Republic Plaza Properties Partnership, PFI Republic Limited, Inc., Tax Matters Partner - Page 8

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          was to be paid over those 24 years of the lease term.                       
               Taking into account the foregoing considerations involving             
          the requirements of the TIAA term loan, Partnership, PFI, and               
          BCE, the lease agreement contained the following provisions with            
          respect to the amounts and due dates of the rent to be paid under           
          that agreement.  It required BCE to pay Partnership "net basic              
          rent" (basic rent) in arrears on each installment date throughout           
          the lease term "in an amount equal to the sum of the Basic Rent             
          Portions for all Partners."4  Schedule E of the lease agreement             
          set forth a schedule (rent payment schedule) that allocated the             
          basic rent to be paid by BCE for the entire lease term, providing           
          the amounts of basic rent to be paid and the due dates for the              
          payment of such rent.  Pursuant to the lease agreement and the              
          rent payment schedule, (1) for the initial lease period of                  
          approximately 11.5 months that began on June 17, 1988, and ended            
          on May 31, 1989, the amount of basic rent to be paid by BCE was             
          zero; and (2) for each of the 24-annual lease periods thereafter            


          4  The lease agreement provided that "For any Installment Date,             
          the 'Basic Rent Portion' for any Partner shall mean the product             
          of (i) said Partner's percentage interest in the Lessor as speci-           
          fied on Schedule E, times (ii) the percent figure for such Part-            
          ner set forth opposite said Installment Date, times (iii) Les-              
          sor's Cost as specified on Schedule E."  The lease agreement                
          defined the term "installment date" for purposes of the payment             
          of the basic rent to mean July 1, 1989, and the first day of each           
          month thereafter throughout the lease term.  For all other                  
          purposes, the lease agreement defined that term to mean July 1,             
          1988, and the first day of each month thereafter during the lease           
          term.                                                                       




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