169-10 Contract

pursues the cure to completion. The Non-Defaulting Party may not maintain any action or effect any remedies for default against the Defaulting Party unless and until the Defaulting Party has failed to cure the same within the time periods provided in this Section. (B) Consequences of Lessee’s Default. Lessor acknowledges that under the terms of this Agreement, Lessee has the right to terminate this Agreement at any time upon one hundred eighty (180) days’ notice. Accordingly, in the event that Lessor maintains any action or effects any remedies for default against Lessee, resulting in Lessee’s dispossession or removal, (i) the Rent shall be paid up to the date of such dispossession or removal; (ii) Lessor shall be entitled to recover from Lessee, in lieu of any other damages, as liquidated, final damages, a sum equal to six months’ Rent; and (iii) Lessor shall continue to honor all of the terms and conditions of those Existing Ground Leases through the expiration or termination of any such Existing Ground Leases in accordance with their own terms and conditions, as same shall survive the termination of this Agreement. All assigned leases shall revert back to the Lessor upon termination or expiration in accordance with Section 27(A). In no event shall Lessee be liable to Lessor for consequential, indirect, speculative or punitive damages in connection with or arising out of any default. (C) Consequences of Lessor’s Default. In the event that Lessor is in default beyond the applicable periods set forth above, Lessee may, at its option, upon written notice: (i) terminate this Agreement and be relieved from all further obligations under this Agreement; (ii) perform the obligation(s) of Lessor specified in such notice, in which case any expenditures reasonably made by Lessee in so doing shall be deemed paid for the account of Lessor and Lessor agrees to reimburse Lessee for said expenditures upon demand; (iii) take any actions that are consistent with Lessee’s rights; and/or (iv) sue for injunctive relief, and/or sue for specific performance, and/or sue for damages. In no event shall Lessor be liable to Lessee for consequential, indirect, speculative or punitive damages in connection with or arising out of any default. Lessor’s Waiver. Lessor hereby waives and releases any and all liens,

iable to Lessee for consequential, indirect, speculative or punitive damages in connection with or arising out of any default. Lessor’s Waiver. Lessor hereby waives and releases any and all liens, whether statutory or under common law, with respect to any of Lessee’s Property now or hereafter located on the Leased Premises. Applicable Law. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State where the Leased Premises is located. The parties agree that the venue for any litigation regarding this Agreement shall be Essex County, New Jersey. Assignment, Sublease, Licensing and Encumbrance. Except as provided below, with the prior approval of the Lessor, which shall not be unreasonably withheld, Lessee has the right to assign its interest in this Agreement. Assignment of this Agreement by Lessee shall be effective upon Lessee sending written notice to Lessor, and the Lessor thereafter approving the assignment. Notwithstanding the foregoing, no approval is necessary for Lessee to assign its interest in this Agreement to any parent, subsidiary, or parent entity or to any entity that merges with or into Lessee or that acquires all or substantially all of Lessee’s assets. In the event the assignment is approved by Lessor or as otherwise allowed above, the assignment shall relieve Lessee from any further liability or obligations under this Agreement, but Lessee shall retain and be responsible to satisfy all liabilities accrued during the Lease Term prior to the assignment. Lessee has the further right to pledge or encumber its interest in this Agreement. Upon request to Lessor from any leasehold mortgagee, Lessor agrees to give the holder of such leasehold mortgage written notice of any default by Lessee and an opportunity to cure any such default within fifteen (15) days after such notice with respect to monetary defaults and within a commercially reasonable period of time after such notice with respect to any non-monetary default. Lessee shall have the right to enter into ground leases, subleases or licenses for use of all or any portion of the Leased Premises, Non-exclusive licenses and/or Improvements (hereinafter each is individually a “Sublease”) with any third party or multiple parties, which Subleases may include the installation, operation and maintenance of equipment on the Leased

mprovements (hereinafter each is individually a “Sublease”) with any third party or multiple parties, which Subleases may include the installation, operation and maintenance of equipment on the Leased Premises and/or Improvements located thereon. Lessee shall provide to Lessor written notice of any such leases, subleases or licenses. Such leases, subleases or licenses shall be only for those accepted and permitted uses of the Leased Premises and/or the Improvements located thereon and shall be performed in accordance with all applicable laws. PPAB 1693726v5 6 West Orange; BU878830