Case 20-33332-KLP Doc 751 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Main Document Page 1 of 6 Case 20-33332-KLP Doc 751 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Main Document Page 2 of 6 Case 20-33332-KLP Doc 751 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Main Document Page 3 of 6 Case 20-33332-KLP Doc 751 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Main Document Page 4 of 6 Case 20-33332-KLP Doc 751 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Main Document Page 5 of 6 Case 20-33332-KLP Doc 751 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Main Document Page 6 of 6 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt• Whitman Ground Lease (Part 1) Page 1 of 90 7/23/98
LEASE
Between
THE RETAIL PROPERTY TRUST (Landlord)
And
THE MAY DEPARTMENT STORES COMPANY (Tenant)
WALT WHITMAN MALL HUNTINGTON STATION, NEW YORK Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt• Whitman Ground Lease (Part 1) Page 2 of 90
ARTICLE 1 - DEMISE ...... 1 1.1 Grant and Demise ...... 1 1.2 Common Area Easements Included in Demise ...... 1
ARTICLE 2 - INDUCEMENTS ...... 3 2.1 Authority ...... 3 2.2 Title ...... 3 2.3 Additional Representations and Warranties ...... 3
ARTICLE 3 - TERM ...... 7 3.1 Interim Term; Initial Term ...... 7 3.2 Extensions of the Term; Holdover ...... 8
ARTICLE 4 - IMPROVEMENTS TO BE CONSTRUCTED BY LANDLORD AND TENANT ...... 8 4.1 The Landlord Improvements ...... 8 4.2. Tenant's Improvements ...... 10 4.3. Approvals ...... 11 4.4 Construction Period; Commencement oflnitial Term ...... 11 4.5 Plans for Landlord Improvements ...... 13 4.6 Department Store Improvements ...... 16 4.7 PlansfortheTenant'sBuilding ...... 17 4.8 Changes in Plans ...... 17 4. 9 Construction Compatibility ...... 18 4.10 HVAC ...... 18 4.11 Future Expansion ...... 18
ARTICLE 5 - CONSTRUCTION REQUIREMENTS AND STANDARDS ...... 20 5.1 Applicability of Provisions ...... 20 5.2 Conduct of Work ...... 20 5.3 Hazards and Unsightliness ...... 20 5.4 Construction Coop~ration ...... 21 5.5 Design and Construction Standards ...... 21 5.6 Consents and Approvals ...... 21 5. 7 Construction Easements ...... 21
ARTICLE 6 - USE; OPERATING COVENANT OF TENANT AND LANDLORD ...... 22 6.1 Uses ...... 22 6.2 Limitation on Uses ...... 22 6.3 Kiosks ...... 24 6.4 Non-Interference with Common Area ...... 24 6.5 Intentionally Deleted ...... 25 6.6 Tenant's Operating Covenant ...... 25 6.7 Landlord's Right to Purchase Tenant's Leasehold Interest...... 26
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ARTICLE 7 - ASSIGNMENT AND SUBLETTING ...... 32 7.1 No Consent of Landlord is Required ...... 32 7.2 Release of Tenant ...... 32 7.3 Mortgages and Sale Lease backs of Tenant's Leasehold Estate ...... 33
ARTICLE 8 - RENT ...... 35 8.1 Ground Rent ...... 35 8.2 Rent ...... 35
ARTICLE 9-COMMON AREA ...... 35 9 .1 Common Area Defined ...... 3 5 9 .2 Common Area Maintenance Payments ...... 36 9.3 Landlord's Obligations with Respect to Common Area ...... 37 9.4 Rules and Regulations ...... 39 9.5 Liens with Respect to Common Area ...... 40 9.6 Tenant Take-Over of Common Area Maintenance ...... 40 9. 7 Changes in Common Area ...... 40
ARTICLE 10 -TAXES ...... 41 10.1 Scope ...... 41 10.2 Payment of Taxes ...... 41 10.3 Contest ...... 43
ARTICLE 11 -REPAIR AND ALTERATIONS; SIGNS ...... 44 11.1 Repair by Landlord ...... 44 11.2 Repair by Tenant ...... 45 11.3 Alterations .....· ...... 45 11.4 Signs ...... 45
ARTICLE 12-MECHANICS' LIENS ...... 46 12.1 Mechanics' Liens ...... 46
ARTICLE 13 -CONDEMNATION ...... 47 13.1 Definitions ...... 47 13 .2 Condemnation Award and Allocation ...... 48 13.3 Condemnation of Parking Area ...... 49 13.4 Condemnation of Floor Area and Mall ...... 50 13.5 Reconstruction Limitations ...... 51 13.6 Method of Termination ...... 51 13. 7 General Provisions ...... 52
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ARTICLE 14 - DAMAGE OR DESTRUCTION ...... 53 14.1 Definitions ...... 53 14.2 Improvements on the Demised Premises ...... 53 14.3 Building and Improvements Other Than on the Demised Premises ...... 55 14.4 Restoration Standards ...... 56 14.5 Method of Termination ...... 57
ARTICLE 15 - INSURANCE ...... 57 15 .1 Construction and Property Insurance ...... 5 7 15.2 Liability Insurance ...... 59 15.3 Self-Insurance or Blanket Policy ...... 59 15.4 General Insurance Provisions ...... 60 15.5 Waiver of Subrogation ...... 60
ARTICLE 16-INDEMNITY ...... 61 16.1 Basic Obligations ...... 61 16.2 Limitations ...... 62 16.3 Indemnity as to Brokers ...... 62
ARTICLE 17- PAYMENT FOR UTILITIES ...... 62 17.l Tenant's Obligation ...... 62
ARTICLE 18 - SUBORDINATION AND NON-DISTURBANCE ...... 63 18.1 Subordination - Non-disturbance ...... 63
ARTICLE 19 - INTENTIONALLY DELETED ...... 63
ARTICLE 20- ESTOPPEL CERTIFICATES ...... 64 20.1 Estoppel Certificate ...... 64
ARTICLE 21 - DEFAULT; REMEDIES ...... 64 21.1 Tenant's Defaults ...... 64 21.2 Landlord's Self Help ...... 66 21.3 Landlord's Default ...... 67 21.4 Remedies Cumulative; Non-Waiver ...... 67
ARTICLE 22 - SURRENDER ...... 68 22.1 Surrender of Demised Premises ...... 68
ARTICLE 23 - LIMITATION OF LIABILITY ...... 68 23.1 Limitation of Liability ...... 68
ARTICLE 24 - MERCHANTS ASSOCIATION ...... 69 24.1 Tenant's Obligation to Join Merchants Association ...... 69 24.2. Tenant's Obligation to Join Marketing Fund ...... 70
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ARTICLE 25 - NOTICES ...... 70 25.1 Notice ...... 70 25.2 Notice to Mortgagee and Mortgagee's Opportunity to Cure ...... 71
ARTICLE 26 - FORCE MAJEURE ...... 72 26.l Force Majeure ...... 72
ARTICLE 27 - GENERAL PROVISIONS ...... 73 27.1 Costs ...... 73 27 .2 Duration of Performance ...... 73 27.3 Consent or Approval Not to be Unreasonably Withheld ...... 73 27.4 Governing Law ...... 73 27.5 Counterparts ...... 73 27.6 Organization and Captions ...... 73 27.7 Recordation ...... 74 27.8 Parties, Successors and Assigns ...... 74 27.9 Quiet Enjoyment ...... 74 27.10 Entire Agreement; No Modification ...... 74 27.11 Compliance with Laws ...... 75 27.12 Lease for Exclusive Benefit of Parties ...... 75
ARTICLE 28 - GLOSSARY ...... 75 28.l Definitions ...... 75 28.2 Index of other Defined or Special Words or Terms ...... 79
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EXHIBITS Exhibit A-1 - Demised Land Exhibit A-2 - Shopping Center Exhibit A-3 - Landlord Site Exhibit B - Site Plan Exhibit B-1 - Staging Plan Exhibit C - Permitted Encumbrances Exhibit D - Landlord Construction Schedule ExhibitE - Tenant Construction Schedule Exhibit F - Tenant's Technical Specifications Exhibit G - Landlord's Preliminary Plans ExhibitH - Tenant Schematic Plans Exhibit I - Intentionally Deleted Exhibit J - Sign Criteria Exhibit K - Pro-forma Title Insurance Policy
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THIS LEASE is made as of the 1st day of April, 1998 by and between THE RETAIL PROPERTY TRUST, a Massachusetts business trust ("Landlord"), having an office at 305 East 47th Street, New York, New York 10017; and THE MAY DEPARTMENT STORES COMPANY, a New York Corporation ("Tenant") having its principal place of business at 611 Olive Street, St. Louis, MO 63101 (Landlord and Tenant are sometimes hereinafter referred to as a "Party" or collectively as "Parties").
ARTICLE 1-DEMISE
1.1 Grant and Demise
(A) Landlord does hereby sublease and grant to Tenant and Tenant does hereby take and accept from Landlord a certain parcel ofland described in Exhibit A-1 hereto annexed ("Demised Land") which Demised Land forms a portion of the shopping center commonly known as Walt Whitman Mall ("Shopping Center") in Huntington Station, New York, more fully described in Exhibit A-2. The Demised Land is hereby leased to Tenant pursuant to and subject to the terms, covenants and conditions of this Lease together with all rights, servitudes, easements, licenses or hereditaments ("Appurtenances"), now or hereafter thereunto appertaining as herein expressly provided in this Lease.
(B) The building, which is to be hereafter constructed by Tenant in accordance with the provisions of this Lease, is hereinafter referred to as "Tenant's Building" and is shown as Lord & Taylor Building on Exhibit B. Tenant's Building as well as the sidewalks, landscaping, Tenant's Truck Facilities and other improvements which from time to time may be constructed by Tenant on the Demised Land in accordance with the provisions of this Lease are hereinafter collectively referred to as "Tenant's Improvements". The Demised Land and Tenant's Improvements are hereinafter collectively referred to as the "Demised Premises".
1.2 Common Area Easements Included in Demise
(A) For the duration of the Term, Landlord hereby grants to Tenant and its Permittees a non-exclusive easement in common with other occupants of the Shopping Center and their Permittees and in common with the benefited parties under the easement ("REA") described in item 9 of Exhibit C, to use the Common Area of the Shopping Center for the purposes for which the Common Area was constructed as provided in Section 1.2 (B) and the benefit of the easement rights granted to Landlord under the REA. Landlord shall have the right to close all or any portion of the Common Area to such extent as may, in the opinion of counsel of Landlord, be legally required to prevent a dedication thereof or the accrual of any rights to any person or to the public therein. Landlord, in so closing all or any portion of the Common Area, shall use its reasonable efforts to do so in a manner which will minimize any interference with Tenant's business.
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(B) In furtherance of, and not by way of limitation of, the grant of easements hereinabove set forth, Landlord, subject to the provisions of this Lease, grants to Tenant and its Permittees non-exclusive easements and right-of-way to use the Common Area of the Shopping Center for the following purposes in common with other occupants of the Shopping Center and their Permittees and in common with the benefited parties under the easement described in item 9 of Exhibit C, and the benefit of the easement rights granted to Landlord under the REA:
(1) for unobstructed pedestrian and vehicular traffic, including access to and ingress and egress to and from and between the Demised Premises and the streets, highways, and alleys adjacent to and abutting the Shopping Center, and to and from the Parking Area;
(2) for pedestrian access through, and use of, the Mall;
(3) to park automobiles and other vehicles in the Parking Area;
(4) to use the Common Area adjacent to Tenant's Building for the purpose of performing maintenance and repair to Tenant's Building and Tenant's Improvements, subject in any event to the provisions of Article 11 hereof;
(5) if Tenant shall require utility facilities in addition to those required to be provided by Landlord and maintained by Landlord in accordance with this Lease, to install, maintain and repair utility lines serving the Demised Premises, within the Common Area (including the Parking Area and the Mall) subject in any event to the provisions of Sections 6.4 and 6.5 hereof, and obtaining Landlord's prior approval to the location of the placement and any relocation of the additional utility lines; and
( 6) to use the Common Area for the purposes for which constructed.
(C) The foregoing easements and rights-of-way hereby granted to Tenant, which are hereinafter referred to as "Common Area Easements", are also subject to applicable law and the right of Landlord to make modifications to the Common Area as provided in Section 9. 7 hereof. Any repair, replacement or maintenance of utility lines on or within Lord & Taylor Parking Area described in Section 2.3(D) hereof shall be performed only after two (2) weeks notice to Tenant of Landlord's or Tenant to Landlord of Tenant's intention to do such work, except in the case of emergency, where any such work may be immediately performed after such notice, if any, to Tenant or Landlord as is practicable under the circumstances. All of such work, except for emergency work, to the extent practicable shall be scheduled in advance by Landlord or Tenant with approval of the other in order to minimize interference with Tenant's business or business of others in the Shopping Center.
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2.1 Authority
As an inducement to enter into this Lease and as continuing covenants made by each Party to the other, Landlord and Tenant each warrants and represents to the other that it has full power and authority to execute, acknowledge and deliver this Lease, and, in the case of Landlord, to grant all the interests, rights and privileges hereby granted to Tenant.
2.2 Title
Landlord waiTants and represents that Landlord is the fee owner of the Shopping Center, owns a 98.30564% interest in the leasehold estate created by the Ground Lease and is the tenant under the Operating Lease, and holds such title to the Demised Land free and clear of all leases, liens, easements, restrictions or other encumbrances except those listed on Exhibit C hereto annexed ("Permitted Encumbrancesu). Notwithstanding the fact that the Operating Lease and the Ground Lease are listed as Permitted Encumbrances, Tenant shall not be liable for any of and Tenant is not subject to the obligations of the lessee under the Ground Lease or the Operating Lease. Simultaneous with the execution and delivery of this Lease, Landlord shall provide Tenant with an ALTA leasehold extended coverage title insurance policy issued by First American Title Insurance Company (the "Title Company") in conformity with the pro-forma policy hereto annexed as Exhibit K. Landlord shall pay the cost of the premium of the policy up to the policy amount of$2,000,000. The cost for the premium in excess thereof, ifrequested by Tenant, shall be paid by Tenant.
2.3 Additional Representations and Warranties
Landlord warrants, represents and covenants that:
(A) Governmental Permits
Except as provided to the contrary in Article 4 hereof, Landlord shall use all reasonable efforts to secure the required Building Approvals (as defined in Section 4.3) from the Town of Huntington and the State of New York for the planned development of the Shopping Center Expansion on or before February 1, 1998. Such Building Approvals shall not contain nor provide for conditions which reduce Tenant's rights, privileges and interest, or conflict with Landlord's duties or obligations, under this Lease.
(B) Access
Access roads within the Shopping Center as shown on Exhibit B afford legal access to and from the public right of way on Route 110 and New York A venue and the Demised
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(C) Zoning and Land Use
The Shopping Center, as of the date hereof, may be used for the purposes contemplated by this Lease including the use of Tenant's Building as a Lord & Taylor store of 120,000 square feet of Gross Floor Area in the location shown on the Site Plan.
(D) Parking Ratio
Subject to a taking by Condemnation as hereinafter provided in Article 13, Landlord shall maintain during the Lease Term at least the number of parking spaces within the Parking Area equal to the ratio ("Parking Ratio") of not less than 4.5 car spaces for each 1,000 square feet of Floor Area in the Shopping Center. The Parking Area shall also include the parking spaces within the area designated as "Lord & Taylor Parking Area" on Exhibit B. Lord & Taylor Parking Area shall contain not less than 540 parking spaces upon the commencement of the Initial Term, and, subject to Article 13 hereof, Landlord shall take no action during the Lease Term so as to reduce the number of parking spaces within Lord & Taylor Parking Area.
(E) Site Plan
Landlord shall not construct or permit to be constructed any building or other improvement within the Shopping Center except for the Mall Store Buildings shown on Exhibit B and the improvements within the Permissible Building Areas shown therefor on Exhibit B hereto annexed, and Landlord shall maintain the Common Area of the Shopping Center as shown on Exhibit B, subject to the provisions of Section 6.5 and Section 9.7. Notwithstanding the provisions of Section 2.3 (G), Landlord makes no warranty or representation that any tenant or occupant of the Shopping Center shall remain an occupant thereof or transact business in the premises indicated as occupied by it on Exhibit B.
(F) No Other Consents Required
None of the easements, restrictions, obligations, covenants or other provisions of any agreement between Landlord ( or any Affiliate of Landlord) and any other Department Store, or with any Mall Store would preclude or limit Tenant's rights or abilities to enjoy the full benefits of this Lease, subject only to the limitations as are set forth in this Lease. All persons with whom Landlord or its Affiliates has any agreement and all persons which are parties to any agreement with Landlord to which the Shopping Center Site is subject, and in any case have a right of approval over or right of consent to any part of the transaction described in this Lease, have given all required consents or approvals or have waived such rights. Landlord shall provide the Title Company with such assurances, indemnities or guaranties as the Title Company may require to remove any exceptions or to insure over any exceptions for the rights of any other
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(G) Other Department Stores
Landlord is the holder of the Landlord's interest under:
(1) the following lease (Macy's Lease) with Macy's:
Lease by and between Walt Whitman Center, Inc. (Landlord) and Federated Department Stores, Inc. (Tenant), dated June 20, 1961, a memorandum of which is dated June 20, 1961 recorded June 26, 1961 in Liber 5006 Cp 386, as amended by Letter Agreement between Walt Whitman Center, Inc. and Federated Department Stores, Inc. dated March 27, 1962, by Amendment to Memorandum of Lease by and between Walt Whitman Management, Inc. and Federated Department Stores, Inc. dated as of November 5, 1962 recorded December 11, 1962 in Liber 5277 Cp 331, by Agreement between Walt Whitman Management, Inc. and Federated Department Stores, Inc., dated July 2, 1963 recorded August 5, 1963 in Liber 5391 Cp 449, and by Letter Agreement between Federated Department Stores, Inc., Walt Whitman Management, Inc. and N.K. Winston Corporation dated October 17, 1973, and assigned to A&S Walt Whitman Real Estate, Inc., a Delaware corporation, by Quitclaim Deed from Federated Department Stores, Inc., dated July 29, 1988 recorded February 27, 1989 in Liber 10806 Cp 101.,
(2) the following lease (Bloomingdale's Lease) with Bloomingdale's:
Lease dated as of the 20th day of June, 1961 by and between Walt Whitman Center Inc., as Landlord and R.H. Macy & Co., Inc., Tenant, a memorandum of which was dated June 20, 1961 and recorded June 26, 1961 in Liber 5006 Cp 459.
(a) Four unrecorded Letter Amendments between Walt Whitman Center Inc., and R.H. Macy & Co., Inc. dated June 20, 1961.
(b) Assignment of Lease from R.H. Macy & Co., Inc., assignor, to Macy's New York, Inc., assignee, dated July 30, 1976 and recorded on June 9, 1986 in Liber 10053 Cp 282.
( c) Amendment of Lease made between Corporate Property Investors, as Landlord, and Macy's New York, Inc., as Tenant, dated July 3, 1986 and recorded on September 19, 1986 inLiber 10127 Cp 119.
(d) Assignment and Assumption of Lease by and between Macy's New York, Inc. and Waltwhit Properties Corp. dated September 22, 1987 recorded September 29, 1987 in Liber 10432 Page 154.
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(f) Consent of Mortgagee made by the Williamsburgh Savings Bank recorded September 19, 1986 in Liber 10127 Mp 133.
(g) Real Estate Intercreditor Agreement dated as of July 10, 1986 among the Prudential Insurance Company of America et al.
(h) Provisions as to the limitation of subordination in the event the mortgagee, its successors and/or assigns accept a deed or an assignment in lieu of foreclosure as is set forth in the Intercreditor Agreement dated as of 30 day of September, 1987 between the Ten-Store Lenders, Ten-Stores Note Holders and Wilmington Trust Company and William J. Wade et al.
and (3) a lease with Saks (or its nominee) as tenant, dated July 20, 1998, a memorandum of which was recorded on July 30, 1998 in Liber 11908 CP 78 (the "Saks Lease").
Macy's, Bloomingdale's and Saks are referred to collectively as the "Majors" and the Macy's Lease, the Bloomingdale's Lease and the Saks Lease are referred to collectively as the "Major Leases". The Major Leases are in full force and effect and limit construction of their respective Buildings to the Permissible Building Areas shown on the Site Plan attached to this Lease. Landlord further represents that no later than the Scheduled Opening Date, the Majors will, respectively, have agreed with Landlord that: Bloomingdale's will open the Bloomingdale's Building for business not later than the Scheduled Opening Date, Saks will open the Saks Building for business no later than March 1999, and that each will agree with Landlord to operate for a period of at least 15 years commencing no sooner than the opening of the Bloomingdale's Building under their respective names, "Macy's", "Bloomingdale's" and "Saks", or under the name under which the Major in question then operates a majority of its stores in the Region. In the event that the operating covenants of any of the Majors are breached or threatened to be breached, Landlord shall immediately notify Tenant, and Landlord shall exercise all available remedies to enforce such operating covenants. Landlord further agrees that it will fulfill all of the conditions to the construction obligations, and opening and operating covenants of the Majors under the Major Leases that are required of Landlord in accordance with the terms of the Major Leases.
(H) Relocation of Utility Easements.
The utility easements granted by (i) the Agreement made by Walt Whitman Center, Inc. and South Huntington Water District dated February 21, 1962 and recorded on February 27, 1962 in Liber 5131, Page 412 and (ii) the Indenture made by Walt Whitman Center, Inc. and
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South Huntington Water District dated November 3, 1961 and recorded on November 8, 1961 in Liber 5077, Page 345 (all recorded in the Office of the County Clerk, Suffolk, New York- the "Utility Easements"), which currently affect portions of the Demised Premises as shown on the ALTNACSM Survey prepared by Barrett, Bonacci and Van Weele, P.C. dated April 29, 1998, a copy of which has been provided to Tenant, have been physically relocated into areas outside of the Demised Premises. Landlord agrees to enter into agreements with the other parties to the Utility Easements which reflect the relocation of the utility lines outside of the Demised Premises, and hereby indemnifies and holds Tenant harmless from any loss, liability, cost and expense (including reasonable attorney's fees) resulting form Landlord's failure to do so. Landlord further agrees to indemnify and save Tenant harmless from any loss, liability, cost and expense (including reasonable attorney's fees) incurred by Tenant arising from the exercise by the benefited parties of their respective rights under the easements listed as items 3, 7 and 8 in Exhibit C
ARTICLE 3 - TERM
3.1 Interim Term: Initial Term
(A) The ''Interim Term" shall commence on the Commencement Date and end upon the commencement of the Initial Term as provided in Section 4.4 hereof. The "Initial Term11 shall be the period beginning with the end of the Interim Term as provided in Section 4.4 hereof and ending on January 31 immediately following the 25th anniversary of the commencement of the Initial Term. The "Term" shall be the Interim Term and the Initial Term and any extensions of the term of this Lease granted to Tenant and exercised by it as set forth in Section 3.2 hereof; and the phrase "Tenant's Opening Date" shall be the date that Tenant's Building first opens for business with the public. All of Tenant's obligations to be performed pursuant to this Lease shall commence as of the Commencement Date except for Tenant's obligation to pay Ground Rent, Tenant's Taxes and Tenant's Common Area Maintenance Payment which obligations shall begin with the commencement of the Initial Term. The time for the commencement of the Initial Term is governed by the provisions of Section 4.4 of this Lease.
(B) The "Lease Year" shall be the twelve month period commencing upon the commencement of the Initial Term (in the case of the first Lease Year) and each succeeding period of twelve months each commencing on the day after the end of the immediately preceding Lease Year. Any portion of the Term which is less than a Lease Year shall be deemed a "Partial Lease Year".
(C) Notwithstanding anything to the contrary contained in this Lease, Tenant shall have no obligation whatsoever with respect to the Demised Premises or the Shopping Center Site prior to the Commencement Date. Prior to the Commencement Date, all duties and obligations relating to the Demised Premises, including, without limitation, the obligations to insure, maintain, repair, indemnify others, comply with all laws, comply with and perform all
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obligations under this Lease shall be Landlord's responsibility as if Landlord and not Tenant held all rights of occupancy and ownership of the Demised Premises prior to the Commencement Date, except to the extent that any of such obligations arise out of Tenant's intentionally wrongful acts or breaches by Tenant of its obligations under this Lease.
3.2 Extensions of the Term; Holdover
(A) Tenant shall have the option to extend the Term for five successive terms each of ten years (each such term hereinafter known as an "Extended Term"), commencing upon the expiration of the Initial Term. Each such option for each Extended Term shall be exercised, if at all, by Tenant giving written notice of the exercise thereof to Landlord at least twelve (12) months prior to the expiration of the Initial Term or then Extended Term, as the case may be. The foregoing notwithstanding, each option herein granted shall not lapse nor be waived by the failure of Tenant to give written notice of the exercise of the option until the later of (1) thirty (30) days after Landlord has given Tenant a written notice reminding Tenant that the Initial Term or then Extended Term is due to expire or has expired ("Reminder Notice") and Tenant fails to exercise the option to extend the Term, or (2) expiration of the Initial Term or then Extended Term and the surrender by Tenant of possession of the Demised Premises which is to occur by no later than the expiration of the 30 day notice period set forth in Section 3.2 (A)(l), provided Tenant has not exercised its option to extend the Term as set forth in Section 3.2 (A)(l) or as set forth in the preceding sentence. If, at any time after expiration of the Initial Term or then Extended Term, as the case may be, Landlord gives Tenant the Reminder Notice and Tenant fails to exercise the then available option within the required period, the Term hereunder shall expire no earlier than thirty (30) days after the giving of the Reminder Notice. If Tenant has elected to exercise its option to an Extended Term, the Term shall be extended for the additional period covered by the option so exercised, without execution of any extension or renewal of this Lease, and all references herein to Term shall include the Initial Term and any Extended Term(s).
(B) Unless Landlord and Tenant otherwise agree in writing, any holding over by Tenant after the expiration of the Term shall constitute a tenancy from month to month upon the same terms and conditions as herein contained.
ARTICLE 4 - IMPROVEMENTS TO BE CONSTRUCTED BY LANDLORD AND TENANT
4.1 The Landlord Improvements
Landlord covenants to construct or cause to be constructed, at no cost to Tenant, the Landlord Improvements (as defined in Section 4.5) in accordance with Tenant's Technical Specifications (except as otherwise provided in the Landlord Preliminary Plans or Final Plans as approved by Tenant) which shall consist of all planning, investigation, analysis, surveying,
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design, improvement, construction, installation, inspection, coordination and other work necessary to accomplish the following work:
(A) Shopping Center Expansion as shown on the Site Plan, including:
( 1) A renovation of the existing mall ("Mall Renovation") to a standard of at least that at South Shore Plaza and the Burlington Mall in Massachusetts.
(2) Additional Mall Store Buildings containing approximately 40,000 square feet of Floor Area (the "Mall Store Expansion"; the Mall Store Expansion, and the Mall Renovation are hereinafter collectively referred to as the "Mall Expansion"),
(3) The construction of a sprinklered parking deck within the location shown therefore on Exhibit B ("Parking Deck"); the Parking Deck and the Mall Expansion are hereinafter collectively referred to as the "Shopping Center Expansion"; and the construction of a pedestrian bridge from the Parking Deck to Tenant's Building, and the design, location, connection levels and appearance of such pedestrian bridge shall be subject to Tenant's prior approval and shall be similar in design and amenities to the pedestrian bridge to the Macy's Building.
(B) Studies, Tests, Reports, Etc. Preparation of soil reports and tests traffic studies and reports, environmental impact reports and other studies required by applicable Federal, State, and local law and by Tenant as provided in Tenant's Technical Specifications set forth in Exhibit F for the design, development, planning and construction of Tenant's Building.
(C) On-Site and Off-Site Improvements. Construction of the on-site improvements as shown on the Site Plan, and off-site improvements if required as a condition to the granting of any permit or approval in connection with the Shopping Center Expansion (the "Off-Site Improvements").
(D) Demised Land Preparation. Delivery on or before the date set forth in Exhibit D for the pad turn-over date, free from all surface and subsurface improvements and free from hazardous or toxic materials and as required by Tenant's Technical Specifications. Landlord and Tenant each acknowledge that such delivery of the Demised Land to Tenant shall be deemed to have occurred as of the date of this Lease in sufficient condition for Tenant to commence construction of Tenant's Improvements, provided that such acknowledgment by Tenant shall not be deemed a waiver by Tenant of any claims that Tenant may have against Landlord for Landlord's failure to deliver the Demised Land in accordance with Tenant's Technical Specifications which failure is discovered by Tenant subsequent to the date of this Lease. "Hazardous or toxic materials" shall mean hazardous, toxic or dangerous waste, substance, material, smoke, gas or particulate matter, as from time to time defined by or for purposes of the Comprehensive Environmental Response Compensation and Liability Act, and any law commonly referred to as a "Superfund" or "Superlien" or any successors to such laws, or any
l:\CPI\WALT\L&T1.13 9 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 16 of 90 other federal, state or local environmental, health or safety statute, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards concerning or in connection with hazardous, toxic or dangerous wastes, substances, materials, gas or particulate matter.
(E) Temporary Construction Facilities. Installation and maintenance of staging areas, temporary water, electric and telephone service, temporary drainage facilities, and all other temporary facilities for the construction of Tenant's Building and the Shopping Center Expansion.
(F) Utilities. Installation of utilities and all facilities related thereto at locations, pressures and capacities in accordance with Exhibit F so as to be of sufficient capacity and adequate to service the buildings and other improvements (including Tenant's Building) which are or shall be constructed on the Shopping Center.
(G) Parking Area; Lighting. Modifications to the existing parking area, including modifications to the curbs, islands, sidewalks (except for Perimeter Sidewalks for Tenant's Building, the design and construction of which shall be Tenant's responsibility), interior roads and road systems, traffic control and entrance and exit signs servicing the Shopping Center Expansion and Tenant's Building, modifications of the entrance and exit driveways and parking lot striping and painting of the Common Area servicing the Shopping Center Expansion and Tenant's Building and the modification of the parking area lighting system including but not limited to installation of necessary concrete bases, conduit, fittings and fixtures servicing the Shopping Center Expansion and Tenant's Building, all in accordance with Exhibits Band F, within the areas of the Shopping Center to be redeveloped as provided in this Lease, the Site Plan and Landlord's Preliminary Plans.
(H) Landscaping, Screening and Fencing. Landscaping, screening and/or fencing of the Common Area and any incidental irrigation system required in connection with the Landlord Improvements, but excluding landscaped areas between Tenant's Perimeter Sidewalks and Tenant's Building.
4.2. Tenant's Improvements
Tenant covenants to construct or cause to be constructed, all of Tenant's Improvements, including Tenant's Building, which shall be two (2) levels and shall contain not less than 100,000 square feet of Gross Floor Area and not more than 120,000 square feet of Gross Floor Area within the Permissible Building area shown on Exhibit B. "Gross Floor Area" means the total floor space contained within the exterior facade of exterior walls, and within the center line of party walls, including mezzanine, basement or subbasement areas, but excluding the area of Tenant's Truck Facilities provided the Tenant's Truck Facilities are not within the exterior facade of Tenant's Building and excluding the Parking Deck. The lower level of Tenant's Building shall be constructed so as to open onto the Mall. Tenant shall have the exclusive right to negotiate and
l:\CPI\WALT\L&T1.13 10 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page 17 of 90 enter into all contracts in respect to construction and fixturing of Tenant's Building, including, but not limited to, all construction, architectural, engineering, and other contracts, subject, however, to the provisions of Sections 4.7 and 4.8 hereof. Tenant's work will include: all work from the inside of the curbs around the Perimeter Sidewalk of the Tenant's Building (the curbs themselves shall be set by the Landlord), sidewalks and landscaping; the truck and service docks and their appropriate store inlets; and connections to the utilities for electric (to the transformer supplied by the utility company), water and sewer service. Within thirty (30) days following Tenant's Opening Date, Tenant shall cause its architect to certify to Landlord and Tenant the number of square feet of Gross Floor Area and Floor Area contained in the Tenants Building after such addition or closure in writing and deliver an original counterpart of such certificate to Landlord.
4.3. Approvals
Landlord and Tenant, as promptly as possible, shall each apply for and diligently, expeditiously and in good faith prosecute governmental applications for the construction of their respective improvements. Landlord shall be responsible for applying for and diligently, expeditiously and in good faith prosecuting applications for any approvals, permits and variances ("Building Approvals") which may be required in connection with the construction of the Shopping Center Expansion and the construction of the Tenant's Building, including all environmental, zoning and other general prerequisite governmental permits and approvals, other than the building permits and occupancy certificates required for Tenant's Building, which shall be Tenant's responsibility. In respect thereof, each shall furnish to the other any data which may be reasonably required in order to obtain any Approval and shall otherwise during the process of obtaining such Building Approval(s), consult and cooperate with the other towards the end of obtaining the required Building Approval(s). Landlord and Tenant each at their own cost agree to cooperate with and consult with each other to obtain the Building Approvals and to complete and file such forms and documents as may be reasonably required therefor. Tenant shall diligently prosecute its applications for all building permits and other governing agency approvals for the construction of Tenant's Improvements and shall cooperate with the applicable governmental agency. Landlord further agrees to perform any work outside of the Demised Land that may be required by governmental authorities as a condition for issuing the certificate of occupancy for Tenant's Building.
4.4 Construction Period; Commencement of Initial Term
(A) The Parties shall each diligently and expeditiously perform their respective work so that the work shall progress and be completed in accordance with the schedules set forth in Exhibits D and E (except for minor punch list items which are in the process of being completed).
(B) The "Scheduled Opening Date" is hereby established as November 11, 1998.
l:\CPI\WALT\l&T1.13 11 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 18 of 90 (C) Landlord shall cause each of the various items of its work required in connection with the Shopping Center Expansion to be completed in accordance with the timetable set forth in Exhibit D. Landlord agrees that all elements of Landlord's Improvements which are required to be completed as a condition for Tenant obtaining a Certificate of Occupancy for Tenant's Building shall be completed 14 days prior to the Scheduled Opening Date. Tenant shall cause each of the various items of its work required in connection with the construction of Tenant's Building to be completed in accordance with the timetable set forth in Exhibit E provided that Landlord has completed its work at the required times so that Tenant can meet its commencement and completion obligations.
(D) The Interim Term shall expire and the Initial Term shall commence upon the earlier of (i) Tenant's Opening Date, or (ii) the later of (a) Scheduled Opening Date or (b) the satisfaction of the following conditions, subject to the provisions of Section 4.4(H):
(1) The fourteenth day following the date the Mall Renovation shall be substantially completed, open to the public for pedestrian traffic, and completely functioning and operating, including being air conditioned, heated, ventilated, lighted, and obstruction-free, the Parking Deck shall be substantially completed, open to the public for vehicular and pedestrian traffic, and completely functioning and operating, including being lighted, and obstruction-free and the other modifications to the Common Area described in Section 4.1 shall be substantially completed.
(2) At least sixty five percent (65%) of the Floor Area of the Mall Store Buildings shall be leased and occupied by tenants who are open for business or who will open no later than 30 days following Tenant's Opening Date.
(3) At least two of the Majors shall be open for business to the public and operating as Department Stores as described in Section 2.3 (G).
(E) Upon request of either Party, the Parties shall execute an agreement confirming the commencement of the Initial Term. Landlord and Tenant each agree to keep the other Party apprised of its construction progress during the course of performance of its respective work. The Parties further agree to notify the other Party with as much advance notice as is reasonably possible if it determines that it will not complete its improvements by the Scheduled Opening Date.
(F) Tenant shall commence construction of the Tenant's Building as soon as is reasonably practical after the occurrence of all of the events listed in this Section 4.4 (F). However, nothing contained herein shall require Tenant to commence construction on a date earlier than the time which would be reasonably necessary, under good construction practices which are reasonable under the circumstances in order to provide for completion by the Scheduled Opening Date. The events are:
l:\CPI\YALT\L&T1.13 12 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page- 19 of 90 (1) The Demised Land and staging areas have been prepared by Landlord for construction in accordance with the requirements of this Lease by the date set forth in Exhibit D which Tenant acknowledges is deemed to have occurred as of the date of this Lease subject to the provisions of Section 4.1 (D);
(2) The Landlord Final Plans have been approved by Tenant as and to the extent permitted by Article 4; and
(3) Landlord has commenced, and is diligently proceeding with, construction of the Landlord's Improvements.
(G) Provided that Landlord has fulfilled the requirements of Section 4.4 (F) at the required times, Tenant shall cause the Tenant's Building to be open for business with the public on or before the Scheduled Opening Date, provided that Tenant shall not be required to open the Tenant's Building (1) until Landlord has substantially completed the Landlord Improvements, and (2) unless at least two of the Majors are open and operating (and required to be operating pursuant to operating covenants described in Section 2.3 (G)) under their respective names on the Scheduled Opening Date.
(H) Notwithstanding anything to the contrary, Tenant shall not be required to first open for business between November 15 and the following February 28, or between May 1 and July 1, or within forty-five (45) days prior to Easter, all dates inclusive.
4.5 Plans for Landlord Improvements
(A) The "Landlord Improvements" shall mean the improvements constructed on the Shopping Center pursuant to Section 4.1 hereof, including, but not limited to, the Mall Expansion and the Parking Deck.
(B) With respect to the Landlord Improvements, Landlord shall prepare two (2) submissions of Landlord's Plans: · Landlord Preliminary Plans and Landlord Final Plans. Landlord's Plans shall be prepared and submitted to Tenant in sufficient time so as not to delay the preparation of Tenant's Plans, or Tenant's construction work and in any event by the dates required in the Construction Schedule.
(The provisions with respect to the plans for Tenant's Building are set forth in Section 4.7 hereof.)
(1) Landlord Preliminary: Plans. Landlord has delivered to Tenant and Tenant has approved the Landlord Preliminary Plans described in Exhibit G attached hereto showing the following:
l:\CPI\WALT\L&T1.13 13 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 20 of 90 (a) Design and location plans of all Perimeter Sidewalks along all the perimeter of the Landlord Improvements and all truck loading areas, truck tunnels and truck parking, tum-around and dock areas and ramps;
(b) Exterior perspective renderings reflecting design concepts, elevations, and exterior dimensions of the Landlord Improvements, and architectural floor plans (in schematic form) of the Landlord Improvements;
(c) Interior design of the Mall Expansion consistent with the design of the existing Mall (such plans to include architectural floor plans in schematic form and elevations and renderings together with descriptions and samples of colors and materials) and connections with Tenant's Building;
(d) Design and location plans for seating arrangements, directories and all fixed obstructions in the Mall Expansion;
(e) Design and location plans indicating the Landlord Improvements;
(f) Design and location plans for the building pad for the Demised Premises and the grading thereof which shall comply with Exhibit F.
(g) Landscaping plans for the Landlord Improvements showing location and for all exterior and interior landscaping;
(h) Site plan showing location of all existing or proposed internal and off-site access roads, Mall Store Buildings, Department Store Buildings, Parking Area, Parking Deck and striping with number of stalls, truck docks, pedestrian bridges, driveways, areas of ingress and egress, directional signage and traffic circulation;
(i) Grading and drainage plan showing all proposed and existing grades, location of buildings, existing and proposed finished floor elevations and Parking Area;
(j) Utility plans showing all existing or proposed utilities and utility easements;
(k) Site lighting plan (including Parking Deck lighting) and foot candle calculations;
(1) Proposed specifications, including without limitation materials and colors, for the exterior of the Landlord Improvements and the interior of the Mall Expansion; and
1:\CPI\WALT\L&T1.13 14 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page 21 of 90 (m) Phasing and staging area plans consistent with Exhibit B-1 hereto annexed.
The quality of the construction and construction components of the Landlord Improvements shall be at least equivalent to the quality of those at Burlington Mall and South Shore Plaza in Ma-ssachusetts.
(2) Landlord Final Plans. The Landlord Final Plans shall be developed from and be consistent with or inferable from the Landlord Preliminary Plans, and shall indicate the locations of the staging, employee parking, equipment access and fenced areas Landlord shall employ during construction. In the preparation of all Landlord Final Plans for Common Area and the following general design data and Exhibit F, without limitation, shall be followed, as minimums, unless governmental specifications for such work establish higher standards:
(a) Sewer and other utility lines, conduits or systems shall not be constructed or maintained above the ground level of the Shopping Center site unless such installations are within enclosed structures and conform with requirements of applicable governmental agencies having jurisdiction of the work.
(b) Lighting for Parking Area, other than within the Parking Deck, shall be provided consistent with existing fixtures or by fixtures of such type as the Tenant shall approve, with area controls on a seven-day program, sufficient to provide lighting intensity during the evening hours that the Shopping Center is operated consistent with the presently maintained lighting. Lighting within the Parking Deck shall be provided with area controls on a seven-day program, sufficient to provide the lighting intensity during the evening hours that the Shopping Center is operated. The lighting system shall be designed so that it can be illuminated at twenty-five percent (25%) of full intensity, uniformly distributed throughout the parking structure, during hours of darkness that the Shopping Center is not open for business. Lighting for the Parking Area shall fulfill the requirements of the Tenant Technical Specifications.
(c) All Parking Area and access roads to be constructed as part of the Shopping Center Expansion shall be paved by installing a suitable base, surfaced with a bituminous or asphaltic wearing surface, or other material, consistent with any existing surface that is not being modified.
(d) The finish material of the surface of that portion of each level of the Mall Expansion devoted to pedestrian traffic, as well as the finish material of the surface of each level of the Parking Deck.
I:\CPI\WALT\L&T1.13 15 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 22 of 90 ( e) All fire protective systems shall be installed in accordance with the requirements of local authorities having jurisdiction over such installation.
(f) As to the interior of the Mall Expansion, the general architectural character and general design of the decorative elements, the furnishings (including, but not by way of limitation, landscaping and decorative elements).
As soon as possible following execution of this Lease, Landlord shall, at its expense, complete and deliver to Tenant for Tenant's approval three sets of the Landlord Final Plans for the Landlord Improvements. Any plans submitted by Landlord to Tenant shall clearly indicate what aspects of the Landlord Final Plans have been changed from the previously approved Preliminary Plans. Tenant shall not disapprove any aspect of the Landlord's Final Plans which was approved in Landlord's Preliminary Plans. Any changes to the Lord & Taylor Court from that shown on the Preliminary Plans shall be subject to Tenant's approval which it may withhold in its discretion. If Tenant, in accordance with the foregoing, has disapproved the Landlord Final Plans, then with respect to the Landlord Final Plans so disapproved, Tenant shall indicate the reasons for such disapproval and revisions required to obtain Tenant's approval. Failure of Tenant to give notice of approval or disapproval ofLandlord1s Final Plans submitted for approval within a period of 30 days after Tenant's receipt of a single, unified complete set of the Landlord Final Plans marked as final and delivered with a clear cover letter stating that failure to respond within 30 days shall constitute an approval, shall constitute an approval. Within 15 days after receipt of a disapproval of Landlord's Final Plans in accordance with the foregoing, Landlord shall revise the Landlord Final Plans to accommodate Tenant's requested revisions to the extent that Tenant's requested revisions relate to matters which Tenant has the right to approve or disapprove as provided above. The procedure as above outlined shall apply to each subsequent submission and resubmission. If there remains a disagreement between Landlord and Tenant as to Landlord's Final Plans, the Parties shall resolve such dispute in the manner set forth in Section 4.7 (C) hereof.
4.6 Department Store Improvements
Landlord represents that the Majors have each agreed to construct the following additional improvements within the Shopping Center, which are hereby approved by Tenant:
(A) Saks has agreed to construct the Saks Building of up to 120,000 square feet of Gross Floor Area on two levels within the Permissible Building Area shown as "Saks" on Exhibit B.
(B) Macy's has agreed to renovate and expand the Macy's Building within the Permissible Building Area shown as "Macy's" on Exhibit B so that the Macy's Building shall consist of three levels and not more than 302,000 square feet of Gross Floor Area (which renovation and expansion has been completed).
I:\CPI\WALT\L&T1.13 16 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page 23 of 90 (C) Bloomingdale's has agreed to renovate and expand the Bloomingdale's Building within the Permissible Building Area shown'as "Bloomingdale's" on Exhibit B so that the Bloomingdale's Building shall consist of three levels and not more than 220,000 square feet of Gross Floor Area.
4.7 Plans for the Tenant's Building
(A) Tenant has provided Landlord with, and Landlord has approved, exterior schematic plans for the construction of the Tenant's Building which shall be performed by Tenant (the "Tenant Schematic Plans"). If its exterior store plans are subsequently amended, Tenant shall promptly, and in any event within 15 days thereafter, furnish Landlord with a revised copy thereof.
(B) After initial construction of the Tenant's Building, perspectives and drawings for modifications of the Tenant's Building and any reconstruction in the event of Damage or Destruction or partial Condemnation shall be submitted by Tenant to Landlord for Landlord's comments as soon as is reasonably possible; provided, however, that in any dispute over what is to be contained in such perspectives and drawings, the decision of Tenant shall be final, subject, however, to the provisions of Section 11.3.
4.8 Changes in Plans
Subsequent changes to the Landlord Final Plans which were subject to Tenant's approval as specified in Section 4.5(B) shall be allowed only by the written agreement of the Tenant. Any proposed change shall contain a statement by the Landlord's architect delineating the nature and extent of the changes. Landlord shall have the right, without Tenant's approval, to make change orders in the course of construction of the Landlord Improvements to accommodate conditions incurred during construction so long as such changes do not materially change the design or function of the Landl~d Improvements, or the Tenant's Building provided that Landlord shall not make any changes in the Landlord Final Plans without Tenant's approval (which may be granted or withheld in Tenant's sole discretion relating to material modifications to the Parking Deck, Lord & Taylor Parking Area, or other portions of the Parking Area within 400 feet of Tenant's Building, Lord & Taylor Court, the connections to Tenant's Building from the Mall and the Parking Deck, or entrances or exits of the Shopping Center). If Tenant requests any changes to the Landlord Final Plans as to items to which Tenant's approval was required and given and if such change was requested solely due to Tenant changing its prior opinion, and not due to changed conditions, additional information or unforeseen consequences reflected in the changes to the Landlord Final Plans, Tenant shall pay to Landlord any additional net construction costs incurred by the Landlord in connection with such changes if the request for change is made after the Tenant has first approved the Landlord Final Plans, and the request for change does not result from an error by the Landlord's architect or from governmental requirements. Landlord shall not be required to make any changes requested by Tenant in the Landlord Final Plans if making such change will delay the construction of Landlord's work or extend the time in which the work is
l:\CPI\~ALT\L&T1.13 17 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page- 24 of 90 scheduled to be completed. The Landlord's architect shall estimate the cost to be incurred or sustained because of the changes requested by Tenant if the Tenant is responsible for payment thereof, and Tenant, within three days of receipt thereof, may withdraw its change request.
4.9 Construction Compatibility
Tenant agrees that it shall design Tenant's Building to permit access thereto from the Mall. In order to produce an architecturally compatible and unified Shopping Center, Landlord and Tenant agree, subject to the provisions of Sections 4.5, 4.6, 4.7 and 4.8 to consult with each other concerning the exterior design, color treatment and exterior materials to be used in the construction and reconstruction of their respective improvement and to consider each others views with respect thereto prior to selecting the specific materials and colors for its improvements. In reviewing and revising a Party's plans, Landlord and Tenant shall meet and work with one another at all reasonable times so that agreement as to the plans of each may be obtained as quickly as practicable.
4.10 HVAC
The Parties recognize that the air conditioning and heating specifications of their respective Buildings and the Mall are critical and that, to the extent reasonably practical, the air conditioning and heating systems shall be automatically controlled, designed, constructed, operated and maintained so as not to unduly drain conditioned air from, nor unduly discharge or return air into, the Mall, or Tenant's Building, and Landlord agrees that tenants and occupants of the Mall Store Buildings shall be similarly required not to unduly drain conditioned air from or unduly discharge residue or return air into the Mall.
4.11 Future Expansion
(A) Tenant acknowledges that Landlord may, from time to time and at any time, vertically expand the Shopping Center subject to the limitations and conditions set forth below. Such expansion ("Future Expansion") may consist of any one or all of the following: a second level of the Mall and additional Mall Stores. Subject to the limitations and conditions set forth below, Tenant agrees to the construction of the Future Expansion.
(B) Landlord's right to expand the Shopping Center shall be subject to the following conditions and limitations:
(1) No expansion of any building or construction of any additional building shall take place outside of the Mall Store Buildings or Permissible Building Areas as shown on the Site Plan.
(2) Landlord shall, at its own cost and expense, complete additional parking spaces sufficient to maintain the Parking Ratio as required by the
l:\CPI\WALT\L&T1.13 18 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page- 25 of 90 provisions of Section 2.3(D) hereof, which may include a vertical or horizontal addition to the Parking Deck or additional parking structure(s) within the Permissible Deck Areas shown on the Site Plan, and such Parking Area shall be in a particular location within the Permissible Deck Areas and configuration satisfactory to Tenant and shall be complete upon the opening of the improvements for business to the public.
(3) Such additional improvements shall be subject to the provisions of this Lease, including Articles 5, 9 and 11.
( 4) The location of staging areas and construction access routes, and the scheduling of any work which would interrupt utility service to Tenant's Building, or would interfere with access to Tenant's Building or to the Parking Deck adjacent to Tenant's Building shall have been approved by Tenant.
(5) Such improvements shall be constructed in a manner which minimizes any interference with the construction and operation of Tenant's Building to the extent reasonably possible.
(6) The buildings shall comply with the standards of construction provided in this Lease.
(7) Such buildings shall be architecturally harmonious with the Mall.
(8) Such construction shall not modify the pedestrian or vehicular traffic circulation within the Shopping Center in a manner that is adverse to Tenant.
Prior to the commencement of the expansion of any building or the construction of a new building by Landlord pursuant to this Article, Landlord shall comply with the plan review and approval process set forth in this Lease with respect to any extension or expansion of the Mall.
(C) Provided that the Future Expansion is constructed within the first ten Lease Years, and provided that Tenant has advised Landlord of approval by Tenant's capital expenditure committee, Landlord agrees that the Future Expansion will be designed so as to accommodate an entrance to the second level of Tenant's Building and that Landlord shall cause to be constructed at its own expense (except as limited below) the second level entrance to Tenant's Building in accordance with architectural specifications to be agreed upon by Landlord and Tenant, including demolition work, installation of mall doors, mall slider pockets and architectural treatments. All other work necessary to modify Tenant's Building to accommodate the second level entrance shall be performed by Tenant, except to the extent any such work is required by Legal Requirements. Notwithstanding the foregoing, Tenant shall be responsible for all costs of the
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work for the second level mall entrance to be performed by Landlord in accordance with this Section 4.1 l(C) in excess of $200,000. All amounts due to Landlord pursuant to this Section 4.1 l(C) shall be paid by Tenant to Landlord within 30 days following Landlord's completion of the work and Tenant's receipt of an itemized bill therefor.
ARTICLE 5 - CONSTRUCTION REQUIREMENTS AND STANDARDS
5 .1 Applicability of Provisions
The provisions of this Article 5 shall apply to the Landlord Improvements and Tenant1s Improvements to be constructed pursuant to the provisions of Article 4 hereof, as well as any subsequent construction, repair and maintenance work to be performed by Landlord or Tenant with respect to the buildings and improvements on the Shopping Center, or the Demised Land, as the case may be or with respect to the installation, relocation or repair of any utility lines within the Shopping Center. Landlord further agrees to cause the Department Stores to comply with their obligations under the respective Majors Leases to similarly conduct their work in accordance with the provisions of this Article 5 to the extent provided in the respective Majors Leases.
5.2 Conduct of Work
(A) Each Party during the performance of its work shall perform such work in a manner so as not to unreasonably impede the orderly flow of pedestrian or vehicular traffic or access to any portion of the Shopping Center. Tenant further agrees that in the course of the initial construction of Tenant's Improvements, Tenant shall not unreasonably adversely affect the staging areas and shall not adversely affect other areas of the Shopping Center and shall leave the staging areas and the surrounding areas in a reasonably neat and clean condition.
(B) All work performed by Landlord or Tenant, as the case may be, shall be performed at the sole risk of the Party performing such work, and the other Party shall not be responsible for any loss or damage unless caused solely by its wrongful act, or misconduct, or negligence.
5.3 Hazards and Unsiihtliness
If at any time that either Party hereto is performing any work which could reasonably be deemed to constitute a hazardous condition, or detract form the appearance of the Shopping Center, such Party shall erect and maintain through the course thereof adequate and attractive barricades or other protective devices providing protection to and screening such work from the public. Such barricades around building exteriors and exterior staging areas may be constructed
l:\CPI\WALT\L&T1.13 20 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page 27 of 90 of six (6) foot high woven wire fencing. Such barricades and/or other protective devices shall comply with applicable Legal Requirements and Insurance Requirements.
5.4 Construction Cooperation
All work performed by either Party shall be conducted: (A) in such a way so as to cause a minimum of interference with the work then being performed by the other, as well as the conduct of business in the Shopping Center; and (B) by contractors who shall be required to maintain good labor relations, to work in harmony with other contractors and coordinate their work with that of other contractors.
5.5 Design and Construction Standards
All design work including the Shopping Center Expansion as well as that affecting Tenant's Building and Tenant's Improvements shall be performed in accordance with design documents prepared by licensed architects or engineers. All work shall be of first class and sound workmanship and shall conform to all applicable Legal Requirements, and all materials and equipment incorporated into the improvements shall be free of any liens or other forms of security interests by the direct or indirect vendor thereof.
5.6 Consents and Approvals
Any consent given by either Party hereto with regard to arty plans or any work done thereunder shall not relieve the other of its obligations under this Lease or of compliance with Legal Requirements and Insurance Requirements, nor shall it relieve its architect or engineer of any obligations or duties under law, and further, any such consent or approval shall not constitute an assumption or waiver by the party so consenting or approving of the obligations or duties of the other or of any architect or engineer under this Lease or by virtue of any other agreements or applicable law.
5.7 Construction Easements
During the time of construction of Tenant's Improvements and during any subsequent work by Tenant, Landlord grants to Tenant a temporary license for only so long as is reasonably necessary in the performance of its work to use such driveways within the Shopping Center and such portions of the Parking Area on the Shopping Center as shall have been approved by Landlord for the performance of such construction or reconstruction work, the placing of Tenant's construction trailers, the storage of equipment and material used in its work, the erection of scaffolds, cranes and other construction equipment as reasonably required for the performance of such construction or reconstruction work. Landlord hereby approves the size and location of the staging areas shown on Exhibit B-1 hereto annexed which are to be used by Tenant in constructing Tenant's Improvements. Upon the completion of any work as to which a
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temporary license was granted subsequent to the initial construction of Tenant's Improvements, Tenant, at its own cost, shall make all repairs and replacements to staging areas and areas used for the erection of scaffolds, cranes and other construction equipment necessitated by any damage done by it and shall leave the area affected by such license free and clear of all loose dirt, debris, and construction material.
ARTICLE 6 - USE; OPERATING COVENANT OF TENANT AND LANDLORD
Subject to the provisions of Sections 6.6, 6.7 and 6.8 hereof, from and after Tenant's Opening Date and throughout the Lease Term, and so long as the Floor Area of the Mall Store Buildings is being used for retail merchandising and retail service purposes which are commonly found in first class regional enclosed mall shopping centers in the Region (as defined in Section 6.6) (and for office and storage purposes which are incident to the retail merchandising and services conducted therein), Tenant shall use Tenant's Building only for lawful retail merchandising and retail service purposes which are commonly found in first class regional enclosed mall shopping centers in the Region (and for office and storage purposes which are incident to the retail merchandising and services actually then being conducted in said improvements) and for no other use or purpose.
6.2 Limitation on Uses
Notwithstanding, and in addition to, any other provision of this Lease, no use or operation shall be made, conducted or permitted on any part of the Landlord Site and the Demised Premises by either Landlord or Tenant which use or operation is clearly objectionable to the development or operation of the Shopping Center. In addition, Landlord shall take such steps and diligently pursue such remedies as may be available to it so that no such objectional use or operation shall be made, conducted or permitted in any other part of the Shopping Center. Included among the objectionable uses or operations are those that produce or are accompanied by the following characteristics, which list is not intended to be all-inclusive:
(A) Any noise, litter, odor or other activity which may constitute a public or private nuisance;
(B) Any unusual firing, explosive or other damaging or dangerous hazard;
(C) Any warehouse operation, or any assembling, manufacturing, distilling, refining, smelting, industrial, agriculture, drilling or mining operation;
I:\CP1\WALT\L&T1.13 22 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page 29 of 90 (D) Any trailer court, mobile home park, lot for sale of new or used motor vehicles, labor camp, junk yard, stock yard or animal raising (other than pet shops and veterinarians);
(E) Any dumpbg, disposal, incineration or reduction of garbage or refuse other than handling or reducing such waste if produced on the premises from authorized uses and if handled in a reasonably clean and sanitary manner;
(F) Any commercial laundry or dry cleaning plant, laundromat, veterinary hospital, car washing establishment, mortuary or similar service establishment;
(G) Any automobile body and fender repair work;
(H) Any so-called "flea-market" or outdoor sales area;
(I) Any so-called "fire", "bankruptcy", "auction" or other similar sale (other than auctions of high quality works of art, fine jewelry or antiques which are conducted in the ordinary course of business), or any spurious "going-out-of-business" sale;
(J) Any operation or activity which would violate the policies, rules and regulations established by Landlord under the provisions of Section 9 .4 hereof provided, as to Tenant, that Tenant has approved such rules;
(K) Any manufacture, use or storage of any Hazardous Materials (it being understood and agreed, however, that there now exist Hazardous Materials, particularly asbestos, within some of the existing buildings within the Shopping Center and that the Hazardous Materials may remain therein so long as the same complies with all applicable laws governing such Hazardous Materials, and any removal of such asbestos or other Hazardous Material shall be in compliance with applicable law and performed at no cost or expense to Tenant);
(L) Any noise or sound that is objectionable due to intermittence, beat, frequency, shrillness or loudness except for normal noise incident to the operation of the retail business being conducted therein;
(M) Any obnoxious odor; or
(N) Any dust, dirt or fly ash in excessive quantities.
l:\CPI\WALT\L&T1.13 23 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 30 of 90 Landlord agrees to cause the tenants and occupants of the Shopping Center to comply with the foregoing limitations, provided, however, with respect to the leases and occupancy agreements signed on or before the date hereof, Landlord shall cause compliance to the extent such enforcement is permitted by the terms of such leases and occupancy agreements.
6.3 Kiosks
Kiosks and pushcarts are permitted in the Mall only in the areas shown therefor on Exhibit B. Any kiosks and pushcarts hereafter placed in the Mall shall be designed so that they are architecturally harmonious with the Mall and shall be constructed with, and continuously maintained in, a neat and first-class condition. A replacement of an existing kiosk for an existing tenant or occupant thereof, or its assignee(s) shall not be deemed a new kiosk for the purposes of the foregoing.
6.4 Non-Interfer~nce with Common Area
(A) So as not to interfere with the use of the easements granted to the Tenant under this Lease or with the proper operation and appearance of the Shopping Center, Landlord shall not permit any merchandise or services to be displayed, sold, leased, stored or offered for sale or lease within the Common Area, except as permitted in Section 6.3 and except for occasional promotions conducted by the Merchants Association or Marketing Fund provided that such promotions may not be conducted within the Lord & Taylor Court or the Lord & Taylor Parking Area.
(B) Neither Tenant nor Landlord, nor their respective licensees, tenants, subtenants, contractors, agents or employees, shall (1) conduct any truck sales, car rental operation, or car storage, on, or otherwise obstruct, the Common Area, or the entry thereto, or (2) distribute or permit the distribution of handbills, advertising material or otherwise solicit or conduct business in the Common Area.
(C) Landlord shall use all reasonable efforts to prevent the Common Area from being used for any purpose other than for parking and ingress and egress serving the Floor Area of the Shopping Center, and the roadways or service roads located in the Common Area from being obstructed in any manner which prevents the passage of tractor-trailer trucks or other motor vehicles.
(D) Tenant shall assure that deliveries are made to, and shipments are made from, Tenant's Building only by way of the Truck Facilities serving Tenant's Building.
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(E) Except as shown on Exhibit B, no fence or other obstruction of any kind ( other than amenities or temporary construction barricades and similar type obstructions), shall be placed, kept, permitted or maintained on the Common Area of the Shopping Center.
6.5 Intentionally Deleted
6.6 Tenant's Operating Covenant
(A) For the period beginning with the commencement of the Initial Term and for 15 consecutive Lease Years thereafter Tenant will operate or cause to be operated in Tenant's Building at least 80,000 square feet of the Floor Area as a Department Store open to the public for business under the name ("Required Name") "Lord & Taylor", or under such other name which Tenant may at such time be then operating the majority of the retail department stores (and in any event, at least eight stores) of at least 80,000 square feet of Floor Area currently and hereafter operated in the New York City SMSA ("Region") and substantially in the same manner as the majority of said stores of Tenant in the Region. During all hours that Tenant's Building is open for business, it shall keep open its Mall entrances at each level that the Mall and Tenant's Building connect. (The foregoing provisions of this Section 6.6(A) are herein referred as "Tenant's Operating Covenant".)
(B) Notwithstanding anything to the contrary contained in this Lease, if, following the commencement of the Initial Term, any of the following should occur during the period of Tenant's Operating Covenant:
(1) less than sixty five percent (65%) of the Floor Area of the Mall Stores is occupied and open for business to customers,
(2) there are not at least two of the Majors open (and have agreed by not later than 24 months following the date of this Lease to be required to be operating pursuant to their operating covenants described in Section 2.3(G)), including one operating under the name 0 Macy's" and one operating under the name "Bloomingdales", or under the name under which the Major in question then operates a majority of its stores in the Region, or
(3) Landlord is in material default of Landlord's Operating Covenant set forth in Section 6.8 hereof excluding the condition described in Section 6.6(A)(l) above and notice thereof has been given by Tenant to Landlord,
then, Tenant's Operating Covenant shall be deemed terminated if the condition giving rise to such termination is not cured as provided below (and which shall be Tenant's sole remedy in the case of the events described in Section 6.6(B) (1) and (2) above):
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(a) Landlord shall have twelve (12) months after occurrence of the condition in Section 6.6(A)(l) to increase the occupancy of the Floor Area of the Mall Store Buildings so that at least sixty five (65%) of the Floor Area is occupied by tenants or operators conducting business therein.
(b) Landlord shall have 12 months following the date that the condition described in Section 6.6(A)(2) commenced to cause such Major(s) to recommence its operation, provided that such cure period shall only apply if the Major in question ceased operation in violation of its operating covenant and not pursuant to a right given to such Major in the Major's Lease.
(c) If notice was given pursuant to Section 6.6(A)(3) above, Landlord shall have thirty (30) days after receipt of such notice to cure the condition for which such notice was given, provided that if any such condition(s) cannot be cured within such thirty (30) day period and Landlord has promptly commenced and diligently pursued a cure of such condition(s) within such thirty (30) day period, and continues to diligently pursue such cure to effectuation, subject to (a) above which shall control to the extent applicable, Landlord shall have an additional period (not to exceed 120 days) after the giving of such notice reasonably required to cure any such condition(s) which could not be cured within said 30-day period.
If the condition(s) are cured within the respective applicable cure periods set forth above, then Tenant's Operating Covenant shall not be deemed terminated and shall remain in full force and effect.
6.7 Landlord's Right to Purchase Tenant's Leasehold Interest.
(A) In the event that during the Term of this Lease following the expiration or earlier termination of Tenant's Operating Covenant, at least 35,000 square feet of Floor Area of the first level of Tenant's Building is not being used for a continuous period of 365 days for retail purposes by a single operator for reasons other than Force Majeure or a temporary cessation, then Landlord, for a period of thirty (30) days immediately following the expiration of such 365 day period, shall have the one time right, but not the obligation, to purchase Tenant's leasehold interest for the purchase price specified herein. Landlord's option to purchase may only be exercised by the giving of notice by Landlord to Tenant of the exercise of the purchase option and the identity of Landlord's selected appraiser (which appraiser shall have agreed to act as such appraiser hereunder) within said thirty (30) day period.
(B) Nothing herein contained shall be construed as excusing Tenant from Tenant's Operating Covenant or limiting the rights of Landlord under this Lease, or at law, or in equity arising from the breach of Tenant's Operating Covenant.
l:\CPI\WALT\L&T1.13 26 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page 33 of 90 (C) If the option to purchase created by this Section 6.7 is validly exercised by Landlord, Landlord shall be obligated to purchase Tenant's leasehold interest (except only as provided in Section 6.6(C)(l)(h)). Tenant shall be obligated to convey Tenant's leasehold interest to Landlord as hereinafter provided:
(1) Appraisers shall be selected to appraise the fair market value of the Tenant's leasehold interest and Tenant's Improvements based upon the assumption that all extensions of the Term are exercised, based on the highest and best use that may be made thereof subject to the provisions of this Lease, taking into account the then physical condition of Tenant's Improvements and any subtenancies, liens and encumbrances that may then encumber Tenant's leasehold interest. The appraisal, which is to be made in good faith by each selected appraiser, shall be made as follows:
(a) With Landlord's notice exercising the purchase option, Landlord shall notify Tenant of its selection of an appraiser, identifying the appraiser and stating that such appraiser has agreed to act as an appraiser hereunder.
(b) Within fifteen (15) days following Tenant's receipt of Landlord's notice of its exercise of the purchase option and of such selection of the appraiser, it shall notify Landlord of its selection of an appraiser, identifying the appraiser.
(c) Within fifteen (15) days following Tenant's selection of an appraiser, the two appraisers selected by Landlord and Tenant shall select a third appraiser.
(d) All appraisers selected shall be qualified MAI appraisers having at least five (5) years of experience in appraising similar commercial real property.
(e) Within thirty (30) days following the date of the selection of all three appraisers, each appraiser shall submit to Landlord and Tenant his/her good faith appraisal of such fair market value as hereinabove set forth. The "appraised value" shall be the mean average of the two highest appraisals. If the appraisal of the appraiser selected by either Landlord or Tenant shall be different by 15% or more from the appraisal of the third appraiser, then such appraisal shall be disregarded and the "appraised value" shall be the mearr average of the two remaining appraisals. If the appraisals of both the appraiser selected by Landlord and the appraiser selected by Tenant shall be different by 15% or more from the appraisal of the third appraiser then the "appraised value" shall be the mean average of the two highest appraisals.
1:\CPI\WALT\l&T1.13 27 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 34 of 90 (f) Each Party hereto shall pay the appraisal fee of the appraiser appointed by that Party and one-half(½) of the appraisal fee of the third appraiser.
(g) If Tenant fails to designate an appraiser, or if the two appraisers selected by Landlord and Tenant fail to select a third appraiser, within the respective time periods hereinabove set forth ( as to such periods, time shall be of the essence), then, in each of such events, either Party may request the American Institute of Real Estate Appraisers to select such appraiser.
(h) Upon determination of the appraised value, Landlord may withdraw its election to purchase Tenant's leasehold interest on notice to Tenant in writing given within ten days after the determination of the appraised value and in such event Landlord shall no longer have the right to purchase Tenant's Leasehold Interest in accordance with this Section 6.7.
(2) The closing shall occur at a time, place and date agreed to by the Parties within thirty (30) days of the receipt of the Parties of the last appraisal and shall occur no later in any event than ninety (90) days following the date of the exercise of the purchase option by Landlord (the "Closing").
(3) Tenant shall convey to Landlord at the Closing all of Tenant's then rights, title and interest in the Demised Premises and in accordance with Section 22.1, subject to all matters of record, in its then "as-is" condition. At closing, Landlord and Tenant shall execute a termination of this Lease but Landlord shall assume all of Tenant's obligations relating to the Demised Premises and any occupants of the Demised Premises from and after the Closing with respect to (a) any subtenants occupying the Demised Premises of whom Landlord had prior notice and whose sublease is for a term of more than five years and (b) any subtenants occupying the Demised Premises whose sublease is for a term of not more than five years whether or not Landlord had prior notice.
(4) Landlord shall pay to Tenant in cash at the Closing, by wire transfer to the bank of Tenant's selection, which must be received by the bank before the Closing may be effectuated, a "purchase price" equal to: 115% of the "appraised value" as hereinabove determined if at the time of the Closing, the Shopping Center is being used primarily for retail purposes, or 150% of the "appraised value" if at the time of the Closing, the Shopping Center is no longer being used primarily for retail purposes, or, in any event, if greater, the then book value of the Demised Premises and Tenant's Improvements. With respect to any judgment lien, mechanic lien or mortgage lien on the Demised Premises on the date of Closing which was created by Tenant (Tenant's Lien), Tenant may elect to cause a portion of the purchase
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(5) Taxes shall be allocated as of the date of the Closing. Tenant shall be responsible for all taxes attributable to the Demised Premises which Tenant is responsible to pay under this Lease attributable to the period prior the date of Closing. Landlord shall be responsible for the balance of the Taxes attributable to the Demised Premises. An appropriate adjustment shall be made in the purchase price to reflect such allocation. At either Party's election, amounts allocated for Taxes not yet due and payable may be put in an escrow account for the payment of the Taxes. In making the above required Tax allocation, as to any assessment which may be paid in installments, Tenant shall only be responsible for the payment of installments which are required to be paid prior to the date of Closing for the period prior to the date of Closing and that Taxes shall be allocated on the basis of the most recent assessment. In the event any contest of Taxes is pending, Tenant shall be entitled to any reimbursement which Tenant obtains.
(6) Landlord shall pay all costs of Closing, including without limitation, transfer taxes and other costs incurred in conjunction with the effectuation of the purchase option.
(D) The purchase option shall terminate upon the failure of Landlord to exercise, as herein provided, the purchase option within the thirty (30) day period identified in Section 6.7 (A) hereof. A Party shall not be obligated to close in the event that the other Party does not meet its obligations specified herein in a timely manner after the exercise of the purchase option, and both parties shall have all remedies provided by law in the event the purchase is not closed as herein provided. Time shall be of the essence with regard to the obligations of the Parties under this Section 6. 7
6.8 Landlord's Operating Covenant
(A) "Landlord's Operating Covenant" means the covenant of the Landlord to operate the Shopping Center Site in accordance with the provisions of this Section 6.8.
(B) Landlord covenants and agrees that Landlord will operate or cause to be operated the Mall Store Buildings from the Tenant's Opening Date for a period of fifteen (15) years and so long thereafter during the Term as Tenant shall be operating (subject to temporary cessations for repair, restoration, reconstruction, alteration, the events described in Article 26) a retail facility on the first level of Tenant's Building of at least 50,000 square feet of Floor Area.
(C) During the Landlord's Operating Covenant, Landlord shall keep the Landlord Improvements open and continuously manage and operate the Shopping Center Site as a
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complex of retail stores and commercial and service enterprises that are an integral part of a first class regional shopping center.
(D) During the Landlord's Operating Covenant, Landlord shall operate the Landlord Improvements so that the Floor Area of the Mall Stores is utilized to the maximum extent commercially feasible considering the objective of maintaining a balanced and diversified grouping of retail stores, merchandise, services and other uses typically found in a majority of first class regional enclosed mall shopping centers.
(E) During the Landlord's Operating Covenant, Landlord shall operate the Shopping Center Site:
( 1) under the name "Walt Whitman Mall" and under no other name;
(2) with a high quality of management and operation;
(3) with the layout shown on the Site Plan;
(4) within the confines of the Shopping Center Site and without withdrawing any real property from the Shopping Center Site or adding any real property to the Shopping Center Site;
(5) with the Mall lighted, ventilated and properly heated or cooled for good operation at least during the hours of 10:00 a.m. and 9:30 p.m. Monday through Saturday and the hours of 12:00 noon and 6:00 p.m. Sunday or the hours that Tenant's Building is open, whichever is less, and with all entrances to the Mall open during such hours;
( 6) without substantially or materially changing, modifying or altering the exterior or mall design of the Landlord Improvements; provided, however, that the foregoing shall not apply to changes in the store fronts of Mall Stores; and
(7) with Parking Area maintained in accordance with Landlord's obligations under Section 9 .3 hereof.
(F) If Tenant shall cease operating in breach of Tenant's Operating Covenant then Landlord's Operating Covenant shall terminate and have no further force or effect from and after the date upon which Tenant shall have breached Tenant's Operating Covenant.
(G) If subsequent to the expiration of the fifteen (15th) year after the Tenant's Opening Date,
I:\CPI\WALT\L&T1.13 30 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 37 of 90 (1) Tenant shall be operating a retail facility on the first level of Tenant's Building of at least 50,000 square feet of floor area, but no other Department Store shall be operating in the Shopping Center, then Landlord's Operating Covenant shall be limited so that Landlord's obligations shall be to maintain Lord & Taylor Parking Area and the entrances and exits thereto; or
(2) Tenant shall be so operating a retail facility in Tenant's Building and only one other Department Store shall be operating in the Shopping Center, then Landlord's Operating Covenant shall be limited so that Landlord shall not be obligated to operate more than sixty-five (65%) of the Floor Area of the Mall Stores located between Tenant's Building and such other Department Store Building as shall be reasonably feasible under prevailing business practices.
6.9 Interruption of Business
A temporary cessation of business by Tenant or by any tenant or occupant of Floor Area in the Shopping Center shall not be deemed a cessation of business for purposes of this Article if such cessation:
(A) is occasioned by Condemnation or Damage or Destruction;
(B) is caused by Force Majeure;
(C) is not longer in the aggregate than three (3) months in duration in any 12 month period; or
(D) is in connection with an assignment of Tenant's interest hereunder if such cessation is for a period of not more than nine months and such cessation is caused by the changeover or renovation of Tenant's Building to accommodate the business of the assignee, provided that the three month period of Section 6.9(C) shall not be added to the nine month period.
Nothing herein contained shall be deemed to prohibit a cessation of business in Tenant's Building following the expiration or earlier termination of Tenant's Operating Covenant.
6.10 Subordination of Tenant's Operating Covenant.
Tenant's Operating Covenant shall be subordinated to the lien of any leasehold mortgage or sale and leaseback of Tenant's leasehold interest pursuant to Section 7.6 so that (A) in the case of a leasehold mortgage, a purchaser in any foreclosure proceedings or pursuant to any exercise of power of sale, or any grantee under a deed in lieu of foreclosure and all successors to or through any such purchaser, or to or through any such grantee, shall take title free and clear of Tenant's Operating Covenant, and (B) in the case of a sale and leaseback of Tenant's leasehold
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ARTICLE 7 - ASSIGNMENT AND SUBLETTING
7 .1 No Consent of Landlord is Required
Notwithstanding anything to the contrary and subject to all provisions of this Lease, Tenant shall have the right to assign this Lease or sublet the Demised Premises, or otherwise transfer its interest in this Lease or the Demised Premises, in whole or part (collectively a Transfer), without Landlord's consent, subject in any event to the provisions of Tenant's Operating Covenant if then in effect. Tenant shall provide Landlord with a copy of any assignment of this Lease or sublease within 30 days following its effective date.
7.2 Release of Tenant
(A) If Tenant shall Transfer all of its interest in the Demised Premises and assign its rights under this Lease with respect to the Demised Premises, then except as otherwise provided in Section 7.2 (C), Tenant shall be released from all further liability with respect to the Demised Premises thereafter accruing under this Lease from and after the date upon which the transferee shall become liable for the terms, conditions, covenants and agreements in this Lease thereafter to be kept, observed and performed by its respective transferor, but provided and only on condition that: (1) a duly executed and acknowledged copy of the instrument by which the transferee shall have become liable for the obligations of its transferor shall be delivered to Landlord; and (2) all amounts which shall then be due and payable by Tenant to the Landlord under this Lease shall be paid to the Landlord or adequate provisions shall be made for payment of all amounts which are legitimately payable. Notwithstanding any Transfer, Tenant's obligation to complete the Tenant's Building and to open the Tenant's Building pursuant to this Lease and to operate under Tenant's Operating Covenant shall be and remain the personal covenants of Tenant, enforceable in law or equity (including, without limitation, the remedy of specific performance) against Tenant notwithstanding any such Transfer.
(B) Tenant shall be released, however, from the personal covenants of Tenant, upon its transfer of its interest in the Demised Premises ("50% Transfer") to a transferee that acquires
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more than fifty percent (50%) of Tenant's Lord & Taylor stores then operating in the Region (including the Fifth A venue Store) if such transferee by written instrument in recordable form expressly assumes all of Tenant's obligations under this Lease after the date of the transfer, including Tenant's Operating Covenant if then in effect.
(C) Notwithstanding the foregoing, Tenant shall not be released pursuant to Section 7.2 (A) or (B) from its obligations or liability under this Lease to the extent provided in Sections 7.2(A) or (B) unless Tenant's transferee assuming such obligations and liability has a net worth of at least One-Hundred Million Dollars ($100,000,000) in 1997 Equivalent Dollars immediately prior to and following such Transfer.
(D) In all instances in which The May Department Stores Company is not released from liability hereunder following a Transfer, The May Department Stores Company shall, in addition to Tenant or its assignees, be entitled to copies of all default notices sent by Landlord to the then Tenant.
7.3 Mortgages and Sale Lease backs of Tenant's Leasehold Estate.
(A) Tenant may, subject to the terms and conditions of this Section 7.3, from time to time, without further consent of Landlord, Landlord's mortgagee or any other person with any interest arising by, under or through Landlord, mortgage or otherwise finance and encumber any and/or all of the Demised Premises, Tenant's leasehold estate and Tenant's property and rights hereunder as security for payment of a bona fide indebtedness or enter into a sale and leaseback with respect to the Demised Premises, its leasehold estate and Tenant's property and rights hereunder provided that the holder of such mortgage or security interest is an Institutional Lender. Any leasehold mortgage or sale and leaseback shall provide (1) that all rights of the mortgagee shall be subject to the provisions of this Lease, (2) that upon expiration or sooner termination of the Term of this Lease, the Demised Premises shall be free and clear of the security interest created by the leasehold mortgage or sale and leaseback, (3) that any insurance proceeds or Condemnation Awards shall be first applied to any required reconstruction by Tenant under this Lease and ( 4) in case of any conflict between this Lease and any leasehold mortgage or sale and leaseback, the terms of this Lease shall prevail with respect to the interests of Landlord. The holder of the mortgage or the landlord's interest in the sale and leaseback or its assigns may enforce Tenant's mortgage or terminate Tenant's rights under the sale and leaseback and acquire Tenant's title to the leasehold estate in any lawful way and, pending foreclosure of Tenant's mortgage or termination of Tenant's possessory rights, may take possession of and rent the Demised Premises, and upon the foreclosure of Tenant's mortgage or acquisition of Tenant's possessory interest may, without further consent of Landlord, sell and assign the leasehold estate; provided, however, that the mortgage and any transfer shall be subject to all of the terms of this Lease, except for Tenant's Operating Covenant as provided in Section 6.10. Any person acquiring such leasehold estate so sold and assigned by the Tenant's mortgagee or the holder of the Landlord's interest in the sale and leaseback shall be liable to perform the obligations
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imposed on Tenant by this Lease only during the period such person has ownership of Tenant's leasehold estate or possession of the Demised Premises.
(B) If Tenant shall assign its interest in this Lease in connection with a sale and leaseback and shall become vested simultaneously with a leasehold estate or similar possessory interest in the Demised Premises by virtue of a lease made by the assignee, or lessee, as the case may be, or if, in order to secure an indebtedness, Tenant shall convey its interest in the Demised Premises by way of a mortgage and it shall retain a possessory interest in the Demised Premises, then in no such event shall the assignee of this Lease under any such sale and leaseback or the trustee, beneficiary or mortgagee under any such mortgage, be deemed by reason thereof to have assumed any of Tenant's obligations hereunder except as provided in the following sentence and all obligations shall continue to remain those of Tenant alone and Tenant shall not be released from its obligations hereunder, so long as it shall retain such possessory interest, and performance by Tenant of any act required to be performed under this Lease by it or fulfillment of any condition of this Lease by Tenant shall be deemed the performance of such act or the fulfillment of such condition by assignee, lessee, trustee, beneficiary or mortgagee, as the case may be, and shall be acceptable to Landlord with the same force and effect as if performed or fulfilled by such assignee, lessee, trustee, beneficiary or mortgagee. No such assignee, lessee, trustee, beneficiary or mortgagee shall be treated as having assumed Tenant's obligations under this Lease until it terminates Tenant's possessory interest in the Demised Premises (by foreclosure, deed in lieu of foreclosure, termination of the sale and leaseback, or otherwise).
(C) The mortgagee or the landlord under a sale and leaseback affecting Tenant's interest under this Lease shall be entitled to receive notice of any default by Tenant under this Lease, provided that prior to the giving of the notice of default such holder or landlord shall have delivered a notice in the following form to Landlord:
The undersigned, whose address is ______does hereby certify that it is the holder of a lien upon ( or the landlord under a sale and leaseback on) the interest of Tenant. In the event that any notice shall be given of the default of Tenant, a copy thereof shall be delivered to the undersigned at its address set forth herein who shall have all rights of such party to cure such default. Failure to deliver a copy of such notice to the undersigned shall in no way affect the validity of the notice of default with respect to such party, but shall make the notice invalid with respect to the interest of the undersigned.
Any notice to such mortgagee or the landlord under a sale and leaseback shall be mailed to the address referred to in the form of notice set forth above and in the same manner provided in Article 25. Giving of or failure to give any notice of default or the failure to deliver a copy to any mortgagee or landlord under a sale and leaseback shall in no event create any liability on the part of Landlord. Such mortgagee or landlord shall be permitted to cure any such default within thirty (30) days after a copy of the notice of default shall have been sent to the holder of such mortgagee or landlord under a sale and leaseback, provided that, in the case of a default which
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ARTICLE 8-RENT
8.1 Ground Rent
Beginning with the commencement of the Initial Term, Tenant shall pay to Landlord Ground Rent at the rate of $220,000.00 per annum for each Lease Year, payable in equal monthly installments of$18,333.33 on the first day of each month without demand.
8.2 Rent
In addition to Tenant's obligation to pay Ground Rent, Tenant, beginning with the commencement of the Initial Term, shall also be obligated to make payments to Landlord on account of Common Area Maintenance as set forth in Article 9 hereof, Tenant's Taxes as provided in Article 10 of this Lease, Merchant's Association contribution in accordance with Article 24. Tenant's payments and any other payments which Tenant may be required to make to Landlord under this Lease are sometimes hereinafter collectively referred to as "Rent" and shall be made at the times required by this Lease without abatement or offset to Landlord except as specifically set forth in this Lease, at its address above given, or the appropriate Taxing Authority, as the case may be, or to such other person and at such other place as may from time to time be designated by notice in writing from Landlord to Tenant. If Tenant shall fail to pay any Rent when the Rent becomes due and payable, such unpaid amounts shall bear Interest from the due date thereof to the date of payment, and such Interest shall be deemed additional rent.
ARTICLE 9 - COMMON AREA
9 .1 Common Area Defined
"Common Area" means all of those portions of the Shopping Center which are from time to time available for the non-exclusive use, convenience and benefit of the tenants and occupants of the Shopping Center and their respective Permittees. Without limiting the generality of the foregoing, Common Area shall include, all walkways (including Perimeter Sidewalks), roadways, the Ring Road, the Mall, the Parking Areas, Truck Facilities used by more than one occupant, common utility facilities, rest rooms, stairways and escalators and elevators not located within the building of any tenant or occupant, parking structures, pedestrian bridges, bus stops,
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those corridors which are required by fire codes of governmental regulations or required for public protection or safety and which are not Floor Area, Common Area maintenance offices, and equipment sheds used solely for the storage of Common Area maintenance equipment. The Common Area shall not include loading docks exclusively reserved for the use of any one occupant or Tenant.
9 .2 Common Area Maintenance Payments
Commencing with the commencement of the Initial Term and continuing during such time or times that Landlord is operating the Shopping Center in accordance with the terms of Section 6.8 of this Lease, as Tenant's sole contribution towards the operation, maintenance, replacement and repairs of the Common Area (including, without limitation, the cost of Common Area insurance premiums and taxes on or with respect to Common Areas) and the performance of all acts in connection therewith, Tenant shall pay to Landlord as additional rent ("Tenant's Common Area Maintenance Payment") as follows:
(A) During the First Partial Accounting Period and during each of the first ten (10) Accounting Periods following the First Partial Accounting Period, Tenant's Common Area Maintenance Payment shall be an annual amount equal to the product obtained by multiplying the Floor Area of Tenant's Building by twenty cents ($0.20). In Accounting Periods and the First Partial Accounting Period which are less than 365 days duration, Tenant's Common Area Maintenance Payment due for such Accounting Periods shall be computed on a daily basis to reflect the actual number of days that are in the Accounting Period. For example, if the First Partial Accounting Period contains 110 days, Tenant's Common Area Maintenance Payment for the First Partial Accounting Period shall be the amount obtained by multiplying 110/365 by the product of the Floor Area of Tenant's Building multiplied by $0.20. Beginning on the first day of the first full month following the commencement of the Initial Term and on the first day of each calendar month thereafter that Tenant is required to pay its Common Area Maintenance Payment, Tenant shall make payments to Landlord in arrears for the preceding calendar month in an amount equal to one twelfth (1112th) of Tenant's Common Area Maintenance Payment then in effect for the preceding calendar month. Payments for a partial month shall be prorated based on the number of days in the month.
(B) Commencing on the first day of the eleventh Accounting Period following the First Partial Accounting Periods and every five (5) years thereafter, Tenant's Common Area Maintenance Payment shall be adjusted by increasing the number by which the Floor Area of Tenant's Building is multiplied to determine such payment by five cents ($0.05). (So that for the eleventh through the fifteenth Accounting Periods, Tenant1s Common Area Maintenance Payment shall be the amount that is obtained by multiplying the Floor Area of Tenant's Building by twenty five cents ($0.25); for the sixteenth through the twentieth Accounting Periods, Tenant's Common Area Maintenance Payment shall be the amount that is obtained by multiplying the Floor Area of Tenant's Building by thirty cents ($0.30); and so on.
l:\CPI\WALT\L&T1.13 36 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman- Ground Lease (Part 1) Page- 43 of 90 (C) Notwithstanding the foregoing, if because of Tenant's Building being open for business beyond 10:00 p.m., or if, for any other reason, Tenant requires illumination of the Common Area beyond such hours, Tenant shall give Landlord reasonable advance notice thereof, and Tenant shall be responsible for and promptly pay to Landlord a fair and equitable share of the cost of so illuminating the Common Area. However, for an aggregate of eight (8) evenings in each calendar year that Tenant requires the Common Area to be illuminated beyond such hours, there will be no additional charge to Tenant for such illumination. Such waiver by Landlord shall be limited to eight (8) times in a calendar year and shall be non-cumulative.
(D) The term "Accounting Period" means any period beginning on February 1 and ending on the next following January 31, but not including the First Partial Accounting Period. The period commencing with the commencement of the Initial Tem1 extending up to the following January 31st is herein referred to as the "First Partial Accounting Period".
9.3 Landlord's Obligations with Respect to Common Area
Landlord shall, at all times during the Term of this Lease, maintain or cause to be maintained the Common Area in good repair and in a safe condition, reasonably clean and free of rubbish, debris, ice, snow or other hazards to persons using the Common Areas. The foregoing obligations shall include, but shall not be limited to, the removal of snow and ice from all driveways, Parking Areas and walkways. Landlord shall make or cause to be made all repairs, replacements and improvements necessary to maintain the Common Area in the foregoing repair and condition and Landlord's maintenance, at a minimum, shall conform to the prevailing practices in effect in similar first-class regional shopping centers located in the Region and shall be in compliance with Section 6.5 hereof, and shall observe the following standards:
(A) Maintain the floor surfaces of the Mall in a smooth condition and evenly covered with the type of surfacing material installed thereon in accordance with Landlord's Final Plans or such substitute thereof as shall have been approved by Tenant.
(B) Maintain the surface of the Parking Area, roads, pedestrian bridges, Parking Deck, and sidewalks level, smooth and evenly covered with the type of surfacing material originally installed thereon, or such substitute thereof as shall be in all respects equal thereto in quality, appearance, and durability.
(C) Keep the Mall clean and reasonably free of all papers, debris, filth and refuse.
(D) Keep the Parking Area and Perimeter Sidewalks clean and reasonably free of all papers, debris, filth, refuse, snow and ice.
(E) Subject to the provisions of Section 9.3 (Q) hereof keep the Mall and all entrances thereof open and operating and provide heating, cooling and ventilation as well as lighting for the Mall and to maintain the air conditioning system therein, in such
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(F) Maintain. repair and replace such appropriate Parking Area entrance, exit and directional signs, markers and lights in the Shopping Center as shall be reasonably required.
(G) Clean lighting fixtures within the Mall and Parking Area and relarnp and reballast as needed.
(H) Maintain, repair and replace landscaping.
(I) Maintain, repair and replace striping, and replace markers, directional signs, etc., as necessary to maintain in a first-class condition.
(J) Maintain all signs of the Mall and Parking Area (but not those of Mall Stores or Department Stores) and use reasonable efforts to cause the occupants of the Mall Stores and Department Stores to maintain their storefront signs, in a clean and orderly condition, including relarnping and repairing as may be required to the extent permitted by the leases or occupancy agreements with the Mall Stores and Department Stores.
(K) Provide uniformed security personnel to patrol the Common Area, in numbers as reasonable at the time and during all hours that the Common Area is required to be operated, and such other hours, as reasonable at the time for the safe and orderly operation of the Shopping Center in accordance with prevailing practices for regional shopping centers in the Region. While the furnishing of security personnel can not be an assurance of safety or the absence of crime, but Landlord will provide security at a level that may be reasonably anticipated to deter crime affecting persons and property, including vandalism and other crimes that might deter patronage of the Shopping Center or endanger the persons or property or employees of tenants of the Shopping Center.
(L) Maintain and keep in a sanitary condition public restrooms and other common use facilities.
(M) Clean, repair and maintain all utility systems serving the Mall, and all common utility facilities to the extent that the utility systems are not cleaned, repaired, replaced and maintained by public utilities or governmental agencies.
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(0) Furnish necessary pest (including rodent) abatement controls in the Mall.
(P) Maintain, repair and replace the Parking Deck and pedestrian bridges as necessary to keep them in a first-class, safe and clean condition and provide at least as much parking as required by the Parking Ratio.
(Q) Promptly remove any graffiti after its appearance within the Shopping Center and restore the surface that was defaced to its condition prior to the application of the graffiti.
9.4 Rules and Regulations
(A) Tenant shall comply with all reasonable rules and regulations which Landlord may promulgate for the regulation of the Common Area, provided that a copy of such rules and regulations shall have been given to Tenant by Landlord, that such rules and regulations shall not be inconsistent with any of the provisions of this Lease and Tenant shall have consented to those rules and regulations which apply to Tenant. Landlord, from time to time, may designate with the approval of Tenant, one or more sections of the Parking Area of the Shopping Center which shall not be closer than 400 feet from Tenant's Building, for the parking of motor vehicles by the employees of Tenant and the other tenants and occupants of the Shopping Center. Tenant agrees to use reasonable efforts to cause its employees, and Landlord agrees to use reasonable effort to cause the employees of the other tenants and occupants of the Shopping Center, to park their vehicles only in such designated areas. If in Landlord's judgment reasonably exercised there exists a need for additional parking for employees during peak holiday periods, and Landlord determines that such parking is reasonably available, Landlord shall use reasonable efforts to provide off-site parking (which shall be lit and policed to the extent reasonable under the circumstances) within a reasonable distance from the Shopping Center for employee parking during such periods.
(B) Landlord shall impose no charge for non-valet parking in the Shopping Center. Landlord may offer and charge for valet parking without the consent or approval of Tenant. Landlord agrees to make its decisions as to the location of any valet-parking drop-off/pickup point or points based on its good-faith judgment as to how to optimize the benefit of the valet parking operation for the Shopping Center as a whole, provided, however, if the valet-parking drop-off/pick-up point will be located at the Mall entrance across from the Macy Court shown on Exhibit B, the portion of the Parking Area north of said Mall entrance will not be used as the valet parking area. In the event that Landlord charges for valet parking as provided herein, Landlord shall establish a system which permits Tenant to "validate" parking tickets of its customers, provided that Tenant pays to Landlord the parking charges incurred by those customers for whom it has validated parking tickets within thirty days after being billed therefor
l:\CPI\WALT\L&T1.13 39 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 1) Page- 46 of 90 by Landlord. In establishing validation procedures for parking tickets, Landlord agrees not to offer any free parking time or rebates of parking charges or other reductions or incentives of any nature with regard to parking charges to other Department Stores or Mall Store tenants without offering "free" parking time or rebates of parking charges to Tenant on the most favorable basis that they are offered to such other Department Stores or Mall Store tenants. On prior notice to Landlord, Tenant may establish its own valet parking system in an area approved by Landlord within the Lord & Taylor Parking Area.
9 .5 Liens with Respect to Common Area
Landlord and Tenant shall each use their diligent efforts to ensure that the Common Area is not encumbered by any mechanic's lien, judgment lien, or notice of intention to file such a lien on account of any work performed by Landlord or Tenant, as the case may be. Whenever and as often as any notice of or claim for a mechanic's lien or judgment lien is filed against the Common Area, or any such lien attaches to the Common Area, Landlord or Tenant, as the case may be, shall discharge such lien of record (by payment, bonding or otherwise) within twenty (20) days thereafter.
9.6 Tenant Take-Over of Common Area Maintenance
(A) Notwithstanding anything contrary in this Lease, Tenant may terminate Landlord's obligation to operate and maintain the Lord & Taylor Parking Area as provided in Section 9.3 by giving 60 days notice to Landlord. Except as provided in Section 9.8(C), such termination shall be final, and thereafter Landlord shall have no obligation to operate and maintain the Lord & Taylor Parking Area and Tenant shall have no further obligation to pay Common Area Maintenance Payments following the date of such termination.
(B) After such termination by Tenant, Tenant shall perform the maintenance obligations on the Lord & Taylor Parking Area in accordance with the provisions of Section 9.3.
(C) After such termination by Tenant, Tenant may return the obligation to Landlord to perform the maintenance of the Lord & Taylor Parking Area upon 90 days notice to Landlord, and Tenant shall thereupon continue to make the Common Area Maintenance Payments to Landlord in accordance with the provisions of Section 9 .2.
9.7 Changes in Common Area
Except as specifically permitted in Sections 4.11 (8)(8), 6.3 and 6.4(E) of this Lease or as otherwise permitted in Articles 13 and 14, no changes shall be made in the layout or configuration of the Common Area or the location or design of Common Area improvements during the Term of this Lease following the completion of the Shopping Center Expansion without the prior written approval of Tenant, which approval may be granted or withheld in
l:\CPI\WALT\L&T1.13 40 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 47 of 90 Tenant's sole discretion. Notwithstanding the foregoing, Tenant shall not unreasonably withhold its consent to the modification, alteration or renovation of Common Area except for changes (A) to Permissible Building Areas for all buildings, (B) to Parking Area layouts, curb cuts, traffic flow patterns and sight lines, (C) to the Ring Road or the access roads, (D) to Lord & Taylor Court (or affecting the Lord & Taylor Court, including, but not limited to, sight lines), (E) in the width of the Mall except for Mall Store "pop-outs", (F) in the location and size of entrances and exits to and from the Mall, and (G) that are not of uniform quality throughout the Mall, the consent to which may be granted or withheld in the sole and absolute discretion of Tenant. At its own cost and with the other Party's prior approval, each Party may make minor changes to amenities and landscaping adjacent to the Tenant's Building in the case of Tenant, and in the balance of the Common Area in the case of Landlord. Landlord shall maintain the layout of the Shopping Center as shown on Exhibit B, and shall not withdraw or add real property from or to the Shopping Center without Tenant's approval subject to the provisions of Article 13 hereof.
ARTICLE 10 - TAXES
IO.I Scope
"Taxes" (and variations) means ad valorem taxes, assessments, water and sewer rents and any other tax, levy, or assessment and increase of or in any of the foregoing, assessed or imposed and levied by any governmental, public or quasi-public body ("Taxing Authority") against the Shopping Center, or any part hereof, irrespective whether such tax, assessment, and increases therein, be general or special, ordinary or extraordinary, foreseen or unforeseen. 11 Tax Year" means any Taxing Authority's fiscal year. Notwithstanding the foregoing, there shall not be included in Taxes any development fees, special assessments, mitigation fees, highway or water or sewer fees, levies or charges (collectively "Special Assessments and Mitigation Fees") in connection with construction or installation of on-site or off-site improvements required by governmental authority or otherwise installed for the Shopping Center Expansion or the Shopping Center, and Tenant shall have no responsibility for the payment of such Special Assessments and Mitigation Fees, if any, and Landlord shall pay all such Special Assessments and Mitigation Fees when due.
10.2 Payment of Taxes
(A) (1) Landlord shall use its diligent efforts to have the Demised Land and the Tenant's Improvements including Tenant's Building separately assessed. If a separate assessment is obtained, Tenant, beginning with the later of the commencement of the Initial Term or the obtaining of the separate assessment and for the entire or the remainder of the Term, shall pay as 11 Tenant's Taxes" the Taxes assessed against the Demised Premises for the period beginning with the Initial Term to the appropriate Taxing Authority, before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the non-payment thereof.
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(B) If the Demised Land and the Tenant's Improvements including Tenant's Building are not separately assessed, and a statement from the Taxing Authority as described in Section 10.2(A) is not obtained, but the Demised Land and Tenant's Improvements, are included as part of a larger tax parcel, Landlord shall pay or cause to be paid to the appropriate Taxing Authority, before any fine, penalty, interest or cost may be added thereto, or become due or be imposed by operation of law for the non-payment thereof all Taxes becoming due to the appropriate Taxing Authority. In such event for the period beginning with the commencement of the Initial Term and for the remainder of the Term (unless and until a separate assessment is obtained pursuant to this Section 10.2) Tenant shall pay to Landlord as "Tenant's Taxes" as hereinafter provided in Section 10.2 (C), Tenant's pro rata share of the Taxes determined as follows: (i) by multiplying the Taxes attributable to the buildings and improvements on the tax parcel by a fraction, the numerator of which shall be the Gross Floor Area of Tenant's Building and the denominator of which shall be the total Gross Floor Area of all improvements on the Shopping Center included within the tax parcel of which the Demised Premises are a part, including Tenant's Building, the Mall Store Buildings and any other improvements included in the assessed value of the tax parcel; and (ii) by multiplying the taxes attributable to the land within the tax parcel ( excluding the value of improvements) by a fraction, the numerator of which is the land area in square feet of the Demised Land and the denominator of which is the total area in square feet of land in the tax parcel including the Demised Land.
(C) Tenant shall pay to Landlord, within thirty (30) days following receipt of a bill or statement therefor itemized in all reasonable detail, for any Tenant's Taxes accruing during the Tax Year for which such bill is submitted, provided, however, that Tenant shall have no obligation to pay any Tenant's Taxes more than fifteen (15) days prior to the date payment to the Taxing Authority is due. With each such bill or statement Landlord shall deliver to Tenant a true and correct copy of Landlord's official Tax bills together with a billing prepared by Landlord showing in reasonable detail the amount of the Taxes and the basis for Landlord's calculations of the amount to be reimbursed by Tenant as Tenant's Taxes.
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(E) If Landlord shall so request, Tenant shall furnish to Landlord within 30 days thereafter a copy of the official receipt(s) of the Taxing Authority to whom Tenant has paid Taxes pursuant to the provisions of Section 10.2(A).
(F) Nothing herein contained shall require Tenant to pay:
(1) any estate, corporate franchise, gross receipts, transfer or income tax of Landlord, nor shall any of the same be deemed to be included with the term "Taxes" as herein defined, provided, however, that if at any time during the Term, the method, or scope of taxation prevailing on the Commencement Date shall be altered or enlarged so that any of the foregoing are in effect a substitute imposition for Taxes theretofore levied on the Demised Premises, in whole or in part, then the same shall be deemed Taxes hereunder to the extent the charges previously included in Taxes are reduced;
(2) any Taxes on Tenant's Improvements (as opposed to Taxes assessed against the Demised Land) until Tenant's Improvements are fully included in the tax assessment;
(3) any Taxes assessed against the Parking Deck; and
(4) any Taxes assessed against the Demised Premises resulting from construction of the Future Expansion or any process initiated by Landlord affecting Tenant's Taxes.
10.3 Contest
(A) (1) If the Demised Premises are separately assessed and constitute a separate tax lot excluding any other land or improvements within the Shopping Center, Tenant shall have the right to contest the amount or validity of any Tax or assessment upon the Demised Premises ("Contest"), provided, however, that any Contest shall not be conducted in any manner which would impair the rights of others within the Shopping Center to prosecute a Contest, or who would be adversely affected by its outcome, and Tenant shall cooperate with Landlord and comply with Landlord's reasonable request to avoid impairing any such rights. Such Contest may be commenced by Tenant in its own name, and/or the name of the Landlord and/or the name of the fee owner of the property affected if such other names are required by law to commence
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such Contest. At the request of Tenant, Landlord shall execute and exercise its diligent efforts to cause the execution of appropriate instruments which Tenant may reasonably require therefor.
(2) If the Demised Premises are not separately assessed and do not constitute a separate tax lot, and at least 60 days prior to the last day for filing an application for a Contest for any Tax Year within the Lease Term, Tenant shall give notice to Landlord that it wishes to file an application for a Contest with regard to the Taxes assessed against the portion(s) of the Shopping Center which directly affect the amount of Tenant's Taxes and provided that Tenant, in good faith, has determined that such Contest is appropriate, Landlord, at Tenant's expense, shall promptly file such application prior to the expiration of the time for the filing of the Contest, and shall provide Tenant with a copy of such application.
(B) Each Party hereto shall give prompt notice to the other of its intention to commence any Contest and shall keep the other currently informed of the progress and conclusion thereof. Each Party agrees that in the event it shall commence a Contest, it shall assiduously prosecute the Contest to completion, and it shall not, without first notifying the other Party, settle or compromise the claim.
(C) In the event Landlord or Tenant obtains (by Contest or otherwise) relief from any Tax, then, unless applicable solely to the Demised Premises, the net amount thereof, after deducting costs reasonably incurred in obtaining the relief from such tax, shall be equitably apportioned between Landlord and Tenant based on the proportion that Tenant's Taxes bear to the entire amount of the Tax for which relief was obtained as a result of the Contest. Any such net Tax relief applicable solely to, or attributable to the Demised Premises, shall be paid solely to Tenant. The Party to whom payment is made as a result of the Contest, or otherwise, shall retain such amount due it as herein provided and promptly, and in any event within 10 days of receipt of such payment, pay to the other Party the remainder of the amount so received.
ARTICLE 11-REPAIRAND ALTERATIONS; SIGNS
11.1 Repair by Landlord
In addition to Landlord's obligations pursuant to the provisions of Article 9 hereof, except as a result of the sole negligence of Tenant, or Tenant's employees, agents, or contractors, and subject to the provisions of Articles 13 and 14 hereof, Landlord shall keep or cause to be kept in good order, condition and repair and in attractive appearance the Common Area, including the Mall, and the exterior portions of all buildings located on the Shopping Center Site, other than Tenant's Building, Tenant's Improvements and the Department Store Buildings, but including the Perimeter Sidewalks around Tenant's Building (and the landscaping between the Perimeter Sidewalks and Tenant's Building) in accordance with the prevailing practices in effect in similar first class regional shopping center located in the Region.
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11.2 Repair by Tenant
Tenant shall, throughout the Term of this Lease, at Tenant's own expense, keep and maintain the exterior of Tenant's Building in good order and repair, including the landscaping around Tenant's Building, and, during such time that Tenant's Building is being operated, keep and maintain the Demised Premises in good working order, condition and repair, except for (i) reasonable wear and tear, (ii) as provided in Articles 13 and 14 hereof with respect to Damage and Destruction and Condemnation, (iii) repair and replacements required to be made by Landlord under the terms of this Lease or necessitated by the sole negligence of Landlord or Landlord's employees or agents or contractors, and (iv) repairs and replacements to utilities or utility lines that are to be performed by a public utility company or governmental agency or by Landlord.
11.3 Alterations
Tenant at its own cost, and in compliance with all applicable governmental laws and regulations shall have the right, without Landlord's consent or approval, to make alterations and improvements, and to install such electric, trade or other fixtures, equipment or devices in or about the Demised Premises as Tenant may desire. Tenant may not, however, expand Tenant's Building, either horizontally or vertically, nor increase the Gross Floor Area thereof. To the extent only that Tenant's alterations materially change any aspect of the exterior of the Tenant's Building that was shown on Tenant's Plans submitted to Landlord in accordance with Section 4.7 hereof, Tenant shall submit plans for Tenant alterations to Landlord in accordance with Section 4.7. for informational purposes, provided that if such alterations are made in connection with an assignment of this Lease or subletting of the Demised Premises, the exterior of Tenant's Building shall be architecturally harmonious with and shall be of the standards of the rest of the Shopping Center. Any such alterations, improvements, fixtures, equipment and devices ( even if forming a part of or attached to the Demised Land and whether installed or done prior to or after the Commencement Date) shall be the property of Tenant and may at any time and from time to time during the Term be removed by Tenant. Subject to the provisions of Article 22 hereof, Tenant may leave any such alterations, improvements, fixtures, equipment or devices on the Demised Land at the end of the Term, or prior to the expiration of the Term may remove all or any portion thereof at the end of the Term. The foregoing shall not be deemed to permit removal of such affixed improvements as would render Tenant's Building structurally unsound or open to the elements.
11.4 Signs
(A) Tenant's signs shall comply with the following criteria:
1. Flashing, blinking, moving, animated or audible signs will not be permitted.
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3. No exposed wiring, conduit, tubing, lamps, ballast boxes or raceways will be permitted.
4. No sign, or any portion thereof, may project above the parapet or top of wall of Tenant's Building.
5. Sign letters or component shall not have exposed neon or other lamps.
6. No roof-tops signs will be permitted.
7. No free-standing, pole or pylon signs will be permitted.
Subject to the foregoing and to compliance with all Legal Requirements, Tenant shall have the right to install on the exterior of Tenant's Building its usual identification signs as such signs may exist on similar buildings operated from time to time by Tenant in regional enclosed mall shopping centers in the Region.
(B) Landlord shall cause all portions of the Shopping Center Site other than the Demised Premises and the Department Stores, to comply with the sign criteria hereto annexed as ExhibitJ.
ARTICLE 12 - MECHANICS' LIENS
12.1 Mechanics' Liens
(A) Tenant shall use its diligent efforts to prevent any mechanic's, materialman's, or other similar lien from being filed against the Shopping Center Site by reason of any work, labor, service, or materials performed or furnished of or to Tenant or anyone holding or occupying the Demised Premises through or under Tenant. If any such lien shall at any time be filed against the Demised Premises, within 30 days after receipt of notice of such filing, Tenant, without cost or expense to Landlord, shall cause the same to be discharged of record by payment, bond, order of a court of competent jurisdiction, or otherwise.
(B) Landlord shall use its diligent efforts so as to prevent any mechanic's, materialman's or similar lien from being filed against any part of the Shopping Center Site on account of any work performed by Landlord or any of its contractors or subcontractors. If any such lien shall at any time be filed, within 30 days after receipt of notice of such filing Landlord,
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without cost or expense to Tenant, shall cause the lien to be discharged of record by payment, bond, order of a court of competent jurisdiction, or otherwise.
(C) Notwithstanding the foregoing, either Landlord or Tenant as the case may be, without causing such lien to be discharged of record, may contest a mechanic's lien filed against it, provided that such mechanic's lien is for an amount not greater than an amount equal to 5% of the then net current assets of the Party against whom the lien was filed, and that it:
(1) indemnifies the other Party and its mortgagees from all claims, costs, action and liability arising from such lien or contest; and
(2) causes, by virtue of an indemnity or other proceeding or deposit of security, any title company which may have or shall be from time to time requested to furnish a title policy in connection with the financing, sale or similar transaction involving the Demised Premises or the Landlord Site, as the case may be, in such form and substance so as not to delay, adversely affect or obstruct such transaction.
ARTICLE 13 - CONDEMNATION
13. I Definitions
The following terms shall have the following meanings:
(A) "Condemnation", "Condemn" or "Condemned" means the taking of any portion of the Shopping Center pursuant to an exercise of the power of eminent domain or any conveyance in lieu of condemnation under a threat thereof to a purchaser having the power of condemnation with respect to the property in question. Condemnation also means a requisitioning by military or other public authority for any purpose arising out of a temporary emergency or other temporary circumstances for a period of time in excess of 180 days.
(B) "Condemnation Award" means any payment or other consideration made or given by Condemnor for the property Condemned.
(C) "Date of Condemnation" means the date on which title passes to, or possession is taken by, Condemnor or the date on which a deed or release is delivered, whichever first occurs.
(D) "Reconstruct" means the preparation of drawings and specifications for and the repair of any buildings, structures and other improvements remaining after or affected by Condemnation and the construction of new buildings, structures and other improvements in replacement of those removed by reason of Condemnation in order to restore the building or improvement.
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(E) "Tenant's Improvements and Leasehold Interest" means Tenant's right to use and enjoy the Demised Premises during the Term of this Lease as the Term may be extended pursuant to Section 3.2 of this Lease and shall include the rights of Tenant in and to Tenant's Improvements pursuant to the terms of this Lease.
13.2 Condemnation Award and Allocation
If Condemnor shall refuse to permit separate claims to be made by Landlord and Tenant but the claims of Landlord and Tenant are together prosecuted in the Condemnation proceeding, then if Condemnor or any board, tribunal or court having jurisdiction over any Condemnation proceeding in connection the Demised Premises or Common Area, or any part thereof, makes a complete allocation of the total amount of the damages to the property Condemned between Landlord and Tenant, Tenant shall be entitled to the amount of the Condemnation Award so allocated to Tenant's Improvements and Leasehold Interest as a result of Condemnation. If neither Condemnor nor any board, tribunal or court so allocates the Condemnation A ward, then the Condemnation Award shall be allocated between Landlord and Tenant in proportion to the respective "Appraised Value" of Landlord's interest in the Shopping Center that is Condemned and the "Appraised Value" of Tenant's Improvements and Leasehold Interest so taken as subject to this Lease on the assumption that Tenant will exercise all of its options to extend the Lease Term, and including Landlord's expectancy to receive Rent. Determination of the "Appraised Value" shall be as follows: within 30 days after final determination of the Condemnation Award, Landlord and Tenant shall each shall designate its appraiser. The appraisers selected by both Landlord and Tenant shall each have a minimum 10 years experience in appraising shopping center properties of similar type to the Shopping Center. Within 15 days after the latter designation, both appraisers shall meet and attempt to agree on the Appraised Values of both interests. Within 10 days of their meeting, the appraisers shall furnish their respective appraisals to Landlord and Tenant, and if Landlord and Tenant fail to agree in writing upon the Appraised Values within 15 days after receipt of the appraisals, Landlord and Tenant within ten days after such 15 day period shall appoint a third appraiser who shall designate as the Appraised Values the appraisal of either Tenant's appraiser or Landlord's appraiser which, in the third appraiser's opinion, is closest to the fair market value of the interest in question. Landlord and Tenant shall each pay the costs of their respective appraisers, and the cost of the third appraiser shall be shared equally by Landlord and Tenant, and the determination of Appraised Value thus made shall be binding upon Landlord and Tenant. If the Parties do not agree as to the third appraiser, or if either Party fails to designate an appraiser within the time periods hereinabove set forth, and as to such periods, time shall be of the essence, either Party upon notification to the other Party at any time thereafter during which the determination by the three appraisers is not in actual process of hearing or determination, may make application to the then presiding Assignment Judge of the Appellate Division, Second Department of the Supreme Court, State ofNew York to appoint a person to act as appraiser for and on behalf of the Party who failed to timely appoint an appraiser, or to act as the third appraiser, as the case may be. If the appraiser of either Party, or the third appraiser, shall die, fail to act, resign or become disqualified, the Party on behalf of whom such appointment was made, or both Parties in the case of the third appraiser, shall
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13 .3 Condemnation of Parking Area
(A) If any Parking Area in the Shopping Center is taken by Condemnation and the Parking Area remaining is equal to eighty (80%) or more of the number of parking spaces required by the Parking Ratio and the number of parking spaces in the Lord & Taylor Parking Area is at least 90% of the number of parking spaces prior to the Condemnation, then the parking spaces so taken need not be replaced, and such Condemnation shall not result in a termination of this Lease. However, Landlord shall not thereafter construct any additional Floor Area on the Landlord Site until the requirements of the Parking Ratio are fulfilled in their entirety.
(B) If more than twenty percent (20%) of the number of parking spaces required by the Parking Ratio in the Shopping Center is Condemned or more than ten percent (10%) of Lord & Taylor Parking Area is taken by Condemnation, then Landlord shall, to the extent physically possible and subject to Legal Requirements, Reconstruct replacement Parking Area ("Replacement Parking Area") and as permitted by Legal Requirements, in locations and configurations selected by Landlord and satisfactory to Tenant so that there shall be made available 100% of the parking spaces required by the Parking Ratio and 540 parking spaces within the Lord & Taylor Parking Area, as the case may be, and Landlord shall promptly thereafter commence and proceed with due diligence in making such parking spaces available. If, however, such Condemnation shall occur during such time that there is less than five (5) years remaining in Tenant's Operating Covenant, Landlord shall not be required to Reconstruct Replacement Parking Area to the extent that the cost thereof exceeds the amount of the Condemnation Award allocated to the Condemned Parking Area.
(C) Between the Date of Condemnation and the date Condemnor prohibits the use of Condemned Parking Area, any charge by the Condemnor for the use of Condemned Parking Area shall be borne and promptly paid by Landlord.
(D) If Landlord is required to Reconstruct Replacement Parking Area as provided in Section 13.3(B), Landlord shall within 60 days after the Condemnation submit to Tenant preliminary plans and specifications for its proposed Replacement Parking Area which shall show its location and principal dimensions (including scaled elevations and height of principal components of any multi-deck parking design concept, materials and outline specifications, traffic circulation patterns, pedestrian access routes, vertical transportation, directional graphics
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(E) Landlord shall not be obligated to Reconstruct any Parking Area by means of multi-level parking facilities if Landlord is reasonably able to replace Condemned Parking Area with replacement parking satisfactory to Tenant which is reasonably close to the Condemned Parking Area on a previously unimproved portion, if available, of the Shopping Center or if such not be available, then in an area adjacent to the Shopping Center satisfactory to Tenant and if Landlord agrees to promptly do so. Any such replacement of Parking Area shall constitute Reconstructed Parking Area and such area shall be subject to easements in favor of Tenant described in Section 1.3 hereof.
13.4 Condemnation of Floor Area and Mall
(A) If 35% or more of the Floor Area of Tenant's Building is Condemned and Tenant reasonably determines that the remainder of Tenant's Building as a result thereof cannot be reasonably used and operated for the uses and purpose to which put immediately prior to the Date of the Condemnation, Tenant shall have the right to terminate this Lease by complying with the procedures set forth in Section 13.6.
(B) If Floor Area of the Mall Store Buildings are Condemned, and as a result of such Condemnation, Tenant, upon notice to Landlord within 90 days following the Date of Condemnation to the effect that Tenant reasonably determines that such Condemnation adversely affects the operation of Tenant's business in Tenant's Building, Landlord, to the extent of the Condemnation Award received by Landlord and attributable to the Condemnation thereof, shall Reconstruct the Mall Store Buildings to the extent reasonably feasible and in its judgment economically practicable to as close to the condition thereof as existed prior to such Condemnation, but in any event so that the Mall Store Buildings connect to the Tenant's building if physically possible. If, however, more than 35% of the Floor Area of the Mall Store Buildings is Condemned during such time that there is less than five(5) years remaining in Tenant's Operating Covenant, Landlord shall not be required to Reconstruct the Mall Store Buildings, unless within 60 days following Landlord's request therefor at least one other Department Store and Tenant each agrees with Landlord to Reconstruct its respective Building if it, or a portion of it, was Condemned, and to operate a first-class retail department store therein (and in the case of Tenant, in at least 80,000 square feet of the Floor Area of Tenant's Building), for a period of at least six(6) years (which shall include any then unexpired time in Tenant's Operating Covenant)
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(C) Anything to the contrary notwithstanding, Tenant shall not have a right to terminate this Lease because of any Condemnation if there at all times remains a Shopping Center consisting of at least the following as occupied and open for retail business to the public: (a) Tenant's Building and Tenant's Improvements; (b) a Mall connecting Tenant's Building with at least one other Department Store; (c) sixty-five percent (65%) of the Floor Area in the Mall Store Buildings existing as of the date of this Lease abutting the remaining portion of the Mall and ( d) sufficient parking spaces and means of ingress or egress to the Shopping Center reasonably required to support the operation of the foregoing.
13.5 Reconstruction Limitations
(A) In the event of a Condemnation during Tenant's Operating Covenant which does not result in the termination of this Lease, Tenant shall be obligated to Reconstruct Tenant's Building and Tenant's Improvements to the extent feasible from an economic or functional standpoint subject to the provisions of Section 13.4(A). In the event of a Condemnation after Tenant's Operating Covenant has expired, Tenant shall have no obligation to Reconstruct Tenant's Building, but Tenant shall have the right to do so.
(B) In the event of Condemnation of Mall Store Buildings which does not result in the termination of this Lease, Landlord shall be obligated to Reconstruct the Mall Store Buildings and improvements which are Condemned to the extent required pursuant to Section 13.4 (B) of this Lease.
(C) Nothing contained in this Lease shall obligate Landlord to acquire any land as part of any Reconstruction, nor to waive the applicability of any laws with respect to Reconstruction.
13.6 Method of Termination
Except as otherwise provided in this Article, if Tenant has the right to terminate this Lease pursuant to this Article, it may do so by giving Landlord notice thereof at any time within twelve (12) months after the Date of Condemnation. If Tenant elects to terminate this Lease under any provision of this Article 13, then this Lease shall continue as to that part of the
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13.7 General Provisions
(A) Each Party shall promptly inform the other of any contemplated Condemnation of or affecting the Shopping Center, or any part thereof, of which it has knowledge, and shall keep the other informed of the initiation and progress of any Condemnation proceeding and any revocation or abandonment thereof.
(B) In the event of Condemnation of any improvement (located other than on the Demised Premises) which Landlord is not then obligated to Reconstruct, Landlord, as to the Shopping Center Site shall diligently pursue such rights and remedies as may be reasonably available to it in the circumstances so as to cause the affected improvement to the extent not Reconstructed, to be razed and shall grade, pave and/or landscape the areas formerly occupied thereby so that such areas are in architectural harmony with the areas and improvements upon the Landlord's Parcel.
(C) In the event of a Condemnation of any Floor Area upon the Demised Land not resulting in a termination of the Lease, then this Lease shall continue as to the portion of the Demised Land that was not Condemned and Tenant shall cause the affected improvement to the extent not Reconstructed, to be razed and shall grade, pave and/or landscape the areas formerly occupied thereby so that such areas are in architectural harmony with the areas and improvements upon the Landlord Site. Tenant's Ground Rent payments pursuant to Article 8 shall be pro rated based upon the Floor Area of Tenant's Building remaining after such Condemnation in full force and effect and Tenant's payments pursuant to Articles 9 and 10 hereof shall continue with calculation of the amount payable by Tenant thereunder being based on the Floor Area of Tenant's Building which was not Condemned.
(D) The provisions of this Article are intended to establish the rights of the parties hereto among themselves in the event of a Condemnation and such provisions shall not limit, affect or prejudice the claims which may be asserted by any of them against the Condemner. Any part of a Condemnation Award made for damage or loss of real or personal property or trade fixtures of any Party and moving expense shall be paid to the Party suffering such damage or loss.
(E) Notwithstanding a Condemnation and any termination of this Lease, Tenant shall have the right to remain in possession of the Demised Premises until such time as Tenant shall be
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(F) If this Lease is terminated by Tenant pursuant to the provisions of this Article, the Lease shall be deemed terminated as ifby passage of time, and the provisions of Article 22 shall govern and be effective with such termination and surrender, and neither Party shall have any rights against or obligations to the other for any act or circumstances thereafter occurring.
(G) In the event of Condemnation to any Department Store in the Shopping Center other than Tenant's Building, Landlord agrees to enforce the provisions of the lease or other occupancy agreement with such Department Store to the extent such provisions obligate such Department Store to restore its building.
ARTICLE 14 - DAMAGE OR DESTRUCTION
14.l Definitions
The following terms shall have the following meanings:
(A) "Damage or Destruction" means damage to or destruction of any improvement, or part thereof, caused by fire or other casualty.
(B) "Restore" (and its grammatical variations) means the act of reconstructing, repairing and replacing (including preparation of drawings and specifications therefor) any improvements or part thereof Damaged or Destroyed.
(C) "Total Damage or Destruction" means Damage or Destruction (1) to twenty-five percent (25%) or more of Floor Area of a particular improvement, or (2) which constitutes a loss to the extent of at least fifty percent (50%) of the replacement value of such improvement.
14.2 Improvements on the Demised Premises
(A) In the event of Damage or Destruction of Tenant's Building or Tenant's Improvements, Tenant shall forthwith remove any resulting debris, and subject to the provisions of Section 14.2 (B), Restore Tenant's Building. If, however, such Damage or Destruction shall occur during the period of Tenant's Operating Covenant, Tenant shall Restore at least 80,000 square feet of the Floor Area of Tenant's Building to a condition so that Tenant can operate in accordance with Tenant's Operating Covenant.
(B) Notwithstanding the provisions of Section 14.2 (A) if:
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(2) such Damage or Destruction shall occur after the expiration or earlier termination of Tenant's Operating Covenant; or
(3) a Total Damage or Destruction shall occur at a time when there shall be less than 12 months remaining before the expiration of Tenant's Operating Covenant;
then and in any event Tenant shall not be required to Restore and shall have the right and option to terminate this Lease by giving Landlord notice of such election within sixty (60) days after the date of such Damage or Destruction. If such notice is given, this Lease, and the Term, shall terminate as of the 30th day after such notice, and neither party shall have any rights against or obligations to the other for any act or circumstance occurring after such termination date, provided, however, that the termination of this Lease shall not release Tenant from the obligation to return the Demised Premises to a safe condition promptly following such Damage or Destruction and to otherwise comply with the provisions of Article 22 hereof. If Tenant is not required to Restore and Tenant does not elect to terminate this Lease, Tenant shall have the right to Restore its building on the Demised Land.
(C) While Tenant's Operating Covenant Remains in effect, the policy or policies of insurance required pursuant to Sections 15. l(A)(4) and 15. l(B) hereof carried by Tenant at such times that it does not qualify to self-insure pursuant to Section 15.3 hereof, shall contain a clause providing that any loss under the policy shall be payable to an escrowee, who shall be an institution that satisfies the requirements to self-insure. Subject to Article 14 hereof, all amounts collected on any such policy or policies while Tenant's Operating Covenant remains in effect shall be made available to the primary named insured thereunder, for the reconstruction or repair of any building or Buildings and other improvements damaged or destroyed, and shall be paid out by the escrowee, if any, from time to time as the work of rebuilding, reconstruction and repair shall progress, upon certificates by architects licensed to do business in the State of New York, having the application of the amount paid for such repairs, rebuilding or reconstruction. If the Damage or Destruction is such that the insurance proceeds are for less than $500,000.00, or if the insured Party qualifies to self insure pursuant to the terms of Section 15 .3 of this Lease, then the insurance award shall be paid directly over to the primary named insured, without the necessity of payment to the escrowee as otherwise provided in this Section 14.2 (C), but this shall not be construed as relieving the primary named insured from the necessity of repairing such damage promptly in accordance with the terms of this Lease. The loss, if any, under any policy obtained by Tenant shall be adjusted by Tenant with its respective insurance companies, by Tenant. Any excess of moneys received from insurance remaining with the escrowee after the Reconstruction or repair of such building or buildings or other improvements shall be paid to the primary named insured or its designee.
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14.3 Buildin~ and Improvements Other Than on the Demised Premises
(A) If as a consequence of Damage or Destruction to the Shopping Center there is not at least one other Department Store operating in the Shopping Center, and such condition shall continue for six consecutive months and during such six month period Landlord has not received a commitment from a Department Store to open for business in the Shopping Center, after the giving of 60 days prior notice to Landlord, Tenant, in addition to all other rights and remedies Tenant may have in the event of any related breach of this Lease by Landlord, shall have the right to terminate this Lease in accordance with Section 14.5.
(B) In the event of termination of this Lease pursuant to this Article 14, Tenant shall be under no duty to Restore Tenant's Building, but shall nonetheless be obligated to comply with the provisions of Article 22 hereof.
(C) In the event of Damage or Destruction to the Mall or the Mall Store Buildings, Landlord shall Restore such buildings and improvements to a condition at least substantially equivalent to the condition extant just prior to the Damage or Destruction and thereafter prosecute such work to completion with due diligence. If, however, such Damage or Destruction shall be a Total Damage or Destruction, and shall occur during such time that there is less than five (5) years remaining in Tenant's Operating Covenant, Landlord shall not be required to Restore such Total Damage or Destruction unless within 60 days following Landlord's request therefor at least one other Department Store and Tenant each agrees with Landlord to restore its respective Building if it was Damaged or Destroyed, and to operate a Department Store therein (and in the case of Tenant, of at least 80,000 square feet of the Floor Area of Tenant's Building), for a period of at least six (6) years after the date of the Damage or Destruction. If, in accordance with the foregoing, Landlord shall be required to Restore such Total Damage or Destruction, Landlord shall Restore Mall Stores adjacent to Tenant's Building having a Floor Area of at least equal to seventy percent (70%) of the Floor Area of Tenant's Building, in a location and configuration reasonably satisfactory to Tenant and shall Restore the Mall connecting such Mall Stores to the Tenant's Building. If Landlord is not so required to Restore and elects not to Restore such Total Damage or Destruction it shall remove any debris and partially destroyed building or improvements and clean and pave the portion of the Landlord Site on which such building or improvement stood, and such area shall be Common Area, until improved. Any construction thereon shall comply with the provisions of this Lease and shall not violate the Parking Ratio requirements.
(D) Landlord further agrees that notwithstanding any Damage or Destruction described in Section 14.3(C), so long as this Lease remains in effect, Landlord shall Restore the Parking Area (including the Parking Deck if it is Damaged or Destroyed) and other exterior Common Areas of the Shopping Center to the extent required to support parking and means of ingress and egress to the improvements then remaining in the Shopping Center, including the Demised Premises all in accordance with plans approved by Tenant in its reasonable discretion.
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(E) If Landlord elects not to Restore in the case where Landlord is not required to Restore, or, if Landlord is required to Restore as provided above and fails to commence the required Restoration within the applicable period described in Section 14.4, or commences the Restoration within the applicable period, but fails to complete the Restoration within the applicable period, Tenant, in addition to such other rights as Tenant may have at law or in equity, shall have the right on at least 60 days prior notice to Landlord to cancel this Lease in accordance with Section 14.5. Such notice shall be given within 60 days following Landlord's election not to Restore, or the expiration of the time period by when Restoration was to have commenced or been completed as the case may be, provided that if Landlord does commence Restoration and thereafter diligently prosecutes such Restoration to completion, or complete Restoration, as the case may be, prior to the termination date set forth in Tenant's notice, this Lease shall not terminate and shall remain in full force and effect.
14.4 Restoration Standards
(A) All Restoration, including construction, razing, grading, paving, landscaping and other Work shall be done in accordance with the applicable provisions of Article 4 and 5 hereof and shall commence with reasonable promptness after the date of Damage or Destruction and shall thereafter be prosecuted diligently to completion. Construction for Restoration of any Building or other improvement required to be rebuilt, repaired and restored by either Landlord or Tenant pursuant to this Article 14 shall be deemed as having been commenced with reasonable promptness if preparation of plans is commenced within ninety (90) days after a Damage or Destruction, and shall be Restored with due diligence after obtaining the Approvals and necessary building permits and shall be ready for occupancy within 18 months from the time when the Damage or Destruction occurred, unless the cost to repair such damage is $1,000,000 or less, in which case such Damage or Destruction shall be Restored within one hundred eighty (180) days from the time when the Damage or Destruction occurred.
(B) Anything herein to the contrary notwithstanding, neither Party hereto shall be required to perform Restoration work under the foregoing provisions of this Article if the other Party hereto shall also be obligated to perform Restoration work but shall not be proceeding diligently to undertake such work or to complete such work having started it.
(C) If Landlord is required to Restore the Parking Deck, it shall cause such Restoration of parking spaces to be undertaken as promptly as possible and prosecuted to completion with due diligence so that such parking spaces shall be available for use no later than the opening for business to the public of the Landlord Improvements and Tenant Building that were Restored.
(D) In the event of Damage or Destruction of any improvement (located other than on the Demised Premises) which Landlord is not then obligated to Restore, Landlord, as to the Landlord Site, shall cause the affected improvement to the extent not Restored, to be razed and
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shall grade, pave and/or landscape the areas formerly occupied thereby so that such areas are in architectural harmony with the areas and improvements upon the Landlord's Site.
(E) In the event of a Damage or Destruction of any Floor Area upon the Demised Land which Tenant is not then obligated to Restore, Tenant shall cause the affected improvement to the extent not Restored, to be razed and shall grade, pave and/or landscape the areas formerly occupied thereby so that such areas are in architectural harmony with the areas and improvements upon the Landlord Site, or Tenant may restore a building on the Demised Land, not to exceed 120,000 square feet of Gross Floor Area.
(F) In the event of Damage or Destruction to any Department Store in the Shopping Center other than Tenant's Building, Landlord agrees to enforce the provisions of the lease or other occupancy agreement with such Department Store to the extent such provisions obligate such Department Store to restore its building.
14.5 Method of Termination
Except as otherwise provided in this Article, if Tenant has the right to terminate this Lease pursuant to this Article, it may do so by giving Landlord notice thereof at any time within three months after the date of the Damage or Destruction. If Tenant elects to terminate this Lease under any provision of this Article 14, then this Lease shall continue as to that part of the Demised Premises not Damaged or Destroyed until Tenant vacates such part. In such event, Tenant's payments pursuant to Article 8 shall remain in full force and effect until the termination of this Lease and Tenant's payments pursuant to Articles 9 and 10 hereof shall continue with calculation of the amount payable by Tenant thereunder being based upon the Floor Area of Tenant's Building not Damaged or Destroyed until the termination of this Lease. Tenant, in any event, shall vacate the Demised Premises by no later than 6 months after Tenant gives the other notice of its election to terminate.
ARTICLE 15 - INSURANCE
15.1 Construction and Property Insurance
(A) Before commencing work hereunder, and during the course of its construction work as described in this Lease, each Party shall, or shall cause its contractor(s) to, effect, pay for, and keep in full force and effect during the entire duration of the work to be done by such contractor(s), insurance covering the Demised Premises as to Tenant and the Landlord Site and the Demised Premises (to the extent of Landlord's indemnity obligation hereunder) as to Landlord, and in each case, the work thereon, issued by companies qualified to do business in the State of New York, as follows:
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(2) Commercial General Liability with a combined single limit of not less than $10,000,000 per occurrence covering bodily injury and property damage from the work. This insurance shall: (a) include Contractual Liability coverage; (b) include Completed Operations coverage; and (c) not be subject to any of the special property damage liability exclusions commonly referred to as "XCU Exclusions" (explosion, collapse, underground). Such insurance shall be endorsed to name Landlord and Landlord's Managing Agent as Additional Insureds to the extent of the Party's indemnification obligations set forth in this Lease.
(3) For vehicles used in connection with the construction, Automobile Liability Insurance with a combined single limit (for both Bodily Injury and Property Damage) of not less than Two Million Dollars ($2,000,000.00). Such insurance shall be endorsed to name Landlord and Landlord's Managing Agent as Additional Insureds to the extent of the Party's indemnification obligations set forth in this Lease.
(4) During all the period of time any construction of improvements by such Party is in progress and uncompleted insurance, commonly known as All Risk of physical loss, Builders' Risk insurance on a non-reporting or completed value basis in an amount equal to 90% of the completed value of the work being performed.
All limits may be a combination of primary, excess and umbrella limits.
(B) Landlord and Tenant, commencing with the Commencement Date shall each maintain or cause to be maintained insurance upon the buildings and improvements on the Landlord' Site in the case of Landlord, and Tenant's Building and Tenant's Improvements, in the case of Tenant, against loss or damage by fire and such other causes as are covered by policies commonly known as "All Risk" or "broad form" policies in amounts sufficient to prevent the party who procured such insurance from becoming a co-insurer within the terms of the applicable policies and in any event, in an amount equal to at least 90% of the Full Insurable Value of the improvements so insured. "Full Insurable Value" shall mean the actual replacement cost at a particular time (excluding cost of excavations, foundations, footings, underground pipes, conduits, flues and drains). Any loss covered by the insurance required under this Section shall be adjusted with the Party who procured the insurance, provided, however, that any such policies may provide that the proceeds thereof shall be payable to the Institutional Lender having the first
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mortgage upon the premises so insured, if the mortgage expressly provides that such proceeds shall be held in trust and applied by the Institutional Lender, to the extent required by this Lease, for Restoration. Subject to each party using insurance proceeds received by it to fulfill its obligations under Article 14 hereof the insurance proceeds received by Landlord and Tenant as the case may be shall be the prope11y of such Party.
15 .2 Liability Insurance
Beginning with the Commencement Date and for the remainder of the Term, Landlord and Tenant each at their own respective cost and expense, will maintain a Commercial General Liability Policy, with respect to the Demised Premises in the case of Tenant, and with respect to the Common Area of the Shopping Center and the improvements on the Landlord Site in the case of Landlord, in amounts of not less than a combined single limit of Ten Million Dollars ($10,000,000.00) per occurrence with respect to death bodily injury, property damage and personal injury arising therefrom, and will name Landlord or Tenant, as the case may be, as an additional insured, and in the case of Tenant's policies, will also name Landlord's Managing Agent as additional insured in each case, to the extent of the Party's indemnification obligation set forth in this Lease. Such policies of insurance shall be issued for periods of not less than one (1) year. Such coverage may be provided by a single primary liability policy or by a basic liability policy of lesser limits, provided an adequate "umbrella" or excess policy is written for the deficiency.
15.3 Self-Insurance or Blanket Policy
(A) The Parties shall each have the right to comply with and satisfy their obligations under Sections 15.1 and 15.2 hereof by means of self-insurance to the extent of all or any part of insurance required under Sections 15.1 and 15.2 but only if the Party self-insured shall have net current assets and net worth according to its last published report of at least $200,000,000.00 in 1997 Equivalent Dollars. Upon the request of either Party, but in no event more often than once per year, the Party so self-insuring shall submit to the other Party a statement certified by an officer of the self-insuring Party as to the then net worth and net current assets of such Party or other satisfactory evidence of such net worth and net current assets. The annual report of a Party which is a public company shall be sufficient evidence of the net worth and net current assets of such party.
(B) If either Landlord or Tenant shall self-insure in any instance under this Lease, then it shall be deemed to have relinquished its right to sue or assert a claim for property loss against the other and its agents, servants, employees, contractors and mortgagee(s) to the same extent that such Party's insurer's rights against the other would have been relinquished if insurance coverage encompassing the self-insured property risks were being maintained by such ( 1) for the benefit of both Parties and (2) with waiver of subrogation provisions therein (provided the other party has an effective waiver of subrogation in place with respect to its insurance). In the event ofloss, damage, injury, death, or other occurrence which would have been insured
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(C) Any insurance required to be carried pursuant to this Article, may be carried in whole or in part under a policy or policies covering other liabilities and locations of the parties, or an Affiliate or controlling corporation of such parties; provided, however, that (1) such policy or policies of any Party shall insure the risks and full amounts required of such party under this Lease, (2) the inclusion of additional coverage or risks shall not diminish the coverage or insurance proceeds available under the policy or policies, (3) such property policy or policies shall contain, permit or otherwise unconditionally authorize the waiver granted in Section 15.5 hereof, and (4) all such Affiliates and/or controlling corporations insured under such policies shall commit in writing to the other Party, if so requested, to make the proceeds of such insurance available to the Party carrying such insurance in accordance with the terms of this Lease.
15.4 General Insurance Provisions
(A) Landlord and Tenant shall each deliver to the other a statement as to self-insurance in accordance with Section 15.3, or a certificate of the companies issuing such policies evidencing that the insurance required pursuant to this Article is in full force and effect within fifteen (15) days after request by the other Party. All such insurance policies shall provide that they shall not be canceled or modified without at least ten (10) day prior written notice to Landlord or Tenant, as the case may be.
(B) All insurance required by this Article 15 shall be effected under valid and enforceable policies issued by financially responsible insurance companies (Best rated A-NII or better).
(C) If either Party shall fail, refuse or neglect to obtain the insurance required of it under this Article 15, or to keep such insurance in force, following notice to such Party and a 30- day period to cure said failure, the other shall have the right immediately to purchase such insurance and to pay the premiums thereon. All premiums plus Interest paid by Landlord or Tenant due to the failure of the other to pay such premium shall be reimbursed to the Party to whom paid promptly upon presentation of its bill therefor.
15.5 Waiver of Subrogation
(A) Each Party hereto hereby releases and waives for itself and, to the extent legally possible for it to do so, on behalf of its insurer, the other Party, regardless of such Party's negligence, from any liability for any loss or damage to all property of each located upon the Shopping Center occasioned to such property which loss or damage is of the type generally covering those perils set forth in Section 15.l(B) hereof. Each Party covenants that it will obtain.
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(B) In the event either Party is unable to obtain a waiver of the rights of subrogation for the benefit of the other, then, during any period of time when such waiver is unobtainable, the Party shall not have been deemed to release any subrogation claim of its insurance carrier against the other Party, and during the same period of time when such waiver is unobtainable, neither Landlord nor Tenant shall be deemed to release any subrogation claim of its insurance carrier against the other.
(C) In the event either Party fails to obtain as respects any property insurance policy the required waiver of any right of subrogation during any time when such Party was able to obtain such waiver, and if such failure results in the assertion of a claim against the other Party by or on behalf of any insurer of the party failing to obtain such waiver, the Party failing to obtain the waiver shall indemnify the affected Party from and against any loss, cost and expense, including court costs, reasonable attorneys1 fees, and damages suffered by the Party as a result of the failure to obtain the aforesaid waiver of the right of subrogation.
ARTICLE 16 - INDEMNITY
16.1 Basic Obligations
Each Party agrees to defend, protect, indemnify and hold harmless the other Party from and against any and all claims, demands and causes of action of any nature whatsoever made or brought against either of them, and any expenses incident thereto (including, without limitation, reasonable attorneys' fees) incurred in any action or proceeding between Landlord and Tenant or between Landlord and Tenant and any third party or otherwise with respect to the following occurrences to which its agreement is applicable:
(A) Landlord's agreement is applicable to: (1) occurrences of injury to, or death of, any person or loss or damage to property arising out of the construction of the Landlord Improvements, including any Restoration, Reconstruction or maintenance; or (2) occurrences within the Shopping Center ( outside of Tenant's Building) caused by or arising out of intentional or negligent acts or omissions of Landlord, its agents, employees, or servants; or (3) occurrences caused by or arising out of a breach of this Lease on the part of Landlord; or ( 4) occurrences within the Common Area, except to the extent due to Tenant's breach of its maintenance and repair obligations to the extent set forth in this Lease or Tenant's negligence or Tenant's intentional wrongful act.
(B) Tenant's agreement is applicable to: (1) occurrences of injury to, or death of, any person or loss or damage to property arising out of construction of Tenant's Improvements or
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Tenant's Building, including any Restoration, Reconstruction or maintenance; (2) occurrences within the Demised Premises caused by or arising out of intentional or negligent acts or omissions of Tenant, its agents, employees, or servants; (3) occurrences caused by or arising out of a breach of this Lease on the part of Tenant; or (4) occurrences within the exterior walls of Tenant's Building except to the extent due to Landlord's or its Managing Agent's breach of its maintenance and repair obligations to the extent set forth in this Lease, or to Landlord's (or Landlord's Managing Agent's) negligence or intentional wrongful act. Tenant's agreement under this Section 16.1 shall also run to the benefit of Landlord's Managing Agent provided that Landlord has given Tenant notice as to the identity of Landlord's Managing Agent.
(C) The indemnitee shall give the indemnitor notice of any suit or proceeding entitling the indemnitee to indemnification pursuant to this Section 16.1, and the indemnitor shall defend the indemnitee in said suit or proceeding with counsel approved by the indemnitee.
16.2 Limitations
The indemnities set forth in this Article shall extend not only to actual injury, death and damage or other occurrences actually ensuing therefrom, but also to those merely alleged by the claimant or plaintiff to have happened or ensued therefrom.
16.3 Indemnity as to Brokers
Landlord and Tenant each represent to the other that it has not dealt with any real estate broker with respect to the transaction evidenced by this Lease. If a claim for a brokerage commission in connection with this Lease is made based upon the act of either Party, and it is finally determined that there is a brokerage commission payable to such broker because of the act of Landlord and Tenant, then the Party whose act was the basis for or gave rise to such a claim for a brokerage commission, Landlord or Tenant, as the case may be, shall indemnify and hold the other Party harmless from all claims, damages and expenses, including but not limited to reasonable attorneys fees incurred as a result of the claim for such brokerage commission.
ARTICLE 17-PAYMENT FOR UTILITIES
17.1 Tenant's Obligation
Beginning with the Commencement Date and for the entire Term, Tenant shall pay all utility hook-up fees (not to exceed $1,000.00 each) and all charges for gas, electricity, water and other utilities used or consumed by it on the Demised Premises as well as all sewer use charges separately billed or assessed with respect to the Demised Premises for any period included within the Term. If any utility charge is not separately metered to Tenant, Tenant shall in such event only be obligated to pay its proportionate share of such charge.
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ARTICLE 18 - SUBORDINATION AND NON-DISTURBANCE
18.1 Subordination - Non-disturbance
Upon the request of Landlord Tenant will subordinate this Lease and the lien hereof, from time to time, to the lien of any future mortgage of Landlord constituting a lien on all or any part of Landlord's interest in the Shopping Center irrespective of the time (after the date of this Lease) of the execution or time of recording of any such mortgage or mortgages, provided that the holder of any such mortgage shall enter into an agreement with Tenant, reasonably satisfactory to Tenant, in recordable form, which will provide, among other things, that Tenant's rights under this Lease shall not be disturbed, that all insurance and condemnation proceeds will be applied as provided by this Lease and that in the event of foreclosure or other right asserted under the mortgage by the holder or any assignee thereof, this Lease and the rights of Tenant hereunder shall continue in full force and effect as a lease between Tenant and the purchaser at foreclosure sale and shall not be terminated or disturbed except in accordance with the provisions of this Lease, and Tenant, unless required by law, shall not be named a party defendant in such foreclosure proceeding. Tenant agrees that if requested by the holder of any such mortgage, Tenant, as well as the mortgagee, will be a party to the non-disturbance agreement, that such mortgagee will agree in substance that, if the mortgagee or any person claiming under the mortgagee shall succeed to the interest of Landlord in this Lease the mortgagee and such person shall recognize Tenant and the Lease and to be bound by the Lease as if such mortgagee or person claiming under the mortgage were the Landlord under this Lease, and Tenant will attorn to and recognize the mortgagee or person as its landlord under the terms of this Lease. Tenant agrees that it will, upon the request of Landlord, execute, acknowledge and deliver any and all instruments necessary to give effect to, or notice of, such subordination provided that the mortgagee executes, acknowledges and delivers any and all installments necessary to give effect to or notice of the non-disturbance agreement. "Mortgage" means mortgages, deeds of trust or other similar instruments and modifications, consolidations, extensions, renewals, replacements and substitutes thereof.
ARTICLE 19 - INTENTIONALLY DELETED
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20.1 Estoppel Certificate
If requested by a Party, the other Party, from time to time, but no more often than twice in any Lease Year, upon not less than twenty (20) days' notice given by the requesting Party, shall provide a certificate to the lender, prospective lender, purchaser or prospective purchaser of the Party so requesting stating (A) that this Lease is unmodified, or that this Lease is in full force and effect, as modified, and stating the modification(s); (B) whether or not to such Party's knowledge and belief the Party requesting such certificate is in default as to the certificate-giving Party and if so, specifying the nature thereof and attaching a copy of any notice given in connection therewith; (C) whether that the Commencement Date has in fact occurred and the date thereof; (D) the date the Demised Premises opened for business to the public. The estoppel certificate shall not be an affirmative representation or subject the Party providing the estoppel to any liabilities provided that such Party shall be estopped from making any claim or taking any position that is contrary to the recitals contained in the estoppel certificate. A Party which is requested to give an estoppel certificate may require that the requesting Party deliver a similar certificate to the requested party.
ARTICLE 21 - DEFAULT; REMEDIES
21.1 Tenant's Defaults
(A) If Tenant shall:
(1) default in the payment of Ground Rent and if Tenant shall fail to cure the default within fourteen (14) days after receipt of notice of the default from Landlord; or
(2) (a) fail to commence and to complete construction of Tenant's Building as required of Tenant in accordance with the provisions of Article 4 of this Lease within the time periods specified therein; or (b) fail to open for business in Tenant's Building in accordance with Section 4.4 hereof; or (c) fail to comply with the obligations imposed upon Tenant pursuant to Tenant's Operating Covenant as set forth in Section 6.6 of this Lease (provided that the matters set forth in this Lease which are conditions to the obligations of Tenant described in Section 21.l(A)(2) (a), (b) and (c) above have been satisfied); and if Tenant shall fail to cure any of the defaults set forth in this Section 21.1 (A)(2) within thirty (30) days after receipt of notice of the default from Landlord ( or if the default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to commence to cure the default within a reasonable time after receipt of notice thereof and prosecute the curing of the default to completion with due diligence);
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(B) In the event of any such termination of this Lease,
( 1) this Lease shall be of no further force and effect;
(2) Tenant covenants and agrees to surrender and deliver the Demised Premises to Landlord in accordance with Article 22 hereof immediately upon the termination of the Lease; and
(3) the Rent shall become due thereupon and be paid up to the time of such reentry, dispossess and/or expiration, together with such expenses as Landlord may incur for legal expenses, attorney's fees, and brokerage fees, (but Tenant shall have no liability for the cost of any alterations to put the Demised Premises in good order, or to prepare the same for re-rental), plus Interest thereon from and after the due date of any payment required to be made by Tenant hereunder.
( C) Upon the happening of any alleged default on the part of Tenant, other than the payment of Ground Rent, after receipt of such appropriate notice as set forth herein from Landlord, if Tenant shall, in good faith, commence and thereafter diligently prosecute in a court of competent jurisdiction a proceeding to determine whether or not such default or alleged default has occurred, Landlord may not terminate this Lease or exercise any rights as provided herein on account of such default unless the final judgment in such court proceedings shall be adverse to Tenant, and Tenant, in such case, within 20 days from the date of the final judgment in such court proceedings, fails to cure such default or, if such default cannot reasonably be cured within said 20 day period, Tenant, within said 20 days, fails to commence and thereafter diligently and continuously prosecute to completion the cure of such default.
(D) At the time of the termination or at any time thereafter Landlord may lease the Demised Premises, or any portion thereof for such period and on such term or terms within Landlord's sole judgement and discretion, and for a term which may expire before or after the expiration of the Term and Tenant shall have no interest in any income received by Landlord as a result of such reletting and no title or interest in the Demised Premises whatsoever. Tenant or the
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(E) At the time of the termination or at any time thereafter, Landlord at Landlord's option and at Landlord's sole expense may make such alterations, improvements and/or decorations in the Demised Premises as Landlord in Landlord's judgment considers advisable and necessary for the purpose of reletting the Demised Premises, and the making of such alterations and or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid, but Tenant shall have no liability for any of such costs or expenses. Landlord shall in no event be liable in any way whatsoever for failure to relet the Demised Premises or in the event that the Demised Premises are relet, for failure to collect the rent thereof under such reletting.
(F) Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Demised Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease or otherwise.
21.2 Landlord's Self Help
If Tenant shall fail, after thirty (30) days notice from Landlord, to perform any of the covenants, terms or conditions required to be performed by Tenant hereunder (except that in the event of an emergency, the notice shall either be dispensed with or shortened as reasonably required by the nature of the emergency), in addition to the provisions of Section 21.1 above, Landlord may do whatever is reasonably necessary outside of Tenant's Building (or within Tenant's Building in the event of fire) for the performance thereof for the account and at the expense of Tenant. In the event Landlord shall pay any money by reason of the failure, Tenant shall repay any such reasonable sums so paid on its behalf together with Interest thereon and the amounts due shall be deemed Rent and shall be payable within 30 days after presentation of the request for payment, accompanied by Landlord's statement submitted to Tenant by Landlord
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21.3 Landlord's Default
If Landlord shall fail, after thirty (30) days notice from Tenant, to perform any of the covenants, terms or conditions required to be performed by Landlord in Article 9 or any other obligation of Landlord under this Lease which adversely affects Tenant's use and occupancy of the Demised Premises ( except that in the event of an emergency, the notice shall either be dispensed with or shortened as reasonably required by the nature of the emergency), Tenant may do whatever is reasonably necessary for the performance thereof for the account and at the expense of Landlord. In the event Tenant shall pay any money by reason of Landlord's failure, Landlord shall repay any such reasonable sums so paid on its behalf together with Interest thereon, and the amount of money shall be payable within 30 days after presentation of the request for payment, accompanied by Tenant's statement submitted to Landlord by Tenant showing in all reasonable detail the expenses of Tenant, why incurred, to whom payment was made and the calculations of and supporting bills or records showing Tenant's expenditures. If Landlord fails to repay Tenant within said 30 days, Tenant may offset the amount due plus Interest from the due date against the next succeeding payments of Rent due hereunder until repaid.
21.4 Remedies Cumulative: Non-Waiver
Unless otherwise specifically provided in this Lease, no remedy herein or otherwise conferred upon or reserved to Landlord or Tenant shall be considered exclusive of any other remedy, but each remedy shall be distinct, separate and cumulative and shall be in addition to every other remedy given under this Lease, or now or hereafter existing at law or in equity or by statute, including without limitation, the right of Landlord and Tenant to sue for damages arising from a default by the other in the performance of its obligations imposed by the respective Operating Covenant. Every power and remedy given by this Lease to Landlord and Tenant, may be exercised from time to time as often as occasion may arise, or as may be deemed expedient. No delay or omission of Landlord or Tenant to exercise any right or power arising from any default on the part of the other shall impair any such right or power, or shall be construed to be a waiver of such default or any other default or an acquiescence thereto. The consent or approval by Landlord or Tenant to or of any act by the other requiring such consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar acts by Landlord or Tenant.
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ARTICLE 22 - SURRENDER
22.1 Surrender of Demised Premises
On termination of the Term, whether by lapse of time or otherwise, Tenant shall peaceably quit and surrender the Demised Land together with the appurtenances thereto pertaining, and Tenant's Improvements, in clean and safe condition. All installations made by Tenant which shall have become part of the realty and at Tenant's option may either be removed or surrendered by Tenant as part of the Demised Premises upon the expiration or sooner termination of the Term. Tenant may remove any or all of its trade fixtures, furnishings, machinery, equipment and signs at the end of the Term and shall repair all structural damage occasioned by such removal. Tenant's failure to remove its property upon the expiration of the Term shall be deemed a forfeiture or abandonment of said property and without cost or charge to it therefor, Landlord may use, sell or otherwise dispose of Tenant's property, or take any other action with respect thereto which it desires but Landlord shall not be obligated to store or protect such property. If Landlord does store such property for the account of Tenant, Tenant shall not be responsible and obligated to Landlord for the cost therefor. The obligations of Tenant under this Lease, including but without limitation the foregoing Section 22.1 shall survive the termination of the Term.
ARTICLE 23 - LIMITATION OF LIABILITY
23 .1 Limitation of Liability
If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to be performed (other than as provided in Section 27.9), and as a consequence of such default Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of (1) the proceeds of sale received upon execution of such judgment and levy thereon against the right, title and interest of Landlord in the Shopping Center Site and the buildings and improvements thereon, (2) the rents or other income from such property receivable by Landlord after such default, and (3) the consideration received by Landlord after deducting the then unpaid principal balance of any first mortgage which is actually paid to the mortgage, from the sale or other disposition of all or any part of Landlord's right, title and interest in the Shopping Center Site (which consideration shall be deemed to include any assets at any time held by Landlord), and Landlord shall not be liable for any deficiency; provided, however, that (x) Tenant shall be permitted to recover any amounts due to Tenant which otherwise are not paid due to the operation of this Section 23.1 by offsetting such amounts from all Rents which are thereafter payable under this Lease, and in the event of Landlord's failure to perform any covenant or obligation of Landlord under Articles 13 (Condemnation) or 14 (Damage or
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ARTICLE 24 - MERCHANTS ASSOCIATION
24.1 Tenant's Obligation to Join Merchants Association
In lieu of any obligations under Section 24.2, if Landlord has formed and sponsored a Merchants Association, Tenant shall join the Merchants Association upon opening Tenant's Building (but dues and assessments shall be prorated on a monthly basis), and shall remain a member for a period of three (3) years after opening, provided that during such period, and provided all of the conditions in Sections 24.1 (A), (B) and (C) are satisfied, then Tenant shall pay annual dues which shall not, for any given year of such membership, exceed the product obtained by multiplying the number of square feet of Floor Area in Tenant's Building at the commencement of such year by the lesser of Five Cents ($0.05), or one-third of the lowest contribution per square foot of Floor Area of any Mall Store.
(A) Tenant approves the articles and by-laws of the Merchants Association initially in effect or as amended from time to time, and Tenant or a nominee of Tenant is member of the board of directors of the Merchants's Association;
(B) All Department Stores other than tenant and at least ninety percent (90%) of the tenants then occupying Floor Area in the Mall Stores join and remain members of the Merchants Association during such period and all Department Stores (other than Tenant) pay annual dues in each case equivalent to or greater than the annual dues per square foot of Floor Area payable by Tenant; and
(C) Landlord shall annually pay or contribute to the Merchants Association at least 25% of all contributions.
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24.2. Tenant's Obligation to Join Marketing Fund
In lieu of any obligations under Section 24.1, if Landlord has formed and sponsored a Marketing Fund in lieu of a Merchants Association, Tenant shall contribute to the Marketing Fund upon opening Tenant's Building (but dues and assessments shall be prorated on a monthly basis), and shall continue to contribute to the Marketing Fund for a period of three (3) years after opening, provided that during such period:
(A) Landlord reviews the activities of the Marketing Fund with Tenant when reasonably requested by Tenant.
(B) Marketing Fund expenditures are made only for the promotion and advertising of the Shopping Center in accordance with the approved criteria, which may include expenditures for a marketing staff for the Shopping Center for promotion and advertising of the Shopping Center and, upon Tenant's reasonable request, Landlord will provide Tenant with a statement of the activities.
(C) Tenant or Tenant's nominee is consulted on a continuing basis in an advisory capacity with respect to Marketing Fund expenditures during the period Tenant contributes;
(D) All other Department Stores and Mall Stores constituting at least ninety percent (90%) of the tenants then occupying Floor Area in the Mall Stores pay annual dues to the Marketing Fund equivalent to or greater than the annual dues per square foot of Floor Area payable by Tenant; and
(E) Tenant's annual dues shall not, for any given year of such membership, exceed the product obtained by multiplying the number of square feet of Floor Area in the Tenant's Building at the commencement of such year by the lesser of Five Cents ($0.05), or one-third of the lowest contribution per square foot of Floor Area of any other Mall Store.
ARTICLE 25 - NOTICES
25.l Notice
Any notice, demand, consent, approval, request, statement, document or other communication required or permitted to be given to or served upon either Party hereto pursuant to this Lease or applicable law shall be in writing and shall be delivered personally or be sent by registered or certified mail, or by expedited courier service, postage prepaid, addressed:
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(1) If to Tenant: The May Department Stores Company 611 Olive Street St. Louis, MO 63101 Att: Executive Vice President - Real Estate
With a Copy To: Lord & Taylor 424 Fifth A venue New York, NY 10018 Att.: Chairman
(2) If to Landlord: Simon Property Group 115 W. Washington Street Indianapolis, IN 46204 Att.: General Counsel
Provided, however, that either Party may give the other notice of the need of emergency repairs by telegraphic or other electronic notice. All communications mailed or transmitted in accordance with the foregoing provisions shall be deemed to have been given or served as of the date of receipt by the Party to whom directed or the date of refusal of service of the notice. A different address for either Party for the sending of communications hereunder may be designated by notice given to the other in accordance with the foregoing.
25.2 Notice to Mortriagee and Mortgagee's Opportunity to Cure
(A) Any notices of default of Landlord's part which if not cured would allow Tenant pursuant to the provisions of this Lease to terminate Tenant's Operating Covenant, or terminate this Lease, or claim an offset against Rent, which notice is required or permitted to be given by Tenant to Landlord, at the same time and by like method, shall be given to the holder of any mortgage on the Landlord Site, provided such holder shall have notified Tenant of the existence of such mortgage and the address of such holder. The failure of Tenant to give the holder of a mortgage notice of Landlord's default shall not constitute a default by Tenant, but the time period for any mortgagee to cure a default shall not commence until a notice is delivered to the mortgagee.
(B) No such notice of termination shall be effective as to the mortgagee unless the holder of such mortgage has received notice as aforesaid and has failed within thirty (30) days of
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ARTICLE 26 - FORCE MAJEURE
26.1 Force Majeure
Each Party hereto shall be excused from performing any of its respective obligations or undertakings provided in this Lease, except any of its respective obligations or undertakings to pay any sums of money under the applicable provisions hereof, for so long as the performance of such obligations is prevented, delayed, retarded or hindered by act of God, weather of unusual severity, fire, earthquake, flood, explosion, action of the elements, war (declared or undeclared), invasion, insurrection, riot, mob violence, sabotage, malicious mischief, inability to produce or general shortage of labor, equipment, facilities, materials or supplies in the open market, failure of transportation, strikes, lockouts, action of labor unions, condemnation, public requisition, orders of government or civil or defense authorities, or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of the respective Party; provided, however, that a Party's inability to obtain financing shall not be deemed a cause not within the reasonable control of such Party. Neither Party shall be permitted to claim the excuse otherwise permitted by this Section 26.1 unless it has given written notice to the other Party of the event which it believes excuses its performance within ten days after the event has occurred.
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ARTICLE 27 - GENERAL PROVISIONS
27.l
Whenever this Lease requires or permits a Party to perform or fulfill a covenant, condition or other provision of this Lease, then the cost thereof shall be borne by such Party except (A) when such performance or fulfillment is specifically stated to be at the other Party's cost or expense or, (B) when a Party cures the other Party's default in which case the reasonable cost and expense incurred by the Party curing the default shall be that of the defaulting Party, or (C) when a Party is to contribute or pay all or a part of the cost or expense of such performance or fulfillment by another Party but in such case only to the extent stated in this Lease.
27.2 Duration of Performance
Whenever this Lease requires a Party to perform or fulfill a covenant, condition or other provision of this Lease, then such performance or fulfillment shall be required throughout the Term, except where specific dates or ascertainable time periods are expressly stated in this Lease as to a particular covenant, or condition or other provision.
27.3 Consent or Approval Not to be Unreasonably Withheld
Wherever this Lease requires Landlord or Tenant to obtain the consent or approval of the other, unless otherwise expressly stated in this Lease, it shall be deemed a covenant of the Party whose consent or approval is being requested not to unreasonably withhold its consent or approval, or to unreasonably delay the giving or denial of such consent or approval.
27.4 Governing Law
This Lease shall be construed, interpreted and applied in accordance with the laws of the State of New York.
27.5 Counterparts
This Lease may be executed in several counterparts, each of which shall be deemed an original for all purposes.
27.6 Organization and Captions
Any index, table of contents, captions or arrangements of Articles of this Lease are for convenience, reference and ease of reading only and in no way define, limit or describe the scope or intent of any covenant or condition of this Lease. All capitalized words and their capitalized
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grammatical equivalents are words and phrases which are specifically defined in this Lease and shall be understood to have the meanings thus ascribed to them.
27.7 Recordation
Landlord and Tenant agree that this Lease shall not be recorded. At the request of either party, the other will execute a Memorandum of Lease in recordable form and in the form and substance reasonably acceptable to Landlord and Tenant setting forth certain provisions of this Lease. Landlord shall pay all costs, fees, charges in connection with any such recordation including any stamp, transfer or similar fees or any real estate gains taxes.
27.8 Parties, Successors and Assigns
This Lease shall bind and inure to the benefit of Landlord and Tenant and their respective heirs, executors, administrators, trustees, successors, assigns and grantees. Each provision of this Lease shall be construed as a covenant running with the land and shall be affirmatively enforceable against the land and the holders of any interest therein. In the event of any sale or exchange of the Demised Premises by Landlord and assignment by Landlord of this Lease, the Landlord shall be and is hereby entirely freed and relieved of any and all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission relating to the Demised Premises or this Lease occurring after the consummation of such sale or exchange and assignment; provided, however, such purchaser or assignee shall expressly assume in writing all of the obligations and liabilities of Landlord under this Lease and Landlord shall provide Tenant with a copy of such assumption.
27.9 Quiet Enjoyment
Landlord covenants to Tenant that, throughout the Term, so long as this Lease is in effect, Tenant shall and may peaceably and quietly have, hold and enjoy the Demised Premises and the Appurtenances without hindrance or interruption by Landlord or those claiming by, through or under Landlord or those claiming title to the Demised Premises.
27.10 Entire Agreement: No Modification
All Exhibits of this Lease form a part of this Lease and all documents and other papers to which this Lease refers shall form a part of this Lease as if fully set forth herein. References in this Lease to Sections, Articles or Exhibits shall mean those Sections, Articles or Exhibits hereto contained or annexed. This Lease represents the entire agreement of the Parties and supersedes all prior oral and written negotiations, understandings and agreements. Each Party represents to the other that it is not relying on any warranty or representations of the other except to the extent such warranty or representation is expressly set forth in this Lease. No covenant or condition of this Lease shall be modified, rescinded or waived nor shall this Lease be modified, amended or
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terminated, other than pursuant to the Lease terms, except by a writing specifically so doing, signed by the Parties hereto.
27.11 Compliance with Laws
To the extent required as a result of the use by Tenant or Tenant's subtenants, licensees or concessionaires of the Demised Premises and to the extent the relating to repairs, maintenance and other responsibilities of Tenant under this Lease, Tenant shall, at its own expense, promptly comply with all laws, ordinances and lawful orders and regulations affecting the Demised Premises and the cleanliness, safety, occupation and use of the Demised Premises, and with all rules, orders and regulations of the Board of Fire Underwriters, rating bureaus and fire insurance companies, organizations and associations for the prevention of fires having jurisdiction. Notwithstanding the foregoing, Landlord shall, at its own expense, promptly comply with all the foregoing laws ordinances, orders, regulations and rules to the extent the same relate to repairs, maintenance or other responsibilities of Landlord under the provisions of the Lease. Landlord and Tenant shall each comply with, and shall cause the Landlord Site and the Common Area, as to Landlord, and the Demised Premises, as to Tenant, to comply with (1) all Legal Requirements affecting the Shopping Center or a11y use thereof, and (2) Insurance Requirements which at any time may be in force with respect thereto. Landlord and Tenant each further agree that during the Term it will do no act which might cause hazardous waste to be placed upon the Shopping Center or the Demised Premises, and will comply with all requirements of state and federal agencies pertaining to the handling of hazardous waste and materials.
27.12 Lease for Exclusive Benefit of Parties
The provisions of this Lease are for the exclusive benefit of the Parties, and not for the benefit of any third person not a Party and no provision of this Lease is intended to confer any rights upon any third person or to create or constitute on any person not a Party third party beneficiary status, because no Party intends to confer any benefit upon or to receive any benefits for or on behalf of any person other than a Party. No person, other than a Party, shall be entitled to make any claim against a Party under or by virtue of this Lease or any provisions hereof.
ARTICLE 28 - GLOSSARY
28.1 Definitions
The following words and phrases shall have only the meanings ascribed to them in this Section 28.1:
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(A) "Affiliate" means any corporation or other entity controlling, controlled by or under common control with the subject entity. As used herein, "control" shall mean the direct or indirect ownership of a minimum of 51 % of all classes of equity interest.
(B) "Approval" means any permit, approval, license or similar governmental authorization for the construction or operation of the Landlord Improvements or Tenant's Improvements, as the case may be, required pursuant to Legal Requirements.
(C) "Bloomingdale's Building" or "Bloomingdale's Store11 means the building located in the Shopping Center designated therefor on the Site Plan.
(D) "Commencement Date" means the date of delivery of the Demised Land to Tenant in accordance with Section 4.1 (D)
(E) "Consumer Price Index" means the "Consumer Price Index for Urban Wage Earners and Clerical Workers, for New York City and northeastern New Jersey, 1982-4 100" as published by the U.S. Department of Labor, Bureau of Labor Statistics, (or ifno longer used or published, such other index as Landlord and Tenant shall agree upon).
(F) "Department Store" means a store operated as an integrated retail unit within the Shopping Center of a type commonly known as a retail department or specialty store under one trade name using at least 80,000 square feet or more Floor Area for the sale at retail of merchandise to the public, and incidental storage and office uses.
(G) "Federated" means Federated Department Stores, Inc., a Delaware corporation.
(H) "Floor Area or GLA" means the total number of square feet of floor space of all levels or floors at any time and from time to time contained within a completed building (i.e., a building for which a temporary or permanent certificate of occupancy ( or the equivalent) has been issued) located within the Shopping Center. GLA shall include, without limitation, basement space, balcony and mezzanine space, and space occupied by walls, columns, dumbwaiters, conveyors or other interior construction and equipment, except as excluded below, and shall be bounded by the exterior facade of the exterior walls of any such completed building ( except party walls as to which the centers thereof, instead of the exterior faces thereof, shall be used). GLA shall not include (i) Common Areas, parking decks or space within the Mall, (ii) electrical and mechanical equipment penthouses and rooms for so long as such penthouses and rooms are used to contain only mechanical or electrical equipment, or both, (iii) space utilized for electrical and mechanical equipment used to service the building, including elevators and escalators, (iv) transformer rooms or vaults (while used for such purpose), (v) rubbish rooms (while used for the storage, baling, and/or compacting of trash and rubbish), (vi) aprons or pump islands adjacent to any automotive service building, (vii) the Shopping Center management office, Shopping Center security offices, any Merchant's Association or Fund office, an office for a valet or
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non-valet parking operator or buildings or other areas used exclusively for the purpose of the maintenance of or the storage of equipment or decorations, for use in the Common Area, provided that the exclusion for the total of all such areas shall not exceed 15,000 square feet (viii) the upper levels of temporary or permanent multideck stock areas, (ix) public rest rooms, (x) basement storage areas or (xi) stairwells, stairways or service corridors.
(I) "Ground Lease" means that certain lease dated May 11, 1962 from Landlord, as successor to Morgan Guaranty Trust Company of New York, to the Nominees, as amended.
(J) "Institutional Lender" means a bank, trust company, savings and loan association, insurance company, pension fund, retirement fund, pension trust, foundation, real estate investment trust, and any other entity which makes commercial or real estate loans and any group consisting of the foregoing entities, or any entity that is an Affiliate of such type of institution.
(K) "Insurance Requirements" means all terms of any insurance policy covering or applicable to the Demised Premises, the Shopping Center or any part thereof, all requirements of the issuer of any such policy, and all orders, rules, regulations and other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) applicable to or affecting the Demised Premises, the Shopping Center or any part thereof, or any use or condition of the Demised Premises, the Shopping Center or any part thereof.
(L) "Interest" means 2% above the prime base commercial lending rate announced by the Citibank (NA) at its principal office in New York City from time to time, but in any event, not more than the highest legal rate of interest then chargeable under the laws of New York.
(M) "Landlord Site" means the portion of the Shopping Center, described in Exhibit A-3.
(N) "Legal Requirements" means all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, certificates of occupancy, authorizations, directions and requirements of and agreements with all government departments, commissions, boards, courts, authorities, agencies, officials and officers, foreseen or unforeseen, ordinary or extraordinary, which now or at any time hereafter may be applicable to the Shopping Center or any part thereof, or any of the adjoining sidewalks, streets or ways, or any use or condition of the Shopping Center or any part thereof.
(0) "Lord & Taylor Court" means the area of the Mall so designated on Exhibit B.
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(Q) "Mall" means the area of and the enclosed mall structure and related improvements constructed upon the Shopping Center within the area designated on Exhibit B hereof including, without limitation, that portion thereof between each of the Department Stores. The Mall shall not include those areas occupied by GLA or other areas not a part of the Common Area.
(R) "Mall Store Buildings" means the store buildings so designated on Exhibit B and which are fronting on the Mall.
(S) "Mall Stores" means any portion of a Mall Store Building intended to be used by a tenant or occupant thereof for the sale of goods or services.
(T) "Managing Agent" means Pembrook Management, or such other managing agent for the Shopping Center designated by Landlord from time to time.
(U) "Nominees" means Hans C. Mautner, David Simon and Richard S. Simon as Successor Desingated Nominees of the co-tenants under that certain Agreement dated May 11, 1962, as amended, and their successors and assigns.
(V) "Operating Lease" means that certain lease dated as of March 27,1962 from the Nominees to Landlord, as successor to Walt Whitman Management, Inc. and H.K. Winston Corporation, as amended.
(W) "Parking Area" means all portions of the Common Area used for the parking of motor vehicles, the Ring Road and other roads, walkways, sidewalks, traffic lanes, traffic signals, lighting, vehicular parking spaces, Parking Deck, pedestrian bridges from parking structures to the Mall or to a Department Store, landscaped area, together with all improvements which at any time are erected therein, excepting and excluding, however,
(1) areas occupied or intended to be occupied by improvements containing GLA pursuant to the terms of this Lease, (but, as to areas intended so to be occupied, this exception shall be applicable only after such area ceases to be usable for parking use in anticipation of such occupancy),
(2) Perimeter Sidewalks,
(3) seasonal selling areas, if any, designated on Exhibit B, and
(4) all Truck Facilities
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(Y) "Permittee" means the Parties, other tenants and occupants of the Shopping Center and their respective officers, directors, employees, agents, contractors, customers, visitors, invitees, licensees, tenants, subtenants and concessionaires.
(Z) "Ring Road" means the road shown and designated as such on Exhibit B hereof.
(AA) "Saks Building" or "Saks Store" means the building located in the Shopping Center designated therefor on the Site Plan.
(BB) "Truck Facilities" means any areas used for shipping and receiving and truck accommodation in connection therewith (and of incidental uses commonly carried on by operators of Department Stores, as well as by tenants and occupants of Mall Stores within truck facilities in regional shopping centers, including, but not limited to, storage and/or marking of merchandise and location of trash compactors and trash receptacles), including: (a) truck docks, open or enclosed, and ramps and approaches thereto; (b) areas constructed for truck loading and unloading, and/or truck parking or tum-arounds; and (c) retaining walls which are an integral part of the construction of truck docks or ramps leading hereto, all as shown on Exhibit B hereof.
(CC) "1997 Equivalent Dollars11 means the equivalent purchasing power at any time of the value of One Dollar ($1.00) in calendar year 1997. The 1997 Equivalent Dollars of any amount shall be determined by multiplying the amount by one (1) plus a fraction, the numerator of which is the difference between (x) the average Consumer Price Index for the twelve months last published prior to the date of such determination and (y) the average Consumer Price Index for the calendar months of 1997 and the denominator of which is the average Consumer Price Index for the calendar months of 1997.
28.2 Index of other Defined or Special Words or Terms
The following words and terms are defined in the Lease on the pages indicated and such definitions are in addition to those words and terms defined in Section 28.1 hereof.
1997 Equivalent Dollars ...... 79 Accounting Period ...... 3 7 Affiliate ...... , ...... 7 6 All Risk ...... 58 Appraised Value ...... 48 Approval ...... 76
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Appurtenances ...... 1 Bloomingdale's Building ...... 76 Bloomingdale's Lease ...... 5 broad form ...... 58 Building Approvals ...... 11 Closing ...... 28 Common Area ...... 3 5 Common Area Easements ...... 2 Condemn ...... 47 Condemnation ...... 4 7 Condemnation Award ...... 4 7 Condemned ...... 4 7 Consumer Price Index ...... 7 6 Contest ...... 43 Damage or Destruction ...... 53 Date of Condemnation ...... 47 Demised Land ...... 1 Demised Premises ...... 1 Department Store ...... 76 Extended Term ...... 8 Federated ...... 76 First Partial Accounting Period ...... 37 full insurable value ...... 58 Future Expansion ...... 18 Gross Floor Area ...... 10 Gross Leasable Area or GLA ...... 76 Ground Lease ...... 77 Hazardous or toxic materials ...... 9 Initial Term ...... 7 Institutional Lender ...... 77 Insurance Requirements ...... 77 Interest ...... 77 Interim Term ...... 7 Landlord Improvements ...... 13 Landlord Site ...... 77 Lease Year ...... 7 Legal Requirements ...... 77 Lord & Taylor Parking Area ...... 4 Macy's Building ...... 78 Macy's Lease ...... 5 Mall ...... 78 Mall Expansion ...... 9 Mall Renovation ...... 9
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Mall Store Buildings ...... 78 Mall Store Expansion ...... 9 Mall Stores ...... 78 mortgage ...... 63 Nominees ...... 78 Off-Site Improvements ...... 9 Operating Lease ...... 78 Parking Area ...... 78 Parking Deck ...... 9 Parking Ratio ...... 4 Partial Lease Year ...... 7 Parties ...... 1 Party ...... 1 Perimeter Sidewalks ...... 79 Permitted Encumbrances ...... 3 Permittee ...... 79 Reconstruct ...... 47 Region ...... 25 Reminder Notice ...... 8 Rent ...... 35 Replacement Parking Area ...... 49 Required Name ...... 25 Restore ...... 53 Ring Road ...... 79 Saks Building ...... 79 Saks Lease ...... 6 Scheduled Opening Date ...... 11 Shopping Center ...... 1 Shopping Center Expansion ...... 9 Special Assessments and Mitigation Fees ...... 41 Superfund ...... 9 Superlien ...... 9 Tax Year ...... 41 Taxes ...... 41, 43 Taxing Authority ...... 41 Tenant ...... 1 Tenant Schematic Plans ...... 17 Tenant's Building ...... 1 Tenant's Common Area Maintenance Payment ...... 36 Tenant's Improvements ...... 1 Tenant's Improvements and Leasehold Interest ...... 48 Tenant's Opening Date ...... 7 Tenant's Operating Covenant ...... 25
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Tenant's Taxes ...... 41, 42 Tenant's Technical Specifications ...... 9 Tenant's Lien ...... 28 Term ...... 7 Title Company ...... 3 Total Damage or Destruction ...... 53 Transfer ...... 32 Truck Facilities ...... 79 umbrella ...... 59 XCU Exclusions ...... 58 "50% Transfer" ...... 32
[The balance ofthis page is intentionally left blank. Signatures appear on the following page.]
l:\CPI\YALT\L&T1.13 82 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 89 of 90
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written.
--David ~1~ Its:
TENANT: THEMAYD
Attest:
l:\CPI\WALT\L&T1.13 83 Case 20-33332-KLP Doc 751-1 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 1) Page- 90 of 90
STATEOFNE\:\'YORK) i ..;,C, ,~t.J~ ) ss.: COUNTY OF v"lA~1ti.,_. )
On the day of b C<2Ctn fl<;~ , 1998, before me personally appeared ffiv1d Simon known to me to be ("7"<::, of Corporate Property lFPrestors, IRc. that executed the foregoing instrument, who, being duly sworn, acknow edge t at e s e nes1 es at ______;that he/she signed his/her name thereto by order of the Beard of Directors of sB:icl corporation or iH e:ooordanoe 1Nith the Byle:vls of se:id -corporation. trustees of said trust.
Notary Public
My Commission Expires:
ARAY NOTARY PUBLIC STATE OF INDIANA STATE OF MISSOURI ) MARION COUNTY )ss.: MY COtl.M!SSION EXP· MAy ll,2000 CITY OF ST. LOUIS )
On the ~ day of S.,. ~" , 1998, before me personally appeared K IJ4.«4" ())c:l.lr, known to me to bet,p<;.t~~ Uit« e~fThe May Department Stores Company, the corporation that executed the foregoing instrument, who, being duly sworn, acknowledged that he/she resides at :38 U.4'.-0,'f ~~tt~"1Yl Pcv,..U, ~" , MO (t,3105; that he/she signed his/her name thereto by order of the Board of Directors of said corporation or in accordance with the Bylaws of said corporation.
_fu:_,<,1t~-1 d fJu.d~ ... Notary Public
My Commission Expires:
84 I:\CPI\WALT\L&T1.13 DEIDRE L. DUSTMAN NOTARY PUBLlc-sTATE OF MISSOURI ST. LOUISCllY MY COMMISSION EXPIRES MAR. 31, 2002 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 1 of 75
EXHIBIT A-1
LORD & TAYLOR PROPOSED LEASE PARCEL
BEGINNING at a point distant S 86. 12' 30" E 386.31 feet from a point where the southerly line of land now or formerly of Dime Savings Bank of New York intersects the Easterly side of Walt Whitman Road, NYS Route 110.
RUNNING THENCE the following eleven (11) courses: 1) N 03" 49' 17" E, 173.47 feet, 2) Northeasterly along the arc of a curve bearing to the right. having a radius of 25.00 feet and a length of 39.27 feet, 3) S 86° 10' 44" E, 211.61 feet. 4) S 03· 48' 44" W, 383.35 feet, 5) N 86* 11' 16" W, 290.67 feet along a foundation line, 6) N 41* 11' 16" W, 20.13 feet, 7) N 03· 48' 44" E, 46.54 feet, B) Northerly along the arc of a curve, bearing to the right having a radius of 20.00 feet and a length of 15. 71 feet, 9) N 48° 49' 16" E, 66.59 feet. 10) Northerly along the arc of a curve, bearing to the left having a radius of 51.60 feet and a length of 38. 77 feet, 11) N OT 49' 17" E. 28.29 feet; to the POINT or PLACE of BEGINNING.
Containing within said bounds approximately 2.24 Acres. Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 2 of 75 ------.. -·---·-·· --· --·- ·------
EXHIBIT A-2
DESCRIPTION ALL THAT CERTAIN PLOT. PIECE 0.R PARCEL OF LAND, SITVA TE. LYING AND BEING AT SOUTH HUNTINGTON. IN THE TOWN or HUNTINGTON. COUNTY OF SUFFOLK, STATE or NEW YORK, MORE PARTICULARL y BOUNDED AND DESCRIBED l'.S FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHERLY SIDE OF DETROIT ROAD. AT EXTREME WESTERLY END OF THE ARC OF A CURVE HAVING A RADIUS OF CONNECTING THE SAID SOUTHERLY SIDE OF DETROIT ROAD WITH THE NEW WESTERLY SIDE OF NEW YORK A VENUE, AS WIDENED; t RUNNING THENCE EASTERLY ANO SDUTHERL Y ALONG THE ARC Of" LAST MENTIONED CURVE BEARING TO THE RIGHT, HAVING A DISTANCE OF 27.94 FfTT (27.97' RECORD) TO THE NEW WESTERLY SIDE OF NEW YORK AVENUE. AS WIDENED;
THENCE SOUTHERLY ALONG THE NEW WESTERLY SIDE OF NEW YORK AVENUE, AS WIDENED, THE FOLLOWING FIVE (5) COURSES AND DISTANCES:
l) ALONG THE ARC OF A CURVE BEARING TO THE RIGHT HAVING A RADIUS OF 3,420 FEET, A DISTANCE OF 1,090.03 FEET (1,090.80' RECORD) TO A PO•rH OF TANGENT;
2) SOUTH 3 DEGREES 42 MINUTES 13 SECONDS WEST, 1,080.27 FEET (SOUTH .3 DEGREES 47 MINUTES 02 SECONDS WEST, 1,080.39' RECORD) TO A POINT oe CURVE;
3) ALONG THE ARC OF A CURVE SEARING TO THE RIGHT HAVING A RADIUS OF 5,520 FEET, A DISTANCE OF 206.55 FEET TO A POINT OF TANGENT:
4) SOUTH 5 DEGREES 50 MINUTES 51 SECONDS WEST (SOUTH 5 DEGREES 55 MINUTES 40 SECONDS WEST RECORD), 460.03 FEET TO A POINT OR CURVE;
5) ALONG THE ARC OF A CURVE BEARING TO THE RIGHT HAVING A RADIUS OF 3,420 FEET, A DISTANCE OF 81.10 FEET (80.!0' RECORD)TO THE NORTHERLY LINE OF SUBDIVtSION OF LAND OF SARAH E. HALL:
THENCE ALONG SAID LINE THE FOLLOWING 5 COURSES AND DISTANCES·
1) NORTH 89 DEGREES 34 MINUTES 20 SECONDS WEST, 224.87 FEET (223.87' RECORD);
2) soum 88 DEGREES 44 MINUTES 20 SECONDS WEST, 186.33 FEET;
3) SOUTH 89 DEGREES 17 MINUTES 20 SECONDS WEST, 200.31 FEET:
4) SOUTH 87 DEGREES 14 MINUTES 20 SECONDS WEST, 96.86 FEET;
5) SOUTH 89 DEGREES 05 MINUTES 20 SECONDS WEST, 35.28 FEET TO THE LAND OF THE STATE OF NEW YORK (RECHARGE BASIN);
THENCE ALONG SAID LANO THE FOLLOWING 2 COURSES AND DISTANCES:
1) NORTH 5 DEGREES 52 MINUTES 29 SECONDS WEST, 236.09 FEET;
2) SOUTH 84 DEGREES 07 MINUTES 31 SECONDS WEST, 299.84 FEET TO THE EASTERLY SIDE OF NEW YORK STA TE ROUTE 110 (WALT WHITMAN ROAD);
THENCE ALONG THE EASTERLY SIDE OF NEW YORK STATE ROUTE 110 (WALT WHITMAN ROAD) THE FOLLOWING 3 COURSES AND DISTANCES:
1) NORTHERLY ALONG A CURVE BEARING TO THE RIGHT HAVING A RADIUS OF 5669.58 FEET A DISTANCE OF 1027.98 FEET;
2) NORTH 4 DEGREES 24 MINUTES 50 SECONDS EAST, 460. 17 FEET;
3) NORTHERLY ALONG A CURVE BEARING TO THE RIGHT, HA \/ING A RADIUS OF 2804. 79 FEET A DISTANCE OF 361.46 FEET TO LAND NOW OR FORMERL y OF LOUIS AND JENNIE GAZZA;
THENCE ALONG SAID LAND NOW OR FORMERLY OF LOUIS AND JENNIE GAZZA THE FOLLOWING 3 COURSES AND DISTANCES:
1) SOUTI-i 86 DEGREES 12 MINUTES 30 SECONDS EAST, 346.11 FEET;
2) NORTI-1 3 DEGREES 47 MINUTES 30 SECONDS EAST, 264.92 FEET;
3) NORTH 5 DEGREES 22 MINUTES 00 SECONDS EAST, 333.10 FEET TO LA.ND OF THE STA TE OF NEW YORK (RECHARGE BASIN);
THENCE ALONG SAID LAND 11-lE FOLLOWJNG 2 COURSES AND DISTANCES:
1) SOUTH 84 DEGREES 38 MINUTES 00 SECONDS EAST, 210 FEET;
2) NORTH 5 DEGREES 22 MINUTES 00 SECONDS EAST, 297.62 FEET TO T1--'E SOUTHERLY SIDE OF DETROIT ROAD; AND
THENCE NORTH 85 DEGREES 23 MINUTES 20 SECONDS EAST. ALONG THE SOUTHERLY SIDE OF DETROIT ROAD, 383.27 FEET (384.97' RECORD) TO THE POINT OR PLACE OF BEGINNING.
CONTAINING 65.4635 ACRES. Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman- Ground Lease (Part 2) Page 3 of 75
EXHIBIT A-3 LANDLORD SITE
DESCRIPTION
THAT CERTAIN PLOT. PIECE OR PARCEL OF LANO, SITUATE, LYING AND BEING IN THE TOWN OF HUNTINGTON, COUNTY OF SUFFOLK. PARTICULARLY BOUNDED ANO DESCRIBED AS
BEGINNING AT A POINT ON THE SOUTHERLY SIDE OF DETROIT ROAD, AT EXTREM[ WESTERLY END OF THE ARC OF A CURVE HAVING A 'lADIUS OF FEET CONNECTING THE SOUTHERLY SIDE OF DETROIT ROAD WITH THE NEW WESTERLY SIDE OF YORK AVENUE. AS WJOENEO;
RUNNING THENCE EASTERLY AND SOUTHERLY ALONG THE ARC OF MENTIONED CURVE BEARING TO THE RIGHT, HAVING A DISTANCE FEE1 (27.97' RECORD) TD THE NEW WESTERLY SIDE OF NEW YORK AVENUE, AS ½1DENED;
THENCE SOUTHERLY ALONG THE NEW WESTERLY SIDE OF NEW YORK AVENUE, AS WIDENED. THE FOLLOWING FIVE (5) COURSES AND DISTANCES:
l) ALONG THE ARC OF A CU.'lVE BEARING TO THE RIGHT HAVING A RADIUS OF .3,420 FEET, A DISTANCE OF 1,090.0.3 FEET (1,090.80' RECORD) TO A POINT OF TANGENT;
2) SOUD-1 J DEGREES 42 MINUTES 1.3 SECONDS WEST, 1,080.27 FEET (SOU TH J DEGREES 47 MINUTES 02 SECONDS WEST, 1,080. .39' RECORD) TO A POINT OF CURVE;
J) ALONG THE ARC OF A CURVE BEARING TO THE RIGHT HAVING A RADIUS OF 5,520 FEET. A DISTANCE OF' 206.55 PEET TO A POINT OF TANGENT;
4) SOUTH 5 DEGREES 50 MINUTES 51 SECONDS WEST (SOUTH 5 DEGREES 55 MINUTES 40 SECONDS WEST RECORD), 460.03 F'EET TO A POINT OR CURVE;
5) ALONG THE ARC OF' A CURVE BEARING TO THE RIGHT HAVING A RADIUS OF .3,420 FEET, A DISTANCE OF 81.10 FEET (80.10' RECORD)TO THE NORTHERLY LINE OF' SUBDIVISION OF LAND OF SARAH E. HALL;
THENCE ALONG SAID LINE THE FOLLOWING 5 COURSES AND DISTANCES:
1) NORTH 89 DEGREES .34 MINUTES 20 SECONDS WEST, 224.87 FEET (22.3.87' RECORD);
2) SOUTH 88 DEGREES 44 MINUTES 20 SECONDS WEST, 186.3.3 FEET;
3) SOUTH 89 DEGREES 17 MINUTES 20 SECONDS WEST, 2D0.31 FEET;
4) SOUTH 87 DEGREES 14 MINUTES 20 SECONDS WEST, 96.86 FEET;
5) SOUTH 89 DEGREES 05 MINUTES 20 SECONDS WEST, .35.28 FEET TO THE LAND OF THE STATE OF NEW YORK (RECHARGE BASIN);
THENCE ALONG SAID LAND THE FOLLOWING 2 COURSES AND DISTANCES:
1) NORTH 5 DEGREES 52 MINUTES 29 SECONDS WEST, 2.36.09 FEET;
2) SOUTH 84 DEGREES 07 MINUTES 31 SECONDS WEST, 299.84 FEET TO THE EASTERLY SIDE OF NEW YORK STATE ROUTE 110 (WALT WHITMAN ROAD);
THENCE ALONG THE EASTERLY SIDE OF NEW YORK STATE ROUTE 110 (WALT WHITMAN ROAD) THE FOLLOWING 3 COURSES AND DISTANCES:
1) NORTHERLY ALONG A CURVE BEARING TO THE RIGHT HAVING A RADIUS OF '5669.58 FEET A DISTANCE OF 1027.98 FEET;
2) NORTH 4 DEGREES 24 MINUTES 50 SECONDS EAST, 460.17 FEET;
3) NORTHERLY ALONG A CURVE BEARING TO THE RIGHT, HAVING A RADIUS OF 2804. 79 FEET A DISTANCE OF 361.46 FEET TO LAND NOW OR FORMERLY OF LOUIS AND JENNIE GAZZA;
THENCE ALONG SAID LAND NOW OR FORMERLY OF LOUIS AND JENNIE GAZZA THE FOLLOWING .3 COURSES AND DISTANCES:
1) SOUTH 86 DEGREES 12 MINUTES 30 SECONDS EAST, .346. 11 FEET;
2) NOR1r1 .3 DEGREES 47 MINUTES 30 SECONDS EAST. 264.92 FEET;
J) NORTH 5 DEGREES 22 MINUTES 00 SECONDS EAST, JJJ.10 FEET TO LAND OF THE STA TE OF NEW YORK (RECHARGE BASIN);
THENCE ALONG SAID LAND 11-iE FOLLOWING 2 COURSES AND DISTANCES:
1) SOUTH 84 DEGREES .38 MINUTES 00 SECONDS £AST, 210 FEET;
2) NORTH 5 DEGREES 22 MINUTES 00 SECONDS EAST, 297.62 FEET TO THE SOUTHERLY SIDE OF DETROIT ROAD; AND
THENCE NORTH 85 DEGREES 2J MINUTES 20 SECONDS EAST, ALONG THE SOUTHERLY SIDE OF DETROIT ROAD, 383.27 FEET (.384.97' RECORD) TD THE POINT OR PLACE OF BEGINNING.
CONTAINING 65.4635 ACRES. Le:E au exapt t:re :!bl.kwirg de3t:::r::il:m prq:Erty: Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 4 of 75 LORD & TAYLOR -PROPOSED LEASE PARCEL - BEGINNING at a point distant S 86• 12' 30" E 386.31 feet from a point where the southerly line of land now or formerly of Dime Savings Bonk of New York intersects the Easterly side of Walt Whitman Road, NYS Route 110.
RUNNING THENCE the following eleven (11) courses: 1) N 03· 49' 17" E, 173.47 feet, 2) Northeasterly along the arc of a curve bearing to the right. having a radius of 25.00 feet and a length of 39.27 feet, 3) S 86. 10' 44" £, 211.61 feet. 4) S 03' 48' 44" W, 383.35 feet, 5) N 86• 11' 16" W, 290.67 feet along a foundation line, 6) N 41• 11' 16" W, 20.13 feet, 7) N 03· 48' 44" £, 46.54 feet, 8) Northerly along the arc of a curve, bearing to the right having a radius of 20.00 feet and o fen gth of 15. 71 feet, 9) N 48. 49' 16" E, 66.59 feet, 10) Northerly along the arc of a curve, bearing to the left having a radius of 51.60 feet and a length of 38. 77 feet, 11) N 03' 49' 17" E. 28.29 feet; to the POINT or PLACE of BEGINNING.
Containing within said bounds approximately 2.24 Acres. Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 5 of 75
ALL that certain plot, piece or parcel of land situate, lying and being at South Huntington, in the Town of Huntington, County of 8uffolk, State of New York, more particularly bounded and described as follows:
BEGINNING at a point which is located by extending the southerly line of property now or formerly of Louis Gazza and Jennie Gazza, easterly along a course South 86 degrees 12 minutes 30 seconds East a distance of 165 feet; and thence along a course South 3 degrees 47 minutes 30 seconds West a distance of 195 feet to the said point of beginning i said point being the northwest corner of the premises hereinafter described; running thence the following six courses and distances: (1) South 3 degrees 47 minutes 30 seconds West 281.17 feet; (2) South 86 degrees 12 minutes 30 seconds East 238 feet; (3) South 3 degrees 47 minutes 30 seconds West 19.91 feet; ( 4) South 86 degrees 12 minutes 30 seconds East 227 feet; ( 5) North 3 degrees 4 7 minutes 30 seconds East 301.08 feet; (6) North 86 degrees 12 minutes 30 seconds West 465 feet to the point or place of beginning.
,_
I , ' J ~~ '"-"'------•------«.... !1111..!!1111 ""'"""'l!l!IMll!IIJl!'l.i IIJIIH SlllQIJIIUIIIIIIUIIIIPlll'i!l!l!iAAl!!l(\!IJlllQ@ij~, 1"'¥%lll.§"$191$. !IIIAl••"'t ¾1"'/Qi~l_llll!¥ •• $11 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt- Whitman Ground Lease (Part 2) Page- 6 of 75
.A:r:r.... that certain plot, piece or parcel of land situate, lying and being at South Huntington, in the Town of Huntington, County of Suf folk, State. of New York, more particularly bounded and described as follows:
BEGINNING at a point which is located by extending the southerly line of property now or formerly of Louis Gazza and Jennie Gazza, easterly along a course South 86 degrees 12 minutes 30 seconds East a distance of 165 feet; and thence along a course South 3 (_ Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 7 of 75 r - ALL that certain pl.ot, piece or parcel of land, situate, lying and being at South Huntington, in the Town of Huntington, County of Suffolk, State of New York, more particularly bounded and described as follows: BEGINNING at a point distant 1,045.18 feet in a northerly direction along the westerly side of New York Avenue from the intersection of the northerly line of the land now or fonnerly of Tepper & Levin and the westerly side of New York Avenue; THENCE North 86 degrees 13 minutes 49 seconds west 230.04 feet, to the point or place of BEGINNING RUNNING THENCE the following eleven (11) courses: J. North 86 degrees 06 minutes 53 seconds west 69.32 feet; 2. South 03 degrees 53 minute~ 07 seconds west SO.JO feet; 3. North 86 degrees 06 minutes 53 seconds west 160.63 feet; 4. North 03 degrees 53 minutes 07 seconds east 291.00 feet; 5. South 86 degrees 06 minutes 53 seconds east 58.54 feet; 6. North 03 degrees 53 minutes 07 seconds east 51. 73 feet; 7. Sout/1 86 degrees 06 minutes 53 seconds east 136.12 feet; 8. Easterly along the arc of curve, bearing to the right having a radius of 30. 00 feet and a length of 37. 72 .feet, (Chord: South SO degrees 05 minutes 51 seconds, 35.28 feet); 9. South 14 degrees 04 minutes 49 seconds East 80.90 feet; 10. South 03 degrees 53 minutes 07 seconds West 140.00 feet; 11. South 22 degrees 12 minutes 58 seconds West 57.86 feet to the point or place of BEGINNING ------. ------~ -,- ---- Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 8 of 75 NEW YORK AVENUE (VARIABLE WIDTH TOWN ROAD} COLD SOUTH PATH) F== - - - - -l - - ·~ - Q, 752STALLS 313STALLS ------.SJ w - - - z0 - ~- -- - .~ ------=- ~ i i~ ' ~ REC~ARGE / ~ -~-- BASIN 'B" - '~ ' I I~,::::- r-- PERMISSIBLE DECK AREA ~ ------~:1- ~' ·~ c:...---- ~' SOJ"5J'07•111' 140,00' 1:l'f' Q -- I -i ~ PERMITTED MACY'S SIGN NEW YORK STATE ROUTE 110 ON PARKING DECK EXTERIOR WAJJ..7 (VARIABLE WIDTH) ,-- PERMITTED LORD & TAYLOR SIGN ON PARKING DECK EXTERIOR WALL J>, 1111 rn111111111r1111P 204STALLS PARKING CALCULATIONS GROSS LEASEABLE AREA (G.L.A.) CALCULATIONS llll 111111111111111111111 LEGEND 1111111111111111111111 IIIIU l:llH MACY'S REQUIRED MACY'S 291,217 SF NIC .r.;;:, WALLSHOP llll 1111111111111111111111 _, · PARKING REQUIRED: 4,5 STALLS/ 1,000 S,F, GLA BLOOMINGDALE'S 211,940 SF ,_. CART 11111111111111111111111111 I TOTAL REQUIRED: - 4,590 STALLS SAKS FIFTH AVENUE 100,000 SF ! ;::;;~ KIOSK 'i 1111111111111 ~ 11 I~ 111111111111 ~ ; ,, .. :...... ::q F __ : ___ . PROVIDED 1 ' - ' LCRD& TAYLOR SURFACE PARKING PROVIDED: 4,217 STALLS LORD & TAYLOR 120,000 SF ~TRAFFIC SIGNAL STRUCTURE PARKING PROVIDED: 415 STALLS (211 AT GRADE MALL 262,000 SF 204 STRUCTURED) , D SIGNAGE PARKING DECK TOTAL PARKING PROVIDED: 4,632 STALLS OUT BUILDINGS 35,000 SF (BANK, BUILDING "E") No. Dale Hem 225 ----- OVERriAf.lG JF CAR (TOWN Revisions n // REQUIRE5 ":' JLL STALL TO BE ; ! S-10',\N AT 2J' 1:-JCLLlDING IJf::RP.ANG. GRAND TOTAL 1,020,157 SF " ' ' ' ~ '' !:;; o,~ Xi I fi u e ! --...... _____ - FL~.'-:TER 0 / I 1957 C C 38.14' 18' 20.09· I 5' lf ~i :;1 ---::,! "' / 31 ANGLED PARKING DIAGRAM (2 CONDITIONS) -m, 1/16"=1'-0" CT M, SICD IT, ""i ~ 01z :Ci w:/' COi WI i ""' "' ~ ~I DrJ:t~':-'", 1Jf' .··'" (Jr} °I;!:' ,:,. I ~, *',: ,w,.,. ,...... ,. r,, Ill c;~' o::::, RTKL New York Arch. & Eng, P.C. / co 333 S. Hope Street, Suite C-200 I Los Angeles,CA 90071 ~, 40' ,. 20' l.Q'..) '°'H (213} 627 4 7373 FAX {213) 627-9815 0 __, Ci 1998RIBL " / :fl FOR REFERENCE ONLY RIGHT ANGLE PARKING DIAGRAM EXHIBIT B - SITE PLAN 00 SEE CIVIL DRAWINGS cr (2 CONDITIONS) cr- 1/16"=1'-0' NORTH FOR ALL SITE WORK N[ File Name: J;\9603!lwarcadd'easing'\S~e-exb.sht 0 u5 r::I Project 40-96039.00 -"' ....-- 1:80 ~_, Data June 15, 1998 RM11on0ale July 14, 1998 SI-,, •0 f,--- '---·--". ------···------~-- Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex '1•,.. \' (',· ~ • I ~·.A ' ."' 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', '.ti,,,' ' -----. ·,'-·.' . • ·-Li,,- 1•.. , ~;,;~ ~r.tr,.;,· ... • (·..1'·'· t .--~.... -. I 'i· ti:f11:, "' . 1·' j .... ir 1:~ '. iti'J:t .. ; 'ff . 1 . II ~- I I I ... ' \\'\\\~~i ·-"--" .. -· - ., .... , .. ·--·---- Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 10 of 75 EXHIBITC PERMITTED ENCUMBRANCES * 1. Declaration of Covenants and Restrictions by Corporate Property Investors, dated as of April 10, 1981 recorded August 25, 1981 in Liber 9058 cp 307. 2. Gas and Electric Easements to Long Island Lighting Company recorded in Liber 5096 cp. 273 and in Liber 5512 cp. 227. (Affects Parcel II only). (a) Agreement of Consent recorded in Liber 5512 cp. 268. 3. Agreement with New York Telephone Company recorded in Liber 5114 cp. 35 4. Water Easement to South Huntington Water District recorded in Liber 5131 cp. 412. (Affects Parcels I & II) 5. Notice of Appropriation recorded 2/3/58 in Liber 4424, page 237. (Affects Parcel II Only) 6. Water Easement and Agreement to South Huntington Water District contained in Indenture recorded in Liber 5077 cp. 435. (Affects Parcels I and II) 7. Telephone Easement recorded in Liber 5167 cp 519. 8. Sewer Agreement recorded in Liber 11630 page 686. 9. Reciprocal Easement Agreement for Ingress and Egress dated October 21, 1996 among Corporate Property Investors, Janice H. Levin, et. al. and Federal Realty Investment Trust recorded at Liber 11799, Page 409. (Affects Parcel II only) 10. Terms, covenants, conditions and provisions of a Lease by and between Walt Whitman Center, Inc. (landlord) and Walt Whitman Management, Inc. (tenant), dated as of March 27, 1962, a memorandum of which is dated as of March 27, 1962 recorded May 15, 1962 in Liber 5165 cp. 129. (a) Agreement Amending Lease recorded in Liber 5279 cp 338. (b) Agreement recorded in Liber 5279 cp 347. (c) Agreement recorded in Liber 5279 cp 373. *Parcel I Demised Land Parcel II Tenant's Ea)ement rights to use the Common Areas of the Shopping Center Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex i) Assignt;ient andA,mption of Lessee's Interest under N Walt Whitman Ground Lease (PartOperating 2) PageLe~ 11 made of 75by Corporate Property Investors, Inc. as successor to Corporate Property Investors to The Retail Property Trust dated as of 9/23/98 recorded 9/23/98 in Liber 11918 Page 829. (e) Agreement recorded in Liber 7567 cp 210. (f) Assignment and Assumption of Lease recorded in Liber 7798 cp 369. (g) Assignment and Assumption of Lease recorded in Liber 7798 cp 361. (h) Non-Disturbance Agreement dated as of 4/1/98 to be recorded. 11. Terms, covenants, conditions and provisions of the Lease by and between Morgan Guaranty Trust Company ofNew York as Trustee (landlord) and Disque D. Dean, John Ellis and Daniel D. McCarthy (tenants) dated May 11, 1962 recorded May 15, 1962 in Liber 5165 cp 144, assigned by mesne assignments and held by Corporate Property Investors. (a) Amendment and Supplement to Lease recorded in Liber 5228 cp 326. (b) Agreement recorded in Liber 5279 cp 343. (c) Certification by Morgan Guaranty Trust Company of New York, as Trustee, dated September 11,1973 and recorded on January 10,1974 in Liber 7567 cp 168. (d) Modification of Lease made between Morgan Guaranty Trust Company of New York, as Trustee and Disque D. Deane and others dated September 17, 1973 and recorded on January 10,1974 in Liber 7567 cp 193. (e) Certification by Morgan Guaranty Trust Company of New York, as Trustee, dated January 25,1974 and recorded on March 7,1974 in Liber 7600 cp 408. (f) Assignment of Lease from Morgan Guaranty Trust Company of New York, as Trustee, assignee, dated September 30,1977 and recorded on October 11,1977 in Liber 8322 cp 441. (g) Estoppel Certificate dated 9/30/71 recorded in Liber 8046, mp 32. (h) Agreement recorded in Liber 7658 cp 8. (i) Agreement of Resignation and Replacement of nominees recorded in Liber 11359, cp 357. G) Non-Disturbance Agreement dated as of 4/1/98 to be recorded. :::;;,.. 12. Declaration of Covenants and Restrictions Running with the Land dated 9/22/97 and recorded in Liber 11863, page 967. (Affects Parcels I & II) I:\SPG\WALT\l&T\L&T1.13 Exhibit C - 2 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 12 of 75 13. Rights of tenants under leases, but only to the extent that such leases grant non-exclusive rights to use the Common Areas for parking and pedestrian areas. 14. Survey made by Barrett Bonnaci Van Weele dated April 29, 1998 and last revised on June 23, 1998 (the "Survey") discloses the following:. I. Area shown as being under construction. II. Easements set forth in Liber 5131, Cp. 412 and in Liber 5077, Cp. 435 are shown as crossing Parcel I and indicated as to be abandoned. III. Proposed Gas and Electric Easement and Proposed Water Easement extend onto Parcel I. Note: Any state of facts shown on the Survey as to Parcel II. l:\CPI\WALT\L&T1.13 Exhibit C - Page 3 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex ,1tj Activity /Orig I Early Early ,--·- ~AR ------:17- 1998 o~------r--oc-- N Walt WhitmanI Ground Lease (Part 2) Page 13 of 75 1 ) J ____· _____ · Desc1!ption --~!J Start F~nlsh_ L_~J;B' ',-:-,M~-, -,L"~fR_ ~-~~v,_ ,J~NL_ ,'.:~-~U~-, ', A~- ~~§.~~-~ ;--,--,r; :HITJe~;~~~ir~~~~~~iiin~. -~TA_~~!-_-___ -,~,1~~A~9~-l~9J/.\~~~- :Design Ty~ical Mall C~iling -STAbE I ' : 1 ' I I Design Blrngdale's Court/Cross Mall~ STAGE . . . 2~ 23~AN9~ I~4F~B98 'f ~e$ign Blrngdale's CQJrt/Cross M111 - STAGE I . , 1 Design of Basemeof (mall mgmUcomm ,mlbafh,m) 47 11FEB98 j16APRB8 I ., , • w oesjgn of ""'I'."'"' (mafl :"gmU,Om Innfbathnn) DS#4 bay, Macys Crt/Cross Mall STAGE II 49 16FEB98123APR98 : ~----- , \iD~sign PS#41 bay, Macy$ Crt/Crosstall - STAGE II ' I I 1 ' I I 351 ~~MA~98.j 08.~A Y98. - · l"- -- . .E:h..c_ :-~-: 2:1~~~i~~jc~nt~r ~~~rt.: ~T~GE !II 20123MAR98 I 17APR98 1 • LS . . vstnictural Des111n of Cant~r Court . 1 2~ 110A~~~ i68.~-~N~8. I . · . I · • : • 1 j j 70esign\otexteriorEIFS 35 16JAN98. J 051'v-1AR:8 , , Design qf Entries i I: ; : I . · . 1 1 Procure Stone Tile 70 16JAN98*] 23APR98 7CPI Procure $tone Tile 1 · LDING, FIRE, HVAC, SPRINKLER PERMITS ______,l. ... +_----~.---~:·"'_--:-·--:·t:i~-:-_i-t--- ··... -~ 1· 1 [Permit-for ·commonMaiIIBloom. '"-27 ·rnJA~98' 123F~B98 Jennit for ctmmon Ma111s1~om. ctj- STAGE I i Amit for Macy's Court/Cross Mall· Stage .. 20 16JA~~s· 1~FEB98. . c-pemiit for Macy·~ Court1Cross Mall - St~ge 11. [ 1 ,rrmit for Ctr. Ct. N.Bay, Entries Stage iii 20 16JAN98· 12FEB98 , 1 pemiitfor Ctr. C~., N.Bay, ~~tries ~ Sia~e Ill • I Permit for exp. - Stage IV, planning com. approv 1 _ ~~FE~~~· j 6~~~R~8 ~ • . : i~ \~Permit tf exp., St~q~ IV, plan1ing com. approv I Permit for Demo of Building A 2~ ~~JA~:8.* j 12F~~:8 _,. ~~~jof ~uildi~~f -c •..• ---·.f:[1!t!.~~ I~-- Li __ :) j .- Permit for Basement Managemer1t Office 1 20 1.. 6JA .. N98* .1.2FEB98 1__· _ 1B~s=tn.: :~!_~~~~~~e.. ~! ~ff_ I ri:i MMON MALL AREA ': • -~p~.,.itf~rI • I I· I· ..: ilc: _____ : .•-·; . --t... ____•. _..._ . I 1 0 ·1-. 5 16]AN9S- 22JAN9f bt repai~ b~ P~ntb~ok i : I: I : i : : : : ! • .. . ------· - .. - .. I, . . I : . I . . i . ! : . : : :I : : : i i : : I p....-< mirrors & drywall abv. tenants 1 60 16JAN98 09APR98 · i:felnolition wi>rk, irtors & d all abv, tenant$ ' j : Cl 3 1~JA~§a• 2?~AN98 :tal! added Jroof drains I I• ! I . ; : 1I • . : .• J E-- 1~JAN9s· 05JUN98 I: T ...... • : I. : • 1n$tall Sfrinkler: p1p1rg 1 1 1 100 06FEB98 26JUN98 I L* t ~ 1 ~\nstall hvac .ductwork -co !· • ' ; • · • ' · " • ! · · •, ' ' ' • • I 26 ~3~AN98 H~FEB9~ :-~--- ~ref oµte-elect~c;1i" - .. -· r-1 ~- -:· ·1 1- - -- - :: ; . -~ erect scaffolding 3 13FEB98· J 17FEB98 :1c~er~ct scaffoldipg · j : :! J : . · 1 ri:i I I 1 frame ceiling & light cove 100 l 18FEB9~ I 09~~L98 j ,. , : , . : : : 1rame ~eili!lg & light cove 1 1 1 J I install electrical fixtures 1_00'2_5F_ EB___ 98_ ,16JUL98 ' · .'illiNMNtiNNNEN t I a • ·insta_llelectrical ..fixtures ...... 1 : I ' ' j I ! j t . ( , , ) .,. ard /tape/ sand drywall 100 11 MAR98 30JUL98 ! i [ , . . • . • . , . . • . . . . . /board I tap~ I sand drywall 2 nl ceiling 70 ()6MAY98 [ 13Au'G98 T · j1 : -- "-~ 1:1:--·-:--l·-:··----L-.--···--~- -·-:-paint.Felling · · I I install pitch pockets & misc. mtl for skylights 3.11 OFEB. 98 J 12F. EB98 !VinstaiiI pltch pockets & miser. n:tl, for skylights : I •. : • • I ._i ! '.) [ install skylights 30 08MA Y98 I 19JUN98 : ' 1 , • 'install skylight!j i , 1 idemo mt!. roof at skylights 20 I22JUN98 I20JUL98 i : I / . i 1 j ,! ·: . , d~rho inti. roof at skylight~ 2 Iboard /tape/ sand drywall at skylights 20 · 21JUL98 117 AUG98 J, ... ). _...... j L .. J_ , •. , ]: _ .:., , --boatd I tape I s~nd drywall 8 [ install dust curtain below new side It. cove 20 I04MAR98 l31 MAR98 I.'., •, install dust curtain b ,low new sire It. cove I 1 7 0 idemo exist stone tile SOj01APR98 :10JUN98 i , •. r . demorxist.stone1tile 5 40 15APR98 1 pr~p floor for fill tree . lprep floor for tile / fill tree pits ! i ojUN9ii ' .. • . .• til~ I i 1 1 1 1 1 0 Iinstall new stone tile 78 l08MAY98 l27AUG98. T • . I ms1all new $lone tile I I ,. --~-- ·-· ' i 0 iremove dust curtain 20 31JUL98 i27AUG98 'remove dust curtain - .. - . . . . . I. - . ... T .,. : -· . I : . . . .. 0 !paint at skylights and underside of light cove 10 28AUG98 i 1OSEP98 . -..:-paint at skylights 5 j~~~~ll fire hose cabinets, misc. finishes 1 SEP98 l24SEP98 ' ' -.... installI fire ho ' . J St\Nf1of7 ,,c1 S11rt 1lJUNIH /_ / Eaily ---Su ·r·W:S2i ------,,rfFmhlh 30HOVH J.: T P1091eu Bu CHARLES PANKOW BUILDERS, LTD. 0 .. 1, 1SJ-.NH I-· ,,_ Ctit)ul Acti-wny n:,1* 2TMAYH WALT WHITMAN MALL RENOVATION • r- ~•,. - ~•- ,,..., Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 14 of 75 ;'~I' .------. D~~~;;o_n______-r~--~~-l---E_~~=r.F~:;. ,-,-H_,M_ ~~_j__ ,A_,_~~=rrL~AY I + '--+1'1--~~G I $~~. ~~1·'-i ___ /unch list _ ~ 17~EP98 30SEP98 : : ~J ___ (______:j ... ___ ;__ J.+_ ------,-;---- . : . : . 1-,-punch 1st >OMINGDALE'S -~ROSS MALL ------~---~-~- • • i I: : : · • : • : : I· : : demolition work, mirr~~s & drywall ab.v. tenants _ !~--~A_~_-=~~-_!__ ~~~~=-~ .._ detn1:_lition __ worl(!mirto~ & drywall ; tenants install added roof drains 16JAN9a· 16JAN98 nadded r~of draif!S : : : : . 1. . : I install ~ie sP.rinkler P.iping ·------21 1~~A~~~~ ~~~~B~~ : : Jnst~II fjrnspri~ Iler piping I • ' I ~emo old fir: ~~rin~ler pipe _ : !~F~~-=~ ~OFEB98 • : LVff11? old fire F~rinkler rjpe install hvac ductwork 10 23FEB98 06MAR98 : : : ~im;tall twac ductwor~ 7 reroute ~1ec1r)~a'i ·--- s 05~~~:~- ~~~~~:~8. ~~reroijie e1e'ctrici1T~'.~-n: _,__, __ ,,_ f-!--c-- erect sc~ffolding __ :_ !-~~~~:~ 1.!~~~:8 : 4. LSI?erect !iCffoldi~g : [: , . . frame ceiling & light cove 55 !!MA~98 ?.~~:'~:~ _ , , ,, , ~ frame ceiling & light eove 1 instal_l_ ele-ctrical fixtures _ 30 24MAR98 04MA Y98 ~ L! I' I'-'i.1s~II eltctrical fixtures fj I !F ~::~: ,.. ,, d,Y,,,11 ,. :~~~~:· ~~~::; - , ~- : _· ~-~~i: :~ri~~ ~1· nd ~r~_t -:~-,_---1-. -_ --- . , _ tlightcove .. ___ 12 1:~AY9~ O~JU~~ , , I jl .(Jlllllll!IJpajntlightcove 3 0 j :::;:;:,~::f ,;;'::;:,,.,, 16i HVAC ;~;:;;[ ~i~;:; ,7:;~~:'3~;::::::~ cu~\ ,, L~c N w.:i ductwork for relocated 2 HVA~ units ____ ~~!A_N_:l~ 29JAN~ eu~~~-:~ to:_:~~~c-~e; ~ ~~~~ u~its : :! I 0 installdustcurtainbelownewsideltcove _____ ,_____ 2°-?!~~~-:..8 l27APR98 .. ____ • • -:- T[ .. , .. : : : : , • ~ 0... demo exist stone tile 5l28APR98118MAY9811 I •I -3: ,-~d_~,o~.xist,;st~ne. til_e;_· El __• [ ·_ : I prep floor for tile/ tree pits 10 I 12MAY98 l25MAY98 I I . I L'.Jlll&j ~rep f'°or f !install electrical fixtures f. • • •ln$tafl e1e9trital fixtu,r$ _ . . I .: 1 1 ~ard /.. ta.pe. I sand drywall j:~~~::: i :.. . . I. C",l>oard / tppe J sand :: 1~;::: 1- -•--./_:__ __ ; .:.~--~-.;.;. ...:-j-1- · _;1--- -··-I·· ~me skylight curb 3 24MAR98 126MAR98 l ~tram~ s~yl,~ht cu,ri> . I I . . 111stall skylight . s 27MARila ] 02APR98 I . [•71nstall skright: • : , I . · 1 Idemo mtL roof at skylight 5 03APR98 [09APR98 I • f½demo f" ,;~, ot H1;ght I . (""'") drywall at skylight 2 1OAPR98 Ii 3APR98 w:.l 0 paint ceiling 20 I 1SMA Y98 112TUN98 l . I -~·']U1tu·~·~ .. ;"\c~m •• _ 1.. _ . i . --< i::i.. remove and replace slab on grade I i · j i .prernoye arid tepl~te slab on grade s· oaJ~N~_a·11~~~~~a I prep floor for tile/ fill tree pits 8* 01APR98* 10APR98 : ;_b/prep fl~or tor tile Atill tree pi1l ~I. ; Cl , I I , 'install pew stone 20* 14JUL98* ...... r-' 31 oaJLJN98 16JON9B .ell' barricadeI for ent work ,I I1 f I , , ...... co ) 3!11JuN§a 1sJLiN§a :::r: i ·"\ ~e~r !~~-e~t'! I . . , . .: ;x: 5 5 16JUN98 22JUN98 I · :_.,footings & grftde beams I r.;.J I f I · I , • '.) . erect steel columns and beams at entry 2, 23JUN98 j 24JUN98 tv·erect steel columns and beams at entry • . ! . - Y I · · I 5 Iinstall misc. mtl. for entry 5!25JUN98 \01JUL98 :. i1l/instal1 misc. mtl. for entry 7 !install metal decking 2 j 02JUL98 l06JUL98 •+ t1'7install "1etal deckin~ I 0 i roofing and alum. coping 5 25JUN98 I01JUL98 •.'.Jl('roofing and alum. coping . . . I ... T • "•' ;. -• • i •• '' • _,; 2 estal studs & duroc wall 5 02JUL98. I09JUL98 1-.:Cmetal ~uds & dur<~c wall f. . . ! J • 5 I stainless steel finishes & Alucobond col. cover 5 10JUL98 j 16JUL98 i'l£&ta111'8ss steel fm1shes & Alucobond c · f 1· . ! I 0 EIFS at entry . 5 1i JUL98 i 23JUL98 ,w;;E. IFS at entry i ·, · Y i : • I 1 5 install entry vestibule/ glass doors · 7 24JiJi..§s IoiAuc;§a .:..---.:.'install entry vestibule I glass do I • - -· , . - . I ~ - . .. . • - f ' 7 install exterior tinted glass at entry 7 04AUG98 J 12AUG98 ):"-. install;e~terior tinted glass at :--'punch lis( 0 punch list 14 13AUG98 r01SEP98 ~ . I 5 Bloomingdales Grand Opening 12AUG98}12AUG981; &Bloorrlingdales Grand Openi I l ' t, - ,,;- • " .. . . j ' • • \CY'S CROSS MALL I I 0 work,. mirrors.drywall, mtl. .26 16JAN98*] 12FEB98 5 3 16JAN98* i 20JAN98 0 install new fire sprinklers 15 23JAN98* !12FEB98 ·o old fire sprinkler pipe 5. 13FEB98 I 19FEB98 5 install hvac ductwork al16FEB98 l2sFEB98 j IWSM ShMflot7 "+ti Stll't ll)JUNU r- 7 E"ty Bu •c.! Flni•h lONOVH J. T P,ogr.. • 8-.r CHARLES PANKOW BUILDERS, LTD. , 01111• 11,JAHN l _ ... ·------,_.,,_JCdtlul Activity ?l'lltflVIUf WALT WHITMAN MALL RENOVATION Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex Activity Orig Early Early _ _ 1998 N Walt Whitman Ground Lease (Part 2) Page 16 of 75 AO"G fSEPTQ~T~_l ;11 Description Dur Start Finish FEB MAR APR MAY JUN_ L JUL .. j .L ' rerouie electrical ~ erect scaffolding . :! !iali~ r-~{:t,:~:;~:.~.-'~!~ !Ill,:.JTJL.+~i' H ' 'i ' . • 'j frame ceiling· & i~~:.- cove install electrical fixtures 50 Y98 : . . , , . , . ! in~~II ~lectrical fixtures [ ?.:_~~~:~ ~~~ 1 board j tape)sancfdrywall paint ceiling 23 04MAY98 04JUN98 I . , , paint ceiling 1 1 relocate HVAC Ac~:flor basemenfoffice ~ 1~~~~:!· !!~~~:~ ' qreloc I te HYAC Af-3 fpr bas1m~t offi~, ' 1 . fill in mtl. roof at opening to old HVAC unit 3 12FEB98 16FEB98 ,1](1f1II in mtl. rooht openin~ o old HVA unit · I' , I I • • install dust curtain below new 20 16MAR98 10APR98 ,. 1"*7installidust curtain below ne $ide If. co e !demo exist. stone Iprep floor for tile, rnr tree pits ~; ~~:~:: ~!~~~:; ,...... ·-·"·--· j_ ! ' ) ~~;~~~;;:;;.:•~in iio, •"' I J.nstall new stone tile 25 ~::~~~8- 1~J~~~~ · . · i- ,install new ston~ tile . , ove dust curtain 15JUL98 21JUL98 · . : l-.:i'remove dust curtain . I paint underside lightcove s ~!Ju~~- 2~~~~9~ I : . : . ~r a int underi;ide light c+ve barricade for entry work ~ ~-~:~~:8. ?.8.~~~98. +----~---·-"-· -~ _;_~--~J~.b~a-~~¥! f~r ~~~!Y_±"."'~!k J..: .. : . 1 . ~ demo for entry 5 09JUN98 29JUN98 : • I _3 demo for er1try · :1 i (.I.l pour footings at entry 5 3?JLJN98 0?JiJ[ga ! · Y , po~r to9fings at anfry . j v erect steel columns and beams at entry 5 08JU~:8._ ~!:~~9_8. ~~re(:tj$tel!I tolu"JM and beams at entry <0.... misc. rnu.· for entry 5 15JUL98 21 JUL98 • L11i7in~tall misc. rt111. for ent,Yi · I 1 mtl deck roofing and al.um coping 1s !1 sJLi[ga I04AUG98 • : J • • : . rt1tl, dqc~, r9ofing a~d alum. cop ,. ~ . -~.,_.,_,_1,y_,.~---·"·"-f·· .... ,. I.. . t-' metal studs and densglass 0 I05AUG98 I18AUG98 · • • . • ·.--?metal studs an~ densglass -Ct:) stainless· steel finishes·& Alucobond 10 05AUG98 18AUG98 ,~stai.rl~s~ steel r.inishes & :r:- J EIFS ·at entry 10 19AUG98 01SEP98 • : :~EiFs at eitry ~ I (.I.l 5 install entry vestibule/ glass doors 19AUG98 I01SEP98 '-~ install ent,y vestibule ' ' :, : : ' ' glass at entry 16 I62sEP98 !1 ssEP§a Y'••..7instJ11 e)(terior ti 5 r-: ' . ' . ' ' ' <- ·.1··._. ;~pai~t_EIFS' at ~nt. 0 • . :..-.: punch list 1~1~:~~:::1;:::::: j: :_ 1 ,C - I . • i . , , 00 lI • ~ ~6J~~:8.* ~?.JA~:8. tall added;roof drains I : : . : \· . I 1 05 install pitch pockeisfor skylight framing __ 2 ~~A~:8. ~:!~~98 ,tall pjtch ~ockefs for jkylight frar1ing [ · i 15 demolition work:mirrors & drywallabv tenants 20 23JAN98* 19FEB98 1--~'"'7dJmoli11on work, mirrors:& drywall abv; tenants 30 install sprinkler piping 15 ~~FE~~~~ ~~~~-~~ j :9install fir~ :;p~ini 40 exc & pour footings at grid 5 1O I 19MA Y98 fo2JUN98 & po~r footi-~gs ~t Wid 5 • .I _ I_ _ ~ e:c I.Ii 42 roof penetraiions, shelters & interior barricade s l 03JLJN§a Io!iJlJN§e ~ ~oo, pin!!tr;it1on~. j~h~lt~rs & ~tenor bar~1cade w 43 d~imo existing window wall system &space 1082 5 10JUN98 16JUN98 ,~~enf existing i'indow walllsystem & ~pace 1082 0 -< 44 demo Macy's eyebrow canopy 3 each 2 17JUN98 18JUN98 __ ;__!;"vdeT~-~~c~~:~re_a>[o~ c.~~OP,Y 3 e~c~i _ . .: : 0,... 45 erect steel columns & beams s foJuNi:ia 22JTiN98 . ~eiject steel e~lumns & berms. . Cl 47 I instaii misc. metai tor skylight 2 23JUN9a· 24J(JN9a . tf install rf!iS~. retal for s~ylight · I ; ,__E--- 48 beam & misc. metals entry 2 ! 25JUN98 I26JUN98 for ta;r L& T'i be.am&' mjsc:. metals for entry cc 50 misc. mtl. entry arid North Bay 10 29JUN98 13JUL98 ;t. . • ;inst~I misc: mtl. !ntry and N~rth Bay I I i 53 5 14JUL98 20JUL98 · • : ~me al deck f)vtr court > w,,. ShoNt 5 of 1 J•U Sl•t1 1:3JUND1 I' 1 Ea,ty 8•r J•r:t F111l•h 30HOYH Ji T 1to,gru• 81f CHARLES PANKOW BUILDERS, LTD. • 0.1. 11.JANH ll _____ ·-- ...,_. ____ ,JCti11cal A.c:1h1lty I 011• 21MAVH WALT WHITMAN MALL RENOVATION Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex tlvl1' Activity OrigN WaltEarty Whitman -, Early Ground;E_B__ LeaseI~=~A-R (Part --I 2) Page 18 of 75 I SE_P I OCT--! 1; Lp-unchlist --- Description ______,_ Du~ 24~;,tjta~~:a ~·· ''t~:=___~L-~-1~ __ ~- ~= •----·---~------" -- : - ' '( ' .. J. , :NTER COURT If!!_!'!~~ GLA TO DS#3 ______h I ~-1: . . . : 1: 71~!*J 16JAN98129SEP98 , ·. --'---'--·- __ ·~---. __ . , see C(lnter 08~ - cut' backcanopyatWest side____ ------30 15JUN98' 27--- JUL98 .. ~=::t:::::=:::::::~~~~--~, ut ~a~k ca1 opy at We1 t side 10 insta"ff ~~:w fascia-a~~~opy ------40 isJUN98- 10.AUG98 ' T ' install rew fascia rt canopy ~ ! ;~e~i:~ :;:~i:::kalls - . ------· ------+--:~ ;~~~i:- ~:;;:;; Llll-J••1-••••1 •_t';=t~~:i~;o;i:::~k 0 ;~ :~:~t~c:s~:1::~~:~~ mall _ _ __-_-~; ~~;~~;;. ~:;~::; - : t- :--r- ·---· _.__ ·1 ___ - _t;;,ihi e£,-.+aii~~·;;~:~: · 10 punch list 10 15SEP98 28SEP98 1 _ \ .I C.::.-:~punch list ------···---~----, 4 -·······--··------~~ ---~ ---~--~- -~ ---~t· 1SEMENT 1 1 • I ! 00,-~--mo work ------3~ 16JAN98* 05tv!AR9~ , detnQ w4r~ I 01 epare ~I~~ openin~'. dem~ & reinf_ 10 27FEB98 12MAR98 . . ,.-~-prepa~e slab opel'Jin~, demo!!' reinf. 02 elevator pit footing and slab 10 !~MA~~~ ~~~-R:8 . I I. ~~lavator pit footing andjslab 03 I emu at elevator pit _1~ ~7~~~_:~_ ~9AP~~ : ~I .~emu at ~levator p1 . . \0 04 frame for elevator shaft _ --- ~ 1~~!~=-~ ~6AP~=~ r: . i J~·tr~1_!!~ eleya~o~~haft~L , --~J --~ ~- j_. _. P:.l 05 MEP-rough~in - 25 06MAR98 09APR98 : ' ---.:;'MEP rough-in I v 06 install power unit at elevator machine room < 5 1~~:R:8 ___P__ : . · .· I ~i~stall powelunit at eleilator machine room 0.. ~~- ~~8 I 07 install Jack for-elevator- 5 21APR98 27APR98 : . · . · ~i~stalljack orelevato~ . . j Q 08 install rails & brackets for elevator __ ___ }1'f!nstall r~il & bracket_ for !'llevat f . E-<,-..; 09 elevator platforms, entrances · riele at()r f>latfo s, jlntrati¢~s & (:ab co 17 elevator trim, pit ladder, misc_ ::c,-..; 20 installhandrail 'm~~~:1~:;~~:rn [ I - 1-f~~:::,;~:,:i:--Jl~r.misc. ! X P:.l ·45 punch list ! ~punch hst ] I I · I · ·so turn over to Pembrook ,&"tum otr to Pembrook 1 )RTH-EAST SERVICE ENTRY 1 ------·- ~---~---1 footings, grade bm. & roug plumb. new bathrooms 11MAY98*103JUN98 ~-,~ .~, -:\7~•~:n~,:19:ade bnJ:ug plu .b n~w baliro~, 1 ur slab on grade 5104JUN98 11 OJUN98 ~pour ~lab ~n grad] . 1 • ~- : • _, 20 Tsirucfurai sie~I at Nortll--East service entry .\7strtict~.ral steel at • orth :East: ervii:e ent~ , 30 Iinstall- mtl deck roof at North East service en. !I~~~~~::- J~;~~~:: ~~n~tal 111t1; d!ck.. I: oht Nort East servif e en. I roofing atNorth Easfsiervice entry 10 I 15JUN98 I26JUN98 : :-..;' opfiog atNorth East s!rvice entry 50 mep work at North Easi service entry 10 I 15JUN98 I26JUN98 . ,. ,.- -,- . . ~ _;_P~~rk:af N~rth Easise~ice entry . . . 1 , 55 Iinstall fire sprinklers 10 J 15JUN98 26JUN98 ~ •f sta.11 f!re s];rinklers••1 . i 57 pevel floor -_, -- ·_· ~ I~:3.U~~~ 3~JIJ~98 : : ~l~velflo~r : : • • .1 • · . I 60 out new walls and bathroom walls 10 129JUN98 13JUL98 I -7b~il~ ;ut new ',Valls and bat~room Wa(ls 70 work, trim and paint 14JUL98 27 jt.JL98 L~ inish WOrkJrim and p~int 80 install doors 3 28JUL98 . 30JUl98 -\--:· :__ ~in~ail doof. s · ' · · 1 · -90 install vinyl tile at corridor 3 31JUl98 04AUG98 : : : :l~'instaff vr, yl tile at c~rridor 95 punch 2() 05AUG9-8 01 SEP98 lJl___ "punch lis 1 WS2$ .,....,on •cl Shrt llJUN91 i Euiy e.a, •cl Flnl•h r ProgrH• lOHOVN Ju T Bu CHARLES PANKOW BUILDERS, L TO. 'o.,. 1a.JANH l----~Crltlcaf Activity · 0,1. 27MAYH WALT WHITMAN MALL RENOVATION n ... -: __ ,. c,,_h_....,_~,- Case 20-33332-KLP. . ... Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:511998 Desc Ex 1vltj Activity Earty N Walt Whitman Ground Lease (Part ru2) " PageI ..,.... 19 • ofI 75;Jl:Jfr' 1 JUL I AUG I SEP I Description Finish oc:r:: ~J · _j ~:~1 :::: ·~---t UTH-EAST SERVICE ENTRY --! !.---. ~~j. ' ' --+' ' --- t·---~~.-i·. ' 1..' --1.--.;. . --~.---!··1 ~ l J l. ·1i .I l l. 1 ' . : : : : . : . : ' . ' 10 Ifootings at South East service entry 04JUN98 l24JUN98 ~t. ~ting~. at '. uth.. E. as.t 1· rvice entl.· 12 Iplumbing & electrical 5 25JUN98101JUL98 · : /Plutnl)ing f ejec_trical . 13 pour slab on grade t ~ 7pour s _b on grad. : . 15 structural steel at South East serice entry -:~~~~~~~- ~~~~t:: q$truc(ur~l~te~I ~t So~th E~st Sf! l Ice ef!try 0 install rntl. deck roof ai~fouth . slo;faJL98 I09JUL98 , . l-?in~tall mtl. deck ropf at South ;East servic ··- ···-----,--. - ·- ·--··--J-;--' _____ .J; ·---- . ·---.:J ..... - ···-· .. 1. - ,. . , 5 roofing at South service entry : ~r4ofing at So~tll East s~F·c~ entry '0 mep work at south-East se-rvice e·riiry ~~·J ~~j~t;i-1!~~~t:: : /Jllllll[7i'nep work at South East ervice ent ,, . I' I ' ' I . ' . . 15 install fire sprinklers 10JUL98 l23JUL98 : --~'"ftall fire ~ptinklers ' i ' lO build out demising wa'li'and'corridor 1 oI 24JUL98 · t 06ALlG98 : • • L~bulld 'oliJ demising y;alland eor l5 finish work, trim and paint 10 ci7AUG98 2ciA0Gsa · : I· /'lall["fimsh work, trim and paint · L--··: l: . · l - : ... iO install service corridor doors 2 07 ALiG98 1OALJG98 !iostall fetvh:e cortidof doofS 15 ch list 20 11AUG98 07SEP98. ... · punch list . ' i:--- JO_L roject complete, Tum over to 6wner - . ·1· 30SEP98; 30SEP98 ~~-~ __. ~ ,yProject' Co i:.i.l ~ ~ Q' ...... E-< ,._o:l ::r:: :>< i:.i.l - W5:11 Slfft 7 of 7 "ct $1•f1 13.JUNIH . / Euty5u ,ct Finlah :,ONOVff I ,L T P,<>g,tt• Bu CHARLES PANKOW BUILDERS, LTD. , o.,. 1f.JANH u______JCdtkaiActlvlty o,,. JTMAYH WALT WHITMAN MALL RENOVATION '.D I DescriptionCase 20-33332-KLP___ J Dur DocI .::>tan 751-2 I r-1111~11 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex mterCourt N Walt Whitman Ground Lease (Part 2) Page 20 of 75 00 lshop.drawings subrnittals/ steel fab. 66 I 1§Novi:ii11 ii=EB98 k:...C'. ....'. ... : \J 05 soft demo / footings I roof penetrations 52 I 12FE898* I 24APR98 06 take back Banana R. space 17* I20APR98*I12MA Y98 -07 dowels at footings for columns - - 7 27 APR98 05MA Y98 steel erection 15 ! 06MA Y98 I 26MA Y98 ! 15 i liistall new rntl.deckroof 5 I 27MA Y98 I03JUN98 116 ·· 1new roofing . 15 04JUN98 24JUN98 t 18 install fire sprinkler 1ci 2orvi.ii.?§s 03JiJN§a i20 Iinstall new fire sprinklers 7 2sJlJN§a o§JUL§a 122 install new drain & drain lines 5 25JUN98 01 JUL98 42istall o,w HVAC doct wmk s oiJlJL§a 13JUUfo 430 · install sill and curbs for clerestory 26 11 JtJNi:Ja o§JULi:Ja 43 stall struct. studs for fascia 2~ i~~J~N_9~ IO~JUL~~ 43 _ [ nstall clerestory at radius & High Hat 5 10JUL98 130JUL98 436 I move barricade 3!31JUL98 437 Idemo old roof 438 rough and finish electrical 00 440 frame, dw. t. f. ceiling Common Mall & High Hat 06AUG98 I 19AUG98 w 445 frame, drywall, tape, fin. side 10 I 06AUG98 I 19AUG98 v 1446 paint ceiling & light cove 3 I20AUG98 I24AUG98 0..-< 144 i . frame demising waifsJJ to FF 5i06AUG98 I 12AUG98 I 0 1450 install flashing 5 I 31 JUL98-] 06AUG98 f- 1455 install EIFS 10131JUL98 I13AUG98 -co 1457 install Alucobond at columns & brns 3 20AUG98 24AUG98 -::I:: 1460 instaii new stone Hie 1 o ii 20AUG9il 102SEP98 w~ 14 70 turn over tenant space 1007 & 1008 _1: I31 AUG9a·I ~-AUG98 ------Sak's Cross Mall 23* i 03APR98•i 05MAY98 bait~ ~ lll :~~~~~~~e~i:~chor 15l06MAY98 1510 Ifrisiaii newmetal deck root s I 27MA ygs I 03JUN98 1512 pour slab on grade 1515 lnsiaii new cross rnali & GLA 1~ I~:~~~:: l~~~~~:: 1520 install new fire sprinklers (west to east) 10 I 18JUN98 I01JUL98 1525 new drains & drain lines (west to east) 5 i B~UN~~ I2~JUN98 1530 lnsiail new HVAC duct work (west to east) 10 02JUL98 16JUL98 1533 rough and finish 30 02JUL98 1535 install sills for clerestory (west to east) 20 Ib4JUf.J§e I61 JUUia 1 frame & board overhang & fascia (west to east) 1540 insiaii cierestory Jjfo FF I --- -!~ I~t~2::. ~~j~t:: CTR1 ShHt 'f ot l P1ojflCI Stu1 1SNOV97 lLf™™U!i;l Early Bar ?10!-.ct Finl•h 2tsEP98 .Li T ProgrHs Bar CHARLES PANKOW BUILDERS, LTD. O•t• Ott• 1&NOV97 r ·-·,-.--·- ··- -···-· CfitiealActivlty Pio! 01\l• 2iMAY98 WALT WHITMAN MALL RENOVATION {t:) Prkno·cua Syi,lema, Inc. Center Court Area Schedule lD J - DescriptionCase 20-33332-KLPD~r-1· DocStart 751-2 I Finish Filed 12' -'--""-~~__J 12/25/20 v,.~,.,. __ Entered , __ ,_.,,,...,_ __ .J ·'·'" 12/25/20 ·.•• .- 16:11:51 Desc Ex 1 ~45-/ Install der-es-to-ry F=-F--,---to-c=c ___ N 15Walt 17JUL98 Whitman.. t06AUG98·!-l-+-H-",i-! Ground Lease (Part!---h!-! 2) .!·!·!-!-Page 21 of 75 •~'j [email protected]~1k,t.'c1eieJici~. FF t.o'd installskylight B · · :: :: ~initl31! s~y!lght B• !• ,50 frame, dw. t. f. ceiling & It cove JJ to FF .:,L·'..:.· : :.!..:...~·: \ra. m._. : e.] · .d~; .;.~ tlt.tt:': .. ; ~ili.ng:.: .. :•. ...& I•L i55 frame, lT:celiin'g &Ti cove to : · : :~ ramej d ; t.f. ceill : , 1 , [ · .f, . , , ·. ·. , . , , I. frame, dw. t f.at skylight 8 :•f ,"*11·rame; d: ~t.f. afs, ceiling & It cove JJ to /.~pai.n ce,lin. gIB·: It cov~. f 5 i28AUG98 I03SEP98 :i t : :. 1pai11t ¢ Uing & tt 15 07AUG98. 27 AUG98 :/11!1!!!1!1!117! nstall n. . stone 15 II 28AUG98 I 17SEP98 :rl; i ' ' : ·-,-,n~t~li nbw i 1· . l · . tum ov1r tenant ! ..• - . ,.. ·····, . -· ...... i85 turn over tenant space 1086 to 1090 : ' 1'>, t~irn ovr,r t~nant i i90 install EIFS at overhang & fascia --- .~~;~;!~~~~::: !Ljlllilllim~l?inst[II EIFS at I enter Court Cross Mall ··::. ·11:. ' . ' ... isc: demo, footings & roof penetrations- 25 I06APR98• I08MA Y98 ~i~g$ ,$ o~f p~n~t(a~ions teel 8 I[ 20MAY98*I01 JUN98 ior( f j: ~II:. j: 310 install new metal deck roof 3 I02JUL98 07JUL98 .~ ~~t~U h~W me: 1:deck i of ,, ' ,: • ' ' ' ' l, ' ' • ' ' ' ! install new roofing, cross mall · ' mstall' eW; roof rig; cross 1 I 320 install new fire sprinklers (east to west) · tlin~t~II , ew fi~e prinklerJ °' ;L.;.._~_: ,~ L_~: -~~-~- ~ _:._ __ ~ __; .! i:.Ll install new drains & drain lines (east to west) 5 22JUL98 -128JUL98 T:-- install :n · :drains & drain II 0 ,y , • , I, , • · , , · · I 730 1in~t~i~ ri:_w ~ra~ns .~ ~r.ain li'.1es 2 12Ji.UG98 735 1install new HVAC duct work 2 l14AUG98 -~------· --·· -· CTR1 Shut 2 ol 3 ·oJ•cf Slul 19HOVt7 /)-WWWbSJWsi7 Eatly Bu 11J•c1 Flnl•h '2tSEPtl8 Ji T Progreu Bar CHARLES PANKOW BUILDERS, LTD. ~It Oat• 19NOV97 (______:=ICritlcal Activity ·rit0111:tits 28NAYH WALT WHITMAN MALL RENOVATION ,~; Ptttna1r•t• System•, me. Center Court Area Schedule :O I - DescriptionCase 20-33332-KLPDur DocStart_ 751-2 Finish Filed (;-1 __ Ll_~_..,, 12/25/20 __ 1_._.,,l'.'c•_v ___ Entered L , __._.., .t-'"'"''' 12/25/20 '- '-·" .!'-·'· 16:11:51 ..._,_._. -'"--"'"-~,L,. Desc Ex --: i~-ji-·· .. ,~. L i l _ ! L l . J •. t _ i 740 . j roughand finish electrical N Walt15 14AUG98 Whitman 03SEP98 Ground . Lease (Part 2) Page 22 of 75 . '· .. , .. · "rciugh.~nd finisl1 745 lrrarn~ & b-oard entry 15 14AUG98 03SEP!ia . :,. : ~fra1ne&boarde1 :,~. :. ; .,i: ' '. . I instanElFS 5 I 04SEP98 ·11 osEP98 •.._,._ ?1~. ta. U. EIFS 755 install Alucobond panels 5 SEP98 - 17SEP98 11 : II .~:in~tall Aluco 760 insiaii new storefront 10 11SEP98 24SEP98 1 ,~ illStall ne ' 165 install new entry mat 2 25SEP98 28SEP98 i+ 1\ /install ml. 770 insiail new s,dewa11< 5 04SEP98 10SEP98 / ,s: :inst~II new sid 780 I tum over 1* II 29SEP98* I29SEP98 I • · }~ turn ove! ----~------~- ...... c___ .J. ______J ---- ' - 0 -i:.i:.J 0 0...< I ,_f- ,_a:i ::r: >:: i:.i:.J - ------,------!)1ol•i;t Stan UINOVll7 ,.:,..a=w:s:mcai:7 bfly8ar CTf{1 Shntlof3 :lroj.-ct flnl•h 21SEP98 .L If' P1ogren Bar CHARLES PANKOW BUILDERS, LTD. '.)1111 0•1• 19NO\/t1 Clltlca! Activity i'>!f}f Dalt, 78MAY,a WALT WHITMAN MALL RENOVATION Ir! J",,.....,,.,,.,.,,. ~\1'91Am TIUOO I Site hghtmg ite lighting ·12000 :SIie improvements (curbs, Site improvements (curbs, sidewalks, asphalt) U.l 0 < - ii. p f- 55 ~ OEP1 St1Nt1 oil ~ 61.n 30S~P97 E•rty 6ar ~ fc'i:f.h HlNOVM Progrt1u Bar CHARLES PANKOW BUILDERS. LTD 0..0. ~T97 Ct!ta sH-AFTt·E-·N·c-Lo·s--u----R-E@·--·L-EV·E--L-TWo --626AUGB8_ o--2sE--Psa _ ; ,;..;,stlAFTIE~C OSURE@LE1/ ___ __ INSTALL ELEVATOR _ 15 03SEP98 23SEP98 ---~ ------+----1 i I !. _ -IN TALL ELEVAT( JGarage..... Utilities : :: 1 i3100·-- ·PoWER 1C-rELEPHoNE to PAo · 2ejuN9a 1111[? oweR & TELEPHONE ro pAtj: ----+------·-- ' ' •'. I ' 6200 CONDUITS/ LIGHTING ROUGH IN -+----,-c-+-~~ 15SEP98 ' T rco~o ITS/ LIGHTIN~ 6300 DRAINS & LEADER LINES __ 18 I17 AU_?~ 09SEP98 9 7ORAIN,S LEADER LINE~ 6400 FIRE SPRINKLER -~-~7~~~~~- 15SEP98 __ ------l------r--~~~~~e.,~~~~~ PRINKLER J Miscellaneous 1asoo 1NstAi.L sTAIR ENcLosUREs i s·o2sEP9s ossi::P§a ~INSTALL TAIR ENCLOS~ -+------__ (__ ------+------...._ _...... , ...... _ ' : ,..._7000 __ PUNCHLIST______& Turn over to CPI ...... I 4 25SEP98___ . 30SEP98__ _ : ,~PUNCHUST &: [WPG1 Sheet 1 ol'1 Projed51otf o!C" ,'a",IBa, Project ....., ,r 1-ogess Ber Charles Pankow Builders :::1:-01APR98 cmico1Ac1Mty Walt Whitman MaH - Parking Garage 1'1o10.le°"'°""' OOJUN98 Classic Schedule layout (C)-Sysi,,!,s,lnc. Case 20-33332-KLP Doc 751-2 FiledEXHIBIT 12/25/20 E Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 25 of 75 FORM 10A DESIGN AN: !ONSTRUCTION SCHEDULE: :wait Whitman ,_,. - =,,,. Pl.ANNE!I I PROJ. 110ft > DuBoill Cm: -NEW HEYE~ STORE IN AN ~STING 1--{.EVE\. MAU. PROJECT> L'I' .wart Wlll\mIn -VNE\IEN STA.CK .., LINOCCUf>l!:O AR.EAS & ·8,A.n'lTV!t' or. VPPER ~eve .. NE:110 • II'- l POT .ONE LEI/EL PI\Rl(INQ OECK ACJOINS EAST E:NTRANCE 0 I ,l,000 10 2"4 FL AREA (El(IST I NEW or EXP I REMOOELJ ~ 01'1,13310 TOTAL AREA (EXIST I NEW DI' EXP/ REMODEL)> 0 I 1ZO.T33 I 0 SCHEOVUS STATUS I DA~~ CON~O\. '.'3-~~~ REMARKS - PLANN!NGJ,QJ:SKifi 111753 I 1. BLOCK PLANS I $COPE 01' WORK ISSUED 10-3H7(Rl NIA 1, 2. EIMRONMEN'l'AL $V~ COMPLETI:: NIA ev O!NEJ.Of>ER 2. l. I.IE SURVEY C:OMPLET'e NIA 3. C. FOR.M ! 8\JOOET I SS'TlMATE APPROVEO TllD '· 6. IOCKOFF I.IEETING TBD 5. e. ,eux:;, 01:SIGN CONCeP'I' PACl ""(.~:.-- Blt2l2lHG. 0.T.B. 0Ue 1. , STRUCTURAL STEEL WORK 12•2:MT 1,ll6-96 AWAA0:1~8 1. 2. ENVl!IONMEliTAI- w::)f\l( NIA NIA ~- l. SITE IVTltJ!'Y !PAO PREP WORK NIA IHA av 05Vl;LOl'ER 3, 1 4 '· BVILO!NG StiEIJ. W:,Rl< 2·13-98 ', ,,.,._1o-.98 '. AWARD by: 2-13·98 :, :i;:1,i"·. 1: :.J, ,:. :: :1:f,,1.~.i.',1:!':·: ~:: / ,:f~ i·;;,;:',;,,1ii.: 1.,,: ··~;1.,r;i.::.,J.~l~i:;!:;·::r:,1 :,11 '. ,. 5. PREPIJR:~l;O H'IAC EQ\JIPMENT 2-20-85 ;J-11-98 AWA!!O f>r: $-20-9!; ON-SITT:: $-1&-iO 5. &. ~E I 05COR WORK '.3-27418:'! .,,4-:20..ss: SECONDARY' PRIMARY·O,TB :1-2~B.. :,f.H,. :~~1~:!t(j\':!:t·;.:.,1,::1:: .rlJ!'!\Ji1iiJ;1(!iii:,1 I, 6. 1 1 1 1 1 1 1 t, 6!Jll.l)(NG INTERIORS WORK 4-11-418 :S-13-98' AWARD bv: 5-20-9B~~: i1,'i•:: •::..:!.;: ;,,:.:, \.r1i:. !:',\,:' - ':'.':,,,', ,1.i~~~Jrif:H,. ::· , ;:,.~:.,;· j,·,-r::\:· :J!(:;;~ ·:.; 7. . .. CONSTRUCTION STll.!\T COMPLETE v •1"5 no 1. 61.0G SHELL PERMrr REIIIEW Z-7~9B: ,,_. ... _.-...... ,. 2. SITE I l/Tll.l'TY I PAO PREP 1/'wORI< NIA NIA FEB. 2, 19$8 Pi'Ci Ol/!LflleiRV FROM DEVELOPER 2. I, SHELL ENVIRONMENTAL WORK NIA NIA 1. ,. FO\JNDATIQN 'tllOF 11. 1N$TI\L~ PASS(;'NGER E:LE\IATOR 7,:27-9& i i-2H8 12. 13.. INSJ'A~~ EMS ANO MA.KE OPERATIONAL 6-22·~ i-11-ea 13. ,,. WANSIQl,i Oi:e\JPIEO N/A NIA ,,. IS. STOP WORI( r~ CHRISTMAS NIA. NIA 15 1G. 8UILCHNG INTl;l:!OR WORK (REMODEL) NIA NIA 16 IT. l:l;M00EL EN\/1RONMENTAL WORK NIA NIA 11 •- 16, t1XTVREIOECOR ~I< {REMOOEL) NIA NIA 16 19, MERCtiANDISINIJ 10-0$-~ 10.21-H ~)19, 20, ~OJECT CQMt>\.tTE: I STORE OPENING NIA 11-11-~ ,99!·£ASTER:4-12;MOM ()A'!'·- ,._,Q:MEM 0A'l';,._i,:OA0 0AV;&.2U.ABOA: S..07,THANl THE MAY DESIGN & CONSTRUCTION COMPANY MINIMUM TECHNICAL SPECIFICATIONS FOR SHOPPING CENTER IMPROVEMENTS LORD & TAYLOR - WALT WHITMAN MALL JANUARY 1995 REVISED JULY 1998 EXHIBITF Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page- 27 of 75 MINl!\.UJM TECHNICAL SPECIFICATIONS TABLE OF CONTENTS SECTION DESCRIPTION PAGE 100. DEVELOPER'S RESPONSIBILITIES ...... 200. GENERAL PROVISIONS ...... 300. LIST OF DRAWINGS AND SPECIFICATIONS, REPORTS, CERTIFICATIONS AND SCHEDULES ...... 2 301. DRAWINGS AND SPECIFICATIONS ...... 2 302. REPORTS ...... 2 303. CERTIFICATIONS ...... 3 304. MASTER SCHEDULE ...... 3 400. GENERAL CONTENT REQUIREMENTS FOR DRAWINGS AND SPECIFICATIONS, REPORTS, CERTIFICATIONS AND SCHEDULES ...... 3 401. TOPOGRAPHIC PLAT ...... 3 402. OUTBOUNDARY SURVEY ...... 3 403. SOIL BORING PLAN ...... 4 404. TEMPORARY FACILITIES DRAWINGS ...... 4 405. SITE GRADING DRAWINGS ...... 4 406. PERMANENT UTILillES DRAWINGS ...... 4 407. PAVING AND PARKING DRAWINGS ...... 4 408. SITE LIGHTING ORA WINGS ...... 5 409. LANDSCAPING AND IRRIGATION DRAWINGS ...... 5 410. TRAFFIC STUDY AND REPORT ...... 5 411. ON-SITE AND OFF-SITE TRAFFIC SIGNALIZATION DRAWINGS ...... 5 412. MALL ORA WINGS ...... 5 413. "AS-BUILT" SURVEY ...... 5 414. SOILS REPORT ...... 5 415. SITE DRAINAGE AND HYDRAULIC ANALYSIS REPORT ...... 6 416. GOVERNMENTAL REPORTS ...... 6 417. ENVIRONMENTAL ASSESSMENT STUDIES AND REPORTS ...... 6 418. MAY BUILDING PAD COMPACTION CERTIFICATION ...... 6 419. MAY BACKFILL MATERIAL CERTIFICATION ...... 7 420. MAY BUILDING PAD ELEVATION AND LOCATION CERTIFICATION ...... 7 421. FREEBOARD CERTIFICATION...... 7 422. COMPLETION AND CONFORMANCE CERTIFICATION ...... 7 423. MASTER SCHEDULE ...... 7 500. SPECIFICATIONS ...... 7 501. GRADING ...... 7 502. CONSTRUCTION ROAD AND STAGING AREA ...... 8 503. TEMPORARY UTILITIES ...... 8 504. TEMPORARY SIGN ...... 9 505. PERMANENT UTILITIES ...... 9 506. HEATING. VENTILATION AND AIR CONDITIONING SYSTEMS ...... 11 507. FIRE PROTECTION SYSTEM ...... 12 508. PAVING...... 13 509. RETAINING WALLS AND EMBANKMENTS ...... 14 510. ENVIRONMENTAL REMEDIATION ...... 14 600. DESIGN STANDARDS ...... 15 601. OPEN PARKING LOTS ...... 15 602. PARKING DECKS ...... 16 603. MALL SECTIONS ...... 18 604. ESCALATORS, ELEVATORS AND STAIRS ...... 19 605. LANDSCAPING ...... 19 606. FOUNTAINS AND MISCELLANEOUS FIXTURES ...... 19 607. SIGNING AND GRAPHICS ...... 19 608. KIOSKS ...... 19 609. MAY COURTS ...... 19 MTS 7/98 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 28 of 75 100. DEVELOPER'S RESPONSIBILITIES IO 1. Developer shall perform or cause the performance of the following functions in accordance with and as required by these Minimum Technical Specifications: 101. 01. Prepare and distribute all drawings and specifications, reports and schedules. 101. 02. Coordinate all planning, design, installation and construction work. 101. 03. Obtain all required governmental approvals, including building and zoning approvals, permits, certifications and certificates of occupancy, but excluding exterior design approval, general building permit and certificate of occupancy for the MAY building which are to be obtained by MAY. 101. 04. Install and construct all improvements. 101. 05. Furnish all services, labor, material, equipment, bonds (if required) and insurance. 101. 06. Conduct all environmental assessments of the Center site and its facilities, operations and practices, and perform all remediation work. 102. The functions required hereunder to be performed or caused to be performed by Developer are for the development of, and all modifications to, all improvements for the Center, including all common areas (including all malls), all off-site traffic, utilities and other improvements, all Developer improvements, and the building pad and utility laterals for the MAY building, but excluding the development (and modifications thereto) of the buildings of MAY and the other Majors except as otherwise provided herein. 103. Unless otherwise specified herein or modified by other agreements between Developer and The May Department Stores Company ("MAY") making specific and overriding reference to provisions hereof, all functions required hereunder to be performed or caused to be performed by Developer shall be at Developer's sole cost and expense. 200. GENERAL PROVISIONS 201. All drawings and specifications, reports, certifications and schedules shall be subject to the reasonble approval (which includes the right to review and comment) of MAY prior to the start of construction, and, when they must be submitted to governing authorities, prior to any submission for final approval. MAY shall respond as quickly as possible, but in no event more than 30 days to provide review comments on each such submittal. Approvals, including reviews, comments and requests, by MAY shall not constitute an assumption of responsibility by MAY for the accuracy, sufficiency, efficacy or otherwise of the matters reviewed and/or approved. No approval by MAY shall be effective unless it is in writing. 202. Developer shall furnish to MAY: one (1) reproducible set of all drawings, one (1) copy of all schedules and one (1) copy of all specifications and reports, and all revisions thereto. 203. All drawings shall be preferably at a scale of one (1) inch equals fifty (50) feet, but in no event smaller than one (1) inch equals one hundred (100) feet. 204. All drawings shall show buildings, structures, walks, traffic islands, roadways, paved areas, easements and utility locations, and shall be overlaid on the base grid system. MTS 7198 - 1 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 29 of 75 205. Developer shall give seven (7) business days notice to MAY prior to conducting any testing required herein or any testing which is to form a basis for any report required herein; and MAY shall have the right, but not the obligation, to observe such testing and to perform its own additional testing. 206. All work (including planning, environmental assessments, design, labor, material, equipment, installation, construction and services) shall conform to all applicable federal, state, municipal and other governmental requirements, including zoning, planning, environmental, labor, health, safety, accessibility, highway, fire and building laws, codes, ordinances, rules, regulations and directives. 207. Developer warrants all services, work, material and equipment furnished by or on behalf of Developer for a period of at least one (1) year (one (1) year as to the MAY building pad compaction) as part of the mall expansion and renovation following the opening of the MAY building. 208. Developer shall not make any labor agreements for the project which are binding on MAY or may affect MA Y's selection of contractors and subcontractors without MA Y's prior written consent. 209. Developer shall not, without MA Y's prior written consent, accept (through agreement, application, permit or otherwise) the imposition of any condition or fee (not otherwise then existing by code, ordinance or tariff) by any governmental authority or utility provider which would affect MA Y's usual store design, signage, construction, operation or cost; and Developer shall inform MAY, prior to the design of the MAY building, of all existing conditions and fees which would so affect MAY. 300. LIST OF DRAWINGS AND SPECIFICATIONS, REPORTS, CERTIFICATIONS AND SCHEDULES Developer shall cause the preparation and completion of the following items in accordance with the requirements of these Minimum Technical Specifications: 301. DRAWINGS AND SPECIFICATIONS 301. 01. Topographic plat of the Center. 301. 02. Outboundary survey of the Center. 301. 03. Soil boring plan. 301. 04. Temporary facilities drawings. 301. 05. Site grading drawings. 301. 06. Permanent utilities drawings. 301. 07. Paving and parking drawings. 301. 08. Site lighting drawings. 301. 09. Landscaping and irrigation drawings. 301. 10. Intentionally Deleted. 301. 11. Mall drawings. 301. 12. As-built survey. 302. REPORTS 302. 01. Soils report. (May Pad) 302. 02. Site drainage and hydraulic analysis report. 302. 03. Traffic study and report. 302. 04. Governmental reports. 302. 05. Environmental assessment studies and reports. MTS 7/98 - 2 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 30 of 75 303. CERTIFICATIONS 303. 01. MAY building pad compaction certification. 303. 02. MAY backfill material certification. 303. 03. MAY building pad elevation and location certification. 303. 04. Freeboard certification. 303. 05. Completion and conformance certification. 304. MASTER SCHEDULE 400. GENERAL CONTENT REQUJREMENTS FOR DRAWINGS AND SPECIFICA11ONS, REPORTS, CERTIFICATIONS AND SCHEDULES 401. TOPOGRAPIDC PLAT of the Center shall include as a minimum the following detajl information in accordance with these minimum requirements: 401. 01. The starting benchmark (point of beginning) and other key benchmarks referenced to verified USGS Datum and/or local municipal datum, with a minimum of one (1) permanent horizontal and vertical benchmark set in the field to permit location of the MAY building in relation to the centerline and height of the MAY Courts. 401. 02. Contour lines drawn at two (2) foot intervals. 401. 03. Outboundary lines showing monuments, bearings, distances and radii. 401. 04. The location of pertinent natural physical features such as trees, undergrowth and prominent rock outcroppings. 401. 05. The locations, sizes and elevations of all man-made improvements, including: 401. 05. l. Existing buildings or obstructions on the property and on neighboring property within 100 feet, with usage, building area dimensions and approximate heights noted. 401. 05. 2. Rights of way and dimensions of all existing and proposed streets and sidewalks (which shall be so noted) within the area of the Center and within the area at least 200 feet beyond each boundary line to a sufficient distance to show adjacent major streets, highways, ramps and access roads with lane usage designations. 401. 05. 3. Existing surface and subsurface utilities and tanks, including sanitary and storm sewers (show invert elevations, pipe sizes and type of material), storm drains, manholes, catch basins, high voltage transmission towers and lines, electric power lines, utility poles (show pole numbers and indicate quantity of transformer cans), street lamp posts, water mains, hydrants, gas lines, fuel lines and cable television lines. 401. 06. Location and extent of flood plain as established by H.U.D. and by governmental agencies having jurisdiction over the Center. 402. OUTBOUNDARY SURVEY of the Center (including a complete metes and bounds description of the Center, the MAY Parcel and of the parcels of Parties to the reciprocal easement agreement ("REA")) shall be prepared in conformity with the latest edition of the Minimum Standard Detail Requirements For ALTA/ ACSM Land Title Surveys and include as a minimum the following detail information in accordance with the following minimum requirements: MTS 7/98 - 3 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 31 of 75 402. 01. All angles and bearings shall be to the nearest 15 seconds and all distances to O.Ol foot, with minimum error of closure at 1: 10,000. 402. 02. One magnetic bearing shall be shown on the survey, and if an adopted bearing is used for field work, the adopted line shall be shown. 402. 03. All boundaries shall be tied to known or record monuments with property corners referenced to offset points if possible. On curved boundary lines the arc lengths, deltas and radii shall be noted. 402. 04. All monuments shall be identified as "found", "set" or "reset" and described (for example, "iron pipe"). In any event, an iron pipe or concrete monument is to be placed at each property corner. 402. 05. All adjacent streets and major streets, highways, ramps and access roads in the area shall be identified, and all private streets shall be so noted. The record width of each street shall be placed adjacent to the street name, and all restrictions on access to the Center shall be noted. 402. 06. All record easements (including utilities) shall be indicated with dimensions, bearings, their purposes, to whom granted and all restrictions posed by the easements, and each easement shall be referenced to the corresponding deed, book and page of recording. 402. 07. All known above-grade and below-grade encroachments across property lines shall be indicated and located dimensionally from property lines. 402. 08. Existing zones as established by zoning authorities shall be shown. 403. SOIL BORING PLAN 403. 01. The Developer has provided soil test borings, within MAY's permissible building area ("PBA"), taken to refusal or to a proper depth to reflect actual existing soil conditions. 403. 02. Intentionally Deleted. 404. TEMPORARY FACILITIES DRAWINGS with reference to location and size and type of material for power, telephone, water, drainage, sediment or retention basins, construction roads, staging areas, fencing, backfill and topsoil stockpiles, office and storage trailers, contractor's parking areas, signage and all other temporary facilities. 405. SITE GRADING DRAWINGS showing existing and new contours drawn at two (2) foot intervals, except in flat terrain (overall slopes of less than three percent (3 %) ) new contours shall be drawn at one (1) foot intervals. The drawings shall include the location and quantity of material to be stockpiled for backfill and topsoil. 406. PERMANENT UTILITIES DRAWINGS with reference to location, size and type of material for storm drainage, sanitary sewers, water (fire and domestic), natural gas, electric distribution, telephone and cable television. · 407. PAVING AND PARKING DRAWINGS detailing all curbs, retaining walls, berms, stairways, walkways, striping, signalization, light standards, parking stalls, island striping configuration and other parking lot features, including accessible elements as required by the Americans With Disabilities Act ("ADA"). The drawings shall also show the type (e.g., STOP, YIELD, NO PARKING, special directional, etc.) and the locations of all signs and lane lines. All such signs shall be of reflectorized material, and both new signs and new pavement striping shall conform to the most recent edition of the manual on Uniform Traffic Control Devices published by the Department of Commerce, Bureau of MTS 7198 - 4 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 32 of 75 Public Roads, even if not otherwise applicable. Concrete aprons in loading areas and areas for heavy duty paving shall be located. Specific directional signs shall include, at each entrance magazine, directional signs listing and pointing to each Major. All common area signage shall be updated by Developer as necessary to reflect the current operating name of each Major. 408. SITE LIGHTING DRAWINGS, including locations of fixtures, circuiting, security lighting, pole and luminaire catalogue cuts, detail of the base, pole and luminaire assembly, isolux curves, computer printout of lighting coverage and intensity and all other information needed to evaluate the lighting drawings at the locations where the site lighting is being replaced. 409. LANDSCAPING AND IRRIGATION DRAWINGS, including location, size, type and material of irrigation systems and plants (including catalogue cuts for trees and shrubs) for the areas of the site, exclusive of the May building pad, which are to be planted shall be provided and installed by Developer. 410. TRAFFIC STUDY AND REPORT prepared by the Traffic Consultant for the work contemplated herein and which shall be submitted to MAY prior to its review of the On-Site And Off-Site Traffic Signalization Drawings, but only to the extent such report is required by any governmental authority. 411. ON-SITE AND OFF-SITE TRAFFIC SIGNALIZATION DRAWINGS shall be prepared by a professional engineer or planner experienced in traffic and site planning for the regional shopping center industry (the "Traffic Consultant"). The drawings shall show as a minimum the geometrics of the entrance/exit and depict all painted lane striping and directional graphics, all public roadways and intersections, including those that require modifications, and the location of standards, signal heads, controllers, power source, detectors and conduits, suggested signal phasing and wiring diagrams, and shall otherwise be in sufficient detail to permit obtaining bids for their installation. Developer will send copies of all signalization drawings to May for review and comment. To the extent reasonably possible, the comments will be incoporated into the signal plans. However, the New York State Department of Transportation (NYSDOT) is the final authority regarding state roadways and will determine the final traffic design. 412. MALL RENOVATION DRAWINGS, including all interior and exterior drawings and specifications for all malls, including ornamental structures, landscaping, finishes, lighting, fire protection systems, HV AC systems, and methods of attachment to the MAY building. Developer shall provide, for MAY' s approval, a sample board of all proposed finishes for the malls and the MAY Courts. 413. "AS-BUILT" SURVEY of the Center, in conformity with the latest edition of the Minimum Standard Detail Requirements For ALT A/ ACSM Land Title Surveys, in recordable form and certified with a registered land surveyor's seal to MAY, by a surveyor licensed in the state in which the Center is located, showing the MAY Parcel, property lines of all Parties to the REA, the types and locations of all common improvement work, and the types and locations of all buildings and utility facilities. 414. SOILS REPORT prepared by an independent soils engineering consulting and testing firm (the "Soils Engineer") describing currently existing site and building pad conditions with recommendations for and information concerning grading, excavation procedures, fill placement, building foundations, soil compaction, anticipated settlement (including settlement analysis, if directed by MAY), retaining walls, paving, seismic ground motion analysis, presence of mines or caves, ground water, soil corrosiveness, potential for soil expansion, physical characteristics of surface and subsurface materials, bearing pressure, rock types and difficulty of removal, and landscaping topsoil. The report shall contain boring logs and laboratory test results, including with respect to those borings shown on the Soil Boring Plan. These shall be submitted to MAY prior to the start of the design of the MAY building. MTS 7198 5 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page- 33 of 75 415. SITE DRAINAGE AND HYDRAULIC ANALYSIS REPORT prepared by a registered civil engineer which shall be submitted to MAY, if MAY requires same, prior to the start of the design of the MAY building. 416. GOVERNMENTAL REPORTS. All required governmental reports, including, if any, environmental impact reports. 417. ENVIRONMENTAL ASSESSMENT STUDIES AND REPORTS prepared by independent environmental engineering firms which studies and reports shall include as a minimum: 417. 0 I. A description of all potential and existing site and building environmental conditions indicating the presence or likely presence of Hazardous Substances, including the existence, location and condition of all asbestos containing materials ("ACM's"), formaldehyde foam insulation and lead-based paint. 417. 02. The locations, sizes, elevations, contents, nature, use and effects of all existing and prior underground and surface storage tanks, waste treatment systems, landfills, land disposal areas, surface impoundments, container storage areas, injection wells, waste water treatment units, septic tanks, transfer stations, waste piles, incinerators, electrical equipment containing polychlorinated biphenals ("PCB's"), hydraulic equipment, and other potential environmental conditions on the Center and on neighboring property within 2,500 feet. The studies and reports shall at a minimum include a current "Phase I" environmental site assessment satisfying all requirements of ASTM Standard Practice El527, a "Phase II" investigation of all recognized environmental conditions disclosed in the Phase I report, and, with respect to existing structures on the MAY Parcel, a detailed asbestos survey for all potential ACM's with appropriate sampling and cost estimates of removal. The studies and reports shall also (i) identify waste disposal practices, and air, soil, ground water, surface water, and/or building contamination caused by past or present site activities, (ii) assess the site's compliance with applicable statutory and regulatory requirements and (iii) make recommendations for remedial/monitoring work. Developer shall also furnish copies of all studies and reports submitted to governmental agencies with respect to environmental matters or conditions affecting the Center. The Phase I report and all other reports and studies then available shall be submitted to MAY prior to the start of the design of the MAY building. MAY reserves the right to require additional environmental testing/inspections and/or remedial actions on the part of Developer, based upon any of the foregoing studies or reports. "Hazardous Substances" shall be interpreted broadly to include any substances, materials, compounds, mixtures, solutions, wastes, liquids, gasses, waves, particles, etc. ("substance") defined, designated or otherwise considered as hazardous, toxic, radioactive, health impairing, polluting, contaminating, environmentally damaging or other similar terms by any federal, state or local environmental, health or safety law, rule or regulation, and shall also include any substance which, after release into the environment is known to cause, or is reasonably suspected to cause, sickness, death, disease, physiological damage, environmental damage or property damage. Without limitation, Hazardous Substances shall include petroleum and petroleum products, asbestos and ACM's, PCB's, methane, CFC's and other ozone-depleting substances, and all wastes in any landfill or dumping area whether or not any of the foregoing can be considered hazardous. 418. MAY BUILDING PAD COMPACTION CERTIF1CA TION. All areas of the MAY building pad and PBA (including perimeter walks and docks) shall be compacted and verified by the Soils Engineer, and tests reports and a certificate with engineer· s seal from the Soils Engineer, together with a certificate from Developer, (both in form and content approved by MAY) certifying compliance with these Minimum Technical Specifications shall be issued to MAY before acceptance of the work by MAY. MTS 7198 - 6 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 34 of 75 419. MAY BACKFILL MATERIAL CERTIFlCATION. A certificate with engineer's seal from the Soils Engineer, together with a certificate from Developer, (both in form and content approved by MAY) certifying that backfill material provided (if any) by Developer to MAY is completely suitable for backfill and compaction, shall be issued to MAY before acceptance of the work by MAY. 420. MAY BUILDING PAD ELEVATION AND LOCATION CERTIFICATION. A certificate with registered engineer's seal from a licensed surveyor, together with a certificate from Developer, (both in form and content approved by MAY) certifying that the building pad of MAY has been installed in accordance with the approved drawings with regard to horizontal location and elevation (with a maximum deviation of plus or minus 0.10 foot as to elevation) shall be issued to MAY before acceptance of the work by MAY. In addition, Developer's surveyor shall locate the MAY building by establishing the centerline of the MAY Courts and the adjacent building lines of the MAY building from a key benchmark (USGS Datum and/or local municipal datum) in accordance with the drawings approved by MAY. 421. FREEBOARD CERTIFlCATION. A certificate with engineer's seal from Developer's project engineer, together with a certificate from Developer, (both in form and content approved by MAY) certifying that a minimum of 18 inches freeboard shall be maintained between all building floor elevations and the water surfaces resulting from a 100-year frequency storm or flood. 422. COMPLETION AND CONFORMANCE CERTIFlCATION. A certificate with architect's seal from Developer's project architect, together with a certificate from Developer, (both in form and content approved by MAY) shall be issued to MAY following final inspection by Developer's project architect, certifying that work to be performed by or for Developer hereunder has been completed and conforms to these Minimum Technical Specifications and the plans and specifications approved by MAY hereunder. 423. MASTER SCHEDULE. Developer shall prepare and periodically update a Master Schedule including the start and completion dates of each planning, design, installation and construction element, and the dates on which each temporary and permanent utility service will be available to MAY. Developer shall coordinate such schedules with the schedule for the MAY building construction and opening date and with the requirements of these Minimum Technical Specifications. 500. SPECIFICATIONS Developer shall comply with, and all drawings and specifications, reports, schedules, installations and construction shall, as a minimum, conform to the following specifications and requirements: 501. GRADING 501. 01. Developer shall grade, excavate and place backfill on the site in conformance with the recommendations of the Soils Engineer's report or the requirements of these Minimum Technical Specifications, whichever is most stringent. 501. 02. Deleted Intentionally. 501. 03. Maximum side slopes shall be two (2) horizontal to one (1) vertical, and precautions shall be taken to preserve the integrity of the slopes in accordance with recommendations of the Soils Engineer's report. 501. 04. The MAY building pad shall be graded to an elevation below the finish floor equal to the thickness of the concrete slab and granular base as recommended in the Soils Engineer's report prepared in May's behalf and agreed to by MAY. The MAY building pad and PBA, and adjacent parking deck MTS 7/98 - 7 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 35 of 75 and building pads, including the top 12 inches, shall be frost-free and compacted at the time of MAY' s acceptance of the MAY building pad and PBA to not less than 95 % maximum density at optimum moisture content for cohesionless soil material and 90% maximum density at optimum moisture content for cohesive soil material in accordance with ASTM DI557-78 (modified proctor) or most current version. All other areas of the Center shall be compacted to not less than 90 % maximum density at optimum moisture content in accordance with ASTM Dl557-78 (modified proctor) or most current version. The Soils Engineer shall advise in writing if the compaction requirements above are inconsistent with the recommendations contained in the Soils Engineer's report and obtain MA Y's approval to all changes to the requirements listed above. 501. 05. All building pad soils shall have a minimum bearing capacity of 4,000 pounds per square foot, and earth stabilization and/or replacement as may be approved by MAY as to its pad and PBA shall be performed as necessary to meet this minimum requirement and so that the soils are capable of supporting the MAY building, with a total non-accumulative settlement or heave not to exceed 0.75 inch within the building footprint and differential settlements not to exceed 0.50 inch within a distance of 30 feet, with conventional shallow spread footings and slab on grade. If circumstances are encountered with respect to rock, subsurface water, hydrostatic uplift, expansive soils, or all other like problems, Developer shall compensate MAY for all added construction costs, including building foundation, floor, waterproofing and drainage costs, as well as all architectural and engineering fees and change order costs, over the costs of conventional shallow spread footings and slab on grade necessitated by these conditions. 501. 06. Temporary sediment and siltation facilities shall be provided as needed to prevent on-site silting into excavations and silting downstream of the Center. 501. 07. Intentionally Deleted. 501. 08. Except as required by the approved landscaping plans, all unpaved areas in the Center shall be sodded, seeded or treated in a manner acceptable to MAY. 502. CONSTRUCTION ROAD AND STAGING AREA. An existing road system is connected to an existing public roadway adjacent to the Center and will be maintained in good condition by Developer throughout the construction process to provide access to MA Y's staging area and all around the MAY building site. Developer shall provide a staging area for MAY of a size, at a location and for a duration approved by MAY. The MAY staging area shall be at least 15,000 square feet, with the existing road system and staging areas certified by Developer to support the anticipated construction traffic generated by this project two (2) weeks before the start of the MAY building construction. 503. TEMPORARY UTILITIES. Developer shall provide the following listed temporary utility services to MAY's staging area; however, MAY shall pay its own metered charges. Temporary utility services shall be made available and maintained by Developer from two (2) weeks before the start of construction by MAY until the corresponding permanent utility facility has been completed and made operational. 503. 01. Storm and Other Drainage. Ditches or other means necessary to divert surface storm water runoff and subsurface water from buildings, building pads, existing road system and staging areas. 503. 02. Water. As a minimum service, a one and one-half (1 1/2) inch line at a pressure reasonably approved by MAY which is suitable for use without the need for pumping. 503. 03. Electricity. Service at 120/208 volts with a minimum of 400 amps capacity for buildings containing up to 160,000 square feet of gross building area and 600 amps for buildings containing more than 160,000 square feet of gross building area. Service shall be three-phase, four-wire, 60 cycle, and terminate in a weatherproof fused disconnect switch. In lieu of the above, at the option of MAY, MTS 7/98 - 8 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 36 of 75 Developer shall provide service at 480 volts, three-phase, three-wire, 60 cycle, minimum 400 amps capacity and terminate in a weatherproof fused disconnect switch. 503. 04. Developer shall arrange with the local telephone company to provide a ten-pair temporary telephone service to MAY. Such service shall be extended by Developer to MAY' s service pole provided by Developer. 504. TEMPORARY SIGN. MAY may design, prepare, erect and maintain a temporary sign which shall indicate the Lord & Taylor name in a prominent position, and the layout, design, size and location of such sign shall be coordinated with and approved by Developer. 505. PERMANENT UfILITIES. Developer shall provide and maintain the following listed permanent utility facilities to points not more than five (5) feet from the MAY building wall at lower grade level, which points shall be at elevations and locations as directed by MAY and as shown on the approved permanent utilities plans. In the event that Developer's specification is inconsistent with MAY's specification as to utility service points, and MAY incurs cost and expense in the design and construction of the MAY building which MAY would not have had to incur but for said inconsistency, Developer agrees to pay MAY for all such additional cost and expense, such as (for example and without limitation) the cost of extending the MAY building sanitary sewer lines across the building because said lines cannot be connected to the Center's sanitary sewer on the side of the MAY building where such service is needed. Developer further agrees that MAY has the right to design the layout of the MAY building in its sole discretion. In addition to providing all necessary preliminary coordination with the various utility companies to assure that adequate service will be provided to the Center, said permanent utilities shall be furnished in accordance with these requirements: 505. 01. All utility systems for the Center shall be underground systems. There shall be no utility poles or towers on the MAY Parcel or on the Center unless approved by MAY. No utilities shall be routed within MAY's PBA or perimeter walks unless the line is a lateral which only services the MAY building. 505. 02. Sanitary Sewer. One (1) point of entry with one (1) service connection from a sanitary sewer line at each point that shall be a minimum of six (6) inches in diameter as reflected on the agreed to utility. plan. 505. 03. Storm Sewer. As a minimum, five (5) points (including dock) with one (1) service connection as shown on the utility plan. 505. 04. Storm sewer and sanitary sewer line inverts shall be sufficiently deep so as to receive all building flow by gravity, including yard drains in all truck dock wells in which the top of the drain is located no more than four and one-half (4.5) feet below floor level adjoining the dock facility, providing that such elevation for draining dock wells shall not require oversizing the area drainage system or cause downstream systems to be lowered in excess of 12 inches. When site drainage conditions prohibit gravity drainage of the sanitary or storm sewer systems (including dock), Developer shall furnish, install and maintain the respective sewer ejectors or storm water pump discharging to the nearest sanitary or storm sewer system. The developer will provide a leaching pool for the loading dock storm drain. 505. 05. The storm drainage system shall be a closed conduit system and shall include lateral connections for building roof drainage, all pertinent inlet and outlet structures, riprap and bank protection, with an overall design based on the following: 505. 05. 1. A regional 3 to 5 year frequency storm with 30-minute time of concentration. MTS 7/98 9 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 37 of 75 505. 05. 2. Discharge velocities from the on-site system shall be low enough so as to prevent damage downstream. 505. 05. 3. A minimum of 18 inches freeboard shall be maintained between all building floor elevations and the water surfaces resulting from a 100-year frequency storm. 505. 05. 4. Conduit capacity shall be such as to develop no ponding in the parking areas from a 15- year frequency storm. 505. 05. 5. No storm water retention requirements shall be imposed on the MAY building or on the MAY Parcel. 505. 06. Domestic Water 505. 06. l. Domestic Water. One (1) point with one (1) service connection (including water meter) from a water line that shall be a minimum of four (4) inches in diameter at a pressure suitable for use without the need for pumping or pressure reducing. The water meter shall be installed by MAY within the MAY building if permitted by governing code and utility requirements. If the water meter is not permitted within the MAY building, Developer shall terminate the service at a vault and install the water meter and valve within MAY' s perimeter walk; MAY shall extend the service from the valve within the vault to the MAY building. 505. 06. 2. Fire Protection Water. In accordance with the "Fire Protection System" provisions of these Minimum Technical Specifications. 505. 07. Electrical Service. Conductors of the sizes and in the quantity deemed necessary by MAY and the utility company shall be furnished in conduits and ducts terminating at the point of entry and connected to the transformer in a manner approved by MAY and the utility company. The utility company shall provide primary service and transformer in a location designated by MAY and agreeable to the utility company. In the event that MAY elects to purchase its own transformer, the utility company shall provide primary service. MAY shall provide the transformer pad and all necessary conduit and conductors from the secondary connection at the transformer to MAY's switchboard. 505. 08. Telecommunication. Duct, conduit and manhole structures of the sizes and in the quantity deemed necessary by MAY and the company furnishing the telecommunication service and terminating at each point directed by MAY. Intentionally Deleted. 505. 09. Natural Gas Facilities. Have been provided by the utility company. 505. 10. Actual connections of the utility facilities within the MAY building with utility facilities furnished ( or caused to be furnished) by Developer at locations described herein will be made by MAY' s contractor, and permits for these connections obtained by MAY. MAY shall arrange for metered service from the serving utility company to serve the MAY building. Developer shall be responsible for all utility fees (tap, impact, connection, capital recovery, etc.) for service and connection of utilities to the MAY building except as stipulated in the lease. 505. 1 l. All manhole covers, valve covers and other covers shall be raised or lowered to the level of the adjacent improvements and shall be unobstructed. MTS 7198 - 10 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 38 of 75 505. 12. All permanent utilities as required herein shall be available to MAY before the following number of months prior to the scheduled opening date of MAY. Developer shall provide all additional temporary utilities required by MAY if the permanent utilities are not provided by the dates stipulated below, or as agreed by MAY and Developer. 505. 12. 1. Storm sewers and electricity: eight (8) months. 505. 12. 2. Sanitary sewers, water and natural gas: seven (7) months. 505. 12. 3. Telecommunication: six (6) months. 505. 12. 4. Cable TV: two (2) months. 505. 13. As soon as permanent water is available to MAY as required herein, Developer shall install, connect and maintain for emergency use, at least one (1) of the required fire hydrants near the MAY building, and Developer shall thereafter diligently proceed to install and connect the remaining required fire hydrants. 505. 14. Cable Television. Provided Cable Television is available, Developer shall provide cables, conduit and pull boxes in the quantity and at the locations directed by MAY to within five (5) feet of the MAY building. 506. HEATING, VENTILATION AND AIR CONDITIONING SYSTEMS Walt Whitman Mall has an existing HV AC System that is not going to be replaced as part of the current project. If and when it is replaced, the design will comply with paragraphs 506.01, 506.02 and 506.03. 506. 01. Developer shall design and maintain the heating, ventilating and air conditioning systems for the mall so as not to unduly exchange air with the MAY building. In addition, Developer shall cause the design and maintenance of systems for tenant spaces to comply with this same requirement. The mall system shall be operational, tested and approved by governing authorities and insurance underwriters at least 30 days prior to the scheduled opening of the MAY building. 506. 02. The design of the mall air conditioning and heating system shall be such as to maintain mall temperatures under local applicable design conditions at temperatures defined within the ASHRAE Standard 55 comfort zone at 45 to 55% relative humidity and between 70°F and 76°F year-round. The system design shall include temperature control and energy management systems capable of being adjusted to conform to energy conservation requirements in force in the area at the time of construction of the facility. 506. 03. The mall air conditioning system shall be designed to provide, as required by governing authorities and MAY's insurance underwriters, for smoke detection in the mall and tenant spaces and for sensors (fire stats or smoke detectors) in the HVAC units. 506. 04. The mall air conditioning system is designed so that on detection of smoke or sprinkler water flow in the mall, the system shall operate to vent the mall. On detection of smoke or sprinkler water flow in tenant spaces, the mall system shall operate in a pressurized mode, and the tenant space shall operate in a depressurized mode. If required by Local authorities, Developer shall provide to MAY, at the MAY mall entrance, a signal compatible with the MAY system that the mall system is on an emergency mode operating cycle of purge and/or pressurization. MAY shall install smoke detectors in the mall ceiling adjacent to the MAY mall entrance(s) so that on detection of smoke by such detectors, the MAY building pressurization mode shall be activated. MTS 7/98 - 11 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 39 of 75 506. 05. If required by local authorities, on detection of smoke or sprinkler water flow in the MAY building, MAY shall provide a signal (set of contacts) at one of the MAY mall entrances to the mall for annunciation (Developer shall make the mall system capable of receiving such annunciation), and the MAY system shall sequence to a purge/exhaust mode. Developer shall cooperate with MAY when the MAY smoke control system is tested, from time to time, to ensure that the mall/mall building is enclosed (free of drafts) and that the mall system is capable of performing the required sequences. 507. FIRE PROTECTION SYSTEM. All fire protection systems for all improvements of Developer in the Center shall be provided and maintained in accordance with the standards of the most recent edition of the National Fire Protection Association booklets Nos. 13, 14, 20, and 24, or other nationally recognized standards agreeable to MAY, in addition to all other applicable requirements as determined by MA Y's insurance underwriters and/or by governmental authorities. In addition, all systems shall meet MA Y's insurance underwriters' requirements and recommendations for a highly protected risk classification. For all improvements of Developer in the Center and for the MAY building, Developer shall meet the following minimum design standards: 507. 0 l. * The water supply available for fire protection design shall be at least 1,500 gpm for sprinklers only and 2,000 gpm for combination systems (sprinklers and standpipes) at the following residual pressures: Building Height Sprinklers Only Combination System (Sprinklers & Standpipes) BOCA UBC 1-story 50 psi 2-story 60 psi 85 psi 3-story 70 psi 95 psi 95 psi 4-story 80 psi 105 psi 105 psi 140 psi The pressure prescribed above shall be available where fire water service enters the building relative to the first (lower) floor elevation. (A mechanical penthouse on the roof is defined and included as a story for determining water supply pressure requirements.) When conditions prohibit providing the above pressures, Developer and MAY shall document the lower pressures provided and Developer shall reimburse MAY for all costs incurred by MAY due to available pressures being less than those stated above. If a fire pump is necessary to provide the required pressures, Developer shall furnish, install and maintain the pump and provide sufficient emergency power for simultaneous operation of the pump and all other systems served by the emergency power generating source. Developer shall perform a flow test on the water supply serving the MAY building correlated to reflect the water flow at the point where the water service enters the MAY building and submit it to MAY prior to the start of design of the MAY building. MAY shall be under no obligation to design the MAY building or its system for a water supply that exceeds the above requirements. Developer shall take no action and construct no improvement, whether on-site or off-site, that shall reduce the pressure initially required to be delivered by Developer to MAY. * NJtwithstarrlin_;; tlri.s 99::tim :/J7.0l, M3.y ms CESigra:i its fire ptDt.Ectim syst;a:n l::ssa:i m existirg a:n:litims ar:rl adm::Mled:]es tl:Bt tre existir:g o:n:litims are aa:q:,table with:ut any furt±Er actim er exp3:Xliture3 cy ~q:er. MTS 7198 - 12 - . Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page- 40 of 75 507. 02. Fire hydrant spacing along the loop serving the Center shall provide service to MAY's fire department connection in accordance with governing requirements. Where possible, hydrants shall be located on the outer edge of the drive lane contiguous with MA Y's perimeter walk within parking lot islands which are located in proximity to each of the MAY building entrances. 507. 03. The loop serving the Center shall be dually sourced and of sufficient size to adequately supply both fire protection and domestic demands simultaneously. In no case shall the loop be less than eight (8) inches in diameter. Sectional control valves shall be provided in accordance with NFPA Standard 24 and MAY's insurance underwriter's recommended practices. 507. 04. Developer shall bring eight (8) inch fire service mains (either one (1) or two (2) as directed by MAY) including valves (non-rising stem gate valve with cast iron service box), backflow preventer, meter, detector check, vault and fire department connection to the MAY building wall per local requirements at locations and elevations directed by MAY. Backflow preventer (and fire department connection) not required to be located outside the MAY building by governing authorities will be provided by MAY within the MAY building. 507. 05. In the event that buildings of different types, number of levels or uses are to be built in the Center (e.g., TBA's or buildings where high stockpiling or hazardous usages may occur), additional fire protection system requirements may be imposed as directed by MAY. 508. PAVING. As part of the current expansion and renovation project, the shopping center parking fields will be improved with a new wearing-surface overlay. At such time as the parking areas are entirely rebuilt, the work will be done in conformance with the following standards: 508. 01 With respect to parking and roadway surfacing: 508. 01. 1. Pavement design shall be based on a "Design Period" of 20 years and such variables as the California Bearing Ratio of the soil, the anticipated traffic volume and the vehicle mix (i.e., automobiles, single-axle trucks and double-axle trucks). Asphalt paving design shall be based on the most recent edition of the Asphalt Institute Manual series MS-land MS-15, Chapter III. Concrete paving design shall based on the most recent edition of Pamphlets Nos. l SO29.02P and 1 S010.0lP, "Subgrades and Subbases for Concrete Pavements" and "Thickness Design for Concrete Pavements", respectively, by the Portland Cement Association. 508. 01. 2. The surface of parking areas and access roads shall be paved according to design with concrete or, by installing a suitable base, surfaced with an asphaltic concrete wearing surface. 508. 01. 3. In connection with the foregoing, all areas to be paved in the Center are classified as follows with design thickness as indicated unless a greater design thickness is recommended by the Soils Engineer's report to comply with the above requirements: Heavy duty paving: All ring roads and main driveways, truck loading zones and truck thoroughfares with a minimum of three (3) inch thick asphaltic concrete and eight (8} inch thick rock base. Light duty paving: Automobile parking aisles and stalls with a minimum of two (2) inch thick asphaltic concrete and six (6) inch thick rock base. MTS 7/98 - 13 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page- 41 of 75 508. 01. 4. MAY shall provide the concrete paving at its own truck dock apron. 508. 02. With respect to walks and curbs: 508. 02. L All walks and landscape areas within walks shall have a minimum slope from building finished floor elevation towards curbs of one quarter ( ¼) inch per foot. Walks shall be finished concrete, minimum four (4) inch thick, or equivalent material of a rough non-skid texture as may be approved by MAY, over a suitable granular base. 508. 02. 2. Developer shall provide curbs at all building perimeter walks, entrance and access roads, parking lot islands and landscape enclosures except for landscaping at the perimeter of the May building. When required for suitable drainage, curbs shall be six (6) or seven (7) inches high, at elevations approved by MAY, with integral 18 inch gutters; however, when drainage is not a factor, a six (6) or seven (7) inch vertical barrier type curb may be provided. All curbs shall be concrete. Top set curbs shall not be used. 508. 02. 3. Design for the MAY building perimeter walks will be provided by MAY and curb design therefor shall be provided by Developer; however, all curbs shall be provided and installed by Developer and all walks within MAY' s perimeter curb by MAY. 508. 02. 4. Developer shall coordinate the dates for installation of building perimeter curbs with MAY so as not to delay or interfere with MA Y's work. 508. 02. 5. Curbs shall not be painted unless mandated by governing authorities. 508. 02. 6. Curbs at the MAY building perimeter walks shall conform to the design of the MAY building perimeter walks; all other curbs shall be located a minimum of 25 feet from the MAY building face unless otherwise approved by MAY. 509. RETAINING WALLS AND EMBANKMENTS. Where retaining walls are required as part of or external to one or more sides of the MAY building or where retaining walls provide a break in grade in the parking areas, the minimum requirements shall be: 509. 01. All retaining walls in the Center shall be designed in accordance with the recommendations of the Soils Engineer's report with all embankment slopes at two (2) horizontal to one (1) vertical. 509. 02. The type, quality and finished appearance of all retaining walls installed by Developer in proximity to the MAY building shall be compatible, as determined by MAY, with the foundation system, exterior finish and color of the MAY building. 509. 03. Retaining walls that are necessary for and part of MAY's depressed dock facilities shall be MAY's responsibility. Screening shall be provided by Developer for all joint and mall loading areas. In the event that an embankment occurs adjacent to MA Y's depressed truck dock facility, MAY shall be responsible for providing the retaining wall, and Developer shall reimburse MAY for additional costs incurred for the design and construction of said retaining wall to the extent that such costs exceed what MAY' s cost would have been without such embankment. 510. ENVIRONMENTAL REMEDIATION. Prior to the delivery of the MAY pad, the Developer shall perform all remediation of Hazardous Substances required by law, by regulation, by governmental authorities, and/or recommended by the environmental studies and reports; and Developer shall cause the MAY Parcel to be free of Hazardous Substances unless caused by May. MTS 7198 - 14 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page- 42 of 75 600. DESIGN STANDARDS Developer shall comply, as a minimum, with the following design standards: 601. OPEN PARKING LOTS. Unless legal requirements or zoning provides otherwise, any newly paved or re-striped parking areas will conform to the following minimum design standards for open parking lots: 60 l. 0 l. Slope in Parking Areas. Four percent (4 %) maximum and one and one-half percent ( ll/2 %) minimum unless otherwise specifically approved by MAY, with no retaining walls or embankments forming a break in grade unless incidental to a multi-level mall. 601. 02. Parking Module. The width of an aisle plus the depth of a parking stall on each side, measured perpendicular to the aisle, shall be a minimum of (provided such design is in conformance with the Town of Huntington standards): 601. 02. 1. 60' for 90° parking. 601. 02. 2. 56' for 75° parking. 601. 02. 3. 55' for 70° parking. 601. 02. 4. 54' for 65° parking. 601. 02. 5. 53' for 60° parking. 601. 03. Parking Stalls. The perpendicular width between centerlines or between midpoints between "hairpin" lines of adjacent stall striping shall be a minimum of eight and one-half (8 1/2) feet in accordance with Exhibit B. 601. 04. Stall Striping. Stalls shall be separated by "hairpin striping" using two (2) parallel lines four (4) inches in width and 10 inches apart (14 inches apart center-to-center) so that the distance between the edges of the inner lines is seven foot six inches (7' -6") or single-stripe lines. Striping shall be two (2) coats of paint, alkyd base synthetic resin, Fed. Spec. TTP-115 Type 1, in a color of white or traffic yellow. If seal coat is used, it shall be compatible with striping paint. 601. 05. Ramps and Crosswalks. Accessible ramps, marked crosswalks, parking stalls, etc. shall be of uniform design throughout the Center and shall be provided in the vicinity of the MAY building entrances. Accessible ramp and crosswalk locations shall be coordinated with the MAY building entrance design. Whether or not the common areas on the MAY parcel and/or parking easement (the "MAY Parcel") is considered a separate parcel for ADA purposes, Developer shall treat them as such in designing the common areas for the Center. 601. 06. Lighting. Unless otherwise approved by the municipal authorities, lightining design standards for the parking lot will be as follows: 601. 06. 1. Maintained horizontal illuminances for general parking and pedestrian areas shall be one (LO) foot-candle minimum on pavement; the average to minimum ratio shall be no greater than four to one (4:1) and the maximum to minimum ratio shall be no greater than ten to one (10: I). Maintained horizontal illuminances for vehicle use areas shall be two (2.0) foot-candles average on pavement; the average to minimum ratio shall be no greater than three to one (3:1) and the maximum to minimum ratio shall be no greater than ten to one (10:1). Lighting levels throughout the exterior common MTS 7198 - 15 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 43 of 75 areas of the Center shall be so designed as to present a unified and harmonious development. 601. 06. 2. In any parking areas where light fixtures are replaced, security lighting shall be provided throughout the parking area at 25 % of the minimum general parking area lighting levels. 601. 06. 3. Developer shall provide, subject to the constraints of the existing lighting system, if reasonably practical, an override control for the lighting system on the MAY Parcel. Developer shall provide the power and equipment for operation of the system from the mall electrical room. Developer shall extend conduit and conductors from a point specified by MAY five (5) feet outside the MAY building to the Developer's electrical room and shall provide MAY for installation in the MAY building all relays and override controls required for MAY to interface with and override said system. 601. 06. 4. MAY shall have the right to install (at its own cost) separately controlled flood lights and closed circuit television (CCTV) on selected light poles, subject to Developer's reasonable approval and subject to any applicable to any governmental approval. 601. 06. 5. The site lighting system and any security system (e.g., CCTV, etc.) provided by Developer shall be installed outside of MA Y's perimeter walks. 602. PARKING DECKS Developer will provide May with plans for the parking deck for review, comment and approval. To the extent resonably possible the design will conform to the following specification: 602. 01. Minimum Design Live Load: 50 pounds per square foot. 602. 02. Maximum Ramp Slope: Ten percent (10%), except eight percent (8%) on curved ramps and five percent (5%) where parking occurs on ramps. 602. 03. Minimum Ramp Width, exclusive of walks and guardrails that are to be set back a minimum of one (1) foot from the curb lines specified below: 602. 03. 1. For straight ramps: 14 feet curb-to-curb for one-way ramps and 26 feet curb-to-curb for two-way ramps. 602. 03. 2. For curved ramps: 16 feet curb-to-curb for one-way ramps and 30 feet curb-to-curb for two-way ramps. The minimum inside radius shall be 25 feet. 602. 03. 3. Intentionally Deleted. 602. 04. Parking Module and Parking Stalls. The design of the parking deck shall be such that the parking module and parking stall requirements for Open Parking Lots shall be achieved. 602. 05. Minimum height clearance shall be seven and a half (7.5) feet to the lowest obstruction (e.g., light fixtures, piping, sprinkler heads, etc.) at all points within the parking deck; where required to accommodate truck traffic or access to van stalls in compliance with ADA, the minimum height clearance shall be 14 feet. 602. 06. Maintained horizontal illuminances for all covered levels of the deck shall be as follows (foot-candle levels for day are the sum of electric lighting and daylight): MTS 7/98 16 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page- 44 of 75 602. 06. 1. General parking and pedestrian areas: five (5) foot-candles average on pavement for day and night; the average to minimum ratio shall be no greater than four to one (4: l) and the maximum to minimum ratio shall be no greater than ten to one (10: 1). 602. 06. 2. Ramps and corners: 10 foot-candles average on pavement for day and five (5) foot candles average on pavement for night; the average to minimum ratio shall be no greater than four to one (4: 1) and the maximum to minimum ratio shall be no greater than ten to one (10: l). 602. 06. 3. Entrance areas: 50 foot-candles average on pavement for day and five (5) foot-candles average on pavement for night; the average to minimum ratio shall be no greater than four to one (4: 1) and the maximum to minimum ratio shall be no greater than ten to one (10:1). 602. 06. 4. Lighting levels on uncovered portions of the deck shall be such that the lighting requirements for open parking lots shall be achieved. 602. 07. Security lighting shall be provided throughout the parking decks at 25% of the minimum general parking deck lighting levels. 602. 08. Developer shall cooperate with MAY in its requests to governing authorities to allow MAY to provide major entrances/exits to the parking deck from the MAY building without MAY being required to provide fire protection assemblies and/or systems beyond those required for non-deck entrances/exits. Parking decks which are not immediately adjacent to the MAY building shall be located a sufficient distance away to allow MAY to construct unrated exterior walls. Where adjacency of a parking deck or bridge to the MAY building requires rated wall construction between the two, MAY shall provide up to a "two-hour" rated exterior wall for its building; if a wall rating above "two-hour" (exclusive of the projected building entrance element) is required by governing authorities or insurance underwriters, Developer shall provide the additional rating (exclusive of the projected building entrance element) or reimburse MAY to provide said rating, at MA Y's option. 602. 09. Developer shall make provisions for snow removal and storage which does not overload the deck structural system nor interfere .with parking. 602. IO. MAY shall have the right to install, at its own cost, separately controlled floodlights on the deck adjacent to its building, subject to Developer's reasonable approval. 602. 11. MAY shall have the right to install, at MAY's expense, lighting, signage, vestibules, finish materials and other appurtenances within the deck at each MAY building entrance from the deck. In addition, Developer shall provide, disabled accessibility between all deck levels and to each such entrance, including elevator and ramps. 602. 12. Deck and bridge connections to MAY will meet code requirements for a "horizontal exit." 602. 13. The fmish floor elevation of a parking structure adjacent to the MAY building shall coincide to the adjacent finish floor elevation of the MAY building. The finish floor elevation of the parking structure at the pedestrian bridge shall be accessible to the MAY building without the need for stairs and comply with all Federal, State and Local code, requirements, ordinances, etc. MTS 7198 17 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 45 of 75 602. 14. Developer shall use reasonable efforts to complete the deck and bridge construction and obtain a certificate of occupancy therefor at least 14 days prior to the scheduled opening of the MAY building, but in all cases the deck shall be complete and available for use at the time of the MAY store opening. 602. 15. Developer shall also comply with the following when there is a bridge connecting a parking deck to the MAY building. (See F1GURE 1 - MAY STORE PEDESTRIAN BRIDGE CONNECTION) 602. 15. 1. Bridge width shall be the full width of the connecting MAY building entrance (doors and returns) or 12 feet minimum, whichever is greater. 602. 15. 2. A minimum 10 foot adjacent section of the pedestrian bridge shall be sloped away from the MAY building at a maximum one percent ( 1 %) slope. The balance of the bridge slope shall not exceed three percent (3 %) slope with slope away from the MAY building. If slope away from the MAY building is not possible beyond the 10 foot adjacent section, and is approved by MAY, Developer shall provide a closed conduit drainage system acceptable to MAY. 602. 15. 3. Developer shall provide independent support of the bridge at the MAY building end or, at the discretion of MAY, Developer shall reimburse MAY for all added cost to provide vertical support for the bridge on the MAY building. In any event, the bridge shall not introduce any horizontal or seismic load into the MAY building. 602. 15. 4. Bridge shall be uncovered unless required by any Federal, State or Local laws, codes, ordinances, etc. 602. 15. 5. MAY shall have reasonable approval rights over the bridge design. 602. 15. 6. Developer shall design and install a continuous expansion joint (and/or seismic joint) at the bridge connection with the MAY building; Developer shall furnish to MAY, for installation by MAY, all expansion/seismic joint devices (or portions thereof) which are required to be installed integrally with the MAY building. The design of such joints shall be subject to approval by MAY. 602. 15. 7. Developer shall coordinate with MAY on the bridge tie-in details and provide the necessary details at least 30 days prior to start of design of the MAY building. 603. MALL SECTIONS 603. 01. Mall tenant construction shall begin on the lease line as shown on the site plan attached to the REA with no projections into mall common area. ( See FIGURE 2 - MID-MALL SECTION) 603. 02. A minimum 28 foot-wide common walking area must be provided from centerline of tenant lease line to centerline of facing tenant lease line on the lower level of the mall. ( See FIGURE 2 - MID MALL SECTION ) 603. 03. A minimum clear walking width of 12 feet must be provided from the centerline of tenant lease line to the centerline of railing on both sides of mall levels above the lower level of the mall. ( See FIGURE 2 - MID-MALL SECTION ) 604. ESCALATORS, ELEV ATORS AND ST AIRS. Escalator, elevator, and stair locations within the MAY Courts and the mall area are subject to MAY's approval and shall be configured to minimize sight line impact and maximize pedestrian circulation within the mall and the MAY Courts. MTS 7198 - 18 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 46 of 75 605. LANDSCAPING. Landscaping selection, placement and maintenance by Developer within the MAY Courts shall maintain unobstructed sight lines to MAY' s entrances and signage. Landscaping within the mall and the MAY Courts shall be planned and selected with consideration for a variety of plant material (size and species) together with the use of supplemental lighting, if necessary. Moveable planters in a variety of sizes together with small built-in planter areas shall be considered rather than a large built-in planter area to give a more open feeling within the mall and the MAY Courts and to provide flexibility for seasonal activities. 606. FOUNTAINS AND MISCELLANEOUS FIXTURES 606. 01. Fountains may be provided if designed and located to compliment the feature courts (and the MAY Courts) and if they avoid inflexible configurations which use large floor spaces and negatively impact pedestrian circulation and sight lines. 606. 02. The placement and configuration of miscellaneous fixtures such as benches, trash receptacles, and mall identification signs are subject to MAY' s approval and shall be designed and configured to accommodate and inform pedestrians but minimize impact to pedestrian circulation. 607. SIGNING AND GRAPHICS 607. 01. Mall tenant signage criteria shall not apply to any anchor store's exterior and mall entrance signage. Developer may install, directional signs, in locations approved by MAY. Developer shall, from time to time, update such signage as necessary to reflect the current operating name and sign style of each Major. 607. 02. An exterior signage and graphics program may be developed in conjunction with the interior mall signage and graphics program which may includes monument-type signing at all site access/egress points. ( See FIGURE 3 TYPICAL MALL ILLUMINATED MONUMENT SIGNING) 607. 03. Graphic identification shall be provided at each mall building entry and shall be designed in conjunction with the interior mall signage and graphics program to complement the building's exterior. 607. 04. If Developer determines to install directional signage and graphics for open parking lots and parking structures, a comprehensive plan will be submitted to MAY for approval. 607. 05. MAY, at MAY's expense, shall have the non-exclusive right to install illuminated identification signs on two deck faces and at the deck end of the bridge in parking structures, and Developer shall cooperate with MAY to coordinate the necessary electrical tie-in to the MAY building. 608. KIOSKS. Kiosks or cart shall be permitted only in accordance with the lease agreement at the MAY building entrances within the mall and a minimum 12 foot-wide clear walking area must be provided from the face of the kiosk or cart to the centerline of the tenant lease line on both sides of the mall area. No kiosk or cart area shall exceed 200 square feet. 609. MAY COURTS 609. 01. MAY shall have the right of approval, over the drawings and specifications for the MAY Courts. The MAY Courts and intersecting main mall corridors shall be centered on the MAY building entrances. The "MAY Courts" shall be areas, which are the greater of that shown on the site plan attached to the REA or extending 100 feet into the mall from the MAY building mall entrance along a line parallel with the centerline of such entrance for the full width of the mall. ( See FIGURE MTS 7198 - 19 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 47 of 75 4 LOWER LEVEL SYMMETRICAL COURT CONFIGURATION and FIGURE 5 - LOWER LEVEL ASYMMETRICAL COURT CONFIGURATION) 609. 02. The minimum width of the MAY Courts shall be 60 feet, (width of clear opening and return walls to be specified by MAY). Side return walls of the mall adjacent to the entrances of the MAY building shall be solid, and MAY shall have the right to erect finish facing materials and illuminated signs on such return walls. Floor openings shall not be permitted in the MAY Courts without MA Y's approval, but in no event shall such openings be closer than 20 feet from any MAY building entrance. ( See FIGURE 6 - LOWER AND UPPER LEVEL SYMMETRICAL COURT SECTION) 609. 03. The area of the MAY Courts extending 30 feet beyond the MAY mall entrances for the full width of the MAY Courts shall be column free, but Developer may locate mall support columns at MAY' s side return walls provided they do not bear on MA Y's foundations, do not introduce any horizontal or seismic load on the MAY building, do not reduce the opening width of MAY's mall entrances, do not interfere with MAY's mall signage, can be concealed within the finish facing materials on such return walls as designed by MAY, and are otherwise approved by MAY. MAY shall have the right to extend the finish facing materials into the MAY Courts, to install illuminated signs thereon and to support such fmishes and signs on the mall structure when said finishes or signs occur on the mall side of the expansion joint. Developer shall provide and install all finishes above and/or on each side of the MAY mall entrance finishes. 609. 04. MAY shall have the right to erect and attach to the mall structure a canopy, marquee, soffit and/or sign at all mall entrances to the MAY building and extending four (4) feet into the mall (and at the bulkhead if there is a mall floor opening in any MAY Courts), and Developer shall cooperate with MAY to coordinate the necessary electrical tie-in through the mall area. ( See FIGURE 4 - LOWER LEVEL SYMMETRICAL COURT CONFIGURATION, FIGURES - LOWER LEVEL ASYMMETRICAL COURT CONFIGURATION and FIGURE 6 - LOWER AND UPPER LEVEL SYMMETRICAL COURT SECTION ) 609. 05. MAY shall have the right to install lights in the mall ceilings at the MAY Courts to illuminate its mall facade and entrances. 609. 06. Developer shall design and install a continuous expansion joint (and/or seismic joint) through the malls and mall buildings at the connections with the MAY building. Developer shall furnish to MAY, for installation by MAY, all expansion/seismic joint devices (or portions thereof) which are required to be installed integrally with the MAY building. The design of such joints shall be subject to approval by MAY. · 609. 07. Unless otherwise approved by MAY, within the mall, minimum floor-to-floor heights shall be 17 feet 6 inches (17'- 6") and maximum floor-to-floor heights shall be 18 feet O inch (18'- O"). Minimum ceiling heights within the MAY Courts shall be 14 feet O inch (14' - O"). 609. 08. Where the MAY building intersects the mall building, Developer shall cause the elevation of the finished floor lines of the mall to coincide with the elevation of the finished floor lines of the MAY building. The surface of that portion of the mall devoted to pedestrian traffic shall be in a continuous plane without slope or steps. 609. 09. Unless otherwise directed by MAY, Developer shall provide and install the finish flooring between the floor expansion joint and the MAY mall entrance door floor track. 609. 10. Intentionally Deleted MTS 7198 20 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page- 48 of 75 609. 11. MAY shall protect its building openings fronting on the mall by providing within its building, at such openings, sprinkler heads at 6 feet O inch on center, to be connected to MAY's sprinkler system. Developer shall provide sprinkler protection in the ma!l including sprinkler heads at 6 feet 0 inch on center, which shall be connected to the mall sprinkler system, to protect all building openings of MAY fronting on the MAY Courts. 609. 12. The mall and mall buildings foundation systems shall not encroach on the MAY building, and common foundations shall not be permitted unless approved by MAY in its sole discretion. 609. 13. Where the adjacency of the mall and/or mall buildings to the MAY building requires rated wall construction between the two, MAY shall provide up to a "two-hour" rated wall for its building; if a wall rating above "two-hour" is required by governing authorities or MAY's insurance underwriters, Developer shall provide the additional rating or reimburse MAY to provide said rating, at MAY's option. + + + MTS 7198 - 21 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page- 49 of 75 MINIMUM TECHNICAL SPECIFICATIONS FIGURES SECTION REFERENCE PAGE FIGURE t - MAY STORE PEDESTRIAN BRIDGE CONNECTION 602. 15 .... 22 FIGURE 2 - MID-MALL SECTION ...... 603. 01 ; 603. 02 ; 603. 03 .... 23 FIGURE 3 - TYPICAL MALL ILLUMINATED MONUMENT SIGNING ...... 607. 02 .... 24 FIGURE4 LOWER LEVEL SYMMETRICAL COURT CONFIGURATION ...... 609. 01; 609. 04 .... 25 FIGURE 5 - LOWER LEVEL ASYMMETRICAL COURT CONFIGURATION ...... 609. 01 ; 609. 04 .... 26 FIGURE 6 LOWER AND UPPER LEVEL SYMMETRICAL COURT SECTION ...... 609. 02 ; 609. 04 .. , . 27 MTS 7198 JUN.Case 2.1998 20-33332-KLP 10: 08AM Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51M0.960 P.Desc 30 ...... 43 Ex N Walt Whitman Ground Lease (Part 2) Page 50 of 75 Ill.I. a::D \\\\\\ • F!...AN NOTE: l"IN!f>~ l"'L.001"1. !!l.W"TlON I?!' l"'A!l,tc.l~ e;~~ AT J'"t:)i=!J~l"'N llr:t.t:io~ 5+1,'-U. 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",/:::it~~~"'· :z 0 •JJ .28-'-01' ·-----· r:n ·•------',=-rYP.f 0 .. lJ (;J FIGURE 2 I-' '·, .t. lv·HD·-JvfALL SECTION (;J CaseJUM. 220-33332-KLP .1998 10: 09AM Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page·- 52 of 75 '\""1"'1~ '""-IC!. ~,t,TJr:>),f l'Of' ,..,.1;:.~ !>~=-. '-"'-"'Tlt:>M l'C)tll. lloJ.IIMlt,V,.Tl::, "'1"'-1.:. l.C)OQ ,l,,N0 ,.,~,Ne lwit-11""",....:, io:.-Af<;~t,I'/ jl'l'C,fl,!! •1.-.1«1 ~I"'"'.;~~ ..,ei,. VIEY'l A 4'-"' .i.; 1<1'<1' \~IN.._~:, ~~~1"1' JIC!f~ ON C.ett-lC:1',ITI ,-1.1,ri'M !',:)ii'. ""'lJ.. ~ ,:;>:)""'Ill~ !ITl::11'1.: ~l~1C.,..'1'\c;>M !",ST,',!)ii~ IYll-1,. VIEY-1 A SECTION OF ILLUMINAT2D tv10NLJH::NT 51'5N FIGURE: 5 TYPICAL MA!..L ILLUHINATED JviONU~ENT Sl6N!Ne .., 24 - Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 53 of 75 <--< :zC ru .... I,[) )£ ...... (SJ MALL SHCF AR.EA ------FlRt:iSER/IC.E: (SJ - ljJ CORRIDOR& I) MAY STORE ENTRANCE :::;; NO LAND:C.APING. STAIRS. 1 u .\ ~ <( ,,,· \I LINI: OF UFFER /// LEVEL HALL ___./ --- •-· ' • \ NO KIOSKS ~ITHIN ISO' OF MAY -- \ \ STORE ENTRANCE '\ '' HALL SHOP AR.EA '""-. POTENTIAL CENTERLINE OF =c; LANDSCAPE PLANTERS STORe/GOURT ul ..t M.~L ______, rn '· • SELOH ESC.AL.ATORS---· IS) r' 0 Fl~lJRE: 4 UJ 0.l·, .IC, L.Ov~ER L.E\/ L S'r'l--·lf,dETRICAL C.OUR'T CONFloURATION (_,J ------·····--·· Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 54 of 75 '-< Cz r,J .. , \I) U) (D ,_,. <:Si ..... A."( ·- (SI $7!:lRI:: i:.NTR~NC.f: ------t·1..\LL SHOF AREA ----- ,~ N!e-H P~lN6 MAT.ER!Al.. --• ~ /e NGROAvtiMENT AAEA NO LAffD;CA'f"IN F. · 'Y . --- -~- -·- - -· ._,.. ,,.. ~--i~ ::. ~:1~-- ~; Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 55 of 75 ., -\LL .11.-\LL CONSTRUC. TION AND FiNteH f'J MA.Tf!RfAL. BEYOND ST.!\NDARD MAY STORI:; .::--_ ..... 14'-0" , '1;,0'-0" COURT !~ RE!::PONSISIL.ITY tD ~ f;KYl..leHTe ul OF M,~t.L O~Nl;;~ Al~O i"v Be Ri=-/IEY'l:EO At-.lD ---- ...... co .,._PFROVEC' EY MAY ------'- ..... GI ·, ,..,....,. D '"' 3 DIMENSION VARIES: Df;.P.ENDIN . ,,#:•* ,.;,"' ,,... - ' /. ..,... ,II'., ,,· - /" ./'. .,f .. ~ ,~ ½E .,,/ .$HOP Ef.'~G:-1;; . . '/ ,• / _) ., , / . ., _, _/ ' / .· A-'-'~; ~ , ; , ., ..-.,/ 4' ,, r~ _. • . • ,,. y;La ::en; . . ,. • .• ,• , / lJNt!,/- ,,.-·,,,i' ·"'./ / / / ,/~-- _/ ' ./ _,/ ,.·· JI~ ... /' .,/ J',, .. ~ ....N ,..- ~/' ,· ,I" J,~ ,• - .. ~ , . , ///·· ///· -.·/ .,r / ... ,~...... ~ ,I'' ,, __ ,.. • ., .... • ,I" ,. ,. - ,. ., .,,"' ..~-,,.,.... ·,., SHbF.Sf'..\Ce·_,_._ / ,, . .,,/ / .,,/,. sHoP. ~-~ce / r ______() / / _J / •' ,. ;r . l ,/ _I -<; FIGURE 6 1_! (,;] '/1 LOIAlER At~D UPPER LE\/El= St·((•.,-•n,11eTF~ICAL COURT SECTION j::. ------~ ------td --.------Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman- Ground LeaseEXHIBITG (Part 2) Page 56 of 75 WALT WHITMAN MALL LORD & TAYLOR LEASE EXHIBIT SHEET INDEX 20.02 Sidewalk Plans /A ,J A.I ~ 20.04 Sidewalk Plans · Zl. ''-'\ 1 ·~--i--1 20.05 Enlarged Sidewalk Plans @ Entries /l 30.02 Level One Plan Cj\ ~2..~~t \C\qt--~0.03 Roof Plan 30.04 Level One Plan Segment A 30.05 Level One Plan Segment 8 30.06 Level One Plan Segment C ,,1 30.07 Level One Roof Plan - Segment A ~ '2..t ~A-'{ (q ,-...... ---1 30.08 Level One Roof Plan - Segment 8 30.09 Level One Roof Plan - Segment C 30.11 Level One Segment A Reflected Ceiling Plan 30.12 Level One Segment B Reflected Ceiling Plan 30.13 Level One Segment C. Reflected Ceiling Plan 31.01 Exterior Elevations North and South /A z..i ~AJ ,q,· . 32.01 Mall Longitudinal Building Section ~ ''\ - ...... -_. 32.04 Sections at Bloomingdale's Court 32.05 Sections at Bloomingdale's Court \()S\)...'\ \q~\' 32.07 Macy's Court Sections /a '2,.2.. N..A{ \q'g 2.08 Sections@ Saks Center Ct., Lord & Taylor Ct. 32.09 Saks/Center Courts Sections \~ :SvL{ \o/1\' 32.10 Sections@ Macy's Stcrrefront 36.01 Reflected Ceiling Plan & Details - Typical Mall/Bloomingdale's 36.02 Reflected Ceiling Plan - Bloomingdale's Court 36.03 Reflected Ceiling Plan - Macy's Court A zz_ '\Ai lq l'r---1---1 36.04 Enlarged Lord & Taylor Court and Entry #1 Plans ~ 36.06 Entries #2 & #4 Plans & Sections 36.08 Entry #1 36.09 Entry #5 36.10 Entry #3 36.11 Entry #3 36.12 RCPs: Saks Ct & Cross Mall, Center Ct. Cross Mall 36.13 Reflected Ceiling Plan at Center Court 36.22 Level One Paving Plan Segment A 36.23 Level One Paving Plan Segment B 36.24 Level One Paving Plan Segment C 36.25 Enlarged Paving Plans EXHIBIT G - PAGE 1 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 57 of 75 ------·· I . ______.,.... r Oover Sheet IHNA Pacilio .. ··----lr,i,;,o=rawlr-ng Index, Pm]eiit Oita · ·- · ... I Summa,y, CAr County Summary, i A· 0.1 Exitina Analvsls ,HNA Paeific 06/11198 - OM~J !SVmbo/a M::,teria/S. AbbreviatJ9.D§.]tJNA Pacma · . 06/11198 - O~Ht\ r 0~ Parklna structure Site Plan !HNA Paoific l 06/11198 . • 08/19A18 . Lower Level st,ti,ina Plan i 06/11.lr18 I 08119198., ~-1.1 HNAnP=ar==..ffia___ .. ·- A-1.2 Upper Level Strtping_l'l.,n HNA Pacffic ,. . 06/11RIB - 08./19198 i A-2.1 .. Lower Level Pfoor Plan HNA Pacific 0611119_8 - 0!11~ A•2._4 unoer L.evel Floor Plan... HNA Paolfir/ · 06/11/S8 - •.Q.8119~..!, A-31 Bufldina Elevations· ·• HNA Pactnc - . -· ()6111/98 . 08119198 i.-4.1 Buildina Sections ... . ·· HNA Pacific ------=-061':..1::....:.1:::....:/9-=-B--1_ .. - 08/19198 Ii:: 5.1 Wall Sections HNA Pacific 06111/98 . - 08119198 A-~2 ·Wall Sections - •· :HNA Paolfio 06/11198 "" DB/19/98 sra,r No. 1 & srair No 2 Enfargetl - • - A·B:1 Plans HNA Pacific . fl§/1 "'10.R 08/!9198 Stair No. 3 & Elevator NO 1 _,.,_,,,,-""-"-...... ~--- ...... - A - 6.2 ... _---i.;S===n=fa=,raa,.=1ed~P.-=-=1a::.:,;n-=--s __ ----i.:..:.H=NA~P=acifi,='=c:.._._ ___,.. ... 0=6;.i...:t/1"""119-=-B-i-----i-,;:;.;:;- 08/19198 A - 6.3 Elevator Secttons · N-· · HNA Pacific 06/11198 ... - ' I ~~WR~: i:...A'--.. --6=.4-----;-::,,B.;_;.,,..l;;'-s-~:-ato::_r·~s;1e__~-a=ti-:-o-:n-s"'----_-_-_-_-_-~_~;L.:.H~'N.~~:....:.-f=...:,:.::::,om:· c~=-··· _____O=S/ __1""'119=8::::...- .. - 08/191981 A-6=.5~--+'~~a=ff~S~e~~~4~n=s____ ----i~H~NA'---Pa=cm=·=c------i. ~OIV1~~4wr~~8~--=--~~~- 08119.198 • A - B.6 stair Sections HNA Pae/fie 06111/98 ., Oa/19/98 A - 7.1 T1t0ical Stair Oetaits ----+=-H=N.==-~:...:.P,...z:a=olfit:.:.:.:;..___ ·061'~11=m=s:....+------+--=08(19198, r_;_;,__;c--'"i'Piuo~,o"'r;jg~,...-.i;;,,l:)'U~ur.;;;lie:-'i&Hce~ta;;j11nr.;s,---F::...=....:....:::::.:.::..---- • - ~: 7.2 .Window Details -·· -· HNA Pacific 06/11/0B - . 08/19198 Awi3=---+.T~'Y1J=il~Cs~/~D~e=tai~ra:.._,~...,.,...-- H~N.-~-Pa-=,Cifi=c=------i-~0611=-:..:1=~=8, ~ OB/19198 ! A - 7.4 • TVDlcal Elevator Details - ·--- HNA f'j1p.,_tlii..,...c ______o:a.:6/1:....:...:119..::::=.B -1--- • - 08/19/98 A - 7,5 Stair Enclosure Detafls -· _ , .. !:!J:IA. P.;;i.::... c=m=c~ __...,._...:O=B/1~119:.:::..::::...B • . 08/19/98 A • 8, 1 Tvo1 cal Striping Details_ 11-11\J!fl. Pacilio 06111,118 ,__ ..~---1,....=~ 08119/98 -~W19~~: ~--. ---~------1-----·- ' 1I - --· -t------~-----1------·-- ·-----·------··- .. I Off•--+------~!____ ,_ .. ---,-1------1---...... '--· -·-~·------1------1-" .. !lol!", .... -+-----+-----1 ----·~·--·-·-~-·-·-_·-_·_-_-_,._.. _. __ ·-_··--~-··- __ --~--~- - -_-_-,~----~-~---·-r·-----i----...... 1---- ·•- • F-.... -,,---+------· .. --·----+-----+-----1--·- -----1---~------~1-.. -· ·-. _,_..:,_+----+-----+----l 1------1------·-·-· .. -··--··-+------~....j...,.----1-----,-,--·· --- --· ·-·· EXHIBIT G - PAGE 2 1 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex . .l. !;;J::IC £.,l.l!Hln N Walt Whitman Ground Lease (Part 2) Page 58 of•' "'•75 u Ill .I l. •tr J I' - EXHIBITH - . LQBP 'TAYLAR - HYHTXNGTQ!! STATION, ti! I BUIL~ING SHELL GtNEUL CONST~UCTION WO!U< L! ST OF OP..~WINGS 00650-l f' $iCT+Qli ooeso LIST or PMW!lm~ Ccnt:act Documenti (all dated 30 JAN ~SJ MCH;,:EC'l;tJiAL A-0 GENEAA.L NOTES AND LEGENDS A-lA LOWER LEVEL FLOO~ PLAN• PART A A-lB LOWER LtVEi FLOOR PIJ'Ul • PART B A-2A UPPER LEVEL FI.iOOR PLAN - P.U.1' A A•2B UPPtR LEVEL FLOO~ P'l.il\N - FART B A-J SlTE, ROOF, PENTHOUSE PLANS 4 DETAI~S A-4 TRUCK DOC~ PLANS & MISCEiLANEOUS DE~AILS A-SA NORTH & £A.st EXTERIOR ELEVATIONS A-SB SOUTH & WEST EXTZ~IOR ELEVATIONS A•6 EXTERIOR WAI.L SECT!ONS & DETAILS A-7 EXTERIOR WALL SECTIONS & DETAILS A-BA EXTE~IOR ENTRANCES A•8B EXTERIOR E.NTFJ\.NC£ SECTIONS A-ac EXTERIOR ENTRANCE OET~ILS A•SD EX'rtl\IOR ENTRJU.lCE SECTION·$ A-9 ELEVATORS A•lO ESCALATORS A-llA. STAIRS NO, 1,2 & 3 A-llB STAIRS NO. 4 ~ 5 A-llC STAI~ .AND MISC!L~OUS DETAILS A-12 Mi'J,,1- ENTRANCE A•l3 TOILET PLANS & CETAILS A-14 ~00~ & FINISH SCH.EhULt i DETAILS &'lBQQ,:t.TML S-1 FOTJNOATION PLAN - PMT ''A" S-2 FOUNDATION PLAN - PAAT "B" S-3 FOUNDATION S!CTIONS .AND DErAILS S-4 UPPER LEVEL F:M.MING PLAN - PART ~AH S-5 OPPE1' L£'V'Et, FRAMING PI..J\N • PART ''B" S-6 ROOF ~ING PLAN • P~T "A" S-7 ROOF ANt> iJSNTliOUSf; FI.,O0~ Fiu.MING P~S - ~Ar<.T "S" S-8 COLUMN SCHEDTJLE, SUPERST~UCT~ SECTIONS ANO DETAILS 5•9 PE~THOUS~ ROOF FRAMING Pl.AN, SUP~RSTRUCTO'PJ: SECTIONS ANO OETAILS s-10 SUPERSTaUCTU&E DETAILS ANt, NOTES Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 59 of 75flD.0/UJ r. :,/:) .,_ ... - 1.,orm i ThILOB - BUNT;tNGTQN IUtlS.'M, N'! EUILO%NG SHELL GE~ERAL CONSTRUCTION WOPJ< LIST OF DRAWINGS OOSSQ-2 2WMIUNG P•l PL'UMBING SIT£ PIJ!..N ANO SCHEDULES P-2 P~tlMBING PL).N LOWER LEVEL P-3 PLUMBING PLAN UPPER LEVEL ~-4 PLUMBING PI.AN ROOF ANn PtNTHOOSE P-S PLUMBING PART!Al:. FI.>.NS AND %SOME1'RICS E;.ECT8%W.. E•l ELECTRICAL PLAN 1,MCSOJ'IN; L-1 LJ\.NDSCAP! Pt.AN L-2 I.JWDSCA.PE IRRIGATION PLAN ENtJ OF SECTION Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 60 of 75 EXHIBIT J SIGN CRITERIA These criteria have been established for the purpose of assuring a visually coordinated and attractive Shopping Center. Conformance herewith will be strictly enforced by Landlord, and Landlord shall cause any unapproved signs that are hereafter installed to be brought into conformity at the expense of the tenant or be removed by the tenant within (10) days after notice. A. GENERAL REQUIREMENTS 1. Each tenant intending to install a new sign shall submit or cause to be submitted to Landlord for approval before fabrication at least three copies of detailed drawings covering the location, size, layout, design and color of the proposed sign, including all lettering and/or graphics. 2. No signs shall be permitted in the Shopping Center outside of the Enclosed Mall area except for signs authorized by these criteria or as shown on Exhibit B or as provided in this Exhibit J. 3. All permits for signs and their installation shall be obtained by the tenant or his representative after approval of a proposed sign by the Landlord. 4. Each tenant shall be responsible for the fulfillment of all requirements and specifications. 5. All exterior signage must conform to the applicable municipal sign ordinances and electrical code requirements, and nothing in this Exhibit J shall be deemed to derogate from such ordinances and requirements. B. GENERAL SPECIFICATIONS 1. Painted lettering will not be permitted, except as specified herein and except for printed lettering used by national tenants in their identification signs used nationally. 2. Flashing, blinking, moving, exposed bulbs, animated or audible signs will not be permitted. Notwithstanding the foregoing, the interior signs designating the Food Court, if any, generally (but not signage for individual tenants) may flash, blink and/or have exposed bulbs. Notwithstanding the foregoing, exposed neon signs are permitted at the sole discretion of the Landlord. Both the quality of the neon design and the storefront design objectives in a particular section of the Shopping Center will be considered before approval. PK housings for all storefront neon are required. Exposed wiring is not permitted. The overall brightness of the neon is subject to the Landlord's final approval. Unacceptable neon signage must be removed I:\CPI\WALT\L&T1.13 Exhibit J- Page 1 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 61 of 75 and replaced at the Landlord's discretion at the Tenant's expense. Stand-offs must be selected and specified to provide the least visually obtrusive method of installation. 3. Pylon and pole signs will not be permitted, except for the Shopping Center identification signs which may include restaurant and theater signs (including reader board) and except for directional traffic signs (including directional traffic signs identifying the direction from the Shopping Center to abutting land) which may be installed at Landlord's discretion. The location of such signs shall be as shown on Exhibit B. 4. All electrical signs shall bear the UL label and their installation must comply with all local building and electrical codes. 5. All cabinets, conductors, transformers and other equipment shall be concealed. 6. No exposed conduit, tubing, ballast boxes or raceways will be permitted. 7. Formed plastic or injection molded signs will not be permitted. 8. Vinyl lettering on glass will not be permitted. 9. Temporary signs, banners, posters, notices, announcements or advertisements are not permitted on or at the storefront. 10. Channel letters with opaque metal sides and translucent plexiglass faces are permitted. Channel letters with opaque metal sides and open faces are permitted. The exposed neon within the channels must meet the standards for neon as specified above. Reverse (halo-lit) channel letters with opaque metal sides and faces pin mounted off the sign fascia are permitted. PK housings are required for the neon. Studs not metal angles are required for standoffs. The maximum allowable depth for channels letters including standoffs is 4". 11. Box signs must be fully recessed into the sign fascia with the face of the sign flush to the adjacent surfaces. Only the letters themselves may be illuminated with the background opaque. Typically, the background storefront material is stencil cut and backed up with plexiglass. Additional stencil-cut push-through letters are required to be inserted into the cut-outs and extend a minimum of 1/4" beyond the face of the background. 12. Certain storefront designs suggest the use of indirectly illuminated letters. Proposals will be evaluated on the basis of a comprehensive storefront design not as a simple alternative to illuminated signage. An elegant hardwood storefront might look best with surface mounted solid brass letters illuminated from a concealed light source above or below. All light sources must be concealed from direct public view. The visibility of the light source must also be evaluated from any upper level circulation area. The material used for the letters must be of the highest quality ie. metal or architectural solid surface material not painted wood or "sintra". l:\CPI\WALT\l&T1.13 Exhibit J- Page 2 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 62 of 75 C. CONSTRUCTION REQUIREMENTS 1. All bolts, fastenings and clips shall be of hot dipped galvanized iron, stainless steel, aluminum, brass or bronze, and no black iron materials of any type will be pennitted. 2. All exterior letters or signs exposed to the weather shall be mounted so as to permit proper dirt and water drainage. 3. Each tenant shall install signs in accordance with the approved drawings. 4. No labels, including, without limitation, sign company names or logos, will be permitted on the exposed surface of the signs, except those required by local ordinance which shall be applied in an inconspicuous location. 5. All penetrations of the building structure required for sign installation shall be neatly sealed in a watertight condition. 6. Each tenant shall repair any damage to any work caused by work in installing his signs. 7. Each tenant shall be fully responsible for the operations of any persons constructing, installing, or repairing tenant's signs. D. DESIGN REQUIREMENTS 1. Each tenant shall be limited to one sign per storefront. Two signs will be permitted for tenants with comer locations at the Landlord's discretion. 2. The wording shall be limited to the tenant's trade name according to its Lease. Logos shall not be allowed unless a specific exception is made by the Landlord. Excessively long trade names that cannot be accommodated on small storefronts shall be abbreviated accordingly. 3. Although the sign must typically be located on the sign fascia, the Landlord will consider proposals for eliminating the sign fascia and/or locating the sign in another area of the storefront. 4. The maximum height for sign letters is 16" for letters of one size or 18" for capital letters combined with lower case letters of 14" or less. The length of the sign shall not exceed 2/3 of the storefront width and shall be a minimum of 24" from the lease line on both sides. The face of the letters may not project beyond the lease line unless the sign is located at least 7' above the floor in which case the letters may project a maximum of 4". 5. All storefront signage shall be illuminated. l:\CPI\YALT\L&T1.13 Exhibit J- Page 3 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt -Whitman Ground Lease (Part 2) Page 63 of 75 6. No signs of any sort shall be permitted on canopy roofs or building roofs. 7. Wording of signs shall be limited to identification and shall not include any specification of the merchandise offered for sale therein or the services rendered therein, except as part of tenant trade name or insignia, crest or corporate shield (which insignia, crest or corporate shield will be permitted if less than thirty-six inches (36") in height). 8. No sign, or any portion thereof, may project above the parapet or top of the wall upon which it is mounted. 9. No sign shall exceed a maximwn brightness of one hundred (100) foot lamberts. E. OTHER REQUIREMENTS 1. Each tenant will be permitted to place upon the entrance to its premises from the Enclosed Mall not more than one hundred and forty-four (144) square inches of gold leaf or decal application lettering not to exceed two inches (2") in height, indicating hours of business, emergency telephone nwnbers and like information. · 2. No sign shall be permitted on the exterior of the Enclosed Mall or Mall Stores except: (i) each Mall Store in excess of 25,000 s.f. shall be permitted two (2) exterior signs (provided that the lettering of such signs does not exceed 60 inches); (ii) in addition to the foregoing, nine additional exterior signs identifying Mall Stores (provided that the lettering of such signs does not exceed 36 inches in height); (iii) the identification signs for the Shopping Center at each exterior entrance to the Mall, and (iv) signs for mall tenants having a non customer door from the Parking Area for receiving merchandise which are in a location adjacent to such entrance, in two inch (2") high block letters, the tenant's name and store nwnber. Where more than one tenant uses the same door, each name and store nwnber shall be applied. Color of letters will be selected by Landlord and shall be uniform throughout the Shopping Center. 3. Each tenant may install on the mall entrance to its store, ifrequired by the U.S. Post Office, the numbers only for the street address in the exact location stipulated by the sign administrator. Size, type, and color of nwnbers shall be as stipulated by Landlord and shall be uniform throughout the Shopping Center. 4. Floor signs, such as inserts into terrazzo, shall be permitted within the tenant's premises (or lease line) in its storefront, if approved by Landlord. 5. Paper signs and/or stickers utilized as signs, as well as all signs of a temporary character or purpose, irrespective of the composition of the sign or material used therefor, will not be permitted on the exterior of the Mall Stores, in the Enclosed Mall. l:\CP!\YALT\l&T1.13 Exhibit J- Page 4 Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51 Desc Ex N Walt Whitman Ground Lease (Part 2) Page 64 of 75 F. PARKING STRUCTURE SIGNAGE 1. No signs other than directional signs and informational signs shall be installed in any of the Parking Structures, except as permitted by the Minimum Technical Specifications and by this Section F. 2. The Tenant's and Department Store signs shown on Exhibit B shall be permitted on Parking Structures. 3. The identification signs on the Parking Structures shall be substantially uniform in size, type and design, except for standard signs customarily used by certain particular tenants, and in all cases lettering shall not exceed 48 inches in height. l:\CPI\YALT\L&T1.13 Exhibit J- Page 5 1 SENIJul.17.1998Case 20-33332-KLPATl0:56AMv Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51''i°'l 0, o·-l ,,;; ... Desc=~p , 4;·14 Ex. I ... N Walt Whitman Ground Lease (Part 2) Page 65 of 75 EXHIBITK First American Title Insurance Company of New York. ALTA Owner's Policy (10117192) Schedule A FTWC-701 SCHRDULEA 1:itk No. 135-NYNY-lSltUSX Polky· No. Yl012649 Dtde of Poliq: July __, 1998 1. NatM of lllsured: THE MAY DEPARTMENT STORES COMPANY, A NEW YORK CORPORATION . 2. The estate or interest in the land which is covered by this poacy is Leasehold tiJC. o.~ 0 ~ ltpr\\ l . v 3. Tit/.e to the esmte or interest in the umd is v~stein the ~-d by means of a Lease: made by CORPORATE PROPER'TY INVESTORS t.o THE Y DEPARTMENT STORES COMPANY,, A NEW YORK CORPORA 'N dal.ed '.htly-... • 1998:. wh:ich lease, a memorandum of which is IO be recorded in t/J8 0/flce of the Suffolk County Clerk, is a valid and subsisdng lease subject to iu terms and conditions 4_ The land referred to in this policy is r.!fscribed as follow¥: (SER SCHEDULE C AITACBED) FOB INFOB.MATION ONLY: PRRMISBS: WALT WHITMAN MALL-llOUTB .l..10 HllN.l'INGTON, NEW YORK SUFFOLK 0400 19'1.JJI} 01.00 OOl.001 O ;.14.P Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51N0, u'' 2R v ,J Desc• • Ex N Walt Whitman Ground Lease (Part 2) Page 66 of 75 First American Title Insurance Company of New York TitlB No. 13S-NYNY-1S104$X SCRRDllLB •c• PARCEL I .ALL lhal certain plot, piece or parcel of uuul, muar.e, lying and being aJ South Hunlington, in the Town of HunlingtDn, County of Suffolk,. Stale of New York, more particularly bounded and de.scribed as follows: BEGINNING at a point tlistanJ South 86 degrees 12 minute$ 30 seconds East 386.31 feet from 4 po"'!t where the souJherly !fne of land no,y or fo,rmerl.y of Dime Sa'flings Bank of New York mtersect& tlie easterly side of Walt Whit1.1UUI Road, NYS Route 110. RUNNING THENCE the foUowill.g ekven (11) courses: .[) North 03 degrees 49 minutes 17 seconds East, 173.47 feet; 2) Northeasterly aliJng the arc of a cune bearing ID the right, having a radius of 25. 00 feet and a length of 39.27 feet; : 3) South 86 degrees 10 minutes# seconds East, 211.61 feet; 4) South 03 degrees 48 ltlinutes 44 seconds West, 383.35 feet; S) North 86 dcGl'ees 11 min.Illes 16 xeconds Westll 290.67 feet along a fowuta#l)n ~~ I 6) North 4I. degrees 11 minutes 16 tecoruls West, 20.13 feet; 7) Nortl, 03 degrees 48 minutes 44 seconds East» 46.54 feet; 8) Norlh~rl:y along the arc of a curve, bearing to the right haPing a radius of 20100 feet and a length of JS. 71 /eet;· . 9) North 48 degrees 49 minutes 16 seconds East, 66.59 feet; 10) Northerly along the arc of a curve, bearing t,o the left lzaving a radi.us of SL60 feet and a length of .18. 77 feet; 11) North 03 degrees 49 minutes 11 seconds East, 28.29 feet; to tho POJNT or PLACE of BEGINNING. TOGETHER with the non-exclusive easement to use the "Common Areas", o.s defined; in Se,;twn 1.2 of the insured LelUe, wUhin the premises described in Parcel II, 'in "cordfDl:ce w'ilh the terms of soitl Lease. Ju l.Case 17. '. 920-33332-KLP9 8 10 : 57 AM Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51N0. :-?80v ~ v Desc?. 6/14 Ex N Walt Whitman Ground Lease (Part 2) Page 67 of 75 Title No. 135-NYNY-1Sl04SX DESCRIPTION OF SHOPPING CENIER OF WHICH PARCEL I IS A PART A(L that certain plo4 piece or ~el of land, sit'utl#, lyu,.g and being at South H,mtington, i'n the Town. of Hunttngtl1n, CotJJ1ty of Suf/o'/lc, Staie of New York, more pqrticularly bounded and described as f ol/JJwr: BEGINNTNG at a point on the southerly ride of DetroU Road, at the extreme westerly end o/ the arc of a curve having a radius of 20 feet connecting the gaJd southerly side of Detroit Rood with the new westerly side of New York Avenue, us widened; RUNNING THENCE eMterly and southerly along the arc of la.st mentioned cune bearing t():the right, having a distance of27.97 feet to the ntw westerly n.de of New York AJJenue, tU wi4ent!d; ' Tl.lENCE .,outherly along the new westerly side of New York Avenue, as widene~ the foil.owing five (S) courses and distances: 1/ Along the arc of a curve bearing to the right having a radius of 3,420 fee(. a distance :of 1.090.80 feet to a point of tangent,· 2iSouth 3 degrees 47 minuJes 02 seconds West, 1,080.39 feet to a point of curve,· 3) Along the arc of a curve bearing h) '!he right having a radius nf 5;520 feet, a distance :of 206.55 feet to a point of tangent; 4fSolllh 5 degrees ~S minutes 4() seconds West, 460.03 feet t.o a poin.t or curve; S) 1A.Iong the arc of a cune bearing to the right having a. radius of 3,420 feet, a distance ·of 80.10 feet to the northerly line of StllHlivision of land of Sarah E. Rall; TiIENCE along said line the follow,.'ng 5 courses and distances: 1) iNorth 89 degrees 34 minutes 20 seconds West, 223.87 feet; 2) :south 88 degrees 44 minutes 20 seconds West, 186.33 fe1t; 3) $outh 89 degreis .l7 minuUs 20 seconds Wtst., 200431 feet; 4) South 87 degrees 14 millutts 20 seconds West., 96. 86 feet; Cd,ntinu.ed ....t\C', "1 IT'Tmll\ 1 Hl\111"') I 117 J ~ !:U: r.t ! RS-91-L ! Case11 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51No. 0289 DescP. 7/!4 Ex 1 ' ~ g8 l O: 57 AM Ju I. ' /, l' N Walt Whitman Ground Lease (Part 2) Page- 68 of 75 Fi.rst American Title Insurance Company of New York Tille No. 135-NYNY·ISl04SX SC/fRDl[L"lt C CONrJNUED 5) South 8!J degrees 05 minutes 20 seconds West, 35.28 feet to the lan4 of the State of New . York (Recharge Basin); '1'11HNCB along said land the followbig 2 courses mui diJ'tances: 1) North S degrees 52 minutes 29 seconds West. 236.09 fiet,· 2) South 84 degrees 07 minutes. 31 seconds West, 299.84 feet to the easterly side qf New . YQrk St4te Route 110 (Walt Whitman Road); TBENCE along tht easterly si.de of New YQrk State Route 110 (WalJ Whitman Road) the /dilowing 3 courses and distt1nces: l 1) Northerly along a curve bearlttg to the n'ght having a r4dius of 5669.58 feet a distance · of 1027.98 feet; 2) Nl)Tfh 4 degrees 24 minutes SO seconds East, 460•. 17 feet; 3)' Northerly along a curve bearing to the right, ha,ing a radius of 2804. 79 feet a distance of 361.46 feet to land now or formerlJ of Lwis and Jennie Gazza; THENCE along saliJ land now <1r formerly of Louis and J ennle Gau.a the following 3 ctitl,nes. and distances: l)iSouth 86 degrees 12 minutes 30 seet,;:!l.r East, 346.11 feet; 2)! North .3 degrets 47 minu.tts 30 seconds Bas~ 264.92 feet; 3J:North 5 degrees 22 minutes 00 seconds East, 333.10 feet to land of the State of New ·York (Recharge Satin): T/fENCB along gaf4 1aml tht! fo/JtJwing 2 courses IJ114 distan.ces: l) ~outh 84 degrees 38 minutes 00 secomb East, 210 feet; 2) North S degrees 22 ndnute.v 00 seconds East, 297. 62 feet to the solllherly side of Detroit ;R.oad; and THENCE North 85 degrees 23 mJ.nute1 20 seconds East, aU>ng the soudierly sid" of Detroit Road, 384.. 97 feet to the pamt or place of BBGlNNING conarnied Jul.17.1998Case 20-33332-KLP 10:5 Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51No. 0289 DescP. 14/ Ex N Walt Whitman Ground Lease (Part 2) Page- 69 of 75 First American Tltle Insurance Company of New York SCIIBDULB B Ti& 'No. 13S-NYNY-15If>ISX Polle, No. Yl012649 EXCF...PTIONS FROM COVERAGE This 'policy doer; 1101 insure against loss or damage (an.d the Company will not pay costs, aJtom,eyr" fees or e:q,enses) whkh arise by rtason of: 1. : S,:e survey reading herein. 2. . Terms, covenants, restricdoni and ;rovirio11s srt forth in a Declaration of Covenanf3 and · Restrictions ,nade bJ Corporate Property Investors dated as of 4/10/81 recorded 8125/81 : in Uber 9058 Page 307. 3. Tenns, pro11iswns and eilsl!ment set forth in a Gas and Elet:tric Easemeru made by and between Walt Whitman Center Inc. and Long Island Lighting Com.JI.an] dated 11/2Zl61 · recorded 12/13/61 in Iiber 5096 Page 273 arul addJtio'flll ttrms, prt1l11SWn.,, easements and rights of way set forth tn an Mrtement made by Morgan. Guaranty Trust Company of New York, as Trustee and Long Island lighting Company dated 11/19/63 recorded 3/12164 m Uber 5512 Page 227. (.Affect:; Parc~l H only) ' With ce.rm:Jl. thereto: Agreement of Consent made by Dis(fli.~ JJ. f;ecne anti John Ellis as joint tenants, and Walt Whitman Management Jnc. dated 12/23163 recorded 3112/64 in Uber 5512 Page 268. J Ju I. Casel 7. 19 920-33332-KLP 8 10 : 57 AM Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51No. Uc8 Desc'. Ex14 N Walt Whitman Ground Lease (Part 2) Page- 70 of 75 First American Title Insurance Company of New York Title No. 135-NYNY.. 1S104S:X .... · SCl[RDUl.R_:B" CONTll!/IlEI2 ~ Te.mu, proJJisitJns and easement set forth iii an Agreement made by Walt. Whitman Center /~Inc. and New Y()rk Telephone Company dated 118162 recorded 1119/62 in Liber S114 Page r,l~. 35. I s. Terms, provuions and easement set forth in an Agreement made by Walt Whitman Center Inc. and South Huntington .water District dlaed 2121162 recorded 2/27162 in Liber S131 Page 412. (Affects Parc~ls I & 11) 6. · Notice of Appropriali,on recorded 2/3/58 in Liber 4424 Page 237. (Affecrs Parcel II only) 7, . Terms, proYisions and easement set forlh in an Indenture made by Wall Whitnum Center, / Inc. and South Huntington Water District dated 1113/61 recortlld 11/8/61 in. l.iber 5077 _ . Page 435. (Affects Parcels land II) ~ Terms, provf.sions and easement set forth in an Agreement made by Walt 'Whitman Center, ~ Inc. and New York Telephone CQ,nptzn.y dated 4/30/62 recorded 5/UJ/62 in Uber 5167 Page 519. r,";\. Tenns, co11enan'IS, conditions'andprvvis-ions conJain.ed ill an Agreement mmle by Corporate ~ Property Investors, Suffolk County, Sewer District No. 3 - Southwtst, Suffolk Coarity Department of Public Works, Suffolk County Sewer Ag~ncy and County of Suffolk diZJ~d 5112193 recorded 5127193 in Reel 11630 Pagt 686. JO. : Tel'm5'.~ provisions and eatemen.t set/orth in a Rtdprocal Easement Agreement For Ingress . tUtd Egresr mad~ by Corporate Property Investors, et al. dated 10/21/96 and recorded 10129196 in Liber 11799 Page 409. (Affects Parcel II only) 11. : Terms_, covenants, conditlona lUld provisions of a L~a.se uy and between Walt Whitman Center, Inc. (landlord) a:n~ Walt W,~i!r-.ati Management, Inc. (ten.ant), dated UA' of March ';277 1962, a memorandum of which is dated as of March 27, 1962 recorded May 15!1 1962 in Uber 5165 Cp 129. ·a) Agreement Amending Lease recorded in Uber 5279 Cp 338. b) Agreement recordMI. bi Uber 5279 Cp 347. :c) Agreement recorded in: Uber 5279 Cp 313, d) Agreement of Consent recorded in Uber 5512 Cp. 268 ·e) Agreement recorded in Uber 7561 Cp 210. fJ Assignment and Assumption of Lease recorded i.n Liner 7798 Cp 361. hlCTWNOl!VNOJllVd:A9 lN3S M C,-, 89 P. n I l 4 Jul. Case'.7. 1998 20-33332-KLP 10:5 MA.OMPANY Doc 751-2 LEGALFiled 12/25/20 Entered 12/25/20 16:11:51ri 0. IL Desc J Ex N Walt Whitman Ground Lease (Part 2) Page- 71 of 75 First American Title Insurance Company of New York 1'itk No. I35-NYNY-1S104SX SClfflDULE "B" CONrfNUED Excepdon 11 continued I Assignment and Assumption of Lease r~corded iit Liber 7798 Cp 369. h) Non-Disturbance and Attornment Agreement made as of 4/1/98 by and among CORPORATE PROl:'ERTY INVESTORS, INC., Lessor, THE .MAY DEPARTMENT STO~S COMPANY, Lessee, and HANS C. MAUTNER, J. MICHA.EL MALONEY AND HAROLD E. ROLFE, AS SUCCESSOR TO DISQUE D. DEAN, DANIEL MCCARTHY AND JOHN EILIS as the nomuiees of the co-tenan'ls under thOJ certain agreemen,t dated 5/11162, as amended, and their successors and assigns, collectively the Nominees, to be recorded. 12. Terms, covenann, conditions and agreements contained in a Lease made by and between Morgm,, Gu.arim.ry_ Tnlst Company a[New York os Tntst'1e, Land.lord and Di.squ.e D. Deane, John Ellis ttntl Daniel D. McCanhy,. as joint tetumta with right of sunivorship, and not a., ten/BIJS in. common, tenant., dated S/11162 and recorded 5115162 in Uber 5165 Cp 144. Amendtnenl and Suppfe,nent f,(J Lease made by and between Morgari Guaranty Trust Company of New York, aB Tnutee, and Disque D. Deane and others dated 8/16/62 and recorded 9/10/62 in Liber 5228 Cp 326. h) Agreement ltUJ4e 1,y and between Morgan Guaranty Trust Company of New York, us Trustee, and Dis9ue D. Deane a.;u! others dated 9/6/62 and recorded 12/14/62 in Liber 5279 Cp 343. c) Certification by Morgan Guaranty Trust Company of New York, os Trustee, dated 9111/73 and recorded on 1110/14 in Liber 7561 Cp 168. _d) Modificati.on of Lease ·made between Morgan Guaranty Tru!1t Compt11ty of New York, as Trustee an.d Disqu, D ..Deane and others dated 9/17173 u.nd recorded 1110174 in. Liber 7567 Cp 193. · e) Certification by Morgan C-,uaranty Tmn Company of New York, as Trustee, dated 1125174 an.d recorded on 317n4 in Uber 7600 Cp 408. f) Agreement recorded in Liber 1658 Cp 8. :g) &toppel Certificate mmle by Disque D. Deane and others, dttttd 9/30117 and recnrded 'in Uber 8046. Mp 32. +--OSIAtc:nvNOilVNOJllVJ! 8{:~t ! 86-9t-~ ! AI01VNO(!VNOJl!Vd:A8 OOS Jul.17.1998Case 20-33332-KLP 10:5 Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51H,Ju. 0280 " DescP. 1 Ex 14 N Walt Whitman Ground Lease (Part 2) Page- 72 of 75 First American Title Insurance Company of New York Title No. 135-NYNY-15104SX gBEDlH,& "'II,'" CONTINUED EXCEPTION 12 CONTINUED h) Assignment of Lmullord.,s Interest in Lease from Morgan Guaranty Trust Company of New Y1.1rk, as Truster, asrig,1or, to Co,porate Property Investors, asYignet., dated 9130177 and recorded on 10111m in Liber 8322· Cp 441. i) Agreement of Resignalion and Replacement ofNomin,:es recorded in I.iher 11359 cp 357. j) Ntm-Disturiance and Aaomment Agnement made as of 4/1198 by and 1U1UJng CORPORATE PROJ'ERTY INVESTORS, INC., Lessor, THE MAY DEPARTMENT STORES COMPANYP Lessee, 411d CORPORATE PROPERTY .TNVESTORS. INC., Owntr, to be recorded. 13. In the nent nf a loss hereunder tht li!Jbl!ity of the Company wiU be limited to the present value of the lan.d destrlb~d as Pared l in Schedale C henirt, a,,,,,r °'""' f+ be-=* u:isting improvements thereon, but mch liabilily and the Policy Amount shall in.ena:se by amounts ~ended for i.mpro'Ventmts placed therton without actual notice of an !lberse claim to lith an payment of the applkable premium there/on. Such ilrcnase shall not change the efled:i,e dau of the Policy. 11/. Pofky insures that Parcel I ho:1 a legal. right of vehicular t.1nd pedestrian access to New York Statt Rtiu.ts 110 and Nnv York Avenut by reason of e,,.,.,tements conttlined in Section 1.2 of tlu insured lease. 15. Policy insures that Parcel 1 is conll1inetl withtn. and is contiguous with Parct!l II. ...OS1AJCI1VNOllVN First American Tide Insurance Company of New York 1'ilk No. JJ5... NYNY-IS104SX S<;HRDULB "B" CONT1lf(J£D 16. Policy inaures that the easements recorded in liher S512 Pu.ge 217 (exceplUJ11. 3) and in Liber S131 Page 412 (exception 5) and the Notice of Appropriali.orr recorded in Liber44Z4 Page 237 (exception 6) are co"ect/.y located on the survty herein. Poli.cy further insures thta the survey identi.fus no unrecorded easements or rights of way. Policy insures that the non-exdushit e11.timents set forth in Seed.on 1.2 of the msured least were validly granted and are subsisting and enforceable 'l7y the insured. 1~. Policy insures that the description ofParcell in Schedule C herein accaraJely and correctly describes tht "Proposed Lord and Taylor Luisi Parcel" os shuwn on the survey herein. 19. Declaration of Covenants and Restrictions Running With The La1U1 dated 9/22/97 and ncorded 11/21191 in Uber 11863 Page 967. (Affectt Parcels I & 11) Al First American Title Insurance Company of New York Tltu No.. 135-NYNY-15104SX. SURVEY READING I.: Area shown as being under construction. II. Easemenu Yet forth in Liber 5131 Cp. 412 and in Libtr 5077 Cp. 43S are shown as crosnng th, premises deacribed in Schedule C h~nilt and indicated as to be abandoned. 111. Proposed Gas and Electric Easement and Proposed Water Easement extend onto Parcel I. ,(~t VI"\ d.,.. 'f-h-e_ S:-vf'-./'!'f Note: Any state offacts wkiM on -acefl1'DienznJey-- of" crment d«tt woa:ld d:bcltHe as to Parcel II Al(l"IVNOllv'NOC>llVd:A8 OOS Case 20-33332-KLP Doc 751-2 Filed 12/25/20 Entered 12/25/20 16:11:51No. 0289 Desc?. Exl 4 Ju I. 17. 19 9 8 10 : 59 AM N WaltMA,W.' Whitman OMP ANY GroundLEGAL Lease (Part 2) Page- 75 of 75 • ,:: AM.~Jf./ ~ First American Title Insurance Company of New York STANDARD NEW YORK ENDORSEMENT (OWNER'S POUCY) ,~ The following is aLILl.ed to the in..ruring provisions on the face page of thi.~ policy: "5. Any statutory lien for services, labor or materials furnished prior to the date hereof, and which has now gained or which may hereafter gain priority over the estate or interest of the Insured as $hown in Sch~dulc A of this policy. fl 2. The following ti added to Paragraph 7 of the Conditions and Stipulations of chis policy: "(d) If the recording date of the instruments cresring the insured interest is later than the policy date, such policy shall also coi.,er inttn•vening liens or lncumbrances, except real estate taxes, assessments, water charges snd sewer rents. ,. Npthing heroin contained shall be consrrued as e.xtending or changing the effective dare of rhe Pt;>licy, unl.e.iS otherwise apressty staled, This t!ndcrsemenr, when countersigned below by a validating sig11.otory, is mad~ a pan of the policy and is ,rUbject to the Er.clusions from Coverage. Schedules, Conditions and Stipulations t/te.rein, except as mod(!ied by the provisions hereof. IN WTTNRSS WHEREOF, First American Title Insurance Company ofNew York has ca.used this Eru]orsement. to be signed am/ sealed on its date of issue .ret farth herein_ : Dazed: ~--- 199B · Cquntersi.gned First Am~rican 1'iOe lnnuance Company of New Yolk S~.IINDARD NEW YOIIK ENDORSEMENT' f!J/:t/!13} FOil VSE VVITH ALTA CJWN£R"'S POUCY (r0/171921 QS-9t-L -31•S7 \1·2&-97 1, 2. 10 WAUS I CEILINGS I IIISLES TO 11/E NtA 1-2.HS 2. 3. WE CLG s.-.cKG!IOU'itl lO lt!IN'1'Z NIA 1·30-95 3, '· ID POM:R I SIGNAi- PI-Al'S 'fO AIE NIA 1-2>-!le - 4, S. STORE CO e,,.c,; ~EA INl'O TO A/E, ID NIA 1Z-cH7 6, I!. SPECW. $"1'STEMS MEETING •I STORE CO NIA 13-12-17 g_ 1. ~ ISSUES INFO '!'0 CORP EMS NI A 1-2J.9! 1, I. 1,JGHT1NG PUNS COMPLETE NIA ,2-20-9B ·, !. ~ FORt.l 1o:; / 10CJ't ISsueo TO A/E & ,o NIA 2•2Mi8:, I 9, 10. CORI" El.IS INFO TO NE NIA 2-13-Q! 10, 0 S:,.Ol'JSTR ~~NTh-- ..:in, COMPLE'Te REME:W --· 1, STRUeTU!W. STEEL WORK 1UlS-97 12-M-97 ,. 2. EN'IIRONMENTJIL WORK N/A NIA 2. 3. SITE I UTILITY/ PAO Pl