Common use of MODIFICATIONS TO LEASE Clause in Contracts

MODIFICATIONS TO LEASE. The Lease is hereby amended, modified and supplemented as follows: (a) Section 7.1 is hereby modified by deleting the words “Guarantor (or Lessee if there is no Guarantor)” appearing in line 10 thereof and substituting in lieu thereof the word “Lessee”. (b) Section 8.5(a) is hereby modified by: (i) deleting the words “(or Guarantor)” appearing in lines 16-17 thereof; and (ii) deleting the words “Guarantor (or Lessee if there is no Guarantor)” appearing in line 31 thereof and substituting in lieu thereof the word “Lessee”. (c) Section 8.6 is hereby modified by deleting the words “(or Guarantor)” appearing in line 26 thereof. (d) Section 9.1(b) is hereby modified by deleting the words “Guarantor (or Lessee if there is no Guarantor)” appearing in line 2 thereof and substituting in lieu thereof the word “Lessee”. (e) Section 11.1 is hereby modified by deleting the terms of the section in their entirety and substituting in lieu thereof the following: “Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to any Affiliate of Lessee that is not, and will at no time be, an Obligor, provided, however, that any such Affiliate is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Lease, the other Debt Documents and this Lease and is enforceable. Notwithstanding any such assignment, Lessee shall not be released from its primary liability hereunder and shall continue to be obligated for all of its obligations in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver to Lessee possession of the Property free of any tenancy created or caused by Lessee or any entity holding by or through Lessee. Nothing herein shall be construed to permit Lessee to mortgage, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after the execution thereof. To the extent an assignee of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performance.” (f) Section 12.1 is hereby modified by deleting the word “Guarantor” appearing in line 67 thereof and substituting in lieu thereof the word “Lessee”. (g) Article 13 is hereby restated in its entirety as follows:

MODIFICATIONS TO LEASE. The A. As of January 1, 2005, the following provisions are hereby deleted from the Lease: (i) Sections 58(G) and 58(M) of the Original Lease (provided, however, that in the event Tenant shall grant a security interest in, or otherwise encumber, any personalty or equipment in the Premises, nothing herein shall be deemed to grant the secured party (x) any rights greater than Tenant’s under this Lease; (y) any additional time to remove from the Premises any secured property; or (z) the right to receive any additional notices hereunder); (ii) Articles 4, 5 and 15 of the First Modification; (iii) Articles 4, 5. and 15 of the Second Modification; and (iv) Articles 4, 13 and 14 of the Third Modification. B. Articles 6 and 50 of the Original Lease are hereby modified to provide that Tenant is hereby amendednot obligated to make any structural alterations in order to cure any violations, modified and supplemented as follows:unless the same arise from Tenant’s manner of use of the Premises or any alterations made in the Premises by Tenant (aC. Article 17(1) Section 7.1 of the Original Lease is hereby modified by deleting all occurrences of the words “Guarantor fifteen (or Lessee if there is no Guarantor15)” appearing in line 10 thereof and substituting in lieu thereof the word replacing these with “Lesseethirty (30)”. D. The following language is hereby added to the fifth line of Article 17(2) of the Original Lease after the words “herein required”: “for a period of five (b5) Section 8.5(a) business days after the same is due”. E. The following is hereby added to the end of Article 20 of the Original Lease: “In exercising its rights under this Article 20, Landlord shall use reasonable efforts to minimize interference with Tenant’s operations in the Premises, except that nothing herein shall obligate Landlord to employ overtime labor.” F. Article 62 of the Original Lease is hereby modified by: (i) deleting so as to replace the words “five (or Guarantor)5) days” appearing in lines 16-17 thereof; and (ii) deleting the first line with the words “Guarantor ten (or Lessee if there is no Guarantor)10) days”, and so as to replace the words “five cents” appearing in the fourth line 31 thereof and substituting in lieu thereof the word with “Lesseetwo cents”. (c) Section 8.6 is hereby modified by deleting G. Notwithstanding anything to the words “(or Guarantor)” appearing contrary in line 26 thereof. (d) Section 9.1(b) is hereby modified by deleting the words “Guarantor (or Lessee if there is no Guarantor)” appearing in line 2 thereof and substituting in lieu thereof the word “Lessee”. (e) Section 11.1 is hereby modified by deleting the terms Article 68 of the section in their entirety and substituting in lieu thereof the following: “Assignment by Lessee. So long as no Lease Event of Default has occurred and is continuing, Lessee may, at Lessee’s sole expense, without the consent of Lessor, assign this Lease for a period that does not extend beyond the Lease Term, to any Affiliate of Lessee that is not, and will at no time be, an Obligor, provided, however, that any such Affiliate is not (I) a tax-exempt entity (within the meaning of Section 168(h) of the Code) or (II) a debtor or debtor-in-possession in a voluntary or involuntary bankruptcy proceeding at the commencement of the assignment. For purposes hereof, an assignment shall be deemed any merger or consolidation of Lessee which would violate the provisions of (I) or (II) above. Any assignee shall assume in writing any obligations of Lessee arising from and after the effective date of the assignment, provided, however, that no such assignment shall become effective until (i) a fully executed copy of an assignment and assumption agreement, reasonably acceptable to Lessor, Servicer, Indenture Trustee and Lessee, shall have been delivered to Lessor, the Servicer and the Indenture Trustee, and (ii) such assignee shall have executed such instruments and other documents and provided such further assurances as the Indenture Trustee shall reasonably request to ensure that such assignment is subject to the Assignment of Original Lease, the other Debt Documents and this Lease and is enforceable. Notwithstanding any such assignment, Lessee Tenant shall not be released from its primary liability hereunder and shall continue to be obligated for all of its obligations in this Lease, which obligations shall continue in full effect as obligations of a principal and not of a guarantor or surety, as though no assignment had been made. Lessee will have the right, subsequent to any assignment (a) to receive a duplicate copy of each notice of default sent by Lessor to Lessee or any assignee (but such notice shall be effective as against the Lessee, as well as any subsequent assignees, even if a copy has not been delivered to such requesting assignee), and (b) to cure any default by Lessee or other assignee under the Lease within the cure period provided for hereunder. Lessee’s liability hereunder shall continue notwithstanding the rejection of this Lease by an assignee or any sublease of this Lease pursuant to Section 365 of Title 11 of the United States Code, any other provision of the Bankruptcy Code, or any similar law relating to bankruptcy, insolvency, reorganization or the rights of creditors, which arises subsequent to such assignment. In the event Lessee assigns this Lease and it shall thereafter be rejected in a bankruptcy or similar proceeding, a new lease identical to this Lease shall be reinstituted as between Lessor and Lessee without further act of either party, provided Lessor shall not be obligated to deliver discharge any mechanics’ lien, and to Lessee possession of the Property free of any tenancy created file a release or caused by Lessee or any entity holding by or through Lessee. Nothing herein shall be construed to permit Lessee to mortgagesatisfaction thereof, pledge, hypothecate or otherwise collaterally assign in any manner or nature whatsoever Lessee’s interest under this Lease in whole or in part. Lessee shall provide written notice to Lessor, the Servicer and the Indenture Trustee of any proposed assignment of this Lease at least thirty (30) Business Days prior to the effective date thereof and an executed copy of the approved agreement of assignment and assumption within thirty (30) days after of the execution thereof. To the extent an assignee giving of this Lease fails to perform on behalf of Lessee the obligations of Lessee hereunder, and Lessee performs such obligations, then Lessee shall be subrogated to the rights of Lessor as against such assignee in respect of such performancenotice thereof by Landlord.” (f) Section 12.1 is hereby modified by deleting the word “Guarantor” appearing in line 67 thereof and substituting in lieu thereof the word “Lessee”. (g) Article 13 is hereby restated in its entirety as follows: