Common use of Operating Covenant Clause in Contracts

Operating Covenant. (a) Except during any applicable Permitted Go Dark Event and subject to Tenant’s other rights to Go Dark pursuant to this Section 7.4, Tenant shall at all times during the Term continuously operate each Demised Premises in accordance with the Permitted Use. Tenant hereby acknowledges and agrees that such covenant of continuous operation is a material inducement to Landlord entering into this Lease and that Landlord would not enter into this Lease without such inducement. (b) Notwithstanding the foregoing, but without limiting any of Tenant’s other obligations hereunder, Tenant shall have the right, without being in breach of the covenant of continuous operation set forth in Section 7.4(a), beginning in the third (3rd) Lease Year of the Initial Term, to Go Dark at any Property (a “Go Dark Event” and any Property subject to a Go Dark Event, a “Go Dark Property”) subject to the following limitations: (i) Tenant shall provide Landlord (A) not less than thirty (30) days’ notice of such Go Dark Event, which Notice shall specify the date as of which Tenant intends to Go Dark at such Property and (B) simultaneously with such delivery, a copy of any notice of Tenant’s intention to Go Dark at such Property delivered by Tenant to the Counterparty under any applicable Property Document, (ii) such Go Dark Event shall not violate any applicable Property Requirements, (iii) Tenant shall continue to comply with all terms of this Lease applicable to such Property during such period (other than, for the application of this provision, the covenant of continuous operation as set forth in clause (a) of this Section 7.4), Tenant hereby agreeing that, except upon a removal of such Property from this Lease pursuant to Landlord’s exercise of a Landlord Option, there shall be no reduction or change in the Rent following any Go Dark Event, and (iv) such Go Dark Event shall not violate the applicable

Operating Covenant. (a) Except during any applicable Permitted Go Dark Event Tenant shall open for business on or before _____________________ [Insert appropriate date from ALTERNATIVE used in Section 3.1] described in Section 3.1 and subject to Tenant’s other rights to Go Dark pursuant to this shall not thereafter abandon or leave the Premises vacant, except as provided below. From _____________________ [Insert appropriate date from ALTERNATIVE used in Section 7.43.1]and thereafter continuing through the Lease Term, Tenant shall at all times operate for the Permitted Use during the Term hours specified herein continuously operate each Demised Premises with due diligence and efficiency so as to produce a maximum volume of receipts from Gross Sales, unless prevented from doing so by Force Majeure causes (as provided in accordance with Section 45 below). At a minimum, during academic sessions, Tenant shall be open for not less than the Permitted Usefollowing days and hours: Monday through Thursday, _____ a.m. to ____ p.m., Friday, _____ a.m. to _____ p.m., and on Saturday from ____ a.m. and _____ p.m. (the “Minimum Hours”), and Tenant may be open during such additional days and hours as determined by Tenant and approved by Landlord. Tenant hereby acknowledges and agrees that such covenant shall not reduce the minimum hours of continuous operation is a material inducement to Landlord entering into this Lease and that Landlord would not enter into this Lease noted above without such inducement. (b) the prior written approval of Landlord. [AS APPLICABLE: Notwithstanding the foregoing, but without limiting Tenant shall open for business on Sundays and during academic breaks if requested by Landlord for campus service requirements as determined in Landlord’s discretion. ] In addition to any of Tenant’s other obligations hereunderrights that Tenant may have at law or in equity or as otherwise provided in this Lease, in the event Tenant shall cease operations from the Premises for at least the Minimum Hours set forth above for a period exceeding ten (10) days (excluding Permitted Closure Periods, as defined below), Landlord shall have the right, without being in breach of but not the covenant of continuous operation set forth in Section 7.4(a), beginning in the third (3rd) Lease Year of the Initial Termobligation, to Go Dark at any Property terminate this Lease and recapture the Premises (a “Go Dark Event” and any Property subject to a Go Dark Event, a “Go Dark PropertyRecapture”) subject by providing Tenant with written notice of Landlord’s election to do so (hereinafter referred to as the following limitations: “Recapture Notice”). In such event, this Lease shall terminate ten (i10) days after ▇▇▇▇▇▇’s receipt of the Recapture Notice and Tenant shall provide surrender the Premises to Landlord (A) not less than thirty (30) days’ notice of such Go Dark Event, which Notice shall specify in accordance with the date as of which Tenant intends to Go Dark at such Property and (B) simultaneously with such delivery, a copy of any notice of Tenant’s intention to Go Dark at such Property delivered by Tenant to the Counterparty under any applicable Property Document, (ii) such Go Dark Event shall not violate any applicable Property Requirements, (iii) Tenant shall continue to comply with all terms of this Lease applicable Lease. Nothing herein shall limit Tenant’s liability to such Property during such period (other thanLandlord for any damages incurred by Landlord, including the Percentage Rent Damages provided for in Section 18.3 below, if applicable, as a result of Landlord’s election to Recapture the application of this provisionPremises as provided herein. As used herein, the covenant of continuous operation as set forth in clause term “Permitted Closure Periods” shall mean temporary closures due to (a) of this Section 7.4casualty, condemnation or other delay described in Article 13 below, or (b) Landlord-approved remodeling or repairs (not to exceed 60 days), Tenant hereby agreeing that, except upon a removal of such Property from this Lease pursuant to Landlord’s exercise of a Landlord Option, there shall be no reduction or change in the Rent following any Go Dark Event, and (iv) such Go Dark Event shall not violate the applicable.