169-10 Contract

Representations and Warranties. (A) Lessee’s Representations and Warranties. Lessee hereby represents and warrants as follows: (i) Lessee is duly organized and in good standing under the laws of the state of its formation; (ii) this Agreement has been duly authorized and approved by all required corporate action of Lessee; (iii) Lessee is financially and legally able to meet its obligations under this Agreement; and (iv) neither the execution nor the delivery of this Agreement nor the consummation of the transaction it contemplates will conflict with, or result in any material violation or default under, any term of the articles of incorporation, management agreement, by-laws of Lessee, or any agreement, mortgage, indenture, license, permit, lease or other instrument, or law by which Lessee is bound. Each of Lessee's representations and warranties will survive throughout the Lease Term. (B) Lessor’s Representations and Warranties. Lessor hereby represents and warrants as follows: (i) Lessor is duly organized and in good standing under the laws of the state of its formation; (ii) this Agreement has been duly authorized and approved by all required corporate action of Lessor; (iii) Lessor is financially and legally able to meet its obligations under this Agreement; and (iv) neither the execution nor the delivery of this Agreement nor the consummation of the transaction it contemplates will conflict with, or result in any material violation or default under, any term of the articles of incorporation, management agreement, by-laws, ordinance or other formation documents of Lessor, or any agreement, mortgage, indenture, license, permit, lease or other instrument, or law by which Lessor is bound. Each of Lessor's representations and warranties will survive throughout the Lease Term. (C) Lessor does not represent or warrant the actual payment of the rent from the lessee or licensees under the Existing Ground Leases from the Commencement Date during the Lease Term. To the extent that any lessee or licensee fails to make any payment, Lessor shall reasonably cooperate with Lessee’s efforts to collect the rent from the lessee(s) or licensee(s) but shall not be liable for any defaults or breaches by

to make any payment, Lessor shall reasonably cooperate with Lessee’s efforts to collect the rent from the lessee(s) or licensee(s) but shall not be liable for any defaults or breaches by the lessee(s) or licensee(s) during the Lease Term under the Existing Ground Leases. No conduct, breaches or defaults by the lessee(s) or licensee(s) under the Existing Ground Leases shall be a basis for any termination of this Agreement or demand on Lessor. Miscellaneous. Recording. At no cost to Lessor, Lessee shall have the right to record a memorandum of this Agreement with the appropriate recording officer. Lessor shall execute and deliver such a memorandum, for no additional consideration, promptly upon Lessee’s request. Entire Agreement. Lessor and Lessee agree that this Agreement and the Existing Ground Leases contains all of the agreements, promises and understandings between Lessor and Lessee regarding the Leased Premises. No oral agreements, promises or understandings shall be binding upon either Lessor or Lessee in any dispute, controversy or proceeding at law. Any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the parties hereto. Captions. The captions preceding the Sections of this Agreement are intended only for convenience of reference and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof. Construction of Document. Lessor and Lessee acknowledge that this document shall not be construed in favor of or against the drafter by virtue of said party being the drafter and that this Agreement shall not be construed as a binding offer until signed by Lessee. PPAB 1693726v5 7 West Orange; BU878830