R2006-40 AUTHORIZING AGREEMENT WITH GMRI, INC.

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interference with the business being operated on Pad B as is reasonably possibte, including but not limited to, assuring that access and utilities serving Pad B are maintained at all times. Alf such Work shall be diligerrtly pursued to completion, and any affected area ot Pad B shall be restored promptly after completion to as dose to the condition that existed immediately before such Work as is reasonably possible. Developer shalt not approve a replacement sign structure for Pylon Sign#1 that materially differs in shape, size, width and/or height from that shown on Exhibit C to the O.E.A. without the prior written approvat of Olive Garden, not to I�unreasonably withheld. C. Developer shall indemnify defend and hold Olive Garden harmless from and against any and all (iability, costs and damages relating to the Work, including, without limitation, injury and mechanics' liens. The liability insurance that Devetoper must maintain pursuant to the O.E.A. shall also oover Pylon Sign #1, and shall name Olive Garden as an additional named insured. Developer shall deliver certificates of ' insurance to Olive Garden evidencing the foregoing coverage within twenty-one (21) days of reoeipt of written request for same from Olive Garden. D. In the event Pylon Sign #1 is taken by condemhation, Olive Garden shall assign the proceeds from the condemnation award or settlemerrt relating to Pylon Sign #1 to Developer to construct a new sign structure in rep(acement of Pylon Sign #1 in acxordance with the O.E.A. in an area approved by Olive Garden, Target and Developer with comparable visibility as close to the original location as reasonably possible. If the award received for the sign structure is less than the cost to replace the sign structure, the Parties entitled to place panefs on the sign structure shall each pay a portion of such defiaency, which portion shall be equal to a fraction, the numerator of which is the number of square feet of panel area allocated to each pursuant to Exhibit C of the O.E.A., or the then approved design, even if such panel area is not �sed, and the denominator of which is the total number of square feet of identifiqtion panel area available on Pylon Sign #1; for the purpose of this calculation, if the name of the Shopping Center is located on Pylon Sign #1, then the space devoted to such name shall be considered a panel belonging to Developer. The award (whether paid separately or as part of a lump sum) attributable to each panel taken (after application of the award to the cost of replacement as hereinabove required) shall belong to the '�� owner thereof. The provisions of this Section 3.D shall continue after expiration of the term of this Agreement. 4. No-Buifd Areas. No temporary or permanent structures are permitted within the No-Build Areas, other than paving, light poles, curbing, storm drains and tr�c signs, such that the No-Build Areas may only be used for parking, driveways, sidewalks, curbing, storm drainage, lighting and landscaping incidental thereto, for the non-exclusive benefit of Olive Garden. The No-Build Areas may not be reduced or materially mod�ed without Olive Garden's prior written consent. No portion of the No- Build Areas shatl be designated or reserved for the exclusive use of any Occupant, or any other person, nor shall the No-Build Areas be designated as an °employee only' parking area.