Common use of Uneconomic Property Clause in Contracts

Uneconomic Property. (a) Subject to the terms of this Section, if, at any time during the Term, in the good faith judgment of Tenant (as evidenced by an Officer’s Certificate on behalf of Tenant which describes the basis for such judgment), any Leased Property becomes or imminently will become uneconomic or unsuitable for use as a Toys “R” Us store, including, without limitation, as a Babies “R” Us store, and will remain uneconomic or unsuitable for such use for the foreseeable future (in each case, any such Leased Property, an “Uneconomic Property”), then, Tenant shall have the right (but, except to the extent provided in Section 1.3(d), not the obligation), so long as no Event of Default shall have occurred and be continuing (at the time of Tenant’s delivery of a Tenant Termination Election Notice or at any time thereafter prior to the sale of the applicable Uneconomic Property by Landlord pursuant to this Section 1.3(a)), to request the termination of this Lease with respect to such Uneconomic Property in accordance with the terms of this Section. Tenant shall signify its election to exercise such option to terminate this Lease by giving notice (each, a “Tenant Termination Election Notice”) of the election to Landlord and Landlord’s Lender, accompanied by the Officer’s Certificate described in the immediately preceding sentence. Upon receipt of a Tenant Termination Election Notice, Landlord shall use reasonable, good faith efforts to market and sell such Uneconomic Property as unencumbered by this Lease. If Landlord sells such Uneconomic Property, this Lease shall terminate with respect to such Uneconomic Property as of the closing of such sale, and Tenant shall vacate such Uneconomic Property at or prior to such closing. Provided Landlord uses reasonable, good faith efforts to market and sell an Uneconomic Property, Landlord shall have no liability to Tenant and this Lease shall continue with respect to such Uneconomic Property in the event Landlord is unable sell the same. Further, Landlord shall not be required to sell an Uneconomic Property (and its efforts to sell shall be deemed reasonable and in good faith it if is unable to sell an Uneconomic Property) for an amount less than the fair market value of such Uneconomic Property, as unencumbered by this Lease. (b) Tenant hereby agrees to pay all reasonable, out-of-pocket expenses in connection with any actions taken pursuant to this Section, including all reasonable out-of-pocket expenses and costs incurred by Landlord or Landlord’s Lender (or any of their respective affiliates), regardless whether a sale of an Uneconomic Property is ultimately effected, including those of the following nature: audits; travel; accounting services; environmental and engineering reports; credit reports; appraisals; property evaluations; preparation, negotiation, execution and delivery of documents; attorneys’ fees and expenses of Landlord and Landlord’s Lender; transfer, transfer gains, intangibles and deed recording taxes; title insurance; survey; and document recordings and filings. (c) Upon the termination of this Lease with respect to an Uneconomic Property pursuant to clause (a) above, Tenant shall, in addition to any amounts payable pursuant to clause (b) above, pay Landlord an amount equal to the excess (if any) of the net present value of the Base Rent for such Uneconomic Property over the remaining Term for such Uneconomic Property, discounted at 10% per annum, over the sales proceeds for such Uneconomic Property received by Landlord. (d) In addition to the foregoing, if by reason Tenant’s determination no longer to operate or cause the operation of its or another business at a Leased Property, a ground lessor or other Person shall have the right to exercise a purchase right, purchase option, termination right or recapture right in respect of such Leased Property pursuant to a Property Document applicable thereto, then on or after the 180th day prior to the date on which such right would be triggered, Tenant shall be obligated to request a termination of such Leased Property in accordance with and subject to the conditions of the provisions of Section 1.3(a) and, if this Lease is terminated pursuant to said Section 1.3(a), pay the amount required to be paid pursuant to Section 1.3(c).

Uneconomic Property. (a) Subject to the terms of this Section, if, at any time during the Term, in the good faith judgment of Tenant (as evidenced by an Officer’s Certificate on behalf of Tenant which describes the basis for such judgment), any Leased Property (other than the headquarters office facility located in Wayne, New Jersey) becomes or imminently will become uneconomic or unsuitable for use as a Toys “R” Us store, including, without limitation, store or distribution center (as a Babies “R” Us storeapplicable), and will remain uneconomic or unsuitable for such use for the foreseeable future (in each case, any such Leased Property, an “Uneconomic Property”), then, Tenant shall have the right (but, except to the extent provided in Section 1.3(d), not the obligation), so long as no Event of Default shall have occurred and be continuing (at the time of Tenant’s delivery of a Tenant Termination Election Notice or at any time thereafter prior to the sale of the applicable Uneconomic Property by Landlord pursuant to this Section 1.3(a1.3(d)), to request the termination of this the Lease with respect to such Uneconomic Property in accordance with the terms of this Section. Tenant shall signify its election to exercise such option to terminate this the Lease by giving notice (each, a “Tenant Termination Election Notice”) of the election to Landlord and Landlord’s Lender, accompanied by the Officer’s Certificate described in the immediately preceding sentence. Upon receipt of a Tenant Termination Election Notice, Notice Landlord shall use reasonable, good faith efforts to market and sell such Uneconomic Property as unencumbered by this Lease. If Landlord sells such Uneconomic Property, this Lease shall terminate with respect to such Uneconomic Property as of the closing of such sale, and Tenant shall vacate such Uneconomic Property at or prior to such closing. Provided Landlord uses reasonable, good faith efforts to market and sell an Uneconomic Property, Landlord shall have no liability to Tenant and this the Lease shall continue with respect to such Uneconomic Property in the event Landlord is unable sell the same. Further, Landlord shall not be required to sell an Uneconomic Property (and its efforts to sell shall be deemed reasonable and in good faith it if is unable to sell an Uneconomic Property) for an amount less than the fair market value of such Uneconomic Property, as unencumbered by this Lease. (b) Tenant hereby agrees to pay all reasonable, reasonable out-of-pocket expenses in connection with any actions taken pursuant to this Section, including all reasonable out-of-pocket expenses and costs incurred by Landlord or Landlord’s Lender (or any of their respective affiliates), regardless whether a sale of an Uneconomic Property is ultimately effected, including those of the following nature: audits; travel; accounting services; environmental and engineering reports; credit reports; appraisals; property evaluations; preparation, negotiation, execution and delivery of documents; attorneys’ fees and expenses of Landlord and Landlord’s Lender; transfer, transfer gains, intangibles intangibles, and deed recording taxes; title insurance; survey; and document recordings and filings. (c) Upon the termination of this the Lease with respect to an Uneconomic Property pursuant to clause (a) above, Tenant shall, in addition to any amounts payable pursuant to clause (b) above, pay Landlord an amount equal to the excess (if any) of the net present value of the Base Rent for such Uneconomic Property over the remaining Term for such Uneconomic Property, discounted at 10% per annum, over the sales proceeds for such Uneconomic Property received by Landlord. (d) In addition to the foregoing, if by reason Tenant’s determination no longer to operate or cause the operation of its or another business at a Leased Property, a ground lessor an overlandlord or other Person shall have the right to exercise a purchase right, purchase option, termination right or recapture right in respect of such Leased Property pursuant to a Property Document applicable thereto, then on or after the 180th day prior to the date on which such right would be triggered, Tenant shall be obligated to request a termination of such Leased Property in accordance with and subject to the conditions of the provisions of Section 1.3(a) and, if this the Lease is terminated pursuant to said Section 1.3(a), pay the amount required to be paid pursuant to Section 1.3(c).

Uneconomic Property. (a) Subject to the terms of this Section, if, at any time during the Term, in the good faith judgment of Tenant (as evidenced by an Officer’s Certificate on behalf of Tenant which describes the basis for such judgment), any Leased Property becomes or imminently will become uneconomic or unsuitable Unsuitable for use as a Toys “R” Us store, including, without limitation, as a Babies “R” Us storeits Primary Intended Use, and will remain uneconomic or unsuitable for such use for the foreseeable future or Tenant otherwise desires that a Leased Property be terminated from this Lease (in each case, any such Leased Property, an “Uneconomic Property”), then, Tenant shall have the right (but, except to the extent provided in Section 1.3(d), not the obligation), so long as no Event of Default shall have occurred and be continuing (at the time of Tenant’s delivery of a Tenant Termination Election Notice or at any time thereafter prior to the sale of the applicable Uneconomic Property by Landlord pursuant to this Section 1.3(a))continuing, to request the termination of this the Lease with respect to such Uneconomic Property in accordance with the terms of this Section. Tenant shall signify its election to exercise such option to terminate this Lease by giving notice (each, a “Tenant Termination Election Notice”) of the election to Landlord and Landlord’s Lender, accompanied by the Officer’s Certificate described in the immediately preceding sentence. Upon receipt of a Tenant Termination Election Notice, Landlord shall use reasonable, good faith efforts in cooperation with Tenant to market and sell such Uneconomic Property. The Lease shall continue with respect to such Uneconomic Property until Landlord sells the same for net sales proceeds to Landlord in an amount not less than the Required Release Amount corresponding to such Uneconomic Property as unencumbered by this Leaseof the date of sale. If Landlord (x) sells such Uneconomic Property for not less than Release Price and (y) Tenant pays Landlord the amounts (if any) required pursuant to Sections 1.3 (b), (c) and (d) hereof simultaneously with any such sale of a Leased Property, this then the Lease shall terminate with respect to such Uneconomic Property as of the closing of such sale, sale and Tenant shall vacate such Uneconomic Property at or prior to such closing. Provided Landlord uses reasonable, good faith efforts Notwithstanding anything to market and sell an Uneconomic Propertythe contrary contained herein, Landlord shall have in no liability to Tenant and this Lease shall continue with respect to such Uneconomic Property in the event Landlord is unable sell the same. Further, Landlord shall not be required to sell an Uneconomic Property (and its efforts to sell shall be deemed reasonable and in good faith it if is unable to sell an Uneconomic Property) for an amount less than the fair market value greater of the Applicable Amount or the then applicable Required Release Amount unless Tenant, without obligation to do so and acting in its sole discretion, pays Landlord simultaneously with the closing of the sale of such Uneconomic Property, as unencumbered by this LeaseProperty the difference between the sales price and the Required Release Amount. (b) Tenant hereby agrees to pay all reasonable, out-of-pocket expenses in connection with any actions taken pursuant to this Section, including all reasonable out-of-pocket expenses and costs incurred by Landlord or Landlord’s Lender (or any of their respective affiliates), regardless whether a sale of an Uneconomic Property is ultimately effected, including those of the following naturefees and costs of: audits; travel; accounting services; environmental and engineering reports; credit reports; appraisals; property evaluations; preparation, negotiation, execution and delivery of documents; attorneys’ fees and expenses of Landlord and Landlord’s Lender; transfer, transfer gains, intangibles intangibles, deed and deed mortgage recording taxes; title insurance; survey; and document recordings and filingsfilings and any fees, costs or expenses incurred or payable by Landlord pursuant to or under Landlord’s Loan Documents in connection therewith. (c) Upon the termination of this the Lease with respect to an Uneconomic Property or any Go Dark Leased Property or any Go Dark Purchase Option Property pursuant to clause (a) above, Tenant shall, in addition to any amounts payable pursuant to clause (b) above, pay Landlord an amount equal to the excess then present value (if anyusing a discount rate of 5%) of the net present value excess, if any, of (A) the Base Rent for payable in respect of such Uneconomic Property over for the remaining remainder of the Term (using, for this purpose the Base Rent Reduction Amount for such Uneconomic Leased Property, discounted at 10% per annum, ) over (B) the sales proceeds for then Fair Market Rental of such Uneconomic Property received by Landlordfor the remainder of the Term. (d) In addition to the foregoing, if by reason Tenant’s determination a Leased Property shall not be open for business such that it would be characterized as a Go Dark Leased Property and the aggregate Applicable Amounts for all Leased Properties that then constitute Go Dark Leased Properties (excluding any Go Dark Purchase Option Property unless the holder of such right has waived its right of first offer, right of first refusal or other rights) exceeds the Go Dark Limit, then Tenant shall be obligated to request a termination of such Leased Property (or any other Leased Property that is a Go Dark Leased Property) in accordance with and subject to the conditions and provisions of Section 1.3(a), such that the Go Dark Limit shall no longer to operate or cause the operation of its or another business at be exceeded. Further, if a Leased PropertyProperty is a Go Dark Purchase Option Property and if the restaurant on such Leased Property shall not be open for business such that it would trigger (assuming the passage of time or the giving of notice, a ground lessor or other Person shall have the right to exercise both) a purchase right, purchase option, termination right or recapture right in respect of at such Leased Property pursuant to a Property Document applicable theretoProperty, then on or after the 180th day prior to the date on which such right would be triggered, Tenant shall be obligated to request a termination of such Leased Property in accordance with and subject to the conditions of the provisions of this Section 1.3(a1.3, unless the holder of such right has waived its right of first offer, right of first refusal or other rights. (e) andThe provisions of this Section 1.3 shall be null, if void and of no further force or effect and Tenant shall have no further termination rights pursuant to this Section 1.3 upon a foreclosure or delivery of a deed in lieu of foreclosure pursuant to the Landlord’s Loan Documents unless the event giving rise to such right of Landlord’s Lender to foreclose was not the result of an Event of Default. (f) The provisions of this Section 1.3 shall not apply to any termination of this Lease is terminated pursuant with respect to said Section 1.3(a), pay the amount required to be paid any Leased Property pursuant to Section 1.3(c)1.4 hereof, Article X hereof or any other provision of this Lease.