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.

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.

Uneconomic Property. (a) Subject In addition to the terms of this SectionLessee's right to terminate under SECTION 11 hereof, if, at any time during after the end of its Lease Term, in the good faith judgment of Tenant Lessee, any Property shall have become uneconomic for continued use and occupancy by Lessee (as evidenced by such Property hereinafter sometimes called an Officer’s Certificate on behalf of Tenant which describes the basis for such judgment"UNECONOMIC PROPERTY"), any Leased then Lessee shall deliver to Brazos and Assignee a written notice (an "UNECONOMIC NOTICE") containing (i) notice of Lessee's intention to terminate the Ground Lease as to such Uneconomic Property becomes or imminently will as of a Basic Rent Payment Date specified in such notice, which Basic Rent Payment Date shall be within sixty (60) days of such notice, and (ii) a certificate of an officer of Lessee stating that Lessee has determined that such Property has become uneconomic for continued use and occupancy by Lessee; provided that Lessee may not deliver an Uneconomic Notice to Brazos under the terms of this ARTICLE XII for one (1) or unsuitable more Properties, the aggregate Acquisition Costs of which exceed ten percent (10%) of the aggregate Acquisition Costs of all Properties; and provided, further, that if at the end of the Lease Term the aggregate Acquisition Costs of Properties for use as a Toys “R” Us storewhich Lessee has given Brazos an Uneconomic Notice exceeds ten percent (10%) of the aggregate Acquisition Costs of all Properties, 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 Lessee shall not 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 sell any Properties to a Tenant Termination Election Notice or at any time thereafter prior to the sale of the applicable Uneconomic Property by Landlord third party pursuant to SECTION 11.4. Lessee shall terminate this Section 1.3(a)), to request the termination of this Ground Lease with respect to such Uneconomic Property and shall either purchase the Uneconomic Property for cash at its Acquisition Cost on the Basic Rent Payment Date specified 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 or sell such Uneconomic Property as unencumbered by this Lease. If Landlord sells on such Uneconomic Propertydate; provided, this Lease shall terminate with respect to such that if the proceeds of the sale of the 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 are less than the fair market value Acquisition Cost of such Uneconomic Property, as unencumbered by this Leasethen in addition to the purchase price Lessee shall pay to Brazos an amount equal to such Acquisition Cost less the proceeds of such sale and if such proceeds of sale exceed the Acquisition Cost, Brazos will pay any excess to Lessee.

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.