169-10 Contract

2. Assignor hereby transfers, assigns and conveys unto Assignee, its successors and assigns, any and all of Assignor’s right, title and interest under the Agreement (the “Assigned Rights”) for the duration of the Master Lease Term. Upon the expiration of the Master Lease Agreement, the Assigned Rights shall revert back to the Assignor. Assignee shall prepare an assignment to assign all such rights back to Assignor within a reasonable period of time after expiration of the Master Lease Agreement. Any rents or sub-rents which Lessee receives after expiration or termination of the Master Lease Agreement shall be the sole property of the Lessor. To the extent that Lessee receives any such rents it shall hold them in trust for Lessor and immediately turn them over to Lessor. 3. Assignor hereby represents, warrants, covenants, to the best of the Lessor’s knowledge, and agrees as follows: (a) any and all rents, fees or other payments under the Agreement are now fully paid and current; (b) Assignor has full right and authority to execute and deliver this Assignment and to assign the Assigned Rights to Assignee, and all consents, approvals and authorizations necessary for Assignor to consummate the transaction contemplated hereby have been obtained; (c) Assignor is the lawful owner of the Assigned Rights, no other party has any interest in or claim against the Assigned Rights, the Assigned Rights are free from all liens, and Assignor will warrant and defend the same against the lawful claims and demands of all persons whomsoever; (d) Assignor is the current lessor under the Agreement, the Agreement is in full force and effect, and no default exists under the Agreement on the part of either Assignor, as lessor, or the lessee thereunder, and, to Assignor’s knowledge, no event or condition has occurred or exists which, with notice or the passage of time or both, would constitute a default by lessor under the Agreement, and (e) the Lesssor has receieved no notice of defaults. 4. Assignor hereby agrees to completely indemnify and hold harmless Assignee from and against any and all liability, claims, demands, suits or any other cause of action (collectively, the “Claims”) relating to, arising out of, or otherwise in connection with the Assigned Rights, which Claims relate to any act or failure to act by Assignor or any other liability of

on (collectively, the “Claims”) relating to, arising out of, or otherwise in connection with the Assigned Rights, which Claims relate to any act or failure to act by Assignor or any other liability of Assignor under the Agreement which predates the Effective Date of this Assignment. 5. Assignee hereby agrees to completely indemnify and hold harmless Assignor from and against any and all liability, claims, demands, suits or any other cause of action (collectively, the “Claims”) relating to, arising out of, or otherwise in connection with the Assigned Rights, which Claims relate to any act or failure to act by Assignee or any other liability of Assignee under the Agreement which predates the Effective Date of this Assignment. 6. Except as expressly set forth herein, the terms of the Agreement shall remain in full force and effect, unaltered by this Assignment. 7. This Assignment may be executed in multiple counterparts, each of which may be treated as an original. 15 West Orange PPAB 1693726v5