Owner's Consent Agreement

OWNER'S CONSENT AGREEMENT

This Owner's Consent Agreement (the "Agreement") is made as of the day of , , by and between Owner Name: , whose principal address is (the "Owner"), and Recipient Name: , whose principal address is (the "Recipient").

RECITALS

WHEREAS, Owner is the fee simple owner or lawful controlling owner of the real property and improvements commonly known as (the "Property"); and

WHEREAS, Recipient has requested Owner's consent to the actions described in the Underlying Instrument identified as dated , (the "Underlying Instrument"); and

WHEREAS, Owner is willing to grant limited consent to Recipient on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CONSENT

1.1 Grant. Subject to the terms and conditions of this Agreement, Owner hereby consent(s) to Recipient's performance of the actions described in the Underlying Instrument, limited to the scope set forth in Exhibit A attached hereto and incorporated herein by reference. This consent is strictly limited to the acts expressly described and does not constitute a waiver of any other rights of Owner.

1.2 Scope. The consent granted under Section 1.1 is limited to the Property described as: and shall not be construed to permit any material alteration to title, boundary lines, or existing easements unless Owner executes a separate written instrument.

2. CONDITIONS TO CONSENT

2.1 Conditions. Owner's consent is expressly conditioned upon Recipient's compliance with the following at all times during the term of the Underlying Instrument:

(a) Insurance: Recipient shall maintain liability and property insurance naming Owner as an additional insured to the extent customary for the activity, with limits not less than per occurrence and shall provide certificates evidencing such coverage upon Owner's request.

(b) Compliance with Law: Recipient shall perform all acts in compliance with applicable laws, codes, rules and ordinances and shall obtain all required permits and approvals before commencing the consented activity.

(c) No Liens: Recipient shall promptly discharge any lien resulting from Recipient's acts or contractors and shall not allow mechanics' or other liens to encumber Owner's interest in the Property.

3. REPRESENTATIONS AND WARRANTIES

3.1 Owner's Representations. Owner represents and warrants that: (a) Owner has full right, power and authority to grant the consent granted herein; (b) the execution and delivery of this Agreement by Owner and the performance of Owner's obligations will not violate any material agreement or law applicable to Owner.

3.2 Recipient's Representations. Recipient represents and warrants that: (a) Recipient has full power and authority to accept this consent and to perform its obligations; (b) Recipient's actions under the Underlying Instrument will not result in damage to the Property beyond ordinary wear and tear.

4. INDEMNITY

Recipient shall indemnify, defend and hold harmless Owner and Owner's agents, employees and affiliates from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Recipient's exercise of the consent granted herein, except to the extent caused by Owner's gross negligence or willful misconduct.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall become effective on the date first written above and shall continue in effect for the duration of the Underlying Instrument or until earlier termination as provided in this Agreement.

5.2 Termination for Default. Owner may terminate this consent upon written notice if Recipient fails to cure a material default under Section 2 within thirty (30) days after receipt of written notice specifying such default, or immediately if such default is not susceptible to cure.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or at such other address as a party designates by written notice in accordance with this Section.

7. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of any breach shall be construed as a waiver of any subsequent breach.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits and the Underlying Instrument to the extent expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

10. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the original intent of the parties to the fullest extent permitted by law.

11. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be deemed originals for all purposes.

EXHIBIT A — SCOPE OF CONSENT (SUMMARY)

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