Common use of Separation of Leases Clause in Contracts

Separation of Leases. (a) At any time and from time to time, at the election of Landlord in its sole and absolute discretion and upon Notice (each such Notice, a “Lease Severance Notice”) delivered by Landlord, subject to the applicable deadline set forth in the immediately succeeding sentence (each applicable deadline, a “Lease Severance Deadline”), Landlord may sever and remove one or more Properties (each, a “Severed Property” and, collectively, the “Severed Properties”) from this Lease, and such Severed Property or Severed Properties shall upon such severance and thereafter be subject to a separate lease (each, a “Severed Lease”) between the purchaser of the applicable Severed Properties or other designee of Landlord (as applicable, a “Severed Landlord”), in each case, as landlord, and Penney Tenant III LLC, a Delaware limited liability company, or another Subsidiary of Tenant’s Parent (other than Tenant or any Subsidiary thereof) reasonably acceptable to Landlord, in each case, as tenant (the “Severed Tenant”), which Severed Lease shall be effective as of the date of the transfer of the applicable Severed Properties to the applicable Severed Landlord and the execution by such Severed Landlord and the Severed Tenant (as applicable) of all related documentation required under this Section 1.9 (a “Lease Severance Date”). Each Lease Severance Notice shall identify the Severed Properties proposed to be subject to each Severed Lease. The Lease Severance Deadlines shall be as follows: (A) for the first Severed Lease, the date that is forty-three (43) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense); and (B) for each Severed Lease subsequent to the first Severed Lease, the date that is twenty-eight (28) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense). Each Lease Severance Notice shall identify the Severed Properties proposed to be subject to each Severed Lease and, with respect to any Lease Severance Notice delivered by Landlord to Tenant in connection with a Property Sale, shall be accompanied by a ROFO Notice pursuant to, and exercisable in accordance with, the provisions of Section 17.1 and Schedule 17.1. For the avoidance of doubt, notwithstanding the fact that Severed Leases proposed under this Section 1.9(a) are aggregated with “Severed Leases” under (and as defined in) the Retail Master Lease for purposes of determining the extension of any “Lease Severance Deadline” under (and as defined in) the Retail Master Lease, no such aggregation shall operate to extend the Lease Severance Deadlines for Severed Leases proposed under this Lease. (b) In the event that Tenant determines, in its good faith discretion, that any Severed Lease delivered by Landlord to Tenant contains changes to the Pre-Agreed Severed Lease Form that are material or adverse to Tenant, then Tenant shall have the right to object to such changes in accordance with the provisions of this Section 1.9(b). Tenant shall make any objection described in the immediately preceding sentence (if at all) by delivering Notice thereof to Landlord specifying, in electronic format by highlighting the changes to the Pre-Agreed Severed Lease Form to which Tenant objects and describing, in reasonable detail (in bracketed notes or footnotes to such highlighted language), the reason that Tenant believes such changes are material or adverse (a “Severed Lease Form Objection Notice”) within fourteen (14) days after the delivery of the applicable Lease Severance Notice (together with drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents). Upon Landlord’s receipt of a Severed Lease Form Objection Notice, Landlord may submit such dispute to binding arbitration in accordance with the provisions of Section 27.1; provided, however, that (I) each of the five (5) Business Day periods referred to in Section 27.1(c) shall be reduced to six (6) days and (II) the fourteen (14) day period referred to in Section 27.1(e) shall be reduced to seven (7) days, such that any such arbitration shall be completed and such arbitrator’s written decision shall be rendered in not more than twenty-one (21) days from the date of Landlord’s written Notice submitting such dispute to binding arbitration (such twenty-one (21) day period, the “LS Dispute Resolution Period”). If Tenant fails to deliver a Severed Lease Form Objection Notice with respect to any draft Severed Lease within the fourteen (14) day period set forth above, then Tenant shall be deemed to have irrevocably waived its right to object to any applicable changes to the Pre-Agreed Severed Lease Form reflected in such draft and shall be obligated to execute and deliver the applicable Severed Lease (together with the applicable Severed Lease Ancillary Documents in the forms described in this Section 1.9) by the applicable Lease Severance Deadline. (c) Promptly following the execution and delivery of this Lease, the Parties shall cooperate in good faith to agree upon a ranked list of a minimum of six (6) and a maximum of ten (10) potential arbitrators for the arbitration of any dispute described in clause (b) above in accordance with the express provisions of this Section 1.9(c) and Section 27.1 (such list, the “Arbitrator List”). If the Parties are unable to agree upon both the Arbitrator List and the rankings of the arbitrators on such Arbitrator List by January 2, 2021, or if none of the individuals on any agreed-upon Arbitrator List is both disinterested (as more fully described below) and able to serve as an arbitrator of the applicable dispute at the time of such arbitration, then in any such case, any Party may submit such dispute to the Judicial Arbitration Mediation Service (xxx.xxxxxxx.xxx) or its successor organization in New York County, New York (“JAMS”), for the resolution of such dispute within the LS Dispute Resolution Period. If such dispute is so submitted to JAMS, then JAMS shall be the exclusive forum for the resolution of the applicable dispute. The Parties may modify the Arbitrator List by mutual agreement in writing from time to time. If Landlord submits a dispute with respect to a draft Severed Lease to arbitration (other than an arbitration pursuant to JAMS), such arbitration shall be conducted in accordance with the express provisions of this Section 1.9(c) and Section 27.1 by the arbitrator ranked highest on the Arbitrator List who is then available to conduct the same and is then disinterested (it being agreed that any arbitrator who has, or whose firm has, represented either Party or an Affiliate of either Party within the preceding five (5) years or who has a personal or financial stake in the outcome of the dispute shall be deemed not to be disinterested). If such highest-ranked arbitrator from the Arbitrator List is not available to conduct the arbitration or is not then disinterested, then the next-highest ranked arbitrator that is then available and then disinterested shall be selected. If no arbitrator on the Arbitrator List is then available and disinterested, or if the Parties have not agreed upon both the Arbitrator List and the rankings of the arbitrators on such Arbitrator List by January 2, 2021, then in either such case, such dispute shall be submitted to JAMS for the resolution of such dispute within the LS Dispute Resolution Period. If the applicable arbitrator (including JAMS, if applicable) pursuant to this Section 1.9(c) makes a determination with respect to the applicable dispute, then such determination shall be binding upon the Parties and shall not be appealable; provided, however, that Landlord, at its option upon Notice to Tenant following such determination, may elect to withdraw from the applicable Severed Lease the changes that were the subject of such dispute and to re-submit such Severed Lease in the form described in this Section 1.9 for Tenant’s execution and delivery. Tenant acknowledges and agrees that if Landlord withdraws the applicable disputed changes from a Severed Lease in accordance with the immediately preceding sentence, then Tenant shall remain obligated to execute and deliver such re-submitted Severed Lease by the applicable Lease Severance Deadline (if Landlord has removed such changes not later than the date that is at least two (2) Business Days prior to the applicable Lease Severance Deadline) and, if Landlord has not withdrawn such changes by such date, then Tenant shall remain obligated to execute and deliver such Severed Lease (without such disputed changes) within two (2) Business Days following the date on which Landlord withdraws such changes. If the applicable arbitrator (including JAMS, if applicable) pursuant to this Section 1.9(c) determines that any changes to a Severed Lease Form that are the subject of any applicable Severed Lease Form Objection Notice are material or adverse to Tenant, or if Landlord withdraws such disputed changes in accordance with this Section 1.9(c), then in either such case, Landlord shall pay the costs and expenses of the related arbitration, its own costs and expenses in connection with such arbitration, and Tenant’s Costs and Expenses in connection with such arbitration; if the applicable arbitrator (including JAMS, if applicable) pursuant to this Section 1.9(c) determines that any changes to a Severed Lease Form that are the subject of any applicable Severed Lease Form Objection Notice are not material or adverse to Tenant, then Tenant shall pay the costs and expenses of the related arbitration, its own costs and expenses in connection with such arbitration, and the Landlord’s Costs and Expenses in connection with such arbitration, and shall not later than two (2) Business Days following the issuance of a final written decision by the arbitrator, execute and deliver to Landlord the Severed Lease and the other Severed Lease Ancillary Documents in the form submitted by Landlord to Tenant. Notwithstanding anything to the contrary herein, the Parties agree that while an arbitration proceeding is pending pursuant to this Section 1.9(c), Tenant shall not be obligated to execute or deliver the applicable Severed Lease in dispute (or the accompanying Severed Lease Ancillary Documents). At any time during an arbitration proceeding, either side may concede an issue by informing the arbitrator of the concession, and the arbitrator will promptly issue a decision recognizing the concession. No such concession shall have any preclusive or evidentiary effect in any future arbitration or other proceeding. (d) By the applicable Lease Severance Deadline, the Severed Tenant shall execute, acknowledge (if applicable) and deliver to the applicable Severed Landlord such Severed Lease and Severed Lease Ancillary Documents with respect to the applicable Severed Properties and, following Landlord’s request therefor in accordance with Sections 1.9(d) and 9.2(c), a copy of any applicable severed, amended or replacement Affiliate Sublease that shall affect the applicable Severed Properties from and after the applicable Lease Severance Date. At least one (1) Business Day prior to the applicable Lease Severance Date, Tenant shall use commercially reasonable efforts to deliver to Landlord invoices and other documentation reasonably requested by Landlord evidencing the Costs and Expenses incurred by Tenant in connection with the applicable Severed Lease and any other documentation required under this Section 1.9. Upon its receipt of such invoices and other documentation, Landlord shall pay or reimburse Tenant for all Costs and Expenses incurred by Tenant in connection with each applicable Severed Lease and Severed Lease Ancillary Documents. Each such Severed Lease shall: (i) be for a term that is equal to the then remaining Term; (ii) contain renewal options equivalent to any then remaining Renewal Options; (iii) be guaranteed and/or secured by (A) a new guaranty from the then current Lease Guarantors (a “Severed Lease Supplemental Guaranty”) and (B) a new environmental indemnity agreement from the Severed Tenant and such Lease Guarantors (a “

Separation of Leases. (a) At any time and from time to time, at the election of Landlord in its sole and absolute discretion and upon Notice (each such Notice, a “Lease Severance Notice”) delivered by Landlord, subject to the applicable deadline set forth in the immediately succeeding sentence (each applicable deadline, a “Lease Severance Deadline”), Landlord may sever and remove one or more Properties (each, a “Severed Property” and, collectively, the “Severed Properties”) from this Lease, and such Severed Property or Severed Properties shall upon such severance and thereafter be subject to a separate lease (each, a “Severed Lease”) between the purchaser of the applicable Severed Properties or other designee of Landlord (as applicable, a “Severed Landlord”), in each case, as landlord, and either (i) Penney Tenant III LLC, a Delaware limited liability company, or another Subsidiary of Tenant’s Parent (other than Tenant or any Subsidiary thereof) reasonably acceptable to Landlord or (ii) in the case of a Multi-State Severed Lease, a newly formed Special Purpose Entity that leases only the Severed Properties pursuant to such Multi-State Severed Lease and that is a Subsidiary of Tenant’s Parent (other than Tenant or any Subsidiary thereof) reasonably acceptable to Landlord (it being agreed that any Subsidiary of Pledgor or of Penney Tenant III LLC shall be reasonably acceptable to Landlord), in each case, as tenant (as applicable, the “Severed Tenant”), which Severed Lease shall be effective as of the date of the transfer of the applicable Severed Properties to the applicable Severed Landlord and the execution by such Severed Landlord and the Severed Tenant (as applicable) of all related documentation required under this Section 1.9 (a “Lease Severance Date”). Each Lease Severance Notice shall identify the Severed Properties proposed to be subject to each Severed Lease. The Lease Severance Deadlines shall be as follows: (A) for the first Severed Lease, the date that is forty-three (43) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense); and (B) for each Severed Lease subsequent to the first Severed Lease, the date that is twenty-eight (28) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense). Each Lease Severance Notice shall identify the Severed Properties proposed to be subject to ; provided, however, that, for each such Severed Lease andsubsequent to the first Severed Lease if, with respect to any Lease Severance Notice delivered by Landlord to Tenant in connection with a Property Salethe aggregate, shall be accompanied by a ROFO Notice pursuant to, and exercisable in accordance with, the provisions of Section 17.1 and Schedule 17.1. For the avoidance of doubt, notwithstanding the fact that more than fifteen (15) Severed Leases proposed under this Section 1.9(a) are aggregated with and “Severed Leases” under (and as defined inin the DC Master Lease) have been delivered to Tenant and/or the Retail Master Lease for purposes of determining tenant under the extension of any “Lease Severance Deadline” under (and as defined in) the Retail DC Master Lease, no such aggregation shall operate to extend respectively, in any rolling thirty (30) day period, then the Lease Severance Deadlines Deadline for each additional Severed Lease above such fifteen (15) Severed Leases and “Severed Leases” (as defined in the DC Master Lease) delivered to Tenant hereunder in such rolling thirty (30) day period shall be extended by a number of days equal to (x) five (5), multiplied by (y) one (1) in the case of the sixteenth (16th) Severed Lease delivered during such rolling thirty (30) day period, two (2) in the case of the seventeenth (17th) Severed Lease delivered during such rolling thirty (30) day period, three (3) in the case of the eighteenth (18th) Severed Lease delivered during such rolling thirty (30) day period, and so on. By way of example, if, in the aggregate, eighteen (18) Severed Leases and “Severed Leases” (as defined in the DC Master Lease) have been delivered to Tenant and/or the tenant under the DC Master Lease, respectively, in any rolling thirty (30) day period, then Tenant shall have (1) twenty-eight (28) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed under Severed Lease and proposed accompanying Severed Lease Ancillary Documents in the forms described in this LeaseSection 1.9 to execute and deliver the applicable Severed Lease and accompanying Severed Lease Ancillary Documents for the second (2nd) through the fifteenth (15th) Severed Leases and (2) thirty-three (33) days (i.e., an additional five (5) days) to execute and deliver the sixteenth (16th) Severed Lease and accompanying Severed Lease Ancillary Documents, thirty-eight (38) days (i.e., an additional ten (10) days) to execute and deliver the seventeenth (17th) Severed Lease and accompanying Severed Lease Ancillary Documents, and forty-three (43) days (i.e., an additional fifteen (15) days) to execute and deliver the eighteenth (18th) Severed Lease and accompanying Severed Lease Ancillary Documents, in each case, following Landlord’s delivery of the applicable Lease Severance Notice (together with drafts of the proposed Severed Lease and proposed accompanying Severed Lease Ancillary Documents in the forms described in this Section 1.9). (b) In the event that Tenant determines, in its good faith discretion, that any Severed Lease delivered by Landlord to Tenant contains changes to the Pre-Agreed Severed Lease Form that are material or adverse to Tenant, then Tenant shall have the right to object to such changes in accordance with the provisions of this Section 1.9(b). Tenant shall make any objection described in the immediately preceding sentence (if at all) by delivering Notice thereof to Landlord specifying, in electronic format by highlighting the changes to the Pre-Agreed Severed Lease Form to which Tenant objects and describing, in reasonable detail (in bracketed notes or footnotes to such highlighted language), the reason that Tenant believes such changes are material or adverse (a “Severed Lease Form Objection Notice”) (I) within fourteen (14) days after the delivery of the applicable Lease Severance Notice (together with drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents)) in the case of any of the first eight (8) Severed Leases in any rolling thirty (30) day period and (II) within twenty-eight (28) days after the delivery of such Lease Severance Notice (together with drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents) in the case of any subsequent Severed Lease in such rolling thirty (30) day period. Upon Landlord’s receipt of a Severed Lease Form Objection Notice, Landlord may submit such dispute to binding arbitration in accordance with the provisions of Section 27.1; provided, however, that (IAA) each of the five (5) Business Day periods referred to in Section 27.1(c) shall be reduced to six (6) days and (IIBB) the fourteen (14) day period referred to in Section 27.1(e) shall be reduced to seven (7) days, such that any such arbitration shall be completed and such arbitrator’s written decision shall be rendered in not more than twenty-one (21) days from the date of Landlord’s written Notice submitting such dispute to binding arbitration (such twenty-one (21) day period, the “LS Dispute Resolution Period”). If Tenant fails to deliver a Severed Lease Form Objection Notice with respect to any draft Severed Lease within the fourteen (14) day applicable time period set forth in clause (I) or clause (II) above, then Tenant shall be deemed to have irrevocably waived its right to object to any applicable changes to the Pre-Agreed Severed Lease Form reflected in such draft and shall be obligated to execute and deliver the applicable Severed Lease (together with the applicable Severed Lease Ancillary Documents in the forms described in this Section 1.9) by the applicable Lease Severance Deadline. (c) Promptly following the execution and delivery of this Lease, the Parties shall cooperate in good faith to agree upon a ranked list of a minimum of six (6) and a maximum of ten (10) potential arbitrators for the arbitration of any dispute described in clause (b) above in accordance with the express provisions of this Section 1.9(c) and Section 27.1 (such list, the “Arbitrator List”). If the Parties are unable to agree upon both the Arbitrator List and the rankings of the arbitrators on such Arbitrator List by January 2, 2021, or if none of the individuals on any agreed-upon Arbitrator List is both disinterested (as more fully described below) and able to serve as an arbitrator of the applicable dispute at the time of such arbitration, then in any such case, any Party may submit such dispute to the Judicial Arbitration Mediation Service (xxx.xxxxxxx.xxx) or its successor organization in New York County, New York (“JAMS”), for the resolution of such dispute within the LS Dispute Resolution Period. If such dispute is so submitted to JAMS, then JAMS shall be the exclusive forum for the resolution of the applicable dispute. The Parties may modify the Arbitrator List by mutual agreement in writing from time to time. If Landlord submits a dispute with respect to a draft Severed Lease to arbitration (other than an arbitration pursuant to JAMS), such arbitration shall be conducted in accordance with the express provisions of this Section 1.9(c) and Section 27.1 by the arbitrator ranked highest on the Arbitrator List who is then available to conduct the same and is then disinterested (it being agreed that any arbitrator who has, or whose firm has, represented either Party or an Affiliate of either Party within the preceding five (5) years or who has a personal or financial stake in the outcome of the dispute shall be deemed not to be disinterested). If such highest-ranked arbitrator from the Arbitrator List is not available to conduct the arbitration or is not then disinterested, then the next-highest ranked arbitrator that is then available and then disinterested shall be selected. If no arbitrator on the Arbitrator List is then available and disinterested, or if the Parties have not agreed upon both the Arbitrator List and the rankings of the arbitrators on such Arbitrator List by January 2, 2021, then in either such case, such dispute shall be submitted to JAMS for the resolution of such dispute within the LS Dispute Resolution Period. If the applicable arbitrator (including JAMS, if applicable) pursuant to this Section 1.9(c) makes a determination with respect to the applicable dispute, then such determination shall be binding upon the Parties and shall not be appealable; provided, however, that Landlord, at its option upon Notice to Tenant following such determination, may elect to withdraw from the applicable Severed Lease the changes that were the subject of such dispute and to re-submit such Severed Lease in the form described in this Section 1.9 for Tenant’s execution and delivery. Tenant acknowledges and agrees that if Landlord withdraws the applicable disputed changes from a Severed Lease in accordance with the immediately preceding sentence, then Tenant shall remain obligated to execute and deliver such re-submitted Severed Lease by the applicable Lease Severance Deadline (if Landlord has removed such changes not later than the date that is at least two (2) Business Days prior to the applicable Lease Severance Deadline) and, if Landlord has not withdrawn such changes by such date, then Tenant shall remain obligated to execute and deliver such Severed Lease (without such disputed changes) within two (2) Business Days following the date on which Landlord withdraws such changes. If the applicable arbitrator (including JAMS, if applicable) pursuant to this Section 1.9(c) determines that any changes to a Severed Lease Form that are the subject of any applicable Severed Lease Form Objection Notice are material or adverse to Tenant, or if Landlord withdraws such disputed changes in accordance with this Section 1.9(c), then in either such case, Landlord shall pay the costs and expenses of the related arbitration, its own costs and expenses in connection with such arbitration, and Tenant’s Costs and Expenses in connection with such arbitration; if the applicable arbitrator (including JAMS, if applicable) pursuant to this Section 1.9(c) determines that any changes to a Severed Lease Form that are the subject of any applicable Severed Lease Form Objection Notice are not material or adverse to Tenant, then Tenant shall pay the costs and expenses of the related arbitration, its own costs and expenses in connection with such arbitration, and the Landlord’s Costs and Expenses in connection with such arbitration, and shall not later than two (2) Business Days following the issuance of a final written decision by the arbitrator, execute and deliver to Landlord the Severed Lease and the other Severed Lease Ancillary Documents in the form submitted by Landlord to Tenant. Notwithstanding anything to the contrary herein, the Parties agree that while an arbitration proceeding is pending pursuant to this Section 1.9(c), Tenant shall not be obligated to execute or deliver the applicable Severed Lease in dispute (or the accompanying Severed Lease Ancillary Documents). At any time during an arbitration proceeding, either side may concede an issue by informing the arbitrator of the concession, and the arbitrator will promptly issue a decision recognizing the concession. No such concession shall have any preclusive or evidentiary effect in any future arbitration or other proceeding. (d) By the applicable Lease Severance Deadline, the Severed Tenant shall execute, acknowledge (if applicable) and deliver to the applicable Severed Landlord such Severed Lease and Severed Lease Ancillary Documents with respect to the applicable Severed Properties and, following Landlord’s request therefor in accordance with Sections 1.9(d1.9(e) and 9.2(c), a copy of any applicable severed, amended or replacement Affiliate Sublease that shall affect the applicable Severed Properties from and after the applicable Lease Severance Date. At least one (1) Business Day prior to the applicable Lease Severance Date, Tenant shall use commercially reasonable efforts to deliver to Landlord invoices and other documentation reasonably requested by Landlord evidencing the Costs and Expenses incurred by Tenant in connection with the applicable Severed Lease and any other documentation required under this Section 1.9. Upon its receipt of such invoices and other documentation, Landlord shall pay or reimburse Tenant for all Costs and Expenses incurred by Tenant in connection with each applicable Severed Lease and Severed Lease Ancillary Documents. Each such Severed Lease shall: (i) be for a term that is equal to the then remaining Term; (ii) contain renewal options equivalent to any then remaining Renewal Options; (iii) be guaranteed and/or secured by (A) a new guaranty from the then current Lease Guarantors (a “Severed Lease Supplemental Guaranty”) and (B) a new environmental indemnity agreement from the Severed Tenant and such Lease Guarantors (a “its

Separation of Leases. (a) At any time and from From time to time, at the election of Landlord in its sole and absolute discretion and upon Notice (each such Notice, a “Lease Severance Notice”) delivered by Landlord, subject to but only (i) in connection with the applicable deadline set forth sale of a Facility that is permitted under this Lease or (ii) as required by one or more Fee Mortgagees (either in the immediately succeeding sentence (each applicable deadline, a “Lease Severance Deadline”single or separate financing), Landlord may sever and remove one or more Properties such Facility (each, a “Severed Property” and, collectively, the “Severed PropertiesRemoval Facility”) from this Lease, Lease and place such Severed Property or Severed Properties shall upon such severance and thereafter be subject to Removal Facility in a separate lease on terms and conditions substantially similar to, and in any case no less favorable to Tenant than, those set forth in this Lease and as otherwise provided in this Section 1.5 (each, a “Severed Separate Lease”) between to facilitate the purchaser sale of such Removal Facility. (b) If Landlord elects to remove a Removal Facility, Landlord shall give Tenant not less than thirty (30) days’ Notice thereof (a “Removal Notice”), and Tenant shall thereafter, within said thirty (30) day period (or such other period of time as Landlord may reasonably require; it being understood that Landlord may delay removal or cancel the Removal Notice in the event that the underlying sale of a Removal Facility is delayed or cancelled for any reason), execute, acknowledge and deliver to the new owner of the applicable Severed Properties or other designee of Landlord Removal Facility (as applicable, a “Severed Separate Lease Landlord”), in each caseas designated by Landlord, as landlord, and Penney Tenant III LLCat no cost or expense to Tenant, a Delaware limited liability company, or another Subsidiary of Tenant’s Parent (other than Tenant or any Subsidiary thereof) reasonably acceptable Separate Lease with respect to Landlord, in each case, as tenant (the “Severed Tenant”), which Severed Lease shall be Removal Facility effective as of the date of the transfer of Separate Lease is fully executed and delivered by the applicable Severed Properties to the applicable Severed Landlord and the execution by such Severed Landlord and the Severed Tenant parties thereto (as applicable) of all related documentation required under this Section 1.9 (a “Lease Severance Removal Date”). Each Lease Severance Notice shall identify the Severed Properties proposed to be subject to each Severed Lease. The Lease Severance Deadlines shall be as follows: (A) for the first Severed Leaseremaining Term and on substantially the same terms and conditions as, the date that is forty-three (43) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense); and (B) for each Severed Lease subsequent to the first Severed Lease, the date that is twenty-eight (28) days after Landlord delivers the applicable Lease Severance Notice and drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents in the forms described in this Section 1.9 (which documentation shall, in each case, be prepared by Landlord at Landlord’s sole cost and expense). Each Lease Severance Notice shall identify the Severed Properties proposed to be subject to each Severed Lease and, with respect to any Lease Severance Notice delivered by Landlord case no less favorable to Tenant in connection with a Property Salethan the terms and conditions of, shall be accompanied by a ROFO Notice pursuant to, and exercisable in accordance with, the provisions of Section 17.1 and Schedule 17.1. For the avoidance of doubt, notwithstanding the fact that Severed Leases proposed under this Section 1.9(a) are aggregated with “Severed Leases” under (and as defined in) the Retail Master Lease for purposes of determining the extension of any “Lease Severance Deadline” under (and as defined in) the Retail Master Lease, no such aggregation shall operate to extend the Lease Severance Deadlines for Severed Leases proposed under this Lease. (b) In the event that Tenant determines, in its good faith discretion, that any Severed Lease delivered by Landlord to Tenant contains changes to the Pre-Agreed Severed Lease Form that are material or adverse to Tenant, then Tenant shall have the right to object to such changes in accordance with the provisions of this Section 1.9(b). Tenant shall make any objection described in the immediately preceding sentence (if at all) by delivering Notice thereof to Landlord specifying, in electronic format by highlighting the changes to the Pre-Agreed Severed Lease Form to which Tenant objects and describing, in reasonable detail (in bracketed notes or footnotes to such highlighted language), the reason that Tenant believes such changes are material or adverse (a “Severed Lease Form Objection Notice”) within fourteen (14) days after the delivery of the applicable Lease Severance Notice (together with drafts of the proposed Severed Lease and proposed Severed Lease Ancillary Documents). Upon Landlord’s receipt of a Severed Lease Form Objection Notice, Landlord may submit such dispute to binding arbitration in accordance with the provisions of Section 27.1; provided, however, that (I) each of the five (5) Business Day periods referred to in Section 27.1(c) shall be reduced to six (6) days and (II) the fourteen (14) day period referred to in Section 27.1(e) shall be reduced to seven (7) days, such that any such arbitration shall be completed and such arbitrator’s written decision shall be rendered in not more than twenty-one (21) days from the date of Landlord’s written Notice submitting such dispute to binding arbitration (such twenty-one (21) day period, the “LS Dispute Resolution Period”). If Tenant fails to deliver a Severed Lease Form Objection Notice with respect to any draft Severed Lease within the fourteen (14) day period set forth above, then Tenant shall be deemed to have irrevocably waived its right to object to any applicable changes to the Pre-Agreed Severed Lease Form reflected in such draft and shall be obligated to execute and deliver the applicable Severed Lease (together with the applicable Severed Lease Ancillary Documents in the forms described in this Section 1.9) by the applicable Lease Severance Deadline. (c) Promptly following the execution and delivery of this Lease, the Parties shall cooperate in good faith except for appropriate adjustments (including to agree upon a ranked list of a minimum of six (6) Exhibits and a maximum of ten (10) potential arbitrators for the arbitration of any dispute described in clause (b) above in accordance with the express provisions of this Section 1.9(c) and Section 27.1 (such list, the “Arbitrator List”). If the Parties are unable to agree upon both the Arbitrator List and the rankings of the arbitrators on such Arbitrator List by January 2, 2021, or if none of the individuals on any agreed-upon Arbitrator List is both disinterested (as more fully described below) and able to serve as an arbitrator of the applicable dispute at the time of such arbitration, then in any such case, any Party may submit such dispute to the Judicial Arbitration Mediation Service (xxx.xxxxxxx.xxx) or its successor organization in New York County, New York (“JAMS”Schedules), for the resolution of such dispute within the LS Dispute Resolution Period. If such dispute is so submitted to JAMS, then JAMS shall be the exclusive forum for the resolution of the applicable dispute. The Parties may modify the Arbitrator List by mutual agreement in writing from time to time. If Landlord submits a dispute with respect to a draft Severed Lease to arbitration (other than an arbitration pursuant to JAMS), such arbitration shall be conducted in accordance with the express provisions of this Section 1.9(c) and Section 27.1 by the arbitrator ranked highest on the Arbitrator List who is then available to conduct the same and is then disinterested (it being agreed that any arbitrator who has, or whose firm has, represented either Party or an Affiliate of either Party within the preceding five (5) years or who has a personal or financial stake in the outcome of the dispute shall be deemed not to be disinterested). If such highest-ranked arbitrator from the Arbitrator List is not available to conduct the arbitration or is not then disinterested, then the next-highest ranked arbitrator that is then available and then disinterested shall be selected. If no arbitrator on the Arbitrator List is then available and disinterested, or if the Parties have not agreed upon both the Arbitrator List and the rankings of the arbitrators on such Arbitrator List by January 2, 2021, then in either such case, such dispute shall be submitted to JAMS for the resolution of such dispute within the LS Dispute Resolution Period. If the applicable arbitrator (including JAMS, if applicable) pursuant to this Section 1.9(c) makes a determination with respect to the applicable dispute, then such determination shall be binding upon the Parties and shall not be appealable; provided, however, that Landlord, at its option upon Notice to Tenant following such determination, may elect to withdraw from the applicable Severed Lease the changes that were the subject of such dispute and to re-submit such Severed Lease in the form described in this Section 1.9 for Tenant’s execution and delivery. Tenant acknowledges and agrees that if Landlord withdraws the applicable disputed changes from a Severed Lease in accordance with the immediately preceding sentence, then Tenant shall remain obligated to execute and deliver such re-submitted Severed Lease by the applicable Lease Severance Deadline (if Landlord has removed such changes not later than the date that is at least two (2) Business Days prior to the applicable Lease Severance Deadline) and, if Landlord has not withdrawn such changes by such date, then Tenant shall remain obligated to execute and deliver such Severed Lease (without such disputed changes) within two (2) Business Days following the date on which Landlord withdraws such changes. If the applicable arbitrator (including JAMS, if applicable) pursuant to this Section 1.9(c) determines that any changes to a Severed Lease Form that are the subject of any applicable Severed Lease Form Objection Notice are material or adverse to Tenant, or if Landlord withdraws such disputed changes in accordance with this Section 1.9(c), then in either such case, Landlord shall pay the costs and expenses of the related arbitration, its own costs and expenses in connection with such arbitration, and Tenant’s Costs and Expenses in connection with such arbitration; if the applicable arbitrator (including JAMS, if applicable) pursuant to this Section 1.9(c) determines that any changes to a Severed Lease Form that are the subject of any applicable Severed Lease Form Objection Notice are not material or adverse to Tenant, then Tenant shall pay the costs and expenses of the related arbitration, its own costs and expenses in connection with such arbitration, and the Landlord’s Costs and Expenses in connection with such arbitration, and shall not later than two (2) Business Days following the issuance of a final written decision by the arbitrator, execute and deliver to Landlord the Severed Lease and the other Severed Lease Ancillary Documents in the form submitted by Landlord to Tenant. Notwithstanding anything to the contrary herein, the Parties agree that while an arbitration proceeding is pending pursuant to this Section 1.9(c), Tenant shall not be obligated to execute or deliver the applicable Severed Lease in dispute (or the accompanying Severed Lease Ancillary Documents). At any time during an arbitration proceeding, either side may concede an issue by informing the arbitrator of the concession, and the arbitrator will promptly issue a decision recognizing the concession. No such concession shall have any preclusive or evidentiary effect in any future arbitration or other proceeding. (d) By the applicable Lease Severance Deadline, the Severed Tenant shall execute, acknowledge (if applicable) and deliver to the applicable Severed Landlord such Severed Lease and Severed Lease Ancillary Documents with respect to the applicable Severed Properties and, following Landlord’s request therefor in accordance with Sections 1.9(d) and 9.2(c), a copy of any applicable severed, amended or replacement Affiliate Sublease that shall affect the applicable Severed Properties from and after the applicable Lease Severance Date. At least one (1) Business Day prior to the applicable Lease Severance Date, Tenant shall use commercially reasonable efforts to deliver to Landlord invoices and other documentation reasonably requested by Landlord evidencing the Costs and Expenses incurred by Tenant in connection with the applicable Severed Lease and any other documentation required under this Section 1.9. Upon its receipt of such invoices and other documentation, Landlord shall pay or reimburse Tenant for all Costs and Expenses incurred by Tenant in connection with each applicable Severed Lease and Severed Lease Ancillary Documents. Each such Severed Lease shall: (i) be for a term that is equal to the then remaining Term; (ii) contain renewal options equivalent to any then remaining Renewal Options; (iii) be guaranteed and/or secured by (A) a new guaranty from the then current Lease Guarantors (a “Severed Lease Supplemental Guaranty”) and (B) a new environmental indemnity agreement from the Severed Tenant and such Lease Guarantors (a “as follows: