13D Filing: Whitebox Advisors and Saexploration Holdings Inc. (SAEX)

8.       Each
of the Lenders party hereto (which collectively constitute the Required Lenders) hereby (i) authorizes and directs the Agent to
execute and deliver this Consent, and (ii) acknowledges and agrees that (x) the foregoing directed action constitutes a direction
from the Required Lenders under Section 17 of the Term Loan Agreement, (y) Sections 11.3, 17.3, 17.5, and 19.9 of the Term Loan
Agreement and all other rights, protections, privileges, immunities, exculpations, and indemnities afforded to the Agent under
the Loan Documents shall apply to any and all actions taken or not taken by the Agent in accordance with such direction, and (z)
the Agent may conclusively rely upon (and shall be fully protected in relying upon) the Register in determining such Lender’s
ownership of the Advances and unused Commitments on and as of the date hereof. Each undersigned Lender hereby severally represents
and warrants to the Agent that, on and as of the date hereof, it is duly authorized to enter into this Consent.

9.       This
Consent shall be a contract made under and governed by the laws of the State of New York without giving effect to its principles
of conflicts of laws, and may be executed in counterpart, in accordance with the Term Loan Agreement.

10.       Each
of the Loan Parties, Agent and Lenders party hereto agrees that any copy of this Consent (or any other Loan Document) signed by
them and transmitted by facsimile, email or any other delivery method shall be admissible in evidence as the original itself in
any judicial or administrative proceeding, whether or not the original is in existence.

[Signature
page follows.]