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 Participant covenants that Participant may only use the Property for automobile, truck, or other dealership purposes as part of a regional Auto Center, as well as for an automobile body repair business; provided that with Agency’s approval, which shall not be unreasonably withheld, Participant may change the use of the Property. Participant shall conduct a franchised Buick and subject to Tenant’s other rights to Go Dark pursuant to this Section 7.4, Tenant shall at all times during GMC dealership or another General Motors-affiliated dealership and an automobile collision repair center on the Term continuously operate each Demised Premises in accordance Property consistent with the Permitted Usezoning. 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) Additionally, on an interim basis, Participant may operate the 2800 Parcel in conjunction with its Boulevard Buick GMC operations, including conducting used car sales or exotic car sales on said parcel. Notwithstanding the foregoing, but without limiting within five (5) years of the Effective Date of the Agreement, Participant agrees to locate a new automobile dealership for operation on the 2800 Parcel. In considering whether to grant approval, Agency may consider those factors listed in Section 6(b) of the Deed, and Participant’s sole remedy in the event that Participant disagrees with Agency’s determination, shall be to have the proposed use declared valid as if Agency’s approval had been given, and Agency shall not have any of Tenant’s other obligations hereunderliability for monetary damages, Tenant or otherwise, except as provided herein. Participant shall have no right to subdivide, separate, or partition the right, without being in breach Property. Participant further covenants to locate all fleet sales and leases of the covenant franchised dealers on the Property, if any. In general, Participant shall operate the business conducted by it on the Property in a prudent manner, exercising customary business practices and hours of continuous operations. Operations of eight (8) hours per day, six (6) days per week, shall be deemed to satisfy said requirement. Notwithstanding Section 2 of this Agreement, the covenants contained in this Section 4.2 shall run for ten (10) years from full completion of the Project, signified by the Agency’s issuance and recordation of the Dealership Certificate of Completion, for said ten (10) year period until expiration, unless tolled by operation set forth in Section 7.4(a)of law, beginning order of a court of competent jurisdiction, or as may be otherwise provided 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 Agreement. The provisions 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 section shall be no reduction or change in deemed the Rent following any Go Dark Event, and (iv) such Go Dark Event shall not violate the applicable“Operating Covenant.”