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Cloverleaf Plaza-Mcdonalds EasementVan Buren, Arkansas Almay Highway, Cloverleaf Shopping Center L/C: 003-0301 Ouc Num260 7811193 *55. old M/31/207 t2.15:58 RM Filed 8 Retarded in the Official Recurd5 of L. BLOUN IRCUIT CLERK D.C. (E;e*p-arNUy Tim Slattery After Recor ng, return to: Tim Slattery McDonald's USA, LLC One McDonald's Plaza Oak Brook, IL 60523 EASEMENT AGREEMENT THIS EASEMENT AGREEMENT is dated June 1, 2007 between CLOVERLEAF PLAZA, LLC, an Arkansas limited liability company ("Grantor") and McDONALD"S USA, LLC, a limited liability company ("McDonald's"). The following statements are a material part of this agreement: A. McDonald's leases Parcel 1, described on Exhibit A attached, from Young 2006 Joint Trust, under that certain trust agreement dated September 9, 2006 ("McDonald's Lessor"), pursuant to that certain Ground Lease, dated September 29, 2006, between McDonald's Lessor and McDonald's ("McDonald's Lease"). B. The term of the McDonald's Lease is scheduled to expire on the date that is twenty (20) years after the date that a McDonald's restaurant opens to the public on Parcel 1. In addition, McDonald's has four (4) consecutive options to extend the McDonald's Lease for a period of five (5) years each. McDonald's agrees to enter into a supplement to this Easement Agreement setting forth the actual date of expiration of the McDonald's Lease on or before June 1, 2008. C. Grantor is the owner of Parcel 2 described in Exhibit B attached. D. Grantor wishes to grant and McDonald's wishes to receive certain easements over, under and across Parcel 2. THEREFORE, in consideration of TEN AND NO/100THS DOLLARS ($10.00) and other valuable consideration, the receipt and sufficiency of which are acknowledged, the following grants, agreements, covenants and restrictions are made: 1. INGRESS AND EGRESS EASEMENT Grantor grants and conveys to McDonald's during the term and any extensions of the McDonald's Lease or so long as McDonald has an ownership interest in Parcel 1 a non- exclusive easement for vehicular ingress and egress to and from Parcel 1, appurtenant to Parcel 1, over, upon and across that portion of Parcel 2 more particularly described in Exhibit C attached (the "Access Easement Area"). The term of this Easement Agreement shall commence on the date hereof and expire upon the later to occur of a) the termination of the McDonald's Lease, including any extensions thereto or b) the date McDonald's no longer has an ownership interest in Parcel 1, unless earlier terminated as provided below. 2. USE OF EASEMENT AREAS McDonald's, its franchisee and their respective employees, invitees, and agents will have the right of ingress and egress across the Access Easement Area for vehicular ingress and egress to and from Parcel 1 and such ingress and egress will be exercised in a reasonable manner. No trees, permanent buildings or other structures (except signs, medians and traffic V 5O\Dept\Lega11USLEGALIwest\Dallas\UU3-0301 (Van Buren)\Cloverleaf Easement 07.17.07(gnal).doc — ` control devices/equipment) shall be placed in or allowed to encroach upon the easement areas by Grantor, and no change of grade elevation or any excavation shall be performed by Grantor without prior written approval of McDonald's, which approval shall not be unreasonably withheld. However, the easement areas may be used by Grantor for landscaping or other purposes that do not then or later interfere with the granted easement uses. 3. INDEMNITY McDonald's hereby agrees to indemnify, protect, defend and hold Grantor harmless from and against any and all liabilities, claims, damages, actions, costs, losses, proceedings, causes of action and expenses of any nature (including, but not limited to, attorney's fees and costs) arising from, attributable to or in connection with the use of the Access Easement Area by McDonald's or its agents, employees, licensees, tenants or contractors occurring during the term of this Easement Agreement. Similarly, Grantor hereby agrees to indemnify, protect, defend and hold McDonald's harmless from and against any and all liabilities, claims, damages, actions, costs, losses, proceedings, causes of action and expenses of any nature (including, but not limited to, attorney's fees and costs) arising from, attributable to or in connection with the use of the Access Easement Area by Grantor or its agents, employees, licensees, tenants or contractors occurring during the term of this Easement Agreement. 4, WARRANTIES OF TITLE Grantor warrants that Grantor has good and indefeasible fee simple title to the easement areas, and that Grantor has the full right and lawful authority to grant these easements; provided, however, the rights of Grantor and McDonald's hereunder shall be subordinate to the terms of the access easement granted to the City of Van Buren, Arkansas and referenced in Section 7 below. 5. RUNNING OF BENEFITS All provisions of this instrument, including the benefits and burdens, run with the land and are binding upon and inure to the benefit of the heirs, assigns, licensees, invitees, successors, tenants, employees and personal representatives of the parties. 6. DEFAULT If there is a failure by Grantor to maintain the Access Easement Area as provided for in Article 7, continuing for 30 days, or in situations involving potential danger to the health or safety of persons in, on or about or substantial deterioration of the Access Easement Area, in each case after thirty (30) days advance written notice, McDonald's may, at its election, cure such failure or breach on behalf of Grantor. One-half (1/2) of any amount which McDonald's shall reasonably expend for such purpose, shall be paid to McDonald's on demand, upon delivery of its invoice. If there is a failure by McDonald's to pay the Annual Fee or any maintenance charges as provided for in Article 7 promptly when such Annual Fee or any maintenance charges shall become due and payable, and shall continue in default for a period of 20 days after written notice by Grantor, then Grantor may declare the term of this Access Easement ended, and enter into the Access Easement Area and expel McDonald's and repossess and enjoy the Access Easement Area as in Grantor's former estate. The provisions -z- of this paragraph shall be in all respects subject and subordinate to the lien of any mortgages or deeds of trust at any time or from time to time on the land of the defaulting party and the rights of the holder or holders of any mortgages or deeds of trust. 7. PAYMENT AND MAINTENANCE Notwithstanding anything to the contrary herein, McDonald's agrees to pay Grantor the sum of Twenty Five Thousand Dollars ($25,000.00) (the "Initial Fee") for granting the easements set forth herein. Such payment shall be due and payable upon execution of this Agreement by both parties in recordable form. In addition, the parties hereby acknowledge that the Access Easement Area is currently subject to an Agreement dated June 19, 2006 by and between the Grantor and the City of Van Buren, Arkansas ("Agreement"). Such Agreement is currently scheduled to expire on June 19, 2016. In the event that at any time after June 19, 2016, McDonald's or its respective invitees no longer have any right to use the Access Easement Area for vehicular access, McDonald's agrees to pay Grantor the annual sum of Seven Thousand Dollars ($7,000.00) for the ingress and egress easement contemplated herein from July 1, 2016 ("Annual Fee") until this easement expires or terminates. McDonald's shall remit payment of the Annual Fee to Grantor within thirty (30) days of the date that McDonald's receives an invoice from Grantor for the Annual Fee for such calendar year. Notwithstanding the foregoing, the parties acknowledge that the Annual Fee shall only commence after July 1, 2016 and shall only be due and payable in the event that McDonald's and its invitees no longer have any right to use the Access Easement Area for vehicular access outside of this Agreement. Grantor and McDonald's, and any other party (excluding, however, (i) the City of Van Buren, Arkansas, and (ii) the lessees of Parcel 2 and their respective licensees, invitees, agents and employees) subsequently granted the right to use the Access Easement Area by Grantor or Grantor's heirs, successors or assigns, shall share equally the reasonable cost of maintaining, repairing and renewing the surface of the Access Easement Area. Grantor shall be responsible for supervising the maintenance, renewal and repair of the Access Easement Area. If at any time all or any portion of the Access Easement Area shall be taken or threatened to be taken through condemnation or eminent domain, then this easement shall terminate as to that portion of the Access Easement Area so taken on the date of the taking or deed in lieu thereof. All condemnation awards awarded by virtue of the taking or condemnation of all or any part of the improvements and/or the Access Easement Area, whether by consent of the parties or any judicial proceeding, shall be paid to Grantor. Notwithstanding the foregoing, McDonald's reserves unto itself the right to claim and prosecute its claim in all appropriate courts and agencies for an award or damages from the taking authority for such taking based upon its easement interest in the Access Easement Area, 8. TERMINATION Notwithstanding anything herein to the contrary McDonald's shall have the right to terminate this Easement Agreement by providing Grantor with written notice of such termination at any time. In addition to the foregoing, this Easement Agreement shall terminate upon the later to occur of (i) the expiration or termination of the McDonald's Lease or any extension thereof; or (ii) the date that McDonald's no longer has an ownership interest in Parcel 1. am Notwithstanding the foregoing, this Easement Agreement shall terminate upon either of the following (i) 20 days after notice of non-payment of the Annual Fee, any maintenance charges provided for in Article 7, or any other amount due to Grantor hereunder, provided McDonald's has not cured such monetary default within such 20 day period; or (ii) 20 days after notice of McDonald's failure to provide Grantor with an executed and recordable supplement to this Easement Agreement setting forth the actual date of expiration of the McDonald's Lease in accordance with Article B above. In any such event, this Easement Agreement shall be null and void and of no further force and effect; provided, however, the provisions of Section 3 above shall survive the termination or expiration hereof; provided, further, McDonalds shall not be entitled to the return of any portion of the Initial Fee or Annual Fee. Upon the written request of Grantor, McDonald's agrees to execute and record a formal termination of this Easement Agreement, in a form and substance reasonably acceptable to McDonald's, in the official records of Crawford County, Arkansas following any such termination or expiration of this easement. 9. CONSTRUCTION The rule of strict construction does not apply to this grant. This grant shall be given a reasonable construction so that the intention of the parties to convey a commercially usable right of enjoyment to McDonald's is carried out. 10. NOTICE Grantor's address is Cloverleaf Plaza, LLC, P.O. Box 99816, Louisville, KY 40269 and McDonald's address is One McDonald's Plaza, Oak Brook, Illinois 60523, Attention: Director, U.S. Legal Department, L/C: 003-0301, with a copy to McDonald's Corporation, 511 E. Carpenter Freeway, Suite 375, Irving, TX 75062, Attention: Development Director, L/C: 003- 0301. Any party may lodge written notice of a change of address. All notices shall be sent by certified mail, return receipt requested, to the addresses provided for in this paragraph and shall be deemed given when placed in the mail. TO INDICATE THEIR CONSENT TO THIS AGREEMENT, Grantor and McDonald's, or their authorized representatives or officers, have signed this document. GRANTOR: CLOVERLEAF PLAZA, LLC an Arkansas limi ed liability company By Its ly u.....� ATTEST: By Its McDONALD'S: McDONALD'S USA, LLC, a Delaware limited liability company By Its SA .r IC By �I Its (�� :r Ira (ATTACH ACKNOWLEDGMENTS AND EXHIBITS A, B & C) Exhibit A: legal description of Parcel 1 Exhibit B: legal description of Parcel 2 Exhibit C: legal description of Access Easement Area -4- ACKNOWLEDGMENT - McDONALD'S USA, LLC STATE OF ILLINOIS ) ) SS: COUNTY OF DUPAGE ) I, Tricia A. Sense, a Notary Public in and for the county and state aforesaid, DO HEREBY CERTIFY that Timothy J. Slattery, Senior Counsel of McDonald's USA, LLC, a Delaware limited liability company, whose principal place of business is at Oak Brook, Illinois 60523, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument as such Senior Counsel appeared before me this day in person and acknowledged that he signed, sealed and delivered the said instrument as his free and voluntary act as such Senior Counsel and as the free and voluntary act of said corporation for the uses and purposes therein set forth. Given under my hand and notarial seal, this 18th day of July, 2007. My commission expires: Tricia A. Senese, Notary Pu-15iic OFFICIAL SEAL TRICIACKNOWLEDGMENT - CORPORATELNOTARY PUBLIC A SAT ESE PUBLIC -STATE OF ILLINOIS A, MMISSION EXPIRES:0610V10 STATE OF N�' ) SS: COUNTY OF NSd *�,, ) 1, A-1 0 1%1AAl , a Notary Public in and for the county and state aforesaid, DO HEREBY CERTIFY that eA(i-- ,TF1d6c , ^m^~ , President and Secretary of r- Lo ueA-LCAF AAzp LLc- a(n) corporation, who reside at , who are personally known to me to be the persons whose names are subscribed to the foregoing instrument as such President and Secretary, appeared before me this day in person and acknowledged that they signed, sealed and delivered the said instrument as their free and voluntary act as such President and Secretary respectively and as the free and voluntary act of said corporation for the uses and purposes therein set forth. Given under my hand and notarial seal, this 3 % day of fyV 20 07. M c _ eg- y •mmtsst�n expires . Notary Public Jeffrey Reichman Notary public Stag of New York No. 01 RE6132393 Qualified in Kings County Commission Expires 08 / 29 / 2= EXHIBIT A LEGAL DESCRIPTION nF PARCEL 1 COMBINED LEGAL: - A TRACT OF LAND BEING PART OF THE NW 1/4 OF THE SW 1/4 AND PART OF THE SW 114 OF THE NW 1/4 OF SECTION 20, TOWNSHIP 9 NORTH, RANGE 31 WEST, IN CRAWFORD COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NE CORNER OF THE SW 114 OF THE ABOVE SAID SECTION 20; THENCE NORTH 89 DEGREES 24 MINUTES 03 SECONDS WEST ALONG THE NORTH LINE OF THE SW 114 OF THE ABOVE SAID SECTION 20, 1320.34 FEET; THENCE LEAVING THE NORTH LINE OF THE SW 1/4 OF THE ABOVE SAID SECTION 20, SOUTH 50 DEGREES 30 MINUTES 28 SECONDS WEST, 24.47 FEET TO A SET MAG NAIL IN ASPHALT, WITH WASHER (PLS NO.1002) AND THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 50 DEGREES 30 MINUTES 28 SECONDS WEST, 340.00 FEET TO A FOUND MAG NAIL IN ASPHALT; THENCE NORTH 39 DEGREES 29 MINUTES 59 SECONDS WEST,150.01 FEET TO A SET 518 INCH REBAR WITH CAP (PLS NO. 1002) SAID POINT BEING LOCATED ON THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF U.S. HIGHWAY 64-71 ; THENCE ALONG THE SOUTHEASTERLY LINE OF THE ABOVE SAID U.S. HIGHWAY 64-71 THE FOLLOWING COURSES AND DISTANCES; NORTH 50 DEGREES 01 MINUTES 29 SECONDS EAST,184.45 FEET TO A SET CHISELED "X" IN CONCRETE; THENCE NORTH 50 DEGREES 41 MINUTES 02 SECONDS EAST,166.66 FEET TO A FOUND 1/21NCH REBAR WITH CAP (OK PLS NO.910); THENCE LEAVING THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF THE ABOVE SAID U.S. HIGHWAY 64-71, SOUTH 39 DEGREES 30 MINUTES 09 SECONDS EAST,151.09 FEET TO THE POINT OF BEGINNING. EXHIBIT B LEGAL DESCRIPTION OF PARCEL 2 Lem-! ae oription Part of the North Half of the $outhwest Quarter of Section 20, Townshlp 9 North, Range J1 Went; Crawford Count, Arkansas being more particularly described as follows: OmmelhCft at the Northeast Corner of the Northeast Quarter of the Southwest quarter. Thence along the North line of said Forty, 'North 89 doproes 44.-Mkutes 15 a+econds 96*4 SkT�SG l�sst~ . leaving said North line, Sbuffi 00 depvw 2-2mhut+es .S�' swe�nds Eos4 3Rt710 r yyMence ITMA Thence North 89 dwrim 44 mlhutes 15 smafds Nsty 13Br29 feet to an existing rebor and the mint of Beginning. ' Thence Sq�uth O1 doam 41 mkwler-38 seicands Was .1QA111 f6e# to on existing iron pin. ' r Thence South 51 degrew 53 mhutes 45 aecMde West; 457.47 feet to an existing iron pin. Thence Akwi% 39 deomm 18 mfti a 52 seawds Mot 28&78 Awl to an existing nail. Thence Sou6b 50 demos 04 mhutm 43 swarder Mw4 21829 fet to an existing nail. Thence North 72 degr's" 56 Mhutas 53 seOnn& W"4 M 19 ftt to an existing nail. Thence Sou0r 50 d@VvW 44 mhutes 42 seaanob Mw4 731.52 lost to a set rebar. Thence North 39 de rvw 19 mhvzlhw 27 seoarlds Must, 13Q40 Awl to a set p/k nail. Thence South 49 d -doss 42 minutes 58 mconde Most; lea15 feet to a set p/k nail. Thence North 39 da sere 50 m1hutw M swords ilW 17463 Est to a set p/k nail. Thence North W degrees 07 Mj7utes 20 sea"drrds Mot 207.05 fleet to on existing Pl*k nail on the Sau.therly Right of Way line of U.S. 64--71 Hwy. Thence along sold Right of Way fine, North 50 degrees 24 mhutas 52 seconds Ebst 856 84 lilt to on existing brass monument, .Thence leaving said Right of Way. line, South 39. dsgr+res 20 1»ihvtes 21 seconds iEustr 149.99 fast to an existing brass monument. Thence Nang 50 depwo 39 m huta4 jV.a 66wds East: J=00- AWt to an existing p/k nall. Thence South S8- degra w 40 mkute8 M seearrds East: 18429 Met to an existing p/k nail. ' Thence South 87 deorew 39 mhutee 26 seconds East: 18.E 18 feat to . an existing p/k nail Thence South 89 34 m1lutes 24 sw.�anots C084 299.88 lbet to the PoW of ' B4gbrnrW 9 containingacres and subject to Easements of Record. Also subject to ' Gress Easements according to a survey performed by Clovis W. Satterfield, Registered Surveyor No. 147 in June of 1997 ,90 01 29" 8`5.00 INGRESS / EGRESS EASEMENT DESCRIPTION: AN INGRESS / EGRESS EASEMENT BEING PART OF THE NW '/4 OF THE SW ''A OF SECTION 20, T-9-N, R-31-W, IN CRAWFORD COUNTY, ARKANSAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: Commencing at the NE Comer of the NE '/4 of the SW '/, of the above said Section 20; thence N 89'24'03" W along the North Line of the SW V4 of the above said Section 20, 1320.34 feet; thence leaving the North Line of the SW '/4 of the above said Section 20, S 50°30'28" W, 24.47 feet to a set mag nail, in asphalt, with washer (PLS No 1002) and the Point of Beginning; thence S 39°30'09" E, 33.00 feet; thence S 50°30'28" W, 405,00 feet; thence N 39°29'59" W, 182.46 feet to a point on the Southeasterly Right -of -Way Line of US Highway 64-71, thence along above said Right -of -Way Line N 50°01'29" E, 65.00 feet to a set 5/8" rebar with survey cap (PLS 1002) also being the Northwest comer of the Young Ownership Tract; thence leaving above said Right -of -Way Line along the Southwesterly boundary line of the above said tract 5 39029'59" E, 150.01 feet to a found Mag nail in asphalt also being the Southerly corner of the above said tract; thence leaving the above said Southwesterly boundary line along the Southeasterly boundary line of the above said tract N 50°30'28" E, 340.00 feet to the Point of Beginning and containing 23,098 Square Feet more or less. EXHIBIT C 1220,46 N69"24'03" W 320.34' ' ,SW30'0' f , 33.00 A/ -__ r 011 NEY4, SW Y4 Section 20, T-9-N, R-31-W Based on Existing Monuments of Record, (this Corner Location was Calculated from AHTD Survey Information, Job No. 4333, Dated Sept. 22, 1952) Access Easement Area N 00 0 100 SCALE:0 0 Cross Access Easement McDonalds U.S. Highway 64-71 Van Buren, Arkansas &"P'MR1-PX*W4-4"0.a1 E N G I N E E R I N G A N D L A N D 5 C A P E A R C M ITECTU RE, I N C. 1610 NW 12th Street Bentonville, AR 72712 Ph.(479)464-9282 Fox(479)464-9284 PLS: CEG CAD: WGG FIELD: FIELD: 03/12/2007 1 PROJ* 06127 1 SHEET 1 OF 1 CERiIFICKE OF RECORD STATE OF PXANW COUNTY OF CRAWFORD I hereby certify that this instrument vas Filed and Recorded in the Official Records in Due Mum 2007 1193 88/31/2007 62:15158 Sharon L. Blount vfurd County C'rruit C erk B ecorder D. C.