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will be subject at all times to the review and prior approval of the City of South Bend Engineering
<br />Department in its sole and absolute discretion. Further, the City and its successors and assigns,
<br />shall be allowed in the area within the Shops, upon prior notice and at all reasonable times, to
<br />repair, maintain, add to, or replace any and all elements of the Parking Garage. Similarly, the City
<br />grants an easement to the Company for the installation and maintenance, including repair and
<br />replacement, of existing and future utility lines and structures, including but not limited to sanitary
<br />sewer, water, electric, gas, phone, and cable, and allowing such utility lines and structures to run
<br />in and through the area above and below the Shops for the use of the Shops and the Parking Garage,
<br />provided, however, that the kind and location of said utility lines and structures will be subject at
<br />all times to the review and prior approval of the City of South Bend Engineering Department in its
<br />sole and absolute discretion. Further, the Company, and its successors and assigns, shall be allowed
<br />in the area above and below the Shops, upon prior notice and at all reasonable tinges, to repair,
<br />maintain, add to, or replace any and all structural elements of the Shops.
<br />2) Use. The Company hereby agrees to abide by applicable zoning restrictions of the
<br />Shops in such a manner as to ensure that the public is actively engaged. The Parties acknowledge
<br />that the intent of the provisions of this Section 2 is to preserve and enhance the active, pedestrian -
<br />friendly use of the Shops in perpetuity, and such covenants will be deemed to run with the land.
<br />3) Facade Maintenance. On the east and south faces of the Shops (the "Shops
<br />Facade") and Parking Garage (the "Parking Garage Facade") exist exterior walls, elevations, roof
<br />lines, colors, building materials, fenestration, windows, and doors. The Company will, at all times,
<br />maintain in good order and repair all elements of the Shops Facade, up to and including the
<br />elevations as defined in the Subdivision Plat, and the City will, at all times, maintain in good order
<br />and repair all elements of the Parking Garage Facade, above the Shops' top elevation. The
<br />Company will maintain the west and north walls of the Shops in substantially the same condition
<br />in which they exist as of the Effective Date, The Parties' maintenance obligations will require
<br />replacement, repair, reconstruction, and any other activities by the Parties whenever necessary to
<br />preserve their respective fagades in the same structural and aesthetic condition existing upon the
<br />Effective Date of this Agreement. The Parties will coordinate in good faith to ensure that the
<br />elements of the Shops Facade and the Parking Garage Facade remain consistent in appearance,
<br />quality, and structural integrity.
<br />4) Windows; Doors; Awnings; Signage; Fixtures. The Parties mutually agree to the
<br />provisions set forth in this Section 4 concerning certain elements of the Shops Facade and Parking
<br />Garage Fagadc.
<br />(a) The Company will, at all times, maintain transparent windows across the entirety of
<br />the ground floor of the east and south Shops Facade facing Michigan and Jefferson Streets as are
<br />in existence on the Effective Date of this Agreement and will maintain pedestrian -access doors
<br />across the entirety of the ground floor of the cast Shops Facade facing Michigan Sheet (as the
<br />same may be modified in accordance with the Company's demising of the interior space of the
<br />Shops), and such windows and doors will be of consistent and uniform color, materials, size, shape,
<br />and installation. All additions to and alterations of the windows and doors existing on the Shops
<br />on the Effective Date will comply with applicable laws, ordinances, and regulations.
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