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7 and the Emerson Parcel came into the ownership of MacArthur Place
<br />LLC, a California limited liability Company ("MacArthur LLC'"). Lot
<br />6, which is improved with an office building, came into the
<br />ownership of Brookfield Imperial, Inc., a California corporation,
<br />and as of the date of this Agreement is owned by an entity commonly
<br />referred to as Lend Lease.
<br />10. On January 17, 1992, BGS and MacArthur Partners
<br />entered into that certain Parking License Agreement, recorded on
<br />November 25, 1992 as Instrument No. 92-812883 in the office of
<br />Orange County Recorder, as amended by that certain First Amendment
<br />to Parking License Agreement, dated May 3, 1993, recorded on July
<br />1, 1993, as Instrument No. 93-0442416 (collectively, the "Parking
<br />License Agreement"). Paragraph 9 of the Parking License Agreement
<br />provides that the Parking License Agreement automatically
<br />terminates if the City has not approved the Parking License
<br />Agreement within one hundred eighty (180) days after recordation of
<br />the Parking License Agreement. City represents and warrants that
<br />the City did not receive a request. for. City approval of the Parking
<br />License Agreement within the foregoing described one hundred eighty
<br />(180) day period.
<br />11. On October 28, 1992, BGS and MacArthur Partners,
<br />entered into that certain Assignment of Development Rights,
<br />recorded on November 25, 1992, as Instrument No. 92-812887 in the
<br />office of the Orange County Recorder, and re -recorded as Instrument
<br />No. 93-0162935 in the office of the Orange County Recorder (the
<br />"Assignment of Rights Re Lots 1-411), pursuant to which MacArthur
<br />Partners was purportedly assigned all of BGS's right, title, and
<br />interest that relate to Lots 1, 2, 3, and 4, in and to the
<br />Development Agreement, SD Plan No. 43, and DDA to the extent BGS
<br />was legally entitled to make such an assignment.
<br />12. On February 10, 1998, First American, as Buyer, and
<br />MacArthur LLC, as Seller, entered into that certain Purchase and
<br />Sale Agreement and Joint Escrow Instructions ("Purchase Agreement")
<br />pursuant to which First American acquired fee title to all of the
<br />portions of the MacArthur Place Site owned by MacArthur LLC, namely
<br />Lot 5, Lot 7, and all of the Emerson Parcel (collectively, "First
<br />American Acquisition Area").
<br />13. In light of the subdivision of MacArthur Place and
<br />in view of the fact that MacArthur Place would not be developed by
<br />a single private development entity but rather by multiple,
<br />unrelated private entities (including First American), on April 6,
<br />1998 the City, First American., and MacArthur LLC entered into that
<br />certain Project Im lementation Agreement to identify and allocate
<br />to First American, with respect to the First American Acquisition
<br />Area, certain rights and obligations under and pursuant to the
<br />Development Agreement and the various agreements previously entered
<br />into by and between, or by and among, the City and various private
<br />parties pertaining to the development of MacArthur Place, with the
<br />right of First American to assign, from time to.time and more than
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