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understated the Gross Sales by 3% or more, Lessor may terminate this Lease in addition to the
<br />foregoing remedies if it is determined by arbitration that Lessee had knew that the Gross Sales were
<br />~ understated.
<br />Lessor shall not be entitled to conduct more than one audit with respect to any Lease Year.
<br />Lessor shall keep confidential all information gained in connection with any audit or mspection of
<br />records and all information provided in any Percentage Rent report, and shall not disclose it to third
<br />parties; provided, however, that Lessor may disclose such information to the extent reasonably necessary
<br />in connection with financing arrangements or the assignment of Lessor's interest in the Premises as long
<br />as Lessor takes reasonable steps to ensure that the applicable lender or assignee keeps such information
<br />confidential.
<br />End of exam,~les of alternative rent adjustment clauses.
<br />Section 4.Use
<br />4.1 The Premises may be used for pedestrian oriented retail, offices, hotel, residential and
<br />other uses functionally related to public transit. However, the Premises may not be used for the
<br />offering, sale or display of obscene materials or obscene performances (as defined in Salem Revised
<br />Code 96.030 in as in effect on June l, 1998); the sale of alcohol (except by a restaurant or eating
<br />establishment other than a tavern or bar); or the sale of tobacco products. The Premises may not be
<br />used for any other purpose, operated under any other name, and may not be the subject of a change in
<br />concept without the written consent of Lessor. Lessee shall at all times maintain the Premises with at
<br />least 75% of the available space occupied and operating (no more than 25% of the available space may
<br />be permitted to "go dark" at any time).
<br />4.2 Anything in this Lease to the contrary notwithstanding, neither Lessee nor any of the
<br />occupants of the Premises shall engage in any activity that materially burdens or interferes with the
<br />operation of the transit system by the Salem Area Mass Transit District (or its successors in interest) to
<br />the extent that such transit operation is conducted in a manner reasonably consistent with usual and
<br />customary practices of transit system operations, or to burden, interfere with or prevent access to, or
<br />ingress to and egress from, any facility, property or improvements owned or occupied by the Salem
<br />Area Mass Transit District on the same block as the Premises. Notwithstanding any provision of this
<br />Lease to the contrary, this Section 4.2 may not be waived, modified or amended without the written
<br />approval of the Salem Area Mass Transit District and the Federal Transit Administration, or the
<br />successors to their governmental authority.
<br />4.3 Lessee shall not use or occupy, or permit or suffer all or any part of the Premises or
<br />the Improvements to be used or occupied (1) for any unlawful or illegal business, use, or purpose, (2) in
<br />any such manner to constitute a nuisance of any kind, or (3) for any purpose or in any way m violation
<br />of the certificate of occupancy, or of any Legal Requirements, mcludmg but not limited to Legal
<br />Requirements respecting Hazardous Substances, or (4) for any business, use, or purpose deemed
<br />disreputable. The term Hazardous Substance means any hazardous, toxic, or dangerous substance,
<br />infectious or radioactive substance, waste, or material, and shall include, without limitation, petroleum oil
<br />and its fractions, that is the subject of environmental protection Legal Requirements, including but not
<br />limited to the items listed in the United States Department of Transportation Hazardous Materials Table
<br />(49 CFR § 172.101) or designated as hazardous substances by the United States Environmental
<br />Protection Agency (40 CFR pt 302). Lessee acknowledges that the term Legal Requirements includes
<br />but is not limited to any federal, state, or local statute, regulation, or ordinance or any judicial or other
<br />governmental order pertaining to the protection of health, safety or the environment such as the
<br />Comprehensive Environmental Response, Compensation and Liability Act (42 USC §6901 et seq.), the
<br />Federal Water Pollution Control Act (33 USC §6901 et seq.), the Federal Water Pollution Control Act
<br />(33 USC § 1257 et seq.), and the Clean Air Act (42 USC §2001 et seq.).
<br />4.4 Lessee shall observe and comply with all conditions and requirements necessary to
<br />preserve and extend any and all rights, licenses, permits (including but not limited to zoning variances,
<br />special exceptions, and nonconformmg uses), privileges, franchises, and concessions that now apply to
<br />the Premises or that have been granted to or contracted for by Lessor or Lessee in connection with any
<br />existing or presently contemplated use of the Premises or the Improvements.
<br />Ground Lease Courthouse Square
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