Common use of Leasing Conditions Clause in Contracts

Leasing Conditions. Except as otherwise provided in this Section 8.8, Mezzanine Borrower shall not, and shall not permit Master Lessee to (x) enter into any Sublease (a “New Sublease”) or (y) modify any Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Sublease or a reduction in the Rent payable under any Sublease, change any renewal provisions of any Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses (y) and (z) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go Dark. Any New Sublease or Sublease Modification that requires Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Lender’s consent pursuant to this Section 8.8.2 within ten (10) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of the following conditions:

Leasing Conditions. Except as otherwise provided in this Section 8.8, Mezzanine Borrower shall not, and shall not permit Master Lessee to (x) enter into any Sublease (a “New Sublease”) or (y) modify any Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Sublease or a reduction in the Rent payable under any Sublease, change any renewal provisions of any Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses (y) and (z) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go Dark. Any New Sublease or Sublease Modification that requires Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Lender’s consent pursuant to this Section 8.8.2 within ten (10) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of the following conditions:

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, Mezzanine Borrower shall not, and shall not permit Master Lessee to (xi) enter into any Sublease (a “New Sublease”) or (yii) modify any Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Sublease or a reduction in the Rent payable under any Sublease, change any renewal provisions of any Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, provided however that Mezzanine Borrower and Master Lessee shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage)2.3.6, in connection with the decision to have the store Go Dark. Any New Sublease or Sublease Modification that requires Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Lender’s consent pursuant to this Section 8.8.2 within ten (10) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of the following conditions:

Leasing Conditions. Except as otherwise provided Borrower (or in this Section 8.8the case of the Maryland Property, Mezzanine Maryland Loan Guarantor) shall not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower shall not(or in the case of the Maryland Property, and Maryland Loan Guarantor) shall not permit Master Lessee to (xi) enter into any Sublease (a “New Sublease”) or (yii) modify any Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Sublease or a reduction in the Rent rent payable under any Sublease, change any renewal provisions of any Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Sublease unless the Tenant under such Lease Sublease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) ), without the prior written consent of Mezzanine Lender. If no Event of Default is then continuing, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) may permit Master Lessee to enter into any New Sublease or execute or effect any Sublease Modification without Lender’s consent (provided that, in each case, the terms thereof are market terms and, unless consented to in writing by Lender which (such consent shall not to be unreasonably withheld unreasonably, withheld, conditioned or delayed, ) the tenant thereunder is a bona fide third party); provided, however, that Mezzanine during any Low LCR Cash Flow Sweep Period, Borrower shall have (or in the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 case of the Maryland Property, Maryland Loan Agreement (Mortgage), in connection with the decision to have the store Go Dark. Any New Sublease or Sublease Modification that requires Lender’s consent Guarantor) shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Lender’s consent pursuant to this Section 8.8.2 within ten (10) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit Mortgage Borrower to permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease ModificationModification with respect to a Material Sublease, without Mezzanine Lender’s the prior written consent, that satisfies each consent of the following conditions:Lender.

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, none of Mezzanine Borrower, any Senior Mezzanine Borrower or Mortgage Borrower shall, and Mezzanine Borrower shall not, and shall cause Mortgage Borrower not to permit Master Lessee to (xi) enter into any Material Sublease (a “New Sublease”) or (yii) modify any Material Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Sublease or a reduction in the Rent payable under any Material Sublease, change any renewal provisions of any Material Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any TenantTenant under a Material Sublease) or terminate any Material Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go DarkLender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten five (105) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Mezzanine Lender’s consent pursuant to this Section 8.8.2 within ten five (105) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8 of the Loan Agreement (Mortgage), provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit cause Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of Modification in accordance with the following conditions:Subleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, none of Mezzanine Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall, and Mezzanine Borrower shall not, and shall cause Mortgage Borrower not to permit Master Lessee to (xi) enter into any Material Sublease (a “New Sublease”) or (yii) modify any Material Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Sublease or a reduction in the Rent payable under any Material Sublease, change any renewal provisions of any Material Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any TenantTenant under a Material Sublease) or terminate any Material Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go DarkLender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten five (105) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Mezzanine Lender’s consent pursuant to this Section 8.8.2 within ten five (105) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit cause Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of Modification in accordance with the following conditions:Subleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, Mezzanine Borrower shall not, and shall not permit Master Lessee to (xi) enter into any Material Sublease (a “New Sublease”) or (yii) modify any Material Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Sublease or a reduction in the Rent payable under any Material Sublease, change any renewal provisions of any Material Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any TenantTenant under a Material Sublease) or terminate any Material Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go DarkLender. Any New Sublease or Sublease Modification that requires Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten five (105) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Lender’s consent pursuant to this Section 8.8.2 within ten five (105) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of Modification in accordance with the following conditions:Subleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, none of Mezzanine Borrower, Senior Mezzanine Borrower or Mortgage Borrower shall, and Mezzanine Borrower shall not, and shall cause Mortgage Borrower not to permit Master Lessee to (xi) enter into any Material Sublease (a “New Sublease”) or (yii) modify any Material Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Sublease or a reduction in the Rent payable under any Material Sublease, change any renewal provisions of any Material Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any TenantTenant under a Material Sublease) or terminate any Material Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go DarkLender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten five (105) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Mezzanine Lender’s consent pursuant to this Section 8.8.2 within ten five (105) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8 of the Loan Agreement (Mortgage), provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit cause Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of Modification in accordance with the following conditions:Subleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, neither Mezzanine Borrower nor Mortgage Borrower shall, and Mezzanine Borrower shall not, and shall cause Mortgage Borrower not to permit Master Lessee to (xi) enter into any Material Sublease (a “New Sublease”) or (yii) modify any Material Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Sublease or a reduction in the Rent payable under any Material Sublease, change any renewal provisions of any Material Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any TenantTenant under a Material Sublease) or terminate any Material Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go DarkLender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten five (105) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Mezzanine Lender’s consent pursuant to this Section 8.8.2 within ten five (105) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit cause Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of Modification in accordance with the following conditions:Subleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, none of Mezzanine Borrower, any Senior Mezzanine Borrower or Mortgage Borrower shall, and Mezzanine Borrower shall not, and shall cause Mortgage Borrower not to permit Master Lessee to (xi) enter into any Material Sublease (a “New Sublease”) or (yii) modify any Material Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Sublease or a reduction in the Rent payable under any Material Sublease, change any renewal provisions of any Material Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any TenantTenant under a Material Sublease) or terminate any Material Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go DarkLender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten five (105) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Mezzanine Lender’s consent pursuant to this Section 8.8.2 within ten five (105) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent 104 within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8 of the Loan Agreement (Mortgage), provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit cause Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of Modification in accordance with the following conditions:Subleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, Mezzanine Borrower shall not, and shall not permit Master Lessee to (xi) enter into any Material Sublease (a “New Sublease”) or (yii) modify any Material Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Sublease or a reduction in the Rent payable under any Material Sublease, change any renewal provisions of any Material Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any TenantTenant under a Material Sublease) or terminate any Material Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go DarkLender. Any New Sublease or Sublease Modification that requires Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten five (105) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Lender’s consent pursuant to this Section 8.8.2 within ten five (105) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of Modification in accordance with the following conditions:Subleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, Mezzanine Borrower shall not, and shall not permit provide its consent to Master Lessee or any subtenant or Affiliate of Master Lessee to (xi) enter into any Sublease (a “New Sublease”) or (yii) modify any Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Sublease or a reduction in the Rent payable under any Sublease, change any renewal provisions of any Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any Tenant) or terminate any Sublease unless the Tenant under such Lease Sublease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, ; provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower may permit Master Lessee, or allow any subtenant or Affiliate of Master Lessee Lessee, to terminate a Sublease (x) to replace it with another that is an Affiliated Sublease or a Specified Prior Sublease, (y) for Master Lessee or a Concept Subsidiary to use the property Individual Property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us Concept or (z) subject to compliance with Section 2.3.6 of the Loan Agreement (Mortgage)2.3.7, in connection with the decision to have the applicable store Go Dark. Any New Sublease or Sublease Modification that requires Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten (10) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Lender’s consent pursuant to this Section 8.8.2 within ten (10) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to Loan and Security Agreement grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit Mortgage Borrower to permit Master Lessee to enter into a New Sublease or a Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of the following conditions:conditions (collectively, the “Base Sublease Conditions”):

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, neither Mezzanine Borrower nor Mortgage Borrower shall, and Mezzanine Borrower shall not, and shall cause Mortgage Borrower not to permit Master Lessee to (xi) enter into any Material Sublease (a “New Sublease”) or (yii) modify any Material Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Sublease or a reduction in the Rent payable under any Material Sublease, change any renewal provisions of any Material Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any TenantTenant under a Material Sublease) or terminate any Material Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go DarkLender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten five (105) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Mezzanine Lender’s consent pursuant to this Section 8.8.2 within ten five (105) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8 of the Loan Agreement (Mortgage), provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit cause Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of Modification in accordance with the following conditions:Subleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.88.8.2, none of Mezzanine Borrower, any Senior Mezzanine Borrower or Mortgage Borrower shall, and Mezzanine Borrower shall not, and shall cause Mortgage Borrower not to permit Master Lessee to (xi) enter into any Material Sublease (a “New Sublease”) or (yii) modify any Material Sublease (including, without limitation, accept a surrender of any portion of the Property subject to a Material Sublease (unless otherwise permitted or required by law), allow a reduction in the term of any Material Sublease or a reduction in the Rent payable under any Material Sublease, change any renewal provisions of any Material Sublease, materially increase the obligations of the landlord or materially decrease the obligations of any TenantTenant under a Material Sublease) or terminate any Material Sublease unless the Tenant under such Lease is in default (any such action referred to in clauses clause (y) and (zii) being referred to herein as a “Sublease Modification”) without the prior written consent of Mezzanine Lender which consent shall not be unreasonably withheld or delayed, provided, however, that Mezzanine Borrower shall have the right to cause Mortgage Borrower or allow Master Lessee to terminate a Sublease (x) to replace it with another Sublease, (y) to use the property formerly subleased for itself as a Toys “R” Us or a Babies “R” Us or (z) subject to Section 2.3.6 of the Loan Agreement (Mortgage), in connection with the decision to have the store Go DarkLender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than ten five (105) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Mezzanine Lender fails to respond to a request for Mezzanine Lender’s consent pursuant to this Section 8.8.2 within ten five (105) Business Days of Mezzanine Lender’s receipt of Mezzanine Borrower’s request therefor, Mezzanine Borrower may deliver to Mezzanine Lender a second Second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that Mezzanine Lender’s failure to grant or deny the requested consent within ten (10) Business Days of the receipt thereof will result in the requested consent being deemed to have been granted. If Mezzanine Lender fails to respond to such second Second request within ten (10) Business Days of its receipt thereof, Mezzanine Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of Sections 8.8.7 and 8.8.8, provided no Event of Default shall have occurred and be continuing, Mezzanine Borrower may permit cause Mortgage Borrower to permit Master Lessee to enter into a New Sublease or Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of Modification in accordance with the following conditions:Subleasing Standards.