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NOW THEREFORE, in consideration of the above recitals and other good and valuable
<br />consideration, the receipt and sufficiency of which are acknowledged, HRA and RPC hereby
<br />covenant and agree as follows:
<br />1. Recitals. The foregoing recitals are true and correct and are incorporated herein
<br />by reference.
<br />2. Grant of Parkin Easement. Subject to the terms and conditions of this
<br />Agreement, including without limitation the termination right of HRA in Section 7.2, and subject
<br />to any covenants, conditions, restrictions, easements or other matters of record, HRA grants RPC
<br />a non-exclusive, appurtenant easement over the Easement Area to use, maintain, repair and
<br />replace and to allow RPC's tenants and RPC's and RPC's tenants' employees, guests and invitees
<br />(hereinafter the "Permitted Users") to use the Existing Improvements located in the Easement
<br />Area for 54 vehicle parking spaces (the "Parking Easement"). The Parking Easement is
<br />appurtenant to the RPC Property. HRA reserves the right, at HRA's sole cost and expense, to
<br />reconfigure the 54 parking spaces within the Parking Easement; provided HRA may not, as a
<br />part of any such reconfiguration, reduce the number of parking spaces within the Easement Area
<br />to less than 54 parking spaces.
<br />3. Grant of Access Easement. Subject to the terms and conditions of this Agreement,
<br />including without limitation the termination right of HRA in Section 7.2; subject to the right of
<br />HRA to restrict and confine the easement as described below; and subject to any covenants,
<br />conditions, restrictions, easements or other matters of record, HRA grants RPC a non-exclusive,
<br />appurtenant easement to use and to allow the Permitted Users to use the Easement Area for
<br />vehicular ingress and egress between the RPC Property and Sapphire Street and for pedestrian
<br />access between the Easement Area and the RPC Property ("Access Easement"). The Access
<br />Easement is appurtenant to the RPC Property. HRA reserves the right to record one or more
<br />amendments to this Agreement from time to time, without the consent or joinder of RPC, to
<br />restrict and confine the Access Easement to a drive lane of not less than 24 feet in width.
<br />4. Conditions of Use. During the term of the Parking Easement and the Access
<br />Easement, RPC must, at RPC's sole cost and expense, (a) maintain the Easement Area, as the
<br />same may be expanded pursuant to Section 7.1, in a clean and safe condition, including without
<br />limitation resurfacing, restriping, cleaning and removing snow from the Existing Improvements
<br />and the Expanded Parking Improvements, if any; (b) promptly repair and restore any damage to
<br />the Existing Improvements and the Expanded Parking Improvements, if any; (c) replace the
<br />Existing Improvements and Expanded Parking Improvements, if any, as reasonably necessary;
<br />(d) comply with all laws, regulations, rules, orders, statutes, or ordinances of any governmental
<br />entity in effect on or after the date hereof and applicable to the Parking Easement and Access
<br />Easement, as the same may be expanded; (e) if any taxes are assessed against the HRA Property
<br />due to the Parking Easement or the Access Easement, as the same may be expanded, or RPC's
<br />use of the Existing Improvements or the Expanded Parking Improvements, if any, reimburse
<br />HRA for any such taxes assessed against the HRA Property; (f) defend and indemnify HRA
<br />against any third party allegations and claims arising out of one or more Permitted User's use of
<br />the Existing Improvements, the Access Easement, and the Expanded Parking Improvements, if
<br />any, and indemnify HRA from and against any loss, cost, damage, liability, or expense arising
<br />out of such third party claims, all as set forth in Section 5. Except for the construction of
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