Lender Consent Form

LENDER CONSENT FORM

This Lender Consent Form (the "Consent") is entered into as of by and between Lender Name: with address at (\"Lender\") and Borrower Name: with address at (\"Borrower\").

RECITALS

WHEREAS, Lender is the holder of that certain loan, security instrument, or other financing arrangement described as: (the "Loan Documents");

WHEREAS, Borrower has requested Lender's consent to the following action(s) relating to the Collateral or Borrower's obligations under the Loan Documents: ; and

WHEREAS, Lender is willing to grant limited consent on the terms and conditions set forth in this Consent to induce Borrower to proceed with the requested action.

NOW, THEREFORE, in consideration of the promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CONSENT

1.1 Consent Granted. Subject to the terms and conditions of this Consent, Lender hereby expressly consents to the Borrower's:

Select type(s) of consent (check all that apply): Assignment or transfer of lease, contract or interest Subleasing or subordination Amendment or modification of Loan Documents or underlying agreements Other (describe)

1.2 Scope. This Consent is limited to the specific action(s) described above and shall not be deemed to constitute a waiver of, amendment to, or future consent under the Loan Documents except as expressly set forth herein.

2. CONDITIONS TO CONSENT

2.1 Conditions Precedent. The consent granted in Section 1 is expressly conditioned upon Borrower's delivery, prior to or contemporaneously with the consummation of the requested action, of each of the following to Lender:

(a) A counterpart of the executed instrument effecting the requested action, duly executed by all required parties; and

(b) Evidence of payment of all fees and costs due to Lender in connection with this Consent, in the amount of USD; and

(c) Such other documents, estoppels, approvals and assurances as Lender may reasonably require to evidence the enforceability of the Loan Documents and the continued priority of Lender's security interest.

3. REPRESENTATIONS AND WARRANTIES

3.1 Borrower Representations. Borrower represents and warrants to Lender that: (a) Borrower has full power and authority to request the requested action and to enter into this Consent; (b) the execution, delivery and performance of the requested action will not violate any material provision of applicable law or any material agreement to which Borrower is a party; and (c) no event of default under the Loan Documents exists as of the date hereof, except as disclosed in writing to Lender.

3.2 Lender Representations. Lender represents and warrants to Borrower that it has full power and authority to execute this Consent and that the person executing this Consent on behalf of Lender is duly authorized to do so.

4. COVENANTS; INDEMNIFICATION

4.1 Covenants. Borrower covenants that it will (a) comply with all material terms of the Loan Documents after the requested action; (b) not permit any act or omission that would materially impair Lender's security interest; and (c) promptly cure any breach arising from the requested action.

4.2 Indemnification. Borrower shall indemnify, defend and hold harmless Lender, its officers, directors and agents from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to the requested action or any breach of Borrower's representations, warranties or covenants under this Consent.

5. NOTICE

All notices required or permitted under this Consent shall be in writing and delivered to the addresses set forth above by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

6. FEES AND COSTS

Borrower shall promptly pay all reasonable costs and expenses incurred by Lender in connection with the review, negotiation, execution and recording of this Consent, including reasonable attorneys' fees. Payment of such amounts is a condition precedent to the effectiveness of this Consent.

7. DEFAULT; REMEDIES

In the event Borrower breaches any material representation, warranty, covenant or condition of this Consent, Lender shall have all rights and remedies available under the Loan Documents and applicable law, including, without limitation, the right to rescind this Consent and to seek specific performance, injunctive relief and monetary damages.

8. GOVERNING LAW; VENUE

This Consent shall be governed by and construed in accordance with the laws of the state of , without regard to its conflicts of law principles. Any action arising out of or relating to this Consent shall be brought exclusively in the state or federal courts located in the county of .

9. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

9.1 Entire Agreement. This Consent, together with the Loan Documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

9.2 Severability. If any provision of this Consent is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.3 Amendment and Waiver. No amendment, modification or waiver of any provision of this Consent shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right shall operate as a waiver of that right.

9.4 Counterparts. This Consent 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. Signatures transmitted by electronic means shall be deemed originals for all purposes.

10. ADDITIONAL PROVISIONS

10.1 Further Assurances. Each party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes and intent of this Consent.

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