Common use of Redevelopment Clause in Contracts

Redevelopment. During the Operating Term (including the First Extension Term and the Second Extension Term, if applicable), the Tenant shall be permitted to Redevelop the Retail Component, subject to the Approval of the Landlord, provided however, that it shall not be unreasonable for the Landlord to withhold its Approval if in the opinion of the Landlord: (a) the Redevelopment may adversely affect distributions of Net Cash Flow to the Landlord in accordance with the Waterfall provisions of Article XIII of the Project Agreement, whether because of an increase of Outflows (as such term is defined in the Retail Limited Partnership Agreement) as a result of the costs of the Redevelopment, or a decrease in Gross Receipts (as such term is defined in the Retail Limited Partnership Agreement) as a result of the time required to complete the Redevelopment, or any other reason; (b) the Redevelopment may adversely affect a determination of the fair market value of the Retail Lands in accordance with the principles that were used for the determination of the Tenant Mortgagee Retail Lands Mortgage Value as set out in Schedule E, when a determination thereof is imminent or reasonably anticipated within a reasonable time thereafter; or (c) a material aspect of the Redevelopment is for the benefit of a Component other than the Retail Component, or a Person dealing at non-Arm’s Length with the Tenant, OSEG, a Member or a Permitted Transferee of a Member.