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<br /> EXHIBIT C <br /> PA~GAGREEMENTOUTLINE <br /> The Parking Agreement shall be an easement running against the land upon which the <br /> Parking Facility is constructed and shall be appurtenant to and for the benefit of the Building and <br /> the Premises (and the tenants, occupants and users thereof, including Tenant). The Parking <br /> Agreement shall contain appropriate granting language and shall be recorded against the land on <br /> which the Parking Facility is to be constructed. <br /> The Parking Agreement shall also include the following terms and provisions in form and <br /> substance satisfactory to Tenant: <br /> 1. The Parking Facility anticipated under Section 518 of the Redevelopment <br /> Agreement must be commenced no later than the commencement of Tenant's <br /> Work Period and shall be completed no later than 210 days later. <br /> 2. The plans for the Parking Facility must be subject to the reasonable approval of <br /> Landlord and Tenant. <br /> 3. The Parking Facility shall be maintained and operated by the City (or a third party <br /> operator) in first-class, safe and secure condition and in good working order and <br /> repair, and shall be open and readily accessible (including lighting and security) <br /> by Tenant's patrons every day of the year (including weekends and holidays) <br /> from at least 2 hours before Tenant's opening each day until not earlier than 2 <br /> hours after the time of Tenant's closing each day. <br /> 4. The Parking Facility must contain in the aggregate, not less than the Minimum <br /> Parking Spaces (i.e., 900 parking spaces). Such parking spaces must be available <br /> for use by Tenant and Tenant's patrons throughout the Term of the Lease without <br /> charge. "Available" means on an unreserved, first-come, first-served basis <br /> without time limitation and not subject to leases or monthly or weekly <br /> arrangements. <br /> 5. The City shall adopt appropriate measures to ensure the Minimum Parking Spaces <br /> are in fact available for use by Tenant and Tenant's patrons as required by Section <br /> 12.3 of the Lease. "Appropriate measures" may include, for example, the <br /> initiation of (or increase in pre-existing) fees charged to non-theater users for use <br /> of the Parking Facility in an amount that shall reduce utilization of the Parking <br /> Facility by non-theater users to the point where the Minimum Parking Spaces are <br /> available for use by theater users as required in the Lease. <br /> 6. Tenant shall have the right to operate a valet parking service as anticipated in the <br /> Lease. <br /> CHG02:3091375.v8 <br /> . _....... .., <br />