Phase I Mall and Phase II Mall Relations Sample Clauses

Phase I Mall and Phase II Mall Relations. No later than thirty (30) days prior to the opening of the Phase II Mall, unless Mall I Owner and Mall II Owner agree otherwise, there must be in place an executed construction, operation and reciprocal easement agreement ("XXXXX") between Mall I Owner and Mall II Owner. Negotiations regarding the XXXXX will follow as soon as practicable following the date hereof and each of Mall I Owner and Mall II Owner must act in good faith and reasonably in connection with such negotiations. The XXXXX must, among other things, (i) be an agreement that a Commercially Reasonable Owner of the Phase I Mall and of the Phase II Mall would execute, (ii) provide that, unless the prior written consent of Mall I Owner has been obtained, the Phase II Mall shall not contain more than five hundred thousand (500,000) square feet of gross leasable area, (iii) contain guidelines relating to the design of the Phase II Mall (including, without limitation, the connection(s) between the Phase I Mall and the Phase II Mall), and relating to alterations and maintenance of the Phase I Mall and the Phase II Mall, so that, among other things, the malls are architecturally harmonious and constructed and maintained in a first-class manner, (iv) provide for the joint maintenance, leasing, marketing, management and operation, of the Phase I Mall and the Phase II Mall, (v) require each of Mall I Owner and Mall II Owner to pay (A) all operating and other expenses that are directly allocable to either mall and (B) an equitable portion of all operating and other expenses that are not directly allocable to either mall but otherwise relate to the "integrated mall" ("SHARED MALL EXPENSES"), (vi) provide for approval of a leasing plan and, with respect to all operating expenses that should appropriately be Shared Mall Expenses, an operating budget prior to commencement of operation of the Phase II Mall and each year thereafter, (vii) provide that each of Mall I Owner and Mall II Owner is entitled to receive and retain, for its own account, all revenue generated by the Phase I Mall or the Phase II Mall, as applicable, (viii) allow each of Mall I Owner and Mall II Owner to sell and finance its mall and, in connection therewith, to assign or mortgage its interest in the XXXXX, (ix) provide for the granting of appropriate easements across each of the Phase I Mall and the Phase II Mall, (x) contain provisions relating to restoration of the Phase I Mall and the Phase II Mall after casualty and condemnation, (xi...

Phase I Mall and Phase II Mall Relations. No later than thirty (30) days prior to the opening of the Phase II Mall, Mall I Owner and Mall II Owner shall execute a construction, operation and reciprocal easement agreement (the "XXXXX") in substantially the form of Exhibit CC hereto.