WRITTEN DEFAULT NOTICES, WRITTEN NOTICES
OF LAWSUITS, ARBITRATIONS, ADMINISTRATIVE PROCEEDINGS AND OTHER MATERIAL
HEARINGS AND WRITTEN NOTICES OF VIOLATIONS AFFECTING THE GROUND LEASE, THE
SUBLEASE, THE SCHWAB LEASE, SELLER'S LLC INTEREST AND/OR THE OTHER PROPERTY.
(E)
SCHWAB LEASE, SUBLEASE AND GROUND LEASE.
(I) FROM THE EFFECTIVE
DATE UNTIL CLOSING, SELLER SHALL NOT, AND SHALL CAUSE PROPERTY OWNER AND PXR TO
NOT, AMEND, MODIFY, EXTEND OR TERMINATE THE SCHWAB LEASE, THE SUBLEASE AND THE
GROUND LEASE OR ENTER INTO ANY CONSENT OR OTHER AGREEMENT WITH RESPECT TO THE
SCHWAB SUBLEASES (EXCEPT, IN EACH INSTANCE, TO THE EXTENT REQUIRED PURSUANT TO
THE TERMS OF THE APPLICABLE DOCUMENT OR TO THE EXTENT THAT ANY SUCH REQUIRED
CONSENT SOUGHT BY SCHWAB PURSUANT TO THE PROVISIONS OF ANY OF THE FOREGOING
DOCUMENTS MUST BE GIVEN BY PXLA PRIOR TO THE THEN SCHEDULED CLOSING DATE, IN
WHICH CASE
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SELLER SHALL CONSULT WITH PURCHASER AND PROVIDE PURCHASER WITH COPIES OF THE
RELEVANT DOCUMENTATION PRIOR TO GRANTING SUCH CONSENT (BUT SELLER SHALL HAVE THE
RIGHT TO GRANT OR DENY SUCH CONSENT IN ITS SOLE DISCRETION)).
SELLER HEREBY
EXPRESSLY CONSENTS TO PURCHASER, AT ANY TIME PRIOR TO OR AT CLOSING, NEGOTIATING
AND ENTERING INTO AMENDMENTS AND MODIFICATIONS TO THE SCHWAB LEASE, THE SUBLEASE
AND THE GROUND LEASE AND TO ENTER INTO ANY OTHER CONSENTS OR OTHER AGREEMENTS
WITH RESPECT TO SUCH LEASES SO LONG AS ANY SUCH AMENDMENT, MODIFICATION, CONSENT
OR OTHER AGREEMENT IS NOT EFFECTIVE UNLESS AND UNTIL THE CLOSING OCCURS, AND
SELLER RECEIVES COPIES OF ANY SUCH AMENDMENTS, MODIFICATIONS, CONSENTS AND OTHER
AGREEMENTS PROMPTLY AFTER PURCHASER'S EXECUTION THEREOF (BUT IN ALL EVENTS PRIOR
TO OR AT CLOSING).
SELLER WILL REASONABLY COOPERATE IN ANY ESCROW ARRANGEMENTS
IN CONNECTION WITH ANY AMENDMENTS AND MODIFICATIONS TO THE SCHWAB LEASE
NEGOTIATED BY PURCHASER IN ACCORDANCE WITH THIS SECTION 7.1(E)(I).
THE
AMENDMENT BETWEEN PURCHASER AND SCHWAB WHICH IS IN ESCROW ON THE DATE HEREOF IS
CALLED THE "EXISTING ESCROW SCHWAB AMENDMENT".
(II)
ATTACHED HERETO AS SCHEDULE 7.1(E)(II) IS A TRUE AND CORRECT
ITEMIZATION OF OPERATING EXPENSES FOR THE PARTIAL OPERATING YEARS FROM THE
COMMENCEMENT DATE (AS SUCH TERMS ARE DEFINED IN THE SCHWAB LEASE) THROUGH MAY
31, 2003.
(F)
STANDSTILL.
(I)
FROM THE EFFECTIVE DATE UNTIL CLOSING, SELLER SHALL NOT (AND
SELLER SHALL CAUSE PROPERTY OWNER NOT TO):
(I) MARKET SELLER'S LLC INTEREST,
THE GROUND LEASE, THE SUBLEASE, THE SCHWAB LEASE OR THE OTHER PROPERTY FOR SALE
OR DISPOSITION TO ANY OTHER PARTY, OR SELL, ENCUMBER, OR GRANT ANY INTEREST IN
OR TO SELLER'S LLC INTEREST, THE GROUND LEASE, SUBLEASE, SCHWAB LEASE OR THE
PROPERTY, (II) SOLICIT, NEGOTIATE OR ACCEPT OFFERS OR OTHERWISE ENTER INTO ANY
BINDING OR NON-BINDING AGREEMENT FOR A PURCHASE, FINANCING OR JOINT VENTURE
INVOLVING THE PROPERTY OR ANY INTEREST THEREIN WITH ANY OTHER PERSON OR ENTITY,
AND (III) OTHER THAN PERMITTED TRANSFERS, ENCUMBER, DISPOSE OF, SELL, CONVEY,
ASSIGN OR PLEDGE ANY INTEREST IN THE PROPERTY OR ANY TAX ABATEMENT OR OTHER TAX
RELIEF BENEFITS APPLICABLE TO THE PROPERTY, OR ANY INTEREST THEREIN OR OTHERWISE
ENTER INTO