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 THE CORPORATE
HEADQUARTERS 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 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 BE AMENDED FROM TIME TO TIME, AND ALL REGULATIONS PROMULGATED
THEREUNDER, AS THEY AFFECT THE PREMISES NOW OR HEREAFTER IN EFFECT. TENANT SHALL
COMPLY WITH ALL LEGAL REQUIREMENTS AND DIRECTIVES OF GOVERNMENTAL AUTHORITIES
AND, UPON RECEIPT THEREOF, SHALL PROVIDE TO LANDLORD COPIES OF ALL NOTICES,
REPORTS AND OTHER COMMUNICATIONS EXCHANGED WITH, OR RECEIVED FROM, GOVERNMENTAL
6
AUTHORITIES RELATING TO ANY ACTUAL OR ALLEGED NONCOMPLIANCE EVENT, THE FAILURE
OF WHICH TO COMPLY COULD HAVE A MATERIAL ADVERSE EFFECT. TENANT SHALL ALSO
REIMBURSE LANDLORD FOR ALL COSTS (DEFINED BELOW) INCURRED BY LANDLORD IN
EVALUATING THE EFFECT OF SUCH AN EVENT ON THE PREMISES AND THIS LEASE (TO THE
EXTENT TENANT IS NOT USING REASONABLE EFFORTS