GIVEN THAT ("Chargeholder") is the holder of a mortgage registered against title to the lands legally described in the section 215 covenant between ____ and the ____ dated for reference ____, 199__ to which this priority agreement is attached ("Covenant") under mortgage(s) number ___ ("Charge"),

THIS CONSENT AND PRIORITY AGREEMENT IS EVIDENCE THAT in consideration of payment of $2.00 by the transferee described in item 6 of the Land Title Act Form C attached hereto ("Transferee"), and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged,

1. The Chargeholder hereby consents to the granting and registration of the Covenant and the Chargeholder hereby agrees that the Covenant is binding upon its interest in and to the lands described in the Covenant.

2. The Chargeholder hereby grants to the Transferee priority for the Covenant over the Chargeholder's right, title and interest in and to the lands described in the Covenant, and the Chargeholder does hereby postpone the Charge and all of its right, title and interest thereunder to the Covenant as if the Covenant had been executed, delivered and registered prior to the execution, delivery and registration of the Charge and prior to the advance of any money pursuant to the Charge.

IN WITNESS WHEREOF the Chargeholder has duly executed this Consent and Priority Agreement by signing on the Form C above on the date set out therein.