COREA. No later than thirty (30) days prior to the opening of the Phaxx XX Mall, unless Mall I LLC and Mall II LLC agree otherwise, there must be in place an executed construction, operation and reciprocal easement agreement ("COREA") between Mall I LLC and Mall II LLC. Negotiations regarding thx XXXEA will follow as soon as practicable following the date hereof anx xxxh of Mall I LLC and Mall II LLC must act in good faith and reasonably in connection with such negotiations. The COREA must, among other things, (i) be an agreement that a commercialxx xxasonable 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 LLC 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 LLC and Mall II LLC 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 LLC and Mall II LLC 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 LLC and Mall II LLC to sell and finance its mall and, in connection therewith, to assign or mortgage its interest in the COREA, (ix) provide for the granting of appropriate easements across xxxx 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) contain a mechanism to r...
