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PD155(CH)-CS 960716 (2).PROPERTY COVENANTS AND MUTUAL INGRESS. EGRESS AND PARKING AGREEMENT STATE OF TEXAS § COUNTY OF DALLAS § TI-HS PROPERTY COVENANTS AND MUTUAL INGRESS, EGRESS AND PARKING AGREEMENT ("Agreement") is hereby made and entered into effective as of the day of , 1996, by DALLAS AREA AFFORDABLE PARTNERS IV, L.P.' ("DAAP"). WITNE$$ETH: WItEREAS, DAAP is the owner of all of that certain property in Dallas County, Texas designated on Exhibit "A" attached hereto (the "Property"); and WHEREAS, Mason Harrison Jarrard Emerprises PS ("Mason") has contracted with DAAP to acquire the portion of the Property designated on Exhibit "B" attached hereto (the "Sonic Site"); and WHEREAS, Rormie L. Wilson, Trustee ("Wilson") has contracted with DAAP to acquire the portion of the Property designated on Exhibit "C" attached hereto (the "SpeeDeLube Site"); and WHEREAS, Zell Three, Inc. ("Zell") has contracted with DAAP to acquire the portion of the Property designated on Exhibit "D" attached hereto (the "City Garage Site"); and WHEREAS, Sunbelt Self Storage, Inc. ("Sunbelt") has contracted with DAAP to acquire the portion of the Property designated on Exhibit "E" attached hereto (the "l~fini' Warehouse Site"); and WHEREAS, Mason, Wilson and Zell all desire to have mutual ingress and egress to the various parcels comprising the Sonic, SpeeDeLube and City Garage Sites through the curb cuts along MacArthur Boulevard; and WHEREAS, DAAP, Mason, Wilson, Zell and Sunbelt all desire to develop their properties with the same exterior brick finish to their buildings and to have commonly designed signage, and DAAP desires to record this Agreement as a restrictive covenant against the Property to provide therefore. AGREEMENT: NOW, THEREFORE, for and in consideration of the premises, DAAP hereby agrees, for the benefit of the Property and the future owners thereof, including but not limited to Mason, Wilson, Zell and Sunbelt, to the extent only that each such party actually acquires their respective Site from DAAP, as follows: 1. Mutual Ingress and E_m'ess: The owners of the Sonic Site, the SpeeDeLube Site and the City Garage Site shall each have a non-exclusive easement for ingress and egress for vehicular and pedestrian traffic upon that portion of the Property designated on the Site Plan attached hereto as Exhibit "F" for ingress and egress driveways. Such easement includes the fight to the uninterrupted use of such ingress and egress driveways, free of charge, in common with the other owners of parcels of the Property. It is expressly agreed that such easement shall be for the mutual use and benefit of the owners of the various parcels of the Property and each of their respective successors and assigns, and the respective guests, customers, invitees, licensees, lessees, and employees, or any of them. 2. Construction and Maintenance. Each owner of the Sonic Site, the SpeeDeLube Site and the City Garage Site shall, at the time that it constructs its building on its portion of the Property, construct the portion of the mutual ingress and egress driveways shown on their respective Sites, unless same has previously been constructed by DAAP or another owner ora portion of the Property, in which case upon acquiring its site from DAAP such owner shall reimburse DAAP or such other owner for the cost of constructing the portion of the mutual ingress and egress driveways on such owner's Site. Upon the first of the parties hereto constructing its building on such Sites, DAAP shall construct (or pay for the construction of) the portion of the fire lane/common access easement indicated on Exhibit "F" to the extent that same is not on the Property of the party so constructing its building, and such parties shall upon the acquisition of their Sites from DAAP reimburse DAAP for the cost of constructing the portion of the fire lane/common access easement on such party's Site; provided, however, that DAAP shall pay for (and not be entitled to reimbursement for) the portion of the fire lane/common access easement labeled as the "DA.AP Portion" on Exhibit "F." Each owner of the Sonic Site, the SpeeDeLube Site and the City Garage Site shall maintain and keep in good repair its respective Sites and ingress and egress driveways shown on their respective Sites and shall keep such areas clear and free of all rubbish and obstructions of every nature. In the event of default by any such owner of such Sites under the terms of this paragraph, any other owner of a portion of the Property shall notify such defaulting party in writing of the necessity for repairs or maintenance hereunder. If the defaulting party shall not remedy the default within a reasonable time, not to exceed thirty (30) days after receipt of notice, the complaining party may have such repairs made and the defaulting party shall be responsible for reimbursement of such costs incurred by the complaining party therefor without further notice. If payment is not promptly made upon demand for payment, the complaining party may seek whatever damages or relief is available at law or in equity, other than a forfeiture of this easement. 3. Indemnity With respect to the mutual easements granted herein, the various owners of the parcels of the Property hereby agree to indemnify and hold the other harmless from and against any damages, claims, costs or expenses arising out of and in any way relating to any action or inaction of the indemnifying party, or its agents, employees, invitees, contractors or licensees over and across the parcels of the Property of other owners of same. 4. Mutual Landscaping Plan. Each of the owners of the Sonic Site, the SpeeDeLube Site and the City Garage Site shall plant the plants and trees described in the landscaping plan attached hereto as Exhibit "G" in developing their Sites on the Property. Each owner of a portion of the Property shall keep its grass neatly trimmed and maintain and keep in good repair the landscaping on its respective portion of the Property, replacing promptly any dead landscaping material with plants and trees of substantially similar size, type and quality. In the event of default by any such owner of a portion of the Property under the terms of this paragraph, any other owner of a portion of the Property shall notify such defaulting party in writing of the necessity for maintenance of its landscaping. If the defaulting party shall not remedy the default within a reasonable time, not to exceed thirty (30) days after receipt of notice, the complaining party may have such landscaping maintenance or replacement performed and the defaulting party shall be responsible for reimbursement of such costs incurred by the complaining party therefor without further notice. If payment is not promptly made upon demand for payment, the complaining party may seek whatever damages or relief is available at law or in equity, other than a forfeiture of this easement. DAAP shall plant the plants and trees described as the Common Green Space Area in the landscaping plan attached hereto as Exhibit "G". After the Common Green Space Area has been so planted and Zell has acquired its site, DAAP will deed the Common Green Space Area to Zell, and Zell shall thereafter maintain same. Each owner of the Sonic Site, the SpeeDeLube Site and the City Garage Site shall reimburse the owner of the Common Green Space Area (i.e., DAAP or Zell, as the case may be) for the cost of maintaining the Common Green Space Area, which shall be paid for in equal pans by the owners of the City Garage, SpeeDelube and Sonic sites. Any owner of an interest in the Property and their successors in interest in and to any portion of the Property shall have the right to enforce the maintenance of the Common Green Space Area, and if the Owner of the Common Green Space Area does not maintain same, any other owner of an interest in and to the Property may undertake the maintenance of same and seek reimbursement from the · other parties mentioned in this paragraph who are required to pay for the maintenance of same. 5. Brick Facade. Each of the owners of the various parcels of the Property shall use the following brick types and colors in developing their buildings on their Sites: Predominant brick - US Brick Patriot Executive (Mineral Wells Plant) Accent Brick - US Brick Hillstone (Ogden Plant) The owners of the various parcels of the Property shall use the red brick identified above as their primary exterior material, with accent banding of the white brick, in substantially the same fashion as the Sonic restaurant rendering set forth on Exhibit "H" attached hereto. Painted trim, door and awning colors shall be subject to the prior written approval of DAAP, such approval not to be unreasonably withheld provided such colors are consistent with and do not detract from the overall development of the Property. The exterior design of the various buildings to be built on the Sites shall be approved by DAAP in writing prior to the construction of any such buildings, such approval to not be unreasonably withheld provided that the rendering of same complies with the terms of this paragraph. 6. ~. Each of the owners of the various parcels of the Property shall utilize monument and building mounted signage that is reasonably approved in advance in writing by DAAP and which is consistent in design with the signage being used by the other Site owners. The colors used on such signage shall also be subject to the prior written approval of DAP, P, such approval not to be unreasonably withheld provided such colors are consistent with and do not detract from the overall development of the Property. Term. This Agreement and the easements created hereby shall run with the 8. Successors. This Agreement shall be binding upon DAAP and the successors in title to the Property or any portion thereof. IN WITNESS WHEREOF, DAAP has executed or caused to be executed this Agreement as of the date first above written. DALLAS AREA AFFORDABLE PARTNERS IV, L.P. By: CED Capital Holdings III, Ltd., its General Partner By: CED Construction, Inc., its General Partner By: Its: STATE OF § COUNTY OF § On this the day of , 1996, before me, appeared , the of CED Construction, Inc., the general partner of CED Capital Holdings I~, Ltd., which is in turn the general partner of Dallas Area Affordable Partners IV, Ltd. ("DAAP"), who acknowledged himself to be such officer, and executed the foregoing Agreement for the purpose therein contained, on behalf of and as the act of DAAP. In witness whereof, I hereunto set my hand and official seal. [[SEAL]] Notary Public in and for the State of Typed or Printed Name: