Common use of SPECIAL ASSETS Clause in Contracts

SPECIAL ASSETS. (a) Neither Carlyle 14 nor Carlyle 15 will have any interest in any of the Artwork described on EXHIBIT "B" hereto, any benefits therefrom to accrue to Mxxxxxx Partners; provided that if any such artwork shall hereafter be removed from its present location, Mxxxxxx Partners shall promptly replace any Artwork it causes or permits to be removed with other artwork comparable in size and appearance to that so removed, in compliance with any governmental requirements presently in effect and with all requirements in the Permitted Exceptions, Tenant Leases, Loan Documents and Continuing Contracts (as such terms are defined in that certain Agreement Re: Purchase and Sale of Partnership Interests among Mxxxxxx Partners, Carlyle and Cxxxxxx Properties, Inc. dated June 28, 1985) relating to artworks in or around the Building, and shall promptly restore and finish the Property to first-class condition after any such removal. (b) Mxxxxxx Partners shall have the right, on behalf of the Company, to covenant to the City of Los Angeles any and all "Excess Parking Capacity" (as hereinafter defined) in the Off-Site Parking Facility, pursuant to Section 12.26E5 of the Los Angeles Municipal Code, or any successor provision, for the benefit of any third party for the maintenance of off-street parking spaces for the construction, operation or other benefit of any other development projects or structures in the City of Los Angeles and to receive and own any consideration paid by third parties for such Excess Parking Capacity (all gain and income recognized by the Company for income tax purposes due to such consideration being allocated to Mxxxxxx Partners); provided, however, that no person shall be entitled to actually occupy parking spaces within the Off-Site Parking Facility without both obtaining the consent of the Company and paying to the Company the prevailing market rate for comparable parking rights in downtown Los Angeles, to which Carlyle 14 and Carlyle 15 will be entitled in accordance with their Company interests. As used herein, "Excess Parking Capacity" means that number of code compliance automobile parking spaces in the Off- Site Parking Facility equal to the excess, if any, of (a) the total number of code compliance automobile parking spaces in the Off-Site Parking Facility, over (b) the aggregate number of automobile parking spaces covenanted to the City of Los Angeles or otherwise restricted (including restrictions which are to become effective at some future date) so as to be unavailable for covenanting to the City of Los Angeles for the benefit of third parties.