Lending Consent Agreement

LENDING CONSENT AGREEMENT

This Lending Consent Agreement (the "Agreement") is made as of by and between Lender Name: with principal address: , and Borrower Name: with principal address: .

RECITALS

WHEREAS, Borrower is a party to a loan agreement, credit facility or other financing arrangement described as: Loan Reference: , dated (the "Loan Agreement"); and

WHEREAS, a security interest described below secures obligations under the Loan Agreement and is evidenced by documentation, filings or agreements identified as Collateral Description: ; and

WHEREAS, Borrower requests and Lender is willing to provide a limited consent to a specified lending activity described in Section 2 below, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE

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

1. DEFINITIONS

Terms defined in the Loan Agreement have the same meanings when used in this Agreement unless otherwise defined herein. For purposes of this Agreement, "Permitted Lending Activity" means the transaction described in Section 2, and "Effective Date" means the date set forth above.

2. SCOPE OF CONSENT

2.1 Consent Grant. Subject to the terms and conditions of this Agreement, Lender hereby consents to the Permitted Lending Activity, described as: , provided that such activity shall not materially and adversely affect the Lender's security interest, priority, or rights under the Loan Agreement except as expressly provided herein.

2.2 Limitations. This consent is strictly limited to the activity described above and does not constitute consent to any amendment, extension, novation, assignment, or release of any obligations other than as expressly set forth. Any further action requires a separate written consent executed by Lender.

3. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it is duly organized and validly existing under applicable law and has full power and authority to enter into 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 in accordance with its terms.

4. CONDITIONS TO CONSENT

The effectiveness of this consent is conditioned upon Borrower's delivery to Lender, prior to the Permitted Lending Activity, of the following: (a) a certified copy of the operative documents evidencing the Permitted Lending Activity; (b) payment of any consent or administrative fees in the amount of ; and (c) any instruments, acknowledgements or filings reasonably requested by Lender to protect or maintain Lender's priority.

5. COVENANTS

Borrower covenants that it shall: (a) perform and observe all obligations under the Loan Agreement; (b) take no action that would impair the perfection or priority of Lender's security interest; and (c) deliver promptly to Lender any documents or instruments reasonably requested to effect or evidence the protections contemplated by this Agreement.

6. INDEMNITY

Borrower shall indemnify, defend and hold harmless Lender from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with the Permitted Lending Activity, except to the extent such losses result solely from Lender's willful misconduct or gross negligence.

7. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages, whether in contract, tort or otherwise.

8. NOTICES

All notices, requests, consents, demands and other communications required or permitted hereunder must be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

9. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

10. COUNTERPARTS

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. A signed copy delivered by electronic transmission shall be deemed to have the same legal effect as an original signed copy.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of the jurisdiction specified as Governing State: without regard to its conflicts of law principles.

12. 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 and negotiations, whether written or oral, relating thereto.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14. MISCELLANEOUS

14.1 Further Assurances. Each party shall execute and deliver such further documents and take such other actions as may be reasonably required to carry out the purposes and intent of this Agreement.

14.2 Fees and Expenses. Borrower shall pay all reasonable fees and expenses, including attorneys' fees, incurred by Lender in connection with the preparation, negotiation, execution and enforcement of this Agreement.

COLLATERAL DETAILS (IF APPLICABLE)

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