Common use of Easement Clause in Contracts

Easement. Grantor hereby grants, gives and conveys to Grantee a non-exclusive right, privilege and easement to use the Parking Lot from time to time as legally described on Exhibit B, attached hereto and incorporated herein by reference and depicted on Exhibit C, attached hereto and incorporated herein by reference (the “Easement Area”), for the purposes of ingress and egress, public travel and parking of vehicles upon completion of construction of such Parking Lot (the “Easement”). Grantee’s Easement rights shall be shared in common with the invitees, licensees, employees, contractors and guests of Grantor and its tenants of the Project. The Easement shall terminate without any additional action of Grantor or Grantee upon the later of (i) the date upon which the Subordinate Bonds and any Subordinate Obligations (as defined in the Development Agreement) are satisfied in full, or (ii) the date upon which the Impact Fee Payments (as defined in the Development Agreement) are satisfied and paid in full. Grantor shall have the right, from time to time, to change the location of any portion of the Parking Lot on Grantor’s Property provided such relocation does not reduce or unreasonably impair the usefulness or function of the portion of the Parking Lot which Grantor seeks to relocate and that access for pedestrian and vehicular traffic on Grantor’s Property is not unreasonably restricted or its enjoyment in any way materially impaired by such changes. In such event, Grantor shall record with the St. Louis County Recorder of Deeds a certificate setting forth the legal description of such relocated Parking Lot as it exists on Grantor’s Property. Grantor, on behalf of itself and all future owners of Grantor’s Property, expressly reserves all of its rights which are not inconsistent with the use and enjoyment of the Easement and this Agreement, including, without limitation, reasonable restrictions upon use of the Parking Lot, as follows: (a) The storage of wrecked or disassembled vehicles in various stages of disrepair anywhere in the Parking Lot is expressly prohibited; (b) No person shall park a vehicle in the Parking Lot for the principal purpose of displaying such vehicle for sale; (c) No person shall park a vehicle in the Parking Lot for the principal purpose of repairing such vehicle except such repairs necessitated by an emergency; (d) No person shall park any vehicle in the Parking Lot in such a manner or under such conditions as to leave available less than ten (10) feet of the width of roadway for free movement of vehicular traffic; (e) No person shall park a vehicle with a gross licensed weight in excess of twelve thousand (12,000) pounds in the Parking Lot, except for a period of not to exceed two (2) hours for the purpose of and while actually engaged in loading and unloading merchandise or passengers; (f) No person shall park a motor vehicle within the Parking Lot for a period of time exceeding six (6) hours during such hours that the Project is open to the general public; and (g) No person shall park a motor vehicle within the Parking Lot for a period of time exceeding two (2) hours during such hours that the Project is not open to the general public.

Easement. Grantor hereby grants(a) The Council and Authorised Users may, gives and conveys to Grantee a non-exclusive right, privilege and easement to use the Parking Lot from time to time as legally described on Exhibit B, attached hereto and incorporated herein by reference and depicted on Exhibit C, attached hereto and incorporated herein by reference (the “Easement Area”), for the purposes of ingress and egress, public travel and parking of vehicles upon completion of construction of such Parking Lot (the “Easement”). Grantee’s Easement rights shall be shared in common with the inviteesGrantor, licenseeshave full and free right to pass and ▇▇▇▇▇▇ at all times over and across the Easement Site for pedestrian access purposes including but not limited to access to and from any public road and beyond: (i) on foot; and/or (ii) with wheelchairs or other disability access aids; and (iii) with or without animals; and (iv) with bicycles (being walked or ridden); and (v) without vehicles. (b) In exercising the rights granted by this easement, employeesthe Council and Authorised Users must: (i) cause as little inconvenience as practicable to the Grantor, contractors and guests of Grantor and its tenants any occupier of the Project. The Easement shall terminate without Lot Burdened; and (ii) cause as little damage as is practicable to the Lot Burdened and any additional action of Grantor or Grantee upon improvements on it. (c) Except as otherwise agreed in writing with the later of Council: (i) the date upon which Grantor is to keep and maintain the Subordinate Bonds Easement Site and any Subordinate Obligations (as defined structure within the area in a good and tidy condition and in a proper state of repair to the Development Agreement) are satisfied in full, or satisfaction of the Council, (ii) the date upon which Grantor is to, at its Cost, maintain, replace, renew or carry out any other work within the Impact Fee Payments (as defined in the Development Agreement) are satisfied and paid in full. Grantor shall have the right, from time to timeEasement Site, to change enable it to be properly and safely used for public access, (iii) prior to carrying out any work within the location of Easement Site which may render any portion of the Parking Lot on Grantor’s Property provided such relocation does not reduce or unreasonably impair the usefulness or function of the portion of the Parking Lot which Grantor seeks to relocate and that access for pedestrian and vehicular traffic on Grantor’s Property is not unreasonably restricted or its enjoyment in any way materially impaired by such changes. In such event, Grantor shall record with the St. Louis County Recorder of Deeds a certificate setting forth the legal description of such relocated Parking Lot as it exists on Grantor’s Property. Grantor, on behalf of itself and all future owners of Grantor’s Property, expressly reserves all of its rights which are not inconsistent with the use and enjoyment part of the Easement and this Agreement, including, without limitation, reasonable restrictions upon use Site unavailable for at least 48 hours (not being work that may materially impact on the usability of any part of the Parking LotEasement Site on a permanent basis), as follows:the Grantor is to, at its Cost, obtain written approval (such approval not to be withheld unreasonably) from the Council, and all Approvals necessary, for such work and the Council will use all reasonable endeavours to respond within 30 days of a written request for approval, (aiv) The storage prior to carrying out any work within the Easement Site which may materially impact on the usability of wrecked any part of the Easement Site on a permanent basis, the Grantor is to, at its Cost, obtain written approval from the Council, such approval which may be given or disassembled vehicles in various stages withheld at the Council’s sole discretion within 30 days of disrepair anywhere in the Parking Lot is expressly prohibited;a written request for approval, and (bv) No person shall park a vehicle in the Parking Lot for Council is not required to maintain, replace, renew or carry out any other work within the principal purpose of displaying such vehicle for sale; (c) No person shall park a vehicle in the Parking Lot for the principal purpose of repairing such vehicle except such repairs necessitated by an emergency;Easement Site. (d) No If the Grantor fails to comply with any of its obligations under this easement, then (i) the Council may notify the Grantor of that failure; and (ii) should the Grantor not rectify that failure to comply with its obligations under this Easement within 14 days of receiving that notice (or dispute the notice within that time), then the Council or any person shall park authorised by the Council may enter the Easement Site with or without machinery, tools and equipment to repair, replace or otherwise remedy any vehicle in breach by the Parking Lot in Grantor and the Grantor is to pay the Council’s Costs of doing so within 14 days of a written request for payment of such a manner or under such conditions as to leave available less than ten (10) feet of the width of roadway for free movement of vehicular traffic;Costs. (e) No person shall park Any Costs incurred by the Council in remedying a vehicle with breach by the Grantor that is not paid within the time required for payment may be recovered by the Council as a gross licensed weight debt due in excess a court of twelve thousand (12,000) pounds in the Parking Lot, except for a period of not to exceed two (2) hours for the purpose of and while actually engaged in loading and unloading merchandise or passengers;competent jurisdiction. (f) No person shall park a motor vehicle within the Parking Lot for a period of time exceeding six (6) hours during such hours that the Project is open The Grantor may temporarily restrict access to the general public; andEasement Site in an Emergency Situation provided that it gives as much notice as is practicable to the Council and uses all reasonable endeavours to resolve the Emergency Situation and restore access to the Easement Site as soon as possible. The Council or the Grantor may erect temporary signage or barriers on the Easement Site to temporarily restrict access to the Easement Site by members of the public under this easement if either of them reasonably forms the view that such access is unsafe. (g) No person shall park a motor vehicle within The Grantor releases the Parking Lot for a period Council from all claims associated with: (i) the death of time exceeding two or any injury to any person; or (2ii) hours during such hours that the Project is not open damage to or destruction of the property of any person, in connection with the exercise by the Council or any of its Authorised Users of the rights under this instrument, except to the general publicextent that any such death, injury, damage or destruction are caused by the negligence or default of the Council. (h) The Grantor indemnifies the Council from and against all claims that may be sustained, suffered, recovered or made against the Council arising in connection with the performance of the Grantor’s obligations under this instrument except to the extent that any such claim is caused by the negligence or default of the Council. (i) The rights and obligations implied under Schedule 8 of the Act do not apply to this easement.

Easement. Grantor Grantor, and for and on behalf of his, her, its or their heirs, administrators, executors, successors and assigns, and for and on behalf of anyone claiming by, through or under Grantor, does hereby grantsgrant, gives bargain, sell and conveys to convey unto Grantee and its successors and assigns, a perpetual, non-exclusive righteasement in, privilege on, over, under, across and easement to use through that certain portion of the Parking Lot from time to time School Property shown as legally described the "10' x 15' Water Vault Easement" on Exhibit Bthat certain plat titled "Water Vault Easement #1 Cliftondale Elementary School" prepared for The ▇▇▇▇▇▇ County Board of Education, dated August 21, 2012, and sealed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, G.R.L.S. No. 3043, attached hereto as Exhibit "A" and incorporated herein by reference this reference, and depicted on Exhibit C, as more particularly described in the legal description of said easement area attached hereto as Exhibit "B" and incorporated herein by this reference (the “"Easement Area”"). The rights, benefits, privileges, and easements granted herein are for the purposes of ingress and egress, public travel and parking of vehicles upon completion of construction of such Parking Lot (the “Easement”). Grantee’s Easement rights shall be shared in common with the invitees, licensees, employees, contractors and guests of Grantor and its tenants purpose of the Project. The Easement shall terminate without any additional action of Grantor or Grantee upon installation, construction, enlargement, use, replacement, reconstruction, maintenance, testing, inspection and repair, and the later of (i) the date upon which the Subordinate Bonds and any Subordinate Obligations (as defined in the Development Agreement) are satisfied in full, or (ii) the date upon which the Impact Fee Payments (as defined in the Development Agreement) are satisfied and paid in full. Grantor shall have the right, from time to time, to change the location of any portion of the Parking Lot on Grantor’s Property provided such relocation does not reduce or unreasonably impair the usefulness or function of the portion of the Parking Lot which Grantor seeks to relocate and that access for pedestrian and vehicular traffic on Grantor’s Property is not unreasonably restricted or its enjoyment in any way materially impaired by such changes. In such event, Grantor shall record with the St. Louis County Recorder of Deeds a certificate setting forth the legal description of such relocated Parking Lot as it exists on Grantor’s Property. Grantor, on behalf of itself and all future owners of Grantor’s Property, expressly reserves all of its rights which are not inconsistent with the non-exclusive use and enjoyment of the Easement Installations to channel, distribute or transport water, storm water, sewerage, reuse water or such other liquid substances Grantee may find necessary to manage, treat, distribute or dispose of, together with the right to perform such excavation, grading, and this Agreementgeneral earth disturbing activities necessary or incidental thereto, includingand together with all rights, without limitationmembers and appurtenances to said easement and right-of- way in any way appertaining or belonging. The easements granted herein shall include: i. all rights, reasonable restrictions upon benefits, privileges, and easements necessary or convenient for the full enjoyment and use of the Parking Lot, as follows: (a) The storage of wrecked or disassembled vehicles in various stages of disrepair anywhere in Easement Area for the Parking Lot is expressly prohibitedpurposes described herein; (b) No person shall park a vehicle in ii. the Parking Lot for right of entry into and upon the principal purpose of displaying such vehicle for sale; (c) No person shall park a vehicle in the Parking Lot for the principal purpose of repairing such vehicle except such repairs necessitated by an emergency; (d) No person shall park any vehicle in the Parking Lot in such a manner or under such conditions as to leave available less than ten (10) feet of the width of roadway for free movement of vehicular traffic; (e) No person shall park a vehicle with a gross licensed weight in excess of twelve thousand (12,000) pounds in the Parking Lot, except for a period of not to exceed two (2) hours School Property for the purpose of access and while actually engaged ingress to and egress from the Easement Area in loading order to effect the rights, privileges and unloading merchandise or passengerseasements set forth herein; (f) No person shall park a motor vehicle within iii. the Parking Lot right to cut away and keep clear, remove and dispose of all trees, undergrowth or other obstructions now or as may exist on the Easement Area, which removal is necessary for a period Grantee's use and enjoyment of time exceeding six (6) hours during such hours that the Project is open to the general publiceasements, rights and privileges granted herein; and (g) No person shall park a motor vehicle within iv. the Parking Lot for a period right, when required by law, governmental regulation or necessity to conduct scientific, geotechnical, archaeological or other studies, investigation or other testing on or below the ground surface of time exceeding two (2) hours during such hours that the Project is not open to the general publicEasement Area.

Easement. (a) In exercising the rights under this Easement, the Council and Authorised Users: (i) must cause as little inconvenience as practicable to the Grantor, and any occupier of the Lot Burdened; (ii) must cause as little damage as is practicable to the Lot Burdened and any improvements on it; (iii) when travelling in a Vehicle, must not exceed 5km/h in the Easement Site; (iv) must not park or stand any Vehicle in the Easement Site; and (v) must comply with all other reasonable requirements of the Grantor hereby grantsin relation to the direction of traffic, gives safety, and conveys use of the Easement Site. (b) Prior to Grantee carrying out any work within the Easement Site at any time after the date of commencement of construction of the Trafficable Surface , which may render any part of the Easement Site unavailable for at least 48 hours (not being work that may materially impact on the usability of any part of the Easement Site on a non-exclusive right, privilege and easement to use the Parking Lot from time to time as legally described on Exhibit B, attached hereto and incorporated herein by reference and depicted on Exhibit C, attached hereto and incorporated herein by reference (the “Easement Area”permanent basis), the Grantor is to, at its Cost, obtain written approval (such approval not to be withheld unreasonably) from the Council, and all Approvals necessary, for such work and the Council will use all reasonable endeavours to respond within 30 days of a written request for approval. (c) Prior to carrying out any work within the Easement Site which may materially impact on the usability of any part of the Easement Site on a permanent basis as contemplated in this instrument, the Grantor is to, at its Cost, obtain written approval from the Council, such approval which may be given or withheld at the Council’s sole discretion within 30 days of a written request for approval. (d) If at any time after the date of commencement of construction of the Trafficable Surface, the Grantor intends to temporarily restrict access to the Easement Site, it can do so in an Emergency Situation provided that it gives as much notice as is practicable to the Council and any registered proprietor of a Neighbouring Lot and Owners Corporation of a Neighbouring Strata Scheme and uses all reasonable endeavours to resolve the Emergency Situation and restore access to the Easement Site as soon as possible. The Council or the Grantor may erect temporary signage or barriers on the Easement Site to temporarily restrict access to the Easement Site by members of the public under this easement if either of them reasonably forms the view that such access is unsafe. (e) The rights and obligations implied under Schedule 8 of the Act do not apply to this easement. (f) Nothing in this instrument requires the Council to construct, maintain, repair, renew or replace any surface or structure on the Easement Site or to incur any Costs in that regard. (g) Following the construction of the Trafficable Surface pursuant to clause 2.1(b), the Grantor authorises any Responsible Entity nominated by Council in writing to the Grantor and their contractors, to enter the Easement Site to carry out works to maintain, repair, renew or replace any surface or structure on the Easement Site consistent with the purposes of ingress and egress, public travel and parking of vehicles upon completion the Easement at the Responsible Entity’s own Cost. (h) Until such time as the commencement of construction of such Parking Lot (the “Easement”). Grantee’s Trafficable Surface on the Easement rights shall be shared in common with Site the invitees, licensees, employees, contractors Grantor is to maintain the Easement Site and guests once commencement of Grantor and its tenants construction of the ProjectTrafficable Surface occurs, the Grantor is not responsible to maintain, repair, renew or replace any surface or structure on the Easement Site or incur any Costs in that regard. (i) Notwithstanding the rights granted to an Authorised User or nominated Responsible Entity under this easement, upon request of the Council the Grantor is to negotiate in good faith with a Responsible Entity nominated by the Council the terms of an agreement or arrangement (such as an easement and covenant) whereby the Responsible Entity takes responsibility to construct, maintain, repair, renew or replace the Trafficable Surface within the Easement Site. Nothing in this clause, modifies the other restrictions and purpose of the Easement or requires the Grantor to construct, repair, renew or improve the Trafficable Surface.. (j) The Easement shall terminate without any additional action of Grantor or Grantee upon releases the later of Council from all claims associated with: (i) the date upon which the Subordinate Bonds and death of or any Subordinate Obligations (as defined in the Development Agreement) are satisfied in full, or injury to any person; or (ii) the date upon which damage to or destruction of the Impact Fee Payments (as defined in the Development Agreement) are satisfied and paid in full. Grantor shall have the right, from time to time, to change the location property of any portion person, in connection with the exercise by the Council or any of its Authorised Users or nominated Responsible Entities or their contractors of the Parking Lot on rights under this easement, except to the extent that any such death, injury, damage or destruction are caused by the negligence or default of the Council . (k) The Grantor indemnifies the Council from and against all claims that may be sustained, suffered, recovered or made against the Council arising in connection with the performance of the Grantor’s Property provided such relocation does not reduce obligations under this easement except to the extent that any claim is caused by the negligence or unreasonably impair the usefulness or function default of the portion of the Parking Lot which Grantor seeks to relocate and that access for pedestrian and vehicular traffic on Grantor’s Property is not unreasonably restricted or its enjoyment in any way materially impaired by such changes. In such event, Grantor shall record with the St. Louis County Recorder of Deeds a certificate setting forth the legal description of such relocated Parking Lot as it exists on Grantor’s Property. Grantor, on behalf of itself and all future owners of Grantor’s Property, expressly reserves all of its rights which are not inconsistent with the use and enjoyment of the Easement and this Agreement, including, without limitation, reasonable restrictions upon use of the Parking Lot, as follows:Council. (a) The storage of wrecked or disassembled vehicles in various stages of disrepair anywhere in the Parking Lot is expressly prohibited; (bl) No person shall park a vehicle in may oblige the Parking Lot for Grantor to construct or improve the principal purpose Trafficable Surface over the Easement Site or make it capable of displaying such vehicle for sale;handling additional traffic loads or volumes. (cm) No person may access the Easement Site for, or in relation to, major construction work on a Neighbouring Lot or Neighbouring Strata Scheme except for the construction of the Trafficable Surface. For the avoidance of doubt, no person shall park access the Easement Site with a vehicle in the Parking Lot for the principal purpose of repairing such vehicle except such repairs necessitated by an emergency; (d) No person shall park any vehicle in the Parking Lot in such other than a manner or under such conditions as to leave available less than ten (10) feet of the width of roadway for free movement of vehicular traffic; (e) No person shall park a vehicle with a gross licensed weight in excess of twelve thousand (12,000) pounds in the Parking Lot, except for a period of not to exceed two (2) hours for the purpose of and while actually engaged in loading and unloading merchandise or passengers; (f) No person shall park a motor vehicle within the Parking Lot for a period of time exceeding six (6) hours during such hours that the Project is open to the general public; and (g) No person shall park a motor vehicle within the Parking Lot for a period of time exceeding two (2) hours during such hours that the Project is not open to the general publicVehicle.

Easement. Grantor hereby grants, gives and conveys to Grantee (a) Declarant reserves a perpetual non-exclusive righteasement for the Owners of the Benefited Property to install, privilege operate, maintain, repair and easement replace storm drain lines under, across and within the Storm Drain Area. An Owner of Benefited Property shall have access to such portions of the Burdened Property as reasonably required to operate, maintain, repair and replace storm drain lines in the Storm Drain Area; provided, that except in an emergency, such access shall be only after prior written notice to the Owner of the Burdened Property upon which such Storm Drain Area is located and in the presence of a representative of the Owner of the Burdened Property. In the case of an emergency, the Owner of the Benefited Property shall endeavor to provide prior telephonic notice to the Owner of the Burdened Property of its intended access for emergency purposes, and shall provide written confirmation of its emergency activities as soon as practicable thereafter. (b) When performing work in the Storm Drain Area, an Owner of Benefited Property shall use commercially reasonable efforts to minimize any disruption to the Parking Lot from time Burdened Property. After the performance of any work in the Storm Drain Area by an Owner of Benefited Property, such Owner performing the work shall cause the affected portions of the Storm Drain Area to time be properly compacted and shall restore all improvements and landscaping affected in any way by such work to at least the condition of such improvements and landscaping as legally described on Exhibit Bexisted prior to such installation (including, attached hereto without limitation, replacing any damaged trees with trees of similar size and incorporated herein by reference and depicted on Exhibit C, attached hereto and incorporated herein by reference (type to the “Easement Area”trees damaged), and the Owner performing the work shall warranty that all such work shall be free of material defects for a period of one (1) year following the purposes of ingress and egress, public travel and parking of vehicles upon completion of construction of such Parking Lot work. (the “Easement”). Grantee’s Easement rights shall be shared in common with the invitees, licensees, employees, contractors and guests of Grantor and c) In its tenants use of the Project. The Easement shall terminate without any additional action storm drains in the Storm Drain Area, an Owner of Grantor or Grantee upon the later of Benefited Property shall: (i) the date upon which the Subordinate Bonds regularly inspect, and, at all times, maintain such Owner s facilities and any Subordinate Obligations (as defined related equipment in the Development Agreement) are satisfied good order and repair and in full, or (ii) the date upon which the Impact Fee Payments (as defined in the Development Agreement) are satisfied and paid in full. Grantor shall have the right, from time to time, to change the location of any portion of the Parking Lot on Grantor’s Property provided such relocation does not reduce or unreasonably impair the usefulness or function of the portion of the Parking Lot which Grantor seeks to relocate and that access for pedestrian and vehicular traffic on Grantor’s Property is not unreasonably restricted or its enjoyment in any way materially impaired by such changes. In such event, Grantor shall record with the St. Louis County Recorder of Deeds a certificate setting forth the legal description of such relocated Parking Lot as it exists on Grantor’s Property. Grantor, on behalf of itself and all future owners of Grantor’s Property, expressly reserves all of its rights which are not inconsistent with the use and enjoyment of the Easement and this Agreementproper operating condition, including, without limitation, reasonable restrictions upon clean-out, maintenance and repair of piping, catch basin filters and oil/water separators of such Owner; (ii) not permit any claim, lien or other encumbrances arising from such Owner s use of the Parking LotStorm Drain Area to accrue against or attach to the Burdened Property; (iii) comply with all laws, as follows: ordinances, regulations, requirements and permits applicable to the discharge from the Benefited Property owned by such Owner into the storm drain used by such Owner from and after the date hereof, including, without limitation, permits issued by the Oregon Department of Environmental Quality ( DEQ ) and the City of Portland Bureau of Environmental Services ( BES ) (acollectively, the Regulatory Requirements ); (iv) The storage provide for emergency response to prevent spills, releases or other unlawful discharges from entering into the storm drain lines and to prevent spills from discharging from an outfall into or beyond the slip (including provisions of wrecked appropriate sorbent booms or disassembled vehicles in various stages of disrepair anywhere other response in the Parking Lot is expressly prohibited; event of a discharge); (bv) No person shall park a vehicle periodically monitor Owner s stormwater quality, to the extent required by permits issued by the DEQ and/or the BES or pursuant to any other Regulatory Requirements; and (vi) indemnify, protect, defend and hold harmless the Declarant and the other Owners of the Burdened Property for, from and against claims, liabilities, costs and expenses arising out of event occurring after the date hereof in connection with such Owner s maintenance, repairs, operation, or replacement of storm drain lines and related equipment in the Parking Lot for Storm Drain Area and performance of such Owner s obligations of this Section 1(c). Any stormwater quality monitoring data which an Owner of the principal purpose Benefited Property is required to provide to DEQ or BES pursuant to Regulatory Requirements shall be provided to the Owner of displaying such vehicle for sale; (c) No person shall park a vehicle in the Parking Lot for the principal purpose of repairing such vehicle except such repairs necessitated by an emergency;Burdened Property not later than concurrently with its submission to DEQ and/or BES or other applicable regulatory agency. (d) No person The Owner of the Burdened Property on which a storm drain is located on shall park any vehicle have the right to relocate a storm drain in the Parking Lot in such Storm Drain Area to a manner or under such conditions as to leave available less than ten (10) feet different location of the width Property, as necessary to reasonably accommodate the needs of roadway the Owner of the Burdened Property and/or any of their tenants, subtenants, successors or assigns. so long as: (i) the Owner relocating the Storm Drain Area pays for free movement the entire cost of vehicular traffic;the relocation of such storm drain, and (ii) such relocation is performed so that at no time is the continuous use of such storm drain impaired or impeded in any manner. (e) No person If an Owner of Benefited Property fails to perform any obligation set forth in this Section 1, an Owner of the Burdened Property may send the non-performing Owner written notice of non-performance pursuant to the notice provisions of Section 4(h). If within thirty (30) days of such notice the non-performing Owner fails to send the Owner sending the non-performance notice a written notice either disputing the non-performance (which dispute shall park a vehicle be resolved by arbitration as provided herein) or acknowledging such non-performance and agreeing to commence the cure of such non-performance and diligently pursue such cure to completion, the Owner of the Benefited Property sending the non-performance notice shall have the right, but not the obligation, to institute arbitration hereunder to determine whether performance is required and, if required, to compel performance. If the Owner of the Benefited Property resolves an actual or alleged violation of any Regulatory Requirement with a gross licensed weight the agency responsible for enforcing such Regulatory Requirement, such resolution shall be conclusively deemed an adequate cure hereunder with respect to such Regulatory Requirement, regardless of whether the resolution is achieved in excess an administrative or judicial proceeding or is voluntary or involuntary on the part of twelve thousand (12,000) pounds the Owner of the Benefited Property. Nothing herein shall limit the liability of the Owner of the Benefited Property for claims brought by federal or other governmental agencies, third-party claims, or claims by the Owner of the Burdened Property not resolved in the Parking Lot, except for a period resolution of not to exceed two (2) hours for the purpose of and while actually engaged in loading and unloading merchandise or passengers;Regulatory Requirement violation. (f) In any emergency, an Owner of the Burdened Property shall make commercially reasonable efforts to notify the non-performing Owner of Benefited Property of the emergency and necessary performance. No person written notice to a non-performing Owner pursuant to Section 4(h) shall park a motor vehicle within be required before the Parking Lot for a period Owner of time exceeding six (6) hours during the Burdened Property shall have the right, but not the obligation, to cure any non-performance that resulted in such hours emergency, including, without limitation, such actions as may be necessary to prevent unlawful spills, releases or discharges by operating an emergency shut off valve. The Owner of the Burdened Property shall have reasonable access to the Benefited Property as necessary to access any emergency shut off valve located on the Benefited Property. In the event of an emergency in which an Owner of the Burdened Property cures or takes affirmative action to attempt to cure non-performance, the Owner of the Burdened Property shall have the right to seek reimbursement of the reasonable costs of performance from the non-performing Owner of the Benefited Property. The Owner of the Burdened Property shall indemnify and hold the Owner of the Benefited Property harmless to the extent that the Project is open actions of the Owner of the Burdened Property pursuant to the general public; andthis Section are negligent and exacerbate a spill, release or discharge. (g) No person To the extent more than one Owner uses a storm drain, all obligations hereunder with respect to such storm drain shall park a motor vehicle be joint and several; provided that if one such Owner expends any amount pursuant to this Declaration, such Owner may invoice the other Owners using such storm drain for such other Owner s pro rata share of the cost of such expenditure (based on the respective Owners volume of use of such storm drain) and the failure of the non-performing Owner to pay such invoice within thirty (30) days of written request therefor shall entitle the Parking Lot for a period of time exceeding two (2) hours during such hours that the Project is not open performing Owner to the general publicrights and remedies set forth in Section 2 below.

Easement. Grantor hereby grantsAt Settlement, gives and conveys Dranoff shall grant to Grantee the Township or to such other entity as the Township shall designate a non-exclusive right, privilege and perpetual easement to use the Parking Lot from time to time as legally described on Exhibit B, attached hereto and incorporated herein by reference and depicted on Exhibit C, attached hereto and incorporated herein by reference (the “Easement AreaParking Easement”)) in form and substance reasonably acceptable to Dranoff which among other things does not interfere with the quiet enjoyment of the residential tenants of the Cricket Portion of the Project (A) for parking, for the purposes of associated ingress and egress, public travel collection and repair of meters (or other mechanism for collecting parking fees) and related utilities, over, under, across and upon (i) the Cricket Public Parking Facility and (ii) the parking spaces and drive aisle (the “Retained Area”) existing as of vehicles the date hereof and located on the Cricket Lot outside the footprint of the Building, as shown on Exhibit “B,” and (B) for exercise of the rights set forth in Section 1.6(t) of this Agreement, over, under, across and upon the entire Cricket Lot, containing the following terms: (a) The Township or its designee shall have the right to determine the charges, if any, for parking on the Cricket Public Parking Facility and the Township or its designee shall receive the revenue, if any, from such parking. (b) Dranoff will perform all maintenance, repairs and replacements, including removal of snow and ice in covered and uncovered areas, but Township will reimburse Dranoff only for actual maintenance, repair and replacement expenses directly related or allocable to the Cricket Public Parking Facility. In the event that Dranoff does not perform such obligations in a timely, good and workmanlike manner, the Township shall have the right to perform any needed maintenance, repairs and replacements and Dranoff shall promptly reimburse the Township for any costs of such work which are not the Township’s responsibility hereunder. Notwithstanding the foregoing, Dranoff shall be obligated, at Dranoff’s sole cost and expense, to re-pave and re- stripe the Retained Area promptly following the completion of construction of such Parking Lot (the “Easement”). Grantee’s Easement rights shall be shared in common with the invitees, licensees, employees, contractors and guests of Grantor and its tenants Cricket Portion of the Project. (c) Dranoff will have an obligation to maintain and repair, at its expense, any structures which support or cover the Cricket Public Parking Facility. (d) The Township and Dranoff will negotiate the Parking Easement in good faith within 180 days after the date of this Agreement. The Township reserves the right to modify the Parking Easement shall terminate without any additional action of Grantor or Grantee upon to be the later of functional (ibut not necessarily legal) the date upon which the Subordinate Bonds and any Subordinate Obligations (as defined in the Development Agreement) are satisfied in full, or (ii) the date upon which the Impact Fee Payments (as defined in the Development Agreement) are satisfied and paid in full. Grantor shall have the right, from time to time, to change the location of any portion equivalent of the Parking Lot on Grantor’s Property provided such relocation does not reduce or unreasonably impair the usefulness or function easement described above, subject to satisfaction of the portion of the Parking Lot which Grantor seeks to relocate and that access for pedestrian and vehicular traffic on Grantor’s Property is not unreasonably restricted or its enjoyment requirements set forth in any way materially impaired by such changes. In such event, Grantor shall record with the St. Louis County Recorder of Deeds a certificate setting forth the legal description of such relocated Parking Lot as it exists on Grantor’s Property. Grantor, on behalf of itself and all future owners of Grantor’s Property, expressly reserves all of its rights which are not inconsistent with the use and enjoyment of the Easement and this AgreementSection 1.5, including, without limitation, reasonable restrictions upon use that the form and substance of the Parking Lot, as follows: (a) The storage of wrecked or disassembled vehicles in various stages of disrepair anywhere in the Parking Lot is expressly prohibited; (b) No person shall park a vehicle in the Parking Lot for the principal purpose of displaying such vehicle for sale; (c) No person shall park a vehicle in the Parking Lot for the principal purpose of repairing such vehicle except such repairs necessitated by an emergency; (d) No person shall park any vehicle in the Parking Lot in such a manner or under such conditions as resulting documents are reasonably acceptable to leave available less than ten (10) feet of the width of roadway for free movement of vehicular traffic; (e) No person shall park a vehicle with a gross licensed weight in excess of twelve thousand (12,000) pounds in the Parking Lot, except for a period of not to exceed two (2) hours for the purpose of and while actually engaged in loading and unloading merchandise or passengers; (f) No person shall park a motor vehicle within the Parking Lot for a period of time exceeding six (6) hours during such hours that the Project is open to the general public; and (g) No person shall park a motor vehicle within the Parking Lot for a period of time exceeding two (2) hours during such hours that the Project is not open to the general publicDranoff.