contributions and payments to tax reporting and trade management.

Higher Education

In HE, we provide software solutions, strategic and systems integration consulting, and technology management services to colleges and universities, including community colleges, liberal arts colleges, public universities, foundations, state systems, central and district offices, and international institutions, to help them support communities of learners. Higher education institutions rely on our broad portfolio of solutions and expert guidance to find better ways to teach, learn, manage and connect with their constituents. Our Open Digital Campus strategy combines our deep expertise in higher education with alternative delivery models, modular software components, and modern technologies that help universities and colleges design and build their next-generation digital campuses. Our solutions include administration and enterprise resource planning, advancement, IT management and outsourcing, portal and communication tools, performance management, enrollment management, academic performance and strategic planning.

Public Sector

In PS, we provide software and processing solutions designed to meet the specialized needs of central, federal, state and local governments, public safety and justice agencies, public schools, utilities, nonprofits, and other public sector institutions. Our systems and services help institutions improve the efficiency of their operations and utilize the Web and wireless technologies in serving their constituents. Our PS products support a range of specialized enterprise resource planning and administrative solutions for functions such as accounting, human resources, payroll, utility billing, land management, public safety and criminal justice, and IT managed services.

Availability Services

In AS, we help our customers improve the resilience of mission critical systems. We do this by designing, implementing and managing cost-effective solutions using people, process and technology to address enterprise IT availability needs. Since we pioneered commercial disaster recovery in the 1970s, we believe that our specialization in information availability solutions, together with our experience, technology expertise, resource management capabilities, vendor neutrality and diverse service offerings, have uniquely positioned us to meet customers’ varied needs in an environment in which businesses are critically dependent on availability of IT. We have a comprehensive portfolio of services that extend from always ready standby services to high availability advanced recovery services and always on production and managed services, including planning and provisioning of private and public cloud computing and software-as-a-service (SaaS) platforms. We also provide business continuity management software and consulting services to help our customers design,

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implement and maintain plans to protect their central business systems. To serve our 10,000 AS customers, we have 5,000,000 square feet of operations space at over 80 facilities in nine countries and a global network of approximately 25,000 miles. Since our inception, we have had a 100% success rate helping our customers recover from unplanned interruptions resulting from major disasters including the Gulf Coast hurricanes in 2008, widespread flooding in the U.K. in 2007, hurricane Katrina and Gulf Coast hurricanes in 2005, Florida hurricanes in 2004, the Northeast U.S. blackout in 2003 and the terrorist attacks of September 11, 2001.

We provide the following four categories of services: recovery services, managed services, consulting services and business continuity management software. They can be purchased independently or collectively, depending on the customer’s requirements. Although recovery services remain our principal revenue generating services, managed services, consulting and business continuity management software increasingly account for a greater percentage of our new sales. Because advanced recovery and managed services are often unique to individual customers and utilize a greater proportion of dedicated (versus shared) resources, they typically require modestly more capital expenditures and command a somewhat lower operating margin rate than traditional systems recovery services. The combination of all of these services provides our customers with a total, end-to-end IT operations and information availability management solution.

Recovery Services:  AS helps customers maintain access to the information and computer systems they need to run their businesses by providing cost-effective solutions to keep IT systems operational and secure in the event of an unplanned business disruption. These business disruptions can range from man-made events (e.g. power outages, telecommunications disruptions and acts of terrorism) to natural disasters (e.g. floods, hurricanes and earthquakes). AS offers a complete range of recovery services, depending on the length of time deemed acceptable by customers for IT systems outage — ranging from minutes (for mission-critical applications) to several hours or several days (for non-mission-critical applications). We deliver these services using processors, servers, storage devices, networks and other resources and infrastructure that are subscribed to by multiple customers, which results in economies of scale for us and cost-effectiveness for our customers. These shared services range from basic standby systems recovery services, workforce continuity services, and mobile recovery options to blended “advanced recovery” or “high availability” solutions that typically combine systems recovery services with dedicated data storage resources that allow customers to replicate data to one of our sites, helping them minimize data loss and reduce recovery times.

Managed Services:  AS provides IT infrastructure and production services that customers use to run their businesses on a day-to-day basis. These services range from co-located IT infrastructure (e.g., where AS provides data center space, power, cooling and network connectivity) to fully managed infrastructure services (e.g., where AS fully manages the daily operation of a customer’s IT infrastructure). AS can also provide managed services at the customer’s data center. Some managed services require dedicated processors, servers, storage devices, networks and other resources, which are either obtained by the customer or provided by us for the customer’s exclusive use. Other managed services are provided on shared infrastructure. Managed services are designed in a flexible manner that allow customers to choose the services they need from a menu of options delivered on pre-agreed schedules or on an on-demand basis. Therefore, the combination of selected managed services is unique to each customer, with solutions crafted to meet that customer’s specific needs. Managed services help customers augment their IT resources and skills without having to hire full-time internal IT staff and invest in infrastructure that is not fully used all the time. In 2010, we expect to launch enterprise-grade cloud computing services in North America building on our expertise in information availability and managed services.

Consulting Services:  AS offers consulting services to help customers solve critical business continuity and IT infrastructure problems including business continuity, data storage and management, information security, and numerous categories of IT infrastructure operations.

Business Continuity Management Software:  AS offers software solutions that help customers operate a comprehensive and professional business continuity plan across their enterprise and enable ongoing business operations in a crisis. AS software has flexible modular solutions that allow customers to add functionality as required. Modules are available to support business impact analysis, business continuity planning, incident response and emergency notification. The software solution leverages a common platform for data consistency, as well as standardized reporting for seamless automation of the business continuity process.

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Acquisitions

To complement our organic growth, we have a highly disciplined program to identify, evaluate, execute and integrate acquisitions. Generally, we seek to acquire businesses that broaden our existing product lines and service offerings by adding complementary products and service offerings and by expanding our geographic reach. During 2009, we spent approximately $12 million in cash to acquire three businesses.

The following table lists the businesses we acquired in 2009:

Acquired Company/Business	Date Acquired	Description
Performance Pathways, Inc.	03/01/09	Student assessment and curriculum solutions for K-12 school districts.
Genix Systems AG	04/01/09	Integrated CRM solution primarily for private banking in Switzerland and Luxembourg.
Ice Risk	05/04/09	Front-end real-time risk solution for commodities marketplace.

Product Development

We continually support, upgrade and enhance our systems and develop new products to meet the needs of our customers for operational efficiency and resilience and to leverage advances in technology. FS is transforming some of the key functionality of its core systems into components to form a new software development and on-demand delivery environment called Infinity. Infinity enables financial institutions to develop and deploy custom applications, integrating SunGard components with their own proprietary or third party components. Infinity uses SunGard’s Common Services Architecture (CSA), a service-oriented architecture (SOA) development framework, offering business process management (BPM) and a virtualized, software-as-a-service (SaaS) infrastructure.

Our expenditures for software development during the years ended December 31, 2007, 2008 and 2009, including amounts that were capitalized, totaled approximately $297 million, $325 million and $318 million, respectively. In 2007, 2008 and 2009, software development expenses were 8%, 8% and 7%, respectively, of revenue from software and processing solutions. These amounts do not include routine software support costs that are included in cost of sales, nor do they include costs incurred in performing certain customer-funded development projects in the ordinary course of business.

Marketing

Most of our FS and HE solutions are marketed throughout North America and Western Europe and many are marketed worldwide, including Asia-Pacific, Central and Eastern Europe, the Middle East, Africa and Latin America. Our AS and PS solutions are marketed primarily in North America and Europe, with a focus on both new accounts and existing accounts. Our revenue from sales outside the United States during the years ended December 31, 2007, 2008 and 2009 totaled approximately $1.48 billion, $1.64 billion and $1.67 billion, respectively.

Brand and Intellectual Property

We own registered marks for the SUNGARD name and own or have applied for trademark registrations for many of our services and software products.

To protect our proprietary services and software, we rely upon a combination of copyright, patent, trademark and trade secret law, confidentiality restrictions in contracts with employees, customers and others, software security measures, and registered copyrights and patents. We also have established policies requiring our personnel and representatives to maintain the confidentiality of our proprietary property. We have a few registrations of our copyrights and a number of patents and patent applications pending. We will continue to apply for software and business method patents on a case-by-case basis and will continue to monitor ongoing developments in the evolving software and business method patent field (see ITEM 1A — RISK FACTORS).

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Competition

Because most of our computer services and software solutions are specialized and technical in nature, most of the niche areas in which we compete have a relatively small number of significant competitors. Some of our existing competitors and some potential competitors have substantially greater financial, technological and marketing resources than we have (see ITEM 1A — RISK FACTORS).

Financial Systems.  In our FS business, we compete with numerous other data processing and software vendors that may be broadly categorized into two groups. The first group is comprised of specialized financial systems companies that are much smaller than we are. The second group is comprised of large computer services companies whose principal businesses are not in the financial systems area, some of which are also active acquirors. We also face competition from the internal processing and IT departments of our customers and prospects. The key competitive factors in marketing financial systems are the accuracy and timeliness of processed information provided to customers, features and adaptability of the software, level and quality of customer support, degree of responsiveness, level of software development expertise, total cost of ownership and return on investment. We believe that we compete effectively with respect to each of these factors and that our leadership, reputation and experience in this business are important competitive advantages.

Higher Education and Public Sector.  In our HE and PS businesses, we compete with a variety of other vendors depending upon customer characteristics such as size, type, location, computing environment and functional requirements. For example, different competitors serve educational institutions and government agencies of different sizes or types and in different states or geographic regions. Competitors in these businesses range from larger providers of generic enterprise resource planning systems to smaller providers of specialized applications and technologies. We also compete with outsourcers and systems integrators, as well as the internal processing and information technology departments of our customers and prospective customers. The key competitive factors in marketing higher education and public sector systems are the accuracy and timeliness of processed information provided to customers, features and adaptability of the software, level and quality of customer support, degree of responsiveness, level of software development expertise and overall net cost. We believe that we compete effectively on each of these factors and that our leadership, reputation and experience in these businesses are important competitive advantages.

Availability Services.  In our AS business, our greatest source of competition for recovery and advanced recovery services is in-house dedicated solutions, which are solutions that our customers or prospective customers develop and maintain internally instead of purchasing from a vendor such as us. Historically, our single largest commercial competitor in the AS business for recovery and advanced recovery services has been IBM Corporation, which we believe is the only company other than ours that currently provides the full continuum of information availability services. We also face competition from specialized vendors, including hardware manufacturers, data-replication and virtualization software companies, outsourcers, managed hosting companies, IT services companies and telecommunications companies. Competition among managed or data center service providers is fragmented across various competitor types, such as major telecommunication providers, carrier neutral managed services providers, real estate investment trusts, IT outsourcers and regional colocation providers. We believe that we compete effectively with respect to the key competitive dimensions in the information availability industry, namely economies of scale, quality of infrastructure, scope and quality of services, including breadth of hardware platforms and network capacity, level and quality of customer support, level of technical expertise, vendor neutrality and price. We also believe that our experience and reputation as an innovator in information availability solutions, our proven track record, our financial stability and our ability to provide the entire portfolio of information availability services as a single vendor solution are important competitive advantages.

Employees

As of December 31, 2009, we had approximately 20,700 employees. We believe that our success depends partly on our continuing ability to retain and attract skilled technical, sales and management personnel. While skilled personnel are in high demand and competition exists for their talents, we believe that we have been

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able to retain and attract highly qualified personnel (see ITEM 1A — RISK FACTORS). We believe that our employee relations are excellent.

Sustainable Development

We have a strong commitment to sustainability. The customers, communities and environment we do business with and in are increasingly influenced by sustainability issues. Most of our businesses already have established practices for recycling, conservation and disposal of hazardous materials. We believe in accountability, doing business ethically and doing the right thing. We remain dedicated to establishing a corporate culture of sustainable development to help ensure that SunGard can continue to take pride in what we do and the way we do it.

During 2009, we produced our first Sustainability Report. We have been collecting data since 2008 to establish a baseline carbon footprint. The primary sources of our carbon footprint are the electricity that we use to power our data centers and office facilities and the air travel that we undertake in the course of doing business. SunGard is a large consumer of electricity in our 5,000,000 square feet of data center and operations space. In our Availability Services business, we track and manage our utility bills in the U.S. and have installed Internet meters in the U.K. We track and report our carbon footprint using an environmental management system. For further information, please refer to SunGard’s 2008 Sustainability Report which is available at http://sungard.com/aboutsungard/corporateresponsibility.aspx.

We also continued our partnerships with the World Business Council on Sustainable Development, The Green Grid organization and the Corporate Eco-Forum as part of our objective to work with companies across industries to implement best practices. We are a signatory to the Bali, Poznan and Copenhagen communiqués of the Prince of Wales’s Corporate Leaders Group on Climate Change, and we are also partners of the Prince’s Rainforest Project. During 2009, we also participated in the Environmental Defense Fund’s Climate Corps program as part of Kohlberg Kravis Roberts’ Green Portfolio Project.

Item 1A. Risk Factors

Certain of the matters we discuss in this Report on Form 10-K may constitute forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Some of the factors that we believe could affect our results include:

•  our high degree of debt-related leverage;

•  general economic and market conditions;

•  the condition of the financial services industry, including the effect of any further consolidation among financial services firms;

•  the integration of acquired businesses, the performance of acquired businesses, and the prospects for future acquisitions;

•  the effect of war, terrorism, natural disasters or other catastrophic events;

•  the effect of disruptions to our systems and infrastructure;

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•  the timing and magnitude of software sales;

•  the timing and scope of technological advances;

•  customers taking their information availability solutions in-house;

•  the trend in information availability toward solutions utilizing more dedicated resources;

•  the market and credit risks associated with clearing broker operations;

•  the ability to retain and attract customers and key personnel;

•  risks relating to the foreign countries where we transact business;

•  the ability to obtain patent protection and avoid patent-related liabilities in the context of a rapidly developing legal framework for software and business-method patents;

•  a material weakness in our internal controls; and

•  unanticipated changes in our tax provision or the adoption of new tax legislation.

The factors described in this paragraph and other factors that may affect our business or future financial results, as and when applicable, are discussed in our filings with the Securities and Exchange Commission (“SEC”), including this Report on Form 10-K. We assume no obligation to update any written or oral forward-looking statements made by us or on our behalf as a result of new information, future events or other factors.

Risks Related to Our Indebtedness

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our debt obligations.

As a result of being acquired on August 11, 2005 by a consortium of private equity investment funds, we are highly leveraged and our debt service requirements are significant.

Our high degree of debt-related leverage could have important consequences, including:

•  making it more difficult for us to make payments on our debt obligations;

•  increasing our vulnerability to general economic and industry conditions;

•  requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

•  exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, are at variable rates of interest;

•  restricting us from making acquisitions or causing us to make non-strategic divestitures;

•  limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and

•  limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in our senior secured credit facilities and the indentures relating to our senior notes due 2013 and 2015 and senior subordinated notes due 2015. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

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Our debt agreements contain restrictions that limit our flexibility in operating our business.

Our senior secured credit agreement and the indentures governing our senior notes due 2013 and 2015 and senior subordinated notes due 2015 contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our ability to, among other things:

•  incur additional indebtedness or issue certain preferred shares;

•  pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

•  make certain investments;

•  sell certain assets;

•  create liens;

•  consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

•  enter into certain transactions with our affiliates.

In addition, under the senior secured credit agreement, we are required to satisfy and maintain specified financial ratios and other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we may not be able to meet those ratios and tests. A breach of any of these covenants could result in a default under the senior secured credit agreement. Upon an event of default under the senior secured credit agreement, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit.

If we were unable to repay those amounts, the lenders under the senior secured credit agreement could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the senior secured credit agreement and the senior notes due 2014, to the extent required by the indenture governing these notes. If the lenders under the senior secured credit agreement accelerate the repayment of borrowings, we may not have sufficient assets to repay the senior secured credit facilities and the senior notes, as well as our unsecured indebtedness.

Risks Related to Our Business

Our business depends largely on the economy and financial markets, and a slowdown or downturn in the economy or financial markets could adversely affect our business and results of operations.

When there is a slowdown or downturn in the economy, a drop in stock market levels or trading volumes, or an event that disrupts the financial markets, our business and financial results may suffer for a number of reasons. Customers may react to worsening conditions by reducing their capital expenditures in general or by specifically reducing their IT spending. In addition, customers may curtail or discontinue trading operations, delay or cancel IT projects, or seek to lower their costs by renegotiating vendor contracts. Also, customers with excess IT resources may choose to take their information availability solutions in-house rather than obtain those solutions from us. Moreover, competitors may respond to market conditions by lowering prices and attempting to lure away our customers to lower cost solutions. If any of these circumstances remain in effect for an extended period of time, there could be a material adverse effect on our financial results. Because our financial performance tends to lag behind fluctuations in the economy, our recovery from any particular downturn in the economy may not occur until after economic conditions have generally improved.

Our business depends to a significant degree on the financial services industry, and a weakening of, or further consolidation in, the financial services industry could adversely affect our business and results of operations.

Because our customer base is concentrated in the financial services industry, our business is largely dependent on the health of that industry. When there is a general downturn in the financial services industry,

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or if our customers in that industry experience financial or business problems, our business and financial results may suffer. If financial services firms continue to consolidate, there could be a material adverse effect on our business and financial results. When a customer merges with a firm using its own solution or another vendor’s solution, they could decide to consolidate on a non-SunGard system, which could have an adverse effect on our financial results.

Our acquisition program is an important element of our strategy but, because of the uncertainties involved, this program may not be successful and we may not be able to successfully integrate and manage acquired businesses.

Part of our growth strategy is to pursue additional acquisitions in the future. There can be no assurance that our acquisition program will continue to be successful. In addition, we may finance any future acquisition with debt, which would increase our overall levels of indebtedness and related interest costs. If we are unable to successfully integrate and manage acquired businesses, then our business and financial results may suffer. It is possible that the businesses we have acquired and businesses that we acquire in the future may perform worse than expected, be subject to an adverse litigation outcome or prove to be more difficult to integrate and manage than expected. If that happens, there may be a material adverse effect on our business and financial results for a number of reasons, including:

•  we may have to devote unanticipated financial and management resources to acquired businesses;

•  we may not be able to realize expected operating efficiencies or product integration benefits from our acquisitions;

•  we may have to write off goodwill or other intangible assets; and

•  we may incur unforeseen obligations or liabilities (including assumed liabilities not fully indemnified by the seller) in connection with acquisitions.

If we are unable to identify suitable acquisition candidates and successfully complete acquisitions, our growth may be adversely affected.

Our growth has depended in part on our ability to acquire similar or complementary businesses on favorable terms. This growth strategy is subject to a number of risks that could adversely affect our business and financial results, including:

•  we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms;

•  we may face competition for acquisitions from other potential acquirers, some of whom may have greater resources than us or may be less highly leveraged, or from the possibility of an acquisition target pursuing an initial public offering of its stock;

•  we may have to incur additional debt to finance future acquisitions as we have done in the past and no assurance can be given as to whether, and on what terms, such additional debt will be available; and

•  we may find it more difficult or costly to complete acquisitions due to changes in accounting, tax, securities or other regulations.

Catastrophic events may disrupt or otherwise adversely affect the markets in which we operate, our business and our profitability.

Our business may be adversely affected by a war, terrorist attack, natural disaster or other catastrophe. A catastrophic event could have a direct negative impact on us or an indirect impact on us by, for example, affecting our customers, the financial markets or the overall economy. The potential for a direct impact is due primarily to our significant investment in our infrastructure. Although we maintain redundant facilities and have contingency plans in place to protect against both man-made and natural threats, it is impossible to fully anticipate and protect against all potential catastrophes. Despite our preparations, a security breach, criminal

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act, military action, power or communication failure, flood, severe storm or the like could lead to service interruptions and data losses for customers, disruptions to our operations, or damage to our important facilities. The same disasters or circumstances that may lead to our customers requiring access to our availability services may negatively impact our own ability to provide such services. Our three largest availability services facilities are particularly important, and a major disruption at one or more of those facilities could disrupt or otherwise impair our ability to provide services to our availability services customers. If any of these events happen, we may be exposed to unexpected liability, our customers may leave, our reputation may be tarnished, and there could be a material adverse effect on our business and financial results.

Our application service provider systems may be subject to disruptions that could adversely affect our reputation and our business.

Our application service provider systems maintain and process confidential data on behalf of our customers, some of which is critical to their business operations. For example, our trading and brokerage and clearance systems maintain account and trading information for our customers and their clients, and our wealth management and insurance systems maintain investor account information for retirement plans, insurance policies and mutual funds. There is no guarantee that the systems and procedures that we maintain to protect against unauthorized access to such information are adequate to protect against all security breaches. If our application service provider systems are disrupted or fail for any reason, or if our systems or facilities are infiltrated or damaged by unauthorized persons, our customers could experience data loss, financial loss, harm to reputation and significant business interruption. If that happens, we may be exposed to unexpected liability, our customers may leave, our reputation may be tarnished, and there could be a material adverse effect on our business and financial results.

Because the sales cycle for our software is typically lengthy and unpredictable, our results may fluctuate from period to period.

Our operating results may fluctuate from period to period and be difficult to predict in a particular period due to the timing and magnitude of software sales. We offer a number of our software solutions on a license basis, which means that the customer has the right to run the software on its own computers. The customer usually makes a significant up-front payment to license software, which we generally recognize as revenue when the license contract is signed and the software is delivered. The size of the up-front payment often depends on a number of factors that are different for each customer, such as the number of customer locations, users or accounts. As a result, the sales cycle for a software license may be lengthy and take unexpected turns. Thus, it is difficult to predict when software sales will occur or how much revenue they will generate. Since there are few incremental costs associated with software sales, our operating results may fluctuate from quarter to quarter and year to year due to the timing and magnitude of software sales.

Rapid changes in technology and our customers’ businesses could adversely affect our business and financial results.

Our business may suffer if we do not successfully adapt our products and services to changes in technology and changes in our customers’ businesses. These changes can occur rapidly and at unpredictable intervals and we may not be able to respond adequately. If we do not successfully update and integrate our products and services to adapt to these changes, or if we do not successfully develop new products and services needed by our customers to keep pace with these changes, then our business and financial results may suffer. Our ability to keep up with technology and business changes is subject to a number of risks and we may find it difficult or costly to, among other things:

•  update our products and services and to develop new products fast enough to meet our customers’ needs;

•  make some features of our products and services work effectively and securely over the Internet;

•  integrate more of our FS solutions;

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•  update our products and services to keep pace with business, regulatory and other developments in the financial services industry, where many of our customers operate; and

•  update our services to keep pace with advancements in hardware, software and telecommunications technology.

Some technological changes, such as advancements that have facilitated the ability of our AS customers to develop their own internal solutions, may render some of our products and services less valuable or eventually obsolete. In addition, because of ongoing, rapid technological changes, the useful lives of some technology assets have become shorter and customers are therefore replacing these assets more often. As a result, our customers are increasingly expressing a preference for contracts with shorter terms, which could make our revenue less predictable in the future.

Customers taking their information availability solutions in-house may continue to create pressure on our organic revenue growth rate.

Our AS solutions allow customers to leverage our significant infrastructure and take advantage of our experience, technology expertise, resource management capabilities and vendor neutrality. Technological advances in recent years have significantly reduced the cost and the complexity of developing in-house solutions. Some customers, especially among the very largest having significant IT resources, prefer to develop and maintain their own in-house availability solutions, which can result in a loss of revenue from those customers. If this trend continues or worsens, there will be continued pressure on our organic revenue growth rate.

The trend toward information availability solutions utilizing more single customer dedicated resources likely will lower our overall operating margin rate over time.

In the information availability services industry, especially among our more sophisticated customers, there is an increasing preference for solutions that utilize some level of dedicated resources, such as blended advanced recovery services and managed services. The primary reason for this trend is that adding dedicated resources, although more costly, provides greater control, reduces data loss and facilitates quicker responses to business interruptions. Advanced recovery services often result in greater use of dedicated resources with a modest decrease in operating margin rate. Managed services require significant dedicated resources and, therefore, have an appropriately lower operating margin rate.

Our brokerage operations are highly regulated and are riskier than our other businesses.

Organizations like the Securities and Exchange Commission, Financial Services Authority and Financial Industry Regulatory Authority can, among other things, fine, censure, issue cease-and-desist orders and suspend or expel a broker/dealer or any of its officers or employees for failures to comply with the many laws and regulations that govern brokerage operations. Our ability to comply with these laws and regulations is largely dependent on our establishment, maintenance and enforcement of an effective brokerage compliance program. Our failure to establish, maintain and enforce proper brokerage compliance procedures, even if unintentional, could subject us to significant losses, lead to disciplinary or other actions, and tarnish our reputation. Regulations affecting the brokerage industry, in particular with respect to active traders, may change, which could adversely affect our financial results.

We are exposed to certain risks relating to the execution and clearance services provided by our brokerage operations to retail customers, institutional clients (including hedge funds and other broker/dealers), and proprietary traders. These risks include, but are not limited to, customers failing to pay for securities commitments in the marketplace, trading errors, the inability or failure to settle trades, and trade execution or clearance systems failures. In our other businesses, we generally can disclaim liability for trading losses that may be caused by our software, but in our brokerage operations, we cannot limit our liability for trading losses even when we are not at fault. As a result we may suffer losses that are disproportionate to the relatively modest profit contributions of this business.

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We could lose revenue due to “fiscal funding” or “termination for convenience” clauses in certain customer contracts, especially in our HE and PS businesses.

Certain of our customer contracts, particularly those with governments, institutions of higher education and school districts, may be partly or completely terminated by the customer due to budget cuts or sometimes for any reason at all. These types of clauses are often called “fiscal funding” or “termination for convenience” clauses. If a customer exercises one of these clauses, the customer would be obligated to pay for the services we performed up to the date of exercise, but would not have to pay for any further services. In addition, governments, institutions of higher education and school districts may require contract terms that differ from our standard terms. While we have not been materially affected by exercises of these clauses in the past or other unusual terms, we may be in the future. If customers that collectively represent a substantial portion of our revenue were to invoke the fiscal funding or termination for convenience clauses of their contracts, our future business and results of operations could be adversely affected.

If we fail to comply with government regulations in connection with our business or providing technology services to certain financial institutions, our business and results of operations may be adversely affected.

Because we act as a third-party service provider to financial institutions and provide mission-critical applications for many financial institutions that are regulated by one or more member agencies of the Federal Financial Institutions Examination Council (“FFIEC”), we are subject to examination by the member agencies of the FFIEC. More specifically, we are a Multi-Regional Data Processing Servicer of the FFIEC because we provide mission critical applications for financial institutions from several data centers located in different geographic regions. As a result, the FFIEC conducts periodic reviews of certain of our operations in order to identify existing or potential risks associated with our operations that could adversely affect the financial institutions to whom we provide services, evaluate our risk management systems and controls, and determine our compliance with applicable laws that affect the services we provide to financial institutions. In addition to examining areas such as our management of technology, data integrity, information confidentiality and service availability, the reviews also assess our financial stability. Our incurrence of significant debt in connection with the Transaction increases the risk of an FFIEC agency review determining that our financial stability has been weakened. A sufficiently unfavorable review from the FFIEC could result in our financial institution customers not being allowed to use our technology services, which could have a material adverse effect on our business and financial condition.

If we fail to comply with any regulations applicable to our business, we may be exposed to unexpected liability and/or governmental proceedings, our customers may leave, our reputation may be tarnished, and there could be a material adverse effect on our business and financial results. In addition, the future enactment of more restrictive laws or rules on the federal or state level, or, with respect to our international operations, in foreign jurisdictions on the national, provincial, state or other level, could have an adverse impact on business and financial results.

If we are unable to retain or attract customers, our business and financial results will be adversely affected.

If we are unable to keep existing customers satisfied, sell additional products and services to existing customers or attract new customers, then our business and financial results may suffer. A variety of factors could affect our ability to successfully retain and attract customers, including the level of demand for our products and services, the level of customer spending for information technology, the level of competition from customers that develop their own solutions internally and from other vendors, the quality of our customer service, our ability to update our products and develop new products and services needed by customers, and our ability to integrate and manage acquired businesses. Further, the markets in which we operate are highly competitive and we may not be able to compete effectively. Our services revenue, which has been largely recurring in nature, comes from the sale of our products and services under fixed-term contracts. We do not have a unilateral right to extend these contracts when they expire. Revenue from our broker/dealer businesses is not subject to minimum or ongoing contractual commitments on the part of brokerage customers. If

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customers cancel or refuse to renew their contracts, or if customers reduce the usage levels or asset values under their contracts, there could be a material adverse effect on our business and financial results.

If we fail to retain key employees, our business may be harmed.

Our success depends on the skill, experience and dedication of our employees. If we are unable to retain and attract sufficiently experienced and capable personnel, especially in product development, sales and management, our business and financial results may suffer. For example, if we are unable to retain and attract a sufficient number of skilled technical personnel, our ability to develop high quality products and provide high quality customer service may be impaired. Experienced and capable personnel in the technology industry remain in high demand, and there is continual competition for their talents. When talented employees leave, we may have difficulty replacing them, and our business may suffer. There can be no assurance that we will be able to successfully retain and attract the personnel that we need.

We are subject to the risks of doing business internationally.

A portion of our revenue is generated outside the United States, primarily from customers located in the United Kingdom and Continental Europe. Over the past few years we have expanded our operations in India and acquired businesses in China and Singapore in an effort to increase our presence throughout Asia Pacific. Because we sell our services outside the United States, our business is subject to risks associated with doing business internationally. Accordingly, our business and financial results could be adversely affected due to a variety of factors, including:

•  changes in a specific country’s or region’s political and cultural climate or economic condition;

•  unexpected changes in foreign laws and regulatory requirements;

•  difficulty of effective enforcement of contractual provisions in local jurisdictions;

•  inadequate intellectual property protection in foreign countries;

•  trade-protection measures, import or export licensing requirements such as Export Administration Regulations promulgated by the U.S. Department of Commerce and fines, penalties or suspension or revocation of export privileges;

•  the effects of applicable foreign tax law and potentially adverse tax law changes;

•  significant adverse changes in foreign currency exchange rates;

•  longer accounts receivable cycles;

•  managing a geographically dispersed workforce; and

•  difficulties associated with repatriating cash in a tax-efficient manner.

In foreign countries, particularly in those with developing economies, certain business practices may exist that are prohibited by laws and regulations applicable to us, such as the U.S. Foreign Corrupt Practices Act. Although our policies and procedures require compliance with these laws and are designed to facilitate compliance with these laws, our employees, contractors and agents may take actions in violation of applicable laws or our policies. Any such violation, even if prohibited by our policies, could have a material adverse effect on our business and reputation.

The private equity firms that acquired the Company (“Sponsors”) control us and may have conflicts of interest with us.

Investment funds associated with or designated by the Sponsors indirectly own, through their ownership in the Parent Companies, a substantial portion of our capital stock. As a result, the Sponsors have control over our decisions to enter into any corporate transaction regardless of whether noteholders believe that any such transaction is in their own best interests. For example, the Sponsors could cause us to make acquisitions or

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pay dividends that increase the amount of indebtedness that is secured or that is senior to our senior subordinated notes or to sell assets.

Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. One or more of the Sponsors may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by the Sponsors continue to indirectly own a significant amount of the outstanding shares of our common stock, even if such amount is less than 50%, the Sponsors will continue to be able to strongly influence or effectively control our decisions.

If we are unable to protect our proprietary technologies and defend infringement claims, we could lose one of our competitive advantages and our business could be adversely affected.

Our success depends in part on our ability to protect our proprietary products and services and to defend against infringement claims. If we are unable to do so, our business and financial results may suffer. To protect our proprietary technology, we rely upon a combination of copyright, patent, trademark and trade secret law, confidentiality restrictions in contracts with employees, customers and others, software security measures, and registered copyrights and patents. Despite our efforts to protect the proprietary technology, unauthorized persons may be able to copy, reverse engineer or otherwise use some of our technology. It also is possible that others will develop and market similar or better technology to compete with us. Furthermore, existing patent, copyright and trade secret laws may afford only limited protection, and the laws of certain countries do not protect proprietary technology as well as United States law. For these reasons, we may have difficulty protecting our proprietary technology against unauthorized copying or use. If any of these events happens, there could be a material adverse effect on the value of our proprietary technology and on our business and financial results. In addition, litigation may be necessary to protect our proprietary technology. This type of litigation is often costly and time-consuming, with no assurance of success.

The software industry is characterized by the existence of a large number of patents and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Some of our competitors or other third parties may have been more aggressive than us in applying for or obtaining patent protection for innovative proprietary technologies both in the United States and internationally. In addition, we use a limited amount of open source software in our products and may use more open source software in the future. Because open source software is developed by numerous independent parties over whom we exercise no supervision or control, allegations of infringement for using open source software are possible. Although we monitor our use and our suppliers’ use of open source software to avoid subjecting our products to conditions we do not intend, the terms of many open source licenses have not been interpreted by United States or other courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products.

As a result of all of these factors, there can be no assurance that in the future third parties will not assert infringement claims against us (as they have already done in the past) and preclude us from using a technology in our products or require us to enter into royalty and licensing arrangements on terms that are not favorable to us, or force us to engage in costly infringement litigation, which could result in us paying monetary damages or being forced to redesign our products to avoid infringement. Additionally, our licenses and service agreements with our customers generally provide that we will defend and indemnify them for claims against them relating to our alleged infringement of the intellectual property rights of third parties with respect to our products or services. We might have to defend or indemnify our customers to the extent they are subject to these types of claims. Any of these claims may be difficult and costly to defend and may lead to unfavorable judgments or settlements, which could have a material adverse effect on our reputation, business and financial results. For these reasons, we may find it difficult or costly to add or retain important features in our products and services.

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Defects, design errors or security flaws in our products could harm our reputation and expose us to potential liability.

Most of our products are very complex software systems that are regularly updated. No matter how careful the design and development, complex software often contains errors and defects when first introduced and when major new updates or enhancements are released. If errors or defects are discovered in our current or future products, we may not be able to correct them in a timely manner, if at all. In our development of updates and enhancements to our products, we may make a major design error that makes the product operate incorrectly or less efficiently.

In addition, certain of our products include security features that are intended to protect the privacy and integrity of customer data. Despite these security features, our products and systems, and our customers’ systems may be vulnerable to break-ins and similar problems caused by third parties, such as hackers bypassing firewalls and misappropriating confidential information. Such break-ins or other disruptions could jeopardize the security of information stored in and transmitted through our computer systems and those of our customers, subject us to liability and tarnish our reputation. We may need to expend significant capital resources in order to eliminate or work around errors, defects, design errors or security problems. Any one of these problems in our products may result in the loss of or a delay in market acceptance of our products, the diversion of development resources, a lower rate of license renewals or upgrades and damage to our reputation, and in turn may increase service and warranty costs.

A material weakness in our internal controls could have a material adverse affect on us.

Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to effectively prevent fraud. If we cannot provide reasonable assurance with respect to our financial reports and effectively prevent fraud, our reputation and operating results could be harmed. Pursuant to the Sarbanes-Oxley Act of 2002, we are required to furnish a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control. Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Further, the complexities of our quarter- and year-end closing processes increase the risk that a weakness in internal controls over financial reporting may go undetected. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that the control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, we could fail to meet our reporting obligations, and there could be a material adverse effect on our business and financial results.

Unanticipated changes in our tax provision or the adoption of new tax legislation could affect our profitability or cash flow.

We are subject to income taxes in the United States and many foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes. We regularly are under audit by tax authorities. Although we believe our tax provision is reasonable, the final determination of our tax liability could be materially different from our historical income tax provisions, which could have a material effect on our financial position, results of operations or cash flows. In addition, tax-law amendments in the U.S. and other jurisdictions could significantly impact how U.S. multinational corporations are taxed. Although we cannot predict whether or in what form such legislation will pass, if enacted it could have an adverse effect on our business and financial results.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We lease space, primarily for availability services facilities, data centers, sales offices, customer support offices and administrative offices, in many locations worldwide. We also own some of our computer and office facilities. Our principal facilities include our leased Availability Services facilities in Philadelphia, Pennsylvania (640,000 square feet), Carlstadt, New Jersey (578,600 square feet), and Hounslow, England (195,000 square feet) and include our financial systems application service provider centers in Voorhees, New Jersey; Birmingham, Alabama; Burlington, Massachusetts; Hopkins, Minnesota; Ridgefield, New Jersey; and Wayne, Pennsylvania. We believe that our leased and owned facilities are adequate for our present operations.

Item 3. Legal Proceedings

We are presently a party to certain lawsuits arising in the ordinary course of our business. We believe that none of our current legal proceedings will be material to our business, financial condition or results of operations.

Item 4. (Removed and Reserved)

PART II

Item 5. Market for Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our outstanding common stock is privately held, and there is no established public trading market for our common stock. As of the date of this filing, there was one holder of record of our common stock.

See ITEM 7, “Liquidity and Capital Resources — Covenant Compliance” for a description of restrictions on our ability to pay dividends.

Item 6. Selected Financial Data

SunGard Capital Corp. ⁽¹⁾

	For the period from
	August 11, 2005 through
Income Statement Data (2) (3)	December 31, 2005(1)			2006			2007			2008			2009
	(In millions)
Revenue	$	1,631		$	4,323		$	4,901		$	5,596		$	5,508
Income (loss) from operations		198			532			630			469			(576	)
Net loss		(29	)		(116	)		(60	)		(242	)		(1,117	)

Balance Sheet Data (2)	2005		2006		2007		2008		2009
	(In millions)
Total assets	$	14,589	$	14,682	$	14,842	$	15,778	$	13,980
Total short-term and long-term debt		7,429		7,439		7,485		8,875		8,315
Equity		3,389		3,394		3,384		2,869		1,914

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SunGard Capital Corp. II ⁽¹⁾

	For the period from
	August 11, 2005 through
Income Statement Data (2) (3)	December 31, 2005(1)			2006			2007			2008			2009
	(In millions)
Revenue	$	1,631		$	4,323		$	4,901		$	5,596		$	5,508
Income (loss) from operations		198			532			631			470			(576	)
Net loss		(29	)		(118	)		(60	)		(242	)		(1,118	)

Balance Sheet Data (2)	2005		2006		2007		2008		2009
	(In millions)
Total assets	$	14,587	$	14,673	$	14,840	$	15,778	$	13,980
Total short-term and long-term debt		7,429		7,439		7,485		8,875		8,315
Stockholders’ equity		3,521		3,524		3,505		3,011		2,026

SunGard Data Systems Inc.

	Predecessor		Successor
	January 1		August 11			Combined(1)
	through		through			Year Ended
	August 10,		December 31,			December 31,		Successor
Income Statement Data (2)(3)	2005		2005			2005		2006			2007			2008			2009
	(In millions)
Revenue	$	2,371	$	1,631		$	4,002	$	4,323		$	4,901		$	5,596		$	5,508
Income (loss) from operations		296		197			493		532			631			470			(576	)
Net income (loss)		146		(29	)		117		(118	)		(60	)		(242	)		(1,118	)

	Successor
Balance Sheet Data(2)	2005		2006		2007		2008		2009
	(In millions)
Total assets	$	14,587	$	14,671	$	14,840	$	15,778	$	13,980
Total short-term and long-term debt		7,429		7,439		7,485		8,875		8,315
Stockholders’ equity		3,572		3,574		3,556		3,063		2,067

(1)	SunGard Capital Corp. (“SCC”) and SunGard Capital Corp. II (“SCCII”) were created in 2005 for the purpose of acquiring SunGard Data Systems Inc. (“SunGard”) which occurred on August 11, 2005 (the “Transaction”). SunGard’s combined results for the year ended December 31, 2005 represent the addition of the Predecessor period from January 1, 2005 through August 10, 2005 and the Successor period from August 11, 2005 through December 31, 2005. This combination does not comply with generally accepted accounting principles or with the rules for pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our results.
(2)	Includes the effect of business acquisitions and dispositions from the date of each event. There were eleven acquisitions in 2005, ten acquisitions in 2006, eleven acquisitions in 2007, six acquisitions in 2008 and three acquisitions in 2009. Three businesses were sold in 2006, four businesses were sold in 2008 and two businesses were sold in 2009.
(3)	The period from January 1, 2005 through August 10, 2005 includes $59 million of accounting, investment banking, legal and other costs associated with the Transaction and the abandoned spin-off of SunGard Availability Services as well as $59 million resulting from the acceleration of vesting of stock options and restricted stock.
	The period from August 11, 2005 through December 31, 2005 includes $18 million consisting primarily of payroll taxes and certain compensation expenses related to the Transaction.

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2007 includes expense of $28 million associated with the early retirement of the $400 million of senior floating rate notes due 2013, of which $19 million represented the retirement premium paid to noteholders.

2008 includes a goodwill impairment charge of $128 million, intangible asset write-offs of $67 million and foreign currency losses and unused alternative financing commitment fees associated with the acquisition of GL TRADE S.A. of $17 million.

2009 includes a goodwill impairment charge of $1.13 billion and intangible asset write-offs of $35 million.

See Notes 1, 2 and 6 of Notes to Consolidated Financial Statements.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are one of the world’s leading software and technology services companies. We provide software and processing solutions to institutions throughout the financial services industry, higher education, and the public sector; and we help enterprises of all types maintain the continuity of their business through information availability services. We support more than 25,000 customers in over 70 countries. We operate our business in four segments: Financial Systems (“FS”), Higher Education (“HE”), Public Sector (“PS”) and Availability Services (“AS”). Our FS segment primarily serves financial services companies, corporate and government treasury departments and energy companies. Our HE segment primarily serves higher education institutions. Our PS segment primarily serves state and local governments and not-for-profit organizations. Our AS segment serves IT-dependent companies across virtually all industries.

SunGard Data Systems Inc. (“SunGard”) was acquired on August 11, 2005 in a leveraged buy-out by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (the “Transaction”).

SunGard is a wholly owned subsidiary of SunGard Holdco LLC, which is wholly owned by SunGard Holding Corp., which is wholly owned by SunGard Capital Corp. II (“SCCII”), which is a subsidiary of SunGard Capital Corp (“SCC”). SCCII and SCC are collectively referred to as the “Parent Companies.” All four of these companies were formed for the purpose of facilitating the Transaction and are collectively referred to as the “Holding Companies.”

In FS, we primarily serve financial services companies through a broad range of complementary software solutions that process their investment and trading transactions. The principal purpose of most of these systems is to automate the business processes associated with trading securities, managing portfolios and accounting for investment assets.

In HE, we primarily provide software, strategic and systems integration consulting, and technology management services to higher education organizations around the world, including colleges, universities, campuses, foundations and state systems. HE solutions include administration, advancement, IT management, performance management, enrollment management, academic performance and strategic planning.

In PS, we primarily provide software and processing solutions designed to meet the specialized needs of central, federal, state and local governments, public safety and justice agencies, public schools, utilities, non-profits, and other public sector institutions. Our PS solutions support a range of specialized enterprise resource planning and administrative solutions.

In AS, we help our customers maintain access to the information and computer systems they need to run their businesses by providing them with cost-effective resources to keep their mission-critical IT systems reliable and secure. We offer a complete range of availability services, including recovery services, managed services, consulting services and business continuity management software.

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Global Economic Conditions

Current instability in the worldwide financial markets, including volatility in and disruption of the credit markets, has resulted in uncertain economic conditions. Late in 2008, a global financial crisis triggered unprecedented market volatility and depressed economic growth. In 2009, the markets began to slowly stabilize as the year progressed, but have not returned to pre-crisis levels.

Our results of operations typically trail current economic activity, largely due to the multi-year contracts that generate the majority of our revenue. We participate in financial services, higher education and public sector markets and, in our availability services business, across a broad cross-section of industries. We also participate in most major geographic markets around the world. Each of these markets, to varying degrees, has experienced some disruption. The results in 2009 reflect the impact of these challenging economic conditions. In response, we have right-sized our expense base in line with expected revenue opportunities but have continued to invest in capital spending, product development and to opportunistically acquire technology through acquisitions.

The following discussion reflects the results of operations and financial condition of SCC, which are materially the same as the results of operations and financial condition of SCCII and SunGard. Therefore, the discussions provided are applicable to each of SCC, SCCII and SunGard unless otherwise noted. Also, the following discussion includes historical and certain forward-looking information that should be read together with the accompanying Consolidated Financial Statements and related footnotes and the discussion above of certain risks and uncertainties (see ITEM 1A — RISK FACTORS) that could cause future operating results to differ materially from historical results or the expected results indicated by forward-looking statements.

Use of Estimates and Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make many estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. Those estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. We review our estimates and judgments on an ongoing basis and revise them when necessary. Actual results may differ from the original or revised estimates. A summary of our significant accounting policies is contained in Note 1 of Notes to Consolidated Financial Statements. A description of the most critical policies and those areas where estimates have a relatively greater effect in the financial statements follows. Our management has discussed the critical accounting policies described below with our audit committee.

Intangible Assets and Purchase Accounting

Purchase accounting requires that all assets and liabilities be recorded at fair value on the acquisition date, including identifiable intangible assets separate from goodwill. Identifiable intangible assets include customer base (which includes customer contracts and relationships), software and trade name. Goodwill represents the excess of cost over the fair value of net assets acquired.

The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, the specific characteristics of the identified intangible assets, and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, technological developments, economic conditions and competition. In connection with our determination of fair values for the Transaction and for other significant acquisitions, we engage independent appraisal firms to assist us with the valuation of intangible (and certain tangible) assets acquired and certain assumed obligations.

We periodically review carrying values and useful lives of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Factors that could indicate an impairment include significant underperformance of the asset as compared to

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historical or projected future operating results, or significant negative industry or economic trends. When we determine that the carrying value of a group of assets may not be recoverable, the related estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset group are compared to the carrying value of the asset group. If the sum of the estimated future undiscounted cash flows is less than the carrying amount, we record an impairment charge based on the difference between the carrying value of the asset group and its fair value, which we estimate based on discounted expected future cash flows. In determining whether an asset group is impaired, we make assumptions regarding recoverability of costs, estimated future cash flows from the assets, intended use of the assets and other relevant factors. If these estimates or their related assumptions change, we may be required to record impairment charges for these assets.

We are required to perform a goodwill impairment test, a two-step test, annually and more frequently when negative conditions or a triggering event arise. We complete our annual goodwill impairment test as of July 1. In step one, the estimated fair value of each reporting unit is compared to its carrying value. If there is a deficiency (the estimated fair value is less than the carrying value), a step two test is required. In step two, the amount of any goodwill impairment is calculated by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of goodwill, with the resulting impairment reflected in operations. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination.

Estimating the fair value of a reporting unit requires various assumptions including the use of projections of future cash flows and discount rates that reflect the risks associated with achieving those cash flows. The assumptions about future cash flows and growth rates are based on management’s assessment of a number of factors including the reporting unit’s recent performance against budget as well as performance in the market that the reporting unit serves. Discount rate assumptions are based on an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit.

Based on an evaluation of 2009 year-end results and a reduction in the revenue growth outlook for the AS business, we concluded that AS had experienced a triggering event in its North American reporting unit (AS NA), one of two reporting units identified in the July 1 annual impairment test where the excess of the estimated fair value over the carrying value was less than 10%. None of our other reporting units experienced a triggering event. We first evaluated AS NA’s long-lived assets, primarily the customer base and property and equipment, for impairment. In performing the impairment tests for the long-lived assets, we estimated the undiscounted cash flows over the remaining useful lives of the customer base and compared the results to the carrying value of the asset groups. There was no impairment of the long-lived assets.

Next, in performing the goodwill impairment test, we estimated the fair value of AS NA by a combination of (i) estimation of the discounted cash flows based on projected earnings in the future using a discount factor that reflects the risk inherent in the projected cash flows (the income approach) and (ii) analysis of comparable companies’ market multiples (the market approach). The projected cash flows of the business were lower, based on our evaluation of year-end results and lower growth rates, than those used in the July 1 impairment test. The projections reflect estimated growth rates in the recovery and managed services businesses within AS NA, the impact of continued investment in products, cost savings initiatives and capital spending assumptions associated with the growth in these businesses. We used the same risk-adjusted discount rate in the December 31 test as was used in the July 1 test. As a result, we determined that the carrying value of AS NA was in excess of its fair value. In completing the step 2 test to determine the implied fair value of AS NA’s goodwill and therefore the amount of impairment, we first determined the fair value of the tangible and intangible assets and liabilities with the assistance of an external valuation firm. Based on the testing performed, we determined that the carrying value of AS NA’s goodwill exceeded its implied fair value by $1.13 billion and recorded a goodwill impairment charge for this amount. Our total remaining goodwill balance at December 31, 2009 is $6.18 billion.

After consideration of the AS NA impairment, we have two reporting units, including AS NA, whose goodwill balances total $1.13 billion at December 31, 2009, where the excess of the estimated fair value over the carrying value of the reporting unit was less than 10%. A one percentage point decrease in the perpetual

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growth rate or a one percentage point increase in the discount rate would cause these two reporting units to fail the step one test and require a step two analysis, and some or all of this goodwill could be impaired.

As a result of the change in the economic environment in the second half of 2008 and completion of the annual budgeting process, we completed an assessment of the recoverability of our goodwill in December 2008. In completing this review, we considered a number of factors, including a comparison of the budgeted revenue and profitability for 2009 to that included in the annual impairment test conducted as of July 1, 2008, and the amount by which the fair value of each reporting unit exceeded its carrying value in the 2008 impairment analysis, as well as qualitative factors such as the overall economy’s effect on each reporting unit. Based on that review, we concluded that the entire enterprise did not experience a triggering event that would require an impairment analysis of all of our reporting units, but that some reporting units required further impairment analysis. Based on this further analysis, we concluded that the decline in expected future cash flows in one of our PS reporting units was sufficient to result in an impairment of goodwill of $128 million.

Revenue Recognition

We generate services revenue from availability services, processing services, software maintenance and rentals, professional services and broker/dealer fees. All services revenue is recorded as the services are provided based on the fair value of each element. Fair value is determined based on the sales price of each element when sold separately. Most AS services revenue consists of fixed monthly fees based upon the specific computer configuration or business process for which the service is being provided, and the related costs are incurred ratably over the contract period. When recovering from an interruption, customers generally are contractually obligated to pay additional fees, which typically cover our incremental costs of supporting customers during recoveries. FS services revenue includes monthly fees, which may include a fixed minimum fee and/or variable fees based on a measure of volume or activity, such as the number of accounts, trades or transactions, users or the number of hours of service.

For fixed-fee professional services contracts, services revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. When contracts include both professional services and software and require a significant amount of program modification or customization, installation, systems integration or related services, the professional services and license revenue is recorded based upon the estimated percentage of completion, measured in the manner described above. Changes in the estimated costs or hours to complete the contract and losses, if any, are reflected in the period during which the change or loss becomes known.

License fees result from contracts that permit the customer to use our software products at its site. Generally, these contracts are multiple-element arrangements since they usually provide for professional services and ongoing software maintenance. In these instances, license fees are recognized upon the signing of the contract and delivery of the software if the license fee is fixed or determinable, collection is probable, and there is sufficient vendor specific evidence of the fair value of each undelivered element. Revenue is recorded when billed when customer payments are extended beyond normal billing terms, or when there is significant acceptance, technology or service risk. Revenue also is recorded over the longest service period in those instances where the software is bundled together with post-delivery services, and there is not sufficient evidence of the fair value of each undelivered service element.

We believe that our revenue recognition practices comply with the complex and evolving rules governing revenue recognition. Future interpretations of existing accounting standards, new standards or changes in our business practices could result in changes in our revenue recognition accounting policies that could have a material effect on our financial results.

Accounting for Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. Valuation allowances are recorded to reduce

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deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances. Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the appropriate taxing authority has completed their examination even though the statute of limitations remains open, or the statute of limitation expires. Considerable judgment is required in assessing and estimating these amounts and differences between the actual outcome of these future tax consequences and our estimates could have a material effect on our financial results.

Accounting for Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options, expected volatility of our stock price, and the number of awards expected to be forfeited. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, we estimate the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on our financial results. A deferred income tax asset is recorded over the vesting period as stock compensation expense is recorded. Our ability to use the deferred tax asset is ultimately based on the actual value of the stock-based award upon exercise or release of the restricted stock unit. If the actual value is lower than the fair value determined on the date of grant, then there could be an income tax expense for the portion of the deferred tax asset that cannot be used, which could have a material effect on our financial results.

Results of Operations

We evaluate performance of our segments based on operating results before interest, income taxes, goodwill impairment charges, amortization of acquisition-related intangible assets, stock compensation and certain other costs (see Note 12 of Notes to Consolidated Financial Statements).

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The following table sets forth, for the periods indicated, certain amounts included in our Consolidated Statements of Operations and the relative percentage that those amounts represent to consolidated revenue (unless otherwise indicated).

													Percent									Percent
													Increase									Increase
	2007						2008						(Decrease)			2009						(Decrease)
				% of						% of			2008 vs.						% of			2009 vs.
				Revenue						Revenue			2007						Revenue			2008
	(In millions)
Revenue
Financial systems (FS)	$	2,500			51	%	$	3,078			55	%		23	%	$	3,068			56	%		—	%
Higher education (HE)		543			11	%		540			10	%		(1	)%		526			10	%		(3	)%
Public sector systems (PS)		410			8	%		411			7	%		—	%		397			7	%		(3	)%
Software & processing solutions		3,453			70	%		4,029			72	%		17	%		3,991			72	%		(1	)%
Availability services (AS)		1,448			30	%		1,567			28	%		8	%		1,517			28	%		(3	)%
	$	4,901			100	%	$	5,596			100	%		14	%	$	5,508			100	%		(2	)%
Costs and Expenses
Cost of sales and direct operating	$	2,268			46	%	$	2,744			49	%		21	%	$	2,709			49	%		(1	)%
Sales, marketing and administration		1,043			21	%		1,152			21	%		10	%		1,112			20	%		(3	)%
Product development		271			6	%		308			6	%		14	%		302			5	%		(2	)%
Depreciation and amortization		251			5	%		278			5	%		11	%		291			5	%		5	%
Amortization of acquisition- related intangible assets		438			9	%		515			9	%		18	%		540			10	%		5	%
Goodwill impairment charge and merger costs		—			—	%		130			2	%		—	%		1,130			21	%		769	%
	$	4,271			87	%	$	5,127			92	%		20	%	$	6,084			110	%		19	%
Income from operations
Financial systems(1)	$	525			21	%	$	608			20	%		16	%	$	618			20	%		2	%
Higher education(1)		143			26	%		130			24	%		(9	)%		138			26	%		6	%
Public sector systems(1)		84			20	%		79			19	%		(6	)%		77			19	%		(3	)%
Software & processing solutions(1)		752			22	%		817			20	%		9	%		833			21	%		2	%
Availability services(1)		428			30	%		443			28	%		4	%		380			25	%		(14	)%
Corporate administration		(55	)		(1	)%		(51	)		(1	)%		7	%		(57	)		(1	)%		(12	)%
Amortization of acquisition- related intangible assets		(438	)		(9	)%		(515	)		(9	)%		(18	)%		(540	)		(10	)%		(5	)%
Goodwill impairment charge		—			—	%		(128	)		(2	)%		—	%		(1,126	)		(20	)%		(780	)%
Stock Compensation expense		(32	)		(1	)%		(35	)		(1	)%		(9	)%		(33	)		(1	)%		6	%
Merger costs and other items(2)		(25	)		(1	)%		(62	)		(1	)%		(148	)%		(33	)		(1	)%		47	%
Income from operations	$	630			13	%	$	469			8	%		(26	)%	$	(576	)		(10	)%		(223	)%

(1)	Percent of revenue is calculated as a percent of revenue from FS, HE, PS, Software & Processing Solutions, and AS, respectively.
(2)	Merger costs and other items include merger costs, management fees paid to the Sponsors, purchase accounting adjustments, including in 2008 certain acquisition-related compensation expense, and, in 2007, an unfavorable arbitration award related to a customer dispute, partially offset in each year by capitalized software development costs.

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The following table sets forth, for the periods indicated, certain supplemental revenue data and the relative percentage that those amounts represent to total revenue.

											Percent								Percent
											Increase								Increase
	2007					2008					(Decrease)			2009					(Decrease)
			% of					% of			2008 vs.					% of			2009 vs.
			Revenue					Revenue			2007					Revenue			2008
	(In millions)
Financial Systems
Services	$	2,155		44	%	$	2,737		49	%		27	%	$	2,737		50	%		—	%
License and resale fees		232		5	%		229		4	%		(1	)%		197		4	%		(14	)%
Total products and services		2,387		49	%		2,966		53	%		24	%		2,934		53	%		(1	)%
Reimbursed expenses		113		2	%		112		2	%		(1	)%		134		2	%		20	%
	$	2,500		51	%	$	3,078		55	%		23	%	$	3,068		56	%		—	%
Higher Education
Services	$	435		9	%	$	453		8	%		4	%	$	439		8	%		(3	)%
License and resale fees		98		2	%		77		1	%		(21	)%		79		1	%		3	%
Total products and services		533		11	%		530		9	%		(1	)%		518		9	%		(2	)%
Reimbursed expenses		10		—	%		10		—	%		—	%		8		—	%		(20	)%
	$	543		11	%	$	540		10	%		(1	)%	$	526		10	%		(3	)%
Public Sector Systems
Services	$	348		7	%	$	349		6	%		—	%	$	289		5	%		(17	)%
License and resale fees		58		1	%		57		1	%		(2	)%		104		2	%		82	%
Total products and services		406		8	%		406		7	%		—	%		393		7	%		(3	)%
Reimbursed expenses		4		—	%		5		—	%		25	%		4		—	%		(20	)%
	$	410		8	%	$	411		7	%		—	%	$	397		7	%		(3	)%
Software & Processing Solutions
Services	$	2,938		60	%	$	3,539		63	%		20	%	$	3,465		63	%		(2	)%
License and resale fees		388		8	%		363		6	%		(6	)%		380		7	%		5	%
Total products and services		3,326		68	%		3,902		70	%		17	%		3,845		70	%		(1	)%
Reimbursed expenses		127		3	%		127		2	%		—	%		146		3	%		15	%
	$	3,453		70	%	$	4,029		72	%		17	%	$	3,991		72	%		(1	)%
Availability Services
Services	$	1,426		29	%	$	1,544		28	%		8	%	$	1,496		27	%		(3	)%
License and resale fees		8		—	%		6		—	%		(25	)%		4		—	%		(33	)%
Total products and services		1,434		29	%		1,550		28	%		8	%		1,500		27	%		(3	)%
Reimbursed expenses		14		—	%		17		—	%		21	%		17		—	%		—	%
	$	1,448		30	%	$	1,567		28	%		8	%	$	1,517		28	%		(3	)%
Total Revenue
Services	$	4,364		89	%	$	5,083		91	%		16	%	$	4,961		90	%		(2	)%
License and resale fees		396		8	%		369		7	%		(7	)%		384		7	%		4	%
Total products and services		4,760		97	%		5,452		97	%		15	%		5,345		97	%		(2	)%
Reimbursed expenses		141		3	%		144		3	%		2	%		163		3	%		13	%
	$	4,901		100	%	$	5,596		100	%		14	%	$	5,508		100	%		(2	)%

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Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

Income from Operations:

Our total operating margin was -10% in 2009 and 8% in 2008 which included $1.13 billion and $128 million of goodwill impairment charges in AS in 2009 and PS in 2008, respectively. In addition to the increase in the goodwill impairment charges, the operating margin was also impacted by the decline in AS, a $33 million decrease in license fees and a $25 million increase in amortization of acquisition-related intangible assets, partially offset by margin improvement in our software and processing businesses primarily due to cost savings.

Financial Systems:

The FS operating margin was unchanged at 20% in each of 2009 and 2008. Margin improvement from cost savings initiatives, primarily in employee-related and consultant costs, was offset by a $30 million decrease in software license revenue and the reduced contribution from one of our trading systems businesses, a broker/dealer which has an inherently lower margin than our other FS businesses. The impact of this broker/dealer on FS operating margin is a decline of almost one margin point.

The most important factors affecting the FS operating margin are:

•  the level of trading volumes,

•  the level of IT spending and its impact on the overall demand for professional services and software license sales,

•  the rate and value of contract renewals, new contract signings and contract terminations,

•  the overall condition of the financial services industry and the effect of any further consolidation among financial services firms, and

•  the operating margins of recently acquired businesses, which tend to be lower at the outset and improve over a number of years.

Higher Education:

The HE operating margin was 26% in 2009 compared to 24% in 2008. The operating margin increase is due to the impact of cost savings during the year, primarily in employee-related and consultant costs and professional services expenses.

The most important factors affecting the HE operating margin are:

•  the rate and value of contract renewals, new contract signings and contract terminations,

•  the level of government funding and endowments, and

•  the level of IT spending and its impact on the overall demand for professional services and software license sales.

Public Sector:

The PS operating margin was 19% in each of 2009 and 2008. The $2 million decrease is due primarily to a decrease in software license fees.

The most important factors affecting the PS operating margin are:

•  the rate and value of contract renewals, new contract signings and contract terminations,

•  the level of government and school district funding, and

•  the level of IT spending and its impact on the overall demand for professional services and software license sales.

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Availability Services:

The AS operating margin, excluding the goodwill impairment charge, was 25% in 2009 compared to 28% in 2008, primarily due to facility expansions, mostly in Europe, which increased the fixed cost base in advance of anticipated revenue growth, increases in employee-related costs, mostly in North America, increased depreciation and amortization, and the impact of a change in the mix of revenue from recovery services which typically use shared resources to managed services which use dedicated resources.

The most important factors affecting the AS operating margin are:

•  the rate and value of contract renewals, new contract signings and contract terminations,

•  the timing and magnitude of equipment and facilities expenditures,

•  the level and success of new product development, and

•  the trend toward availability solutions utilizing more dedicated resources.

The margin rate of the AS European business is lower than the margin rate of the North American business due primarily to lower economies of scale in the distinct geographic markets served. However, the differential in the margins has narrowed over the past several years because of operational improvements in Europe and the growing proportion of managed services in North America.

Revenue:

Total revenue was $5.51 billion in 2009 compared to $5.60 billion in 2008. Included in 2009 was the full year impact from the acquisitions made in 2008 including the October 2008 acquisition of GL TRADE S.A. Organic revenue declined 3% primarily due to a decrease in professional services revenue in FS and HE. Organic revenue is defined as revenue from businesses owned for at least one year and adjusted for both the effects of businesses sold in the previous twelve months and the impact of currency exchange rates. When assessing our financial results, we focus on growth in organic revenue because overall revenue growth is affected by the timing and magnitude of acquisitions, dispositions and by currency exchange rates.

Services revenue, which is largely recurring in nature, includes revenue from availability services, processing services, software support and rentals, professional services, broker/dealer fees and hardware rentals. Services revenue decreased to $4.96 billion from $5.08 billion, representing approximately 90% of total revenue in 2009 compared to 91% in 2008. The revenue decrease of $122 million in 2009 was mainly due to a decrease in professional services and processing revenue and the impact of changes in currency exchange rates offset in part by the increase in software rentals, primarily from FS acquired businesses. The year to year decline reflects a change in classification in PS from services revenue to license and resale fees of $36 million.

Professional services revenue was $800 million and $961 million in 2009 and 2008, respectively. The decrease was primarily in FS and HE and was the result of customers delaying or cancelling projects due to the economic climate, as well as completion of certain projects in 2008.

Revenue from license and resale fees was $384 million and $369 million for 2009 and 2008, respectively, and includes software license revenue of $233 million and $266 million, respectively. The year to year increase reflects a change in classification in PS from services revenue to license and resale fees of $36 million.

SunGard ended 2009 with a software license backlog of $35 million in FS, which consisted of signed contracts for licensed software that (i) at our election, was not shipped to the customer until 2010, (ii) we voluntarily extended payment terms or (iii) included products or services not yet deliverable and from which the license element cannot be separated. This revenue backlog will be recognized in future years, largely 2010.

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Financial Systems:

FS revenue was $3.07 billion in 2009 compared to $3.08 billion in 2008. Organic revenue decreased by approximately 5% in 2009. 2009 included the full year impact from acquired businesses which mostly offset the decline in organic revenue, largely professional services.

Professional services revenue decreased $120 million or 18% to $533 million. Revenue from license and resale fees included software license revenue of $174 million and $204 million, respectively, in 2009 and 2008.

We expect a material decline in 2010 revenue in one of our trading systems businesses, a broker/dealer, as a result of changes in customer mix and lower levels of volatility. The customer mix is impacted by the market-wide dynamics by which active trading firms are opting to become broker/dealers and trade on their own behalf. Beginning in the first quarter of 2010, a major customer of this broker/dealer started trading on its own behalf. This broker/dealer business, which has an inherently lower margin than our other FS businesses, has driven organic revenue growth over the past three years.

Higher Education:

HE revenue was $526 million in 2009 compared to $540 million in 2008. The $14 million, or 3%, decrease was all organic and primarily due to a decline in professional services revenue, partially offset by an increase in maintenance and support revenue. Professional services revenue was $126 million in 2009 compared to $146 million in 2008. Software license fees were unchanged at $32 million in 2009.

Public Sector:

PS revenue was $397 million in 2009 compared to $411 million in 2008. Organic revenue increased approximately 2%. Revenue from license and resale fees included software license fees of $23 million and $25 million in 2009 and 2008, respectively.

Availability Services:

AS revenue was $1.52 billion in 2009 compared to $1.57 billion in 2008, a 3% decrease. AS organic revenue was unchanged in 2009. In North America, revenue decreased 1% overall and 2% organically where decreases in recovery services exceeded growth in managed services and professional services revenue. Revenue from license and resale fees included software license revenue of $4 million, a decrease of $2 million from the prior year. Revenue in Europe decreased 12%, but increased 2.5% organically.

Costs and Expenses:

Total costs increased to 110% of revenue in 2009 from 92% of 2008 revenue. Included in 2009 was a $1.13 billion impairment charge related to our AS business and 2008 included a $128 million impairment charge related to our PS business.

Cost of sales and direct operating expenses as a percentage of total revenue was 49% in each of 2009 and 2008. Lower employee-related and consultant expenses in our software and processing businesses were partially offset by increased costs from acquired businesses, net of a business sold in 2008.

The decrease in sales, marketing and administration expenses of $40 million was due primarily to decreased costs resulting from FS employee-related expenses partially offset by increased costs from acquired businesses, net of a business sold in 2008, and increases in FS facilities expense.

Because AS software development costs are insignificant, it is more meaningful to measure product development expense as a percentage of revenue from software and processing solutions. In 2009 and 2008, software development expenses were 7% and 8%, respectively, of revenue from software and processing solutions.

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Depreciation and amortization as a percentage of total revenue was 5% in each of 2009 and 2008. The $13 million increase in 2009 was due primarily to capital expenditures supporting AS, FS and HE.

Amortization of acquisition-related intangible assets was 10% and 9% of total revenue in 2009 and 2008, respectively. During 2009, we shortened the remaining useful lives of certain intangible assets and also recorded impairment charges of our customer base and software assets of $18 million and $17 million, respectively. During 2008, we recorded impairment charges of our customer base, software and trade name assets of $47 million, $17 million and $3 million, respectively. These impairments are the result of reduced cash flow projections.

We recorded goodwill impairment charges of $1.13 billion in AS and $128 million in PS in 2009 and 2008, respectively. These impairments are described above.

Interest expense was $637 million in 2009 compared to $599 million in 2008. The increase is primarily due to increased borrowings from the issuance of $500 million senior notes due 2015, a $500 million increase in the term loan and borrowings under our receivables facility, partially offset by decreased borrowings under our term loans and revolving credit facility, repayment of our senior notes due in January 2009 and interest rate decreases.

Other income was $15 million in 2009 compared to other expense of $93 million in 2008. The income in 2009 was due primarily to $14 million of foreign currency translation gains related to our Euro denominated term loan. In contrast, during 2008, currency translation related to those same Euro denominated term loans produced $46 million of foreign currency translation losses. Also incurred in 2008 were $25 million of losses on sales of receivables related to our terminated off-balance sheet receivables facility and $17 million of losses on Euros purchased in advance of and fees associated with unused alternative financing commitments for the acquisition of GL TRADE.

We believe that our overall effective income tax rate is typically between 38% and 40%. The effective income tax rates for 2009 and 2008 were a tax benefit of 6% and a tax provision of 18%, respectively, reflecting nondeductible goodwill impairment charges in both years. The reported benefit from income taxes in 2009 includes a $12 million favorable adjustment primarily related to utilization in our 2008 U.S. federal income tax return of foreign tax credit carryforwards that were not expected to be utilized at the time of the 2008 tax provision.

Accreted dividends on SCCII’s cumulative preferred stock were $180 million and $157 million in 2009 and 2008, respectively. The increase in dividends is due to compounding. No dividends have been declared by SCCII.

Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Income from Operations:

Our total operating margin decreased to 8% in 2008 from 13% in 2007 primarily due to a $128 million goodwill impairment charge in PS, intangible asset write-offs of $67 million and the decline in operating margins at each of our operating segments.

Financial Systems:

The FS operating margin was 20% in 2008, compared to 21% for the prior year period. The operating margin decline reflects the impact of the increase in revenue at one of our trading systems businesses which has an inherently lower margin, an increase in restructuring charges and an $11 million decrease in software license revenue.

Higher Education:

The HE operating margin was 24% in 2008 compared to 26% in 2007. The operating margin decline is due to a $15 million decrease in software license fees.

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Public Sector:

The PS operating margin was 19% in 2008 compared to 20% in 2007. The operating margin decline is due primarily to the impact of significantly lower margins in the U.K. business and a $4 million decrease in software license fees.

Availability Services:

The AS operating margin was 28% in 2008 compared to 30% in 2007, primarily due to facility expansions in both North America and Europe, which increased the fixed cost base in advance of anticipated revenue growth.

Revenue:

Total revenue was $5.60 billion in 2008 compared to $4.90 billion in 2007. The increase in total revenue in 2008 is due primarily to organic revenue growth of approximately 10%, with trading volumes of one of our trading systems businesses adding six percentage points to the growth rate.

Services revenue increased to $5.08 billion from $4.36 billion, representing approximately 91% of total revenue in 2008 compared to 89% in 2007. The revenue increase of $719 million in 2008 was due primarily to organic revenue growth, mostly in FS, primarily coming from the broker/dealer mentioned above, and the impact of acquired revenue in FS and AS.

Professional services revenue was $961 million and $886 million in 2008 and 2007, respectively. The $75 million increase was due primarily to FS acquired and organic revenue.

Revenue from license and resale fees was $369 million and $396 million in 2008 and 2007, respectively, and includes software license revenue of $266 million and $293 million, respectively.

Financial Systems:

FS revenue was $3.08 billion in 2008 compared to $2.50 billion in 2007. Organic revenue growth was approximately 17% in 2008, with trading volumes of one of our trading systems businesses adding 12 percentage points to the growth rate.

Professional services revenue increased $63 million or 11%. Revenue from license and resale fees included software license revenue of $204 million and $214 million, respectively, in 2008 and 2007.

Higher Education:

HE revenue was $540 million in 2008 compared to $543 million in 2007. Services revenue increased $18 million, primarily from increases in software support revenue. Professional services revenue was $146 million in 2008, an increase of $7 million. In 2008, longer sales cycles caused software license fees and resale fees to decline by $15 million and $6 million, respectively. HE organic revenue decreased 1% in 2008.

Public Sector:

PS revenue was $411 million in 2008 compared to $410 million in 2007. Organic revenue increased approximately 2%. Software license fees were $25 million in 2008, a decrease of $4 million.

Availability Services:

AS revenue was $1.57 billion in 2008 compared to $1.45 billion in 2007, an 8% increase. AS organic revenue increased approximately 4% in 2008. In North America, revenue grew 10% overall and 3% organically as strong growth in managed services was offset in part by a decrease in basic and advanced recovery services. Revenue from license and resale fees included software license revenue of $6 million, an increase of $3 million from the prior year. Revenue in Europe grew 4% overall and 9% organically.

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Costs and Expenses:

Cost of sales and direct operating expenses as a percentage of total revenue was 49% and 46% in 2008 and 2007, respectively, largely the result of the higher volumes of the trading systems business previously mentioned. Also impacting the period were increased costs resulting from acquired businesses, an increase in FS and HE employee-related expenses supporting increased services revenue and an increase in AS facilities costs.

The increase in sales, marketing and administration expenses of $109 million was due primarily to increased costs resulting from acquired businesses, AS employee-related expenses and an insurance settlement in 2007, partially offset by decreases in HE and FS employee-related expenses and an unfavorable arbitration award in 2007 related to a customer dispute.

Because AS software development costs are insignificant, it is more meaningful to measure product development expense as a percentage of revenue from software and processing solutions. In 2008 and 2007, software development expenses were unchanged at 8% of revenue from software and processing solutions.

Depreciation and amortization as a percentage of total revenue was 5% in each of 2008 and 2007. The $27 million increase in 2008 was due primarily to capital expenditures supporting FS and AS and from the AS business acquired in the third quarter of 2007.

Amortization of acquisition-related intangible assets was 9% of total revenue for each of 2008 and 2007. Amortization of acquisition-related intangible assets increased $77 million in 2008 due primarily to the impact of recent acquisitions made by the Company and a $57 million increase in impairment charges.

We recorded a goodwill impairment charge of $128 million in PS in 2008. This impairment is described above.

Interest expense was $599 million in 2008 compared to $645 million in 2007. The decrease is primarily due to interest rate decreases and the redemption of the senior floating rate notes in 2007, partially offset by the issuance of $500 million senior notes due 2015, a $500 million increase in the term loan and additional borrowings under our revolving credit facility.

Other expense increased $25 million in 2008 due primarily to increased foreign currency translation losses primarily related to our Euro denominated term loan and losses on Euros purchased in advance of and fees associated with unused alternative financing commitments for the acquisition of GL TRADE, partially offset by $28 million of expense in 2007 associated with the early retirement of the $400 million of senior floating rate notes due 2013, of which $19 million represented the retirement premium paid to noteholders.

The effective income tax rates for 2008 and 2007 were -18% and 5%, respectively. The rate in 2008 reflects a nondeductible goodwill impairment charge as well as an increase to our income tax reserve for tax matters for open years, some of which are currently under audit. The rate in 2007 reflects a change in the mix of taxable income in various jurisdictions and limitations on our ability to utilize certain foreign tax credits.

Accreted dividends on SCCII’s cumulative preferred stock were $157 million and $139 million in 2008 and 2007, respectively. The increase in dividends is due to compounding. No dividends have been declared by SCCII.

Liquidity and Capital Resources:

At December 31, 2009, cash and cash equivalents were $664 million, a decrease of $311 million from December 31, 2008, while availability under our revolving credit facility increased $321 million to $804 million. Approximately $65 million of cash and cash equivalents at December 31, 2009 relates to our broker/dealer operations, which are required to be held in accordance with the applicable regulatory requirements and are therefore not immediately available for general corporate use.

Cash flow from operations was $640 million in 2009 compared to cash flow from operations of $384 million in 2008. The increase in cash flow from operations is due primarily to a positive impact of approximately $287 million from the termination in 2008 of our off-balance sheet accounts receivable

35

securitization program, offset by an increased use of cash, principally in working capital, in the balance of the business.

Net cash used in investing activities was $333 million in 2009 and $1.1 billion in 2008. During 2009, we spent $12 million for three acquisitions, whereas we spent $721 million for six acquisitions during 2008, including $546 million for the acquisition of GL TRADE in our FS business. Capital expenditures were $327 million in 2009 and $392 million in 2008.

In 2009, net cash used in financing activities was $629 million, primarily related to repayment at maturity of the $250 million senior secured notes and repayment of $500 million of borrowings under our revolving credit facility, partially offset by cash received from the new receivables facility (net of associated fees). In 2008, net cash provided by financing activities was $1.3 billion, the proceeds of which were used to fund the acquisition of GL TRADE, replace the liquidity provided by the terminated off-balance sheet accounts receivable securitization facility and repay $250 million of senior notes due in January 2009.

As a result of the Transaction (August 11, 2005), we are highly leveraged. See Note 5 of Notes to Consolidated Financial Statements, which contains a full description of our debt. Total debt outstanding as of December 31, 2009 was $8.32 billion, which consists of the following (in millions):

Senior Secured Credit Facility:
Secured revolving credit facility of —%	$	—
Term loans, tranche A, effective interest rate of 3.24%		1,506
Term loans, tranche B, effective interest rate of 6.79%		2,717
Incremental term loan, effective interest rate of 6.75%		494
Total Senior Secured Credit Facility		4,717
Senior Notes due 2014 at 4.875%, net of discount of $16		234
Senior Notes due 2013 at 9.125%		1,600
Senior Subordinated Notes due 2015 at 10.25%		1,000
Senior Notes due 2015 at 10.625%, net of discount of $5		495
Secured accounts receivable facility, effective interest rate of 7.5%		250
Other, primarily acquisition purchase price and capital lease obligations		19
		8,315
Short-term borrowings and current portion of long-term debt		(64	)
Long-term debt	$	8,251

As of December 31, 2009, SunGard’s senior secured credit facilities consist of (1) $1.43 billion of U.S. dollar-denominated tranche A term loans, $66 million of pound sterling-denominated tranche A term loans and $13 million of euro-denominated tranche A term loans, each maturing on February 28, 2014, (2) $2.48 billion of U.S. dollar-denominated tranche B term loans, $64 million of pound sterling-denominated tranche B term loans and $172 million of euro-denominated tranche B term loans, each maturing on February 28, 2016, (3) $494 million of U.S. dollar-denominated incremental term loans maturing on February 28, 2014 and (4) an $829 million revolving credit facility with $580 million of commitments terminating on May 11, 2013, and $249 million of commitments terminating on August 11, 2011. As of December 31, 2009, $804 million was available for borrowing under the revolving credit facility after giving effect to certain outstanding letters of credit.

In June 2009, SunGard amended and restated its existing Credit Agreement (“Amended Credit Agreement”) to (a) extend the maturity date of $2.5 billion of U.S. dollar-denominated term loans, £40 million of pound sterling-denominated term loans, and €120 million of Euro-denominated term loans from February 2014 to February 2016, (b) reduce existing revolving credit commitments to $829 million from $1 billion and extend the termination date of $580 million of those commitments to May 2013, and (c) amend certain other provisions including those related to negative and financial covenants.

36

We use interest rate swap agreements to manage the amount of our floating rate debt in order to reduce our exposure to variable rate interest payments associated with the senior secured credit facilities. We pay a stream of fixed interest payments for the term of the swap, and in turn, receive variable interest payments based on one-month LIBOR or three-month LIBOR (0.23% and 0.25%, respectively, at December 31, 2009). The net receipt or payment from the interest rate swap agreements is included in interest expense. A summary of our interest rate swaps at December 31, 2009 follows:

								Interest
			Notional		Interest Rate			Rate
Inception	Maturity		Amount		Paid			Received
			(In millions)
February 2006		February 2011	$	800		5.00	%		LIBOR
January 2008		February 2011	$	750		3.17	%		LIBOR
February 2008		February 2010	$	750		2.71	%		LIBOR
January / February 2009		February 2012	$	1,200		1.78	%		LIBOR
Total/Weighted average interest rate			$	3,500		3.01	%

In early 2010, we entered into 3-year interest rate swaps that expire in May 2013 for an aggregate notional amount of $500 million under which we pay fixed interest payments (at 1.99%) for the term of the swaps and, in turn, receive variable interest payments based on three-month LIBOR rate.

In December 2008, SunGard terminated its off-balance sheet accounts receivable securitization program. Under the accounts receivable facility, eligible receivables were sold to third-party conduits through a wholly owned, bankruptcy remote, special purpose entity that is not consolidated for financial reporting purposes. SunGard serviced the receivables and charged a monthly servicing fee at market rates. The third-party conduits were sponsored by certain lenders under SunGard’s senior secured credit facilities.

In March 2009, SunGard entered into a syndicated three-year receivables facility. The facility limit is $317 million, which consists of a term loan commitment of $181 million and a revolving commitment of $136 million. Advances may be borrowed and repaid under the revolving commitment with no impact on the facility limit. The term loan commitment may be repaid at any time at SunGard’s option, but will result in a permanent reduction in the facility limit. At December 31, 2009, $181 million was drawn against the term loan commitment and $69 million was drawn against the revolving commitment, which represented the full amount available for borrowing based on the terms and conditions of the facility. At December 31, 2009, $689 million of accounts receivable secure the borrowings under the receivables facility.

Under the receivables facility, SunGard is generally required to pay interest on the amount of each advance at the one month LIBOR rate (with a floor of 3%) plus 4.50% per annum, which at December 31, 2009 was 7.5%. The facility is subject to a fee on the unused portion of 1.00% per annum. The receivables facility contains certain covenants, and SunGard is required to satisfy and maintain specified facility performance ratios, financial ratios and other financial condition tests.

At December 31, 2009, contingent purchase price obligations that depend upon the operating performance of certain acquired businesses could total $57 million, all of which could be due in the next 12 months. We do not expect to pay any of this amount in the next 12 months. We also have outstanding letters of credit and bid bonds that total approximately $39 million.

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At December 31, 2009, our contractual obligations follow (in millions):

									2015
	Total		2010		2011 - 2012		2013 - 2014		and After
Short-term and long-term debt(1)	$	8,315	$	64	$	350	$	3,830	$	4,071
Interest payments(2)		2,898		567		1,016		904		411
Operating leases		1,373		211		338		253		571
Purchase obligations(3)		288		118		107		58		5
	$	12,874	$	960	$	1,811	$	5,045	$	5,058

(1)	The senior notes due 2014 and the senior notes due 2015 are recorded at $234 million and $495 million, respectively, as of December 31, 2009, reflecting the remaining unamortized discount. The $21 million discount at December 31, 2009 will be amortized and included in interest expense over the remaining periods to maturity.
(2)	Interest payments consist of interest on both fixed-rate and variable-rate debt. Variable-rate debt consists primarily of the Tranche A secured term loan facility ($1,506 million at 3.24%), the Tranche B secured term loan facility ($2,717 million at 6.79%), the Incremental Term Loan ($494 million at 6.75%) and the secured accounts receivable facility ($250 million at 7.5%), each as of December 31, 2009. See Note 5 to Notes to Consolidated Financial Statements. The swap agreements entered into in early 2010 will increase the amount of interest payments in the table above by $4 million in 2010, $15 million in 2011-2012, and $4 million in 2013.
(3)	Purchase obligations include our estimate of the minimum outstanding obligations under noncancelable commitments to purchase goods or services.

We expect our cash on hand, cash flows from operations and availability under our revolving credit facility to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for a period that includes at least the next 12 months.

Depending on market conditions, the Company, its Sponsors and their affiliates, may from time to time repurchase debt securities issued by the Company, in privately negotiated or open market transactions, by tender offer or otherwise.

Covenant Compliance

SunGard’s senior secured credit facilities and the indentures governing its senior notes due 2013 and 2015 and its senior subordinated notes due 2015 contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our ability to, among other things:

•  incur additional indebtedness or issue certain preferred shares,

•  pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments,

•  make certain investments,

•  sell certain assets,

•  create liens,

•  consolidate, merge, sell or otherwise dispose of all or substantially all of our assets, and

•  enter into certain transactions with our affiliates.

In addition, pursuant to the Principal Investor Agreement by and among our Holding Companies and the Sponsors, we are required to obtain approval from certain Sponsors prior to the declaration or payment of any dividend by us or any of our subsidiaries (other than dividends payable to us or any of our wholly owned subsidiaries).

38

Under the senior secured credit facilities, SunGard is required to satisfy and maintain specified financial ratios and other financial condition tests. As of December 31, 2009, we are in compliance with the financial and nonfinancial covenants. While we believe that we will remain in compliance, our continued ability to meet those financial ratios and tests can be affected by events beyond our control, and there is no assurance that we will meet those ratios and tests.

Adjusted earnings before interest, taxes, depreciation and amortization and goodwill impairment (“EBITDA”) is a non-GAAP measure used to determine our compliance with certain covenants contained in the indentures governing the senior notes due 2013 and 2015 and senior subordinated notes due 2015 and in our senior secured credit facilities. Adjusted EBITDA is defined as EBITDA further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the indentures and our senior secured credit facilities. We believe that including supplementary information concerning Adjusted EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our financing covenants.

The breach of covenants in SunGard’s senior secured credit facilities that are tied to ratios based on Adjusted EBITDA could result in a default and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under SunGard’s indentures. Additionally, under SunGard’s debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Adjusted EBITDA.

Adjusted EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. While Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative of SunGard’s ongoing operations. In particular, the definition of Adjusted EBITDA in the indentures allows us to add back certain noncash, extraordinary or unusual charges that are deducted in calculating net income (loss). However, these are expenses that may recur, vary greatly and are difficult to predict. Further, SunGard’s debt instruments require that Adjusted EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.

39

The following is a reconciliation of net loss, which is a GAAP measure of SunGard’s operating results, to Adjusted EBITDA as defined in SunGard’s debt agreements. The terms and related calculations are defined in the indentures.

	Year Ended December 31,
	2007			2008			2009
	(In millions)
Net loss	$	(60	)	$	(242	)	$	(1,118	)
Interest expense, net		626			581			630
Taxes		(3	)		38			(73	)
Depreciation and amortization		689			793			831
Goodwill impairment charge		—			128			1,126
EBITDA		1,252			1,298			1,396
Purchase accounting adjustments(1)		14			39			17
Non-cash charges(2)		37			35			36
Restructuring and other charges(3)		43			68			42
Acquired EBITDA, net of disposed EBITDA(4)		12			57			—
Pro forma expense savings related to acquisitions(5)		—			17			3
Other(6)		38			76			5
Adjusted EBITDA — Senior Secured Credit Facilities		1,396			1,590			1,499
Loss on sale of receivables(7)		29			25			—
Adjusted EBITDA — Senior Notes due 2013 and 2015 and Senior Subordinated Notes due 2015	$	1,425		$	1,615		$	1,499

(1)	Purchase accounting adjustments include the adjustment of deferred revenue and lease reserves to fair value at the dates of the Transaction and subsequent acquisitions made by the Company and certain acquisition-related compensation expense.
(2)	Non-cash charges include stock-based compensation (see Note 9 of Notes to Consolidated Financial Statements) and loss on the sale of assets.
(3)	Restructuring and other charges include debt refinancing costs, severance and related payroll taxes, reserves to consolidate certain facilities, an unfavorable arbitration award related to a customer dispute, settlements with former owners of acquired companies, an insurance recovery and other expenses associated with acquisitions made by the Company.
(4)	Acquired EBITDA net of disposed EBITDA reflects the EBITDA impact of businesses that were acquired or disposed of during the period as if the acquisition or disposition occurred at the beginning of the period.
(5)	Pro forma adjustments represent the full-year impact of savings resulting from post-acquisition integration activities.
(6)	Other includes gains or losses related to fluctuation of foreign currency exchange rates impacting the foreign-denominated debt, management fees paid to the Sponsors and franchise and similar taxes reported in operating expenses, partially offset by certain charges relating to the off-balance sheet accounts receivable securitization facility (terminated in December 2008).
(7)	The loss on sale of receivables under the off-balance sheet accounts receivable securitization facility (terminated in December 2008) is added back in calculating Adjusted EBITDA for purposes of the indentures governing the senior notes due 2013 and 2015 and the senior subordinated notes due 2015 but is not added back in calculating Adjusted EBITDA for purposes of the senior secured credit facilities.

40

SunGard’s covenant requirements and actual ratios for the year ended December 31, 2009 are as follows:

	Covenant
	Requirements			Actual Ratios
Senior secured credit facilities(1)
Minimum Adjusted EBITDA to consolidated interest expense ratio		1.70	x		2.60	x
Maximum total debt to Adjusted EBITDA		6.25	x		4.99	x
Senior Notes due 2013 and 2015 and Senior Subordinated Notes due 2015(2)
Minimum Adjusted EBITDA to fixed charges ratio required to incur additional debt pursuant to ratio provisions		2.00	x		2.54	x

(1)

SunGard’s senior secured credit facilities require us to maintain an Adjusted EBITDA to consolidated interest expense ratio starting at a minimum of 1.70x for the four-quarter period ended December 31, 2009 and increasing over time to 1.80x by the end of 2010 and 2.20x by the end of 2013. Consolidated interest expense is defined in the senior secured credit facilities as consolidated cash interest expense less cash interest income further adjusted for certain noncash or nonrecurring interest expense. Beginning with the four-quarter period ending December 31, 2009, we are required to maintain a consolidated total debt to Adjusted EBITDA ratio of 6.25x and decreasing over time to 5.75x by the end of 2011 and to 4.75x by the end of 2013. Consolidated total debt is defined in the senior secured credit facilities as total debt less certain indebtedness and further adjusted for cash and cash equivalents on our balance sheet in excess of $50 million. Failure to satisfy these ratio requirements would constitute a default under the senior secured credit facilities. If our lenders failed to waive any such default, our repayment obligations under the senior secured credit facilities could be accelerated, which would also constitute a default under our indentures.

(2)

SunGard’s ability to incur additional debt and make certain restricted payments under our indentures, subject to specified exceptions, is tied to an Adjusted EBITDA to fixed charges ratio of at least 2.0x, except that we may incur certain debt and make certain restricted payments and certain permitted investments without regard to the ratio, such as our ability to incur up to an aggregate principal amount of $5.75 billion under credit facilities (inclusive of amounts outstanding under our senior credit facilities from time to time; as of December 31, 2009, we had $4.72 billion outstanding under our term loan facilities and available commitments of $804 million under our revolving credit facility), to acquire persons engaged in a similar business that become restricted subsidiaries and to make other investments equal to 6% of our consolidated assets. Fixed charges is defined in the indentures governing the Senior Notes due 2013 and 2015 and the Senior Subordinated Notes due 2015 as consolidated interest expense less interest income, adjusted for acquisitions, and further adjusted for noncash interest.

Effect of Recent Accounting Pronouncements:

The Financial Accounting Standard Board issued new revenue recognition guidance for arrangements with multiple deliverables. The new guidance modifies the fair value requirements for revenue recognition by providing “best estimate of selling price” in addition to vendor specific objective evidence, or “VSOE”, and vendor objective evidence, now referred to as third-party evidence, or “TPE”, for determining the selling price of a deliverable. Since the Company will be able to use an estimate of the selling price for the deliverables in an arrangement, all deliverables will be separate units of accounting, provided (a) a delivered item has value to the customer on a standalone basis, and (b) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the Company. As a result of the requirement to use the best estimate of the selling price when VSOE or TPE of the selling price cannot be determined, the residual method is no longer permitted. The new guidance is effective for fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the impact of this revenue guidance, but would not expect the guidance to have a material impact on the consolidated financial statements.

41

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

We do not use derivative financial instruments for trading or speculative purposes. We have invested our available cash in short-term, highly liquid financial instruments, with a substantial portion having initial maturities of three months or less. When necessary, we have borrowed to fund acquisitions.

At December 31, 2009, we had total debt of $8.32 billion, including $4.97 billion of variable rate debt. We entered into interest rate swap agreements which fixed the interest rates for $3.5 billion of our variable rate debt. Swap agreements with a notional value of $800 million effectively fix our interest rates at 5.00% and expire in February 2011. Swap agreements expiring in February 2010 and 2011 each have a notional value of $750 million and, effectively, fix our interest rates at 2.71% and 3.17%, respectively. Swap agreements expiring in February 2012 have a notional value of $1.2 billion and effectively fix our interest rates at 1.78%. Our remaining variable rate debt of $1.47 billion is subject to changes in underlying interest rates, and, accordingly, our interest payments will fluctuate. During the period when all of our interest rate swap agreements are effective, a 1% change in interest rates would result in a change in interest of approximately $15 million per year. Upon the expiration of each interest rate swap agreement in February 2010, 2011 and 2012, a 1% change in interest rates would result in a change in interest of approximately $22 million, $38 million and $50 million per year, respectively. See Note 5 of Notes to Consolidated Financial Statements.

In addition, at December 31, 2009, one of our U.K. subsidiaries, whose functional currency is the pound sterling, has $184 million of debt which is denominated in euros. A 10% change in the euro-pound sterling exchange rate would result in a charge or credit in the statement of operations of approximately $19 million.

During 2009, approximately 30% of our revenue was from customers outside the United States with approximately 71% of this revenue coming from customers located in the United Kingdom and Continental Europe. Only a portion of the revenue from customers outside the United States is denominated in other currencies, the majority being pounds sterling and euros. Revenue and expenses of our foreign operations are generally denominated in their respective local currencies. We continue to monitor our exposure to currency exchange rates.

42

Item 8. Financial statements and Supplementary Data

SunGard Capital Corp.
SunGard Capital Corp. II
SunGard Data Systems Inc.

Index to Consolidated Financial Statements

Management’s Report on Internal Control Over Financial Reporting	44
Reports of Independent Registered Public Accounting Firm	45
SunGard Capital Corp.
Consolidated Balance Sheets	47
Consolidated Statements of Operations	48
Consolidated Statements of Cash Flows	49
Consolidated Statement of Changes in Equity	50
SunGard Capital Corp. II
Consolidated Balance Sheets	52
Consolidated Statements of Operations	53
Consolidated Statements of Cash Flows	54
Consolidated Statement of Changes in Stockholders’ Equity	55
SunGard Data Systems Inc.
Consolidated Balance Sheets	56
Consolidated Statements of Operations	57
Consolidated Statements of Cash Flows	58
Consolidated Statement of Changes in Stockholder’s Equity	59
Notes to Consolidated Financial Statements	60

43

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework. Based on the assessment, management concluded that, as of December 31, 2009, the Company’s internal control over financial reporting is effective.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

44

Reports of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of SunGard Capital Corp.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in equity and of cash flows present fairly, in all material respects, the financial position of SunGard Capital Corp. and its subsidiaries (“SCC”) at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of SCC’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 7 to the consolidated financial statements, SCC changed the manner in which it accounts for noncontrolling (minority) interests as of January 1, 2009.

/s/  PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 24, 2010

To the Board of Directors and Stockholders of SunGard Capital Corp. II:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of SunGard Capital Corp. II and its subsidiaries (“SCCII”) at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of SCCII’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/  PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 24, 2010

45

To the Board of Directors and Stockholder of SunGard Data Systems Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholder’s equity and of cash flows present fairly, in all material respects, the financial position of SunGard Data Systems Inc. and its subsidiaries (“SDS”) at December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of SDS’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/  PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 24, 2010

46

SunGard Capital Corp.

Consolidated Balance Sheets

	December 31,			December 31,
	2008			2009
	(In millions except share and per-share amounts)
ASSETS
Current:
Cash and cash equivalents	$	975		$	664
Trade receivables, less allowance for doubtful accounts of $15 and $49		701			955
Earned but unbilled receivables		81			181
Prepaid expenses and other current assets		122			189
Clearing broker assets		309			332
Retained interest in accounts receivable sold		285			—
Deferred income taxes		22			22
Total current assets		2,495			2,343
Property and equipment, less accumulated depreciation of $689 and $936		898			925
Software products, less accumulated amortization of $793 and $1,091		1,159			1,020
Customer base, less accumulated amortization of $668 and $954		2,616			2,294
Other intangible assets, less accumulated amortization of $29 and $24		207			195
Trade name, less accumulated amortization of $4 and $10		1,075			1,025
Goodwill		7,328			6,178
Total Assets	$	15,778		$	13,980
Liabilities and Equity
Current:
Short-term and current portion of long-term debt	$	322		$	64
Accounts payable		87			72
Accrued compensation and benefits		314			319
Accrued interest expense		159			146
Other accrued expenses		409			412
Clearing broker liabilities		310			294
Deferred revenue		977			1,040
Total current liabilities		2,578			2,347
Long-term debt		8,553			8,251
Deferred income taxes		1,595			1,318
Total liabilities		12,726			11,916
Commitments and contingencies
Noncontrolling interest in preferred stock of SCCII subject to a put option		60			51
Class L common stock subject to a put option		111			88
Class A common stock subject to a put option		12			11
Stockholders’ equity:
Class L common stock, convertible, par value $.001 per share; cumulative 13.5% per annum, compounded quarterly; aggregate liquidation preference of $3,612 million and $4,151 million; 50,000,000 shares authorized, 28,472,965 and 28,613,930 shares issued		—			—
Class A common stock, par value $.001 per share; 550,000,000 shares authorized, 256,260,680 and 257,529,758 shares issued		—			—
Capital in excess of par value		2,613			2,678
Treasury stock, 208,071 and 248,414 shares of Class L common stock; and 1,873,932 and 2,239,549 shares of Class A common stock		(24	)		(27	)
Accumulated deficit		(912	)		(2,209	)
Accumulated other comprehensive income		(219	)		(121	)
Total SunGard Capital Corp. stockholders’ equity		1,458			321
Noncontrolling interest in preferred stock of SCCII		1,411			1,593
Total equity		2,869			1,914
Total Liabilities and Equity	$	15,778		$	13,980

The accompanying notes are an integral part of these consolidated financial statements.

47

SunGard Capital Corp.

Consolidated Statements of Operations

	Year Ended December 31,
	2007			2008			2009
	(In millions)
Revenue:
Services	$	4,364		$	5,083		$	4,961
License and resale fees		396			369			384
Total products and services		4,760			5,452			5,345
Reimbursed expenses		141			144			163
		4,901			5,596			5,508
Costs and expenses:
Cost of sales and direct operating		2,268			2,744			2,709
Sales, marketing and administration		1,043			1,152			1,112
Product development		271			308			302
Depreciation and amortization		251			278			291
Amortization of acquisition-related intangible assets		438			515			540
Goodwill impairment charge and merger costs		—			130			1,130
		4,271			5,127			6,084
Income (loss) from operations		630			469			(576	)
Interest income		20			18			7
Interest expense and amortization of deferred financing fees		(645	)		(599	)		(637	)
Other income (expense)		(68	)		(93	)		15
Loss before income taxes		(63	)		(205	)		(1,191	)
Benefit from (provision for) income taxes		3			(37	)		74
Net loss		(60	)		(242	)		(1,117	)
Income attributable to the noncontrolling interest (including $2 million, $4 million, and $5 million in temporary equity)		(139	)		(157	)		(180	)
Net loss attributable to SunGard Capital Corp.	$	(199	)	$	(399	)	$	(1,297	)

The accompanying notes are an integral part of these consolidated financial statements.

48

SunGard Capital Corp.

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2007			2008			2009
	(In millions)
Cash flow from operations:
Net loss	$	(60	)	$	(242	)	$	(1,117	)
Reconciliation of net loss to cash flow from operations:
Depreciation and amortization		689			793			831
Goodwill impairment charge		—			128			1,126
Deferred income tax benefit		(119	)		(107	)		(170	)
Stock compensation expense		32			35			33
Amortization of deferred financing costs and debt discount		46			37			42
Other noncash items		14			50			(14	)
Accounts receivable and other current assets		(20	)		(339	)		(63	)
Accounts payable and accrued expenses		58			(32	)		(56	)
Clearing broker assets and liabilities, net		9			36			(39	)
Deferred revenue		40			25			67
Cash flow from operations		689			384			640
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(265	)		(721	)		(13	)
Cash paid for property and equipment and software		(307	)		(392	)		(327	)
Other investing activities		8			4			7
Cash used in investment activities		(564	)		(1,109	)		(333	)
Financing activities:
Cash received from issuance of common stock		1			3			4
Cash received from issuance of preferred stock		1			1			1
Cash received from stock subscription receivable		18			—			—
Cash received from other borrowings, net of fees		591			1,444			202
Cash used to repay debt		(623	)		(119	)		(827	)
Cash used to purchase treasury stock		(13	)		(18	)		(6	)
Other financing activities		(3	)		(7	)		(3	)
Cash provided by (used in) financing activities		(28	)		1,304			(629	)
Effect of exchange rate changes on cash		6			(31	)		11
Increase (decrease) in cash and cash equivalents		103			548			(311	)
Beginning cash and cash equivalents		324			427			975
Ending cash and cash equivalents	$	427		$	975		$	664
Supplemental information:
Interest paid	$	643		$	550		$	596
Income taxes paid, net of refunds	$	74		$	134		$	135
Acquired businesses:
Property and equipment	$	40		$	14		$	—
Software products		68			133			10
Customer base		92			215			5
Goodwill		166			613			2
Other intangible assets		11			67			—
Deferred income taxes		(49	)		(123	)		(1	)
Purchase price obligations and debt assumed		(41	)		(75	)		(1	)
Net current liabilities assumed		(22	)		(123	)		(2	)
Cash paid for acquired businesses, net of cash acquired of $22, $78 and $1, respectively	$	265		$	721		$	13

The accompanying notes are an integral part of these consolidated financial statements.

49

SunGard Capital Corp.

Consolidated Statement of Changes in Equity

	Common Stock						Capital
	Number of						in Excess			Stock
	Shares Issued						of Par			Subscription
	Class L		Class A		Par Value		Value			Receivable
	(In millions)
Balances at December 31, 2006		28		255	$	—	$	2,549		$	(18	)
Comprehensive loss:
Net loss		—		—		—		—			—
Foreign currency translation		—		—		—		—			—
Net unrealized loss on derivative instruments (net of tax benefit of $15)		—		—		—		—			—
Total comprehensive loss
Stock compensation expense		—		—		—		32			—
Issuance of common and preferred stock		—		1		—		—			—
Purchase of treasury stock		—		—		—		—			—
Stock subscription received		—		—		—		—			18
Other		—		—		—		(1	)		—
Balances at December 31, 2007		28		256		—		2,580			—
Comprehensive loss:
Net loss		—		—		—		—			—
Foreign currency translation		—		—		—		—			—
Net unrealized loss on derivative instruments (net of tax benefit of $25)		—		—		—		—			—
Total comprehensive loss
Stock compensation expense		—		—		—		35			—
Issuance of common and preferred stock		1		—		—		—			—
Purchase of treasury stock		—		—		—		—			—
Other		—		—		—		(2	)		—
Balances at December 31, 2008		29		256		—		2,613			—
Comprehensive loss:
Net loss		—		—		—		—			—
Foreign currency translation		—		—		—		—			—
Net unrealized gain on derivative instruments (net of tax provision of $11)		—		—		—		—			—
Total comprehensive loss
Stock compensation expense		—		—		—		33			—
Issuance of common and preferred stock		—		2		—		(1	)		—
Purchase of treasury stock		—		—		—		—			—
Expiration of put option		—		—		—		44			—
Transfer intrinsic value of vested restricted stock units to temporary equity		—		—		—		(9	)		—
Other		—		—		—		(2	)		—
Balances at December 31, 2009		29		258	$	—	$	2,678		$	—

The accompanying notes are an integral part of these consolidated financial statements.

50

SunGard Capital Corp.

Consolidated Statement of Changes in Equity

	Treasury Stock												Accumulated Other Comprehensive
	Common Stock												Income (Loss)
																Net
																Unrealized
										Retained						Gain
										Earnings			Foreign			(Loss) on
	Shares				Par					(Accumulated			Currency			Derivative			Noncontrolling
	Class L		Class A		Value		Amount			Deficit)			Translation			Instruments			Interest			Total
	(In millions)
Balances at December 31, 2006		—		—	$	—	$	(1	)	$	(314	)	$	55		$	2		$	1,121		$	3,394
Comprehensive loss:
Net loss		—		—		—		—			(199	)		—			—			137			(62	)
Foreign currency translation		—		—		—		—			—			35			—			—			35
Net unrealized loss on derivative instruments (net of tax benefit of $15)		—		—		—		—			—			—			(23	)		—			(23	)
Total comprehensive loss																							(50	)
Stock compensation expense		—		—		—		—			—			—			—			—			32
Issuance of common and preferred stock		—		—		—		—			—			—			—			—			—
Purchase of treasury stock		—		1		—		(9	)		—			—			—			—			(9	)
Stock subscription received		—		—		—		—			—			—			—			—			18
Other		—		—		—		—			—			—			—			—			(1	)
Balances at December 31, 2007		—		1		—		(10	)		(513	)		90			(21	)		1,258			3,384
Comprehensive loss:
Net loss		—		—		—		—			(399	)		—			—			153			(246	)
Foreign currency translation		—		—		—		—			—			(249	)		—			—			(249	)
Net unrealized loss on derivative instruments (net of tax benefit of $25)		—		—		—		—			—			—			(39	)		—			(39	)
Total comprehensive loss																							(534	)
Stock compensation expense		—		—		—		—			—			—			—			—			35
Issuance of common and preferred stock		—		—		—		—			—			—			—			—			—
Purchase of treasury stock		—		1		—		(14	)		—			—			—			—			(14	)
Other		—		—		—		—			—			—			—			—			(2	)
Balances at December 31, 2008		—		2		—		(24	)		(912	)		(159	)		(60	)		1,411			2,869
Comprehensive loss:
Net loss		—		—		—		—			(1,297	)		—			—			175			(1,122	)
Foreign currency translation		—		—		—		—			—			80			—			—			80
Net unrealized gain on derivative instruments (net of tax provision of $11)		—		—		—		—			—			—			18			—			18
Total comprehensive loss																							(1,024	)
Stock compensation expense		—		—		—		—			—			—			—			—			33
Issuance of common and preferred stock		—		—		—		—			—			—			—			1			—
Purchase of treasury stock		—		—		—		(3	)		—			—			—			(2	)		(5	)
Expiration of put option		—		—		—		—			—			—			—			8			52
Transfer intrinsic value of vested restricted stock units to temporary equity		—		—		—		—			—			—			—			—			(9	)
Other		—		—		—		—			—			—			—			—			(2	)
Balances at December 31, 2009		—		2	$	—	$	(27	)	$	(2,209	)	$	(79	)	$	(42	)	$	1,593		$	1,914

The accompanying notes are an integral part of these consolidated financial statements.

51

SunGard Capital Corp. II

Consolidated Balance Sheets

	December 31,			December 31,
	2008			2009
	(In millions except share and per-share amounts)
Assets
Current:
Cash and cash equivalents	$	975		$	664
Trade receivables, less allowance for doubtful accounts of $15 and $49		701			955
Earned but unbilled receivables		81			181
Prepaid expenses and other current assets		122			189
Clearing broker assets		309			332
Retained interest in accounts receivable sold		285			—
Deferred income taxes		22			22
Total current assets		2,495			2,343
Property and equipment, less accumulated depreciation of $689 and $936		898			925
Software products, less accumulated amortization of $793 and $1,091		1,159			1,020
Customer base, less accumulated amortization of $668 and $954		2,616			2,294
Other intangible assets, less accumulated amortization of $29 and $24		207			195
Trade name, less accumulated amortization of $4 and $10		1,075			1,025
Goodwill		7,328			6,178
Total Assets	$	15,778		$	13,980
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	322		$	64
Accounts payable		87			72
Accrued compensation and benefits		314			319
Accrued interest expense		159			146
Other accrued expenses		399			412
Clearing broker liabilities		310			294
Deferred revenue		977			1,040
Total current liabilities		2,568			2,347
Long-term debt		8,553			8,251
Deferred income taxes		1,595			1,318
Total liabilities		12,716			11,916
Commitments and contingencies
Preferred stock subject to a put option		51			38
Stockholders’ equity:
Preferred stock, par value $.001 per share; cumulative 11.5% per annum, compounded quarterly; aggregate liquidation preference of $1,444 million and $1,627 million; 14,999,000 shares authorized, 9,856,052 and 9,904,863 issued		—			—
Common stock, par value $.001 per share; 1,000 shares authorized, 100 shares issued and oustanding		—			—
Capital in excess of par value		3,687			3,724
Treasury stock, 72,039 and 86,008 shares		(8	)		(10	)
Accumulated deficit		(449	)		(1,567	)
Accumulated other comprehensive income		(219	)		(121	)
Total stockholders’ equity		3,011			2,026
Total Liabilities and Stockholders’ Equity	$	15,778		$	13,980

The accompanying notes are an integral part of these consolidated financial statements.

52

SunGard Capital Corp. II

Consolidated Statements of Operations

	Year Ended December 31,
	2007			2008			2009
	(In millions)
Revenue:
Services	$	4,364		$	5,083		$	4,961
License and resale fees		396			369			384
Total products and services		4,760			5,452			5,345
Reimbursed expenses		141			144			163
		4,901			5,596			5,508
Costs and expenses:
Cost of sales and direct operating		2,268			2,744			2,709
Sales, marketing and administration		1,042			1,151			1,112
Product development		271			308			302
Depreciation and amortization		251			278			291
Amortization of acquisition-related intangible assets		438			515			540
Goodwill impairment charge and merger costs		—			130			1,130
		4,270			5,126			6,084
Income (loss) from operations		631			470			(576	)
Interest income		19			18			7
Interest expense and amortization of deferred financing fees		(645	)		(599	)		(637	)
Other income (expense)		(68	)		(93	)		15
Loss before income taxes		(63	)		(204	)		(1,191	)
Benefit from (provision for) income taxes		3			(38	)		73
Net loss	$	(60	)	$	(242	)	$	(1,118	)

The accompanying notes are an integral part of these consolidated financial statements.

53

SunGard Capital Corp. II

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2007			2008			2009
	(In millions)
Cash flow from operations:
Net loss	$	(60	)	$	(242	)	$	(1,118	)
Reconciliation of net loss to cash flow from operations:
Depreciation and amortization		689			793			831
Goodwill impairment charge		—			128			1,126
Deferred income tax benefit		(119	)		(107	)		(170	)
Stock compensation expense		32			35			33
Amortization of deferred financing costs and debt discount		46			37			42
Other noncash items		14			50			(14	)
Accounts receivable and other current assets		(20	)		(341	)		(63	)
Accounts payable and accrued expenses		70			(29	)		(55	)
Clearing broker assets and liabilities, net		9			36			(39	)
Deferred revenue		40			25			67
Cash flow from operations		701			385			640
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(265	)		(721	)		(13	)
Cash paid for property and equipment and software		(307	)		(392	)		(327	)
Other investing activities		8			4			7
Cash used in investment activities		(564	)		(1,109	)		(333	)
Financing activities:
Cash received from issuance of preferred stock		1			1			1
Cash received from stock subscription receivable		5			—			—
Cash received from other borrowings, net of fees		591			1,444			202
Cash used to repay debt		(623	)		(119	)		(827	)
Cash used to purchase treasury stock		(3	)		(5	)		(2	)
Other financing activities		(3	)		(18	)		(3	)
Cash provided by (used in) financing activities		(32	)		1,303			(629	)
Effect of exchange rate changes on cash		6			(31	)		11
Increase (decrease) in cash and cash equivalents		111			548			(311	)
Beginning cash and cash equivalents		316			427			975
Ending cash and cash equivalents	$	427		$	975		$	664
Supplemental information:
Interest paid	$	643		$	550		$	596
Income taxes paid, net of refunds	$	62		$	134		$	135
Acquired businesses:
Property and equipment	$	40		$	14		$	—
Software products		68			133			10
Customer base		92			215			5
Goodwill		166			613			2
Other intangible assets		11			67			—
Deferred income taxes		(49	)		(123	)		(1	)
Purchase price obligations and debt assumed		(41	)		(75	)		(1	)
Net current liabilities assumed		(22	)		(123	)		(2	)
Cash paid for acquired businesses, net of cash acquired of $22, $78 and $1, respectively	$	265		$	721		$	13

The accompanying notes are an integral part of these consolidated financial statements.

54

SunGard Capital Corp. II

Consolidated Statement of Changes in Stockholders’ Equity

																							Accumulated Other Comprehensive Income (Loss)
	Preferred Stock				Common Stock															Retained						Net Unrealized
	Number				Number				Capital			Stock			Treasury Stock (Preferred					Earnings			Foreign			Gain (Loss) on
	of Shares				of Shares				in Excess			Subscription			Stock)					(Accumulated			Currency			Derivative
	issued		Par Value		issued		Par Value		of Par Value			Receivable			Shares		Amount			Deficit)			Translation			Instruments			Total
	(In millions)
Balances at December 31, 2006		10	$	—		—	$	—	$	3,619		$	(5	)		—	$	—		$	(147	)	$	55		$	2		$	3,524
Comprehensive loss:
Net loss		—		—		—		—		—			—			—		—			(60	)		—			—			(60	)
Foreign currency translation		—		—		—		—		—			—			—		—			—			35			—			35
Net unrealized loss on derivative instruments (net of tax benefit of $15)		—		—		—		—		—			—			—		—			—			—			(23	)		(23	)
Total comprehensive loss																														(48	)
Stock compensation expense		—		—		—		—		32			—			—		—			—			—			—			32
Issuance of preferred stock		—		—		—		—		—			—			—		—			—			—			—			—
Purchase of treasury stock		—		—		—		—		—			—			—		(3	)		—			—			—			(3	)
Stock subscription received		—		—		—		—		—			5			—		—			—			—			—			5
Other		—		—		—		—		(5	)		—			—		—			—			—			—			(5	)
Balances at December 31, 2007		10		—		—		—		3,646			—			—		(3	)		(207	)		90			(21	)		3,505
Comprehensive loss:
Net loss		—		—		—		—		—			—			—		—			(242	)		—			—			(242	)
Foreign currency translation		—		—		—		—		—			—			—		—			—			(249	)		—			(249	)
Net unrealized loss on derivative instruments (net of tax benefit of $25)		—		—		—		—		—			—			—		—			—			—			(39	)		(39	)
Total comprehensive loss																														(530	)
Stock compensation expense		—		—		—		—		35			—			—		—			—			—			—			35
Issuance of preferred stock		—		—		—		—		—			—			—		—			—			—			—			—
Purchase of treasury stock		—		—		—		—		—			—			—		(5	)		—			—			—			(5	)
Other		—		—		—		—		6			—			—		—			—			—			—			6
Balances at December 31, 2008		10		—		—		—		3,687			—			—		(8	)		(449	)		(159	)		(60	)		3,011
Comprehensive loss:		—
Net loss		—		—		—		—		—			—			—		—			(1,118	)		—			—			(1,118	)
Foreign currency translation		—		—		—		—		—			—			—		—			—			80			—			80
Net unrealized gain on derivative instruments (net of tax provision of $11)		—		—		—		—		—			—			—		—			—			—			18			18
Total comprehensive loss																														(1,020	)
Stock compensation expense		—		—		—		—		33			—			—		—			—			—			—			33
Issuance of preferred stock		—		—		—		—		—			—			—		—			—			—			—			—
Purchase of treasury stock		—		—		—		—		—			—			—		(2	)		—			—			—			(2	)
Expiration of put option		—		—		—		—		15			—			—		—			—			—			—			15
Other		—		—		—		—		(11	)		—			—		—			—			—			—			(11	)
Balances at December 31, 2009		10	$	—		—	$	—	$	3,724		$	—			—	$	(10	)	$	(1,567	)	$	(79	)	$	(42	)	$	2,026

The accompanying notes are an integral part of these consolidated financial statements.

55

SunGard Data Systems Inc.

Consolidated Balance Sheets

	December 31,			December 31,
	2008			2009
	(In millions except share and per-share amounts)
ASSETS
Current:
Cash and cash equivalents	$	975		$	664
Trade receivables, less allowance for doubtful accounts of $15 and $49		701			955
Earned but unbilled receivables		81			181
Prepaid expenses and other current assets		122			189
Clearing broker assets		309			332
Retained interest in accounts receivable sold		285			—
Deferred income taxes		22			22
Total current assets		2,495			2,343
Property and equipment, less accumulated depreciation of $689 and $936		898			925
Software products, less accumulated amortization of $793 and $1,091		1,159			1,020
Customer base, less accumulated amortization of $668 and $954		2,616			2,294
Other intangible assets, less accumulated amortization of $29 and $24		207			195
Trade name, less accumulated amortization of $4 and $10		1,075			1,025
Goodwill		7,328			6,178
Total Assets	$	15,778		$	13,980
LIABILITIES AND STOCKHOLDER’S EQUITY
Current:
Short-term and current portion of long-term debt	$	322		$	64
Accounts payable		87			72
Accrued compensation and benefits		314			319
Accrued interest expense		159			146
Other accrued expenses		401			413
Clearing broker liabilities		310			294
Deferred revenue		977			1,040
Total current liabilities		2,570			2,348
Long-term debt		8,553			8,251
Deferred income taxes		1,592			1,314
Total liabilities		12,715			11,913
Commitments and contingencies
Stockholder’s equity:
Common stock, par value $.01 per share; 100 shares authorized, issued and oustanding		—			—
Capital in excess of par value		3,731			3,755
Accumulated deficit		(449	)		(1,567	)
Accumulated other comprehensive income		(219	)		(121	)
Total stockholder’s equity		3,063			2,067
Total Liabilities and Stockholder’s Equity	$	15,778		$	13,980

The accompanying notes are an integral part of these consolidated financial statements.

56

SunGard Data Systems Inc.

Consolidated Statements of Operations

	Year Ended December 31,
	2007			2008			2009
	(In millions)
Revenue:
Services	$	4,364		$	5,083		$	4,961
License and resale fees		396			369			384
Total products and services		4,760			5,452			5,345
Reimbursed expenses		141			144			163
		4,901			5,596			5,508
Costs and expenses:
Cost of sales and direct operating		2,268			2,744			2,709
Sales, marketing and administration		1,042			1,151			1,112
Product development		271			308			302
Depreciation and amortization		251			278			291
Amortization of acquisition-related intangible assets		438			515			540
Goodwill impairment charge and merger costs		—			130			1,130
		4,270			5,126			6,084
Income (loss) from operations		631			470			(576	)
Interest income		19			18			7
Interest expense and amortization of deferred financing fees		(645	)		(599	)		(637	)
Other income (expense)		(68	)		(93	)		15
Loss before income taxes		(63	)		(204	)		(1,191	)
Benefit from (provision for) income taxes		3			(38	)		73
Net loss	$	(60	)	$	(242	)	$	(1,118	)

The accompanying notes are an integral part of these consolidated financial statements.

57

SunGard Data Systems Inc.

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2007			2008			2009
	(In millions)
Cash flow from operations:
Net loss	$	(60	)	$	(242	)	$	(1,118	)
Reconciliation of net loss to cash flow from operations:
Depreciation and amortization		689			793			831
Goodwill impairment charge		—			128			1,126
Deferred income tax benefit		(120	)		(108	)		(170	)
Stock compensation expense		32			35			33
Amortization of deferred financing costs and debt discount		46			37			42
Other noncash items		14			50			(14	)
Accounts receivable and other current assets		(20	)		(341	)		(63	)
Accounts payable and accrued expenses		71			(28	)		(56	)
Clearing broker assets and liabilities, net		9			36			(39	)
Deferred revenue		40			25			67
Cash flow from operations		701			385			639
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(265	)		(721	)		(13	)
Cash paid for property and equipment and software		(307	)		(392	)		(327	)
Other investing activities		8			4			7
Cash used in investment activities		(564	)		(1,109	)		(333	)
Financing activities:
Cash received from other borrowings, net of fees		591			1,444			202
Cash used to repay debt		(623	)		(119	)		(827	)
Other financing activities		—			(22	)		(3	)
Cash provided by (used in) financing activities		(32	)		1,303			(628	)
Effect of exchange rate changes on cash		6			(31	)		11
Increase (decrease) in cash and cash equivalents		111			548			(311	)
Beginning cash and cash equivalents		316			427			975
Ending cash and cash equivalents	$	427		$	975		$	664
Supplemental information:
Interest paid	$	643		$	550		$	596
Income taxes paid, net of refunds	$	62		$	134		$	135
Acquired businesses:
Property and equipment	$	40		$	14		$	—
Software products		68			133			10
Customer base		92			215			5
Goodwill		166			613			2
Other intangible assets		11			67			—
Deferred income taxes		(49	)		(123	)		(1	)
Purchase price obligations and debt assumed		(41	)		(75	)		(1	)
Net current liabilities assumed		(22	)		(123	)		(2	)
Cash paid for acquired businesses, net of cash acquired of $22, $78 and $1, respectively	$	265		$	721		$	13

The accompanying notes are an integral part of these consolidated financial statements.

58

SunGard Data Systems Inc.

Consolidated Statement of Changes in Stockholder’s Equity

											Accumulated Other Comprehensive Income (Loss)
	Common Stock				Capital			Retained						Net Unrealized
	Number				in Excess			Earnings			Foreign			Gain (Loss) on
	of Shares		Par		of Par			(Accumulated			Currency			Derivative
	issued		Value		Value			Deficit)			Translation			Instruments			Total
	(In millions)
Balances at December 31, 2006		—	$	—	$	3,664		$	(147	)	$	55		$	2		$	3,574
Comprehensive loss:
Net loss		—		—		—			(60	)		—			—			(60	)
Foreign currency translation		—		—		—			—			35			—			35
Net unrealized loss on derivative instruments (net of tax benefit of $15)		—		—		—			—			—			(23	)		(23	)
Total comprehensive loss																		(48	)
Stock compensation expense		—		—		32			—			—			—			32
Other		—		—		(2	)		—			—			—			(2	)
Balances at December 31, 2007		—		—		3,694			(207	)		90			(21	)		3,556
Comprehensive loss:
Net loss		—		—		—			(242	)		—			—			(242	)
Foreign currency translation		—		—		—			—			(249	)		—			(249	)
Net unrealized loss on derivative instruments (net of tax benefit of $25)		—		—		—			—			—			(39	)		(39	)
Total comprehensive loss																		(530	)
Stock compensation expense		—		—		35			—			—			—			35
Other		—		—		2			—			—			—			2
Balances at December 31, 2008		—		—		3,731			(449	)		(159	)		(60	)		3,063
Comprehensive loss:
Net loss		—		—		—			(1,118	)		—			—			(1,118	)
Foreign currency translation		—		—		—			—			80			—			80
Net unrealized gain on derivative instruments (net of tax provision of $11)		—		—		—			—			—			18			18
Total comprehensive loss																		(1,020	)
Stock compensation expense		—		—		33			—			—			—			33
Other		—		—		(9	)		—			—			—			(9	)
Balances at December 31, 2009		—	$	—	$	3,755		$	(1,567	)	$	(79	)	$	(42	)	$	2,067

The accompanying notes are an integral part of these consolidated financial statements.

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SunGard Capital Corp.
SunGard Capital Corp. II
SunGard Data Systems Inc.

Notes to Consolidated Financial Statements

1.   Basis of Presentation and Summary of Significant Accounting Policies:

SunGard Data Systems Inc. (“SunGard”) was acquired on August 11, 2005 (the “Transaction”) in a leveraged buy-out by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the “Sponsors”).

SunGard is a wholly owned subsidiary of SunGard Holdco LLC, which is wholly owned by SunGard Holding Corp., which is wholly owned by SunGard Capital Corp. II (“SCCII”), which is a subsidiary of SunGard Capital Corp. (“SCC”). SCC and SCCII are collectively referred to as the “Parent Companies.” All four of these companies were formed in 2005 for the purpose of facilitating the Transaction and are collectively referred to as the “Holding Companies.” SCC, SCCII and SunGard are separate reporting companies and are collectively referred to as the “Company”.

The Holding Companies have no other operations beyond those of their ownership of SunGard. SunGard is one of the world’s leading software and technology services companies and has four segments: Financial Systems (“FS”), Higher Education (“HE”), Public Sector (“PS”) and Availability Services (“AS”). The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated.

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make many estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates.

Revenue Recognition

The following criteria must be met in determining whether revenue may be recorded: persuasive evidence of a contract exists; services have been provided; the price is fixed or determinable; and collection is reasonably assured.

The Company generates services revenue from availability services, processing services, software maintenance and rentals, professional services and broker/dealer fees. Services revenue is recorded as the services are provided based on the fair value of each element which is based on the sales price of each element when sold separately. Most AS services revenue consists of fixed monthly fees based upon the specific computer configuration or business process for which the service is being provided, and the related costs are incurred ratably over the contract period. When recovering from an interruption, customers generally are contractually obligated to pay additional fees, which typically cover the incremental costs of supporting customers during recoveries. FS services revenue includes monthly fees, which may include a fixed minimum fee and/or variable fees based on a measure of volume or activity, such as the number of accounts, trades or transactions, users or the number of hours of service.

For fixed-fee professional services contracts, services revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. When contracts include both professional services and software and there are significant program modifications or customization, installation, systems integration or related services, the professional services and license revenue is combined and recorded based upon the estimated percentage of completion,

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measured in the manner described above. Changes in the estimated costs or hours to complete the contract and losses, if any, are reflected in the period during which the change or loss becomes known.

License fees result from contracts that permit the customer to use a SunGard software product at the customer’s site. Generally, these contracts are multiple-element arrangements since they usually provide for professional services and ongoing software maintenance. In these instances, license fees are recognized upon the signing of the contract and delivery of the software if the license fee is fixed or determinable, collection is probable, and there is sufficient vendor specific evidence of the fair value of each undelivered element. Revenue is recorded when billed when customer payments are extended beyond normal billing terms, or at acceptance when there is significant acceptance, technology or service risk. Revenue also is recorded over the longest service period in those instances where the software is bundled together with post-delivery services and there is not sufficient evidence of the fair value of each undelivered service element.

Sufficient evidence of fair value is determined by reference to applicable accounting standards and is defined as vendor specific objective evidence (“VSOE”). If there is no VSOE of the fair value of the delivered element (which is usually the software) but there is VSOE of the fair value of each of the undelivered elements (which are usually maintenance and professional services), then the residual method is used to determine the revenue for the delivered element. The revenue for each of the undelivered elements is set at the fair value of those elements using VSOE of the price paid when each of the undelivered elements is sold separately. The revenue remaining after allocation to the undelivered elements (i.e., the residual) is allocated to the delivered element.

VSOE supporting the fair value of maintenance is based on the optional renewal rates for each product and is typically 18% to 20% of the software license fee per year. VSOE supporting the fair value of professional services is based on the standard daily rates charged when those services are sold separately.

In some multiple-element arrangements that include software licenses and services, the services rates are discounted. In these cases, a portion of the software license fee is deferred and recognized as the services are performed based on VSOE of the services.

Unbilled receivables are created when services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when billing occurs in advance of performing services or when all revenue recognition criteria have not been met.

Cash and Cash Equivalents

Cash and cash equivalents consist of investments that are readily convertible into cash and have original maturities of three months or less.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company sells a significant portion of its products and services to the financial services industry and could be affected by the overall condition of that industry. The Company believes that any credit risk associated with accounts receivable is substantially mitigated by the relatively large number of customer accounts and reasonably short collection terms. Accounts receivable are stated at estimated net realizable value, which approximates fair value. By policy, the Company places its available cash and short-term investments with institutions of high credit-quality and limits the amount of credit exposure to any one issuer.

Foreign Currency Translation

The functional currency of each of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period.

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Increases and decreases in net assets resulting from foreign currency translation are reflected in stockholder’s equity as a component of accumulated other comprehensive income (loss).

Property and Equipment

Property and equipment are recorded at cost and depreciated on the straight-line method over the estimated useful lives of the assets (three to eight years for equipment and 10 to 40 years for buildings and improvements). Leasehold improvements are amortized ratably over their remaining lease term or useful life, if shorter. Depreciation and amortization of property and equipment was $219 million in 2007, $240 million in 2008 and $245 million in 2009.

Software Products

Software development costs are expensed as incurred and consist primarily of design and development costs of new products and significant enhancements to existing products incurred before the establishment of technological feasibility. Recoverable costs incurred subsequent to technological feasibility of new products and enhancements to existing products as well as costs associated with purchased software and software obtained through business acquisitions are capitalized and amortized over the estimated useful lives of the related products, generally three to 11 years (average life is eight years), using the straight-line method or the ratio of current revenue to current and anticipated revenue from such software, whichever provides the greater amortization. Amortization of all software products, including software acquired in business acquisitions and software purchased for internal use, aggregated $246 million in 2007, $267 million in 2008 and $295 million in 2009. Capitalized development costs were $26 million in 2007, $17 million in 2008 and $16 million in 2009.

Purchase Accounting and Intangible Assets

Purchase accounting requires that all assets and liabilities be recorded at fair value on the acquisition date, including identifiable intangible assets separate from goodwill. Identifiable intangible assets include customer base (which includes customer contracts and relationships), software and trade name. Goodwill represents the excess of cost over the fair value of net assets acquired.

The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, the specific characteristics of the identified intangible assets, and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, technological developments, economic conditions and competition. In connection with our determination of fair values for the Transaction and for other significant acquisitions, we engage independent appraisal firms to assist us with the valuation of intangible and certain tangible assets acquired and certain assumed obligations.

Customer Base Intangible Assets

Customer base intangible assets represent customer contracts and relationships obtained as a result of the Transaction and as part of acquired businesses and are amortized using the straight-line method over their estimated useful lives, ranging from three to 19 years (average life is 13 years).

Effective January 1, 2009, the Company shortened the remaining useful lives of certain intangible assets to reflect revisions to estimated customer attrition rates. The impact of this revision was an increase in amortization of acquisition-related intangible assets of approximately $36 million in 2009.

Other Intangible Assets

Other intangible assets consist primarily of deferred financing costs incurred in connection with debt issued in the Transaction and amendments to our debt and other financing transactions (see Note 5),

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noncompetition agreements obtained in business acquisitions, long-term accounts receivable, prepayments and long-term investments. Deferred financing costs are amortized over the term of the related debt. Noncompetition agreements are amortized using the straight-line method over their stated terms, ranging from two to five years.

Impairment Reviews for Long-Lived Assets

The Company periodically reviews carrying values and useful lives of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Factors that could indicate an impairment include significant underperformance of the asset as compared to historical or projected future operating results, or significant negative industry or economic trends. When the Company determines that the carrying value of an asset may not be recoverable, the related estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset are compared to the carrying value of the asset. If the sum of the estimated future undiscounted cash flows is less than the carrying amount, an impairment charge is recorded based on the difference between the carrying value of the asset and its fair value, which the Company estimates based on discounted expected future cash flows. In determining whether an asset is impaired, the Company makes assumptions regarding recoverability of costs, estimated future cash flows from the asset, intended use of the asset and other relevant factors. If these estimates or their related assumptions change, impairment charges for these assets may be required.

Future Amortization of Acquisition-Related Intangible Assets

Based on amounts recorded at December 31, 2009, total expected amortization of all acquisition-related intangible assets in each of the years ended December 31 follows (in millions):

2010	$	494
2011		466
2012		416
2013		362
2014		297

Trade Name and Goodwill

The trade name intangible asset primarily represents the fair value of the SunGard trade name at August 11, 2005 and is an indefinite-lived asset and therefore is not subject to amortization but is reviewed at least annually for impairment. Other trade names are amortized over their estimated useful lives. Goodwill represents the excess of cost over the fair value of net assets acquired. Generally accepted accounting principles require the Company to perform an impairment test, a two-step test, annually and more frequently when negative conditions or a triggering event arise. The Company completes its annual goodwill impairment test as of July 1. In step one, the estimated fair value of each reporting unit is compared to its carrying value. If there is a deficiency (the estimated fair value is less than the carrying value), a step two test is required. In step two, the amount of any goodwill impairment is calculated by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of goodwill, with the resulting impairment reflected in operations. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination.

Estimating the fair value of a reporting unit requires various assumptions including the use of projections of future cash flows and discount rates that reflect the risks associated with achieving those cash flows. The assumptions about future cash flows and growth rates are based on management’s assessment of a number of factors including the reporting unit’s recent performance against budget as well as performance in the market that the reporting unit serves. Discount rate assumptions are based on an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit.

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Based on an evaluation of 2009 year-end results and a reduction in the revenue growth outlook for the AS business, the Company concluded that AS had experienced a triggering event in its North American reporting unit (AS NA), one of two reporting units identified in the July 1 annual impairment test where the excess of the estimated fair value over the carrying value was less than 10%. None of the other reporting units experienced a triggering event. The Company first evaluated AS NA’s long-lived assets, primarily the customer base and property and equipment, for impairment. In performing the impairment tests for the long-lived assets, the Company estimated the undiscounted cash flows over the remaining useful lives of the customer base and compared the results to the carrying value of the asset groups. There was no impairment of the long-lived assets.

Next, in performing the goodwill impairment test, the Company estimated the fair value of AS NA by a combination of (i) estimation of the discounted cash flows based on projected earnings using a discount factor that reflects the risk inherent in the projected cash flows (the income approach) and (ii) analysis of comparable companies’ market multiples (the market approach). The projected cash flows of the business were lower based on management’s evaluation of year-end results and lower growth rates than those used in the July 1 impairment test. The projections reflect estimated growth rates in the recovery and managed services businesses within AS NA, the impact of continued investment in products, cost savings initiatives and capital spending assumptions associated with the growth in these businesses. The Company used the same risk-adjusted discount rate in the December 31 test as was used in the July 1 test. As a result, the Company determined that the carrying value of AS NA was in excess of its fair value. In completing the step two test to determine the implied fair value of AS NA’s goodwill and therefore the amount of impairment, management first determined the fair value of the tangible and intangible assets and liabilities with the assistance of an external valuation firm. Based on the testing performed, the Company determined that the carrying value of AS NA’s goodwill exceeded its implied fair value by $1.13 billion and recorded a goodwill impairment charge for this amount. The total remaining goodwill balance at December 31, 2009 is $6.18 billion.

After consideration of the AS NA impairment, the Company has two reporting units, including AS NA, whose goodwill balances total $1.13 billion at December 31, 2009, where the excess of the estimated fair value over the carrying value of the reporting unit was less than 10%. A one percentage point decrease in the perpetual growth rate or a one percentage point increase in the discount rate would cause these two reporting units to fail the step one test and require a step two analysis, and some or all of this goodwill could be impaired.

As a result of the change in the economic environment in the second half of 2008 and completion of the annual budgeting process for 2009, the Company completed an assessment of the recoverability of its goodwill in December 2008. In completing this review, the Company considered a number of factors, including a comparison of the budgeted revenue and profitability for 2009 to that included in the annual impairment test conducted as of July 1, 2008, and the amount by which the fair value of each reporting unit exceeded its carrying value in the 2008 impairment analysis, as well as qualitative factors such as the overall economy’s effect on each reporting unit. Based on that review, the Company concluded that the entire enterprise did not experience a triggering event that would require an impairment analysis of all of the Company’s reporting units, but that one of the PS reporting units required a step two test. Based on this step two test, the Company concluded that the decline in expected future cash flows of the PS reporting unit was sufficient to result in an impairment of goodwill of $128 million.

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The following table summarizes changes in goodwill by segment (in millions):

	Cost															Accumulated Impairment
	FS			HE			PS			AS			Subtotal			PS			AS			Subtotal			Total
Balance at December 31, 2007	$	2,942		$	971		$	911		$	2,262		$	7,086		$	—		$	—		$	—		$	7,086
2008 acquisitions		561			—			—			67			628			—			—			—			628
Adjustments related to the Transaction and prior year acquisitions		(45	)		(6	)		(3	)		(15	)		(69	)		—			—			—			(69	)
Impairment charges		—			—			—			—			—			(128	)		—			(128	)		(128	)
Effect of foreign currency translation		(27	)		—			(95	)		(67	)		(189	)		—			—			—			(189	)
Balance at December 31, 2008		3,431			965			813			2,247			7,456			(128	)		—			(128	)		7,328
2009 acquisitions		2			—			—			—			2			—			—			—			2
Adjustments related to the Transaction and prior year acquisitions		(9	)		(15	)		(14	)		(53	)		(91	)		—			—			—			(91	)
Impairment charges		—			—			—			—			—			—			(1,126	)		(1,126	)		(1,126	)
Effect of foreign currency translation		33			—			15			17			65			—			—			—			65
Balance at December 31, 2009	$	3,457		$	950		$	814		$	2,211		$	7,432		$	(128	)	$	(1,126	)	$	(1,254	)	$	6,178

The 2009 adjustments related to the Transaction and prior year acquisitions includes a $114 million adjustment to correct the income tax rate used to calculate the deferred tax liabilities associated with the intangible assets at the Transaction date. The adjustment was not material to prior periods.

Stock Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Fair value for stock options is computed using the Black-Scholes pricing model. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options, expected volatility of the Company’s stock price, and the number of awards expected to be forfeited. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, the Company estimates the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on the consolidated financial results. A deferred income tax asset is recorded over the vesting period as stock compensation expense is recorded. The Company’s ability to use the deferred tax asset is ultimately based on the actual value of the stock-based award upon exercise. If the actual value is lower than the fair value determined on the date of grant, there could be an income tax expense for the portion of the deferred tax asset that cannot be used, which could have a material effect on the consolidated financial results.

Income Taxes

The Company recognizes deferred income tax assets and liabilities based upon the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred income tax assets and liabilities are calculated based on the difference between the financial and tax bases of assets and liabilities using the currently enacted income tax rates in effect during the years in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances. Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the appropriate taxing authority has completed their examination even though the statute of limitations remains open, or the statute of limitation expires. Considerable judgment is required in assessing and estimating these amounts and differences between the actual outcome of these future tax consequences and estimates made could have a material effect on the consolidated financial results.

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Effect of Recent Accounting Pronouncements

The Financial Accounting Standards Board issued new revenue recognition guidance for arrangements with multiple deliverables. The new guidance, whose scope excludes software revenue recognition, modifies the fair value requirements for revenue recognition by providing “best estimate of selling price” in addition to vendor specific objective evidence, or “VSOE”, and vendor objective evidence, now referred to as third-party evidence, or “TPE”, for determining the selling price of a deliverable. Since the Company will be able to use an estimate of the selling price for the deliverables in an arrangement, all deliverables will be separate units of accounting, provided (a) a delivered item has value to the customer on a standalone basis, and (b) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the Company. As a result of the requirement to use the best estimate of the selling price when VSOE or TPE of the selling price cannot be determined, the residual method is no longer permitted. The new guidance is effective for fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the impact of this revenue guidance, but does not expect the guidance to have a material effect on the consolidated financial statements.

2.   Acquisitions:

The Company seeks to acquire businesses that broaden its existing product lines and service offerings by adding complementary products and service offerings and by expanding its geographic reach. During 2009, the Company completed three acquisitions in its FS segment. Cash paid, subject to certain adjustments, was $12 million.

During 2008, the Company completed four acquisitions in its FS segment, including GL TRADE S.A., and two in its AS segment, and, in 2007, the Company completed nine acquisitions in its FS segment and one in each of its AS and PS segments.

At December 31, 2008, the purchase price allocations for certain businesses acquired in 2008 were preliminary and subject to finalization of independent appraisals of acquired software and customer base assets and deferred income taxes.

At December 31, 2009, contingent purchase price obligations that depend upon the operating performance of four acquired businesses total $57 million, all of which could be due in the next 12 months. The amount paid, if any, will be recorded as an addition to goodwill at the time the actual performance is known and the amounts become due. There were no amounts earned or paid in 2007, and approximately $1 million was paid during each of 2008 and 2009. There were no amounts payable as of December 31, 2009.

Pro forma financial information (unaudited)

The following unaudited pro forma results of operations (in millions) for 2008 assumes that businesses acquired in 2008 and 2009 occurred as of the beginning of 2008 and were reflected in the Company’s results from that date. The pro forma effect of the 2009 acquisitions on 2009 was not material. For 2008, in addition to the businesses acquired in 2009, the pro forma results include the 2008 acquisitions, the more significant of which are GL TRADE S.A., Strohl Systems Group, Inc. and Advanced Portfolio Technologies, Inc. For 2007, the pro forma results assumes that businesses acquired in 2007 and 2008 occurred as of the beginning of 2007 and were reflected in the Company’s results from that date. Also for 2007, the pro forma results exclude the 2009 acquisitions. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually occurred at the beginning of each period presented, nor of the results that may be obtained in the future. The pro forma adjustments include the effect of purchase accounting adjustments, interest expense and related tax effects.

	2007			2008
Revenue	$	5,299		$	5,823
Net loss		(95	)		(256	)

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3.   Clearing Broker Assets and Liabilities:

Clearing broker assets and liabilities are comprised of the following (in millions):

	December 31,		December 31,
	2008		2009
Segregated customer cash and treasury bills	$	148	$	153
Securities owned		44		40
Securities borrowed		87		116
Receivables from customers and other		30		23
Clearing broker assets	$	309	$	332
Payables to customers	$	191	$	163
Securities loaned		47		95
Customer securities sold short, not yet purchased		3		9
Payable to brokers and dealers		69		27
Clearing broker liabilities	$	310	$	294

Segregated customer cash and treasury bills are held by the Company on behalf of customers. Clearing broker securities consist of trading and investment securities at fair market values, which are based on quoted market rates. Securities borrowed and loaned are collateralized financing transactions which are cash deposits made to or received from other broker/dealers. Receivables from and payables to customers represent amounts due or payable on cash and margin transactions.

4.   Property and Equipment:

Property and equipment consisted of the following (in millions):

	December 31,			December 31,
	2008			2009
Computer and telecommunications equipment	$	681		$	817
Leasehold improvements		565			709
Office furniture and equipment		99			120
Buildings and improvements		130			145
Land		22			22
Construction in progress		90			48
		1,587			1,861
Accumulated depreciation and amortization		(689	)		(936	)
	$	898		$	925

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5.   Debt and Derivative Instruments:

Debt consisted of the following (in millions):

	December 31,			December 31,
	2008			2009
Senior Secured Credit Facility:
Secured revolving credit facility of 3.08% and —%(A)	$	500		$	—
Term loans, tranche A, effective interest rate of 5.37% and 3.24%(A)		4,249			1,506
Term loans, tranche B, effective interest rate of —% and 6.79%(A)		—			2,717
Incremental term loan, effective interest rate of 6.75% and 6.75%(A)		499			494
Total Senior Secured Credit Facility		5,248			4,717
Senior Notes due 2009 at 3.75%(B)		250			—
Senior Notes due 2014 at 4.875%, net of discount of $20 and $16(B)		230			234
Senior Notes due 2013 at 9.125%(C)		1,600			1,600
Senior Subordinated Notes due 2015 at 10.25%(C)		1,000			1,000
Senior Notes due 2015 at 10.625%, net of discount of $6 and $5(C)		494			495
Secured accounts receivable facility, effective interest rate of —% and 7.5%(D)		—			250
Other, primarily acquisition purchase price and capital lease obligations		53			19
		8,875			8,315
Short-term borrowings and current portion of long-term debt		(322	)		(64	)
Long-term debt	$	8,553		$	8,251

As a result of the Transaction, the Company is highly leveraged. Below is a summary of our debt instruments.

    (A)   Senior Secured Credit Facilities

SunGard’s senior secured credit facilities consist of (1) $1.43 billion of U.S. dollar-denominated tranche A term loans, $66 million of pound sterling-denominated tranche A term loans and $13 million of euro-denominated tranche A term loans, each maturing on February 28, 2014, collectively referred to as the unextended term loans, (2) $2.48 billion of U.S. dollar-denominated tranche B term loans, $64 million of pound sterling-denominated tranche B term loans and $172 million of euro-denominated tranche B term loans, each maturing on February 28, 2016, collectively referred to as the extended term loans, (3) $494 million of U.S. dollar-denominated incremental term loans maturing on February 28, 2014 and (4) an $829 million revolving credit facility with $580 million of commitments terminating on May 11, 2013, referred to as the extended revolving credit loans, and $249 million of commitments terminating on August 11, 2011, referred to as the unextended revolving credit loans. As of December 31, 2009, $804 million was available for borrowing under the revolving credit facility after giving effect to certain outstanding letters of credit.

Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate that is the higher of (1) the prime rate of JPMorgan Chase Bank, N.A. and (2) the federal funds rate plus 1/2 of 1% or (b) LIBOR based on the costs of funds for deposits in the currency of such borrowing for either 30, 60, 90 or 180 days. The applicable margin for borrowings under the revolving credit facility and the term loan facility may change subject to attaining certain leverage ratios. In addition to paying interest on outstanding principal under the senior secured credit facilities, we pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments. The commitment fee rates with respect to unused commitments terminating in 2011 and unused commitments terminating in 2013 are 0.50% per annum and 0.75% per annum, respectively, and may change subject to attaining certain leverage ratios. As of December 31, 2009, the interest rate for the extended term loans, after

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adjusting for interest rate swaps, was 6.79% and for the unextended term loans, after adjusting for interest rate swaps, was 3.24%.

All obligations under the senior secured credit facilities are fully and unconditionally guaranteed by SunGard Holdco LLC and by substantially all domestic, 100% owned subsidiaries, referred to, collectively, as Guarantors.

SunGard is required to repay installments on the loans under the term loan facilities in quarterly principal amounts of 0.25% of their funded total principal amount through the maturity date for each class of term loans, at which time the remaining aggregate principal balance is due. Maturity dates for all our term loan facilities will automatically become May 15, 2013 if the Senior Notes due 2013 are not extended, renewed or refinanced on or prior to May 15, 2013 and, if not already reset, the maturity dates for our tranche B term loan facilities will automatically become May 15, 2015 if the Senior Subordinated Notes are not extended, renewed or refinanced on or prior to May 15, 2015.

The senior secured credit facilities also require SunGard to prepay outstanding term loans, subject to certain exceptions, with excess cash flow and proceeds from certain asset sales, casualty and condemnation events, other borrowings and certain financings under SunGard’s accounts receivable securitization program. Any required payments would be applied pro rata to the term loan lenders and to installments of the term loan facilities in direct order of maturity.

The senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, SunGard’s (and most or all of its subsidiaries’) ability to incur additional debt or issue preferred stock, pay dividends and distributions on or repurchase capital stock, create liens on assets, enter into sale and leaseback transactions, repay subordinated indebtedness, make investments, loans or advances, make capital expenditures, engage in certain transactions with affiliates, amend certain material agreements, change its lines of business, sell assets and engage in mergers or consolidations. In addition, under the senior secured credit facilities, SunGard is required to satisfy certain total leverage and interest coverage ratios. SunGard was in compliance with all covenants at December 31, 2009.

In February 2007 the Credit Agreement was amended to reduce the effective interest rates on the term loan facility, increase the size of that facility from $4.0 billion to $4.4 billion, extend the maturity by one year and change certain other terms. SunGard used the additional borrowings to redeem $400 million of senior floating rate notes that were due 2013. The related redemption premium of $19 million and write-off of approximately $9 million of deferred financing costs were included in other expense.

In September 2008 the Credit Agreement was amended to increase the amount of term loan borrowings by SunGard under the Credit Agreement by $500 million (“Incremental Term Loan”), and SunGard issued at a $6 million discount $500 million aggregate principal amount of 10.625% Senior Notes due 2015, together with the Incremental Term Loan, to fund the acquisition of GL TRADE and repay $250 million of senior notes due in January 2009. The second amendment to the Credit Agreement in September 2008 changed certain terms applicable to the Incremental Term Loan. Borrowings can be at either a Base Rate or a Eurocurrency Rate. Base Rate borrowings reset daily and bear interest at a minimum of 4.0% plus a spread of 2.75%. Eurocurrency borrowings can be made for periods of 30, 60, 90 or 180 days and bear interest at a minimum of 3.0% plus a spread of 3.75%. The interest rate at December 31, 2009 was 6.75%.

In June 2009 SunGard amended and restated its existing Credit Agreement (“Amended Credit Agreement”) to (a) extend the maturity date of $2.5 billion of its U.S. dollar-denominated term loans, £40 million of pound sterling-denominated term loans, and €120 million of Euro-denominated term loans from February 2014 to February 2016, (b) reduce existing revolving credit commitments to $829 million from $1 billion and extend the termination date of $580 million of those commitments to May 2013, and (c) amend certain other provisions including those related to negative and financial covenants.

SunGard uses interest rate swap agreements to manage the amount of its floating rate debt in order to reduce its exposure to variable rate interest payments associated with the senior secured credit facilities. SunGard pays a stream of fixed interest payments for the term of the swap, and in turn, receives variable interest payments based on the one-month LIBOR rate or three-month LIBOR rate, which was 0.23% and

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0.25%, respectively, at December 31, 2009. The net receipt or payment from the interest rate swap agreements is included in interest expense. A summary of SunGard’s interest rate swaps at December 31, 2009 follows:

								Interest
								Rate
			Notional		Interest			Received
Inception	Maturity		Amount		Rate Paid			(LIBOR)
			(In millions)
February 2006		February 2011	$	800		5.00	%		3-Month
January 2008		February 2011		750		3.17	%		3-Month
February 2008		February 2010		750		2.71	%		3-Month
January / February 2009		February 2012		1,200		1.78	%		1-Month
Total/Weighted Average interest rate			$	3,500		3.01	%

In early 2010, SunGard entered into three-year interest rate swaps that expire in May 2013 for an aggregate notional amount of $500 million under which we pay fixed interest payments (at 1.99%) for the term of the swaps, and in turn receive variable interest payments based on three-month LIBOR.

The interest rate swaps are designated and qualify as cash flow hedges and are included at estimated fair value as an asset or a liability in the consolidated balance sheet based on a discounted cash flow model using applicable market swap rates and certain assumptions. For 2007, 2008 and 2009, SunGard included an unrealized after-tax loss of $23 million, an unrealized after-tax loss of $39 million, and an unrealized after-tax gain of $18 million, respectively, in Other Comprehensive Income (Loss) related to the change in market value on the swaps. The market value of the swaps recorded in Other Comprehensive Income (Loss) may be recognized in the statement of operations if certain terms of the senior secured credit facilities change or if the loan is extinguished. The $98 million and $70 million fair value of the swap agreements at December 31, 2008 and 2009, respectively, is included in accrued expenses. The effects of the interest rate swaps are reflected in the effective interest rate for the senior secured credit facilities in the components of debt table above.

The table below summarizes the impact of the effective portion of interest rate swaps on the balance sheets and statements of operations for 2007, 2008 and 2009 (in millions):

	Classification	2007			2008			2009
Gain (loss) recognized in Accumulated Other Comprehensive Loss (OCI)	OCI	$	(23	)	$	(39	)	$	18
Gain (loss) reclassified from accumulated OCI into income	Interest expense and amortization of deferred financing fees		6			(32	)		(80	)

SunGard had no ineffectiveness related to its swap agreements.

SunGard expects to reclassify in the next twelve months approximately $82 million of expense from accumulated other comprehensive income into earnings related to SunGard’s interest rate swaps based on the borrowing rates at December 31, 2009.

    (B)   Senior Notes due 2009 and 2014

On January 15, 2004, SunGard issued $500 million of senior unsecured notes, of which $250 million 3.75% notes were due and paid in full in January 2009 and $250 million 4.875% notes are due 2014, which are subject to certain standard covenants. As a result of the Transaction, these senior notes became collateralized on an equal and ratable basis with loans under the senior secured credit facilities and are guaranteed by all subsidiaries that guarantee the senior notes due 2013 and 2015 and senior subordinated notes due 2015. The senior notes due 2014 are recorded at $230 million and $234 million as of December 31, 2008 and 2009, respectively, reflecting the remaining unamortized discount caused by the Transaction. The $16 million discount at December 31, 2009 will be amortized and included in interest expense over the remaining periods to maturity.

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    (C)   Senior Notes due 2013 and 2015 and Senior Subordinated Notes due 2015

The senior notes due 2013 and 2015 are senior unsecured obligations that rank senior in right of payment to future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including the senior subordinated notes. The senior notes (i) rank equally in right of payment to all existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, and (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior notes. All obligations under the senior notes are fully and unconditionally guaranteed, subject to certain exceptions, by substantially all domestic, 100% owned subsidiaries of SunGard.

The senior subordinated notes due 2015 are unsecured senior subordinated obligations that are subordinated in right of payment to the existing and future senior debt, including the senior secured credit facilities, the senior notes due 2009 and 2014 and the senior notes due 2013 and 2015. The senior subordinated notes (i) rank equally in right of payment to all future senior subordinated debt, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior subordinated notes, and (iv) rank senior in right of payment to all future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes.

The senior notes due 2013 and 2015 and senior subordinated notes due 2015 are redeemable in whole or in part, at SunGard’s option, at any time at varying redemption prices that generally include premiums, which are defined in the applicable indentures. In addition, upon a change of control, SunGard is required to make an offer to redeem all of the senior notes and senior subordinated notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest.

The indentures governing the senior notes due 2013 and 2015 and senior subordinated notes due 2015 contain a number of covenants that restrict, subject to certain exceptions, SunGard’s ability and the ability of its restricted subsidiaries to incur additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of its capital stock or make other restricted payments, make certain investments, enter into certain types of transactions with affiliates, create liens securing certain debt without securing the senior notes due 2013 and 2015 or senior subordinated notes due 2015, as applicable, sell certain assets, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and designate its subsidiaries as unrestricted subsidiaries.

    (D)   Accounts Receivable Securitization Program

In December 2008, SunGard terminated its off-balance sheet accounts receivable securitization program. Under this accounts receivable facility, eligible receivables were sold to third-party conduits through a wholly owned, bankruptcy remote, special purpose entity that was not consolidated for financial reporting purposes. SunGard serviced the receivables and charged a monthly servicing fee at market rates. The third-party conduits were sponsored by certain lenders under SunGard’s senior secured credit facilities. Sales of receivables under the facility qualified as sales under applicable accounting rules. Accordingly, at December 31, 2008, these receivables, totaling $363 million, net of applicable allowances, and the corresponding borrowings totaling $77 million were excluded from SunGard’s consolidated balance sheet. SunGard’s retained interest in receivables sold as of December 31, 2008 was $285 million. The loss on sale of receivables and discount on retained interests were included in other expense and totaled $29 million for 2007 and $25 million for 2008. The gain or loss on sale of receivables was determined at the date of transfer based upon the fair value of the assets sold and the interests retained. SunGard estimated fair value based on the present value of expected cash flows.

In March 2009, SunGard entered into a syndicated three-year receivables facility. The facility limit is $317 million, which consists of a term loan commitment of $181 million and a revolving commitment of $136 million. Advances may be borrowed and repaid under the revolving commitment with no impact on the

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facility limit. The term loan commitment may be repaid at any time at SunGard’s option, but will result in a permanent reduction in the facility limit. At December 31, 2009, $181 million was drawn against the term loan commitment and $69 million was drawn against the revolving commitment which represented the full amount available for borrowing based on the terms and conditions of the facility. At December 31, 2009, $689 million of accounts receivable secure the borrowings under the receivables facility.

Under the receivables facility, SunGard is generally required to pay interest on the amount of each advance at the one month LIBOR rate (with a floor of 3%) plus 4.50% per annum, which at December 31, 2009 was 7.5%. The facility is subject to a fee on the unused portion of 1.00% per annum. The receivables facility contains certain covenants and SunGard is required to satisfy and maintain specified facility performance ratios, financial ratios and other financial condition tests.

Future Maturities

At December 31, 2009, annual maturities of long-term debt during the next five years and thereafter are as follows (in millions):

2010	$	64
2011		50
2012		300
2013		1,649
2014		2,181
Thereafter(1)		4,071

(1)	2014 includes debt discounts of $16 million.
(2)	Thereafter includes debt discounts of $5 million.

6.   Fair Value Measurements:

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2009 (in millions):

	Fair Value Measures Using
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents — money market funds	$	168	$	—	$	—	$	168
Clearing broker assets — treasury bills		151		—		—		151
Clearing broker assets — securities owned		40		—		—		40
	$	359	$	—	$	—	$	359
Liabilities
Clearing broker liabilities — customer securities sold short, not yet purchased	$	9	$	—	$	—	$	9
Interest rate swap agreements		—		70		—		70
	$	9	$	70	$	—	$	79

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The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2008 (in millions):

	Fair Value Measures Using
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents — money market funds	$	589	$	—	$	—	$	589
Clearing broker assets — treasury bills		140		—		—		140
Clearing broker assets — securities owned		44		—		—		44
Retained interest in accounts recevable sold		—		—		285		285
	$	773	$	—	$	285	$	1,058
Liabilities
Clearing broker liabilities — customer securities sold short, not yet purchased	$	3	$	—	$	—	$	3
Interest rate swap agreements		—		98		—		98
	$	3	$	98	$	—	$	101

A Level 1 fair value measure is based upon quoted prices in active markets for identical assets or liabilities. A Level 2 fair value measure is based upon quoted prices for similar assets and liabilities in active markets or inputs that are observable. A Level 3 fair value measure is based upon inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

Cash and cash equivalents — money market funds and Clearing broker assets — treasury bills are recognized and measured at fair value in the Company’s financial statements. Clearing broker assets and liabilities — securities owned and customer securities sold short, not yet purchased are recorded at closing exchange-quoted prices. Fair values of the interest rate swap agreements are calculated using a discounted cash flow model using observable applicable market swap rates and assumptions and are compared to market valuations obtained from brokers. During January 2009, the fair value of retained interest in accounts receivable sold (a Level 3 measurement) decreased to zero due to the termination of the Company’s off-balance sheet accounts receivable securitization program.

During 2009, the Company recorded impairment charges on certain of its FS customer base and software assets of $18 million and $17 million, respectively, as a result of changes to the cash flow projections of the applicable businesses. These non-recurring fair value measures are classified as Level 3 in the fair value hierarchy and were valued using discounted cash flow models. The valuation inputs included estimates of future cash flows, expectations about possible variations in the amount and timing of cash flows and discount rates based on the risk-adjusted cost of capital.

Fair Value of Financial Instruments

The following table presents the carrying amounts and fair values of financial instruments (in millions):

	December 31,						December 31,
	2008						2009
	Carrying			Fair			Carrying			Fair
	Value			Value			Value			Value
Interest rate swap contracts	$	(98	)	$	(98	)	$	(70	)	$	(70	)
Floating rate debt		5,248			4,437			4,967			4,815
Fixed rate debt		3,627			2,903			3,348			3,507

The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, to the extent the underlying liability will be settled in cash, approximate carrying values because of the short-term nature of these instruments. The derivative financial instruments are carried at fair value. The fair value of SunGard’s floating rate and fixed rate long-term debt is primarily based on market rates.

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7.   Preferred Stock

SCCII

SCCII has preferred and common stock outstanding at December 31, 2008 and 2009. The preferred stock is non-voting and ranks senior in right of payment to the common stock. Each share of preferred stock has a liquidation preference of $100 (the initial class P liquidation preference) plus an amount equal to the accrued and unpaid dividends accruing at a rate of 11.5% per year of the initial Class P liquidation preference ($100 per share), compounded quarterly. Holders of preferred stock are entitled to receive cumulative preferential dividends to the extent a dividend is declared by the Board of Directors of SCCII at a rate of 11.5% per year of the initial Class P liquidation preference ($100 per share) payable quarterly in arrears. The aggregate amount of cumulative but undeclared preferred stock dividends at December 31, 2008 and 2009 was $466 million and $645 million, respectively ($47.57 and $65.72 per share, respectively). No dividends have been declared since inception.

Preferred shares and stock awards based in preferred shares are held by certain members of management. In the case of termination resulting from disability or death, an employee or his/her estate may exercise a put option which would require the Company to repurchase vested shares at the current fair market value. These shares of preferred stock must be classified as temporary equity (between liabilities and stockholder’s equity) on the balance sheet of SCCII.

SCC

Effective January 1, 2009, preferred stock of SCCII is classified as Noncontrolling interest in the equity section on the balance sheet of SCC as a result of the adoption of certain accounting rules. Prior periods have been restated to conform with the current year presentation.

8.   Common Stock

SCC has nine classes of common stock, Class L and Class A-1 through A-8. Class L common stock has identical terms as Class A common stock except as follows:

•  Class L common stock has a liquidation preference: distributions by SCC are first allocated to Class L common stock up to its $81 per share liquidation preference plus an amount sufficient to generate a rate of return of 13.5% per annum, compounded quarterly (“Class L Liquidation Preference”). All holders of Common stock, as a single class, share in any remaining distributions pro rata based on the number of outstanding shares of Common stock;

•  Each share of Class L common stock automatically converts into Class A common stock upon an initial public offering or other registration of the Class A common stock and is convertible into Class A common stock upon a majority vote of the holders of the outstanding Class L common stock upon a change in control or other realization events. If converted, each share of Class L common stock is convertible into one share of Class A common stock plus an additional number of shares of Class A common stock determined by dividing the Class L Liquidation Preference at the date of conversion by the adjusted market value of one share of Class A common stock as set forth in the certificate of incorporation of SCC; and

•  Holders of Class A common stock and Class L common stock will generally vote as a single class, except that the election of directors is structured to permit the holders of one or more specific series of Class A common stock to elect separate directors.

In the case of termination resulting from disability or death, an employee or his/her estate may exercise a put option which would require the Company to repurchase vested shares at the current fair market value. These common shares must be classified as temporary equity (between liabilities and equity) on the balance sheet of SCC.

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9.   Stock Option and Award Plans and Stock-Based Compensation:

To provide long-term equity incentives following the Transaction, the SunGard 2005 Management Incentive Plan (“Plan”) was established. As amended in May 2009, the Plan authorizes the issuance of equity subject to awards made under the Plan for up to 70 million shares of Class A common stock and 7 million shares of Class L common stock of SCC and 2.5 million shares of preferred stock of SCCII.

Under the Plan, awards of time-based and performance-based options have been granted to purchase “Units” in the Parent Companies. Each “Unit” consists of 1.3 shares of Class A common stock and 0.1444 shares of Class L common stock of SCC and 0.05 shares of preferred stock of SCCII. The shares comprising a Unit are in the same proportion as the shares issued to all stockholders of the Parent Companies. Option Units are exercisable only for whole Units and cannot be separately exercised for the individual classes of stock. Beginning in 2007, hybrid equity awards generally were granted under the Plan, which awards are composed of restricted stock units for Units (“RSUs”) in the Parent Companies and options to purchase Class A common stock in SCC. All awards under the Plan are granted at fair market value on the date of grant.

Time-based options vest over five years as follows: 25% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. Time-based RSUs vest over five years as follows: 10% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. Performance-based options and RSUs are earned upon the attainment of certain annual or cumulative earnings goals based on Internal EBITA (defined as income from operations before amortization of acquisition-related intangible assets, stock compensation expense and certain other items) targets for the Company during a specified performance period, generally five or six years. During the third quarter of 2009, the Company amended the terms of unvested performance awards granted prior to 2009 by (i) reducing performance targets for 2009 and 2010, (ii) reducing the number of shares that are earned at the reduced targets, (iii) delaying vesting of earned shares, and, (iv) in the case of RSUs, increasing the length of time for distribution, or release, of vested awards. Excluding the 15 senior executive management award holders, all 290 award holders participated in the amendments. During the fourth quarter of 2009, senior executive management’s performance awards were amended consistent with non-senior executive awards and in addition were amended to modify or add, as applicable, vesting on a return-on-equity basis terms. All amended equity awards were revalued at the modification dates at the respective fair market value. There was no expense recognized as a result of the modifications. Time-based and performance-based options can partially or fully vest upon a change of control and certain other termination events, subject to certain conditions, and expire ten years from the date of grant. Once vested, time-based and performance-based RSUs become payable in shares upon the first to occur of a change of control, separation from service without cause, or the date that is five years (ten years for modified performance-based RSUs) after the date of grant.

The total fair value of options that vested for 2007, 2008 and 2009 was $31 million, $32 million and $24 million, respectively. The total fair value of RSUs that vested for the years 2007, 2008 and 2009 was $1 million, $3 million and $10 million, respectively. At December 31, 2008 and 2009, approximately 163,000 and 592,000 RSU Units, respectively, were vested.

The fair value of option Units granted in each year using the Black-Scholes pricing model and related assumptions follow:

	Year Ended December 31,
	2007			2008			2009
Weighted-average fair value on date of grant	$	11.47		$	7.67		$	7.64
Assumptions used to calculate fair value:
Volatility		60	%		37	%		43	%
Risk-free interest rate		4.6	%		1.5	%		2.1	%
Expected term		5.0 years			5.0 years			5.0 years
Dividends		zero			zero			zero

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The fair value of Class A options granted in each year using the Black-Scholes pricing model and related assumptions follow:

	Year Ended December 31,
	2007			2008			2009
Weighted-average fair value on date of grant	$	1.49		$	1.73		$	0.28
Assumptions used to calculate fair value:
Volatility		79	%		84	%		81	%
Risk-free interest rate		4.1	%		2.8	%		2.3	%
Expected term		5.0 years			5.0 years			5.0 years
Dividends		zero			zero			zero

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Since the Company is not publicly traded, the Company utilizes equity valuations based on (a) stock market valuations of public companies in comparable businesses, (b) recent transactions involving comparable companies and (c) any other factors deemed relevant. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatilities are based on implied volatilities from market comparisons of certain publicly traded companies and other factors. The expected term of stock options granted is derived from historical experience and expectations and represents the period of time that stock options granted are expected to be outstanding. The requisite service period is generally five years from the date of grant.

For 2007, 2008 and 2009, the Company included non-cash stock compensation expense of $32 million, $35 million and $33 million, respectively, in sales, marketing and administration expenses. At December 31, 2009, there is approximately $21 million and $40 million, respectively, of unearned non-cash stock-based compensation related to time-based options and RSUs that the Company expects to record as expense over a weighted average of 1.9 and 3.8 years, respectively. In addition, at December 31, 2009, there is approximately $67 million and $45 million, respectively, of unearned non-cash stock-based compensation related to performance-based options and RSUs that the Company could record as expense each over four years depending on the level of achievement of financial performance goals. Included in the performance award amounts above are approximately 745,000 option Units ($4.4 million), 440,000 class A options ($0.4 million) and 175,000 RSUs ($3.3 million) that were earned during 2009, but that will vest monthly during 2010 through 2012. For time-based options and RSUs, compensation expense is recorded on a straight-line basis over the requisite service period of five years. For performance-based options and RSUs, recognition of compensation expense starts when the achievement of financial performance goals becomes probable, which is typically during the fourth fiscal quarter, and is recorded over the remaining service period.

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The following table summarizes option/RSU activity:

	Units
				Weighted-					Weighted-					Weighted-
				Average					Average		Class A			Average
	Options			Price		RSUs			Price		Options			Price
	(In millions)					(In millions)					(In millions)
Outstanding at December 31, 2006		37.4		$	15.57
Granted		1.7			20.72		1.1		$	21.14		2.7		$	2.26
Exercised / released		(1.4	)		6.25		—					—
Canceled		(2.5	)		18.08		—					—
Outstanding at December 31, 2007		35.2			16.03		1.1			21.14		2.7			2.26
Granted		0.4			22.17		2.8			23.75		7.1			2.56
Exercised / released		(1.4	)		9.11		—					—
Canceled		(2.4	)		18.16		(0.2	)		22.24		(0.4	)		2.58
Outstanding at December 31, 2008		31.8			16.24		3.7			23.07		9.4			2.47
Granted		0.4			19.00		1.5			19.10		3.7			0.42
Exercised / released		(1.7	)		10.56		—					—
Canceled		(2.5	)		18.14		(0.2	)		23.36		(0.6	)		2.50
Outstanding at December 31, 2009		28.0			16.46		5.0			21.87		12.5			1.86

Shares available for grant under the 2005 plan at December 31, 2009 were approximately 11.2 million shares of Class A common stock and 1.9 million shares of Class L common stock of SunGard Capital Corp. and 0.7 million shares of preferred stock of SunGard Capital Corp. II.

The total intrinsic value of options exercised during the years 2007, 2008 and 2009 was $20 million, $20 million and $16 million, respectively.

Cash proceeds received by SCC, including proceeds received by SCCII, from exercise of stock options was $2 million, $3 million and $5 million in 2007, 2008 and 2009, respectively. Cash proceeds received by SCCII from exercise of stock options was $0.5 million in 2007 and $1 million in each of 2008 and 2009.

The tax benefit from options exercised during 2007, 2008 and 2009 was $7 million, $7 million and $6 million, respectively. The tax benefit is realized by SCC since SCC files as a consolidated group which includes SCCII and SunGard.

The following table summarizes information as of December 31, 2009 concerning options for Units and Class A shares that have vested and that are expected to vest in the future:

	Vested and Expected to Vest						Exercisable
			Weighted-Average						Weighted-Average
	Number of		Remaining		Aggregate		Number of		Remaining		Aggregate
Exercise Price	Options Outstanding		Life (Years)		Intrinsic Value		Options		Life (Years)		Intrinsic Value
	(In millions)				(In millions)		(In millions)				(In millions)
Units
$4.50		3.61		3.9	$	56		3.61		3.9	$	56
18.00 — 24.51		16.76		5.8		31		12.15		5.7		23
Class A Shares
0.28 — 0.44		1.88		9.6		—		0.04		9.7		—
1.41		1.02		8.9		—		0.29		8.9		—
2.22 — 3.06		4.18		8.2		—		1.72		8.2		—

10.   Savings Plans:

The Company and its subsidiaries maintain savings and other defined contribution plans that cover substantially all employees. Certain of these plans generally provide that employee contributions are matched with cash contributions by the Company subject to certain limitations including a limitation on the Company’s

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contributions to 4% of the employee’s compensation. Total expense under these plans aggregated $53 million in 2007, $58 million in 2008 and $62 million in 2009.

11.   Income Taxes:

The provision (benefit) for income taxes for 2007, 2008 and 2009 consisted of the following (in millions):

	SCC									SCCII									SunGard
	2007			2008			2009			2007			2008			2009			2007			2008			2009
Current:
Federal	$	45		$	88		$	21		$	45		$	89		$	22		$	46		$	90		$	22
State		15			18			17			15			18			17			15			18			17
Foreign		56			38			58			56			38			58			56			38			58
		116			144			96			116			145			97			117			146			97
Deferred:
Federal		(98	)		(83	)		(141	)		(98	)		(83	)		(141	)		(99	)		(84	)		(141	)
State		(4	)		3			3			(4	)		3			3			(4	)		3			3
Foreign		(17	)		(27	)		(32	)		(17	)		(27	)		(32	)		(17	)		(27	)		(32	)
		(119	)		(107	)		(170	)		(119	)		(107	)		(170	)		(120	)		(108	)		(170	)
	$	(3	)	$	37		$	(74	)	$	(3	)	$	38		$	(73	)	$	(3	)	$	38		$	(73	)

Income (loss) before income taxes for 2007, 2008 and 2009 consisted of the following (in millions):

	SCC									SCCII									SunGard
	2007			2008			2009			2007			2008			2009			2007			2008			2009
U.S. operations	$	(195	)	$	(80	)	$	(1,251	)	$	(195	)	$	(79	)	$	(1,251	)	$	(195	)	$	(79	)	$	(1,251	)
Foreign operations		132			(125	)		60			132			(125	)		60			132			(125	)		60
	$	(63	)	$	(205	)	$	(1,191	)	$	(63	)	$	(204	)	$	(1,191	)	$	(63	)	$	(204	)	$	(1,191	)

Differences between income tax expense (benefit) at the U.S. federal statutory income tax rate and the Company’s effective income tax rate for 2007, 2008 and 2009 were as follows (in millions):

	SCC									SCCII									SunGard
	2007			2008			2009			2007			2008			2009			2007			2008			2009
Tax at federal statutory rate	$	(22	)	$	(71	)	$	(417	)	$	(22	)	$	(71	)	$	(417	)	$	(22	)	$	(71	)	$	(417	)
State income taxes, net of federal benefit		6			15			13			6			15			13			6			15			13
Foreign taxes, net of U.S. foreign tax credit		12			28			(9	)(1)		12			28			(9	)(1)		12			28			(9	)(1)
Tax rate changes		(4	)		—			(1	)		(4	)		—			(1	)		(4	)		—			(1	)
Goodwill impairment charge		—			45			343			—			45			343			—			45			343
Nondeductible expenses		—			3			4			—			4			4			—			4			4
Change in tax positions		—			17			(1	)		—			17			(1	)		—			17			(1	)
Research and development credit		—			—			(2	)		—			—			(2	)		—			—			(2	)
Other, net		5			—			(4	)		5			—			(3	)		5			—			(3	)
	$	(3	)	$	37		$	(74	)	$	(3	)	$	38		$	(73	)	$	(3	)	$	38		$	(73	)
Effective income tax rate		5	%		(18	)%		6	%		5	%		(19	)%		6	%		5	%		(19	)%		6	%

(1) Foreign taxes, net in 2009 includes a $12 million favorable adjustment primarily related to utilization in our 2008 U.S. federal income tax return of foreign tax credit carryforwards that were not expected to be utilized at the time of the 2008 tax provision.

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Deferred income taxes are recorded based upon differences between financial statement and tax bases of assets and liabilities. Deferred tax assets and liabilities at December 31, 2008 and 2009 are summarized as follows (in millions):

	SCC						SCCII						SunGard
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2008			2009			2008			2009			2008			2009
Current:
Trade receivables and retained interest	$	13		$	15		$	13		$	15		$	13		$	15
Accrued Expenses, net		18			17			18			17			18			17
Total current deferred income tax asset		31			32			31			32			31			32
Valuation allowance		(9	)		(10	)		(9	)		(10	)		(9	)		(10	)
Net current deferred income tax asset	$	22		$	22		$	22		$	22		$	22		$	22
Long-term:
Property and equipment	$	51		$	36		$	51		$	36		$	51		$	36
Intangible assets		(1,766	)		(1,482	)		(1,766	)		(1,482	)		(1,766	)		(1,482	)
Net operating loss carryforwards		103			118			103			118			103			118
Other, net		68			70			68			70			71			74
Total long-term deferred income tax liability		(1,544	)		(1,258	)		(1,544	)		(1,258	)		(1,541	)		(1,254	)
Valuation allowance		(51	)		(60	)		(51	)		(60	)		(51	)		(60	)
Net long-term deferred income tax liability	$	(1,595	)	$	(1,318	)	$	(1,595	)	$	(1,318	)	$	(1,592	)	$	(1,314	)

The net operating loss carryforwards, totaling $2.2 billion, include: U.S. federal of $150 million, U.S. state of $1.8 billion, North and South America of $8 million and Europe and Asia of $197 million. These tax loss carryforwards expire between 2010 and 2029 and utilization is limited in certain jurisdictions. The Company recorded the benefit of tax loss carryforwards of $2 million, $2 million and $23 million in 2007, 2008 and 2009, respectively. A valuation allowance for deferred income tax assets associated with certain net operating loss carryforwards has been established.

The long-term deferred tax liability associated with intangible assets includes a 2009 adjustment of $114 million to correct the income tax rate used to calculate the deferred tax liabilities associated with the intangible assets at the Transaction date. The adjustment was not material to prior periods.

A reconciliation of the beginning and ending amount of unrecognized tax benefits follows (in millions):

	2007			2008		2009
Balance at beginning of year	$	28		$	20	$	38
Reductions for settled audits		(7	)		—		—
Additions for tax positions of prior years		—			17		1
Reductions for tax positions of prior years		(2	)		—		(4	)
Additions for tax positions of current year		—			—		5
Settlements for tax positions of prior years		—			—		(3	)
Additions for incremental interest		1			1		1
Balance at end of year	$	20		$	38	$	38

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Included in the balance of unrecognized tax benefits at December 31, 2009 is approximately $3 million (net of federal and state benefit) of accrued interest and penalties. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

The Company is currently under audit by the Internal Revenue Service for the calendar years 2003 through 2008 and various state and foreign jurisdiction tax years remain open to examination as well. At any time some portion of the Company’s operations are under audit. Accordingly, certain matters may be resolved within the next 12 months which could result in a change in the liability.

As of December 31, 2009, the Company has not accrued deferred U.S. income taxes on $290 million of unremitted earnings from non-U.S. subsidiaries as such earnings are reinvested overseas and used for foreign debt service. If all of these earnings were to be repatriated at one time, the incremental U.S. tax is estimated to be $39 million.

12.   Segment Information:

The Company has four segments:  FS, HE and PS, which together form the Company’s Software & Processing Solutions business, and AS. FS primarily serves financial services companies through a broad range of complementary software solutions that process their investment and trading transactions. The principal purpose of most of these systems is to automate the many detailed processes associated with trading securities, managing investment portfolios and accounting for investment assets.

HE primarily provides software, strategic and systems integration consulting, and technology management services to colleges and universities.

PS primarily provides software and processing solutions designed to meet the specialized needs of local, state, federal and central governments, public safety and justice agencies, public schools, utilities, non-profits and other public sector institutions.

AS helps its customers maintain access to the information and computer systems they need to run their businesses by providing them with cost-effective resources to keep their IT systems reliable and secure. AS offers a complete range of availability services, including recovery services, managed services, consulting services and business continuity management software.

The Company evaluates the performance of its segments based on operating results before interest, income taxes, goodwill impairment, amortization of acquisition-related intangible assets, stock compensation and certain other costs. The operating results for each segment follow (in millions):

									Total Operating		Corporate and			Consolidated
2007	FS		HE		PS		AS		Segments		Other Items			Total
Revenue	$	2,500	$	543	$	410	$	1,448	$	4,901	$	—		$	4,901
Depreciation and amortization		59		8		9		175		251		—			251
Income from operations (SCC)		525		143		84		428		1,180		(550	)(1)		630
Income from operations (SCCII and SunGard)		525		143		84		428		1,180		(549	)(1)		631
Cash paid for property and equipment and software		87		21		10		189		307		—			307

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									Total Operating		Corporate and			Consolidated
2008	FS		HE		PS		AS		Segments		Other Items			Total
Revenue	$	3,078	$	540	$	411	$	1,567	$	5,596	$	—		$	5,596
Depreciation and amortization		70		10		9		189		278		—			278
Income from operations (SCC)		608		130		79		443		1,260		(791	)(1)		469
Income from operations (SCCII and SunGard)		608		130		79		443		1,260		(790	)(1)		470
Total assets		8,998		2,062		1,362		6,646		19,068		(3,290	)(2)		15,778
Cash paid for property and equipment and software		91		24		8		269		392		—			392

									Total Operating		Corporate and			Consolidated
2009	FS		HE		PS		AS		Segments		Other Items			Total
Revenue	$	3,068	$	526	$	397	$	1,517	$	5,508	$	—		$	5,508
Depreciation and amortization		77		13		9		192		291		—			291
Income from operations		618		138		77		380		1,213		(1,789	)(1)		(576	)
Total assets		8,605		2,086		1,353		5,695		17,739		(3,759	)(2)		13,980
Cash paid for property and equipment and software		82		8		15		222		327		—			327

(1)	Includes corporate administrative expenses, goodwill impairment, stock compensation expense, management fees paid to the Sponsors, merger costs and certain other items, and amortization of acquisition-related intangible assets of $438 million, $515 million and $540 million in the years ended December 31, 2007, 2008 and 2009, respectively.
(2)	Includes items that are eliminated in consolidation and deferred income taxes.

Amortization of acquisition-related intangible assets by segment follows (in millions):

											Total Operating				Consolidated
	FS			HE		PS			AS		Segments		Corporate		Total
2007		238	(1)		35		40			122		435		3		438
2008		286	(2)		34		62	(2)		129		511		4		515
2009		303	(3)		33		32			170		538		2		540

(1)	Includes approximately $10 million of impairment charges related to software, customer base and goodwill.
(2)	Includes the combined effect of approximately $67 million of impairment charges related to software and customer base affecting both FS and PS.
(3)	Includes approximately $35 million of impairment charges related to software and customer base.

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The FS segment is organized to align with customer-facing business areas. FS revenue by business area follows (in millions):

	2007		2008		2009
Trading Systems	$	459	$	806	$	787
Wealth Management		533		526		437
Capital Markets		321		333		290
Global Trading		—		76		280
Brokerage & Clearance		251		264		279
Institutional Asset Management		216		235		211
Corporations		185		198		183
Banks		162		170		168
All other		373		470		433
Total Financial Systems	$	2,500	$	3,078	$	3,068

The Company’s revenue by customer location follows (in millions):

	Year Ended December 31,
	2007		2008		2009
United States	$	3,426	$	3,952	$	3,835
International:
United Kingdom		635		639		590
Continental Europe		511		609		598
Canada		133		169		158
Asia/Pacific		83		104		188
Other		113		123		139
		1,475		1,644		1,673
	$	4,901	$	5,596	$	5,508

The Company’s property and equipment by geographic location follows (in millions):

	December 31,		December 31,
	2008		2009
United States	$	628	$	614
International:
United Kingdom		166		192
Continental Europe		58		64
Canada		35		44
Asia/Pacific		10		10
Other		1		1
		270		311
	$	898	$	925

13.   Related Party Transactions:

SunGard is required to pay management fees to affiliates of the Sponsors in connection with management consulting services provided to SunGard and the Parent Companies. These services include financial, managerial and operational advice and implementation strategies for improving the operating, marketing and financial performance of SunGard and its subsidiaries. The management fees are equal to 1% of quarterly

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Adjusted EBITDA, defined as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude unusual items and other adjustments as defined in the management agreement, and are payable quarterly in arrears. In addition, these affiliates of the Sponsors may be entitled to additional fees in connection with certain financing, acquisition, disposition and change in control transactions. For the years ended December 31, 2007, 2008 and 2009, SunGard recorded $17 million, $23 million and $15 million, respectively, relating to management fees in sales, marketing and administration expenses in the statement of operations, of which $10 million and $4 million, respectively, is included in other accrued expenses at December 31, 2008 and 2009, respectively.

Two of the Company’s Sponsors, Goldman Sachs & Co. and Kohlberg Kravis Roberts & Co., and/or their respective affiliates served as co-managers in connection with SunGard’s 2008 debt offering of $500 million Senior Notes due 2015 and $500 million Incremental Term Loan. In connection with serving in such capacity, Goldman Sachs & Co. and Kohlberg Kravis Roberts & Co. were paid $26 million and $4 million, respectively, for customary fees and expenses.

In connection with the Transaction, SCC received a $16 million promissory note from the Company’s Chief Executive Officer (CEO) in payment for 1.6 million shares of Class A common stock and 0.2 million shares of Class L common stock and SCCII received a $6 million promissory note (together with the SCC note, the “Notes”) from the CEO in payment for 61 thousand shares of preferred stock. In 2007, these notes were fully repaid and cancelled. The Notes bore interest at a floating rate equal to LIBOR plus 2.5% divided by 0.84725 per annum and were payable on the last day of each calendar quarter in arrears.

14.   Commitments, Contingencies and Guarantees:

The Company leases a substantial portion of its computer equipment and facilities under operating leases. The Company’s leases are generally non-cancelable or cancelable only upon payment of cancellation fees. All lease payments are based on the passage of time, but include, in some cases, payments for insurance, maintenance and property taxes. There are no bargain purchase options on operating leases at favorable terms, but most facility leases have one or more renewal options and have either fixed or Consumer Price Index escalation clauses. Certain facility leases include an annual escalation for increases in utilities and property taxes. In addition, certain facility leases are subject to restoration clauses, whereby the facility may need to be restored to its original condition upon termination of the lease. There were $30 million of restoration liabilities included in accrued expenses at December 31, 2009.

Future minimum rentals under operating leases with initial or remaining non-cancelable lease terms in excess of one year at December 31, 2009 follow (in millions):

2010	$	211
2011		181
2012		157
2013		135
2014		118
Thereafter		571
	$	1,373

Rent expense aggregated $208 million in 2007, $226 million in 2008 and $242 million in 2009.

At December 31, 2009, the Company had outstanding letters of credit and bid bonds of $39 million, issued primarily as security for performance under certain customer contracts. In connection with certain previously acquired businesses, up to $57 million could be paid as additional consideration depending on the future operating results of those businesses (see Note 2).

In the event that the management agreement described in Note 13 is terminated by the Sponsors (or their affiliates) or SunGard and its Parent Companies, the Sponsors (or their affiliates) will receive a lump sum payment equal to the present value of the annual management fees that would have been payable for the

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remainder of the term of the management agreement. The initial term of the management agreement is ten years, and it extends annually for one year unless the Sponsors (or their affiliates) or SunGard and its Parent Companies provide notice to the other. The initial ten year term expires August 11, 2015.

The Company is presently a party to certain lawsuits arising in the ordinary course of its business. In the opinion of management, none of its current legal proceedings will be material to the Company’s business or financial results. The Company’s customer contracts generally include typical indemnification of customers, primarily for intellectual property infringement claims. Liabilities in connection with such obligations have not been material.

15.   Quarterly Financial Data (unaudited):

	First			Second			Third			Fourth
	Quarter			Quarter			Quarter			Quarter
2008
Revenue	$	1,302		$	1,357		$	1,394		$	1,543
Gross profit(1)		659			704			666			823
Income (loss) before income taxes (SCC)		(40	)		2			(26	)		(141	)(2)
Income (loss) before income taxes (SCCII and SunGard)		(40	)		2			(26	)		(140	)(2)
Net income (loss)		(22	)		2			(35	)		(187	)(2)
Net loss attributable to SCC		(61	)		(37	)		(72	)		(229	)(2)
2009
Revenue	$	1,335		$	1,369		$	1,337		$	1,467
Gross profit(1)		644			664			695			796
Income (loss) before income taxes		(43	)		(7	)		(43	)		(1,098	)(4)
Net income (loss) (SCC)		(34	)		(7	)		(40	)(3)		(1,036	)(4)
Net income (loss) (SCCII and SunGard)		(34	)		(7	)		(40	)(3)		(1,037	)(4)
Net loss attributable to SCC		(76	)		(51	)		(86	)(3)		(1,084	)(4)

(1)	Gross profit equals revenue less cost of sales and direct operating expenses.
(2)	Includes pre-tax goodwill impairment charge of $128 million and an $8 million charge to correct previously reported loss on sale of receivables in connection with the Company’s accounts receivable securitization program, which was terminated in December 2008.
(3)	Includes a $12 million favorable adjustment primarily related to utilization in our 2008 U.S. federal income tax return of foreign tax credit carryforwards that were not expected to be utilized at the time of the 2008 tax provision.
(4)	Includes pre-tax goodwill impairment charge of $1.13 billion.

16.   Supplemental Guarantor Condensed Consolidating Financial Statements:

On August 11, 2005, in connection with the Transaction, SunGard issued $3.0 billion aggregate principal amount of senior notes and senior subordinated notes, $2.6 billion of which was outstanding at December 31, 2009, as described in Note 5. On September 29, 2008, SunGard issued $500 million aggregate principal amount of senior notes due 2015, all of which was outstanding at December 31, 2009. The senior notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis and the senior subordinated notes are jointly and severally, fully and unconditionally guaranteed on an unsecured senior subordinated basis, in each case, subject to certain exceptions, by substantially all wholly owned, domestic subsidiaries of SunGard (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by SunGard. None of the other subsidiaries of SunGard, either direct or indirect, nor any of the Holding Companies, guarantee the senior notes and senior subordinated notes (“Non-Guarantors”). The Guarantors also unconditionally guarantee the senior secured credit facilities, described in Note 5.

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The following tables present the financial position, results of operations and cash flows of SunGard (referred to as “Parent Company” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and Eliminations as of December 31, 2008 and 2009, and for the years ended December 31, 2007, 2008 and 2009 to arrive at the information for SunGard on a consolidated basis. SCC and SCCII are neither parties nor guarantors to the debt issued as described in Note 5.

Supplemental Condensed Consolidating Balance Sheet

	December 31, 2008
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In millions)
Assets
Current:
Cash and cash equivalents	$	511		$	16		$	448		$	—		$	975
Intercompany balances		(5,192	)		5,268			(76	)		—			—
Trade receivables, net		(1	)		406			377			—			782
Prepaid expenses, taxes and other current assets		1,680			75			660			(1,677	)		738
Total current assets		(3,002	)		5,765			1,409			(1,677	)		2,495
Property and equipment, net		1			619			278			—			898
Intangible assets, net		178			4,106			773			—			5,057
Intercompany balances		967			(720	)		(247	)		—			—
Goodwill		—			6,146			1,182			—			7,328
Investment in subsidiaries		13,686			2,298			—			(15,984	)		—
Total Assets	$	11,830		$	18,214		$	3,395		$	(17,661	)	$	15,778
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	295		$	9		$	18		$	—		$	322
Accounts payable and other current liabilities		319			2,611			995			(1,677	)		2,248
Total current liabilities		614			2,620			1,013			(1,677	)		2,570
Long-term debt		8,227			9			317			—			8,553
Intercompany debt		(8	)		416			(162	)		(246	)		—
Deferred income taxes		(66	)		1,483			175			—			1,592
Total liabilities		8,767			4,528			1,343			(1,923	)		12,715
Total stockholder’s equity		3,063			13,686			2,052			(15,738	)		3,063
Total Liabilities and Stockholder’s Equity	$	11,830		$	18,214		$	3,395		$	(17,661	)	$	15,778

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	Supplemental Condensed Consolidating Balance Sheet
	December 31, 2009
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In millions)
Assets
Current:
Cash and cash equivalents	$	126		$	(9	)	$	547		$	—		$	664
Intercompany balances		(6,563	)		5,787			776			—			—
Trade receivables, net		—			734			402			—			1,136
Prepaid expenses, taxes and other current assets		2,017			77			417			(1,968	)		543
Total current assets		(4,420	)		6,589			2,142			(1,968	)		2,343
Property and equipment, net		1			603			321			—			925
Intangible assets, net		164			3,756			614			—			4,534
Intercompany balances		961			(691	)		(270	)		—			—
Goodwill		—			4,895			1,283			—			6,178
Investment in subsidiaries		13,394			2,490			—			(15,884	)		—
Total Assets	$	10,100		$	17,642		$	4,090		$	(17,852	)	$	13,980
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	45		$	7		$	12		$	—		$	64
Accounts payable and other current liabilities		272			2,901			1,079			(1,968	)		2,284
Total current liabilities		317			2,908			1,091			(1,968	)		2,348
Long-term debt		7,687			3			561			—			8,251
Intercompany debt		82			103			(31	)		(154	)		—
Deferred income taxes		(53	)		1,234			133			—			1,314
Total liabilities		8,033			4,248			1,754			(2,122	)		11,913
Total stockholder’s equity		2,067			13,394			2,336			(15,730	)		2,067
Total Liabilities and Stockholder’s Equity	$	10,100		$	17,642		$	4,090		$	(17,852	)	$	13,980

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Supplemental Condensed Consolidating Schedule of Operations

	Year Ended December 31, 2007
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In millions)
Total revenue	$	—		$	3,436		$	1,610		$	(145	)	$	4,901
Costs and expenses:
Cost of sales and direct operating		—			1,546			867			(145	)		2,268
Sales, marketing and administration		124			546			372			—			1,042
Product development		—			173			98			—			271
Depreciation and amortization		—			184			67			—			251
Amortization of acquisition-related intangible assets		4			363			71			—			438
		128			2,812			1,475			(145	)		4,270
Income (loss) from operations		(128	)		624			135			—			631
Net interest income (expense)		(606	)		(70	)		50			—			(626	)
Other income (expense)		403			59			(43	)		(487	)		(68	)
Income (loss) before income taxes		(331	)		613			142			(487	)		(63	)
Benefit from (provision for) income taxes		271			(181	)		(87	)		—			3
Net income (loss)	$	(60	)	$	432		$	55		$	(487	)	$	(60	)

Supplemental Condensed Consolidating Schedule of Operations

	Year Ended December 31, 2008
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In millions)
Total revenue	$	—		$	3,540		$	2,149		$	(93	)	$	5,596
Costs and expenses:
Cost of sales and direct operating		—			1,558			1,279			(93	)		2,744
Sales, marketing and administration		111			583			457			—			1,151
Product development		—			183			125			—			308
Depreciation and amortization		—			205			73			—			278
Amortization of acquisition-related intangible assets		4			373			138			—			515
Goodwill impairment charge and merger costs		1			1			128			—			130
		116			2,903			2,200			(93	)		5,126
Income (loss) from operations		(116	)		637			(51	)		—			470
Net interest income (expense)		(533	)		(18	)		(30	)		—			(581	)
Other income (expense)		173			(209	)		(72	)		15			(93	)
Income (loss) before income taxes		(476	)		410			(153	)		15			(204	)
Benefit from (provision for) income taxes		234			(212	)		(60	)		—			(38	)
Net income (loss)	$	(242	)	$	198		$	(213	)	$	15		$	(242	)

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Supplemental Condensed Consolidating Schedule of Operations (Successor)

	Year Ended December 31, 2009
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In millions)
Total revenue	$	—		$	3,429		$	2,182		$	(103	)	$	5,508
Costs and expenses:
Cost of sales and direct operating		—			1,462			1,350			(103	)		2,709
Sales, marketing and administration		98			593			421			—			1,112
Product development		—			166			136			—			302
Depreciation and amortization		—			214			77			—			291
Amortization of acquisition-related intangible assets		2			404			134			—			540
Goodwill impairment charge and merger costs		1			1,126			3			—			1,130
		101			3,965			2,121			(103	)		6,084
Income (loss) from operations		(101	)		(536	)		61			—			(576	)
Net interest income (expense)		(547	)		(48	)		(35	)		—			(630	)
Other income (expense)		(707	)		(21	)		11			732			15
Income (loss) before income taxes		(1,355	)		(605	)		37			732			(1,191	)
Benefit from (provision for) income taxes		237			(101	)		(63	)		—			73
Net income (loss)	$	(1,118	)	$	(706	)	$	(26	)	$	732		$	(1,118	)

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Supplemental Condensed Consolidating Schedule of Cash Flows

	Year Ended December 31, 2007
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In millions)
Cash flow from operations
Net income (loss)	$	(60	)	$	432		$	55		$	(487	)	$	(60	)
Non cash adjustments		(368	)		403			139			487			661
Changes in operating assets and liabilities		(793	)		854			39			—			100
Cash flow provided by (used in) operations		(1,221	)		1,689			233			—			701
Investment activities
Intercompany transactions		1,219			(1,222	)		3			—			—
Cash paid for acquired businesses, net of cash acquired		—			(237	)		(28	)		—			(265	)
Cash paid for property and equipment and software		—			(211	)		(96	)		—			(307	)
Other investing activities		2			6			—			—			8
Cash provided by (used in) investment activities		1,221			(1,664	)		(121	)		—			(564	)
Financing activities
Net repayments of long-term debt		(17	)		(4	)		(11	)		—			(32	)
Cash used in financing activities		(17	)		(4	)		(11	)		—			(32	)
Effect of exchange rate changes on cash		—			—			6			—			6
Increase (decrease) in cash and cash equivalents		(17	)		21			107			—			111
Beginning cash and cash equivalents		56			(19	)		279			—			316
Ending cash and cash equivalents	$	39		$	2		$	386		$	—		$	427

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Supplemental Condensed Consolidating Schedule of Cash Flows

	Year Ended December 31, 2008
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In millions)
Cash flow from operations
Net income (loss)	$	(242	)	$	198		$	(213	)	$	15		$	(242	)
Non cash adjustments		(128	)		720			358			(15	)		935
Changes in operating assets and liabilities		(672	)		462			(98	)		—			(308	)
Cash flow provided by (used in) operations		(1,042	)		1,380			47			—			385
Investment activities
Intercompany transactions		141			(439	)		298			—			—
Cash paid for acquired businesses, net of cash acquired		—			(657	)		(64	)		—			(721	)
Cash paid for property and equipment and software		1			(261	)		(132	)		—			(392	)
Other investing activities		4			(12	)		12			—			4
Cash provided by (used in) investment activities		146			(1,369	)		114			—			(1,109	)
Financing activities
Net borrowings (repayments) of long-term debt		1,390			3			(68	)		—			1,325
Other financing activities		(22	)		—			—			—			(22	)
Cash provided by (used in) financing activities		1,368			3			(68	)		—			1,303
Effect of exchange rate changes on cash		—			—			(31	)		—			(31	)
Increase in cash and cash equivalents		472			14			62			—			548
Beginning cash and cash equivalents		39			2			386			—			427
Ending cash and cash equivalents	$	511		$	16		$	448		$	—		$	975

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Supplemental Condensed Consolidating Schedule of Cash Flows

	Year Ended December 31, 2009
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(In millions)
Cash flow from operations
Net income (loss)	$	(1,118	)	$	(706	)	$	(26	)	$	732		$	(1,118	)
Non cash adjustments		776			1,646			158			(732	)		1,848
Changes in operating assets and liabilities		(334	)		(115	)		358			—			(91	)
Cash flow provided by (used in) operations		(676	)		825			490			—			639
Investment activities
Intercompany transactions		1,138			(598	)		(540	)		—			—
Cash paid for acquired businesses, net of cash acquired		—			(13	)		—			—			(13	)
Cash paid for property and equipment and software		—			(231	)		(96	)		—			(327	)
Other investing activities		—			—			7			—			7
Cash provided by (used in) investment activities		1,138			(842	)		(629	)		—			(333	)
Financing activities
Net repayments of long-term debt		(844	)		(8	)		227			—			(625	)
Other financing activities		(3	)		—			—			—			(3	)
Cash provided by (used in) financing activities		(847	)		(8	)		227			—			(628	)
Effect of exchange rate changes on cash		—			—			11			—			11
Increase (decrease) in cash and cash equivalents		(385	)		(25	)		99			—			(311	)
Beginning cash and cash equivalents		511			16			448			—			975
Ending cash and cash equivalents	$	126		$	(9	)	$	547		$	—		$	664

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Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T).   Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures:  Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Report. Based on that evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this Report were effective.

(b) Management’s Annual Report on Internal Control Over Financial Reporting:  This information is incorporated by reference to above ITEM 8-FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

(c) Change in Internal Control over Financial Reporting:  No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.   Other Information

The Company entered into an extended lease, effective January 1, 2010 and dated November 20, 2009, relating to SunGard’s Availability Services facility in Philadelphia, Pennsylvania. This lease is filed as Exhibit 10.9 to this Report.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

Our executive officers and directors are listed below.

Name	Age		Principal Position with SunGard Data Systems Inc.
Executive Officers
James E. Ashton III		51	Division Chief Executive Officer, Financial Systems
Kathleen Asser Weslock		54	Senior Vice President— Human Resources and Chief Human Resources Officer
Cristóbal Conde		49	President, Chief Executive Officer and Director
Harold C. Finders		54	Division Chief Executive Officer, Financial Systems
Till M. Guldimann		61	Vice Chairman
Ron M. Lang		58	Group Chief Executive Officer, Higher Education
Thomas J. McDugall		52	Chief Financial Officer, Financial Systems
Karen M. Mullane		45	Vice President and Controller
Brian Robins		51	Senior Vice President and Chief Marketing Officer
Gilbert O. Santos		50	Group Chief Executive Officer, Public Sector
Victoria E. Silbey		46	Senior Vice President— Legal and General Counsel
Richard C. Tarbox		57	Senior Vice President— Corporate Development
Robert F. Woods		55	Senior Vice President— Finance and Chief Financial Officer
Directors
Chinh E. Chu		43	Director
John Connaughton		44	Director
James H. Greene, Jr.		59	Director
Glenn H. Hutchins		54	Chairman of the Board of Directors
James L. Mann		75	Director
John Marren		47	Director
Sanjeev Mehra		51	Director
Julie Richardson		46	Director

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Mr. Ashton has been Division Chief Executive Officer, Financial Systems, since 2007. Mr. Ashton was Group Chief Executive Officer, SunGard Trading, Treasury & Risk Management from 2005 to 2007. Mr. Ashton served as Group Chief Executive Officer, SunGard Trading and Risk Systems from 1999 to 2005 and Group Chief Executive Officer, SunGard Treasury Systems from 2003 to 2005.  From 1997 to 1999, he served as Senior Vice President and General Manager of a wealth management systems business that we acquired in 1997.

Ms. Asser Weslock has been Senior Vice President—Human Resources and Chief Human Resources Officer since 2006. From 2005 to 2006, Ms. Asser Weslock was head of Human Resources at Deloitte Financial Services LLP, and from 2001 to 2005 she was Director of Global Human Resources for Shearman & Sterling LLP, an international law firm. Ms. Asser Weslock has over twenty years of human resources experience as both a consultant and a practitioner.

Mr. Conde has been Chief Executive Officer since 2002, President since 2000 and a director since 1999. Mr. Conde served as Chief Operating Officer from 1999 to 2002 and Executive Vice President from 1998 to 1999. Before then, Mr. Conde was Chief Executive Officer of SunGard Trading Systems Group from 1991 to 1998. Mr. Conde was cofounder of a trading and risk systems business that we acquired in 1987. Mr. Conde is presently serving as Interim Group Chief Executive Officer, SunGard Availability Services.

Mr. Finders has been Division Chief Executive Officer, Financial Systems, since 2007. Mr. Finders was Group Chief Executive Officer, SunGard Europe from 2005 to 2007. From 2001 to 2005, Mr. Finders headed the SunGard Investment Management Systems businesses based in Europe. From 1996 to 2001, he held various senior management positions with us overseeing a number of our European financial systems businesses. Mr. Finders headed a Geneva-based wealth management systems business that we acquired in 1996.

Mr. Guldimann has been Vice Chairman since 2002. He was our Senior Vice President, Strategy and a member of our board of directors from 1999 to 2002. Mr. Guldimann was Vice Chairman from 1997 to 1999 and Senior Vice President from 1995 to 1997 of a trading and risk systems business that we acquired in 1998.

Mr. Lang has been Group Chief Executive Officer, SunGard Higher Education since 2009 and Group Chief Executive Officer, Enterprise Solutions Group from 2005 until January 2009. He was Chief Product Officer—Financial Systems from January to December 2005. From 2000 to 2005, Mr. Lang was Group Chief Executive Officer, SunGard Trading Systems and was responsible for our SunGard Brokerage Systems and SunGard Financial Networks groups from 2003 to January 2005. Mr. Lang was Vice President of Marketing from 1997 to 1998 and President from 1998 to 2000 of a trading and risk systems business that we acquired in 1998.

Mr. McDugall has been Senior Vice President, Financial Systems Chief Financial Officer since 2006. From 2005 to 2006 he served as Group Chief Financial Officer for several groups within Financial Systems. From 1994 to 2005, Mr. McDugall held various positions with us. Mr. McDugall is a director and/or officer of most of our domestic subsidiaries.

Ms. Mullane has been Vice President and Controller since 2006, Vice President and Director of SEC Reporting from 2005 to 2006, Director of SEC Reporting from 2004 to 2005 and Manager of SEC Reporting from 1999 to 2004. From 1997 to 1999, she was Vice President of Finance at NextLink Communications of Pennsylvania and, from 1994 to 1997, she was Director of Finance at EMI Communications. Ms. Mullane is a director and/or officer of most of our domestic subsidiaries.

Mr. Robins has been Senior Vice President—Chief Marketing Officer since 2005. From 2003 to 2005, he was Senior Vice President—Corporate Marketing and was Vice President—Corporate Marketing from 2000 to 2003. From 1995 to 2000, Mr. Robins held various marketing positions, including Vice President—Marketing, with a trading and risk systems business that we acquired in 1998.

Mr. Santos has been Group Chief Executive Officer, SunGard Public Sector since 2007. Mr. Santos held various senior executive positions, including most recently President and Chief Executive Officer, with a business that we acquired in 2003 and that he joined in 1998. From 1983 to 1998, Mr. Santos held various executive positions at Motorola, Inc., including Director of the Public Sector Solutions Division and Land Mobile Sector Strategy Office.

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Ms. Silbey has been Senior Vice President—Legal and General Counsel since 2006 and Vice President — Legal and General Counsel from 2005 to 2006. From 1997 to 2005, Ms. Silbey held various legal positions with us, including Vice President—Legal and Assistant General Counsel from 2004 to 2005. From 1991 to 1997, she was a lawyer with Morgan, Lewis & Bockius LLP, Philadelphia. Ms. Silbey is a director and officer of most of our domestic and foreign subsidiaries.

Mr. Tarbox has been Senior Vice President—Corporate Development since 2001 and was Vice President—Corporate Development from 1987 to 2001.

Mr. Woods has been Senior Vice President—Finance and our Chief Financial Officer since January 2010. From 2004 to 2009, Mr. Woods was chief financial officer of IKON Office Solutions, a document management systems and services company. Previously, he served as vice president and controller and vice president and treasurer at IBM Corporation and vice president, finance for IBM Asia-Pacific. Mr. Woods is currently a director of Insight Enterprises, Inc.

Mr. Chu has been a Director since 2005. Mr. Chu is a Senior Managing Director in the Corporate Private Equity group of The Blackstone Group, a private equity firm which he joined in 1990. Mr. Chu serves on the Boards of Directors of Alliant Insurance Services, Inc., Bank United, Bayview, Catalent Pharma Solutions, Inc., DJO Incorporated, Graham Packaging Company Inc. and HealthMarkets, Inc. and previously served on the Board of Directors of Celanese Corporation.

Mr. Connaughton has been a Director since 2005. Mr. Connaughton has been a Managing Director of Bain Capital Partners, LLC, a global private investment firm, since 1997 and a member of the firm since 1989. Mr. Connaughton serves on the Boards of Directors of Clear Channel, CRC Health Group, Quintiles Transnational Corp., The Boston Celtics, Warner Chilcott, Warner Music Group Corp. and Hospital Corporation of America and previously served on the Board of Directors of AMC Theatres and Stericycle Inc.

Mr. Greene has been a Director since 2005. Mr. Greene joined Kohlberg Kravis Roberts & Co. LP, a global alternative asset management firm (“KKR”), in 1986 and was a General Partner of KKR from 1993 until 1996, when he became a member of KKR & Co. L.L.C. until October 2009. Mr. Greene is currently a member of KKR Management, LLC, which is the general partner of KKR & Co. L.P. Mr. Greene serves on the Board of Directors of Aricent Inc., Avago Technologies Limited, TASC, Inc., Western New York Energy, LLC and Zhone Technologies, Inc. and previously served on the Board of Directors of Accuride Corporation, Alliance Imaging, Inc., Owens—Illinois, Inc., Shoppers Drug Mart Corporation and Sun Microsystems, Inc.

Mr. Hutchins has been Chairman of the Board of Directors since 2005. Mr. Hutchins is a co-founder and Co-Chief Executive of Silver Lake, a technology investment firm that was established in 1999. Mr. Hutchins serves on the Board of Directors of The Nasdaq OMX Group, Inc. and previously served on the Board of Directors of Gartner, Inc., Seagate Technology and TD Ameritrade Holding Corp.

Mr. Mann has been a Director since September 2006 and has been employed by SunGard since 1983. Mr. Mann served as Chairman of the Board from 1987 to 2005 and as a Director from 1983 to 1986. Mr. Mann served as Chief Executive Officer from 1986 to 2002, President from 1986 to 2000, and Chief Operating Officer from 1983 to 1985. Mr. Mann serves on the Board of Directors of athenahealth, Inc.

Mr. Marren has been a Director since 2005. Mr. Marren joined TPG Capital LP, a private equity firm, in 2000 as a partner and leads the firm’s technology team. From 1996 to 2000, he was a Managing Director at Morgan Stanley. From 1992 to 1996, he was a Managing Director and Senior Semiconductor Research Analyst at Alex Brown & Sons. Mr. Marren is currently the Chairman of the Board of MEMC Electronic Materials, Inc. and serves on the Board of Directors of Aptina, Avaya Inc., Freescale Semiconductor Inc., Intergraph Corp. and Isola Group SARL and previously served on the Board of Directors of ON Semiconductor Corporation and Conexant Systems Inc.

Mr. Mehra has been a Director since 2005. Mr. Mehra has been a partner of Goldman, Sachs & Co. since 1998 and a Managing Director of Goldman, Sachs & Co.’s Principal Investment Area of its Merchant Banking Division since 1996. He serves on the Boards of Directors of ARAMARK Corporation, Burger King

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Corporation, First Aviation Services, Inc., Hawker Beechcraft, Inc., KAR Auction Services, Inc. and Sigma Electric and previously served on the Board of Directors of Nalco Holding Company and Hexcel Corporation.

Ms. Richardson has been a Director since 2005. Ms. Richardson has been a Managing Director of Providence Equity Partners since 2003 and oversees the New York-based team. Between 1998 and 2003, Ms. Richardson held various roles at JPMorgan, including Vice Chairman of the firm’s investment banking division and Global Co-Head of the firm’s Telecom, Media and Technology group. Prior to joining JPMorgan in 1998, Ms. Richardson was a Managing Director at Merrill Lynch, where she spent over 11 years. Ms. Richardson serves on the Boards of Directors of Altegrity, Open Solutions Inc. and Stream Global Services.

The Amended and Restated Certificate of Incorporation of SCC is structured to permit the holders of specific classes of Class A common stock representing funds affiliated with each Sponsor group to elect separate directors (the “Sponsor Directors”) and also allows for the holders of all outstanding common stock to elect the chief executive officer as an additional director (the “CEO director”). The Principal Investor Agreement dated August 10, 2005 by and among the four parent companies and the Sponsors further contains agreements among the parties with respect to the election of our directors. Each Sponsor is entitled to elect one representative to the Board of Directors of SCC, which will then cause the Board of Directors or Managers, as applicable, of the other three parent companies and of SunGard to consist of the same members. In August 2005, in accordance with both the Amended and Restated Certificate of Incorporation of SCC and the Principal Investor Agreement, each of Ms. Richardson and Messrs. Chu, Connaughton, Greene, Hutchins, Marren and Mehra were elected to the Boards as Sponsor Directors and Mr. Conde was elected to the Boards as the CEO Director.

In accordance with the charter of the Nominating and Corporate Governance Committee, to the extent consistent with applicable agreements, the Nominating and Corporate Governance Committee will identify, recommend and recruit qualified candidates to fill new positions on the Boards and will conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates. In September 2006, James L. Mann was selected to serve as a director due to his extensive business and management expertise from having served as SunGard’s chief executive officer from 1986 to 2002, his acute business judgment, and his extensive knowledge of the industries in which the Company operates.

As a group, the Sponsor Directors possess experience in owning and managing enterprises like the Company and are familiar with corporate finance, strategic business planning activities and issues involving stakeholders more generally. All of the Company’s directors possess high ethical standards, act with integrity, and exercise careful, mature judgment. Each is committed to employing their skills and abilities to aid the long-term interests of the stakeholders of the Company.

The Board has determined that Mr. Connaughton qualifies as an “audit committee financial expert” within the meaning of regulations adopted by the Securities and Exchange Commission. Mr. Connaughton is not an independent director because of his affiliation with Bain Capital Partners, LLC, the affiliated funds of which hold a 13.70% equity interest in SCC and SCCII (collectively referred to as the “Parent Companies”).

We adopted a Global Business Conduct and Compliance Program that is applicable to our directors and employees, including the chief executive officer, chief financial officer and controller. The Global Business Conduct and Compliance Program is available on our website at www.sungard.com/corporateresponsibility. A free copy of our Global Business Conduct and Compliance Program may be requested from:

SunGard Data Systems Inc.
Chief Compliance Officer
680 East Swedesford Road
Wayne, PA 19087

If we make any substantive amendments to the Global Business Conduct and Compliance Program which apply to our chief executive officer, chief financial officer or controller or grant any waiver, including any implicit waiver, from a provision of the Global Business Conduct and Compliance Program to our directors or

95

executive officers, we will disclose the nature of the amendment or waiver on our website at www.sungard.com/corporateresponsibility or in a report on Form 8-K.

Item 11. Executive Compensation

Compensation Discussion and Analysis

This section discusses the principles underlying our executive compensation policies and decisions. It provides qualitative information regarding the manner in which compensation is earned by our executive officers and places in context the data presented in the tables that follow. In addition, in this section, we address the compensation paid or awarded during fiscal year 2009 to our chief executive officer (principal executive officer), chief financial officer (principal financial officer) and three other executive officers who were the most highly compensated executive officers in fiscal year 2009. We refer to these five executive officers as our “named executives.”

Our executive compensation program is overseen and administered by the Compensation Committee. The Compensation Committee operates under a written charter adopted by our Board and has responsibility for discharging the responsibilities of the Board of Directors relating to the compensation of the Company’s executive officers and related duties. Management, including our chief executive officer, or CEO, evaluates a number of factors in developing cash and equity compensation recommendations to the Compensation Committee for its consideration and approval. Following this in-depth review and in consultation with management, our CEO makes compensation recommendations for our corporate executive officers and our named executives, including the CEO, to the Compensation Committee based on his evaluation of each officer’s performance, expectations for the coming year and market compensation data. Our CEO also provides an overview of compensation for other executive officers. The Compensation Committee reviews these proposals and makes all final compensation decisions for corporate executive officers and named executives by exercising its discretion in accepting, modifying or rejecting any management recommendations, including any recommendations from our CEO.

Objectives of Our Compensation Program

Our executive compensation program is intended to meet three principal objectives:

•  to provide competitive compensation packages to attract and retain superior executive talent;

•  to reward successful performance by the executive and the Company by linking a significant portion of compensation to future financial and business results; and

•  to further align the interests of executive officers with those of our ultimate stockholders by providing long-term equity compensation and meaningful equity ownership.

To meet these objectives, our compensation program balances short-term and long-term performance goals and mixes fixed and at-risk compensation that is directly related to stockholder value and overall performance.

Our compensation program for senior executives, including the named executives, is designed to reward Company performance. The compensation program is intended to reinforce the importance of performance and accountability at various operational levels, and therefore a significant portion of total compensation is in both cash and stock-based compensation incentives that reward performance as measured against established goals, i.e., “pay for performance.” Each element of our compensation program is reviewed individually and considered collectively with the other elements of our compensation program to ensure that it is consistent with the goals and objectives of both that particular element of compensation and our overall compensation program. For each named executive, we look at each individual’s contributions to our overall results, our operating and financial performance compared with the targeted goals, and our size and complexity compared with companies in our compensation peer group.

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Elements of Our Executive Compensation Program

In 2009, the principal elements of compensation for named executives were:

•  annual cash compensation consisting of base salary and performance-based incentive bonuses;

•  long-term equity incentive compensation;

•  benefits and perquisites; and

•  severance compensation and change of control protection.

Annual Cash Compensation

Management, including our CEO, develops recommendations for annual executive cash compensation plans by using compensation survey data for a broad set of organizations of comparable business, size and complexity, and then compares the survey results to publicly available compensation data for a group of companies we consider to be our peer group. We believe that the compensation practices of these companies provide us with appropriate benchmarks because they also provide technology products and services to a variety of customers and compete with us for executives and other employees.

The survey data used for 2009 compensation purposes comes from two sources: Radford Executive Benchmark Survey, which focuses on technology companies; and Towers Perrin Compensation Data Bank, which focuses on a broader array of organizations including professional services, high-tech and manufacturing companies. For purposes of establishing compensation recommendations, we use a blend of the Radford and Towers Perrin survey data to reflect our size and industry.

From the Radford survey data for our corporate-level named executives, we assessed compensation from 211 public and private companies using a weighted average of 25% for companies with annual revenues between $1 billion and $3 billion and a 75% weighted average for companies with annual revenues over $3 billion. From the Radford survey data for our division-level named executives, we assessed compensation from 193 public and private companies with annual revenues from $0.5 billion to $3 billion. From the Towers Perrin survey data we assessed compensation of 103 companies with annual revenues statistically regressed to $5.5 billion for our corporate-level named executives and 142 companies with annual revenues statistically regressed to the applicable SunGard division’s revenue for our division-level named executives.

The companies we consider within our peer group are financial services and software companies of similar industry and revenue as the Company, and some of which various businesses within the Company compete against for business and for talent. Peer group compensation data is limited to publicly available information and therefore generally does not provide precise comparisons by position as offered by the more comprehensive survey data from Radford and Towers Perrin. As a result, the peer group data provides limited guidance and does not dictate the setting of executive officers’ compensation. The following companies comprised our peer group in 2009:

Automatic Data Processing, Inc.
BMC Software, Inc.
Broadridge Financial Solutions, Inc.
Computer Sciences Corporation
Convergys Corporation
DST Systems, Inc.
Fidelity National Information
  Services, Inc.
Fiserv, Inc.
Iron Mountain Incorporated
MasterCard Incorporated
Paychex, Inc.
SEI Investments Company
The Western Union Company

Our annual cash compensation packages for executive officers include base salary and a performance-based executive incentive compensation (“EIC”) bonus. We generally target the 60th percentile of the survey data as our benchmark for base salary and the 85th percentile as our benchmark for total on-target cash compensation. Because we pay for performance, we weight the cash compensation more heavily toward the performance incentives and less toward the base salary.

In early 2009, because the economic outlook remained uncertain and in order to best position our Company to emerge from the economic crisis stronger, we determined that there would be no 2009 increases of salary or target EIC bonus for employees, including the named executives.

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Base Salary.  For base salary, we generally target the 60th percentile of the blended survey data to provide a fixed compensation based on competitive market practice that is not subject to performance risk while also considering other factors, such as individual and Company performance. We review the base salaries for each named executive annually as well as at the time of any promotion or significant change in job responsibilities. Base salaries are determined for each named executive based on his or her position and responsibility by using survey data. Salary for each named executive for calendar year 2009 is reported in Table 1 — Summary Compensation Table below.

Performance-Based Incentive Compensation.  The annual EIC bonus for executive officers is designed to reward our executives for the achievement of annual financial goals related to the business for which they have responsibility. A minimum incentive may be earned at threshold EIC goals, which are set generally at levels that reflect an improvement over prior year results, and no payment is awarded if the threshold goal is not achieved. On-target EIC goals are set generally at levels that reflect budgeted performance. Consistent with our focus on pay for performance, additional amounts can be earned when actual performance exceeds on-target performance. Additional mid-point goals between threshold and target with corresponding incentive amounts are also established. The Company may revise or cancel an executive’s EIC at any time as a result of a significant change in circumstances or the occurrence of an unusual event that was not anticipated when the performance plan was approved. Internal EBITA targets are adjusted to take into account acquisitions and/or dispositions which were not included in the budgeted EIC targets and other one-time adjustments as approved by the Compensation Committee.

The financial measures used for the 2009 EIC bonuses for the named executives were one or both of the following: (i) Internal EBITA, which represents actual earnings before interest, taxes and amortization, noncash stock compensation expense, management fees paid to the Sponsors and certain other unusual items and (ii) budgeted revenue growth of the Company’s business segments. These metrics were selected as the most appropriate measures upon which to base the 2009 EIC bonuses for the named executives because they are important metrics that management and the Sponsors use to evaluate the performance of the Company. While we have established threshold, mid-point, and on-target Internal EBITA goals, as set forth in the table below, EIC bonuses may be increased if the applicable Internal EBITA goal is exceeded. As a result, the named executives may be entitled to receive an increase in bonus equal to a small percentage of the amount by which the applicable Internal EBITA goal is exceeded. We refer to any such increase in the bonus as an “override.” Because the 2009 on-target goal was lower than the 2008 on-target goal as a result of the impact of the economic crisis on the Company, it was determined that for the corporate-level named executives, Messrs. Conde, Ruane and Tarbox, (i) if the actual 2009 Internal EBITA is above the 2009 Internal EBITA goal but below the actual 2008 Internal EBITA, they would receive 1/3 of the applicable override; and (ii) if the actual 2009 Internal EBITA exceeds the actual 2008 Internal EBITA, they would receive the override amount described in clause (i) plus an amount equal to the override rate multiplied by the amount by which the actual 2009 Internal EBITA exceeds actual 2008 Internal EBITA. For our division-level named executives, Messrs. Ashton and Finders, EIC bonuses earned on the achievement of Internal EBITA goals were also subject to a multiplier that, depending upon the achievement of year-over-year revenue growth goals of the Financial Systems segment, could result in a further increase or decrease of any bonus earned based on the achievement of Internal EBITA goals. As set forth in the table below, the multiplier ranged from 0 to 1.5, meaning that revenue growth results could reduce or increase amounts earned by these named executives based on the achievement of Internal EBITA goals; with a multiplier of 1 resulting in no adjustment to the award established by the Internal EBITA goals.

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The following table provides the 2009 threshold, mid-point and on-target Internal EBITA goals for the named executives and the EIC bonuses paid to them based on actual results from 2009:

							Actual
	Internal EBITA Goals						2009 EIC
	(in thousands)						Bonus
Name and Type of Internal EBITA Goal	Threshold		Mid-Point		On-Target		Payment
Cristóbal Conde
Consolidated Company Internal EBITA	$	1,054,000	$	1,081,000	$	1,109,000	$	2,168,428	(1)
Michael J. Ruane
Consolidated Company Internal EBITA	$	1,054,000	$	1,081,000	$	1,109,000	$	808,996	(1)
James E. Ashton III
Financial Systems Segment Internal EBITA	$	529,985	$	543,932	$	557,879	$	1,355,091	(2)
Harold C. Finders
Financial Systems Segment Internal EBITA	$	529,985	$	543,932	$	557,879	$	1,365,180	(2)
Richard C. Tarbox(2)
Consolidated Company Internal EBITA	$	1,054,000	$	1,081,000	$	1,109,000	$	808,996	(1)

(1)

Represents the EIC bonus earned as a result of the consolidated Company exceeding the on-target 2009 Internal EBITA goal but not the actual 2008 Internal EBITA. Thus, the bonus amount earned reflects the on-target EIC amount plus 1/3 of the applicable override.

(2)

Represents the EIC bonus earned as a result of the Financial Systems Segment exceeding the on-target 2009 Internal EBITA goal. Thus, the bonus amount earned reflects the on-target EIC amount plus the override. The revenue multiplier applicable to the 2009 EBITA incentive amounts earned was 1 in 2009; therefore, it did not increase or decrease the incentive payment earned based on the achievement of the on-target Internal EBITA goal.

The following table provides the low, target and maximum multiplier applicable to the 2009 Internal EBITA incentive amounts earned by Messrs. Ashton and Finders, which is based on the percentage increase or decrease in revenue of the Financial Systems segment as compared to the prior year.

	0 Multiplier			1 Multiplier			1.5 Multiplier			Actual 2009
Name	Low			Target			Max			Multiplier
James E. Ashton III
Financial Systems Segment Revenue Growth (% increase/(decrease) over prior year)		(2.0	)%		0.5-7.0	%		7.0	%		1
Harold C. Finders
Financial Systems Segment Revenue Growth (% increase/(decrease) over prior year)		(2.0	)%		0.5-7.0	%		7.0	%		1

Long-Term Equity Compensation

We intend for our equity program to be the primary vehicle for offering long-term incentives and rewarding our executive officers, managers and key employees. Because of the direct relationship between the value of an option or restricted stock unit on Units (“RSU”) award and the value of our stock, we believe that granting a combination of Class A options and RSUs (“hybrid awards”) is the best method of motivating our executive officers to manage our Company in a manner that is consistent with the interests of our Company and our stockholders. We also regard our equity program as a key retention tool. Retention is an important factor in our determination of the type of award to grant and the number of underlying Units or shares to grant.

In 2005 in connection with the Transaction, executive officers and other managers and key employees were granted a combination of time-based and performance-based options to purchase equity in the Parent Companies. The size of these initial option grants were commensurate with the executive’s position, performance and tenure with the Company and were agreed to in connection with the Transaction. These grants were intended to cover the period between the grant date and December 31, 2010, absent promotions or

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other unusual circumstances. In 2007, Mr. Finders received an option award due to his promotion to Division Chief Executive Officer, Financial Systems. In 2009, Messrs. Ashton, Finders and Tarbox received hybrid awards for outstanding performance in difficult economic conditions and for retention purposes. Additional information on all 2009 and outstanding grants to the named executives is shown in Table 2 — 2009 Grants of Plan-Based Awards and Table 3 — Outstanding Equity Awards at 2009 Fiscal Year-End below.

Performance-based options granted to the named executives in 2005 and 2007 vest upon the attainment of certain annual or cumulative earnings goals based on Internal EBITA targets for the Company during a specified performance period, generally five or six years. The annual vesting goals for the performance-based options were agreed to by the Sponsors and senior management in 2005 in connection with the Transaction and require sustained and superior company-wide performance in each of the years in the performance period but allow for additional vesting for over performance.

In 2009, the performance-based equity awards were amended. As a result of the general economic situation, the turbulence in the financial services industry and continued uncertainty in the markets, the original performance targets established in 2005 and the benefit of accelerated vesting for senior executives in certain liquidity events were determined to not be achievable. The performance-based equity held by named executives was amended to, among other things:

•  Reduce the performance targets for 2009 and 2010 to reflect the Company’s enterprise-wide EBITA budget for the 2009 and 2010 calendar years.

•  At the amended targets, the number of shares earned depends on the percentage of the amended target that is achieved between 95% and 106.25%.

•  If between 95% and 100% of the amended target is achieved, the number of shares that will be earned will be determined by interpolation at a specified linear rate based on the Company’s actual EBITA results.

•  If 100% of the amended target is achieved, approximately 72% of the shares that would have been earned if 100% of the original targets were achieved will be earned.

•  If the amended target is achieved between 100% and 106.25%, an additional portion of the remaining 28% of the shares that could be earned for the year will be earned pro rata.

•  If 106.25% of the amended target is achieved, the maximum number of shares that can be earned is the number that would have been earned in such year under the performance awards’ current terms if 100% of the original target had been achieved. In no case can 100% of the shares underlying the performance awards for 2009 and 2010 be earned solely under the amended targets.

•  For each of 2009 and 2010, if the original target is achieved between 100% and 106.25%, then the remaining eligible shares for that year will be earned pro rata based on the Company’s attainment of the original target between 100% and 106.25%.

•  For each of 2009 and 2010, any shares earned will vest as follows: 25% of the earned award will vest on December 31 of the applicable calendar year, and the remaining 75% will vest in equal monthly installments over the next 36 months, subject to continued employment. If the named executive’s employment is terminated by the Company without cause or by the named executive for good reason or on account of his disability or death or if a change in control of the Company occurs after 2009 or 2010, the unvested portion of the earned award for each of 2009 and 2010 will vest upon such event.

•  For the named executives and certain other senior executives only, the performance-based awards were also amended to extend through 2013 the awards’ ability to vest on an accelerated basis in the event of a change in control of the Company. The amended awards will vest on an accelerated basis if a change in control transaction results in (i) the Company’s investors receiving an amount constituting at least 300% of their initial equity investment in the Company and any subsequent equity investments and (ii) achievement of an internal rate of return by the Company’s investors of at least 14%. Any portion

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of the awards that accelerate will vest on the one-year anniversary of the change in control, provided the executive remains employed with the Company through such date. If an executive terminates employment without cause, resigns for good reason, dies or becomes disabled during the one-year period following the change in control, the amount that would otherwise vest on the one-year anniversary will accelerate.

The amendments to the EBITA targets in each of the named executive’s awards are the same as the 2009 amendments made to outstanding performance-based options and RSUs held by other Company employees.

The performance-based equity awarded in 2009 to the named executives have the same performance targets and vesting schedule for calendar years 2009 and 2010 as the amended performance-based equity awards described above. With respect to calendar years 2011 - 2013, vesting will occur upon the attainment of certain annual or cumulative earnings goals based on Internal EBITA targets for the Company for each year.

Based upon actual year-end 2009 results, 7.20% of each 2005 performance-based option award vested out of a maximum of 16.67% available to vest each of six years in the performance period, and 8.64% of each 2007 and 2009 performance-based equity award vested out of a maximum of 20% available to vest each of five years in the performance period.

Benefits and Perquisites

We offer a variety of health and welfare programs to all eligible employees, including the named executives. The named executives are eligible for the same benefit programs on the same basis as the rest of the Company’s employees in the particular country in which the named executive resides, including medical and dental care coverage, life insurance coverage, short-and long-term disability and a 401(k) or defined contribution pension plan.

The Company limits the use of perquisites as a method of compensation and provides executive officers with only those perquisites that we believe are reasonable and consistent with our overall compensation program to better enable the Company to attract and retain superior employees for key positions. The perquisites provided to the named executives include leased automobiles and related tax gross-ups and are quantified in Table 1 — Summary Compensation Table below.

Employment Agreements, Severance Compensation & Change of Control Protection

In connection with the Transaction, the Company entered into definitive employment agreements with certain senior managers, including the named executives. The executives with such agreements are eligible for payments if employment terminates or if there is a change of control, as described under “Potential Payments on Termination or Change of Control” below. The agreements were designed to retain executives and provide continuity of management in the event of an actual or threatened change of control.

The agreements include the following terms:

•  A term through December 31, 2010, with one-year automatic renewals unless terminated on one year’s advance notice.

•  The same base salary as that payable by the Company prior to the Transaction, subject to annual adjustments, if any, made by the Board of Directors or the Compensation Committee of the Board, in consultation with the CEO. See “Base Salary” above for a description of the determination of base salary for the Company’s senior management.

•  The opportunity to earn an annual cash bonus provided that the aggregate bonus opportunity for the senior management as a group will be consistent with that provided by the Company to executives as a group prior to the Transaction, although the Board of Directors may re-align the performance metrics and other terms in consultation with the CEO. See “Performance-Based Incentive Compensation” above for a description of the determination of cash bonuses for the Company’s senior management.

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•  Employee benefits consistent with those provided by the Company to executives prior to the Transaction, including the right to participate in all employee benefit plans and programs.

•  Participation in the equity plan of SCC and SCCII.

•  The right to receive certain severance payments, including upon a termination without “cause,” a resignation for “good reason” or a change of control, consistent with the severance payments provided for under the change of control agreement with the Company in effect prior to the Transaction. See “Potential Payments Upon Termination or Change of Control” below.

•  Certain restrictive covenants (noncompetition, confidentiality and nonsolicitation) that continue for applicable post-termination periods.

•  The right to receive a tax gross-up payment should any payment provided under the agreement be subject to the excise tax under section 4999 of the Internal Revenue Code of 1986, as amended.

In addition, under the terms of the equity awards made to executives, full or partial acceleration of vesting of equity occurs if a change of control takes place or due to certain other termination events. These arrangements and potential post-employment termination compensation payments are described in more detail in the section entitled “Potential Payments Upon Termination or Change of Control” below.

Mr. Ruane resigned from his position as chief financial officer of the Company effective January 1, 2010, but remains an employee of the Company in the role of chief financial officer of the Company’s Availability Services business. The Company and Mr. Ruane entered into an addendum dated December 23, 2009 (the “Addendum”) to his employment agreement. The terms of the Addendum include the following:

•  Mr. Ruane’s annual salary and executive incentive compensation plan will remain unchanged and shall be reviewed annually pursuant to the Company’s normal compensation and performance review policies for senior level executives.

•  An equity grant of 7,535 RSUs and 18,975 Class A options, which grant was approved by the Compensation Committee on February 18, 2010.

•  A total payment of $3,646,538, to be paid in equal semi-monthly installments over 24 months commencing January 1, 2010 and ending December 31, 2011, subject to Mr. Ruane’s continued employment.

•  If Mr. Ruane’s employment is terminated without cause or due to his death or disability before December 31, 2011, any remaining unpaid payments will be paid in a lump sum payment within 30 days after the date of termination of employment.

•  If Mr. Ruane’s employment is terminated for cause or on account of voluntary termination before December 31, 2011, all such payments shall cease.

•  If a change of control of the Company or a sale of the Company’s Availability Services business occurs before December 31, 2011 while Mr. Ruane is employed by the Company, any remaining unpaid payments will be paid in a lump sum payment upon or within 30 days after the change of control of the Company or sale of the Company’s Availability Services business, as applicable.

•  No other severance amounts shall be payable to or on behalf of Mr. Ruane under Section 2.1 of the Employment Agreement under any circumstances.

Accounting and Tax Implications

The accounting and tax treatment of particular forms of compensation do not materially affect the Compensation Committee’s compensation decisions. However, we evaluate the effect of such accounting and tax treatment on an ongoing basis and will make appropriate modifications to compensation policies where appropriate.

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Stock Ownership

The Company does not have a formal policy requiring stock ownership by management. Our senior managers, including the named executives, however, have committed significant personal capital to our Company in connection with the Transaction. See “Beneficial Ownership” under ITEM 12 below.

2010 Compensation Update

In 2010, we made changes to the annual EIC bonus to ensure that we reward performance that is consistent with the our goals and appropriately balance short- and long-term incentives. The total 2010 EIC bonus (including any override earned) will be capped at 1.75 times the target EIC bonus for our corporate-level senior executives and at 3.0 times the target EIC bonus for our division-level senior executives.

Compensation Committee Report

We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

James H. Greene, Jr., Chairperson
John Connaughton
John Marren
Julie Richardson

Summary Compensation Table

The following table contains certain information about compensation earned in 2009, 2008 and 2007 by the named executives.

Table 1 — Summary Compensation Table

													Change in
													Pension Value
													and
											Non-Equity		Nonqualified
											Incentive		Deferred
											Plan		Compen-		All Other
							Stock		Option		Compen-		sation		Compen-
			Salary		Bonus		Awards(1)		Awards(1)		sation(2)		Earnings		sation(3)		Total
Name and Principal Position	Year		($)		($)		($)		($)		($)		($)		($)		($)
Cristóbal Conde		2009		931,000		—		—		—		2,168,428		—		57,879		3,157,307
President, Chief Executive		2008		931,000		—		—		—		1,946,000		—		47,588		2,924,588
Officer and Director		2007		887,000		—		—		—		1,883,400		—		46,110		2,816,510
Michael J. Ruane(4)		2009		454,000		—		—		—		808,996		—		54,599		1,317,595
Former Senior Vice		2008		454,000		—		—		—		726,000		—		46,712		1,226,712
President — Finance and		2007		430,000		—		—		—		698,851		—		40,145		1,168,996
Chief Financial Officer
James E. Ashton III(5)		2009		510,000		—		359,244		13,285		1,355,091		—		57,049		2,294,669
Division Chief Executive		2008		510,000		—		—		—		770,130		—		51,084		1,331,214
Officer		2007		468,500		—		—		—		2,061,346		—		49,573		2,579,419
Harold C. Finders(6)		2009		571,089		—		359,244		13,285		1,365,180		—		119,963		2,428,761
Division Chief Executive		2008		522,532		—		—		—		731,666		—		71,505		1,325,703
Officer		2007		487,740		—		—		1,211,165		2,011,400		—		190,327		3,900,632
Richard C. Tarbox(7)		2009		454,000		—		179,621		6,642		808,996		—		55,203		1,504,462
Senior Vice President — Corporate Development

(1) The amounts in these columns reflect the fair value as of grant date, in accordance with FAS 123(R), of awards granted pursuant to the SunGard 2005 Management Incentive Plan. Performance-based awards granted

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	before 2009 to the named executives were amended during 2009 but the amended awards had no incremental value (see the Compensation Discussion and Analysis above for a description of the amendments).
(2)	The amounts in this column reflect the cash EIC awards payable under performance-based incentive compensation, which is discussed in further detail above in the Compensation Discussion and Analysis.
(3)	For Mr. Conde, amount includes health and welfare benefits, matching 401(k) savings plan contributions, car lease payments and related maintenance expenses, automobile tax gross-ups ($13,801 in 2009 and $12,341 in each of 2008 and 2007), and annual sales incentive award trips.
	For Mr. Ruane, amount includes health and welfare benefits, matching 401(k) savings plan contributions, car lease payments and related maintenance expenses, automobile tax gross-ups ($10,609 in 2009, $10,844 in 2008 and $11,066 in 2007), and in 2009 a service award gift and related tax gross-up ($3,691).
	For Mr. Ashton, amount includes health and welfare benefits, matching 401(k) savings plan contributions, car lease payments and related maintenance expenses, reimbursement of fuel expenses in 2007, automobile tax gross-ups ($9,317 in 2009, $11,524 in 2008, and $10,104 in 2007), and annual sales incentive award trips.
	For Mr. Finders, amount includes health and welfare benefits, company defined contribution pension plan contributions, car lease payments and related fuel and maintenance expenses, and annual sales incentive award trips.
	For Mr. Tarbox, amount includes health and welfare benefits, matching 401(k) savings plan contributions, car lease payments and related fuel and maintenance expenses, and an automobile tax gross-up ($13,649 in 2009).
(4)	Mr. Ruane resigned as the Company’s chief financial officer effective January 1, 2010 and remains employed as the chief financial officer of the Company’s Availability Services business. As of January 1, 2010, Mr. Ruane is no longer an executive officer of the Company. In accordance with the Addendum to Mr. Ruane’s employment agreement, Mr. Ruane is entitled to additional amounts payable in 2010 and 2011, as described above in the Compensation Discussion and Analysis.
(5)	For Mr. Ashton, the 2007 salary represents a blended rate of $374,000 from January 1 to March 31, 2007 and $500,000 from April 1 to December 31, 2007. In April 2007, Mr. Ashton received a promotion and a salary increase commensurate with his new responsibilities.
(6)	Mr. Finders’ compensation was paid in Swiss Francs (CHF). While conversion into U.S. dollars shows an increase in salary from 2008 to 2009, Mr. Finders’ annual salary rate was CHF 627,847 in both 2008 and 2009, and he did not receive any salary increase in 2009. All amounts have been converted into U.S. dollars at the currency exchange rates used for purposes of the Company’s annual operating budget and establishing compensation for the applicable year, as follows: 0.909599 in 2009; 0.832260 in 2008; and 0.83424 in 2007. For Mr. Finders, the 2007 salary represents a blended rate of $410,000 from January 1 to March 31, 2007 and $500,000 from April 1 to December 31, 2007. In April 2007, Mr. Finders received a promotion and a salary increase commensurate with his new responsibilities.
(7)	Mr. Tarbox was not a named executive in 2008 or 2007.

Grants of Plan-Based Awards in Fiscal Year 2009

To provide long-term equity incentives following the Transaction, the SunGard 2005 Management Incentive Plan (“Plan”) was established. The Plan as amended authorizes the issuance of equity subject to awards made under the Plan for up to 70 million shares of Class A common stock and 7 million shares of Class L common stock of SCC and 2.5 million shares of preferred stock of SCCII.

Under the Plan, awards of time-based and performance-based options have been granted to purchase “Units” in the Parent Companies. Each “Unit” consists of 1.3 shares of Class A common stock and 0.1444 shares of Class L common stock of SCC and 0.05 shares of preferred stock of SCCII. The shares comprising a Unit are in the same proportion as the shares issued to all stockholders of the Parent Companies. The options are exercisable only for whole Units and cannot be separately exercised for the individual classes of stock. In 2009, hybrid equity awards were granted under the Plan, which awards are composed of RSUs for Units in the Parent Companies and options to purchase Class A common stock in SCC. All awards under the

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Plan are granted at fair market value on the date of grant. In 2009, performance-based awards were amended as described above in the Compensation Discussion and Analysis.

Time-based options vest over five years as follows: 25% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. Time-based RSUs vest over five years as follows: 10% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. Performance-based options and RSUs are earned for each of 2009 and 2010 based on the attainment of the Company’s enterprise-wide EBITA budget with 25% vesting at December 31 of the applicable calendar year and 75% vesting in 36 equal monthly installments beginning January 31. With respect to each of 2011, 2012 and 2013, vesting will occur upon the attainment of certain annual or cumulative earnings goals based on Internal EBITA targets for the Company for each year.

Time-based and performance-based options can partly or fully vest upon a change of control and certain other termination events, subject to certain conditions, and expire ten years from the date of grant. Once vested, time-based and performance-based RSUs become payable in shares upon the first to occur of a change of control, separation from service without cause, or the date that is five years after the date of grant (or ten years after the date of grant for certain RSUs as amended in 2009).

The following table contains information concerning grants of plan-based awards to the named executives during 2009.

Table 2 — 2009 Grants of Plan-Based Awards

			Estimated
			Possible								All Other		All Other
			Payouts								Stock		Option
			under								Awards:		Awards:		Exercise		Grant Date
			Non-Equity		Estimated Future Payouts						Number of		Number of		or Base		Fair Value
			Incentive		Under Equity Incentive Plan						Shares of		Securities		Price of		of Stock
			Plan		Awards(2)						Stock		Underlying		Option		and Option
	Grant	Grant	Awards(1)		Threshold		Target		Maximum		or Units(3)		Options(4)		Awards		Awards(5)
Name	Type	Date	($)		(#)		(#)		(#)		(#)		(#)		($/Sh)		($)
Cristóbal Conde	EIC	N/A		2,168,428		—		—		—		—		—		—		—
Michael J. Ruane	EIC	N/A		808,996		—		—		—		—		—		—		—
James E. Ashton III	EIC	N/A		1,355,091		—		—		—		—		—		—		—
	RSUs	09/14/09		—		2,183		10,914		27,677		15,376		—		—		359,244
	Options	09/14/09		—		5,497		27,486		69,700		—		38,722		0.44		13,285
Harold C. Finders	EIC	N/A		1,365,180		—		—		—		—		—		—		—
	RSUs	09/14/09		—		2,183		10,914		27,677		15,376		—		—		359,244
	Options	09/14/09		—		5,497		27,486		69,700		—		38,722		0.44		13,285
Richard C. Tarbox	EIC	N/A		808,996		—		—		—		—		—		—		—
	RSUs	09/14/09		—		1,091		5,457		13,838		7,688		—		—		179,621
	Options	09/14/09		—		2,749		13,743		34,850				19,361		0.44		6,642

(1)	Amounts reflect the cash EIC bonuses paid to the named executives under the performance-based incentive compensation, which is described in further detail above, including the threshold, mid-point, and on-target goals, in the Compensation Discussion and Analysis and reported in the “Non-Equity Incentive Plan Compensation” column of Table 1 — Summary Compensation Table above.
(2)	Represents performance-based RSUs and Class A options.
(3)	Represents time-based RSUs.
(4)	Represents time-based Class A options.
(5)	Amounts reflect the fair value as of grant date, in accordance with FAS 123(R), of awards granted pursuant to the SunGard 2005 Management Incentive Plan.

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Outstanding Equity Awards at 2009 Fiscal Year-End

The following table contains certain information with respect to options held as of December 31, 2009 by the named executives.

Table 3 — Outstanding Equity Awards at 2009 Fiscal Year-End

	Option Awards												Stock Awards
																	Equity		Equity
							Equity										Incentive		Incentive
							Incentive										Plan		Plan Awards:
							Plan										Awards:		Market or
							Awards:						Number		Market		Number of		Payout Value
	Number of			Number of			Number of						of Shares		Value of		Unearned		of Unearned
	Securities			Securities			Securities						or Units		Shares or		Shares, Units		Shares, Units
	Underlying			Underlying			Underlying						of Stock		Units of		or Other		or Other
	Unexercised.			Unexercised			Unexercised		Option				That		Stock That		Rights That		Rights That
	Options			Options			Unearned		Exercise		Option		Have Not		Have Not		Have Not		Have Not
	(#)			(#)			Options(1)		Price		Expiration		Vested(2)		Vested(3)		Vested(1)		Vested(3)
Name	Exercisable			Unexercisable			(#)		($)		Date		(#)		($)		(#)		($)
Cristóbal Conde		1,550,495	(4)		221,499			—		18.00		08/11/2015		—		—		—		—
		736,147	(5)		172,235	(6)		229,647		18.00		08/11/2015
Michael J. Ruane		338,535	(4)		48,362			—		18.00		08/11/2015		—		—		—		—
		171,767	(5)		40,188	(6)		53,584		18.00		08/11/2015
		3,424	(7)		—			—		4.50		02/26/2013
		43,687	(7)		—			—		4.50		02/25/2014
		59,153	(7)		—			—		4.50		03/03/2015
James E. Ashton III		178,402	(4)		25,486			—		18.00		08/11/2015
		117,784	(5)		27,558	(6)		36,743		18.00		08/11/2015
		—	(8)		38,722			—		0.44		09/14/2019
		1,506	(9)		4,517	(6)		24,611		0.44		09/14/2019
		—			—			—		—		—		17,169		343,389		9,773		195,455
Harold C. Finders		155,051	(4)		22,150			—		18.00		08/11/2015
		51,506	(10)		54,827			—		20.72		09/20/2017
		43,616	(5)		17,224	(6)		22,965		18.00		08/11/2015
		23,068	(11)		12,403	(6)		33,552		20.72		09/20/2017
		—	(8)		38,722			—		0.44		09/14/2019
		1,506	(9)		4,517	(6)		24,611		0.44		09/14/2019
		—			—			—		—		—		17,169		343,389		9,773		195,455
Richard C. Tarbox		154,139	(4)		22,020			—		18.00		08/11/2015
		117,784	(5)		27,558	(6)		36,743		18.00		08/11/2015
		—	(8)		19,361			—		0.44		09/14/2019
		753	(9)		2,258	(6)		12,306		0.44		09/14/2019
		24,666	(7)		—			—		4.50		02/26/2013
		111,771	(7)		—			—		4.50		03/03/2013
		43,687	(7)		—			—		4.50		02/25/2014
		59,153	(7)		—			—		4.50		03/03/2015
		—			—			—		—		—		8,585		171,694		4,886		97,724

(1)	Represents anticipated achievement of performance goals in future years for unearned portions of performance-based awards.
(2)	Represents (i) time-based RSUs granted on September 14, 2009 which vest over five years with 10% vesting on the first anniversary of the date of grant, and 1/48th of the remaining balance vesting each month thereafter for 48 months, and (ii) the unvested portion of performance-based RSUs earned for calendar year 2009.
(3)	Based upon a fair market value of $20 per Unit as of December 31, 2009.

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(4)	Time-based options granted on August 12, 2005 and which vest over five years with 25% vesting one year from the date of grant, and 1/48th of the remaining balance vesting each month thereafter for 48 months.
(5)	Represents (i) performance-based options granted on August 12, 2005 which vest upon the attainment of certain annual or cumulative earnings goals for the Company during the six-year period beginning January 1, 2005 for calendar years 2005-2008 and (ii) performance-based options earned and vested for calendar year 2009 pursuant to the awards amended in 2009; vesting of the remaining earned portion is described in note 6.
(6)	Represents the unvested portion of performance-based options earned for calendar year 2009, which vests in 36 equal monthly installments beginning January 31, 2010.
(7)	To the extent outstanding options of SunGard were not exercised before closing the Transaction, such options converted into fully vested options to purchase equity units in the Parent Companies.
(8)	Time-based Class A options granted on September 14, 2009, which vest over five years with 25% vesting one year from the date of grant, and 1/48th of the remaining balance vesting each month thereafter for 48 months.
(9)	Performance-based Class A options granted on September 14, 2009 are earned upon the attainment of certain annual or cumulative earnings goals for the Company during the five-year period beginning January 1, 2009. Represents performance-based Class A options earned and vested for calendar year 2009. Vesting of the remaining earned portion is described in note 6.
(10)	Time-based options granted on September 21, 2007, which vest over five years with 25% vesting one year from the date of grant, and 1/48th of the remaining balance vesting each month thereafter for 48 months.
(11)	Represents (i) performance-based options granted on September 21, 2007, which vest upon the attainment of certain annual or cumulative earnings goals for the Company during the five-year period beginning January 1, 2007 for calendar years 2007-2008 and (ii) performance-based options earned and vested for calendar year 2009 pursuant to the 2009 amended awards; vesting of the remaining earned portion is described in note 6.

Option Exercises and Stock Vested

The following table contains certain information with respect to stock option exercises and the vesting of RSUs during 2009 for each of the named executives.

Table 4 — 2009 Option Exercises and Stock Vesting

	Option Awards				Stock Awards
	Number of Shares				Number of Shares
	Acquired		Value Realized		Acquired		Value Realized
	on Exercise		on Exercise		on Vesting(1)		on Vesting(2)
Name	(#)		($)		(#)		($)
Cristóbal Conde		—		—		—		—
Michael J. Ruane		—		—		—		—
James E. Ashton III		318,519		4,618,521		598		11,960
Harold C. Finders		30,000		30,000		598		11,960
Richard C. Tarbox		190,159		2,757,312		299		5,980

(1)	Represents vested performance-based RSUs for 2009, which are not distributed until five years after date of grant. For RSUs earned in 2009, 25% vest at December 31, 2009, shown in the table above, and 1/36th of the remaining balance vests each month thereafter for 36 months, which portion is not reflected in the table.
(2)	Based upon a fair market value of $20 per Unit as of December 31, 2009.

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Pension Benefits

None of the named executives receive benefits under any defined benefit or actuarial pension plan.

Employment and Change of Control Agreements

As discussed above, the Company entered into a definitive employment agreement with each of the named executives. The terms of these agreements are described above under Compensation Discussion and Analysis.

Potential Payments Upon Termination or Change of Control

Pursuant to the terms of the executive employment agreements and equity award agreements, set forth below is a description of the potential payments the named executives would receive if their employment was terminated on December 31, 2009.

The terms cause, good reason, change of control and sale of business are defined in the executive employment agreements. Forms of these agreements have been filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.

Termination without Cause or Resignation for Good Reason; Certain Change in Control or Sale of Business Transactions.  If a named executive’s employment is terminated by the Company without cause, or a named executive terminates his employment in certain circumstances which constitute good reason, including certain change of control and sale of business transactions, then:

•  the Company will pay the named executive officer the following:

•  a lump sum cash severance amount equal to the applicable multiplier multiplied by the sum of 2009 base salary and target incentive bonus;

•  a lump sum cash payment of all accrued compensation (as defined in the agreement) as of December 31, 2009;

•  a lump sum cash payment in an amount equal to the applicable multiplier multiplied by the Company’s cost of the named executive officer’s medical, dental and vision coverage in effect on December 31, 2009, as increased by a tax gross-up payment equal to the income and FICA tax imposed on such payment;

•  a lump sum cash payment in an amount equal to the applicable multiplier multiplied by $17,500, in lieu of retirement, life insurance and long term disability coverage, as increased by a tax gross-up payment equal to the income and FICA tax imposed on such payment;

•  an amount equal to any excise tax charged to the named executive as a result of the receipt of any change of control payments;

•  performance-based equity awards vest on a pro rata basis through the termination date, any unvested portion of performance-based equity awards earned for calendar year 2009 or 2010 become fully vested at the termination date, time-based equity awards immediately stop vesting and all unvested time-based equity awards are forfeited;

•  if a change of control occurs and employment is not offered, then all unvested performance-based equity awards vest on a return-on-equity basis and all unvested time-based equity awards become fully vested;

•  if a sale of the business occurs and the employment agreement is not assumed, then performance-based equity awards vest on a pro rata basis through the termination date, any unvested portion of performance-based equity awards earned for calendar year 2009 or 2010 become fully vested at the termination date, all unvested time-based equity awards become fully vested and all unvested performance-based equity awards are forfeited.

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Resignation without Good Reason; Voluntary Retirement and Certain Change in Control Transactions.  If a named executive terminates his employment voluntarily without good reason, including certain change of control transactions and retirements, then:

•  with the exception of certain voluntary retirements, the Company will pay the named executive only a lump sum cash payment of all accrued compensation with the exception of his 2009 pro rated target incentive bonus. Under the terms of Mr. Conde’s employment agreement, if a change of control occurs and Mr. Conde is offered employment but he resigns, his resignation is considered for good reason;

•  if the named executive voluntarily retires after August 11, 2008, provided he is at least 62 years of age, the Company will pay the named executive a lump sum cash payment of all accrued compensation and upon satisfying certain conditions, $10,000 per month for twelve months from the date of termination;

•  all performance-based equity awards stop vesting as of the date of termination, no performance-based equity awards are earned in the year of termination, all time-based equity awards immediately stop vesting, and all unvested time-based and performance-based equity awards are forfeited;

•  if a change of control occurs and employment is offered but the named executive resigns, then all amended unvested performance-based options on Units vest on a return-on-equity basis, performance-based RSUs and Class A performance-based options do not vest and all unvested time-based equity awards become fully vested; and

•  if the named executive retires after August 11, 2008, provided he is at least 62 years of age, then all performance-based equity awards stop vesting as of the date of termination, no performance-based equity awards are earned in the year of termination, all time-based equity awards continue to vest throughout the consulting period and all unvested performance-based equity awards are forfeited.

Termination for Cause.  If the Company terminates a named executive’s employment for cause, then:

•  the Company will pay the named executive only a lump sum cash payment of all accrued compensation with the exception of his 2009 pro rated target incentive bonus;

•  all vested and unvested time and performance equity awards are forfeited.

Disability or Death.  If a named executive’s employment is terminated due to his disability or death, then:

•  the Company will pay the named executive (or his beneficiary in the event of death) a lump sum cash payment of all accrued compensation;

•  in the event of disability, if the named executive elected to participate, he shall receive payments under an insurance policy offered through the Company until he reaches retirement age as defined by the 1983 Amended Social Security Normal Retirement Age or other applicable law;

•  in the event of death, the named executive’s beneficiary shall receive payments under an insurance policy offered through the Company; and

•  performance-based equity awards vest on a pro rata basis through the termination date, any unvested portion of performance-based equity awards earned for calendar year 2009 or 2010 become fully vested at the termination date, all time-based equity awards immediately stop vesting and all unvested time-based equity awards are forfeited.

In order to receive any of the above described severance benefits, the named executive is required to execute a release of all claims against the Company. In order to exercise stock options or receive distribution of RSU shares, the named executive must execute a certificate of compliance with the restrictive covenants contained in his employment agreement and all other agreements.

The tables below reflect the amount of compensation payable to each of the named executives in the event of termination of such executive’s employment. The amounts shown assume that such termination was effective as of December 31, 2009, and thus includes amounts earned through such time and are estimates of

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the amounts which would be paid out to the named executives upon their termination. The actual amounts to be paid, if any, can only be determined at the time of such named executive’s separation from the Company.

Cristóbal Conde — Potential Termination Payments and Benefits

														Termination
	Termination										Termination			Due to
	Without			Termination				Termination			Due to			Change of
	Cause or			For Cause;		Termination		Due to Sale			Change of			Control
Executive Benefits and	Resignation			Resignation		Due to		of Business			Control			Employment			Termination			Termination
Payment Upon	For			Without Good		Voluntary		Employment			Employment			Offered but			Due to			Due to
Termination	Good Reason			Reason		Retirement		Not Offered			Not Offered			Resigns			Disability			Death
Compensation:
Base Salary & Target Incentive Bonus(1)	$	8,631,000			—		—	$	8,631,000		$	8,631,000		$	8,631,000			—			—
Target Incentive Bonus of Year of Termination	$	1,946,000			—	$	1,946,000	$	1,946,000		$	1,946,000		$	1,946,000		$	1,946,000		$	1,946,000
Time-Based Equity(2)		—			—		—	$	442,998		$	442,998		$	442,998			—			—
Performance-Based Equity	$	344,471	(3)		—		—		344,471	(3)	$	4,906,792	(4)	$	4,906,792	(4)	$	344,471	(3)	$	344,471	(3)
Benefits & Perquisites:
Health and Welfare Benefits(5)	$	178,296			—		—	$	178,296		$	178,296		$	178,296			—			—
Disability Benefits		—			—		—		—			—			—			—			—
Life Insurance Proceeds		—			—		—		—			—			—			—		$	1,000,000
Accrued Vacation Pay	$	17,904		$	17,904	$	17,904	$	17,904		$	17,904		$	17,904		$	17,904		$	17,904
Excise Tax & Gross-Up		—			—		—		—			—			—			—			—
Total:	$	11,117,671		$	17,904	$	1,963,904	$	11,560,669		$	16,122,990		$	16,122,990		$	2,308,375		$	3,308,375

(1)	Consists of three times the sum of (a) 2009 base salary of $931,000 and (b) 2009 target incentive bonus of $1,946,000.
(2)	Represents the value of accelerated unvested time-based equity based upon a fair market price of $20.00 per Unit as of December 31, 2009. Excludes the value of vested time-based equity.
(3)	Represents the value of the accelerated unvested portion of the performance-based equity earned for calendar year 2009. Excludes the value of vested performance-based equity earned for calendar year 2009.
(4)	Represents the value of accelerated unvested performance-based equity if the Sponsors receive an amount constituting at least 300% of their equity investment (“Investment”) and an internal rate of return (“IRR”) of 16% or higher. If the Sponsors receive less than 300% of their Investment or an amount constituting at least 300% of their Investment but less than 14% IRR, the performance-based equity will not accelerate. Excludes the value of vested performance-based equity.
(5)	Consists of three times the sum of (a) the Company’s cost of Mr. Conde’s medical, dental and vision coverage and (b) $17,500 in lieu of the Company’s retirement plan matching contribution, life insurance and long-term disability coverage. The health and welfare benefits have been increased by a tax gross-up equal to the estimated income and FICA tax that would be imposed on such payments.

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Michael J. Ruane — Potential Termination Payments and Benefits

The table below reflects the benefits Mr. Ruane would receive under the terms of his employment agreement and the Addendum to such agreement, which is discussed in further detail above in the Compensation Discussion and Analysis.

						Termination									Termination
						Due to			Termination			Termination			Due to
				Termination		Voluntary			Due to Sale			Due to			Change of
				For Cause;		Retirement or			of Availability			Change of			Control
Executive Benefits and	Termination			Resignation		Resignation			Business			Control			Employment			Termination			Termination
Payment Upon	Without			Without Good		For			Employment			Employment			Offered but			Due to			Due to
Termination	Cause			Reason		Good Reason			Not Offered			Not Offered			Resigns			Disability			Death
Compensation:
Additional Compensation(1)	$	3,646,538			—		—		$	3,646,538		$	3,646,538		$	3,646,538		$	3,646,538		$	3,646,538
Base Salary & Target Incentive Bonus		—			—		—			—			—			—			—			—
Target Incentive Bonus of Year of Termination	$	726,000			—	$	726,000		$	726,000		$	726,000			—		$	726,000		$	726,000
Time-Based Equity(2)		—			—		—		$	96,724		$	96,724		$	96,724			—			—
Performance-Based Equity	$	80,376	(3)		—	$	80,376	(3)(4)	$	80,376	(3)	$	1,144,912	(5)	$	248,124	(6)	$	80,376	(3)	$	80,376	(3)
Benefits & Perquisites:
Health Benefits(7)	$	65,966			—		—			—			—			—		$	65,966		$	65,966
Disability Benefits		—			—		—			—			—			—			—			—
Life Insurance Proceeds		—			—		—			—			—			—			—		$	909,000
Accrued Vacation Pay	$	8,731		$	8,731	$	8,731		$	8,731		$	8,731		$	8,731		$	8,731		$	8,731
Excise Tax & Gross-Up		—			—		—			—			—			—			—			—
Total:	$	4,527,611		$	8,731	$	815,107		$	4,558,369		$	5,622,905		$	4,000,117		$	4,527,611		$	5,436,611

(1)	Represents the amount of additional compensation due and payable to Mr. Ruane pursuant to the terms of the Addendum to employment agreement, as described above in the Compensation Discussion and Analysis.
(2)	Represents the value of accelerated unvested time-based equity based upon a fair market price of $20.00 per Unit as of December 31, 2009. Excludes the value of vested time-based equity.
(3)	Represents the value of the accelerated unvested portion of the performance-based equity earned for calendar year 2009. Excludes the value of vested performance-based equity earned for calendar year 2009.
(4)	Upon a termination due to voluntary retirement, Mr. Ruane would not receive this amount.
(5)	Represents the value of accelerated unvested performance-based equity if the Sponsors receive an amount constituting at least 300% of their Investment and an IRR of 16% or higher. If the Sponsors receive less than 300% of their Investment or an amount constituting at least 300% of their Investment but less than 14% IRR, the performance-based equity will not accelerate. Excludes the value of vested performance-based equity.
(6)	Represents the value of accelerated unvested performance-based equity if the Sponsors receive an amount constituting at least 200% of their Investment. If the Sponsors receive an amount constituting less than 200% of their Investment the performance-based equity will not accelerate.
(7)	Represents three times the Company’s cost of Mr. Ruane’s medical, dental and vision coverage. The health benefits have been increased by a tax gross-up equal to the estimated income and FICA tax that would be imposed on such payments.

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James E. Ashton III — Potential Termination Payments and Benefits

														Termination
	Termination										Termination			Due to
	Without			Termination				Termination			Due to			Change of
	Cause or			For Cause;		Termination		Due to Sale			Change of			Control
Executive Benefits and	Resignation			Resignation		Due to		of Business			Control			Employment			Termination			Termination
Payment Upon	For			Without Good		Voluntary		Employment			Employment			Offered but			Due to			Due to
Termination	Good Reason			Reason		Retirement		Not Offered			Not Offered			Resigns			Disability			Death
Compensation:
Base Salary & Target Incentive Bonus(1)	$	2,142,000			—		—	$	2,142,000		$	2,142,000			—			—			—
Target Incentive Bonus of Year of Termination	$	561,000			—	$	561,000	$	561,000		$	561,000			—		$	561,000		$	561,000
Time-Based Equity Awards(2)		—			—		—	$	358,492		$	358,492		$	358,492			—			—
Performance-Based Equity Awards	$	90,985	(3)		—		—	$	90,985	(3)	$	1,326,667	(4)	$	170,142	(5)	$	90,985	(3)	$	90,985	(3)
Benefits & Perquisites:
Health and Welfare Benefits(6)	$	99,251			—		—	$	99,251		$	99,251			—			—			—
Disability Benefits(7)		—			—		—		—			—			—		$	1,412,288			—
Life Insurance Proceeds		—			—		—		—			—			—			—		$	1,000,000
Accrued Vacation Pay		—			—		—		—			—			—			—			—
Excise Tax & Gross-Up		—			—		—		—			—			—			—			—
Total:	$	2,893,236			—	$	561,000	$	3,251,728		$	4,487,410		$	528,634		$	2,064,272		$	1,651,985

(1)	Consists of two times the sum of (a) 2009 base salary of $510,000 and (b) 2009 target incentive bonus of $561,000.
(2)	Represents the value of accelerated unvested time-based equity awards based upon a fair market price of $20.00 per Unit as of December 31, 2009. Excludes the value of vested and underwater time-based equity.
(3)	Represents the value of the accelerated unvested portion of the performance-based equity awards earned for calendar year 2009. Excludes the value of vested performance-based equity earned for calendar year 2009 and underwater performance-based equity.
(4)	Represents the value of accelerated unvested performance-based equity if the Sponsors receive an amount constituting at least 300% of their Investment and an IRR of 16% or higher. If the Sponsors receive less than 300% of their Investment or an amount constituting at least 300% of their Investment but less than 14% IRR, the performance-based equity will not accelerate. Excludes the value of vested and underwater performance-based equity.
(5)	Represents the value of accelerated unvested performance-based equity if the Sponsors receive an amount constituting at least 200% of their Investment. If the Sponsors receive an amount constituting less than 200% of their Investment the performance-based equity will not accelerate. Excludes the value of vested performance-based equity.
(6)	Consists of two times the sum of (a) the Company’s cost for Mr. Ashton’s medical, dental and vision coverage and (b) $17,500 in lieu of the Company’s retirement plan matching contribution, life insurance and long-term disability coverage. The health and welfare benefits have been increased by a tax gross-up equal to the estimated income and FICA tax that would be imposed on such payments.
(7)	Reflects the estimated lump-sum present value of all future payments which Mr. Ashton would be entitled to receive under the Company’s fully insured disability program. Mr. Ashton is entitled to receive such benefits until he reaches the age of 66 years and 8 months.

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Harold C. Finders — Potential Termination Payments and Benefits

														Termination
	Termination										Termination			Due to
	Without			Termination				Termination			Due to			Change of
	Cause or			For Cause;		Termination		Due to Sale			Change of			Control
Executive Benefits and	Resignation			Resignation		Due to		of Business			Control			Employment			Termination			Termination
Payment Upon	For			Without Good		Voluntary		Employment			Employment			Offered but			Due to			Due to
Termination	Good Reason			Reason		Retirement		Not Offered			Not Offered			Resigns			Disability			Death
Compensation:
Base Salary & Target Incentive Bonus(1)	$	2,419,973			—		—	$	2,419,973		$	2,419,973			—			—			—
Target Incentive Bonus of Year of Termination	$	604,993			—	$	604,993	$	604,993		$	604,993			—		$	604,993		$	604,993
Time-Based Equity Awards(2)		—			—		—	$	351,820		$	351,820		$	351,820			—			—
Performance-Based Equity Awards	$	70,317	(3)		—		—	$	70,317	(3)	$	1,032,267	(4)	$	106,341	(5)	$	70,317	(3)	$	70,317	(3)
Benefits & Perquisites:
Health and Welfare Benefits(6)	$	103,362			—		—	$	103,362		$	103,362			—			—			—
Disability Benefits(7)		—			—		—		—			—			—		$	15,106,854			—
Death Benefits(8)		—			—		—		—			—			—			—		$	2,700,007
Accrued Vacation Pay		—			—		—		—			—			—			—			—
Excise Tax & Gross-Up		—			—		—		—			—			—			—			—
Total:	$	3,198,645			—	$	604,993	$	3,550,465		$	4,512,415		$	458,161		$	15,782,164		$	3,375,317

(1)	Consists of two times the sum of (a) 2009 base salary of $604,993 and (b) 2009 target incentive bonus of $604,993. Mr. Finders’ payments would be in Swiss Francs (CHF). All amounts reported in the table have been converted into U.S. dollars at the December 31, 2009 currency exchange rate of 0.96360.
(2)	Represents the value of accelerated unvested time-based equity awards based upon a fair market price of $20.00 per Unit as of December 31, 2009. Excludes the value of vested and underwater time-based equity.
(3)	Represents the value of the accelerated unvested portion of the performance-based equity awards earned for calendar year 2009. Excludes the value of vested performance-based equity earned for calendar year 2009 and underwater performance-based equity.
(4)	Represents the value of accelerated unvested performance-based equity if the Sponsors receive an amount constituting at least 300% of their Investment and an IRR of 16% or higher. If the Sponsors receive less than 300% of their Investment or an amount constituting at least 300% of their Investment but less than 14% IRR, the performance-based equity will not accelerate. Excludes the value of vested and underwater performance-based equity.
(5)	Represents the value of accelerated unvested performance-based equity if the Sponsors receive an amount constituting at least 200% of their Investment. If the Sponsors receive an amount constituting less than 200% of their Investment the performance-based equity will not accelerate. Excludes the value of vested and underwater performance-based equity.
(6)	Consists of two times the sum of (a) the Company’s cost for Mr. Finders’ medical benefits and (b) $17,500 in lieu of the Company’s defined contribution pension plan contribution, life insurance and long-term disability coverage. The health and welfare benefits have been increased by a tax gross-up equal to the estimated taxes that would be imposed on such payments.
(7)	Represents a lump sum payment upon disability due to an accident of $14,098,432 and the estimated present value of annual annuity payments to age 65. Upon disability due to sickness, Mr. Finders would receive $4,308,435 which represents the estimated present value of annual annuity payments to age 65. Each of Mr. Finders’ children would also receive an annual annuity payment of $47,427 until they reach the age of 25 (five and eight years remaining). Portions of the reported benefits payable upon Mr. Finders’ disability are financed by contributions made by Mr. Finders.

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(8) Represents a lump sum payment upon death due to an accident. Mr. Finders’ spouse would also receive an annual annuity for life of $48,565 and each of his children would receive an annual annuity of $18,212 until they reach the age of 25 (five and eight years remaining). Upon death due to sickness, Mr. Finders’ estate would receive a lump sum of $1,778,516 and Mr. Finders’ spouse would receive an annual annuity for life of $248,992 and each of his children would receive an annual annuity of $47,427 until they reach the age of 25 (five and eight years remaining). Portions of the reported benefits payable upon Mr. Finders’ death are financed by contributions made by Mr. Finders.

Richard C. Tarbox — Termination Payments and Benefits

														Termination
	Termination										Termination			Due to
	Without			Termination				Termination			Due to			Change of
	Cause or			For Cause;		Termination		Due to Sale			Change of			Control
Executive Benefits and	Resignation			Resignation		Due to		of Business			Control			Employment			Termination			Termination
Payment Upon	For			Without Good		Voluntary		Employment			Employment			Offered but			Due to			Due to
Termination	Good Reason			Reason		Retirement		Not Offered			Not Offered			Resigns			Disability			Death
Compensation:
Base Salary & Target Incentive Bonus(1)	$	3,540,000			—		—	$	3,540,000		$	3,540,000			—			—			—
Target Incentive Bonus of Year of Termination	$	726,000			—	$	726,000	$	726,000		$	726,000			—		$	726,000		$	726,000
Time-Based Equity Awards(2)		—			—		—	$	197,800		$	197,800		$	197,800			—			—
Performance-Based Equity Awards	$	73,049	(3)		—		—	$	73,049	(3)	$	1,055,865	(4)	$	170,142	(5)	$	73,049	(3)	$	73,049	(3)
Benefits & Perquisites:
Health and Welfare Benefits(6)	$	148,877			—		—	$	148,877		$	148,877			—			—			—
Disability Benefits(7)		—			—		—		—			—			—		$	693,765			—
Life Insurance Proceeds		—			—		—		—			—			—			—		$	909,000
Accrued Vacation Pay	$	8,731		$	8,731	$	8,731	$	8,731		$	8,731		$	8,731		$	8,731		$	8,731
Excise Tax & Gross-Up		—			—		—		—			—			—			—			—
Total:	$	4,496,657		$	8,731	$	734,731	$	4,694,457		$	5,677,273		$	376,673		$	1,501,545		$	1,716,780

(1)	Consists of three times the sum of (a) 2009 base salary of $454,000 and (b) 2009 target incentive bonus of $726,000.
(2)	Represents the value of accelerated unvested time-based equity awards based upon a fair market price of $20.00 per Unit as of December 31, 2009. Excludes the value of vested and underwater time-based equity.
(3)	Represents the value of the accelerated unvested portion of performance-based equity earned for calendar year 2009. Excludes the value of vested performance-based equity earned for calendar year 2009 and underwater performance-based equity.
(4)	Represents the value of accelerated unvested performance-based equity if the Sponsors receive an amount constituting at least 300% of their Investment and an IRR of 16% or higher. If the Sponsors receive less than 300% of their Investment or an amount constituting at least 300% of their Investment but less than 14% IRR, the performance-based equity will not accelerate. Excludes the value of vested and underwater performance-based equity.
(5)	Represents the value of accelerated unvested performance-based equity if the Sponsors receive an amount constituting at least 200% of their Investment. If the Sponsors receive an amount constituting less than 200% of their Investment the performance-based equity will not accelerate. Excludes the value of vested performance-based equity.
(6)	Consists of three times the sum of (a) the Company’s cost for Mr. Tarbox’s medical, dental and vision coverage and (b) $17,500 in lieu of the Company’s retirement plan matching contribution, life insurance and long-term disability coverage. The health and welfare benefits have been increased by a tax gross-up equal to the estimated income and FICA tax that would be imposed on such payments.

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(7) Reflects the estimated lump-sum present value of all future payments which Mr. Tarbox would be entitled to receive under the Company’s fully insured disability program. Mr. Tarbox is entitled to receive such benefits until he reaches the age of 66 years.

Director Compensation

None of our directors except Mr. Mann receive compensation for serving as directors. Mr. Mann receives annual director equity awards; he does not receive any cash director fees. On November 11, 2009, Mr. Mann was granted a time-based hybrid equity grant consisting of an RSU for 1,868 Units and a Class A option for 4,704 shares at an exercise price of $0.28 per share. The RSU vests over five years as follows: 10% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. Once vested, the RSUs become payable in shares upon the first to occur of a change of control, removal or resignation as a director, or the date that is five years after the date of grant. The option expires ten years from the date of grant and vests over five years as follows: 25% one year after date of grant and 1/48th of the remaining balance each month thereafter for 48 months. The following table contains for Mr. Mann compensation received during the year ended December 31, 2009 for serving as a director of the Company.

									Change in Pension
	Fees Earned						Non-Equity		Value and Nonqualified
	or Paid in		Stock		Option		Incentive Plan		Deferred Compensation		All Other
	Cash		Awards		Awards(1)		Compensation		Earnings		Compensation		Total
Name	($)		($)		($)		($)		($)		($)		($)
James L. Mann(2)		—		830		38,360		—		—		—		38,190

(1)	The amount in this column reflects the fair value as of grant date, in accordance with FAS 123(R), of awards granted pursuant to the SunGard 2005 Management Incentive Plan.
(2)	In addition to serving as a director, Mr. Mann is currently an employee of the Company and received in 2009 a base salary of $300,000 and health and welfare benefits, a matching 401(k) savings plan contribution, automobile benefits including reimbursement of fuel and maintenance expenses and an automobile tax gross-up ($3,930).

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee is currently comprised of Messrs. Connaughton, Greene and Marren, who were each appointed to the Compensation Committee in 2005 in connection with the Transaction, and Ms. Richardson, who was appointed to the Compensation Committee in 2008. None of these individuals has been at any time an officer or employee of our Company. During 2009, we had no compensation committee “interlocks” — meaning that it was not the case that an executive officer of ours served as a director or member of the compensation committee of another entity and an executive officer of the other entity served as a director or member of our Compensation Committee.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

There are no compensation plans under which our common stock is authorized for issuance. The following table contains certain information as of December 31, 2009 with respect to the SunGard 2005 Management Incentive Plan under which equity in the Parent Companies is authorized for issuance.

Number of Securities

Weighted-

Remaining Available for

Average

Issuance Under Equity

Number of Securities to

Exercise

Compensation Plans

be Issued Upon Exercise of

Price of

(excluding Securities

Outstanding Options,

Outstanding

Reflected in Column (A))

Warrants and Rights (A)

Options,

(C)

Shares of

Shares of

Shares of

Warrants and

Shares of

Shares of

Shares of

Class A

Class L

Preferred

Rights

Class A

Class L

Preferred

Plan Category

Common Stock

Common Stock

Stock

(B)

Common Stock

Common Stock

Stock

Equity compensation plans approved by security holders

Options for Units

36,422,454

4,045,694

1,400,864

$

16.46

Restricted Stock Units

6,475,702

719,301

249,065

$

21.87

*

11,166,716

1,857,164

719,239

Options for Class A Common Stock

12,350,179

$

1.86

Equity compensation plans not approved by security holders

—

—

—

—

—

—

—

Total

55,248,334

4,764,995

1,649,929

11,166,716

1,857,164

719,239

* Value of RSUs as of date of grant.

Beneficial Ownership

All of our outstanding stock is beneficially owned by SCC and SCCII through its wholly owned subsidiaries. The following table presents information regarding beneficial ownership of the equity securities of SCC and SCCII as of March 1, 2010 by each person who is known by us to beneficially own more than 5% of the equity securities of SCC and SCCII, by each of our directors, by each of the named executives, and by all of our directors and executive officers as a group.

	Number of Shares Beneficially Owned(1)						Percent of
Name of Beneficial Owner	Class A Common		Class L Common		Preferred		Classes(2)
Bain Funds(3)		34,849,657		3,872,184		1,340,371		13.65	%
Blackstone Funds(4)		34,849,657		3,872,184		1,340,371		13.65	%
GS Limited Partnerships(5)		28,393,651		3,154,850		1,092,063		11.12	%
KKR Funds(6)		34,849,657		3,872,184		1,340,371		13.65	%
Providence Equity Funds(7)		21,295,238		2,366,138		819,048		8.34	%
Silver Lake Funds(8)		34,488,546		3,832,061		1,326,483		13.51	%
TPG Funds(9)		34,849,657		3,872,184		1,340,371		13.65	%
James E. Ashton III(10) (named executive)		822,706		91,161		31,565		—
Chinh E. Chu(4)(11) (director)		34,849,657		3,872,184		1,340,371		13.65	%
Cristóbal Conde(10)(12) (director and named executive)		4,730,376		525,490		181,938		1.85	%
John Connaughton(13) (director)		—		—		—		—
Harold C. Finders(10) (named executive)		535,670		59,294		23,362		—
James H. Greene, Jr.(14) (director)		—		—		—		—
Glenn H. Hutchins(8)(15) (director)		34,488,546		3,832,061		1,326,483		13.51	%
James L. Mann(10) (director)		81,642		8,651		2,995		—
John Marren(16) (director)		—		—		—		—

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	Number of Shares Beneficially Owned(1)						Percent of
Name of Beneficial Owner	Class A Common		Class L Common		Preferred		Classes(2)
Sanjeev Mehra(5)(17)(director)		28,393,651		3,154,850		1,092,063		11.12	%
Julie Richardson(7)(18) (director)		21,295,238		2,366,138		819,048		8.34	%
Michael J. Ruane(19) (named executive)		1,226,280		136,229		47,165		—
Richard C. Tarbox(10) (named executive)		1,178,790		130,844		45,299		—
All 21 directors and executive officers as a group(10)(11)(12)(13)(14)(15)(16)(17)(18)(20)		131,250,949		14,575,604		5,048,313		51.41	%

(1)	Includes shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each stockholder named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Class A shares of common stock of SCC, Class L shares of common stock of SCC and preferred shares of SCCII are referred to in the notes to this table as, respectively, Class A shares, Class L shares and preferred shares.
(2)	Unless otherwise indicated, the beneficial ownership of any named person does not exceed, in the aggregate, one percent of the outstanding equity securities of SCC and SCCII Corp. II on March 1, 2010, as adjusted as required by applicable rules.
(3)	Includes (i) 34,693,273 Class A shares, 3,801,832 Class L shares and 1,313,076 preferred shares held by Bain Capital Integral Investors, LLC (“Bain Integral”), whose administrative member is Bain Capital Investors, LLC (“BCI”); and (ii) 156,384 Class A shares, 70,352 Class L shares and 27,295 preferred shares held by BCIP TCV, LLC (“BCIP TCV” and, together with Bain Integral, the “Bain Funds”), whose administrative member is BCI. The address of each of the entities listed in this footnote is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.
(4)	Includes (i) 18,317,228 Class A shares, 2,035,248 Class L shares and 704,509 preferred shares held by Blackstone Capital Partners IV L.P. (“BCP IV”), whose general partner is Blackstone Management Associates IV L.L.C. (“BMA IV”); (ii) 289,253 Class A shares, 32,139 Class L shares and 11,125 preferred shares held by Blackstone Capital Partners IV-A L.P. (“BCP IV-A”), whose general partner is BMA IV; (iii) 810,541 Class A shares, 90,060 Class L shares and 31,175 preferred shares held by Blackstone Family Investment Partnership IV-A L.P. (“BFIP IV-A”), whose general partner is BMA IV; (iv) 66,204 Class A shares, 7,356 Class L shares and 2,546 preferred shares held by Blackstone Participation Partnership IV L.P. (“BPP IV”), whose general partner is BMA IV; (v) 14,444,444 Class A shares, 1,604,938 Class L shares and 555,556 preferred shares held by Blackstone GT Communications Partners L.P. (“BGTCP”), whose general partner is Blackstone Communications Management Associates I L.L.C. (“BCMA IV”); and (vi) 921,986 Class A shares,102,443 Class L shares and 35,461 preferred shares held by Blackstone Family Communications Partnership L.P. (“BFCP” and, collectively with BCP IV, BCP IV-A, BFIP IV-A, BPP IV and BGTCP, the “Blackstone Funds”), whose general partner is BCMA IV. Messrs. Peter G. Peterson and Stephen A. Schwarzman are the founding members of BMA IV and BCMA IV and as such may be deemed to share beneficial ownership of the shares held or controlled by the Blackstone Funds. Each of BMA IV and BCMA IV and Messrs. Peterson and Schwarzman disclaims beneficial ownership of such shares. The address of each of the entities listed in this footnote is c/o The Blackstone Group, L.P., 345 Park Avenue, New York, New York 10154.
(5)	The Goldman Sachs Group, Inc., which we refer to as GS Grup, Goldman, Sachs & Co., which we refer to as Goldman Sachs, and certain of their affiliates may be deemed to own beneficially and indirectly Class A shares, Class L shares and preferred shares which are owned directly or indirectly by investment partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or managing partner. We refer to these investment partnerships as the GS Limited Partnerships. Goldman Sachs is an affiliate of each of, and investment manager for certain of, the GS Limited Partnerships. GS Group, Goldman, Sachs and the GS Limited Partnerships share voting power and investment power with certain of their respective affiliates. The GS Limited Partnerships and their respective beneficial ownership of shares of SCC and SCC II include: (i) 8,034,125 Class A shares,

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	892,681 Class L shares and 309,005 preferred shares held by GS Capital Partners 2000, L.P.; (ii) 2,552,674 Class A shares, 283,630 Class L shares and 98,180 preferred shares held by GS Capital Partners 2000 Employee Fund, L.P.; (iii) 2,919,293 Class A shares, 324,366 Class L shares and preferred 112,281 held by GS Capital Partners 2000 Offshore, L.P.; (iv) 354,921 Class A shares, 39,436 Class L shares and 13,651 preferred shares held by Goldman Sachs Direct Investment Fund 2000, L.P.; (v) 335,812 Class A shares, 37,312 Class L shares and 12,916 preferred shares held by GS Capital Partners 2000 GmbH & Co. Beteiligungs KG; (vi) 7,475,480 Class A shares, 830,609 Class L shares and 287,518 preferred shares held by GS Capital Partners V Fund, L.P.; (vii) 3,861,537 Class A shares, 429,060 Class L shares and 148,521 preferred shares held by GS Capital Partners V Offshore Fund, L.P.; (viii) 296,373 Class A shares, 32,930 Class L shares and 11,399 preferred shares held by GS Capital Partners V GmbH & Co. KG; and (ix) 2,563,436 Class A shares, 284,826 Class L shares and 98,594 preferred shares held by GS Capital Partners V Institutional, L.P. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares owned directly and indirectly by the GS Limited Partnerships, except to the extent of their pecuniary interest therein, if any. The address for GS Group, Goldman Sachs and the GS Limited Partnerships is 200 West Street, New York, New York 10282.
(6)	Includes (i) 33,937,852 Class A shares, 3,770,872 Class L shares and 1,305,302 preferred shares held by KKR Millennium Fund L.P. (“KKR Millennium Fund”), whose general partner is KKR Associates Millennium L.P., whose general partner is KKR Millennium GP LLC; and (ii) 911,806 Class A shares, 101,312 Class L shares and 35,069 preferred shares held by KKR Partners III, L.P. (“KKR III” and, together with KKR Millennium Fund, the “KKR Funds”), whose general partner is KKR III GP LLC. The address of each of the entities listed in this footnote is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, New York 10019.
(7)	Includes (i) 18,390,397 Class A shares, 2,043,377 Class L shares and 707,323 preferred shares held by Providence Equity Partners V LP (“PEP V”), whose general partner is Providence Equity GP V LP, whose general partner is Providence Equity Partners V L.L.C. (“PEP V LLC”); and (ii) 2,904,841 Class A shares, 322,760 Class L shares and 111,725 preferred shares held by Providence Equity Partners V-A LP (“PEP V-A” and, together with PEP V, the “Providence Equity Funds”), whose general partner is Providence Equity GP V LP, whose general partner is PEP V LLC. PEP V LLC may be deemed to share beneficial ownership of the shares owned by PEP V and PEP V-A. PEP V LLC disclaims this beneficial ownership. Messrs. Angelakis, Creamer, Masiello, Mathieu, Nelson, Pelson and Salem are members of PEP V LLC and may also be deemed to possess indirect beneficial ownership of the securities owned by the Providence Equity Funds, but disclaim such beneficial ownership. The address of each of the entities listed in this footnote is c/o Providence Equity Partners Inc., 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903.
(8)	Includes (i) 34,440,889 Class A shares, 3,826,765 Class L shares and 1,324,650 preferred shares held by Silver Lake Partners II, L.P. (“SLP II”), whose general partner is Silver Lake Technology Associates II, L.L.C. (“SLTA II”); and (ii) 47,657 Class A shares, 5,295 Class L shares and 1,833 preferred shares held by Silver Lake Technology Investors II, L.P. (“SLTI II” and, together with SLP II, the “Silver Lake Funds”), whose general partner is SLTA II. The address of each of the entities listed in this footnote is c/o Silver Lake, 9 West 57th Street, 32nd Floor, New York, New York 10019.
(9)	Includes (i) 20,745,833 Class A shares, 2,305,093 Class L shares and 797,917 preferred shares held by TPG Partners IV, L.P. (“TPG IV”), whose general partner is TPG GenPar IV, L.P. (“TPG GenPar IV”), whose general partner is TPG Advisors IV, Inc. (“TPG Advisors IV”); (ii) 2,349,389 Class A shares, 261,043 Class L shares and 90,361 preferred shares held by T3 Partners II, L.P. (“T3 Partners II”), whose general partner is T3 GenPar II, L.P. (“T3 GenPar II”), whose general partner is T3 Advisors II, Inc. (“T3 Advisors II”); (iii) 377,000 Class A shares, 41,889 Class L shares and 14,500 preferred shares held by T3 Parallel II, L.P. (“T3 Parallel II”), whose general partner is T3 GenPar II, whose general partner is T3 Advisors II; (iv) 5,416,667 Class A shares, 601,852 Class L shares and 208,333 preferred shares held by TPG Solar III LLC (“TPG Solar III”), whose managing member is TPG Partners III, L.P. (“TPG Partners III”), whose general partner is TPG GenPar III, L.P. (“TPG GenPar III”), whose general partner is TPG Advisors III, Inc. (“TPG Advisors III”); and (v) 5,960,768 Class A shares, 662,308 Class L shares and 229,260 preferred shares held by TPG Solar Co-Invest LLC (“TPG Solar Co-Invest” and, collectively

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with TPG IV, T3 Partners II, T3 Parallel II and TPG Solar III, the “TPG Funds”), whose managing member is TPG GenPar IV, whose general partner is TPG Advisors IV. Messrs. David Bonderman and James G. Coulter are directors, officers and sole shareholders of each of TPG Advisors IV, T3 Advisors II and TPG Advisors III. Because of these relationships, each of Messrs. Bonderman and Coulter and TPG Advisors IV, T3 Advisors II and TPG Advisors III may be deemed to have investment powers and beneficial ownership with respect to the shares directly held by the TPG Funds. The address of each of the entities and persons identified in this footnote is c/o TPG Capital, L.P., 301 Commerce Street, Fort Worth, Texas 76102.

(10)

Includes the following shares which the beneficial owner has the right to acquire within 60 days after March 1, 2010 by exercising stock options:

	Shares of Class A		Shares of Class L		Shares of
Beneficial Owner	Common Stock		Common Stock		Preferred Stock
James E. Ashton III		408,632		45,167		15,639
Cristóbal Conde		3,141,487		348,947		120,826
Harold C. Finders		424,448		46,937		16,253
James L. Mann		9,538		627		217
Richard C. Tarbox		931,583		103,385		35,792
All 21 directors and officers as a group		7,900,878		870,065		301,247

(11)	Mr. Chu, a director of the Parent Companies and SunGard, is a member of BMA IV and BCMA IV and a senior managing director of The Blackstone Group, L.P. Amounts disclosed for Mr. Chu are also included above in the amounts disclosed in the table next to “Blackstone Funds.” Mr. Chu disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds, except to the extent of his pecuniary interest therein. Mr. Chu does not have sole voting or investment power with respect to the shares owned by the Blackstone Funds.
(12)	In connection with a loan, Mr. Conde pledged the following shares as security: 361,111.11 Class A shares, 40,123.46 Class L shares and 13,888.89 preferred shares.
(13)	Investment and voting decisions at BCI are made jointly by three or more individuals who are managing directors of the entity, and therefore no individual managing director of BCI is the beneficial owner of the securities, except with respect to the shares in which such member holds a pecuniary interest. Mr. Connaughton, a director of the Parent Companies and SunGard, is a member and managing director of BCI and may therefore be deemed to beneficially own the amounts disclosed in the table next to “Bain Funds.” Mr. Connaughton disclaims beneficial ownership of any shares owned directly or indirectly by the Bain Funds, except to the extent of his pecuniary interest therein.
(14)	Mr. Greene, a director of the Parent Companies and SunGard, is an executive of Kohlberg Kravis Roberts & Co. L.P. and/or one or more of its affiliates. Mr. Greene disclaims beneficial ownership of any shares owned directly or indirectly by the KKR Funds, except to the extent of his pecuniary interest therein.
(15)	Mr. Hutchins, a director of the Parent Companies and SunGard, is a managing director of SLTA II. Amounts disclosed for Mr. Hutchins are also included above in the amounts disclosed in the table next to “Silver Lake Funds.” Mr. Hutchins disclaims beneficial ownership of any shares owned directly or indirectly by the Silver Lake Funds, except to the extent of his pecuniary interest therein.
(16)	Mr. Marren, a director of the Parent Companies and SunGard, is a senior partner of TPG Capital, L.P., an affiliate of the TPG Funds.
(17)	Mr. Mehra, a director of the Parent Companies and SunGard, is a managing director of Goldman Sachs. Amounts disclosed for Mr. Mehra are also included above in the amounts disclosed in the table next to “GS Limited Partnerships.” Mr. Mehra disclaims beneficial ownership of any shares owned directly or indirectly by the GS Limited Partnerships, except to the extent of his pecuniary interest therein.
(18)	Ms. Richardson, a director of the Parent Companies and SunGard, is a managing director of Providence Equity Partners, Inc., an affiliate of the Providence Equity Funds. Amounts disclosed for Ms. Richardson

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	are also included above in the amounts disclosed in the table next to “Providence Equity Funds.” Ms. Richardson disclaims beneficial ownership of any shares owned directly or indirectly by the Providence Equity Funds, except to the extent of her pecuniary interest therein.
(19)	Includes the following shares which Mr. Ruane has the right to acquire within 60 days after March 1, 2010 by exercising stock options: 838,776 Class A shares, 93,173 Class L shares and 32,261 preferred shares.
(20)	Excluding shares beneficially owned by Ms. Richardson and Messrs. Chu, Hutchins and Mehra and by Mr. Ruane, who is no longer an executive officer, the number of shares beneficially owned by all directors and executive officers as a group is as follows: Class A shares — 12,223,857; Class L shares — 1,350,372; preferred shares — 470,348; percent of classes — 4.79%.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

Pursuant to our Global Business Conduct and Compliance Program, all employees and directors (including our named executives) who have, or whose immediate family members have, any financial interests in other entities where such involvement is or may appear to cause a conflict of interest situation are required to report to us the conflict. If the conflict involves a director or executive officer or is considered material, the situation will be reviewed by the Compliance Committee. The Compliance Committee will then consult with the Audit Committee and determine whether a conflict exists or will exist, and if so, what action should be taken to resolve the conflict or potential conflict. In other cases, conflicts are reviewed and resolved by the Compliance Committee. Additionally, in connection with the Transaction, the Company’s four parent companies and the Sponsors entered into a principal investor agreement which requires affiliated party transactions involving the Sponsors to be approved by the majority of Sponsors not involved in the affiliated party transaction.

Other than as described under this heading, the Company has not adopted any formal policies or procedures for the review, approval or ratification of certain related-party transactions that may be required to be reported under the SEC disclosure rules. Such transactions, if and when they are proposed or have occurred, have traditionally been (and will continue to be) reviewed by the Audit Committee (other than the committee members involved, if any) on a case-by-case basis.

On August 11, 2005, upon completion of the Transaction, the Company and its four parent companies entered into a management agreement with affiliates of each of the Sponsors pursuant to which such entities or their affiliates will provide management consultant services, including financial, managerial and operational advice and implementation of strategies for improving the operating, marketing and financial performance of the Company and its subsidiaries. Under the management agreement, affiliates of the Sponsors receive quarterly annual management fees equal to 1% of the Company’s quarterly “EBITDA,” as defined in the Indenture dated August 11, 2005 governing the senior notes due 2013 (but assuming the management fee had not been paid for purposes of such calculation), and reimbursement for out-of-pocket expenses incurred by them or their affiliates in connection with the provision of management consulting services pursuant to the agreement. During the years ended December 31, 2007, 2008 and 2009, the Company recorded $17 million, $23 million and $15 million respectively relating to management fees.

In the event that the management agreement is terminated, the Sponsors will receive a lump sum payment equal to the present value of the annual management fees that would have been payable for the remainder of the term of the management agreement. The initial term of the management agreement is ten years, and it extends annually for one year unless the Sponsors or the Company and its parent companies provide notice to the other. Finally, the management agreement provides that affiliates of the Sponsors will be entitled to receive a fee equal to 1% of the gross transaction value in connection with certain subsequent financing, acquisition, disposition and change of control transactions in excess of a threshold amount.

In addition to serving as a director, Mr. Mann is currently an employee of the Company and accordingly in 2009 received salary and benefits. See note 2 to the table under “Director Compensation.”

120

Our Sponsors and/or their respective affiliates have from time to time entered into, and may continue to enter into, arrangements with us to use our products and services in the ordinary course of their business, which often result in revenues to SunGard in excess of $120,000 annually.

In June 2009, certain of our Sponsors and/or their respective affiliates received fees in connection with participating in the refinancing of our senior secured credit facility. Kohlberg Kravis Roberts & Co. received $525,548, Goldman Sachs & Co. received $427,612, The Blackstone Group received $251,046, Bain Capital Partners received $242,183 and TPG received $111,938.

Effective February 16, 2007, we entered into a three-year participation agreement with one-year renewal terms (“participation agreement”) with Core Trust Purchasing Group, a division of HealthTrust Purchasing Corporation (“CPG”), designating CPG as our exclusive “group purchasing organization” for the purchase of certain products and services from third party vendors. CPG secures from vendors pricing terms for goods and services that are believed to be more favorable than participants in the group purchasing organization could obtain for themselves on an individual basis. Under the participation agreement, we must purchase 80% of the requirements of our participating locations for core categories of specified products and services, from vendors participating in the group purchasing arrangement with CPG or CPG may terminate the contract. In connection with purchases by its participants (including us), CPG receives a commission from the vendors in respect of such purchases. Although CPG is not affiliated with Blackstone, in consideration for Blackstone’s facilitating our participation in CPG and monitoring the services CPG provides to us, CPG remits a portion of the commissions received from vendors in respect of our purchases under the participation agreement to an affiliate of Blackstone, with whom Chinh E. Chu, a member of our Boards of Directors, is affiliated and in which he may have an indirect pecuniary interest.

Director Independence

SCC, SCCII and SunGard are privately-held corporations. Our Sponsor Directors are not independent because of their affiliations with funds which hold more than 5% equity interests in the Parent Companies. Messrs. Conde and Mann are not independent directors because they are currently employed by the Company.

Item 14. Principal Accountant Fees and Services

Auditors’ Fees

The following table shows the fees for professional audit services rendered by PricewaterhouseCoopers LLP for the audit of our annual financial statements and review of our interim financial statements for 2008 and 2009, and fees for other services rendered by PricewaterhouseCoopers LLP for 2008 and 2009.

Fees	2008		2009
Audit fees(1)	$	7,196,000	$	6,822,000
Audit-related fees(2)	$	370,000	$	618,000
Tax fees(3)	$	261,000	$	679,000
All other fees(4)	$	250,000	$	290,000
Total Fees	$	8,077,000	$	8,409,000

(1)	In 2008, consists of services rendered in connection with the audit of our annual financial statements ($4,125,000), consultation on technical accounting issues ($168,000) and certain broker-dealer audits and statutory audits ($2,904,000). In 2009, consists of services rendered in connection with the audit of our annual financial statements ($3,407,000), consultation on technical accounting issues ($25,000) and certain broker-dealer audits and statutory audits ($3,126,000).
(2)	Consists of SAS 70 data center audit fees, savings plan audits and special audits.
(3)	Consists of worldwide tax services.
(4)	Consists of other IT-related services.

121

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee pre-approves all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted policies and procedures for the pre-approval of services provided by our independent registered public accounting firm. The policies and procedures provide that management and our independent registered public accounting firm jointly submit to the Audit Committee a schedule of audit and non-audit services for approval as part of the annual plan for each year. In addition, the policies and procedures provide that the Audit Committee may also pre-approve particular services not in the annual plan on a case-by-case basis. For each proposed service, management must provide a detailed description of the service and the projected fees and costs (or a range of such fees and costs) for the service. The policies and procedures require management and our independent registered public accounting firm to provide quarterly updates to the Audit Committee regarding services rendered to date and services yet to be performed.

The Audit Committee may delegate pre-approval authority for audit and non-audit services to one or more of its members, who can pre-approve services up to a maximum fee of $50,000. Any such pre-approved service must be reported to the Audit Committee at the next scheduled quarterly meeting.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

See ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

(a)(2) Financial Statement Schedules

None.

(a)(3) Exhibits

The Exhibits that are incorporated by reference in this Report on Form 10-K, or are filed with this Report, are listed in the LIST OF EXHIBITS following the signature page of this Report.

122

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUNGARD CAPITAL CORP.
SUNGARD CAPITAL CORP. II
SUNGARD DATA SYSTEMS INC.

Date: March 24, 2010

By:  /s/  Cristóbal Conde

Cristóbal Conde,

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/  Cristóbal Conde Cristóbal Conde	President, Chief Executive Officer and Director (principal executive officer)	March 24, 2010
/s/  Robert F. Woods Robert F. Woods	Chief Financial Officer (principal financial officer)	March 24, 2010
/s/  Karen M. Mullane Karen M. Mullane	Vice President and Controller (principal accounting officer)	March 24, 2010
/s/  Chinh E. Chu Chinh E. Chu	Director	March 24, 2010
/s/  John Connaughton John Connaughton	Director	March 24, 2010
/s/  James H. Greene, Jr. James H. Greene, Jr.	Director	March 24, 2010
/s/  Glenn H. Hutchins Glenn H. Hutchins	Chairman of the Board of Directors	March 24, 2010
/s/  James Mann James Mann	Director	March 24, 2010
/s/  John Marren John Marren	Director	March 24, 2010
/s/  Sanjeev Mehra Sanjeev Mehra	Director	March 24, 2010
/s/  Julie Richardson Julie Richardson	Director	March 24, 2010

123

List of Exhibits

NUMBER			DOCUMENT
	3	.1	Amended and Restated Certificate of Incorporation of SunGard (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	3	.2	Amended and Restated Bylaws of SunGard (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-12989)).
	3	.3	Amended and Restated Certificate of Incorporation of SunGard Capital Corp. (incorporated by reference to the Exhibits filed with SunGard Capital Corp.’s Registration Statement on Form 10-12G filed on April 30, 2009 (Commission File No. 000-53653)).
	3	.4	Amended and Restated Bylaws of SunGard Capital Corp. (incorporated by reference to the Exhibits filed with SunGard Capital Corp.’s Registration Statement on Form 10-12G filed on April 30, 2009 (Commission File No. 000-53653)).
	3	.5	Amended and Restated Certificate of Incorporation of SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard Capital Corp. II’s Registration Statement on Form 10-12G filed on April 30, 2009 (Commission File No. 000-53654)).
	3	.6	Amended and Restated Bylaws of SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard Capital Corp. II’s Registration Statement on Form 10-12G filed on April 30, 2009 (Commission File No. 000-53654)).
	4	.1	Indenture dated January 15, 2004 between SunGard and The Bank of New York, as trustee (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission File No. 1-12989)).
	4	.2	Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 91/8% Senior Notes and Senior Floating Rate Notes (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	4	.3	Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 101/4% Senior Subordinated Notes (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	4	.4	Indenture, dated as of September 29, 2008, among SunGard Data Systems Inc., Guarantors named therein and The Bank of New York Mellon, as Trustee, governing the 10.625% Senior Notes (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated September 29, 2008 and filed October 3, 2008 (Commission File No. 1-12989)).
	10	.1	Lease, dated April 12, 1984, between SunGard and Broad and Noble Associates, Inc., relating to SunGard’s facility at 401 North Broad Street, Philadelphia, Pennsylvania, and Amendments thereto, dated October 18, 1989, September 30, 1991 and November 19, 1992 (“401 Lease”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 0-14232)).
	10	.2	Amendment to 401 Lease, dated October 9, 1995 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (Commission File No. 0-14232)).
	10	.3	Amendment to 401 Lease, dated December 23, 1996 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (Commission File No. 0-14232)).
	10	.4	Amendment to 401 Lease, dated March 1997 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (Commission File No. 1-12989)).

124

NUMBER			DOCUMENT
	10	.5	Amendment to 401 Lease, dated December 18, 1997 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (Commission File No. 1-12989)).
	10	.6	Amendment to 401 Lease, dated June 9, 1999 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (Commission File No. 1-12989)).
	10	.7	Amendment to 401 Lease, dated June 29, 2000 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-12989)).
	10	.8	Amendment to 401 Lease, dated March 31, 2006 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (Commission File No. 1-12989)).
	10	.9†*	Lease, effective January 1, 2010 and dated November 20, 2009, between SunGard and Callowhill Management, Inc. relating to SunGard’s facility at 401 North Broad Street, Philadelphia, Pennsylvania (filed with this Report).
	10	.10	October 1999 Lease by and between Russo Family Limited Partnership and SunGard (as successor to Comdisco, Inc.); Amendment to Lease Agreement, dated November 15, 2001, by and between Russo Family Limited Partnership and SunGard; and Lease Assignment and Assumption Agreement, dated November 15, 2001, between Comdisco, Inc. and SunGard (each relating to SunGard’s facility at 777 Central Boulevard, Carlstadt, New Jersey) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-12989)).
	10	.11*	Amended and Restated Lease Agreement, dated November 23, 2009, by and between Russo Family Limited Partnership, L.P. and SunGard relating to SunGard’s facility at 777 Central Boulevard, Carlstadt, New Jersey (filed with this Report).
	10	.12	August 2002 Lease Agreement between 760 Washington Avenue, L.L.C. and SunGard relating to SunGard’s facility at 760 Washington Avenue, Carlstadt, New Jersey (“760 Washington Lease”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission File No. 1-12989)).
	10	.13	Amendment to 760 Washington Lease, dated May 16, 2003 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission File No. 1-12989)).
	10	.14*	Amended and Restated Lease Agreement, dated November 23, 2009, by and between 760 Washington Avenue, L.L.C. and SunGard relating to SunGard’s facility at 760 Washington Avenue, Carlstadt, New Jersey (filed with this Report).
	10	.15	January 2005 Lease Agreement between 410 Commerce L.L.C. and SunGard relating to SunGard’s facility at 410 Commerce Boulevard, Carlstadt, New Jersey (“410 Commerce Boulevard Lease”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 1-12989)).
	10	.16*	Amendment to 410 Commerce Boulevard Lease, dated November 23, 2009 (filed with this Report).
	10	.17	Amended and Restated Credit Agreement, dated as of June 9, 2009 among SunGard Data Systems Inc. and the Overseas Borrowers party thereto as Borrowers, SunGard Holdco LLC, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (incorporated by reference to the Exhibit filed on SunGard’s Current Report on Form 8-K dated June 9, 2009 and filed June 10, 2009 (Commission File No. 1-12989)
	10	.20	Guarantee Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

125

NUMBER			DOCUMENT
	10	.21	Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.22	Intellectual Property Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.23	Credit and Security Agreement, dated as of March 27, 2009, by and among SunGard AR Financing LLC as the Borrower, the financial institutions signatory thereto from time to time as the Lenders, and General Electric Capital Corporation as a Lender, as the Swing Line Lender and as the Administrative Agent (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated March 27, 2009 and filed on April 2, 2009 (Commission File No. 1-12989)).
	10	.24	Receivables Sale Agreement, dated as of March 27, 2009, by and among each of the persons signatory thereto from time to time as Sellers, SunGard AR Financing LLC as the Buyer, and SunGard Data Systems Inc., as the Seller Agent (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated March 27, 2009 and filed on April 2, 2009 (Commission File No. 1-12989)).
	10	.25	Seller Support Agreement, dated as of March 27, 2009, by SunGard Data Systems Inc., in favor of SunGard AR Financing LLC (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated March 27, 2009 and filed on April 2, 2009 (Commission File No. 1-12989)).
	10	.26(1)	Form of Change in Control Agreement including the 30-Day Clause between SunGard Data Systems Inc. and certain key executives of SunGard Data Systems Inc., effective December 15, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated December 14, 2004 and filed on December 20, 2004).
	10	.27(1)	Form of Change in Control Agreement not including the 30-Day Clause between SunGard Data Systems Inc. and certain key executives of SunGard Data Systems Inc., effective December 15, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated December 14, 2004 and filed on December 20, 2004).
	10	.28(1)	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.29(1)	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.30(1)	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. employed by a subsidiary of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.31(1)	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland employed by a subsidiary of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

126

NUMBER			DOCUMENT
	10	.32(1)	Employment Agreement between Cristóbal Conde and SunGard Data Systems Inc., dated and effective as of August 11, 2005 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.33*(1)	Employment Agreement between Kathleen Asser Weslock and SunGard Data Systems Inc., dated and effective as of March 16, 2010 (filed with this Report).
	10	.34(1)	Employment Agreement between Eric Berg and SunGard Availability Services LP, dated and effective as of October 9, 2007 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-12989)).
	10	.35*(1)	Employment Agreement between Karen Mullane and SunGard Data Systems Inc., dated and effective as of December 29 2009 (filed with this Report).
	10	.36(1)	Employment Agreement between Gil Santos and SunGard HTE Inc. (now named SunGard Public Sector Inc.), dated and effective as of November 15, 2007 (“Santos Employment Agreement”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-12989)).
	10	.37*(1)	Amendment dated February 27, 2010 to Santos Employment Agreement (filed with this Report).
	10	.38(1)	Employment Agreement between Robert Woods and SunGard Data Systems Inc., effective as of January 1, 2010 (incorporated by reference to the Exhibits filed with SCC’s, SCCII’s and SunGard’s Current Report on Form 8-K dated December 16, 2009 and filed on December 22, 2009) (Commission File No’s. 1-12989, 000-53653 and 000-53654, respectively).
	10	.39(1)	Agreement between James L. Mann and SunGard Data Systems Inc. dated August 16, 2002 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002 (Commission File No. 1-12989)), as amended by Amendment dated as of February 25, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (Commission File No. 1-12989)).
	10	.40(1)	SunGard 2005 Management Incentive Plan as Amended May 12, 2009 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009 (Commission File No. 1-12989)).
	10	.41(1)	SunGard Dividend Rights Plan as Amended September 6, 2007 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
	10	.42(1)	Forms of Rollover Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.43(1)	Forms of Time-Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.44(1)	Forms of Performance-Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.45(1)	Forms of Time-Based Restricted Stock Unit Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
	10	.46(1)	Forms of Performance-Based Restricted Stock Unit Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
	10	.47(1)	Forms of Time-Based Class A Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).

127

NUMBER			DOCUMENT
	10	.48(1)	Forms of Performance-Based Class A Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
	10	.49(1)	Form of Amendment to the Performance Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with Schedule TO of SunGard Capital Corp. and SunGard Capital Corp. II, each filed August 13, 2009 (Commission File Nos. 5-84880 and 5-84881, respectively)).
	10	.50(1)	Form of Amendment to the Performance-Based Restricted Stock Unit Award Agreements (incorporated by reference to the Exhibits filed with Schedule TO of SunGard Capital Corp. and SunGard Capital Corp. II, each filed August 13, 2009 (Commission File Nos. 5-84880 and 5-84881, respectively)).
	10	.51(1)	Form of Amendment to the Performance-Based Class A Stock Option Award Agreements (incorporated by reference to the Exhibits filed with Schedule TO of SunGard Capital Corp. and SunGard Capital Corp. II, each filed August 13, 2009 (Commission File Nos. 5-84880 and 5-84881, respectively))
	10	.52(1)	Forms of Amendment to Senior Management Performance-Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SCC’s, SCCII’s and SunGard’s Current Report on Form 8-K dated November 30, 2009 and filed on December 3, 2009) (Commission File No’s. 1-12989, 000-53653 and 000-53654, respectively).
	10	.53(1)	Form of Amendment to Senior Management Performance-Based Class A Stock Option Award Agreement (incorporated by reference to the Exhibits filed with SCC’s, SCCII’s and SunGard’s Current Report on Form 8-K dated November 30, 2009 and filed on December 3, 2009) (Commission File No’s. 1-12989, 000-53653 and 000-53654, respectively).
	10	.54(1)	Form of Amendment to Senior Management Performance-Based Restricted Stock Unit Award Agreement (incorporated by reference to the Exhibits filed with SCC’s, SCCII’s and SunGard’s Current Report on Form 8-K dated November 30, 2009 and filed on December 3, 2009) (Commission File No’s. 1-12989, 000-53653 and 000-53654, respectively).
	10	.55(1)	Forms of 2009 Senior Management Performance-Based Restricted Stock Unit Award Agreements (incorporated by reference to the Exhibits filed with SCC’s, SCCII’s and SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No’s. 1-12989, 000-53653 and 000-53654, respectively).
	10	.56(1)	Forms of 2009 Senior Management Performance-Based Class A Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SCC’s, SCCII’s and SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No’s. 1-12989, 000-53653 and 000-53654, respectively).
	10	.57(1)	Form of 2009 Senior Management Time-Based Restricted Stock Unit Award Agreement (incorporated by reference to the Exhibits filed with SCC’s, SCCII’s and SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No’s. 1-12989, 000-53653 and 000-53654, respectively).
	10	.58(1)	Form of 2009 Senior Management Time-Based Class A Stock Option Award Agreement (incorporated by reference to the Exhibits filed with SCC’s, SCCII’s and SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 (Commission File No’s. 1-12989, 000-53653 and 000-53654, respectively).
	10	.59*(1)	Summary Description of SunGard’s Annual Executive Incentive Compensation Program (filed with this Report).
	10	.60(1)	Form of Indemnification Agreement entered into by SunGard with certain officers (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (Commission File No. 0-14232)).
	10	.61(1)	Form of Indemnification Agreement between SunGard Capital Corporation, SunGard Capital Corporation II, SunGard Holding Corporation, SunGard HoldCo LLC, SunGard Data Systems Inc. and directors and certain executive officers of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

128

NUMBER			DOCUMENT
	10	.62	Stockholders Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989))
	10	.63	Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.64	Principal Investor Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and the Principal Investors (“Principal Investor Agreement”) (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	10	.65	Amendment No. 2 to Principal Investor Agreement, dated as of January 31, 2008 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-12989)).
	10	.66	Management Agreement, dated as of August 11, 2005, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners V Inc., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
	12	.1*	Computation of Ratio of Earnings to Fixed Charges (filed with this Report).
	21	.1*	Subsidiaries of the Registrants (filed with this Report).
	23	.1*	Consent of Independent Registered Public Accounting Firm regarding SunGard’s consolidated financial statements (filed with this Report).
	31	.1*	Certification of Cristóbal Conde, Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 (filed with this Report).
	31	.2*	Certification of Robert F. Woods, Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002 (filed with this Report).
	32	.1*	Certification of Cristóbal Conde, Chief Executive Officer, required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (filed with this Report).
	32	.2*	Certification of Robert F. Woods, Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (filed with this Report).

†	Material redacted and submitted by the registrants separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.
*	Filed with this report.
(1)	Management contract or compensatory plan or arrangement.

129

EX-10.9

Exhibit 10.9

CERTAIN PORTIONS OF THIS EXHIBIT, AND OF THE EXHIBITS, ANNEXES OR SCHEDULES ATTACHED HERETO, HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY SUNGARD DATA SYSTEMS INC., SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II (COLLECTIVELY, THE “FILERS”). THE OMITTED PORTIONS ARE MARKED AS “[XXX],” ALONG WITH A FOOTNOTE INDICATING THAT THE INFORMATION HAS BEEN OMITTED PURSUANT TO SUCH REQUEST FOR CONFIDENTIAL TREATMENT. AN UNREDACTED COPY OF THIS EXHIBIT HAS BEEN SUBMITTED SEPARATELY TO THE U.S. SECURITIES AND EXCHANGE COMMISSION BY THE FILERS ON A CONFIDENTIAL BASIS AS PART OF SUCH REQUEST FOR CONFIDENTIAL TREATMENT.

EXECUTION COPY

401 NORTH BROAD STREET,

PHILADELPHIA, PENNSYLVANIA 19108

LEASE

Between

CALLOWHILL MANAGEMENT, INC., a Pennsylvania corporation, as managing agent for 440 EAST
62^ND STREET CO., L.P. , a New York limited partnership

Landlord

and

SUNGARD AVAILABILITY SERVICES LP, a Pennsylvania limited partnership

Tenant

1.	DEFINITIONS	1
A.	Alterations	1
B.	Base Operating Expense	1
C.	Base Real Estate Tax Expense	1
D.	Building	1
E.	Common Areas	31
F.	Default Rate	31
G.	Fiscal Year	32
H.	[Intentionally Omitted]	32
I.	Ground Leases	32
J.	Holidays	32
K.	Land	32
L.	Lease Commencement Date	32
M.	Lease Year	32
N.	Mortgages	32
O.	Operating Expenses	32
P.	Premises	33
Q.	[Intentionally Omitted]	33
R.	Real Estate Tax Expenses	33
S.	Rent	13
T.	Tenant’s Personal Property	14
U.	Unavoidable Delay	14
2.	TERM	14
A.	Term of Lease	24
B.	Tenant Delay	25
C.	Tender of Possession	25
D.	Declarations	25
E.	Effective Date	35
3.	CONDITION OF PREMISES	35
A.	Existing Condition	35
B.	Tenant Improvements	35
4.	RENT	36

i

A.	Base Rent	36
B.	Payment	36
C.	Late Fee	36
D.	Arbitration	36
5.	ADDITIONAL RENT	37
A.	To Cover Operating and Real Estate Tax Expenses	37
B.	Retroactive Adjustments	37
C.	Change In or Contest of Taxes	38
D.	Sales, Use or Other Taxes	38
6.	USE	38
A.	Permitted Use	38
B.	Legal and Other Restrictions of Tenant’s Use	38
7.	CARE OF PREMISES	39
8.	ALTERATIONS BY TENANT	39
A.	Making of Alterations; Landlord’s Consent	39
B.	No Liens	39
9.	EQUIPMENT	40
A.	Permitted Equipment	40
B.	Payment For Excess Utility Usage	40
C.	Noise; Vibration; Floor Load	40
10.	OWNERSHIP AND REMOVAL OF PROPERTY	40
A.	Landlord’s Property	40
B.	Removal of Property At End of Term	41
11.	LANDLORD’S ACCESS TO PREMISES	41
12.	SERVICES AND UTILITIES	41
A.	Services Provided	41
B.	Failure to Provide Services	42
C.	Conservation	42
D.	Recycling	42
13.	RULES AND REGULATIONS	43
14.	REPAIR OF DAMAGE CAUSED BY TENANT: INDEMNIFICATION	43
A.	Repairs	43
B.	Indemnification	43

ii

15.	LIMITATION ON LANDLORD LIABILITY	43
A.	Liability Standard	43
B.	Limitation on Total Liability	43
16.	FIRE AND OTHER CASUALTY	44
17.	TENANT INSURANCE	44
A.	Types of Insurance Required	44
B.	Required Provisions of Policies	45
C.	Effect of Tenant’s Activities on Insurance	45
D.	Termination Right	46
E.	Waiver
18.	CONDEMNATION	46
A.	Landlord’s Right to Terminate	46
B.	Adjustment of Rent	46
C.	Division of Award	46
19.	DEFAULT	47
A.	Default of Tenant	47
B.	Remedies Upon Default	48
C.	Liability of Tenant	48
D.	Liquidated Damages	49
E.	WaiverProperty	49
F.	Lien on Personal Property	50
G.	Right of Distress	50
H.	Right of Landlord to Cure	50
I.	Attorneys’ Fees	50
J.	Survival	50
20.	NO WAIVER	50
21.	HOLDING OVER	51
22.	SUBORDINATION	51
A.	Lease Subordinate	51
B.	Modifications to Lease	51
23.	ASSIGNMENT AND SUBLETTING	52
A.	No Transfer Without Consent	52
B.	Take-Back Rights	52

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C.	Transfer of Stock/Interests	53
D.	Expenses and Profits; Effect of Consent	53
24.	TRANSFER BY LANDLORD	53
25.	INABILITY TO PERFORM	54
26.	ESTOPPEL CERTIFICATES	54
27.	COVENANT OF QUIET ENJOYMENT	54
28.	WAIVER OF JURY TRIAL	54
29.	BROKERS	55
30.	CERTAIN RIGHTS RESERVED BY LANDLORD	55
31.	NOTICES	56
32.	MISCELLANEOUS PROVISIONS	57
A.	Benefit and Burden	57
B.	Governing Law	57
C.	No Partnership	57
D.	Delegation by Landlord	57
E.	Tenant Responsibility for Agents	57
F.	Invalidity of Particular Provisions	57
G.	Counterparts	58
H.	Entire Agreement	58
I.	Amendment	58
J.	Mortgagee’s Performance	58
K.	Limitation on Interest	58
L.	Remedies Cumulative	58
M.	Annual Financial Statements	58
33.	PARKING	58
34.	RIGHT OF FIRST OFFER	58
35.	HAZARDOUS MATERIALS	61
A.	Definition; Representation and Warranty from Tenant	61
B.	General Prohibition	61
C.	Notice	62
D.	Survival	62
36.	SIGNAGE	63
37.	RECORDATION	63

iv

38.	ADDITIONAL SURRENDER OPTION	63
39.	TELECOMMUNICATIONS AND OTHER UTILITY PROVIDERS	66
40.	CONFIDENTIAL INFORMATION	67
41.	APPROVAL	67
42.	LANDLORD’S REPRESENTATIONS	67
43.	SURRENDER OBLIGATIONS

v

401 NORTH BROAD STREET,

PHILADELPHIA, PENNSYLVANIA

LEASE

          THIS LEASE (the “Lease”) is made and entered into this 20^th day of November, 2009 (the “Effective Date”), by and between CALLOWHILL MANAGEMENT, INC., a Pennsylvania corporation as managing agent for 440 EAST 62^ND STREET CO., L.P., a New York Limited Partnership(“Landlord”), and SUNGARD AVAILABILITY SERVICES LP, a Pennsylvania Limited Partnership (“Tenant”).

          In consideration of the Rent hereinafter reserved and the agreements hereinafter set forth, Landlord and Tenant mutually agree, intending to be legally bound, as follows:

          1. DEFINITIONS.

          Except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the meanings assigned to them in this Section:

               A. Alterations. Any improvements, alterations, fixed decorations or modifications, structural or otherwise, to the Premises, the Building or the Land, as defined below, including but not limited to the installation or modification of carpeting, partitions, counters, doors, air conditioning ducts, plumbing, piping, lighting fixtures, wiring, hardware, locks, ceilings and window and wall coverings.

               B. Base Operating Expenses. Operating Expenses (including Real Estate Taxes) equal to $[XXX]* multiplied by the number of square feet of rentable area then comprising the Premises, excluding the Roof/Track Premises.

               C. Building. The building located at 401 North Broad Street, Philadelphia, Pennsylvania 19108, in which the Premises are located. Except as expressly indicated otherwise, the term “Building” shall include all portions of said building, including but not limited to the Premises and the Common Areas.

               D. Common Areas. Those areas of the Building and/or Land, as the case may be, made available by Landlord for use by Tenant in common with the Landlord, other tenants of the Building and the employees, agents and invitees of Landlord and of such other tenants.

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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               E. Comparable Buildings. Buildings in the Philadelphia, Pennsylvania market that are comparable to the Building.

               F. Consumer Price Index. The Consumer price Index for All Urban Consumers, CPI-U, published by the Bureau of Labor Statistics of the United States Department of Labor, Philadelphia-Wilmington-Atlantic City, Pa.-N.J.-Del.-Md. Area ‘All Items’ (1982-84=100), or any successor index thereto covering Philadelphia, appropriately adjusted. In the event that the Consumer Price Index is converted to a different standard reference base or otherwise revised, the determination of adjustments provided for herein shall be made with the use of such conversion factor, formula or table for converting the Consumer Price Index as may be published by the Bureau of Labor Statistics, or, if said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Prentice-Hall, Inc., or any other nationally recognized publisher of similar statistical information. If the Consumer Price Index ceases to be published, and there is no successor thereto, such other index as Landlord shall select and Tenant shall approve, such approval not to be unreasonably withheld, shall be substituted for the Consumer Price Index.

               G. Default Rate. That rate of interest which is two (2) percentage points above the annual rate of interest which is publicly announced by Bank of America or its successor entity, if applicable (“Bank of America”), from time to time as its “prime” rate of interest, irrespective of whether such rate is the lowest rate of interest charged by Bank of America to commercial borrowers. In the event that Bank of America ceases to announce such a prime rate of interest, Landlord, in Landlord’s reasonable discretion, shall designate the prime rate of interest by another bank located in the Philadelphia, Pennsylvania metropolitan area, which shall be the prime rate of interest used to calculate the Default Rate.

               H. Existing Lease. Collectively, the leases and various amendments thereto as more fully described on Exhibit A attached hereto and made a part hereof (collectively, the “Existing Lease”) pursuant to which Tenant (formerly known as SunGard Recovery Services LP) leased from Landlord, and currently occupies, the Premises. Tenant hereby ratifies and affirms the provisions of the Existing Lease.

               I. Fiscal Year. Each consecutive twelve (12) month period during the Term of this Lease that commences on January 1 and concludes on December 31 inclusive.

               J. GAAP. Generally accepted accounting principles in the United States as of the date of determination, consistently applied.

               K. Ground Leases. That certain: (i) Ground Lease dated September 3, 1959, as amended on June 10, 1963, April 19, 1978, and September 10, 1999, originally with Terminal Commerce Building of Philadelphia Inc., as landlord, expiring in 2059, and all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof (the “Existing Ground Lease”), and (ii) the Sub-Surface Agreement (as hereinafter defined), and all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof, and (iii) any ground or underlying lease of the Property or any part thereof hereafter made by Landlord and all renewals, extensions,

2

supplements, amendments, modifications, consolidations, and replacements thereof (“Future Ground Leases”).

               L. Holidays. New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Christmas Day and any other holidays designated by an executive order of the President of the United States or by Act of Congress.

               M. Inside Infrastructure. All generators, fuel storage, conduit, wiring, pipes, raised floor, interior demising walls, partitions, HVAC equipment (including ducting, piping, pumps and insulation) to the extent such HVAC equipment does not satisfy the HVAC Requirements (as hereinafter defined), and distribution systems installed or constructed by or on behalf of Tenant within the Retained Premises and servicing the Premises and by which mechanical, electrical, plumbing, sanitary, HVAC, security, life-safety and other service systems are distributed from the base Building risers, feeders, panelboards, etc. for provision of such services to the Premises. The term “HVAC Requirements” shall mean that such HVAC equipment, and the placement thereof, shall not interfere with the use of any portion of the Premises by any successor tenant of any such Premises, in Landlord’s commercially reasonable judgment, and that the same shall not interfere with there being, in all such Retained Premises, a minimum of 8 1/2 feet from the slab to the lowest level of a dropped ceiling, as reasonably determined by Landlord. Tenant shall not remove any HVAC equipment within the Retained Premises that shall satisfy the HVAC Requirements, and shall leave the same in working order.

               N. Land. The real estate that supports the Building, and all associated easements, as more particularly described on Exhibit B attached hereto. The Building and the Land on which it is built are sometimes referred to herein as the “Property”.

               O. Lease Commencement Date. January 1, 2010.

               P. Lease Year. That period of twelve (12) consecutive calendar months that commences on the Lease Commencement Date, and each consecutive twelve (12) month period thereafter. The earliest such twelve (12) month period shall be referred to as the “first Lease Year,” and each of the following Lease Years shall similarly be numbered for identification purposes.

               Q. Mortgages. All mortgages, deeds of trust and similar security instruments which may now or in the future encumber or otherwise affect the Building and/or the Land, including mortgages related to both construction and permanent financing. “Mortgagees” shall denote those persons and entities holding such mortgages, deeds of trust and similar security instruments.

               R. Operating Expenses. The sum of (I) all costs and expenses incurred by Landlord during any Fiscal Year, as defined in Subsection 1.I. above, in managing, operating and maintaining the Building and the Land, as determined by Landlord and calculated in accordance with GAAP and (II) all Real Estate Taxes. Such costs and expenses shall include, but not be limited to, the cost of water, gas, sanitary sewer, storm sewer, electricity and other utilities furnished to the Common Areas of the Building, trash removal, telephone

3

services and janitorial services and supplies furnished to the Common Areas of the Building, insurance, security services, labor costs (including social security taxes and contributions and fringe benefits) for Building employees at or below the grade of building manager, charges under maintenance and service contracts (including but not limited to chillers, boilers, elevators, window and security services), heating, ventilating and air conditioning (“HVAC”), other than HVAC provided by tenants or occupants of the Building, management fees in an amount equal to those then typically charged by landlords of Comparable Buildings (the “Market Management Fee”; provided, however, in no event shall such management fees included in Operating Expenses in respect of any Fiscal Year be less than [XXX]* ([XXX]* %) percent of gross revenues from the Building for such Fiscal Year, or exceed [XXX]* ([XXX]* %) percent of gross revenues from the Building for such Fiscal Year, regardless of what is then the Market Management Fee), business taxes, license fees, public space and vault rentals and charges, costs, charges and other assessments made by or for any entity operating a business improvement district in which the Building is located, and the cost of any equipment or services provided by Landlord in connection with the servicing, operation, maintenance, repair and protection of the Building and the Land and related exterior appurtenances (whether or not provided on the Lease Commencement Date), including, without limitation, the cost of ongoing repairs and maintenance of the façade of the Building (as distinguished from the tearing down and replacement of a significant portion of a wall, which tear down and replacement but not ongoing repairs and maintenance shall be required to be treated as a capital improvement, and which shall be so treated by Landlord as a capital improvement as provided below). Operating Expenses shall include the actual cost of capital improvements or capital expenditures otherwise includable in Operating Expenses pursuant to the provisions of this Section 1.Q. and which shall have been made by Landlord to manage, operate or maintain the Building, together with any financing charges incurred in connection therewith at the Applicable Op Ex Financing Rate (as hereinafter defined), provided that such costs shall be amortized over the useful life of the improvements, as determined in accordance with GAAP, and only the portion attributable to the Fiscal Year in question shall be included in Operating Expenses for such Fiscal Year (it being agreed that, regardless of the aggregate amount of such capital improvements or capital expenditures with respect to any Fiscal Year, the amortized amount that may be included in Operating Expenses for such Fiscal Year shall not exceed [XXX]* Dollars ($[XXX]*)). Notwithstanding anything to the contrary contained herein the term “Applicable Op Ex Financing Rate” shall mean, with respect to each capital improvement included within Operating Expenses, the lesser of (X) [XXX]* ([XXX]*%) percent per annum and (Y) the sum, expressed as a percentage, of (1) the per annum yield rate payable at the time of the performance of such capital improvement with respect to the U.S. Treasury Bill having a maturity period which is closest to the length of the useful life of such capital improvement, as determined in accordance with GAAP, plus (2) [XXX]* basis points.

               Notwithstanding the foregoing or anything to the contrary contained in this Lease, the term Operating Expenses shall not include any of the following: (i) repairs or other work occasioned by fire, windstorm or other insured casualty or a casualty intended to be

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

4

insured as provided herein, other than Allowable Deductibles maintained by Landlord, or repairs or other work occasioned by condemnation or a transfer in lieu thereof to the extent such costs are reimbursed by any award received in connection with such taking or transfer; (ii) leasing commissions, accountants’, consultants’, auditors or attorneys’ fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with other tenants or prospective tenants or other occupants, or associated with the enforcement of any other leases or the defense of Landlord’s title to or interest in the real property, the Ground Leases, or any part thereof; (iii) costs (including permit, licenses and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating space for other tenants or other occupants or vacant leasable space; (iv) rents or payments under the Ground Leases or under the Sub-Surface Agreement; (v) costs incurred due to a breach by Landlord of the terms and conditions of this Lease or any other lease in the Building; (vi) amounts paid to subsidiaries or affiliates of Landlord for services other than management on or to the Building or for supplies, utilities or other materials or services, to the extent that the costs of such services, supplies, utilities or materials exceed the reasonable costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a reasonable basis without taking into effect volume discounts or rebates offered to Landlord as a bulk purchaser; (vii) interest on debt or amortization payments on any mortgage or any other borrowings except as otherwise provided herein; (viii) any compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord; (ix) expenses resulting from the negligence or willful misconduct of Landlord other than Allowable Deductibles; (x) any fines or fees for Landlord’s late payments or failure to comply with governmental, quasi-governmental, or regulatory agencies’ rules and regulations, to the extent that the same shall not be attributable to Tenant’s failure to pay any amount due under this Lease; (xi) legal, accounting and other expenses related to Landlord’s financing, re-financing, mortgaging, ground leasing or selling the Building or the Land; (xii) costs for acquiring sculpture, decorations, painting or other objects of art in excess of amounts typically spent for such items in office buildings of comparable quality in the competitive area of the Building; (xiii) compensation and benefits of executive officers of Landlord above the level of building manager; (xiv) commissions payable to leasing brokers; (xv) capital expenditures incurred in connection with remedying violations existing on the date hereof of the applicable building code and the Americans With Disabilities Act of 1990, as amended (“ADA”) (collectively, “Existing Violations”), but only if and to the extent that the same (a) relate solely to areas of the Property that are usable by Tenant in common with other tenants of the Building, and (b) neither Tenant’s, nor any of its subtenants’ or Permitted Users’, or its or their officers, employees, agents, representatives, customers, business visitors, affiliates, agents, employees, contractors, subtenants, assignees or invitees use and occupancy of the Premises or the business conducted by any of them therein, nor their presence on the Property, has caused or created the Existing Violations; (xvi) cost of any service provided to tenants or other occupants of the Building for which Landlord is entitled to be reimbursed other than pursuant to provisions similar to the provisions herein relating to Operating Expenses; (xvii) fines or penalties incurred by Landlord due to Landlord’s failure to cure, on a timely basis, following receipt of notice thereof from the applicable governmental agency having jurisdiction, a violation of any applicable governmental law, requirement or order; (xviii) intentionally omitted; (xix) expenditures for which Landlord is reimbursed from any insurance carrier or from any tenant, including the Tenant other than pursuant to provisions similar to the provisions herein relating

5

to Operating Expenses; (xx) bad debt loss, rent loss, or reserves for either of them; (xxi) the cost of electricity furnished to leased space in the Building; (xxii) expenses of relocating or moving tenants and of leasing to and processing new tenants, including lease concessions; (xxiii) costs incurred in the removal, abatement or other treatment of asbestos or other Hazardous Materials (as hereinafter defined) present in those areas of the Building that are leasable to individual tenants (as distinguished from the Common Areas), but only if and to the extent that the same were not generated or introduced by Tenant, or any of its subtenants or Permitted Users, or its or their agents, officers, employees, contractors, agents, representatives, customers, business visitors or invitees; (xxiv) costs incurred in the removal of underground storage tanks and any soil cleanup in connection therewith; (xxv) the cost of capital expenditures or capital improvements but only if, and to the extent that, with respect to a particular Fiscal Year during the Term, the amortized portion of the cost of such capital expenditures or capital improvements that would otherwise be includable in Operating Expenses exceeds [XXX]* Dollars ($[XXX]^*) in the aggregate (with only the portion in excess of [XXX]^* Dollars ($[XXX]^*) being excluded from Operating Expenses for such Fiscal Year); (xxvi) costs associated with the operation of the business of the entity which constitutes Landlord as the same are distinguished from the costs of operation of the Building, including, without limitation, accounting and legal expenses, costs of selling, syndicating, financing, mortgaging or hypothecating Landlord’s interest in the Building, costs of any disputes between Landlord and its employees, or building managers; (xxvii) amounts paid to maintain any type of reserve fund; (xxviii) expenses for any item or service provided to another tenant of the Building and not provided to Tenant; (xxix) all costs of signs in or on the Building identifying exclusively the owner or manager of the Building; (xxx) charitable and political contributions made by Landlord, and dues paid to any professional lobbying organization; (xxxi) any profits received by Landlord because the aggregate proportionate shares of Operating Expenses of all tenants in the Building exceed a number greater than one hundred percent (100%); (xxxii) costs of purchasing any air or development rights for expansion of the Building; (xxxiii) costs incurred in connection with the sale or transfer of Landlord’s interest in the Building or Land; (xxxiv) overtime costs incurred as a result of another tenant or occupant in the Building to the extent that Landlord is entitled to be reimbursed for the same other than pursuant to provisions similar to the provisions hereof relating to Operating Expenses; (xxxv) any cost or expense exclusively for retail space in the Building; (xxxvi) capital expenditures incurred in connection with constructing additional tenantable areas at the Building or in converting the classification of the Building (i.e., converting it from the current classification to a class-A office building) or otherwise improving the Building’s value without contributing to proper operation, management or maintenance, as each are distinguished from capital expenditures incurred in managing, operating and maintaining the Building in its current high quality; (xxxvii) capital expenditures incurred in connection with any replacement of the Dedicated Elevators (but only for so long as such Dedicated Elevators shall remain dedicated for Tenant’s exclusive use and access, as provided in Section 12.G. below); (xxxviii) Landlord’s general overhead and administrative costs and expenses not directly related to the operation of the Land and Building, and (xxiv) management fees in excess of [XXX]^* ([XXX]^*%) of gross revenues from the Land or Building per annum and rent in excess of the fair market rental value of any management

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

6

office (not to exceed 2,000 rentable square feet) in the Building. Notwithstanding anything to the contrary contained herein, with respect to any insurance carried by Landlord hereunder, the premium for which is included in Operating Expenses, the same shall not, without Landlord having obtained Tenant’s prior consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned, have a deductible in excess of $1,000,000 (as the same may be increased to reflect deductible amounts typically carried by landlords of Comparable Buildings) (an “Allowable Deductible”).

               In the event that, during any Fiscal Year or portion thereof during the Term, Landlord shall furnish any utility or service which is included in the definition of Operating Expenses to less than [XXX]*percent ([XXX]^*%) of the rentable area of the Building then the Operating Expenses for such Fiscal Year which vary with occupancy shall be increased to equal the total expenses that would have been incurred if [XXX]^* percent ([XXX]^*%) of the rentable area of the Building had been occupied for the entire Fiscal Year. In no event shall Landlord be entitled to receive from Tenant and any other tenants in the Building an aggregate amount in excess of actual Operating Expenses as a result of the foregoing provisions and Landlord shall not recover any items of cost more than once. In the event Landlord “grosses up” any item of Operating Expenses as provided herein, Landlord’s statement of Operating Expenses provided in accordance with Section 5.B. below shall include the “grossed up” figures set forth in reasonable detail showing Landlord’s calculation of the gross up, including the vacancy and others factors relevant thereto.

               S. Outside Infrastructure. Only to the extent that the same are not located within any portion of the Retained Premises, generators, fuel storage, conduit, wiring, pipes and HVAC equipment installed or constructed by or on behalf of Tenant wherever located on the Property but outside of the Retained Premises, and any equipment installed by or on behalf of Tenant on any portion of the roof of the Building (it being agreed that the items listed on Exhibit E attached hereto qualify as Outside Infrastructure and in no event shall Tenant be required to remove same and/or restore the Property with respect to any item of Outside Infrastructure listed on Exhibit E, nor shall Tenant remove the same).

               T. Premises. 579,360 square feet of rentable area, as mutually agreed to by Landlord and Tenant, on the Mezzanine, 1^st Floor Lobby (as hereinafter defined), 5^th, 6^th, 7^th, 8^th, 9^th, 10^th, 11^th floors of the Building, as shown by hatching on the floor plans attached hereto as Exhibit C, consisting initially of (I) 562,928 square feet of rentable area, as mutually agreed to by Landlord and Tenant, on the Mezzanine, 1^st Floor Lobby, 6^th, 7^th, 8^th, 9^th, 10^th, 11^th floors of the Building (the “Retained Premises”) which shall not be subject to measurement; and (II) the area on the 9^th floor, shown on Exhibit C as the surrendered premises (the “Initial Surrendered Premises”) consisting of 16,432 square feet of rentable area, as mutually agreed to by Landlord and Tenant. In addition, although not included in the number of square feet of rentable area referred to above, the Premises shall include the Roof/Track Premises (as hereinafter defined). At such time as Tenant shall lease additional premises in the Building as provided herein or otherwise, or shall duly and validly surrender

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

7

any portion of the Premises, as provided in this Lease, including the Initial Surrendered Premises, the number of rentable square feet in the Premises shall be modified accordingly, and (i) the Base Rent shall be adjusted to account for such change in the number of rentable square feet comprising the Premises and (ii) Tenant’s Share shall be adjusted to account for such change in the number of rentable square feet comprising the Premises. If Tenant shall, now or hereafter lease the entirety of a floor(s) of the Building, the Premises shall include the common corridors and restrooms on such floor(s).

               U. Removal Property. All Alterations, including Tenant Common Alterations, Tenant’s Personal Property, fixtures, installations, equipment, Inside Infrastructure (other than HVAC equipment that shall satisfy the HVAC Requirements), or other property heretofore or hereafter installed by or on behalf of Tenant or that Tenant caused to be located in the Premises, the Building or the Land. Notwithstanding the foregoing, Tenant shall not be required to remove and/or restore the Premises with respect to the Mezzanine Staircase and the Mezzanine Elevator (each as defined in Exhibit E), and HVAC equipment that shall satisfy the HVAC Requirements.

               V. Roof/Track Premises. 21,000 square feet of rentable area on the roof, and [1,000] square feet of rentable area on the track level, each as mutually agreed to by Landlord and Tenant, and as depicted by cross-hatching on Exhibit C-1 attached hereto (with the roof portion being referred to as the “Roof Premises” and the track portion being referred to as the “Track Premises”).

               W. Real Estate Taxes. All taxes and assessments, general or special, ordinary or extraordinary, and foreseen or unforeseen, that are assessed, levied or imposed upon the Building and/or the Land during the Term or, if levied or assessed prior to or after the Term, which properly are allocable to the Term, under any current or future taxation or assessment system or modification of, or supplement or substitute for, such system, whether or not based on or measured by the receipts or revenues from the Building or the Land (including all taxes and assessments for public improvements or any other purpose and any similar taxes). Notwithstanding the foregoing, Real Estate Taxes shall specifically exclude net income taxes assessed against the Landlord or the owner of the Land, franchise taxes, estate taxes, sales taxes (except that such exclusion shall not result in any paid sales taxes being excluded from other Operating Expenses), corporate income taxes, capital stock taxes, employment benefit taxes, social security taxes, worker’s compensation taxes, capital levy, succession, inheritance, net income or profit tax or capital levy that is or may be imposed upon Landlord or the owner of the Land, including the gross receipts portions of the Philadelphia Business Privilege Tax or transfer taxes payable by the Landlord or the owner of the Land, corporate franchises, capital stock, loans and bonus taxes imposed upon any owner or ground lessee of the Land, any late fees, penalties or interest with respect to the payment of any Real Estate Taxes to the extent that the same shall not be attributable to Tenant’s failure to pay any amount due under this Lease, and any income, profits or revenue tax, assessment or charge imposed upon Rent as such may be payable by the Tenant. Subject to the terms of this Lease, Real Estate Taxes also shall include all reasonable expenses incurred by Landlord in obtaining or attempting to obtain, in good faith, a reduction of any such taxes, rates or assessments, including but not limited to reasonable, actually incurred legal fees, but shall not include any taxes on Tenant’s Personal Property or other tenants’ personal property, which taxes are the sole obligation of each tenant.

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Notwithstanding anything to the contrary contained herein, if at any time the methods of taxation prevailing on the date hereof shall be altered so that in lieu of or as an addition to the whole or any part of Real Estate Taxes, there shall be assessed, levied or imposed (1) a tax, assessment, levy, imposition or charge based on the gross receipts (except as such relates to the gross receipts portions of the Philadelphia Business Privilege Tax), income or rents received from the Building and the Land whether or not wholly or partially as a capital levy or otherwise, (2) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Building and the Land and imposed upon Landlord, (3) a license fee measured by the rents, or (4) any other tax, assessment, levy, imposition, charge or license fee however described or imposed, then all such taxes, assessments, levies, impositions, charges or license fees or the part thereof so measured or based shall be deemed to be Real Estate Taxes provided that they are assessed against real property or the owners of real property as a class.

               X. Rent. All Base Rent and Additional Rent.

                    (1) Base Rent. The amount payable by Tenant pursuant to Subsection 4.A. below.

                    (2) Additional Rent. All sums of money payable by Tenant pursuant to this Lease other than Base Rent, including, but not limited to, Tenant’s Operating Expenses Payment, late charges and charges for after hours services.

               Y. Sub-Surface Agreement. That certain agreement dated March 1, 1978, as amended on June 18, 2008, initially by and between Andrew L. Lewis, Jr. and Joseph Castle, as Trustees of Reading Company, predecessor-in-interest to Anthony Horwath, Sr., John Sheridan, Joseph Gabor and Ann Gabor, as lessor, and 401 North Corporation, predecessor-in-interest to Landlord, as lessee, as renewed or amended from time to time.

               Z. Tenant’s Personal Property. All equipment, improvements, machinery, furnishings, trade fixtures, servers and/or other personal property now or hereafter installed or placed in or on the Premises by and at the sole expense of Tenant or with Tenant’s permission (other than any property of Landlord), with respect to which Tenant has not been granted any credit or allowance by Landlord (whether under the Existing Lease or this Lease), and which: (i) is removable without damage to the Premises, the Building and the Land (or, in the event that the removal of the same would cause damage, Tenant shall, at its expense, repair all such damage following such removal), and (ii) is not a replacement of any property of Landlord, whether such replacement is made at Tenant’s expense or otherwise.

               AA. Tenant’s Restoration Obligations. The obligation of Tenant, upon the removal by Tenant of any Removal Property, Outside Infrastructure (if applicable and excluding the items listed on Exhibit E, all of which Outside Infrastructure shall remain and shall be left in working order on the date it is surrendered), Tenant Common Alterations or other property, to repair, in a good and workmanlike manner, all damage to the Premises, Building and/or Land caused by the removal of the same, including, without limitation, patching holes caused by core drilling and removal of staircases (other than the Mezzanine Staircase and Mezzanine Elevator, which may remain in the Building as provided in Section 1.T. above) and replacing portions of the floor removed to accommodate such staircases.

9

               BB. Unavoidable Delay. Any delays in the performance of a party’s obligations under this Lease, other than the obligation to pay sums due hereunder, due to strikes, labor disputes, slow downs, job actions, picketing, secondary boycotts, shortages or unavailability of material and/or supplies, labor or energy, acts of God, governmental restrictions, actions or inactions, enemy action, acts of terrorism, civil commotion, public disorder, or riot, fire, unavoidable casualty, general delays in transportation or any other causes beyond the reasonable control of such party.

          2. TERM.

               A. Term of Lease. The term of this Lease (the “Term”) is fifteen (15) years and shall commence on the Lease Commencement Date, and shall terminate at midnight on December 31, 2024, or such earlier date on which this Lease is terminated pursuant to the provisions hereof (the “Lease Expiration Date” or “Expiration Date”). Subject to the terms and conditions contained herein, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord for the Term. In addition, Landlord grants to Tenant the right to use, on a non-exclusive basis and in common with other tenants, the Common Areas. The “Initial Term” shall mean the initial fifteen (15) year Term, without regard to any renewal or extension thereof.

               B. Declarations. If requested by the other at any time during the Term, Landlord and Tenant promptly will execute a declaration in the form attached hereto as Exhibit D, to the extent that the information thereon is true and correct.

               C. Existing Lease. Except as expressly set forth herein, upon the Lease Commencement Date, this Lease shall govern the obligations between the parties and the terms of the Existing Lease shall thereafter become null and void and of no further force or effect except that nothing herein contained shall be deemed to constitute a release or discharge of Landlord or Tenant from: (a) any obligation or liability heretofore or hereafter accrued or incurred under the Existing Lease, or any lease or occupancy agreement between Tenant and Landlord and outstanding and unsatisfied on the Lease Commencement Date (including, without limitation, any deficiency in Tenant’s obligation to pay tax payments and/or operating expense payments or Landlord’s obligation to reimburse Tenant for any overpayment of tax payments, operating expenses and/or any other item of additional rent), or (b) any obligation or liability in respect of a third party (under the insurance and indemnification provisions of this Lease or otherwise) arising prior to the Lease Commencement Date (even though any action or proceeding may be brought after the Lease Commencement Date).

               D. Renewal.

                    (1) Provided, and on the condition that, at the time of the exercise of such right and immediately prior to the Renewal Term Commencement Date (as hereinafter defined), no Default shall have occurred and be continuing hereunder, Tenant shall have the right (the “Renewal Option”) to renew the Term for all of the Premises for one renewal term of five (5) years (the “Renewal Term”) commencing on January 1, 2025 (the “Renewal Term Commencement Date”) and ending on December 31, 2029, unless the Renewal Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. If Tenant is

10

desirous of exercising the Renewal Option, Tenant shall give Landlord written notice not later than July 31, 2023, of Tenant’s exercise of the Renewal Option (“Tenant’s Renewal Notice”), it being agreed that time is of the essence with respect to the giving of Tenant’s Renewal Notice. The annual Base Rent payable during the Renewal Term shall be equal to the greater of (a) the annual Fair Market Rental Rate (as hereinafter defined) as of the Renewal Term Commencement Date and (b) the annual Base Rent then in effect at the expiration of the Initial Term of this Lease (without giving effect to any abatements which shall then be in effect due to fire or casualty, condemnation or the failure of an Essential Service (as hereinafter defined)).

                         The Renewal Term shall be upon all of the agreements, terms, covenants and conditions of this Lease, except that (x) the Base Rent shall be determined as provided below, and (y) Tenant shall have no further right to renew the Term. Upon the commencement of the Renewal Term, (1) the Renewal Term shall be added to and become part of the Term, (2) any reference to “this Lease”, to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the Renewal Term, and (3) the expiration of the Renewal Term shall become the Lease Expiration Date. Any termination, cancellation or surrender of the entire interest of Tenant under this Lease (other than a Permitted Transfer, as such term is hereinafter defined) at any time during the Term shall terminate any right of renewal of Tenant hereunder.

                    (2) Within twenty (20) days after receipt of Tenant’s Renewal Notice, Landlord shall advise Tenant in writing of Landlord’s initial determination of the then Fair Market Rental Rate for the Premises (“Landlord’s Initial Determination”). If Tenant shall dispute Landlord’s Initial Determination then Tenant may either (i) irrevocably rescind the Tenant’s Renewal Notice (the “Rescission Option”) by providing Landlord with notice of such rescission not later than twenty (20) days after receipt of Landlord’s Initial Determination or (ii) within such 20-day period, advise Landlord, in writing of Tenant’s initial determination of the then Fair Market Rental Rate for the Premises (“Tenant’s Initial Determination”), in which event Landlord and Tenant shall, during the 30 day period subsequent to Landlord’s receipt of Tenant’s Initial Determination (the “Negotiation Period”), negotiate, in good faith, the Fair Market Rental Rate. In the event that, within twenty (20) days after receipt of Landlord’s Initial Determination, Tenant shall neither exercise the Rescission Option, nor deliver Tenant’s Initial Determination, then Tenant shall be deemed to have irrevocably exercised Tenant’s Rescission Option. In the event that Tenant shall have elected to deliver Tenant’s Initial Determination, Tenant shall again have the option of exercising the Rescission Option by providing Landlord with notice of such rescission not later than the 15th day immediately following the expiration of the Negotiation Period (the “Outside Rescission Date”) time being of the essence with respect to the giving of such notice (the “Outside Rescission Option”), in which event the Lease shall expire and be of no further force or effect upon the Expiration Date. If Tenant shall not have duly and timely exercised the Outside Rescission Option on or before the Outside Rescission Date, and if the Fair Market Rental Rate shall not have been determined by Landlord and Tenant as of the expiration of the Negotiation Period, then such dispute shall be resolved by arbitration as provided in Subsection 2.D(3). In the event that Base Rent payable during the Renewal Term is not determined prior to the Renewal Term Commencement Date, Tenant shall pay Base Rent in an amount equal to the Base Rent payable for the Premises as of the Expiration Date. Upon final determination of the Base Rent for the Renewal Term, Tenant shall commence paying Base

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Rent as so determined, and within thirty (30) days after such determination Tenant shall pay any deficiency in prior payments of Base Rent. “Fair Market Rental Rate” shall mean the fair market annual rental value of the Premises as of the Renewal Term Commencement Date for a term equal to the Renewal Term, based on comparable space in the Building, or on comparable space in Comparable Buildings, taking into account (i) all of Landlord’s services provided for in this Lease, and with (ii) all Inside Infrastructure and Outside Infrastructure and improvements to the Premises and the Building, which were paid for and installed by Tenant either during or prior to the Term, and any base building upgrades paid for by Tenant, (iii) the Base Operating Expense being equal to $[XXX]* multiplied by the number of square feet of rentable area then comprising the Premises, excluding the Roof/Track Premises, (iv) Landlord will not be required to perform any work, improvements, alterations or decorations in order to prepare the premises for occupancy in connection with such leasing and will not be required to provide any improvement or refurbishment allowance, (v) no free rent period or other concessions will be afforded in connection with such leasing, (vi) the Fair Market Rental Rate shall reflect only the actual brokerage commission, if any, payable by Landlord to a third party broker in connection with renewing the lease, as the case may be, pursuant to a separate agreement between Landlord and such broker in effect as of the date of the Lease (but in the event that any such broker shall be related to Landlord, in no event shall any commission in excess of a market rate commission be considered in determining Fair Market Rental Rate); (vii) with respect to the Renewal Term, there shall be no down time during which a tenant shall not be paying rent between the expiration of the current term of this Lease and the commencement of the Renewal Term, (viii) the quality of Tenant’s credit, (ix) the leasing will be made as an arm’s length transaction, (x) Tenant shall have no relocation expenses or disruption of its operation by virtue of having to move, and (xi) all other relevant factors, including without limitation, concessions typical in the marketplace but only for lease renewals.

                    (3) If Tenant shall not have duly and timely exercised the Outside Rescission Option on or before the Outside Rescission Date, and if Fair Market Rental Rate shall not have been agreed upon by Landlord and Tenant as of the expiration of the Negotiation Period, the Fair Market Rental Rate shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided. Landlord and Tenant may revise, respectively, Landlord’s Initial Determination and Tenant’s Initial Determination (such revised determinations being referred to respectively as “Landlord’s Determination” and “Tenant’s Determination”). Landlord’s Determination and Tenant’s Determination shall each be submitted to the arbitrators. The sole obligation of the arbitrators is to select which of Landlord’s Determination or Tenant’s Determination most closely resembles the Fair Market Rental Rate. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or otherwise, the written decision of a majority of three arbitrators chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within ten (10) days following the Outside Rescission Date and, unless such two arbitrators shall have reached a unanimous decision within twenty (20) days after their designation, they shall so notify the President of the Philadelphia Board of

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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Realtors (or such organization as may succeed to said Philadelphia Board of Realtors) and request that an impartial third arbitrator be selected to determine Fair Market Rental Rate. Each of the arbitrators shall have at least 10 years relevant experience and shall be an office building owner, an appraiser or a broker familiar with similar types of properties in the Philadelphia, Pennsylvania market who is familiar with the fair market value of comparable space in the Philadelphia, Pennsylvania metropolitan area. Such third arbitrator and the first two chosen shall, subject to the commercial arbitration rules of the American Arbitration Association, hear the parties and their evidence and render their decision within twenty (20) days following the conclusion of such hearing by selecting which of Landlord’s Determination or Tenant’s Determination most closely resembles the Fair Market Rental Rate, and notify Landlord and Tenant thereof, which determination shall be binding and conclusive upon Landlord and Tenant. Landlord and Tenant shall each bear the expense of the arbitrator it selects and shall equally share the expense of the third arbitrator, if any. Promptly following the determination of the Fair Market Rental Rate, the parties shall enter into an amendment to this Lease evidencing the extension of the Term for the Renewal Term and confirming the Base Rent for the Renewal Term, but the failure of the parties to do so shall not affect the effectiveness of the exercise of the Renewal Option or the determination of Base Rent for the Renewal Term.

                    (4) In the event of a failure, refusal or inability of any arbitrator to act, his or her successor shall be appointed by him or her, but in the case of the third arbitrator, his or her successor shall be appointed in the same manner as that set forth herein with respect to the appointment of the original third arbitrator.

          3. CONDITION OF PREMISES; SURRENDER OF INITIAL SURRENDERED PREMISES.

               A. Existing Condition. Subject to the terms of this Lease, Tenant hereby accepts the Premises and the Property in their condition existing as of the date this Lease is executed by Landlord and Tenant, subject to all applicable federal, state and local laws, ordinances, regulations and permits governing the use of the Premises, the Building’s certificate of occupancy, if any, any applicable conditional use permits or variances, any easements, covenants or restrictions affecting the use of the Premises or the Building and any condition heretofore or hereafter created by or on behalf of Tenant. Except as expressly set forth herein, neither Landlord nor Landlord’s agents has made any representation or warranty as to the present or future suitability of the Premises, or the Property for the conduct of Tenant’s business. Tenant expressly acknowledges and agrees that Tenant is fully familiar with the condition of the Premises and the Property as Tenant has been in occupancy of the same for many years, and Tenant hereby accepts the Premises in its as is, where is condition, with all faults, on the Lease Commencement Date. Other than as expressly set forth herein, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the Premises for Tenant’s occupancy or continued occupancy thereof.

               B. Surrender of Initial Surrendered Premises.

                    (1) On the Initial Surrender Date, as hereinafter defined, and on the condition that the Tenant shall not be in default beyond any applicable grace or cure

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period in its obligations under this Lease, Tenant shall be entitled to surrender to Landlord, and Landlord shall accept the surrender of, the Lease in respect of the Initial Surrendered Premises and the term and estate thereby granted, together with the Initial Surrendered Premises thereby demised, to the intent and purpose that the estate of Tenant in and to the Initial Surrendered Premises shall be wholly extinguished and that the term of the Lease in respect of the Initial Surrendered Premises shall expire on the Initial Surrender Date in the same manner and with the same effect as if such date were the date set forth in the Lease for the expiration of the Term thereof in respect of the Initial Surrendered Premises, but this Lease shall remain in full force and effect with respect to the Retained Premises. All Base Rent, Additional Rent and other amounts payable under the Lease in respect of the Initial Surrendered Premises shall be apportioned as of the Initial Surrender Date. The “Initial Surrender Date” shall mean a date occurring not earlier than January 1, 2010, and not later than June 30, 2010, as designated by Tenant in a notice (the “Initial Date Notice”) from Tenant to Landlord received by Landlord no later than 60 days prior to the date for surrender set forth in such Initial Date Notice.

                    (2) On or before the Initial Surrender Date, time being of the essence with respect to such date, Tenant shall, at Tenant’s sole cost and expense, remove all of Tenant’s Personal Property, trade fixtures and business equipment from the Initial Surrendered Premises and repair, in a good and workmanlike manner, all damage to the Premises, Building and/or Land caused by the removal of any of the Tenant’s Personal Property, trade fixtures and business equipment from the Initial Surrendered Premises (it being agreed that the HVAC system serving the Initial Surrendered Premises, and all associated piping and duct work (the “Initial Surrendered Premises HVAC”), shall not be required to be, nor shall it be, removed by Tenant) and vacate the Initial Surrendered Premises and deliver vacant possession thereof to Landlord in broom clean condition. Upon Tenant’s surrender of the Initial Surrendered Premises, Tenant shall, upon Landlord’s request, furnish (x) chilled water in order that the Initial Surrendered Premises HVAC shall continue providing HVAC service to the Initial Surrendered Premises, and (y) electricity, in order that the electric system theretofore servicing the Initial Surrendered Premises shall continue providing electricity to the Initial Surrendered Premises. In connection therewith, Tenant shall install submeters to measure the actual consumption of chilled water and/or electricity, as the case may be. So long as Landlord requests and obtains chilled water and/or electricity as aforesaid, Landlord shall pay, on a monthly basis, (I) for the consumption of chilled water necessary to cool the Initial Surrendered Premises using the Initial Surrendered Premises HVAC, as measured by such submeter, at Tenant’s actual cost, plus a monthly amount for depreciation of the Air Handler Units at the Applicable Op Ex Financing Rate based upon [XXX]*% of the residual value of the same as of the Initial Surrender Date, and (II) for the consumption of electricity, as measured by such submeter, at Tenant’s actual cost. All Outside Infrastructure shall be left in working order as of the Initial Surrender Date.

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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                    (3) Landlord shall accept the surrender of the Initial Surrendered Premises as of the Initial Surrender Date and in consideration of such surrender by Tenant and of the acceptance of such surrender by Landlord, Tenant and Landlord do hereby mutually release each other, their respective successors and assigns of and from any and all claims, damages, obligations, liabilities, actions and causes of action, of every kind and nature whatsoever arising under or in connection with this Lease in respect of the Initial Surrendered Premises from and after the Initial Surrender Date, except that nothing herein contained shall be deemed to constitute a release or discharge of Landlord or Tenant with respect to any obligation or liability in respect of the Initial Surrendered Premises (a) accruing under the Existing Lease or this Lease through the Initial Surrender Date, and outstanding and unsatisfied on the Initial Surrender Date (including, without limitation, any deficiency in Tenant’s obligation to pay tax payments and/or operating expense payments or Landlord’s obligation to reimburse Tenant for any overpayment of tax payments, operating expenses and/or any other item of Additional Rent relating to the Initial Surrendered Premises), or (b) to a third party (under the insurance and indemnification provisions of the Existing Lease or this Lease) arising prior to the Initial Surrender Date (even though any action or proceeding may be brought after the Initial Surrender Date).

                    (4) If Tenant shall fail to surrender the Initial Surrendered Premises as aforesaid, then, Tenant shall continue to be responsible for all obligations under this Lease in respect of the Initial Surrendered Premises through the date of actual surrender, and, in addition thereto, Tenant shall be deemed to be a holdover in respect of the Initial Surrendered Premises and be subject to all of Landlord’s rights and remedies set forth in this Lease as if such rights and remedies applied separately to the Initial Surrendered Premises, and Landlord may pursue against Tenant any and all remedies available to it as landlord under this Lease or otherwise, at law or in equity, separately in respect of the Initial Surrendered Premises.

                    (5) As of the day following the Initial Surrender Date, provided that Tenant shall have vacated the Initial Surrendered Premises as provided herein, this Lease shall be modified as follows:

                         (a) Tenant shall no longer be obligated to pay Base Rent or Additional Rent for the Initial Surrendered Premises for the period commencing on the Initial Surrender Date and ending on the Expiration Date;

                         (b) The number of square feet of rentable area comprising the Premises shall be reduced by the number of square feet of rentable area comprising the Initial Surrendered Premises and Tenant’s Share (as hereinafter defined) shall be adjusted in accordance with the number of square feet comprising the Initial Surrender Premises; and

                         (c) “Premises” shall be deemed to mean the Retained Premises and the Roof/Track Premises.

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                    (6) Landlord and Tenant shall promptly prepare, execute and file such returns, affidavits and other documentation, if any, as may be required in connection with any real property transfer tax that may become, or may be asserted to be or become due, owing or imposed in connection with the surrender of the Initial Surrendered Premises at any time by the City of Philadelphia or the State of Pennsylvania or any agency or instrumentality of such City or State (with Tenant being solely responsible for the payment of any such real property transfer tax, if any). The provisions of this Subsection 3.B(6) shall survive the surrender of the Initial Surrendered Premises.

          4. RENT.

          From and after the Lease Commencement Date, Tenant shall pay to Landlord such Base Rent and Additional Rent as are set forth in this Section 4 and in Section 5 below.

               A. Base Rent. Tenant shall pay annual base rent (“Base Rent”) for the Premises in equal monthly installments (“Monthly Base Rent”), in advance, without demand or offset (other than as expressly set forth herein), on the first day of each calendar month during the Term in accordance with the following schedules.

                    1. ALL PREMISES (INCLUDING RETAINED PREMISES AND INITIAL SURRENDERED PREMISES BUT EXCLUDING ROOF/TRACK PREMISES):

                         As of the Lease Commencement Date, Base Rent in respect of the Premises (including the Retained Premises and the Initial Surrendered Premises, but excluding the Roof/Track Premises) shall be $[XXX]* per rentable square foot for each rentable square foot comprising the Premises.

                         Such Base Rent shall be adjusted on the anniversary of each Lease Year by comparing the “Base Rent Index” to the Maximum Base Rent shown on the “Maximum Base Rent Schedule”. On the anniversary of each Lease Year, the Base Rent shall be the lesser of the Maximum Base Rent indicated in the Maximum Base Rent Schedule and the Base Rent Index calculated for that Lease Year but in no event shall the annual Base Rent for any Lease Year be less than the annual Base Rent payable therefor during the prior Lease Year (without giving effect to any abatements which shall then be in effect due to fire or casualty, condemnation or the failure of an Essential Service). For purposes hereof: (a) the “Base Rent Index” for the first Lease Year shall be $[XXX]^* per rentable square foot and shall be increased on the first day of each Lease Year thereafter so that it equals (x) $[XXX]^* plus (y) $[XXX]^* multiplied by [XXX]^*% of the percentage increase in the Consumer Price Index from October 1, 2009, to October 1 of the Lease Year immediately preceding the Lease Year in question, and (b) the “Maximum Base Rent Schedule” is as follows:

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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Lease Year	Maximum Base Rent
Year 1:	$	[XXX]*
Year 2:	$	[XXX]*
Year 3:	$	[XXX]*
Year 4:	$	[XXX]*
Year 5:	$	[XXX]*
Year 6:	$	[XXX]*
Year 7:	$	[XXX]*
Year 8:	$	[XXX]*
Year 9:	$	[XXX]*
Year 10:	$	[XXX]*
Year 11:	$	[XXX]*
Year 12:	$	[XXX]*
Year 13:	$	[XXX]*
Year 14:	$	[XXX]*
Year 15:	$	[XXX]*

                         By way of example, assume that the Consumer Price Index on October 1, 2009, is 100. If, on October 1 preceding Lease Year 2, the Consumer Price Index is 105, then the Base Rent Index with respect to Lease Year 2 would be (x) $[XXX]^* plus (y) $[XXX]^* multiplied by [XXX]^*% (which is [XXX]^*% of the 5% of the increase between 100 and 105) which equals $[XXX]^*), thus the Base Rent Index for Lease Year 2 would be $[XXX]^* ($[XXX]^* plus $[XXX]^*). As the Maximum Base Rent shown on the Maximum Base Rent Schedule for Lease Year 2 is $[XXX]^*, which is less than the Base Rent Index, then the Base Rent for Lease Year 2 is equal to the Maximum Base Rent shown on the Maximum Base Rent Schedule (i.e., the lesser of the Base Rent Index ($[XXX]^*) and the Maximum Base Rent shown on the Maximum Base Rent Schedule ($[XXX]^*)). If, instead, on October 1 preceding Lease Year 2, the Consumer Price Index is 101, then the Base Rent Index with respect to Lease Year 2 would be (x) $[XXX]^* plus (y) $[XXX]^* multiplied by [XXX]^*% (which is [XXX]^*% of the 1% increase between 100 and 101) which equals $[XXX]^*), thus the Base Rent Index for Lease Year 2 would be $[XXX]^* ($[XXX]^* plus $[XXX]^*). As the Maximum Base Rent shown on the Maximum Base Rent Schedule for Lease Year 2 is $[XXX]^*, which is greater than the Base Rent Index, the Base Rent for Lease Year 2 would be equal to $[XXX]^* (i.e., the lesser of the Base Rent Index ($[XXX]^*) and the Maximum Base Rent shown on the Maximum Base Rent Schedule ($[XXX]^*)). If, on October 1 preceding Lease Year 3, the Consumer Price Index fell to 101 after having been 105 on the October 1 preceding Lease Year 2, then the Base Rent Index with respect to Lease Year 3 would be (x) $[XXX]^* plus (y) $[XXX]^* multiplied by [XXX]^*% (which is [XXX]^*% of the 1% increase between 100 and 101) which equals $[XXX]^*), thus the Base Rent Index for Lease Year 3 would be $[XXX]^* ($[XXX]^* plus $[XXX]^*). The Maximum Rent shown on the Maximum Base Rent Schedule for Lease Year 3 is $[XXX]^*. However, in light of the fact that the Base Rent in any Lease Year cannot be less than the annual Base Rent payable during the prior Lease Year, the Base Rent for Lease Year 3 would be remain $[XXX]^*

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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(rather than being $[XXX]* the lesser of the Base Rent Index and the Maximum Rent shown on the Maximum Base Rent Schedule).

                         If, on October 1 preceding Lease Year 11, the Consumer Price Index is 120, then the Base Rent Index with respect to Lease Year 11 would be: (x) $[XXX]^* plus (y) $[XXX]^* multiplied by [XXX]^*% (which is [XXX]^*% of the 20% increase between 100 and 120) which equals $[XXX]^*), thus the Base Rent Index for Lease Year 11 would be $[XXX]^* ($[XXX]^* plus $[XXX]^*). As the Maximum Base Rent shown on the Maximum Base Rent Schedule for Lease Year 11 is $[XXX]^*, which is greater than the Base Rent Index, then the Base Rent for Lease Year 11 would be equal to the Base Rent Index (i.e., the lesser of the Base Rent Index ($[XXX]^*) and the Maximum Base Rent shown on the Maximum Base Rent Schedule ($[XXX]^*)). If, instead, on October 1 preceding Lease Year 11, the Consumer Price Index is 150, then the Base Rent Index with respect to Lease Year 11 would be (x) $[XXX]^* plus (y) $[XXX]^* multiplied by [XXX]^*% (which is [XXX]^*% of the 50% increase between 100 and 150) which equals $[XXX]^*), thus the Base Rent Index for Lease Year 11 would be $[XXX]^* ($[XXX]^* plus $[XXX]^*). As the Maximum Base Rent shown on the Maximum Base Rent Schedule for Lease Year 11 is $[XXX]^*, which is less than the Base Rent Index, the Base Rent for Lease Year 11 would be equal to $[XXX]^* (i.e., the lesser of the Base Rent Index ($[XXX]^*) and the Maximum Base Rent shown on the Maximum Base Rent Schedule ($[XXX]^*)).

                         Each Lease Year the Base Rent Index will continue to increase at [XXX]^*% of the increase in the Consumer Price Index from the Consumer Price Index for October 1, 2009. The Base Rent Index adjustments shall not be impacted by the Maximum Base Rent Schedule. The Base Rent for any given Lease Year shall always be the lesser of the two figures. Notwithstanding the foregoing, in no event shall the annual Base Rent for any Lease Year be less than the annual Base Rent payable therefor during the prior Lease Year (without giving effect to any abatements which shall then be in effect due to fire or casualty, condemnation or the failure of an Essential Service).

                    2. ROOF/TRACK PREMISES: As of the Lease Commencement Date, Base Rent in respect of the Roof/Track Premises shall be $[XXX]^* per annum, payable in equal monthly installments of $[XXX]^*. From and after the anniversary of the first Lease Year, such Base Rent with respect to the Roof/Track Premises shall be adjusted on the anniversary of each Lease Year to the lesser of (x) the Base Rent with respect to the Roof/Track Premises payable by Tenant for the prior Lease Year increased by the percentage increase in the Consumer Price Index between October 1 of such prior Lease Year from that in effect on the immediately preceding October 1st, and (y) [XXX]^*% multiplied by the Base Rent payable by Tenant for the prior Lease Year. In no event shall the annual Base Rent in respect of the Roof/Track Premises for any Lease Year be less than the annual Base Rent payable therefor during the prior Lease Year.

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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                         Landlord shall provide Tenant with at least thirty (30) days’ prior written notice of any increase in Base Rent as aforesaid along with such back-up materials and/or calculations to support Landlord’s determination thereof (the “Annual Rent Increase Notice”). If Landlord fails to deliver the Annual Rent Increase Notice to Tenant on or before December 1 of each year, Tenant shall pay such increased amount on the later to occur of thirty (30) days after its receipt of the Annual Rent Increase Notice or the next scheduled date for payment of Base Rent; provided, however, that nothing herein is intended to relieve Tenant of its obligations to pay such increases to Base Rent as of the anniversary of each Lease Year. For example, if Landlord sends such notice to Tenant on December 15, then Tenant will pay the increased Base Rent as of February 1 at which time it will also pay the differential between the increased Base Rent (on a monthly basis) less the amount paid for the month of January at the rate for Base Rent payable for the prior Lease Year (on a monthly basis).

               B. Payment. All Base Rent and Additional Rent due and payable to Landlord under this Lease shall be made payable to Landlord and delivered to Landlord c/o the managing agent, at the Building, or such other address as Landlord may designate from time to time; provided, however, that if Tenant shall then be making electronic payments pursuant to any other lease or occupancy agreement to which it is a party, Tenant shall, at Landlord’s sole option, following at least thirty (30) days’ prior written notice to Tenant, thereafter make all payments of Base Rent and Additional Rent due and payable to Landlord under this Lease by means of electronic transfers of funds to Landlord’s designated financial institution. Except as expressly set forth otherwise in this Lease, Tenant will pay all Rent to Landlord without demand, deduction, set-off or counter-claim. Any Base Rent or regularly scheduled Additional Rent payable for a partial month during the Term shall be paid on a pro rata basis based on the number of days in such partial month included within the Term.

               C. Late Fee. If Tenant fails to make any payment of Rent on or before the date which is (x) thirty (30) days after payment is due, with respect to the installments of Rent payable for the months of January, 2010 and February, 2010, and (y) five (5) business days after payment is due for all other payments, then Tenant also shall pay to Landlord a late fee equal to five percent (5%) of the amount that is past due for each month or part thereof until such Rent is fully paid. Said late fee shall be deemed reimbursement to Landlord for its costs of carrying and processing Tenant’s delinquent account. Acceptance by Landlord of said late fee shall not waive or release any other rights or remedies to which Landlord may be entitled on account of such late payment.

               D. Audit Rights. Tenant shall have the right, at its sole cost and expense, to audit or have its appointed accountant or auditor audit or review the books and records of Landlord related to Operating Expenses (the “Audit Records”) provided that no such audit or review shall occur more frequently than once each calendar year, and no such auditor or accountant shall be hired or compensated on a contingent fee basis. Any such audit or review shall apply to only any of the three (3) prior calendar years (but Tenant may only audit a particular calendar year one time). In the event Tenant’s audit discloses any discrepancy, Landlord and Tenant shall use commercially reasonable efforts to resolve the dispute and make an appropriate adjustment, failing which, they shall submit any such dispute to arbitration in accordance with the then current commercial rules of the American Arbitration Association. The decision rendered in such arbitration shall be final, binding and non-

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appealable. The expenses of arbitration, other than individual legal and accounting expenses which shall be the respective parties’ responsibility, shall be divided equally between the parties. In the event, by agreement or as a result of an arbitration decision, it is determined that there was a miscalculation of Tenant’s Operating Expenses Payment claimed by the Landlord resulting in an overpayment of more than three (3%) percent, in the aggregate, the actual, reasonable out-of-pocket cost of Tenant’s audit or review shall be reimbursed by Landlord within thirty (30) days after submission of an invoice therefor accompanied by appropriate back up documentation evidencing such costs. Any and all audits shall be performed at an office of Landlord in the Continental United States (or at Landlord’s discretion, at the office of Landlord’s independent accounting firm), during regular business hours and upon not fewer than thirty (30) days’ prior written notice by Tenant to Landlord (it being agreed that all relevant Audit Records for a particular audit shall be reviewable by Tenant or its auditor or accountant at a single location in the Continental United States). Any error discovered by such audit or review which is a recurring error shall also be corrected and any overpayment shall be promptly refunded.

          5. ADDITIONAL RENT.

               A. To Cover Operating Expenses (Including Real Estate Taxes).

                    (1) Definitions: As used herein, “Tenant’s Share” shall be that percentage which is the equivalent of the number of square feet of rentable area in the Premises from time to time (and which shall increase or decrease, as the case may be, from time, as Tenant shall duly and validly surrender any portion of the Premises in accordance with the provisions of this Lease, or lease additional premises in the Building), divided by the number of square feet of rentable area in the Building, which is 1,272,953 on the Lease Commencement Date. As of the date hereof, Tenant’s Share is forty five and five hundred thirteen thousandths percent (45.513%). Notwithstanding anything to the contrary contained herein, the Roof/Track Premises shall be excluded from Landlord’s calculation of Tenant’s Share.

                    (2) Payment of Tenant’s Share of Operating Expenses: From and after the Lease Commencement Date, Tenant shall be responsible for paying for Tenant’s Share of Operating Expenses for any Fiscal Year to the extent such amount exceeds Base Operating Expenses (“Tenant’s Operating Expenses Payment”). Tenant shall make monthly installment payments on an estimated basis toward Tenant’s Operating Expenses Payment in an amount equal to one-twelfth (1/12) of Landlord’s estimate of Tenant’s Operating Expenses Payment. Tenant’s obligation to make monthly installment payments toward Tenant’s Operating Expenses Payment shall commence on the Lease Commencement Date. The foregoing estimates shall be based on Landlord’s reasonable estimate of Operating Expenses for such Fiscal Year. Landlord shall endeavor to communicate such estimates to Tenant on or before the date Landlord provides Tenant with the Expense Statement referenced in Section 5.B. below, provided that until Landlord provides such estimate to Tenant, Tenant’s estimated payments will be based upon the prior Fiscal Year’s estimate. Tenant’s obligation to make payments in respect of Tenant’s Operating Expenses Payment for any partial Fiscal Year during the Term shall be prorated based on the portion of such Fiscal Year falling within the Term.

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               B. Retroactive Adjustments. Within six (6) months after the end of each Fiscal Year, Landlord shall provide to Tenant a written statement (“Expense Statement”) setting forth, in reasonable detail (a) actual Operating Expenses (including Real Estate Taxes) (together with a copy of the real estate tax bills), and (b) Tenant’s Operating Expenses Payment for such Fiscal Year. Within thirty (30) days after delivery of any such statement, Tenant shall pay to Landlord any deficiency between the amount shown as Tenant’s Operating Expenses Payment for the Fiscal Year and the estimated payments made by Tenant. If the payments made by Tenant pursuant to Section 5.A. exceed the amount shown in Landlord’s statement, the excess amount shall be applied against the next payment(s) of Rent coming due hereunder until Tenant has been fully credited with the over charge, unless the Lease shall have expired, in which event, Landlord shall refund such excess at the time of its delivery of the Expense Statement. Notwithstanding the foregoing, in the event that, by the end of the sixth (6th) month following the end of a Fiscal Year, Landlord shall not have submitted to Tenant an Expense Statement, then Tenant shall have the right to provide Landlord with a request for such Expense Statement (an “Expense Statement Reminder Request”), which shall set forth in bold capital letters the following statement: IF LANDLORD FAILS TO SUBMIT TO TENANT AN EXPENSE STATEMENT AS PROVIDED IN SECTION 5.B. OF THE LEASE ON OR BEFORE THE LATER TO OCCUR OF THE 120TH DAY FOLLOWING LANDLORD’S RECEIPT OF THIS EXPENSE STATEMENT REMINDER REQUEST AND THE END OF THE FISCAL YEAR IN WHICH SUCH REQUEST IS MADE, THEN LANDLORD SHALL BE DEEMED TO HAVE WAIVED ITS RIGHT OF ADJUSTMENT WITH RESPECT TO THE FISCAL YEAR TO WHICH SUCH STATEMENT RELATES. If Landlord shall fail to deliver to Tenant the applicable Expense Statement before the later to occur of the 120th day following Landlord’s receipt of the Expense Statement Reminder Request and the end of the Fiscal Year in which such request is made, then Landlord shall be deemed to have waived its right of adjustment with respect to the Fiscal Year to which such Expense Statement relates. The provisions of this Section 5.B. shall survive expiration or earlier termination of this Lease. Landlord shall have no right to revise any Expense Statement previously provided to Tenant (a “Previous Statement”) after the date that is three (3) years after such Previous Statement was so provided to Tenant.

               C. Actual Costs. All Operating Expenses shall be charged at the same rate that Landlord pays from the applicable service provider or taxing authority including any volume discounts, preferred vendor rates or early payment discounts applicable to Landlord.

               D. Change In or Contest of Taxes. In the event of any change by any taxing body in the period or manner in which any of the Real Estate Taxes are levied, assessed or imposed, Landlord shall have the right, in its sole discretion, to make equitable adjustments with respect to computing increases in Real Estate Taxes. Real Estate Taxes which are being contested by Landlord shall be included in computing the Real Estate Taxes component of Operating Expenses under this Section, but if Tenant shall have paid Rent on account of contested Real Estate Taxes and Landlord thereafter receives a refund of such taxes, Tenant shall receive a credit toward subsequent Rent payments in an amount equal to Tenant’s Share of such refund. Notwithstanding anything to the contrary contained herein, Tenant will not be liable to reimburse Landlord, as part of Real Estate Taxes, amounts in excess of any actual tax savings resulting from such Landlord’s appeal thereof. If any such appeal is

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successful, any recovery net of such expenses shall be credited (proportionately) to Tenant’s obligation to pay Additional Rent hereunder. Landlord shall not have any obligation to appeal any taxes and/or assessments levied against the Land or Building (a “Tax Appeal”) and the right to do so shall be in Landlord’s sole discretion. Notwithstanding the foregoing, in the event that Tenant shall request, in writing, by no later than July 1 in any tax year or, in the event that the deadline for Tax Appeal shall be changed, then the date that is 60 days prior to the deadline for such Tax Appeal, that Landlord institute a Tax Appeal for such tax year, and provided that it is commercially reasonable to do so, Landlord shall so institute such Tax Appeal (it being agreed that Landlord shall be acting reasonably in denying to so institute a Tax Appeal for a tax year in the event that a law firm or attorney consulted by Landlord regarding Tax Appeals (which law firm or attorney handles Tax Appeals in the ordinary course of its practice) advises Landlord, in writing, that it is not prudent or advisable to institute a Tax Appeal for such tax year).

               E. Business Use And Occupancy Tax. Tenant will deliver to Landlord (for delivery by Landlord to the appropriate governmental authority), at the time it pays its monthly installment of Base Rent, all City of Philadelphia Realty Use and Occupancy Taxes imposed upon the use and occupancy of the Premises by Tenant. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to dispute and/or protest any Philadelphia Realty Use and Occupancy Taxes imposed upon the use and occupancy of the Premises by Tenant or any assignee, subtenant or other occupant claiming by, from or under Tenant so long as (a) Landlord shall not be subjected to any liability as a result thereof, and (b) such tax shall not be a lien on the Land or Building.

          6. USE.

               A. Permitted Use. Tenant may use and occupy the Premises for any lawful use that is appropriate for a commercial building similar to the Building including, but not limited to, Tenant’s disaster recovery operation and related business, including disaster recovery services, data storage, continuity services, employee educational programs (subject, however, to the limitations contained in this Section 6.A.), general office purposes, conference rooms, employee training facilities (subject, however, to the limitations contained in this Section 6.A.)), computer facilities, remote computer testing facilities, kitchens, smoking areas (within the Premises), parking facilities (where applicable) for Tenant’s own use and the use of Permitted Users, storage and for no other purpose; provided, however, in no event may Tenant use or allow the Premises, or any portion thereof, to be used for any use, or in any manner, that would bring ill repute to Landlord or the Building, in Landlord’s reasonable judgment. Subject to the foregoing, the initially named Tenant (i.e., SunGard Availability Services LP and any Permitted Transferee (as hereinafter defined), being referred to collectively as the “Initial Tenant”), but not any other successor or assign, licensee, subtenant or other occupant, may use a portion of the Premises as a school or training facility in the ordinary course of its business.

               B. Legal and Other Restrictions of Tenant’s Use. In its use and occupancy of the Premises, and with respect to any and all Alterations heretofore or hereafter made by or on behalf of Tenant in or to any portion of the Building, including the Common Areas (collectively, “Tenant Common Alterations”), Tenant shall comply, at its sole cost and expense, with all present and future laws, regulations (including but not limited to fire and

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zoning regulations and ADA) and ordinances of all other public and quasi-public agencies having jurisdiction over the Land or the Building. Tenant, at Tenant’s sole cost and expense, shall comply with ADA and with the life/fire safety standards (“Safety Standards”) established by Philadelphia County, Pennsylvania as may be required in connection with any renovation of the Premises and any Tenant Common Alterations heretofore or hereafter performed by or on behalf of Tenant. Tenant shall not use or occupy the Land, the Building or the Premises (I) for any unlawful, disorderly or hazardous purposes, or (II) in a manner which adversely interferes with the business operations of Landlord or other tenants (after Tenant has received written notice of such interference), or in any way injures Landlord or any other tenants, or (III) in any manner which would violate the certificate of occupancy for the Building or the Premises, if any, any conditional use permit or variance applicable to the Building or the Land, or (IV) violate any covenants, conditions or other restrictions applicable to Tenant’s use of the Land or the Building (as are identified on the title report provided to, or otherwise disclosed in writing to, Tenant), provided that Tenant shall not be bound by any covenants, conditions or other restrictions imposed after the Lease Commencement Date or changes to any covenants, conditions or restrictions existing as of the Lease Commencement Date to the extent such new covenants, conditions or restrictions or changes thereto would materially and adversely affect Tenant’s rights under this Lease. Tenant shall maintain in good standing, at its sole expense, any permit or other governmental authorization required to operate its business from the Premises. Tenant hereby represents and warrants that all such permits and governmental authorizations, including certificates of occupancy and non-residential use permits have been issued and remain in full force and effect. Notwithstanding anything to the contrary contained herein, Tenant shall not be obligated to comply with any laws or requirements requiring any structural alteration to the Premises unless the application of such law or requirement arises from (i) Tenant’s manner of use or occupancy of the Premises (as distinguished from the use or occupancy of the Premises for office purposes generally), (ii) any cause or condition heretofore or hereafter created directly by or on behalf of Tenant or those claiming through Tenant (including any Alterations anywhere in the Building), or (iii) the breach of any of Tenant’s obligations under this Lease. If Tenant obtains knowledge of any failure to comply with any law or requirement applicable to the Premises, Tenant shall give Landlord prompt notice thereof. Subject to the terms and conditions of this Lease, all repairs and alterations, whether ordinary or extraordinary, required to be made to cause the Premises to comply with any laws or requirements shall be made by Tenant, at Tenant’s expense and in compliance with Section 8 hereof. Notwithstanding the foregoing, Landlord, at Landlord’s expense (or, if such alterations arise from any condition described in clause (i), (ii) or (iii) above, at Tenant’s expense), shall make all repairs and alterations, whether ordinary or extraordinary, required to be made to cause the Building (other than the Premises), the Land or the Common Areas to comply with any applicable laws or requirements. Notwithstanding anything to the contrary in this Lease, Landlord shall be responsible for compliance with ADA in the Common Areas of the Building and the Land (other than those which Tenant shall have the exclusive right to the use of under this Lease). Tenant, at its expense, may contest, by appropriate proceedings prosecuted diligently and in good faith, the legality or applicability of any governmental requirement imposed on Tenant and affecting the Premises and with which Tenant is obligated to comply at its expense pursuant to this Section, provided that (a) Landlord shall not be subject to prosecution for any crime, nor shall the Building or the Land or any part thereof be subject to being imminently condemned or vacated by reason of non-compliance, (b) no unsafe or

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hazardous condition relating to such contest or non-compliance then exists which remains uncured, (c) such non-compliance or contest shall not prevent Landlord from obtaining any and all permits and licenses required by applicable laws in connection with the operation of the Building, nor shall any certificate of occupancy for any portion of the Building be suspended or threatened in writing to be suspended by reason of noncompliance or by reason of such contest, (d) Tenant shall indemnify Landlord against the cost of such compliance and liability resulting from or incurred in connection with such contest or non-compliance, (e) such non-compliance or contest shall not constitute or result in a violation (either with the giving of notice or the passage of time or both) of the terms of any Mortgage or Ground Leases, or if such Ground Leases or Mortgage shall condition such noncompliance or contest upon the taking of action or furnishing of security by Landlord, such action shall be taken or such security shall be furnished at the expense of Tenant, and (f) Tenant shall promptly notify Landlord of such contest and keep Landlord regularly advised as to the status of such proceedings. For the purposes of clause (a) above, Landlord shall be deemed subject to prosecution for a crime if Landlord, the landlord under any Ground Leases, a Mortgagee or any of their officers, directors, partners, shareholders, agents or employees is charged with a crime of any kind whatsoever by reason of such non-compliance unless such charges are withdrawn 10 days before Landlord, such lessor or such Mortgagee or such officer, director, partner, shareholder, agent or employee, as the case may be, is required to plead or answer thereto. Landlord shall execute any documents reasonably required by Tenant in order to permit Tenant effectively to carry on any such contest permitted under this Section, provided Landlord is not thereby subjected to any cost or expense not reimbursed by Tenant.

               C. Tenant shall have unlimited and exclusive use of the ramp on the Mezzanine level providing access to the Premises on the North side of the Building (“Mezzanine Ramp”), as shown on Exhibit C attached hereto; and Tenant shall maintain, repair and otherwise keep in good condition all structural and non-structural portions of the Mezzanine Ramp, including but not limited to the concrete superstructure. Tenant shall have the unlimited use of and may restrict access within the first floor lobby area in the Building shown on Exhibit C (the “1st Floor Lobby”). Tenant shall maintain, repair and otherwise keep in good condition all non-structural portions of such 1^st Floor Lobby and furnish all equipment and fixtures necessary for the heating, if any, lighting, air conditioning, operation and security of the 1^st Floor Lobby which shall be appropriate or required in order to properly maintain such area to at least the standard to which the remainder of the lobby of the Building is kept and maintained. Tenant shall have the non-exclusive right to use that certain portion of the loading dock area cross hatched on Exhibit C attached hereto twenty-four hours per day, seven days per week, so long as Tenant accesses the same through Tenant’s separate gate. Access to such portion of the loading dock area through the main gate shall be subject to the provisions of clause (9) of Section 12.A below. Landlord shall have the right to use and to pass through and over any portion of the Building to which Tenant has exclusive use, as provided in this Section 6.C, such right to be exercised in a reasonable manner, in connection with the maintenance and operation of the Building. Tenant shall have non-exclusive use of the walkway corridor connecting the parking area of the Building and the 1st Floor Lobby.

               D. Tenant shall have the sole and exclusive right and privilege to use the transformer located on the 10th floor and to feed to and from, connect and reconnect and to incorporate and integrate the transformer into the power generating system of Tenant. Subject

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to the provisions of this Lease, Tenant shall be charged at the General Service Rate for all electricity consumed through such transformer.

               E. Tenant shall have access to the Premises, including, without limitation the Roof/Track Premises and that portion of the roof above the fifth floor of the Building (access via 6th floor) twenty four (24) hours per day, seven (7) days per week, three hundred sixty five (365) days per year (except in the event of an emergency). Access to the portion of the Fifth Floor of the Building shall be for the installation, repair and replacement of Tenant’s HVAC equipment or any other equipment of Tenant permitted to be installed by Tenant on such portion of the roof. Notwithstanding the foregoing, in the event that any contractor, engineer or other third party (as distinguished from an employee of Initial Tenant) shall require access to any portion of the roof or any other portion of the Building outside of the Retained Premises and with respect to which Tenant shall not have exclusive access, Tenant shall give to Landlord reasonable advance notice, and Tenant shall accompany such contractor, engineer or other third party and allow Landlord the opportunity to do so.

               F. Tenant shall have the non-exclusive right, at Tenant’s sole cost and expense, using Landlord’s designated contractor (“Designated Contractor”), to make connections to electrical and mechanical closets throughout the Building and Property for the use of conduit or cable for the purposes of connection of Tenant’s equipment and facilities in the Building to Tenant’s telecommunications system network, whether inside or outside of the Building. Tenant’s use of such space shall not materially and adversely interfere with Landlord’s or any other tenant’s use of the Building. As of the date hereof, Corraluzo Construction shall be designated by Landlord as an approved contractor for such work. In the event that Landlord shall replace Corraluzo Construction as a Designated Contractor for purposes of this Lease, the replacement designated contractor shall be subject to the approval of Tenant, which approval shall not be unreasonably withheld, delayed or conditioned.

               G. Tenant shall have the continuing right to install, maintain and repair supplemental HVAC equipment on the Roof Premises for exclusive use by Tenant to the extent that the roof in the area of the Roof Premises can support the weight of such tonnage, as reasonably determined by Landlord. Tenant shall pay all costs incurred in connection with the installation, use, operation, maintenance and, if applicable, removal of said HVAC units. Tenant shall, at its expense, maintain all said HVAC units in operable condition. Subject to the prior approval of Landlord of appropriate plans therefor and the location thereof, which shall not be unreasonably withheld, delayed or conditioned, and provided that the same shall at all times comply with all applicable governmental requirements, including without limitation those established by the City of Philadelphia and the United States Environmental Protection Agency, Tenant may install and maintain an additional generator on the roof of the Building in a location mutually acceptable to Landlord and Tenant.

               H. Subject to Landlord’s reasonable approval of appropriate plans and to the satisfaction of all applicable governmental requirements, Tenant shall have the right to vent through the Roof Premises as required for the installation by Tenant of any special equipment in connection with its use of the Premises, including but not limited to, supplemental HVAC units and kitchen exhaust, in a location mutually selected by Landlord and Tenant. The type of venting shall be subject to Landlord’s prior written approval, which shall not be

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unreasonably withheld. Tenant shall, at its expense, maintain all said venting and the area of the roof effected by such venting in good condition. Notwithstanding the foregoing, Tenant’s rights granted pursuant to this paragraph are subject to the terms and conditions of Landlord’s roof warranties and contracts, and Tenant, at its cost, shall comply with the terms and conditions of said warranties and contracts, including, without limitation, any requirement that certain roofers or roofing companies perform such roof work. Subject to Landlord’s approval of appropriate plans and to the satisfaction of all applicable governmental requirements, Landlord shall permit Tenant at its sole cost and expense during the Term of this Lease to vent Tenant’s halon fire safety exhaust system from the Premises to a location determined by Landlord in its reasonable discretion. In the event that Landlord shall determine that the portion of the Roof leased to Tenant shall not be appropriate for any of such venting, and other portions(s) of the roof shall be appropriate, Landlord shall lease to Tenant additional roof premises at the market rate for such roof space. Notwithstanding the foregoing, Landlord hereby consents to the current configuration of the Premises which includes existing venting through the roof, so long as the same shall be and remain in compliance with all applicable laws and regulations and shall continue to be maintained by Tenant in good order and repair, and in accordance with the manufacturer’s installation and operational specifications.

               I. Tenant shall have the right to ground its equipment to the base steel in the Building at location(s) mutually agreed upon by Landlord and Tenant.

               J. Notwithstanding anything to the contrary herein, Landlord and its agents shall have access to all areas of the Building with respect to which Tenant shall have an exclusive use right or where Tenant has installed any Tenant Common Alterations (x) in the event of an emergency or other exigent circumstances, (y) in connection with the maintenance and operation of the Building, (which right of access shall be exercised reasonably by Landlord and with reasonable advanced notice to Tenant and with respect to the Premises in compliance with Section 11 below) and (z) as otherwise provided in this Lease.

               K. Landlord shall comply with (or cause to be complied with) all laws and requirements applicable to the Common Areas of the Building and which are not the obligation of Tenant or another tenant or occupant of the Building, to the extent that non-compliance would materially impair Tenant’s use and occupancy of the Premises and Tenant’s ability to conduct its business in the Premises; and the cost thereof shall be included in Operating Expenses (except as expressly provided to the contrary in this Lease).

               L. Landlord hereby consents to the current configuration of the Premises so long as the same shall comply with all applicable laws and regulations and shall continue to be maintained by Tenant in good order and repair, and in accordance with the manufacturer’s installation and operational specifications.

          7. CARE OF PREMISES.

               Tenant shall at its expense keep the Premises (including all improvements, fixtures and other property located therein) and all Tenant Common Alterations in a neat and clean condition and in good order and repair, and will suffer no waste or injury thereto. Tenant

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has no obligation to maintain the sewer or water pipes servicing the bathrooms except for sewer and water pipes contained in such bathrooms that Tenant has exclusive use of. Tenant warrants that it will, at all times, maintain the temperature within the Premises at levels above freezing and will install its fresh air intake systems with controls that will automatically close all dampers fully in the event of a steam failure with below freezing outside temperatures. Tenant shall vent any and all fumes resulting from Tenant’s use of the Premises directly to the outside of the Building in compliance with applicable laws and requirements. All such venting shall be performed in a manner that will ensure that no fumes will enter the return air system of the Building.

          8. ALTERATIONS BY TENANT.

               A. Tenant’s Alterations. Landlord understands and acknowledges that Tenant has made substantial improvements to the Premises including, but not limited to, partitions, dropped ceilings, conduit, raised flooring, internal stairwells, electrical systems, security systems, fire sprinkler systems, heating, ventilating and air-conditioning systems, and other improvements necessary or desirable to Tenant’s use of the Premises (the “Tenant Improvements”). All Tenant Improvements to the Premises shall remain the property of Tenant and Tenant shall be obligated, other than to the extent expressly set forth herein, to remove all such Tenant Improvements at the expiration or early termination of the Term, subject to the right to leave certain Tenant Improvements as and to the extent specifically set forth in Section 3 and/or 43 hereof.

               B. Making of Alterations; Landlord’s Consent. Except as provided herein, Tenant shall not make or permit to be made any Alterations without the prior written consent of Landlord both as to whether the Alterations may be made and as to how and when they will be made, which consent as to both whether the Alteration may be made and as to how and when such Alterations will be made shall not be unreasonably withheld, conditioned or delayed. Alterations shall be made at Tenant’s expense, by contractors and subcontractors approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed) and in accordance with complete plans and specifications approved in advance in writing by Landlord (such approval not to be unreasonably withheld, conditioned or delayed) and only after Tenant: (i) has obtained all necessary permits from governmental authorities having jurisdiction and has furnished copies thereof to Landlord, (ii) has submitted to Landlord an architect’s certificate that the Alterations will conform to all applicable laws and regulations, and (iii) has complied with all other requirements reasonably imposed by Landlord, including without limitation any requirements due to the underwriting guidelines of Landlord’s insurance carriers. Landlord’s consent to any Alterations and approval of any plans and specifications constitutes approval of no more than the concept of these Alterations and not a representation or warranty with respect to the quality or functioning of such Alterations, plans and specifications. Tenant shall be and is solely responsible for such Alterations and for the proper integration thereof with the Building, the Building’s systems and existing conditions. In the event that Tenant shall be in default with respect to the provisions of this Lease with respect to the making of Alterations and Tenant fails to remedy such default within thirty (30) days of Tenant’s receipt of written notice thereof from Landlord (or such longer period as may be reasonably required provided Tenant has commenced such work within said thirty (30) day period and is diligently pursuing completion of the same), Landlord shall have the right, but not the

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obligation, for the succeeding three (3) year period, to supervise the making of any Alterations and shall receive a construction supervisory fee equal to one hundred ten percent (110%) of Landlord’s actually incurred costs in engaging construction supervisors in connection with such Alterations. If any Alterations are made without the prior written consent of Landlord, or which do not conform to plans and specifications approved by Landlord or to other conditions imposed by Landlord pursuant to this Section, Landlord may, in its sole discretion, correct or remove such Alterations at Tenant’s expense. Following completion of any Alterations, including Acceptable Alterations (as hereinafter defined), Tenant either shall deliver to Landlord a complete set of “as built” plans showing the Alterations prepared on an AutoCAD Computer Assisted Drafting and Design System (or such other system or medium as Landlord may accept), using naming conventions issued by the American Institute of Architects in June 1990 (or such other naming conventions as Landlord may accept) and magnetic computer media of such record drawings and specifications translated in DWG format or another format reasonably acceptable to Landlord, or shall reimburse Landlord for any expense incurred by Landlord in causing the Building plans to be modified to reflect the Alterations, at Landlord’s election.

               C. No Liens. Tenant shall take all necessary steps to ensure that no mechanic’s or materialmen’s liens are filed against the Premises, the Building and the Land as a result of any Alterations made by the Tenant. If any lien is filed, Tenant shall discharge the lien within thirty (30) days thereafter, at Tenant’s expense, by paying off or bonding the lien.

               D. Acceptable Alterations. Notwithstanding anything to the contrary contained herein, Landlord’s consent shall not be required for any Alterations (“Acceptable Alterations”) which are non-structural and (a) do not require tying in to any Building systems or utilize any Common Areas, or any public portions of the Building, in any manner (collectively, “Systemic Work”), (b) affect only the Premises and are not visible from outside of the Premises, (c) do not affect the certificate of occupancy issued for the Building or the Premises, and (d) do not violate any applicable laws or requirement or cause the Premises or the Building to be non-compliant with any applicable law or requirement, provided that the cost of such Alterations do not exceed $100,000.00 in each instance. At least 10 business days prior to making any such Acceptable Alteration, Tenant shall submit to Landlord (x) the plans and specifications for such Acceptable Alteration unless plans and specifications shall not be required by any applicable law or requirement or good construction practice (and in such event, Tenant shall provide Landlord with a reasonably detailed description of the Acceptable Alteration to be performed), and any such Acceptable Alteration shall otherwise be performed in compliance with the provisions of this Section 8. Tenant shall also deliver to Landlord upon request copies of contracts in order that Landlord can confirm that the Alterations in question are, in fact, Acceptable Alterations.

               D. Structural Alterations; Systemic Work. With respect to (x) any Alterations involving Systemic Work and (y) all Alterations other than non-structural Alterations, Landlord shall have the right, in its reasonable discretion, to designate the specific contractor(s) who shall perform such Alterations; provided, however, the rates charged by such contractor(s) shall not exceed “market rates” (i.e., those charged for comparable work by a qualified contractor(s) using union labor, having at least fifteen (15) years of experience building in the City of Philadelphia, and having a net worth of at least $10,000,000.00).

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               E. Landlord’s Costs. Tenant shall pay to Landlord, upon demand, (x) all out-of-pocket costs actually incurred by Landlord in connection with Tenant’s Alterations, including costs incurred in connection with (a) Landlord’s review of the Alterations (including review of requests for approval thereof) and (b) the provision of Building personnel during the performance of any Alteration, to operate elevators or otherwise to facilitate Tenant’s Alterations, and (y) $1,000, at the time of submission of any plans and specifications to Landlord for review, to compensate Landlord for its administrative fees in connection with such plans and specifications. Other than as expressly set forth herein, Landlord shall not be entitled to a construction supervisory or similar fee for Landlord’s work related to the Alterations.

          9. EQUIPMENT.

               A. Permitted Equipment. From and after the Effective Date, Tenant shall not, without obtaining the prior written consent of Landlord who may withhold its consent in its reasonable discretion, use Building utilities or services (as distinguished from utilities or services that Tenant has installed and supplies for its exclusive use including, without limitation the HVAC system and electrical distribution system installed by or on behalf of Tenant and servicing Tenant’s needs in the Premises as of the Lease Commencement Date, provided however, in no event shall the provisions of this Section 9A. apply to the shared HVAC equipment and the chilled water system and electrical system servicing the Initial Surrender Premises which is to be separately metered in accordance with the terms of Section 3.B.2 above) if and to the extent that using the same would require any additional wiring into Building systems or would require Landlord to incur any other costs or expenses resulting therefrom (collectively “Additional Equipment Expenses”, and with such utilities or services being referred to as the “Excess Utilities”). As a condition to the use of such Excess Utilities required from the Building systems (as distinguished from utilities, systems or services that Tenant has installed and supplies for its exclusive use including, without limitation the HVAC system and electrical distribution system installed by Tenant and servicing Tenant’s needs in the Premises as of the Lease Commencement Date), Tenant shall (i) pay all Additional Equipment Expenses, (ii) secure all necessary permits from governmental authorities and utility companies and furnish copies thereof to Landlord, and (iii) comply with all other requirements reasonably imposed by Landlord or its Mortgagee. Tenant shall not install any equipment or machinery which may necessitate any material changes, replacements or additions to or material changes in the use of water, heating, plumbing, air conditioning or electrical systems of the Building (as distinguished from utilities, systems or services that Tenant has installed, or that Tenant shall hereafter install, for its exclusive use, including, without limitation, the HVAC system and electrical distribution system, provided however, in no event shall the provisions of this Section 9A. apply to the shared HVAC equipment and the chilled water system servicing the Initial Surrender Premises which is to be separately metered in accordance with the terms of Section 3.B.2 above), without the prior written consent of Landlord who may withhold its consent in its reasonable discretion, it being understood that Landlord will be deemed to be acting reasonably in withholding such consent if such changes in usage will not leave, in Landlord’s reasonable estimation, sufficient remaining capacity to service the remainder of the Land and Building (including both leased and unleased space) and a reasonable reserve of such utilities. Landlord and Tenant hereby agree that the provisions of this Section 9.A. shall not apply to the HVAC system or the electrical distribution system that Tenant has installed prior

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to the Lease Commencement Date of this Lease and that exclusively serves the Premises, and Tenant shall be free to use such systems in any lawful manner that Tenant desires.

               B. Payment For Excess Utility Usage. If Tenant does use Excess Utilities, Landlord shall have the right, in addition to any other rights or remedies it may have under this Lease, to (a) at Tenant’s expense, install separate metering devices at the Premises, and to charge Tenant, as Additional Rent, for its usage, (b) require Tenant to pay to Landlord all costs, expenses and damages incurred by Landlord as a result of such usage, and (c) require Tenant to stop using excess utilities or services.

               C. Noise; Vibration; Floor Load. Business machines and equipment belonging to Tenant, which cause noise or vibration in excess of that permitted under applicable laws and regulations shall be installed and maintained by Tenant at Tenant’s expense with devices that reduce the noise and vibration to levels permitted by applicable laws and regulations. In addition, such machines and equipment shall be operated in a commercially reasonable manner so that they will not cause noise or vibration to be transmitted to other tenant space at such levels which shall adversely interfere with the business operations of such other tenants (after Tenant has received written notice of such interference), or in a manner which in any way injures such other tenants. Tenant shall not place any load upon the floor of the Premises which exceeds the per square foot load the floor was designed to carry (eighty (80) pounds per square foot for live loads and twenty (20) pounds per square foot for dead loads).

          10. OWNERSHIP OF PROPERTY. Any Removal Property, Tenant’s Personal Property, trade fixtures and business equipment heretofore or hereafter installed or located in the Premises, the Building or the Land by or on behalf of Tenant and at its expense shall remain the property of Tenant and shall be removed at the end of the Term, except that, if and to the extent that the same are permitted to remain at the end of the Term pursuant to Section 3 and/or 43 hereof, they shall immediately become the property of Landlord to be disposed of as Landlord sees fit. Any property belonging to Tenant or to any other person or entity which is left in the Building or on the Land after the date this Lease is terminated for any reason and which has not been left pursuant to the provisions of Section 3 and/or 43 hereof, shall be deemed to have been abandoned. In such event, Landlord shall have the right to store such property at Tenant’s sole cost and/or to dispose of it in whatever manner Landlord considers appropriate, without waiving its right to claim from Tenant all expenses and damages caused by Tenant’s failure to remove such property, and Tenant and any other person or entity shall have no right to compensation from or any other claim against Landlord as a result.

          11. LANDLORD’S ACCESS TO PREMISES.

               Landlord may, from time to time, notify Tenant (which notice may be verbal) that Landlord requires access to the Premises (other than in the event of an emergency, when no such notice shall be required) (i) for repairs or alterations or for any other purposes, including, without limitation, exhibiting the same to representatives of lending institutions or to prospective purchasers of the Building, (ii) within the last fifteen (15) months of the Lease to persons who may be interested in leasing the Premises (provided, however, that if Tenant shall have duly and timely exercised the Renewal Option, then Landlord shall not show the Premises to prospective tenants unless Tenant shall have exercised the Rescission Option (or be deemed to

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have exercised the same) or the Outside Rescission Option until fifteen (15) months prior to the expiration of the Renewal Term, and (iii) to install and service any systems (provided however, such systems shall not materially interfere with Tenant’s use and enjoyment of the Premises and shall not materially diminish the usable square footage of the Premises it being agreed that the installation of pipes and conduits near the ceilings or along the walls of the Premises or in pipe chases or staircases or shafts will not be deemed to materially diminish the usable square footage of the Premises in any circumstances. During and in connection with any such access to the Premises, including, without limitation, scheduling thereof, Tenant shall cooperate with Landlord in making such reasonable access available to Landlord and its agents, and Landlord shall minimize interference with Tenant’s use, occupancy and enjoyment of the Premises during any such entry. Tenant may, in Tenant’s discretion, require that any such access to the Premises by Landlord or its agents, be accompanied by a representative of Tenant so long as Tenant shall make such a representative available for such purpose. Actual competitors of Tenant whose identity has previously been disclosed in writing to Landlord (“Disclosed Competitors”) shall be permitted access only to those portions of the Premises that Initial Tenant generally allows to be toured or visited in connection with its marketing, sales and other activities (the “Non-Protected Areas”), and any such access by Disclosed Competitors shall be limited to the Non-Protected Areas. Notwithstanding anything to the contrary contained in this Section 11, all areas of the Premises, other than Non-Protected Areas, including but not limited Tenant’s computer and data rooms and any other areas determined by Tenant in its sole discretion, are hereby designated as “Protected Areas.” In no event shall any Protected Area include any areas that Landlord may require access to in order to properly maintain and operate the Building, except if, in Landlord’s reasonable judgment, it shall not be practically feasible for Landlord to locate the same in areas other than the Protected Areas. Landlord recognizes that the Protected Areas are to be secured areas and Landlord shall have no access thereto without being accompanied by a designated representative of Tenant, but Tenant shall cooperate with Landlord as reasonably required to make such a representative available where Landlord has a need to enter such Protected Areas; provided, however, that in the event of an emergency Landlord may enter such Protected Areas even if a Tenant representative is not available. Landlord shall have no obligation to maintain the Protected Areas (other than the structural portions thereof, subject to the provisions of this Lease, but Landlord shall have no obligation to perform any maintenance to any structural portions within the Protected Areas unless and until Tenant shall have notified Landlord of the need for such maintenance) and shall have no liability with respect to the Protected Areas or any occurrence in the Protected Areas, unless the same is caused by the gross negligence or willful misconduct of Landlord, its agents, representatives, contractors and/or invitees. Notwithstanding anything to the contrary contained herein, and whether or not the same are in Protected Areas, Landlord and/or its agents shall have the right of access, at all times, to the mechanical and electrical rooms on the 9^th floor of the Building for the purposes of performing repairs, alterations or maintenance, or for any other purposes, which access shall, except in the event of an emergency, be made following reasonable advance notice to Tenant and which shall otherwise be subject to the provisions hereof, including, without limitation, the right of Tenant to have a designated representative of Tenant accompany Landlord and/or its agents during the course of any such entry, so long as Tenant shall make such representative available.

          12. SERVICES AND UTILITIES.

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               A. Services Provided. Landlord shall provide the following to Tenant, without additional charge, except as otherwise provided herein (including, but not limited to, as provided in Section 5 hereof):

                    (1) Subject to the Exclusive Elevator Rights (hereinafter defined), passenger elevator service for common use, subject to call at all times, including Sundays and Holidays, and freight elevator service on a first come, first served basis on Mondays through Fridays, except Holidays, from 8:00 A.M. to Noon and from 1:00 P.M. to 5:00 P.M.

                    (2) Landlord shall not supply any (i) HVAC equipment or facilities to or for the Premises or (ii) heating, ventilating or air-conditioning to or for the Premises. Tenant shall be responsible for furnishing and supplying the same at Tenant’s sole cost and expense.

                    (3) Cleaning of the Common Areas of the Building and the common areas only on those floor(s) on which Tenant shall not lease the entirety of such floor(s) consistent with cleaning in Comparable Buildings.

                    (4) Cold water for drinking, and lavatory and toilet fixtures at the Building.

                    (5) Restroom facilities (except that Landlord shall not be obligated to provide restroom facilities on any floor(s) on which Tenant shall now or hereafter lease the entirety of such floor(s) or on the floor(s) containing the Roof/Track Premises).

                    (6) Routine maintenance, painting and electrical lighting service for all Common Areas of the Building and keeping the sidewalks adjoining the Building in good repair and reasonably free from accumulations of snow and ice such that such Common Areas are kept in good condition and repair consistent with other Comparable Buildings.

                    (7) Electric and HVAC service to the Common Area.

                    (8) Access to the Building and to the Premises, including the use of at least one (1) elevator, twenty-four (24) hours a day, seven (7) days a week, subject to such security procedures, restrictions and other regulations as Landlord may reasonably promulgate, except that the Track Premises are only accessible on a twenty-four (24) hours a day, seven (7) days a week basis through (x) Tenant’s separate gate or (y) subject to the provisions of clause (9) below, the main gate.

                    (9) Access to the main gate at the “multi-tenant” loading dock areas and freight elevators serving the Premises, upon not less than twenty four (24) hours prior request (such request received by Landlord on a day other than a Saturday, Sunday or holiday), on a non-exclusive “first come, first serve” basis with other Building tenants, so long as Tenant shall agree to comply with Landlord’s standard Building terms in connection with any such use, including liability for any and all damages and to pay to Landlord any and all costs then incurred by Landlord in connection with allowing such access and use outside of normal business hours

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(i.e., the costs of overtime supervision in connection therewith, subject to any minimum hours or usage charges then imposed by any unions).

                    (10) Electricity in accordance with Section 12.E. below.

                    (11) Security for the Building commensurate with that provided on the date of this Lease (the “Existing Date”).

               B. Failure to Provide Services. Landlord shall have no liability to Tenant or others based on any failure by Landlord to furnish any utilities or services, due to Unavoidable Delays, repair or maintenance work or any other reason (other than to the extent occasioned by Landlord’s negligence or the negligence of Landlord’s agents, contractors or employees) and, other than to the extent occasioned by Landlord’s negligence or the negligence of Landlord’s agents, contractors or employees, such failure shall neither render Landlord liable for damages to either person or property, nor be construed as an eviction of Tenant, nor cause a diminution or abatement of Rent nor relieve Tenant of any of Tenant’s obligations hereunder.

               C. Intentionally omitted.

               D. Recycling. Without limiting the foregoing, Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders, and regulations of the jurisdiction in which the Building is located and of the federal, municipal, and local governments, departments, commissions, agencies and boards having jurisdiction over the Building to the extent that they impose on Tenant duties and responsibilities regarding the collection, sorting, separation, and recycling of trash. Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Landlord or Tenant by reason of Tenant’s failure to comply with the provisions of this Subsection 12.D. Landlord covenants and agrees, to comply with all present and future laws, orders, and regulations of the jurisdiction in which the Building is located and of the federal, municipal, and local governments, departments, commissions, agencies and boards having jurisdiction over the Building to the extent that they impose on Landlord duties and responsibilities regarding the collection, sorting, separation, and recycling of trash. Landlord shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Tenant or Landlord by reason of Landlord’s failure to comply with the provisions of this Subsection 12.D.

               E. Electricity.

                    (a) Electricity shall be furnished to or for the use of Tenant in the Premises, by Landlord, on a direct and/or submetered basis, for the operation of Tenant’s electrical systems and equipment, machinery, trade fixtures, computers, services and Tenant’s Personal Property in the Premises as Tenant may require from time to time. Notwithstanding the foregoing, to the extent that Tenant requires to connect to or draw power from the Building electrical systems (as distinguished from the electrical distribution system that Tenant has installed as of the Lease Commencement Date or that Tenant may install hereafter for Tenant’s exclusive use) for the provision of electricity at the Premises any such connection shall be subject to the provisions of Sections 9.A. and 9.B., and Tenant shall be responsible for all of Landlord’s actual, out-of-pocket costs and expenses incurred in connection with providing any

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such excess demand load. Such electricity shall be furnished either via dedicated lines exclusively dedicated to the Premises (“Direct Electric”), on Landlord’s account, or via non-dedicated lines which shall service the Premises and other portions of the Building (“Submetered Electric”), on Landlord’s account. Tenant shall from and after the Lease Commencement Date pay to Landlord, within ten (10) days following demand from time to time, but not more frequently than monthly for its consumption of Direct Electric and Submetered Electric, as the case may be, a sum equal to the product of (x) the applicable rate charged by the utility company or provider for such Direct Electric or Submetered Electric, as the case may be, multiplied by (y) the actual number of kilowatt hours of electric current actually consumed by Tenant in such billing period for Direct Electric or Submetered Electric, as the case may be. Notwithstanding anything to the contrary contained herein, 31,000 rentable square feet of the Premises, as denoted on Exhibit C, will be billed to Tenant at the General Service Rate for Philadelphia Electric Company (“PECO”), or any substitute provider charging not more than the General Service Rate for Philadelphia Electric Company, and the remainder of the Premises is currently billed to Tenant at the High Tension Rate and will continue to be billed at the “applicable rate”. Where more than one meter measures Tenant’s consumption of Direct Electric and/or Submetered Electric, as the case may be, in the Premises, the Direct Electric or Submetered Electric, as the case may be, measured by each applicable meter shall be computed and billed at the same time in accordance with the provisions set forth above. The “applicable rate” charged by the utility company or provider shall include any taxes or other charges in connection therewith. If any tax is imposed upon Landlord’s receipts from the sale or resale of electricity to Tenant, Tenant shall reimburse Landlord for such tax, if and to the extent permitted by laws and requirements. Tenant, at Tenant’s expense, shall purchase and install all lamps (including, but not limited to, incandescent and fluorescent lamps), starters and ballasts used in the Premises. Notwithstanding anything to the contrary contained herein, Tenant shall be charged for electricity at the same rate that Landlord pays from the applicable service provider, including any volume discounts, preferred vendor rates or early payment discounts applicable to Landlord, plus the taxes referred to in the preceding sentences.

                    (b) Notwithstanding anything to the contrary contained herein, in the event that, and for so long as, under applicable laws and requirements, Tenant shall be permitted to obtain electricity (“Bulk Electricity”) directly from a utility or other service provider (the “Bulk Provider”), other than the utility or other service provider then furnishing electricity to Landlord at the Building, at so-called “bulk rates” (the “Bulk Rate”), and provided that (1) Landlord shall, under applicable laws and requirements, be permitted to have more than one utility or other service provider supply electric to the Building, and (2) the existing wires and conduits servicing the Premises shall be, or can be made, suitable and safely capable of accommodating the furnishing of electricity to the Premises by such separate Bulk Provider, then, at Tenant’s request, Landlord shall, in its own name, contract with such Bulk Provider for Tenant’s benefit, for the purchase of Bulk Electricity for Tenant’s use in the Premises. Tenant shall, from and after the date upon which such Bulk Provider shall begin providing such Bulk Electricity, pay to Landlord, within thirty (30) days following demand from time to time, but not more frequently than monthly, for its consumption of electricity, a sum equal to the product of (x) the applicable rate charged by the Bulk Provider, multiplied by (y) the actual number of kilowatt hours of electric current consumed by Tenant in such billing period. Where more than one meter measures Tenant’s consumption of electricity in the Premises, the electricity measured by each meter shall be computed and billed at the same time. The applicable rate charged by the

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Bulk Provider shall include any taxes or other charges payable to the Bulk Provider in connection therewith. If any tax is imposed upon Landlord’s receipts from the sale or resale of electricity to Tenant, Tenant shall reimburse Landlord for such tax, if and to the extent permitted by laws and requirements. Any and all changes to, or additional, wires, conduits, meters or other equipment necessary in connection with obtaining Bulk Electricity through such Bulk Provider shall be installed or performed by Landlord, at Tenant’s sole cost and expense (provided, however, Tenant shall only be required to pay for Landlord’s actual, out-of-pocket expenses incurred in prosecuting such work). Without limiting any other provisions of this Lease, including, without limitation, Section 12.E., Tenant expressly acknowledges and agrees that at any time that Tenant shall have so elected to receive Bulk Electricity, Landlord shall have no liability to Tenant or others with respect to such Bulk Electricity under this Lease. At the request of Tenant (made no more frequently than once during any twelve (12) month period), Landlord will contact PECO and ask PECO if a lower rate for the electricity service provided to the Building is available. If a lower rate is available for the electricity service provided to the Building, Landlord shall, in its exercise of commercially reasonable discretion, contract for electricity service at that rate; and in such event Tenant will benefit from the lower rate from and after the date on which such rate is effective for the Building. Notwithstanding anything to the contrary contained herein, in no event shall Tenant be entitled to receive, nor shall Landlord have the obligation to obtain, electricity from PECO or a Bulk Provider (or contract at a lower rate, even if PECO, a Bulk Provider or another provider indicates that the same is available at a lower rate), if obtaining the same would result in Landlord or any other tenant or occupant of the Building thereafter being charged a higher rate than that in effect prior to Tenant having obtained electricity from such Bulk Provider or such lower rate from PECO or such other provider.

               F. Landlord’s Maintenance Obligations. Landlord shall make all repairs, alterations or replacements and perform all maintenance to all exterior walls, structural steel, foundations and other structural parts of the Building, the roof, pipes, plumbing systems (other than Tenant’s distribution of the same from the base Building risers, feeders, panelboards, etc. for provision of such services to the Premises), Landlord’s HVAC systems (but not any HVAC systems or equipment serving the Premises, all of which shall be the responsibility of the Tenant), elevators (other than the Dedicated Elevators), electrical systems (other than Tenant’s distribution of the same from the base Building risers, feeders, panelboards, etc. for provision of such services to the Premises), structural ceilings, window glass, fixtures (other than those installed by or on behalf of Tenant), and all other appurtenances other than as provided in Section 7, landscaped areas, foundations, parking (other than those parking areas specifically demised to Tenant as a part of the Premises) and loading areas, common areas, sidewalks and curbs, exterior stairs for ingress and egress, site drainage facilities, dock seals and/or dock shelters, dock levelers, loading doors, and all other portions of the Land not specifically listed in this Lease as the exclusive responsibility of Tenant, including, without limitations, snow and ice removal from loading and sidewalk and parking areas on the Property (but expressly excluding the Mezzanine Ramp and any other area of the Property leased to Tenant or with respect to which Tenant has an exclusive right of use). Landlord shall be responsible for the maintenance, repair and/or replacement of the roof areas of the Building (other than to the extent part of the Premises or utilized by Tenant), including, without limitation, the obligation to clean any and all drainage gutters. Landlord shall use commercially reasonable efforts not to unreasonably interfere with or alter the Tenant’s HVAC equipment located on the Premises. In addition, Landlord shall maintain the fan/ventilation

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system serving the 5th floor plenum area and, if and to the extent that Tenant shall promptly notify Landlord of the same, Landlord shall be responsible for any water or condensation build-up in or from that area.

               G. Exclusive Elevator Rights. Tenant is hereby granted: (a) the right to install an elevator to run between the 1st Floor Lobby Space and the Mezzanine Space, subject to all of the applicable provisions of this Lease and with the same being “Systemic Work”, (b) the exclusive access to and use of Elevator Nos. 3 and 4 (the “Dedicated Passenger Elevators”) and (c) the exclusive access to and use of Freight Elevator Nos. 13 and 16 (the “Dedicated Freight Elevators”; with the Dedicated Passenger Elevators and the Dedicated Freight Elevators being referred to collectively as the “Dedicated Elevators”). Landlord and Tenant shall cooperate so that Elevator Nos. 3 and 4 and the Freight Elevator Nos. 13 and 16 service the Premises as reasonably required by Tenant, with the intention that (a) Tenant will have exclusive access of Elevator Nos. 3 and/or 4 on the multi-tenanted floors, (b) Landlord will key restrict Elevators Nos. 3 and/or 4 on the multi-tenanted floors (c) Tenant will NOT have access to Elevator Nos. 1 and/or 2 in the Building, and (d) to the extent that Tenant’s exclusive use of Freight Elevator Nos. 13 and/or 16 causes any union or labor problems at the Building, Tenant, at Tenant’s expense, agrees to hire a union operator for such Freight Elevators. As a condition to Tenant’s right to such Dedicated Elevators, Tenant shall be responsible, solely at Tenant’s cost and expense, for insuring, maintaining, repairing and replacing such Dedicated Elevators and associated Building systems for as long as and to the extent that Tenant has exclusive use of the same. For purposes of all indemnities and insurance obligations of Tenant contained in this Lease, such Dedicated Elevators shall be deemed to be part of the Premises. Tenant assumes all responsibility for such Dedicated Elevators, including for all modification(s), if any, that may be necessary to other elevators as a result of the dedication of these elevators as provided herein. Notwithstanding anything to the contrary contained herein, in the event that Tenant shall, from time to time, during the Initial Term, replace all or any of the Dedicated Elevators following mutual agreement of Landlord and Tenant (each, a “Dedicated Elevator Replacement”, with each such replaced Dedicated Elevator being referred to as a “Replaced Elevator”), then Landlord shall reimburse Tenant for a portion (“Landlord’s Dedicated Elevator Portion”) of all costs incurred by Tenant in so replacing such Replaced Elevators (the “Dedicated Elevator Cost”) calculated as follows: Landlord’s Dedicated Elevator Portion shall mean the Dedicated Elevator Cost multiplied by a fraction, the numerator of which shall be 180 minus the number of full months remaining in the Initial Term of this Lease following the completion of the Dedicated Elevator Replacement and the denominator of which shall be 180. Landlord shall reimburse Tenant, within thirty (30) days after receipt of an invoice therefor from Tenant along with such back-up materials and/or calculations to support Tenant’s determination of the portion of Landlord’s Dedicated Elevator Portion (subject to Landlord’s right to contest the same in good faith). In the event that the Dedicated Elevator Replacement shall have been completed during the Initial Term and Tenant shall extend or otherwise renew the Term of this Lease, whether or not pursuant to the Renewal Option (with the length of the term of such renewal or extension being referred to as the “Extension Period”), then upon the commencement of the Extension Period, and provided that the same shall occur within the useful life of the Replaced Elevator, in accordance with GAAP (the “Dedicated Elevator Useful Life”), Tenant shall reimburse Landlord, within thirty (30) days after receipt of an invoice therefor from Landlord along with such back-up materials and/or calculations to support Landlord’s determination of the portion of Landlord’s Dedicated

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Elevator Portion in an amount (“the “Elevator Renewal Reimbursement”) equal to Landlord’s Dedicated Elevator Portion multiplied by a fraction, the numerator of which shall be the number of months in the Extension Period and the denominator of which shall be the number of months remaining in the Dedicated Elevator Useful Life (provided that in no event shall the fraction exceed the number 1). In the event that the Tenant shall further extend the Term of this Lease (with the length of the term of such extension being referred to as the “Additional Extension Period”), then upon the commencement of the Additional Extension Period, and provided that the same shall occur within the Dedicated Elevator Useful Life, Tenant shall reimburse Landlord for another portion of Landlord’s Dedicated Elevator Portion in accordance with the procedure set forth above. Notwithstanding anything to the contrary contained herein, in the event that Tenant shall, from time to time, during the Renewal Term, replace all or any of the Dedicated Elevators following mutual agreement of Landlord and Tenant (each, a “Renewal Term Dedicated Elevator Replacement”, with each such replaced Dedicated Elevator being referred to as a “Renewal Term Replaced Elevator”), then Landlord shall reimburse Tenant for a portion (“Landlord’s Renewal Term Dedicated Elevator Portion”) of all costs incurred by Tenant in so replacing such Renewal Term Replaced Elevators (the “Renewal Term Dedicated Elevator Cost”) calculated as follows: Landlord’s Renewal Term Dedicated Elevator Portion shall mean the Renewal Term Dedicated Elevator Cost multiplied by a fraction, the numerator of which shall be 180 minus the number of full months remaining in the Renewal Term of this Lease following the completion of the Dedicated Elevator Replacement and the denominator of which shall be 180. In the event that the Renewal Term Dedicated Elevator Replacement shall have been completed during the Renewal Term and Tenant shall extend or otherwise renew the Term of this Lease, whether or not pursuant to a renewal option contained in this Lease (with the length of the term of such renewal or extension being referred to as the “Post Renewal Term Extension Period”), then upon the commencement of the Post Renewal Term Extension Period, and provided that the same shall occur within the useful life of the Replaced Elevator, in accordance with GAAP (the “Dedicated Elevator Useful Life”), Tenant shall reimburse Landlord, within thirty (30) days after receipt of an invoice therefor from Landlord along with such back-up materials and/or calculations to support Landlord’s determination of the portion of Landlord’s Renewal Term Dedicated Elevator Portion in an amount (the “Post Renewal Term Elevator Reimbursement”) equal to Landlord’s Renewal Term Dedicated Elevator Portion multiplied by a fraction, the numerator of which shall be the number of months in the Post Renewal Extension Period and the denominator of which shall be the number of months remaining in the Dedicated Elevator Useful Life (provided that in no event shall the fraction exceed the number 1). In the event that the Tenant shall further extend the Term of this Lease (with the length of the term of such extension being referred to as the “Post Renewal Additional Extension Period”), then upon the commencement of the Post Renewal Additional Extension Period, and provided that the same shall occur within the Dedicated Elevator Useful Life, Tenant shall reimburse Landlord for another portion of Landlord’s Renewal Term Dedicated Elevator Portion in accordance with the procedure set forth above.

               H. Notwithstanding anything to the contrary contained in this Lease, if Tenant’s back up and redundancy systems shall fail and if Tenant is unable to use the Premises for the ordinary conduct of Tenant’s business due to (a) an interruption of an Essential Service (as hereinafter defined) resulting from Landlord’s negligence or willful misconduct or (b) Landlord’s breach of an obligation under this Lease to perform repairs or replacements

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which results in Landlord’s failure to provide an Essential Service, in each case other than as a result of Unavoidable Delay, casualty or condemnation, and such condition continues for a period in excess of three (3) consecutive days after (i) Tenant furnishes a notice to Landlord (the “Abatement Notice”) stating that Tenant’s inability to use the Premises is solely due to such condition, (ii) Tenant does not actually use or occupy the Premises during such period for the ordinary conduct of its business and (iii) such condition has not resulted from the negligence or willful misconduct of Tenant, nor any of its subtenants or Permitted Users, or its or their officers, employees, agents, representatives, customers and business visitors, affiliates, agents, employees, contractors, subtenants, assignees or invitees, then Base Rent and Tenant’s Operating Expenses Payment shall be abated on a per diem basis for the period commencing on the fourth (4^th) day after Tenant delivers the Abatement Notice to Landlord and ending on the earlier of (x) the date Tenant reoccupies any portion of the Premises, and (y) the date on which such condition is substantially remedied. “Essential Service” shall mean a service which if not provided shall (1) effectively deny access to the Premises, (2) threaten the health or safety of any occupants of the Premises or (3) prevent or materially and adversely restrict the usage of more than 25% of the Premises for the ordinary conduct of Tenant’s business.

          13. RULES AND REGULATIONS.

               During the Term of this Lease, Tenant shall abide by and observe the rules and regulations attached hereto as Exhibit F and such other reasonable rules and regulations as may be made by Landlord from time to time, provided such other rules and regulations do not materially increase the financial burdens of Tenant or unreasonably restrict Tenant’s rights under this Lease and are not inconsistent with the terms of this Lease. Nothing contained in this Lease or in any rules and regulations shall be interpreted to impose upon Landlord any obligations to enforce against any tenant its rules and regulations, or the provisions of any lease with any other tenant, and Landlord shall not be liable to Tenant or any other entity for any violation of said rules, regulations or lease provisions; provided, however, if Landlord does enforce such rules and regulations, Landlord shall enforce such rules and regulations in a non-discriminatory manner, as against Tenant and other tenants of the Building. In the event of any conflict between the terms of this Lease and any rules and regulations, the terms of this Lease shall prevail.

          14. REPAIR OF DAMAGE CAUSED BY TENANT: INDEMNIFICATION.

               A. Repairs. Except as otherwise expressly provided in this Lease, but subject to the release and waiver of subrogation contained in Section 17 below, all damage to the Land, the Building or the Premises caused by any act or omission of Tenant shall be repaired at the sole expense of Tenant and Landlord shall have the right, at its option, after not less than ten (10) days advance written notice of such damage to (i) make such repairs and to charge Tenant for all actually incurred, out-of-pocket costs and expenses incurred in connection therewith as Additional Rent payable within ten (10) days after the rendering of a bill therefor, or (ii) to require that Tenant make such repairs in accordance with the provisions of Section 8 above. Tenant shall notify Landlord promptly of any injury, breakage or damage to the Land, the Building, or the Premises caused by Tenant.

               B.  Indemnification.

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                    (i) Other than to the extent caused by Landlord’s negligence or the negligence of Landlord’s employees or agents, Tenant hereby agrees to indemnify and hold Landlord harmless from and against all costs, damages, claims, liabilities and expenses, including reasonable attorneys’ fees, suffered by or claimed against Landlord, directly or indirectly, based on, arising out of or resulting from: (i) Tenant’s or its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees use and occupancy of the Premises or the business conducted therein or Tenant’s affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees presence in the Building or on the Land, (ii) the making by Tenant or its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees of any Alterations, (iii) any act or omission of Tenant or its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees, (iv) Tenant’s or its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees use of the loading dock and elevators, including the Dedicated Elevators, and (v) any breach or default by Tenant or its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees in the observance or performance of its covenants and obligations under this Lease.

                    (ii) Landlord shall indemnify, defend and hold harmless Tenant from and against all costs, damages, claims, liabilities and expenses, including reasonable attorneys’ fees, suffered by or claimed against Tenant arising from (i) any accident, injury or damage caused to any person or the property of any person in or about the Common Areas (specifically excluding the Premises, any area with respect to which Tenant has an exclusive use right, or any area in which Tenant shall have made Tenant Common Alterations) to the extent attributable to the negligence or willful misconduct of Landlord or its employees or agents or (ii) any breach or default by Landlord or its agents or employees in the observance or performance of its covenants and obligations under this Lease.

          15. LIMITATION ON LANDLORD LIABILITY.

               A. Liability Standard. In no event shall Landlord be liable for consequential damages. Tenant shall not be liable for consequential damages except where Tenant shall hold over, beyond the Consequential Grace Period (as hereinafter defined), if applicable, in any portion of the Premises after the expiration or termination of the Lease Term and/or after the Additional Surrender Date, as the case may be.

               B. Limitation on Total Liability. Notwithstanding any other provision of this Lease, it is expressly understood and agreed that the total liability of Landlord arising out of or in connection with this Lease, the relationship of Landlord and Tenant hereunder and/or Tenant’s use of the Premises, shall be limited to the estate of Landlord or Landlord’s interest in the Land and Building together with sales and insurance proceeds, condemnation awards, title insurance awards and rental income derived from the Building, all to the extent the same have not been distributed. No other property or assets of Landlord or any partner or owner of Landlord shall be subject to levy, execution, or other enforcement proceedings or other judicial process for the satisfaction of any judgment or any other right or remedy of Tenant arising out of or in connection with this Lease, the relationship of Landlord and Tenant hereunder and/or Tenant’s use of the Premises and/or any other portion of the Building.

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          16. FIRE AND OTHER CASUALTY.

               If the Premises shall be damaged by fire or other casualty, the Lease shall not terminate and, upon adjustment of insurance claims, Landlord shall repair the damage, provided that Landlord shall have no obligation to repair damage to or replace any Tenant’s Removal Property and/or any Inside Infrastructure and/or Outside Infrastructure (whether or not the same constitute Tenant Common Alterations). Except as otherwise provided herein, if any part of the Premises are rendered untenantable by reason of any such damage, Rent shall abate from the date of the damage to the date the damage for which Landlord is responsible hereunder is repaired, in the proportion that the area of the untenantable part bears from time to time to the total area of the Premises. No compensation or reduction of Rent shall be paid or allowed for inconvenience, annoyance or injury to Tenant or Tenant’s business arising from any damage to or repair of the Premises or the Building.

               Notwithstanding the foregoing: (i) if the damage to the Premises and/or the Building is due to an uninsured risk or insurance proceeds are otherwise unavailable to cover the expenses of restoration or repair of the damage (other than any applicable Allowable Deductible), or Landlord does not receive sufficient insurance proceeds to fully repair the damage, or if the Building shall be so damaged that, as determined by Landlord, substantial reconstruction of the Premises or the Building is required (whether or not the Premises have been damaged), then Landlord, at its option, may give Tenant, within ninety (90) days after the casualty, written notice of termination of this Lease, and this Lease and the Term shall terminate (whether or not the Term has commenced) upon the expiration of thirty (30) days from the date of the notice, with the same effect as if the new expiration date had been the date initially fixed for expiration of the Term, and all Rent shall be apportioned as of such date and (ii) if a written estimate prepared by Landlord’s architect or general contractor which estimate Landlord shall obtain within ninety (90) days of such fire or casualty, indicates that the portion of the Premises or the Building whose restoration is the responsibility of Landlord hereunder, as applicable, cannot be restored to the condition that existed prior to the casualty within eighteen (18) months of the casualty, then either Landlord or Tenant may, at their option, terminate this Lease by notifying the other party in writing of such termination within thirty (30) days after the receipt of such estimate. If Tenant shall not have elected to, or was not entitled to, terminate this Lease in accordance with this Section and Landlord shall fail to substantially complete its restoration work on or before the later to occur of eighteen (18) months after the date of such damage or sixty (60) days after the date upon which Landlord’s contractor estimated such restoration would be completed, in either case, inclusive of any delays caused by Unavoidable Delays, Tenant may elect, as its sole remedy, to terminate this Lease upon thirty (30) days notice to Landlord given not earlier than the last day of the period specified above, and if Tenant shall give such a notice this Lease shall terminate on the 30th day following the giving of such notice unless Landlord shall have substantially completed its reconstruction work by such 30th day. If Landlord shall have substantially completed its restoration work, Tenant’s notice of termination shall be null and void and this Lease shall remain in full force and effect.

          17. TENANT INSURANCE.

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               A. Types of Insurance Required. Tenant, at its expense, shall obtain and maintain in effect at all times during the Term an insurance policy providing the following coverage:

                    (1) An “all risk” insurance policy covering all of Tenant’s Removal Property and all Inside Infrastructure and Outside Infrastructure (whether or not the same constitute Tenant Common Alterations), and Tenant Common Alterations, for not less than the full replacement value thereof. All proceeds of such insurance shall be used to repair or replace the items so insured provided that, to the extent required under this Lease, Landlord shall have repaired damage to the Building following a casualty.

                    (2) A commercial general liability policy on an occurrence basis, with the following limits:

Each occurrence limit for bodily injury and property damage	$[XXX]*
General aggregate	$[XXX]*
Product/completed operations aggregate	$[XXX]*
Damage to rented premises	$[XXX]*
Medical payments (any one person)	$[XXX]*

               Said insurance shall name Landlord (in care of Landlord’s management agent and referring to the Building by its address), Landlord’s management agent and Mortgagees that Landlord identifies in writing to Tenant as additional insureds. From time to time during the Term, Landlord may require Tenant to increase said limits of said insurance to the limits of liability insurance then customarily required of tenants of other Comparable Buildings (or, if not a city, other local jurisdiction) in which the Building is located or to comply with the reasonable requirements of the Mortgagee. A combination of General Liability Coverage and Umbrella Liability Coverage is acceptable to comply with the liability insurance limits required above provided such umbrella polices shall comply with the terms hereof.

               B. Required Provisions of Policies. All insurance policies required to be maintained by Tenant under this Lease must: (i) be in form and have content reasonably satisfactory to Landlord; (ii) be written as primary policy coverage and not contributing to or in excess of any coverage which Landlord or the Mortgagees may carry; (iii) intentionally omitted; and (iv) provide that the policy may not be cancelled or permitted to lapse unless Landlord shall have received at least fifteen (15) days prior written notice of cancellation or non-renewal. Tenant shall deliver to Landlord (in care of Landlord’s management agent and referring to the Building by its address) a certificate of insurance evidencing each such policy and any renewal policy before the Lease Commencement Date and at least fifteen (15) days before the expiration of any policies. Any insurance required of Tenant or Landlord under this Section may be carried under a blanket policy, provided that said policy shall specifically set forth the amount of insurance allocated to this Lease.

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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               C. Effect of Tenant’s Activities on Insurance. Tenant shall not conduct or permit to be conducted any activity, or place any equipment in or about the Land, the Building or the Premises which will increase the rate of, or make void or voidable, any fire or other insurance maintained or required to be maintained by Landlord or any Mortgagee on the Building, the Land or the property kept thereon or therein, which will conflict with the provisions of any such insurance policy or which will make it impracticable for Landlord to obtain insurance covering any risks against which Landlord reasonably determines it advisable to obtain insurance, provided such determination is consistent with insurance coverages carried by Landlord’s of Comparable Buildings. Landlord hereby represents that the use of the Premises in effect on the Existing Date (the “Existing Date Permitted Use”) does not conflict with any insurance policy in place as of the Lease Commencement Date. In the event any increases in the rates of such insurance are, in Landlord’s reasonable judgment, directly attributable to any activity conducted (other than the Existing Date Permitted Use) or property installed or placed by Tenant on or about the Land, the Building or the Premises or to Alterations installed by Tenant or at Tenant’s request, Tenant shall reimburse Landlord for the amount of such increases promptly upon demand. Statements by the applicable insurance company or insurance rating bureau that such increases are due to any such activity, property or improvements shall be conclusive for the purposes of determining Tenant’s liability hereunder.

               D. Intentionally Omitted.

               E. Landlord’s Insurance. At all times and during the Term, the Landlord shall carry for the benefit of Landlord, property insurance and flood insurance, if the Building is in a flood zone in which Federal flood insurance is generally made available and prudent landlords in the vicinity of the Building are so maintaining flood insurance, in an amount equal to the full replacement value of the Building, excluding the replacement value of the Tenant Removal Property (including, without limitation, Outside Infrastructure, Inside Infrastructure and Tenant Common Alterations), subject only to the Allowable Deductible, and not less than the requirements of any Mortgagee holding a Mortgage on Landlord’s interest in the Property. The Landlord and its Mortgagee shall be named loss payee under any such policy, as their respective interests may appear. The Landlord shall carry general public liability insurance for not less than Five Million Dollars ($5,000,000.00) CSL, in addition to Tenant’s general public liability insurance requirement as outlined in Section 17.A. above, naming Landlord as the insured. All insurance required to be maintained by the Landlord shall be effected by valid and enforceable policies issued by insurers with a Bests Rating of A-/VII or better, which are authorized to do business in Pennsylvania.

               F. Intentionally Omitted.

               G. Waiver of Subrogation. Anything in this Section 17 or in this Lease to the contrary notwithstanding, each of Landlord and Tenant hereby release each other from, and waive, on behalf of themselves and those claiming through or under them (including, in the case of Tenant, on behalf of its subtenants and Permitted Users), any and all rights of recovery against the other and those claiming through or under the other and its and their officers, employees, agents, representatives, customers and business visitors for loss of or damage to such waiving party or its property or the property of others claiming through or under it, arising from any cause insured against under any “all risk” policy of insurance

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required hereunder or carried by such waiving party (or any other policy of insurance carried by such waiving party in lieu thereof) at the time of such loss or damage. The foregoing waiver shall be effective whether or not the waiving party actually obtains and maintains the insurance which such waiving party is required to obtain and maintain pursuant to this Lease (or any substitute therefor). Landlord and Tenant shall, upon obtaining the policies of insurance which they are required to maintain hereunder, give written notice to their respective insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease. In addition, Tenant and Landlord shall obtain waivers of subrogation for the benefit of one another, from any company issuing any “all risk” policy of insurance obtained by either of them. Landlord shall not be liable for injury, loss, expense, claim or damage to the person, property, or interests of Tenant or those claiming through or under Tenant covered (or required hereunder to be covered) by “all risk” insurance, irrespective of whether any such damage is occasioned by the negligence of Landlord, its servants, agents, employees or contractors. Similarly, Tenant shall not be liable for injury, loss, expense, claim or damage to the person, property, or interests of Landlord or those claiming through or under Landlord covered (or required hereunder to be covered) by “all risk” insurance, irrespective of whether any such damage is occasioned by the negligence or of Tenant, its servants, agents, employees or contractors.

          18. CONDEMNATION.

               A. Landlord’s Right to Terminate. If a substantial part of the Premises, the Building or the Land is taken or condemned by any governmental authority for any purpose or is granted to any authority in lieu of condemnation (collectively, a “taking”), Landlord shall have the right in its sole discretion to terminate this Lease by written notice to Tenant, and upon the giving of such notice, the Term shall terminate as of the date title vests in the authority, and Rent shall be abated as of that date. For purposes of this Section, a “substantial part” of the Premises, the Land or the Building shall be considered to have been taken if, in either case, 10% or more of the Premises, the Land or the Building is taken.

               B. Tenant’s Right to Terminate. This Lease and the Term hereof shall terminate: (a) if the entire Premises shall be taken by condemnation, or (b) at the option of Tenant (exercisable by written notice given to Landlord within thirty (30) days after the date of any such taking), if a material part of the Premises shall be taken in any condemnation proceeding(s) such that it is no longer reasonably practical for Tenant to conduct its business at the Premises. A taking of a “material part” of the Premises shall mean the condemnation of 10% or more of the Premises.

               C. Adjustment of Rent. In the event that any portion of the Premises is taken in condemnation and if this Lease is not terminated, then this Lease shall remain in full force and effect as to such remaining portion, except that from and after the effective date of any such taking, Tenant shall be entitled to a proportionate reduction in the Rent and any Operating Expenses required to be paid hereunder in accordance with any reduction in square foot area of the Premises caused by such taking. Landlord shall promptly restore the portion of the Premises remaining after such taking to a complete architectural unit. Any restoration by Landlord shall be limited to the basic building structure (not including any of the Tenant Improvements) as demised by Landlord to Tenant as of the Effective Date. In the event this

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Lease is not terminated as aforesaid and Landlord does not restore the Premises within a period of eighteen (18) months after the date of taking, then and in that event, Tenant shall have the option to terminate this Lease by notice in writing delivered to Landlord prior to completion of such restoration.

               D. Division of Award. Tenant shall have no claim against Landlord arising out of or related to any taking, or for any portion of the amount that may be awarded as a result, and Tenant hereby assigns to Landlord all its rights, title and interest in and to any such award; provided, however, that Tenant may assert any claim it may have against the authority for compensation for Tenant’s movable personal property, and for any relocation expenses compensable by statute, as long as such awards shall be made in addition to and stated separately from the award made for the Land, the Building and the Premises.

          19. DEFAULT.

               A. Default of Tenant. The following events shall be a default by Tenant (a “Default”) under this Lease:

                    (1) Failure of Tenant to pay Rent as and when due, if the failure continues for ten (10) days after written notice from Landlord specifying the failure.

                    (2) Failure of Tenant to comply with or perform any covenant or obligation of Tenant under this Lease, other than those concerning the payment of Rent, if the failure continues for thirty (30) days after written notice from Landlord to Tenant specifying the failure (or, in the case of a default not susceptible of a cure within thirty (30) days, if Tenant shall fail to commence a cure within thirty (30) days after such notice and diligently complete such cure within a reasonable time).

                    (3) If Tenant or, if Tenant is a partnership, any general partner of Tenant (“Partner”), shall file a voluntary petition in bankruptcy or insolvency, shall be adjudicated bankrupt or insolvent or shall file a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other law, or shall make an assignment for the benefit of creditors, or shall seek or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or any Partner or of all or any part of the property of Tenant or of such Partner.

                    (4) If, within ninety (90) days after the commencement of any proceeding against Tenant or Partner, whether by the filing of a petition or otherwise, seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future applicable federal, state or other law, such proceeding shall not have been dismissed or if, within ninety (90) days after the appointment of any trustee, receiver or liquidator of Tenant or any Partner, or of all or any part of the property of Tenant or of any Partner, without the acquiescence of such individual or entity, such appointment shall not have been vacated or otherwise discharged, or if any execution or attachment shall have been issued against the property of Tenant or of any Partner, pursuant to which the Premises shall be taken or occupied or attempted to be taken or occupied.

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                    (5) If Tenant vacates, abandons or ceases to carry on its ordinary activities in the Premises prior to the Lease Expiration Date, with or without an intention of paying Rent, and shall fail to take all commercially reasonable steps to secure the Premises, the Tenant Common Alterations and any area in the Building to which Tenant has an exclusive use right.

               B. Remedies Upon Default. Upon the occurrence of a Default, Landlord shall have the right, then or at any time thereafter:

                    (1) Without demand or notice, to reenter and take possession of all or any part of the Premises, to expel Tenant and those claiming through Tenant and to remove any property therein, either by summary proceedings or by any other action at law, in equity or otherwise, with or without terminating this Lease, without being deemed guilty of trespass and without prejudice to any other remedies of Landlord for breach of this Lease, and/or

                    (2) To give Tenant written notice of Landlord’s intent to terminate this Lease, and on the date specified in Landlord’s notice, Tenant’s right to possession of the Premises shall cease and this Lease shall terminate.

                    If Landlord elects to terminate this Lease, everything contained in this Lease on the part of Landlord to be done shall cease, without prejudice to Landlord’s right to recover from Tenant all Rent, as set forth in Subsections 19.C. and 19.D. below. If Landlord elects to reenter pursuant to Subsection 19.B.(1) above, Landlord may terminate this Lease, or from time to time without terminating this Lease, may relet all or any part of the Premises, for such term, at such rental and upon such other provisions as Landlord deems acceptable, with the right to make any alterations and repairs to the Premises that Landlord deems appropriate, at Tenant’s expense. No such reentry or taking of possession of the Premises shall be construed as an election to terminate this Lease, unless notice of such intention is given pursuant to Subsection 19.B.(2) above, or unless termination be decreed by a court of competent jurisdiction at the instance of Landlord. Landlord shall in no event be under any obligation to relet any part of the Premises.

               C. Liability of Tenant. If Landlord terminates this Lease or reenters the Premises (with or without terminating this Lease), Tenant shall remain liable (in addition to all other liabilities of Tenant accrued at the time of the Default) for the sum of (i) any unpaid Rent accrued prior to the time of termination and/or reentry, as the case may be, plus interest thereon from the due date at the Default Rate, (ii) all Base Rent and Additional Rent provided for in this Lease from the time of termination and/or reentry, as the case may be, until the date this Lease would have expired had a Default not occurred, plus interest thereon from the due date at the Default Rate, and (iii) any and all expenses (including but not limited to reasonable attorneys’ and brokerage fees) actually incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in providing tenant improvements and paying leasing commissions in re-leasing the space, painting, altering or repairing the Premises in order to place the Premises in the condition required in order for Landlord to relet the Premises (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any other amounts necessary to compensate Landlord for any other injury or detriment caused by the Default, minus the net

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proceeds (after deducting any rental abatements, tenant improvement allowances and other concessions and inducements) actually received by Landlord, if any, from any reletting to the extent attributable to the period prior to the date this Lease would have expired had a Default not occurred. Landlord shall have the option to recover any damages sustained by Landlord either at the time of reletting, if any, or in separate actions from time to time as said damages shall have been made more easily ascertainable by successive relettings or, at Landlord’s option, to defer any such recovery until the date this Lease would have expired in the absence of a Default, in which event Tenant hereby agrees that the cause of action shall be deemed to have accrued on the aforesaid date. The provisions of this Section shall be in addition to, and shall not prevent the enforcement of, any claim Landlord may have for anticipatory breach of this Lease.

               D. Liquidated Damages. In addition to Landlord’s rights pursuant to Subsection 19.C. above, if Landlord terminates this Lease, Landlord shall have the right at any time, at its sole option, to require Tenant to pay to Landlord on demand, as liquidated damages, the sum of (i) the total of the Base Rent, Additional Rent and all other sums which would have been payable under this Lease from the date of Landlord’s demand for liquidated damages (“Landlord’s Demand”) until the date this Lease would have terminated in the absence of the Default, discounted to present value at the rate of five percent (5%) per annum (the “Discount Rate”), (ii) all unpaid Rent accrued prior to the time of Landlord’s Demand, plus interest thereon from the due date at the Default Rate, and (iii) any and all expenses (including but not limited to reasonable attorneys’ and brokerage fees) actually incurred by Landlord in reentering and repossessing the Premises, in correcting any default, in providing tenant improvements and paying leasing commissions in re-leasing the space, painting, altering or repairing the Premises in order to place the Premises in the condition required in order for Landlord to relet the Premises (whether or not the Premises are relet), in protecting and preserving the Premises and in reletting or attempting to relet the Premises, and (iv) any other amounts necessary to compensate Landlord for any other injury or detriment caused by the Default, minus the sum of (a) the net fair market rental value of the Premises for the period referred to in Subsection 19.D.(i) above, discounted to present value at the Discount Rate, and (b) any sums actually paid by Tenant or subsequent tenants to Landlord pursuant to Subsection 19.C(ii) above; provided, however, that if said damages shall be limited by law to a lesser amount, Landlord shall be entitled to recover the maximum amount permitted by law. The “net fair market rental value” referred to in Subsection 19.D.(a) above shall be the fair market rental value of the Premises at the time of Landlord’s Demand, reduced by any rental abatements, tenant improvement allowances and other concessions and inducements generally provided by landlords seeking to lease comparable commercial property in the area of the Premises at the time of Landlord’s Demand. If reletting is accomplished within a reasonable time after Lease termination upon arms-length, commercially reasonable terms, the “net fair market rental value” referred to in Subsection 19.D.(a) above shall be deemed prima facie to be the net rental income (after deducting any rental abatements, tenant improvement allowances and other concessions and inducements) realized upon such reletting.

               E. Non-Duplication; Recovery not to Exceed Losses. Notwithstanding anything to the contrary contained herein, Landlord shall not be entitled to recover economic damages under both Subsections 19.C and 19.D if and to the extent the same are duplicative (i.e., are intended to compensate Landlord for the same economic loss),

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nor shall Landlord be entitled to recover economic damages in excess of the net losses actually incurred or suffered by Landlord.

               F. Waiver. Tenant, on its own behalf and on behalf of all persons and entities claiming through Tenant, including but not limited to creditors of Tenant, hereby waives any and all rights and privileges which Tenant and such other persons and entities might otherwise have under any present or future law: (i) to redeem the Premises, (ii) to reenter or repossess the Premises, or (iii) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court, any reentry by Landlord or any expiration or termination of this Lease, whether by operation of law or pursuant to the provisions of this Lease. Tenant hereby expressly waives receipt of a notice to quit.

               G. Lien on Personal Property. Landlord agrees to execute from time to time, but prior to the occurrence and continuance of a Default, a waiver of Landlord’s lien agreement, in form reasonably acceptable to Landlord and Tenant or its lenders. Tenant shall have the right to remove and/or replace any trade fixtures, machinery and/or equipment owned by Tenant (except that Tenant shall not remove any items comprising Outside Infrastructure unless (i) Tenant shall, solely at Tenant’s cost and expense, replace the same, or (ii) the same is no longer used in Tenant’s business operations), provided that Tenant shall promptly repair and restore any and all damage to the Premises, Land or the Building sustained or incurred in connection with the installation, moving or removal of such items.

               H. Right of Distress. Landlord shall, to the extent permitted by law, have a right of distress for Rent.

               I. Right of Landlord to Cure. If Tenant defaults in the making of any payment or in the doing of any act required to be made or done by Tenant under this Lease after the expiration of any applicable cure period (except in an emergency, in which case Landlord may act immediately if it appears that Tenant is not taking immediate action to address such default), then Landlord may, at its option, make such payment or do such act, and the expenses thereof, with interest thereon at the Default Rate, from the date paid by Landlord, shall constitute Additional Rent hereunder due and payable by Tenant with the next payment of Monthly Base Rent.

               J. Attorneys’ Fees. In the event of any litigation between Tenant and Landlord to enforce any provision of this Lease or any right of either party hereto, the unsuccessful party to such litigation shall pay to the successful party all costs and expenses, including, without limitation, reasonable attorney’s fees, incurred therein. Moreover, Landlord shall be entitled to recover from Tenant any and all reasonable fees (including, without limitation, reasonable attorney’s fees) incurred in or related to bankruptcy proceedings relating to Tenant, including reasonable fees (including, without limitation, reasonable attorney’s fees) incurred in or related to issues and events that are peculiar to bankruptcy. Furthermore, if Landlord, without fault, is made a party to any litigation instituted by or against Tenant, Tenant shall indemnify Landlord against, and protect, defend, and save it harmless from, all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by it in connection therewith.

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               K. Survival. Tenant’s liability pursuant to this Section 19 shall survive the termination of this Lease, the institution of summary proceedings and/or the issuance of a warrant thereunder.

               L. Landlord’s Default. If Landlord is in default under this Lease and Landlord shall fail to remedy such default, as required under hereunder, within the cure periods set forth herein (or within thirty (30) days, if no cure period is set forth herein for such default), which cure period may be extended if (x) the nature of Landlord’s obligation is such that more than the time allocated in such cure period is reasonably required to cure such default, and (y) Landlord has commenced to remedy such default within the applicable cure period and diligently pursues the same to completion, Tenant shall have the option, but shall not be obligated, to cure such default and thereafter, Landlord shall reimburse Tenant for the actual reasonable out-of-pocket cost thereof within thirty (30) days of Tenant’s delivery of an invoice therefor. In the event that Landlord fails to timely reimburse Tenant for any such expense, interest shall accrue thereon from the due date until paid at the Default Rate. Except as otherwise specifically provided to the contrary herein, in no event shall Tenant have the right to terminate this Lease as a result of Landlord’s default.

          20. NO WAIVER.

          No failure or delay by either Landlord or Tenant in enforcing its right to strict performance by the other party of every provision of this Lease or in exercising any right or remedy hereunder, and no acceptance by Landlord of full or partial rent during the continuance of any Default, shall constitute a waiver of the provision or the Default, and no provision shall be waived or modified except by a written instrument executed by Landlord. No payment by Tenant, or receipt by Landlord, of a lesser amount than the full Rent shall be deemed to be other than a payment on account, notwithstanding any endorsement or statement on any check or letter accompanying any payment of any Rent. No waiver of any Default or settlement of any proceeding instituted on account of any claimed Default shall affect or alter this Lease or constitute a waiver of any of either Landlord’s or Tenant’s rights hereunder.

          21. HOLDING OVER.

          If Tenant shall be in possession of the Premises after termination of this Lease (whether by normal expiration of the Term or otherwise), at Landlord’s option: (i) Landlord may deem Tenant to be occupying the Premises as a tenant from month-to-month, at the sum of one hundred fifty percent (150%), for the first sixty (60) days, and thereafter two hundred percent (200%), of the Monthly Base Rent in effect for the last full month of the Term, plus the monthly installment of Additional Rent which is then payable pursuant to Section 5.C. of this Lease, and subject to all of the other provisions of this Lease, as applicable to a month-to-month tenancy, or (ii) Landlord may exercise any or all remedies for Default and at law and in equity, including but not limited to an action against Tenant for wrongfully holding over, provided however, in no event shall Tenant be liable for consequential or punitive damages under this Section 21, unless Landlord shall have (or shall have thereafter) entered in to a new lease for any portion of the Premises and Tenant shall remain in possession of any portion of the Premises for more than sixty (60) days after the termination of this Lease (with such 60-day period being referred to as

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the “Consequential Grace Period”), in which event Tenant shall be liable for consequential damages resulting therefrom.

          22. SUBORDINATION.

               A. Lease Subordinate. This Lease shall be subject and subordinate to the lien of any and all Mortgages and to any Ground Leases and any and all renewals, extensions, modifications, recastings and refinancings thereof. This clause shall be self-operative, without execution of any further instrument; but if requested by Landlord or any Mortgagee, Tenant shall promptly execute a certificate or other document evidencing and providing for such subordination provided such certificate or other document is reasonably acceptable to Tenant. Tenant agrees that, if any Mortgage is foreclosed or the Ground Leases terminated, upon request by the purchaser at the foreclosure sale or Ground Lessor, as the case may be, Tenant shall attorn to and recognize the purchaser or Ground Lessor as the landlord under this Lease and shall make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever except to the extent expressly allowed hereunder. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise affect this Lease or the obligations of Tenant hereunder in the event that any such foreclosure, termination or other proceeding is filed, prosecuted or completed. Notwithstanding anything herein to the contrary, any Mortgagee may at any time subordinate the lien of its Mortgage to the operation and effect of this Lease without Tenant’s consent, by giving Tenant written notice of such subordination, in which event this Lease shall be deemed to be senior to such Mortgage, and thereafter such Mortgagee shall have the same rights as it would have had if this Lease had been executed, delivered and recorded before said Mortgage.

               B. Modifications to Lease. In the event any of Landlord’s insurance carriers or any Mortgagee requests reasonable modifications to this Lease, Tenant shall execute a written amendment incorporating such requested modifications within thirty (30) days after the same has been submitted to Tenant by Landlord, provided that such modifications (i) do not affect, to more than a de minimis extent, Tenant’s use, occupancy or enjoyment of the Premises as herein permitted, (ii) increase the financial burden of Tenant hereunder, or (iii) do not otherwise change or modify any of Tenant’s rights hereunder (collectively, an “Enlargement Modification”).

               C. Non-Disturbance. Landlord shall obtain from the holder of any currently existing leasehold Mortgage encumbering Landlord’s leasehold estate, a subordination, attornment and nondisturbance agreement (“Nondisturbance Agreement”) on such lender’s standard form subject to Tenant’s reasonable approval, which shall provide, inter alia, that the leasehold estate granted to Tenant under this Lease will not be terminated or disturbed by reason of the foreclosure of the Mortgage held by such leasehold Mortgagee so long as there shall be no Default under this Lease, and in the event the leasehold Mortgagee or its respective successor or assigns shall enter into and lawfully become possessed of Landlord’s leasehold interest and shall succeed to the rights of Landlord hereunder, Tenant will attorn to the successor as its landlord under this Lease and, upon the request of such successor landlord, Tenant will execute and deliver an attornment agreement in favor of the successor landlord. Tenant expressly acknowledges that no right on the part of any Mortgagee to cure any default of Landlord

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hereunder shall be deemed to be an Enlargement Modification to the extent provided for in the Nondisturbance Agreement.

               D. Future Leasehold Mortgagees or Future Ground Lessors. In the event a future leasehold mortgagee or future ground lessor shall be unwilling to enter into a Nondisturbance Agreement, this Lease shall remain in full force and effect and the obligations of Tenant shall not in any manner be affected except that, anything to the contrary contained in this Lease notwithstanding, this Lease shall not be subject and subordinate to such future leasehold Mortgage or Future Ground Leases. Any agreement substantially in the form of a subordination and non-disturbance agreement previously executed by Tenant in connection with this Lease or any prior lease between Landlord and Tenant (or their predecessors-in-interest) shall be deemed satisfactory to Tenant. If Tenant shall fail or refuse, for any reason, to execute and deliver to Landlord a subordination and Nondisturbance Agreement in proper form within fifteen (15) days after delivery thereof to Tenant, then Tenant’s interest under this Lease shall be subordinate to the leasehold Mortgage or Ground Leases in question.

               E. Fee Mortgagees. Landlord agrees to request from any holder of a fee Mortgage, a Nondisturbance Agreement, but Landlord shall have no liability to Tenant if it shall be unable to obtain the same.

               F. Existing Ground Leases. Landlord shall obtain from the lessor under the Existing Ground Lease a Nondisturbance Agreement substantially similar to the Nondisturbance Agreement attached hereto as Exhibit I.

               G. Comments to Nondisturbance Agreements. In the event that Tenant shall timely request in writing commercially reasonable changes with respect to any Nondisturbance Agreement, and provided that the same shall not previously have been submitted and rejected by the Mortgagee or Ground Lessor in question, Landlord shall forward the same for review to the appropriate Mortgagee or Ground Lessor (it being agree that Landlord shall not be subjected to any liability in the event that any such Mortgagee or Ground Lessor shall reject all or any portion of any such comments).

          23. ASSIGNMENT AND SUBLETTING.

               A. No Transfer Without Consent; Permitted Transfers. Subject to the terms of this Section 23, Tenant shall not, without the prior written consent of Landlord in each instance (which consent shall not be unreasonably withheld, delayed or conditioned) (i) assign, mortgage or otherwise encumber this Lease or any of its rights hereunder; (ii) sublet the Premises or any part thereof or permit the occupancy or use of the Premises or any part thereof by any persons or entities other than Tenant; or (iii) permit the assignment of this Lease or any of Tenant’s rights hereunder by operation of law. Any attempted assignment, mortgaging or encumbering of this Lease or any of Tenant’s rights hereunder and any attempted subletting or grant of a right to use or occupy all or a portion of the Premises in violation of the foregoing sentence shall be void. Notwithstanding the foregoing, Tenant shall have the right, without Landlord’s consent (a “Permitted Transfer”; with the party to whom such Permitted Transfer shall be made being referred to as a “Permitted Transferee”), upon ten (10) days advance written notice to Landlord, to assign this Lease or sublet the whole or any part of the Premises

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to (a) any entity resulting from a merger or consolidation with Tenant (its successors or assigns), (b) any entity succeeding to substantially all of the business and assets of Tenant (its successors and assigns), or (c) an Affiliate (as hereinafter defined); provided, that the net worth of the surviving or successor entity is at least $[XXX]*, Tenant shall remain fully liable under the terms of the Lease, and further provided the assignee or subtenant and Tenant shall enter into Landlord’s standard consent to sublease agreement or consent to assignment agreement. Tenant shall not have the right to transfer control except in connection with a Permitted Transfer. “Affiliate” shall mean any entity that controls, is controlled by or is under common control with Tenant. For purposes of the preceding sentence, control shall mean, with respect to any corporation, partnership or other business entity, (a) the ownership of fifty percent (50%) or more of the voting interests, or (b) the ownership of at least twenty percent (20%) of the voting interests and the possession of the power to direct or cause the direction of the management and policy of such corporation, partnership or other business entity by reason of the ownership of such voting interests or by virtue of voting trusts or other contractual arrangements. No such Permitted Transfer shall be performed or structured as a means of circumventing the profit split provisions contained in this Lease (as evidenced by a certification from an officer of the assignor representing and warranting the same on behalf of the assignor (the “Non-Circumvention Certification”), which Non-Circumvention Certification shall be delivered to Landlord not less than ten (10) days prior to such transfer.

               B. Take-Back Rights. Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any request by Tenant to assign this Lease or to sublease space in the Premises other than in the event of a Permitted Transfer, to terminate this Lease with respect to said space as of the date thirty (30) days after Landlord’s election. In the event of a recapture by Landlord, if this Lease shall be canceled with respect to less than the entire Premises, Base Rent, Tenant’s Share and the number of parking spaces Tenant is entitled to use shall be adjusted on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises prior to such termination, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of same. If Landlord recaptures only a portion of the Premises, it shall construct and erect at its sole cost such partitions as may be required to sever the space to be retained by Tenant from the space recaptured by Landlord. Landlord may, at its option, lease any recaptured portion of the Premises to the proposed subtenant or assignee or to any other person or entity without liability to Tenant. Tenant shall not be entitled to any portion of the profit, if any, Landlord may realize on account of such termination and reletting. Tenant acknowledges that the purpose of this Section 23.B. is to enable Landlord to receive profit in the form of higher rent or other consideration to be received from an assignee or sublessee, to give Landlord the ability to meet additional space requirements of other tenants of the Building and to permit Landlord to control the leasing of space in the Building. Tenant acknowledges and agrees that the requirements of this Section 23.B. are commercially reasonable and are consistent with the intentions of Landlord and Tenant.

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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          C. Intentionally Omitted.

          D. Expenses and Profits; Effect of Consent.

                    (1) In the event Landlord permits Tenant to assign or sublet all or a portion of the Premises to a third party, then eighty percent (80%) of any sums that are paid by such third party for the right to occupy the Premises, in excess of the Rent then in effect (after deducting from such excess Tenant’s reasonable, actual out-of-pocket expenses incurred in procuring such assignee or sublessee including, without limitation any rental concessions, brokerage commissions and construction allowances) (“Profits”) shall be paid by Tenant to Landlord on a monthly basis as Additional Rent. In the case of a sublease, such costs shall be amortized over the term of the sublease.

                    (2) Tenant shall be responsible for all costs and expenses, including attorneys’ fees, incurred by Landlord in connection with any proposed or purported assignment or sublease and an administrative fee of Two Thousand Five Hundred Dollars ($2,500.00).

                    (3) Except as otherwise set forth herein, the consent by Landlord to any assignment or subletting shall neither be construed as a waiver or release of Tenant from any covenant or obligation of Tenant under this Lease, nor as relieving Tenant from giving Landlord the aforesaid thirty (30) days notice of, or from obtaining the consent of Landlord to, any further assignment or subletting. The collection or acceptance of Rent from any such assignee or subtenant shall not constitute a waiver or release of Tenant from any covenant or obligation of Tenant under this Lease, except as expressly agreed by Landlord in writing. In the event Tenant defaults hereunder, Tenant hereby assigns to Landlord the Rent due from any assignee or subtenant and hereby authorizes each such party to pay said Rent to Landlord.

               E. Permitted Users.

                    (1) Landlord hereby acknowledges that part of the Permitted Use and Tenant’s operations in the Building consist of Tenant allowing its customers, as part of the service provider-customer business relationship, to use and/or sublease certain portions of the Premises as hereinafter provided at any time and from time to time during the Term (each a “Permitted User”). Notwithstanding anything to the contrary in this Section 23, so long as the principal and primary reason for entering into such use and/or sublease arrangements is to facilitate the service provider-customer business relationship (and is not simply a means of allowing the use or occupancy of the Premises by any such customers) (the “Principal Use Test”), then Tenant, without prior consent, and without sharing consideration with Landlord, may enter into agreements with Permitted Users for a computer facility and operations centers, and data processing centers with networking capacity and other related office uses. No Permitted User shall have the right to assign, further sublet or allow any other party to use any portion of the Premises, except to a party who shall satisfy both (i) the criteria for a Permitted Transferee, and (ii) the Principal Use Test, and (iii) and then only for so long as such entity shall continue to satisfy both the Permitted Transferee criteria and Principal Use Test (it being agreed

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that the right of such entity to use or sublease any portion of the Premises shall cease immediately upon the cessation of either or both of the foregoing standards).

                    (2) With respect to each and every Permitted User, the following shall apply: (i) each Permitted User shall have no privity of contract with Landlord and therefore shall have no rights under this Lease, and Landlord shall have no liability or obligation to the Permitted User under this Lease for any reason whatsoever in connection with such use or occupancy, which use and occupancy shall be subject and subordinate to this Lease), (ii) each Permitted User shall use the Premises in conformity with all applicable provisions of this Lease, including Section 6, (iii) Tenant shall be liable for the acts of such Permitted User in the Premises and the Building, and (iv) Tenant shall cause every Permitted User to waive against Landlord and those claiming through or under Landlord, any claim for damages to its property or its business and any claim to consequential damages.

          24. TRANSFER BY LANDLORD.

               Landlord (and any successor or affiliate of Landlord) may freely sell, assign or transfer all or any portion of its interest in this Lease or the Premises, the Building or the Land and, in the event of any such sale, assignment or transfer (a “Transfer”), shall be relieved of any and all obligations under this Lease from and after the date of the sale, assignment or transfer, and the transferee of Landlord’s interest (or that of such successor or affiliate of Landlord) in the Lease or the Premises, the Building or the Land, as the case may be, shall be deemed to have assumed all obligations under this Lease arising from and after the date of the Transfer. From and after said Transfer, Tenant shall be bound to such purchaser, assignee or other transferee, as the case may be, as though the latter had been the original Landlord hereunder.

          25. INABILITY TO PERFORM.

               In the event that Landlord or Tenant shall be delayed or prevented from performing any of its obligations pursuant to the provisions of this Lease (other than Tenant’s obligation to pay Rent hereunder) due to an Unavoidable Delay then such party shall in any or all such events be excused from its obligation to perform and comply with such provisions of this Lease for a period of time commensurate with any delay so caused without any liability to the other party therefor whatsoever and all time periods provided for herein for performance of any such obligations shall be extended accordingly.

          26. ESTOPPEL CERTIFICATES.

               Tenant shall, without charge, within twenty (20) days after receipt of any request therefor, execute and deliver to Landlord a certificate stating: (i) whether this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect and setting forth all such modifications); (ii) whether there then exist any defenses against the enforcement of any right of Landlord hereunder (and, if so, specifying the same in detail); (iii) the dates to which rent and any other charges hereunder have been paid by Tenant; (iv) that Tenant has no knowledge of any then uncured defaults under this Lease (or, if Tenant has knowledge of any such defaults, specifying the same in detail); (v) that Tenant has no

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knowledge of any event that will or may result in the termination of this Lease (or if Tenant has such knowledge, specifying the same in detail); (vi) the address to which notices to Tenant are to be sent; and (vii) such other information as may be reasonably requested. It is understood that any such certificate may be relied upon by Landlord, any Mortgagee, prospective Mortgagee, ground lessor, prospective ground lessor, or purchaser or prospective purchaser of the Land or the Building. Landlord shall, without charge, within twenty (20) days after receipt of any request therefor, execute and deliver to Tenant a certificate stating: (i) whether this Lease is unmodified and in full force and effect (or if there have been modifications, that the Lease is in full force and effect and setting forth all such modifications); (ii) the dates to which Rent and any other charges hereunder have been paid by Tenant; (iii) that Landlord has no knowledge of any then uncured defaults under this Lease (or, if Landlord has knowledge of any such defaults, specifying the same in detail); (iv) that Landlord has no knowledge of any event that will or may result in the termination of this Lease (or if Landlord has such knowledge, specifying the same in detail); and (v) such other information as may be reasonably requested.

          27. COVENANT OF QUIET ENJOYMENT.

               Landlord covenants that it has the right to make this Lease and that, if Tenant shall pay all Rent and perform all of Tenant’s other obligations under this Lease within applicable notice and cure periods, Tenant shall have the right, during the entire Term and subject to the provisions of this Lease, to quietly occupy and enjoy the Premises and the entitlements expressly granted in this Lease without hindrance by Landlord or its successors and assigns.

          28. WAIVER OF JURY TRIAL.

               LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST TENANT OR TENANT AGAINST LANDLORD ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY OR OTHERWISE, NOW OR HEREAFTER IN EFFECT.

               LANDLORD AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL COUNSEL PRIOR TO ITS EXECUTION. PREPARATION OF THIS LEASE BY LANDLORD OR LANDLORD’S AGENT AND

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SUBMISSION OF SAME TO TENANT SHALL NOT BE DEEMED AN OFFER BY LANDLORD TO LEASE THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO TENANT TO LEASE THE PREMISES. THIS LEASE SHALL BECOME BINDING UPON LANDLORD AND TENANT ONLY WHEN FULLY EXECUTED BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED A FULLY EXECUTED ORIGINAL OF THIS LEASE TO TENANT.

          29. BROKERS.

               Tenant and Landlord each represent and warrant to the other that neither has employed any broker in procuring or carrying on any negotiations relating to this Lease other than Studley, Inc. and Abbott Stillman, LLC, and Landlord shall pay a fee to said brokers pursuant to separate agreements between Landlord and the brokers. Landlord and Tenant shall indemnify and hold each other harmless from any loss, claim or damage relating to the breach of the foregoing representation and warranty.

          30. CERTAIN RIGHTS RESERVED BY LANDLORD.

               Landlord shall have the following rights, exercisable without notice, without liability for damage or injury to property, person or business and without effecting an eviction, constructive or actual, or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for set-off, abatement of Rent or otherwise:

               A. To change the Building’s name or street address; provided, however, that for so long as Tenant and/or a Permitted Transferee shall actually occupy, for the regular conduct of business, not less than 33 and 1/3% of the Premises, then Landlord shall not name the building for a Disclosed Competitor.

               B. To affix, maintain and remove any and all signs on the exterior and interior of the Building.

               C. To designate and approve, prior to installation, all window shades, blinds, drapes, awnings, window ventilators, lighting and other similar equipment to be installed by Tenant that may be visible from the exterior of the Premises or the Building.

               D. To decorate and make repairs, alterations, additions and improvements, whether structural or otherwise, in, to and about the Building and any part thereof, and for such purposes to enter the Premises, and, during the continuance of any such work, to close temporarily doors, entry ways, Common Areas in the Building and to interrupt or temporarily suspend Building services and facilities, all without affecting Tenant’s obligations hereunder, as long as the Premises remain accessible and tenantable. Notwithstanding anything to the contrary contained herein, Landlord shall (i) not unreasonably interfere with Tenant’s operations at or access to the Premises, (ii) take commercially reasonable efforts to limit any such interruption or suspension or (iii) provide Tenant with not less than three (3) business days advance written notice of any such planned interruption or suspension, except in the event of an emergency. Notwithstanding the foregoing, nothing in this Section 30.D. shall require Landlord to undertake work on an overtime or premium pay basis or otherwise incur extraordinary cost.

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               E. Provided such use is consistent with the management of Comparable Buildings, grant to anyone the exclusive right to conduct any business or render any service in the Building (other than the Premises), provided Tenant is not thereby excluded from uses expressly permitted herein and provided that the same shall not preclude Tenant from selecting a telecommunications provider as provided in Section 39.

               F. To alter, relocate, reconfigure and reduce the Common Areas of the Building, as long as all portions of the Premises remain readily accessible in the same manner as of the Lease Commencement Date.

               G. To alter, relocate, reconfigure, reduce and withdraw the Common Areas located outside the Building, including parking and access roads (excluding the Mezzanine Ramp), as long as the Premises remain readily accessible in the same manner as of the Lease Commencement Date and Tenant shall, after such alteration, relocation, reconfiguration, reduction or withdrawal have available to it parking in the amount of the difference between the number of Reserved Spaces (as hereinafter defined) and the number of Returned Spaces (as hereinafter defined).

               H. To erect, use and maintain pipes and conduits in and through the Premises provided, however, that Tenant’s use and operations are not interfered with hereunder to more than a de minimis extent.

               I. To prohibit Tenant’s access to and use of the roof of the Building (other than the Roof Premises and the portions of the roof referred to in Section 6.E. above). Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the roof or exterior walls of the Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed with respect to installations on the Roof Premises.

          31. NOTICES.

               No notice, request, approval, consent, waiver or other communication which may be or is required or permitted to be given under this Lease shall be effective unless the same is in writing and hand-delivered, sent by registered or certified mail, return receipt requested, or sent with charges prepaid by a nationally recognized air courier service, addressed as follows:

If to Landlord:

c/o The Stillman Group
670 White Plains Road
Scarsdale, New York 10583
Attention: Abbott Stillman

With a copy to:

Davis & Gilbert LLP
1740 Broadway

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New York, New York 10019
Attention: Robert A. Karin, Esq.

With a copy to:

401 North Broad Street
Philadelphia, Pennsylvania 19108
Attention: Property Manager

And with a copy to:

Davis & Gilbert LLP
1740 Broadway
New York, New York 10019
Attention: Ariel Stillman, Esq.

If to Tenant:
SunGard Availability Services LP
680 E. Swedesford Road
Wayne, PA 19087
Attention: Chief Financial Officer

With a copy to:

SunGard Data Systems Inc.
680 E. Swedesford Road
Wayne, PA 19087
Attention: General Counsel

or at any other address of which either party shall notify the other in accordance with this Section. Such communications shall be deemed to have been given when delivered or when delivery is refused.

          32. MISCELLANEOUS PROVISIONS.

               A. Benefit and Burden. The provisions of this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their respective successors and permitted assigns.

               B. Governing Law. This Lease shall be construed and enforced in accordance with the laws of the jurisdiction in which the Building is located. With regard to any litigation arising out of or involving this Lease, each party to this Lease irrevocably (i) submits to the exclusive jurisdiction of the state courts of the Commonwealth of Pennsylvania; (ii) agrees and consents to service of legal process as provided by Pennsylvania law and the Pennsylvania Rules of Court; (iii) agrees that any legal proceeding against any party hereto arising out of or in connection with this Lease shall be brought in either the State or the Federal

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Courts located in the City of Philadelphia (depending upon the amount in controversy); (iv) waives any claims of lack of jurisdiction and/or inconvenient forum; and (v) irrevocably waives any right to a trial by jury.

               C. No Partnership. Nothing contained in this Lease shall be deemed to create a partnership or joint venture between Landlord and Tenant, or to create any other relationship between the parties other than that of Landlord and Tenant.

               D. Delegation by Landlord. Wherever Landlord or Tenant has the authority to take any action under this Lease, Landlord and Tenant shall have the right to delegate such authority to others, and such party shall be responsible for the authorized actions of such agents, employees and others, to the same extent as if such party had taken such action itself.

               E. Tenant Responsibility for Agents. In any case where Tenant is responsible for performing or refraining from an act or for preventing an action or result from occurring, Tenant shall also be responsible for any actions taken or omitted by Tenant’s agents, employees, business invitees, licensees, contractors, subtenants, Permitted Users, family members, guests and any other individuals or entities present in the Building or on the Land at Tenant’s invitation.

               F. Invalidity of Particular Provisions. If any provision of this Lease or the application thereof to any person, entity or circumstance shall, to any extent, be held invalid or unenforceable, the remaining provisions and the application of such invalid or unenforceable provisions to persons, entities and circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby. Each provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

               G. Counterparts. This Lease may be executed in several counterparts, all of which shall constitute one and the same document.

               H. Entire Agreement. This Lease, and any exhibits and addenda attached hereto, embody the entire agreement of the parties hereto, and no representations, inducements or agreements, oral or otherwise, between the parties not contained in this Lease or in the exhibits or addenda shall be of any force or effect. No rights, privileges, easements or licenses are granted to Tenant hereby, except as expressly set forth herein.

               I. Amendment. This Lease may not be modified in whole or in part in any manner other than by an agreement in writing.

               J. Mortgagee’s Performance. Subject to the terms of this Lease, Tenant shall accept performance of any of Landlord’s obligations hereunder by any Mortgagee.

               K. Limitation on Interest. In any case where this Lease provides for a rate of interest that is higher than the maximum rate permitted by law, the rate specified herein shall be deemed to equal, and the party designated as recipient of such interest shall be entitled to receive, the maximum rate of interest permitted by law.

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               L. Remedies Cumulative. All rights and remedies shall be cumulative and shall not be exclusive of any other rights or remedies hereunder or now or hereafter existing at law or in equity.

               M. Annual Financial Statements. Within thirty (30) days of Landlord’s written request therefor (but not more than one (1) time during each Lease Year), Tenant shall submit to Landlord financial statements covering the preceding calendar year, which have been prepared in accordance with generally accepted accounting principles, which statements shall either be audited, if available, or certified by the Chief Financial Officer of Tenant.

          33. PARKING.

               Parking will be made available to Tenant pursuant to the provisions of Exhibit G attached hereto.

          34. RIGHT OF FIRST OFFER.

               A. Subject to the terms hereof, and provided that Tenant shall not have exercised the Additional Surrender Option (hereinafter defined), Landlord shall not, during the Term, enter into a lease with or grant any expansion option or similar rights to another party for any rentable portion of the floors on which the Retained Premises are located or any portion of the floors immediately above or below the floors on which the Retained Premises are located which is Available, as hereinafter defined (the “ROFO Space”) without first offering Tenant the right to lease such space under the terms provided in Section 34.C. below. If at any time during the Term, prior to the last 24 months of the Term (as the same may be extended) Landlord proposes to lease any ROFO Space (the “Offered Space”) or grant any leasehold rights thereto, Landlord shall deliver notice thereof to Tenant (an “Offered Space Notice”), which Offered Space Notice shall set forth the material business terms of such proposal including, without limitation, the Offered Space in question, Landlord’s determination of the Offered Space Fair Market Rental Rate (as hereinafter defined) for such Offered Space, the rentable square footage of such Offered Space, the date Landlord anticipates that such Offered Space will become available for leasing, any tenant improvements or rent concessions and other principal business terms being offered by Landlord. Provided that all of the conditions precedent set forth in this Section 34 are fully satisfied by Tenant, Tenant shall have an option (an “Offered Space Option”) to lease the Offered Space in accordance with the terms and conditions of this Lease, exercisable by Tenant delivering irrevocable notice to Landlord (an “Acceptance Notice”) within ten (10) business days of the giving by Landlord of such Offered Space Notice, to lease all (but not less than all) of such Offered Space, upon the terms and conditions set forth in this Section 34, and this Lease shall thereupon be modified as provided in Subsection 34.G. hereof.

               B. If Tenant declines or fails to effectively exercise its right of first offer, as hereinbefore provided, then Landlord shall thereafter be free to lease, or grant other rights in, the space in question upon terms similar in all material aspects to those set forth in the Offered Space Notice for a period of three hundred sixty (360) days from Tenant’s receipt of the Offered Space Notice without regard to the restriction of this Section 34. In the event that the terms upon which Landlord is willing to lease the Offered Space are materially different from that set

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forth in the Offered Space Notice or if Landlord fails to finalize a lease within said three hundred sixty (360) day period upon terms similar to those set forth in the Offered Space Notice, then Landlord shall provide Tenant with a revised Offered Space Notice as set forth in this Section 34 and Tenant shall have all of the same rights as set forth herein. Time shall be of the essence as to Tenant’s giving of any Acceptance Notice. The terms upon which Landlord is willing to lease such space shall be deemed materially different if the net effective rent shall be more than 5% less than the net effective rent set forth in the Offered Space Notice.

               C. Intentionally omitted.

               D. “Available” shall mean that at the time in question (i) no person or entity leases or occupies the Offered Space in question or any portion thereof, whether pursuant to a lease or other agreement, and (ii) no person or entity holds any option or right to lease or occupy such Offered Space or to renew its lease or right of occupancy thereof. So long as a tenant or other occupant leases or occupies Offered Space or any portion thereof, Landlord shall be free to extend any such tenancy or occupancy, whether or not such tenant or other occupant has a right to renew its lease or other agreement, and such space shall not be deemed to be Available.

               E. “Offered Space Fair Market Rental Rate” shall mean the fair market annual rental value of the Offered Space in question as determined by Landlord at the commencement of the leasing of such Offered Space for a term commencing on the Offered Space Commencement Date (as hereinafter defined) applicable to such Offered Space and ending on the expiration date of this Lease, based on comparable space in the Building and on comparable space in Comparable Buildings, including all of Landlord’s services provided for in this Lease, and with (i) such Offered Space considered as vacant and in the “as is” condition which same shall be in on such Offered Space Commencement Date, and (ii) with the tenant paying Tenant’s Share of Operating Expenses as provided in this Lease taking into consideration such Offered Space.

               F. Tenant shall have no right to exercise any Offered Space Option unless all of the following conditions have been satisfied on the date the applicable Acceptance Notice is delivered to Landlord and on the applicable Offered Space Commencement Date:

                    (1) Tenant shall not be in Default;

                    (2) There shall not have occurred any material adverse change in the financial condition of Tenant from the condition described on the financial statements submitted by Tenant to Landlord in connection with this Lease.

               G. Effective as of the date on which Landlord delivers vacant possession of the Offered Space in question to Tenant (an “Offered Space Commencement Date”):

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                    (1) the base rent for such Offered Space shall be the Offered Space Fair Market Rental Rate applicable thereto as determined in accordance with this Section 34;

                    (2) Tenant’s Share shall be appropriately adjusted and Tenant’s Operating Expenses Payment shall be adjusted to reflect the revised Tenant’s Share as provided in this Lease;

                    (3) The square footage of the Offered Space shall be the rentable square feet set forth in the Offered Space Notice;

                    (4) Such Offered Space shall be added to and be deemed to be a part of the Retained Premises for all purposes of this Lease; and

                    (5) If Tenant shall not lease the entirety of a floor of the Building upon the exercise of an Offered Space Option and if Tenant shall thereafter lease the remainder of such floor hereunder, the Retained Premises shall, from and after Tenant’s leasing of the remainder of such floor, include the common corridors and restrooms on such floor.

               H. In no event shall Landlord be obligated to incur any fee, cost, expense or obligation, nor to prosecute any legal action or proceeding, in connection with the delivery of any Offered Space to Tenant nor shall Tenant’s obligations under this Lease with respect to the Premises or the Offered Space be affected thereby. Landlord shall not be subject to any liability and this Lease shall not be impaired if Landlord shall be unable to deliver possession of any Offered Space to Tenant on any particular date. Tenant waives any right Tenant might otherwise have, and shall not have any right, to rescind this Lease or the applicable Acceptance Notice under the provisions of Section 34.

               I. In the event that any existing lease for any of the Offered Space is terminated prior to the expiration date specified therein, then in any such case Landlord may elect to accelerate the Offered Space Commencement Date with respect to such Offered Space (or any portion thereof) by giving immediate notice of such acceleration to Tenant (without any obligation to comply with the notice provisions contained in Section 34), specifying the date upon which Landlord anticipates that Landlord shall deliver such Offered Space to Tenant. In the event of such acceleration, Tenant shall have 30 days after delivery by Landlord of the acceleration notice within which to exercise its option to lease such Offered Space on such accelerated basis, failing which Tenant shall be deemed to have rescinded its Acceptance Notice (time being of the essence with respect to the giving of the notice by Tenant).

               J. Upon request by Landlord made on or following any Offered Space Commencement Date, Tenant will execute, acknowledge and deliver to Landlord an amendment to this Lease setting forth such Offered Space Commencement Date and Base Rent for the Offered Space in question, and reflecting the incorporation of such Offered Space into the Premises, and the modifications to this Lease resulting therefrom, as provided in this Section 34. The failure of either party to execute and deliver such an amendment shall not affect the rights of the parties under this Lease.

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          35. HAZARDOUS MATERIALS.

               A. Definition; Representation and Warranty from Tenant. As used in this Lease, the term “Hazardous Material” means any flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials, including mold and any substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “infectious wastes”, “hazardous materials” or “toxic substances” now or subsequently regulated under any federal, state or local laws, regulations or ordinances including, without limitation, oil, petroleum-based products, paints, solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos, PCBs and similar compounds, and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety of persons. Hazardous Materials shall not include ordinary cleaning products which are permitted to be used by federal, state or local government. Nothing herein shall be deemed to prevent Tenant’s or Landlord’s use of any Hazardous Materials customarily used in the ordinary course of office work or, with respect to Landlord, the proper ownership, maintenance and operation of the Property, provided such use is in accordance with all applicable federal, state or local laws, regulations or ordinances.

               B. General Prohibition. Tenant or its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees shall not cause or permit any Hazardous Material to be generated, produced, brought upon, used, stored, treated, discharged, released, spilled or disposed of on, in, under or about the Premises, the Building, or the Land by Tenant, its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments directly arising out of or resulting from Tenant’s breach of the foregoing prohibition (other than as expressly set forth herein)), costs, claims, damages (including without limitation, reasonable attorneys’, consultants’, and experts’ fees, court costs and amounts paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon personal or bodily injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses arising from a breach of this prohibition by Tenant, its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees. Landlord will release, indemnify, defend (with counsel reasonably acceptable to Tenant, it being agreed that counsel selected by Tenant’s insurer is acceptable to Tenant), protect and hold harmless the Tenant from and against any and all claims to the extent arising or resulting, in whole or in part, directly or indirectly, from the presence, treatment, storage, transportation, disposal, release or management of Hazardous Materials in, on, under, upon or from the Property to the extent due to Landlord’s (but not other tenant’s (including Tenant) or other third party’s) actions or from the presence of storage tanks beneath the surface of the Land, unless the same were placed therein or are being used by Tenant.

               C. Notice. In the event that Hazardous Materials are discovered upon, in, or under the Property, and any governmental agency or entity having jurisdiction over the Property requires the removal of such Hazardous Materials brought upon the Property by

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Tenant or its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees (but not those of its predecessors), Tenant shall be responsible for removing those Hazardous Materials brought upon the Property by Tenant or its affiliates, agents, employees, contractors, Permitted Users, assignees or invitees but not those of its predecessors. Notwithstanding the foregoing, Tenant shall not take any remedial action in or about the Property or any portion thereof without first notifying Landlord of Tenant’s intention to do so and affording Landlord the opportunity to protect Landlord’s interest with respect thereto. Tenant immediately shall notify Landlord in writing of: (i) any spill, release, discharge or disposal of any Hazardous Material in, on or under the Property or any portion thereof caused by Tenant or its affiliates, agents, employees, contractors, subtenants, Permitted Users, assignees or invitees; (ii) any enforcement, cleanup, removal or other governmental or regulatory action instituted, contemplated, or threatened (to the extent that Tenant has notice thereof) pursuant to any laws respecting Hazardous Materials; (iii) any claim made or threatened by any person against Tenant or the Property or any portion thereof relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iv) any reports made to any governmental agency or entity arising out of or in connection with any Hazardous Materials in, on under or about or removed from the Property or any portion thereof, including any complaints, notices, warnings, reports or asserted violations in connection therewith. Tenant also shall supply to Landlord as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Premises, the Property or Tenant’s use or occupancy thereof, whether or not such breach is alleged to have occurred prior to the date hereof or the Lease Commencement Date.

               D. Survival. The respective rights and obligations of Landlord and Tenant under this Section 35 shall survive the expiration or earlier termination of this Lease.

          36. SIGNAGE.

          Should Landlord install and maintain Building directory signage, electronic or otherwise, Tenant shall be entitled to Tenant’s Share of listings thereon. Modifications to Tenant’s listings thereon subsequent to Tenant’s initial listing thereon shall be paid by Tenant, at Tenant’s sole expense. The design, size, location and materials of such signage shall be in accordance with Landlord’s standard building signage package.

          Tenant, with the prior written consent of Landlord, which consent may be granted or withheld in Landlord’s sole and absolute discretion, may place or erect, or allow to be placed, or erected, a sign displaying Tenant’s name upon an exterior portion of the Building designated by Landlord. Any sign which Tenant may be permitted to install on the Property shall nonetheless conform to any and all requirements of any governmental body of any nature whatsoever having jurisdiction thereover, notwithstanding Tenant having obtained written consent from Landlord therefor. Tenant shall have the right, as the need may occur, to apply for any sign variances, at its sole cost and expense.

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          37. RECORDATION.

               The parties agree to execute a short form of this Lease for recording purposes containing such terms as Tenant believes appropriate or desirable and including a reference to the renewal contained in Section 2.D. and the right of first offer contained in Section 34 but excluding any information concerning the Rent payable hereunder, the expense thereof to be borne by Tenant. If such a short form of this Lease is recorded, upon the termination of this Lease, Tenant shall execute, acknowledge, and deliver to Landlord an instrument in writing releasing and quitclaiming to Landlord all right, title and interest of Tenant in and to the Premises arising from this Lease or otherwise, all without cost or expense to Landlord.

          38. ADDITIONAL SURRENDER OPTION.

               A. Provided that no Default shall exist at the time of exercise of such right and at the time of surrender, and that the Cooling Condition (as defined in Exhibit H) shall then exist, Tenant shall have the option (the “Additional Surrender Option”), effective at the end of the tenth Lease Year (the “Additional Surrender Date”), to terminate this Lease with respect to an internally contiguous portion of the Premises (the “Additional Surrendered Premises”), which portion shall not exceed [XXX]* square feet of rentable area and shall be located on a single floor of the Premises (the “Surrender Floor”), such square footage being subject to measurement and verification. Following any such measurement and verification, all calculations affected thereby calculated on a per rentable square foot basis shall be adjusted accordingly. Such Additional Surrender Option shall be exercised, if at all, by sending to Landlord not less than twenty (24) months prior written notice, which notice shall contain a detailed description of the Additional Surrendered Premises (“Tenant’s Additional Surrender Notice”). So long as all conditions herein shall be satisfied, Landlord shall accept the termination of the Lease in respect of the Additional Surrendered Premises and the term and estate thereby granted, together with the Additional Surrendered Premises thereby demised, to the intent and purpose that the estate of Tenant in and to the Additional Surrendered Premises shall be wholly extinguished and that the term of the Lease in respect of the Additional Surrendered Premises shall expire on the Additional Surrender Date in the same manner and with the same effect as if such date were the date set forth in the Lease for the expiration of the term thereof in respect of the Additional Surrendered Premises, but this Lease shall remain in full force and effect with respect to the remainder of the Premises. All base rent, additional rent and other amounts payable under the Lease in respect of the Additional Surrendered Premises shall be apportioned as of the Additional Surrender Date. In the event Tenant surrenders less than all of the Surrender Floor pursuant to this Section 38, then as a condition to Tenant’s right to surrender the Additional Surrendered Premises, Tenant must construct, at Tenant’s expense, a demising wall separating the Additional Surrendered Premises from the balance of the Surrender Floor, which wall shall be constructed on the north-south axis, from window wall to window wall, and the Additional Surrendered Premises must be readily accessible from the public corridors of the Building, have reasonable access to the fire stairs, core bathrooms and

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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elevators on such Surrender Floor (none of which shall be located in any portion of the Premises retained by Tenant on the Surrender Floor).

               B. In the event Tenant has exercised the Additional Surrender Option in accordance with this Section 38, on or before the Additional Surrender Date, time being of the essence with respect to such date, Tenant shall deliver vacant possession of the entire Additional Surrendered Premises to Landlord in broom clean condition with all Tenant’s Personal Property having been removed in accordance with the provisions of Section 43 below and Tenant’s Restoration Obligations performed therein at Tenant’s sole cost and expense in connection with the property which is removed by Tenant.

               C. Landlord shall accept the surrender of the Additional Surrendered Premises as of the Additional Surrender Date and in consideration of such surrender by Tenant and of the acceptance of such surrender by Landlord, Tenant and Landlord do hereby mutually release each other, their respective successors and assigns of and from any and all claims, damages, obligations, liabilities, actions and causes of action, of every kind and nature whatsoever arising under or in connection with this Lease in respect of the Additional Surrendered Premises from and after the Additional Surrender Date, except that nothing herein contained shall be deemed to constitute a release or discharge of Landlord or Tenant with respect to any obligation or liability in respect of the Additional Surrendered Premises (a) accrued or incurred under this Lease in respect of the Additional Surrendered Premises and outstanding and unsatisfied on the Additional Surrender Date (including, without limitation, any deficiency in Tenant’s obligation to pay any portion of Tenant’s Operating Expenses Payment or Landlord’s obligation to reimburse Tenant for any overpayment of Operating Expenses and/or any other item of Additional Rent relating to the Additional Surrendered Premises), and (b) to a third party (under the insurance and indemnification provisions of this Lease or otherwise) arising prior to, on or after the Additional Surrender Date as a result of an event occurring or condition existing prior to or on the Additional Surrender Date.

               D. If Tenant shall fail to surrender the Additional Surrendered Premises as aforesaid, after exercising the Additional Surrender Option, then, at Landlord’s election, (i) Tenant’s right to surrender the Additional Surrendered Premises shall be null and void and of no further force or effect and this Lease shall continue in full force and effect in accordance with its terms with respect to the Premises, including the Additional Surrendered Premises, and, provided that Tenant shall not then be in default of its obligations under this Lease after notice and the expiration of the applicable cure period, Landlord shall promptly return to Tenant the Additional Surrender Payment and the Slab Condition Cost, but only if and to the extent the same have theretofore been received by Landlord, or (ii) Tenant shall be deemed to be a holdover in respect of the Additional Surrendered Premises and be subject to all of Landlord’s rights and remedies set forth in this Lease as if such rights and remedies applied separately to the Additional Surrendered Premises, and Landlord may pursue against Tenant any and all remedies available to it as Landlord under this Lease or otherwise, at law or in equity, separately in respect of the Additional Surrendered Premises.

               E. As of the day following the Additional Surrender Date, provided that Tenant shall have vacated the Additional Surrendered Premises as provided herein, this Lease shall be modified as follows:

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                    (1) Tenant shall no longer be obligated to pay Base Rent for the Additional Surrendered Premises for the period commencing on the Additional Surrender Date and ending on the Expiration Date;

                    (2) The number of square feet of rentable area comprising the Premises shall be reduced by the number of square feet of rentable area comprising the Additional Surrendered Premises and Tenant’s Share shall be adjusted to reflect the surrender of the Additional Surrendered Premises; and

                    (3) “Premises” shall be deemed to mean the Premises as then constituted on the day immediately prior to the Additional Surrender Date, less the Additional Surrendered Premises.

               F. Landlord and Tenant shall promptly prepare, execute and file such returns, affidavits and other documentation, if any, as may be required in connection with any real property transfer tax that may become, or may be asserted to be or become due, owing or imposed in connection with the surrender of the Additional Surrendered Premises at any time by the City of Philadelphia or the State of Pennsylvania or any agency or instrumentality of such City or State (with Tenant being solely responsible for the payment of any such real property transfer tax, if any). The provisions of this Subsection 38.F shall survive the surrender of the Additional Surrendered Premises.

               G. Intentionally Deleted.

               H. In consideration of the surrender described in Subsection 38.A, Tenant agrees to pay Landlord, without any set-off, counterclaim, abatement or deduction whatsoever, an amount (the “Additional Surrender Payment”) equal to the aggregate of [XXX]* ([XXX]^*) months of (x) the then escalated Base Rent in respect of the Additional Surrendered Premises at the monthly rate payable for the twelfth (12^th) Lease Year (the “Base Rent Component”) plus (y) Tenant’s Operating Expenses Payment in respect of the Additional Surrender Premises at the rate payable for the twelfth (12^th) Lease Year, as reasonably projected by Landlord (the “Pass-Through Component”), as if the Additional Surrendered Premises were then part of the Premises, in lawful money of the United States by wire transfer of funds to Landlord’s account, as designated by Landlord, or by unendorsed bank or certified check made payable to Landlord. Provided Tenant has exercised the Additional Surrender Option as aforesaid, on or before the first day of the eleventh (11^th) Lease Year, time being of the essence with respect to such date, Tenant shall pay to Landlord a payment in respect of the Base Rent Component equal to [XXX]^* ([XXX]^*) months of the Maximum Base Rent payable for the twelfth (12^th) Lease Year. Provided Tenant has exercised the Additional Surrender Option as aforesaid, upon not less than six (6) months notice to Tenant of the amount thereof, accompanied by reasonable supporting calculations (but not earlier than the first day of the eleventh Lease Year), time being of the essence with respect to such date, Tenant shall pay to Landlord the Pass-Through Component. If Tenant fails to pay Landlord the Additional Surrender Payment (or

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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either component thereof) as hereinbefore provided within ten (10) days of Tenant’s receipt of written notice of such failure, then at Landlord’s option and upon written notice from Landlord to Tenant, the Additional Surrender Option shall immediately become void and of no further force or effect, and in such event, Tenant shall remain liable for the leasing of the Additional Surrendered Premises. Subject to the provisions of Subsection 5.B, within one hundred eighty (180) days of the end of the twelfth (12^th) Lease Year, Landlord and Tenant shall reconcile the Base Rent Component, based upon the determination of the Base Rent payable in respect of the twelfth (12th) Lease Year as provided in Subsection 3.A (the “Final 12^th Year Rent Amount”), and the Pass-Through Component in accordance with the provisions of Subsection 5.B (the “Final Pass-Through Amount”), and (A) if the sums so paid by Tenant in respect of the Base Rent Component were less than the Final 12^th Year Amount and/or the sums so paid by Tenant in respect of the Pass-Through Component were less than the Final Pass-Through Amount, then Tenant shall pay to Landlord the amount of such deficiency with respect to each component within twenty (20) days after such reconciliation, or (B) if the sums so paid by Tenant in respect of the Base Rent Component were more than the Final 12^th Year Amount and/or the sums so paid by Tenant in respect of the Pass-Through Component were more than the Final Pass-Through Amount, then the excess amount with respect to each component shall be applied against the next payment(s) of Rent coming due hereunder until Tenant has been fully credited with the amount of such excess.

          39. TELECOMMUNICATIONS AND OTHER UTILITY PROVIDERS.

          Provided that the same shall at all times (i) be reputable and of good standing in the Philadelphia area, and (ii) comply with Landlord’s Building standard procedures, rules and regulations, including required insurance and indemnities, and subject to the provisions of this Section 39, Tenant may use telecommunications and utility vendors, without having to obtain Landlord’s pre-approval of such providers or vendors. Without limiting any other provisions of this Lease, including, without limitation, Section 12.E., Tenant expressly acknowledges and agrees that Landlord shall have no liability to Tenant or others with respect any telecommunications and utility vendors used by Tenant, or the services to be provided thereby, except if and to the extent attributable to the gross negligence or willful misconduct of Landlord or its employees or agents. All electricity shall nonetheless be on Landlord’s account, as provided in Section 12.E., and shall otherwise be subject to all conditions and provisions contained in Section 12.E. In no event shall Tenant have the right to obtain electricity from any provider if obtaining the same would result in Landlord or any other tenant or occupant of the Building thereafter being charged a higher rate than that in effect prior to Tenant having obtained electricity from such provider.

          40. CONFIDENTIAL INFORMATION.

               A. The term “Confidential Information” shall mean all proprietary information related to the business and activities of a party that may be obtained by the other party as a result of the Existing Lease, this Lease or the relationship created thereby or hereby, including financial statements. The term Confidential Information shall not be deemed to include any information which (i) is in the possession of a party prior to receipt of such information from the other party, (ii) is or becomes generally available to the public other than as a result of a disclosure by such party or its partners, members, directors, officers, employees, managers, agents or advisors, or (iii) becomes available to a party on a non-confidential basis from a source other than the other party or its partners, members, directors, officers, employees,

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managers, agents or advisors, provided that such party does not know nor have reason to believe that such source is bound by a confidentiality agreement with, or other obligation of secrecy to, the other. A “Representative” of a party shall mean the directors, officers, shareholders, members, legal representatives and financial advisors who need to know such information for the purpose of assisting in connection with the matter that is the subject of review (it being understood that such Representatives shall be informed of the confidential nature of such information and shall be directed to treat such information confidentially). Nothing herein shall prohibit Landlord from announcing publicly the fact that Landlord and Tenant have entered into this transaction so long as such announcement shall contain the information typically contained in a “tombstone” announcement, or from disclosing the terms of this Lease to its attorneys, agents, auditors, accountants or lenders, or prospective or potential lenders, investors, superior lessors or purchasers, assignees or sublessees of Landlord’s interest in the Property and/or this Lease.

               B. Without prior written consent from the other party, and except as set forth in the succeeding paragraph, no party will cause or allow its Representatives to disclose to any person any Confidential Information or the fact that the Confidential Information has been made available to it or its Representatives or that such party or its Representatives have reviewed the Confidential Information.

               C. If any party or its Representatives are requested or required (by interrogatories, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, or any other material containing or reflecting information in the Confidential Information, such party will provide the other with prompt notice of such request(s), to the extent practicable, so that such other party may seek an appropriate protective order and/or waive its compliance with the provisions of this Section. If, failing the entry of a protective order or the receipt of a waiver hereunder, a party or its Representatives are compelled to disclose Confidential Information or notes under pain of liability for contempt or other censure or penalty, such party may disclose such information (to the extent necessary to avoid such liability, censure, or penalty) without liability hereunder.

          41. APPROVAL.

          This Lease shall be subject to and conditioned upon the approval of Tenant’s Board of Directors, and Landlord’s Mortgagee, each to be exercised in its sole discretion.

          42. LANDLORD’S REPRESENTATIONS.

          Landlord represents and warrants to Tenant as follows:

               a. Landlord is the owner of insurable title to a leasehold estate in the Property, as such is more fully described on Exhibit B attached hereto and made a part hereof.

               b. Landlord has no information to suggest that the Existing Date Permitted Use will cause any additional charge or increase in the insurance premiums on the Property.

               c. Landlord is duly organized, validly existing and legally authorized to do business in the Commonwealth of Pennsylvania, and (b) the persons executing this Lease are duly authorized to execute and deliver this Lease on behalf of Landlord.

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               d. The execution and delivery of this Lease by Landlord and the performance of its obligations hereunder will not violate, contravene or conflict with any agreement or obligation to which Landlord is a party or by which it is bound, including, without limitation the Ground Leases or any Mortgage existing on the date hereof.

          43. SURRENDER OBLIGATIONS.

               A. Except as provided to the contrary in this Lease, Tenant shall have no obligation to remove Removal Property from the Premises, or perform Tenant’s Restoration Obligations therefrom, at the expiration or earlier termination of the Lease Term.

               B. Notwithstanding anything to the contrary contained in Section 43.A.:

                    (a) In the event that Tenant shall exercise the Additional Surrender Option, Landlord shall, not later than the date which is thirty (30) days in advance of the Additional Surrender Date, obtain three (3) bids or estimates (with the bid or estimate that reflects neither the highest cost nor the lowest cost being the “Middle Bid” (except in the event that multiple bids or estimates reflect the same cost, in which event the cost reflected therein shall be the Middle Bid)) from unaffiliated, third party contractors for the cost of restoring the Additional Surrendered Premises to Slab Condition (as hereinafter defined). As used herein, the term “Slab Condition” shall mean, with respect to all or any portion of the Premises, the removal of all Removal Property therefrom and the Premises (or the applicable portion thereof), being taken back to the concrete floors (such that the Premises, or the applicable portion thereof, then contain clean, smooth and level concrete floors), all dropped ceilings removed and all internal partitions removed back to the window lines and/or other structural supports, and with all damage caused in connection with the performance thereof being repaired and with all materials demolished and/or removed from the Premises in connection with the foregoing being disposed of in compliance with all applicable laws and requirements (with the cost of performing the same (as evidenced by the cost set forth in the Middle Bid), being referred to as the “Slab Condition Cost”). On or before the later to occur of (i) the thirtieth (30) day after notification to Tenant of the Slab Condition Cost, and (ii) the first day of the twelfth (12^th) month prior to the Additional Surrender Date (provided that Tenant shall have received not less than thirty (30) days notice of the Slab Condition Cost), Tenant shall deliver the amount of the Slab Condition Cost to Landlord, in lawful money of the United States by wire transfer of funds to Landlord’s account, as designated by Landlord, or by unendorsed bank or certified check made payable to Landlord, and without any set-off, counterclaim, abatement or deduction whatsoever, time being of the essence with respect to the payment by Tenant of the Slab Condition Cost on such date. Landlord may, in its discretion, use the Slab Condition Cost for any purpose whatsoever.

                    (b) (1) Not later than five (5) months prior to the Lease Expiration Date (the “5^th Month Date”)(unless, in the case of the Initial Term only, Tenant shall have duly and timely delivered to Landlord Tenant’s Renewal Notice, as provided in Section 2.D), Landlord shall notify Tenant, in writing (the “End of Term Election Notice”) which of the following two (2) surrender options Landlord has elected. In the event that Landlord shall have failed to deliver the End of Term Election Notice on or before the 5^th Month Date, Tenant may give Landlord written notice of such failure (an “Election Reminder Notice”), and Landlord

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shall deliver the End of Term Election Notice within ten (10) days following receipt of the Election Reminder Notice (the “Reminder Notice Deadline”), it being agreed that in such event Landlord’s deadline for giving the End of Term Election Notice shall extend until the Reminder Notice Deadline. If Tenant shall have so delivered an Election Reminder Notice to Landlord, then any failure of Landlord to make an election on or before the Reminder Notice Deadline shall be deemed an election by Landlord of the Alternate Payment Option (as hereinafter defined). If Tenant shall have not exercised the Additional Surrender Option, then the references in this Section 43.B(b) to Premises shall refer to the entire Premises, including the Additional Surrendered Premises, and if Tenant shall have exercised the Additional Surrender Option, then the references in this Section 43.B(b) to Premises shall refer to the Premises (excluding the Additional Surrendered Premises)). The two (2) options are as follows:

                         (i) Tenant shall deliver vacant possession of the Premises to Landlord in one of the following two (2) conditions, which condition shall be selected by Landlord, in Landlord’s sole and absolute discretion, in the End of Term Election Notice: (a) in Slab Condition or (b) in “Modified Slab Condition” (i.e., in Slab Condition, except that all, or certain portions of the Premises, or certain work that would be required to performed by Tenant in order to bring the Premises to Slab Condition, as designated by Landlord in the End of Term Election Notice, shall not be required to be demolished back to Slab Condition, or performed), upon the Lease Expiration Date (with Landlord’s option of having the Premises delivered in Slab Condition or Modified Slab Condition, as the case may be, being referred to as the “Slab Condition Option”). Notwithstanding the foregoing, in the event Landlord elects the Slab Condition Option, Tenant shall have the right to extend the Term of this Lease by providing Landlord with notice (the “Slab Condition Extension Notice”) not later than twenty (20) days after receipt of the End of Term Election Notice, time being of the essence with respect to the giving of such notice, for up to an additional three (3) months (the “Slab Condition Extension Period”), as designated in the Slab Condition Extension Notice, upon the same terms and conditions as set forth herein for the purpose of allowing Tenant time to complete its obligations hereunder. Base Rent and any regularly scheduled items of Additional Rent during any Slab Condition Extension Period shall be at the same rate payable as of the last day of the Initial Term or Renewal Term, as applicable. In the event Landlord elects the Slab Condition Option, Landlord shall reimburse Tenant for twenty (20%) of Tenant’s actual, out-of-pocket expenses incurred in bringing the Premises back to Slab Condition or Modified Slab Condition, as the case may be, in accordance with this Section 43 (“Landlord’s Contribution”); provided, however, Landlord shall have no liability to reimburse Tenant for Tenant’s expenses incurred in removing Tenant’s Personal Property, which expense shall be paid solely by Tenant. Landlord’s Contribution shall be payable by Landlord to Tenant on or before the thirtieth (30^th) day following Tenant’s vacation of the Premises in accordance with this Section 43 and presentment of a written invoice to Landlord for Landlord’s Contribution together with reasonable written back-up documentation therefor. In the event Landlord fails to pay Landlord’s Contribution when due, interest shall accrue from the date due until full payment thereof at the Default Rate. If Tenant shall fail to vacate and deliver possession of the Premises (or any portion thereof) to Landlord, in the condition required under this Section 43, on or before the Expiration Date or the end of the Slab Condition Extension Period, in the event that Tenant shall have exercised the Slab Condition Option, then, immediately upon the expiration of the Expiration Date or the Slab Condition Extension Period, as the case may be, and without

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the benefit of any Consequential Grace Period, Tenant shall be deemed to be a holdover in respect of the Premises and shall be subject to all of Landlord’s rights and remedies set forth in this Lease therefor, and Landlord may pursue against Tenant any and all remedies available to it as Landlord under this Lease or otherwise, at law or in equity. For the avoidance of doubt, Landlord shall have no right to change the Modified Slab Condition after Landlord’s delivery of the End of Term Notice.

                         (ii) Tenant shall deliver vacant possession of the Premises to Landlord in broom clean condition, with all Tenant’s Personal Property having been removed, but with all of the Removal Property (other than Tenant’s Personal Property) remaining, and Tenant’s Restoration Obligations performed therein, at Tenant’s sole cost and expense, in connection with the property which is removed by Tenant, upon the Lease Expiration Date, time being of the essence with respect to such date, with Tenant being obligated to pay to Landlord a payment (the “End of Term Alternate Payment”) comprised of two (2) components: (A) $1,500,000.00 plus (B) $1,500,000.00 multiplied by the percentage increase in the Consumer Price Index from October 1, 2009, to the Consumer Price Index in effect on the first day of the month prior to the month in which the Lease Expiration Date shall occur, in lawful money of the United States, by wire transfer of funds to Landlord’s account, as designated by Landlord, or by unendorsed bank or certified check made payable to Landlord, and without any set-off, counterclaim, abatement or deduction whatsoever (the “Alternate Payment Option”). The End of Term Alternate Payment shall be payable by Tenant to Landlord on or before the Lease Expiration Date, time being of the essence with respect to the payment by Tenant of the End of Term Alternate Payment on such date. The End of Term Alternate Payment may, in Landlord’s discretion, be retained by Landlord and/or be used by Landlord for any purpose whatsoever.

                         (2) If Tenant shall fail to pay, in full, the End of Term Alternate Payment as aforesaid then, immediately upon the Lease Expiration Date, and without the benefit of any Consequential Grace Period, and until Tenant shall pay the End of Term Alternate Payment, in full, Tenant shall be deemed to be a holdover in respect of the Premises and shall be subject to all of Landlord’s rights and remedies set forth in this Lease therefor, and Landlord may pursue against Tenant any and all remedies available to it as Landlord under this Lease or otherwise, at law or in equity.

                    (c) If and to the extent that Tenant is permitted to leave any Removal Property in the Premises, the same shall be left in working order as of the Lease Expiration Date, reasonable wear and tear excepted. In all events, all Outside Infrastructure shall remain and shall be left in working order as of the Lease Expiration Date.

                    (d) The terms and conditions of this Section 43 shall survive termination or earlier expiration of the Lease.

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          IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal as of the day and year first above written.

WITNESS/ATTEST:	LANDLORD:
	CALLOWHILL MANAGEMENT, INC., a Pennsylvania corporation, as agent for 440 EAST 62ND STREET CO., L.P., a New York limited partnership
By: /s/ Paula Schonberg	By:	/s/ Abbott Stillman
		Name: Abbott Stillman
		Its: President
WITNESS:	TENANT:
	SUNGARD AVAILABILITY SERVICES LP,
	a Pennsylvania limited partnership
/s/ Berenice Dwyer	By:	/s/ Arjun Moorthy
		Name: Arjun Moorthy
		Its: VP Infrastructure

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EXHIBIT A

SCHEDULE OF LEASES AND AMENDMENTS

          1. Agreement of Lease dated April 12, 1984 (the “1984 Lease”) between Broad and Noble Associates, Inc., as a predecessor to Landlord, and SunGard Services Company, as a predecessor to Tenant, with respect to certain space on the sixth (6^th) floor of the Building.

          2. Agreement of Lease dated September 1, 1986 (the “1986 Lease”) between Broad and Noble Associates, Inc., as a predecessor to Landlord, and SunGard Services Company, as a predecessor to Tenant, with respect to certain space on the Mezzanine floor of the “Building”.

          3. Amendment to Lease dated October 1989 (the “1989 Lease Amendment”) between Broad and Noble Associates, Inc., as a predecessor to Landlord, and SunGard Services Company, as a predecessor to Tenant, with respect to certain space on the seventh (7^th) floor of the Building.

          4. Amendment to Lease dated April 18, 1990 (the “1990 Lease Amendment”) between Broad and Noble Associates, Inc., as a predecessor to Landlord, and SunGard Services Company, as a predecessor to Tenant, with respect to additional space on seventh (7th) floor of the Building.

          5. Amendment to Lease dated September 30, 1991 (the “1991 Lease Amendment”) between Broad and Noble Associates, Inc., as a predecessor to Landlord, and SunGard Services Company, as a predecessor to Tenant, with respect to additional space on the seventh (7^th) floor of the Building.

          6. Amendment to Lease dated November 19, 1992 (the “1992 Lease Amendment”) between Broad and Noble Associates, Inc., as a predecessor to Landlord, and SunGard Services Company, as a predecessor to Tenant, with respect to additional space on the seventh (7^th) of the Building.

          7. Amendment to Lease dated November 22, 1996 (the “1996 November Lease Amendment”) between Broad and Noble Associates, Inc., as a predecessor to Landlord, and SunGard Services Company, as a predecessor to Tenant, with respect to certain space on the eighth (8^th) floor of the Building.

          8. Amendment to Lease dated December 23, 1996 (the “1996 December Lease Amendment”) between Broad and Noble Associates, Inc., as a predecessor to Landlord, and SunGard Services Company, as a predecessor to Tenant, with respect to additional space on the eighth (8^th) floor of the Building.

          9. Amendment to Lease dated as of March 1997 (the “1997 Lease Amendment”) between Broad and Noble Associates, Inc., as a predecessor to Landlord, and

A-1

SunGard Services Company, as a predecessor to Tenant, with respect to space leased on the tenth (10^th) floor of the Building.

          10. Amendment to Leases dated as of June 9, 1999 (the “1999 Lease Amendment”) between Callowhill Management, Inc., a Pennsylvania corporation, successor in interest to Broad and Noble Associates, Inc., as managing agent for 440 East 62nd Street Company, and SunGard Recovery Services Inc. successor in interest to SunGard Services Company, with respect to additional space on the tenth (10^th) floor and the mezzanine floor of the Building.

          11. Amendment to Lease dated as of June 29, 2000 (the “2000 Lease Amendment”) between Callowhill Management, Inc., a Pennsylvania corporation successor in interest to Broad and Noble Associates, Inc., as managing agent for 440 East 62nd Street Company, and SunGard Recovery Services Inc. successor in interest to SunGard Services Company, with respect to space on the eleventh (11th) floor and the ninth (9th) floor of the Building.

          12. Amendment to Lease dated as of September 20, 2002 (the “2002 Lease Amendment”) between Callowhill Management, Inc., a Pennsylvania corporation successor in interest to Broad and Noble Associates, Inc., as managing agent for 440 East 62nd Street Company, and SunGard Recovery Services LP, successor in interest to SunGard Recovery Services Inc. and SunGard Services Company, with respect to certain issues of capital expenditures and operating costs.

          13. Amendment to Lease dated as of March 31, 2006 (the “2006 (March) Lease Amendment”) between Callowhill Management, Inc., a Pennsylvania corporation successor in interest to Broad and Noble Associates, Inc., as managing agent for 440 East 62nd Street Company, and SunGard Recovery Services LP, successor in interest to SunGard Recovery Services Inc. and SunGard Services Company for, inter alia, certain additional space on the Mezzanine and first (1st) floors of the Building.

          14. Amendment to lease dated as of June 2006 (the “2006 (June) Lease Amendment”) between Callowhill Management, Inc., a Pennsylvania corporation successor in interest to Broad and Noble Associates, Inc., as managing agent for 440 East 62nd Street Company, and SunGard Recovery Services LP, successor in interest to SunGard Recovery Services Inc. and SunGard Services Company for, inter alia, certain additional space on the 10^th Floor of the Building.

          15. Amendment to Lease dated as of May ___, 2009 (the “2009 Lease Amendment”) between Callowhill Management, Inc., a Pennsylvania corporation successor in interest to Broad and Noble Associates, Inc., as managing agent for 440 East 62nd Street Company, and SunGard Recovery Services LP, successor in interest to SunGard Recovery Services Inc. and SunGard Services Company for, inter alia, certain space on the fifth (5^th) floor roof and additional space on the track level of the Building.

          [For purposes hereof: (i) the 1986 Lease, the 1984 Lease, the 1989 Lease Amendment, the 1990 Lease Amendment, the 1991 Lease Amendment, the 1992 Lease Amendment, the 1996 November Lease Amendment, the 1996 December Lease Amendment, the 1997 Lease

2

Amendment, the 1999 Lease Amendment, the 2000 Lease Amendment, the 2002 Lease Amendment, the 2004 (November) Lease Amendment, the 2004 (December) Lease Amendment, and the 2005 Lease Amendment, the 2006 (March) Lease Amendment, the 2006 (June) Lease Amendment and the 2009 Lease Amendment, together with all exhibits, riders, letter agreements, amendments and modifications thereto are hereinafter collectively called the “Existing Lease.”]

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EXHIBIT B

DESCRIPTION OF LAND

B-1

First American Title Insurance Company

Commitment No. NCS-406610-NY

SCHEDULE C

Premises A — Surface

ALL THAT CERTAIN lot or parcel of land, together with the building and Improvements thereon erected.

SITUATE in the 14th Ward of the City of Philadelphia Commonwealth of Pennsylvania, described in accordance with a Survey and Plan thereof made by Ban J. Joseph, Esquire, Surveyor and Regulator of the Third District, dated October 14, 1953 as follows, to wit:

BEGINNING as the Northeast corner of Broad Street (113 feet wide) and Callowhill Street (50 feet wide); thence in a Northerly direction, along the Easterly line of Broad Street a distance of 224 feet 6 1/2 inches to a point; thence in an Easterly direction, along lands now or formerly of Reading Company, the two following distances: (1) making an interior angle of 90 degrees 20 minutes with the said line of Broad Street a distance of 440 feet 1 1/2 inches to a point, and (2) making an interior angle of 170 degrees 37 minutes with the last mentioned line, a distance of 88 feet 1-5/8 inches to a point on the Westerly line of 13th Street (50 feet wide); thence in a Southwardly direction along said line of 13th Street a distance of 210 feet 2 inches to the Northwest corner of said 13th Street and said Callowhill Street; thence in a Westwardly direction along the Northerly line of Callowhill Street a distance of 528 feet to a corner, the place of beginning.

CONTAINING in area 117,931 square feet, more or less.

EXCEPTING thereout and therefrom the same rights with respect to portions of the premises above described which were excepted and reserved thereout and therefrom unto Reading Company, its successors and assigns, by Indenture dated 3/30/1954 and recorded 4/1/1954 in Deed Book MLS 633 page 517.

AND EXCEPTING THEREOUT AND THEREFROM Deed Conveyance recorded in Deed Book VCS 910 page 411.

TOGETHER WITH the right, liberty and privilege of maintaining over the tracks and right of way of the City Branch of Reading Company the existing ramp attached to the building and leading from Broad Street to the garage level of such premises and also the fire escape attached thereto, and any replacement thereof by a ramp and fire escape of substantially similar design and dimensions.

BEING known as 401 North Broad Street

Premises B — Sub-surface

ALL THAT CERTAIN area below the level +45.10 feet elevation City Datum.

SITUATE in the 5th Ward of the City of Philadelphia, described according to a Plan of Property prepared for 401 North Corp., by Barton & Martin, Engineers, Philadelphia, Pa signed by William C. Barton, Registered Professional Engineer, dated 7/11/1977 and revised 8/25/1977, to wit:

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First American Title Insurance Company

Commitment No. NCS-406610-NY

BEGINNING at a point formed by the intersection of the Easterly side of Broad Street (113 feet wide) and the Northerly side of Callowhill Street (50 feet wide); thence extending North 11 degrees 21 minutes East along the said Easterly side of Broad Street passing along the Westerly sides of easements crossing railroad tracks and passing along the Westerly end of a driveway easement which lead Eastwardly from said Broad Street to 13th Street (50 feet wide) the distance of 224 feet 6 ¹/₂ inches to a point on the Southerly side of a ramp easement area; thence South 78 degrees 59 minutes East passing along the Southerly side of said ramp easement area and along the Northerly side of an easement 440 feet 11 ¹/₂ inches to an angle point; thence South 69 degrees 36 minutes East 88 feet 1 ⁵/₈ inches to a point on the Westerly side of 13th Street; thence South 11 degrees 21 minutes West along the said Westerly side of 13th Street passing along the said Easterly end of said driveway easement 210 feet 2 inches to a point on the said Northerly side of Callowhill Street (50 feet wide); thence North 78 degrees 50 minutes West along the said Northerly side of Callowhill Street passing along the Northerly side of a line escape and passing along the Southerly side of an easement 528 feet to a point on the said Easterly side of Broad Street being the first mentioned point and place of beginning.

Also that rectangular area in the subsurface bed of Broad Street of approximately 3,080 square feet (56 feet plus by 55 feet plus) designated “Quitclaim Area” on Plan “A”, attached hereto and made a part hereof. It is agreed that Landlord makes no representation or warranty of any kind as to the Quitclaim Area; and that Tenant so accepts the same and shall have no recourse in the event that title or possession thereof is asserted or claimed by parties other than Landlord or its successors or assigns or parties claiming through it or them.

Also certain easements as set forth in the Indenture between Reading Company and Commerce Building of Philadelphia, Inc. recorded in Deed Book MLS 633 page 517, for the purposes of access and support.

FEE:

BEING the same premises which Nathan P. Jacobs, Samuel A. Seaver, Phillip Kessler, Arthur S. Mandlebaum and Gerald S. Kaufman, as Executor under the Last Will and Testament of Benjamin Kaufman, deceased by Quitclaim Deed dated 5/2/1983 and recorded 8/27/1992 in the County of Philadelphia in Deed Book VCS 143 page 175, granted and conveyed unto Gerald S. Kaufman, as Nominee, in fee.

AND being the same premises which Gerald S. Kaufman, as Nominee by Deed dated 6/17/1999 and recorded 6/25/1999 in Deed Book JTD 1073 page 310, granted and conveyed unto Gerald S. Kaufman Corporation, as Nominee, in fee.

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EXHIBIT C

FLOOR PLANS

C-1

2

3

4

5

6

7

8

9

10

EXHIBIT C-1

ROOF/TRACK PREMISES

C-1-1

2

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EXHIBIT D

DECLARATION BY LANDLORD AND TENANT
AS TO DATE OF DELIVERY AND ACCEPTANCE OF
POSSESSION, LEASE COMMENCEMENT DATE, ETC

          THIS DECLARATION made this ___ day of ______, ___, is hereby attached to and made a part of the Lease dated the ___ day of October, 2009 (the “Lease”), entered into by and between CALLOWHILL MANAGEMENT, INC., a Pennsylvania corporation, as agent for 440 EAST 62 ^ND STREET CO., L.P., a New York limited partnership, as Landlord, and SUNGARD AVAILABILITY SERVICES LP, a Pennsylvania limited partnership, as Tenant. All terms used in this Declaration have the same meaning as they have in the Lease.

          1. Landlord and Tenant do hereby declare that possession of the Premises was accepted by Tenant on January 1, 2010.

          2. As of the date hereof, the Lease is in full force and effect, and Landlord has fulfilled all of its obligations under the Lease required to be fulfilled by Landlord on or prior to said date.

          3. The Lease Commencement Date is hereby established to be January 1, 2010, and the Lease Expiration Date is hereby established to be December 31, 2024, unless the Lease is sooner terminated, or renewed/extended, pursuant to any provision thereof.

WITNESS/ATTEST: LANDLORD:

	CALLOWHILL MANAGEMENT, INC., a Pennsylvania corporation, as agent for 440 EAST 62 ND STREET CO., L.P., a New York limited partnership
By:	By:
		Name:	Abbott Stillman
		Its: President
WITNESS:	TENANT: SUNGARD AVAILABILITY SERVICES LP, a Pennsylvania limited partnership
	By:
		Name:
		Its:

[NOTE: NOT TO BE EXECUTED AT TIME OF EXECUTION OF LEASE]

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EXHIBIT E

OUTSIDE INFRASTRUCTURE

1.	Generators;
2.	Fuel storage (if separate from the Generators);
3.	HVAC Equipment (including ducting, piping, pumps and insulation) not located within any portion of the Retained Premises;
4.	Staircase from 1st Floor Lobby to Mezzanine (the “Mezzanine Staircase”);
5.	Elevator from 1st Floor Lobby to Mezzanine (the “Mezzanine Elevator”).

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EXHIBIT F

RULES AND REGULATIONS

          The following rules and regulations have been formulated for the safety and well-being of all the tenants of the Building. Adherence to these rules and regulations by each and every tenant contributes to safe occupancy and quiet enjoyment of the Building. Any violation of these rules and regulations by any tenant which continues after notice from Landlord shall be a Default under such tenant’s lease, at the option of Landlord.

          Landlord may, upon request by any tenant, waive compliance by such tenant of any of the following rules and regulations, provided that (a) no waiver shall be effective unless signed by Landlord or Landlord’s authorized agent, (b) no such waiver shall relieve any tenant from the obligation to comply with such rule or regulation in the future, unless expressly consented to by Landlord, and (c) no such waiver granted to any tenant shall relieve any other tenant from the obligation of complying with said rule or regulation unless such other tenant has received a similar waiver in writing from Landlord.

     1. The sidewalks, entrances, passages, courtyards, elevators, vestibules, stairways, corridors, halls and other parts of the Building not occupied by any tenant (hereinafter “Common Areas”) shall not be obstructed or encumbered by any tenant or used for any purposes other than ingress and egress to and from the tenant’s premises. No tenant shall permit the visit to its premises of persons in such numbers or under such conditions as to interfere with the use and enjoyment of the Common Areas by other tenants.

     2. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of Landlord. No drapes, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of a tenant’s premises, without the prior written consent of Landlord. Such awnings, projections, curtains, blinds, screens and other fixtures shall be of a quality, type, design and color acceptable to Landlord and shall be attached in a manner approved by Landlord.

     3. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any tenant on any part of the outside or inside of the tenant’s premises or in the Building without the prior written consent of Landlord. In the event of any violation of the foregoing by any tenant, Landlord may remove the same without any liability and may charge the expense incurred by such removal to the tenant or tenants responsible for violating this rule. All interior signs on the doors and directory tablet of the Building shall be inscribed, painted or affixed by Landlord at the expense of each tenant, and shall be of a size, color and style acceptable to Landlord.

     4. No show cases or other articles shall be put in front of or affixed to any part of the exterior of the Building, nor placed in the Common Areas without the prior written consent of Landlord.

     5. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be thrown therein. No tenant shall throw anything out of the doors or windows or down any corridors of stairs.

     6. There shall be no marking, painting, drilling into or other form of defacing of or damage to any part of a tenant’s premises or the Building. No boring, cutting or stringing of wires shall be permitted. No tenant shall construct, maintain, use or operate within its premises or elsewhere within or on the outside of the Building any electrical device, wiring or apparatus in connection with a loud speaker system or other sound system. Upon prior written approval by Landlord, a tenant may install Muzak or other internal music system within the tenant’s premises if the music system cannot be heard outside of the premises. No tenant shall make or permit to be made any disturbing noises or disturb or interfere with the occupants of the Building or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, tape recorder, whistling, singing or any other way.

     7. No bicycles, vehicles, animals, birds or pets of any kind shall be brought into or kept in or about a tenant’s premises or in the Building other than areas specifically designed for such vehicles.

     8. No cooking shall be done or permitted by any tenant on its premises, except that, with Landlord’s prior written approval (including approval of plans and specifications therefor), a tenant may install and operate for convenience of its employees a lounge or coffee room with a microwave, sink and refrigerator; provided that in so doing the tenant shall comply with all applicable building code requirements and any insurance or other requirements specified by Landlord. Landlord acknowledges that, if and to the extent that the same shall comply with applicable laws and requirements and shall have been installed, and shall have been (and shall continue to be) maintained in good order and repair, and in accordance with the manufacturer’s installation and operational specifications, Tenant may continue to maintain, kitchenette(s) and pantry(s) existing in the Premises on the date hereof. No tenant shall cause or permit any unusual or objectionable odors to originate from its premises

     9. No space in or about the Building shall be used for the manufacture, sale or auction of merchandise goods or property of any kind.

     10. No tenant shall buy or keep in the Building or its premises any inflammable, combustible or explosive fluid, chemical or substance.

     11. The doors leading to the corridors or main halls shall be kept closed during business hours except as they may be used for ingress and egress. Each tenant shall, upon the termination of its tenancy, return to Landlord all keys used in connection with its premises, including any keys to the premises, to rooms and offices within the premises, to storage rooms and closets, to cabinets and other built-in furniture, and to toilet rooms, whether or not such keys were furnished by Landlord or procured by the tenant, and in the event of the loss of such keys, such tenant shall pay to Landlord the cost of replacing the locks. On termination of a tenant’s lease, the tenant shall disclose to Landlord the combination of all locks for safes, safe cabinets and vault doors, if any, remaining in the premises.

     12. All removals, or the carrying in or out of any safes, freight, furniture or bulky matter of any description, must take place in such manner and during such hours as Landlord may require. Landlord reserves the right (but shall not have the obligation) to inspect all freight brought into the Building and to exclude from the Building all freight which violates any of these rules and regulations or any provision of any tenant’s lease.

     13. Any person employed by any tenant to do janitorial work within the tenant’s premises must obtain Landlord’s approval prior to commencing such work, and such person shall comply with all instructions issued by the superintendent of the Building while in the Building. No tenant shall engage or pay any employees on the tenant’s premises or in the Building, except those actually working for such tenant on said premises.

     14. No tenant shall purchase spring water, ice, coffee, soft drinks, towels or other like merchandise or service from any company or person who has, in Landlord’s opinion committed violations of Building regulations or caused a hazard or nuisance to the Building and/or its occupants.

     15. Intentionally omitted.

     16. Landlord reserves the right to exclude from the Building at all times any person who is not known or does not properly identify himself to the Building’s management or its agents. Landlord may at its option require all persons admitted to or leaving the Building to register with the Building concierge. Each tenant shall be responsible for all persons for whom it authorized entry into the Building, and shall be liable to Landlord for all acts of such persons.

     17. Intentionally omitted.

     18. The requirements of tenants will be attended to only upon application at the office of the Building. Building employees have been instructed not to perform any work or do anything outside of their regular duties, except with special instructions from the management of the Building.

     19. Canvassing, soliciting and peddling in the Building is prohibited, and each tenant shall cooperate to prevent the same.

     20. No water cooler, plumbing or electrical fixture shall be installed by tenant without Landlord’s prior written consent.

     21. No hand trucks, except those equipped with rubber tires and side guards, shall be used to deliver or receive any merchandise in any space or in the Common Areas of the Building, either by tenant or its agents or contractors.

     22. Access plates to under floor conduits shall be left exposed. Where carpet is installed, carpet shall be cut around the access plates.

     23. Mats, trash and other objects shall not be placed in the public corridors.

     24. At least once a year, each tenant at its own expense shall clean all drapes installed by Landlord for the use of the tenant and any drapes installed by the tenant which are visible from the exterior of the Building.

     25. Intentionally omitted.

     26. Landlord’s employees are prohibited from receiving articles delivered to the Building and, if any such employee receives any article for any tenant, such employee shall be acting as the agent of such tenant for such purposes.

     27. No smoking shall be permitted in any of the Common Areas of the Building or in the tenant’s premises, other than in areas designated for smoking provided such premises are located within the Premises, such smoking areas are permitted under applicable laws and such areas are properly vented to the Landlord’s reasonable satisfaction.

EXHIBIT G

PARKING

     1. AVAILABILITY; RENT.

     Tenant shall be entitled to rent, on a month-to-month basis, terminable by Tenant on 30 days notice, up to 106 reserved parking spaces in the first floor level parking lot at the Building (the “Reserved Spaces”). The rent payable for such Reserved Spaces shall be payable monthly, in advance. The initial rent for such Reserved Spaces shall be $155/space/month. The rent payable for such Reserved Spaces shall increase on each January 1^st during the Term other than during the First Lease Year to the then market rate for parking spaces in comparable enclosed garages within a five (5) block radius of the Building, as reasonably determined by Landlord. In the event that Tenant shall, at any time, cease renting or otherwise lose or give up its right to so rent any such Reserved Spaces (the “Returned Spaces”), Tenant shall thereafter have no rights whatsoever with respect to such Returned Spaces and Landlord shall have no obligation to rent such Returned Spaces (or any other spaces) to Tenant. In the event that Tenant shall lose current parking rights at parking facilities outside the Building, Tenant may notify Landlord and, to the extent that Landlord then has available for rent additional parking spaces in the parking lot at the Building, Landlord shall endeavor to rent all available additional spaces to Tenant, on a month-to-month basis, terminable by Tenant on 30 days notice, with the rate for such spaces being the rate charged by Landlord to Tenant for the Reserved Spaces

     2. REGULATIONS; LIABILITY.

     Tenant and its employees, agents and invitees shall observe reasonable safety precautions in the use of the parking areas and shall at all times abide by all rules and regulations reasonably promulgated by Landlord and/or the parking operator governing use of the parking areas provided such rules do not create an additional financial burden on Tenant, to more than a de minimis extent, and are applied in a non-discriminatory manner. Other than in the event of Landlord’s negligence or willful misconduct, Landlord does not assume any responsibility for, and shall not be held liable for, any damage or loss to any automobiles parked in the parking lot or to any personal property located therein, or for any injury sustained by any person in or about the parking areas.

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EXHIBIT H

COOLING CONDITION

          Notwithstanding anything to the contrary contained in Section 38, the parties acknowledge that the Additional Surrender Option, and Tenant’s right to exercise the Additional Surrender Option and to surrender the Additional Surrendered Premises, are personal to Initial Tenant as defined in Section 6.A., and shall be conditioned upon Tenant demonstrating, in accordance with the terms hereof, that the Cooling Condition is satisfied.

          The “Cooling Condition” shall mean that:

          [XXX]*

* Omitted and submitted by the Filers separately to the U.S. Securities and Exchange Commission under a request for confidential treatment.

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EXHIBIT I

FORM OF EXISTING GROUND LESSOR ESTOPPEL

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

     THIS AGREEMENT, dated the 16^th day of November, 1994, between 440 E. 62^ND STREET CO., a limited partnership, with an office at 670 White Plains Road, Scarsdale, New York 10583 (hereinafter called “Master Lessee”), GERALD E. KAUFMAN, as Nominee, with an office at 225 N. Wabash Avenue, Suite 310, Chicago, Illinois 60601 (hereinafter called “Nominee”), and SUNGARD SERVICES COMPANY, a Pennsylvania corporation, with an office at 1285 Drummers Lane, Wayne, Pennsylvania 19087 (hereinafter called “Tenant”).

BACKGROUND:

     A. Commerce Building of Philadelphia Inc., as lessor, entered into a certain lease agreement dated September 3, 1959 (the “Master Lease”) with Rose Iacovone, as lessee, covering the building located at 401 North Broad Street, Philadelphia, PA (the “Property”), which Property is more particularly described in Exhibit “A” attached hereto and made a part hereof.

     B. Nominee, as Executor under the Last Will and Testament of Benjamin Kaufman, deceased, Nathan P. Jacobs, Samuel A. Seaver, Philip Kessler and Arthur S. Mandelbaum (hereinafter collectively called “Master Lessors”) are the successor-in-interest to Commerce Building of Philadelphia Inc. pursuant to an assignment of the Master Lease.

     C. Master Lessee is the successor-in-interest to Rose Iacovone pursuant to various assignments of the Master Lease.

     D. The Master Lessors entered into a certain Nominee Agreement dated May 2, 1983 with Nominee, pursuant to which the Master Lessors conveyed exclusive control of the management of the Property to Nominee.

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     E. Tenant has entered into various leases with Broad and Noble Associates, Inc. (hereinafter called “Landlord”), as agent for Master Lessee, the first lease dated April 12, 1984 covering the entire sixth floor (the “Sixth Floor Space”) of the Property, the second lease dated September 1, 1986 covering approximately 30,000 square feet of the mezzanine (the “Mezzanine Space”), the third lease dated February 15, 1989 covering the roof (the “Roof Space”) of the Property, an Amendment to Lease dated October ____________, 1989 covering 50,000 square feet of the seventh floor (the “Seventh Floor Space”) of the Property, an Amendment to Lease dated April 18, 1990, changing the square footage of the Seventh Floor Space to 51,000 square feet, an Amendment to Lease dated September 30, 1991 covering an additional 6,000 square feet of the seventh floor (the “Seventh Floor First Expansion Space”) and an Amendment to Lease dated November 19, 1992 covering an additional 13,309 square feet of the seventh floor (the “Seventh Floor Second Expansion Space”). The Sixth Floor Space, the Mezzanine Space, the Roof Space, the Seventh Floor Space, the Seventh Floor First Expansion Space, the Seventh Floor Second Expansion Space and any other space currently or hereafter leased by Tenant in the Property is hereinafter collectively referred to as the “Leased Premises”. The aforementioned leases as amended and as may be further amended, modified or extended from time to time, are hereinafter collectively referred to as the “Lease”.

     F. Tenant desires to be assured of continued occupancy of the Leased Premises under the terms of the Lease and subject to the terms of the Master Lease.

     NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) by each party in hand paid to the other, the receipt of which is hereby acknowledged, and in consideration of the mutual promises, covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, promise, covenant and agree as follows:

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     1. The Lease is and shall be subject and subordinate to the Master Lease insofar as it affects the real and personal property of which the Leased Premises forms a part, but only so long as this Agreement shall main in full force and effect.

     2. In the event Nominee takes possession of the Property and/or Leased Premises by termination of the Master Lease, or otherwise, Nominee agrees not to affect or disturb Tenant’s right to possession of the Leased Premises and any of its other rights under the Lease in the exercise of Nominee’s rights so long as Tenant is not then in default, after applicable notice and/or grace periods, under any of the terms, covenants, or conditions of the Lease.

     3. In the event that Nominee succeeds to the interest of Master Lessor or any other landlord under the Lease and/or to title to the Property and/or Leased Premises, Nominee and Tenant hereby agree after such succession to be bound to one another under all of the terms, covenants and conditions of the Lease; accordingly, from and after such event, Nominee and Tenant shall have the same remedies against one another for the breach of an agreement contained in the Lease as Tenant and Master Lessor had before Nominee succeeded to the interest of Master Lessor; provided, however, that Nominee shall not be:

          (a) bound by any rent or additional rent which Tenant might have paid for more than the one month in advance to any prior landlord (including Master Lessee); or

          (b) bound by any material amendment or modification of the Lease made without Nominee’s written consent, which consent shall not be unreasonably withheld or delayed; or

          (c) liable for any action or omission of Master Lessee under the Lease occurring prior to Nominee’s succeeding to Master Lessee’s interest in the Lease, except that Nominee agrees to cure any default of Master Lessee (or the then landlord) that is continuing as

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of the date Nominee takes possession of the Property within thirty (30) days from the date Tenant delivers written notice to Nominee of such continuing default; provided, however, that with respect to any default which cannot be remedied within such time (but which is capable of remedy), if Nominee commences to cure such default within said thirty (30) day period and thereafter diligently proceeds and continues with such efforts, Nominee shall have such time as is reasonably necessary to complete curing such default.

     4. In the event that anyone else acquires title to or the right to possession of the Property and/or Leased Premises upon the sale of the Property and/or Leased Premises by Nominee or its successors or assigns, Tenant agrees not to seek to terminate the Lease by reason thereof, but shall remain bound unto the new owner so long as the new owner is bound to Tenant under all of the terms, covenants and conditions of the Lease.

     5. Tenant agrees not to seek to terminate the Lease by reason of any default of Master Lessee (or the then landlord) without prior written notice thereof to Nominee and the lapse thereafter of such time as under the Lease was granted to remedy the default, within which time Nominee, at its option, may remedy any such default; provided, however, that with respect to any default of Master Lessee (or the then landlord) under the Lease which cannot be remedied within such time (but which is capable of remedy), if Nominee commences to cure such default within such time and thereafter diligently proceeds and continues with such efforts, Nominee shall have such time as is reasonably necessary to complete curing such default.

     6. Nominee agrees to make insurance and condemnation proceeds available for restoration as provided in the Lease notwithstanding any provisions in the Master Lease or any other document to the contrary.

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     7. In the event the Property or any part thereof shall be taken for public purposes by condemnation or transfer in lieu thereof or the same are damaged or destroyed, the rights of the parties to any condemnation award or insurance proceeds shall be determined and controlled by the applicable provisions of the Lease.

     8. Should any action or proceeding be commenced to enforce any of the provisions of this Agreement or in connection with its meaning, the prevailing party in such action shall be awarded, in addition to any other relief it may obtain, its reasonable costs and expenses, including, without limitation, reasonable attorneys’ fees and costs.

     9. Tenant shall not be enjoined as a party/defendant in any action or proceeding which may be instituted or taken by reason of any default by Master Lessee (or the then landlord) in the performance of the terms, covenants, conditions and agreements set forth in the Master Lease.

     10. All notices which may or are required to be sent under this Agreement shall be in writing and shall be sent by first-class certified U.S. mail, postage prepaid, return receipt requested, and sent to the party at the address appearing below or such other address as any party shall hereafter inform the other party by written notice given as set forth above:

If to Master Lessee:	440 E. 62nd Street Co. c/o Broad and Nobel Associates 401 North Broad Street Philadelphia, Pennsylvania Attention: Allan Stillman, President
If to Nominee:	Gerald S. Kaufman 225 N. Wabash Avenue Suite 310 Chicago, IL 60601
If to Tenant:	SunGard Recovery Services, Inc. 1285 Drummers Lane

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Wayne, PA 19087
Attention: Controller

     All notices delivered as set forth above shall be deemed effective three (3) days from the date deposited in the U.S. mail.

     11. This Agreement shall be binding upon and shall extend to and benefit the successors and assigns of the parties hereto (and to the permitted subtenants and concessionaires of Tenant) during the term of the Lease and any extension or renewal thereof. The term “Nominee” when used in this Agreement shall be deemed to include any person or entity which acquires title to or the right to possession of the Property and/or Leased Premises by, through or under Nominee and/or the Master Lease, whether directly or indirectly.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers the day and year first above written.

	MASTER LESSEE:
	440 E. 62ND STREET CO.
WITNESS:	BY:	/s/ Allan Stillman
		Its: Gen. Partner
	NOMINEE:
WITNESS:	/s/ Gerald S. Kaufman
	GERALD S. KAUFMAN
	TENANT:
	SUNGARD RECOVERY SERVICES INC.
ATTEST:	BY:	/s/ Michael Mulholland
		Its: President, COO

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STATE OF ILLINOIS	:
	:  SS
COUNTY OF COOK	:

     On this, the 16^th day of November, 1994, before me, the undersigned Notary Public personally appeared Gerald S. Kaufman, who acknowledged himself to be the Nominee, and that he as such Nominee being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing his name as Nominee.

     Witness my hand and official seal.

/s/ Kathy L. Shea  

Notary Public 

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STATE OF N.Y.	:
	:  SS
COUNTY OF WESTCHESTER	:

     On this the 17^th day of November, 1994, before me, the undersigned Notary Public personally appeared Allen Stillman, who acknowledged himself to be a Gen. Partner of 440 E. 62^nd Street Co., a limited partnership, and that he as such ______________, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the ______________ by himself as ______________.

     Witness my hand and official seal.

/s/ Frances Carroll  

Notary Public 

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STATE OF	:
	:  SS
COUNTY OF	:

     On this the 7^th day of December, 1994, before me, the undersigned Notary Public personally appeared Michael F. Mulholland, who acknowledged himself to be the Pres. & COO of SunGard Services Company, now known as SunGard Recovery Services, Inc. a Pennsylvania corporation, and that he as such officer being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as Pres. & COO.

     Witness my hand and official seal.

/s/ Carolyn M. Keith  

Notary Public 

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EXHIBIT “A”

ALL THAT CERTAIN lot or parcel of land, together with the building and improvements hereon, erected, Situate, in the 5^th (formerly the 14th) Ward of the City of Philadelphia, Commonwealth of Pennsylvania, described in accordance with a Survey and Plan thereof made by Ben J. Joseph, Esquire and Regulator of the Third District, dated October 14, follows, to wit:

BEGINNING at the Northeast corner of Broad Street (113 feet wide) and Callowhill Street (50 113 feet wide); thence in a Northwardly direction, along the Easterly line of Broad Street, a distance of 224 feet 6-1/2 inches to a point; thence in an Eastwardly direction along lands now or formerly of Reading Company, the two following distances; (1) making an interior angle of 90 degrees, 20 minutes with the said line of Broad Street, a distance of 440 feet, 11-1/2 inches to a point, and (2) making an interior angle of 170 degrees, 37 minutes with last mentioned line, a distance of 88 feet, 1-5/8 inches to a point on the Westerly line of 13th Street (50 feet wide); thence in a Southwardly direction along said line of 13th Street, a distance of 210 feet, 2 inches to the Northwest corner of said 13th Street and said Callowhill. Street; thence in a Westwardly direction along the Northerly line of Callowhill Street, a distance of 528 feet to a corner; the place of beginning.

EXCEPTING thereout and therefrom the same rights with respect to portions of the premises above described respect to which were expected and reserved thereout and therefrom unto said Reading Company, its successors and assigns, by said Indenture dated March 30, 1954

TOGETHER with the rights, liberty and privilege of maintaining over the tracks and right of way of the City Branch of Reading Company, the existing ramp attached to the building and leading from Broad Street, to the garage level of the premises hereinbefore described and also the fire escape attached thereto and any replacement thereof by a ramp and fire escape of substantially similar design and dimensions.

BEING 401 North Broad Street.

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EX-10.11

Exhibit 10.11

AMENDED AND RESTATED LEASE AGREEMENT

Between

RUSSO FAMILY LIMITED PARTNERSHIP, LP, Landlord

and

SUNGARD AVAILABILITY SERVICES LP, Tenant

For

777 Central Boulevard, Carlstadt,
Bergen County, New Jersey

Prepared by:

Richard G. Berger, Esq.
Russo Development, LLC
71 Hudson Street
Hackensack, New Jersey 07601
(201) 487-5657

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TABLE OF CONTENTS

1.	Commencement Date of Term	6
2.	Rent	6
3.	Additional Rent	7
4.	Repairs and Maintenance Obligations of Tenant	10
5.	Repairs and Maintenance Obligation of Landlord	12
6.	Utilities and Personal Property Taxes	12
7.	Glass, Damage by Tenant	14
8.	Use of Premises	14
9.	Alterations and Improvements	15
10.	Laws and Ordinances	17
11.	Insurance	17
12.	Landlord’s Liability	20
13.	Default of Landlord	21
14.	Default of Tenant	21
15.	Access to Premises	25
16.	Hold Harmless	25
17.	Assignment or Sublease	26
18.	Condemnation	27
19.	Fire or Casualty Loss	28
20.	Estoppel Certificate	29
21.	Signage	30
22.	Brokerage Commission	30
23.	Unavoidable Delays	30

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24.	Subordination	31
25.	Security Deposit	31
26.	Surrender Obligations	32
27.	Intentionally Omitted	32
28.	Environmental Covenants	32
29.	Auction Sales	35
30.	Holding Over	35
31.	Quiet Possession	35
32.	Representations and Warranties of Landlord	36
33.	Notices	36
34.	Parties Bound	37
35.	Abandoned Personal Property	37
36.	Article Headings	38
37.	Governing Law	38
38.	Letter of Acceptance	38
39.	Intentionally Omitted	38
40.	Options to Renew	38
41.	Right of First Offer on Purchase of Demised Premises	38
42.	Intentionally Omitted	39
43.	Mobile Data Center	39
44.	Rooftop Rights	39
45.	Intentionally Omitted	41
46.	Supplemental HVAC	41
47.	Venting	41

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48.	Grounding Equipment	42
49.	Backup Electrical Generators	42
50.	Due Execution	43
51.	Payment of Tenant’s Legal Costs Under Special Circumstances	43

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AMENDED AND RESTATED
LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE AGREEMENT (this “Lease”), is made this 23 day of October, 2009, by and between:

RUSSO FAMILY LIMITED PARTNERSHIP, L.P. c/o Russo Development, L.L.C., 71 Hudson Street, Hackensack, New Jersey 07601 (hereinafter referred to as “Landlord”),

and

SUNGARD AVAILABILITY SERVICES LP, a Pennsylvania limited partnership, formerly known as SunGard Recovery Services LP, a Pennsylvania limited partnership, having an address of 680 E. Swedesford Road, Wayne, Pennsylvania 19807 (hereinafter referred to as “Tenant”).

RECITALS

     A. Landlord and Comdisco, Inc. (“Comdisco”) entered into a Lease Agreement dated October (no date), 1999, with respect to a building containing approximately 259,908 square feet, together with on-site parking for 378 vehicles, which facility is located at 777 Central Boulevard, in the Borough of Carlstadt, County of Bergen, and State of New Jersey, now known and designated as Lot No. 9 in Block 131 on the official tax map of the Borough of Carlstadt, Bergen County, New Jersey (the said Lease Agreement is hereinafter referred to as the “Comdisco Lease”). As contemplated by the Comdisco Lease, Comdisco increased the area within the building to approximately 301,827 square feet by installing a mezzanine of approximately 41.919 square feet within the building.

     B. Comdisco, Inc. assigned all of its right, title and interest in and to the Lease to SunGard Recovery Services LP, which accepted such assignment and assumed all of Comdisco’s right, title, interest, duties, benefits, and obligations under the Comdisco Lease.

     C. In connection with the foregoing assignment, Landlord and Tenant entered into an Amendment to Lease Agreement dated November 15, 2001 (the “Lease Amendment”).

     D. SunGard Recovery Services LP changed its name to SunGard Availability Services LP.

     E. Landlord and Tenant now wish to amend, restate and replace the Comdisco Lease and the Lease Amendment with a single integrated lease agreement containing new and revised terms and establishing new rental amounts and an extension of the lease term, all as set forth in this Agreement, to be effective as of October 1, 2009 (the “Effective Date”).

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     NOW, THEREFORE, for good and valuable consideration, the receipt of which and the legal sufficiency of which are hereby acknowledged by the parties, and the parties intending to be legally bound hereunder, the parties agree as follows:

          (i) The Comdisco Lease and the Lease Amendment shall and are hereby amended and restated in their entirety by this Lease effective as of the Effective Date, and the Comdisco Lease and Lease Amendment shall be null and void from and after the Effective Date.

          (ii) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, those certain premises located at 777 Central Boulevard, in the Borough of Carlstadt, County of Bergen, and State of New Jersey (also designated by the Carlstadt Tax Assessor as Block 131, Lot 9), upon which is currently constructed, inter alia, a building containing approximately 301,827 square feet of space (consisting of 259,908 square feet of ground floor area and 41,919 square feet of second floor/mezzanine area) (the “Building”) and the exclusive right to 378 parking spaces (the entire lot with all improvements thereon, subject to the existing easement for ingress and egress in common with adjacent premised known as 600 Commerce Boulevard, Carlstadt, New Jersey are hereinafter referred to as the “Demised Premises”), all as more particularly depicted on Schedule “A” annexed hereto.

          TO HAVE AND TO HOLD the premises for a term of twenty (20) years (the “Initial Term”) which commenced on October 1, 2000 (the “Commencement Date”), and which shall end on September 30, 2020 (the “Termination Date”). The period from the Commencement Date through the final date of the Initial Term as extended by the first and/or second renewal options under Section 40 of this Lease is hereinafter referred to as the “Term.”

          IN CONSIDERATION OF THE FOREGOING, and of the mutual promises, agreements, conditions, covenants and terms herein set forth, the Landlord and the Tenant further covenant and agree as follows:

     1. Commencement Date of Term: The term hereof commenced on October 1, 2000 (the “Commencement Date”).

     2. Rent:

          2.1 Fixed Rent:

               (a) The Fixed Rent payable to Landlord from the Commencement Date hereof through September 30, 2015 is unchanged from the Existing Lease and is set forth at Schedule “C”. The parties hereto acknowledge and agree that Tenant has paid all such Fixed Rent through and including September 30, 2009.

               (b) From and after the October 1, 2015, and for the balance of the Initial Term, the Tenant hereby agrees to pay to the Landlord Fixed Rent for the Premises as set forth on Schedule “C-1”.

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          All such Fixed Rent shall be in cash or check, lawful money of the United States of America, payable in monthly installments on the first day of each and every month, in advance, throughout the term of this Lease. The Fixed Rent shall be paid at the office of the Landlord set forth above on the first page of this Lease, or at such other place as may hereafter be designated by the Landlord. Fixed Rent shall be paid to the Landlord without notice or demand and without deduction, set-off or other charge, except as may otherwise be provided for herein. The total aggregate Fixed Rent for the Demised Premises over the portion of the Initial Term from the Effective Date to the Termination Date is. The parking spaces are being provided to Tenant at no additional charge.

          2.2 Except as otherwise specifically provided for herein, any sums due the Tenant from the Landlord under any of the provisions of this Lease, or arising from or out of the Landlord’s failure to comply with, or perform any of the terms of this Lease, shall in all cases be enforced by Tenant by means other than deduction from Fixed Rent or Additional Rent (Fixed Rent and Additional Rent are referred to collectively in this Lease as “Rent”). No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Fixed Rent or Additional Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated such Rent then due and payable.

          2.3 If checks issued by Tenant shall be dishonored a late charge shall apply and if checks are dishonored on two (2) or more occasions within any six (6) month period, Landlord may require, by giving written notice to Tenant that all future Rent payments are to be made by cash, cashier’s check, or money order, and that the delivery of Tenant’s personal or corporate check will no longer constitute a payment of Rent as provided in this Lease. Any acceptance of personal or corporate check thereafter by Landlord shall not be construed as a subsequent waiver of said rights except as to the check so accepted.

          2.4 If any installment of Rent or any sum due from Tenant, under this or any other agreement between Landlord and Tenant, shall not be received by Landlord or Landlord’s designee from Tenant within ten (10) days after said amount is due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the amount past due, plus any reasonable attorneys’ fees incurred by Landlord by reason of Tenant’s failure to pay Rent and/or other charge when due hereunder. Acceptance of such late charge by the Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder, unless accompanied by the applicable installment of rent or other sum due. The aforesaid late charge may be repeated each month that the same Rent or charge remains unpaid.

     3. Additional Rent.

          3.1 Tenant shall be responsible to pay as Additional Rent hereunder all taxes, costs, charges, maintenance, and operational expenses associated with the Demised Premises together with all interest and penalties that may accrue thereon in the event of the Tenant’s failure to pay such amounts, and all damages, costs and expenses which the Landlord may incur by reason of any default of the Tenant or failure on the Tenant’s part to comply with the terms of this Lease, except those specifically allocated to Landlord under Article 5 of this Lease. Therefore, and without limitation, commencing at the Effective Date, Tenant shall continue to

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pay to Landlord One Hundred percent (100%) of the total costs of the following items, herein called “Additional Rent”:

               A. All real estate taxes on the land, as more fully described on Schedule “B” attached hereto and made a part hereof (the “Land”), site improvements and the Building comprising the Demised Premises. Said real estate taxes shall include all real estate taxes and assessments that are levied upon and/or assessed against the Demised Premises, including any taxes which may be levied on rents, except that as to assessments, Landlord shall elect to pay same over the longest period permitted by law and only the current year’s installment, including interest, shall be added into Tenant’s calculation. In addition, Tenant shall reimburse Landlord for Landlord’s reasonable costs incurred in appealing taxes and/or assessments on Demised Premises, including reasonable legal fees, expert witness fees and other proper costs but Tenant will not be liable to pay a reimbursement in excess of any actual tax savings resulting from such an appeal. If any such appeal is successful, any recovery net of such expenses shall be credited (proportionately) to Tenant’s obligation hereunder. Except during the final three (3) years of the then Term, Tenant shall have the right to appeal tax assessments on the Demised Premises at Tenant’s sole cost and expense; and if any such tax appeal is unsuccessful or if it results in an increase in real estate taxes, Tenant shall bear all such costs, attorneys fees and tax increases during the Term. Notwithstanding the foregoing, the foregoing taxes shall specifically exclude income taxes assessed against the Landlord, franchise taxes, estate taxes, sales taxes, corporate income taxes, capital stock taxes, employment benefit taxes, social security taxes, worker’s compensation taxes, capital levy, succession, inheritance, or transfer taxes payable by the Landlord, corporate franchises, capital stock, loans and bonus taxes imposed upon any owner of the Land, any late fees, penalties or interest with respect to the payment of any such taxes, and any income, profits or revenue tax. Landlord hereby agrees to pay all such taxes so as to include and obtain any applicable discount for early payment.

               B. All premiums and deductible costs paid by Landlord for the Demised Premises only associated with Insurance (as described in Articles 11.3 and 11.4 below).

               C. All costs incurred by Landlord pursuant to this Lease to maintain, repair and replace exterior walls, structural steel, foundations, roof, landscaped areas, parking and loading areas including driveways, sidewalks and curbs (including snow and ice removal from parking and exterior loading areas and sidewalks) and site drainage facilities and other areas within the Land which are not the responsibility of Tenant to maintain, repair and replace under this Lease. There shall also be included any parking charges, utilities surcharges, COAH development fees or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by any governmental authority in connection with the expansion, renovation, use or occupancy of the Demised Premises or the Parking Lot by or on behalf of Tenant (as defined in Article 43 below) from and after the Effective Date. Any and all such replacement costs shall be amortized over the useful economic life of such improvements.

               D. On or about the Effective Date, Landlord shall submit to Tenant a statement of the anticipated monthly Additional Rent for the period between the Effective Date, and the following December 31, and Tenant shall pay this Additional Rent on a monthly basis concurrently with the payment of the Fixed Rent. Tenant shall continue to make said monthly

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payments until notified by Landlord of a change thereof. By March 1 of each calendar year (commencing in 2010), Landlord shall use its best efforts to give Tenant a statement showing the total Additional Rent for the Demised Premises for the prior calendar year (an “Operating Expense Statement”). Landlord shall also submit to Tenant by separate invoice not less often than annually a statement documenting any unanticipated charges relating to the repair of the common driveway area shared with 600 Commerce Boulevard, Carlstadt, New Jersey, and the charges relating to the Private Communications Ductbank (described in Section 32.2 below), and Tenant shall pay its proportionate share thereof within thirty (30) days after presentation thereof.

               E. In the event the total of the monthly payments which Tenant has made for the prior calendar year be less than the Tenant’s actual share of such Additional Rent, then Tenant shall pay the difference in a lump sum within thirty (30) days after receipt of such statement from Landlord and shall concurrently pay the difference between the total previous monthly payments made in the then calendar year and the total of monthly payments calculated as Additional Rent based on the prior year’s experience. Any overpayment by Tenant shall be credited towards the Fixed Rent and/or Additional Rent next coming due. The actual Additional Rent for the prior year shall be used for purposes of calculating the anticipated monthly Additional Rent for the then current year with actual determination of such Additional Rent after each calendar year as above provided. Even though the term has expired and Tenant has vacated the Demised Premises, when the final determination is made of Tenant’s share of said Additional Rent for the year in which this Lease terminates, Tenant shall pay any increase due over the estimated Additional Rent previously paid within thirty (30) days after demand, and, conversely, any overpayment made shall be immediately rebated by Landlord to Tenant within thirty (30) days after such notice to Tenant, and this provision shall survive termination for said purpose. Failure of Landlord to submit Operating Expense Statements to Tenant as called for herein within six (6) months after the end of any applicable lease year or one (1) year from the expiration of the Initial Term, or any renewal term, as the case may be, shall be deemed to be a waiver of Tenant’s requirement to pay sums as herein provided. In addition, Tenant shall not be responsible or liable for the payment of any amount which should have been included in an Operating Expense Statement as Additional Rent for a particular calendar year that was not so included. The term “lease year” as used throughout this Lease shall mean: (a) as to the period from January 1, 2009 through September 30, 2015, a calendar year, i.e. January 1 to December 31 of each calendar year; and (b) as to the period from October 1, 2015 through the balance of the Initial Term and through each of the renewal option terms, if exercised, a period from October 1 to September 30 of the following calendar year.

               F. Each Operating Expense Statement shall be conclusive and binding upon Tenant unless, within one hundred twenty (120) days after receipt of such Operating Expense Statement, Tenant shall notify Landlord that it disputes the correctness of the Operating Expense Statement, specifying the particular respects in which said Operating Expense Statement is claimed to be incorrect. Tenant, or an independent certified public accountant who is hired by Tenant on a non-contingency fee basis and who offers a full range of accounting services, shall have the right, during regular business hours, to review Landlord’s invoices relating to the disputed items of operating expenses for the immediately preceding lease year; or at Landlord’s sole discretion and in lieu of such review, Landlord will provide Tenant with an audited statement. Tenant shall (and shall cause its employees, agents and consultants to) keep the results of any such review or audited statement strictly confidential. If such review or audited statement shows that the estimated payments by Tenant on account of operating

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expenses exceeded the amounts to which Landlord is entitled hereunder for the immediately preceding lease year, Landlord shall credit or refund the amount of such excess as provided herein. In addition, if the Operating Expense Statement overstated the actual operating expenses by five percent (5%) or more, then Landlord shall pay to Tenant the reasonable and necessary fees and costs associated with such audit. If Tenant shall dispute an Operating Expense Statement, pending the determination of such dispute, Tenant shall pay the estimated payments claimed by Landlord to be due from Tenant on account of operating expenses in accordance with the applicable Operating Expense Statement, without prejudice to Tenant’s position. All costs and expenses of such review or audited statement shall be paid by Tenant except as otherwise specifically provided for in this Section 3.1 F. If Tenant does not notify Landlord in writing of any objection to any Operating Expense Statement within one hundred twenty (120) days after receipt thereof, then Tenant shall be deemed to have waived such objection.

          3.2 Anything in Section 3.1 to the contrary notwithstanding, Additional Rent shall not include: (i) depreciation on the Building or the parking facilities or equipment therein; (ii) salaries of employees and executives above the grade of building manager; (iii) real estate broker’s and/or leasing commissions to agents of Landlord or to other persons or brokers; (iv) amounts received by Landlord through proceeds of insurance to the extent the proceeds are compensation for expenses which were previously included in Additional Rent hereunder; (v) cost of repairs incurred by reason of fire or other casualty to the extent to which Landlord is compensated therefor through proceeds of insurance or would be compensated by any insurance required to be maintained by Landlord hereunder, or caused by the exercise of the right of eminent domain (except for the amount of deductibles); (vi) advertising and promotional expenditures; (vii) legal and auditing fees, other than legal and auditing fees reasonably incurred in connection with the maintenance and operation of the Building or in connection with the preparation of statements required pursuant to additional rent or lease escalation provisions or legal fees payable by Tenant after a default as expressly provided in this Lease; (viii) legal fees for the negotiation or enforcement of this Lease, or in connection with any debt or equity financing or sale of the Demised Premises; (ix) expenses resulting from any violations by the Landlord of the terms of this Lease; (x) costs of performing any clean-up relating to environmental conditions or affecting the Building or Demised Premises prior to the Commencement Date or as otherwise provided for herein; (xi) depreciation or amortization of any improvements or equipment; (xii) principal or interest payments on loans secured by mortgages on the Building or on the Demised Premises; (xiv) any costs for services rendered by any person or entity related to or affiliated with Landlord which is in excess of commercially reasonable rates for such services; (xiv) penalties, interest and bad debts; and (xv) any obligations under any mortgage, ground lease or other debt affecting the Demised Premises.

     4. Repairs and Maintenance Obligations of Tenant.

          4.1 The Tenant has had possession and control of the Demised Premises since the Commencement Date, has examined the Demised Premises and has entered into this Lease without any representation on the part of the Landlord as to the present or future condition thereof, except as may be expressly set forth herein, and has accepted the Demised Premises in “as is” condition.

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          4.2 The Tenant shall, at all times during the term of this Lease or any renewals thereof, at its sole expense, put and maintain in thorough repair and in good and safe condition, and shall make all necessary repairs, replacements, renewals, alterations, ordinary and extraordinary, structural (except as provided in Section 5.1 below) and non-structural, to the Demised Premises and to the equipment, appurtenances, pipes, plumbing systems, HVAC systems, electrical systems, generators, electrical substations, telecommunication systems, interior finishes, interior partitions, ceilings, window glass, fixtures, and all other appliances and appurtenances exclusively serving the Demised Premises, excluding only those repairs and replacements which are the responsibility of Landlord under Section 5.1 of this Lease. Tenant shall at Tenant’s option either contract for or establish an internal maintenance program to regularly inspect and maintain, in accordance with accepted practices in the industry, all building systems including, but not limited to, mechanical, electrical, elevators and loading dock equipment servicing the Premises at the sole cost and expense of the Tenant.

          4.3 All repairs and replacements shall be in quality and class at least equal to the original work. After an Event of Default (as hereinafter defined) with respect to making such repairs or replacements, the Landlord may, but shall not be required to, make such repairs and replacements for the Tenant’s account, and the expense thereof shall constitute and be collectible as Additional Rent, payable within thirty (30) days of written demand; provided that Landlord’s right hereunder shall only be exercised (a) upon a termination of the Term; or (b) if the condition threatens the health or safety of persons or significant damage to property; or (c) if the condition materially and adversely affects the appearance or function of the industrial park within which the Demised Premises are located in the reasonable judgment of the Landlord; or (d) if the conditions violate another provision of this Lease, such as, but not limited to, violations of law.

          4.4 The Tenant shall maintain all portions of the Demised Premises in a clean and orderly condition, free of dirt, rubbish, and unlawful obstructions.

          4.5 The Landlord shall not be required to furnish any services or facilities or to make any repair or alteration in or to the Demised Premises, except as hereinbefore or hereinafter set forth. The Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, maintenance, and management of the Demised Premises, subject to Landlord’s obligations to clean up or otherwise respond to any environmental conditions existing as of the Commencement Date or otherwise not the responsibility of Tenant under Article 28.

          4.6 In case any dispute shall arise at any time between the Landlord and the Tenant as to the standard of care and maintenance of the Demised Premises, such dispute shall be determined by arbitration before a licensed architect or real estate broker, mutually agreed upon by Landlord and Tenant; provided that if the requirement for making repairs or replacements is imposed by any governmental authority or the holder of any mortgage to which this Lease is subordinate, then such requirement for repairs or replacements shall be complied with by the Tenant, provided that Tenant shall also have the right to dispute or contest the validity, application, or reasonableness of any governmental requirement and the Landlord shall afford to the Tenant reasonable cooperation in this connection.

          4.7 As between Landlord and Tenant, Tenant shall be solely responsible to monitor security conditions affecting the use of Premises by Tenant, its employees, agents,

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contractors, subtenants and invitees and to provide all necessary security to secure persons or property against negligent or criminal acts and/or omissions of third parties, and Tenant shall indemnify, defend and hold the Landlord harmless from all claims concerning such matters. Nothing in this section is intended to nor shall it impose upon Tenant any obligation to any third party which is not imposed under applicable law without reference to this Lease and no third party shall be construed as a third party beneficiary of this provision of this Lease

          4.8 Anything in this Article 4 to the contrary notwithstanding, the foregoing provisions shall not apply to any environmental matters, which are specifically addressed in Article 28 below.

     5. Repairs and Maintenance Obligations of Landlord:

          5.1 Landlord shall make all repairs, replacements, alterations or renewals and perform all maintenance to the following areas or parts of the Demised Premises at Tenant’s expense, charged as Additional Rent under Section 3.1(c) of this Lease: (a) exterior walls, structural steel, foundations, roof, landscaped areas, parking and loading areas, sidewalks and curbs, and site drainage facilities, including, without limitation, snow and ice removal from parking, loading, and sidewalk areas, (b) the common driveway area shared with 600 Commerce Boulevard, Carlstadt, New Jersey (which is also owned by Landlord), and (c) the Private Communications Ductbank (described in Section 32.2 below). At Landlord’s option, routine maintenance to be paid by Tenant as Additional Rent may include, without limitation, all items noted in Schedule “D” annexed hereto and made a part hereof. The foregoing is not intended to eliminate or modify Tenant’s maintenance obligations as provided for under Section 4 of this Lease.

          5.2 Landlord shall not be in default under this Lease for any failure to make such repairs or to perform any maintenance unless Landlord shall fail to cure said default within thirty (30) days after notice of said default by Tenant, or in the case of a default not susceptible of a cure within thirty (30) days, if Landlord shall fail to commence a cure within thirty (30) days and diligently complete such cure within a reasonable time. Notwithstanding the foregoing, if Tenant’s personnel cannot reasonably perform their functions in the Demised Premises as a result of Landlord’s default which materially and adversely impairs the use of the Demised Premises (such being a “Shut-Down Condition”), Tenant may serve written notice upon the Landlord of such Shut-Down Condition. Landlord shall have one (1) business day to commence necessary repairs and to diligently prosecute such repairs to a conclusion. If Landlord defaults in its obligation, Tenant shall have the self-help rights afforded under Section 13.1. Further, in the event a Shut-Down Condition persists for more than thirty (30) days, Fixed Rent and Additional Rent shall abate until the Shut-Down Condition has been remedied so as to permit Tenant’s personnel to reasonably perform their functions in the Demised Premises.

          5.3 Tenant shall promptly report in writing to Landlord any defective condition known to Tenant which Landlord is required to repair.

     6. Utilities and Personal Property Taxes:

          6.1 Tenant shall pay for all water, gas, heat, light, power, sewer charges,

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telephone service, fire alarm monitoring and all other services and utilities supplied to the Demised Premises (including, without limitation, exterior lighting provided for the exclusive use of the Demised Premises), together with any taxes thereon.

          6.2 In the event the Demised Premises are connected to public utilities by means of lines passing through the Demised Premises and outside of the Building and electrical apparatus maintained by Tenant, it shall be the Landlord’s responsibility to maintain said lines as at the expense of Tenant, billed as Additional Rent under Section 3 of this Lease provided however that Landlord’s responsibility shall not extend further than to repair any breaks or obstructions in said lines with reasonable dispatch after being advised of same, and to refrain from any negligent or willful action to cause any such break or obstruction. Tenant’s repair responsibility in respect to any such lines shall be limited to their entry into the Building at the Demised Premises and above ground connections to Tenant’s fixtures and equipment. In no event shall Landlord be responsible for any interruption of service of any utility to the Demised Premises occurring by reason of any act or condition unless caused by the gross negligence or willful misconduct of Landlord. Notwithstanding the foregoing, if Tenant’s personnel cannot reasonably perform their functions in the Demised Premises as a result of a Shut-Down Condition, Tenant may serve written notice upon the Landlord of such Shut-Down Condition. Landlord shall have one (1) business day to commence necessary repairs and to diligently prosecute such repairs to a conclusion. If Landlord defaults in its obligation, Tenant shall have the self-help rights afforded under Section 13.1. Further, in the event a Shut-Down Condition persists for more than thirty (30) days, Fixed Rent and Additional Rent shall abate until the Shut-Down Condition has been remedied so as to permit Tenant’s personnel to reasonably perform their functions in the Demised Premises; subject to the express condition precedent that, and for the period during which, the Landlord is entitled to recover all such Fixed Rent and Additional Rent under the terms of the policies for business interruption insurance for loss of rents obtained pursuant to Section 11.3.

          6.3 Tenant shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the term hereof upon all Tenant’s leasehold improvements, equipment, furniture, fixtures, and any other personal property belonging to Tenant and located on the Demised Premises. In the event any or all of the Tenant’s leasehold improvements, equipment, furniture, fixtures and other personal property shall be assessed and taxed with the real property, Tenant shall pay to Landlord such taxes applicable to Tenant’s property within thirty (30) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant’s property.

          6.4 Notwithstanding the foregoing in this Article 6, Tenant shall have the right to utilize services of an alternative utility service provider (“ASP”) (including a provider of telecommunication services) rather than the primary utility providers servicing the Building as of the date of Tenant’s execution of this Lease. Tenant acknowledges and agrees that all utility services desired by Tenant pursuant to this paragraph shall be ordered and utilized at the sole expense of Tenant. Tenant agrees that to the extent service by ASP is interrupted, curtailed, or discontinued for whatever reason, Landlord shall have no obligation or liability with respect thereto.

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     7. Glass, Damage by Tenant:

          7.1 In case of the destruction of or any damage to the glass in the Demised Premises, or the destruction of or damage of any kind whatsoever to the Demised Premises, the Tenant shall repair the said damage or replace or restore any destroyed parts of the Demised Premises, as speedily as possible, at the Tenant’s own cost and expense. Notwithstanding the foregoing, if any such damage is covered by insurance maintained under Sections 11.3 and 11.4 below, then Landlord hereby agrees to file and pursue in good faith a claim with the insurance company with respect to such damage and reimburse Tenant with respect to the proceeds arising from such claim. The provisions of this Section 7.1 shall be subject to the waiver of subrogation provision in Section 11.9 below.

     8. Use of Premises:

          8.1 The Demised Premises shall be used and occupied only for all uses in connection with Tenant’s disaster recovery operation and related business, including disaster recovery services, data storage, continuity services, employee educational programs, general office purposes, conference rooms, employee training facilities, computer facilities, remote computer testing facilities, employee kitchens and other legally permitted uses consistent with the characteristics of similar first-class facilities (the “Permitted Use”), and may not be used for any other business or enterprise or in any manner other than as authorized by this Article 8 without Landlord’s prior written consent. Landlord’s consent to any other lawful use which complies with the provisions of this Article 8 of this Lease shall not be unreasonably withheld or delayed or conditioned; provided, however, that Tenant’s sole remedy with respect to any assertion that Landlord’s failure to timely consent to a change of use was unreasonable shall be to seek equitable relief (including, without limitation, specific performance and/or injunctive relief), and Tenant shall have no damage claim against Landlord as a result of Landlord’s actions in refusing to consent on a timely basis thereto (except as provided in Section 51.1 below).

          8.2 Tenant shall not use, or suffer or permit the use of the Demised Premises or any part thereof: (A) which would violate any certificate of occupancy for the Demised Premises, or any of the covenants, agreements, terms, provisions and conditions of this Lease, or for any unlawful purposes or in any unlawful manner.

          8.3 If any governmental license or permit, including, without limitation, a certificate of occupancy shall be required for the proper and lawful conduct of Tenant’s business or other activity carried on in the Demised Premises, Tenant, at Tenant’s expense, shall duly procure and thereafter maintain such license. Tenant shall provide a copy thereof to Landlord. Tenant, at Tenant’s expense, shall, at all times, comply with the terms and conditions of each such license or permit.

          8.4 Tenant shall not do, nor permit to be done, anything outside of the Permitted Use which will cause a cancellation or non-renewal of any insurance policy covering said Demised Premises, or otherwise render the Demised Premises uninsurable.

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          8.5 Tenant shall not: (A) use or allow the Demised Premises to be used for any unlawful purpose, and (B) cause, maintain or permit any nuisance in, on or about the Demised Premises.

          8.6 Tenant shall not commit or allow to be committed any waste in or upon the Demised Premises.

          8.7 Tenant shall: (a) not use the Demised Premises or permit anything to be done in or about the Demised Premises, which will materially conflict with any applicable law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated; and (b) at its sole cost and expense, promptly comply in all material respects with all applicable laws, statutes, ordinances and regulations now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Demised Premises. The final, unappealable judgment of any court of competent jurisdiction that Tenant has (or has not) violated any law, statute, ordinance or regulation, or amendment thereto, or judicial decision, shall be conclusive of that fact as between the Landlord and Tenant.

          8.8 Tenant’s North American Industry Classification System Number is 541519 [Computer Related Services]. The Tenant shall not use or permit the Demised Premises to be used as an Industrial Establishment as defined as of the date of this Lease by the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., without Landlord’s prior written consent. No bio-hazardous items shall be stored, used, generated or disposed of at the Demised Premises other than in compliance with applicable laws.

     9. Alterations and Improvements:

          9.1 Landlord understands that Tenant has made and may in the future make substantial improvements to the interior of the Demised Premises including, but not limited to, the installation of the mezzanine, partitions, dropped ceilings, conduit, raised flooring, electrical systems, fire sprinkler systems, heating, ventilating and air-conditioning systems, and other improvements necessary or desirable to prepare the Demised Premises for Tenant’s occupancy thereof (the “Tenant Improvements”).

          9.2 Tenant may not make structural alterations, additions or improvements to the Demised Premises (“Structural Alterations”) without the consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord will review and consent or object in writing to Tenant’s submission of Tenant’s plans for structural alterations within ten (10) days of receipt thereof. Landlord’s failure to respond within ten (10) days shall operate as a refusal of consent. Landlord’s consent shall not be required for nonstructural alterations, additions or improvements to the Demised Premises (“Nonstructural Alterations”). Tenant’s Structural Alterations and Nonstructural Alterations are sometimes hereinafter referred to as “Alterations”. In the event Landlord does not consent to the Tenant’s plans for Structural Alterations, Landlord shall specifically inform Tenant of the reason for denial of such consent. Any work undertaken by Tenant shall be performed in compliance with all applicable codes and standards including, but not limited to, the New Jersey Uniform Construction Code.

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          9.3 Tenant, at Tenant’s sole cost and expense, shall prepare all necessary plans and specifications for the design and construction of all Tenant Improvements (the “Tenant Plans”). The Tenant Plans shall be subject to review and approval by Landlord, which approval Landlord shall not unreasonably delay or withhold or condition, and which shall be deemed approved if Landlord has not responded to Tenant within ten (10) days after submission thereof by Tenant to Landlord. Any material changes by Tenant to the Tenant Plans, once approved by Landlord, shall likewise be subject to review and approval by Landlord, which approval Landlord shall not unreasonably delay or withhold or condition, and which shall be deemed approved if Landlord has not responded to Tenant within ten (10) days after submission thereof by Tenant to Landlord. Tenant shall cause the construction and installation of the Tenant Improvements to be in compliance with the approved Tenant Plans.

          9.4 In addition to the other provisions set forth in this Section 9, Landlord and Tenant agree that: (i) each shall require all contractors retained by it to indemnify and hold harmless Landlord and Tenant to the maximum extent permitted by law, to comply with all safety rules and regulations including, but not limited to OSHA regulations, and take all safety measures reasonably required to protect Landlord and Tenant and their respective agents, contractors and employees from injury or damage caused by or resulting from the performance of the construction activities at the Demised Premises; (ii) all construction contracts in connection with construction activities at the Demised Premises shall contain provisions that obligate the contractors to: (a) carry public liability and property damage insurance with a combined single limit of not less than $5,000,000.00; and (b) carry workmen’s compensation insurance in compliance with New Jersey law.

          9.5 The review and approval by Landlord of the plans and specifications for the Tenant Improvements is solely for the benefit of Landlord, and, in reviewing and approving the same, Landlord assumes no liability for the design of the Tenant Improvements or the adequacy thereof, nor shall such review or approval by Landlord release Tenant from any obligation or liability in respect thereof.

          9.6 Upon Tenant’s request, from time to time, Landlord shall promptly submit to Tenant the current copies of any and all plans, specifications and/or working drawings relative to the Demised Premises which have not been previously submitted to Tenant pursuant to other provisions of this Lease. Upon Landlord’s request, from time to time, Tenant shall promptly submit to Landlord then current copies of any and all plans, specifications and/or working drawings relative to the Tenant Improvements which have not been previously submitted to Landlord pursuant to other provisions of this Lease. Landlord will not impose any fee for review or approval of the plans for the Tenant Improvements. Landlord will not impose any fees for construction, supervision, or plan review unless Landlord is acting as the general contractor.

          9.7 Neither party shall, at any time prior to or during the Term, directly or indirectly employ or permit the employment of, any contractor, mechanic or laborer in the Demised Premises if such employment would interfere or cause any conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Demised Premises. In the event of such interference or conflict, each party, upon demand of the other, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Demised Premises immediately.

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          9.8 Tenant shall, in connection with the construction and installation of Tenant Improvements, comply with all applicable laws, ordinances, rules and regulations and shall, with Landlord’s assistance as may be required, obtain all permits and approvals required or necessary thereunder in order for Tenant to perform the Tenant Improvements.

          9.9 If, because of any acts or omission of Tenant or anyone claiming through or under Tenant, any mechanic’s or materialmen’s notice of intention or mechanic’s or materialmen’s or other construction lien or order for the payment of money shall be filed against the Demised Premises, or against Landlord (whether or not such lien or order is valid or enforceable as such), Tenant shall, at Tenant’s own cost and expense, cause the same to be canceled and discharged of record or bonded off within forty-five (45) days after the date of filing thereof, and shall also indemnify and save harmless Landlord from and against any and all costs, expenses, claims, losses or damages, including reasonable counsel fees, resulting therefrom or by reason thereof. If, because of any acts or omission of Landlord or anyone claiming through or under Landlord, any mechanic’s or materialmen’s notice of intention or mechanic’s or materialmen’s or other construction lien or order for the payment of money shall be filed against the Demised Premises, or against Tenant (whether or not such lien or order is valid or enforceable as such), Landlord shall, at Landlord’s own cost and expense, cause the same to be canceled and discharged of record or bonded off within forty-five (45) days after the date of filing thereof, and shall also indemnify and save harmless Tenant from and against any and all costs, expenses, claims, losses or damages, including reasonable counsel fees, resulting therefrom or by reason thereof.

     10. Laws and Ordinances:

          10.1 The Tenant shall promptly execute and materially comply with the statutes, ordinances, rules, orders, regulations and requirements of the Federal, State and Municipal governments and of any and all their departments and bureaus applicable to the Demised Premises for the correction, prevention and abatement of nuisances, violations or other grievances in, upon or connected with said Demised Premises during said term, arising from, incident to, or connected with the use and occupation of the Demised Premises by the Tenant. The Tenant shall also promptly materially comply with and execute all rules, orders and regulations of the Board of Fire Underwriters for the prevention of fires, at its own cost and expense, arising from, incident to or connected with the use and occupation of said premises by the Tenant.

     11. Insurance:

          11.1 During Tenant’s construction of any Tenant Improvements (the “Construction Phase”), Tenant shall maintain builder’s risk insurance for the full replacement cost of the Tenant Improvements at Tenant’s sole cost and expense in addition to the insurance coverages under Section 9.4 and 11.2 of this Lease.

          11.2 At all times from and after the Commencement Date, and during the full term, the Tenant shall maintain, at its sole cost and expense, general public liability insurance against claims for personal injury, death or property damage, under a policy of commercial

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general public liability insurance, with such limits as may reasonably be requested by the Landlord from time to time, but not less than Five Million Dollars ($5,000,000.00) Combined Single Limit (“CSL”) in respect of bodily injury and property damage. A combination of General Liability Coverage and Umbrella Liability Coverage is acceptable to comply with this limit.

          11.3 At all times during the full Lease Term, Landlord, at the expense of Tenant to be charged and paid as Additional Rent pursuant to Section 3 of this Lease, shall obtain and maintain for the benefit of Landlord and Tenant, property insurance, business interruption insurance for loss of rents, and flood insurance in an amount equal to the full replacement value of the Building, including the replacement value of the Tenant Improvements, and not less than the requirements of any mortgagee holding a mortgage on the Premises, provided that the same are commercially reasonable. Landlord shall use commercially reasonable efforts to obtain said coverages at commercially reasonable rates, in which case Tenant shall pay one hundred percent (100%) of the cost of the insurance covering the Tenant Improvements, payable in advance at the commencement of the insurance policy year. Allocation of the cost for Tenant Improvements shall be based upon their replacement value as shall be accurately and reasonably stated by Tenant. Landlord, its Mortgagee and Tenant shall be named as insureds thereunder, as their respective interests may appear, and the Landlord and its mortgagee shall be named loss payee, as their respective interests may appear. Tenant may elect to carry for the benefit of Landlord, its Mortgagee and Tenant any of the insurance coverages described in this paragraph applicable to the Demised Premises, or to the Tenant’s rental, or to fixtures, furnishings, equipment, improvements and other property owned by the Tenant and located at or in or affixed to Demised Premises at its own cost and expense. Tenant shall provide Landlord with at least thirty (30) days’ advanced written notice of its request to carry its own insurance to afford time for Landlord to cancel duplicative coverages so as to assure no lapse or gaps in such coverages. The Landlord and its mortgagee shall be named loss payee under any such policy, as their respective interests may appear, and all coverages shall comply with the requirements of Landlord’s mortgagee.

          11.4 The Landlord shall carry general public liability insurance, in addition to Tenant’s general public liability insurance requirement as outlined in Article 11.2, naming Landlord as the insured and Tenant as additional insured. Tenant shall pay its proportionate share of the cost of said insurance, in advance, at the commencement of the insurance policy year. If Tenant finds that the deductibles under such policies are not at commercially reasonable levels, Tenant may notify the Landlord, and if the parties are unable to agree on a reasonable deductible, then subject to requirements of Landlord’s Mortgagee, the issue will be resolved by arbitration before a qualified insurance professional mutually selected by the parties.

          11.5 All insurance required to be maintained by the Tenant shall be effected by valid and enforceable policies issued by insurers with a Bests Rating of A-/IX or better, which are authorized to do business in New Jersey. The Tenant may carry the insurance referred to in this Lease under any blanket policy of insurance or policies issued by its present or future insurance carriers. If the Tenant elects to provide insurance as herein set forth under any blanket policy or blanket coverage, the Landlord will be provided with evidence of such insurance in the form of a certificate of insurance or any other evidence of insurability from any insurance carrier and said certificate or certificates will provide that the Landlord will receive thirty (30) days

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notice prior to cancellation in the coverage. If the Tenant elects to provide insurance as herein set forth under one or more individual policies of insurance, then either certificates of insurance or duplicate originals of such policies will be delivered to Landlord and same will provide that the Landlord will receive thirty (30) days’ notice prior to cancellation in coverage. Proof of insurance coverage and payment for same (including the Certificates or duplicate original policies) shall be delivered to Landlord at the Commencement Date and as to renewal policies shall be delivered to Landlord not less than fifteen (15) days prior to the effective date of the renewal coverage. All such policies shall be primary shall be primary notwithstanding that coverage may also exist under a policy held by Landlord.

               All insurance required to be maintained by the Landlord shall be effected by valid and enforceable policies issued by insurers with a Bests Rating of A-/IX or better, which are authorized to do business in New Jersey. The Landlord may carry the insurance referred to in this Lease under any blanket policy of insurance or policies issued by its present or future insurance carriers. If the Landlord elects to provide insurance as herein set forth under any blanket policy or blanket coverage, the Tenant will be provided with evidence of such insurance in the form of a certificate of insurance or any other evidence of insurability from any insurance carrier and said certificate or certificates will provide that the Tenant will receive thirty (30) days notice prior to cancellation in the coverage. All such policies shall be primary and non-contributing with any other insurance carried by Tenant.

          11.6 All policies of insurance required to be maintained hereunder (whether by Landlord or Tenant) shall name the Tenant and the Landlord and its mortgagee as the insured as their respective interests may appear. All such policies shall contain an agreement by the insurers that such policies shall not be canceled without at least thirty (30) days prior written notice to the Landlord.

          11.7 Upon the default of the Tenant in effecting any such insurance, or procuring or delivering the policies therefor as directed by the Landlord, or in paying the premiums therefor and any and all charges incidental thereto when the same become payable, or in procuring and delivering to the Landlord renewals of expired policies at least fifteen (15) days before such expiration, the Landlord may, upon not less than ten (10) days prior written notice to Tenant, procure any such insurance or insurances and/or pay the premiums and other charges incidental thereto, and any and all amounts so paid by the Landlord, together with interest thereon from the date of such payment at lesser of twelve percent (12%) per annum or the highest rate permitted by law, shall be Additional Rent hereunder and, at the Landlord’s option, may be added to the rent then due or thereafter to become due and the Landlord shall have the rights and remedies, including summary proceedings, with respect to the same as with respect to rent.

          11.8 In the event Tenant’s use and occupancy of the Demised Premises causes any additional charge or increase in the insurance premiums on the Land or Building, in excess of those rates which would normally be imposed for insuring a non-combustible building of similar construction, Tenant shall, from time to time, immediately upon receipt of notice from Landlord, do whatever is reasonably deemed necessary, and follow whatever reasonable recommendations may be made by the Landlord, in order that such excess charge or increase in insurance premiums may be removed, or the lowered rate obtained; or, in the event conditions

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are such that nothing can be done in Tenant’s discretion by way of improvements or otherwise to remove such increased insurance premiums, or if the expense involved is excessive, then Tenant shall pay the full amount of such additional charges or increases in premium on demand as Additional Rent.

          11.9 Anything in this Article 11 or in this Lease to the contrary notwithstanding, each of Landlord and Tenant hereby waives any and all rights of recovery against the other, and against the officers, employees, agents, representatives, customers and business visitors of such other party, for loss of or damage to such waiving party or its property or the property of others under its control, arising from any cause insured against under any policy of insurance required to be carried by such waiving party pursuant to the provisions of this Lease (or any other policy of insurance carried by such waiving party in lieu thereof) at the time of such loss or damage. The foregoing waiver shall be effective whether or not the waiving party actually obtains and maintains the insurance which such waiving party is required to obtain and maintain pursuant to this Lease (or any substitute therefor). Landlord and Tenant shall, upon obtaining the policies of insurance which they are required to maintain hereunder, give notice to their respective insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease. In addition, Tenant and Landlord shall obtain waivers of subrogation for the benefit of one another, from any company issuing any policy of insurance obtained by either of them pursuant to the terms of this Lease. Landlord shall not be liable for injury, loss, expense, claim or damage to the person, property, or interests of Tenant covered by insurance, irrespective of whether any such damage is occasioned by the negligence or willful misconduct of Landlord, its servants, agents or employees. Similarly, Tenant shall not be liable for injury, loss, expense, claim or damage to the person, property, or interests of Landlord covered by insurance, irrespective of whether any such damage is occasioned by the negligence or willful misconduct of Tenant, its servants, agents or employees.

     12. Landlord’s Liability:

          12.1 Except as otherwise provided in this Lease, Landlord shall not be liable for any personal injury to any person, including the Tenant or to its officers, agents, employees, contractors or invitees or for any damage to any property of any person, including the Tenant, whether from action of the elements, or acts of negligence of or occupants of adjacent properties, except if caused by or resulting from the Landlord’s willful malfeasance or negligent acts.

          12.2 The term “Landlord” as used in this Lease shall be limited to mean and include only the owner or owners at the time in question of the Demised Premises and in the event of any transfer or transfers of the title to the Demised Premises, the then grantor shall be automatically freed and relieved from and after the date of such conveyance or transfer of all liability for the performance of any covenants or obligations on the part of Landlord contained in this Lease to be performed, provided that any funds then in the hands of such grantor, in which Tenant has an interest, shall be delivered to the grantee and that such grantee assumes all obligations of grantor as the “Landlord” hereunder, including, without limitation, any liability for the performance of any covenants or obligations on the part of Landlord contained in this Lease for the period prior to any such transfer of title.

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          12.3 Tenant agrees that it shall look solely to Landlord’s interest in the Demised Premises (including all of Landlord’s rights to insurance and condemnation proceeds and all Rent and income from Demised Premises) and not to Landlord for the collection of any judgment (or other judicial process) against the Landlord or any predecessor Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed and/or performed by Landlord, and no other assets of Landlord or any predecessor Landlord shall be subject to levy, execution or other procedures for the satisfaction of Tenant’s remedies. Tenant irrevocably waives and releases Landlord from any claims in excess of such interest in the Demised Premises.

     13. Default of Landlord:

          13.1 Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such 30-day period and thereafter diligently prosecutes the same to completion. Except as otherwise specifically provided for herein, in no event shall Tenant have the right to terminate this Lease as a result of Landlord’s default, and Tenant’s remedies shall be limited to damages and/or an injunction. Notwithstanding the foregoing, in emergency circumstances where the failure to repair or replace would result in a Shut-Down Condition (defined at Section 5.2) and it is impracticable to give Notice to the Landlord and permit Landlord to carry out the repair pursuant to Section 5.2, then Tenant shall have the right to perform Landlord’s obligations and be reimbursed for the reasonable cost thereof, if applicable, as a common expense or, otherwise at Landlord’s sole expense, so long as Tenant provides Landlord with notice thereof promptly after performing such obligations.

     14. Event of Default by Tenant:

          14.1 The following shall constitute an “Event of Default” by the Tenant hereunder:

               (a) If Tenant shall be late in the payment of any installment of Fixed Rent and if such breach shall continue for ten (10) days; provided that once in each twelve (12) month period Landlord shall provide a written notice of late payment to Tenant and a ten (10) day period to cure the nonpayment before declaring an Event of Default or assessing a late charge under Section 2.4.

               (b) If Tenant shall be late in the payment of any Supplemental or Additional Rent, and if such breach shall continue for thirty (30) days after Landlord shall have sent Tenant a written invoice for the amount due.

               (c) If, during the term of this Lease: (i) Tenant shall make an assignment for the benefit of creditors, or (ii) a voluntary petition be filed by Tenant under any law having for its purpose the adjudication of Tenant a bankrupt, or the extension of time for payment, composition, adjustment, modification, settlement or satisfaction of the liabilities of

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Tenant or the reorganization or liquidation of Tenant, or (iii) a receiver be appointed for the property of Tenant by reason of the insolvency or alleged insolvency of Tenant, or if (iv) any department of the state or federal government or any officer thereof or duly authorized Trustee or Receiver shall take possession of the business or property of the Tenant, or if (v) an involuntary petition be filed against Tenant under any law having for its purpose the adjudication of Tenant as a bankrupt, or for the liquidation of Tenant; and (except with respect to items (a) and (b), supra, which shall be noncurable events of default) if same have not been removed, cured or discharged within ninety (90) days, or if (vi) any Receiver or Trustee pursuant to any bankruptcy or insolvency law, whether Federal or State, shall attempt to thereafter assign this Lease to any part or attempt to sublet all or any part of the Demised Premises.

               (d) If Tenant shall default in the performance or observation of any other agreement or condition (other than payment of rent or Additional Rent) on its part to be performed or observed, and if Tenant shall fail to cure said default within thirty (30) days after notice of said default by Landlord (or, in the case of a default not susceptible of a cure within thirty (30) days, if Tenant shall fail to commence a cure within thirty (30) days and diligently complete such cure within a reasonable time under the circumstances.

          14.2 During the period of an uncured Event of Default:

               (a) Landlord may (i) permit Tenant to remain in possession and sue for all rents, damages, attorneys’ fees and collection costs as due; or (ii) terminate this Lease by written declaration, but allow Tenant to remain in possession as Tenant at will and sue Tenant for all rents, damages, attorneys’ fees and collection costs; or (iii) immediately, or at any time thereafter, through legal process, re-enter and resume possession of the Demised Premises and remove all persons and property therefrom either by summary dispossess proceedings or by a suitable action or proceeding at law or in equity (or in the case of a permanent abandonment of the Demised Premises by Tenant by peaceful self-help), without being liable for any damages therefor (no re-entry by the Landlord shall be deemed an acceptance of a surrender of this Lease unless accompanied by a written declaration signed by Landlord to that effect); or (iv) upon re-taking possession, keep the premises vacant (subject to reasonable efforts at mitigation of Landlord’s damages) and recover from Tenant all rents, damages, reasonable attorneys fees and collection costs as hereinafter provided; (v) without liability to Tenant or any other party and without constituting a constructive or actual eviction, Landlord may suspend or discontinue furnishing or rendering to Tenant any property, material, labor, or other service (other than utilities), wherever Landlord is obligated to furnish or render the same, so long as an Event of Default has occurred and is continuing under this Lease; or (vi) upon re-taking possession Landlord may, as Tenant’s agent and without effecting Tenant’s liability hereunder, relet the whole or any part of the Demised Premises for a period equal to, or greater, or less than the remainder of the then term of this Lease, at such rental and upon such terms and concessions as Landlord shall deem reasonable, to any lessee or lessees which it may deem suitable and satisfactory for any use and purpose which it may deem appropriate. In no event shall the Landlord be liable in any respect for failure to relet the Demised Premises or in the event of such reletting, for failure to collect the rent thereunder provided that Landlord has complied with its mitigation obligations as aforesaid. Any sums received by the Landlord on a reletting for any monthly installment of rent in excess of the rent reserved in this Lease shall belong to Landlord;

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               (b) Delinquent Fixed Rent and Additional Rent shall bear interest at the lower rate of either twelve percent (12%) per annum or the maximum rate permitted by law, from the date on which it is due until the date on which it is paid. This provision shall not relieve Tenant from any payment of Fixed Rent, late charges or Additional Rent at the time due and in the manner specified herein.

               (c) Tenant hereby expressly waives the service of notice of intention to re-enter as provided for in any statute and also waives any and all rights or equity of redemption in case the Tenant shall be dispossessed by a Court. The terms “enter,” and “re-enter,” “entry,” or “re-entry,” as used in this Lease, are not restricted to their technical legal meaning.

               (d) the termination of this Lease shall not in any circumstance operate to relieve the Tenant from liability for performance of all of its obligations hereunder. Upon any such termination of this Lease, Tenant covenants that it will quit and surrender the premises and deliver possession thereof to Landlord.

          14.3 No waiver by the Landlord of any Event of Default by Tenant shall constitute or be construed as a waiver of any other or future Event of Default. No waiver by the Tenant of any default or breach by the Landlord shall constitute or be construed as a waiver of any other or future default or breach. No waiver by either party shall be effective unless in writing.

          14.4 The acceptance by Landlord of rent or other charges from Tenant (in whole or in part) after any Event of Default, even though known to Landlord, shall not constitute a waiver of the default/breach, unless the Event of Default is cured in full. The acceptance by Landlord of rent or other charges from Tenant (in whole or in part) shall not be deemed an accord and satisfaction in respect of any claims of Landlord against Tenant, notwithstanding the payment check or accompanying letter may bear a legend or endorsement to the contrary. The acceptance of payment as above shall not affect any notice of default or any action or proceedings or judgment or order taken in consequence of the default.

          14.5 In the event of (a) the termination of this Lease under the provisions of Article 14 hereof, (b) the re-entry into the Demised Premises by Landlord under the provisions of this Article 14, or (c) the termination of this Lease (or re-entry) by or under any summary dispossess or other proceeding or action or any provision of law by reason of default hereunder on the part of Tenant, Landlord shall be entitled to retain all moneys, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such moneys shall be credited by Landlord against any rent due from Tenant at the time of such termination or re-reentry, or at Landlord’s option, against any damages payable by Tenant under this Lease or pursuant to law.

          14.6 In the event of any termination of this Lease under the provisions of Article 14 or in the event that Landlord shall re-enter the premises lawfully or in the event of the termination of this Lease (or of re-entry) by or under any summary dispossess or other proceeding or action or any provision of law, Tenant will pay to Landlord as damages, at the sole election of Landlord, either:

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               (a) a sum which at the time of such termination of this Lease or at the time of any such re-entry by Landlord, as the case may be, is equal to the excess, if any, between: (i) the aggregate of all Rent which would have been payable hereunder by Tenant had this Lease not so terminated for the period commencing with such earlier termination of this Lease or the date of any such re-entry, as the case may be, and ending with the date set for the expiration of the full term hereby granted, over (ii) the aggregate of all rent of the Demised Premises for the same period based upon the then local market rental value of the Demised Premises as determined by taking into account any market concessions such as tenant improvements, free rent, construction allowances, rent abatement, moving allowances and other rental concessions, financial strength of the tenant, location in the building, and comparable renewal leases (on the bases of factors such as, but not limited to, size and location of space and the term of the lease), if any, recently executed for space in other buildings in the Bergen County, New Jersey, which are comparable to the Building in reputation, quality, age, size, location and quality of services provided (the foregoing factors not being exclusive in identifying comparable buildings). Landlord shall also be entitled to recover the reasonable value of restoring the Demised Premises and reletting same (including brokers commissions) as an element of damage, discounted to present value at the prime rate of interest announced as of the Event of Default in The Wall Street Journal; or

               (b) sums equal to the aggregate of all Rent which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Demised Premises, payable on a monthly basis on the due dates specified for payment of Fixed Rent under this Lease following such termination of such re-entry and until the date hereinbefore set for the expiration of the full Term hereby granted; provided, however, that if Landlord shall re-let all or part of the Demised Premises for all or any part of said period, Landlord shall credit Tenant with the net rents received by Landlord from such re-letting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord all reasonable attorneys’ fees and costs incurred in terminating this Lease and re-entering the Demised Premises and of securing possession thereof, as well as the reasonable expenses of re-letting, including altering and preparing the Demised Premises for new tenants, brokers’ commissions and all other similar or dissimilar expenses properly chargeable against the Demised Premises and the rental therefrom in connection with such re-letting, it being understood that any such re-letting may be for a period equal to or shorter or longer than the remaining Term of this Lease; provided, further, that (i) in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, (ii) in no event shall Tenant be entitled in any suit for the collection of damages pursuant to this subsection (b) to a credit in respect of any net rents from a re-letting except to the extent that such net rents are actually received by Landlord prior to the commencement of such suit, and (iii) if the Demised Premises or any part thereof should be re-let in combination with other space, then proper apportionment on a square foot area basis shall be made of the rent received from such re-letting and of the expenses of re-letting. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it had not been terminated under the provisions of Article 14, or under any provision of law, or had Landlord not re-entered the Demised Premises.

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

          14.7 Anything herein to the contrary notwithstanding, upon an Event of Default hereunder, or in the event of a breach or threatened breach on the part of Tenant or Landlord with respect to any of the covenants, agreements, terms, provisions or conditions on the part of or on behalf of such party to be kept, observed or performed, both parties shall also have the right of specific performance and/or injunction. The specified remedies to which either party may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to which either may lawfully be entitled at any time, and either party may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for, so long as such remedies have not been waived by the terms of this Lease.

     15. Access to Premises:

          15.1 Landlord and its representatives may enter the Demised Premises during normal business hours upon not less than forty-eight (48) hours prior notice (except in case of emergency, when no prior notice shall be required) for the purpose of inspecting the same and, if Landlord so elects, but without any obligation so to do, for the purpose of making any necessary repairs to the Demised Premises and performing any work therein. Landlord will exercise its rights hereunder in a commercially reasonable manner so as to minimize interference with Tenant’s business operations, but nothing herein shall require the Landlord to schedule all work during non-business hours and to thereby incur overtime or similar extra charges. Landlord shall be prohibited from entering any secured or protected areas within the Demised Premises without the prior written consent of Tenant.

          15.2 Landlord may enter and exhibit the Demised Premises during usual business hours upon not less than forty-eight (48) hours prior notice for Landlord’s purposes, including but not limited to, inspecting the Demised Premises or showing the Demised Premises to prospective mortgagees, purchasers, lessees or brokers. During the final twelve (12) months of the term, Landlord may also display the usual “To Let” or similar signs on the portions of the Land (but excluding the Demised Premises).

          15.3 Notwithstanding the foregoing in this Article 15, Tenant may designate certain portions of the Demised Premises, including but not limited Tenant’s computer and data rooms, as “Protected Areas.” Landlord recognizes that the Protected Areas are to be secured areas and Landlord shall have no access thereto without being accompanied by a designated representative of Tenant.

          15.4 Tenant shall have access to the Demised Premises 24 hours a day, 7 days a week, 365/366 days a year.

     16. Hold Harmless:

          16.1 Subject to the provisions of Section 11.9 above, Tenant shall keep, save

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and hold Landlord harmless and free from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments to third parties arising by reason of any injury or damage to any person or persons, or property, of any kind whatsoever, and to whomsoever belonging, from any cause or causes whatsoever and whether arising from or by reason of any existing or future condition, default, matter, or thing in or about the Demised Premises, from and after the Commencement Date, including, without limitation, damage from water and/or steam seepage or leakage in or into the Demised Premises, except if caused by Landlord’s negligent or intentional acts or omissions.

          16.2 Tenant hereby waives all claims against Landlord for damages to goods, equipment, improvements, wares, and merchandise in, upon or about the Demised Premises, the Building, the Land and any common areas and for injuries to Tenant, its agents or third persons in or about the Demised Premises, the Building, the Land and any common area from any cause arising at any time, except if caused by Landlord’s negligent or intentional acts or omissions.

          16.3 Subject to the provisions of Section 11.9 above, Tenant agrees that if Landlord is involuntarily made a party defendant to any litigation concerning this Lease or the Demised Premises relating to any alleged act or omission of Tenant, then Tenant shall indemnify, hold harmless and defend Landlord from all liability, and reasonable costs and expenses by reason thereof. Similarly, Landlord agrees that if Tenant is involuntarily made a party defendant to any litigation concerning this Lease or the Demised Premises relating to any alleged act or omission of Landlord, then Landlord shall indemnify, hold harmless and defend Tenant from all liability, and reasonable costs and expenses by reason thereof.

          16.4 Anything in this Article 16 to the contrary notwithstanding, the foregoing indemnifications in this Article 16 shall in NO EVENT apply to any environmental matters. Any Tenant indemnification with respect to environmental matters is set forth in Section 28.4, and any Landlord indemnification with respect to environmental matters is set forth in Section 28.11.

     17. Assignment or Sublease:

          17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific

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performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

          17.2 Notwithstanding the foregoing in Section 17.1, no Landlord consent shall be required: (a) for subleases or assignments to affiliates or subsidiaries of the Tenant or becomes a publicly traded entity on a United States stock exchange, provided that Tenant shall provide Landlord with thirty (30) days advanced notice with sufficient information to confirm that: (i) there shall be no change in the permitted use of the Demised Premises, (ii) Tenant shall remain liable jointly and severally with the assignee/subleasee for payment and performance of all Tenant obligations under this Lease, (iii) the proposed assignment/sublease shall not impair Landlord’s security, and (iv) the proposed assignee or subtenant shall not introduce any new Hazardous Substances onto Demised Premises in violation of applicable laws which is inconsistent with the existing operations of Tenant at the Demised Premises; (b) for any transfer or assignment to any successor to Tenant by purchase, merger, consolidation or reorganization; and (c) if Tenant becomes a publicly traded entity on a United States stock exchange.

     18. Condemnation:

          18.1 This Lease and the term hereof shall terminate: (a) if the entire Demised Premises shall be taken by condemnation, or (b) at the option of Tenant (exercisable by notice given to Landlord within thirty (30) days after the date of any such taking), if a material part of the Demised Premises shall be taken in any condemnation proceeding(s); or (c) at the option of Landlord (exercisable by notice given to the Tenant within thirty (30) days after the date of taking) if more than fifteen percent (15%) of the Demised Premises or the Building or the Land shall be taken by condemnation. A taking of a “material part” of the Demised Premises shall mean the condemnation of so much of the Demised Premises (including any exclusive parking) as shall materially and adversely interfere with Tenant’s operations in the Demised Premises; provided, however, that in the event of any taking of any exclusive parking, the Landlord shall use its best efforts to provide alternative parking of an equal or greater size within the “Industrial Park” in which the Building and the building at 760 Washington Avenue, Carlstadt, New Jersey currently occupied by Tenant, are located in which case this Lease shall remain in full force and effect as to such remaining portion to the extent that such alternative parking is provided.

          18.2 Upon the termination of this Lease in accordance with this Article, rents shall be adjusted as of such termination. The entire condemnation award shall be the sole and

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exclusive property of Landlord and shall be payable solely to Landlord except any allocations or awards for Tenant’s trade fixtures and moving expenses. Tenant shall not make any claim in any condemnation proceeding for the value of the unexpired portion of the Lease or the term hereof, and waives all right thereto.

          18.3 In the event that any portion of the Demised Premises is taken in condemnation and if this Lease is not terminated, then this Lease shall remain in full force and effect as to such remaining portion, except that from and after the effective date of any such taking, Tenant shall be entitled to a proportionate reduction in the Fixed and Additional Rent required to be paid hereunder in accordance with any reduction in square foot area of the Demised Premises caused by such taking. In the event that any portion of Tenant’s exclusive parking is taken in condemnation and if this Lease is not terminated, then this Lease shall remain in full force and effect as to such remaining portion.

               Landlord shall promptly restore the portion of the Demised Premises remaining after such taking to a complete architectural unit. Any restoration by Landlord shall be limited to the basic building structure as demised by Landlord to Tenant as of the Commencement Date, and Tenant shall have such reasonable time thereof to restore the interior of the Demised Premises to an operational condition with an accompanying abatement of rent during such time. Landlord shall have the right to install, maintain and alter or relocate within the Demised Premises any gas, water, electric or sewer lines which may be necessary provided that Tenant’s facilities are not materially or adversely affected.

          18.4 In the event this Lease is not terminated as aforesaid and Landlord does not restore the Demised Premises within a period of ninety (90) business days after the date of taking, then and in that event, Tenant may, as its sole remedy, have the right to terminate this Lease by notice in writing delivered to Landlord prior to completion of such restoration.

     19. Fire or Casualty Loss:

          19.1 If all or part of the Demised Premises is damaged or destroyed by fire or other casualty, this Lease and all of its terms, covenants and conditions shall, subject to the provisions hereinafter set forth, continue in full force and effect, as follows:

               A. In the event that the damage to the Demised Premises is so extensive as to amount practically to the total destruction of the Demised Premises and Landlord within a reasonable time after such damage shall not elect to rebuild, then and in that event, this Lease shall cease and the rent shall be apportioned to the time of the destruction. For the purposes of this paragraph, damage to fifteen percent (15%) or more of the Demised Premises shall be deemed total destruction.

               B. In the event that the Demised Premises is damaged, but not so destroyed (as set forth in Paragraph A immediately above) as to terminate the Lease, or Landlord elects to rebuild as provided for in Paragraph A above, then, provided that such loss is sufficiently insured and that all of the proceeds of said insurance coverage are made available to the Landlord by any mortgagee whose interest may be superior to the Landlord; and further provided that the term of this Lease shall have at least two (2) years to run, and that applicable

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laws shall permit, then, and in those events, the Landlord shall repair and rebuild the Demised Premises with reasonable diligence. Notwithstanding the foregoing: (i) in the event there is less than two (2) years of the Lease Term remaining, or (ii) in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt and Landlord does not promptly commit to restore with Landlord’s funds, or (iii) in the event of any material uninsured loss to the Building and Landlord does not promptly commit to restore with Landlord’s funds, or (iv) if the written estimate states that the Demised Premises cannot be restored to substantially the condition that existed prior to the casualty within one hundred eighty (180) days of the casualty, then either Landlord or Tenant may, at their option, terminate this Lease by notifying the other party in writing of such termination within ninety (90) days after the date of such casualty. Within sixty (60) days of such casualty, Landlord shall notify Tenant whether the Demised Premises cannot be restored to the condition that existed prior to the casualty within one hundred eighty (180) days of the casualty.

          19.2 To the extent that the loss or destruction of the Demised Premises substantially interferes with all or a portion of Tenant’s operations at the Demised Premises, thus requiring the Tenant temporarily to close its business or reduce its workforce, the Fixed Rent shall be abated (or proportionately abated with respect to a partial closure) from the date of such closing to the date the damage shall have been substantially repaired so as to enable the Tenant to continue its business in substantially the same fashion as was previously operating prior to the date of such loss or destruction.

          19.3 Tenant acknowledges and agrees that Landlord will not carry insurance of any kind on Tenant’s fixtures, furniture, and equipment, or on any Tenant Improvements or other appurtenances removable by Tenant under the provisions of this Lease, and that Landlord shall not be obligated to repair any damage thereto or replace the same. However, if Landlord does place such coverages on Tenant’s owned property as provided in Section 11.3, all proceeds applicable to Tenant’s owned property shall be promptly transmitted to Tenant upon receipt by the Landlord, and Landlord will use its best efforts, in coordination with Tenant, to make the appropriate claims and recover insurance proceeds due under the applicable coverage.

     20. Estoppel Certificate:

          20.1 Upon request from the either party and/or its successor in interest, either party hereto, and/or its successors in interest, shall at any time and from time to time upon not less than twenty (20) days prior written notice, execute, acknowledge and deliver a statement in writing: (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect), and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledging that there are not, to such party’s knowledge, any uncured defaults on the part of either party hereunder, or specifying such defaults if any are claimed, and (c) setting forth the date of commencement of rents and expiration of the term hereof. Any such statement may be relied upon by the prospective purchaser or encumbrancer of all or any portion of the real property of which the Demised Premises are a part, or other interested party.

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     21. Signage

          21.1 Under no circumstances shall Tenant place or erect, or allow to be placed, or erected, a sign of any nature whatsoever upon any exterior portion of the Building. Ground signs which are similar to existing ground signs will be permitted subject to prior written approval from Landlord in connection with any proposed sign, its location, and its manner of installation. Landlord may remove any signs installed by Tenant which are in violation of the provisions of this Article. In no event shall any permitted sign be installed on the roof or above the parapet height of the Demised Premises or of the Building. Any sign which Tenant may be permitted to install on the Demised Premises shall nonetheless conform to any and all requirements of any governmental body of any nature whatsoever having jurisdiction thereover, notwithstanding Tenant’s having obtained written consent from Landlord therefor. Tenant shall have the right, as the need may occur, to apply for any sign variances, at its sole cost and expense, provided the Landlord shall have first approved the proposed sign. Landlord’s consent to signs shall not be unreasonably withheld, delayed or conditioned, and Landlord agrees to reasonably cooperate with Tenant to facilitate Tenant in obtaining any applicable municipal approvals therefor.

     22. Brokerage Commission: Landlord and Tenant each warrant and represent one to another that neither has dealt with, employed or negotiated with any real estate broker, salesman, agent or finder in connection with this Lease Agreement except Studley, Inc. (“Broker”). Landlord agrees to pay the commission due to the Broker pursuant to a separate agreement. Landlord shall indemnify, hold harmless and defend Tenant, and Tenant shall indemnify, hold harmless and defend Landlord, from and against any claim or claims for broker or other commission arising from or out of any breach of the foregoing representation and warranty by the respective indemnitors. The representations and obligations contained in this paragraph shall survive the expiration or termination of this Lease.

     23. Unavoidable Delays:

          23.1 Except as otherwise provided for in Articles 5.2 above, in the event that Landlord or Tenant shall be delayed or prevented from performing any of its obligations pursuant to the provisions of this Lease Agreement due to governmental action, or lack thereof, or due to shortages of or unavailability of materials and/or supplies, labor disputes, strikes, slow downs, job actions, picketing, secondary boycotts, fire or other casualty, delays in transportation, acts of God, failure to comply or inability to comply with any orders or requests of any governmental agencies or authorities, acts of declared or undeclared war, public disorder, riot or civil commotion, or by any other cause beyond the reasonable control of such party (each, a “Force Majeure Event”), then such party shall in any or all such events be excused from its obligation to perform and comply with such provisions of this Lease Agreement for a period of time commensurate with any delay so caused without any liability to the other party therefor whatsoever and all time periods provided for herein for performance of any such obligations shall be extended accordingly. Notwithstanding the foregoing, a Force Majeure Event shall not delay or excuse Tenant’s obligations to pay Fixed Rent or Additional Rent.

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     24. Subordination:

          24.1 Tenant covenants that its rights under this Lease Agreement are hereby and will be subordinate to the operation and effect of any mortgage or mortgages now existing or hereafter placed upon the premises or building or lot without any further written document from Tenant. However, Tenant shall, upon request by Landlord, execute such documents as may be required to effect such subordination to the satisfaction of any such mortgagee.

          24.2 Tenant agrees to comply with reasonable requirements for modifications hereof made by any reputable bona fide mortgage lending institution provided that such requirements shall not affect the basic business terms hereof.

          24.3 Tenant shall, upon request of Landlord, furnish to Landlord at any time during the term, the most recent financial statement(s) of Tenant for a period of up to two (2) years last past. If certified statements certified by a certified public accountant have been prepared, then certified statements will be provided by Tenant. Landlord agrees to keep the financial statement(s) confidential and shall not distribute such financial information to any party other than Landlord’s agents, employees, attorneys, accountants and lender to the extent that such parties require such information and such parties shall be informed of the confidential nature of such information.

          24.4 Tenant covenants and agrees to attorn to any successor to Landlord’s interest in this Lease.

          24.5 Landlord agrees to obtain a non-disturbance agreement from existing and future mortgagees in whatever standard form is utilized by such mortgagees for the benefit of Tenant, and to deliver same to Tenant within a reasonable time after execution of this Lease. Landlord hereby agrees to cooperate with Tenant and to use best efforts to obtain from any existing and future mortgagees on behalf of Tenant reasonable changes sought by Tenant to the standardized form of non-disturbance agreement utilized by such mortgagees. Anything in this Lease to the contrary notwithstanding, this Lease shall be subordinate to any such existing and future mortgages only during the period that a non-disturbance agreement remains in full force and effect, and otherwise shall be superior to such instruments.

     25. Security Deposit:

          25.1. Tenant has provided a “Security Deposit” to Landlord’s affiliate, 410 Commerce Boulevard, LLC, with respect to a lease for premises in the building located at 410 Commerce Boulevard, Carlstadt, New Jersey (the “410 Lease”). The Security Deposit is in the form of a letter of credit in the current amount of Six Million and 00/100 Dollars ($4,000,000.00), and will increase over time, as provided in the 410 Lease to Ten Million and 00/100 Dollars ($10,000,000.00).

From and after the Effective Date, Landlord’s affiliate, 410 Commerce Boulevard, LLC shall be entitled, but shall not be obligated, to use the Security Deposit as security for the performance of Tenant’s obligations under: (a) the 410 Lease, (b) this Lease, and (c) that certain lease with another affiliate of Landlord for that certain property having an address of 760 Washington Avenue, Carlstadt, New Jersey (the “760 Lease”).

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               Notwithstanding the foregoing, the parties acknowledge and agree that this Lease, the 410 Lease and the 760 Lease are neither cross-defaulted nor cross-collateralized, and that neither the Landlord nor its respective affiliates that are landlords under the 410 Lease and 760 Lease shall be permitted to exercise any remedies under any particular lease unless and until a default has occurred under such lease, and all applicable notice and cure periods, if any, thereunder have expired.

     26. Surrender Obligations.

          26.1 Notwithstanding any contrary or inconsistent language in this Lease, the obligation of the Tenant to remove alterations, improvements, equipment and fixtures upon any termination of this Lease and the rights of the Landlord to elect that alterations, improvements, equipment and fixtures installed by Tenant in the Demised Premises shall be left in place upon any termination of the Lease shall be unchanged from those obligations and rights as they exist under the terms of the Comdisco Lease, a true and complete copy of which is annexed hereto, as Schedule “F” and the terms of which are incorporated herein for purposes of reference with respect to the restoration issues only. The rights of the parties respecting all future alterations, improvements and fixtures installed by the Tenant shall continue to be determined under the provisions of the Comdisco Lease throughout the Term of this Lease and all option terms provided for by this Lease.

          26.2 Notwithstanding the foregoing and notwithstanding anything to the contrary in the Comdisco Lease, the Tenant shall not be permitted or required to remove the conduits and the wiring from the public right of way to the Building at the Demised Premises, and the conduits and wiring therein running from the Building to the buildings located at 760 Washington Avenue and 410 Commerce Boulevard, shall not be removed at the Termination Date and shall become the sole property of the Landlord from and after the Termination Date.

     27. INTENTIONALLY OMITTED.

     28. Environmental Covenants: Each of Landlord and Tenant represents, covenants, promises and agrees to and with the other party, as follows:

          28.1 Tenant agrees to take all requisite action to insure Tenant’s material compliance with all applicable federal, state and local laws relating to pollution of the environment, hazardous substances, air pollution, clean air, soil, environmental protection, hazardous waste, toxic substances, noise control, sewerage and wastewater treatment, solid waste, navigable waters, water supply, quality and pollution, storm water, groundwater and rivers and harbors laws applicable to Tenant’s operations at the Demised Premises, including, but not limited to, the Resource Conservation and Recovery Act, the Clean Air Act, and Federal Water Pollution Control Act, the Toxic Substances Control Act, and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6 et seq. and N.J.A.C. 7:26B-1.1 et seq.) (“ISRA”) and/or the New Jersey Underground Storage of Hazardous Substances Act (N.J.S.A. 58:10A-21 et seq.; N.J.A.C. 7:14B-1.1 et seq.), if the same becomes applicable and/or the rules and regulations promulgated under said statutes (collectively referred to as “Environmental Laws”).

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          28.2 Tenant shall not use or permit the use of the Demised Premises to refine, produce, store, handle, generate, manufacture, heat, dispose of, transfer, process or transport (collectively, “Use”) “Hazardous Substances” (as such term is defined in N.J.S.A. 58:10-23.11b, or any rule or regulation promulgated thereunder), other than in such quantities as are ordinarily Used in connection with Tenant’s business as described in Article 8 and in material compliance with applicable Environmental Laws.

          28.3 The Tenant shall not permit the use of the Demised Premises as a “Major Facility”, as such term is defined in N.J.S.A. 58:10-23.11b(1), or any rule or regulation currently promulgated thereunder.

          28.4 Tenant shall, at Tenant’s own expense, comply with all applicable Environmental Laws, including the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. and with the Spill Compensation and Control Act (N.J.S.A. 58:10-23-11 et seq.) (“the Acts”) and all regulations promulgated pursuant to the Acts. Tenant shall, at Tenant’s own expense, provide all information within Tenant’s control requested by Landlord or the Bureau of Industrial Site Evaluation for the preparation of submissions, declarations, reports and plans pursuant to the Acts. If the New Jersey Department of Environmental Protection (DEP) shall determine that a clean-up plan or Remedial Action Work plan must be prepared and that a clean-up be undertaken because of any spills or discharges of Hazardous Substances at the Premises which occur during any period when Tenant was an occupant, other than as a result of any wrongful or negligent action or omission on the part of the Landlord, Russo Development, LLC, or their respective agents, servants, employees, licensees, tenants (other the Tenant), invitees or contractors, or those which result from the migration of Hazardous Substances to or under the Premises from other property, then Tenant promptly shall remediate such Release at Tenant’s sole expense, in accordance with the provisions of all applicable Environmental Laws, including the Acts. Tenant shall indemnify, defend and save the Landlord harmless from all fines, suits, procedures, claims and actions of any kind arising out of or in any way connected with any spills or discharges of Hazardous Substances at the Premises which occur during the term of Tenant’s occupancy, other than as a result of any wrongful or negligent action or omission on the part of the Landlord, Russo Development, LLC, or their respective agents, servants, employees, licensees, tenants (other the Tenant), invitees or contractors, or those which result from the migration of Hazardous Substances to or under the Premises from properties other than the Premises,. Tenant’s obligations and liability under this paragraph shall survive and shall continue so long as the Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Premises which occur during the Term.

          28.5 No lien has been attached, nor shall any lien be allowed to attach to any real or personal property owned by Tenant and located at the Demised Premises, pursuant to applicable Environmental Laws, including, without limitation, the Spill Act and/or CERCLA.

          28.6 Tenant will furnish the New Jersey Department of Environmental Protection (“DEP”) with any information in Tenant’s possession which may be required by the Spill Act, ISRA or any other applicable Environmental Law, with respect to Tenant’s Use of the Demised Premises, including information required by ISRA due to applications submitted by the Landlord.

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          28.7 In the event that there shall be filed a lien against the Demised Premises, or Tenant’s property thereon, by DEP under the Spill Act or under CERCLA as a result of Tenant’s acts or omissions with respect thereto, Tenant shall within thirty (30) days from the date the Tenant is given notice of such lien or within such shorter period of time in the event that the State of New Jersey has commenced steps to cause a sale pursuant to the lien, either: (a) pay the claim and remove the lien; or (b) furnish (1) a bond reasonably satisfactory to Landlord and/or DEP in the amount of the claim out of which the lien arises, (2) a cash deposit in the amount of the claim out of which the lien arises, or (3) other security reasonably satisfactory to Landlord in an amount sufficient to discharge the claim out of which the lien arises. Tenant reserves the right to contest the filing of any such lien provided that Tenant shall be required to discharge or bond off any such lien prior to commencement of any such contest.

          28.8 Tenant shall not use or cause the Demised Premises to be used as an “industrial establishment” as such term is defined in ISRA as of the date of this Lease.

          28.9 Tenant shall not install any underground storage tanks without the prior written consent of Landlord.

          28.10 Tenant and Landlord shall provide each other with copies of any and all notices either party receives from the DEP with respect to the environmental condition of the Demised Premises.

          28.11 Landlord shall, at Landlord’s own expense, materially comply with the Acts and all regulations promulgated pursuant to the Acts to the extent that the requirements of the Acts become applicable to the Demised Premises with respect to conditions existing prior to the Commencement Date or otherwise resulting from Landlord’s acts or omissions from and after the Commencement Date thereat. Landlord shall, at Landlord’s own expense, provide all information within Landlord’s control requested by Tenant or the Bureau of Industrial Site Evaluation for the preparation of submissions, declarations, reports and plans pursuant to the Acts. If the New Jersey Department of Environmental Protection (DEP) shall determine that a clean-up plan or Remedial Action Work plan be prepared and that a clean-up be undertaken because of any spills or discharges of hazardous substances or wastes caused by the Landlord or other parties under Landlord’s authority or control at the Demised Premises which occur during any period when Tenant was an occupant, then Landlord shall, at Landlord’s own expense, prepare and submit the required plans and carry out the approved plans. Landlord shall indemnify, defend and save the Tenant harmless from all fines, suits, procedures, claims and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes solely to the extent such spill or discharge existed prior to the Commencement Date and/or were caused by the Landlord or other parties under Landlord’s authority or control at the Demised Premises which occur during the term of Tenant’s occupancy. Landlord reserves the right to contest the applicability of the Acts to Landlord or any DEP determinations or requirements.

          28.12 The provisions of this Article 28 shall survive the termination or earlier expiration of this Lease.

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     29. Auction Sales:

          29.1 Tenant shall not conduct or permit to be conducted any sale by auction or otherwise in, upon or from the Demised Premises whether said sale be voluntary, involuntary, pursuant to any assignment for the payment of creditors or pursuant to any bankruptcy or other insolvency proceeding.

     30. Holding Over:

          30.1 Subject to the provisions of Section 30.2 below, in the event Tenant shall remain in possession of the Demised Premises following the expiration of the term granted hereby and any renewals, without Landlord’s written permission, all terms of this Lease shall, as applicable, continue to govern such possession, except that Tenant shall have the status of a tenant at sufferance and shall pay to Landlord, as its exclusive damages for such wrongful holdover, for each month or part thereof during which said wrong holdover continues, double the total of the Fixed Rent and Additional Rent due from Tenant to Landlord at the time immediately preceding such holdover.

          30.2 Notwithstanding the foregoing in Section 30.1 above, Tenant shall have the right to holdover for a period of one (1) year after the Termination Date (the “Permitted Holdover Period”), as such date may be extended pursuant to Tenant’s “Options to Renew” under Section 40 below, provided that Tenant complies with the terms and provisions of this Section:

               (a) Tenant shall provide Landlord with not less than eleven (11) months prior written notice of its intention to holdover beyond the Termination Date, as such date may be extended pursuant to Tenant’s “Options to Renew” under Section 40 below.

               (b) The foregoing notice shall state the amount of time that Tenant intends to holdover in the Demised Premises, and the holdover period under this Section 30.2 shall be limited to the period stated.

               (c) For the first two (2) months of the Permitted Holdover Period, Tenant shall pay Fixed Rent at an amount equal to that being paid by Tenant immediately prior to the Permitted Holdover Period. Thereafter, through the remainder of the Permitted Holdover Period, Tenant shall pay Fixed Rent in an amount equal to one and one-half (1.5) times the Fixed Rent prior to the Permitted Holdover Period. Tenant shall also be required to pay Additional Rent during the Permitted Holdover Period.

               (d) Time is declared to be of the essence with regard to the provisions of this Section 30.2.

     31. Quiet Possession:

          31.1 Upon Tenant paying the rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Tenant’s part to be observed and performed hereunder, Tenant shall have quiet possession of the Demised Premises for the entire term hereof, subject to and in accordance with all the provisions of this Lease.

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     32. Representations and Warranties of Landlord. Landlord represents and warrants to Tenant as follows:

          32.1 Landlord is the owner of good, marketable and insurable title to the Land upon which the Building is located. Such title is free and clean of all liens and encumbrances other than those set forth on those certain owner’s policy of title insurance issued by Commonwealth Land Title Insurance Company as Policy No. H001539 dated December 15, 2000, and shall remain that way except for subsequent financing obtained by Landlord in connection with the construction and financing of the Land and Building.

          32.2 Landlord has obtained and shall maintain all permits, approvals and easements as are necessary relating to the Private Communication Ductbank (as defined below), and shall continue such maintenance and make such repairs and approvals as are necessary with reasonable expedition. If Landlord defaults in its obligations under this Section 32.2 resulting in a “Shut-Down Condition”, Tenant shall have the right to perform Landlord’s obligations as provided in Section 5.2. For purposes hereof, the “Private Communications Ductbank” means the two (2) independent and redundant conduit ductbanks between the Demised Premises and the building located at 760 Washington Avenue, Carlstadt, New Jersey, each of which contains four (4) four inch (4”) diameter conduits. All costs incurred by Landlord to maintain and repair the Private Communication Ductbank and all governmental charges, taxes, impositions, and fees of every nature relating to the Private Communications Ductbank shall be charged, per capita, to the tenants of the Landlord and its affiliates who are connected to the Private Communications Ductbank (currently same include 410 Commerce Boulevard, 760 Commerce Boulevard and the Demised Premises) and Tenant agrees to reimburse the Landlord for Tenant’s per capita share of all such costs and expenses as Additional Rent pursuant to Section 3.1C of this Lease.

     33. Notices:

          33.1 All notices and demands which are contemplated or permitted to be given by either party shall be in writing and shall be served upon the parties at the following addresses:

If to Landlord:	RUSSO FAMILY LIMITED PARTNERSHIP, LP
	c/o Russo Development, LLC
	71 Hudson Street
	Hackensack, N.J. 07601
	Attn: Edward Russo, Manager
	Fax No.: 201-487-6440
With a copy to:	Richard G. Berger, Esq.
	Russo Development, LLC
	71 Hudson Street
	Hackensack, New Jersey 07601
	Fax No.: 201-487-6440

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If to Tenant:	SunGard Availability Services LP
	680 E. Swedesford Road
	Wayne, PA 19087
	Attention: Chief Financial Officer
	Fax No.: 610-341-1525
With a copy to:	SunGard Data Systems Inc.
	680 E. Swedesford Road
	Wayne, PA 19087
	Attention: General Counsel
	Fax No.: 610-341-8115

          Notices shall be served either by personal service, or by mailing, certified mail, return receipt requested, postage prepaid. Notices can also be sent by facsimile transmission so long as it is sent by one of the other methods. Personal service shall be effective upon actual delivery in person or via a local or nationally recognized overnight courier service (including, for example, Federal Express) to the addressee. Service by facsimile and mail shall be deemed effective two (2) business days after the item has been successfully transmitted by facsimile and a true copy has been deposited in the United States Mail, to be delivered by certified mail, return receipt requested, properly addressed as above, and postage prepaid. Service by personal service shall be deemed effective upon receipt.

     34. Parties Bound:

          34.1 The covenants, agreements, terms, provisions and conditions of this Lease shall bind and benefit the respective successors, assigns and legal representatives of the parties hereto with the same effect as if mentioned in each instance where a party hereto is named or referred to, except that no violation of the provisions of Article 17 hereof shall operate to vest any rights in any successor, assignee or legal representative of Tenant and that the provisions of this Article 34 shall not be construed as modifying the conditions of limitation contained in Article 17 hereof, or Section 12.2 hereof.

     35. Abandoned Personal Property:

          35.1 Any personal property, which shall remain in the Demised Premises or any part thereof after the expiration or termination of the term of this Lease in violation of the provisions of Article 9 above shall be deemed to have been abandoned, and either may be retained by Landlord as its property or may be disposed of in such manner as Landlord may see fit seven (7) days after written notice to Tenant; provided, however, that the presence of such personal property without Landlord’s consent shall be conclusively deemed an unconsented holding over by Tenant rendering Tenant liable under Paragraph 30.1, unless Tenant has timely exercised rights under Section 30.2 and such personal property is removed on or before the expiration of the holdover period under Section 30.2. If such personal property or any part thereof shall be sold by Landlord, Landlord may receive and retain the proceeds of such sale as Landlord’s property without affecting Landlord’s rights against Tenant or resulting in any credit to Tenant from damages otherwise recoverable by Landlord.

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     36. Article Headings:

          36.1 The Article headings of this Lease are for convenience only and are not to be considered in construing the same.

     37. Governing Law:

          37.1 The laws of the State of New Jersey shall govern the validity, performance and enforcement of this Lease. The invalidity or unenforceability of any provision hereof shall not affect or impair any other provision.

     38. Letter of Acceptance:

          38.1 Upon the Tenant’s accepting the Demised Premises and commencing construction of Initial Tenant Improvements, after Substantial Completion of the Landlord Improvements pursuant to the terms and conditions hereof, the Tenant covenants and agrees that it will furnish to the Landlord a written statement that it accepts the Demised Premises, subject to the terms and conditions of the Lease as herein contained (including Punch List Items and latent defects).

     39. INTENTIONALLY OMITTED.

     40. Options to Renew:

          40.1. From and after the Effective Date, Section 34 of the Comdisco Lease shall be deleted in its entirety and is superseded and replaced by the provisions set forth below at Section 40.2 through 40.4 of this Lease.

          40.2. Tenant shall have the option to renew its Lease for the Demised Premises for two (2) renewal terms, each of which shall be for a period of five (5) years by providing Landlord with twelve (12) calendar months written notice prior to the expiration of the then current Term. TIME FOR NOTICE OF EXERCISE OF TENANT’S OPTIONS IS HEREBY DECLARED TO BE OF THE ESSENCE.

          40.3. The Fixed Rent payable by Tenant during the option terms if exercised shall be as set forth on Schedules “C-1” and “C-2” annexed hereto and incorporated herein by reference.

          40.4 Except as to the amount of Fixed Rent, all of the other terms, covenants, conditions and agreements set forth in the Lease as amended by this Lease shall apply to all renewal terms; except that there shall only be the two (2) options to renew granted in this Section 40 of this Lease.

     41. Right of First Offer to Purchase the Demised Premises:

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          41.1 Tenant shall have a Right of First Offer for the purchase of the Demised Premises. Landlord agrees to provide Tenant with written notice of the availability of the Demised Premises for sale and to offer the Demised Premises in its entirety to Tenant on such terms as Landlord finds acceptable in its sole discretion, prior to marketing the Demised Premises to other prospective buyers. Tenant shall have sixty (60) days from the date of Landlord’s notice to respond in writing to the same. If Landlord has not received a written response by the end of said sixty (60) day period or if Tenant declines to accept Landlord’s offer or if Tenant makes a counteroffer that Landlord rejects in writing as unacceptable in its sole and absolute discretion, Landlord shall thereafter be free to market and sell the Demised Premises without further notice to Tenant. If Landlord and Tenant agree on terms for the sale of the Premises, but are subsequently unable, in good faith, to consummate an agreement with respect thereto acceptable to both Landlord and Tenant, Landlord shall thereafter be free to market and sell the Demised Premises on such terms and conditions as Landlord shall determine, subject as aforesaid.

     42. INTENTIONALLY OMITTED.

     43. Mobile Data Center. Tenant shall have the right during a disaster recovery and/or a demonstration or testing event to park fifteen (15) of its mobile recovery Units (the “Units”) in the parking area adjacent to the Building (the “Parking Lot”), subject to Tenant’s obtaining any required permits. In addition, Tenant shall continue to have the right, at any time during the term of this Lease, and at Tenant’s sole cost and expense, to install a new or replace the existing “hitching post” (substantially similar in configuration to that set forth on the diagram attached hereto and made a part hereof as Schedule “E” to connect the Units to the Demised Premises, at the location set forth on Schedule “A” attached hereto, subject to Tenant’s receipt of any necessary governmental approvals with respect to such site. Tenant may request that the hitching post and any underground conduit to connect such post to the Demised Premises (or portions thereof), be installed by Landlord, which Landlord is willing to do at Tenant’s sole cost and expense.

     44. Rooftop Rights.

          44.1 Tenant shall have sole and exclusive rights to the use of the rooftop, provided that any installations thereon are made at Tenant’s sole cost and expense, and shall require Landlord’s consent, not to be unreasonably withheld, delayed or conditioned. Without limiting the forgoing, Landlord hereby reconfirms its consent to all rooftop equipment installed and existing as of the date of this Lease including the existing antenna and satellite dish (collectively, the “Antenna Equipment”) on the roof of the Building in their existing location or locations (the “Roof Demised Premises”). The term “Antenna Equipment” includes any related equipment, cabling, wiring or other device or thing used in or about the Building in connection with the aforedescribed antenna and related equipment. All future rooftop installations of Antenna Equipment and the manner of the installation thereof shall be subject to Landlord’s prior written approval, not to be unreasonably withheld, delayed or conditioned.

               All work, installation, maintenance and operation permitted by Landlord pursuant to this Amendment must conform to all laws, regulations and requirements of federal, state and county governments, and any other public or quasi-public authority having jurisdiction over the Roof Demised Premises. Tenant shall obtain all necessary licenses from the Federal

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Communications Commission (“FCC”) and all installation, maintenance and operation shall be conducted in conformance with FCC rules and/or operating authority.

               No Antenna Equipment installed at this time exceeds and none in the future may exceed three (3) feet in diameter or six (6) feet in height.

          44.2 The installation, maintenance and repair of all the Antenna Equipment shall be at the sole cost and expense of the Tenant. Unless the Landlord serves written notice allowing Tenant to leave the Antenna Equipment in place and in operating condition, Tenant shall, not later than at the expiration of the Term of the Lease, remove the Antenna Equipment from the roof of the Building and restore same to substantially the same condition as on the date hereof, ordinary wear and tear excepted.

          44.3 Tenant, at its sole cost and expense, shall procure and maintain in effect, all government approvals, including, but not limited to, any licenses or permits necessary for the installation, use, operation, maintenance, repair and/or removal of the Antenna Equipment.

          44.4 Tenant will, at Tenant’s expense, provide the necessary power installation for the operation of the Antenna Equipment. Tenant shall not install or operate any Antenna Equipment or other machinery that operates with voltage in excess of the Building capacity unless Tenant, at its sole cost and expense, installs such equipment as necessary to increase the Building capacity and obtains the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion.

          44.5 Subject to emergencies and periods of preventative maintenance, Landlord agrees that throughout the Term of this Lease, Tenant, or any of the designated representatives of Tenant, shall have 24-hour access to the roof of the Building for the purpose of installing, using, operating, maintaining and repairing the Antenna Equipment. Subject to the provisions of Section 11.9 above, Tenant shall indemnify, defend and hold harmless Landlord from and against any and all costs, expenses, claims, losses or damages resulting from and damage to property or injury to person resulting from any such access.

          44.6 Tenant acknowledges and agrees that any changes to and/or installations upon the roof are to be performed by a contractor approved by the entity providing the roof warranty so as not to void the warranty. For purposes hereof, J. Murphy Roofing and Sheet Metal, Inc. and Cannella Roofing, Inc. are contractors that satisfy the foregoing condition for a period of twelve (12) months from the date hereof. Prior to commencement of the work on the roof, Landlord shall inspect the roof to determine whether there is any existing damage which requires repair; and after completion of Tenant’s work on the roof, Landlord shall have a similar inspection conducted. If there is any damage to the roof during the foregoing period, Tenant shall be responsible, at its sole costs and expense for repairing any and all such damage, unless such damage was caused by the act or omission of Landlord, its employees, agents, contractors or invitees.

          44.7 The provisions of this Section 44 shall apply on a prospective basis from and after the date of this Agreement.

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     45. INTENTIONALLY OMITTED.

     46. Supplemental HVAC.

          46.1 Tenant shall have the right to maintain in place all HVAC systems existing as of the date of this Lease for exclusive use by Tenant on the roof of the Building and to supplement same to the extent that the roof can support the weight of such tonnage, as reasonably determined by Landlord. In the event such additional HVAC equipment cannot be accommodated on the roof, then Tenant shall have the right to install said HVAC equipment in or on another location (e.g., landscaped area outside the Building) reasonably acceptable to Landlord and Tenant. Tenant shall also have the right to install in the Demised Premises supplemental HVAC systems at locations determined by Tenant.

          46.2 Tenant shall be responsible for obtaining all permits and approvals as are necessary for the installation, use and operation of the HVAC equipment.

          46.3 Tenant shall obtain Landlord’s prior approval of all plans and specifications for the HVAC equipment, which shall include the proposed location of the HVAC equipment, which approval shall not be unreasonably withheld, delayed or conditioned.

          46.4 No discharge condenser air will be allowed to be ejected into the Building or Building plenum. Tenant shall pay all costs incurred in connection with the installation, use, operation, maintenance and, if applicable, removal of said HVAC units. Tenant shall, at its expense, maintain all said HVAC units in good condition.

          46.5 Tenant acknowledges and agrees that any such installations upon the roof are to be performed by a contractor approved by the entity providing the roof warranty so as not to void the warranty. For purposes hereof, J. Murphy Roofing and Sheet Metal, Inc. and Cannella Roofing, Inc. are contractors that satisfy the foregoing condition for a period of twelve (12) months from the date hereof. Prior to commencement of the work on the roof, Landlord shall inspect the roof to determine whether there is any existing damage which requires repair; and after completion of Tenant’s work on the roof, Landlord shall have a similar inspection conducted. If there is any damage to the roof during the foregoing period, Tenant shall be responsible, at its sole costs and expense for repairing any and all such damage.

     47. Venting.

          47.1 Tenant shall have the right to vent through the roof of the Building as required for the installation by Tenant of any special equipment in connection with its use of the Demised Premises, including but not limited to, supplemental HVAC units, kitchen exhaust, etc. The location and type of venting shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld. Tenant shall, at its expense, maintain all said venting and the area of the roof effected by such venting in good condition. Notwithstanding the foregoing, Tenant’s rights granted pursuant to this Paragraph are subject to the terms and conditions of Landlord’s roof warranties and contracts, and Tenant, at its cost, shall comply with the terms and conditions of said warranties and contracts, including, without limitation, any requirement that certain roofers or roofing companies perform such roof work.

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          47.2 Tenant acknowledges and agrees that any such installations upon the roof are to be performed by a contractor approved by the entity providing the roof warranty so as not to void the warranty. For purposes hereof, J. Murphy Roofing and Sheet Metal, Inc. and Cannella Roofing, Inc. are contractors that satisfy the foregoing condition for a period of twelve (12) months from the date hereof. Prior to commencement of the work on the roof, Landlord shall inspect the roof to determine whether there is any existing damage which requires repair; and after completion of Tenant’s work on the roof, Landlord shall have a similar inspection conducted. If there is any damage to the roof during the foregoing period, Tenant shall be responsible, at its sole costs and expense for repairing any and all such damage.

     48. Grounding of Equipment.

          48.1 Tenant shall have the right to ground its equipment to the base steel in the Building at location(s) mutually agreed upon by Landlord and Tenant.

     49. Backup Electrical Generators.

          49.1 Tenant is hereby granted the right to maintain in place, at Tenant’s sole cost and expense, all above-ground backup electrical generators for Tenant’s use solely in the Demised Premises as of the date of this Lease. Tenant shall also be permitted to maintain in place such above-ground storage tanks as are necessary or appropriate to operate the Backup Electrical Generators in the event of a power outage or other emergency as same exist as of the date of this Lease. (Such items are hereinafter referred to as the “Generator System”.) Tenant has obtained and shall continue to be responsible for obtaining and maintaining all permits and approvals as are necessary for the Generator System.

          49.2 Tenant, at its sole cost and expense, shall be responsible for: (a) maintaining such permits and approvals as are necessary for the maintenance and operation of the Generator System; (b) complying with all applicable statutes, laws and/or ordinances, as are necessary to permit and continue the use, maintenance and operation of the Generator System; (c) repairing any damage or deterioration to the Landlord’s Premises or the Building caused in whole or in part by the existence, installation, removal, operation or maintenance of the Generator System; and (d) all expenses imposed by any statute, law or ordinance of any governmental, quasi-governmental or regulatory authority relating to the use and operation of the Generator System.

          49.3 Tenant may use the Generator System during: (a) testing and regular maintenance, and (b) any period of electrical power outage in the Demised Premises.

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     50. Due Execution.

          50.1 The individual signing this Lease on behalf of the Tenant does hereby represent and warrant to Landlord that he/she has the full right, power, capacity and authority to execute and deliver this Lease as a binding and valid obligation of the Tenant hereunder. The individual signing this Lease on behalf of the Landlord does hereby represent and warrant to Tenant that he/she has the full right, power, capacity and authority to execute and deliver this Lease as a binding and valid obligation of the Landlord hereunder.

     51. Payment of Tenant’s Legal Costs Under Special Circumstances.

          51.1 If Tenant files an action (i) to compel Landlord’s consent to Structural Alterations under Section 9.2, or (ii) to recover reimbursement for emergency repairs to avoid a Shut-Down Condition under Section 13.1, or (iii) to compel Landlord’s consent to a sublease or assignment under Section 17.1, and if the Tenant is the prevailing party in any such action, and if the Court determines that Landlord’s bad faith necessitated the filing of such an action, then in addition to other relief awarded to Tenant, Tenant shall be entitled to an award of reasonable counsel fees and litigation expenses in the discretion of the Court.

     IN WITNESS WHEREOF, Landlord and Tenant have executed or caused to be executed, these presents, as of the date first hereinabove set forth.

Signed, Sealed and Delivered	RUSSO FAMILY LIMITED PARTNERSHIP, LP
in the Presence of:	(Landlord)
	By Russo L.L.C., General Partner
/s/ Amanda Soler	By:	/s/ Edward Russo
		Edward Russo, Manager
	SUNGARD AVAILABILITY SERVICES LP
	(Tenant)
/s/ Berenice Dwyer		By:	/s/ Edward C. McKeever
			Edward C. McKeever,
			Senior Vice President & CFO

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Schedule “A”
Lease Plan

- 44 -

- 45 -

Schedule “B”
Legal Description of the Land

- 46 -

Schedule A

BEING known and designated as Lot 9 in Block 131.1 as shown on a map entitled “Minor Subdivision, Lots 9, 9.01 and 9.02 in Block 131.1, Tax Map, proposed Lots 9.0 and 9.01, Block 131.1, prepared by Job & Job, Consulting Engineers, dated December 16, 1999 and revised through January 14, 2000.”

BEGINNING at a point in the easterly line of Central Boulevard (60.0 feet wide) where the same is intersected by the division line between Lot 9.0 and Lot 9.01 in Block 131.1 as shown on a map entitled “Minor Subdivision, Lots 9, 9.01 and 9.02 in Block 131.1, Tax Map, proposed Lots 9.0 and 9.01, Block 131.1” prepared by Job & Job, Consulting Engineers, dated December 16, 1999 and revised through January 14, 2000, said point being distant northeasterly 434.38 feet from the intersection of the said easterly line of Central Boulevard produced southwesterly with the southerly line of Commerce Boulevard (80.0 feet wide) and from said point of beginning running (1) Northeasterly and along the said easterly line of Central Boulevard as shown on said subdivision plat. North 17 degrees 37 minutes 01 second East 665.90 feet to we boundary line between the Borough of Carlstadt and the Township of South Hackensack; thence (2) Southeasterly and along we said boundary line between the Borough of Carlstadt and Township of South Hackensack as shown on said subdivision plat, South 56 degrees 57 minutes 17 seconds East 1143.80 feet to the division line between Lot 9.0 and Lot 9.01 in Block 131.1 as shown on said subdivision plat; thence (3) Southwesterly and along the said division line between Lot 9.0 and Lot 9.01 in Block 131.1 as shown on said subdivision plat, South 52 degrees 14 minutes 01 second West 439.38 feet to a point; thence (4) Northwesterly and still along the said division line between Lot 9.0 and Lot 9.01 in Block 131.1 as shown on said subdivision plat North 72 degrees 22 minutes 59 seconds West 852.99 feet to the said easterly line of Commerce Boulevard and the point or place of BEGINNING.

The property and the present use and occupancy thereof are not in violation of any applicable state, county and municipal ordinances, building or zoning regulations, subdivision laws or similar laws, regulations or ordinances.

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The above description being drawn in accordance with a survey prepared by Job & Job, Consulting Engineers, dated November 13, 2000 and revised to December 1, 2000.

For Information Purposes Only: “In compliance with Chapter 157, Laws of 1977, premises herein is Lot 9 in Block 131 on the Tax Map of the above municipality.”

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Schedule “C”

Fixed Rent For the Period From the Commencement Date through September 30, 2015

Lease Year		Annual Fixed Rent		Monthly Fixed Rent
1	10/1/00 to 9/30/01	$	1,650,415.80	$	137,534.65
2	10/1/01 to 9/30/02	$	1,699,798.32	$	141,649.86
3	10/1/02 to 9/30/03	$	2,411,946.24	$	200,995.52
4	10/1/03 to 9/30/04	$	2,479,522.32	$	206,626.86
5	10/1/04 to 9/30/05	$	2,549,697.48	$	212,474.79
6	10/1/05 to 9/30/06	$	2,622,471.72	$	218,539.31
7	10/1/06 to 9/30/07	$	2,697,845.04	$	224,820.42
8	10/1/07 to 9/30/08	$	2,773,218.36	$	231,101.53
9	10/1/08 to 9/30/09	$	2,853,789.84	$	237,815.82
10	10/1/09 to 9/30/10	$	2,934,361.32	$	244,530.11
11	10/1/10 to 9/30/11	$	3,017,531.88	$	251,460.99
12	10/1/11 to 9/30/12	$	3,103,301.52	$	258,608.46
13	10/1/12 to 9/30/13	$	3,194,269.32	$	266,189.11
14	10/1/13 to 9/30/14	$	3,285,237.12	$	273,769.76
15	10/1/14 to 9/30/15	$	3,378,804.00	$	281,567.00

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Schedule “C-1”

Fixed Rent for the Period from October 1, 2015 For the Initial Term and The Option Terms

Total Square Footage 301,827

Period	Annual Rent PSF		Total Fixed Rent		Monthly Fixed Rent
October 1, 2015 to September 30, 2016	$	19.27	$	5,816,206.29	$	484,683.86
October 1, 2016 to September 30, 2017	$	19.85	$	5,990,692.48	$	499,224.37
October 1, 2017 to September 30, 2018	$	20.44	$	6,170,413.25	$	514,201.10
October 1, 2018 to September 30, 2019	$	21.06	$	6,355,525.65	$	529,627.14
October 1, 2019 to September 30, 2020	$	21.69	$	6,546,191.42	$	545,515.95

Total Fixed Rent for Premises From October 1, 2015 for the Initial Term $30,879,029.09

Fixed Rent for Premises for the First Five Year Renewal Term

Period	Annual Rent PSF		Total Fixed Rent		Monthly Fixed Rent
October 1, 2020 to September 30, 2021	$	29.13	$	8,792,220.51	$	732,685.04
October 1, 2021 to September 30, 2022	$	30.00	$	9,055,987.13	$	754,665.59
October 1, 2022 to September 30, 2023	$	30.90	$	9,327,666.74	$	777,305.56
October 1, 2023 to September 30, 2024	$	31.83	$	9,607,496.74	$	800,624.73
October 1, 2024 to September 30, 2025	$	32.79	$	9,895,721.64	$	824,643.47

Fixed Rent for Premises for the Second and Final Five Year Renewal Term

Period	Annual Rent PSF		Total Fixed Rent		Monthly Fixed Rent
October 1, 2025 to September 30, 2026	$	33.77	$	10,192,593.29	$	849,382.77
October 1, 2026 to September 30, 2027	$	34.78	$	10,498,371.09	$	874,864.26
October 1, 2027 to September 30, 2028	$	35.83	$	10,813,322.22	$	901,110.19
October 1, 2028 to September 30, 2029	$	36.90	$	11,137,721.89	$	928,143.49
October 1, 2029 to September 30, 2030	$	38.01	$	11,471,853.55	$	955,987.80

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Schedule “D”
Routine Landlord Maintenance

1. Exterior Walls: Landlord’s maintenance to the exterior precast walls shall include the application of a stain coating approximately one (1) time every five (5) years. In addition, the exterior brick surfaces shall be coated with a waterproofing material such as Prime-A-Pel or an equivalent substitute at least one (1) time every five (5) years. This shall be a common expense and Tenant shall pay its proportionate share.

2. Dock Seals, Dock Shelters, Loading Doors: Tenant agrees that it shall procure a maintenance contract for all dock levelors and loading doors in the Demised Premises at Tenant’s sole cost and expense.

3. Parking and Loading Areas: All paved areas shall be resurfaced approximately once every ten (10) years. This work shall include the removal and replacement of approximately 2” of fine aggregate (FABC), hot bituminous concrete, mix I-5 top course. This shall be a common expense and Tenant shall pay its proportionate share.

4. Roof Areas: Landlord shall perform annual inspections on the roof.

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Schedule “E”

Diagram Of Typical Hitching Post

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Schedule “F”

Copy of the “Comdisco Lease”

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INDEX

ARTICLE		PAGE
1	LEASED PREMISES	3
2	TERM OF LEASE	4
3	RENT	5
4	USE	6
5	REPAIRS AND MAINTENANCE	7
6	UTILITIES	8
7	REAL ESTATE TAXES AND ASSESSMENTS	9
8	INSURANCE	11
9	SIGNS	12
10	FIXTURES	12
11	ASSIGNMENT, SUBLETTING AND RECAPTURE	13
12	DAMAGE AND DESTRUCTION	15
13	CONDEMNATION	19
14	INSPECTION BY LANDLORD	20
15	RIGHT OF RE-ENTRY	21
16	DEFAULT	21
17	NOTICES	22
18	NON-WAIVER	22
19	LIABILITY OF TENANT FOR DEFICIENCY	23
20	RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS	23
21	SUBORDINATION OF LEASE	23
22	LEASE CONSTRUCTION	24
23	MUTUAL RELEASES	24
24	ISRA COMPLIANCE	25
25	BROKERAGE COMMISSION	27
26	CONSENT	27
27	TITLE	27

ARTICLE		PAGE
28	FORCE MAJEURE	28
29	CERTIFICATION BY LANDLORD THAT LEASE IS IN FULL FORCE AND EFFECT	28
30	SHORT FORM OF LEASE	28
31	QUIET ENJOYMENT AND NON-DISTURBANCE	29
32	ARBITRATION	30
33	SPECIAL DAMAGES	30
34	RENEWAL OPTION	30
35	RIGHT OF FIRST OFFER ON EXPANSION SPACE	32
36	RIGHT OF FIRST OFFER TO PURCHASE	33
37	STATEMENT OF COMPETITORS	33
38	ELECTRICAL SUBSTATION	34

2

AGREEMENT OF LEASE

     THIS AGREEMENT, made the                      day of October, 1999, by and between RUSSO FAMILY LIMITED PARTNERSHIP, a New Jersey Limited Partnership, the owner in fee of the leased premises hereinafter described which will be the subject matter of this lease, having a place of business at 71 Hudson Street, Hackensack, NJ, hereinafter referred to as “Landlord”; and COMDISCO, INC., a Delaware corporation, having a place of business at 6111 North River Road, Rosemont, IL 60018, hereinafter referred to as “Tenant.”

WITNESSETH:

     WHEREAS, Landlord is the owner of certain land located on Central Boulevard, in the Borough of Carlstadt, County of Bergen and State of New Jersey, known as part of Lots 9, 9.01 and 9.02 in Block 131, on which premises the Landlord shall complete an office/warehouse building containing approximately 259,908 square feet (the “Building”), of which the Tenant shall lease the entire Building, which premises will be available for occupancy within the time period hereinafter described; and

     WHEREAS, the Tenant is agreeable to leasing office/warehouse space containing the said approximately 259,908 square feet, and the land as hereinafter set forth.

     WHEREAS, Landlord acknowledges that Tenant shall construct, as provided for herein, at its own cost, a mezzanine level for office space, the floor area of which shall be rent-free for the initial Term of this Lease;

     NOW, THEREFORE, the parties agree as follows:

     1. LEASED PREMISES

     The Landlord leases to the Tenant and Tenant hires from the Landlord, for the term, at the rental, and subject to the terms and conditions of this Lease, approximately 259,908 square feet of office/warehouse space, together with parking on-site for 378 vehicles, all as set forth on plans attached hereto and made a part hereof as Schedule “A”. Landlord has the right to relocate approximately 20 spaces along the south side of the Building to other locations along the south side of the Building. Tenant will have the right to construct a platform on the roof of the Building to contain HVAC equipment (or ground mounted), satellite and communications equipment on the roof. The Building will have additional loading doors as specified

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by Tenant’s architect in which event the parking will by adjusted downward accordingly. Also, Landlord will, at Landlord’s expense, install electrical and telecommunications conduits from the street to both the Building and Expansion Space (as defined in Section 36). The total land and buildings shall consist of approximately 12 acres. The Landlord represents that the lowest point of the impervious area adjacent to the Building is at least 6.00 feet above mean sea level and when constructed, the floor plane of the Building will be at least 10.00 feet above mean sea level.

     2. TERM OF LEASE

     (a) The Landlord shall complete its requirements under this lease before July 1, 2000. On July 1, 2000 Tenant shall have access to the Building to complete its requirements for occupancy.

     (b) The term of the Lease shall be for a term of fifteen (15) years and shall commence on October 1, 2000 and terminate on September 30, 2015, unless the Lease shall be terminated in accordance with the provisions hereof or the Termination Date shall be extended as hereinafter provided in this Article.

     (c) Landlord represents and warrants that the Leased Premises will comply with all applicable requirements of State, County, City and local authorities. Landlord shall, at his own cost and expense, promptly execute and comply with any statutes, ordinances, rules, orders, regulations, and requirements of the Federal, State or Municipal Governments (including, but not limited to, the Americans with Disabilities Act), and of their departments or bureaus, which may now or hereafter be applicable to the Leased Premises. Landlord shall promptly correct and abate any such violations not caused by Tenant, at its own cost and expense. Landlord represents that the Leased Premises when completed (i) will comply with applicable governmental requirements (including zoning laws and regulations), (ii) may be lawfully used for office/warehouse purposes by Tenant, and (iii) shall be free of any liens of

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subcontractors, materialmen, and the like, filed pursuant to the New Jersey Mechanics Lien Law (R.S. 2A:44-64, et seq.)

     3. RENT

     As Fixed Rent the Tenant shall pay to the Landlord at the office of the Landlord or at such other place and in such other manner as the Landlord may from time to time designate in writing, in accordance with the following schedule:

     (a) The Fixed Rent during the first year of the lease term shall be at the rate of $1,650,415.80 per annum, payable in equal monthly installments of $137,534.65;

     (b) The Fixed Rent during the second year of the lease term shall be at the rate of $1,699,798.32 per annum, payable in equal monthly installments of $141,649.86;

     (c) The Fixed Rent during the third year of the lease term shall be at the rate of $2,411,946.24 per annum, payable in equal monthly installments of $200,995.52;

     (d) The Fixed Rent during the fourth year of the lease term shall be at the rate of $2,479,522.32 per annum, payable in equal monthly installments of $206,626.86;

     (e) The Fixed Rent during the fifth year of the lease term shall be at the rate of $2,549,697.48 per annum, payable in equal monthly installments of $212,474.79;

     (f) The Fixed Rent during the sixth year of the lease term shall be at the rate of $2,622,471.72 per annum, payable in equal monthly installments of $218,539.31;

     (g) The Fixed Rent during the seventh year of the lease term shall be at the rate of $2,697,845.04 per annum, payable in equal monthly installments of $224,820.42;

     (h) The Fixed Rent during the eighth year of the lease term shall be at the rate of $2,773,218.36 per annum, payable in equal monthly installments of $231,101.53;

     (i) The Fixed Rent during the ninth year of the lease term shall be at the rate of $2,853,789.84 per annum, payable in equal monthly installments of $237,815.82;

     (j) The Fixed Rent during the tenth year of the lease term shall be at the rate of $2,934,361.32 per annum, payable in equal monthly installments of $244,530.11;

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     (k) The Fixed Rent during the eleventh year of the lease term shall be at the rate of $3,017,531.88 per annum, payable in equal monthly installments of $251,460.99;

     (l) The Fixed Rent during the twelfth year of the lease term shall be at the rate of $3,103,301.52 per annum, payable in equal monthly installments of $258,608.46;

     (m) The Fixed Rent during the thirteenth year of the lease term shall be at the rate of $3,194,269.32 per annum, payable in equal monthly installments of $266,189.11;

     (n) The Fixed Rent during the fourteenth year of the lease term shall be at the rate of $3,285,237.12 per annum, payable in equal monthly installments of $273,769.76;

     (o) The Fixed Rent during the fifteenth year of the lease term shall be at the rate of $3,378,804.00 per annum, payable in equal monthly installments of $281,567.00.

     Tenant shall not be charged Rent for the second floor mezzanine referenced in the Construction Specifications through the initial term of this Lease.

     All of the aforesaid rental payments shall be payable without previous demand therefore on the first day of each month in advance.

     Tenant shall pay to Landlord all amounts due hereunder through electronic funds transfer to Landlord’s bank. Landlord shall supply Tenant with all necessary information to effectuate the transfer.

     4. USE

     The Tenant covenants and agrees to use and occupy the Leased Premises for office/warehouse use and Tenant has informed the Landlord, and Landlord acknowledges that Tenant intends to use the Premises for its disaster recovery business. As such, Tenant may not have its employees physically present in the Premises at all times. Such absence shall not be deemed abandonment. Access to the Premises shall be twenty-four (24) hours per day, seven (7) days per week. In addition, Landlord acknowledges that Tenant’s customers will be accessing the Premises for testing and disaster recovery purposes. Tenant’s customer’s access may

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be up to six (6) consecutive weeks, or longer. Such access by Tenant’s customers shall be permitted and shall not be deemed a sublease or an assignment of this Lease. The right of access includes the placement of mobile trailers in the parking lot into which computer equipment will be installed for Tenant’s customers, a satellite dish to be placed on the ground and/or the Building and generators and transformers to be placed on the property. All activities hereto shall be subject to the approval of all governmental agencies having jurisdiction.

     5. REPAIRS AND MAINTENANCE

     (a) Landlord shall maintain the roof and exterior of the Building, parking areas and all driveways, and landscaping, which expenses shall be paid as additional rent. All charges to the Tenant shall be accompanied by invoices or other verification.

     (b) Except as set forth in subparagraph (a) above, Tenant shall take good care of the Premises and at its own cost and expense, keep and maintain the interior of the Premises, and shall make all repairs, including repairs to the HVAC system, at any time during the term of this Lease as and when needed to preserve them in good working order and condition without limiting the obligations of the Tenant as aforesaid, the Tenant shall repair and maintain the air conditioning, electrical, heating and plumbing fixtures and systems, as aforementioned, and shall generally maintain the interior of the Premises and shall, at the expiration of the term, deliver up the Premises in good order or condition, damages by the elements, fire and other causes beyond the reasonable control of Tenant and ordinary wear and tear excepted. Tenant shall maintain the premises consistent with maintenance required by first-class office/warehouse buildings.

     (c) Except for repairs or expenses caused by the negligence of parties other than the Tenant or its invitees and for any repairs or expenses covered by any warranty on the Building, Tenant agrees to pay to Landlord as additional rent all of the actual reasonable expenses incurred by Landlord in maintaining the roof and

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exterior of the Building, parking areas and all driveways, snow plowing, and landscaping, including sewer connection charges.

     (d) Tenant shall pay the aforesaid additional rent for the actual reasonable expenses incurred by the Landlord under this paragraph by the fifth day of the month following the completion of the work or payment of any expenses by the Landlord, as billed by the Landlord.

     (e) Notwithstanding the above, Landlord will be responsible for costs incurred in connection with the original design and construction of the Building, including but not limited to any repair, restoration, capital improvements or maintenance caused by any defects in design or construction of the Building;

     6. UTILITIES

     (a) The Tenant shall, at its own cost and expense, pay for all utilities and utility service to the Premises, including but not limited to gas, heat, electric and water. The Landlord shall not be responsible for, or incur any liability as a result of, interruption of any said utility service, unless caused by Landlord, or its employees or agents.

     (b) The Tenant shall be responsible for, and at its own cost and expense, make such deposit as may be required by utility companies for utility service to the Premises including standby sprinkler charges, if any.

     (c) The Landlord represents to the Tenant that at the commencement of this Lease, gas, heat, electric, water, sewer and storm drain utilities will be available and connected at the Building on the Premises as provided in Landlord’s specifications.

     (d) The Tenant shall have the option, subject to the reasonable approval of the Landlord, which shall not be unreasonably withheld or delayed, to make such changes in the Building as recommended by any of the utility companies or private contractors to lower the costs of such utility.

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     7. REAL ESTATE TAXES AND ASSESSMENTS

     (a) The Tenant, in addition to the rent reserved, shall pay at its own cost and expense, all of the real estate and personal property taxes assessed against the Leased Premises, including the land and Building, including such added assessment or omitted assessment as may be levied against the premises by the Borough of Carlstadt during the term of this lease, said obligation to commence and be prorated as of the Commencement Date of the Lease, and be prorated as of the date of termination or expiration of the term. (Landlord represents to Tenant that Landlord knows of no such assessment). The basis of such proration with reference to local improvement installed and any assessment by a governmental agency shall be the period during the term of this lease that the property is or is likely to be benefited as measured against the life of the benefit, not the date when payments are due, e.g., if the assessment for local improvement were for a sidewalk having a useful life of forty (40) years and the remainder of the term of the lease were four (4) years, the Tenant would be responsible for ten (10%) percent of the assessment.

     (b) It is the intention of the parties hereto that during the term of this lease the Tenant shall, at its own cost and expense, bear, pay and discharge, before any fine, penalty, interest or cost may be added for the nonpayment thereof, all taxes, water, rent, sewer charges, and license and permit fees, (herein called “Impositions”), provided the Landlord furnishes Tenant at least 30 days before due, with the bill covering such Imposition or if there is no bill, then notice of such Imposition, together with any interest or penalties lawfully imposed upon the late payment thereof if imposed because of Tenant’s failure to make timely payment within the time period herein specified, which pursuant to the present or future law or otherwise, during the term hereby granted and any renewal term hereof, shall be levied, charged, or become due and payable out of or for, or become a lien on the premises or any portion thereof, the Building and any building and improvements hereafter erected upon the Leased Premises by the Tenant, the appurtenances thereto, the sidewalks or streets, adjacent

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thereto, any use or occupancy of the land, and such franchises as may be appurtenant to the use and occupation of the Leased Premises EXCEPT income taxes assessed against the Landlord, capital levy, estate, succession, inheritance, or transfer taxes payable by the Landlord, corporate franchises, capital stock, loans and bonus taxes imposed upon any owner of the fee of the Leased Premises, and any income, profits or revenue tax, assessment or charge imposed upon rent as such payable by the Tenant under this lease and any renewal thereof or any tax or charge in replacement or substitution of the foregoing or of a similar character. If at any time during the term of the lease or of any renewal hereof, the present method of taxation shall be changed so that the whole or any part of the real estate taxes, sewer and water charges shall be levied and imposed wholly or partially as a capital levy or otherwise on the rents received from said real estate or the rents reserved herein or in any renewal hereof or any part of either, or shall be measured by or based in whole or in part, upon the Building and improvements now or hereafter erected and maintained upon the Leased Premises, as the sole asset of the Landlord, and shall be imposed upon the Landlord, the Tenant shall pay the same, as the same respectively comes due together with any interest or penalties lawfully imposed upon the late payment thereof if imposed because of Tenant’s failure to make timely payment within the time periods herein specified.

     The Tenant, upon the Landlord’s request, shall furnish to the Landlord and to each holder of the mortgage on the Leased Premises before the date when any tax, water and sewer rent and charges would become delinquent, receipts or other proof reasonably satisfactory to the Landlord or such mortgagee, as the case may be, evidencing the payment of such Imposition.

     Unless the Tenant notifies the Landlord in writing that the Tenant intends within a reasonable time to proceed as in subparagraph (c) hereof provided, and if the Tenant shall fail for thirty (30) days after written notice and demand given to the Tenant by Landlord, to pay any Imposition within the time permitted by law for the

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payment thereof without interest or penalty, the Landlord may pay the same with all interest and penalties lawfully imposed upon the late payment thereof, and the amount so paid by the Landlord with interest thereon [commencing the later of (i) the date of Landlord’s payment or (ii) thirty (30) days after such notice] at the rate of prime plus two (2%) percent per annum from the date of payment by the Landlord, shall thereupon be and become immediately due and payable to the Landlord by the Tenant as additional rent. The basis for proration of the Tenant’s obligations under this subsection 7(b) shall be the period during the term of this lease that the property is or is likely to be benefited as measured against the life of the benefit. [See example in Article 7(a)].

     (c) In the event the Tenant wishes to contest any assessment or levy or Impositions on the Leased Premises, the Landlord covenants and agrees that it will lend its name and execute all papers necessary to aid the Tenant in contesting or litigating said assessment or levy provided, however, that said litigation or contest shall be at the cost and expense of the Tenant, and that the Tenant shall indemnify the Landlord from any fines or penalties, which may be occasioned as a result of any such contest, and Tenant shall be entitled to any refunds from the taxing authorities.

     (d) Landlord shall have the option, upon thirty (30) days written notice to Tenant, to require the Tenant to pay the real estate taxes in monthly installments in advance.

     8. INSURANCE

     (a) The Landlord shall carry for the joint benefit of the Landlord and the Tenant fire insurance, general public liability insurance, rent insurance and flood insurance in an amount equal to the replacement value of the Building and not less than the requirements of the mortgagee holding the mortgage on said premises. At the time of completion, the value of the Building will be approximately $20,000,000.00. Tenant shall pay to Landlord on an annual basis, in advance, the cost of said insurance.

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Tenant shall pay said annual cost for the insurance every year during the term of the Lease and Landlord shall provide Tenant each year with copies of the binder and bill.

     (b) In addition, Tenant, at its expense, shall maintain public liability insurance, casualty and extended coverage insurance of Tenant’s improvements, contents and personal property at the Leased Premises for replacement value thereof.

     (c) No insurance to be provided by the Tenant pursuant to this Lease shall be required to be in effect prior to the commencement of the term hereof.

     9. SIGNS

     The Tenant shall have the right to erect and maintain one (1) or more ground signs on the Premises, provided same complies with all regulations of applicable governmental agencies having jurisdiction thereof, and provided the installation has received prior written approval of the Landlord, which approval shall not be unreasonably withheld or delayed, that the erection of such sign or signs will not result in material damage to the leased premises upon removal. In addition, Landlord consents to the Tenant mounting a sign on the Building provided no penetrations are made in the brick on the Building. All signs shall be the property of Tenant and removed by the Tenant at the termination of this Lease without damage to the Premises.

     10. FIXTURES

     Tenant is given the right and privilege of installing and removing property, equipment and fixtures in the Leased Premises during the term of the Lease, it being understood and agreed, however, that in the event of the termination or expiration of this Lease, if the Tenant fails to remove any such property, equipment, fixtures or other property as of the termination of the Lease, in that event and provided the Landlord has given Tenant at least ten (10) days’ notice of Landlord’s intent to treat said property as abandoned, the said property, equipment and fixtures shall be deemed abandoned by Tenant and shall become the property of the Landlord, and

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Tenant shall be responsible for all costs incurred by the Landlord in removing said fixtures.

     11. ASSIGNMENT, SUBLETTING AND RECAPTURE

     Tenant may assign this lease in whole or in part or sublease all or part of the premises to any party, subject to the following:

     (a) Tenant may, at any time and from time to time, during the term of this lease, give Landlord notice of Tenant’s intention to seek to sublease all or part of the premises or to assign this lease as to all or part of the premises. Such notice shall designate (i) if a partial subletting or assignment is contemplated, the specific part of the premises to be covered by such subletting or assignment; (ii) if a subletting is contemplated, the period of such subletting; and (iii) the name and address of the contemplated sublessee or assignee, if known. Such notice shall be accompanied by a copy of a letter of intent, if any, and by such other information as may be available in written or graphic form and describe the negotiations or discussions between the parties to the contemplated assignment or sublease. For a period of fifteen (15) days from the giving of such notice, Landlord shall have a recapture option, only if seventy five (75) percent or more of the premises is sought to be assigned or subleased, whereby, in effect Landlord may cancel this lease as to all or the part of the premises (as the case may be), for the remainder of the lease term or any extended term, with the basic rent thenceforth payable under this lease and the proportionate share used in computing additional rent thenceforth payable under this lease to be reduced so as to reflect the reduction of the area of the premises resulting from such recapture. Such recapture option shall be exercised by Landlord’s giving Tenant notice of such exercise prior to the expiration of such recapture option period. Upon exercise of such recapture option Landlord and Tenant shall execute and deliver such instruments as shall be necessary to effectuate the above recapture provisions, to provide that for the remainder of the lease term or any extended term Tenant be entirely relieved of any and all obligations accruing after the effective date of the recapture as to the

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portion of the premises recaptured. Landlord and Tenant shall, at the request of either party, execute a memorandum in recordable form to memorialize said recapture. At the expiration of the period of time covered by the recapture the portion of the premises recaptured shall revert back to Tenant and this lease shall continue in full force and effect as if the recapture had not occurred. During the period of such recapture, alterations to the recaptured space shall be subject to Tenant’s consent, which consent shall not be unreasonably withheld or delayed. The recaptured space, including leasehold improvements thereto, which are not the property of the occupant of such space during the recapture period, shall, at the time said space reverts to Tenant, be in the same condition, subject to reasonable wear, tear and damage by fire, the elements, casualty, or other cause not due to the neglect of Landlord, such occupant or their agents, visitors, servants or licensees, as existing at the commencement of the recapture period.

     Notwithstanding the foregoing, in the event the Landlord elects to recapture the entire Leased Premises in response to due notice from the Tenant, the Tenant shall be relieved of any further obligation under this lease for the balance of the term, regardless of the fact that the term of the lease, by the Tenant, was less than the full term of the lease, (e.g., after the end of the first lease year Tenant gives Landlord notice of the proposed sublease of the entire premises for two (2) years, and the Landlord elects to recapture, the Tenant shall have no further obligation to perform under any of the terms and conditions of the lease). If Landlord recaptures, Tenant shall be reimbursed for cost of its improvements on a pro rata basis. All prepaid rents and security deposits shall be promptly returned to Tenant.

     (b) In the event that the Landlord has, but fails to exercise, the recapture option as described in Paragraph (a) of this Article, the Tenant may proceed in accordance with the notice of intention given by Tenant, to assign this lease or sublet the whole or any portion of the premises, subject to the Landlord’s prior written consent, which

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consent will be granted or denied within ten (10) days, which consent shall not be unreasonably withheld or delayed on the basis of the following terms and conditions:

     (i) Tenant shall furnish Landlord a copy of the proposed instrument of such sublease or assignment;

     (ii) The assignee shall assume, by written instrument, the obligations of this lease, (but only to the extent they pertain to the space covered by the assignment if less than the entire premises) for the period from and after the date of such assignment and a copy of such assumption agreement shall be furnished to the Landlord within ten (10) days of its execution;

     (iii) The Tenant and each assignee shall be and remain liable for the observance of all the covenants and provisions of this lease, (but only to the extent they pertain to the space covered by the assignment if less than the entire premises) including, but not limited to, the payment of basic and additional rent reserved herein, thereafter through the entire unexpired term of this lease;

     (c) Landlord’s consent shall not be required with respect to an assignment or transfer of this lease, or a subletting to any affiliate of the Tenant, or any firm, corporation or other organization which shall succeed to substantially all of Tenant’s business, or to any affiliate, provided that such successor firm, corporation or other organization executes an agreement assuming all of the terms, provisions and covenants of this lease on Tenant’s part to be performed and within twenty (20) business days after the execution and delivery of such an assignment, a true copy of the assignment and assumption agreement, together with a statement of the assets and net worth of the assignee are delivered to the Landlord.

     12. DAMAGE AND DESTRUCTION

     (a) If all or any part of the Leased Premises is damaged or destroyed by fire or other casualty, Landlord shall commence promptly, subject to the approval of

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governmental agencies having jurisdiction, and with reasonable dispatch continue to restore same to substantially the same condition as existed immediately preceding the damage or destruction. If the cost of the casualty is $100,000 or less, then Landlord shall restore the Premise at his sole cost and expense and then await the insurance proceeds.

     (b) The loss, if any, under policies pursuant to this lease shall be adjusted with the insurers by the Landlord. The loss as adjusted shall be paid to the Landlord to rebuild the property.

     (c) The net insurance proceeds which are payable to the Landlord in case of any casualty shall be deposited by it in an escrow account in the name of any escrowee selected by the Landlord and approved by the Tenant, or in the event there is an institutional first mortgagee, such lender shall have the right to act as escrowee. Such insurance proceeds shall be paid in escrow by such escrowee as a trust fund for the purpose of paying for the cost of repairing, replacing, restoring or rebuilding the property or equipment so damaged by fire or other risks covered by such insurance and the cost of making temporary repairs or doing such work as may be necessary to protect the Leased Premises against further injury. Such insurance proceeds shall be disbursed by such escrowee in accordance with the provisions of subparagraph (f) of this paragraph. The escrowee shall be entitled to no compensation payable out of such fund. If the net insurance proceeds held by the escrowee, as provided in this subparagraph, shall exceed such cost, such excess shall belong to and be paid over to the Landlord upon completion of and payment for such work.

     (d) Any repair, replacement, restoration or rebuilding required to be made under this paragraph involving an estimated cost of $100,000.00 or more, as estimated by a reputable architect selected by the Landlord and approved by Tenant shall be made under the supervision of such architect and shall not be undertaken until detailed plans and specifications of such work shall have been filed with and approved by the Tenant. The Tenant shall not unreasonably withhold or delay its approval to the plans

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and specifications submitted to, and if Tenant fails to respond by either approving or stating its reasons for not approving within fifteen (15) business days after delivery thereof to it, they shall be deemed approved by the Tenant. If the Tenant disapproves of such plans and specifications within such period of time, such disapproval shall be in writing and shall specify the grounds therefore. Upon such disapproval, and if the parties cannot resolve their differences within twenty (20) days, the Landlord may submit to arbitration, in accordance with the provisions of this Lease, the determination of whether the Tenant has unreasonably withheld its approval. If the Tenant is held not to have unreasonably withheld its approval, the Landlord shall amend the plans and specifications to meet the problem specified as the grounds for Tenant’s disapproval and thereafter resubmit the plans and specifications, as so amended, to the Tenant for the Tenant’s approval.

     (e) Any monies paid to the parties or to any escrowee of the parties or to the person hereafter described in this subparagraph, as the case may be, shall be paid as the work progresses against the certificates of the architect in charge of such repairs, replacement and restoration, or rebuilding showing that the amount stated in the particular certificate has been paid or is due in respect of such work, together with the names and addresses of the persons, if any, to whom such amounts are due. Until such repairs, replacement, restoration or rebuilding shall have been fully completed, the total so paid over shall in no circumstances exceed eighty-five (85%) percent thereof.

     (f) There shall be an abatement or pro-rata reduction of Fixed Rent and other sums payable by the Tenant hereunder immediately (and Landlord shall be entitled to collect the rent insurance) by reason of any damage or destruction to any building or equipment or any part thereof now or hereafter on the Leased Premises, or by reason of any repair, replacement, restoration or rebuilding, and the Tenant shall be entitled to terminate the Lease by reason thereof, in the event Landlord does not notify Tenant

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within thirty (30) days of the casualty that it intends to restore the premises, or if the premises are not fully restored within ninety (90) days of the casualty.

     (g) In the event the insurance proceeds are insufficient to repair, replace, restore or rebuild the property and equipment on the Leased Premises, the Landlord shall be responsible for and shall promptly pay any deficiency therein.

     (h) If the damage shall occur in the last two (2) years of the term and/or shall be so extensive that the Building is totally destroyed (the Building shall be deemed totally destroyed if the cost of restoration shall exceed fifty (50%) percent of the replacement value, exclusive of the cost of foundation and excavation) this lease and the term hereby granted shall at the option of either party cease and the rent shall be apportioned to the date of destruction. In the such event the insurance proceeds covering Landlord’s interest shall be turned over to and belong to the Landlord, if the policy permits.

     (i) If the Leased Premises is substantially damaged or destroyed by a casualty which is not covered by the insurance that Tenant is required to maintain pursuant to this lease and Landlord is not carrying additional insurance that would cover said casualty, either party shall have the right to terminate this lease by giving notice to the other party, which notice of termination shall be thirty (30) days after the date on which such notice of termination is given, and (i) upon the date specified in such notice, this lease and the term hereof shall cease and expire, and (ii) Fixed Rent or other sums paid by the Tenant for a period after such date of termination shall be refunded to Tenant upon demand, as well as the security deposit and prepaid rent paid hereunder.

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     13. CONDEMNATION

     (a) If the whole of the Premises shall be taken under the exercise of the power of condemnation or eminent domain, then this Lease shall automatically terminate on the date that title or possession is taken by the condemner, whichever occurs first, and the rent shall be apportioned as of said date. If any part of the Premises be so taken so as to materially restrict, limit or adversely affect the use, occupancy or enjoyment of Tenant, then Tenant shall have the option to terminate this Lease by thirty (30) days’ written notice to the Landlord, which notice must be given within ninety (90) days after possession or title on the partial taking is obtained by condemner, and the rent shall be apportioned on the effective date of termination of the Lease by Tenant.

     (b) If any part of the Premises shall be so taken and this Lease shall not terminate or be terminated under the provisions of subparagraph (a) hereof, then the rental shall be equitably apportioned according to the square footage of the Premises, and the Landlord shall, at its own cost and expense, restore the remaining portion of the Premises to the extent necessary to render it reasonably suitable for the purposes for which it was leased, shall provide finished parking facilities equivalent to those originally furnished to Tenant, and shall make all repairs to the Building in which the Premises is located to the extent necessary to constitute the Building a complete architectural unit, provided, however, that if the amount of the award received by Landlord is not adequate to cover the cost of such restoration or repairing, Landlord may elect by written notice to Tenant to that effect to terminate this Lease.

     (c) Notwithstanding the provisions of this Lease, Tenant’s use, occupancy or enjoyment of the Premises will be deemed materially restricted if any portion of the Building or ground area of sufficient size to deprive Tenant of ten percent (10%) or more of the available parking area on site at the commencement of the term shall be taken under the exercise of the power of condemnation or eminent domain.

     (d) All compensation awarded or paid upon such a total or partial taking of the Premises shall belong to and be the property of the Landlord, provided, however, that

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nothing contained herein shall be construed to preclude the Tenant, as permitted by law, from prosecuting any claim directly against the condemning authority in such condemnation proceedings for loss of business, relocation costs or depreciation to, damage to, or cost of removal of, or for the value of stock, trade fixtures, furniture, and other personal property belonging to Tenant.

     (e) Notwithstanding the foregoing, all rights of the Landlord and Tenant to share in the condemnation award shall be subject to the prior right of the institutional first mortgage lender to receive all such condemnation funds to the extent of the balance then due on the first mortgage.

     14. INSPECTION BY LANDLORD

     Landlord’s agents, and other representatives, shall have the right to enter into and upon said premises accompanied by a representative of Tenant, or any part thereof, at all reasonable hours during a normal workday, if it does not interrupt Tenant’s workday, for the purpose of examining same, or making such repairs or alterations therein as may be necessary for the safety and preservation thereof, without unduly disturbing the operations of the Tenant. Landlord may exercise such right except for emergencies only upon written notice provided to the Tenant at least one week in advance and such notice shall specify the basis upon which such right of entry is intended to be exercised. Landlord may not exercise such right of entry more frequently than once in any two-month period.

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     15. RIGHT OF RE-ENTRY

     If the said premises, or any part thereof, shall become vacant due to the Tenant’s removal and failure to pay rent and other charges payable hereunder during the term, or should the Tenant be evicted by summary proceedings or otherwise, the Landlord or Landlord’s representatives may reenter the same, and re-let the said premises as the agent of the said Tenant and receive the rent thereof; applying the same first to the payment of such reasonable expenses as the Landlord may be put to in reentering, and then to the payment of the rent due hereunder; the balance (if any) to be paid over to the Tenant who shall remain liable for any deficiency.

     16. DEFAULT

     (a) It is expressly understood and agreed that subject to the terms and conditions of within lease, in the event there is a default in payment of the fixed rent, or if default be made in the payment of the additional rent or other monetary obligations hereunder to be paid for by the Tenant, and such default shall continue for a period of fifteen (15) days after written notice, then in that event, Landlord may institute the legal proceedings to dispossess the Tenant; or

     (b) If the Tenant shall default under any other provisions of this lease other than such requiring monetary payments, the Tenant shall cure same within thirty (30) days of written notice from the Landlord, or if such condition cannot be corrected within thirty (30) days, Tenant shall commence to cure such default within thirty (30) days and complete said curing within a reasonable time;

     (c) If the Tenant shall fail to comply with any of the statutes, ordinances, rules, orders, regulations and requirements of the Federal, State and City Government required to be complied with by Tenant pursuant to the terms of this lease, or if the Tenant shall file a petition in bankruptcy or arrangement, or be adjudicated a bankrupt or make an assignment for the benefit of creditors or take advantage of any insolvency act, and such action is not rescinded within sixty (60) days, the Landlord may, at any time thereafter terminate this lease and the term thereof, and upon the giving of such

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written notice, the lease and the term thereof shall terminate, expire and come to an end on the date fixed in such notice as if said date were the date originally fixed in this lease for the termination or expiration thereof, subject to the provisions of Subparagraph (c) hereunder.

     (d) In the event Tenant shall fail to pay rent and/or additional rent when due, then, in addition to the Landlord’s rights as contained in this Article 16, interest shall accrue thereon at a fluctuating per annum rate equal to the sum of the prime rate of Chase Manhattan Bank, N.A., plus two (2) percentage points from the fifth date after the due date to the date of payment.

     (e) In the event of the occurrence of an event of default by Landlord hereunder, Tenant, may, at its sole discretion, exercise any or all of the remedies as may be available to Tenant at law or in equity.

     17. NOTICES

     All notices required or permitted to be given to the Landlord shall be in writing and given by hand or certified mail, return receipt requested, addressed to the Landlord at 71 Hudson Street, Hackensack, New Jersey 07601.

     All notices required to be given to the Tenant shall be in writing and given by hand or certified mail, return receipt requested, addressed to the Tenant at 6111 N. River Road, Rosemont, IL 60018, Attn: Director of Real Estate, with a copy to Tenant’s General Counsel at same address.

     Either party may change the address for notification hereunder by a notice given in conformance with this Section 17.

     18. NON-WAIVER

     The failure of the Landlord or Tenant to insist upon strict performance of any of the covenants or conditions of this lease or to exercise any option herein conferred in any one or more instances, shall not be construed as a waiver or relinquishment for the failure of any such covenants, conditions, or options, but the same shall be and remain in full force and effect.

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     19. LIABILITY OF TENANT FOR DEFICIENCY

     In the event that this Lease shall terminate by reason of the re-entry of the Landlord under the terms and conditions contained in this lease or by the ejectment of the Tenant by summary proceedings or otherwise, it is hereby agreed that the Tenant shall remain liable to pay in monthly payments the rent which accrued subsequent to the re-entry by the Landlord, and the Tenant expressly agrees to pay as damages for the breach of the covenants herein contained, the difference between the rent reserved and the rent collected and received, if any, by the Landlord, during the remainder of the unexpired term, and such difference or deficiency between the rent herein reserved and the rent collected, if any, shall become due and payable in monthly payments during the remainder of the unexpired term, as the amounts of such difference or deficiency shall from time to time be ascertained, provided such damages are permitted by law applicable in this jurisdiction. Tenant shall be entitled to a credit for any prepaid rent paid hereunder.

     20. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS

     Tenant may not make any alterations to the Building, consisting of the foundation, skin, roof and windows (except that Tenant may cover any windows for data center purposes) of the Building. Tenant may, upon notice to, but without consent of, the Landlord, make any alterations to the Premises as is necessary for its business. In addition, Tenant has the right to construct a second floor mezzanine level consisting of approximately 41,919 square feet as per the Construction Specifications. At the termination of the lease, the Premises shall be restored to its original condition, as delivered by the Landlord, at the Landlord’s request.

     21. SUBORDINATION OF LEASE

     (a) This Lease shall be subject and subordinate at all times to the lien of any mortgages now or hereafter placed on the land and buildings of which the Premises form a part. The Tenant covenants and agrees to execute and deliver upon demand

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such further instrument or instruments subordinating this Lease to the lien of any such mortgage or mortgages as shall be desired by any mortgagee or proposed mortgagee. Tenant further acknowledges that Landlord may be required by any mortgagee or proposed mortgagee to assign this Lease as additional security for any mortgage or proposed mortgages, and Tenant agrees that it will upon demand join with Landlord in the execution of any such assignment or agreement, which may in form for recording, as any such mortgagee or proposed mortgagee may reasonably require. Tenant’s failure to comply on demand with the provisions hereof shall constitute a default under this Lease.

     (b) It shall be a condition to Tenant’s obligation under this Article of the Lease to subordinate this Lease to any mortgage on or hereafter placed on the land and buildings of which the Premises form a part, that Tenant be furnished a non-disturbance agreement (in form reasonably acceptable to Tenant) from the mortgagee, trustee or holder of any such mortgage agreeing that as long as Tenant does not commit an Event of Default pursuant to this Lease that Tenant’s possession of the Premises hereunder shall not be disturbed. There shall be no cost to Tenant in obtaining the non-disturbance agreement and Landlord shall pay all costs in connection therewith.

     22. LEASE CONSTRUCTION

     This Lease shall be construed pursuant to the laws of the State of New Jersey. The terms, covenants and conditions of the within Lease shall be binding upon and inure to the benefit of each of the parties hereto, their respective executors, administrators, heirs, successors and assigns, as the case may be. The neuter gender, when used herein, shall include all persons and corporations and words used in the singular, shall include words in the plural where the text of the instrument so requires.

     23. MUTUAL RELEASES

     The Tenant hereby releases the Landlord, and the Landlord hereby releases the Tenant from any liability arising out of loss covered by any insurance policy, unless

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caused by the neglect of Landlord or Tenant. It is understood and agreed that all such policies will contain the following clause or other clause of similar import:

     “Neither party shall be liable or responsible for, and each party hereby releases the other from all liability and responsibility to the other and any person claiming by, through or under the other, by way of subrogation or otherwise, for any injury, loss or damage to any person or property in or around the Leased Premises or to the other’s business covered by insurance carried or required to be carried hereunder, irrespective of the cause of such injury, loss or damage, and each party shall require its insurers to include in all of such party’s insurance policies which could give rise to a right of subrogation against the other a clause or endorsement whereby the insurer waives any rights of subrogation against the other or permits the insured, prior to any loss, to agree with a third party to waive any claim it may have against said third party without invalidating the coverage under the insurance policy.”

     24. ISRA COMPLIANCE

     (a) Tenant shall, at Tenant’s own expense, comply with the Industrial Site Recovery Act, N.J.S.A. 13: 1K-6, et seq., and the regulations promulgated thereunder (“ISRA”) in the event of closing, termination or transfer of Tenant’s operation at the Premises. In the event that compliance with ISRA becomes necessary at the Premises due to any action on the part of, or with regard to, Landlord including, but not limited to, Landlord’s execution of a Sales Agreement for the Premises, any change in ownership of the Premises, the initiation of bankruptcy proceedings with regard to Landlord, Landlord’s financial organization, sale of the controlling share of Landlord’s assets, or sale of Landlord, and to the extent ISRA compliance is required, Landlord shall comply with ISRA with regard to the Premises at Landlord’s own expense. Tenant shall also provide all information within Tenant’s control requested by Landlord of the New Jersey Department of Environmental Protection (“NJDEP”) for preparation of non-applicability affidavits, if applicable, and Tenant shall promptly execute such

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affidavits should the information contained therein be found by Tenant to be complete and accurate. Tenant shall be responsible for that portion of the costs of ISRA compliance, which are applicable to Tenant’s discharge of toxic or hazardous substances or wastes at or about the Premises occurring during the term of this Lease. Tenant shall provide Landlord all information requested by Landlord reasonably necessary to complete ISRA compliance process.

     (b) Landlord represents and warrants to Tenant that as of the commencement date of the Lease the Premises are in compliance in all material respects with the provisions of all federal, state and local environmental, health and safety laws, codes and ordinances and all rules and regulations promulgated thereunder.

     (c) Landlord shall indemnify, defend and hold Tenant harmless from and against any and all claims, losses, liabilities, lawsuits, damages and expenses (including, but not limited to, business interruption costs and reasonable attorney’s fees arising by reason of any of the aforesaid or an action against Landlord under this indemnity) arising directly or indirectly from, out of, or by reason of (i) any breach of this paragraph occurring during the term of this Lease, (ii) any spills or discharges of toxic or hazardous substances or wastes at the Premises which occurred prior to or during the term of this Lease other than those caused by the action or omission of Tenant, or (iii) Landlord’s failure to provide all information, make all submissions and take all actions required by the DEP.

     (d) Landlord shall, at Landlord’s own expense, prepare all submissions required by ISRA including, but not limited to, General Information Submissions, Site Evaluation Submissions, Sampling Plans, Negative Declarations and Cleanup Plans, and shall implement and complete same to the satisfaction of the DEP.

     (e) Landlord shall, at Landlord’s own expense, undertake and provide all financial assurances required by ISRA and the DEP.

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     (f) Tenant shall cooperate with Landlord by supplying to Landlord all information within Tenant’s control, to the extent that the ISRA compliance process requires information within Tenant’s control, at no cost to Landlord.

     (g) Tenant represents that its SIC number is 7377.

     25. BROKERAGE COMMISSION

     Landlord and Tenant each represent to the other that they have dealt with no broker except JGT Company, in connection with this transaction. Each agrees to indemnify and hold the other harmless against all claims, losses, liability, costs, and expenses (including reasonable counsel fees and expenses) resulting from a breach by the indemnitor of such representation. The representations and obligations contained in this paragraph shall survive the termination of this Lease. However, the provisions of this paragraph shall not be deemed or construed as a covenant for the benefit of any third party. The Landlord shall pay the commission pursuant to separate agreement. Tenant has not entered into any agreement with the broker beyond this transaction. Tenant does not agree to the use of or payment of a commission the broker for any renewal or extension of this Lease, except pursuant to a written agreement with the broker at the time of such renewal or extension. Landlord agrees to indemnify and hold Tenant harmless against any claim for commission for any renewal or extension not specifically agreed to by Tenant.

     26. CONSENT

     Whenever the prior consent or approval of either party hereto is required by the provisions of this Lease, the same shall not be unreasonably withheld and/or delayed and such consent shall be deemed given if no notice of being withheld is made within ten (10) days.

     27. TITLE

     Landlord warrants and represents to Tenant that Landlord has the power and authority to enter into this Lease for the term hereof, (including the renewal term); that Landlord is the owner of the fee simple to the Premises; and that title to the

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Premises is and shall continue to be free and clear of any liens and encumbrances except for those set forth on Schedule “C”.

     28. FORCE MAJEURE

     If either party shall be prevented or delayed from performing any obligation or satisfying any condition under this Lease by any strike, lock-out, labor dispute, inability to obtain labor or material, act of God, government restriction, regulation or control, or civil commotion, insurrection, sabotage, fire or other casualty or by any other events similar to the foregoing beyond the control of such party then the time to perform such obligation or satisfy such condition shall be postponed by the period of time consumed by the delay. If either party shall, as a result of any such event, be unable to exercise any right or option within the time limits provided therefore in this Lease, the time for exercise thereof shall be postponed for the period of time consumed by such delay.

     29. CERTIFICATION BY LANDLORD THAT LEASE IS IN FULL FORCE AND EFFECT

     Upon request of Tenant, at any time or from time to time, Landlord agrees to execute and deliver to Tenant within ten (10) days after such request, a written instrument duly executed (a) certifying that this Lease has not been modified and is in full force and effect or if there has been a modification of this Lease that this Lease is in full force and effect as modified, and stating such modifications (b) specifying the dates to which the Fixed Rent and additional rent have been paid; and (c) stating whether or not, to the knowledge of the party executing such instrument, that Tenant is in default and, if Tenant is in default, stating the nature of such default.

     30. SHORT FORM OF LEASE

     The parties hereto further covenant and agree that they will at the time of commencement of the term of this Lease, execute and deliver a short form memorandum of lease duly acknowledged and in recordable form setting forth, among other things, the name and addresses of the parties, a reference to this Lease and its

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date, the description of the Premises and the date of the commencement and termination of the Lease, and such other terms and conditions of this Lease other than the rental provisions as the parties may agree upon, but failure to agree upon such other terms and conditions to be set forth in such memorandum of lease shall not affect or impair the validity of this Lease of the obligations of the parties hereunder. The short form of lease may be recorded at the option of the Tenant, the Tenant being responsible for the costs of recording.

     31. QUIET ENJOYMENT AND NON-DISTURBANCE

     The Landlord covenants and agrees that the Tenant, upon payment of the Fixed Rent and Additional Rent reserved herein, and upon observing and keeping the covenants, agreements and stipulations of this Lease on its part to be kept, shall lawfully, peaceably and quietly hold, occupy and enjoy the Leased Premises during the term without hindrance, ejection or molestation.

     Landlord shall deliver to Tenant, upon execution of this Lease, a non-disturbance agreement from its lender,                                                             , satisfactory to Tenant’s counsel. In addition, Landlord shall use its best efforts to obtain a non-disturbance clause from any future lender for the term of this Lease or renewal thereof at Landlord’s sole cost and expense.

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     32. ARBITRATION

     If under this Lease any dispute is to be referred to arbitration, such dispute shall be settled by the Rules of the American Arbitration Association. The complaining party shall give notice specifying the demand for arbitration, each issue to be arbitrated and the name of the person it has designated as its impartial arbitrator. The party receiving such notice will appoint an impartial arbitrator and the two appointed arbitrators shall select a third arbitrator. If agreement on the third arbitrator cannot be reached, then the Judge of the Superior Court of New Jersey shall select such third arbitrator. The arbitrators shall decide the specific issues referred to them and any decisions shall be binding upon the parties. Landlord and Tenant shall each pay their own arbitrator and share the cost of the third arbitrator.

     33. SPECIAL DAMAGES

     NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES AS A RESULT OF A BREACH HEREOF EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     34. RENEWAL OPTION.

     Comdisco shall have the right to renew the original Lease for two (2) five (5) year periods, by providing owner with twelve (12) months prior written notice. The rental rate structure shall be 100% of the “Current Market Rental Rate” for comparable first class office buildings/warehouses in the Pertinent Market. Thereafter, for the remainder of the renewal term, there shall be a three (3) percent annual increase. For purposes of this Lease, the term “Current Market Rental Rate” shall mean a rate comprised of the prevailing base rental rate for tenants per square foot of rental area available in the Pertinent Market. Any such Rate shall take into account any market concessions such as tenant improvements, free rent, constructions allowance, rent abatement, moving allowance, etc. and comparable leases (on the bases of factors such as, but not limited to, size and location of space and commencement dated and term of lease), if any, recently executed for space in the

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Building and other office buildings/warehouses in the Pertinent Market which are comparable to the Building in reputation, quality, age, size, location and level and quality of services provided (the foregoing factors not being exclusive in identifying comparable buildings) and which are not for any reason (such as, without limitation, economic distress) market anomalies. For the purposes hereof, “Pertinent Market” shall mean within ten (10) miles of the location of the Premises. If Landlord and Tenant do not agree on the Current Market Rental Rate fifteen (15) months before the termination of the then existing term, each party shall appoint an arbitrator who shall be a licensed real estate broker of the State of New Jersey, who shall be active in commercial rentals in the Pertinent Market or an appraiser qualified as an M.A.I. having an office in New Jersey. Such appointment shall be made by each party within thirty (30) days after notice of the necessity of arbitration, and each party shall advise the other of their choice. On the failure of either party to appoint an arbitrator within ten (10) days after notification of the appointment by the other party, the person appointed arbitrator may appoint an arbitrator to represent the party in default, which arbitrator shall not have served previously in a similar capacity for, or been otherwise employed by, the non-defaulting party. The two arbitrators appointed in either manner shall then proceed to make the determination of the Current Market Rental Rate for the renewal period and the mutual decision of the two arbitrators shall be binding on the parties. In the event of their inability to reach a result, they may select a third arbitrator, who shall not have served previously in a similar capacity for, or been employed by, either party. If the two arbitrators are unable to agree on a third arbitrator, a then sitting Judge of the Superior Court of New Jersey shall appoint the third arbitrator. The third arbitrator shall choose one of the two appraisals closest to market value and his determination shall be final and binding upon the parties. For this calculation, the building shall be a total of 301,827 square feet, consisting of 259,908 square feet on the first (1^st) floor and 41,919 square feet on the second (2^nd) floor.

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     35. RIGHT OF FIRST OFFER ON EXPANSION SPACE.

     The expansion space shall be defined as the adjacent site to the south of the property known as Block 131.1, part of Lots 9, 9.01, and 9.02 which the Landlord is currently contemplating a proposed 187,000 square foot light industrial and distribution building, (“Expansion Space”).

     During the Term of the Lease, including any Renewal Term (s), the Landlord hereby grants the Tenant the following rights with respect to the Expansion Space:

     (a) At any time after the commencement of the Initial Term, the Landlord agrees o notify Tenant in writing when the Landlord is having active, continuous and ongoing negotiations with a prospect for the Expansion Space. Within seven (7) business days of Tenant’s receipt of Landlord’s notice, Tenant shall notify Landlord of Tenant’s interest in proceeding to negotiate for the Expansion Space on a non-exclusive basis. The parties shall negotiate in good faith. The Landlord shall be free to continue negotiations with any prospect and Tenant simultaneously. In the event the Tenant fails to notify the Landlord of its interest in pursuing negotiations on the Expansion Space, the Landlord shall be free to negotiate with the prospect without any further obligation to Tenant. The Landlord’s obligation to notify Tenant shall be continuous until the property is developed.

     (b) At any time after two (2) years from the commencement of the Initial Term, if the Expansion Space becomes available, as an initial development of vacant office/warehouse space, the Landlord shall give written notice to the Tenant of such availability and for a period of thirty (30) days, the parties shall exclusively negotiate in good faith for the Tenant to occupy the Expansion Space.

     (c) All notices hereunder shall be sent via certified mail, return receipt requested and addressed as required under the Lease. Notices shall be deemed received on the actual receipt of such notice.

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     36. RIGHT OF FIRST OFFER TO PURCHASE

     Tenant shall be granted a right of first offer to negotiate for the purchase of the Building. Landlord agrees to provide Tenant with written notice of the availability of the Building for sale and offer the Building in its entirety to Tenant on such terms and conditions as Landlord would offer to third parties, as determined by Landlord in its sole and absolute discretion, prior to marketing said space to third parties. Tenant shall have sixty (60) days from the date of Landlord’s Notice to respond in writing to the same. If Landlord has not received a written response by the end of said sixty (60) day period or if Tenant declines to accept Landlord’s offer or makes a counteroffer which Landlord shall reject, in writing, as unacceptable in Landlord’s sole and absolute discretion, Landlord shall thereafter be free to market the Building and sell the Building for not less than the counter-offer submitted by Tenant If Landlord and Tenant agree on terms for the sale of the Building, but are subsequently unable, in good faith, to consummate an agreement with respect thereto acceptable to both Landlord and Tenant, Landlord shall thereafter be free to market the Building and sell the Building on such terms and conditions as landlord shall determine, in its sole and absolute discretion, without any further obligation to offer said Building again to Tenant.

     37. STATEMENT OF COMPETITORS

     Landlord agrees that it will not lease space in the Expansion Space to or maintain any sign for any competitor of Tenant’s Business Recovery Services Division, including but not limited to IBM, GE Capital, IBM Business Recovery Services or Sunguard Business Recovery Services without Tenant’s prior written consent. For so long as this Lease, including any Renewal or Expansion hereof, as provided in Sections 34 and 35, respectively, is in full force and effect, Landlord agrees not to sell the Building to a competitor of Tenant, including but not limited to IBM, GE Capital, IBM Business Recovery Services and Sungard Business Recovery Services.

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     38. ELECTRICAL SUBSTATION

     The Landlord shall design and provide at no cost to the Tenant an area on site sufficient to house an electrical substation which will be constructed by Tenant. In the event that in the future the Landlord requires additional electrical service from the substation, provided that Landlord’s use does not interfere with Tenant’s use of the substation, including but not limited to degradation of electrical power, it shall have the right to add to the substation for such additional electrical use, upon at least thirty (30) days prior written notice. In such event upon the completion of such addition, Landlord shall share proportionately in the cost of maintenance of such substation and shall be billed for such use at the same cost incurred by Tenant from the electric supplier. In the event that the area provided by the Landlord for such substation is insufficient for the Tenant’s purposes, Landlord will provide the additional space required for such addition and replace it at no cost to the Tenant. Any parking spaces lost by virtue of such increase shall be replaced by the Landlord on the south side of the building at no cost to the Tenant so that the Tenant will always have a minimum of 378 parking spaces on site.

     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.

WITNESS:	RUSSO FAMILY LIMITED PARTNERSHIP, Landlord
	BY:	/s/ Lawrence Russo
		LAWRENCE RUSSO, JR., General Partner
ATTEST:
	COMDISCO, INC., Tenant
/s/ Illegible	BY:	/s/ Richard A. Finocchi
		Richard A. Finocchi
		Vice president
		11/24/99

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35

SCHEDULE “B”

INTENTIONALLY OMITTED

36

SCHEDULE “C”
LIENS AND ENCUMBRANCES

NONE

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SCHEDULE “A”

CONSTRUCTION SPECIFICATIONS

COMDISCO, INC.

GENERALIZED SPECIFICATION FOR NEW CONSTRUCTION AT 777 CENTRAL BLVD., CARLSTADT (SUBJECT TO FINAL PLANS AND SPECIFICATIONS APPROVED BY BOTH PARTIES.)

GENERAL DESCRIPTION:

BUILDING AREA:	259,908 SQUARE FEET TOTAL 1
EXPANSION AREA:	41,919 SQUARE FEET MEZZANINE (NOT INCLUDED — CONSTRUCTED BY TENANT) 2
CEILING HEIGHT:
OFFICE:	AS FINISHED BY TENANT
WAREHOUSE:	28’ CLEAR HEIGHT (UNDERSIDE OF STEEL)
BAY SPACING (WHSE):	60’ x 72’(EXCEPT FRONT ROW AT 53’ x 72’)
LOADING DOCKS:	FIVE (5) EXTERIOR DOORS WILL BE PROVIDED. THREE (3) DOORS WILL BE LOCATED ON THE NORTH SIDE OF THE BUILDING AND TWO (2) WILL BE LOCATED ON THE EAST SIDE.
CAR PARKING SPACES:	378

¹ COMPLETION OF THE BUILDING SHELL ONLY, CONSISTING OF SITE PREPARATION, FOUNDATIONS, STEEL FRAMING, EXTERIOR MASONRY, ROOF DECK AND ROOFING, ROOF AND SITE DRAINAGE, PAVING, LANDSCAPING AND OTHER SITE WORK, WATER AND SEWER SERVICE INSTALLED TO THE BUILDING, AND ADEQUATE PROVISION (CONDUIT) PROVIDED INTO THE BUILDING TO SERVE THE TENANT’S NEED FOR TELEPHONE AND ELECTRICAL SERVICE. SIX (6) FOUR (4) INCH PVC CONDUITS WILL BE INSTALLED BY LANDLORD TO A LOCATION AT THE SOUTHEAST SIDE OF THE MEZZANINE, NO GREATER THAN 200 FEET FROM CENTRAL BOULEVARD. LANDLORD SHALL BRING POWER TO THE BUILDING AT LOCATIONS TO BE MUTUALLY AGREED UPON AT THE EXPENSE OF THE TENANT. SHOULD THE TENANT AGREE TO PROVIDE 3,000 AMP SERVICE IN A MUTUALLY AGREED LOCATION WITHIN THE WAREHOUSE, LANDLORD WILL PROVIDE TENANT WITH A $60,000.00 CREDIT.

Pls. Initial
 

Illegible  

-1-

² WORK SHALL BE PERFORMED BY RUSSO DEVELOPMENT, LLC UNDER SEPARATE CONTRACT FOR THE SUM OF $870,000. THE MEZZANINE WORK SHALL INCLUDE STRUCTURAL STEEL, METAL DECK, CONCRETE FLOOR, WITH A 60 PSF LIVE AND 20 PSF DEAD LOAD BEARING, ELEVATOR PITS AT TWO (2) LOCATIONS, AND REQUIRED STAIRS.

GENERAL REQUIREMENTS:

THE CONTRACTOR SHALL PROVIDE AND PAY FOR ALL LABOR AND MATERIAL EQUIPMENT, CONSTRUCTION, MACHINERY, UTILITIES AND OTHER SERVICES NECESSARY FOR THE CONSTRUCTION OF THE PROJECT. ALL MATERIALS SHALL BE NEW, OF GOOD QUALITY, FROM A REPUTABLE MANUFACTURER ESTABLISHED IN THE PRODUCTION OF THE MATERIAL. OBTAINING ALL REQUIRED PERMITS SHALL BE INCLUDED IN THE WORK. (SHELL ONLY)

SITE WORK:

THE CONTRACTOR SHALL PERFORM ALL SITE WORK AS INDICATED ON THE PLANS, INCLUDING, BUT NOT LIMITED TO, ROUGH AND FINISH GRADING, BITUMINOUS PAVING (2” F.A.B.C., 2” BASE COURSE OVER 4” STONE BASE, EXCEPT THAT IN TRUCK AREAS THERE WILL BE 2” F.A.B.C., 4” BASE COURSE OVER 4” STONE BASE), CONCRETE WALKS, PLATFORMS AND STAIRS, SODDING AND LANDSCAPING. ALL SODDED AREAS AS INDICATED ON THE PLANS SHALL RECEIVE 4” OF TOP SOIL. EVERGREEN AND OTHER SHRUBBERY SHALL BE PROVIDED AS INDICATED ON THE LANDSCAPE PLANS. ALL FOOTINGS SHALL REST ON FIRM, UNDISTURBED SOIL OF ADEQUATE BEARING CAPACITY. ALL EXCESS CUTS WILL BE FILLED WITH CONCRETE. ALL FILL UNDER SLABS SHALL BE CLEAN, HARD AND DURABLE, CONTAINING NO CLAY LUMPS, VEGETATION OR ORGANIC MATTER. ALL FILL SHALL BE PLACED UNDER THE DIRECTION OF A NEW JERSEY PROFESSIONAL ENGINEER TO PROVIDE NINETY-FIVE PERCENT (95%) MINIMUM COMPACTION. ALL STORMWATER DETENTION REQUIREMENTS HAVE BEEN MET.

CONCRETE WORK, FOOTINGS AND FOUNDATION WALLS:

ALL WORK SHALL BE DONE IN ACCORDANCE WITH THE BUILDING CODE REQUIREMENTS FOR REINFORCED CONCRETE A.C.I. CODE 318-LATEST EDITION AND THE BOCA BASIC BUILDING CODE, LATEST EDITION. ALL CONCRETE SHALL HAVE AN ULTIMATE COMPRESSIVE STRENGTH OF NOT LESS THAN 3,500 P.S.I. AFTER 28 DAYS, AND SHALL BE UNIFORM IN STRENGTH TO A TOLERANCE OF 5%. ALL FOOTINGS SHALL BE PLAIN CONCRETE FOOTINGS, SIZE AS INDICATED IN THE FOOTING SCHEDULE. THE TOP OF ALL INTERIOR FOOTINGS SHALL BE 8” BELOW FINISHED FLOOR, EXCEPT AS INDICATED. ALL EXTERIOR FOOTINGS SHALL BE PLACED AT A MINIMUM OF 3’ -0” BELOW FINISHED GRADE. ALL FLOOR SLABS SHALL BE SAW CUT WITH A MAXIMUM 20’ BY 24’ SPACING AT COLD JOINTS AND KEYED OR DOWELED AT CONSTRUCTION JOINTS. THE THICKNESS AND REINFORCING STEEL SHALL CONFORM TO A.S.T.M. A615-1970 FOR DEFORMED BILLET-STEEL BARS. ALL SLAB MESH TO CONFORM TO A.S.T.M., A497-1970 FOR WELDED DEFORMED STEEL WIRE FABRIC.

-2-

EX-10.14

Exhibit 10.14

AMENDED AND RESTATED LEASE AGREEMENT

Between

760 WASHINGTON AVENUE, L.L.C., Landlord

and

SUNGARD AVAILABILITY SERVICES LP, Tenant

For

760 Washington Avenue, Carlstadt,
Bergen County, New Jersey

Prepared by:

Richard G. Berger, Esq.
Russo Development, LLC
71 Hudson Street
Hackensack, New Jersey 07601
(201) 487-5657

TABLE OF CONTENTS

1.	Commencement Date of Term	6
2.	Rent	6
3.	Additional Rent	7
4.	Repairs and Maintenance Obligations of Tenant	10
5.	Repairs and Maintenance Obligation of Landlord	11
6.	Utilities and Personal Property Taxes	12
7.	Glass, Damage by Tenant	13
8.	Use of Premises	13
9.	Alterations and Improvements	15
10.	Laws and Ordinances	17
11.	Insurance	17
12.	Landlord’s Liability	20
13.	Default of Landlord	21
14.	Default of Tenant	21
15.	Access to Premises	25
16.	Hold Harmless	25
17.	Assignment or Sublease	26
18.	Condemnation	27
19.	Fire or Casualty Loss	28
20.	Estoppel Certificate	29
21.	Signage	29
22.	Brokerage Commission	29
23.	Unavoidable Delays	30

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24.	Subordination	30
25.	Security Deposit	31
26.	Intentionally Omitted	31
27.	Intentionally Omitted	31
28.	Environmental Covenants	31
29.	Auction Sales	34
30.	Holding Over	34
31.	Quiet Possession	34
32.	Representations and Warranties of Landlord	35
33.	Notices	35
34.	Parties Bound	36
35.	Abandoned Personal Property	36
36.	Article Headings	37
37.	Governing Law	37
38.	Letter of Acceptance	37
39.	Intentionally Omitted	37
40.	Options to Renew	37
41.	Right of First Offer on Purchase of Demised Premises	37
42.	Conditional Guaranty of Payment	38
43.	Mobile Data Center	38
44.	Rooftop Rights	38
45.	Intentionally Omitted	39
46.	Supplemental HVAC	40
47.	Venting	40

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48.	Grounding Equipment	41
49.	Backup Electrical Generators	41
50.	Due Execution	41
51.	Payment of Tenant’s Legal Costs Under Special Circumstances	42

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AMENDED AND RESTATED
LEASE AGREEMENT

     THIS AMENDED AND RESTATED LEASE AGREEMENT (this “Lease”) is made this 23 day of November, 2009, by and between:

760 WASHINGTON AVENUE, LLC c/o Russo Development, L.L.C., 71 Hudson Street, Hackensack, New Jersey 07601 (hereinafter referred to as “Landlord”),

and

SUNGARD AVAILABILITY SERVICES LP, a Pennsylvania limited partnership, formerly known as SunGard Recovery Services LP, a Pennsylvania limited partnership, having an address of 680 E. Swedesford Road, Wayne, Pennsylvania 19807 (hereinafter referred to as “Tenant”).

RECITALS

     A. Landlord and Tenant, which was then known as SunGard Recovery Services LP, are parties to an existing Lease Agreement dated August 21, 2002 (the “Existing Lease”), with respect to the real property owned by Landlord commonly known as 760 Washington Avenue, Carlstadt, New Jersey 07601.

     B. Landlord and Tenant entered into an Amendment to Lease Agreement dated May 16, 2003 (the “Lease Amendment”).

     C. Landlord and Tenant now wish to amend, restate and replace the Existing Lease and the Lease Amendment with a single integrated lease agreement containing new and revised terms and establishing new rental amounts and an extension of the lease term, all as set forth in this Agreement, to be effective as of October 1, 2009 (the “Effective Date”).

     NOW, THEREFORE, for good and valuable consideration, the receipt of which and the legal sufficiency of which are hereby acknowledged by the parties, and the parties intending to be legally bound hereunder, the parties agree, as follows:

          (i) The Existing Lease and the Lease Amendment shall and are hereby amended and restated in their entirety by this Lease effective as of the Effective Date, and the Existing Lease and Lease Amendment shall be null and void from and after the Effective Date.

          (ii) Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, those certain premises located at 760 Washington Avenue, in the Borough of Carlstadt, County of Bergen, and State of New Jersey (also designated by the Carlstadt Tax Assessor as Block 127, Lots 10 and 11), upon which is currently constructed, inter alia, a

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building containing approximately 172,477 square feet of space (consisting of 154,603 square feet of ground floor area and 17,874 square feet of second floor/mezzanine area) (the “Building”) and the exclusive right to 224 parking spaces (the entire lot with all improvements thereon are hereinafter referred to as the “Demised Premises”), all as more particularly depicted on Schedule “A” annexed hereto.

          TO HAVE AND TO HOLD the premises for a term of seventeen (17) years and seven (7) months (the “Initial Term”) which commenced on February 1, 2003 (the “Commencement Date”), and which shall end on September 30, 2020 (the “Termination Date”). The period from the Commencement Date through the final date of the Initial Term as extended by the first and/or second renewal options under Section 40 of this Lease is hereinafter referred to as the “Term.”

          IN CONSIDERATION OF THE FOREGOING, and of the mutual promises, agreements, conditions, covenants and terms herein set forth, the Landlord and the Tenant further covenant and agree as follows:

     1. Commencement Date of Term: The term hereof commenced on February 1, 2003 (the “Commencement Date”).

     2. Rent:

          2.1 Fixed Rent:

               (a) The Fixed Rent payable to Landlord from the Commencement Date hereof through September 30, 2015 is unchanged from the Existing Lease and is set forth at Schedule “C”. The parties hereto acknowledge and agree that Tenant has paid all such Fixed Rent through and including September 30, 2009.

               (b) From and after the October 1, 2015, and for the balance of the Initial Term, the Tenant hereby agrees to pay to the Landlord Fixed Rent for Unit A (containing approximately 104,171 square feet of the Premises) as set forth on Schedule “C-1”. From and after the October 1, 2015, and for the balance of the Initial Term, the Tenant hereby agrees to pay to the Landlord Fixed Rent for Unit B (containing approximately 68,306 square feet of the Premises) as set forth on Schedule “C-2”.

          All such Fixed Rent shall be in cash or check, lawful money of the United States of America, payable in monthly installments on the first day of each and every month, in advance, throughout the term of this Lease. The Fixed Rent shall be paid at the office of the Landlord set forth above on the first page of this Lease, or at such other place as may hereafter be designated by the Landlord. Fixed Rent shall be paid to the Landlord without notice or demand and without deduction, set-off or other charge, except as may otherwise be provided for herein. The parking spaces are being provided to Tenant at no additional charge.

          2.2 Except as otherwise specifically provided for herein, any sums due the Tenant from the Landlord under any of the provisions of this Lease, or arising from or out of the Landlord’s failure to comply with, or perform any of the terms of this Lease, shall in all cases be enforced by Tenant by means other than deduction from Fixed Rent or Additional Rent (Fixed

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Rent and Additional Rent are referred to collectively in this Lease as “Rent”). No payment by Tenant or receipt by Landlord of a lesser amount than any payment of Fixed Rent or Additional Rent herein stipulated shall be deemed to be other than on account of the earliest stipulated such Rent then due and payable.

          2.3 If checks issued by Tenant shall be dishonored a late charge shall apply and if checks are dishonored on two (2) or more occasions within any six (6) month period, Landlord may require, by giving written notice to Tenant that all future Rent payments are to be made by cash, cashier’s check, or money order, and that the delivery of Tenant’s personal or corporate check will no longer constitute a payment of Rent as provided in this Lease. Any acceptance of personal or corporate check thereafter by Landlord shall not be construed as a subsequent waiver of said rights except as to the check so accepted.

          2.4 If any installment of Rent or any sum due from Tenant, under this or any other agreement between Landlord and Tenant, shall not be received by Landlord or Landlord’s designee from Tenant within ten (10) days after said amount is due, then Tenant shall pay to Landlord a late charge equal to five percent (5%) of the amount past due, plus any reasonable attorneys’ fees incurred by Landlord by reason of Tenant’s failure to pay Rent and/or other charge when due hereunder. Acceptance of such late charge by the Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder, unless accompanied by the applicable installment of rent or other sum due. The aforesaid late charge may be repeated each month that the same Rent or charge remains unpaid.

     3. Additional Rent.

          3.1 Tenant shall be responsible to pay as Additional Rent hereunder all taxes, costs, charges, maintenance, and operational expenses associated with the Demised Premises together with all interest and penalties that may accrue thereon in the event of the Tenant’s failure to pay such amounts, and all damages, costs and expenses which the Landlord may incur by reason of any default of the Tenant or failure on the Tenant’s part to comply with the terms of this Lease, except those specifically allocated to Landlord under Article 5 of this Lease. Therefore, and without limitation, commencing at the Effective Date, Tenant shall continue to pay to Landlord One Hundred percent (100%) of the total costs of the following items, herein called “Additional Rent”:

               A. All real estate taxes on the land, as more fully described on Schedule “B” attached hereto and made a part hereof (the “Land”), site improvements and the Building comprising the Demised Premises. Said real estate taxes shall include all real estate taxes and assessments that are levied upon and/or assessed against the Demised Premises, including any taxes which may be levied on rents, except that as to assessments, Landlord shall elect to pay same over the longest period permitted by law and only the current year’s installment, including interest, shall be added into Tenant’s calculation. In addition, Tenant shall reimburse Landlord for Landlord’s reasonable costs incurred in appealing taxes and/or assessments on Demised Premises, including reasonable legal fees, expert witness fees and other proper costs but Tenant will not be liable to pay a reimbursement in excess of any actual tax savings resulting from such an appeal. If any such appeal is successful, any recovery net of such expenses shall be credited (proportionately) to Tenant’s obligation hereunder. Except during the

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final three (3) years of the then Term, Tenant shall have the right to appeal tax assessments on the Demised Premises at Tenant’s sole cost and expense; and if any such tax appeal is unsuccessful or if it results in an increase in real estate taxes, Tenant shall bear all such costs, attorneys fees and tax increases during the Term. Notwithstanding the foregoing, the foregoing taxes shall specifically exclude income taxes assessed against the Landlord, franchise taxes, estate taxes, sales taxes, corporate income taxes, capital stock taxes, employment benefit taxes, social security taxes, worker’s compensation taxes, capital levy, succession, inheritance, or transfer taxes payable by the Landlord, corporate franchises, capital stock, loans and bonus taxes imposed upon any owner of the Land, any late fees, penalties or interest with respect to the payment of any such taxes, and any income, profits or revenue tax. Landlord hereby agrees to pay all such taxes so as to include and obtain any applicable discount for early payment.

               B. All premiums and deductible costs paid by Landlord for the Demised Premises only associated with Insurance (as described in Articles 11.3 and 11.4 below).

               C. All costs incurred by Landlord pursuant to this Lease to maintain, repair and replace exterior walls, structural steel, foundations, roof, landscaped areas, parking and loading areas including driveways, sidewalks and curbs (including snow and ice removal from parking and exterior loading areas and sidewalks) and site drainage facilities and other areas within the Land which are not the responsibility of Tenant to maintain, repair and replace under this Lease. There shall also be included any parking charges, utilities surcharges, COAH development fees or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by any governmental authority in connection with the expansion, renovation, use or occupancy of the Demised Premises or the Parking Lot by or on behalf of Tenant (as defined in Article 43 below) from and after the Effective Date. Any and all such replacement costs shall be amortized over the useful economic life of such improvements.

               D. On or about the Effective Date, Landlord shall submit to Tenant a statement of the anticipated monthly Additional Rent for the period between the Effective Date, and the following December 31, and Tenant shall pay this Additional Rent on a monthly basis concurrently with the payment of the Fixed Rent. Tenant shall continue to make said monthly payments until notified by Landlord of a change thereof. By March 1 of each calendar year (commencing in 2010), Landlord shall use its best efforts to give Tenant a statement showing the total Additional Rent for the Demised Premises for the prior calendar year (an “Operating Expense Statement”). Landlord shall also submit to Tenant by separate invoice not less often than annually a statement documenting any charges relating to the Private Communications Ductbank (described in Section 32.2 below), and Tenant shall pay its proportionate share thereof within thirty (30) days after presentation thereof.

               E. In the event the total of the monthly payments which Tenant has made for the prior calendar year be less than the Tenant’s actual share of such Additional Rent, then Tenant shall pay the difference in a lump sum within thirty (30) days after receipt of such statement from Landlord and shall concurrently pay the difference between the total previous monthly payments made in the then calendar year and the total of monthly payments calculated as Additional Rent based on the prior year’s experience. Any overpayment by Tenant shall be credited towards the Fixed Rent and/or Additional Rent next coming due. The actual Additional Rent for the prior year shall be used for purposes of calculating the anticipated monthly

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Additional Rent for the then current year with actual determination of such Additional Rent after each calendar year as above provided. Even though the term has expired and Tenant has vacated the Demised Premises, when the final determination is made of Tenant’s share of said Additional Rent for the year in which this Lease terminates, Tenant shall pay any increase due over the estimated Additional Rent previously paid within thirty (30) days after demand, and, conversely, any overpayment made shall be immediately rebated by Landlord to Tenant within thirty (30) days after such notice to Tenant, and this provision shall survive termination for said purpose. Failure of Landlord to submit Operating Expense Statements to Tenant as called for herein within six (6) months after the end of any applicable lease year or one (1) year from the expiration of the Initial Term, or any renewal term, as the case may be, shall be deemed to be a waiver of Tenant’s requirement to pay sums as herein provided. In addition, Tenant shall not be responsible or liable for the payment of any amount which should have been included in an Operating Expense Statement as Additional Rent for a particular calendar year that was not so included. The term “lease year” as used throughout this Lease shall mean: (a) as to the period from January 1, 2009 through September 30, 2015, a calendar year, i.e. January 1 to December 31 of each calendar year; and (b) as to the period from October 1, 2015 through the balance of the Initial Term and through each of the renewal option terms, if exercised, a period from October 1 to September 30 of the following calendar year.

               F. Each Operating Expense Statement shall be conclusive and binding upon Tenant unless, within one hundred twenty (120) days after receipt of such Operating Expense Statement, Tenant shall notify Landlord that it disputes the correctness of the Operating Expense Statement, specifying the particular respects in which said Operating Expense Statement is claimed to be incorrect. Tenant, or an independent certified public accountant who is hired by Tenant on a non-contingency fee basis and who offers a full range of accounting services, shall have the right, during regular business hours, to review Landlord’s invoices relating to the disputed items of operating expenses for the immediately preceding lease year; or at Landlord’s sole discretion and in lieu of such review, Landlord will provide Tenant with an audited statement. Tenant shall (and shall cause its employees, agents and consultants to) keep the results of any such review or audited statement strictly confidential. If such review or audited statement shows that the estimated payments by Tenant on account of operating expenses exceeded the amounts to which Landlord is entitled hereunder for the immediately preceding lease year, Landlord shall credit or refund the amount of such excess as provided herein. In addition, if the Operating Expense Statement overstated the actual operating expenses by five percent (5%) or more, then Landlord shall pay to Tenant the reasonable and necessary fees and costs associated with such audit. If Tenant shall dispute an Operating Expense Statement, pending the determination of such dispute, Tenant shall pay the estimated payments claimed by Landlord to be due from Tenant on account of operating expenses in accordance with the applicable Operating Expense Statement, without prejudice to Tenant’s position. All costs and expenses of such review or audited statement shall be paid by Tenant except as otherwise specifically provided for in this Section 3.1 F. If Tenant does not notify Landlord in writing of any objection to any Operating Expense Statement within one hundred twenty (120) days after receipt thereof, then Tenant shall be deemed to have waived such objection.

          3.2 Anything in Section 3.1 to the contrary notwithstanding, Additional Rent shall not include: (i) depreciation on the Building or the parking facilities or equipment therein; (ii) salaries of employees and executives above the grade of building manager; (iii) real estate

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broker’s and/or leasing commissions to agents of Landlord or to other persons or brokers; (iv) amounts received by Landlord through proceeds of insurance to the extent the proceeds are compensation for expenses which were previously included in Additional Rent hereunder; (v) cost of repairs incurred by reason of fire or other casualty to the extent to which Landlord is compensated therefor through proceeds of insurance or would be compensated by any insurance required to be maintained by Landlord hereunder, or caused by the exercise of the right of eminent domain (except for the amount of deductibles); (vi) advertising and promotional expenditures; (vii) legal and auditing fees, other than legal and auditing fees reasonably incurred in connection with the maintenance and operation of the Building or in connection with the preparation of statements required pursuant to additional rent or lease escalation provisions or legal fees payable by Tenant after a default as expressly provided in this Lease; (viii) legal fees for the negotiation or enforcement of this Lease, or in connection with any debt or equity financing or sale of the Demised Premises; (ix) expenses resulting from any violations by the Landlord of the terms of this Lease; (x) costs of performing any clean-up relating to environmental conditions or affecting the Building or Demised Premises prior to the Commencement Date or as otherwise provided for herein; (xi) depreciation or amortization of any improvements or equipment; (xii) principal or interest payments on loans secured by mortgages on the Building or on the Demised Premises; (xiv) any costs for services rendered by any person or entity related to or affiliated with Landlord which is in excess of commercially reasonable rates for such services; (xiv) penalties, interest and bad debts; and (xv) any obligations under any mortgage, ground lease or other debt affecting the Demised Premises.

     4. Repairs and Maintenance Obligations of Tenant.

          4.1 The Tenant has had possession and control of the Demised Premises since the Commencement Date, has examined the Demised Premises and has entered into this Lease without any representation on the part of the Landlord as to the present or future condition thereof, except as may be expressly set forth herein, and has accepted the Demised Premises in “as is” condition.

          4.2 The Tenant shall, at all times during the term of this Lease or any renewals thereof, at its sole expense, put and maintain in thorough repair and in good and safe condition, and shall make all necessary repairs, replacements, renewals, alterations, ordinary and extraordinary, structural (except as provided in Section 5.1 below) and non-structural, to the Demised Premises and to the equipment, appurtenances, pipes, plumbing systems, HVAC systems, electrical systems, generators, electrical substations, telecommunication systems, interior finishes, interior partitions, ceilings, window glass, fixtures, and all other appliances and appurtenances exclusively serving the Demised Premises, excluding only those repairs and replacements which are the responsibility of Landlord under Section 5.1 of this Lease. Tenant shall at Tenant’s option either contract for or establish an internal maintenance program to regularly inspect and maintain, in accordance with accepted practices in the industry, all building systems including, but not limited to, mechanical, electrical, elevators and loading dock equipment servicing the Premises at the sole cost and expense of the Tenant.

          4.3 All repairs and replacements shall be in quality and class at least equal to the original work. After an Event of Default (as hereinafter defined) with respect to making such repairs or replacements, the Landlord may, but shall not be required to, make such repairs and

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replacements for the Tenant’s account, and the expense thereof shall constitute and be collectible as Additional Rent, payable within thirty (30) days of written demand; provided that Landlord’s right hereunder shall only be exercised (a) upon a termination of the Term; or (b) if the condition threatens the health or safety of persons or significant damage to property; or (c) if the condition materially and adversely affects the appearance or function of the industrial park within which the Demised Premises are located in the reasonable judgment of the Landlord; or (d) if the conditions violate another provision of this Lease, such as, but not limited to, violations of law.

          4.4 The Tenant shall maintain all portions of the Demised Premises in a clean and orderly condition, free of dirt, rubbish, and unlawful obstructions.

          4.5 The Landlord shall not be required to furnish any services or facilities or to make any repair or alteration in or to the Demised Premises, except as hereinbefore or hereinafter set forth. The Tenant hereby assumes the full and sole responsibility for the condition, operation, repair, maintenance, and management of the Demised Premises, subject to Landlord’s obligations to clean up or otherwise respond to any environmental conditions existing as of the Commencement Date or otherwise not the responsibility of Tenant under Article 28.

          4.6 In case any dispute shall arise at any time between the Landlord and the Tenant as to the standard of care and maintenance of the Demised Premises, such dispute shall be determined by arbitration before a licensed architect or real estate broker, mutually agreed upon by Landlord and Tenant; provided that if the requirement for making repairs or replacements is imposed by any governmental authority or the holder of any mortgage to which this Lease is subordinate, then such requirement for repairs or replacements shall be complied with by the Tenant, provided that Tenant shall also have the right to dispute or contest the validity, application, or reasonableness of any governmental requirement and the Landlord shall afford to the Tenant reasonable cooperation in this connection.

          4.7 As between Landlord and Tenant, Tenant shall be solely responsible to monitor security conditions affecting the use of Premises by Tenant, its employees, agents, contractors, subtenants and invitees and to provide all necessary security to secure persons or property against negligent or criminal acts and/or omissions of third parties, and Tenant shall indemnify, defend and hold the Landlord harmless from all claims concerning such matters. Nothing in this section is intended to nor shall it impose upon Tenant any obligation to any third party which is not imposed under applicable law without reference to this Lease and no third party shall be construed as a third party beneficiary of this provision of this Lease

          4.8 Anything in this Article 4 to the contrary notwithstanding, the foregoing provisions shall not apply to any environmental matters, which are specifically addressed in Article 28 below.

     5. Repairs and Maintenance Obligations of Landlord:

               5.1 Landlord shall make all repairs, replacements, alterations or renewals and perform all maintenance to the following areas or parts of the Demised Premises at Tenant’s expense, charged as Additional Rent under Section 3.1(c) of this Lease: (a) exterior walls, structural steel, foundations, roof, landscaped areas, parking and loading areas, sidewalks and curbs, and site drainage facilities, including, without limitation, snow and ice removal from

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parking, loading, and sidewalk areas, and (b) the Private Communications Ductbank (described in Section 32.2 below). At Landlord’s option, routine maintenance to be paid by Tenant as Additional Rent may include, without limitation, all items noted in Schedule “D” annexed hereto and made a part hereof. The foregoing is not intended to eliminate or modify Tenant’s maintenance obligations as provided for under Section 4 of this Lease.

          5.2 Landlord shall not be in default under this Lease for any failure to make such repairs or to perform any maintenance unless Landlord shall fail to cure said default within thirty (30) days after notice of said default by Tenant, or in the case of a default not susceptible of a cure within thirty (30) days, if Landlord shall fail to commence a cure within thirty (30) days and diligently complete such cure within a reasonable time. Notwithstanding the foregoing, if Tenant’s personnel cannot reasonably perform their functions in the Demised Premises as a result of Landlord’s default which materially and adversely impairs the use of the Demised Premises (such being a “Shut-Down Condition”), Tenant may serve written notice upon the Landlord of such Shut-Down Condition. Landlord shall have one (1) business day to commence necessary repairs and to diligently prosecute such repairs to a conclusion. If Landlord defaults in its obligation, Tenant shall have the self-help rights afforded under Section 13.1. Further, in the event a Shut-Down Condition persists for more than thirty (30) days, Fixed Rent and Additional Rent shall abate until the Shut-Down Condition has been remedied so as to permit Tenant’s personnel to reasonably perform their functions in the Demised Premises.

          5.3 Tenant shall promptly report in writing to Landlord any defective condition known to Tenant which Landlord is required to repair.

     6. Utilities and Personal Property Taxes:

          6.1 Tenant shall pay for all water, gas, heat, light, power, sewer charges, telephone service, fire alarm monitoring and all other services and utilities supplied to the Demised Premises (including, without limitation, exterior lighting provided for the exclusive use of the Demised Premises), together with any taxes thereon.

          6.2 In the event the Demised Premises are connected to public utilities by means of lines passing through the Demised Premises and outside of the Building and electrical apparatus maintained by Tenant, it shall be the Landlord’s responsibility to maintain said lines as at the expense of Tenant, billed as Additional Rent under Section 3 of this Lease provided however that Landlord’s responsibility shall not extend further than to repair any breaks or obstructions in said lines with reasonable dispatch after being advised of same, and to refrain from any negligent or willful action to cause any such break or obstruction. Tenant’s repair responsibility in respect to any such lines shall be limited to their entry into the Building at the Demised Premises and above ground connections to Tenant’s fixtures and equipment. In no event shall Landlord be responsible for any interruption of service of any utility to the Demised Premises occurring by reason of any act or condition unless caused by the gross negligence or willful misconduct of Landlord. Notwithstanding the foregoing, if Tenant’s personnel cannot reasonably perform their functions in the Demised Premises as a result of a Shut-Down Condition, Tenant may serve written notice upon the Landlord of such Shut-Down Condition. Landlord shall have one (1) business day to commence necessary repairs and to diligently prosecute such repairs to a conclusion. If Landlord defaults in its obligation, Tenant shall have the self-help rights afforded under Section 13.1. Further, in the event a Shut-Down Condition

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persists for more than thirty (30) days, Fixed Rent and Additional Rent shall abate until the Shut-Down Condition has been remedied so as to permit Tenant’s personnel to reasonably perform their functions in the Demised Premises; subject to the express condition precedent that, and for the period during which, the Landlord is entitled to recover all such Fixed Rent and Additional Rent under the terms of the policies for business interruption insurance for loss of rents obtained pursuant to Section 11.3.

          6.3 Tenant shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the term hereof upon all Tenant’s leasehold improvements, equipment, furniture, fixtures, and any other personal property belonging to Tenant and located on the Demised Premises. In the event any or all of the Tenant’s leasehold improvements, equipment, furniture, fixtures and other personal property shall be assessed and taxed with the real property, Tenant shall pay to Landlord such taxes applicable to Tenant’s property within thirty (30) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant’s property.

          6.4 Notwithstanding the foregoing in this Article 6, Tenant shall have the right to utilize services of an alternative utility service provider (“ASP”) (including a provider of telecommunication services) rather than the primary utility providers servicing the Building as of the date of Tenant’s execution of this Lease. Tenant acknowledges and agrees that all utility services desired by Tenant pursuant to this paragraph shall be ordered and utilized at the sole expense of Tenant. Tenant agrees that to the extent service by ASP is interrupted, curtailed, or discontinued for whatever reason, Landlord shall have no obligation or liability with respect thereto.

     7. Glass, Damage by Tenant:

          7.1 In case of the destruction of or any damage to the glass in the Demised Premises, or the destruction of or damage of any kind whatsoever to the Demised Premises, the Tenant shall repair the said damage or replace or restore any destroyed parts of the Demised Premises, as speedily as possible, at the Tenant’s own cost and expense. Notwithstanding the foregoing, if any such damage is covered by insurance maintained under Sections 11.3 and 11.4 below, then Landlord hereby agrees to file and pursue in good faith a claim with the insurance company with respect to such damage and reimburse Tenant with respect to the proceeds arising from such claim. The provisions of this Section 7.1 shall be subject to the waiver of subrogation provision in Section 11.9 below.

     8. Use of Premises:

          8.1 The Demised Premises shall be used and occupied only for all uses in connection with Tenant’s disaster recovery operation and related business, including disaster recovery services, data storage, continuity services, employee educational programs, general office purposes, conference rooms, employee training facilities, computer facilities, remote computer testing facilities, employee kitchens and other legally permitted uses consistent with the characteristics of similar first-class facilities (the “Permitted Use”), and may not be used for any other business or enterprise or in any manner other than as authorized by this Article 8 without Landlord’s prior written consent. Landlord’s consent to any other lawful use which complies with the provisions of this Article 8 of this Lease shall not be unreasonably withheld or

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delayed or conditioned; provided, however, that Tenant’s sole remedy with respect to any assertion that Landlord’s failure to timely consent to a change of use was unreasonable shall be to seek equitable relief (including, without limitation, specific performance and/or injunctive relief), and Tenant shall have no damage claim against Landlord as a result of Landlord’s actions in refusing to consent on a timely basis thereto (except as provided in Section 51.1 below).

          8.2 Tenant shall not use, or suffer or permit the use of the Demised Premises or any part thereof which would violate any certificate of occupancy for the Demised Premises, or any of the covenants, agreements, terms, provisions and conditions of this Lease, or for any unlawful purposes or in any unlawful manner.

          8.3 If any governmental license or permit, including, without limitation, a certificate of occupancy shall be required for the proper and lawful conduct of Tenant’s business or other activity carried on in the Demised Premises, Tenant, at Tenant’s expense, shall duly procure and thereafter maintain such license. Tenant shall provide a copy thereof to Landlord. Tenant, at Tenant’s expense, shall, at all times, comply with the terms and conditions of each such license or permit.

          8.4 Tenant shall not do, nor permit to be done, anything outside of the Permitted Use which will cause a cancellation or non-renewal of any insurance policy covering said Demised Premises, or otherwise render the Demised Premises uninsurable.

          8.5 Tenant shall not: (A) use or allow the Demised Premises to be used for any unlawful purpose, and (B) cause, maintain or permit any nuisance in, on or about the Demised Premises.

          8.6 Tenant shall not commit or allow to be committed any waste in or upon the Demised Premises.

          8.7 Tenant shall: (a) not use the Demised Premises or permit anything to be done in or about the Demised Premises, which will materially conflict with any applicable law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated; and (b) at its sole cost and expense, promptly comply in all material respects with all applicable laws, statutes, ordinances and regulations now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Demised Premises. The final, unappealable judgment of any court of competent jurisdiction that Tenant has (or has not) violated any law, statute, ordinance or regulation, or amendment thereto, or judicial decision, shall be conclusive of that fact as between the Landlord and Tenant.

          8.8 Tenant’s North American Industry Classification System Number is 541519 [Computer Related Services]. The Tenant shall not use or permit the Demised Premises to be used as an Industrial Establishment as defined as of the date of this Lease by the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq., without Landlord’s prior written consent. No bio-hazardous items shall be stored, used, generated or disposed of at the Demised Premises other than in compliance with applicable laws.

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9. Alterations and Improvements; Tenant’s Surrender Obligations:

          9.1 Landlord understands that Tenant has made and may in the future make substantial improvements to the interior of the Demised Premises including, but not limited to, the installation of the mezzanine, partitions, dropped ceilings, conduit, raised flooring, electrical systems, fire sprinkler systems, heating, ventilating and air-conditioning systems, and other improvements necessary or desirable to prepare the Demised Premises for Tenant’s occupancy thereof (the “Tenant Improvements”). As of the Termination Date or such earlier date as Tenant’s right of possession is terminated under this Lease, the Tenant shall at its sole cost and expense remove all Tenant Improvements (except as otherwise provided herein) and shall restore the Demised Premises to the condition it was in prior to the installation of the Tenant Improvements, subject to ordinary wear and tear due to passage of time and normal use, and damage by casualty. If Landlord, at the time Landlord consents to additions, improvements, alterations or installations, advises Tenant that such removal will not be required, then such Tenant Improvements to the Demised Premises, except Tenant’s movable fixtures and furniture, shall become the property of Landlord and shall remain upon, and be surrendered with, said Demised Premises, as a part thereof, at the end of said term or renewal term, as the case may be. Notwithstanding the foregoing, the parties agree that the Tenant Improvements consisting of (A) the second floor mezzanine of approximately 17,874 square feet, (B) the conduits and the wiring therein from the public right of way to the Demised Premises, and (C) the conduits and wiring therein running from the Building to the buildings located at 777 Central Boulevard and 410 Commerce Boulevard, shall not be removed at the Termination Date and shall become the sole property of the Landlord from and after the Termination Date.

          9.2 Tenant may not make structural alterations, additions or improvements to the Demised Premises (“Structural Alterations”) without the consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Landlord will review and consent or object in writing to Tenant’s submission of Tenant’s plans for structural alterations within ten (10) days of receipt thereof. Landlord’s failure to respond within ten (10) days shall operate as a refusal of consent. Landlord’s consent shall not be required for nonstructural alterations, additions or improvements to the Demised Premises (“Nonstructural Alterations”); however, Tenant may at its option submit to Landlord Tenant’s plans and specifications for Nonstructural Alterations in order to determine whether Landlord upon termination of this Lease will require Tenant to remove such Nonstructural Alterations. Tenant’s Structural Alterations and Nonstructural Alterations are sometimes hereinafter referred to as “Alterations”. In the event Landlord does not consent to the Tenant’s plans for Structural Alterations, Landlord shall specifically inform Tenant of the reason for denial of such consent. Any work undertaken by Tenant shall be performed in compliance with all applicable codes and standards including, but not limited to, the New Jersey Uniform Construction Code.

          9.3 Tenant, at Tenant’s sole cost and expense, shall prepare all necessary plans and specifications for the design and construction of all Tenant Improvements (the “Tenant Plans”). The Tenant Plans shall be subject to review and approval by Landlord, which approval Landlord shall not unreasonably delay or withhold or condition, and which shall be deemed approved if Landlord has not responded to Tenant within ten (10) days after submission thereof by Tenant to Landlord. Any material changes by Tenant to the Tenant Plans, once approved by Landlord, shall likewise be subject to review and approval by Landlord, which approval Landlord shall not unreasonably delay or withhold or condition, and which shall be deemed

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approved if Landlord has not responded to Tenant within ten (10) days after submission thereof by Tenant to Landlord. Tenant shall cause the construction and installation of the Tenant Improvements to be in compliance with the approved Tenant Plans.

          9.4 In addition to the other provisions set forth in this Section 9, Landlord and Tenant agree that: (i) each shall require all contractors retained by it to indemnify and hold harmless Landlord and Tenant to the maximum extent permitted by law, to comply with all safety rules and regulations including, but not limited to OSHA regulations, and take all safety measures reasonably required to protect Landlord and Tenant and their respective agents, contractors and employees from injury or damage caused by or resulting from the performance of the construction activities at the Demised Premises; (ii) all construction contracts in connection with construction activities at the Demised Premises shall contain provisions that obligate the contractors to: (a) carry public liability and property damage insurance with a combined single limit of not less than $5,000,000.00; and (b) carry workmen’s compensation insurance in compliance with New Jersey law.

          9.5 The review and approval by Landlord of the plans and specifications for the Tenant Improvements is solely for the benefit of Landlord, and, in reviewing and approving the same, Landlord assumes no liability for the design of the Tenant Improvements or the adequacy thereof, nor shall such review or approval by Landlord release Tenant from any obligation or liability in respect thereof.

          9.6 Upon Tenant’s request, from time to time, Landlord shall promptly submit to Tenant the current copies of any and all plans, specifications and/or working drawings relative to the Demised Premises which have not been previously submitted to Tenant pursuant to other provisions of this Lease. Upon Landlord’s request, from time to time, Tenant shall promptly submit to Landlord then current copies of any and all plans, specifications and/or working drawings relative to the Tenant Improvements which have not been previously submitted to Landlord pursuant to other provisions of this Lease. Landlord will not impose any fee for review or approval of the plans for the Tenant Improvements. Landlord will not impose any fees for construction, supervision, or plan review unless Landlord is acting as the general contractor.

          9.7 Neither party shall, at any time prior to or during the Term, directly or indirectly employ or permit the employment of, any contractor, mechanic or laborer in the Demised Premises if such employment would interfere or cause any conflict with other contractors, mechanics or laborers engaged in the construction, maintenance or operation of the Demised Premises. In the event of such interference or conflict, each party, upon demand of the other, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Demised Premises immediately.

          9.8 Tenant shall, in connection with the construction and installation of Tenant Improvements, comply with all applicable laws, ordinances, rules and regulations and shall, with Landlord’s assistance as may be required, obtain all permits and approvals required or necessary thereunder in order for Tenant to perform the Tenant Improvements.

          9.9 If, because of any acts or omission of Tenant or anyone claiming through or under Tenant, any mechanic’s or materialmen’s notice of intention or mechanic’s or materialmen’s or other construction lien or order for the payment of money shall be filed against

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the Demised Premises, or against Landlord (whether or not such lien or order is valid or enforceable as such), Tenant shall, at Tenant’s own cost and expense, cause the same to be canceled and discharged of record or bonded off within forty-five (45) days after the date of filing thereof, and shall also indemnify and save harmless Landlord from and against any and all costs, expenses, claims, losses or damages, including reasonable counsel fees, resulting therefrom or by reason thereof. If, because of any acts or omission of Landlord or anyone claiming through or under Landlord, any mechanic’s or materialmen’s notice of intention or mechanic’s or materialmen’s or other construction lien or order for the payment of money shall be filed against the Demised Premises, or against Tenant (whether or not such lien or order is valid or enforceable as such), Landlord shall, at Landlord’s own cost and expense, cause the same to be canceled and discharged of record or bonded off within forty-five (45) days after the date of filing thereof, and shall also indemnify and save harmless Tenant from and against any and all costs, expenses, claims, losses or damages, including reasonable counsel fees, resulting therefrom or by reason thereof.

     10. Laws and Ordinances:

          10.1 The Tenant shall promptly execute and materially comply with the statutes, ordinances, rules, orders, regulations and requirements of the Federal, State and Municipal governments and of any and all their departments and bureaus applicable to the Demised Premises for the correction, prevention and abatement of nuisances, violations or other grievances in, upon or connected with said Demised Premises during said term, arising from, incident to, or connected with the use and occupation of the Demised Premises by the Tenant. The Tenant shall also promptly materially comply with and execute all rules, orders and regulations of the Board of Fire Underwriters for the prevention of fires, at its own cost and expense, arising from, incident to or connected with the use and occupation of said premises by the Tenant.

     11. Insurance:

          11.1 During Tenant’s construction of any Tenant Improvements (the “Construction Phase”), Tenant shall maintain builder’s risk insurance for the full replacement cost of the Tenant Improvements at Tenant’s sole cost and expense in addition to the insurance coverages under Section 9.4 and 11.2 of this Lease.

          11.2 At all times from and after the Commencement Date, and during the full term, the Tenant shall maintain, at its sole cost and expense, general public liability insurance against claims for personal injury, death or property damage, under a policy of commercial general public liability insurance, with such limits as may reasonably be requested by the Landlord from time to time, but not less than Five Million Dollars ($5,000,000.00) Combined Single Limit (“CSL”) in respect of bodily injury and property damage. A combination of General Liability Coverage and Umbrella Liability Coverage is acceptable to comply with this limit.

          11.3 At all times during the full Lease Term, Landlord, at the expense of Tenant to be charged and paid as Additional Rent pursuant to Section 3 of this Lease, shall obtain and maintain for the benefit of Landlord and Tenant, property insurance, business interruption insurance for loss of rents, and flood insurance in an amount equal to the full

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replacement value of the Building, including the replacement value of the Tenant Improvements, and not less than the requirements of any mortgagee holding a mortgage on the Premises, provided that the same are commercially reasonable. Landlord shall use commercially reasonable efforts to obtain said coverages at commercially reasonable rates, in which case Tenant shall pay one hundred percent (100%) of the cost of the insurance covering the Tenant Improvements, payable in advance at the commencement of the insurance policy year. Allocation of the cost for Tenant Improvements shall be based upon their replacement value as shall be accurately and reasonably stated by Tenant. Landlord, its Mortgagee and Tenant shall be named as insureds thereunder, as their respective interests may appear, and the Landlord and its mortgagee shall be named loss payee, as their respective interests may appear. Tenant may elect to carry for the benefit of Landlord, its Mortgagee and Tenant any of the insurance coverages described in this paragraph applicable to the Demised Premises, or to the Tenant’s rental, or to fixtures, furnishings, equipment, improvements and other property owned by the Tenant and located at or in or affixed to Demised Premises at its own cost and expense. Tenant shall provide Landlord with at least thirty (30) days’ advanced written notice of its request to carry its own insurance to afford time for Landlord to cancel duplicative coverages so as to assure no lapse or gaps in such coverages. The Landlord and its mortgagee shall be named loss payee under any such policy, as their respective interests may appear, and all coverages shall comply with the requirements of Landlord’s mortgagee.

          11.4 The Landlord shall carry general public liability insurance, in addition to Tenant’s general public liability insurance requirement as outlined in Article 11.2, naming Landlord as the insured and Tenant as additional insured. Tenant shall pay its proportionate share of the cost of said insurance, in advance, at the commencement of the insurance policy year. If Tenant finds that the deductibles under such policies are not at commercially reasonable levels, Tenant may notify the Landlord, and if the parties are unable to agree on a reasonable deductible, then subject to requirements of Landlord’s Mortgagee, the issue will be resolved by arbitration before a qualified insurance professional mutually selected by the parties.

          11.5 All insurance required to be maintained by the Tenant shall be effected by valid and enforceable policies issued by insurers with a Bests Rating of A-/IX or better, which are authorized to do business in New Jersey. The Tenant may carry the insurance referred to in this Lease under any blanket policy of insurance or policies issued by its present or future insurance carriers. If the Tenant elects to provide insurance as herein set forth under any blanket policy or blanket coverage, the Landlord will be provided with evidence of such insurance in the form of a certificate of insurance or any other evidence of insurability from any insurance carrier and said certificate or certificates will provide that the Landlord will receive thirty (30) days notice prior to cancellation in the coverage. If the Tenant elects to provide insurance as herein set forth under one or more individual policies of insurance, then either certificates of insurance or duplicate originals of such policies will be delivered to Landlord and same will provide that the Landlord will receive thirty (30) days’ notice prior to cancellation in coverage. Proof of insurance coverage and payment for same (including the Certificates or duplicate original policies) shall be delivered to Landlord at the Commencement Date and as to renewal policies shall be delivered to Landlord not less than fifteen (15) days prior to the effective date of the renewal coverage. All such policies shall be primary shall be primary notwithstanding that coverage may also exist under a policy held by Landlord.

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                    All insurance required to be maintained by the Landlord shall be effected by valid and enforceable policies issued by insurers with a Bests Rating of A-/IX or better, which are authorized to do business in New Jersey. The Landlord may carry the insurance referred to in this Lease under any blanket policy of insurance or policies issued by its present or future insurance carriers. If the Landlord elects to provide insurance as herein set forth under any blanket policy or blanket coverage, the Tenant will be provided with evidence of such insurance in the form of a certificate of insurance or any other evidence of insurability from any insurance carrier and said certificate or certificates will provide that the Tenant will receive thirty (30) days notice prior to cancellation in the coverage. All such policies shall be primary and non-contributing with any other insurance carried by Tenant.

          11.6 All policies of insurance required to be maintained hereunder (whether by Landlord or Tenant) shall name the Tenant and the Landlord and its mortgagee as the insured as their respective interests may appear. All such policies shall contain an agreement by the insurers that such policies shall not be canceled without at least thirty (30) days prior written notice to the Landlord.

          11.7 Upon the default of the Tenant in effecting any such insurance, or procuring or delivering the policies therefor as directed by the Landlord, or in paying the premiums therefor and any and all charges incidental thereto when the same become payable, or in procuring and delivering to the Landlord renewals of expired policies at least fifteen (15) days before such expiration, the Landlord may, upon not less than ten (10) days prior written notice to Tenant, procure any such insurance or insurances and/or pay the premiums and other charges incidental thereto, and any and all amounts so paid by the Landlord, together with interest thereon from the date of such payment at lesser of twelve percent (12%) per annum or the highest rate permitted by law, shall be Additional Rent hereunder and, at the Landlord’s option, may be added to the rent then due or thereafter to become due and the Landlord shall have the rights and remedies, including summary proceedings, with respect to the same as with respect to rent.

          11.8 In the event Tenant’s use and occupancy of the Demised Premises causes any additional charge or increase in the insurance premiums on the Land or Building, in excess of those rates which would normally be imposed for insuring a non-combustible building of similar construction, Tenant shall, from time to time, immediately upon receipt of notice from Landlord, do whatever is reasonably deemed necessary, and follow whatever reasonable recommendations may be made by the Landlord, in order that such excess charge or increase in insurance premiums may be removed, or the lowered rate obtained; or, in the event conditions are such that nothing can be done in Tenant’s discretion by way of improvements or otherwise to remove such increased insurance premiums, or if the expense involved is excessive, then Tenant shall pay the full amount of such additional charges or increases in premium on demand as Additional Rent.

          11.9 Anything in this Article 11 or in this Lease to the contrary notwithstanding, each of Landlord and Tenant hereby waives any and all rights of recovery against the other, and against the officers, employees, agents, representatives, customers and business visitors of such other party, for loss of or damage to such waiving party or its property or the property of others under its control, arising from any cause insured against under any policy of insurance required to be carried by such waiving party pursuant to the provisions of this

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Lease (or any other policy of insurance carried by such waiving party in lieu thereof) at the time of such loss or damage. The foregoing waiver shall be effective whether or not the waiving party actually obtains and maintains the insurance which such waiving party is required to obtain and maintain pursuant to this Lease (or any substitute therefor). Landlord and Tenant shall, upon obtaining the policies of insurance which they are required to maintain hereunder, give notice to their respective insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease. In addition, Tenant and Landlord shall obtain waivers of subrogation for the benefit of one another, from any company issuing any policy of insurance obtained by either of them pursuant to the terms of this Lease. Landlord shall not be liable for injury, loss, expense, claim or damage to the person, property, or interests of Tenant covered by insurance, irrespective of whether any such damage is occasioned by the negligence or willful misconduct of Landlord, its servants, agents or employees. Similarly, Tenant shall not be liable for injury, loss, expense, claim or damage to the person, property, or interests of Landlord covered by insurance, irrespective of whether any such damage is occasioned by the negligence or willful misconduct of Tenant, its servants, agents or employees.

     12. Landlord’s Liability:

          12.1 Except as otherwise provided in this Lease, Landlord shall not be liable for any personal injury to any person, including the Tenant or to its officers, agents, employees, contractors or invitees or for any damage to any property of any person, including the Tenant, whether from action of the elements, or acts of negligence of or occupants of adjacent properties, except if caused by or resulting from the Landlord’s willful malfeasance or negligent acts.

          12.2 The term “Landlord” as used in this Lease shall be limited to mean and include only the owner or owners at the time in question of the Demised Premises and in the event of any transfer or transfers of the title to the Demised Premises, the then grantor shall be automatically freed and relieved from and after the date of such conveyance or transfer of all liability for the performance of any covenants or obligations on the part of Landlord contained in this Lease to be performed, provided that any funds then in the hands of such grantor, in which Tenant has an interest, shall be delivered to the grantee and that such grantee assumes all obligations of grantor as the “Landlord” hereunder, including, without limitation, any liability for the performance of any covenants or obligations on the part of Landlord contained in this Lease for the period prior to any such transfer of title.

          12.3 Tenant agrees that it shall look solely to Landlord’s interest in the Demised Premises (including all of Landlord’s rights to insurance and condemnation proceeds and all Rent and income from Demised Premises) and not to Landlord for the collection of any judgment (or other judicial process) against the Landlord or any predecessor Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed and/or performed by Landlord, and no other assets of Landlord or any predecessor Landlord shall be subject to levy, execution or other procedures for the satisfaction of Tenant’s remedies. Tenant irrevocably waives and releases Landlord from any claims in excess of such interest in the Demised Premises.

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     13. Default of Landlord:

          13.1 Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such 30-day period and thereafter diligently prosecutes the same to completion. Except as otherwise specifically provided for herein, in no event shall Tenant have the right to terminate this Lease as a result of Landlord’s default, and Tenant’s remedies shall be limited to damages and/or an injunction. Notwithstanding the foregoing, in emergency circumstances where the failure to repair or replace would result in a Shut-Down Condition (defined at Section 5.2) and it is impracticable to give Notice to the Landlord and permit Landlord to carry out the repair pursuant to Section 5.2, then Tenant shall have the right to perform Landlord’s obligations and be reimbursed for the reasonable cost thereof, if applicable, as a common expense or, otherwise at Landlord’s sole expense, so long as Tenant provides Landlord with notice thereof promptly after performing such obligations.

     14. Event of Default by Tenant:

          14.1 The following shall constitute an “Event of Default” by the Tenant hereunder:

               (a) If Tenant shall be late in the payment of any installment of Fixed Rent and if such breach shall continue for ten (10) days; provided that once in each twelve (12) month period Landlord shall provide a written notice of late payment to Tenant and a ten (10) day period to cure the nonpayment before declaring an Event of Default or assessing a late charge under Section 2.4.

               (b) If Tenant shall be late in the payment of any Supplemental or Additional Rent, and if such breach shall continue for thirty (30) days after Landlord shall have sent Tenant a written invoice for the amount due.

               (c) If, during the term of this Lease: (i) Tenant shall make an assignment for the benefit of creditors, or (ii) a voluntary petition be filed by Tenant under any law having for its purpose the adjudication of Tenant a bankrupt, or the extension of time for payment, composition, adjustment, modification, settlement or satisfaction of the liabilities of Tenant or the reorganization or liquidation of Tenant, or (iii) a receiver be appointed for the property of Tenant by reason of the insolvency or alleged insolvency of Tenant, or if (iv) any department of the state or federal government or any officer thereof or duly authorized Trustee or Receiver shall take possession of the business or property of the Tenant, or if (v) an involuntary petition be filed against Tenant under any law having for its purpose the adjudication of Tenant as a bankrupt, or for the liquidation of Tenant; and (except with respect to items (a) and (b), supra, which shall be noncurable events of default) if same have not been removed, cured or discharged within ninety (90) days, or if (vi) any Receiver or Trustee pursuant to any bankruptcy or insolvency law, whether Federal or State, shall attempt to thereafter assign this Lease to any part or attempt to sublet all or any part of the Demised Premises.

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               (d) If Tenant shall default in the performance or observation of any other agreement or condition (other than payment of rent or Additional Rent) on its part to be performed or observed, and if Tenant shall fail to cure said default within thirty (30) days after notice of said default by Landlord (or, in the case of a default not susceptible of a cure within thirty (30) days, if Tenant shall fail to commence a cure within thirty (30) days and diligently complete such cure within a reasonable time under the circumstances.

          14.2 During the period of an uncured Event of Default:

               (a) Landlord may (i) permit Tenant to remain in possession and sue for all rents, damages, attorneys’ fees and collection costs as due; or (ii) terminate this Lease by written declaration, but allow Tenant to remain in possession as Tenant at will and sue Tenant for all rents, damages, attorneys’ fees and collection costs; or (iii) immediately, or at any time thereafter, through legal process, re-enter and resume possession of the Demised Premises and remove all persons and property therefrom either by summary dispossess proceedings or by a suitable action or proceeding at law or in equity (or in the case of a permanent abandonment of the Demised Premises by Tenant by peaceful self-help), without being liable for any damages therefor (no re-entry by the Landlord shall be deemed an acceptance of a surrender of this Lease unless accompanied by a written declaration signed by Landlord to that effect); or (iv) upon re-taking possession, keep the premises vacant (subject to reasonable efforts at mitigation of Landlord’s damages) and recover from Tenant all rents, damages, reasonable attorneys fees and collection costs as hereinafter provided; (v) without liability to Tenant or any other party and without constituting a constructive or actual eviction, Landlord may suspend or discontinue furnishing or rendering to Tenant any property, material, labor, or other service (other than utilities), wherever Landlord is obligated to furnish or render the same, so long as an Event of Default has occurred and is continuing under this Lease; or (vi) upon re-taking possession Landlord may, as Tenant’s agent and without effecting Tenant’s liability hereunder, relet the whole or any part of the Demised Premises for a period equal to, or greater, or less than the remainder of the then term of this Lease, at such rental and upon such terms and concessions as Landlord shall deem reasonable, to any lessee or lessees which it may deem suitable and satisfactory for any use and purpose which it may deem appropriate. In no event shall the Landlord be liable in any respect for failure to relet the Demised Premises or in the event of such reletting, for failure to collect the rent thereunder provided that Landlord has complied with its mitigation obligations as aforesaid. Any sums received by the Landlord on a reletting for any monthly installment of rent in excess of the rent reserved in this Lease shall belong to Landlord;

               (b) Delinquent Fixed Rent and Additional Rent shall bear interest at the lower rate of either twelve percent (12%) per annum or the maximum rate permitted by law, from the date on which it is due until the date on which it is paid. This provision shall not relieve Tenant from any payment of Fixed Rent, late charges or Additional Rent at the time due and in the manner specified herein.

               (c) Tenant hereby expressly waives the service of notice of intention to re-enter as provided for in any statute and also waives any and all rights or equity of redemption in case the Tenant shall be dispossessed by a Court. The terms “enter,” and “re-enter,” “entry,” or “re-entry,” as used in this Lease, are not restricted to their technical legal meaning.

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               (d) the termination of this Lease shall not in any circumstance operate to relieve the Tenant from liability for performance of all of its obligations hereunder. Upon any such termination of this Lease, Tenant covenants that it will quit and surrender the premises and deliver possession thereof to Landlord.

          14.3 No waiver by the Landlord of any Event of Default by Tenant shall constitute or be construed as a waiver of any other or future Event of Default. No waiver by the Tenant of any default or breach by the Landlord shall constitute or be construed as a waiver of any other or future default or breach. No waiver by either party shall be effective unless in writing.

          14.4 The acceptance by Landlord of rent or other charges from Tenant (in whole or in part) after any Event of Default, even though known to Landlord, shall not constitute a waiver of the default/breach, unless the Event of Default is cured in full. The acceptance by Landlord of rent or other charges from Tenant (in whole or in part) shall not be deemed an accord and satisfaction in respect of any claims of Landlord against Tenant, notwithstanding the payment check or accompanying letter may bear a legend or endorsement to the contrary. The acceptance of payment as above shall not affect any notice of default or any action or proceedings or judgment or order taken in consequence of the default.

          14.5 In the event of (a) the termination of this Lease under the provisions of Article 14 hereof, (b) the re-entry into the Demised Premises by Landlord under the provisions of this Article 14, or (c) the termination of this Lease (or re-entry) by or under any summary dispossess or other proceeding or action or any provision of law by reason of default hereunder on the part of Tenant, Landlord shall be entitled to retain all moneys, if any, paid by Tenant to Landlord, whether as advance rent, security or otherwise, but such moneys shall be credited by Landlord against any rent due from Tenant at the time of such termination or re-reentry, or at Landlord’s option, against any damages payable by Tenant under this Lease or pursuant to law.

          14.6 In the event of any termination of this Lease under the provisions of Article 14 or in the event that Landlord shall re-enter the premises lawfully or in the event of the termination of this Lease (or of re-entry) by or under any summary dispossess or other proceeding or action or any provision of law, Tenant will pay to Landlord as damages, at the sole election of Landlord, either:

               (a) a sum which at the time of such termination of this Lease or at the time of any such re-entry by Landlord, as the case may be, is equal to the excess, if any, between: (i) the aggregate of all Rent which would have been payable hereunder by Tenant had this Lease not so terminated for the period commencing with such earlier termination of this Lease or the date of any such re-entry, as the case may be, and ending with the date set for the expiration of the full term hereby granted, over (ii) the aggregate of all rent of the Demised Premises for the same period based upon the then local market rental value of the Demised Premises as determined by taking into account any market concessions such as tenant improvements, free rent, construction allowances, rent abatement, moving allowances and other rental concessions, financial strength of the tenant, location in the building, and comparable renewal leases (on the bases of factors such as, but not limited to, size and location of space and the term of the lease), if any, recently executed for space in other buildings in the Bergen County, New Jersey, which are comparable to the Building in reputation, quality, age, size,

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location and quality of services provided (the foregoing factors not being exclusive in identifying comparable buildings). Landlord shall also be entitled to recover the reasonable value of restoring the Demised Premises and reletting same (including brokers commissions) as an element of damage, discounted to present value at the prime rate of interest announced as of the Event of Default in The Wall Street Journal; or

          (b) sums equal to the aggregate of all Rent which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Demised Premises, payable on a monthly basis on the due dates specified for payment of Fixed Rent under this Lease following such termination of such re-entry and until the date hereinbefore set for the expiration of the full Term hereby granted; provided, however, that if Landlord shall re-let all or part of the Demised Premises for all or any part of said period, Landlord shall credit Tenant with the net rents received by Landlord from such re-letting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord all reasonable attorneys’ fees and costs incurred in terminating this Lease and re-entering the Demised Premises and of securing possession thereof, as well as the reasonable expenses of re-letting, including altering and preparing the Demised Premises for new tenants, brokers’ commissions and all other similar or dissimilar expenses properly chargeable against the Demised Premises and the rental therefrom in connection with such re-letting, it being understood that any such re-letting may be for a period equal to or shorter or longer than the remaining Term of this Lease; provided, further, that (i) in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, (ii) in no event shall Tenant be entitled in any suit for the collection of damages pursuant to this subsection (b) to a credit in respect of any net rents from a re-letting except to the extent that such net rents are actually received by Landlord prior to the commencement of such suit, and (iii) if the Demised Premises or any part thereof should be re-let in combination with other space, then proper apportionment on a square foot area basis shall be made of the rent received from such re-letting and of the expenses of re-letting. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it had not been terminated under the provisions of Article 14, or under any provision of law, or had Landlord not re-entered the Demised Premises.

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

          14.7 Anything herein to the contrary notwithstanding, upon an Event of Default hereunder, or in the event of a breach or threatened breach on the part of Tenant or Landlord with respect to any of the covenants, agreements, terms, provisions or conditions on the part of or on behalf of such party to be kept, observed or performed, both parties shall also have the right of specific performance and/or injunction. The specified remedies to which either party may resort hereunder are cumulative and are not intended to be exclusive of any other remedies or means of redress to which either may lawfully be entitled at any time, and either party may invoke any remedy allowed at law or in equity as if specific remedies were not herein provided for, so long as such remedies have not been waived by the terms of this Lease.

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     15. Access to Premises:

          15.1 Landlord and its representatives may enter the Demised Premises during normal business hours upon not less than forty-eight (48) hours prior notice (except in case of emergency, when no prior notice shall be required) for the purpose of inspecting the same and, if Landlord so elects, but without any obligation so to do, for the purpose of making any necessary repairs to the Demised Premises and performing any work therein. Landlord will exercise its rights hereunder in a commercially reasonable manner so as to minimize interference with Tenant’s business operations, but nothing herein shall require the Landlord to schedule all work during non-business hours and to thereby incur overtime or similar extra charges. Landlord shall be prohibited from entering any secured or protected areas within the Demised Premises without the prior written consent of Tenant.

          15.2 Landlord may enter and exhibit the Demised Premises during usual business hours upon not less than forty-eight (48) hours prior notice for Landlord’s purposes, including but not limited to, inspecting the Demised Premises or showing the Demised Premises to prospective mortgagees, purchasers, lessees or brokers. During the final twelve (12) months of the term, Landlord may also display the usual “To Let” or similar signs on the portions of the Land (but excluding the Demised Premises).

          15.3 Notwithstanding the foregoing in this Article 15, Tenant may designate certain portions of the Demised Premises, including but not limited Tenant’s computer and data rooms, as “Protected Areas.” Landlord recognizes that the Protected Areas are to be secured areas and Landlord shall have no access thereto without being accompanied by a designated representative of Tenant.

          15.4 Tenant shall have access to the Demised Premises 24 hours a day, 7 days a week, 365/366 days a year.

     16. Hold Harmless:

          16.1 Subject to the provisions of Section 11.9 above, Tenant shall keep, save and hold Landlord harmless and free from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments to third parties arising by reason of any injury or damage to any person or persons, or property, of any kind whatsoever, and to whomsoever belonging, from any cause or causes whatsoever and whether arising from or by reason of any existing or future condition, default, matter, or thing in or about the Demised Premises, from and after the Commencement Date, including, without limitation, damage from water and/or steam seepage or leakage in or into the Demised Premises, except if caused by Landlord’s negligent or intentional acts or omissions.

          16.2 Tenant hereby waives all claims against Landlord for damages to goods, equipment, improvements, wares, and merchandise in, upon or about the Demised Premises, the Building, the Land and any common areas and for injuries to Tenant, its agents or third persons in or about the Demised Premises, the Building, the Land and any common area from any cause arising at any time, except if caused by Landlord’s negligent or intentional acts or omissions.

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          16.3 Subject to the provisions of Section 11.9 above, Tenant agrees that if Landlord is involuntarily made a party defendant to any litigation concerning this Lease or the Demised Premises relating to any alleged act or omission of Tenant, then Tenant shall indemnify, hold harmless and defend Landlord from all liability, and reasonable costs and expenses by reason thereof. Similarly, Landlord agrees that if Tenant is involuntarily made a party defendant to any litigation concerning this Lease or the Demised Premises relating to any alleged act or omission of Landlord, then Landlord shall indemnify, hold harmless and defend Tenant from all liability, and reasonable costs and expenses by reason thereof.

          16.4 Anything in this Article 16 to the contrary notwithstanding, the foregoing indemnifications in this Article 16 shall in NO EVENT apply to any environmental matters. Any Tenant indemnification with respect to environmental matters is set forth in Section 28.4, and any Landlord indemnification with respect to environmental matters is set forth in Section 28.11.

     17. Assignment or Sublease:

          17.1 Tenant shall neither voluntarily, nor by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Demised Premises or any part thereof, or any right or privilege appurtenant thereto, or allow any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Demised Premises, or any portion thereof, without first obtaining the written consent of Landlord. A consent to one assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Consent to any such assignment or subletting shall in no way relieve Tenant of any liability under this Lease or SunGard Data Systems Inc. under the Conditional Guaranty of Payment (as hereinafter defined). Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under the terms of this Lease. Landlord shall not be obligated to consider and respond to any request for consent under this paragraph unless such request is in writing, contains a full explanation of the proposal and provides sufficient information about the financial standing and experience of the proposed assignee or subtenant for Landlord to make an informed judgment. Tenant acknowledges that its sole remedy with respect to any assertion that Landlord’s failure to timely consent to any assignment or sublet is unreasonable shall be the remedy of specific performance and Tenant shall have no damage claim or further claim of any nature or cause of action against Landlord as a result of Landlord’s actions in refusing to timely consent, except a claim for legal fees and costs as provided in Section 51.1 below. In the event of any approved assignment or sublease, all rents or other payments received by Tenant in excess of the payments due from Tenant to Landlord pursuant to this Lease may be retained by Tenant. On demand, any assignee or subtenant shall make payments directly to Landlord without, however, creating a direct Landlord-Tenant relation between them or releasing Tenant under this Lease. Landlord shall not unreasonably withhold or delay consent to an assignment or sublease, providing that Landlord determines in its reasonable discretion that such sublease or assignment does not lessen Landlord’s security, that the use of the Demised Premises will remain as the Permitted Use; that the proposed assignee or sublessee is financially responsible and is sufficiently experienced to operate the business from the Demised Premises successfully and in a manner which shall not detract from the value of the Demised Premises, that the proposed transaction does not present any environmental concerns.

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          17.2 Notwithstanding the foregoing in Section 17.1, no Landlord consent shall be required: (a) for subleases or assignments to affiliates or subsidiaries of the Tenant or becomes a publicly traded entity on a United States stock exchange, provided that Tenant shall provide Landlord with thirty (30) days advanced notice with sufficient information to confirm that: (i) there shall be no change in the permitted use of the Demised Premises, (ii) Tenant shall remain liable jointly and severally with the assignee/subleasee for payment and performance of all Tenant obligations under this Lease, (iii) the proposed assignment/sublease shall not impair Landlord’s security, and (iv) the proposed assignee or subtenant shall not introduce any new Hazardous Substances onto Demised Premises in violation of applicable laws which is inconsistent with the existing operations of Tenant at the Demised Premises; (b) for any transfer or assignment to any successor to Tenant by purchase, merger, consolidation or reorganization; and (c) if Tenant becomes a publicly traded entity on a United States stock exchange.

     18. Condemnation:

          18.1 This Lease and the term hereof shall terminate: (a) if the entire Demised Premises shall be taken by condemnation, or (b) at the option of Tenant (exercisable by notice given to Landlord within thirty (30) days after the date of any such taking), if a material part of the Demised Premises shall be taken in any condemnation proceeding(s); or (c) at the option of Landlord (exercisable by notice given to the Tenant within thirty (30) days after the date of taking) if more than fifteen percent (15%) of the Demised Premises or the Building or the Land shall be taken by condemnation. A taking of a “material part” of the Demised Premises shall mean the condemnation of so much of the Demised Premises (including any exclusive parking) as shall materially and adversely interfere with Tenant’s operations in the Demised Premises; provided, however, that in the event of any taking of any exclusive parking, the Landlord shall use its best efforts to provide alternative parking of an equal or greater size within the “Industrial Park” in which the Building and the building at 760 Washington Avenue, Carlstadt, New Jersey currently occupied by Tenant, are located in which case this Lease shall remain in full force and effect as to such remaining portion to the extent that such alternative parking is provided.

          18.2 Upon the termination of this Lease in accordance with this Article, rents shall be adjusted as of such termination. The entire condemnation award shall be the sole and exclusive property of Landlord and shall be payable solely to Landlord except any allocations or awards for Tenant’s trade fixtures and moving expenses. Tenant shall not make any claim in any condemnation proceeding for the value of the unexpired portion of the Lease or the term hereof, and waives all right thereto.

          18.3 In the event that any portion of the Demised Premises is taken in condemnation and if this Lease is not terminated, then this Lease shall remain in full force and effect as to such remaining portion, except that from and after the effective date of any such taking, Tenant shall be entitled to a proportionate reduction in the Fixed and Additional Rent required to be paid hereunder in accordance with any reduction in square foot area of the Demised Premises caused by such taking. In the event that any portion of Tenant’s exclusive parking is taken in condemnation and if this Lease is not terminated, then this Lease shall remain in full force and effect as to such remaining portion.

               Landlord shall promptly restore the portion of the Demised Premises remaining after such taking to a complete architectural unit. Any restoration by Landlord shall

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be limited to the basic building structure as demised by Landlord to Tenant as of the Commencement Date, and Tenant shall have such reasonable time thereof to restore the interior of the Demised Premises to an operational condition with an accompanying abatement of rent during such time. Landlord shall have the right to install, maintain and alter or relocate within the Demised Premises any gas, water, electric or sewer lines which may be necessary provided that Tenant’s facilities are not materially or adversely affected.

          18.4 In the event this Lease is not terminated as aforesaid and Landlord does not restore the Demised Premises within a period of ninety (90) business days after the date of taking, then and in that event, Tenant may, as its sole remedy, have the right to terminate this Lease by notice in writing delivered to Landlord prior to completion of such restoration.

     19. Fire or Casualty Loss:

          19.1 If all or part of the Demised Premises is damaged or destroyed by fire or other casualty, this Lease and all of its terms, covenants and conditions shall, subject to the provisions hereinafter set forth, continue in full force and effect, as follows:

               A. In the event that the damage to the Demised Premises is so extensive as to amount practically to the total destruction of the Demised Premises and Landlord within a reasonable time after such damage shall not elect to rebuild, then and in that event, this Lease shall cease and the rent shall be apportioned to the time of the destruction. For the purposes of this paragraph, damage to fifteen percent (15%) or more of the Demised Premises shall be deemed total destruction.

               B. In the event that the Demised Premises is damaged, but not so destroyed (as set forth in Paragraph A immediately above) as to terminate the Lease, or Landlord elects to rebuild as provided for in Paragraph A above, then, provided that such loss is sufficiently insured and that all of the proceeds of said insurance coverage are made available to the Landlord by any mortgagee whose interest may be superior to the Landlord; and further provided that the term of this Lease shall have at least two (2) years to run, and that applicable laws shall permit, then, and in those events, the Landlord shall repair and rebuild the Demised Premises with reasonable diligence. Notwithstanding the foregoing: (i) in the event there is less than two (2) years of the Lease Term remaining, or (ii) in the event Landlord’s mortgagee should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt and Landlord does not promptly commit to restore with Landlord’s funds, or (iii) in the event of any material uninsured loss to the Building and Landlord does not promptly commit to restore with Landlord’s funds, or (iv) if the written estimate states that the Demised Premises cannot be restored to substantially the condition that existed prior to the casualty within one hundred eighty (180) days of the casualty, then either Landlord or Tenant may, at their option, terminate this Lease by notifying the other party in writing of such termination within ninety (90) days after the date of such casualty. Within sixty (60) days of such casualty, Landlord shall notify Tenant whether the Demised Premises cannot be restored to the condition that existed prior to the casualty within one hundred eighty (180) days of the casualty.

          19.2 To the extent that the loss or destruction of the Demised Premises substantially interferes with all or a portion of Tenant’s operations at the Demised Premises, thus requiring the Tenant temporarily to close its business or reduce its workforce, the Fixed Rent

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shall be abated (or proportionately abated with respect to a partial closure) from the date of such closing to the date the damage shall have been substantially repaired so as to enable the Tenant to continue its business in substantially the same fashion as was previously operating prior to the date of such loss or destruction.

          19.3 Tenant acknowledges and agrees that Landlord will not carry insurance of any kind on Tenant’s fixtures, furniture, and equipment, or on any Tenant Improvements or other appurtenances removable by Tenant under the provisions of this Lease, and that Landlord shall not be obligated to repair any damage thereto or replace the same. However, if Landlord does place such coverages on Tenant’s owned property as provided in Section 11.3, all proceeds applicable to Tenant’s owned property shall be promptly transmitted to Tenant upon receipt by the Landlord, and Landlord will use its best efforts, in coordination with Tenant, to make the appropriate claims and recover insurance proceeds due under the applicable coverage.

     20. Estoppel Certificate:

          20.1 Upon request from the either party and/or its successor in interest, either party hereto, and/or its successors in interest, shall at any time and from time to time upon not less than twenty (20) days prior written notice, execute, acknowledge and deliver a statement in writing: (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect), and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledging that there are not, to such party’s knowledge, any uncured defaults on the part of either party hereunder, or specifying such defaults if any are claimed, and (c) setting forth the date of commencement of rents and expiration of the term hereof. Any such statement may be relied upon by the prospective purchaser or encumbrancer of all or any portion of the real property of which the Demised Premises are a part, or other interested party.

     21. Signage

          21.1 Under no circumstances shall Tenant place or erect, or allow to be placed, or erected, a sign of any nature whatsoever upon any exterior portion of the Building. Ground signs which are similar to existing ground signs will be permitted subject to prior written approval from Landlord in connection with any proposed sign, its location, and its manner of installation. Landlord may remove any signs installed by Tenant which are in violation of the provisions of this Article. In no event shall any permitted sign be installed on the roof or above the parapet height of the Demised Premises or of the Building. Any sign which Tenant may be permitted to install on the Demised Premises shall nonetheless conform to any and all requirements of any governmental body of any nature whatsoever having jurisdiction thereover, notwithstanding Tenant’s having obtained written consent from Landlord therefor. Tenant shall have the right, as the need may occur, to apply for any sign variances, at its sole cost and expense, provided the Landlord shall have first approved the proposed sign. Landlord’s consent to signs shall not be unreasonably withheld, delayed or conditioned, and Landlord agrees to reasonably cooperate with Tenant to facilitate Tenant in obtaining any applicable municipal approvals therefor.

     22. Brokerage Commission: Landlord and Tenant each warrant and represent one to another that neither has dealt with, employed or negotiated with any real estate broker, salesman,

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agent or finder in connection with this Lease Agreement except Studley, Inc. (“Broker”). Landlord agrees to pay the commission due to the Broker pursuant to a separate agreement. Landlord shall indemnify, hold harmless and defend Tenant, and Tenant shall indemnify, hold harmless and defend Landlord, from and against any claim or claims for broker or other commission arising from or out of any breach of the foregoing representation and warranty by the respective indemnitors. The representations and obligations contained in this paragraph shall survive the expiration or termination of this Lease.

     23. Unavoidable Delays:

          23.1 Except as otherwise provided for in Articles 5.2 above, in the event that Landlord or Tenant shall be delayed or prevented from performing any of its obligations pursuant to the provisions of this Lease Agreement due to governmental action, or lack thereof, or due to shortages of or unavailability of materials and/or supplies, labor disputes, strikes, slow downs, job actions, picketing, secondary boycotts, fire or other casualty, delays in transportation, acts of God, failure to comply or inability to comply with any orders or requests of any governmental agencies or authorities, acts of declared or undeclared war, public disorder, riot or civil commotion, or by any other cause beyond the reasonable control of such party (each, a “Force Majeure Event”), then such party shall in any or all such events be excused from its obligation to perform and comply with such provisions of this Lease Agreement for a period of time commensurate with any delay so caused without any liability to the other party therefor whatsoever and all time periods provided for herein for performance of any such obligations shall be extended accordingly. Notwithstanding the foregoing, a Force Majeure Event shall not delay or excuse Tenant’s obligations to pay Fixed Rent or Additional Rent.

     24. Subordination:

          24.1 Tenant covenants that its rights under this Lease Agreement are hereby and will be subordinate to the operation and effect of any mortgage or mortgages now existing or hereafter placed upon the premises or building or lot without any further written document from Tenant. However, Tenant shall, upon request by Landlord, execute such documents as may be required to effect such subordination to the satisfaction of any such mortgagee.

          24.2 Tenant agrees to comply with reasonable requirements for modifications hereof made by any reputable bona fide mortgage lending institution provided that such requirements shall not affect the basic business terms hereof.

          24.3 Tenant shall, upon request of Landlord, furnish to Landlord at any time during the term, the most recent financial statement(s) of Tenant for a period of up to two (2) years last past. If certified statements certified by a certified public accountant have been prepared, then certified statements will be provided by Tenant. Landlord agrees to keep the financial statement(s) confidential and shall not distribute such financial information to any party other than Landlord’s agents, employees, attorneys, accountants and lender to the extent that such parties require such information and such parties shall be informed of the confidential nature of such information.

          24.4 Tenant covenants and agrees to attorn to any successor to Landlord’s interest in this Lease.

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          24.5 Landlord agrees to obtain a non-disturbance agreement from existing and future mortgagees in whatever standard form is utilized by such mortgagees for the benefit of Tenant, and to deliver same to Tenant within a reasonable time after execution of this Lease. Landlord hereby agrees to cooperate with Tenant and to use best efforts to obtain from any existing and future mortgagees on behalf of Tenant reasonable changes sought by Tenant to the standardized form of non-disturbance agreement utilized by such mortgagees. Anything in this Lease to the contrary notwithstanding, this Lease shall be subordinate to any such existing and future mortgages only during the period that a non-disturbance agreement remains in full force and effect, and otherwise shall be superior to such instruments.

     25. Security Deposit:

          25.1 Tenant has provided a “Security Deposit” to Landlord’s affiliate, 410 Commerce Boulevard, LLC, with respect to a lease for premises in the building located at 410 Commerce Boulevard, Carlstadt, New Jersey (the “410 Lease”). The Security Deposit is in the form of a letter of credit in the current amount of Six Million and 00/100 Dollars ($6,000,000.00) and will increase over time, as provided in the 410 Lease to Ten Million and 00/100 Dollars ($10,000,000.00).

               From and after the Effective Date, Landlord’s affiliate, 410 Commerce Boulevard, LLC shall be entitled, but shall not be obligated, to use the Security Deposit as security for the performance of Tenant’s obligations under: (a) the 410 Lease, (b) this Lease, and (c) that certain lease with another affiliate of Landlord for that certain property having an address of 777 Central Boulevard, Carlstadt, New Jersey (the “777 Lease”).

               Notwithstanding the foregoing, the parties acknowledge and agree that this Lease, the 410 Lease and the 777 Lease are neither cross-defaulted nor cross-collateralized, and that neither the Landlord nor its respective affiliates that are landlords under the 410 Lease and 777 Lease shall be permitted to exercise any remedies under any particular lease unless and until a default has occurred under such lease, and all applicable notice and cure periods, if any, thereunder have expired.

     26. INTENTIONALLY OMITTED.

     27. INTENTIONALLY OMITTED.

     28. Environmental Covenants: Each of Landlord and Tenant represents, covenants, promises and agrees to and with the other party, as follows:

          28.1 Tenant agrees to take all requisite action to insure Tenant’s material compliance with all applicable federal, state and local laws relating to pollution of the environment, hazardous substances, air pollution, clean air, soil, environmental protection, hazardous waste, toxic substances, noise control, sewerage and wastewater treatment, solid waste, navigable waters, water supply, quality and pollution, storm water, groundwater and rivers and harbors laws applicable to Tenant’s operations at the Demised Premises, including, but not limited to, the Resource Conservation and Recovery Act, the Clean Air Act, and Federal

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Water Pollution Control Act, the Toxic Substances Control Act, and the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6 et seq. and N.J.A.C. 7:26B-1.1 et seq.) (“ISRA”) and/or the New Jersey Underground Storage of Hazardous Substances Act (N.J.S.A. 58:10A-21 et seq.; N.J.A.C. 7:14B-1.1 et seq.), if the same becomes applicable and/or the rules and regulations promulgated under said statutes (collectively referred to as “Environmental Laws”).

          28.2 Tenant shall not use or permit the use of the Demised Premises to refine, produce, store, handle, generate, manufacture, heat, dispose of, transfer, process or transport (collectively, “Use”) “Hazardous Substances” (as such term is defined in N.J.S.A. 58:10-23.11b, or any rule or regulation promulgated thereunder), other than in such quantities as are ordinarily Used in connection with Tenant’s business as described in Article 8 and in material compliance with applicable Environmental Laws.

          28.3 The Tenant shall not permit the use of the Demised Premises as a “Major Facility”, as such term is defined in N.J.S.A. 58:10-23.11b(1), or any rule or regulation currently promulgated thereunder.

          28.4 Tenant shall, at Tenant’s own expense, comply with all applicable Environmental Laws, including the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq. and with the Spill Compensation and Control Act (N.J.S.A. 58:10-23-11 et seq.) (“the Acts”) and all regulations promulgated pursuant to the Acts. Tenant shall, at Tenant’s own expense, provide all information within Tenant’s control requested by Landlord or the Bureau of Industrial Site Evaluation for the preparation of submissions, declarations, reports and plans pursuant to the Acts. If the New Jersey Department of Environmental Protection (DEP) shall determine that a clean-up plan or Remedial Action Work plan must be prepared and that a clean-up be undertaken because of any spills or discharges of Hazardous Substances at the Premises which occur during any period when Tenant was an occupant, other than as a result of any wrongful or negligent action or omission on the part of the Landlord, Russo Development, LLC, or their respective agents, servants, employees, licensees, tenants (other the Tenant), invitees or contractors, or those which result from the migration of Hazardous Substances to or under the Premises from other property, then Tenant promptly shall remediate such Release at Tenant’s sole expense, in accordance with the provisions of all applicable Environmental Laws, including the Acts. Tenant shall indemnify, defend and save the Landlord harmless from all fines, suits, procedures, claims and actions of any kind arising out of or in any way connected with any spills or discharges of Hazardous Substances at the Premises which occur during the term of Tenant’s occupancy, other than as a result of any wrongful or negligent action or omission on the part of the Landlord, Russo Development, LLC, or their respective agents, servants, employees, licensees, tenants (other the Tenant), invitees or contractors, or those which result from the migration of Hazardous Substances to or under the Premises from properties other than the Premises,. Tenant’s obligations and liability under this paragraph shall survive and shall continue so long as the Landlord remains responsible for any spills or discharges of hazardous substances or wastes at the Premises which occur during the Term.

          28.5 No lien has been attached, nor shall any lien be allowed to attach to any real or personal property owned by Tenant and located at the Demised Premises, pursuant to applicable Environmental Laws, including, without limitation, the Spill Act and/or CERCLA.

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          28.6 Tenant will furnish the New Jersey Department of Environmental Protection (“DEP”) with any information in Tenant’s possession which may be required by the Spill Act, ISRA or any other applicable Environmental Law, with respect to Tenant’s Use of the Demised Premises, including information required by ISRA due to applications submitted by the Landlord.

          28.7 In the event that there shall be filed a lien against the Demised Premises, or Tenant’s property thereon, by DEP under the Spill Act or under CERCLA as a result of Tenant’s acts or omissions with respect thereto, Tenant shall within thirty (30) days from the date the Tenant is given notice of such lien or within such shorter period of time in the event that the State of New Jersey has commenced steps to cause a sale pursuant to the lien, either: (a) pay the claim and remove the lien; or (b) furnish (1) a bond reasonably satisfactory to Landlord and/or DEP in the amount of the claim out of which the lien arises, (2) a cash deposit in the amount of the claim out of which the lien arises, or (3) other security reasonably satisfactory to Landlord in an amount sufficient to discharge the claim out of which the lien arises. Tenant reserves the right to contest the filing of any such lien provided that Tenant shall be required to discharge or bond off any such lien prior to commencement of any such contest.

          28.8 Tenant shall not use or cause the Demised Premises to be used as an “industrial establishment” as such term is defined in ISRA as of the date of this Lease.

          28.9 Tenant shall not install any underground storage tanks without the prior written consent of Landlord.

          28.10 Tenant and Landlord shall provide each other with copies of any and all notices either party receives from the DEP with respect to the environmental condition of the Demised Premises.

          28.11 Landlord shall, at Landlord’s own expense, materially comply with the Acts and all regulations promulgated pursuant to the Acts to the extent that the requirements of the Acts become applicable to the Demised Premises with respect to conditions existing prior to the Commencement Date or otherwise resulting from Landlord’s acts or omissions from and after the Commencement Date thereat. Landlord shall, at Landlord’s own expense, provide all information within Landlord’s control requested by Tenant or the Bureau of Industrial Site Evaluation for the preparation of submissions, declarations, reports and plans pursuant to the Acts. If the New Jersey Department of Environmental Protection (DEP) shall determine that a clean-up plan or Remedial Action Work plan be prepared and that a clean-up be undertaken because of any spills or discharges of hazardous substances or wastes caused by the Landlord or other parties under Landlord’s authority or control at the Demised Premises which occur during any period when Tenant was an occupant, then Landlord shall, at Landlord’s own expense, prepare and submit the required plans and carry out the approved plans. Landlord shall indemnify, defend and save the Tenant harmless from all fines, suits, procedures, claims and actions of any kind arising out of or in any way connected with any spills or discharges of hazardous substances or wastes solely to the extent such spill or discharge existed prior to the Commencement Date and/or were caused by the Landlord or other parties under Landlord’s authority or control at the Demised Premises which occur during the term of Tenant’s occupancy. Landlord reserves the right to contest the applicability of the Acts to Landlord or any DEP determinations or requirements.

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          28.12 The provisions of this Article 28 shall survive the termination or earlier expiration of this Lease.

     29. Auction Sales:

          29.1 Tenant shall not conduct or permit to be conducted any sale by auction or otherwise in, upon or from the Demised Premises whether said sale be voluntary, involuntary, pursuant to any assignment for the payment of creditors or pursuant to any bankruptcy or other insolvency proceeding.

     30. Holding Over:

          30.1 Subject to the provisions of Section 30.2 below, in the event Tenant shall remain in possession of the Demised Premises following the expiration of the term granted hereby and any renewals, without Landlord’s written permission, all terms of this Lease shall, as applicable, continue to govern such possession, except that Tenant shall have the status of a tenant at sufferance and shall pay to Landlord, as its exclusive damages for such wrongful holdover, for each month or part thereof during which said wrong holdover continues, double the total of the Fixed Rent and Additional Rent due from Tenant to Landlord at the time immediately preceding such holdover.

          30.2 Notwithstanding the foregoing in Section 30.1 above, Tenant shall have the right to holdover for a period of one (1) year after the Termination Date (the “Permitted Holdover Period”), as such date may be extended pursuant to Tenant’s “Options to Renew” under Section 40 below, provided that Tenant complies with the terms and provisions of this Section:

               (a) Tenant shall provide Landlord with not less than eleven (11) months prior written notice of its intention to holdover beyond the Termination Date, as such date may be extended pursuant to Tenant’s “Options to Renew” under Section 40 below.

               (b) The foregoing notice shall state the amount of time that Tenant intends to holdover in the Demised Premises, and the holdover period under this Section 30.2 shall be limited to the period stated.

               (c) For the first two (2) months of the Permitted Holdover Period, Tenant shall pay Fixed Rent at an amount equal to that being paid by Tenant immediately prior to the Permitted Holdover Period. Thereafter, through the remainder of the Permitted Holdover Period, Tenant shall pay Fixed Rent in an amount equal to one and one-half (1.5) times the Fixed Rent prior to the Permitted Holdover Period. Tenant shall also be required to pay Additional Rent during the Permitted Holdover Period.

               (d) Time is declared to be of the essence with regard to the provisions of this Section 30.2.

     31. Quiet Possession:

          31.1 Upon Tenant paying the rent reserved hereunder and observing and

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performing all of the covenants, conditions and provisions on Tenant’s part to be observed and performed hereunder, Tenant shall have quiet possession of the Demised Premises for the entire term hereof, subject to and in accordance with all the provisions of this Lease.

     32. Representations and Warranties of Landlord. Landlord represents and warrants to Tenant as follows:

          32.1 Landlord is the owner of good, marketable and insurable title to the Land upon which the Building is located. Such title is free and clean of all liens and encumbrances other than those set forth on that certain owner’s policy of title insurance issued by Commonwealth Land Title Insurance Company as Policy No. H001601 dated June 15, 2001, and shall remain that way except for subsequent financing obtained by Landlord in connection with the construction and financing of the Land and Building.

          32.2 Landlord has obtained and shall maintain all permits, approvals and easements as are necessary relating to the Private Communication Ductbank (as defined below), and shall continue such maintenance and make such repairs and approvals as are necessary with reasonable expedition. If Landlord defaults in its obligations under this Section 32.2 resulting in a “Shut-Down Condition”, Tenant shall have the right to perform Landlord’s obligations as provided in Section 5.2. For purposes hereof, the “Private Communications Ductbank” means the two (2) independent and redundant conduit ductbanks between the Demised Premises and the building located at 777 Central Boulevard, Carlstadt, New Jersey, each of which contains four (4) four inch (4”) diameter conduits. All costs incurred by Landlord to maintain and repair the Private Communication Ductbank and all governmental charges, taxes, impositions, and fees of every nature relating to the Private Communications Ductbank shall be charged, per capita, to the tenants of the Landlord and its affiliates who are connected to the Private Communications Ductbank (currently same include 410 Commerce Boulevard, 777 Commerce Boulevard and the Demised Premises) and Tenant agrees to reimburse the Landlord for Tenant’s per capita share of all such costs and expenses as Additional Rent pursuant to Section 3.1C of this Lease.

     33. Notices:

          33.1 All notices and demands which are contemplated or permitted to be given by either party shall be in writing and shall be served upon the parties at the following addresses:

If to Landlord:		760 Washington Avenue, L.L.C.
		71 Hudson Street
		Hackensack, N.J. 07601
		Attn: Edward Russo, Manager
		Fax No.: 201-487-6440
	With a copy to:	Richard G. Berger, Esq.
		Russo Development, LLC
		71 Hudson Street
		Hackensack, New Jersey 07601
		Fax No.: 201-487-6440

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If to Tenant:		SunGard Availability Services LP
		680 E. Swedesford Road
		Wayne, PA 19087
		Attention: Chief Financial Officer
		Fax No.: 610-341-1525
	With a copy to:	SunGard Data Systems Inc.
		680 E. Swedesford Road
		Wayne, PA 19087
		Attention: General Counsel
		Fax No.: 610-341-8115

          Notices shall be served either by personal service, or by mailing, certified mail, return receipt requested, postage prepaid. Notices can also be sent by facsimile transmission so long as it is sent by one of the other methods. Personal service shall be effective upon actual delivery in person or via a local or nationally recognized overnight courier service (including, for example, Federal Express) to the addressee. Service by facsimile and mail shall be deemed effective two (2) business days after the item has been successfully transmitted by facsimile and a true copy has been deposited in the United States Mail, to be delivered by certified mail, return receipt requested, properly addressed as above, and postage prepaid. Service by personal service shall be deemed effective upon receipt.

     34. Parties Bound:

          34.1 The covenants, agreements, terms, provisions and conditions of this Lease shall bind and benefit the respective successors, assigns and legal representatives of the parties hereto with the same effect as if mentioned in each instance where a party hereto is named or referred to, except that no violation of the provisions of Article 17 hereof shall operate to vest any rights in any successor, assignee or legal representative of Tenant and that the provisions of this Article 34 shall not be construed as modifying the conditions of limitation contained in Article 17 hereof, or Section 12.2 hereof.

     35. Abandoned Personal Property:

          35.1 Any personal property, which shall remain in the Demised Premises or any part thereof after the expiration or termination of the term of this Lease in violation of the provisions of Article 9 above shall be deemed to have been abandoned, and either may be retained by Landlord as its property or may be disposed of in such manner as Landlord may see fit seven (7) days after written notice to Tenant; provided, however, that the presence of such personal property without Landlord’s consent shall be conclusively deemed an unconsented holding over by Tenant rendering Tenant liable under Paragraph 30.1, unless Tenant has timely exercised rights under Section 30.2 and such personal property is removed on or before the expiration of the holdover period under Section 30.2. If such personal property or any part thereof shall be sold by Landlord, Landlord may receive and retain the proceeds of such sale as Landlord’s property without affecting Landlord’s rights against Tenant or resulting in any credit to Tenant from damages otherwise recoverable by Landlord.

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     36. Article Headings:

          36.1 The Article headings of this Lease are for convenience only and are not to be considered in construing the same.

     37. Governing Law:

          37.1 The laws of the State of New Jersey shall govern the validity, performance and enforcement of this Lease. The invalidity or unenforceability of any provision hereof shall not affect or impair any other provision.

     38. Letter of Acceptance:

          38.1 Upon the Tenant’s accepting the Demised Premises and commencing construction of Initial Tenant Improvements, after Substantial Completion of the Landlord Improvements pursuant to the terms and conditions hereof, the Tenant covenants and agrees that it will furnish to the Landlord a written statement that it accepts the Demised Premises, subject to the terms and conditions of the Lease as herein contained (including Punch List Items and latent defects).

     39. INTENTIONALLY OMITTED.

     40. Options to Renew:

          40.1. From and after the Effective Date, Section 40 of the original Lease shall be deleted in its entirety and is superseded and replaced by the provisions set forth below at Section 40.2 through 40.4 of this Lease.

          40.2. Tenant shall have the option to renew its Lease for the Demised Premises for two (2) renewal terms, each of which shall be for a period of five (5) years by providing Landlord with twelve (12) calendar months written notice prior to the expiration of the then current Term. TIME FOR NOTICE OF EXERCISE OF TENANT’S OPTIONS IS HEREBY DECLARED TO BE OF THE ESSENCE.

          40.3. The Fixed Rent payable by Tenant during the option terms if exercised shall be as set forth on Schedules “C-1” and “C-2” annexed hereto and incorporated herein by reference.

          40.4 All of the other terms, covenants, conditions and agreements set forth in the Lease as amended by this Lease shall apply to all renewal terms; except that there shall only be the two (2) options to renew granted in this Section 40 of this Lease.

     41. Right of First Offer to Purchase the Demised Premises:

          41.1 Tenant shall have a Right of First Offer for the purchase of the Demised Premises. Landlord agrees to provide Tenant with written notice of the availability of the Demised Premises for sale and to offer the Demised Premises in its entirety to Tenant on such terms as Landlord finds acceptable in its sole discretion, prior to marketing the Demised

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Premises to other prospective buyers. Tenant shall have sixty (60) days from the date of Landlord’s notice to respond in writing to the same. If Landlord has not received a written response by the end of said sixty (60) day period or if Tenant declines to accept Landlord’s offer or if Tenant makes a counteroffer that Landlord rejects in writing as unacceptable in its sole and absolute discretion, Landlord shall thereafter be free to market and sell the Demised Premises without further notice to Tenant. If Landlord and Tenant agree on terms for the sale of the Premises, but are subsequently unable, in good faith, to consummate an agreement with respect thereto acceptable to both Landlord and Tenant, Landlord shall thereafter be free to market and sell the Demised Premises on such terms and conditions as Landlord shall determine, subject as aforesaid.

     42. Conditional Guaranty of Payment.

          42.1 As additional consideration for this Lease, SunGard Data Systems Inc. shall provide to Landlord contemporaneously with the execution of this Lease a conditional guaranty of payment in the form annexed hereto as Schedules “F-1” and “F-2”.

     43. Mobile Data Center. Tenant shall have the right during a disaster recovery and/or a demonstration or testing event to park fifteen (15) of its mobile recovery Units (the “Units”) in the parking area adjacent to the Building (the “Parking Lot”), subject to Tenant’s obtaining any required permits. In addition, Tenant shall continue to have the right, at any time during the term of this Lease, and at Tenant’s sole cost and expense, to install a new or replace the existing “hitching post” (substantially similar in configuration to that set forth on the diagram attached hereto and made a part hereof as Schedule “E” to connect the Units to the Demised Premises, at the location set forth on Schedule “A” attached hereto, subject to Tenant’s receipt of any necessary governmental approvals with respect to such site. Tenant may request that the hitching post and any underground conduit to connect such post to the Demised Premises (or portions thereof), be installed by Landlord, which Landlord is willing to do at Tenant’s sole cost and expense.

     44. Rooftop Rights.

          44.1 Tenant shall have sole and exclusive rights to the use of the rooftop, provided that any installations thereon are made at Tenant’s sole cost and expense, and shall require Landlord’s consent, not to be unreasonably withheld, delayed or conditioned. Without limiting the forgoing, Landlord hereby reconfirms its consent to all rooftop equipment installed and existing as of the date of this Lease including the existing antenna and satellite dish (collectively, the “Antenna Equipment”) on the roof of the Building in their existing location or locations (the “Roof Demised Premises”). The term “Antenna Equipment” includes any related equipment, cabling, wiring or other device or thing used in or about the Building in connection with the aforedescribed antenna and related equipment. All future rooftop installations of Antenna Equipment and the manner of the installation thereof shall be subject to Landlord’s prior written approval, not to be unreasonably withheld, delayed or conditioned.

               All work, installation, maintenance and operation permitted by Landlord pursuant to this Amendment must conform to all laws, regulations and requirements of federal, state and county governments, and any other public or quasi-public authority having jurisdiction over the Roof Demised Premises. Tenant shall obtain all necessary licenses from the Federal

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Communications Commission (“FCC”) and all installation, maintenance and operation shall be conducted in conformance with FCC rules and/or operating authority.

               No Antenna Equipment installed at this time exceeds and none in the future may exceed three (3) feet in diameter or six (6) feet in height.

          44.2 The installation, maintenance and repair of all the Antenna Equipment shall be at the sole cost and expense of the Tenant. Unless the Landlord serves written notice allowing Tenant to leave the Antenna Equipment in place and in operating condition, Tenant shall, not later than at the expiration of the Term of the Lease, remove the Antenna Equipment from the roof of the Building and restore same to substantially the same condition as on the date hereof, ordinary wear and tear excepted.

          44.3 Tenant, at its sole cost and expense, shall procure and maintain in effect, all government approvals, including, but not limited to, any licenses or permits necessary for the installation, use, operation, maintenance, repair and/or removal of the Antenna Equipment.

          44.4 Tenant will, at Tenant’s expense, provide the necessary power installation for the operation of the Antenna Equipment. Tenant shall not install or operate any Antenna Equipment or other machinery that operates with voltage in excess of the Building capacity unless Tenant, at its sole cost and expense, installs such equipment as necessary to increase the Building capacity and obtains the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion.

          44.5 Subject to emergencies and periods of preventative maintenance, Landlord agrees that throughout the Term of this Lease, Tenant, or any of the designated representatives of Tenant, shall have 24-hour access to the roof of the Building for the purpose of installing, using, operating, maintaining and repairing the Antenna Equipment. Subject to the provisions of Section 11.9 above, Tenant shall indemnify, defend and hold harmless Landlord from and against any and all costs, expenses, claims, losses or damages resulting from and damage to property or injury to person resulting from any such access.

          44.6 Tenant acknowledges and agrees that any changes to and/or installations upon the roof are to be performed by a contractor approved by the entity providing the roof warranty so as not to void the warranty. For purposes hereof, J. Murphy Roofing and Sheet Metal, Inc. and Cannella Roofing, Inc. are contractors that satisfy the foregoing condition for a period of twelve (12) months from the date hereof. Prior to commencement of the work on the roof, Landlord shall inspect the roof to determine whether there is any existing damage which requires repair; and after completion of Tenant’s work on the roof, Landlord shall have a similar inspection conducted. If there is any damage to the roof during the foregoing period, Tenant shall be responsible, at its sole costs and expense for repairing any and all such damage, unless such damage was caused by the act or omission of Landlord, its employees, agents, contractors or invitees.

          44.7 The provisions of this Section 44 shall apply on a prospective basis from and after the date of this Agreement.

     45. INTENTIONALLY OMITTED.

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     46. Supplemental HVAC.

          46.1 Tenant shall have the right to maintain in place all HVAC systems existing as of the date of this Lease for exclusive use by Tenant on the roof of the Building and to supplement same to the extent that the roof can support the weight of such tonnage, as reasonably determined by Landlord. In the event such additional HVAC equipment cannot be accommodated on the roof, then Tenant shall have the right to install said HVAC equipment in or on another location (e.g., landscaped area outside the Building) reasonably acceptable to Landlord and Tenant. Tenant shall also have the right to install in the Demised Premises supplemental HVAC systems at locations determined by Tenant.

          46.2 Tenant shall be responsible for obtaining all permits and approvals as are necessary for the installation, use and operation of the HVAC equipment.

          46.3 Tenant shall obtain Landlord’s prior approval of all plans and specifications for the HVAC equipment, which shall include the proposed location of the HVAC equipment, which approval shall not be unreasonably withheld, delayed or conditioned.

          46.4 No discharge condenser air will be allowed to be ejected into the Building or Building plenum. Tenant shall pay all costs incurred in connection with the installation, use, operation, maintenance and, if applicable, removal of said HVAC units. Tenant shall, at its expense, maintain all said HVAC units in good condition.

          46.5 Tenant acknowledges and agrees that any such installations upon the roof are to be performed by a contractor approved by the entity providing the roof warranty so as not to void the warranty. For purposes hereof, J. Murphy Roofing and Sheet Metal, Inc. and Cannella Roofing, Inc. are contractors that satisfy the foregoing condition for a period of twelve (12) months from the date hereof. Prior to commencement of the work on the roof, Landlord shall inspect the roof to determine whether there is any existing damage which requires repair; and after completion of Tenant’s work on the roof, Landlord shall have a similar inspection conducted. If there is any damage to the roof during the foregoing period, Tenant shall be responsible, at its sole costs and expense for repairing any and all such damage.

     47. Venting.

          47.1 Tenant shall have the right to vent through the roof of the Building as required for the installation by Tenant of any special equipment in connection with its use of the Demised Premises, including but not limited to, supplemental HVAC units, kitchen exhaust, etc. The location and type of venting shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld. Tenant shall, at its expense, maintain all said venting and the area of the roof effected by such venting in good condition. Notwithstanding the foregoing, Tenant’s rights granted pursuant to this Paragraph are subject to the terms and conditions of Landlord’s roof warranties and contracts, and Tenant, at its cost, shall comply with the terms and conditions of said warranties and contracts, including, without limitation, any requirement that certain roofers or roofing companies perform such roof work.

          47.2 Tenant acknowledges and agrees that any such installations upon the roof

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are to be performed by a contractor approved by the entity providing the roof warranty so as not to void the warranty. For purposes hereof, J. Murphy Roofing and Sheet Metal, Inc. and Cannella Roofing, Inc. are contractors that satisfy the foregoing condition for a period of twelve (12) months from the date hereof. Prior to commencement of the work on the roof, Landlord shall inspect the roof to determine whether there is any existing damage which requires repair; and after completion of Tenant’s work on the roof, Landlord shall have a similar inspection conducted. If there is any damage to the roof during the foregoing period, Tenant shall be responsible, at its sole costs and expense for repairing any and all such damage.

     48. Grounding of Equipment.

          48.1 Tenant shall have the right to ground its equipment to the base steel in the Building at location(s) mutually agreed upon by Landlord and Tenant.

     49. Backup Electrical Generators.

          49.1 Tenant is hereby granted the right to maintain in place, at Tenant’s sole cost and expense, all above-ground backup electrical generators for Tenant’s use solely in the Demised Premises as of the date of this Lease. Tenant shall also be permitted to maintain in place such above-ground storage tanks as are necessary or appropriate to operate the Backup Electrical Generators in the event of a power outage or other emergency as same exist as of the date of this Lease. (Such items are hereinafter referred to as the “Generator System”.) Tenant has obtained and shall continue to be responsible for obtaining and maintaining all permits and approvals as are necessary for the Generator System.

          49.2 Tenant, at its sole cost and expense, shall be responsible for: (a) maintaining such permits and approvals as are necessary for the maintenance and operation of the Generator System; (b) complying with all applicable statutes, laws and/or ordinances, as are necessary to permit and continue the use, maintenance and operation of the Generator System; (c) repairing any damage or deterioration to the Landlord’s Premises or the Building caused in whole or in part by the existence, installation, removal, operation or maintenance of the Generator System; and (d) all expenses imposed by any statute, law or ordinance of any governmental, quasi-governmental or regulatory authority relating to the use and operation of the Generator System.

          49.3 Tenant may use the Generator System during: (a) testing and regular maintenance, and (b) any period of electrical power outage in the Demised Premises.

     50. Due Execution.

          50.1 The individual signing this Lease on behalf of the Tenant does hereby represent and warrant to Landlord that he/she has the full right, power, capacity and authority to execute and deliver this Lease as a binding and valid obligation of the Tenant hereunder. The individual signing this Lease on behalf of the Landlord does hereby represent and warrant to Tenant that he/she has the full right, power, capacity and authority to execute and deliver this Lease as a binding and valid obligation of the Landlord hereunder.

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     51. Payment of Tenant’s Legal Costs Under Special Circumstances.

          51.1 If Tenant files an action (i) to compel Landlord’s consent to Structural Alterations under Section 9.2, or (ii) to recover reimbursement for emergency repairs to avoid a Shut-Down Condition under Section 13.1, or (iii) to compel Landlord’s consent to a sublease or assignment under Section 17.1, and if the Tenant is the prevailing party in any such action, and if the Court determines that Landlord’s bad faith necessitated the filing of such an action, then in addition to other relief awarded to Tenant, Tenant shall be entitled to an award of reasonable counsel fees and litigation expenses in the discretion of the Court.

     IN WITNESS WHEREOF, Landlord and Tenant have executed or caused to be executed, these presents, as of the date first hereinabove set forth.

/s/	Amanda Soler	By:	/s/ Edward Russo
			Edward Russo, Manager
		SUNGARD AVAILABILITY SERVICES LP
		(Tenant)
/s/	Berenice Dwyer	By:	/s/ Edward C. McKeever
			Edward C. McKeever,
			Senior Vice President & CFO

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Schedule “A”
Lease Plan

- 43 -

- 44 -

Schedule “B”
Legal Description of the Land

- 45 -

Schedule B — Legal Description
760 Washington Avenue

BEGINNING at a bar and cap set at the intersection of the northwesterly line of Washington Avenue (County Route 503) with the division line between Lot 11 and Lot 12 in Block 127, and running thence (1) Along the northwesterly line of said Washington Avenue, South 23 degrees 54 minutes 00 seconds West a distance of 343.31 feet to a bar and cap set; thence (2) North 61 degrees 03 minutes 30 seconds West a distance of 94.76 feet to a bar and cap set; thence (3) North 68 degrees 03 minutes 30 seconds West a distance of 807.86 feet to a bar and cap set; thence (4) North 18 degrees 41 minutes 10 seconds East a distance of 337.83 feet to a bar and cap set; thence (5) South 68 degrees 22 minutes East a distance of 381.18 feet to a bar and cap set; thence (6) South 67 degrees 15 minutes East a distance of 551.72 feet to the point or place of BEGINNING.

The above description being drawn in accordance with a survey prepared by Boswell Engineering, dated February 6, 2003, revised to July 10, 2003 and August 6, 2003.

For Information Purposes Only: “In compliance with Chapter 157, Laws of 1977, premises herein is Lot 10 and 11 in Block 127 on the Tax Map of the above municipality.”

TOGETHER with the rights under a Deed of Easement by Vincent Frattarelli, Louis Frattarelli, Jeanette Coppa and Yolanda Faustini, individually, and as Co-Executors and Co-Trustees of the Last Will and Testament of Angelina Frattarelli to 760 Washington Avenue, L.L.C., a New Jersey Limited Liability Company, dated October 11, 2002, recorded October 22, 2002 in Deed Book 8520, page 729.

TOGETHER with the rights under a Deed of Easement by Central Boulevard Associates to 760 Washington Avenue, L.L.C., a New jersey Limited Liability Company, dated September 23, 2002, December 3, 2002 in Deed Book 8530, page 451.

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Schedule “C”
FIXED RENT FROM THE COMMENCEMENT DATE THROUGH SEPTEMBER 30, 2015

Fixed Rent for Unit A

Demised Premises 104,171 square feet

	Annual		Total		Monthly
Period	Rent PSF		Rent		Rent
February 1, 2003 through September 30, 2003	$	17.09	$	1,186,854.93	$	148,356.87
October 1, 2003 through September 30, 2004	$	17.60	$	1,833,409.60	$	152,784.13
October 1, 2004 through September 30, 2005	$	18.13	$	1,888,620.23	$	157,385.02
October 1, 2005 through September 30, 2006	$	18.67	$	1,944,872.57	$	162,072.71
October 1, 2006 through September 30, 2007	$	19.23	$	2,003,208.33	$	166,934.03
October 1, 2007 through September 30, 2008	$	19.81	$	2,063,627.51	$	171,968.96
October 1, 2008 through September 30, 2009	$	20.41	$	2,126,130.11	$	177,177.51
October 1, 2009 through September 30, 2010	$	21.02	$	2,189,674.42	$	182,472.87
October 1, 2010 through September 30, 2011	$	21.65	$	2,255,302.15	$	187,941.85
October 1, 2011 through September 30, 2012	$	22.30	$	2,323,013.30	$	193,584.44
October 1, 2012 through September 30, 2013	$	22.97	$	2,392,807.87	$	199,400.66
October 1, 2013 through September 30, 2014	$	23.66	$	2,464,685.86	$	205,390.49
October 1, 2014 through September 30, 2015	$	24.37	$	2,538,647.27	$	211,553.94
Total Fixed Rent			$	27,210,854.15

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Schedule “C”
FIXED RENT FROM THE COMMENCEMENT DATE THROUGH SEPTEMBER 30, 2015

Fixed Rent for Unit B

Demised Premises 68,306 square feet

	Annual		Total		Monthly
Period	Rent PSF		Rent		Rent
January 1, 2004 through September 30, 2004	$	18.36	$	940,573.62	$	104,508.18
October 1, 2004 through September 30, 2005	$	18.89	$	1,290,300.34	$	107,525.03
October 1, 2005 through September 30, 2006	$	19.43	$	1,327,185.58	$	110,598.80
October 1, 2006 through September 30, 2007	$	19.99	$	1,365,436.94	$	113,786.41
October 1, 2007 through September 30, 2008	$	20.57	$	1,405,054.42	$	117,087.87
October 1, 2008 through September 30, 2009	$	21.17	$	1,446,038.02	$	120,503.17
October 1, 2009 through September 30, 2010	$	21.78	$	1,487,704.68	$	123,975.39
October 1, 2010 through September 30, 2011	$	22.41	$	1,530,737.46	$	127,561.46
October 1, 2011 through September 30, 2012	$	23.06	$	1,575,136.36	$	131,261.36
October 1, 2012 through September 30, 2013	$	23.73	$	1,620,901.38	$	135,075.12
October 1, 2013 through September 30, 2014	$	24.42	$	1,668,032.52	$	139,002.71
October 1, 2014 through September 30, 2015	$	25.13	$	1,716,529.78	$	143,044.15
Total Fixed Rent			$	17,373,631.10	$	868,681.56
					$	434,340.78

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Schedule “C-1”
FIXED RENT FOR UNIT A FROM OCTOBER 1, 2015 FOR THE INITIAL TERM AND
THE OPTION TERMS

Total Square Footage 104,171

	Annual Rent		Total Fixed		Monthly Fixed
Period	PSF		Rent		Rent
October 1, 2015 to September 30, 2016	$	23.37	$	2,434,476.27	$	202,873.02
October 1, 2016 to September 30, 2017	$	24.07	$	2,507,510.56	$	208,959.21
October 1, 2017 to September 30, 2018	$	24.79	$	2,582,735.87	$	215,227.99
October 1, 2018 to September 30, 2019	$	25.54	$	2,660,217.95	$	221,684.83
October 1, 2019 to September 30, 2020	$	26.30	$	2,740,024.49	$	228,335.37

Total Fixed Rent for Unit A From October 1, 2015 Through the Initial Term $12,924,965.14

Fixed Rent for Demised Premises for the First Five Year Renewal Term

	Annual Rent		Total Fixed		Monthly Fixed
Period	PSF		Rent		Rent
October 1, 2020 to September 30, 2021	$	28.25	$	2,942,987.96	$	245,249.00
October 1, 2021 to September 30, 2022	$	29.10	$	3,031,277.60	$	252,606.47
October 1, 2022 to September 30, 2023	$	29.97	$	3,122,215.93	$	260,184.66
October 1, 2023 to September 30, 2024	$	30.87	$	3,215,882.41	$	267,990.20
October 1, 2024 to September 30, 2025	$	31.80	$	3,312,358.88	$	276,029.91

Fixed Rent for the Demised Premises for the Second and Final Renewal Term

	Annual Rent		Total Fixed		Monthly Fixed
Period	PSF		Rent		Rent
October 1, 2025 to September 30, 2026	$	32.75	$	3,411,729.65	$	284,310.80
October 1, 2026 to September 30, 2027	$	33.73	$	3,514,081.54	$	292,840.13
October 1, 2027 to September 30, 2028	$	34.75	$	3,619,503.98	$	301,625.33
October 1, 2028 to September 30, 2029	$	35.79	$	3,728,089.10	$	310,674.09
October 1, 2029 to September 30, 2030	$	36.86	$	3,839,931.78	$	319,994.31

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Schedule “C-2”
FIXED RENT FOR UNIT B FROM OCTOBER 1, 2015 FOR THE INITIAL TERM AND
THE OPTION TERMS

Total Square Footage 68,306

	Annual Rent		Total Fixed		Monthly Fixed
Period	PSF		Rent		Rent
October 1, 2015 to September 30, 2016	$	24.13	$	1,648,223.78	$	137,351.98
October 1, 2016 to September 30, 2017	$	24.85	$	1,697,670.49	$	141,472.54
October 1, 2017 to September 30, 2018	$	25.60	$	1,748,600.61	$	145,716.72
October 1, 2018 to September 30, 2019	$	26.37	$	1,801,058.63	$	150,088.22
October 1, 2019 to September 30, 2020	$	27.16	$	1,855,090.39	$	154,590.87

Total Fixed Rent for Unit B From October 1, 2015 Through the Initial Term $8,750.643.89

Fixed Rent for Demised Premises for the First Five Year Renewal Term

	Annual Rent		Total Fixed		Monthly Fixed
Period	PSF		Rent		Rent
October 1, 2020 to September 30, 2021	$	29.13	$	1,989,928.47	$	165,827.37
October 1, 2021 to September 30, 2022	$	30.01	$	2,049,626.33	$	170,802.19
October 1, 2022 to September 30, 2023	$	30.91	$	2,111,115.12	$	175,926.26
October 1, 2023 to September 30, 2024	$	31.83	$	2,174,448.57	$	181,204.05
October 1, 2024 to September 30, 2025	$	32.79	$	2,239,682.03	$	186,640.17

Fixed Rent for the Demised Premises for the Second and Final Renewal Term

	Annual Rent		Total Fixed		Monthly Fixed
Period	PSF		Rent		Rent
October 1, 2025 to September 30, 2026	$	33.77	$	2,306,872.49	$	192,239.37
October 1, 2026 to September 30, 2027	$	34.79	$	2,376,078.66	$	198,006.56
October 1, 2027 to September 30, 2028	$	35.83	$	2,447,361.02	$	203,946.75
October 1, 2028 to September 30, 2029	$	36.90	$	2,520,781.85	$	210,065.15
October 1, 2029 to September 30, 2030	$	38.01	$	2,596,405.31	$	216,367.11

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Schedule “D”
Routine Landlord Maintenance

1. Exterior Walls: Landlord’s maintenance to the exterior precast walls shall include the application of a stain coating approximately one (1) time every five (5) years. In addition, the exterior brick surfaces shall be coated with a waterproofing material such as Prime-A-Pel or an equivalent substitute at least one (1) time every five (5) years. This shall be a common expense and Tenant shall pay its proportionate share.

2. Dock Seals, Dock Shelters, Loading Doors: Tenant agrees that it shall procure a maintenance contract for all dock levelors and loading doors in the Demised Premises at Tenant’s sole cost and expense.

3. Parking and Loading Areas: All paved areas shall be resurfaced approximately once every ten (10) years. This work shall include the removal and replacement of approximately 2” of fine aggregate (FABC), hot bituminous concrete, mix I-5 top course. This shall be a common expense and Tenant shall pay its proportionate share.

4. Roof Areas: Landlord shall perform annual inspections on the roof.

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Schedule “E”

Diagram Of Typical Hitching Post

- 52 -

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EXHIBIT F-1

CONDITIONAL GUARANTY OF PAYMENT

     In consideration of, and as the material inducement for the granting, execution and delivery of a certain Lease dated as of November ___, 2009 (hereinafter called the “Lease”), by 760 WASHINGTON AVENUE, L.L.C., having an address c/o Russo Development, L.L.C., 71 Hudson Street, Hackensack, New Jersey 07601, Attention: Edward Russo (hereinafter called the “Landlord”), to SUNGARD AVAILABLITY SERVICES LP, a limited partnership of the Commonwealth of Pennsylvania, having an address of 1285 Drummers Lane, Wayne, Pennsylvania 19087, Attention: General Counsel (hereinafter called the “Tenant”), and in further consideration of the sum of ONE DOLLAR ($1.00) and other good and valuable consideration paid by the Landlord to the undersigned, the receipt whereof is hereby acknowledged, the undersigned, SUNGARD DATA SYSTEMS, INC. (hereinafter called the “Guarantor”), hereby agrees as follows:

     1. Guarantor guarantees to the Landlord, its successors and assigns, the full and prompt payment of all Fixed Rent, Additional Rent (including, without limitation, charges constituting Additional Rent as a result of non-performance of Lease obligations by Tenant), and any and all other sums and charges payable by the Tenant, its successors and assigns, under said Lease, and the Guarantor hereby covenants and agrees with the Landlord, its successors and assigns, that if default shall at any time be made by the Tenant, its successors and assigns, in the payment of any such Fixed Rent or Additional Rent or other sums payable by the Tenant under said Lease, the Guarantor will, if said default remains uncured after notice to Tenant and expiration of the applicable cure period under the Lease and after ten (10) days written notice to Guarantor, forthwith pay such Fixed Rent, Additional Rent or other sums to the Landlord, its successors and assigns, and any arrears thereof, and will forthwith pay to the Landlord all damages recognized under the Lease that may arise in consequence of any uncured default by the Tenant, its successors and assigns, under said Lease, including reasonable attorneys’ fees incurred by Landlord because of said default.

          Notwithstanding anything to the contrary, this Guaranty is expressly conditioned upon and shall only be enforceable against the Guarantor only if any of the following conditions have occurred and only so long as such shall continue to occur:

               (a) Tenant’s net worth decreases to less than $50,000,000.00 utilizing Generally Accepted Accounting Principles in the United States (“GAAP”) and the same accounting methodology used for the preparation of Tenant’s 2001, un-audited financial statements dated March 7, 2002, as furnished to Landlord; or

               (b) Tenant’s total debt to total equity ratio increases above 2.5 to 1; or

               (c) If there is any default by Tenant under Section 14.1(c) of the Lease which is not subsequently cured.

     2. THIS GUARANTY IS AN ABSOLUTE, BUT CONDITIONAL, GUARANTY OF PAYMENT ONLY AND NOT OF PERFORMANCE. It shall be enforceable against the

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Guarantor, its personal representatives, successors and assigns, without the necessity of any suit or proceedings on the Landlord’s part of any kind or nature whatsoever against the Tenant, its successors and assigns, and without the necessity of any notice to Guarantor of non-payment, which, except as provided herein, the Guarantor hereby expressly waives, and the Guarantor hereby expressly agrees that the validity of this Guaranty and the obligations of the Guarantor hereunder shall in no way be terminated, affected or impaired by reason of the assertion or the failure to assert by the Landlord against the Tenant, or Tenant’s successors and assigns, of any of the rights or remedies reserved to the Landlord pursuant to the provisions of the said Lease. Notwithstanding anything to the contrary Guarantor shall have all of the defenses, right and remedies of Tenant under the Lease.

     3. This Guaranty shall be a continuing guaranty until it expires or is replaced as provided below:

          (a) This Guaranty shall terminate in all events on January 31, 2018.

          (b) This Guaranty shall terminate prior to January 31, 2018, and shall be of no further force or affect, upon the occurrence of any of the following events:

               (i) upon the satisfaction of all of the following events and upon delivery of written proof thereof to Landlord: (A) Tenant is a publicly traded entity on a United States stock exchange, and (B) Tenant has a net worth utilizing GAAP equal to or greater than One Billion and 00/100 ($1,000,000,000.00) Dollars, and (C) Tenant has an Issuer Credit Rating or Corporate Credit Rating of at least BBB+ by Standard and Poor’s; or

               (ii) upon the satisfaction of all of the following events and upon delivery of written proof thereof to Landlord: (A) Tenant undergoes a “change of control” (as hereinafter defined); and (B) either the Tenant or the “New Guarantor” (as hereinafter defined) has at the time of the change of control or thereafter: (1) a net worth utilizing GAAP equal to or greater than One Billion and 00/100 ($1,000,000,000.00) Dollars and (2) an Issuer Credit Rating or Corporate Credit Rating of at least BBB+ by Standard and Poor’s. For purposes hereof, the term “change of control” is defined as a sale of Tenant, a merger, or a spinoff which results in the Guarantor losing majority ownership of Tenant. The term “New Guarantor” is defined as the entity or entities which acquire majority ownership of Tenant and which execute and deliver to Landlord a Conditional Guaranty of Payment in the same form as this Guaranty (or otherwise acceptable to Landlord). If the Tenant or a New Guarantor does not have an Issuer Credit Rating, the Tenant or New Guarantor shall obtain a Corporate Credit Rating from Standard and Poor’s, at their sole cost and expense without contribution by Landlord to demonstrate that Tenant or New Guarantor satisfy the conditions precedent set forth above; or

               (iii) if prior to January 31, 2013, Tenant or Guarantor (or any successor thereto) deposits with Landlord an irrevocable letter of credit to secure Tenant’s obligations under the Lease in the form annexed hereto as Schedule “F-2” in the amount of Four Million and 00/100 ($4,000,000.00) Dollars issued by an institutional lender reasonably acceptable to Landlord, which shall reduce automatically to Two Million and 00/100 Dollars ($2,000,000.00) on February 1, 2013, and which shall automatically expire as of January 31, 2018; or

               (iv) if from and/or after February 1, 2013, Tenant or Guarantor (or any

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successor thereto) deposits with Landlord an. irrevocable letter of credit to secure Tenant’s obligations under the Lease in the form annexed hereto as Schedule “F-2” in the amount of Two Million and 00/100 Dollars ($2,000,000.00), and which shall automatically expire as of January 31, 2018.

     4. The liability of the Guarantor hereunder shall in no way be affected, modified or diminished by reason of any assignment, renewal, modification or extension of the Lease or any dealings or transactions or matter or thing occurring between Landlord and Tenant, or any bankruptcy, insolvency, reorganization, liquidation, arrangement, assignment for the benefit of creditors, receivership, trusteeship or similar proceeding affecting Tenant, whether or not notice thereof is given to Guarantor, or by reason of any dealings or transactions or matter or thing occurring between the Landlord and the Tenant, its successors or assigns, whether or not notice thereof is given to the Guarantor.

     5. Until all the covenants and conditions in said Lease on Tenant’s part to be performed and observed are fully performed and observed, Guarantor hereby subordinates to Landlord’s interests hereunder and under the Lease: (a) any right of subrogation against Tenant by reason of any payments or acts of performance by the Guarantor, in compliance with the obligations of the Guarantor hereunder; (b) any right to enforce any remedy which Guarantor now or hereafter shall have against Tenant by reason of any one or more payments or acts of performance in compliance with the obligations of Guarantor hereunder; and (c) any liability or indebtedness of Tenant now or hereafter held by Guarantor to the obligations of Tenant to the Landlord under said Lease. During the period of a continuing “Event of Default” under the Lease, Guarantor shall not accept repayment of any loan owed by Tenant to Guarantor, or its affiliates, but shall require that Tenant first apply all such repayments to the payment of all Fixed Rent and Additional Rent, and all sums necessary to cure any event of default on the part of Tenant under the Lease; otherwise, payments may be made in the ordinary course between Tenant and Guarantor.

     6. All of the Landlord’s rights and remedies under the said Lease or under this Guaranty are intended to be distinct, separate and cumulative and no such right and remedy therein or herein contained is to be in exclusion of or a waiver of any of the others.

     7. No delay on the part of Landlord in exercising any right, power or privilege under this Guaranty or failure to exercise the same shall operate as a waiver of, or otherwise affect any such right, power or privilege, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.

     8. No waiver or modification of any provision of this Guaranty shall be effective unless in writing and signed by Landlord and Guarantor.

     9. The Guarantor irrevocably consents to jurisdiction and venue of any cause of action arising under or relating to the said Lease and/or this Guaranty solely and exclusively in the state or federal courts of New Jersey. The Guarantor hereby irrevocably consents and agrees to transfer of any such action pending in any other jurisdiction to the state or federal courts in New Jersey. The Guarantor agrees that service of process by certified mail return receipt requested to the address set forth on page 1 above shall be sufficient to obtain in personam jurisdiction over the Guaranty in any action instituted pursuant to the Lease and/or this Guaranty.

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     10. Except as provided in the prior paragraph, any notices provided hereunder shall be sent by a nationally recognized overnight delivery service (e.g., Federal Express), postage prepaid, for next business day delivery, to the appropriate address set forth on page 1 above.

     11. This Agreement is entered into in the State of New Jersey and shall be governed and construed according to the laws of the State of New Jersey.

IN WITNESS WHEREOF, the Guarantor has hereunto set its hand and seal this ___day of December, 2009.

SUNGARD DATA SYSTEMS INC., a Delaware corporation
By:
	Name:
	Title:

STATE OF PENNSYLVANIA	)
	)	ss.
COUNTY OF CHESTER	)

     On this                      day of December, 2009, before me personally came                                           to me known, who being by me duly sworn, did depose and say that he is the                                          of SunGard Data Systems Inc., a Delaware corporation, and that he was authorized to execute and executed the foregoing instrument on behalf of and as the act and deed of said corporation.

                      Notary Public 

My Commission Expires:

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Exhibit F — 2
Form of Letter of Credit

                    , 2009

760 Washington Avenue, LLC
71 Hudson Street
Hackensack, NJ 07601

Attention: Edward Russo, Manager

Ladies and Gentlemen:

          At the request and for the account of our customer, SunGard Availability Service LP [or, if applicable, SunGard Availability Service, LLC] (the “Company”), we hereby establish this Irrevocable, Unconditional, Transferable Sight Draft Letter of Credit No.                                         (“this Letter of Credit”) in favor of 760 Washington Avenue, L.L.C., a New Jersey limited liability company, and its successors and assigns (the “Beneficiary”) by our signatures below and the Beneficiary’s receipt hereof. The amount available to be drawn under this Letter of Credit is U.S. Four Million and 00/100 ($4,000,000.00) Dollars, which shall reduce automatically to U.S. Two Million and 00/100 Dollars ($2,000,000.00) on February 1, 2013, and which shall automatically expire as of January 31, 2018 (the “Letter of Credit Amount”).

          We irrevocably and unconditionally agree to honor at sight any demand for payment made by the Beneficiary which complies with the terms of this Letter of Credit.

          The Beneficiary’s demand for payment and sight draft under this Letter of Credit must be made by presentation of a document in the form of Exhibit A to this Letter of Credit (the “Beneficiary’s Demand”) together with the original of this Letter of Credit. The Beneficiary’s Demand must be completed, purported to be signed by any Authorized Officer of the Beneficiary, and presented to us with the original of this Letter of Credit at our offices on a business day at or before 5:00 p.m., New York time, on or prior to                                         , 2018 (the “Expiry Date”). With respect to the preceding sentence, (a) an “Authorized Officer” is any person purporting to be a manager, CEO, president, vice president, treasurer, general counsel or secretary of the Beneficiary, (b) “our offices” are located at                                         , Attention: Letter of Credit Department, or such other address that we may specify in an amendment to this Letter of Credit that is actually received by the Beneficiary not less than ten (10) days prior to the Expiry Date and (c) a “business day” is any day other than a Saturday, Sunday or federal holiday on which commercial banks are open to do business in the State of New York.

          It is a provision of this credit that it shall be automatically extended without amendment for additional periods of one (1) year from the present or each future expiration date unless at least thirty (30) days prior to the expiration date,                                          notifies the Beneficiary, in writing by certified mail (return receipt requested) or courier

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that we elect not to so renew this credit.

          If the Beneficiary’s Demand is presented in the manner required hereby together with the original of this Letter of Credit, we shall honor such demand for payment at sight by wire transfer to the Beneficiary (or any designee of the Beneficiary) of our own immediately available funds (and not with the funds of the Company) to the account so noted in such Demand (a) in the case of the presentation of the original of this Letter of Credit and the Beneficiary’s Demand on or before 1:00 p.m., New York time, on the next business day on which we receive such and (b) in the case of a presentation of the original of this Letter of Credit and the Beneficiary’s Demand after 1:00 p.m., New York time, on the second business day after the business day on which we receive such demand.

          One drawing for the Letter of Credit Amount or partial drawings are permitted under this Letter of Credit. If the Beneficiary makes partial drawings hereunder, the Letter of Credit Amount shall be reduced from time to time by the amount of such partial drawings.

          Only the Beneficiary, as beneficiary of this Letter of Credit, may make the Beneficiary’s Demand and a drawing under this Letter of Credit. Upon the payment of our funds to the Beneficiary, to the Beneficiary’s order or to an account of the Beneficiary we will be fully discharged to the extent of such payment of our obligations under this Letter of Credit with respect to such demand for payment.

          This Letter of Credit is transferable in its entirety (but not in part) except to any person with which U.S. persons are prohibited from doing business under U.S. foreign assets control regulations or other applicable U.S. laws and regulations. We shall not recognize any transfer of this Letter of Credit until this original Letter of Credit together with any amendment(s) and a signed and completed transfer form reasonably acceptable to us is received. Such transfer shall be at no cost to Beneficiary.

          This Letter of Credit sets forth in full our undertaking, and such undertaking will not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to in this Letter of Credit or the Beneficiary’s Demand.

          This Letter of Credit shall be governed by the Uniform Customs and Practice for Documentary Credits, 1993 Revision, ICC Publication No. 500.

Very truly yours, [Financial Institution]
By:
	Name:
	Title:

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Exhibit A to [Name of Financial Institution]. Irrevocable, Unconditional, Transferable
Sight Draft Letter of Credit No.                                         

Date : [Print or type date]

To : [Financial Institution]

     The undersigned hereby notifies you that your customer, SunGard Availability Services LP [or, if applicable, SunGard Availability Service, LLC] (the “Company”), under Irrevocable, Unconditional, Transferable Sight Draft Letter of Credit No.___, has defaulted in its obligations to the undersigned [BENEFICIARY’S NAME] (the “Beneficiary”) pursuant to the terms and provisions of that certain Lease Agreement dated December ___, 2004, between 760 WASHINGTON AVENUE, L.L.C., as landlord, and SunGard Availability Services LP, as tenant, for space in the building located at 410 Commerce Boulevard, Carlstadt, New Jersey 07072, and hereby directs you as follows:

PAY TO THE ORDER OF [BENEFICIARY’S NAME] (the “BENEFICIARY”) THE SUM OF ___DOLLARS AND ___CENTS DRAWN UNDER IRREVOCABLE, UNCONDITIONAL, TRANSFERABLE SIGHT DRAFT LETTER OF CREDIT NO.___. [Print or type amount and letter of credit number.] THE BENEFICIARY OF SUCH LETTER OF CREDIT HEREBY DEMANDS PAYMENT OF THE FOREGOING TO ITS ACCOUNT AT [BANK NAME] [ABA NUMBER] [ACCOUNT NAME] [ACCOUNT NUMBER].

Name:	[Print or type Name]
Title [Print or type Title of Authorized Officer]

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EX-10.16

Exhibit 10.16

THIRD AMENDMENT TO LEASE AGREEMENT

     THIS THIRD AMENDMENT TO LEASE AGREEMENT (the “Third Amendment”) is entered into effective this 23 day of November, 2009, by and between:

410 COMMERCE, L.L.C., a New Jersey Limited Liability Company, located at 71 Hudson Street, Hackensack, New Jersey 07601 (the “Landlord”);

- AND -

SUNGARD AVAILABILITY SERVICES LP, a Pennsylvania limited partnership, located at 680 E. Swedesford Road, Wayne, Pennsylvania 19807 (the “Tenant”).

R E C I T A L S

     A. Landlord and Tenant are parties to a certain Lease Agreement dated January 19, 2005, as amended by a certain First Amendment to Lease Agreement dated November 29, 2005 and a certain Third Amendment to Lease Agreement dated December 17, 2008, respecting the premises owned by Landlord and commonly known as 410 Commerce Boulevard, Carlstadt, Bergen County, New Jersey (the “Landlord’s Premises”). The said Lease Agreement, First Amendment to Lease Agreement and Third Amendment to Lease Agreement are sometimes hereinafter collectively referred to as the “Lease.”

     B. The Landlord and Tenant wish to extend the term of the Lease for a period of five (5) years from October 1, 2015 to September 30, 2020 and to replace the provisions of the Lease regarding Tenant’s options to renew with new provisions.

AGREEMENT

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, and the parties intending to be legally bound by the terms of this Third Amendment, the parties agree as follows:

1. Incorporation of Recitals; Definitions of Terms.

     1.1. The Recitals set forth above are incorporated herein by reference as if set forth herein at length, and are made a part of this Third Amendment.

     1.2. All capitalized terms set forth in this Third Amendment, unless otherwise specifically defined in this Third Amendment, shall be defined as provided in the Lease.

2. Extension of Lease Term.

     2.1. The Termination Date of the Lease as to the entire Demised Premises is hereby extended from September 30, 2015, to September 30, 2020. The period from the Commencement Date stated in the Lease through September 30, 2020 (and, if the option(s) to renew as described in Paragraph 3 below is/are exercised, through September 30, 2025, and September 30, 2030, respectively), is referred to as the Term.

3. Fixed Rent.

     3.1. Commencing on October 1, 2009 and for the balance of the Term (i.e., through September 30, 2020), the Tenant shall pay Fixed Rent in the amounts set forth on Schedule “C” annexed hereto and made a part hereof (which is intended to and shall replace Schedule “C” to the Lease Agreement). Schedule “C” sets forth the agreed upon Fixed Rent due from the Tenant to the Landlord from the Effective Date of this Third Amendment through the Termination Date (as provided for herein).

4. Options to Renew.

     4.1. Section 40 of the original Lease is deleted in its entirety and is superseded and replaced by the provisions set forth in this Section 4 as set forth below.

     4.2. Tenant shall have the right to renew its Lease for the Demised Premises for two (2) periods of five (5) years each by providing Landlord with not less than twelve (12) calendar months written notice prior to the expiration of the then current term. (For purposes hereof, the foregoing renewal terms shall be referred to as the “First Renewal Option Period” and the “Second Renewal Option Period”, respectively.) TIME FOR NOTICE OF EXERCISE OF TENANT’S OPTIONS IS HEREBY DECLARED TO BE OF THE ESSENCE.

     4.2.1. The Fixed Rent for First Renewal Option Period (i.e., October 1, 2020, to September 30, 2025), if exercised, shall be in accordance with Schedule “C-1” annexed hereto.

2

          4.2.2. The Fixed Rent for the Second Renewal Option Period (i.e., October 1, 2025, to September 30, 2030), if exercised, shall be in accordance with Schedule “C-1” annexed hereto.

     4.3 Except as to the amount of Fixed Rent, all of the other terms, covenants, conditions and agreements set forth in the Lease as amended by this Third Amendment shall apply to all renewal terms; except that there shall only be two (2) options to renew as set forth in this Section 5.

5. Miscellaneous.

     5.1. Except as modified by this Third Amendment, all of the terms, covenants, conditions, provisions and agreements set forth in the Lease are incorporated herein by reference and continued in full force and effect. To the extent of any conflict between the provisions of the Lease and this Third Amendment, the provisions of this Third Amendment shall prevail.

     5.2. This Third Amendment shall be construed and enforced in accordance with the laws of the State of New Jersey. Any litigation arising under or respecting the actions of the parties taken pursuant to the terms of this Third Amendment shall be solely and exclusively venued in the federal or state courts of New Jersey.

     5.3. This Third Amendment constitutes the entire understanding of the parties with respect to the extension of the term of the Lease, and there are no representations, warranties, or agreements other than those expressly set forth herein.

     5.4. A modification or waiver of any of the provisions of this Third Amendment shall be effective only if made in writing and executed with the same formality as this Third Amendment. The failure of either party to insist upon strict performance of any of the provisions of this Third Amendment shall not be construed as a waiver of any subsequent default of the same or similar nature.

     5.5 This Third Amendment may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument, and any of the parties or signatories hereto may execute this Third Amendment by signing any such counterpart.

3

     IN WITNESS WHEREOF, the parties have hereto have executed this Third Amendment as of the day and year first above written.

WITNESS:

	410 COMMERCE, L.L.C.
/s/ Amanda Soler
	By:	/s/ Edward Russo
		Edward Russo, Manager

	SUNGARD AVAILABILITY SERVICES LP
/s/ Berenice Dwyer
	By:	/s/ Edward C. McKeever
		Edward C. McKeever,
		Senior Vice President and CFO

4

CONSENT AND ACKNOWLEDGMENT

SUNGARD DATA SYSTEMS INC., a Delaware corporation, the ultimate parent of SunGard Availability Services LP, hereby executes this instrument for purposes of acknowledging that its obligations under a certain Unconditional Guaranty of Payment dated December ___, 2008, and executed on December 16, 2008 relating to that certain Lease Agreement between 410 Commerce, LLC, as landlord, and SunGard Availability Services LP, as tenant, dated January 19, 2005, as amended by that certain First Amendment to Lease Agreement dated November 29, 2005 and that Second Amendment to Lease Agreement dated December 17, 2008 , with respect to certain premises located at 410 Commerce Boulevard, in the Borough of Carlstadt, County of Bergen, and State of New Jersey, shall remain in full force and effect, and that the definition of the “Lease” therein shall be expanded to include that certain Third Amendment to Lease Agreement dated as of even date herewith, to which this Consent and Acknowledgment is attached.

	SUNGARD DATA SYSTEMS INC.
/s/ Berenice Dwyer
	By:	/s/ Michael J. Ruane
		Michael J. Ruane,
		Senior Vice President and CFO
	November 23, 2009

5

Schedule C
Fixed Rent for Units B, C and D From and After October 1, 2015 for Balance of Term

Total Square Footage 146,285 

Period	Annual Rent PSF		Total Fixed Rent		Monthly Fixed Rent
October 1, 2015 to September 30, 2016	$	20.10	$	2,940,328.50	$	245,027.38
October 1, 2016 to September 30, 2017	$	20.70	$	3,028,538.36	$	252,378.20
October 1, 2017 to September 30, 2018	$	21.32	$	3,119,394.51	$	259,949.54
October 1, 2018 to September 30, 2019	$	21.96	$	3,212,976.34	$	267,748.03
October 1, 2019 to September 30, 2020	$	22.62	$	3,309,365.63	$	275,780.47
Total Fixed Rent for Entire Demised Premises From October 1, 2015 Through the Extended Term					$	15,610,603.33

6

Schedule “C-1”

Schedule of Fixed Rent for First Renewal Option Period

Period	Annual Rent PSF		Total Fixed Rent		Monthly Fixed Rent
October 1, 2020 to September 30, 2021	$	24.47	$	3,579,926.85	$	298,327.24
October 1, 2021 to September 30, 2022	$	25.21	$	3,687,324.66	$	307,277.05
October 1, 2022 to September 30, 2023	$	25.96	$	3,797,944.40	$	316,495.37
October 1, 2023 to September 30, 2024	$	26.74	$	3,911,882.73	$	325,990.23
October 1, 2024 to September 30, 2025	$	27.54	$	4,029,239.21	$	335,769.93

7

Schedule “C-2”

Schedule of Fixed Rent for Second Renewal Option Period

Period	Annual Rent PSF		Total Fixed Rent		Monthly Fixed Rent
October 1, 2025 to September 30, 2026	$	28.37	$	4,150,116.39	$	345,843.03
October 1, 2026 to September 30, 2027	$	29.22	$	4,274,619.88	$	356,218.32
October 1, 2027 to September 30, 2028	$	30.10	$	4,402,858.48	$	366,904.87
October 1, 2028 to September 30, 2029	$	31.00	$	4,534,944.23	$	377,912.02
October 1, 2029 to September 30, 2030	$	31.93	$	4,670,992.56	$	389,249.38

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Schedule “C-2”

Schedule of Fixed Rent for Third Renewal Period

	Unit B				Unit C				Unit D				TOTAL
Period	Monthly		Annual		Monthly		Annual		Monthly		Annual		Monthly		Annual
10/01/25-09/30/26	$	230,613.35	$	2,767,360.23	$	60,454.66	$	725,455.91	$	152,211.81	$	1,826,541.68	$	443,279.82	$	5,319,357.82
10/01/26-09/30/27	$	237,531.75	$	2,850,381.03	$	62,268.30	$	747,219.59	$	156,778.16	$	1,881,337.93	$	456,578.21	$	5,478,938.55
10/01/27-09/30/28	$	244,657.71	$	2,935,892.46	$	64,136.35	$	769,636.17	$	161,481.51	$	1,937,778.07	$	470,275.57	$	5,643,306.70
10/01/28-09/30/29	$	251.997.44	$	3,023,969.24	$	66,060.44	$	792,725.26	$	166,325.95	$	1,995,911.41	$	484,383.83	$	5,812,605.91
10/01/29-09/30/30	$	259,557.36	$	3,114,688.31	$	68,042.25	$	816,507.02	$	171,315.73	$	2,055,788.76	$	498,915.34	$	5,986,904.08

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EX-10.33

Exhibit 10.33

EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into, by and between SunGard Data Systems Inc. (the “Company”) and Kathleen Asser Weslock (“Executive”) as of March 16, 2010 (the “Effective Date”).

     WHEREAS, the parties desire to enter into an agreement to reflect Executive’s position and role in the Company’s business and to provide for Executive’s employment by the Company, upon the terms and conditions set forth herein.

     WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained hereunder, in consideration of the benefits provided to Executive under this Agreement.

     WHEREAS, certain capitalized terms shall have the meanings given those terms in Section 3 of this Agreement.

     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

     1. Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment and agrees to perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

     1.1 Employment Term. This Agreement shall be effective as of the Effective Date, and shall continue until December 31st following the second anniversary of the Effective Date, unless the Agreement is terminated sooner in accordance with Section 2 below. In addition, the term of the Agreement shall automatically renew for periods of one year unless the Company gives written notice to the Executive, at least 60 days prior to the end of the initial term or at least 60 days prior to the end of any one-year renewal period, that the Agreement shall be terminated; provided however, that this Agreement may not be terminated for 12 months following a Change of Control (as defined in Section 3). The period commencing on the Effective Date and ending on the date on which the term of Executive’s employment under the Agreement shall terminate is hereinafter referred to as the “Employment Term.” The failure of the Company to renew this Agreement shall not be considered a termination of Executive’s employment under this Agreement.

     1.2 Duties and Responsibilities. During the Employment Term, Executive shall report to the Chief Executive Officer (“CEO”) and shall serve as the Chief Human Resources Officer of the Company, or in such other executive positions as the CEO or the Board of Directors of the Company (the “Board”) determines. Executive shall perform all duties and accept all responsibilities incident to such position or as may be reasonably assigned to her by the CEO.

     1.3 Extent of Service. During the Employment Term, Executive agrees to use Executive’s full and best efforts to carry out Executive’s duties and responsibilities under Section 1.2 hereof with the highest degree of loyalty and the highest standards of care and, consistent with the other provisions of this Agreement, Executive agrees to devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from making investments in other businesses or enterprises, provided that Executive agrees not to become engaged in any other business activity which, in the reasonable judgment of the CEO, is likely to interfere with Executive’s ability to discharge Executive’s duties and responsibilities to the Company. The Executive will not serve on the board of directors of an entity unrelated to the Company (other than a non-profit charitable

organization) without the consent of the CEO and the Chief Compliance Officer as detailed in the SunGard Global Business Conduct and Compliance Program, or any of its successor programs.

     1.4 Base Salary. During the Employment Term, for all the services rendered by Executive hereunder, the Company shall pay Executive a base salary (“Base Salary”), at the annual rate in effect on the Effective Date, payable in installments at such times as the Company customarily pays its other employees. Executive’s Base Salary shall be reviewed periodically for appropriate increases by the CEO or the Compensation Committee of the Board (the "Compensation Committee”) pursuant to the Company’s normal performance review policies for senior level executives.

     1.5 Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Term, Executive shall be entitled to participate in all employee retirement and welfare benefit plans and programs made available to the Company’s senior level executives as a group, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of such plans. During the Employment Term, Executive shall be provided with executive fringe benefits and perquisites under the same terms as those made available to the Company’s senior level executives as a group, as such programs may be in effect from time to time. During the Employment Term, Executive shall be entitled to vacation and sick leave in accordance with the Company’s vacation, holiday and other pay for time not worked policies. Nothing in this Agreement or otherwise shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans, programs, policies or perquisites from time to time as the Company deems appropriate.

     1.6 Reimbursement of Expenses. During the Employment Term, Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by the Company on a basis no less favorable than that which may be authorized from time to time for senior level executives as a group.

     1.7 Incentive Compensation. During the Employment Term, Executive shall be entitled to participate in all short-term and long-term incentive programs established by the Company for its senior level executives, at such levels as the CEO or Compensation Committee determines. Executive’s incentive compensation shall be subject to the terms of the applicable plans and shall be determined based on Executive’s individual performance and Company performance as determined by the CEO or Compensation Committee.

     1.8 Equity Compensation. As additional consideration for the terms and conditions of this Agreement, the Executive shall receive an equity grant of 21,526 restricted stock units and 54,211 stock options divided between time and performance as per the management grant ratios. These grants will be subject to the terms and conditions of the Company’s equity compensation plan and the applicable grant agreements.

     2. Termination. Executive’s employment shall terminate upon the occurrence of any of the following events:

     2.1 Termination Without Cause. The Company may terminate Executive’s employment with the Company at any time without Cause (as defined in Section 3) (in which case the Employment Term shall be deemed to have ended) upon not less than 60 days’ prior written notice pursuant to Section 11 to Executive; provided, however, that, in the event that such notice is given, Executive shall be allowed to seek other employment, to the extent such other employment is consistent with Executive’s obligations under Section 5.

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     2.2 Benefits Payable Upon Termination Without Cause.

          (a) In the event of a termination of Executive as described in Section 2.1 that occurs during the Employment Term prior to a Change of Control, if Executive executes and does not revoke a Release (as defined in Section 3), Executive shall be entitled to receive the following severance benefits:

               (i) Executive shall receive a lump sum cash payment equal to the sum of two (2) times Executive’s annual Base Salary plus Executive’s Target Incentive Bonus (as defined in Section 3) in effect immediately before the Termination Date (as defined in Section 3).

               (ii) Executive shall receive a pro rata Target Incentive Bonus for the year in which Executive’s Termination Date occurs. The pro rata amount shall be determined as the Target Incentive Bonus multiplied by the number of days in which Executive was employed by the Company during the year of termination, including the Termination Date, divided by 365.

               (iii) The Company shall pay Executive a lump sum cash payment equal to the cost (calculated as described below) that Executive would incur if Executive continued medical, dental and vision coverage for Executive, and, where applicable, her spouse and dependents, for the two-year period following the Termination Date. For this purpose, the monthly cost shall be determined as 100% of the applicable monthly premium for the cost of medical, dental and vision coverage for Executive, less the monthly premium charge that is paid by active Company employees for similar coverage as in effect at Executive’s Termination Date. The cash payment shall be increased by a tax gross up payment equal to Executive’s income and FICA tax imposed on the payment under this subsection (iii). Executive may elect COBRA continuation coverage according to the terms of the Company’s applicable benefit plans.

               (iv) Executive shall receive any other amounts earned, accrued or owing but not yet paid under Section 1 above and any other benefits in accordance with the terms of any applicable plans and programs of the Company.

          (b) In the event of a termination of Executive as described in Section 2.1 that occurs during the Employment Term and on or after Change of Control, if Executive executes and does not revoke a Release, Executive shall be entitled to receive the following severance benefits in lieu of the benefits described in subsection (a) above:

               (i) Executive shall receive a lump sum cash payment equal to the sum of three (3) times Executive’s annual Base Salary plus Executive’s Target Incentive Bonus in effect immediately before the Termination Date.

               (ii) Executive shall receive a pro rata Target Incentive Bonus for the year in which Executive’s Termination Date occurs. The pro rata amount shall be determined as the Target Incentive Bonus multiplied by the number of days in which Executive was employed by the Company during the year of termination, including the Termination Date, divided by 365.

               (iii) The Company shall pay Executive a lump sum cash payment equal to the cost (calculated as described below) that Executive would incur if Executive continued medical, dental and vision coverage for Executive, and, where applicable, her spouse and dependents, for the three-year period following the Termination Date. For this purpose, the monthly cost shall be determined as 100% of the applicable monthly premium for the cost of medical, dental and vision coverage for Executive, less the monthly premium charge that is paid by active Company employees for similar coverage as in effect at Executive’s Termination Date. The cash payment shall be increased by a tax gross up payment equal

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to Executive’s income and FICA tax imposed on the payment under this subsection (iii). Executive may elect COBRA continuation coverage according to the terms of the Company’s applicable benefit plans.

               (iv) Executive shall receive any other amounts earned, accrued or owing but not yet paid under Section 1 above and any other benefits in accordance with the terms of any applicable plans and programs of the Company.

          (c) Payment of the lump sum benefits described in subsections (a) and (b) above shall be made on the 60th day after Executive’s Termination Date, subject to Executive’s execution of an effective Release.

     2.3 Retirement or Other Voluntary Termination. Executive may voluntarily terminate employment for any reason, including voluntary retirement, upon 60 days’ prior written notice pursuant to Section 11. In such event, after the effective date of such termination, no further payments shall be due under this Agreement. However, Executive shall receive any amounts earned, accrued or owing but not yet paid under Section 1 above and shall be entitled to any benefits due in accordance with the terms of any applicable benefit plans and programs of the Company.

     2.4 Disability. The Company may terminate Executive’s employment if Executive has been unable to perform the essential functions of Executive’s position with the Company, with or without reasonable accommodation, by reason of physical or mental incapacity for a period of six consecutive months (“Disability”). Executive agrees, in the event of a dispute under this Section 2.4 relating to Executive’s Disability, to submit to a physical examination by a licensed physician selected by the Board. If Executive’s employment terminates on account of Disability, no further payments shall be due under this Agreement. However, Executive shall be entitled to (i) any amounts earned, accrued or owing but not yet paid under Section 1 above and any benefits due in accordance with the terms of any applicable benefit plans and programs of the Company and (ii) a pro rated bonus for the year in which Executive’s Disability occurs, which bonus shall be calculated and paid according to Section 2.2(a)(ii) above.

     2.5 Death. If Executive dies while employed by the Company, the Company shall pay to Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, (i) any amounts earned, accrued or owing but not yet paid under Section 1 above and any benefits accrued or earned under the Company’s benefit plans and programs according to the terms of such plans and (ii) a pro rated bonus for the year in which Executive’s death occurs, which bonus shall be calculated and paid according to Section 2.2(a)(ii) above. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns.

     2.6 Cause. The Company or the CEO may terminate Executive’s employment at any time for Cause upon written notice to Executive, in which event all payments under this Agreement shall cease, except for Base Salary to the extent already accrued. Executive shall be entitled to any benefits accrued or earned before Executive’s termination in accordance with the terms of any applicable benefit plans and programs of the Company; provided that Executive shall not be entitled to receive any unpaid short-term or long-term cash incentive payments or unvested options.

     3. Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 3:

          (a) “Affiliate” shall mean any direct or indirect subsidiary or parent of SunGard Data Systems Inc., and any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with SunGard Data Systems Inc.

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          (b) “Business” means the Company’s businesses, which consists of four separate businesses: (i) the availability services business segment (the “Availability Services Business”), (ii) the financial systems segment (the “Financial Systems Business”), (iii) the higher education systems business segment (the “Higher Education Systems Business”), and (iv) the public sector systems business segment (the “Public Sector Business”).

          (c) “Cause” shall mean any of the following grounds for termination of Executive’s employment:

               (i) Executive is convicted of (or pleads guilty or nolo contendre to) a felony;

               (ii) Executive neglects, refuses or fails to perform her material duties to the Company (other than a failure resulting from Executive’s incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Company, has been delivered to Executive specifying the manner in which Executive has failed substantially to perform unless such remedial action would not have been meaningful under the circumstances;

               (iii) Executive commits an act of dishonesty or breach of trust or otherwise engages in misconduct in the performance of Executive’s duties;

               (iv) Executive engages in public conduct that is harmful to the reputation of the Company;

               (v) Executive breaches any written non-competition, non-disclosure or non-solicitation agreement, or any other agreement in effect with the Company, including without limitation the provisions of Section 5 of this Agreement; or

               (vi) Executive breaches the Company’s written code of business conduct and ethics, including the Global Business Conduct and Compliance Program.

          (d) “Change of Control” shall mean the occurrence of (a) any consolidation or merger of SunGard Capital Corp. (or any other parent company (a “Parent Company”) of the Company that owns each of the Availability Services Business, Financial Systems Business, Higher Education Systems Business and Public Sector Business (each as defined in this Section 3)) with or into any other person, or any other corporate reorganization, transaction or transfer of securities of SunGard Capital Corp. (or such other Parent Company) by its stockholders, or series of related transactions (including the acquisition of capital stock of SunGard Capital Corp. or such other Parent Company), whether or not SunGard Capital Corp. (or such other Parent Company) is a party thereto, in which the stockholders of SunGard Capital Corp. immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of SunGard Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of SunGard Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not SunGard Capital Corp. (or such other Parent Company) is a party thereto, after giving effect to which in excess of fifty percent (50%) of the voting power of SunGard Capital Corp. (or such other Parent Company) is owned directly, or indirectly through one or more entities, by any person and its “affiliates” or “associates”

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(as such terms are defined in the Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange Act Rules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly or indirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement (as defined in this Section 3)) (and in the case of a “group”, excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of SunGard Capital Corp. or such other Parent Company, in each case on a consolidated basis with its subsidiaries (including the stock of the Company), excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entity of which the stockholders of SunGard Capital Corp. immediately prior to the sale, lease or other disposition own, directly or indirectly, through one or more entities, capital stock either representing directly, or indirectly through one or more entities, 50% or more of the economic interests or voting power. For the avoidance of doubt, a spin-off of one of the Businesses, Sale of a Business or a comparable transaction shall not, in any case, constitute a Change of Control.

          (e) “Code” shall mean the Internal Revenue Code of 1986, as amended.

          (f) “Investors” shall mean the private equity funds sponsored by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group that became stockholders of Capital Corp. and SunGard Capital Corp. II in August 2005.

          (g) “Release” means a release substantially in the form of Exhibit A attached to this Agreement, which may be subsequently modified only based on recommendations of the Company’s counsel to reflect changes in applicable law after the Effective Date.

          (h) “Sale of a Business” shall mean the sale, exchange or other disposition or transfer of all or substantially all of the business or assets of one of the four Businesses to a purchaser that is unrelated to the Company or any of the Investors; provided that a Sale of a Business shall not also constitute a Change of Control.

          (i) “Stockholders Agreement” shall mean the stockholders agreement dated as of August 10, 2005, by and among SunGard Capital Corp., certain of its subsidiaries and stockholders of SunGard Capital Corp., as in effect from time to time.

          (j) “SunGard Group” shall mean the Company, its Affiliates and their respective successors.

          (k) “Target Incentive Bonus” shall mean Executive’s target annual incentive bonus amount (measured at the target, identified “goal” target or other similar target as determined by the Company at the Termination Date, without taking into account any incentive override for above goal performance, or any project-specific or other non-standard incentives) in effect under the Company’s Executive Incentive Plan for the year of termination.

          (l) “Termination Date” shall mean the effective date of the termination of Executive’s employment relationship with the Company pursuant to this Agreement.

     4. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 11. The notice of termination shall (i) indicate the specific termination provision in this

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Agreement relied upon, (ii) briefly summarize the facts and circumstances deemed to provide a basis for a termination of employment if for Cause, and (iii) specify the Termination Date in accordance with the requirements of this Agreement.

     5. Restrictive Covenants.

     5.1 Non-Disclosure. At all times during the Employment Term and continuing at all times after Executive’s Termination Date, and except as required by applicable law or in a judicial or administrative proceeding, Executive shall not disclose to anyone outside the SunGard Group, or use for the benefit of anyone other than the SunGard Group, any confidential or proprietary information relating to business of the SunGard Group, whether acquired by Executive before, during or after employment with the Company. Executive acknowledges that the proprietary and confidential information of the SunGard Group includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. The provisions of this Section 5.1 shall survive any termination or expiration of this Agreement.

     5.2 Works and Ideas. Executive shall promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “Works and Ideas”) pertaining to the business of the SunGard Group in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by the Company (including at any time prior to the date of this Agreement) or during the three months after Executive’s Termination Date. Executive acknowledges that all of those Works and Ideas will be the exclusive property of the SunGard Group, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to the SunGard Group. Executive shall sign all documents that the Company reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with the Company, at the Company’s expense, to allow the SunGard Group to take full advantage of those Works and Ideas.

     5.3 Non-Competition and Non-Solicitation. During the Employment Term and within two years after Executive’s termination of employment with the Company for any reason, whether or not payments are being made under this Agreement, Executive shall not, directly or indirectly, (a) anywhere in the world render any material services for any organization, or engage in any business, that competes in any material respect with the business of the Company or any other SunGard Group entity for which Executive has performed material services, or (b) solicit or contact, for the purpose or with the effect of competing or interfering with the business of the Company or any other SunGard Group entity for which Executive has performed material services in any material respect (i) any customer or acquisition target under contract with the Company at any time during the last two years of Executive’s employment with the Company, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Executive’s employment with the Company, (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by the Company, Executive or others at

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the Company during the period of Executive’s employment with the Company, or (v) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who was an employee or independent contractor of the Company within three months before such time unless Executive receives prior written permission from the CEO.

     6. Equitable Relief.

          (a) Executive acknowledges and agrees that the restrictions contained in Section 5 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the SunGard Group, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the SunGard Group should Executive breach any of the provisions of that Section. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel.

          (b) Executive further acknowledges and agrees that a breach of any of the restrictions in Section 5 cannot be adequately compensated by monetary damages. Executive agrees that the SunGard Group shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the SunGard Group may be entitled. In the event that any of the provisions of Section 5 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law.

          (c) Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Section 5, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans, policies or practices then applicable to Executive in accordance with the terms thereof, and all payments under Section 2 of this Agreement shall cease.

          (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5, including without limitation, any action commenced by the SunGard Group for preliminary and permanent injunctive relief and other equitable relief, may be brought in a United States District Court for Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Chester County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 11 hereof.

     7. Dispute Resolution. In the event of any dispute relating to Executive’s employment, the termination thereof, or this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by alternative dispute resolution conducted by JAMS (or, if JAMS is not available, another mutually agreeable alternative dispute resolution organization), in the city of Executive’s principal place of employment. Any award entered by JAMS (or such other organization) shall be final, binding and nonappealable, and judgment may be entered thereon by either party in accordance with applicable law in

8

any court of competent jurisdiction. This Section 7 shall be specifically enforceable. JAMS (or such other organization) shall have no authority to modify any provision of this Agreement. In the event of a dispute, each party shall be responsible for its own expenses (including attorneys’ fees) relating to the conduct of the arbitration, and the parties shall share equally the fees of JAMS. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.

     8. Non-Exclusivity of Rights; Resignation from Boards.

          (a) Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments described in Section 2.2(a) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or similar program applicable to employees of the Company.

          (b) If Executive’s employment with the Company terminates for any reason, Executive shall immediately resign from all boards of directors of the Company, any Affiliates and any other entities for which Executive serves as a representative of the Company.

     9. Survivorship. The respective rights and obligations of the parties under this Agreement (including without limitation Sections 5, 6 and 7) shall survive any termination of Executive’s employment or termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

     10. Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain.

     11. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company and SunGard, to:

SunGard Data Systems Inc.
680 East Swedesford Road
Wayne, PA 19087
Attention: General Counsel

If to Executive, to:

Kath Asser Weslock

or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

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     12. Contents of Agreement; Amendment and Assignment.

          (a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all documents otherwise relating the subject matter hereof, and cannot be changed, modified, extended or terminated except upon written amendment approved by the CEO and executed on behalf of the Company by a duly authorized officer of the Company and by Executive.

          (b) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

     13. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

     14. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

     15. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

     16. Miscellaneous. All section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

     17. Withholding Taxes. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental

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rule or regulation. Except as specifically provided otherwise in this Agreement, Executive shall be responsible for all taxes applicable to amounts payable under this Agreement.

     18. Section 409A of the Code; Section 162(m) of the Code.

          (a) This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, to the extent applicable. The payment of severance benefits under the Agreement are intended to be exempt from section 409A under the “short term deferral” exemption, to the extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. As used in the Agreement, the term “termination of employment” shall mean Executive’s separation from service with the Company within the meaning of Section 409A of the Code and the regulations promulgated thereunder. In no event may Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A, the right to a series of payments under the Agreement shall be treated as a right to a series of separate payments.

          (b) Notwithstanding anything in this Agreement to the contrary, if the stock of the Company becomes publicly traded, if Executive is considered a “specified employee” under section 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service in order to avoid taxation under section 409A of the Code, payment of such amounts shall be delayed as required by section 409A, and the accumulated amounts shall be paid in a lump sum payment within five business days after the end of the six-month period. If Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A shall be paid to the personal representative of Executive’s estate within 60 days after the date of Executive’s death.

          (c) Executive agrees that if the stock of the Company becomes publicly traded, Executive will make any amendments to the Agreement that the Company deems necessary to allow performance-based compensation to qualify for the “qualified performance-based compensation” exception to section 162(m) of the Code.

     19. Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the Effective Date.

	SUNGARD DATA SYSTEMS INC.
Date: March 16, 2010	By:	/s/ Cristóbal Conde
		Name:	Cristóbal Conde
		Title:	Chief Executive Officer
Date: February 18, 2010	/s/ Kathleen Asser Weslock
	Executive

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EXHIBIT A

EXECUTIVE RELEASE TO BE PROVIDED TO THE COMPANY

Separation of Employment Agreement and General Release

     THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this ___ day of ______, ___, by and between Kathleen Asser Weslock (“Executive”) and SunGard Data Systems Inc.______ (the “Company”).

     WHEREAS, Executive is employed by the Company as _______;

     WHEREAS, Executive and the Company entered into an Employment Agreement, dated ___, 2010, (the “Employment Agreement”) which provides for certain benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Employment Agreement;

     WHEREAS, Executive’s employment with the Company will terminate effective ___ (the “Termination Date”); and

     WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any and all disputes between them.

     NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

     1. Executive, for and in consideration of the commitments of the Company as set forth in paragraph 6 of this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its stockholders, affiliates, subsidiaries and parents, their respective officers, directors, investors, employees, and agents, and their respective successors and assigns, heirs, executors, and administrators (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, whether known or unknown, or which Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of time to the date of this Agreement, to the extent arising from or relating in any way to Executive’s employment relationship with the Company, the terms and conditions of that employment relationship, and/or the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, as amended, any applicable state fair employment practice laws, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs; provided, however, the foregoing shall in no event apply to (i) enforcement by Executive of Executive’s rights under this Agreement, (ii) Executive’s rights as a stockholder in the Company or any of its affiliates, (iii) Executive’s rights to indemnifications under any separate contract or insurance policy, (iv) Executive’s right to seek unemployment insurance benefits, (v) Executive’s right to seek workers’ compensation benefits, or (vi) any claims that, as a matter of applicable law, are not waivable. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

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     2. Executive specifically releases the Releasees from any claims that Executive might have under the ADEA and any rights under the OWBPA; provided however, Executive is not waiving or releasing any rights Executive may have to challenge the knowing and voluntary nature of the release of ADEA claims pursuant to the OWBPA. Nothing in this Agreement shall be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the EEOC or a comparable state or local agency. Notwithstanding the foregoing, Executive agrees to waive her right to recovery monetary damages in any charge, complaint or lawsuit filed by Executive or by anyone else on her behalf.

     3. In consideration of Executive’s agreement to comply with the covenants described in Section 5 of the Employment Agreement, the Company agrees as set forth in paragraph 6 herein.

     4. Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time in the future, and that neither the Company nor any affiliate has any obligation to employ Executive in the future.

     5. Executive agrees that Executive will not disparage or subvert the Company or the Releasees, or make any statement reflecting negatively on the Company or the Releasees, including, but not limited to, any matters relating to the operation or management of the Company, Executive’s employment and the termination of Executive’s employment, irrespective of the truthfulness or falsity of such statement.

     6. In consideration for Executive’s agreement as set forth herein, the Company agrees to pay and provide Executive with the severance benefits described in Section 2.2 of Executive’s Employment Agreement. Executive agrees that she is not entitled to any payments, benefits, severance payments or other compensation beyond that expressly provided in Section 2.2 of Executive’s Employment Agreement.

     7. Executive understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to Executive in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against the Company and the Releasees, Executive would only have been entitled to the payments provided in the Company’s standard severance pay plan for employees.

     8. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to Executive under any employment agreement or offer letter Executive has with the Company or a Releasee and, further, that this Agreement supersedes any and all prior agreements or understandings, whether written or oral, between the parties, excluding only Executive’s post-termination obligations under Executive’s Employment Agreement, any obligations relating to the securities of the Company or any of its affiliates and the Company’s obligations under Section 2.2 of Executive’s Employment Agreement, all of which shall remain in full force and effect to the extent not inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or representations have been made to her in connection with the termination of Executive’s Employment Agreement or the terms of this Agreement.

     9. Except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as required by applicable law, (a) Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, and (b) the Company agrees that the terms of this Agreement will not be disclosed. It is expressly understood

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that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

     10. Executive represents that Executive does not presently have in Executive’s possession any records and business documents, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists, technical information, customer information, pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company and/or its predecessors, parents, subsidiaries or affiliates or obtained as a result of Executive’s employment with the Company and/or its predecessors, parents, subsidiaries or affiliates, or created by Executive while employed by or rendering services to the Company and/or its predecessors, parents, subsidiaries or affiliates. Executive acknowledges that all such Corporate Records are the property of the Company. In addition, Executive shall promptly return in good condition any and all Company owned equipment or property, including, but not limited to, automobiles, personal data assistants, facsimile machines, copy machines, pagers, credit cards, cellular telephone equipment, business cards, laptops and computers. As of the Termination Date, the Company will make arrangements to remove, terminate or transfer any and all business communication lines including network access, cellular phone, fax line and other business numbers.

     11. Executive expressly waives all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. Executive acknowledges the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in her favor at the time of executing the release, which if known by it must have materially affected its settlement with the debtor.

     12. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization or (iv) challenging the knowing and voluntary nature of the release of ADEA claims pursuant to the OWBPA.

     13. The parties agree and acknowledge that the agreements by the Company described herein, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees to Executive.

     14. Executive agrees and recognizes that should Executive breach any of the obligations or covenants set forth in this Agreement, the Company will have no further obligation to provide Executive with the consideration set forth herein, and will have the right to seek repayment of all consideration paid up to the time of any such breach. Further, Executive acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages, attorney’s fees and costs.

     15. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

     16. Executive certifies and acknowledges as follows:

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          (a) That Executive has read the terms of this Agreement, and that Executive understands its terms and effects, including the fact that Executive has agreed to RELEASE AND FOREVER DISCHARGE the Company and each of the Releasees from any legal action arising out of Executive’s employment relationship with the Company and the termination of that employment relationship;

          (b) That Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Executive acknowledges is adequate and satisfactory to her and which Executive acknowledges is in addition to any other benefits to which Executive is otherwise entitled;

          (c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement;

          (d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed;

          (e) That the Company has provided Executive with a period of [twenty-one (21)] or [forty-five (45)] days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to Executive; and

[Note: The applicable time period will depend on whether the termination is part of a reduction in force (45 days) or not (21 days). In addition, if the termination is in connection with a reduction in force, certain disclosures will need to be made to Executive to comply with the requirements of the ADEA if Executive is at least age 40.]

          (f) Executive acknowledges that this Agreement may be revoked by Executive within seven (7) days after execution, and it shall not become effective until the expiration of such seven (7) day revocation period. In the event of a timely revocation by Executive, this Agreement will be deemed null and void and the Company will have no obligations hereunder.

     Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of Employment Agreement and General Release this ___ day of ___, ___.

	Witness:
[Executive]

SUNGARD DATA SYSTEMS INC.

By:		Witness:
	Name:
	Title:

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EX-10.35

Exhibit 10.35

EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into, by and between SunGard Data Systems (along with its parents and affiliates, the “Company”) and Karen Mullane (“Executive”) as of December 29, 2009 (the “Effective Date”).

     WHEREAS, the parties desire to enter into an agreement to reflect Executive’s position and role in the Company’s business and to provide for Executive’s employment by the Company, upon the terms and conditions set forth herein.

     WHEREAS, Executive has agreed to certain confidentiality, non-competition and non-solicitation covenants contained hereunder, in consideration of the benefits provided to Executive under this Agreement.

     WHEREAS, certain capitalized terms shall have the meanings given those terms in Section 3 of this Agreement.

     NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

     1. Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued employment and agrees to perform Executive’s duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth.

     1.1 Employment Term. This Agreement shall be effective as of the Effective Date, and shall continue until December 31, 2011, unless the Agreement is terminated sooner in accordance with Section 2 below. In addition, the term of the Agreement shall automatically renew for periods of one year unless the Company gives written notice to the Executive, at least 60 days prior to the end of the initial term or at least 60 days prior to the end of any one-year renewal period, that the Agreement shall be terminated. The period commencing on the Effective Date and ending on the date on which the term of Executive’s employment under the Agreement shall terminate is hereinafter referred to as the “Employment Term.” The failure of the Company to renew this Agreement shall not be considered a termination of Executive’s employment under this Agreement.

     1.2 Extent of Service. During the Employment Term, Executive agrees to use Executive’s full and best efforts to carry out Executive’s duties and responsibilities as defined by Executive’s supervisor with the highest degree of loyalty and the highest standards of care and, consistent with the other provisions of this Agreement, Executive agrees to devote substantially all of Executive’s business time, attention and energy thereto. The foregoing shall not be construed as preventing Executive from making investments in other businesses or enterprises, provided that Executive agrees not to become engaged in any other business activity which, in the reasonable judgment of the Executive’s supervisor, is likely to interfere with Executive’s ability to discharge Executive’s duties and responsibilities to the Company. The Executive will not serve on the board of directors of an entity unrelated to the Company without the consent of the Executive’s supervisor and the Chief Compliance Officer as detailed in the SunGard Global Business Conduct and Compliance Program.

     1.3 Base Salary. During the Employment Term, for all the services rendered by Executive hereunder, the Company shall pay Executive a base salary (“Base Salary”), at the annual rate in effect on the date of this Agreement, payable in installments at such times as the Company customarily pays its other employees. Base Salary may be decreased as part of an overall Company reduction of compensation.

     1.4 Retirement, Welfare and Other Benefit Plans and Programs. During the Employment Term, Executive shall be entitled to participate in all employee retirement and welfare benefit plans and programs made available to the Company’s executives as a group, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of such plans. During the Employment Term, Executive shall be entitled to vacation and sick leave in accordance with the Company’s vacation, holiday and other pay for time not worked policies. Nothing in this Agreement or otherwise shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans, programs, policies or perquisites from time to time as the Company deems appropriate.

     1.5 Reimbursement of Expenses. During the Employment Term, Executive shall be provided with reimbursement of reasonable expenses related to Executive’s employment by the Company on a basis no less favorable than that which may be authorized from time to time for executives as a group.

     1.6 Incentive Compensation. During the Employment Term, Executive may be entitled to participate in all short-term and long-term incentive programs established by the Company for its executives, at such levels as the Executive’s supervisor determines. Executive’s incentive compensation shall be subject to the terms of the applicable plans and shall be determined based on Executive’s individual performance and Company performance as determined by the Executive’s supervisor and no minimum incentive is guaranteed.

     2. Termination. Executive’s employment shall terminate upon the occurrence of any of the following events:

     2.1 Termination Without Cause. The Company may terminate Executive’s employment with the Company at any time without Cause (as defined in Section 3) (in which case the Employment Term shall be deemed to have ended) upon not less than 60 days’ prior written notice to Executive pursuant to Section 11.

     2.2 Benefits Payable Upon Termination Without Cause.

          (a) In the event of a termination of Executive as described in Section 2.1 during the Employment Term, if Executive executes and does not revoke a Release (as defined in Section 3), Executive shall be entitled to receive the following severance benefits:

               (i) Executive shall receive a lump sum cash payment equal to 75% (seventy-five percent) of Executive’s annual Base Salary.

               (ii) To the extent Executive has a Target Incentive Bonus for the year of termination, Executive shall receive a pro rata Target Incentive Bonus for the year in which Executive’s Termination Date occurs. The pro rata amount shall be determined as the Target Incentive Bonus multiplied by the number of days in which Executive was employed by the Company during the year of termination, including the Termination Date, divided by 365.

               (iii) The Company shall pay Executive a lump sum cash payment equal to the cost (calculated as described below) that Executive would incur if Executive continued medical, dental and vision coverage for Executive, and, where applicable, his or her spouse and dependents, for the nine (9) month period following the Termination time. For this purpose, the monthly cost shall be determined as 100% of the applicable monthly premium for the cost of medical, dental and vision coverage for Executive, less the monthly premium charge that is paid by active Company employees for similar

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coverage as in effect at Executive’s termination date. Executive may elect COBRA continuation coverage according to the terms of the Company’s applicable benefit plans.

               (iv) Executive shall receive any other amounts earned, accrued or owing but not yet paid under Section 1 above and any other benefits in accordance with the terms of any applicable plans and programs of the Company.

          (b) Payment of the lump sum benefits described in subsection (a) above shall be made within 60 days after Executive’s Termination Date, subject to Executive’s delivery of an effective Release.

     2.3 Retirement or Other Voluntary Termination. Executive may voluntarily terminate employment for any reason, including voluntary retirement, upon 60 days’ prior written notice pursuant to Section 11. In such event, after the effective date of such termination, no further payments shall be due under this Agreement. However, Executive shall receive any amounts earned, accrued or owing but not yet paid under Section 1 above and shall be entitled to any benefits due in accordance with the terms of any applicable benefit plans and programs of the Company.

     2.4 Disability. The Company may terminate Executive’s employment if Executive has been unable to perform the essential functions of Executive’s position with the Company, with or without reasonable accommodation, by reason of physical or mental incapacity for a period of six consecutive months (“Disability”). Executive agrees, in the event of a dispute under this Section 2.4 relating to Executive’s Disability, to submit to a physical examination by a licensed physician selected by the Executive’s supervisor. If Executive’s employment terminates on account of Disability, no further payments shall be due under this Agreement. However, Executive shall be entitled to (i) any amounts earned, accrued or owing but not yet paid under Section 1 above and any benefits due in accordance with the terms of any applicable benefit plans and programs of the Company and (ii) a pro rated bonus for the year in which Executive’s Disability occurs, which bonus shall be calculated and paid according to Section 2.2(a)(ii) above.

     2.5 Death. If Executive dies while employed by the Company, the Company shall pay to Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, (i) any amounts earned, accrued or owing but not yet paid under Section 1 above and any benefits accrued or earned under the Company’s benefit plans and programs according to the terms of such plans and (ii) a pro rated bonus for the year in which Executive’s death occurs, which bonus shall be calculated and paid according to Section 2.2(a)(ii) above. Otherwise, the Company shall have no further liability or obligation under this Agreement to Executive’s executors, legal representatives, administrators, heirs or assigns.

     2.6 Cause. The Company or the Executive’s supervisor may terminate Executive’s employment at any time for Cause upon written notice to Executive, in which event all payments under this Agreement shall cease, except for Base Salary to the extent already accrued. Executive shall be entitled to any benefits accrued or earned before Executive’s termination in accordance with the terms of any applicable benefit plans and programs of the Company; provided that Executive shall not be entitled to receive any unpaid short-term or long-term cash incentive payments or unvested options.

     3. Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 3:

          (a) “Affiliate” shall mean any direct or indirect subsidiary or parent of SunGard Data Systems Inc., and any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with SunGard Data Systems Inc.

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          (b) “Cause” shall mean any of the following grounds for termination of Executive’s employment:

               (i) Executive is convicted of (or pleads guilty or nolo contendre to) a felony;

               (ii) Executive neglects, refuses or fails to perform his or her material duties to the Company (other than a failure resulting from Executive’s incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Company, has been delivered to Executive specifying the manner in which Executive has failed substantially to perform unless such remedial action would not have been meaningful under the circumstances;

               (iii) Executive commits an act of dishonesty or breach of trust or otherwise engages in misconduct in the performance of Executive’s duties;

               (iv) Executive engages in public conduct that is harmful to the reputation of the Company;

               (v) Executive breaches any written non-competition, non-disclosure or non-solicitation agreement, or any other agreement in effect with the Company or SunGard, including without limitation the provisions of Section 5 of this Agreement; or

               (vi) Executive breaches the Company’s written code of business conduct and ethics, including the Global Business Conduct and Compliance Program.

          (c) “Code” shall mean the Internal Revenue Code of 1986, as amended.

          (d) “Release” means a release substantially in the form of Exhibit A attached to this Agreement, which may be subsequently modified only based on recommendations of the Company’s counsel to reflect changes in applicable law after the date of this Agreement.

          (e) “Termination Date” shall mean the effective date of the termination of Executive’s employment relationship with the Company pursuant to this Agreement.

     4. Notice of Termination. Any termination of Executive’s employment shall be communicated by a written notice of termination to the other party hereto given in accordance with Section 11. The notice of termination shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) briefly summarize the facts and circumstances deemed to provide a basis for a termination of employment if for Cause, and (iii) specify the Termination Date in accordance with the requirements of this Agreement.

     5. Restrictive Covenants.

     5.1 Non-Disclosure. At all times during the Employment Term and continuing at all times after Executive’s Termination Date, and except as required by applicable law or in a judicial or administrative proceeding, Executive shall not disclose to anyone outside the Company, or use for the benefit of anyone other than the Company, any confidential or proprietary information relating to business of the Company, whether acquired by Executive before, during or after employment with the Company. Executive acknowledges that the proprietary and confidential information of the Company includes, by way of example: (a) the identity of customers and prospects, their specific requirements, and

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the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. The provisions of this Section 5.1 shall survive any termination or expiration of this Agreement.

     5.2 Works and Ideas. Executive shall promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “Works and Ideas”) pertaining to the business of the Company in any material respect, whether or not patentable or copyrightable, that are made, written, developed or conceived by Executive, alone or with others, at any time (during or after business hours) while Executive is employed by the Company (including at any time prior to the date of this Agreement) or during the three months after Executive’s Termination Date. Executive acknowledges that all of those Works and Ideas will be the exclusive property of the Company, and hereby assigns and agrees to assign all of Executive’s right, title and interest in those Works and Ideas to the Company. Executive shall sign all documents that the Company reasonably requests to confirm its ownership of those Works and Ideas, and shall reasonably cooperate with the Company, at the Company’s expense, to allow the Company to take full advantage of those Works and Ideas.

     5.3 Non-Competition and Non-Solicitation. During the Employment Term and within one year after Executive’s termination of employment with the Company for any reason, whether or not payments are being made under this Agreement, Executive shall not, directly or indirectly, (a) render any material services for any organization, or engage in any business, that competes in any material respect with the business of the Company, or (b) solicit or contact, for the purpose or with the effect of competing or interfering with the business of the Company (i) any customer or acquisition target under contract with the Company at any time during the last two years of Executive’s employment with the Company, (ii) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of Executive’s employment with the Company, (iii) any affiliate of any such customer or prospect, (iv) any of the individual contacts at customers or acquisition targets established by the Company, Executive or others at the Company during the period of Executive’s employment with the Company, or (v) any individual who is an employee or independent contractor of the Company at the time of the solicitation or contact or who was an employee or independent contractor of the Company within three months before such time unless Executive receives prior written permission from the Executive’s supervisor.

     6. Equitable Relief.

          (a) Executive acknowledges and agrees that the restrictions contained in Section 5 are reasonable and necessary to protect and preserve the legitimate interests, properties, goodwill and business of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that irreparable injury will be suffered by the Company should Executive breach any of the provisions of that Section. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s counsel.

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          (b) Executive further acknowledges and agrees that a breach of any of the restrictions in Section 5 cannot be adequately compensated by monetary damages. Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 5 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. In the event that any of the provisions of Section 5 should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, it is the intention of the parties that the provision shall be amended to the extent of the maximum time, geographic, service, or other limitations permitted by applicable law, that such amendment shall apply only within the jurisdiction of the court that made such adjudication and that the provision otherwise be enforced to the maximum extent permitted by law.

          (c) Notwithstanding anything in this Agreement to the contrary, if Executive breaches any of Executive’s obligations under Section 5, the Company shall thereafter be obligated only for the compensation and other benefits provided in any Company benefit plans, policies or practices then applicable to Executive in accordance with the terms thereof, and all payments under Section 2 of this Agreement shall cease.

          (d) Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 5, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief and other equitable relief, may be brought in a United States District Court for Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Chester County, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court. Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 11 hereof.

     7. Dispute Resolution. In the event of any dispute relating to Executive’s employment, the termination thereof, or this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by alternative dispute resolution conducted by JAMS (or, if JAMS is not available, another mutually agreeable alternative dispute resolution organization), in the city of Executive’s principal place of employment. Any award entered by JAMS (or such other organization) shall be final, binding and nonappealable, and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This Section 7 shall be specifically enforceable. JAMS (or such other organization) shall have no authority to modify any provision of this Agreement. In the event of a dispute, each party shall be responsible for its own expenses (including attorneys’ fees) relating to the conduct of the arbitration, and the parties shall share equally the fees of JAMS. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER.

     8. Non-Exclusivity of Rights; Resignation from Boards.

          (a) Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company and for which Executive may qualify; provided, however, that if Executive becomes entitled to and receives the payments described in Section 2.2(a) of this Agreement, Executive hereby waives Executive’s right to receive payments under any severance plan or similar program applicable to employees of the Company.

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          (b) If Executive’s employment with the Company terminates for any reason, Executive shall immediately resign from all boards of directors of the Company, any Affiliates and any other entities for which Executive serves as a representative of the Company.

     9. Survivorship. The respective rights and obligations of the parties under this Agreement (including without limitation Sections 5, 6 and 7) shall survive any termination of Executive’s employment or termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

     10. Mitigation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain.

     11. Notices. All notices and other communications required or permitted under this Agreement or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when hand delivered or mailed by registered or certified mail, as follows (provided that notice of change of address shall be deemed given only when received):

If to the Company and SunGard, to:

SunGard Data Systems Inc.
680 East Swedesford Road
Wayne, PA 19087
Attention: General Counsel

If to Executive, to:

Karen Mullane

or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

     12. Contents of Agreement; Amendment and Assignment.

          (a) This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all documents otherwise relating the subject matter hereof, and cannot be changed, modified, extended or terminated except upon written amendment approved by the Executive’s supervisor and executed on behalf of the Company by a duly authorized officer of the Company and by Executive.

          (b) All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of Executive under this Agreement are of a personal nature and shall not be assignable or delegatable in whole or in part by Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within 15 days of such succession, expressly to assume and agree to perform this Agreement in

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the same manner and to the same extent as the Company would be required to perform if no such succession had taken place.

     13. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

     14. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power under this Agreement or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

     15. Beneficiaries/References. Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable under this Agreement following Executive’s death by giving the Company written notice thereof. In the event of Executive’s death or a judicial determination of Executive’s incompetence, reference in this Agreement to Executive shall be deemed, where appropriate, to refer to Executive’s beneficiary, estate or other legal representative.

     16. Miscellaneous. All section headings used in this Agreement are for convenience only. This Agreement may be executed in counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

     17. Withholding Taxes. All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Except as specifically provided otherwise in this Agreement, Executive shall be responsible for all taxes applicable to amounts payable under this Agreement.

     18. Section 409A of the Code; Section 162(m) of the Code.

          (a) This Agreement is intended to comply with Section 409A of the Code and its corresponding regulations, to the extent applicable. The payment of severance benefits under the Agreement are intended to be exempt from section 409A under the “short term deferral” exemption, to the extent applicable. Notwithstanding anything in this Agreement to the contrary, payments may only be made under this Agreement upon an event and in a manner permitted by Section 409A of the Code, to the extent applicable. As used in the Agreement, the term “termination of employment” shall mean Executive’s separation from service with the Company within the meaning of Section 409A of the Code and the regulations promulgated thereunder. In no event may Executive, directly or indirectly, designate the calendar year of a payment. For purposes of Section 409A, the right to a series of payments under the Agreement shall be treated as a right to a series of separate payments.

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          (b) Notwithstanding anything in this Agreement to the contrary, if the stock of the Company becomes publicly traded, if Executive is considered a “specified employee” under section 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service in order to avoid taxation under section 409A of the Code, payment of such amounts shall be delayed as required by section 409A, and the accumulated amounts shall be paid in a lump sum payment within five business days after the end of the six-month period. If Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A shall be paid to the personal representative of Executive’s estate within 60 days after the date of Executive’s death.

          (c) Executive agrees that if the stock of the Company becomes publicly traded, Executive will make any amendments to the Agreement that the Company deems necessary to allow performance-based compensation to qualify for the “qualified performance-based compensation” exception to section 162(m) of the Code.

     19. Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the Effective Date.

	SUNGARD DATA SYSTEMS INC.
Date: 12/29/09	By:	/s/ Victoria Silbey
		Name:	Victoria Silbey
		Title:	SVP-Legal and General Counsel
Date: 12/29/09	/s/ Karen Mullane
	Executive

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EXHIBIT A
EXECUTIVE RELEASE TO BE PROVIDED TO THE COMPANY

Separation of Employment Agreement and General Release

     THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this ___day of                     , ___, by and between                      (“Executive”) and SunGard                                                              (the “Company”).

     WHEREAS, Executive is employed by the Company as                     ;

     WHEREAS, Executive and the Company entered into an Employment Agreement, dated                     , 200_, (the “Employment Agreement”) which provides for certain benefits in the event that Executive’s employment is terminated on account of a reason set forth in the Employment Agreement;

     WHEREAS, Executive’s employment with the Company will terminate effective                                          (the “Termination Date”); and

     WHEREAS, in connection with the termination of Executive’s employment, the parties have agreed to a separation package and the resolution of any and all disputes between them.

     NOW, THEREFORE, IT IS HEREBY AGREED by and between Executive and the Company as follows:

     1. Executive, for and in consideration of the commitments of the Company as set forth in paragraph 6 of this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company, its stockholders, affiliates, subsidiaries and parents, their respective officers, directors, investors, employees, and agents, and their respective successors and assigns, heirs, executors, and administrators (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive ever had, now has, or hereafter may have, whether known or unknown, or which Executive’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of time to the date of this Agreement, to the extent arising from or relating in any way to Executive’s employment relationship with the Company, the terms and conditions of that employment relationship, and/or the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, as amended, any applicable state fair employment practice laws, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, and any claims for attorneys’ fees and costs; provided, however, the foregoing shall in no event apply to (i) enforcement by Executive of Executive’s rights under this Agreement, (ii) Executive’s rights as a stockholder in the Company or any of its affiliates, (iii) Executive’s rights to indemnifications under any separate contract or insurance policy, (iv) Executive’s right to seek unemployment insurance benefits, (v) Executive’s right to seek workers’ compensation benefits, or (vi) any claims that, as a matter of applicable law, are not waivable. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

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     2. Executive specifically releases the Releasees from any claims that Executive might have under the ADEA and any rights under the OWBPA; provided however, Executive is not waiving or releasing any rights Executive may have to challenge the knowing and voluntary nature of the release of ADEA claims pursuant to the OWBPA. Nothing in this Agreement shall be construed to prohibit Executive from filing a charge with or participating in any investigation or proceeding conducted by the EEOC or a comparable state or local agency. Notwithstanding the foregoing, Executive agrees to waive his or her right to recovery monetary damages in any charge, complaint or lawsuit filed by Executive or by anyone else on his or her behalf.

     3. In consideration of Executive’s agreement to comply with the covenants described in Section 5 of the Employment Agreement, the Company agrees as set forth in paragraph 6 herein.

     4. Executive further agrees and recognizes that Executive has permanently and irrevocably severed Executive’s employment relationship with the Company, that Executive shall not seek employment with the Company or any affiliated entity at any time in the future, and that neither the Company nor any affiliate has any obligation to employ Executive in the future.

     5. Executive agrees that Executive will not disparage or subvert the Company or the Releasees, or make any statement reflecting negatively on the Company or the Releasees, including, but not limited to, any matters relating to the operation or management of the Company, Executive’s employment and the termination of Executive’s employment, irrespective of the truthfulness or falsity of such statement.

     6. In consideration for Executive’s agreement as set forth herein, the Company agrees to pay and provide Executive with the severance benefits described in Section 2.2 of Executive’s Employment Agreement. Executive agrees that he or she is not entitled to any payments, benefits, severance payments or other compensation beyond that expressly provided in Section 2.2 of Executive’s Employment Agreement.

     7. Executive understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to Executive in consideration for Executive’s acceptance and execution of, and in reliance upon Executive’s representations in, this Agreement. Executive acknowledges that if Executive had not executed this Agreement containing a release of all claims against the Company and the Releasees, Executive would only have been entitled to the payments provided in the Company’s standard severance pay plan for employees.

     8. Executive acknowledges and agrees that the Company previously has satisfied any and all obligations owed to Executive under any employment agreement or offer letter Executive has with the Company or a Releasee and, further, that this Agreement supersedes any and all prior agreements or understandings, whether written or oral, between the parties, excluding only Executive’s post-termination obligations under Executive’s Employment Agreement, any obligations relating to the securities of the Company or any of its affiliates and the Company’s obligations under Section 2.2 of Executive’s Employment Agreement, all of which shall remain in full force and effect to the extent not inconsistent with this Agreement, and further, that, except as set forth expressly herein, no promises or representations have been made to him in connection with the termination of Executive’s Employment Agreement or the terms of this Agreement.

     9. Except as may be necessary to obtain approval or authorization to fulfill its obligations hereunder or as required by applicable law, (a) Executive agrees not to disclose the terms of this Agreement to anyone, except Executive’s spouse, attorney and, as necessary, tax/financial advisor, and (b) the Company agrees that the terms of this Agreement will not be disclosed. It is expressly understood

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that any violation of the confidentiality obligation imposed hereunder constitutes a material breach of this Agreement.

     10. Executive represents that Executive does not presently have in Executive’s possession any records and business documents, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists, technical information, customer information, pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company and/or its predecessors, parents, subsidiaries or affiliates or obtained as a result of Executive’s employment with the Company and/or its predecessors, parents, subsidiaries or affiliates, or created by Executive while employed by or rendering services to the Company and/or its predecessors, parents, subsidiaries or affiliates. Executive acknowledges that all such Corporate Records are the property of the Company. In addition, Executive shall promptly return in good condition any and all Company owned equipment or property, including, but not limited to, automobiles, personal data assistants, facsimile machines, copy machines, pagers, credit cards, cellular telephone equipment, business cards, laptops and computers. As of the Termination Date, the Company will make arrangements to remove, terminate or transfer any and all business communication lines including network access, cellular phone, fax line and other business numbers.

     11. Executive expressly waives all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. Executive acknowledges the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims which provides that a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by it must have materially affected its settlement with the debtor.

     12. Nothing in this Agreement shall prohibit or restrict Executive from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Company’s designated legal, compliance or human resources officers; (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization or (iv) challenging the knowing and voluntary nature of the release of ADEA claims pursuant to the OWBPA.

     13. The parties agree and acknowledge that the agreements by the Company described herein, and the settlement and termination of any asserted or unasserted claims against the Releasees, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by any of the Releasees to Executive.

     14. Executive agrees and recognizes that should Executive breach any of the obligations or covenants set forth in this Agreement, the Company will have no further obligation to provide Executive with the consideration set forth herein, and will have the right to seek repayment of all consideration paid up to the time of any such breach. Further, Executive acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages, attorney’s fees and costs.

     15. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Pennsylvania.

     16. Executive certifies and acknowledges as follows:

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          (a) That Executive has read the terms of this Agreement, and that Executive understands its terms and effects, including the fact that Executive has agreed to RELEASE AND FOREVER DISCHARGE the Company and each of the Releasees from any legal action arising out of Executive’s employment relationship with the Company and the termination of that employment relationship;

          (b) That Executive has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Executive acknowledges is adequate and satisfactory to him and which Executive acknowledges is in addition to any other benefits to which Executive is otherwise entitled;

          (c) That Executive has been and is hereby advised in writing to consult with an attorney prior to signing this Agreement;

          (d) That Executive does not waive rights or claims that may arise after the date this Agreement is executed;

          (e) That the Company has provided Executive with a period of [twenty-one (21)] or [forty-five (45)] days within which to consider this Agreement, and that Executive has signed on the date indicated below after concluding that this Separation of Employment Agreement and General Release is satisfactory to Executive; and

[Note: The applicable time period will depend on whether the termination is part of a reduction in force (45 days) or not (21 days). In addition, if the termination is in connection with a reduction in force, certain disclosures will need to be made to Executive to comply with the requirements of the ADEA if Executive is at least age 40.]

          (f) Executive acknowledges that this Agreement may be revoked by Executive within seven (7) days after execution, and it shall not become effective until the expiration of such seven (7) day revocation period. In the event of a timely revocation by Executive, this Agreement will be deemed null and void and the Company will have no obligations hereunder.

     Intending to be legally bound hereby, Executive and the Company executed the foregoing Separation of Employment Agreement and General Release this                      day of                     , ___.

	Witness:
[Executive]
SUNGARD

By:		Witness:
	Name:
	Title:

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EX-10.37

Exhibit 10.37

Amendment 2010-1 to Employment Agreement

     THIS AMENDMENT 2010-1 TO EMPLOYMENT AGREEMENT (the “Addendum”) entered into this 17^th day of March, 2010, by and between Gil Santos (“Executive”) and SunGard Public Sector Inc. (formerly named SunGard HTE Inc., the “Company”).

     WHEREAS, Executive is currently employed by the Company and entered into an Employment Agreement dated as of November 15, 2007 (the “Employment Agreement”) with the Company, pursuant to which Executive is entitled to certain benefits concerning his employment.

     WHEREAS, the parties wish to enter into this Amendment to amend his Employment Agreement to provide enhanced severance benefits in the event of a Change of Control (as defined in the Employment Agreement) or a Sale of the Public Sector Business (as defined in the Employment Agreement).

     NOW, THEREFORE, intending to be legally bound and in consideration of the mutual covenants and conditions herein contained, the parties hereby agree that the Employment Agreement is amended as follows:

     1. Section 2.2 is amended by adding a new Section 2.2(c) to the end to read as follows:

          (c) Notwithstanding the provisions of Section 2.2(a) and 2.2(b), in the event of a termination of Executive as described in Section 2.1 during the Employment Term and upon or after a Change of Control or a Sale of the Public Sector Business, if Executive executes and does not revoke a Release, Executive shall be entitled to receive the following severance benefits, in lieu of the payment described in Section 2.2(a) and in lieu of the severance benefits described in Section 2.2(b):

               (i) Executive shall receive a lump sum cash payment equal to two times the sum of Executive’s annual Base Salary plus Executive’s Target Incentive Bonus in effect immediately before the Termination Date (as defined in Section 3). For this purpose, the “Target Incentive Bonus” means Executive’s target annual incentive bonus amount (measured at the fourth quartile target, identified “goal” target or other similar target as determined by the Company at the date of termination, without taking into account any incentive override for above goal performance, or any project-specific or other non-standard incentives) in effect under the Company’s Executive Incentive Plan for the year of termination.

               (ii) Executive shall receive a pro rata Target Incentive Bonus for the year in which Executive’s Termination Date occurs. The pro rata amount shall be determined as the Target Incentive Bonus multiplied by the number of days in which Executive was employed by the Company during the year of termination, including the Termination Date, divided by 365.

               (iii) The Company shall pay Executive a lump sum cash payment equal to the cost (calculated as described below) that Executive would incur if Executive continued medical, dental and vision coverage for Executive, and, where applicable, his or her spouse and dependents, for the two-year period following the

1

Termination Date. For this purpose, the monthly cost shall be determined as 100% of the applicable monthly premium for the cost of medical, dental and vision coverage for Executive, less the monthly premium charge that is paid by active Company employees for similar coverage as in effect at Executive’s termination date. The cash payment shall be increased by a tax gross up payment equal to Executive’s income and FICA tax imposed on the payment under this subsection (iii). Executive may elect COBRA continuation coverage according to the terms of the Company’s applicable benefit plans.

               (iv) Executive shall receive any other amounts earned, accrued or owing but not yet paid under Section 1 above and any other benefits in accordance with the terms of any applicable plans and programs of the Company.

               (v) Payment of the lump sum benefits described above shall be made on the 60th day after Executive’s Termination Date, subject to Executive’s execution of an effective Release.

2. Section 2.2(b)(v) of the Employment Agreement is amended to read as follows:

     (v) Payment of the lump sum benefits described above shall be made on the 60th day after Executive’s Termination Date, subject to Executive’s execution of an effective Release.

3. Section 3(c) of the Employment Agreement is amended to read as follows:

     (c) “Change of Control” shall mean “the occurrence of (a) any consolidation or merger of SunGard Capital Corp. (“Capital Corp.”) (or any other parent company (a “Parent Company”)) of SunGard that owns each of the Availability Services Business segment, financial systems business segment, higher education systems business segment and public sector business with or into any other person, or any other corporate reorganization, transaction or transfer of securities of Capital Corp (or such other Parent Company) by its stockholders, or series of related transactions (including the acquisition of capital stock of Capital Corp. or such other Parent Company), whether or not Capital Corp. (or such other Parent Company) is a party thereto, in which the stockholders of Capital Corp. immediately prior to such consolidation, merger, reorganization or transaction, own, directly or indirectly, capital stock either (i) representing directly, or indirectly through one or more entities, less than fifty percent (50%) of the economic interests in or voting power of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction or (ii) that does not directly, or indirectly through one or more entities, have the power to elect a majority of the entire board of directors of Capital Corp. (or such other Parent Company) or other surviving entity immediately after such consolidation, merger, reorganization or transaction, (b) any transaction or series of related transactions, whether or not Capital Corp. (or such other Parent Company) is a party thereto, after giving effect to which in excess of fifty percent (50%) of the voting power of Capital Corp. (or such other Parent Company) is owned directly, or indirectly

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through one or more entities, by any person and its “affiliates” or “associates” (as such terms are defined in the Rules promulgated under the Exchange Act of 1934, as amended (the “Exchange Act Rules”)) or any “group” (as defined in the Exchange Act Rules), other than, directly or indirectly, Qualified Institutional Investors (as defined in the Stockholders Agreement, which is incorporated by reference herein) (and in the case of a “group,” excluding a percentage of such “group” equal to the percentage of the voting power of such group controlled by any Qualified Institutional Investors), excluding, in any case referred to in clause (a) or (b) any Initial Public Offering (as defined in the Stockholders Agreement) or any bona fide primary or secondary public offering following the occurrence of an Initial Public Offering; or (c) a sale, lease or other disposition of all or substantially all of the assets of Capital Corp. or such other Parent Company, in each case on a consolidated basis with its subsidiaries (including the stock of SunGard), excluding, in any case referred to in clause (c), any sale, lease or other disposition to an entity of which the stockholders of Capital Corp. immediately prior to the sale, lease or other disposition own, directly or indirectly, through one or more entities, capital stock either representing directly, or indirectly through one or more entities, 50% or more of the economic interests or voting power. For the avoidance of doubt, a spin-off of one or more of the SunGard businesses, a Sale of the Public Sector Business, a sale of any other SunGard business or a comparable transaction shall not, in any case, constitute a Change of Control.

4. Section 3(g) of the Employment Agreement is amended to read as follows:

          (g) “Sale of the Public Sector Business” shall mean a sale, exchange or other disposition or transfer of all or substantially all of the business or assets of the Public Sector Business to a purchaser that is unrelated to SunGard or any of the Investors; provided that a Sale of the Public Sector Business shall not also constitute a Change of Control. For the avoidance of doubt, a spin-off of the Public Sector Business shall not be considered a Sale of the Public Sector Business.

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     5. Section 3 of the Employment Agreement is amended by adding the following definition to the end:

     (j) “Investors” shall mean the private equity funds sponsored by Silver Lake Partners, Bain Capital, The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts, Providence Equity Partners and Texas Pacific Group that became stockholders of Capital Corp. and SunGard Capital Corp. II in August 2005.

     6. In all respects not modified by this Amendment, the Employment Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Addendum as of March 17, 2010.

SunGard Public Sector Inc.
By:	/s/ Cristóbal Conde
	Name:	Cristóbal Conde
	Title:	Chief Executive Officer
Executive
/s/ Gil Santos
Gil Santos

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EX-10.59

Exhibit 10.59

Summary Description of the Company’s Annual Executive Incentive Compensation Program

SunGard Data Systems Inc. has an annual executive incentive compensation (“EIC”) program for its executive officers and other key management employees. The principal purpose of this program is to link a significant portion of annual cash compensation to financial results and other goals, so as to reward successful performance.

Each participant’s EIC program contains certain financial and/or business goals as targets. The financial measures used are one or both of the following:

(i)	internal EBITA, which represents actual earnings before interest, taxes and amortization, noncash stock compensation expense, management fees paid to the private equity firms that acquired the Company and certain other unusual items as approved by the Compensation Committee, and
(ii)	budgeted revenue growth of the Company’s business segments.

These targets are established at the beginning of each year and take into account the Company’s overall financial and business goals for the year. The annual EIC bonus is designed to reward our executives for the achievement of annual financial goals related to the business for which they have responsibility. A minimum incentive may be earned at threshold EIC goals, which are set generally at levels that reflect an improvement over prior year results, and no payment is awarded if the threshold goal is not achieved. On-target EIC goals are set generally at levels that reflect budgeted performance. Additional amounts can be earned when actual performance exceeds on-target performance. Additional mid-point goals between threshold and target with corresponding incentive amounts are also established. The Company may revise or cancel an executive’s EIC at any time as a result of a significant change in circumstances or the occurrence of an unusual event that was not anticipated when the performance plan was approved.

EX-12.1

Exhibit 12.1

SunGard Capital Corp.
SunGard Capital Corp. II
SunGard Data Systems Inc.
Computation of Ratio of Earnings to Fixed Charges (Unaudited)
($ in millions)

	Predecessor(1)		Successor
			August 11
	January 1		through
	through August		December 31,
	10, 2005		2005			2006			2007			2008			2009
Fixed charges
Interest expense	$	14	$	228		$	616		$	608		$	561		$	584
Amortization of debt issuance costs and debt discount		3		20			40			37			37			42
Portion of rental expense representative of interest		38		25			61			69			75			81
Total fixed charges	$	55	$	273		$	717		$	714		$	673		$	707
Earnings
Income (loss) before income taxes	$	288	$	(62	)	$	(139	)(2)	$	(63	)	$	(204	)(3)	$	(1,191	)
Fixed charges per above		55		273			717			714			673			707
Total earnings	$	343	$	211		$	578	(2)	$	651		$	469	(3)	$	(484	)
Ratio of earnings to fixed charges		6.2		*			*			*			*			*

*	Earnings for the period August 11 through December 31, 2005 and for the years ended December 31, 2006, 2007, 2008 and 2009 were inadequate to cover fixed charges by $62 million, $139 million, $63 million, $204 million and $1,191 million, respectively.
(1)	SunGard Capital Corp. (SCC) and SunGard Capital Corp. II (SCCII) were created in 2005 for the purpose of acquiring SunGard Data Systems Inc. (SunGard) which occurred on August 11, 2005. SCC and SCCII do not have results prior to August 11, 2005.
(2)	SCC’s income (loss) before operations and total earnings for 2006 were $(137) million and $580 million, respectively.
(3)	SCC’s income (loss) before operations and total earnings for 2008 were $(205) million and $468 million, respectively.

EX-21.1

Exhibit 21.1

SUNGARD CAPITAL CORP.
SUNGARD CAPITAL CORP. II
SUNGARD DATA SYSTEMS INC.
SUBSIDIARIES OF THE REGISTRANTS

Company Name	Jurisdiction
SunGard Capital Corp.	Delaware
SunGard Capital Corp. II	Delaware
SunGard Data Systems Inc.	Delaware
365 Hosting Limited	Ireland
Advanced Portfolio Technologies Ltd.	Bermuda
Advanced Portfolio Technologies Ltd.	England and Wales
Advanced Portfolio Technologies, Inc.	Delaware
Alpha Numeric Developments Limited	England and Wales
ASI Australia Holding Company	Michigan
Aspiren Systems Integration Ltd	England and Wales
Assent LLC	Delaware
Automated Securities Clearance (Europe) Limited	England and Wales
Automated Securities Clearance LLC	Delaware
Birza Limited	Ireland
C.T. Computer Services Limited	England and Wales
Cipriano Investments Sp. z o.o.	Poland
Comex Information Technology (Shanghai) Co., Ltd.	China
Computer Stand-By Limited	England and Wales
Decalog (1991) Ltd.	Israel
Decalog (UK) Limited	England and Wales
Decalog Genie Informatique SAS	France
Decalog N.V.	The Netherlands
Decision Software, Inc.	New York
Derivatech UK Limited	England and Wales
E2-One UK Limited	England and Wales
Emos Futures Limited	England and Wales
Exeter Educational Management Systems, Inc.	Massachusetts
Ex-FIS Limited	England and Wales
F.L. Software Limited	England and Wales
FAME (UK) Holdings Limited	England and Wales
FAME Information Services (Asia Pacific) Pte Ltd	Singapore
FDP Europe Limited	Scotland
FL Worldwide Limited	England and Wales
FNI (I), L.L.C.	Delaware
FNX (UK).	England and Wales
FNX India Software Limited Private Company	India
FNX Ltd, Mauritius	Republic of Mauritius
FNX, L.L.C.	Delaware
Front Capital Systems Holding AB	Sweden

Company Name	Jurisdiction
Front Consulting AB	Sweden
GL Settle Limited	England and Wales
GL Settle, Inc.	Delaware
GL T Software Unipessoal LDA	Portugal
GL Trade (Belgium), SA	Belgium
GL Trade (South Africa) (Proprietary) Limited	South Africa
GL Trade (Suisse) SA	Switzerland
GL Trade Americas, Inc.	New York
GL Trade Australia Pty. Ltd.	Australia
GL Trade Bilgisaya Hizmetleri Ticaret Limited Sirketi	Turkey
GL Trade BV	The Netherlands
GL Trade Capital Markets Solutions Inc.	Pennsylvania
GL Trade CMS (Thailand) Company Limited	Thailand
GL Trade Holdings, Inc.	Delaware
GL Trade Iberica S.L.	Spain
GL Trade Limited	England and Wales
GL Trade MENA	Tunisia
GL Trade Overseas, Inc.	Delaware
GL Trade Software DOO	Serbia
GL Trade Solution CMS (Thailand) Company Limited	Thailand
GL Trade Solutions Pte Ltd.	Singapore
GL Trade Systems Limited	Hong Kong
GL Trade TUNISIA SARL	Tunisia
GLESIA Srl	Italy
Guardian dr (Overseas Holdings) Limited	England and Wales
Guardian iT	England and Wales
Guardian iT France S.A.	France
Guardian iT Holdings (Belgium) NV	Belgium
HTE-Alberta Ltd.	Alberta
IFIS Infotec (USA) Inc.	New York
In Matrix Holdings Pty Ltd	Australia
In Matrix Investment Holdings Pty Ltd	Australia
In Matrix Technology Pty Ltd	Australia
InFlow LLC	Delaware
Infotec Financial (UK) Limited	England and Wales
Integrity Treasury Solutions Europe Limited	England and Wales
Integrity Treasury Solutions Inc.	Delaware
Integrity Treasury Solutions Limited	England and Wales
Integrity Treasury Solutions Pty Ltd.	Australia
Integrity Treasury Solutions Singapore Pte Ltd	Singapore
iXguardian Limited	England and Wales
Kiodex Limited	England and Wales
Kronos Software Limited	England and Wales
Lonsdale Chetwyn Holdings Limited	England and Wales
Matrix 1 Pty Ltd	Australia
Minorca Corporation NV	Netherlands Antilles

Company Name	Jurisdiction
Monis Management Limited	England and Wales
Monis Software Inc.	New York
Monis Software Limited	England and Wales
Online Securities Processing Inc.	Delaware
Oshap Software Industries Ltd.	Israel
Oshap Technologies Ltd.	Israel
Portfolio Administration (Channel Islands) Limited	Jersey
Prismlight Pte. Ltd.	Singapore
Reech Capital Limited	England and Wales
Reech Employee Trustee Ltd	England and Wales
Renaissance Software U.K. Limited	England and Wales
Riofin Limited	England and Wales
Safetynet Group	England and Wales
Safetynet International Limited	England and Wales
Safetynet Limited	England and Wales
SCT Technologies de Mexico S. de R.L. de C.V.	Mexico
Sherwood Computer Services Limited	England and Wales
Sherwood US Holdings Limited	England and Wales
SIS Europe Holdings LLC	Delaware
SRS Development Inc.	Delaware
Strohl Systems (UK) Limited	England and Wales
SunGard (Benelux) N.V.	Belgium
SunGard (Israel) Ltd.	Israel
SunGard (Switzerland) SA	Switzerland
SunGard Ambit (Malaysia) Sdn. Bhd.	Malaysia
SunGard Ambit (Singapore) Pte. Ltd.	Singapore
SunGard Ambit LLC	Delaware
SunGard Apex International Limited	England and Wales
SunGard Apex UK Limited	England and Wales
SunGard AR Financing LLC	Delaware
SunGard Asia Pacific Inc.	Delaware
SunGard Availability Services (Belgium) NV	Belgium
SunGard Availability Services (Canada) Ltd.	Ontario
SunGard Availability Services (Deutschland) GmbH	Germany
SunGard Availability Services (DR) Limited	England and Wales
SunGard Availability Services (France) S.A.	France
SunGard Availability Services (Luxembourg) SA	Luxembourg
SunGard Availability Services (Nordic) AB	Sweden
SunGard Availability Services (Norway) AS	Norway
SunGard Availability Services (UK) Limited	England and Wales
SunGard Availability Services LP	Pennsylvania
SunGard Availability Services Ltd.	Delaware
SunGard AvantGard LLC	California
SunGard Brokerage & Securities Services LLC	Delaware
SunGard Business Integration (UK) Limited	England and Wales
SunGard Business Integration AG	Switzerland

Company Name	Jurisdiction
SunGard Business Integration GmbH	Germany
SunGard Business Systems LLC	Delaware
SunGard Computer Services LLC	Delaware
SunGard Consulting Services (France) Bank and Insurance SAS	France
SunGard Consulting Services (France) S.A.	France
SunGard Consulting Services (France) Technology S.A.S.	France
SunGard Consulting Services (Ireland) Limited	Ireland
SunGard Consulting Services (UK) Limited	England and Wales
SunGard Consulting Services LLC	Delaware
SunGard CSA LLC	Delaware
SunGard Data Management Solutions (UK) Limited	England and Wales
SunGard Data Systems Beijing Co. Ltd.	China
SunGard Dealing Systems Pty Limited	Australia
SunGard Development Corporation	Delaware
SunGard DIS Inc.	Delaware
SunGard Do Brasil Servicos de Informatica Ltda.	Brazil
SunGard Energy Solutions Limited	England and Wales
SunGard Energy Systems Inc.	Delaware
SunGard eProcess Intelligence LLC	Delaware
SunGard Finance SAS	France
SunGard Financial Systems (France) SAS	France
SunGard Financial Systems (Middle East) Limited	Dubai
SunGard Financial Systems LLC	Delaware
SunGard Financing LLC	Delaware
SunGard Front Arena AB	Sweden
SunGard Funding II LLC	Delaware
SunGard Funding LLC	Delaware
SunGard Global Execution Services Limited	England and Wales
SunGard Global Trading (Deutschland) GmbH	Germany
SunGard Global Trading (Japan) KK	Japan
SunGard Higher Education Inc.	Delaware
SunGard Higher Education International Limited	England and Wales
SunGard Higher Education Managed Services Inc.	Delaware
SunGard Holdco LLC	Delaware
SunGard Holding Corp.	Delaware
SunGard Holdings Limited	England and Wales
SunGard Iberia, S.L.	Spain
SunGard India Sales Private Limited	India
SunGard Institutional Brokerage Inc.	New York
SunGard Insurance Services Limited	England and Wales
SunGard International Holdings Inc.	Delaware
SunGard Investment Systems LLC	Delaware
SunGard Investment Systems U.K. Limited	England and Wales
SunGard Investment Ventures LLC	Delaware
SunGard Italia s.r.l.	Italy
SunGard iWORKS (Canada) Inc.	Ontario

Company Name	Jurisdiction
SunGard iWORKS LLC	Delaware
SunGard iWORKS P&C (US) Inc.	Delaware
SunGard Kingstar Cayman Islands Limited	The Cayman Islands
SunGard Kingstar Data System (China) Co., Ltd.	China
SunGard Kiodex LLC	Delaware
SunGard Latinoamerica, S.A. de C.V.	Mexico
SunGard NetWork Solutions Inc.	Delaware
SunGard Pensions Limited	England and Wales
SunGard Public Sector Aspiren Group Limited	England and Wales
SunGard Public Sector Aspiren Limited	England and Wales
SunGard Public Sector Holdings Limited	England and Wales
SunGard Public Sector Inc.	Florida
SunGard Public Sector Limited	England and Wales
SunGard Reference Data Solutions LLC	Delaware
SunGard SAS Canada Holdings Inc.	Delaware
SunGard SAS Holdings Inc.	Delaware
SunGard Securities Finance International LLC	Delaware
SunGard Securities Finance LLC	Delaware
SunGard Security Services AB	Sweden
SunGard Shareholder Systems LLC	Delaware
SunGard Sherwood Systems (Netherlands) B.V.	The Netherlands
SunGard Sherwood Systems (Promark) Limited	England and Wales
SunGard Sherwood Systems Group Limited	England and Wales
SunGard Sherwood Systems Limited	England and Wales
SunGard Sherwood Systems Outsourcing Limited	England and Wales
SunGard Software, Inc.	Delaware
SunGard Solutions (India) Private Limited	India
SunGard Solutions Software (India) Private Limited	India
SunGard System Access (Czech Republic) s.r.o.	Czech Republic
SunGard System Access (Europe) Limited	England and Wales
SunGard System Access (Philippines), Inc.	Philippines
SunGard System Access (Slovakia) spol. s.r.o.	Slovak Republic
SunGard System Access (Thailand) Limited	Thailand
SunGard System Access Asia Pacific Sdn Bhd	Malaysia
SunGard System Access Genesys Pte Ltd	Singapore
SunGard System Access Pakistan (Private) Limited	Pakistan
SunGard Systeme GmbH	Germany
SunGard Systems (Thailand) Company Limited	Thailand
SunGard Systems Hong Kong Limited	Hong Kong
SunGard Systems International Inc.	Pennsylvania
SunGard Systems Japan K.K.	Japan
SunGard Systems Korea Ltd.	Korea
SunGard Systems Ltd.	England and Wales
SunGard Systems Luxembourg S.A.	Luxembourg
SunGard Systems NZ Limited	New Zealand
SunGard Systems Philippines Inc.	Philippines

Company Name	Jurisdiction
SunGard Systems Pty Limited	Australia
SunGard Systems Singapore Pte. Limited	Singapore
SunGard Systems South Africa (Proprietary) Limited	South Africa
SunGard Technologies (Canada) Inc.	Ontario
SunGard Technology Services LLC	Delaware
SunGard Treasury Systems Europe Limited	England and Wales
SunGard Treasury Systems UK Limited	England and Wales
SunGard UK Holdings Limited	England and Wales
SunGard VeriCenter, Inc.	Delaware
SunGard VPM Inc.	New York
SunGard Workflow Solutions LLC	Delaware
System Access (Americas), Inc.	New Jersey
Systems Computer Technology de Mexico S. dr R.L. de C.V.	Mexico
TeleVault iT Limited	England and Wales
Tiger Systems Limited	England and Wales
TP Technologies S.A.	Belgium
Trax N.V.	Belgium
Ubitrade OSI	Tunisia

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-1 (No. 333-158657) of SunGard Data Systems Inc., Form S-8 (No. 333-163309) of SunGard Capital Corp. and Form S-8 (No. 333-163311) of SunGard Capital Corp. II of our report dated March 24, 2010 relating to the financial statements which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 24, 2010

EX-31.1

Exhibit 31.1

Certification of Cristóbal Conde
Required by Rule 13a-14(a) or Rule 15d-14(a) and
Section 302 of the Sarbanes-Oxley Act of 2002

I, Cristóbal Conde, certify that:

     1. I have reviewed this annual report on Form 10-K of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, “registrant”);

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

          a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

          a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 24, 2010

/s/ Cristóbal Conde  

Cristóbal Conde 

President and Chief Executive Officer
SunGard Capital Corp., SunGard Capital
Corp. II & SunGard Data Systems Inc. 

EX-31.2

Exhibit 31.2

Certification of Robert F. Woods
Required by Rule 13a-14(a) or Rule 15d-14(a) and
Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert F. Woods, certify that:

     1. I have reviewed this annual report on Form 10-K of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, “registrant”);

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

          a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

          b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

          c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

          d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

          a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

          b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 24, 2010

/s/ Robert F. Woods

Robert F. Woods

Chief Financial Officer

SunGard Capital Corp., SunGard Capital

Corp. II & SunGard Data Systems Inc.

EX-32.1

Exhibit 32.1

Certification of Cristóbal Conde
Required by Rule 13a-14(b) or Rule 15d-14(b) and
Section 906 of the Sarbanes-Oxley Act of 2002

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.(S) 1350, as adopted), I, Cristóbal Conde, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, the “Company”), hereby certify that to my knowledge:

     1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2009 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

     2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 24, 2010

/s/ Cristóbal Conde  

Cristóbal Conde 

Chief Executive Officer 

     A signed original of this written statement required by Section 906 has been provided to SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. and will be retained by SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of Robert F. Woods
Required by Rule 13a-14(b) or Rule 15d-14(b) and
Section 906 of the Sarbanes-Oxley Act of 2002

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.(S) 1350, as adopted), I, Robert F. Woods, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, the “Company”), hereby certify that to my knowledge:

     1. The Company’s Annual Report on Form 10-K for the period ended December 31, 2009 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

     2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 24, 2010

/s/ Robert F. Woods  

Robert F. Woods 

Chief Financial Officer 

     A signed original of this written statement required by Section 906 has been provided to SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. and will be retained by SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.