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200412248 City. Any such schedule or any change in the filed schedule shall be deemed approved within sixty days of the time of any such filing unless Heartland or the City notifies Fonner Park of disapproval. Heartland and the City shall have the right but not the obligation to review any schedule so filed and any changes in such schedule as filed. Fonner Park shall retain the right to share the use of all parking facilities located on Tract 2 on a non - exclusive basis as between members of the general public as patrons of Fonner Park and/or as patrons of the Project. To the extent that Fonner Park has not provided for removal of snow and ice, Heartland or the City may, at the expense of Heartland or the City, as the case may be, provide for such removal from parking facilities, drives and walkways on Tract 2. 3. Pursuant to the non - exclusive contractual right and non - exclusive easement granted in paragraph 1, the Benefited Parties may use all entry areas, roads, drives and walkways on the grounds of Fonner Park (as located on Tract 2) for access to the Project as will exist from and after completion of the construction of the Project, or as may hereafter be constructed on Tract 2. Fonner Park shall retain the right to share the use of all such entry areas, roads, drives and walkways on the grounds of Fonner Park. 4. Nothing herein shall prevent Fonner Park from making any use of Tract 2 or from conveying any portion of Tract 2 free from the encumbrances provided for in this Parking Rights and Access Agreement; provided, however, that if any use or conveyance affects the parking facilities or entry areas, roads, drives and walkways, as described herein, Fonner Park shall take such actions as are necessary to maintain adequate parking facilities and adequate entry areas, roads, drives and walkways on the grounds of Fonner Park (as located on Tract 2) for the benefit of the Project. 5. Heartland hereby grants (and the City as beneficial owner hereby acknowledges and agrees to such grant) to Fonner Park a permanent non - exclusive contractual right and non- exclusive easement for vehicular parking and vehicular and pedestrian access to use those parking facilities, entry areas, roads, drives and walkways on any portion of Tract 1 that are or will be used by Heartland and/or the City for parking facilities, entry areas, roads, drives or walkways. Heartland and the City shall maintain the 30 -foot strip of Tract 1 extending to Stolley Park Road and on which no portion of the Project has been or is to be constructed as parking facilities or as an entry area and road or drive. Heartland and the City shall retain the right to share the use of parking facilities and entry areas, roads, drives and walkways located on Tract 1, provided that the easement, restriction and encumbrance upon Tract 1 provided for in this paragraph 5 shall be cancelled and of no further force and effect if the City exercises its rights to obtain fee simple title to the Project under the terms of the Agreement and if, in connection with such exercise, the City, based upon advice of counsel, determines that under the terms of Rev. Proc. 82 -26 (or any successor set of guidelines promulgated by the United States Treasury or the Internal Revenue Service) such rights significantly interfere with the enjoyment of Tract 1 and the Project. It is the understanding and expectation of the parties hereto that such rights, as non- exclusive rights, do not and shall not significantly interfere with the enjoyment of Tract 1 and the Project and that the City should not be required to cancel such rights under the terms of Rev. Proc. 82 -26 (or any successor set of guidelines promulgated by the United States Treasury or the Internal Revenue Service). In the event that such rights are required, upon the advice of counsel based upon then existing law, to be cancelled, the City agrees, to the fullest extent that it may 3 I