COMPLIANCE
4.01
USE. TENANT SHALL HAVE THE RIGHT TO USE AND OCCUPY THE PREMISES FOR
ANY RETAIL PURPOSE OR FOR ANY OTHER USE OR PURPOSE PERMITTED BY THE APPLICABLE
ZONING AUTHORITY AND OTHERWISE BY LAWS AND, AS APPLICABLE, ANY REAS OR
OVERLEASES. TENANT SHALL HAVE THE RIGHT TO CEASE OPERATIONS FOR BUSINESS ("GO
DARK") IN UP TO TEN PERCENT (10%) OF THE AGGREGATE OF THE (A) RENTABLE SQUARE
FOOTAGE OF THE PREMISES COVERED BY THIS LEASE AT THE TIME OF DETERMINATION, AND
(B) RENTABLE SQUARE FOOTAGE OF THE LEASED PREMISES UNDER THE OTHER LEASE AT THE
TIME OF DETERMINATION. NOTWITHSTANDING THE FOREGOING, (I) AS TO ANY PARTICULAR
PROPERTY LOCATION, IF LESS THAN FIFTY PERCENT (50%) OF THE RENTABLE SQUARE
FOOTAGE OF SUCH PROPERTY LOCATION IS NOT OPERATING FOR BUSINESS, NO PORTION OF
SUCH PROPERTY LOCATION SHALL BE CONSIDERED "DARK", (II) NO PORTION OF A PROPERTY
LOCATION SHALL BE CONSIDERED "DARK" UNLESS SUCH PROPERTY LOCATION IS "DARK" FOR
MORE THAN TWELVE (12) CONSECUTIVE MONTHS, (III) NO PORTION OF A PROPERTY
LOCATION SHALL BE CONSIDERED "DARK" IF TENANT CEASES BUSINESS OPERATIONS IN SUCH
PROPERTY LOCATION IN CONNECTION WITH A CASUALTY, CONDEMNATION, CAPITAL
IMPROVEMENT (AS DEFINED IN ARTICLE 11) OR FORCE MAJEURE (AS DEFINED IN SECTION
31.10), AND (IV) TENANT SHALL HAVE THE RIGHT TO "GO DARK" IN ONE (1)
DISTRIBUTION CENTER AND SUCH PROPERTY LOCATION SHALL NOT COUNT AGAINST THE TEN
PERCENT (10%) LIMITATION SET FORTH ABOVE. TENANT SHALL PROVIDE LANDLORD WITH
WRITTEN NOTICE OF A "GO DARK" PROPERTY LOCATION, AND AN OFFICER'S CERTIFICATE OF
TENANT (1) CERTIFYING COMPLIANCE WITH ALL OF THE SQUARE FOOTAGE REQUIREMENTS SET
FORTH IN THE FOREGOING SUBSECTIONS (A), (B) AND (I), AND THE OTHER REQUIREMENTS
OR CONDITIONS SET FORTH IN THE FOREGOING SUBSECTIONS (II), (III) AND (IV), AND
(2) ATTACHING A SCHEDULE OF SQUARE FOOTAGE CALCULATIONS IN SUPPORT THEREOF
(PROVIDED, HOWEVER, THAT TENANT'S FAILURE TO DELIVER SUCH NOTICE AND OFFICER'S
CERTIFICATE TO LANDLORD SHALL NOT CONSTITUTE A DEFAULT UNDER THIS LEASE).
NOTWITHSTANDING THE FOREGOING, THE TERMS AND PROVISIONS OF THIS LEASE AND
TENANT'S OBLIGATIONS HEREUNDER (INCLUDING WITHOUT LIMITATION, THE PAYMENT OF
BASE RENT AND OTHER RENT WITHOUT REDUCTION EXCEPT AS SET FORTH IN ARTICLES 14
AND 15, THE MAINTENANCE OF INSURANCE AS REQUIRED UNDER ARTICLE 6 AND TENANT'S
MAINTENANCE OBLIGATIONS UNDER SECTION 9.02) SHALL REMAIN IN FULL FORCE AND
EFFECT WITH RESPECT TO ANY PROPERTY LOCATION THAT HAS GONE "DARK".
4.02
COMPLIANCE. TENANT'S USE AND OCCUPATION OF EACH OF THE PROPERTY
LOCATIONS, AND THE CONDITION THEREOF, SHALL, AT TENANT'S SOLE COST AND EXPENSE,
COMPLY FULLY WITH ALL LEGAL REQUIREMENTS (DEFINED BELOW), AND ALL RESTRICTIONS,
COVENANTS AND ENCUMBRANCES OF RECORD (INCLUDING ANY OWNER OBLIGATIONS UNDER SUCH
LEGAL REQUIREMENTS), WITH RESPECT TO THE PREMISES, IN EITHER EVENT, THE FAILURE
WITH WHICH TO COMPLY COULD HAVE A MATERIAL ADVERSE EFFECT (DEFINED
6
BELOW). WITHOUT IN ANY WAY LIMITING THE FOREGOING PROVISIONS, TENANT SHALL
COMPLY WITH ALL LEGAL REQUIREMENTS RELATING TO MONEY LAUNDERING, ANTI-TERRORISM,
TRADE EMBARGOS, ECONOMIC SANCTIONS, AND THE AMERICANS WITH DISABILITIES ACT OF
1990, AS SUCH ACT MAY