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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 Shop, upon prior notice and at all reasonable tunes, to repair,
<br />maintain, add to, or replace any and all elements of the Parking Garage. Similarly, the City grants
<br />an casement 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 behind the ,Shop for the use of the Shop 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 behind the Shop, upon prior notice and at all reasonable times, to repair,
<br />maintain, add to, or replace any and all structural elements of the Shop.
<br />2) Use. The Company hereby agrees to abide by applicable zoning restrictions of the
<br />Shop 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 Shop in perpetuity, and such covenants will be deemed to run with the land.
<br />3) Facade Maintenance. On the south face of the Shop (the "Shop's Facade") and
<br />Parking Garage (the "Parking Garage Facade") exist exterior walls, elevations, roof lines, colors,
<br />building materials, fenestration, windows, and doors. The Company will, at all times, maintain in
<br />good order and repair all elements of the Shop's Facade, up to and including the elevations as
<br />defined in the Subdivision Plat, and the City will, at all times, maintain in good order and repair
<br />all elements of the Parking Garage Facade, above the Shop's top elevation. The Company will
<br />maintain the east, west, and north walls of the Shop in substantially the same condition in which
<br />they exist as of the Effective Date. The Parties' maintenance obligations will require replacement,
<br />repair, reconstruction, and any other activities by the Parties whenever necessary to preserve their
<br />respective fagades in the same structural and aesthetic condition existing upon the Effective Date
<br />of this Agreement. The Parties will coordinate in good faith to ensure that the elements of the
<br />Shop's Facade and the Parking Garage Facade remain consistent in appearance, quality, and
<br />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 Shop's Facade and Parking
<br />Garage Facade.
<br />(a) The Company will, at all times, maintain transparent windows across the entirety of
<br />the ground floor of the south Shop's Facade facing Wayne Street as are in existence on the
<br />Effective Date of this Agreement and will maintain pedestrian -access doors across the entirety of
<br />the ground floor of the south Shop's Facade facing Wayne Street (as the same may be modified in
<br />accordance with the Company's demising of the interior space of the Shop), and such windows
<br />and doors will be of consistent and uniform color, materials, size, shape, and installation. All
<br />additions to and alterations of the windows and doors existing on the Shop on the Effective Date
<br />will comply with applicable laws, ordinances, and regulations.
<br />V)
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