Common use of Leasing Conditions Clause in Contracts

Leasing Conditions. Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) 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 Sublease 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. 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 (such consent not to be unreasonably, withheld, conditioned or delayed) the tenant thereunder is a bona fide third party); provided, however, that during any Low LCR Cash Flow Sweep Period, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease Modification with respect to a Material Sublease, without the prior written consent of Lender.

Leasing Conditions. Except as otherwise provided in this Section 8.8.2, none of Mezzanine Borrower, any Senior Mezzanine Borrower (or in the case of the Maryland PropertyMortgage Borrower shall, Maryland Loan Guarantor) and Mezzanine Borrower shall cause Mortgage Borrower not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not to permit Master Lessee to (i) enter into any Material Sublease (a “New Sublease”) or (ii) 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 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 Sublease 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 Mezzanine Lender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than five (5) 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 five (5) 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 is then shall have occurred and be continuing, Mezzanine Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) may permit Master Lessee cause Mortgage Borrower 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 (such consent not to be unreasonably, withheld, conditioned or delayed) the tenant thereunder is a bona fide third party); provided, however, that during any Low LCR Cash Flow Sweep Period, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease Modification in accordance with respect to a Material Sublease, without the prior written consent of LenderSubleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.8, Mezzanine Borrower (or in the case of the Maryland Propertyshall not, Maryland Loan Guarantor) shall not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) and shall not permit Master Lessee to (ix) enter into any Sublease (a “New Sublease”) or (iiy) 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 Sublease Lease is in default (any such action referred to in clause clauses (iiy) and (z) being referred to herein as a “Sublease Modification”), ) without the prior written consent of 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 Mezzanine Lender which consent (provided that, in each case, the terms thereof are market terms and, unless consented to in writing by Lender (such consent shall not to be unreasonably, withheld, conditioned unreasonably withheld or delayed) the tenant thereunder is a bona fide third party); , provided, however, that during any Low LCR Cash Flow Sweep PeriodMezzanine 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 (or 10) Business Days of the receipt thereof will result in the case 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 Maryland Propertyforegoing, Maryland Loan Guarantor) provided no Event of Default shall not 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 is a Material Sublease or execute or effect any Sublease Modification satisfies each of the following conditions: (a) with respect to a New Sublease or Sublease Modification the premises demised thereunder is not a Material Sublease that, when taken together with all other Material Subleases, exceeds the Material Sublease Approval Threshold; (b) the term of such Sublease Modification that modifies the term or New Sublease, without 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 prior written consent rental rate, is on market terms; (c) the rental rate under such Sublease Modification that modifies the rent or New Sublease, as applicable, is at least equal to the then prevailing market rate for the entire term of Lender.such lease (except for the option periods as set forth in the preceding clause (c));

Leasing Conditions. Except as otherwise provided in this Section 8.8.2, Borrower (or in the case of the Maryland Propertyshall not, Maryland Loan Guarantor) and shall not enter into provide its consent to Master Lessee or any Lease without the prior written consent subtenant or Affiliate of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) 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 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 Sublease 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. 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 Lender which consent (provided that, in each case, the terms thereof are market terms and, unless consented to in writing by Lender (such consent shall not to be unreasonably, withheld, conditioned unreasonably withheld or delayed) the tenant thereunder is a bona fide third party); provided, however, that during Borrower may permit Master Lessee, or any Low LCR Cash Flow Sweep Periodsubtenant or Affiliate of Master Lessee, to terminate a Sublease (x) that is an Affiliated Sublease or a Specified Prior Sublease, (y) for Master Lessee or a Concept Subsidiary to use the Individual Property formerly subleased for itself as a Concept or (z) subject to compliance with Section 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 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 (or 10) Business Days of the receipt thereof will result in the case 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 Maryland Propertyforegoing, Maryland Loan Guarantor) provided no Event of Default shall not have occurred and be continuing, Borrower may permit Master Lessee to enter into a New Sublease or a Sublease Modification, without Lender’s prior written consent, that is a Material satisfies each of the following conditions (collectively, the “Base Sublease Conditions”): (i) such New Sublease or execute existing Sublease (as modified by the Sublease Modification), as applicable, will not result in the number of Go Dark Restaurant Locations plus the number of Restaurant Locations that are being operated as one or effect more Unaffiliated Businesses (without duplication) exceeding the Go Dark/Sublease Limit; (ii) the term of such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, including any and all renewal options, does not exceed the remaining stated term of the Master Lease; (iii) such New Sublease Modification or existing Sublease (as modified by the Sublease Modification), as applicable, shall not include the payment by Master Lessee of any tenant improvement allowances or leasing commissions, or similar sublessor monetary obligations, unless such Sublease expressly provides that such obligations will not be binding upon Borrower or its successors or assigns upon the termination of the Master Lease, and shall not be binding upon Lender or its successors or assigns upon foreclosure of the applicable Security Instrument (or a deed in lieu thereof); (iv) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, does not trigger any of the rights or obligations set forth on Schedule VI, and does not grant to the Tenant thereunder any new purchase option, right of first refusal or other preferential rights with respect to the applicable Individual Property; (v) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, provides that the premises demised thereby can only be used for operation of a Concept restaurant (or, so long as paragraph (i) above is satisfied, an Unaffiliated Business), but 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, obscene materials, activities or sexual conduct or any other use that has or could reasonably be expected to have a Material SubleaseAdverse Effect; (vi) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, does not prevent Proceeds from being held and disbursed by Lender in accordance with the terms hereof; (vii) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, does not conflict with the terms of the Master Lease or any of the Loan Documents; (viii) (A) the Tenant under such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, shall not have the benefit of the Master Lease SNDA, and (B) except for a new or existing Non-Disturbance Eligible Sublease with respect to which Lender has executed a Non-Disturbance Agreement pursuant to Section 8.8.9 below (and except for any existing Specified Prior Subleases), such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, shall not provide for non-disturbance for the Tenant thereunder, and shall, by its express terms, terminate upon the expiration or termination of the Master Lease; and (ix) such New Sublease or existing Sublease (as modified by the Sublease Modification), as applicable, satisfies the requirements of Section 8.8.7 and Section 8.8.8. Notwithstanding the terms of this Section 8.8.2, and without limiting any sublease rights of Master Lessee under the prior written consent Master Lease, any Affiliate of LenderMaster Lessee that has entered into a Concept Sublease for an Individual Property shall be permitted to subsublease such Individual Property to an Affiliate of Master Lessee provided such subsublease complies with the Base Sublease Conditions, and such subsublease shall not limit or release Master Lease Guarantor’s obligations under the Master Lease Guaranty.

Leasing Conditions. Borrower (or Except as otherwise provided in the case of the Maryland Property, Maryland Loan Guarantor) shall not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Defaultthis Section 8.8.2, Borrower (or in the case of the Maryland Propertyshall not, Maryland Loan Guarantor) and shall not permit Master Lessee to (i) enter into any Material Sublease (a “New Sublease”) or (ii) 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 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 Sublease 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. Any New Sublease or Sublease Modification that requires Lender’s consent shall be delivered to Lender for approval not less than five (5) 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 five (5) 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 Sections 8.8.7 and 8.8.8, provided no Event of Default is then shall have occurred and be 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 (such consent not to be unreasonably, withheld, conditioned or delayed) the tenant thereunder is a bona fide third party); provided, however, that during any Low LCR Cash Flow Sweep Period, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease Modification in accordance with respect to a Material Sublease, without the prior written consent of LenderSubleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.8.2, none of Mezzanine Borrower, Senior Mezzanine Borrower (or in the case of the Maryland PropertyMortgage Borrower shall, Maryland Loan Guarantor) and Mezzanine Borrower shall cause Mortgage Borrower not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not to permit Master Lessee to (i) enter into any Material Sublease (a “New Sublease”) or (ii) 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 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 Sublease 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 Mezzanine Lender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than five (5) 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 five (5) 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 is then shall have occurred and be continuing, Mezzanine Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) may permit Master Lessee cause Mortgage Borrower 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 (such consent not to be unreasonably, withheld, conditioned or delayed) the tenant thereunder is a bona fide third party); provided, however, that during any Low LCR Cash Flow Sweep Period, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease Modification in accordance with respect to a Material Sublease, without the prior written consent of LenderSubleasing Standards.

Leasing Conditions. Borrower (or Except as otherwise provided in the case of the Maryland Property, Maryland Loan Guarantor) shall not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Defaultthis Section 8.8.2, Borrower (or in the case of the Maryland Propertyshall not, Maryland Loan Guarantor) and shall not permit Master Lessee to (i) enter into any Material Sublease (a “New Sublease”) or (ii) 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 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 Sublease 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. Any New Sublease or Sublease Modification that requires Lender’s consent shall be delivered to Lender for approval not less than five (5) 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 five (5) 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 Sections 8.8.7 and 8.8.8, provided no Event of Default is then shall have occurred and be 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 (such consent not to be unreasonably, withheld, conditioned or delayed) the tenant thereunder is a bona fide third party); provided, however, that during any Low LCR Cash Flow Sweep Period, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease Modification in accordance with respect to a Material Sublease, without the prior written consent of LenderSubleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.8.2, none of Mezzanine Borrower, any Senior Mezzanine Borrower (or in the case of the Maryland PropertyMortgage Borrower shall, Maryland Loan Guarantor) and Mezzanine Borrower shall cause Mortgage Borrower not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not to permit Master Lessee to (i) enter into any Material Sublease (a “New Sublease”) or (ii) 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 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 Sublease 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 Mezzanine Lender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than five (5) 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 five (5) 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 is then shall have occurred and be continuing, Mezzanine Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) may permit Master Lessee cause Mortgage Borrower 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 (such consent not to be unreasonably, withheld, conditioned or delayed) the tenant thereunder is a bona fide third party); provided, however, that during any Low LCR Cash Flow Sweep Period, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease Modification in accordance with respect to a Material Sublease, without the prior written consent of LenderSubleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.8.2, neither Mezzanine Borrower (or in the case of the Maryland Propertynor Mortgage Borrower shall, Maryland Loan Guarantor) and Mezzanine Borrower shall cause Mortgage Borrower not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not to permit Master Lessee to (i) enter into any Material Sublease (a “New Sublease”) or (ii) 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 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 Sublease 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 Mezzanine Lender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than five (5) 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 five (5) 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 is then shall have occurred and be continuing, Mezzanine Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) may permit Master Lessee cause Mortgage Borrower 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 (such consent not to be unreasonably, withheld, conditioned or delayed) the tenant thereunder is a bona fide third party); provided, however, that during any Low LCR Cash Flow Sweep Period, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease Modification in accordance with respect to a Material Sublease, without the prior written consent of LenderSubleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.8.2, neither Mezzanine Borrower (or in the case of the Maryland Propertynor Mortgage Borrower shall, Maryland Loan Guarantor) and Mezzanine Borrower shall cause Mortgage Borrower not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not to permit Master Lessee to (i) enter into any Material Sublease (a “New Sublease”) or (ii) 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 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 Sublease 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 Mezzanine Lender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than five (5) 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 five (5) 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 is then shall have occurred and be continuing, Mezzanine Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) may permit Master Lessee cause Mortgage Borrower 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 (such consent not to be unreasonably, withheld, conditioned or delayed) the tenant thereunder is a bona fide third party); provided, however, that during any Low LCR Cash Flow Sweep Period, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease Modification in accordance with respect to a Material Sublease, without the prior written consent of LenderSubleasing Standards.

Leasing Conditions. Except as otherwise provided in this Section 8.8, Mezzanine Borrower (or in the case of the Maryland Propertyshall not, Maryland Loan Guarantor) shall not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) and shall not permit Master Lessee to (ix) enter into any Sublease (a “New Sublease”) or (iiy) 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 Sublease Lease is in default (any such action referred to in clause clauses (iiy) and (z) being referred to herein as a “Sublease Modification”), ) without the prior written consent of 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 Mezzanine Lender which consent (provided that, in each case, the terms thereof are market terms and, unless consented to in writing by Lender (such consent shall not to be unreasonably, withheld, conditioned unreasonably withheld or delayed) the tenant thereunder is a bona fide third party); , provided, however, that during any Low LCR Cash Flow Sweep PeriodMezzanine 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 (or 10) Business Days of the receipt thereof will result in the case 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 Maryland Propertyforegoing, Maryland Loan Guarantor) provided no Event of Default shall not 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 is a Material Sublease or execute or effect any Sublease Modification satisfies each of the following conditions: (a) with respect to a New Sublease or Sublease Modification the premises demised thereunder is not a Material Sublease that, when taken together with al other Material Subleases, exceeds the Material Sublease Approval Threshold; (b) the term of such Sublease Modification that modifies the term or New Sublease, without 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 prior written consent rental rate, is on market terms; (c) the rental rate under such Sublease Modification that modifies the rent or New Sublease, as applicable, is at least equal to the then prevailing market rate for the entire term of Lender.such lease (except for the option periods as set forth in the preceding clause (c));

Leasing Conditions. Except as otherwise provided in this Section 8.8, Mezzanine Borrower (or in the case of the Maryland Propertyshall not, Maryland Loan Guarantor) shall not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) and shall not permit Master Lessee to (ix) enter into any Sublease (a “New Sublease”) or (iiy) 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 Sublease Lease is in default (any such action referred to in clause clauses (iiy) and (z) being referred to herein as a “Sublease Modification”), ) without the prior written consent of 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 Mezzanine Lender which consent (provided that, in each case, the terms thereof are market terms and, unless consented to in writing by Lender (such consent shall not to be unreasonably, withheld, conditioned unreasonably withheld or delayed) the tenant thereunder is a bona fide third party); , provided, however, that during any Low LCR Cash Flow Sweep PeriodMezzanine 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 (or 10) Business Days of the receipt thereof will result in the case 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 Maryland Propertyforegoing, Maryland Loan Guarantor) provided no Event of Default shall not 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 is a Material Sublease or execute or effect any Sublease Modification satisfies each of the following conditions: (a) with respect to a New Sublease or Sublease Modification the premises demised thereunder is not a Material Sublease that, when taken together with al other Material Subleases, exceeds the Material Sublease Approval Threshold; (b) the term of such Sublease Modification that modifies the term or New Sublease, without 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 prior written consent rental rate, is on market terms; (c) the rental rate under such Sublease Modification that modifies the rent or New Sublease, as applicable, is at least equal to the then prevailing market rate for the entire term of Lender.such lease (except for the option periods as set forth in the preceding clause (c));

Leasing Conditions. Except as otherwise provided in this Section 8.8.2, none of Mezzanine Borrower, Senior Mezzanine Borrower (or in the case of the Maryland PropertyMortgage Borrower shall, Maryland Loan Guarantor) and Mezzanine Borrower shall cause Mortgage Borrower not enter into any Lease without the prior written consent of Lender. During the continuance of Event of Default, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not to permit Master Lessee to (i) enter into any Material Sublease (a “New Sublease”) or (ii) 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 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 Sublease 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 Mezzanine Lender. Any New Sublease or Sublease Modification that requires Mezzanine Lender’s consent shall be delivered to Mezzanine Lender for approval not less than five (5) 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 five (5) 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 is then shall have occurred and be continuing, Mezzanine Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) may permit Master Lessee cause Mortgage Borrower 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 (such consent not to be unreasonably, withheld, conditioned or delayed) the tenant thereunder is a bona fide third party); provided, however, that during any Low LCR Cash Flow Sweep Period, Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) shall not permit Master Lessee to enter into a New Sublease that is a Material Sublease or execute or effect any Sublease Modification in accordance with respect to a Material Sublease, without the prior written consent of LenderSubleasing Standards.