Exhibit 10(rrr)
REAL ESTATE LEASE WAIVER
AGREEMENT
WAIVER AGREEMENT, dated as of
February 27, 2006, by and between 4101 AUSTIN BOULEVARD CORP.
(“ Landlord ”) and FRUCTIBAIL INVEST (“
Tenant ”).
Reference is made to the Real Estate
Lease (the “ Real Estate Lease ”), of even date
herewith, by and between Landlord, as landlord, and Tenant, as
tenant, and to the Real Estate Sublease (the “ Real Estate
Sublease ”) of even date herewith, by and between Tenant,
as sublandlord, and The Bank of New York, as subtenant (“
Subtenant ”). Landlord and Tenant hereby agree as
follows:
1. Tenant Waivers . So long
as (a) no Sublandlord Termination Event shall have occurred
under Section 16.1(B) of the Real Estate Sublease and
(b) Landlord shall not be in default of its obligation to pay
the Early Termination Amount to Tenant when due (subject to
applicable grace periods) under the Real Estate Lease, Tenant
hereby agrees to:
(1) waive all rights to make
Alterations to the Premises pursuant to Article 3 of the Real
Estate Lease;
(2) waive all provisions of
Section 4.2 of the Real Estate Lease;
(3) waive the application of the
Rules and Regulations to the Premises;
(4) waive all provisions of Article
14 of the Real Estate Lease; and
(5) waive all of Tenant’s
rights under Article 10 and Article 11 of the Real Estate Lease
(other than its right to terminate the Real Estate Lease pursuant
to Section 10.2, Section 10.3(B) and Section 11.1 of
the Real Estate Lease).
2. Landlord Agreements . So
long as the Real Estate Sublease shall remain in effect and the
Subtenant named therein shall be the Bank of New York, Landlord
hereby agrees (i) (a) to waive the application of the
Rules and Regulations to the Premises and (b) to waive all
provisions of Section 9.1 and Section 9.3
of the Real Estate Lease, and (ii) that Subtenant shall have
the
