Common use of Parking Spaces Clause in Contracts

Parking Spaces. (i) For the effective management of parking spaces in the Proposed Sale Building and in order to avoid any later disputes, the Developer shall earmark parking spaces (open, in the podium or on the parking floors or in the ground or basement) of the Proposed Sale Buildings for exclusive use thereof by certain acquirers of premises in the Proposed Sale Building depending on availability. The Purchaser/s agree that the Developer shall be entitled to do such earmarking at its discretion and the Purchaser/s hereby accept/s the decisions taken by the Developer in relation to such earmarking of car parking spaces. The Purchaser/s further agree/s and undertake/s that pursuant to formation and registration of the Common Legal Entity or Apex Legal Entity, as the case maybe and admission of the Purchaser/s to the Common Legal Entity or Apex Legal Entity, as the case maybe as member/s thereof, the Purchaser/s shall cast his/her/their votes in the first general meeting or shareholders’ meeting, as the case may be, of the Common Legal Entity or Apex Legal Entity, as the case maybe in favour of approving such car parking earmarking as done by the Developer so that the respective person/s in whose favour the Developer has/have earmarked the car parking spaces, will be allotted such respective car parking space/s by the Common Legal Entity or Apex Legal Entity, as the case maybe for exclusive use thereof, along with rights of transferability in respect thereof. (ii) Notwithstanding what is stated in Clause 18(i) above, the Purchaser/s acknowledge/s and understand/s that a majority of the car parking spaces that will be provided for in the Proposed Sale Building shall be in the form of an automated stack, mechanical pit or tower parking system or any other form of automated or mechanical parking wherein, there may be or may not be any specific identified spot/place which may be earmarked for a particular occupant of premises in the Proposed Sale Building and which shall be designed to minimize the area and/or volume required for parking cars (hereinafter referred to as “the Mechanical Parking”). The Purchaser/s is/are aware that such Mechanical Parking involves or may involve operation of one or more automated machine/s for parking and removing cars from the Mechanical Parking system and the same could be time-consuming and the Purchaser/s acknowledge/s that the Purchaser/s has/have no objection to the same. The Purchaser/s is/are aware that such Mechanical Parking may also require a valet system by appointment of qualified drivers and parking operators, for ease of parking and removing of vehicles from the parking slots in the Mechanical Parking system. The Purchaser/s hereby confirm/s that the Purchaser/s has/have no objection to the same and that the Purchaser/s shall not park his/her/their car/s at any other place in the Proposed Sale Building other than specifically designated for the parking of the vehicles of the Purchaser/s. The Purchaser/s hereby agree/s and undertake/s that the Purchaser/s shall bear the costs and expenses of the maintenance of such Mechanical Parking system or also keep such valet parking facility at his/her/their costs for parking or removal of cars from the Mechanical Parking system. The Purchaser/s shall not refuse to bear such costs and/or expenses on the ground of non-utilization of such Mechanical Parking system or valet parking facility or on any other ground whatsoever and howsoever arising.

Parking Spaces. The City, for and in consideration of the rents herein reserved and of the covenants and agreements contained herein on the part of Lessee to be performed, leases to Lessee and Lessee leases from the City, up to 185 parking spaces (the “Parking Spaces”) in the Parking Lot pursuant to the terms contained herein, together with the non-exclusive right of ingress to and egress from the Parking Spaces over and across the Parking Lot and appurtenant drives and easements to access ▇. ▇▇▇▇▇▇▇▇ Street. The Parking Spaces shall be allocated and reserved on a non-designated basis solely for the use of the Project throughout the term of this Agreement. Notwithstanding the foregoing, the Parking Lot, excluding the Parking Spaces, will remain open to use by the public. During the Term (hereafter defined), Lessee shall have the right to adjust the number of Parking Spaces Lessee will lease and utilize, which number of Parking Spaces shall not exceed 185 (such Parking Spaces is herein referred to as the “Leased Spaces”). Lessee may exercise its right to adjust the number of Leased Spaces by providing thirty (30)-day written notice to the City of its election, which election shall become effective on the first day of the month following the thirty (30)-day notice period. If any of the Parking Spaces become temporarily unavailable for use because the Parking Lot has been damaged or destroyed or because of the need for maintenance, repairs or alterations, and other parking spaces in other City parking facilities are available for Lessee’s use, the City will attempt to make such other spaces available to serve as Lessee’s “Leased Spaces” until the Parking Lot is repaired, restored or ▇▇▇▇-▇▇▇▇-▇▇▇▇.3 altered, at the lesser of (i) For the effective management of parking spaces in the Proposed Sale Building and in order to avoid any later disputes, the Developer shall earmark parking spaces (open, in the podium or on the parking floors or in the ground or basement) of the Proposed Sale Buildings for exclusive use thereof by certain acquirers of premises in the Proposed Sale Building depending on availability. The Purchaser/s agree currently existing rate that the Developer shall be entitled to do such earmarking at its discretion and the Purchaser/s hereby accept/s the decisions taken by the Developer in relation to such earmarking of car City is charging for similarly situated parking spaces. The Purchaser/s further agree/s and undertake/s that pursuant to formation and registration of the Common Legal Entity lots, or Apex Legal Entity, as the case maybe and admission of the Purchaser/s to the Common Legal Entity or Apex Legal Entity, as the case maybe as member/s thereof, the Purchaser/s shall cast his/her/their votes in the first general meeting or shareholders’ meeting, as the case may be, of the Common Legal Entity or Apex Legal Entity, as the case maybe in favour of approving such car parking earmarking as done by the Developer so that the respective person/s in whose favour the Developer has/have earmarked the car parking spaces, will be allotted such respective car parking space/s by the Common Legal Entity or Apex Legal Entity, as the case maybe for exclusive use thereof, along with rights of transferability in respect thereof. (ii) Notwithstanding what is stated in Clause 18(ithe rate charged under this Agreement. If, at any time after the initial twenty-four (24) above, the Purchaser/s acknowledge/s and understand/s that a majority months of the car parking spaces that will be provided Initial Term, Lessee elects to lease or utilizes less than 130 Parking Spaces (i.e. 70% of the available 185 Parking Spaces) on average over a consecutive six (6)-month period (the “Minimum Average Leased Spaces”), then the City may, anytime thereafter, reduce the number of Parking Spaces available for in Lessee to lease to a number of Parking Spaces equal to the Proposed Sale Building shall be in highest number of Parking Spaces Lessee utilized during such six (6)-month measuring period upon providing Lessee at least thirty (30) days’ prior written notice of its election (the form of an automated stack, mechanical pit or tower parking system or any other form of automated or mechanical parking wherein, there may be or may not be any specific identified spot/place which may be earmarked for a particular occupant of premises in the Proposed Sale Building and which shall be designed to minimize the area and/or volume required for parking cars (hereinafter referred to as “the Mechanical ParkingReduction Notice”). The Purchaser/s is/are aware Notwithstanding the foregoing, the parties agree that in the event of a casualty of any kind to the Project, the number of Leased Spaces under this Agreement shall not be reduced until such Mechanical time as the Project is fully restored and re-leased to 90% occupancy (the “Restoration Period”). During the Restoration Period, Lessee will notify the City regarding the number of Parking involves or may involve operation of one or more automated machine/s for parking and removing cars from Spaces it will not need during the Mechanical Parking system Restoration Period, and the same could City may lease said unused Parking Spaces to third parties on a month-to-month basis until Lessee provides Notice, at least 30 days in advance, that restoration of the Project is complete and it desires to once again lease the full number of Leased Spaces. The parties agree to review and discuss the Lessee’s usage of the Parking Spaces on an annual basis. If during the previous twelve (12)-month period the number of Leased Spaces were reduced by the City, the Lessee may request an increase in the number of Leased Spaces (“Increase Request”). Increase Requests shall be timeaccompanied by good and sufficient evidence for the City to consider. City will notify Lessee of its determination within thirty (30) days of receipt of the Increase Request. Any increase in the number of Leased Spaces shall be subject to all the terms and conditions set forth herein. If, at any time while Lessee is leasing less than the full 185 Parking Spaces made available to Lessee hereunder, the City has a binding written third-consuming party offer to lease all of the available parking spaces within the Parking Lot (i.e., those not being leased at such time by Lessee pursuant to this Lease), the City shall provide written notice to Lessee of such fact, and Lessee shall have thirty (30) days following receipt of the Purchaser/s acknowledge/s City’s written notice in which to elect to the number of Parking Spaces Lessee will lease up to the full 185 Parking Spaces. At the end of the thirty (30)-day period, only the number of Parking Spaces for which Lessee has timely exercised its option shall be leased to Lessee by the City and become Leased Spaces. Thereafter, Lessee shall have no further right to lease any other Parking Spaces. Lessee specifically acknowledges that the Purchaser/s has/have no objection Parking Lot is a public lot and shall be open to the samepublic at all times during the term of this Agreement. The Purchaser/s is/are aware that such Mechanical Notwithstanding the foregoing, the Parking may also require Spaces shall be allocated and reserved on a valet system by appointment of qualified drivers and parking operators, for ease of parking and removing of vehicles from the parking slots in the Mechanical Parking system. The Purchaser/s hereby confirm/s that the Purchaser/s has/have no objection to the same and that the Purchaser/s shall not park his/her/their car/s at any other place in the Proposed Sale Building other than specifically non-designated basis solely for the parking use of the vehicles project throughout the term of the Purchaser/s. The Purchaser/s hereby agree/s and undertake/s that the Purchaser/s shall bear the costs and expenses of the maintenance of such Mechanical Parking system or also keep such valet parking facility at his/her/their costs for parking or removal of cars from the Mechanical Parking system. The Purchaser/s shall not refuse to bear such costs and/or expenses on the ground of non-utilization of such Mechanical Parking system or valet parking facility or on any other ground whatsoever and howsoever arisingthis Agreement.

Parking Spaces. In the event that Buyer exercises the Option in accordance herewith and consummates the purchase of the Shares as contemplated herein, Buyer, Seller and the Company agree to the following, in consideration for the mutual premises and covenants contained herein: (ia) For Within ninety (90) days from the effective management Closing Date, the Company shall (and Buyer shall cause the Company to) commence the construction on the Property of a commercial multi-story parking building containing no less than 495 parking spaces in and up to 20,000 square feet of commercial retail space on the Proposed Sale Building ground floor (the “Parking Garage”). (b) The Company agrees to (and in order to avoid any later disputesBuyer shall cause the Company to) complete, at the Company’s sole cost and expense, the Developer shall earmark parking spaces Parking Garage not later than seven hundred and twenty (open720) days from the Commencement Date (the “Completion Date”); provided, in the podium or on the parking floors or in the ground or basement) of the Proposed Sale Buildings for exclusive use thereof by certain acquirers of premises in the Proposed Sale Building depending on availability. The Purchaser/s agree however, that the Developer Company shall be entitled to do such earmarking a ninety (90) day grace period to complete the Parking Garage in the event of a delay caused by a flooding which directly affects the construction of the Parking Garage, a hurricane which affects the northeastern portion of the island of Puerto Rico, or any other unavoidable casualty or other causes beyond the control and without the fault or negligence of the Company and which by the exercise of reasonable diligence the Company is unable to prevent or provide against. (c) In the event that the Parking Garage is not completed on or before the Completion Date or within the 90 day grace period referred to in clause (b) of this Section 6.3, Seller shall be entitled to a $1,000 credit per each day until completion of the Parking Garage, to be credited against the Parking Purchase Price (as hereinafter defined); provided, however, that the total amount to be credited against the Parking Purchase Price in accordance with this clause (c) shall not exceed $720,000. In the event that the $720,000 ceiling is reached and the Company has not yet completed the Parking Garage, then Seller, at its discretion sole option, may be excused from compliance with its obligation to purchase the Seller Parking Spaces (as hereinafter defined). (d) The Company shall (and Buyer shall cause the Purchaser/s hereby accept/s Company to) construct the decisions taken Parking Garage (i) in conformity with the Plans and Specifications and with all applicable present and future laws, ordinances, orders, rules, regulations and requirements of all Governmental Entities which may be applicable to the Parking Garage and/or the construction thereof; and (ii) in a good and workmanlike manner with materials of good quality. The Company shall (and Buyer shall cause the Company to) submit the Plans and Specifications to the Seller for its review and approval prior to commencing construction of the Parking Garage. The Company shall obtain Seller’s prior written consent to any and all material changes to the Plans and Specifications. . (e) Upon completion of the Parking Garage by the Developer Company, the Company shall (and Buyer agrees to cause the Company to), at its sole cost and expense, within sixty (60) days after the Completion Date, submit the Property, the Parking Garage and all other improvements on the Property to the Puerto Rico Condominium Act (31 L.P.R.A. § 1291 et seq.) to create a condominium regime (the “Regime”) containing at least 495 separate and individual parking space units (the “Parking Spaces”), provided that the form and substance of the deed of constitution of condominium regime, by-laws and all other documents and instruments relating to the Regime shall subject to Seller’s approval, which approval shall not be unreasonably withheld by Seller. (f) Within thirty (30) days after the constitution of the Regime at the offices of Seller’s counsel in relation the Commonwealth of Puerto Rico at ten (10) o’clock in the morning (the “Parking Closing Date”), or such other date or place as may be mutually agreed to such earmarking of car by the Parties, the Company agrees to (and Buyer shall cause the Company to) sell to Seller (or to any entity designated by Seller) and Seller agrees to purchase from the Company, two hundred (200) Parking Spaces (the “Seller Parking Spaces”) for a purchase price equal to TWENTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($27,500) per individual parking spaces. The Purchaser/s further agree/s and undertake/s that space, for a total aggregate purchase price equal to FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000) (the “Parking Purchase Price”), pursuant to formation a separate purchase agreement which shall include the terms and registration conditions set forth in this Section 6.3. As a condition to Seller’s obligation to purchase the Seller Parking Spaces as contemplated in this Section 6.3, Seller and Buyer shall agree to the specific individual parking spaces to be sold to Seller. On the date of the Common Legal Entity or Apex Legal Entity, as the case maybe and admission sale of the Purchaser/s Seller Parking Spaces to Seller, the Company and Seller agree to (and Buyer shall cause the Company to) execute and deliver a deed of individualization and sale containing the following terms and conditions: (i) the Company shall transfer and convey the Seller Parking Spaces to Seller free and clear of all liens and encumbrances (other than the provisions of all documents relating to the Common Legal Entity or Apex Legal Entity, as governance of the case maybe as member/s thereof, the Purchaser/s shall cast his/her/their votes Regime and recorded in the first general meeting or shareholders’ meetingRegistry of Property) and Seller shall pay to the Company the Parking Purchase Price, less the Escrow Parking Deposit (as the case may be, of the Common Legal Entity or Apex Legal Entity, as the case maybe in favour of approving such car parking earmarking as done by the Developer so that the respective person/s in whose favour the Developer has/have earmarked the car parking spaces, will be allotted such respective car parking space/s by the Common Legal Entity or Apex Legal Entity, as the case maybe for exclusive use thereof, along with rights of transferability in respect thereof.hereinafter defined); (ii) Notwithstanding what is stated in Clause 18(ithe Company shall undertake and accept with respect to the Seller Parking Spaces the warranties of title and against latent defects imposed on sellers of real property by the Puerto Rico Civil Code; (iii) above, real property taxes and assessments relating to the Purchaser/s acknowledge/s and understand/s that a majority Seller Parking Spaces as of the car parking spaces that will date of sale for the then current fiscal year shall be provided for deemed to accrue on a daily basis and shall be apportioned between Seller and the Company as of such date of sale; (iv) the deed of individualization and sale shall be executed before a Notary Public selected by Seller and Seller shall pay the notarial tariff applicable to such deed; (v) the Company shall pay the cost of all internal revenue and legal assistance stamps required to be cancelled on the original of the deed of individualization and sale and Seller shall pay the cost of all internal revenue and legal assistance stamps required to be cancelled on the first certified copy of such deed as well as the cost of the recordation of such certified copy in the Proposed Sale Building Registry of Property; and (g) On the Closing Date Seller shall be in deliver to Banco Popular de Puerto Rico, as escrow agent (the form of “Escrow Agent”) for Seller and Buyer, an automated stack, mechanical pit or tower parking system or any other form of automated or mechanical parking wherein, there may be or may not be any specific identified spot/place which may be earmarked for a particular occupant of premises in amount equal to FOUR HUNDRED THOUSAND DOLLARS ($400,000) (the Proposed Sale Building and which shall be designed to minimize the area and/or volume required for parking cars (hereinafter referred to as “the Mechanical ParkingEscrow Parking Deposit”). The Purchaser/s is/Escrow Agent shall hold the Escrow Parking Deposit in a segregated interest-bearing escrow account. In the event that the Seller acquires the Seller Parking Spaces as contemplated in this Section 6.3, the Escrow Parking Deposit and all income earned thereon shall be applied to the Parking Purchase Price (and Seller may so instruct the Escrow Agent in writing). In the event that Seller elects to terminate its obligation to purchase the Seller Parking Spaces as contemplated in clause (c) of this Section 6.3, the Escrow Parking Deposit and all income earned thereon shall be reimbursed to Seller (and Seller may so instruct the Escrow Agent in writing). (h) Seller and its representatives and agents shall be entitled, at any reasonable time and upon reasonable notice, from time to time after the Completion Date and prior to the Parking Closing Date, to enter the Parking Garage and inspect all work done, labor performed and materials furnished with respect to the Parking Garage and the Seller Parking Spaces. Seller shall prepare and sign an inspection statement listing any defect in workmanship or materials which Seller discovers. If such defects listed in the inspection statement are aware not corrected on or prior to the Parking Closing Date, Seller, at its sole option, may (i) extend the Parking Closing Date for such additional time as Seller elects until such defects are corrected, or (ii) require that the Company agree to a provision in the deed of individualization and sale whereby the Company covenants to correct such Mechanical Parking involves or may involve operation defects within a reasonable period of one or more automated machine/s for parking and removing cars time, but nevertheless within ninety (90) days from the Mechanical date of execution of the Parking system Closing Date, and an amount reasonably estimated to equal the same could be time-consuming and the Purchaser/s acknowledge/s that the Purchaser/s has/have no objection to the same. The Purchaser/s is/are aware that cost of such Mechanical Parking may also require a valet system by appointment of qualified drivers and parking operators, for ease of parking and removing of vehicles correction is withheld from the parking slots purchase price and placed in the Mechanical Parking system. The Purchaser/s hereby confirm/s that the Purchaser/s has/have no objection to the same and that the Purchaser/s shall not park his/her/their car/s at any other place in the Proposed Sale Building other than specifically designated for the parking of the vehicles of the Purchaser/s. The Purchaser/s hereby agree/s and undertake/s that the Purchaser/s shall bear the costs and expenses of the maintenance of such Mechanical Parking system or also keep such valet parking facility at his/her/their costs for parking or removal of cars from the Mechanical Parking system. The Purchaser/s shall not refuse to bear such costs and/or expenses on the ground of non-utilization of such Mechanical Parking system or valet parking facility or on any other ground whatsoever and howsoever arising“escrow”.

Parking Spaces. (a) H/C I Owner grants to each other Owner, other than (except as provided in Section 3(b) of this Article VII) H/C II Owner and Mall II Owner, the non-exclusive right to use all the Parking Spaces in the Phase I Automobile Parking Area on a "first come, first served" basis, subject to the provisions of this Agreement; provided that such Owner is using its Lot for its Permitted Use. In no event shall any Owner's rights and easements relating to parking comprise less than the minimum number of Parking Spaces which shall be in such a location as shall be necessary for such Owner (i) For to be in compliance with all applicable Legal Requirements with respect to Parking Spaces and (ii) to conduct its business on or in its Lot in accordance with its Permitted Use (collectively, the effective management "MINIMUM PARKING STANDARDS"); provided, however, that H/C I Owner shall have no obligation to alter or expand the Phase I Automobile Parking Area in order to accommodate increased parking needs imposed upon any other Owner as a consequence of a change in the applicable Legal Requirements applicable to such Owner or a change in the intended use of such Owner's Lot. H/C I Owner may make any Alterations to the Phase I Automobile Parking Area, so long as such Alterations are consistent with the Minimum Parking Standards of each Owner. Each Owner acknowledges and confirms that as of the date hereof, its rights and easements relating to parking are consistent with its Minimum Parking Standards. (b) If H/C II Owner shall construct a new and separate parking structure (the "PHASE II AUTOMOBILE PARKING AREA") on the Phase II Land for the use by H/C II Owner, Mall II Owner, H/C I Owner, Mall I Owner and SECC Owner of all the parking spaces in the Proposed Sale Building Phase II Automobile Parking Area on a non-exclusive "first come, first served" basis, then H/C I Owner shall grant to H/C II Owner and Mall II Owner the non-exclusive right to use all the Parking Spaces in order the Phase I Automobile Parking Area on a "first come, first served" basis, from and after the date the Phase II Automobile Parking Area shall be made available for such use to avoid any later disputesall Owners; provided that (i) such use of the Phase I Automobile Parking Area and of the Phase II Automobile Parking Area shall satisfy the Minimum Parking Standards with respect to each of H/C I Owner, Mall I Owner and SECC Owner, and (ii) a Commercially Reasonable Owner of each of the Phase I Hotel/Casino, the Developer Phase I Mall and the SECC would consent to such use by H/C II Owner and Mall II Owner. If H/C II Owner shall earmark parking spaces construct the Phase II Automobile Parking Area to be used in accordance with the provisions of this subsection 3(b) of Article VII, (openi) H/C I Owner and H/C II Owner shall agree on a commercially reasonable plan to share the costs of operating and maintaining the Automobile Parking Areas which, in the podium or case of each of SECC Owner and Mall I Owner, a Commercially Reasonable Owner would agree to and which is not likely to have a Material Adverse Effect on the parking floors or in the ground or basement) of the Proposed Sale Buildings for exclusive use thereof by certain acquirers of premises in the Proposed Sale Building depending on availability. The Purchaser/s agree that the Developer shall be entitled to do such earmarking at its discretion Owner, and the Purchaser/s hereby accept/s the decisions taken by the Developer in relation to such earmarking of car parking spaces. The Purchaser/s further agree/s and undertake/s that pursuant to formation and registration of the Common Legal Entity or Apex Legal Entity, as the case maybe and admission of the Purchaser/s to the Common Legal Entity or Apex Legal Entity, as the case maybe as member/s thereof, the Purchaser/s shall cast his/her/their votes in the first general meeting or shareholders’ meeting, as the case may be, of the Common Legal Entity or Apex Legal Entity, as the case maybe in favour of approving such car parking earmarking as done by the Developer so that the respective person/s in whose favour the Developer has/have earmarked the car parking spaces, will be allotted such respective car parking space/s by the Common Legal Entity or Apex Legal Entity, as the case maybe for exclusive use thereof, along with rights of transferability in respect thereof. (ii) Notwithstanding what is stated H/C II Owner shall commence and continue to maintain the Phase II Automobile Parking Area in Clause 18(i) above, the Purchaser/s acknowledge/s and understand/s that a majority of the car parking spaces that will be provided for in the Proposed Sale Building shall be in the form of an automated stack, mechanical pit or tower parking system or any other form of automated or mechanical parking wherein, there may be or may not be any specific identified spot/place which may be earmarked for a particular occupant of premises in the Proposed Sale Building and which shall be designed to minimize the area and/or volume required for parking cars (hereinafter referred to as “the Mechanical Parking”). The Purchaser/s is/are aware that such Mechanical Parking involves or may involve operation of one or more automated machine/s for parking and removing cars from the Mechanical Parking system and the same could be timeFirst-consuming and the Purchaser/s acknowledge/s that the Purchaser/s has/have no objection to the same. The Purchaser/s is/are aware that such Mechanical Parking may also require a valet system by appointment of qualified drivers and parking operators, for ease of parking and removing of vehicles from the parking slots in the Mechanical Parking system. The Purchaser/s hereby confirm/s that the Purchaser/s has/have no objection to the same and that the Purchaser/s shall not park his/her/their car/s at any other place in the Proposed Sale Building other than specifically designated for the parking of the vehicles of the Purchaser/s. The Purchaser/s hereby agree/s and undertake/s that the Purchaser/s shall bear the costs and expenses of the maintenance of such Mechanical Parking system or also keep such valet parking facility at his/her/their costs for parking or removal of cars from the Mechanical Parking system. The Purchaser/s shall not refuse to bear such costs and/or expenses on the ground of non-utilization of such Mechanical Parking system or valet parking facility or on any other ground whatsoever and howsoever arisingclass manner.

Parking Spaces. Landlord hereby grants to Tenant and persons -------------- designated by Tenant (i"Tenant's Designated Parkers") For a license to use the effective management number of reserved parking spaces set forth in Paragraph 12 of the Basic Lease ------------ Provisions in that certain parking structure constructed on the Land ("Garage"), subject to payment of the charge therefor set forth in Paragraph 12 of the Basic ------------ Lease Provisions. Prior to the Commencement Date, Landlord and Tenant shall agree in good faith upon the location of the reserved parking spaces to be allocated to Tenant's Designated Parkers as of the Commencement Date, it being understood and agreed that such reserved parking spaces shall be contiguous parking spaces located on the second or third level of the Parking Garage and shall be reasonably convenient to the entrances to the Building. Landlord shall have the right, upon thirty (30) days' written notice to Tenant, to relocate such reserved spaces, provided that such reserved spaces shall remain contiguous parking spaces located on the second or third level of the Parking Garage and shall be reasonably convenient to the entrances to the Building. The term of such license will commence on the Commencement Date and will continue until the earliest to occur of the Expiration Date, termination of the Lease, or Tenant's abandonment of the Premises. During the term of this license, Tenant will pay Landlord the monthly charge for such reserved spaces in the Garage in advance, with Tenant's payment of each monthly installment of Base Rent. No deductions from the monthly charge will be made for days on which the Garage are not used by Tenant. However, Tenant may reduce the number of parking spaces hereunder (whether reserved or unreserved), at any time, by providing at least thirty (30) days' advance written notice to Landlord, accompanied by any key-card, sticker or other identification or entrance system provided by Landlord or its parking contractor. Tenant's reduction of the number of parking spaces will be irrevocable. The remaining parking spaces which Tenant shall have a license to use pursuant to Paragraph 12 of the Basic Lease Provisions shall be unreserved ------------ (as determined by Landlord from time to time) parking spaces in the Proposed Sale Building Garage and in order to avoid any later disputesthe surface parking lot located on the north side of the Building, the Developer shall earmark it being understood and agreed that Tenant's use of such parking spaces (open, in the podium or on the parking floors or in the ground or basement) of the Proposed Sale Buildings for exclusive use thereof by certain acquirers of premises in the Proposed Sale Building depending on availability. The Purchaser/s agree that the Developer shall be entitled to do such earmarking at its discretion and the Purchaser/s hereby accept/s the decisions taken by the Developer in relation to such earmarking of car parking spaces. The Purchaser/s further agree/s and undertake/s that pursuant to formation and registration of the Common Legal Entity or Apex Legal Entity, as the case maybe and admission of the Purchaser/s to the Common Legal Entity or Apex Legal Entity, as the case maybe as member/s thereof, the Purchaser/s shall cast his/her/their votes in the first general meeting or shareholders’ meeting, as the case may be, of the Common Legal Entity or Apex Legal Entity, as the case maybe in favour of approving such car parking earmarking as done by the Developer so that the respective person/s in whose favour the Developer has/have earmarked the car parking spaces, will be allotted such respective car parking space/s by the Common Legal Entity or Apex Legal Entity, as the case maybe for exclusive use thereof, along with rights of transferability in respect thereof. (ii) Notwithstanding what is stated in Clause 18(i) above, the Purchaser/s acknowledge/s and understand/s that on a majority of the car parking spaces that will be provided for in the Proposed Sale Building shall be in the form of an automated stack, mechanical pit or tower parking system or any other form of automated or mechanical parking wherein, there may be or may not be any specific identified spot/place which may be earmarked for a particular occupant of premises in the Proposed Sale Building and which shall be designed to minimize the area and/or volume required for parking cars (hereinafter referred to as “the Mechanical Parking”). The Purchaser/s is/are aware that such Mechanical Parking involves or may involve operation of one or more automated machine/s for parking and removing cars from the Mechanical Parking system and the same could be time-consuming and the Purchaser/s acknowledge/s that the Purchaser/s has/have no objection to the same. The Purchaser/s is/are aware that such Mechanical Parking may also require a valet system by appointment of qualified drivers and parking operators, for ease of parking and removing of vehicles from the parking slots in the Mechanical Parking system. The Purchaser/s hereby confirm/s that the Purchaser/s has/have no objection to the same and that the Purchaser/s shall not park his/her/their car/s at any other place in the Proposed Sale Building other than specifically designated for the parking of the vehicles of the Purchaser/s. The Purchaser/s hereby agree/s and undertake/s that the Purchaser/s shall bear the costs and expenses of the maintenance of such Mechanical Parking system or also keep such valet parking facility at his/her/their costs for parking or removal of cars from the Mechanical Parking system. The Purchaser/s shall not refuse to bear such costs and/or expenses on the ground of non-utilization of such Mechanical Parking system or valet parking facility or on any other ground whatsoever and howsoever arisingexclusive basis.

Parking Spaces. So long as the Lease shall remain in -------------- effect, Tenant or persons designated by Tenant shall have the right (ibut not the obligation) For during the effective management Term of this Lease to rent up to ten (10) unreserved parking spaces. In the event Tenant fails to use any of such parking space for a period in excess of one hundred eighty (180) days, Landlord shall have the right to terminate Tenant's right to any such parking space upon notice to Tenant. Upon such notice, Landlord's obligation to provide such terminated parking spaces shall terminate. Tenant's obligation to pay for such terminated parking spaces shall terminate upon Tenant's return of any key-card, sticker, or other identification or entrance enabling device provided by Landlord. Landlord shall have no obligation to provide Tenant, and Tenant shall have no right to, any parking spaces that are so terminated by Landlord. On the Effective Date, the rental rate for unreserved parking spaces in the Proposed Sale Building and in order is$140.00 per month. In addition, Landlord shall provide parking to avoid any later disputes, the Developer shall earmark parking spaces (open, Tenant in the podium or Approximate Garage, commencing on the parking floors or Fourth Expansion Space Rental Commencement Date, under the terms and conditions set forth in the ground Parking Agreement attached to this Amendment as Exhibit E-1. ----------- Broker. Tenant represents and warrants that it has not been represented ------ by any broker or basementagent in connection with the negotiation or execution of this document except ▇▇▇▇▇▇▇ Realty Corporation ("▇▇▇▇▇▇▇"). Tenant shall indemnify and hold harmless Landlord from and against all claims (including costs of defense and investigation) of the Proposed Sale Buildings for exclusive use thereof by certain acquirers any other broker or agent or similar party claiming to have represented Tenant in connection with this Amendment. Landlord shall indemnify and hold harmless Tenant from and against all claims (including costs of premises defense and investigation) of any broker or agent or similar party claiming to have represented Landlord in the Proposed Sale Building depending on availabilityconnection with this Amendment. The Purchaser/s agree that the Developer Landlord shall be entitled solely liable for any fee or commission due to do such earmarking at be paid to ▇▇▇▇▇▇▇ under the Commission Registration Agreement dated June 14, 2000, entered into between Landlord and ▇▇▇▇▇▇▇ for its discretion and the Purchaser/s hereby accept/s the decisions taken by the Developer services rendered in relation to such earmarking of car parking spaces. The Purchaser/s further agree/s and undertake/s that pursuant to formation and registration of the Common Legal Entity or Apex Legal Entity, as the case maybe and admission of the Purchaser/s to the Common Legal Entity or Apex Legal Entity, as the case maybe as member/s thereof, the Purchaser/s shall cast his/her/their votes in the first general meeting or shareholders’ meeting, as the case may be, of the Common Legal Entity or Apex Legal Entity, as the case maybe in favour of approving such car parking earmarking as done by the Developer so that the respective person/s in whose favour the Developer has/have earmarked the car parking spaces, will be allotted such respective car parking space/s by the Common Legal Entity or Apex Legal Entity, as the case maybe for exclusive use thereof, along connection with rights of transferability in respect thereofthis Amendment. (ii) Notwithstanding what is stated in Clause 18(i) above, the Purchaser/s acknowledge/s and understand/s that a majority of the car parking spaces that will be provided for in the Proposed Sale Building shall be in the form of an automated stack, mechanical pit or tower parking system or any other form of automated or mechanical parking wherein, there may be or may not be any specific identified spot/place which may be earmarked for a particular occupant of premises in the Proposed Sale Building and which shall be designed to minimize the area and/or volume required for parking cars (hereinafter referred to as “the Mechanical Parking”). The Purchaser/s is/are aware that such Mechanical Parking involves or may involve operation of one or more automated machine/s for parking and removing cars from the Mechanical Parking system and the same could be time-consuming and the Purchaser/s acknowledge/s that the Purchaser/s has/have no objection to the same. The Purchaser/s is/are aware that such Mechanical Parking may also require a valet system by appointment of qualified drivers and parking operators, for ease of parking and removing of vehicles from the parking slots in the Mechanical Parking system. The Purchaser/s hereby confirm/s that the Purchaser/s has/have no objection to the same and that the Purchaser/s shall not park his/her/their car/s at any other place in the Proposed Sale Building other than specifically designated for the parking of the vehicles of the Purchaser/s. The Purchaser/s hereby agree/s and undertake/s that the Purchaser/s shall bear the costs and expenses of the maintenance of such Mechanical Parking system or also keep such valet parking facility at his/her/their costs for parking or removal of cars from the Mechanical Parking system. The Purchaser/s shall not refuse to bear such costs and/or expenses on the ground of non-utilization of such Mechanical Parking system or valet parking facility or on any other ground whatsoever and howsoever arising.

Parking Spaces. (a) H/C I Owner grants to Mall I Owner and SECC Owner and (once the Phase II Automobile Parking Area is made available to H/C I Owner, Mall I Owner and SECC Owner) to H/C II Owner and Mall II Owner the non-exclusive right to use all the Parking Spaces in the Phase I Automobile Parking Area on a "first come, first served" basis, subject to the provisions of this Agreement; provided that such Owner is using its Lot for its Permitted Use. H/C II Owner grants to each of the Owners the non-exclusive right to use all the Parking Spaces in the Phase II Automobile Parking Area on a "first come, first served" basis, subject to the provisions of this Agreement; provided that such Owner is using its Lot for its Permitted Use. (b) In no event shall any Owner's rights and easements relating to parking comprise less than the minimum number of Parking Spaces which shall be in such a location as shall be necessary for such Owner (i) For to be in compliance with all applicable Legal Requirements with respect to Parking Spaces and (ii) to conduct its business on or in its Lot in accordance with its Permitted Use (collectively, the effective management of parking spaces in "Minimum Parking Standards"); provided, however, that neither H/C I Owner nor H/C II Owner shall have any obligation to alter or expand the Proposed Sale Building and Automobile Parking Areas in order to avoid accommodate increased parking needs imposed upon any later disputesother Owner as a consequence of a change in the applicable Legal Requirements applicable to such Owner or a change in the intended use of such Owner's Lot. H/C I Owner and H/C II Owner may make any Alterations to the Phase I Automobile Parking Area and Phase II Automobile Parking Area, respectively, so long as such Alterations are consistent with the Developer Minimum Parking Standards of each Owner. Each Owner acknowledges and confirms that as of the date hereof, its rights and easements relating to parking are consistent with its Minimum Parking Standards. (c) H/C I Owner and H/C II Owner shall earmark parking spaces (openagree on a commercially reasonable plan to share the costs of operating and maintaining the Automobile Parking Areas which, in the podium or on the parking floors or in the ground or basement) case of the Proposed Sale Buildings for exclusive use thereof by certain acquirers each of premises in the Proposed Sale Building depending on availability. The Purchaser/s SECC Owner, Mall I Owner and Mall II Owner, a Commercially Reasonable Owner would agree that the Developer shall be entitled to do such earmarking at its discretion and the Purchaser/s hereby accept/s the decisions taken by the Developer in relation to such earmarking of car parking spaces. The Purchaser/s further agree/s and undertake/s that pursuant to formation and registration of the Common Legal Entity or Apex Legal Entity, as the case maybe and admission of the Purchaser/s to the Common Legal Entity or Apex Legal Entity, as the case maybe as member/s thereof, the Purchaser/s shall cast his/her/their votes in the first general meeting or shareholders’ meeting, as the case may be, of the Common Legal Entity or Apex Legal Entity, as the case maybe in favour of approving such car parking earmarking as done by the Developer so that the respective person/s in whose favour the Developer has/have earmarked the car parking spaces, will be allotted such respective car parking space/s by the Common Legal Entity or Apex Legal Entity, as the case maybe for exclusive use thereof, along with rights of transferability in respect thereof. (ii) Notwithstanding what is stated in Clause 18(i) above, the Purchaser/s acknowledge/s and understand/s that a majority of the car parking spaces that will be provided for in the Proposed Sale Building shall be in the form of an automated stack, mechanical pit or tower parking system or any other form of automated or mechanical parking wherein, there may be or may not be any specific identified spot/place which may be earmarked for a particular occupant of premises in the Proposed Sale Building and which shall be designed is not likely to minimize the area and/or volume required for parking cars (hereinafter referred to as “the Mechanical Parking”). The Purchaser/s is/are aware that have a Material Adverse Effect on such Mechanical Parking involves or may involve operation of one or more automated machine/s for parking and removing cars from the Mechanical Parking system and the same could be time-consuming and the Purchaser/s acknowledge/s that the Purchaser/s has/have no objection to the same. The Purchaser/s is/are aware that such Mechanical Parking may also require a valet system by appointment of qualified drivers and parking operators, for ease of parking and removing of vehicles from the parking slots in the Mechanical Parking system. The Purchaser/s hereby confirm/s that the Purchaser/s has/have no objection to the same and that the Purchaser/s shall not park his/her/their car/s at any other place in the Proposed Sale Building other than specifically designated for the parking of the vehicles of the Purchaser/s. The Purchaser/s hereby agree/s and undertake/s that the Purchaser/s shall bear the costs and expenses of the maintenance of such Mechanical Parking system or also keep such valet parking facility at his/her/their costs for parking or removal of cars from the Mechanical Parking system. The Purchaser/s shall not refuse to bear such costs and/or expenses on the ground of non-utilization of such Mechanical Parking system or valet parking facility or on any other ground whatsoever and howsoever arisingOwner.

Parking Spaces. (ia) For Throughout the effective management Term, Tenant and Tenant’s Visitors shall have the right to use of (a) all of the automobile parking spaces to be constructed on the Land as part of the Base Building/Site Work (the “Parking Spaces”), as depicted on Sheet 5 of 17 of the Site Plans annexed hereto as Schedule J, subject to modifications of the Site Plans as permitted in Schedule B; and (b) all loading dock bays in the Proposed Sale Building Building. Subject to modifications of the Site Plans as permitted in Schedule B, Landlord and Tenant acknowledge that the Site Plans show a total of nine hundred seven (907) parking spaces, which includes forty five (45) exterior “banked parking spaces” that may be constructed at Tenant’s option subject to and in order to avoid any later disputesaccordance with Schedule B (the “Banked Parking”), the Developer shall earmark parking spaces and twenty one (open, in the podium or on the parking floors or in the ground or basement21) of the Proposed Sale Buildings for exclusive use thereof by certain acquirers of premises in the Proposed Sale Building depending on availability. The Purchaser/s agree that the Developer shall be entitled to do such earmarking at its discretion and the Purchaser/s hereby accept/s the decisions taken by the Developer in relation to such earmarking of car covered parking spaces. The Purchaser/s further agree/s Tenant’s right to use the Parking Spaces and undertake/s that pursuant to formation and registration of the Common Legal Entity or Apex Legal Entity, as the case maybe and admission of the Purchaser/s loading dock bays shall be subject to the Common Legal Entity right of Landlord to use Parking Spaces and the loading dock bays from time to time in connection with the performance of Landlord’s obligations under this Lease. Landlord shall have no obligation to police the Parking Spaces or Apex Legal Entity, as to otherwise enforce the case maybe as member/s thereof, the Purchaser/s parking rights granted to Tenant hereunder. Landlord shall cast his/her/their votes in the first general meeting or shareholders’ meeting, as the case may be, have no liability to Tenant for any violation of the Common Legal Entity or Apex Legal Entity, as the case maybe in favour of approving such car these parking earmarking as done rights by the Developer so that the respective person/s in whose favour the Developer has/have earmarked the car parking spaces, will be allotted such respective car parking space/s by the Common Legal Entity or Apex Legal Entity, as the case maybe for exclusive use thereof, along with rights of transferability in respect thereofany third party. (iib) Notwithstanding what is stated The Parking Spaces shall be used by Tenant and Tenant’s Visitors only for parking of automobiles in Clause 18(iconnection with Tenant’s business conducted in the Premises and for no other purposes. Landlord will have no liability for any damage to vehicles on the Premises or for any loss of property from within such vehicles, or for any injury suffered by Tenant’s employees or Tenant’s Visitors, except to the extent caused by Landlord or Landlord’s Agents negligence or willful misconduct. (c) aboveSubject to the requirements of this Section 37.1(c) and other applicable provisions of this Lease, Tenant may, at its sole cost and expense and after the Purchaser/s acknowledge/s and understand/s that a majority of Commencement Date, pave over the car detention basin on the Premises to provide for up to an additional fifty (50) parking spaces that will be provided for in on the Proposed Sale Building shall be in Premises (the form of an automated stack, mechanical pit or tower parking system or any other form of automated or mechanical parking wherein, there may be or may not be any specific identified spot/place which may be earmarked for a particular occupant of premises in the Proposed Sale Building and which shall be designed to minimize the area and/or volume required for parking cars (hereinafter referred to as “the Mechanical ParkingAdditional Parking Area”). The Purchaser/s is/are aware Tenant hereby covenants and agrees that such Mechanical the initial installation of the Additional Parking involves Area and related Alterations (including elimination of the detention basin and installation of any necessary replacement drainage facilities) shall be subject to the provisions of, and shall constitute Major Work under, Section 7.5, provided, however, notwithstanding the provisions of Section 7.5, Landlord agrees not to unreasonably withhold, delay or may involve operation condition its approval of one or more automated machine/s for parking and removing cars from Tenant’s initial installation of the Mechanical Additional Parking system Area and the same could be time-consuming related Alterations. Tenant shall, at its sole cost and expense, comply with all Legal Requirements (including, without limitation, Environmental Laws) and Insurance Requirements and procure and maintain all necessary permits and approvals required in connection with the Purchaser/s acknowledge/s that the Purchaser/s has/have no objection to the same. The Purchaser/s is/are aware that such Mechanical Parking may also require a valet system by appointment of qualified drivers operation, installation, maintenance, repair, alteration and parking operators, for ease of parking and removing of vehicles from the parking slots in the Mechanical Parking system. The Purchaser/s hereby confirm/s that the Purchaser/s has/have no objection to the same and that the Purchaser/s shall not park his/her/their car/s at any other place in the Proposed Sale Building other than specifically designated for the parking replacement of the vehicles of the Purchaser/s. The Purchaser/s hereby agree/s Additional Parking Area and undertake/s that the Purchaser/s shall bear the costs and expenses of the maintenance of such Mechanical Parking system or also keep such valet parking facility at his/her/their costs for parking or removal of cars from the Mechanical Parking system. The Purchaser/s shall not refuse to bear such costs and/or expenses on the ground of non-utilization of such Mechanical Parking system or valet parking facility or on any other ground whatsoever and howsoever arisingrelated Alterations.