Common use of Modifications, Substitutions and Replacement Clause in Contracts

Modifications, Substitutions and Replacement. During the Lease Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to any Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (a) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall be made if it would materially and adversely affect the value or useful life of such Property or any part thereof from that which existed immediately prior to such Modification; (b) the Modification shall be done in a good and workmanlike manner; (c) the Modification shall comply with all Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of any necessary permits; (d) subject to the terms of Article XII relating to permitted contests, Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (e) such Modifications shall comply with Sections 8.3 and 9.1(a); and (f) The Lessee shall be required to obtain the prior written approval (which approval shall not be unreasonably withheld) of the Agent Certificate Holder and the Administrative Agent with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall cost in excess of $500,000 with respect to the Property. All Modifications shall remain part of the realty and shall be subject to this Master Lease and the Lease Supplement and title thereto shall immediately vest in the Lessor Trust; provided however, that Modifications that (x) are not Required Modifications, (y) were not financed by the Participants and (z) are readily removable without impairing the value, utility or remaining useful life of the relevant Property, shall be the property of the Lessee and shall not be subject to this Master Lease or the Lease Supplement. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon any Property any trade fixtures, machinery, equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 9.1(a); provided, however, that such trade fixtures, machinery, equipment, inventory or other property do not impair the value or useful life of the relevant Property; provided, further, however, that Lessee shall keep and maintain at each Property and shall not remove from any Property any Equipment financed or otherwise paid for (directly or indirectly) by any Participant pursuant to the Participation Agreement.

Modifications, Substitutions and Replacement. During (a) After Completion of the Lease Term-------------------------------------------- Improvements, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to any the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, provided that: : (ai) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall be made if it would materially and adversely affect ------------- -------- impair the value value, utility or remaining useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; ; (bii) the Modification shall be done expeditiously and in a good and workmanlike manner; ; (ciii) the Modification Lessee shall comply with all Requirements of Law (including and all Environmental Laws) and Insurance Requirements applicable to the Modification, including the obtaining of any necessary permits; all permits and certificates of occupancy, and the structural integrity of the Property shall not be adversely affected; (div) subject to the terms of Article XII XIII relating to permitted contests, the Lessee shall pay all ------------ costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after prior to the same shall be filed (levy, foreclosure or otherwise become effective) other enforcement of any Liens arising with respect to the Modification; ; and (ev) such Modifications shall comply with Sections 8.3 and 9.1(a); andwith (f) The Lessee shall be required to obtain the prior written approval (which approval shall not be unreasonably withheld) of the Agent Certificate Holder and the Administrative Agent with respect to any alterations 1. All Modifications (other than those that both are not ------------ ---- Modifications required to be made pursuant to a Requirement of Law or an Insurance Requirement ("Required Modifications and/or alterations authorized by Modification") and are readily removable --------------------- without impairing the Construction Agency Agreement) that shall cost in excess value, utility or remaining useful life of $500,000 with respect to the Property. All Modifications ) shall remain part of the realty and shall be subject to this Master Lease and the Lease Supplement Lease, and title thereto shall immediately vest in the Lessor Trust; provided however, that Modifications that (x) are not Required Modifications, (y) were not financed by the Participants and (z) are readily removable without impairing the value, utility or remaining useful life of the relevant Property, shall be the property of the Lessee and shall not be subject to this Master Lease or the Lease SupplementLessor. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon any the Property any trade fixtures, machinery, equipment, inventory equipment or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 9.1(a10.1(a); provided, however, provided that such trade --------------- -------- fixtures, machinery, equipment, inventory equipment or other property do not impair the value value, utility or remaining useful life of the relevant Property; provided, further, however, that the -------- ------- Lessee shall keep and maintain at each the Property and shall not remove from any the Property any Equipment financed or otherwise paid for (directly or indirectly) by the Lessor or any Participant pursuant to the Participation Agreement. (b) The Lessee shall deliver to the Lessor and the Agent and each Participant a brief written narrative of the work to be done in connection with any Modification to the Property the cost of which is anticipated to exceed $500,000 in the aggregate.

Modifications, Substitutions and Replacement. During the Lease Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to any such Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (a) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall be made if it would materially and adversely affect the value marketability, value, utility or useful life of such Property or any part thereof from that which existed immediately prior to such Modification;; Xxx Research Corporation Amended and Restated Master Lease (b) the Modification shall be done in a good and workmanlike manner; (c) the Modification shall comply with all Insurance Requirements and all Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the such Modification, including the obtaining of any necessary permits; (d) subject to the terms of Article XII relating to permitted contests, Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty thirty (6030) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (e) such Modifications shall comply with Sections 8.3 and 9.1(a); and (f) The the Lessee shall be required to obtain the prior written approval (which approval shall not be unreasonably withheld) of the Agent Certificate Holder Lessor and the Administrative Agent with respect to any structural alterations (other than Required Modifications and/or alterations authorized by the Construction Agency AgreementModifications) that shall cost in excess of $500,000 with respect to 20% of the Property Cost of such Property. All Modifications shall remain part of the realty and shall be subject to this Master Lease and the applicable Lease Supplement Supplement(s) and title thereto shall immediately vest in the Lessor Trust; provided however, that Modifications that (x) are not Required Modifications, (y) were not financed by the Participants and (z) are readily removable without impairing the value, utility or remaining useful life of the relevant Property, shall be the property of the Lessee and shall not be subject to this Master Lease or the Lease SupplementLessor. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon any Property any trade fixtures, machinery, equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 9.1(a); provided, however, that such any trade fixtures, machinery, equipment, inventory or other property fixtures placed on a Property do not impair the value marketability, value, utility or useful life of the relevant such Property; provided, further, however, that the Lessee shall keep and maintain at each Property and shall not remove from any Property any Equipment financed (except for removal in connection with the maintenance, repair or otherwise paid for (directly or indirectly) by any Participant pursuant to the Participation Agreementreplacement of such Equipment).

Modifications, Substitutions and Replacement. During the Lease Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to any the Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that: (a) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall be made if it would materially and adversely affect the value marketability, value, utility or useful life of such the Property or any part thereof from that which existed immediately prior to such Modification; (b) the Modification shall be done in a good and workmanlike manner; (c) the Modification shall comply with all Insurance Requirements and all Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the such Modification, including the obtaining of any necessary permits; (d) subject to the terms of Article XII relating to permitted contests, Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty thirty (6030) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the such Modification; (e) such Modifications Modification shall comply with Sections 8.3 and 9.1(a); and (f) The Lessee shall be required to obtain the prior written approval (which approval shall not be unreasonably withheld) of the Agent Certificate Holder Lessor and the Administrative Agent Indenture Trustee (and, if required by the RVI Policy, the RVI Provider) with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency AgreementModifications) that shall cost in excess of $500,000 with respect to 10% of the Property Cost of the Property. All Modifications shall remain part of the realty and shall be subject to this Master Lease and the applicable Lease Supplement and title thereto shall immediately vest in the Lessor Trust; provided however, that Modifications that (x) are not Required Modifications, (y) were not financed by the Participants and (z) are readily removable without impairing the value, utility or remaining useful life of the relevant Property, shall be the property of the Lessee and shall not be subject to this Master Lease or the Lease SupplementLessor. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon any the Property any trade fixtures, machinery, equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 9.1(a); provided, however, that such any trade fixtures, machinery, equipment, inventory or other property fixtures placed on the Property do not impair the value marketability, value, utility or useful life of the relevant Property; provided, further, however, that the Lessee shall keep and maintain at each the Property and shall not remove from any the Property any Equipment financed (except for removal in connection with the replacement or the maintenance or repair of such Equipment provided that any replacement Equipment shall promptly be titled in Lessor's name and otherwise paid for (directly or indirectly) by any Participant pursuant be satisfactorily subjected to the Participation Agreementterms of this Lease and the Lien of the Operative Documents.

Modifications, Substitutions and Replacement. During the Lease Term, the Lessee, at its sole cost and expense, may at any time and from time (x) shall make or cause to time make be made all alterations, renovations, improvements and additions to any each Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications")) that are required to be made pursuant to Applicable Law or Insurance Requirements (a "Required Modification") and (y) may at any time make Modifications to any Property or any part thereof; provided, however, that: (a) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall be made if it would materially and adversely affect the marketability, Fair Market Sales Value, utility or residual value or useful life of such Property or any part thereof from that which existed immediately prior to such Modificationthereof; (b) the Modification shall be done in a good and workmanlike manner; (c) the Modification shall comply with all Requirements of Law (including all Environmental Laws) and Insurance Requirements and shall comply in all material respects with all Applicable Law applicable to the Modification, including the obtaining of any necessary permits; (d) subject to the terms of Article XII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty (60) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (e) such Modifications shall comply with Sections 8.3 and 9.1(a)9.1; and (f) The Lessee shall be required to obtain the prior written approval (which approval shall not be unreasonably withheld) of the Agent Certificate Holder and the Administrative Agent Lessor with respect to any alterations (other than Required Modifications and/or alterations authorized by the Construction Agency Agreement) that shall cost in excess of $500,000 with respect to 3,000,000 in the Propertyaggregate if a building permit is required in connection therewith. All Modifications shall remain part of the realty realty. Title to all Modifications made with respect to any Leased Property shall immediately vest in the Lessor and shall be subject to this Master Lease and the Lease Supplement and title thereto shall immediately vest in for the Lessor Trustapplicable Property; provided provided, however, that Modifications that (x) are not Required Modifications, (y) were not financed or otherwise paid for by the Participants Lessor, and (z) are readily removable can be removed without impairing causing (A) material damage to any Property, (B) any diminution in the value, utility Fair Market Sales Value of any Property or the remaining useful life of the relevant Property, or (C) any impairment in the utility or residual value of any Property, shall be the property of the Lessee or other third party and may be removed by the Lessee during the Lease Term and shall not be subject to this Master Lease or the any Lease Supplement. So long as no Lease Event of Default has occurred and is continuing, the The Lessee may place upon any Property any trade fixtures, machinery, equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Termsame, subject, however, to the terms of Section 9.1(a)9.1; provided, however, that such trade fixtures, machinery, equipment, inventory or other property do not impair can be removed without causing damage to the value Property, reduction of the Fair Market Sales Value of the Property or any diminution in the remaining useful life of the relevant Property or any impairment in the utility or residual value of the Property; provided, further, however, that Lessee shall keep and maintain at each Property and shall not remove from any Property any Equipment financed or otherwise paid for (directly or indirectly) by any Participant pursuant to the Participation Agreement.

Modifications, Substitutions and Replacement. During the Lease Term, the Lessee, at its sole cost and expense, may at any time and from time to time make alterations, renovations, improvements and additions to any such Property or any part thereof and substitutions and replacements therefor (collectively, "Modifications"); provided, however, that:: Xxx Research Corporation Amended and Restated Master Lease (a) except for any Modification required to be made pursuant to a Requirement of Law (a "Required Modification"), no Modification shall be made if it would materially and adversely affect the value marketability, value, utility or useful life of such Property or any part thereof from that which existed immediately prior to such Modification; (b) the Modification shall be done in a good and workmanlike manner; (c) the Modification shall comply with all Insurance Requirements and all Requirements of Law (including all Environmental Laws) and Insurance Requirements applicable to the such Modification, including the obtaining of any necessary permits; (d) subject to the terms of Article XII relating to permitted contests, the Lessee shall pay all costs and expenses and shall discharge (or cause to be insured or bonded over) within sixty thirty (6030) days after the same shall be filed (or otherwise become effective) any Liens arising with respect to the Modification; (e) such Modifications shall comply with Sections 8.3 and 9.1(a); and (f) The the Lessee shall be required to obtain the prior written approval (which approval shall not be unreasonably withheld) of the Agent Certificate Holder Lessor and the Administrative Agent with respect to any structural alterations (other than Required Modifications and/or alterations authorized by the Construction Agency AgreementModifications) that shall cost in excess of $500,000 with respect to 20% of the Property Cost of such Property. All Modifications shall remain part of the realty and shall be subject to this Master Lease and the applicable Lease Supplement Supplement(s) and title thereto shall immediately vest in the Lessor Trust; provided however, that Modifications that (x) are not Required Modifications, (y) were not financed by the Participants and (z) are readily removable without impairing the value, utility or remaining useful life of the relevant Property, shall be the property of the Lessee and shall not be subject to this Master Lease or the Lease SupplementLessor. So long as no Lease Event of Default has occurred and is continuing, the Lessee may place upon any Property any trade fixtures, machinery, equipment, inventory or other property belonging to the Lessee or third parties and may remove the same at any time during the Lease Term, subject, however, to the terms of Section 9.1(a); provided, however, that such any trade fixtures, machinery, equipment, inventory or other property fixtures placed on a Property do not impair the value marketability, value, utility or useful life of the relevant such Property; provided, further, however, that the Lessee shall keep and maintain at each Property and shall not remove from any Property any Equipment financed (except for removal in connection with the maintenance, repair or otherwise paid for (directly or indirectly) by any Participant pursuant to the Participation Agreementreplacement of such Equipment).