Declaration of Driveway Easement

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Easement shall be repaired and maintained in the manner determined by the owner of Outlot A, or their successor or assigns, and the owner of Lot 2 shall pay a proportional one-third (1/3) share of the costs and expenses incurred to repair and maintain the Gate. The owner of Outlot A shall have the right to make changes to the Gate Easement as set forth in Section 7 of the Gate Easement and the right to determine if the Gate will be left open or closed except for specific ingress or egress purposes. The owners of Lot 2 and Outlot A shall provide each other with a list of all people who have been given keys or any kind of entrance control to the Gate. 6. Owners of Lot 2 and Outlot A shall indemnify and hold harmless the other owner, and such owner's successors and assigns, and any lender that holds a lien covering any property affected by the easements herein granted, from and against all liability, claims, damages, suits, actions, costs and expenses of whatsoever nature (including reasonable attorney's fees) to persons or property caused by or arising out of such owner's use and/or operation of the Driveway Easement, or otherwise relating to such owner's rights and/or obligations hereunder. 7. Owners of Lot 2 and Outlot A shall use their best efforts to resolve any dispute arising out of or in any way related to this Declaration, its making, validity or interpretation (collectively a "Dispute"). Any Dispute which the owners are unable to resolve by negotiation shall be settled by arbitration in accordance with the rules of the American Arbitration Association then in effect; provided, however, such hearing shall not be conducted by the American Arbitration Association. If the owners of Lot 2 and Outlot A can agree on a single arbitrator, such arbitrator shall determine such matter. If the owners cannot decide on a single arbitrator within fifteen (15) days after notice of commencement of arbitration ("Commencement Date"), each owner shall select an arbitrator within thirty (30) days from the Commencement Date and the two arbitrators so selected shall select an additional arbitrator within forty-five (45) days from the Commencement Date and the arbitration hearing shall be held within sixty (60) days from the Commencement Date. In the event an owner fails to select an arbitrator within the time frame set forth herein, then the other owner shall have the right to petition the Minnesota State District Court, Fourth Judicial District, for the appointment of such arbitrator. The matter shall be decided by a majority of the arbitrators so selected, and the arbitrators shall render their decision within fifteen (15) days of the hearing. The arbitration hearing shall be held in Hennepin County, Minnesota. The arbitration award shall be final and binding on the owners and judgment thereon may be entered in any court having jurisdiction. Each owner shall be responsible for its own legal fees and other fees and costs associated with the arbitration proceeding. Notwithstanding the foregoing provisions of this Section 7, the arbitrator(s) shall have the right to award the prevailing owner fees, costs and disbursements in connection with such proceeding. 8. All notices required or permitted hereunder shall be in writing and shall be delivered, or mailed first class, postage prepaid to the appropriate owner at such owner's last known address, or at such other address as such owner may specify by written notice to the other owner, and such notices and other communications shall for all purposes of this Declaration be effective when personally delivered or two (2) days after deposit if sent by mail, as provided above. 9. All provisions of this Declaration, including the benefits and burdens, run with the land and are binding upon and shall inure to the benefit of the owners of Lot 2 and Outlot A hereto and their respective successors, assigns, licensees, invitees and tenants. 2