FILED: NEW YORK COUNTY CLERK 06/29/2020 06:10 PM INDEX NO. 651833/2020 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 06/29/2020 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK VICTORIA’S SECRET STORES, LLC, successor in interest to VICTORIA’S SECRET Index No. 651833/2020 STORES, INC.; and L BRANDS INC., successor in interest to THE LIMITED, INC. and INTIMATE BRANDS, INC., ANSWER, AFFIRMATIVE DEFENSES, AND Plaintiffs, COUNTERCLAIMS v. HERALD SQUARE OWNER LLC, successor in interest to 1328 BROADWAY, LLC, Defendant. HERALD SQUARE OWNER LLC, successor in interest to 1328 BROADWAY, LLC (“Defendant” or “Owner”), by its counsel, Meister Seelig & Fein LLP, submits this Answer, Affirmative Defenses, and Counterclaims in response to the Complaint (“Complaint”) of VICTORIA’S SECRET STORES, LLC, successor in interest to VICTORIA’S SECRET STORES, INC. (“Tenant”) and L BRANDS INC., successor in interest to THE LIMITED, INC. and INTIMATE BRANDS, INC. (“L Brands” and, together with Tenant, “Plaintiffs”): NATURE OF THE ACTION 1. Neither admits nor denies the allegations set forth in paragraph 1 of the Complaint as it merely describes the relief sought therein; to the extent a response is required, Owner denies that Plaintiffs are entitled to the relief set forth in paragraph 1 of the Complaint. 2. Denies the allegations set forth in paragraph 2 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 3. Denies the allegations set forth in paragraph 3 of the Complaint, except admits that 1 1 of 22 FILED: NEW YORK COUNTY CLERK 06/29/2020 06:10 PM INDEX NO. 651833/2020 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 06/29/2020 Herald Square is a retail hub located in Manhattan, New York which is accessible by public transportation. 4. Denies knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 4 of the Complaint. 5. Neither admits nor denies the allegations set forth in paragraph 5 of the Complaint, which state legal conclusions to which no response is required; to the extent a response is required, Owner admits that cases of COVID-19 were identified in New York City in March 2020 and denies the remaining allegations contained in paragraph 5 of the Complaint. 6. Denies knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 6 of the Complaint. 7. Neither admits nor denies the allegations set forth in paragraph 7 of the Complaint, which state legal conclusions to which no response is required; to the extent a response is required, Owner denies the allegations contained in paragraph 7 of the Complaint. 8. Neither admits nor denies the allegations set forth in paragraph 8 of the Complaint, which state legal conclusions to which no response is required; to the extent a response is required, Owner denies the allegations contained in paragraph 8 of the Complaint. 9. Neither admits nor denies the allegations set forth in paragraph 9 of the Complaint as it merely describes the relief sought therein; to the extent a response is required, Owner denies that Plaintiffs are entitled to the relief set forth in paragraph 9 of the Complaint. PARTIES 10. Admits the allegations set forth in paragraph 10 of the Complaint. 11. Admits the allegations set forth in paragraph 11 of the Complaint. 12. Denies the allegations set forth in paragraph 12 of the Complaint and respectfully 2 2 of 22 FILED: NEW YORK COUNTY CLERK 06/29/2020 06:10 PM INDEX NO. 651833/2020 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 06/29/2020 refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 13. Admits the allegations set forth in paragraph 13 of the Complaint. 14. Denies the allegations set forth in paragraph 14 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 15. Admits the allegations set forth in paragraph 15 of the Complaint. 16. Admits the allegations set forth in paragraph 16 of the Complaint. 17. Denies the allegations set forth in paragraph 17 of the Complaint and avers that Herald Square Owner LLC is affiliated with SL Green Realty Corp., an S&P 500 company and New York City’s large office landlord, and that SL Green Realty Corp. is a real estate investment trust. 18. Admits the allegations set forth in paragraph 18 of the Complaint. JURISDICTION AND VENUE 19. Admits the Court has jurisdiction over the parties to this action and denies the remaining allegations contained in paragraph 19 of the Complaint. 20. Admits venue is proper in New York County and denies the remaining allegations contained in paragraph 20 of the Complaint. COMMERCIAL LEASE AND GUARANTY 21. Denies the allegations set forth in paragraph 21 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 22. Denies the allegations set forth in paragraph 22 of the Complaint and respectfully 3 3 of 22 FILED: NEW YORK COUNTY CLERK 06/29/2020 06:10 PM INDEX NO. 651833/2020 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 06/29/2020 refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 23. Denies the allegations set forth in paragraph 23 of the Complaint and respectfully refers the Court to the documents referenced therein, which speak for themselves, for a true and accurate recitation of their contents. 24. Admits that the Original Lease has been amended ten times, denies the balance of the allegations set forth in paragraph 24 of the Complaint, and respectfully refers the Court to the documents referenced therein, which speak for themselves, for a true and accurate recitation of their contents. 25. Denies the allegations set forth in paragraph 25 of the Complaint and respectfully refers the Court to the documents referenced therein, which speak for themselves, for a true and accurate recitation of their contents. 26. Denies the allegations set forth in paragraph 26 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 27. Denies the allegations set forth in paragraph 27 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 28. Denies the allegations set forth in paragraph 28 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 29. Denies the allegations set forth in paragraph 29 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate 4 4 of 22 FILED: NEW YORK COUNTY CLERK 06/29/2020 06:10 PM INDEX NO. 651833/2020 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 06/29/2020 recitation of its contents. 30. Denies knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 30 of the Complaint. 31. Denies knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 31 of the Complaint. 32. Denies knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 32 of the Complaint. 33. Denies knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 33 of the Complaint 34. Denies knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 34 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 35. Denies the allegations set forth in paragraph 35 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 36. Denies the allegations set forth in paragraph 36 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 37. Denies the allegations set forth in paragraph 37 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents. 38. Admits the allegations set forth in paragraph 38 of the Complaint 5 5 of 22 FILED: NEW YORK COUNTY CLERK 06/29/2020 06:10 PM INDEX NO. 651833/2020 NYSCEF DOC. NO. 6 RECEIVED NYSCEF: 06/29/2020 39. Denies the allegations set forth in paragraph 39 of the Complaint. 40. Denies knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 40 of the Complaint. 41. Denies knowledge or information sufficient to form a belief as to the truth of the allegations set forth in paragraph 41 of the Complaint. 42. Denies the allegations set forth in paragraph 42 of the Complaint, except admits that Plaintiffs failed to pay rent owed as of April 1, 2020. 43. Denies the allegations set forth in paragraph 43 of the Complaint and respectfully refers the Court to the document referenced therein, which speaks for itself, for a true and accurate recitation of its contents.