[THIS TEMPORARY EASEMENT SHALL NOT BE RECORDED]

NON-EXCLUSIVE TEMPORARY ACCESS EASEMENT AGREEMENT

THIS NON-EXCLUSIVE TEMPORARY ACCESS EASEMENT AGREEMENT (“Easement Agreement”) is made as of the Effective Date (as hereinafter defined) by and between the [COMPANY], a public corporation and public body corporate and politic of the State of [STATE], whose mailing address is [ADDRESS], [LOCATION], [STATE] [ZIP] (“Grantor”), and [COMPANY], a [STATE] limited liability company, whose address is [ADDRESS] (“Grantee”).

W I T N E S S E T H:

WHEREAS, Grantor is the fee owner of certain real property located in [COUNTY], [STATE], more particularly described on Exhibit “A” attached hereto and made a part hereof (the "Property");

WHEREAS, Grantee desires to obtain a non-exclusive temporary access easement from Grantor over and across a portion of the Property, which portion is more particularly described on Exhibits "A.1,A.2 and A.3" attached hereto and made a part hereof (the "Easement Area"), for the purpose of providing access to, from, over and through the Easement Area (“Easement Uses”) and adjacent public roads, alleys, sidewalks and the leased area as described in that certain lease between [COMPANY] and [COMPANY] dated [DATE] (the “Lease”), and for no other purpose; and

WHEREAS, Grantor agrees to grant Grantee this non-exclusive temporary access easement, upon and subject to the terms, conditions, restrictions and limitations set forth below.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual agreement of the parties hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Recitations. The above recitations are true and correct and are incorporated herein by reference.

Grant and Use of Easement. Grantor grants to Grantee a non-exclusive temporary access easement (this “Easement”) on, over and across the Easement Area. This Easement is subject and subordinate to the terms, conditions, restrictions, and limitations set forth herein and in other recorded and unrecorded easements, reservations, rights-of-way, licenses, restrictions, conditions, and limitations affecting the Easement Area and the Property. This Easement is also subject and subordinate to the rights of [COUNTY], [STATE] and to the rights, if any, of any other governmental or quasi-governmental authorities to locate, construct, maintain, improve and replace roadways and roadway related improvements and utilities over, through, upon and/or across the Easement Area. This Easement shall be used by Grantee (and its employees, contractors and agents) for the Easement Uses and for no other purpose whatsoever. Grantor reserves the right to identify specific routes and other means of vehicular and pedestrian ingress and egress (in addition to existing public roads, alleys and sidewalks) to and from the Easement Area and Grantor’s adjacent property. Thereafter, only such routes and other means of vehicular and pedestrian access designated by Grantor shall be used by Grantee. The Easement granted herein shall commence as of the date on which the last of Grantor or Grantee executed this Easement Agreement and shall continue in full force and effect during the term of the Lease. It is understood and agreed that the Easement is granted to Grantee only for so long as the Easement Area is used for the purpose for which this Easement Agreement is granted, and if the Easement Area is not so used, or should Grantee fail to abide by the conditions to which this Easement Agreement is made subject, then, and in that event, this Easement Agreement shall, at the election of Grantor, terminate without the necessity of any party executing any additional document unless required and requested by Grantor.