Exhibit 10.1

Lease (Ross)

AMENDED AND RESTATED LEASE AGREEMENT

dated as of July 23, 2003

between

WACHOVIA DEVELOPMENT CORPORATION,
as the Lessor,

and

ROSS DISTRIBUTION, INC.,
as the Lessee

Distribution Center
Perris, California

THE LESSOR’S INTEREST UNDER THIS LEASE HAS BEEN ASSIGNED TO, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, WACHOVIA BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, PURSUANT TO EACH ASSIGNMENT OF LEASE DATED AS OF THE DATE HEREOF BETWEEN THE LESSOR AND SAID ADMINISTRATIVE AGENT. INFORMATION CONCERNING SUCH SECURITY INTEREST MAY BE OBTAINED FROM SAID ADMINISTRATIVE AGENT.

Table of Contents

ARTICLE I DEFINITIONS; EFFECTIVENESS

SECTION 1.1	Definitions
SECTION 1.2	Effectiveness

ARTICLE II LEASE OF PROPERTY

SECTION 2.1	Demise and Lease
SECTION 2.2	Nature of Lease

ARTICLE III RENT

SECTION 3.1	Base Rent
SECTION 3.2	Supplemental Rent
SECTION 3.3	Method, Time of Payment
SECTION 3.4	Late Payment

ARTICLE IV NET LEASE; THE LESSEE’S ACCEPTANCE OF PROPERTY

SECTION 4.1	Net Lease; No Setoff; Etc
SECTION 4.2	Condition of Facility

ARTICLE V THE LESSEE’S PURCHASE OPTION

SECTION 5.1	Purchase Option

ARTICLE VI EXTENSION OF LEASE

SECTION 6.1	Lease Extension

ARTICLE VII THE LESSEE’S DISPOSITION OF THE LESSOR’S INTERESTS AT LEASE EXPIRATION

SECTION 7.1	Disposition of the Lessor’s Interests and Distribution of Sale Proceeds
SECTION 7.2	Conditions to the Lessee’s Exercise of the Remarketing Option

ARTICLE VIII LIENS

SECTION 8.1	The Lessee’s Obligation to Discharge Liens
SECTION 8.2	The Lessor’s Notice to Potential Lienors
SECTION 8.3	The Lessee’s Right to Encumber the Lessee’s Property

SECTION 8.4	Granting of Easements

ARTICLE IX MAINTENANCE; ALTERATIONS; TAXES; LEGAL COMPLIANCE

SECTION 9.1	Maintenance and Repair; Utility Charges
SECTION 9.2	Alterations
SECTION 9.3	Title to Alterations
SECTION 9.4	Location
SECTION 9.5	Permitted Contests
SECTION 9.6	Environmental Compliance
SECTION 9.7	Compliance with Applicable Laws
SECTION 9.8	Land Agreements Compliance
SECTION 9.9	The Lessee’s Right to Enforce Warranties
SECTION 9.10	Real Estate Taxes

ARTICLE X USE AND NAMING OF PROPERTY

SECTION 10.1	Use
SECTION 10.2	Naming of the Facility

ARTICLE XI INSURANCE

SECTION 11.1	Insurance
SECTION 11.2	Risk of Loss

ARTICLE XII RETURN OF LEASED PROPERTY TO THE LESSOR

SECTION 12.1	Nature of Return
SECTION 12.2	Site Assessment

ARTICLE XIII [Intentionally omitted]

ARTICLE XIV LOSS DESTRUCTION, CONDEMNATION OR DAMAGE

SECTION 14.1	Event of Loss, Casualty or Condemnation
SECTION 14.2	Application of Net Proceeds When Lease Continues; Repair and Restoration

SECTION 14.3	Application of Proceeds
SECTION 14.4	Application of Proceeds from a Temporary Taking
SECTION 14.5	Other Dispositions
SECTION 14.6	Negotiations

ARTICLE XV CONVEYANCE OF THE PROPERTY TO THE LESSEE

SECTION 15.1	Terms of Conveyance
SECTION 15.2	Right of the Lessee to Name Designee
SECTION 15.3	Costs of Conveyance
SECTION 15.4	Preference Legal Opinion

ARTICLE XVI SUBLEASE

SECTION 16.1	Subleasing Permitted; the Lessee Remains Obligated; Other Assignments

ARTICLE XVII INSPECTION

SECTION 17.1	Inspection

ARTICLE XVIII LEASE EVENTS OF DEFAULT

SECTION 18.1	Lease Events of Default
SECTION 18.2	Remedies
SECTION 18.3	Proceeds of Sale; Deficiency
SECTION 18.4	Grant and Foreclosure on the Lessee’s Estate
SECTION 18.5	Receipt of a Sufficient Discharge to Purchaser
SECTION 18.6	Sale a Bar Against the Lessee
SECTION 18.7	Liabilities to Become Due on Sale
SECTION 18.8	Provisions Subject to Applicable Law
SECTION 18.9	Survival of the Lessee’s Obligations
SECTION 18.10	Remedies Cumulative; No Waiver; Consents
SECTION 18.11	Right to Perform the Lessee’s Obligations
SECTION 18.12	Determinations With Respect to Certain Events

iii

ARTICLE XIX HOLDING OVER

SECTION 19.1	Holding Over

ARTICLE XX GRANT OF SECURITY INTEREST

SECTION 20.1	Grant of Lien
SECTION 20.2	Assignment of Leases and Rents

ARTICLE XXI COVENANTS OF THE LESSEE

SECTION 21.1	No Merger or Sale

ARTICLE XXII COVENANTS OF THE LESSOR

SECTION 22.1	Quiet Enjoyment

ARTICLE XXIII MISCELLANEOUS

SECTION 23.1	Binding Effect; Successors and Assigns
SECTION 23.2	Notices
SECTION 23.3	Severability
SECTION 23.4	Amendments
SECTION 23.5	Headings, etc
SECTION 23.6	Counterparts; Notice
SECTION 23.7	Governing Law
SECTION 23.8	Apportionments
SECTION 23.9	Priority
SECTION 23.10	No Joint Venture
SECTION 23.11	No Accord and Satisfaction
SECTION 23.12	No Merger
SECTION 23.13	Lessor Bankruptcy
SECTION 23.14	Abandonment
SECTION 23.15	Investments
SECTION 23.16	Further Assurances
SECTION 23.17	Non-recourse

EXHIBIT A

Description of Site

LEASE AGREEMENT

AMENDED AND RESTATED LEASE AGREEMENT, dated as of July 23, 2003 (this “Lease”) between WACHOVIA DEVELOPMENT CORPORATION, as Lessor, and ROSS DISTRIBUTION, INC., a California corporation, as Lessee.

WITNESSETH:

A. Lessee is a party to that certain Lease Agreement (the “Existing Lease”), dated as of December 17, 2001, between Lessee and Ross Statutory Trust 2001A, as Lessor (the “Existing Lessor”).

B. Pursuant to the Participation Agreement (as defined below) and the Assignment Agreement, dated as of July 23, 2003, the Existing Notes and Existing Certificates will be transferred to Lessor and, upon such transfer, the Existing Lessor will be dissolved, as a result of which, title to the Facility will be transferred to Lessor and Lessor will succeed to the rights of the Existing Lessor under the Existing Lease, as amended and restated by this Lease.

C. Subject to the terms and conditions set forth in the Operative Documents, pursuant to this Lease, Lessor will lease the Facility to Lessee, and Lessee will lease the Facility from Lessor.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS; EFFECTIVENESS

SECTION 1.1 Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in Appendix A of the Participation Agreement, dated as of July 23, 2003, (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Participation Agreement”) among Lessee, the Guarantor, Lessor, the financial institutions named on Schedule I thereto, as Credit Note Purchasers, the financial institutions named on Schedule II thereto, as Lessor Lenders and Wachovia Bank, National Association, as Administrative Agent. The rules of construction set forth in said Appendix A shall also be applicable to this Lease.

SECTION 1.2 Effectiveness. This Lease shall be effective as of the Advance Date and upon such date shall amend, completely restate and replace the Existing Lease from and after such date. Notwithstanding the amendment and restatement of the Existing Lease, nothing herein or in the other Operative Documents shall relieve any party to the Existing Lease or any other Existing Operative Document of any liability or obligation that accrued under the Existing Lease prior to the Advance Date. Without limitation of the foregoing or of any provision in any Operative Document to the contrary, Lessor shall not be liable or otherwise have any obligation to any Person, including Lessee or any other party to the Participation Agreement or the Existing Participation Agreement arising under or in any way relating to (a) the Existing Operative Documents, (b) any act or failure to act by any Person, including the Existing Lessor or any other

Person party to the Existing Operative Documents, or (c) which relates to the Facility at any time prior to the Advance Date.

ARTICLE II
LEASE OF PROPERTY

SECTION 2.1 Demise and Lease. The Lessee hereby agrees to lease the Facility from the Lessor for the period commencing on and including the Advance Date and ending on the Lease Term Expiration Date. Except as specifically set forth in the Operative Documents, the demise and lease of the Facility pursuant to this Article II shall include any additional right, title or interest in the Facility other than Liens granted pursuant to the Operative Documents and interest granted to Lessor in the Mortgaged Property, which may at any time be acquired by the Lessor, the intent being that all right, title and interest of the Lessor in and to the Facility during the Lease Term shall be demised and leased hereunder.

SECTION 2.2 Nature of Lease. The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor will be treated as the owner and lessor of the Facility and the Lessee will be treated as the lessee of the Facility under this Lease, and (ii) for all federal and all state and local income tax purposes and bankruptcy and commercial law purposes, (A) the Lease will be treated as a financing arrangement, (B) the Lessor and the other Participants will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Investor Amounts and the outstanding principal amount of the Loans, which loans are secured by the Facility, (C) the Lessee will be treated as the owner of the Facility for tax purposes and will be entitled to all tax benefits ordinarily available to an owner of property such as the Facility for such tax purposes and (D) the obligations of the Lessee to pay the Base Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for federal and state income tax and bankruptcy and commercial law purposes. Nevertheless, each party acknowledges and agrees that no other party has made any representations or warranties to any other party concerning the tax, accounting or legal characteristics of the Operative Documents and that each party has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate. The Lessor shall have a valid and binding security interest in and Lien on the Facility, free and clear of all Liens other than Permitted Liens, as security for the obligations of the Lessee under the Operative Documents.

ARTICLE III
RENT

SECTION 3.1 Base Rent. On each Scheduled Payment Date during the Lease Term, the Lessee shall pay to the Lessor base rent (“Base Rent”) in an amount equal to the sum of (a) Loan Base Rent and (b) Investor Base Rent.

SECTION 3.2 Supplemental Rent. During the Lease Term, the Lessee shall pay to the Lessor, or to such other Person as shall be entitled thereto in the manner contemplated herein, any and all Supplemental Rent as the same shall become due and payable. In the event of the Lessee’s failure to pay any Supplemental Rent, the Lessor shall have all rights, powers and

remedies provided for herein or by law or in equity or otherwise in the case of nonpayment of Base Rent.

SECTION 3.3 Method, Time of Payment. Rent shall be paid to the Administrative Agent (or in the case of Excluded Amounts, directly to the Person entitled thereto) to the account of the Administrative Agent designated on Schedule III to the Participation Agreement or as the Administrative Agent shall specify in writing to the Lessee at least ten Business Days prior to the due date therefor. Each such payment of Rent shall be made by the Lessee in Dollars which shall be immediately available at the place of payment not later than 12:00 noon (New York time) on the date such payment is due hereunder, and the Administrative Agent shall pay such funds paid to it on such date or, if received after such designated time, then promptly, but not later than the next Business Day, to each Person entitled thereto in accordance with Article X of the Participation Agreement. Payments received following such time shall be deemed received on the next Business Day unless the Administrative Agent applies such funds on such date in accordance with Article X of the Participation Agreement. Concurrently with each payment of Base Rent and Supplemental Rent, the Lessee shall provide notice to Administrative Agent as set forth in Section 11.2(a) of the Participation Agreement.

SECTION 3.4 Late Payment. If any portion of the Rent due to any Person shall not be paid by the Lessee on or before the date such payment was due hereunder, the Lessee shall pay interest thereon from (and including) the date such payment was due hereunder to (but excluding the date of the appropriate Person’s receipt thereof) at a rate per annum equal to the Overdue Rate (the “Overdue Rent”).

ARTICLE IV
NET LEASE; THE LESSEE’S ACCEPTANCE OF PROPERTY

SECTION 4.1 Net Lease; No Setoff; Etc. This Lease is a “triple net” lease. Except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Base Rent, Supplemental Rent and any other amounts payable hereunder by the Lessee shall be paid without notice, demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction, free from any charges, assessments, impositions, withholdings, expenses or reductions, and that the Lessee’s obligation to pay all such amounts, throughout the Lease Term is absolute and unconditional. All costs, expenses and obligations of every kind and nature whatsoever relating to the Facility and the appurtenances thereto and the use and occupancy thereof which may arise or become due and payable with respect to the period which ends on the Lease Term Expiration Date (whether or not the same shall become payable during the Lease Term or thereafter) shall be paid by the Lessee except as otherwise expressly provided herein or in another Operative Document. The Lessee assumes the sole responsibility for the condition, use, operation, maintenance, underletting and management of the Facility, and no Indemnitee shall have any responsibility in respect thereof or any liability for damage to the property of the Lessee, any subtenant of the Lessee or any other occupant of the Facility on any account or for any reason whatsoever other than by reason of, in the case of any particular Indemnitee, such Indemnitee’s willful misconduct or gross negligence. Except to the extent otherwise expressly specified in this Lease, the obligations and liabilities of the Lessee hereunder shall in no way be released, discharged or otherwise affected for any reason, including: (a) any defect in the condition, merchantability, design, quality or fitness for use of

the Facility or any part thereof, or the failure of the Facility to comply with all Applicable Laws, including any inability to occupy or use the Facility by reason of such noncompliance; (b) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Facility or any part thereof; (c) any restriction, prevention or curtailment of or interference with any use of the Facility or any part thereof including eviction; (d) any defect in title to or rights to the Facility or any Lien on such title or rights or on the Facility; (e) any change, waiver, extension, indulgence or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceedings relating to the Lessee, the Lessor or any other Person, or any action taken with respect to this Lease by any trustee or receiver of the Lessee, the Lessor or any other Person, or by any court, in any such proceeding; (g) any claim, set off, defense or right that the Lessee has or might have against any Person, including the Lessor, the Administrative Agent (including in its individual capacity) or any vendor, manufacturer or contractor of or for the Facility; (h) any failure on the part of the Lessor or any other Person to perform or comply with any of the terms of this Lease, any other Operative Document or of any other agreement, whether or not related to the transactions contemplated by the Operative Documents; (i) any invalidity, unenforceability, illegality or disaffirmance of this Lease against or by the Lessee or any provision hereof or any of the other Operative Documents or any provision of any thereof; (j) the impossibility or illegality of performance by the Lessee or the Lessor, or both; (k) any action by any court, administrative agency or other Governmental Authority; (1) any change in or violation of Applicable Laws; (m) any restriction, prevention or curtailment of or interference with the construction on, modification of or use of the Facility or any part thereof; or (n) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing. Except as specifically set forth in this Lease, this Lease shall not be cancelable by the Lessee for any reason whatsoever and, except as expressly provided in this Lease, the Lessee, to the extent now or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease.

SECTION 4.2 Condition of Facility. The Facility is demised and let by the Lessor “AS IS” in its present condition, subject to (a) the rights of any parties in possession thereof, (b) the state of the title thereto existing at the time the Lessor acquired its title to the Facility, (c) any state of facts which an accurate survey or physical inspection might show, (d) all Applicable Laws and (e) any violations of Applicable Laws which may exist at the commencement of the Lease Term. The Lessee has examined the Facility and the Lessor’s title thereto and has found the same to be satisfactory. THE LESSOR HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER, AS TO THE VALUE, HABITABILITY, COMPLIANCE WITH ANY APPLICABLE PLANS AND SPECIFICATIONS FOR THE PROPERTY CONDITION, LOCATION, USE, DESCRIPTION, MERCHANTABILITY, DESIGN, OPERATION, OR FITNESS FOR USE OF THE FACILITY (OR ANY PART THEREOF), OR AS TO THE LESSOR’S TITLE THERETO OR OWNERSHIP THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE FACILITY (OR ANY PART THEREOF) AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN OR PATENT DEFECT THEREIN, FOR ANY DEFECT IN OR EXCEPTION TO

TITLE THERETO, OR FOR THE FAILURE OF THE IMPROVEMENTS TO HAVE BEEN CONSTRUCTED IN ACCORDANCE WITH THE APPLICABLE PLANS AND SPECIFICATIONS THEREFOR, THE COMPLIANCE OF SUCH PLANS AND SPECIFICATIONS WITH APPLICABLE LAWS OR THE FAILURE OF THE FACILITY, OR ANY PART THEREOF, TO OTHERWISE COMPLY WITH ANY APPLICABLE LAWS. It is agreed that the Lessee has been afforded full opportunity to inspect the Facility, is satisfied with the results of its inspections of the Facility and is entering into this Lease solely on the basis of the results of its own inspections and all risks incident to the matters discussed in the preceding sentence. The provisions of this Section 4.2 have been negotiated, and the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties by the Lessor, express or implied, with respect to the Facility, that may arise pursuant to the UCC (including the UCC as in effect in the State of California) or any other law now or hereafter in effect, or otherwise.

ARTICLE V
THE LESSEE’S PURCHASE OPTION

SECTION 5.1 Purchase Option.

(a) Subject to Section 5.1(b) and (d), the Lessor hereby grants to the Lessee the exclusive and irrevocable option (the “Purchase Option”) to purchase the Facility, as of any date (the “Purchase Date”) following the fifth anniversary of the Documentation Date (unless the Lessee has exercised the Remarketing Option), for an amount equal to the Lease Balance plus, without duplication, any other amounts then due and owing to any Participant or the Administrative Agent under the Operative Documents, including any Make-Whole Amounts (collectively the “Purchase Price”). Such purchase and sale shall be effected in accordance with Article XV.

(b) The Purchase Option shall be exercisable by notice to the Lessor (and concurrent notice to Administrative Agent as set forth in Section 11.2(b) of the Participation Agreement) given not less than 30 days prior to the proposed Purchase Date. If the Lessee shall not have exercised the Remarketing Option on or before 180 days prior to the Lease Term Expiration Date, or the Facility is not sold pursuant to the Remarketing Option, then the Purchase Option shall be deemed exercised and the Purchase Date shall be the Lease Term Expiration Date.

(c) On the Purchase Date, the Lessee shall pay to the Lessor (by payment to the Administrative Agent) the Purchase Price as the purchase price for the Facility. The Purchase Price payable to Lessor (by payment to the Administrative Agent) hereunder shall be distributed as provided for in Article X of the Participation Agreement and in the Intercreditor Agreement.

(d) Notwithstanding anything to the contrary set forth herein, the Lessee shall have the right, at any time, to exercise the Purchase Option with respect to the entire Facility (but not less than the entire Facility) within five Business Days following the earlier of its actual knowledge of or receipt of notice of the occurrence of any Lease Event of Default. Notwithstanding the notice provisions of Section 5.1(b), in the event that the Lessee elects to exercise the Purchase Option within the five Business Day period following the earlier of its actual knowledge of or receipt of notice of the occurrence of a Lease Event of Default, the

Lessee’s payment to the Lessor (by payment to the Administrative Agent) of the Purchase Price on or prior to the fifth Business Day following such earlier date referred to above shall constitute sufficient notice. In the event that the Lessee shall not pay to the Lessor (by payment to the Administrative Agent) the Purchase Price on or prior to the fifth Business Day following such earlier date referred to above or in the event that the Lessee provides the Lessor with written notice of its intention not to exercise the Purchase Option during such five Business Day period, the Lessee’s ability to exercise the Purchase Option shall terminate for so long as such Lease Event of Default continues. The purchase option described in Section 5.1 will not be available and shall terminate automatically and without notice if Lessee elects the Remarketing Option or upon the occurrence and during the continuance of a Lease Event of Default arising as a result of an Insolvency Event.

ARTICLE VI
EXTENSION OF LEASE

SECTION 6.1 Lease Extension. The Lease Term Expiration Date shall be extended on satisfaction of the terms and conditions set forth in Section 8.5 of the Participation Agreement.

ARTICLE VII
THE LESSEE’S DISPOSITION OF THE LESSOR’S INTERESTS AT LEASE EXPIRATION

SECTION 7.1 Disposition of the Lessor’s Interests and Distribution of Sale Proceeds. Subject to Section 7.2, the Lessee, on written notice to the Lessor (and concurrent notice to Administrative Agent as set forth in Section 11.2(d) of the Participation Agreement) given not less than 180 days nor more than 360 days prior to the Lease Term Expiration Date, shall have the option (the “Remarketing Option”), which option will be irrevocable when made as herein provided, to cause a sale of the Facility in accordance with the following terms:

(a) the Lessee shall act as non-exclusive agent (and may appoint qualified independent sales agents to work on its behalf) in connection with such sale and, in such capacity, shall use all commercially reasonable efforts to solicit bids from bona fide third parties unrelated to the Lessee and its Affiliates or any Person with whom the Lessee or any of its Affiliates has an understanding or arrangement pursuant to which the Lessee or any of its Affiliates would use, possess or own all or a portion of the Facility.

(b) The Lessee shall attempt to sell the Facility to the Person submitting an all cash bid that will result in the highest Net Sale Proceeds, such sale to be effected on the third day immediately preceding the Lease Term Expiration Date or as soon as reasonably practicable thereafter but in no event later than the Lease Term Expiration Date (the date of sale being the “Sale Date”); provided that:

(i) the Lessee shall be required to obtain the Lessor’s approval of the sale of the Facility pursuant to any such bid if the sale of the Facility pursuant thereto together with the payment of the Residual Value Guaranty Amount required to be made by Lessee pursuant to Section 7.1(c) would result in the Administrative Agent, Lessor and Debt

Participants, as the case may be, not being fully reimbursed pursuant to Article X of the Participation Agreement for their Investor Amounts and the outstanding principal amount of the Loans and all other amounts due and owing to the Debt Participants, Lessor and Administrative Agent under the Operative Documents;

(ii) with respect to a proposed sale that the Lessee wishes to consummate, the Lessee shall provide the Lessor with reasonable advance notice of the identity of the prospective purchaser, its relationship (if any) to any of the other Participants and a copy of the purchase agreement (including all exhibits and schedules thereto) for the proposed sale of the Facility; and

(iii) the Lessee and its Affiliates shall have no right to submit bids for the Facility, but a Participant or an Affiliate of one or more Participants may bid on the Facility.

(c) On the Sale Date, the Lessee shall pay to the Lessor (by payment to the Administrative Agent) an amount equal to (i) the Residual Value Guaranty Amount plus (ii) all accrued and unpaid Rent (including Supplemental Rent consisting of all other amounts hereunder which have accrued or will accrue on or prior to or as of the Lease Term Expiration Date).

(d) The purchase of the Facility pursuant to a sale in compliance with the requirements of this Article VII and for which a bid has been accepted by the Lessor herein shall be consummated on the Sale Date, and the Lessee shall pay the Gross Proceeds directly to the Administrative Agent. If the sum of the Net Sales Proceeds plus the Residual Value Guaranty Amount received by Lessor pursuant to clause (c) exceeds the Lease Balance as of the Lease Term Expiration Date, then, following the payment to the Participants of an amount equal to the Lease Balance, any excess shall be paid to Lessee on the Lease Term Expiration Date. The Residual Value Guaranty Amount and the Gross Sales Proceeds payable to the Lessor (by payment to the Administrative Agent) hereunder shall be distributed as provided for in Article X of the Participation Agreement and the Intercreditor Agreement.

(e) Concurrently with the payments contemplated in Section 7.1 (c), after payments of all other amounts due and owing in respect of Rent, including Supplemental Rent through the payment date, this Lease shall terminate, and the Lessor and the Lessee shall (except as otherwise herein provided) have no further rights or obligations (other than any obligations expressed herein or in any other Operative Document as surviving the termination of this Lease) under this Lease.

SECTION 7.2 Conditions to the Lessee’s Exercise of the Remarketing Option. The Lessee’s right to exercise the Remarketing Option and the consummation of the sale of the Facility on the Sale Date, as applicable, shall be subject to the following conditions:

(a) on the Sale Date, the Facility must be delivered by the Lessee in the condition required under Section 12.1, subject to the Lessee’s ability to obtain waivers of such condition from the third-party purchaser;

(b) at least 60 days before the Sale Date, the Lessee shall have delivered the Environmental Report required under Section 12.2 and demonstrated compliance (to the

reasonable satisfaction of the Lessor) with any remediation required pursuant to such Environmental Report, subject to Lessee’s ability to obtain waivers of such condition from the third-party purchaser;

(c) as of the exercise of the Remarketing Option, the Final Completion Work restoration work required to be performed under Section 9.2(d) (if any) shall have been completed;

(d) as of the exercise of the Remarketing Option, if there remains to be performed hereunder any restoration work as a result of an Event of Loss, the Lessee will be able, with the exercise of reasonable diligence, to complete such work as of the Sale Date; and as of the Sale Date, such work shall have been completed, subject to Lessee’s ability to obtain waivers of such condition from the third-party purchaser and which waiver shall not reduce the bid from such third-party purchaser;

(e) as of the exercise of the Remarketing Option and the Sale Date, there shall be no Lease Event of Default or Bankruptcy Default continuing;

(f) as of the exercise of the Remarketing Option, there shall be no Default pertaining to the events described in Section 18.1(c) or Section 18.1(h) that has continued beyond 180 days after the giving of notice to the Lessee by any Participant or the Administrative Agent;

(g) as of the Sale Date, the Lessee shall have paid the Residual Value Guaranty Amount;

(h) at least 120 days before the Sale Date, any Alterations required by Sections 9.1(a) and 9.2(b) shall have been completed in accordance with the terms hereof, subject to Lessee’s ability to obtain waivers of such condition from the third-party purchaser and which waiver shall not reduce the bid from such third party purchaser; and

(i) all subleases with respect to the Facility shall have been terminated prior to Lessor’s receipt of Lessee’s election of the Remarketing Option and Lessee shall not enter into any additional subleases or renew any subleases with respect to the Facility following Lessee’s election of the Remarketing Option.

If, after the Lessee shall have given a notice of its exercise of the Remarketing Option in accordance with Section 7.1, Lessee fails to complete a sale in accordance with this Article VII or any of the foregoing conditions (a) through (i) is not satisfied, in either case, on or prior to the Sale Date, then a Lease Event of Default shall have occurred hereunder and the Lessee shall purchase the Facility for the Purchase Price.

ARTICLE VIII
LIENS

SECTION 8.1 The Lessee’s Obligation to Discharge Liens. The Lessee shall not directly or indirectly create, incur, assume or suffer to exist any Lien on or with respect to the Facility, title thereto or any interest therein, which arises for any reason, including all Liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of the