Consent on Sale Agreement

CONSENT ON SALE AGREEMENT

This Consent on Sale Agreement ("Agreement") is made and entered into as of by and between Seller Name: , with principal address at (the "Seller"), and Consenting Party Name: , with principal address at (the "Consenting Party"). Seller and Consenting Party are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Seller is the legal owner of the asset described as:

WHEREAS, Seller intends to sell, transfer or convey the asset described above (the "Sale") to a third party purchaser (the "Purchaser") on or about ; and

WHEREAS, the Consenting Party holds certain rights, liens, leases or approvals affecting the asset and Seller requires the written consent of the Consenting Party to proceed with the Sale.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: "Sale" means the transfer of ownership of the asset described in the Recitals; "Closing" means the consummation of the Sale; "Permitted Encumbrances" means those encumbrances disclosed in writing prior to the date hereof and accepted in writing by the Consenting Party.

2. GRANT OF CONSENT

Subject to the terms and conditions of this Agreement, the Consenting Party hereby consents to the Sale of the asset described in the Recitals to the Purchaser and agrees that it will not take any action to prevent, enjoin or delay the Closing of the Sale, provided that the conditions set forth in Section 3 are satisfied.

3. CONDITIONS OF CONSENT

The consent granted under Section 2 is expressly conditioned upon the following, each of which is a material inducement to the Consenting Party:

(a) Receipt by the Consenting Party of duly executed copies of the Sale documents not less than days prior to the Closing;

(b) Payment at or prior to Closing of all amounts required to be paid to the Consenting Party, including but not limited to outstanding fees, costs and amounts set forth in Exhibit A (if any); and

(c) Delivery to the Consenting Party, at or prior to Closing, of customary estoppel certificates, payoff statements and other documents reasonably requested by the Consenting Party to effectuate termination or continuation of obligations under the terms agreed.

4. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other as of the date hereof that: (a) it is duly organized and validly existing under applicable law and has full power and authority to execute and deliver this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

5. COVENANTS

Seller covenants that prior to Closing it shall: (a) comply with all obligations under existing agreements affecting the asset; (b) provide the Consenting Party with timely notice of any proposed amendments to the Sale; and (c) not create any additional liens or encumbrances on the asset that would impair the effectiveness of this Consent.

6. INDEMNIFICATION

Seller shall indemnify, defend and hold harmless the Consenting Party and its affiliates from and against any and all claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Seller's representations, warranties or covenants in this Agreement or from Seller's failure to satisfy the conditions precedent to the consent.

7. CLOSING

The Closing shall take place at the time and location agreed by the Parties and the Purchaser. At Closing, the Consenting Party shall execute and deliver such releases, consents and payoff instruments as are reasonably necessary to permit the Purchaser to acquire the asset free and clear of the Consenting Party's claim to the extent required by this Agreement and upon satisfaction of the conditions of Section 3.

8. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be delivered to the addresses set forth below (or to such other address as either Party may designate by notice pursuant to this Section).

9. ASSIGNMENT

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that the Purchaser may assume Seller's obligations upon Closing and with notice to the Consenting Party.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall continue in full force and effect and the Parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that reflects the Parties' original intent.

13. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver by either Party of any breach or default shall not constitute a waiver of any subsequent breach or default.

14. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

15. MISCELLANEOUS

The Parties acknowledge that time is of the essence with respect to obligations under this Agreement and agree to cooperate in good faith to effectuate the purpose of this Agreement. Any fees or costs identified as payable to the Consenting Party shall be paid at or prior to Closing unless otherwise agreed in writing.

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