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Diocese agreed to sell, and ND agreed to purchase,the School Parcel (the "ND Agreement,"and <br /> together with the BHC Agreement, the"Purchase Agreements"). <br /> D. The Parties have agreed that, as of the date the transactions contemplated in the <br /> Purchase Agreements close(which closings are to occur on the same date, which date shall be <br /> the "Effective Date" herein), BHC as the fee owner of the Back 14 Acres(the "Grantor")would <br /> grant for the benefit of the School Parcel, certain access and parking rights (subject to <br /> obligations), including (i) ingress/egress rights over the area described on Exhibit C attached <br /> hereto (the "Access Easement Area"), and (ii) ingress/egress and parking rights over the area <br /> described on Exhibit D attached hereto(the"Parking Easement Area"). <br /> E. The Parties enter into this Agreement to memorialize the grant of rights and <br /> obligations with respect to the continued and future use of the Access Easement Area and <br /> Parking Easement Area. <br /> NOW, THEREFORE, in consideration of the background provisions, the mutual <br /> covenants contained herein and for other good and valuable consideration, the. Parties agree as <br /> follows: <br /> 1. Background. The background provisions above are incorporated into the body of <br /> this Agreement as if fully set forth herein. The Parties agree (a) upon execution by both Parties, <br /> this Agreement and Deed (as defined in Section 3 below) shall be submitted to and held by <br /> Meridian Title Corporation, 202 S. Michigan Street, Suite 300, South Bend, Indiana 46601 (the <br /> "Title Company")pending the transfers of property under the Purchase Agreements, (b) the Title <br /> Company is fully authorized to date this Agreement and Deed as of the Effective Date, and (c) <br /> the Title Company shall record this Agreement and Deed with the Office of the Recorder only on <br /> or after the Effective Date. <br /> 2. Access Easement. As of the Effective Date, the rights, obligations and <br /> encumbrances created under Instrument No. 9630308 shall terminate. Specifically, as of the <br /> Effective Date, the Grantor conveys to the owner of the School Parcel ("Grantee") and its <br /> successors and assigns,a permanent and non-exclusive ingress, egress and use easement over the <br /> Access Easement Area for the benefit of the School Parcel, to allow unrestricted pedestrian and <br /> vehicular access onto, from and between the School Parcel, the Parking Easement Area and any <br /> adjoining public rights of way for use by Grantee, its students, employees, agents, licensees and <br /> invitees (the"Access Easement"). With respect to the Access Easement Area: <br /> (a) Private Drive. Except as otherwise provided herein, until such time as <br /> either (i) the asphalt private driveway located within the Access Easement Area (the <br /> "Private Driveway") is connected to a newly constructed,paved private driveway located <br /> North of the Access Easement Area by, or with the permission of BHC, to serve as <br /> another access route to property owned by BHC and/or Holy Cross College, Inc. <br /> ("HCC"), (ii) a new building improvement is constructed within the Back 14 Acres to be <br /> served by the Private Driveway, or(iii) the Grantor widens the Private Driveway to more <br /> than twenty (20) feet in width (with such earliest date being the "Expanded Use Date"); <br /> the Grantee, at its own expense, shall keep in good structural repair and generally <br /> maintain (including snow removal) the entire Private Driveway (the "Maintenance <br /> GENERAL ACCESS AND PARKING EASEMENT AGREEMENT PAGE 2 <br />