R2006-40 AUTHORIZING AGREEMENT WITH GMRI, INC.

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' Decatur—06G0023 c8 - final ' 10/19/O5, 10/20/05,10/21/O5, 10/24/O5, 11/11/O5, 12/20/O5, 1/31/06 1. The O.E.A. is the primary document governing the development and use of the Property and Center. Additionally, at Closing, Buyer and Seller will enter into an agreement providing for the following easements,restrictions and covenants("ECR"). The parties will use good faith efforts to agree upon the details of the ECR within the first 60 days of the Due Diligence Period; failing which, either Seller or Buyer shall have the right to terminate this Agreement at any time thereafter until agreement is reached by written notice to the other party. Upon termination the Deposit will be returned to Buyer and thereafter neither party shall have any further liability or obligation under this Agreement except for the restoration and indemnity obligations set forth in Section 4.b. of this Agreement. a. Access Easements. Seller will grant perpetual, non-exclusive easements to Buyer for the benefit of the Property for passenger and vehicular ingress and egress over the drive aisles and curb cuts on that portion of the Developer Tract(defined on Exhibit"A-8")located outside the Property. b. Parking Easements. Seller will grant perpetual non-exclusive easements for parking to Buyer, for the benefit of the Property, over the parking areas of that portion of the Developer Tract located outside the Property. c. Utilities. Seller will grant to Buyer for the benefit of the Property, perpetual non-exclusive easements over the area comprising that portion of the Developer Tract located outside of the Property for installation, operation, flow, passage, use, maintenance, connection, repair, relocation and removal of utility lines serving the Property d. No Build Area. Seller and Buyer acknowledge and agree that the area shown cross-hatched on Exhibit"E"("No Build Area")is material to the value and operation of the Property. Accordingly, Seller and Buyer agree as follows: (i)The No-Build Area is restricted such that it shall at all times remain and be used as a parking area, with access and landscaping incidental thereto, for the non-exclusive benefit of the ' Parcel and the Center. No temporary or permanent structures are permitted within the No-Build � Area other than light poles,curbing and traffic signs. (ii) The No-Build Area shall not be reduced or materially modified without Buyer's I prior written consent. (iii) No portion of the No-Build Area shall be designated or reserved for the exclusive use of any occupant of the Center, or any other person, nor shall the No-Build Area be designated as an employee parking area. e. Parkin�Ratio. The Developer Tract shall at all times maintain sufficient parking spaces for restaurants to meet the greater of(1) the amount required by applicable governmental code, and (2) 15 parking spaces for each 1,000 square feet of floor area. For the purpose of this provision, "floor area" means the total number of square feet of each floor in a building, regardless of whether it is occupied, measured from the exterior line of exterior walls and from the center line of any party or interior common walls. £ Restaurant Restrictions. Until the earlier of(i) 30 years after the date this ECR is recorded, or (ii) the date that an Italian restaurant, or seafood restaurant, as applicable, ceases operation on the Property, no portion of the Center(other than the portion owned by Target Corporation and Lot 3 of the Center), (individually and collectively "Restricted Property") shall be used as a restaurant that features either Italian food or seafood. "Features" means that those food items comprise more than 20% of the menu offerings. However, the foregoing restriction will not be applicable to (i) the sale of unprepared 10