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<br />Page | 22 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />Notwithstanding the foregoing, the County’s and/or Agency’s rights under this Section 5.2.2 are <br />hereby made subject and subordinate to the lien of each Leasehold Mortgage. <br />5.3 Tenant’s Assurance of Construction Completion. Prior to commencement of <br />construction of the Initial Improvements, or any phase thereof, within the Premises by Tenant, <br />Tenant shall furnish to Lessor evidence that assures Lessor that sufficient monies will be available to <br />complete the proposed construction. The amount of money available shall be at least the total <br />estimated construction cost. Such evidence may take one of the following forms: <br />5.3.1. Performance bond and labor and materials bond in a principal sum equal to the <br />total estimated construction cost supplied by Contractor or subcontractors, provided said bonds are <br />issued jointly to Tenant, County, Agency and any Leasehold Mortgagees as obligees. <br />5.3.2. Irrevocable letter of credit issued to Lessor from a financial institution to be in <br />effect until County and Agency acknowledges satisfactory completion of construction; <br />5.3.3. Cash deposited with the County or Agency (may be in the form of cashier’s <br />check or money order or may be electronically deposited); <br />5.3.4. A completion guaranty, in favor of County and Agency from an Affiliate of <br />The Related Companies of California, LLC, in a form reasonably acceptable to Lessor, coupled with <br />a repayment guaranty in favor of the senior construction lender for its loan; <br />5.3.4. Any combination of the above. <br />All bonds and letters of credit must be issued by a company qualified to do business in the State of <br />California and acceptable to Lessor. All bonds and letters of credit shall be in a form acceptable to <br />Lessor, County’s Risk Manager and City’s Risk Manager in their reasonable discretion, and shall <br />insure faithful and full observance and performance by Tenant of all terms, conditions, covenants, <br />and agreements relating to the construction of improvements within the Premises. <br />Tenant shall provide or cause its Contractor to provide payment and/or performance bonds in <br />connection with the construction of the Initial Improvements, and shall name the County and City as <br />an additional obligee on, with the right to enforce, any such bonds. <br />5.4 Ownership of Improvements. <br />5.4.1. For purposes of this Section 5.4, “Term” shall have the meaning stated in <br />Section 2.2.3. <br />5.4.2. During Term. Fee title to all personal property and Improvements <br />constructed or placed on the Premises by Tenant and paid for by Tenant are and shall be vested in <br />Tenant during the Term of this Lease, until the expiration or earlier termination thereof. Any and all <br />depreciation, amortization and tax credits for federal or state purposes relating to the Improvements <br />located on the Premises and any and all additions thereto shall be deducted or credited exclusively by <br />Tenant during the Term. The Parties agree for themselves and all persons claiming under them that <br />the Improvements are real property. <br />Commented [ST15]: We’ll want confirmation these <br />conditions are satified in the landlord estoppel. <br />EXHIBIT 11