Common use of Leasing Conditions Clause in Contracts

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Borrower may enter into a New Lease or Lease Modification, without Lender’s prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s Certificate delivered to Lender prior to Borrower’s entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “market” rental rates other terms and does not contain any terms which would adversely affect Lender’s rights under the Loan Documents or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender in accordance with the terms hereof and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.

Leasing Conditions. Subject to terms of Except as otherwise provided in this Section 8.78.8, 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 Lease Sublease or Lease Sublease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s Certificate delivered to Lender prior to Borrower’s entry into such New Lease or Lease Modification):conditions: (a) with respect to a New Lease Sublease or Lease Modification, Sublease Modification the premises demised thereunder is not more than 10,000 net rentable square feet of a Material Sublease that, when taken together with all other Material Subleases, exceeds the PropertyMaterial Sublease Approval Threshold; (b) the term of such Sublease Modification that modifies the term or New Lease or Lease ModificationSublease, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals)) provided that such lease, including the rental rate, is on market terms; (c) the New Lease or Lease Modification provides for “market” rental rates other terms and does not contain any terms which would adversely affect Lender’s rights under the Loan Documents or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant rate under such Sublease Modification that modifies the rent or New Lease or Lease ModificationSublease, as applicable, is not an Affiliate at least equal to the then prevailing market rate for the entire term of Borrowersuch lease (except for the option periods as set forth in the preceding clause (c)); (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender in accordance with the terms hereof and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Borrower may or may cause Operating Lessee to enter into a New Lease or Lease Modification, without LenderAdministrative Agent’s prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s Certificate delivered to Lender Administrative Agent prior to Borrower’s entry into such New Lease or Lease Modification): (aA) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 5,000 net rentable square feet of the Property; (bB) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 60 months, plus up to two (2) 6030-month option terms (or equivalent combination of renewals); (cC) the New Lease or Lease Modification provides for “market” rental rates other terms and does not contain any terms which would adversely affect LenderAdministrative Agent’s rights under the Loan Documents or that would have a Material Adverse Effect; (dD) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (eE) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Borrower; (fF) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender Administrative Agent in accordance with the terms hereof and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (gG) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.

Leasing Conditions. Subject Except as otherwise provided in this Section 8.8.2, Borrower shall not, and shall not permit Master Lessee to (i) enter into any Sublease (a “New Sublease”) or (ii) 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 clause (ii) being referred to herein as a “Sublease Modification”) without the prior written consent of Lender which consent shall not be unreasonably withheld or delayed, provided however that Borrower and Master Lessee shall have the right 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, 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 Lender for approval not less than ten (10) Business Days prior to the effective date of such New Sublease or Sublease Modification. If Lender fails to respond to a request for Lender’s consent pursuant to this Section 8.8.2 within ten (10) Business Days of Lender’s receipt of Borrower’s request therefor, Borrower may deliver to Lender a second request in an envelope or under cover of a letter marked “URGENT” and including a legend in bold typeface that 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 Lender fails to respond to such second request within ten (10) Business Days of its receipt thereof, Lender’s consent shall be deemed granted. Notwithstanding the foregoing, but subject to terms of this Section 8.7Sections 8.8.7 and 8.8.8, provided no Event of Default shall have occurred and be continuing, Borrower may permit Master Lessee to enter into a New Lease Sublease or Lease Sublease Modification, without Lender’s prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s Certificate delivered to Lender prior to Borrower’s entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “market” rental rates other terms and does not contain any terms which would adversely affect Lender’s rights under the Loan Documents or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender in accordance with the terms hereof and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.conditions:

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Mortgage Borrower may enter into a New Lease or Lease Modification, without Mezzanine Lender’s prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s Certificate delivered to Mezzanine Lender prior to Mortgage Borrower’s entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “market” rental rates other terms and does not contain any terms which would adversely affect Mezzanine Lender’s rights under the Loan Documents (Mezzanine) or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Mortgage Borrower;; and (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Mezzanine Lender in accordance with the terms hereof of the Loan Documents (Mortgage) and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.

Leasing Conditions. Subject to terms of this Section 8.78.8, provided no Event of Default shall have occurred and be continuing, Borrower may enter into a New Lease or Lease Modification, without Lender’s prior written consent, that satisfies each of the following conditions conditions: (as evidenced by an Officer’s Certificate delivered to Lender prior to Borrower’s entry into a) such New Lease or Lease Modification):is written on the standard form of lease to be approved by Lender within thirty (30) days of the date hereof (the Standard Form of Lease), with only such changes as are commercially reasonable given the then-current market conditions, none of which changes shall violate the subordination, attornment and non-disturbance provisions contained in the Standard Form of Lease; (ab) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 25,000 net rentable square feet of the Property; (bc) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); ) or 240 months for bank branches, provided that the rental rate during each such option term is at least equal to the greater of (cx) 95% of the prevailing market rate as of the commencement of such option term and (y) during the first such option term, the rental rate in effect under such New Lease or Lease Modification provides for “market” Modification, as applicable, during the initial term, and during the second such option term, the rental rates other terms and does not contain any terms which would adversely affect Lender’s rights rate in effect under such New Lease or Lease Modification, as applicable, during the Loan Documents or that would have a Material Adverse Effectfirst option term; (d) the rental rate under such New Lease or Lease Modification, as applicable, is at least equal to the then prevailing market rate (including rent abatements and tenant inducements) for the entire term of such lease (except for the option periods as set forth in the preceding clause (c)); (e) such New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (ef) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of BorrowerBorrower (other than any property management offices); (fg) the New Lease or Lease Modification, as applicable, does not impose any burden, duty or liability on Borrower that is materially greater than is provided in the Standard Form of Lease subject to clause (a) above other than rent concessions and tenant improvement allowances which are consistent with the then current market conditions; (h) the New Lease or Lease Modification, as applicable, does not contain any provision whereby the Rent payable thereunder would be based, in whole or in part, upon the net income or profits derived by any Person from the Property (which, for the avoidance of doubt, does not include percentage rent); (i) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender in accordance with the terms hereof and does hereof; (j) the New Lease or Lease Modification, as applicable, shall not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation Taking of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (gk) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 8.8.7 and Section 8.7.88.8.8.

Leasing Conditions. Subject to the remaining terms of this Section 8.78.8, provided no Event of Default shall have occurred and be continuing, Borrower may enter into a New Lease or Lease Modification, without Lender’s 's prior written consent, that satisfies each of the following conditions conditions: (as evidenced by an Officer’s Certificate delivered to Lender prior to Borrower’s entry into a) in the case of any (i) New Lease, such New Lease or shall be written on a standard form of Lease reasonably agreed to by Lender and Borrower after the Closing (the "Standard Form of Lease") (as such standard form may be reasonably modified with the consent of Lender, not to be unreasonably withheld), with such changes as may be, taken as a whole, commercially reasonable given the then current market conditions and (ii) Lease Modification):, such Lease Modification shall be on terms which, taken as a whole, are commercially reasonable given the then current market conditions and the terms of the existing Lease; (ab) with respect to a New Lease or Lease Modification, the premises demised thereunder is (i) such New Lease or Lease Modification demises not more than 10,000 three (3) full floors of office space in the Building and (ii) if such New Lease or Lease Modification demises not more than three (3) full floors of office space in the Building, the net rentable square feet of the Propertypremises demised thereunder does not exceed ninety-five thousand two hundred and forty-seven (95,247) net rentable square feet; (bc) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 180 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “market” rental rates other terms and does not contain any terms which would adversely affect Lender’s rights under the Loan Documents or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant rental rate under such New Lease is at least equal to the then prevailing market rate for the entire term of such Lease (except for the option periods) and no Lease Modification shall reduce the base or fixed rent under such Lease Modification, as applicable, is not an Affiliate (to any extent) during the remainder of Borrower; the term thereof (fexcept for the option periods) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender except in accordance connection with the terms hereof settlement of operating expense disputes and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.similar claims;

Leasing Conditions. Subject to terms of this Section 8.78.8, provided no Event of Default shall have occurred and be continuing, Borrower may enter into a New Lease or Lease Modification, without Lender’s prior written consent, that satisfies each of the following conditions conditions: (as evidenced by an Officer’s Certificate delivered to Lender prior to Borrower’s entry into a) such New Lease or Lease Modification):is written on the standard form of lease to be approved by Lender within thirty (30) days of the date hereof (the Standard Form of Lease), with only such changes as are commercially reasonable given the then-current market conditions, none of which changes shall violate the subordination, attornment and non-disturbance provisions contained in the Standard Form of Lease; (ab) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 15,000 net rentable square feet of the Property; (bc) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 240 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); , provided that the rental rate during each such option term is at least equal to the greater of (cx) 95% of the prevailing market rate as of the commencement of such option term and (y) during the first such option term, the rental rate in effect under such New Lease or Lease Modification provides for “market” Modification, as applicable, during the initial term, and during the second such option term, the rental rates other terms and does not contain any terms which would adversely affect Lender’s rights rate in effect under such New Lease or Lease Modification, as applicable, during the Loan Documents or that would have a Material Adverse Effectfirst option term; (d) the rental rate under such New Lease or Lease Modification, as applicable, is at least equal to 95% of the then prevailing market rate; (e) such New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (ef) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of BorrowerBorrower (other than any property management offices); (fg) the New Lease or Lease Modification, as applicable, does not impose any burden, duty or liability on Borrower that is materially greater than is provided in the Standard Form of Lease subject to clause (a) above other than rent concessions and tenant improvement allowances which are consistent with the then current market conditions; (h) the New Lease or Lease Modification, as applicable, does not contain any provision whereby the Rent payable thereunder would be based, in whole or in part, upon the net income or profits derived by any Person from the Property (which, for the avoidance of doubt, does not include percentage rent); (i) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender in accordance with the terms hereof and does hereof; (j) the New Lease or Lease Modification, as applicable, shall not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation Taking of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (gk) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 8.8.7 and Section 8.7.88.8.8.

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Borrower may enter into a New Lease or Lease Modification, without LenderAdministrative Agent’s prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s Certificate delivered to Lender Administrative Agent prior to Borrower’s entry into such New Lease or Lease Modification): (aA) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 5,000 net rentable square feet of the Property; (bB) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months (inclusive of all extension and renewal options), provided that the initial term of such New Lease or Lease Modification is no longer than 60 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (cC) the New Lease or Lease Modification provides for “market” rental rates and other terms and does not contain any terms which would adversely affect LenderAdministrative Agent’s rights under the Loan Documents or that would have a Material Adverse Effect; (dD) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (eE) the New Lease or Lease Modification, as applicable, is not for the spaces at the Property known as: Xxxxxx Bar, Xxxxxx Library, Xxxxxx Hall, Private Park or Sky Terrace. (F) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Borrower; (fG) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender Administrative Agent in accordance with the terms hereof and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (gH) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Mortgage Borrower may enter into a New Lease or Lease Modification, without Mezzanine Lender’s 's prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s 's Certificate delivered to Mezzanine Lender prior to Mortgage Borrower’s 's entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “"market” " rental rates other terms and does not contain any terms which would adversely affect Mezzanine Lender’s 's rights under the Loan Documents (Third Mezzanine) or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Mortgage Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Mezzanine Lender in accordance with the terms hereof of the Loan Documents (Mortgage) and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.88.7.8 of the Loan Agreement (Mortgage).

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Mortgage Borrower may enter into a New Lease or Lease Modification, without Mezzanine Lender’s 's prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s 's Certificate delivered to Mezzanine Lender prior to Mortgage Borrower’s 's entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “"market” " rental rates other terms and does not contain any terms which would adversely affect Mezzanine Lender’s 's rights under the Loan Documents (Fourth Mezzanine) or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Mortgage Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Mezzanine Lender in accordance with the terms hereof of the Loan Documents (Mortgage) and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.88.7.8 of the Loan Agreement (Mortgage).

Leasing Conditions. Subject to terms of this Section 8.77.5(4), provided no Event of Default shall have occurred and be continuing, the Borrower and the Mortgage Property Owners, as applicable, may enter into a New Lease or Lease Modification, without Lenderthe Administrative Agent’s prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s Certificate delivered to Lender the Administrative Agent prior to the Borrower’s or the Mortgage Property Owner’s entry into such New Lease or Lease Modification): (ai) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Mortgaged Property; (bii) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (ciii) the New Lease or Lease Modification provides for “market” rental rates and other terms and does not contain any terms which would adversely affect Lenderthe Administrative Agent’s rights under the Loan Documents or that would have a Portfolio Material Adverse Effect; (div) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-semi- nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Portfolio Material Adverse Effect; (ev) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of the Borrower, unless such New Lease or Lease satisfies the requirements of Section 7.2(21); (fvi) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender the Administrative Agent in accordance with the terms hereof and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Mortgaged Property and such business loss as Tenant may specifically and separately establish; and (gvii) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 7.5(4)(G) and Section 8.7.87.5(4)(H).

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Mortgage Borrower may enter into a New Lease or Lease Modification, without Mezzanine Lender’s 's prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s 's Certificate delivered to Mezzanine Lender prior to Mortgage Borrower’s entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “"market” " rental rates other terms and does not contain any terms which would adversely affect Mezzanine Lender’s 's rights under the Loan Documents (Intermediate Mezzanine) or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Mortgage Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Mezzanine Lender in accordance with the terms hereof of the Loan Documents (Mortgage) and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Mortgage Borrower may enter into a New Lease or Lease Modification, without Mezzanine Lender’s 's prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s 's Certificate delivered to Mezzanine Lender prior to Mortgage Borrower’s 's entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “"market” " rental rates other terms and does not contain any terms which would adversely affect Mezzanine Lender’s 's rights under the Loan Documents (First Mezzanine) or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Mortgage Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Mezzanine Lender in accordance with the terms hereof of the Loan Documents (Mortgage) and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.88.7.8 of the Loan Agreement (Mortgage).

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Mortgage Borrower may enter into a New Lease or Lease Modification, without Mezzanine Lender’s 's prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s 's Certificate delivered to Mezzanine Lender prior to Mortgage Borrower’s 's entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “"market” " rental rates other terms and does not contain any terms which would adversely affect Mezzanine Lender’s 's rights under the Loan Documents (Second Mezzanine) or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Mortgage Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Mezzanine Lender in accordance with the terms hereof of the Loan Documents (Mortgage) and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.88.7.8 of the Loan Agreement (Mortgage).

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Mortgage Borrower may enter into a New Lease or Lease Modification, without Mezzanine Lender’s 's prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s 's Certificate delivered to Mezzanine Lender prior to Mortgage Borrower’s entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “"market” " rental rates other terms and does not contain any terms which would adversely affect Mezzanine Lender’s 's rights under the Loan Documents (Senior Mezzanine) or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Mortgage Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Mezzanine Lender in accordance with the terms hereof of the Loan Documents (Mortgage) and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.88.7.8 of the Loan Agreement (Mortgage).

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Borrower may enter into a New Lease or Lease Modification, without Lender’s 's prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s 's Certificate delivered to Lender prior to Borrower’s entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “"market” " rental rates other terms and does not contain any terms which would adversely affect Lender’s 's rights under the Loan Documents or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender in accordance with the terms hereof and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.

Leasing Conditions. Subject to terms of this Section 8.78.8, provided no Event of Default shall have occurred and be continuing, Borrower and/or Maryland Owner may enter into a New Lease or Lease Modification, without Lender’s prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s Certificate delivered to Lender prior to Borrower’s entry into with its quarterly report for the first quarter ending more than thirty (30) days after the lease execution): (a) such New Lease or Lease Modification):Modification other than a termination or surrender (to the extent such Lease Modification relates to a provision in the Standard Form Lease), as applicable, is written on the standard form of lease attached hereto as Schedule 8.8.2 (the “Standard Form of Lease”) or (i) substantially conforms in all material respects to the terms thereof, with only such changes as are commercially reasonable given the then current market conditions, none of which changes shall vary (in a manner materially adverse to Lender) the subordination, attornment and non-disturbance provisions contained in the Standard Form of Lease or (ii) the standard form of lease of a national retailer, with such changes as are commercially reasonable given the then current market conditions, none of which changes shall vary (in a manner materially adverse to Lender) the subordination, attornment and non-disturbance provisions contained in the Standard Form of Lease; (ab) with respect to a New Lease or Lease Modification, (i) the premises demised thereunder is thereunder, when aggregated with the premises demised under any other Lease to such Tenant and its Affiliates at the applicable Individual Property, accounts for not more than 10,000 50,000 net rentable square feet and/or (ii) the same does not contain an option to acquire all or any portion of the such Individual Property; (bc) the term of such New Lease or being amended by such Lease ModificationModification (if the Lease term is addressed in such Lease Modification and excluding any terminations and surrenders), as applicable, does not exceed 120 monthsincluding any option terms, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) is consistent with the New Lease or Lease Modification provides for “then prevailing market” rental rates other terms and does not contain any terms which would adversely affect Lender’s rights under the Loan Documents or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant rental rate under such New Lease or Lease Modification to the extent a new rent is addressed in such Lease Modification, as applicable, is not an Affiliate of Borrower; (f) at least equal to the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender then prevailing market rate for similar leases in accordance with similar properties in the terms hereof and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because vicinity of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.Individual Property;

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Mortgage Borrower may enter into a New Lease or Lease Modification, without Mezzanine Lender’s 's prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s 's Certificate delivered to Mezzanine Lender prior to Mortgage Borrower’s 's entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “"market” " rental rates other terms and does not contain any terms which would adversely affect Mezzanine Lender’s 's rights under the Loan Documents (Junior Mezzanine) or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obsceneob scene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Mortgage Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Mezzanine Lender in accordance with the terms hereof of the Loan Documents (Mortgage) and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.

Leasing Conditions. Subject to terms of this Section 8.7, provided no Event of Default shall have occurred and be continuing, Borrower may enter into a New Lease or Lease Modification, without Lender’s 's prior written consent, that satisfies each of the following conditions (as evidenced by an Officer’s 's Certificate delivered to Lender prior to Borrower’s 's entry into such New Lease or Lease Modification): (a) with respect to a New Lease or Lease Modification, the premises demised thereunder is not more than 10,000 net rentable square feet of the Property; (b) the term of such New Lease or Lease Modification, as applicable, does not exceed 120 months, plus up to two (2) 60-month option terms (or equivalent combination of renewals); (c) the New Lease or Lease Modification provides for “"market” " rental rates other terms and does not contain any terms which would adversely affect Lender’s 's rights under the Loan Documents or that would have a Material Adverse Effect; (d) the New Lease or Lease Modification, as applicable, provides that the premises demised thereby cannot be used for any of the following uses: ; any pornographic or obscene purposes, any commercial sex establishment, any pornographic, obscene, nude or semi-nude performances, modeling, materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material Adverse Effect; (e) the Tenant under such New Lease or Lease Modification, as applicable, is not an Affiliate of Borrower; (f) the New Lease or Lease Modification, as applicable, does not prevent Proceeds from being held and disbursed by Lender in accordance with the terms hereof and does not entitle any Tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of the Condemnation of its trade fixtures and its leasehold improvements which have not become part of the Property and such business loss as Tenant may specifically and separately establish; and (g) the New Lease or Lease Modification, as applicable satisfies the requirements of Section 8.7.7 and Section 8.7.8.