Maguire/Thomas Partners Fifth & Grand, Ltd., Maguire/Thomas Partners Grand Place Tower, Ltd., Tax Matters Partner - Page 17

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               As to the covenants running with the land which the City               
          would record against the Central Library parcel, the Cooperation            
          Agreement provided in pertinent part:                                       
                                     ARTICLE VIII                                     
                             Covenants on Library Parcel                              
                    8.1 Covenant on Library Parcel Restricting                        
               Further Development.  City agrees to record, among the                 
               land records of Los Angeles County, a covenant running                 
               with the land against Library Parcel limiting the                      
               Floor Area of the rehabilitated and expanded Central                   
               Library to 361,000 net useable square feet and                         
               prohibiting the development of any other Floor Area on                 
               such property.  Said covenant shall be recorded                        
               concurrently with the close of Phase I Escrow and                      
               shall be for the benefit of City and Agency [CRA].                     
                    *      *      *      *      *      *      *                       
                    8.3 Covenant on Library Parcel to Satisfy                         
               Designated Building Site Ordinance.  City agrees to                    
               record, among the land records of Los Angeles County,                  
               a covenant running with the land against Library                       
               Parcel fulfilling the requirements of the Designated                   
               Building Site Application and Designated Building Site                 
               Ordinance defined herein.  This covenant shall also be                 
               recorded concurrently with the close of Phase I Escrow                 
               and shall be for the benefit of City.                                  
          The draft Cooperation Agreement attached to the OPA contained               
          identical provisions concerning covenants on the Central Library            
          parcel.                                                                     
          G.   Library Square and Fifth & Grand Tax Returns and                       
               Respondent’s FPAA Determinations                                       
               Library Square allocated $14,249,918 of the $33,192,567                
          that MTP paid to CRA to land which MTP acquired from CRA.                   
          Library Square included the remaining $18,942,649 that MTP paid             






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