Common use of Certain Consents Clause in Contracts

Certain Consents. (a) Each Lender party hereto hereby authorizes the Administrative Agent and/or the Collateral Agent (as appropriate) on behalf of all Lenders to enter into such Security Documents (including any amendments, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations of the Loan Parties in respect of the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to the extent such modifications are necessary or in the reasonable judgment of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being required.

Certain Consents. (a) Each Lender party hereto hereby authorizes Notwithstanding any other provision of this Agreement to the Administrative Agent and/or contrary, to the Collateral Agent (as appropriate) on behalf extent that any of all Lenders to enter into such Security Documents (including the Assigned Contracts, or any amendments, modifications of the rights or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth claims described in Section 3(e1.1(a)(x) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations or Liabilities of the Loan Parties Seller described in respect Section 1.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such Assigned Contract or otherwise trigger any termination or renegotiation right of such other party to the Term Loan Facility)Assigned Contract. (b) Each Lender party hereto hereby further authorizes Prior to the Administrative Agent Closing Date, the Seller and the Buyer shall cooperate and use reasonable efforts to modify Exhibit A hereto (obtain such consents and novations in so doing to modify the Amended Credit Agreement) at accordance with Section 5.2. If any time such consent or novation shall not be obtained prior to the Amendment No. 1 Effective Date Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (including entering into agreements between the Parties) designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer or the Companies would have been responsible therefor if such modifications are necessary consent or in novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned Assigned Contract for the duration of such Assigned Contract (including any automatic extensions or renewals) and only for the exact amounts payable to the Seller under such Assigned Contract for the performance of such obligations; (iii) be responsible for all of the reasonable judgment out-of-pocket costs and expenses incurred by the Buyer in performing its obligations under such Assigned Contract as a subcontractor of the Administrative Agent desirable Seller under subparagraph (ii) above; (iv) indemnify the Seller in full for any Losses suffered or incurred by the Seller to ensure the extent arising out of or relating to the Buyer’s performance as a subcontractor of the Seller under subparagraph (ii) above; and (v) procure that the Term Loan Credit AgreementCompanies shall refrain from taking any action that would reasonably be expected to have the effect of delaying, taken as a whole, is not less favorable to impairing or impeding the Loan Parties or the Lenders in receipt of any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder)such consents and novations. (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being required.

Certain Consents. (a) Each Lender party hereto hereby authorizes the Administrative Agent and/or the Collateral Agent (Nothing in this Agreement shall be construed as appropriate) on behalf of all Lenders an attempt to enter into such Security Documents (including assign any amendments, modifications Contract or restatements of any existing Security Documents as defined Governmental Authorization included in the Existing Credit Agreement Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Seller would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained, Buyer shall have the option of electing either to (i) consummate the “Existing Security Documents”)) Contemplated Transactions and hereby consents to forego any amendments, modifications one or restatements more of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood such assignments and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as not assume the obligations of the Loan Parties in respect of the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at liabilities under any time prior to the Amendment No. 1 Effective Date to the extent such modifications are necessary one or in the reasonable judgment of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may electContracts or Governmental Authorizations designated by Buyer upon notice to Seller (in which case the rights and obligations under such specified Contracts and Governmental Authorizations shall be Retained Assets and Seller Liabilities, in its sole discretionrespectively), or (ii) consummate the Contemplated Transactions without such Legal Approvals and Consents, subject to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to Seller's commitment in this Section 5 1.11. With respect to each such Contract (other than Contracts identified on Schedule 1.2) and Governmental Approval not subject to the notice identified in option (i) immediately preceding, Seller shall, at the request and under the direction of Buyer, in the name of Seller or otherwise as Buyer shall become effective upon specify, take all commercially reasonable action (including the written agreement appointment of Buyer as attorney-in-fact for Seller) and do or cause to be done all such commercially reasonable things as shall in the opinion of Buyer or its counsel be necessary or proper (i) to assure that the rights of Seller under such Contracts and Governmental Authorizations shall be preserved for the benefit of Buyer, (ii) to facilitate receipt of the Administrative Agentconsideration to be received by Seller in and under every such Contract and Governmental Authorization, which consideration shall be held for the applicable Loan Parties exclusive benefit of, and shall be delivered to, Buyer, and (iii) continue to use its commercially reasonable efforts to obtain such Legal Approvals and Consents as soon as reasonably possible after Closing. Nothing in this Section 1.11 shall in any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action way diminish Seller's obligations hereunder to obtain all Consents or consent from any Legal Approvals and to take all such other Lender being requiredactions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all Contracts and Governmental Authorizations to Buyer.

Certain Consents. Nothing in this Agreement shall be construed as an attempt to assign any Contract or Governmental Authorization included in the Purchased Assets and as to which all the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law, pass to Purchaser as an incident of the assignments provided for by this Agreement, without an applicable Legal Approval or Consent. If any such Legal Approvals or Consents are not obtained prior to Closing, Purchaser shall have the option to forego any one or more of such assignments and not assume the obligations and liabilities under any one or more of such Contracts or Governmental Authorizations (a) Each Lender party hereto hereby authorizes in which case the Administrative Agent and/or rights and obligations under such specified Contracts or Governmental Authorizations shall be Retained Assets and Retained Liabilities, respectively), and Sellers shall, at the Collateral Agent (request and under the direction of Purchaser, in the name of Sellers or otherwise as appropriate) on behalf of Purchaser shall specify, take all Lenders to enter into such Security Documents commercially reasonable action (including any amendments, modifications or restatements the appointment of any existing Security Documents Purchaser as defined in the Existing Credit Agreement (the “Existing Security Documents”)attorney-in-fact for Sellers) and hereby consents do or cause to any amendments, modifications or restatements of Existing Security Documents be done all such commercially reasonable things as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations of the Loan Parties in respect of the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to the extent such modifications are necessary or in the reasonable judgment opinion of Purchaser or its counsel be necessary or proper (i) to assure that the rights of Sellers under such Contracts or Governmental Authorizations shall be preserved for the benefit of Purchaser, and (ii) to facilitate receipt of the Administrative Agent desirable consideration to ensure that be received by Sellers in and under every such Contract or Governmental Authorization, which consideration shall be held for the Term Loan Credit Agreementexclusive benefit of, taken and shall be delivered to, Purchaser, and Sellers shall continue to use their commercially reasonable efforts to obtain such Legal Approvals and Consents as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment Nosoon as reasonably possible after Closing. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to Nothing in this Section 5 1.6 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties in any way diminish Sellers’ obligations hereunder to obtain all Consents or Legal Approvals and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action to take all such other actions prior to or consent from any other Lender being requiredat Closing as are necessary to enable Sellers to convey or assign valid title to all Contracts and Governmental Authorizations to Purchaser.

Certain Consents. (a) Each Lender Prior to the Closing, with respect to any Key Customer Contract and Key Vendor Contract (collectively, the “Key Contracts”), each party hereto hereby authorizes agrees to cooperate and use commercially reasonable efforts to obtain Consents of each counterparty to each such Key Contract that are required in connection with the Administrative Agent and/or Transactions (collectively, the Collateral Agent “Contract Consents”). In furtherance of the foregoing, (as appropriatei) for each Contract Consent, Seller or one of its Controlled Affiliates shall send a notice, in a form to be mutually agreed upon by Seller and Purchaser, to each counterparty to the applicable Key Contract that requires such Contract Consent prior to the Closing, and (ii) with respect to any Contracts or understandings listed on behalf Schedule 6.4(a) of all Lenders the Seller Disclosure Schedule (each a “Specified Shared Contract”), Seller and Purchaser shall cooperate with each other and use their commercially reasonable efforts prior to enter into the Closing (A) to divide, modify or replicate (in whole or in part) the respective rights, obligations and liabilities relating to the Business under and in respect of such Security Documents Specified Shared Contract, or (including any amendments, modifications or restatements of any existing Security Documents as defined B) to the extent the action contemplated in the Existing Credit Agreement foregoing clause (A) is not possible, novate the respective rights, obligations and liabilities relating to the Business under and in respect of such Specified Shared Contract, such that, effective as of the Closing, (1) Purchaser or its designated Affiliate is the beneficiary of the post-Closing rights, and is responsible for the post-Closing obligations and liabilities, related to that portion of such Specified Shared Contract related solely to the operation or conduct of the Business (the “Existing Security DocumentsBusiness Portion”)) (so that, subsequent to the Closing, the Seller Group shall have no post-Closing rights or post-Closing obligations and liabilities with respect to the Business Portion of such Specified Shared Contract) and hereby consents (2) the Seller Group is the beneficiary of the rights and is responsible for the obligations and liabilities related to any amendments, modifications or restatements of Existing Security Documents as such Specified Shared Contract other than the Administrative Agent shall deem necessary or advisable to satisfy Business Portion (the condition set forth in Section 3(e“Non-Business Portion”) (it being understood so that, subsequent to the Closing, Purchaser and agreed that its Affiliates shall have no rights, obligations or liabilities with respect to the same Security Documents and the same granting clause may secure the Obligations as well as the obligations Non-Business Portion of the Loan Parties in respect of the Term Loan Facilitysuch Specified Shared Contract). (b) Each Lender party hereto hereby further authorizes If the Administrative Agent Closing occurs before all Shared Contracts are assigned or otherwise divided, modified or replicated pursuant to modify Exhibit A hereto Section 6.4(a), Seller and Purchaser shall use commercially reasonable efforts and cooperate with each other in any mutually agreeable and lawful arrangement under which Seller or one of its Controlled Affiliates will provide Purchaser or its designated Affiliate the economic claims, rights and benefits of the Business Portion of such Specified Shared Contract until the earliest of (i) the expiration of the then-current term, (ii) twelve (12) months following the Closing Date and (iii) the termination of or amendment to such Specified Shared Contract upon mutual agreement by the parties; provided that any early termination fees or similar fees incurred by Seller or any of its Controlled Affiliates in so doing connection with the termination or amendment of such Specified Shared Contract pursuant to modify this clause (iii) shall be borne by Purchaser. Such arrangement may include subcontracting, sublicensing or subleasing to Purchaser or its designated Affiliate of any and all rights of Seller or its applicable Controlled Affiliate under the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date Business Portion of such Specified Shared Contract to the extent not prohibited under such modifications are necessary or in the reasonable judgment of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder)Specified Shared Contract. (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior Notwithstanding anything to the Amendment No. 1 Effective Date contrary contained in this Agreement, neither Seller nor any of its Affiliates shall (i) be required to reflect an increase expend any money, commence or participate in the Revolving Credit Commitments of not more than $50,000,000 any Proceeding, incur liabilities or offer or grant any accommodation (it being understood that financial or otherwise) to any Lender approached third party to provide all or obtain any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to Consent described in this Section 5 6.4 or (ii) have any obligation pursuant to this Section 6.4 with respect to any Key Customer Contract or Key Vendor Contract that is governed by the Transition Services Agreement. (d) From and after the Closing, (i) Purchaser shall become effective upon indemnify and hold harmless the written agreement Seller Group from and against all Losses arising from or relating to the Business Portion of any Shared Contract, (ii) Seller shall indemnify and hold harmless the applicable Purchaser and the Acquired Companies from and against all Losses arising from or relating to the Non-Business Portion of any Shared Contract, (iii) Purchaser and the Acquired Companies shall not extend the term or otherwise amend the terms of any Shared Contract in a manner that would adversely affect any member of the Administrative AgentSeller Group without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed and (iv) Seller and the applicable Loan Parties and any lender providing any portion other members of the increase Seller Group shall not extend the term or otherwise amend the terms of any Shared Contract in a manner that would adversely affect Purchaser or the Revolving Credit Commitments set forth Acquired Companies in clause (c) above any material respect without any further action Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or consent from any other Lender being requireddelayed.

Certain Consents. (a) Each Lender Prior to the Closing, with respect to any Key Customer Contract, Key Vendor Contract, and Key Real Property Lease (collectively, the "Key Contracts"), each party hereto hereby authorizes agrees to cooperate and use commercially reasonable efforts to obtain Consents of each counterparty to each such Key Contract (collectively, the Administrative Agent and/or "Contract Consents"), each holder of a Permit listed on Schedule 6.4(a) of the Collateral Agent Seller Disclosure Schedule (as appropriate“Specified Permits”), and each Governmental Authority listed on Schedule 6.4(a) of the Seller Disclosure Schedule (which such Schedule does not include Governmental Approvals in respect of Antitrust Laws) (“Specified Governmental Approvals”), in each case, that are required in connection with the Reorganization and the Transactions. In furtherance of the foregoing, (i) for each Contract Consent, Seller or its Controlled Affiliates shall send a notice, in a form to be mutually agreed upon by Seller and Purchaser, to each counterparty to the applicable Key Contract that requires such Contract Consent prior to the Closing, (ii) with respect to any Contracts or understandings listed on behalf Schedule 6.4(a) of all Lenders the Seller Disclosure Schedule (each a "Specified Shared Contract"), Seller and Purchaser shall cooperate with each other and use their commercially reasonable efforts prior to the Closing (A) to divide, assign, modify or replicate (in whole or in part) the respective rights, obligations and liabilities relating to the Business under and in respect of such Specified Shared Contract, (B) to the extent the action contemplated in the foregoing clause (A) is not possible, cause the applicable Acquired Company to enter into a new Contract with the counterparty to such Security Documents Specified Shared Contract with respect to the respective rights, obligations and liabilities relating to the Business, or (C) cause Seller to retain such Specified Shared Contract and provide the relevant services provided thereunder relating to the Business as a service under the Transition Services Agreement (in each case, upon terms and conditions substantially similar, in the aggregate, to those of such Specified Shared Contracts or as otherwise consented to by Purchaser), such that, effective as of the Closing, (1) Holdco or its designated Subsidiary is the beneficiary of the post-Closing rights, and is responsible for the post-Closing obligations and liabilities, related to that portion of such Specified Shared Contract related solely to the operation or conduct of the Business (the "Business Portion") (so that, subsequent to the Closing, the Seller Group shall have no post-Closing rights or post-Closing obligations and liabilities with respect to the Business Portion of such Specified Shared Contract, subject to clause (C) hereof) and (2) the Seller Group is the beneficiary of the rights and is responsible for the obligations and liabilities related to such Specified Shared Contract other than the Business Portion (the "Non-Business Portion") (so that, subsequent to the Closing, Purchaser and its Affiliates (including any amendmentsHoldco and Midco) shall have no rights, modifications obligations or restatements liabilities with respect to the Non-Business Portion of any existing Security Documents as defined such Specified Shared Contract), and (iii) for each Specified Permit and Specified Governmental Approval, Seller or its Controlled Affiliates shall file or submit, in a form to be mutually agreed upon by Seller and Purchaser, the Existing Credit Agreement (request for a consent, notice, or other filing to the “Existing Security Documents”)) relevant Governmental Authority applicable to each such Specified Permit and hereby consents Specified Governmental Approval prior to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations of the Loan Parties in respect of the Term Loan Facility)Closing. (b) Each Lender party hereto hereby further authorizes Without limiting any rights or obligations under the Administrative Agent Transition Services Agreement, if the Closing occurs before all Specified Shared Contracts are assigned or otherwise divided, modified or replicated pursuant to modify Exhibit A hereto Section 6.4(a), Seller and Purchaser shall use commercially reasonable efforts and cooperate with each other in any mutually agreeable and lawful arrangement under which Seller or its Controlled Affiliates will provide Holdco or its designated Affiliate the economic claims, rights and benefits of the Business Portion of such Specified Shared Contract until the earliest of (i) the expiration of the then-current term, (ii) twelve (12) months following the Closing Date and in so doing (iii) the termination of or amendment to modify such Specified Shared Contract upon mutual agreement of Seller and Purchaser. Such arrangement may include subcontracting, sublicensing or subleasing to Holdco or its designated Affiliate of any and all rights of Seller or its applicable Controlled Affiliate under the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date Business Portion of such Specified Shared Contract to the extent not prohibited under such modifications are necessary Specified Shared Contract; provided, that such subcontracting, sublicensing, or in the reasonable judgment of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable subleasing arrangement shall be subject to the Loan Parties prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned, or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder)delayed. (c) Each Lender Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor Purchaser nor any of their respective Affiliates shall (i) be required to expend any material amount of money, commence or participate in any Proceeding, incur liabilities or offer or grant any material accommodation (financial or otherwise) to any third party hereto hereby authorizes to obtain any Consent described in this Section 6.4 or (ii) have any obligation pursuant to this Section 6.4 with respect to any Key Contract that is governed by the Administrative Agent Transition Services Agreement. No representation, warranty or covenant of Seller contained in this Agreement or the other Transaction Agreements shall be breached or deemed breached, and no condition shall be deemed not satisfied, based, in and of itself, on the failure to modify Exhibit A hereto obtain any Consent described in this Section 6.4. (d) From and after the Closing, (i) the Acquired Companies shall indemnify and hold harmless the Seller Group from and against all Losses arising from or relating to the Business Portion of any Shared Contract (except to the extent such Losses that arise from or relate to actions or inactions of the Seller Group), (ii) Seller shall indemnify and hold harmless Purchaser and the Acquired Companies (including Holdco and Midco) from and against all Losses arising from or relating to the Non-Business Portion of any Shared Contract (except to the extent such Losses that arise from or relate to the actions or inactions of Purchaser or the Acquired Companies), (iii) Purchaser and the Acquired Companies (including Holdco and Midco) shall not extend the term or otherwise amend the terms of any Shared Contract in so doing a manner that would adversely affect any member of the Seller Group in any material respect without Seller's prior written consent and (iv) Seller and the other members of the Seller Group shall not extend the term or otherwise amend the terms of any Shared Contract in a manner that would adversely affect Purchaser or the Acquired Companies (including Holdco and Midco) in any material respect without Purchaser's prior written consent. (e) If a Contract Consent cannot be obtained before the Closing, following the Closing, Seller and its Controlled Affiliates shall cooperate in a mutually agreeable arrangement (using reasonable best efforts) under which the Acquired Companies would, (f) In addition to, and notwithstanding the foregoing, the Seller Parties and their Controlled Affiliates shall use reasonable best efforts to modify the Amended Credit Agreementobtain at least two (2) at any time Business Days prior to the Amendment NoClosing Date the Consents of the lender parties to the Credit Facilities in respect of the Reorganization and the Transactions on terms reasonably acceptable to Purchaser (the “Specified Consents”). 1 Effective Date to reflect an increase If such Specified Consents cannot be obtained as of the Closing, each Credit Facility shall be paid off in full (and shall be treated as Indebtedness if paid at the Revolving Credit Commitments of not more than $50,000,000 (it being understood that Closing) by the Seller Parties, and any Lender approached to provide all Encumbrances or any portion guarantees in respect of such additional Revolving Credit Commitments may elect, Facilities shall be released at Closing. The Seller Parties and their Controlled Affiliates shall release any other Encumbrances (other than Permitted Encumbrances) or guarantees that are in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or place in the reasonable judgment respect of Indebtedness as of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being requiredClosing.

Certain Consents. (a) Each Lender Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, Permit, franchise, or claim included in the Purchased Assets which is by its terms or in law nonassignable without the consent of the other party hereto hereby authorizes or parties thereto, unless such consent shall have been given, or as to which all the Administrative Agent and/or remedies for the Collateral Agent (enforcement thereof enjoyed by Seller would not, as appropriate) a matter of law, pass to Purchaser as an incident of the assignments provided for by this Agreement. In order, however, to provide Purchaser with the full realization and value of every contract, agreement, Permit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Seller agrees that on behalf and after the Closing, it will, provided that Purchaser and Seller split equally any out of pocket expenses at the request and under the direction of Purchaser, in the name of Seller or otherwise as Purchaser shall specify take all Lenders to enter into such Security Documents reasonable action (including any amendments, modifications without limitation the appointment of Purchaser as attorney-in-fact for Seller) and do or restatements of any existing Security Documents cause to be done all such things as defined shall in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications opinion of Purchaser or restatements of Existing Security Documents as the Administrative Agent shall deem its counsel be necessary or advisable proper to satisfy the condition set forth in Section 3(e) (it being understood and agreed assure that the same Security Documents rights of Seller under such contracts, agreements, Permits, franchises and claims shall be preserved for the same granting clause may secure the Obligations as well as the obligations benefit of the Loan Parties in respect Purchaser. Seller's out of the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent pocket expenses required under this Section 2.11 shall be limited to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No$7,500. 1 Effective Date to the extent such modifications are necessary or in the reasonable judgment of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to Nothing in this Section 5 shall become effective upon in any way diminish Seller's obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable Seller to convey or assign valid title to all the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being requiredPurchased Assets to Purchaser.

Certain Consents. (a) Each Tranche E Lender party hereto hereby authorizes the Administrative Agent and/or the Collateral Agent (as appropriate) on behalf of all Lenders to enter into such Security Documents (including any amendments, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations of the Loan Parties in respect of the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior future amendments to the Credit Agreement contemplated by Section 3 of Amendment No. 1 Effective Date to the extent such modifications are necessary 4 thereto, which future amendments would effect any or in the reasonable judgment all of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 following (it being understood that to the extent such amendment effects any Lender approached other changes to provide all the Credit Agreement, it shall be subject to approval by the appropriate Lenders as and to the extent specified in Section 10.02 of the Credit Agreement): (i) provides for one or more (but not all) of the Revolving Credit Lenders to forego any portion reductions of such additional their Revolving Credit Commitments may elect, in its sole discretion, otherwise scheduled to decline or occur on any date pursuant to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment Section 2.07(b) of the Administrative Agent desirable Credit Agreement, or required to achieve pro rata treatment occur by reason of such additional a voluntary reduction of Revolving Credit Commitments with at the existing option of the Borrower so long as, for each Revolving Credit CommitmentsLender whose Revolving Credit Commitment is reducing and has not agreed to forego such reduction (herein, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agenta “Reducing Lender”), the applicable Loan Parties and any lender providing any portion of the increase in Borrower shall prepay the Revolving Credit Loans of such Reducing Lender (and, to the extent necessary, provide cover for LC Exposure of such Reducing Lender pursuant to Section 2.04(i) of the Credit Agreement), in an amount equal to the amount by which the Revolving Credit Commitment of such Reducing Lender is being reduced, it being understood that (x) any such prepayment of Loans of such Reducing Lender shall be applied to the Loans of each Type and Interest Period held by such Reducing Lender so that, after giving effect to such prepayment, the Loans of such Reducing Lender are held ratably by Type and Interest Period with the Loans held by each other Revolving Credit Lender and (y) any such cover for the LC Exposure of any such Reducing Lender whose Revolving Credit Commitment is so reducing, shall be held in a sub-account of the Letter of Credit Account in which such cover is held for such Reducing Lender segregated from all other funds in the Letter of Credit Account; or (ii) provides for one or more (but not all) of the Revolving Credit Lenders to forego a voluntary termination of Commitments set forth being effected at the option of the Borrower, so long as, for each Revolving Credit Lender whose Revolving Credit Commitment is terminating and has not agreed to forego such voluntary termination (herein, a “Terminating Lender”), the Borrower shall pay in clause full the Revolving Credit Loans of such Terminating Lender (cand, to the extent necessary, provide full cover for the LC Exposure of such Terminating Lender pursuant to Section 2.04(i) above without of the Credit Agreement), it being understood that any further action or consent such cover for LC Exposure of any such Terminating Lender whose Revolving Credit Commitment is so terminating, shall be held in a sub-account of the Letter of Credit Account in which such cover is held for such Terminating Lender segregated from any all other Lender being requiredfunds in the Letter of Credit Account.

Certain Consents. If a consent of a Third Party which is required in order to assign any Acquired Asset (aor Claim, right or benefit arising thereunder or resulting therefrom) Each Lender party hereto hereby authorizes is not obtained prior to the Administrative Agent and/or Closing Date, or if an attempted assignment would be ineffective or would adversely affect the Collateral Agent (as appropriate) on behalf of all Lenders to enter into such Security Documents (including any amendments, modifications or restatements ability of any existing Security Documents as defined Seller to convey its interest in question to Purchaser, Sellers will cooperate with Purchaser and use commercially reasonable efforts in any lawful arrangement to provide that Purchaser shall receive the interests of any Seller in the Existing Credit Agreement (benefits of such Acquired Asset. If any consent or waiver is not obtained before the “Existing Security Documents”)) Closing Date and hereby the Closing is nevertheless consummated, each Seller agrees to continue to use commercially reasonable efforts to obtain all such consents as have not been obtained prior to any amendmentssuch date. NAME CHANGES. Promptly after the Closing, modifications or restatements of Existing Security Documents as each Seller shall take all necessary action to change its name to a name bearing no resemblance to the Administrative Agent shall deem necessary or advisable to satisfy the condition names set forth on the signature pages to this Agreement. ACCOUNTS RECEIVABLE/COLLECTIONS. After the Closing, Sellers shall permit Purchaser to collect, in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations name of Sellers, all accounts receivable constituting part of the Loan Parties Acquired Assets and to endorse with the name of any Seller for deposit in Purchaser's account any checks or drafts received in payment thereof. Sellers shall promptly deliver to Purchaser any cash, checks or other property that they may receive after the Closing in respect of the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to the extent such modifications are necessary accounts receivable or in the reasonable judgment other asset constituting part of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder)Acquired Assets. (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being required.

Certain Consents. (a) Each Lender party hereto hereby authorizes To the Administrative Agent and/or extent that Sellers' rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the Collateral Agent (as appropriate) on behalf consent of all Lenders to enter into such Security Documents (including any amendments, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations of the Loan Parties in respect of the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time another person which has not been obtained prior to the Amendment No. 1 Effective Date Closing Date, and which is material to the extent ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and each Seller, at its expense, shall use its reasonable good faith efforts to obtain any such modifications are required consent(s) as promptly as possible. If any necessary consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the reasonable judgment benefit of the Administrative Agent desirable to ensure that the Term Loan Credit Agreementall such rights, taken as a wholeSellers, is not less favorable to the Loan Parties or maximum extent permitted by law and the Lenders specific Acquired Asset and at Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any material respect than other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in SECTION 13.1(B) hereof if Sellers shall not have obtained the Amended Credit Agreement (taking into account customary differences consents identified on SCHEDULE 4.5 in accordance with the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) terms hereof, at any time or prior to the Amendment NoClosing Date. 1 Effective Date Notwithstanding the forgoing, Purchaser, and not Sellers, shall be responsible for any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being requiredSECTION 4.5.

Certain Consents. (a) Each Lender party hereto hereby authorizes Following the Administrative Agent and/or Closing, at the Collateral Agent request of FDFS, Comdata shall use commercially reasonable efforts (as appropriatebut which shall not include the payment of fees by Comdata to any third party) on behalf of all Lenders to enter into such Security Documents (including assist FDFS in obtaining any amendments, modifications or restatements consent of any existing Security Documents as defined third party which may be required in order to assign any rights or other assets constituting Purchased Gaming Assets. If FDFS is unable to obtain any such consent, or believes that an attempt to assign such Purchased Gaming Asset would be ineffective or would adversely affect the ability of FDFS to receive the asset in question, at the request of FDFS Comdata will cooperate with FDFS in any commercially reasonable alternative arrangement designed to provide FDFS the benefits that, with respect to such Purchased Gaming Assets, were contemplated to be conferred on FDFS by this Agreement. If FDFS is unable to obtain such consent, such Purchased Gaming Asset shall, at FDFS's election, be deemed to have been excluded from the Purchased Gaming Assets conveyed to FDFS hereunder and be deemed to have been an Excluded Gaming Asset for the purposes of the Agreement, PROVIDED, HOWEVER, that to the extent any such Purchased Gaming Asset would have been included on the Closing Date Gaming Special Report if such consent had been obtained, it shall be included on the Closing Date Gaming Special Report even in the Existing Credit Agreement (absence of such consent; and PROVIDED, FURTHER, that, notwithstanding any such election, the “Existing Security Documents”)) and hereby consents to any amendments, modifications liabilities or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations of FDFS relating to such Purchased Gaming Asset shall, except to the Loan Parties extent provided in SECTION 2.5 (other than SECTION 2.5(d)), be deemed to have been an Assumed Gaming Liability for purposes of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be construed as an attempt to assign any Purchased Gaming Asset in respect of which FDFS has made the Term Loan Facility)an election contemplated by the third sentence of this SECTION 7.11(a) without the consent of the other party thereto. (b) Each Lender Following the Closing, at the request of Comdata, NTS shall use commercially reasonable efforts (but which shall not include the payment of fees by NTS to any third party) to assist Comdata in obtaining any consent of any third party hereto hereby further authorizes which may be required in order to assign any rights or other assets constituting Purchased NTS Assets. If Comdata is unable to obtain any such consent, or believes that an attempt to assign such Purchased NTS Asset would be ineffective or would adversely affect the Administrative Agent ability of Comdata to modify Exhibit A hereto (receive the asset in question, at the request of Comdata NTS will cooperate with Comdata in any commercially reasonable alternative arrangement designed to provide Comdata the benefits that, with respect to such Purchased NTS Assets, were contemplated to be conferred on Comdata by this Agreement. If Comdata is unable to obtain such consent, such Purchased NTS Asset shall, at Comdata's election, be deemed to have been excluded from the Purchased NTS Assets conveyed to Comdata hereunder and in so doing be deemed to modify have been an Excluded NTS Asset for the Amended Credit purposes of the Agreement) at any time prior to the Amendment No. 1 Effective Date , PROVIDED, HOWEVER, that to the extent any such modifications are necessary or Purchased NTS Asset would have been included on the Closing Date NTS Special Report if such consent had been obtained, it shall be included on the Closing Date NTS Special Report even in the reasonable judgment absence of such consent; and PROVIDED, FURTHER, that, notwithstanding any such election, the liabilities or obligations of Comdata relating to such Purchased NTS Asset shall, except to the extent provided in SECTION 2.9 (other than SECTION 2.9(d)), be deemed to have been an Assumed NTS Liability for purposes of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall be construed as an attempt to assign any Purchased NTS Asset in respect of which Comdata has made the an election contemplated by the third sentence of this SECTION 7.11(b) without the consent of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder)other party thereto. (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being required.

Certain Consents. (a) Each Lender party hereto hereby authorizes the Administrative Agent and/or the Collateral Agent (Nothing in this Agreement shall be construed as appropriate) on behalf of all Lenders an agreement to enter into such Security Documents (including assign any amendmentscontract, modifications agreement, permit, franchise, right or restatements of any existing Security Documents as defined claim included in the Existing Credit Purchased Assets which is by its terms or in law nonassignable, or is not assignable without the consent of the other party or parties thereto, unless such consent shall have been given, or as to which all the remedies for the enforcement thereof enjoyed by Sellers would not, as a matter of law, pass to Buyer as an incident of the assignments provided for by this Agreement (a "Non-Assignable Contract"). Buyer shall reasonably cooperate with Sellers in their effort to obtain any such consent, including without limitation providing its financial statements to the “Existing Security Documents”)) other party to the applicable contract or agreement subject to a confidentiality agreement and hereby consents using its commercially reasonable efforts to any amendmentsobtain surety bonds with respect to the applicable contract or agreement; provided, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and parties acknowledge that Buyer may not be able to obtain such bonds until after the same granting clause may secure Closing. To the Obligations as well as the obligations of the Loan Parties extent that any such consent or approval in respect of of, or an novation of, a Non-Assignable Contract shall not have been obtained on or before the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes Closing Date, the Administrative Agent to modify Exhibit A hereto (parties shall use their commercially reasonable efforts and shall cooperate in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date reasonable arrangement, to the extent permitted by law, to assure the Buyer the benefits of such modifications are Non-Assignable Contract and to allow Buyer to perform Sellers' obligations under such Non-Assignable Contract to the extent arising after the Effective Time. To the extent lawful and reasonable under the circumstances, including the obtaining of any such necessary consent or approval after the Closing (provided that Sellers and their Affiliates shall not be required to pay any money or other consideration in excess of nominal amounts to effect such consent or approval), Sellers, at the request and under the direction of Buyer, shall take all reasonable judgment actions to assure that the rights of the Administrative Agent desirable to ensure that Sellers under the Term Loan Credit Agreement, taken as a whole, is not less favorable Non-Assignable Contracts shall be preserved for the benefit of and delivered to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment NoBuyer. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to Nothing in this Section 5 shall become effective upon in any way diminish Parent's and Sellers' obligations hereunder to obtain all consents and approvals (except for the written agreement of Purchase Order Consents) and to take all such other actions prior to or at Closing as are necessary to enable Sellers to convey or assign valid title to all the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being requiredPurchased Assets to Buyer.

Certain Consents. (a) Each Lender party hereto hereby authorizes the Administrative Agent and/or the Collateral Agent (Except as appropriate) on behalf of all Lenders to enter into such Security Documents (including any amendments, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition otherwise set forth in Section 3(e) (it being understood 1.06(b), if and agreed to the extent that the same Security Documents Conveyance to Acquiror of any Acquired Asset or to the Seller Group of any Excluded Asset would be a violation of applicable Laws or require any Consent in connection with the transactions contemplated hereby that has not been obtained as of the Closing, then, notwithstanding any other provision hereof, such Conveyance will automatically be deferred and will not occur until all legal impediments are removed or such Consents have been obtained. Notwithstanding the foregoing, any such Asset will still be considered an Acquired Asset or Excluded Asset, as applicable, and the same granting clause may secure Person retaining such Asset will thereafter hold such Asset in trust for the Obligations benefit, insofar as well as the obligations reasonably possible, of the Loan Person entitled thereto (and at such Person’s sole expense) until the consummation of the Conveyance thereof. The Parties will use their respective Commercially Reasonable Efforts to develop and implement arrangements to place the Person entitled to receive such Asset, insofar as reasonably possible and to the extent not prohibited by applicable Law or the relevant Contract, in the same position as if such Asset had been Conveyed as contemplated hereby such that all the benefits and burdens relating to such Asset, including possession, use, risk of loss, potential for gain, any Tax Liabilities in respect of thereof and dominion, control and command over such Asset, are to inure from and after the Term Loan Facility)Closing to such Person. (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (If and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to the extent that the Conveyance to Acquiror of any Foxtail Facility or the sublease of any Real Property Lease to Acquiror or one of its Subsidiaries would require any Consent in connection with the transactions contemplated hereby that has not been obtained as of the Closing, then, such modifications are necessary Conveyance or sublease will not occur at the Closing and such Foxtail Facility and Real Property Lease will be deemed to be an Excluded Asset (each, a “Non-Transferred Facility”). Seller shall, or shall cause any applicable Subsidiary to, provide to Acquiror or one of its Subsidiaries, access to and use of such Non-Transferred Facility under the Transition Services Agreement for a reasonable amount of time following the Closing in order to allow the Foxtail Business to continue to operate uninterrupted and in the Ordinary Course of Business and to enable Acquiror or its Subsidiary to find an alternative facility satisfactory to Acquiror in Acquiror’s reasonable judgment of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder)discretion. (c) Each Lender party hereto hereby authorizes From the Administrative Agent date hereof until the earlier of the first anniversary of the Closing Date, Seller will use its, and will cause its Subsidiaries to modify Exhibit A hereto use their, Commercially Reasonable Efforts to seek to remove any legal impediments or secure any contractual Consents required from third parties to Foxtail Contracts necessary to Convey such Foxtail Contracts to Acquiror or one of its Affiliates. For purposes of Section 1.06(c), the use of “Commercially Reasonable Efforts” to secure any contractual Consents required from third parties to Foxtail Contracts will require Seller and Acquiror to take the actions set forth on Section 1.06(c) of the Seller Disclosure Letter. In the event that Acquiror or any of its Affiliates has a pre-Closing contractual relationship with any customer for which Consent is required and sought under this Section 1.06(c), then Acquiror will reasonably cooperate with Seller in Seller’s efforts to remove any legal impediments or secure any contractual Consents with respect to such third parties. If and when the applicable legal or contractual impediments are removed or the applicable Consents are obtained, the Conveyance of the applicable Asset will be effected in accordance with the terms of this Agreement or such applicable Ancillary Agreement. Nothing in this Section 1.06 will be deemed to (and A) constitute or require a waiver by any of the Parties of any of the closing conditions set forth in so doing Article VI, including the receipt of the Governmental Approvals, or (B) apply to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (Shared Contract, it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Shared Contracts are governed by Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being required4.13.

Certain Consents. The Company and Mattel shall use reasonable efforts (awhich shall not include the payment of money by Mattel) Each Lender to obtain all consents and approvals required for the assignment, effective as of the Closing, to the TLC Subsidiaries of the Contracts relating to the TLC Business to which Mattel is a party hereto hereby authorizes the Administrative Agent and/or the Collateral Agent (as appropriate) on behalf of all Lenders to enter into such Security Documents (including any amendments, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition that are set forth in Section 3(e5.7 of the TLC Disclosure Schedule ("Parent-Level Contracts"). From and after the Closing, for so long as such consent or approval cannot be obtained, Mattel shall, to the extent reasonably practicable, provide the Company or the assignee of the Company in a Liquidity Event (or, as applicable, the TLC Subsidiaries) the economic benefit (it being understood taking into account costs and agreed that benefits with respect to Taxes) of the Parent-Level Contracts to the same Security Documents extent as if Mattel had not been precluded from assigning such agreements to the TLC Subsidiaries, and the same granting clause may secure Company shall or shall cause a TLC Subsidiary (or shall cause such assignee) to perform all obligations and assume all liabilities and obligations under such Parent-Level Contracts. If the Obligations as well as the obligations of the Loan Parties Taxes and other costs imposed upon Mattel in respect of the Term Loan Facility). performance of such Parent-Level Contracts exceed the monies received by Mattel in respect thereof, the Company shall (bor shall cause such assignee to) Each Lender promptly reimburse Mattel for such excess. Nothing in this Agreement shall be construed as an attempt to assign any Parent- Level Contract or any right thereto that by the terms of such Parent-Level Contract is not assignable without the consent of the other party hereto hereby further authorizes to such contract or if an assignment or transfer or attempt to make such an assignment or transfer without the Administrative Agent consent of a third party or a waiver of a third party's rights would constitute a breach or violation thereof or adversely affect the rights of Mattel, the Company, or any of the TLC Subsidiaries thereunder or thereto. Any transfer of any Parent- Level Contract described in the preceding sentence shall be made subject to modify Exhibit A hereto (such consent or waiver being obtained. If and when such consents and approvals are obtained, the transfer of the applicable Parent-Level Contract shall be effected in so doing to modify accordance with the Amended Credit terms of this Agreement) at any time prior to . For U.S. federal income tax purposes, the Amendment No. 1 Effective Date parties shall treat the Parent-Level Contracts as owned, from and after the Closing, by the Company or a Subsidiary of the Company, except to the extent such modifications are necessary or in the reasonable judgment of the Administrative Agent desirable otherwise required pursuant to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder)Determination. (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being required.

Certain Consents. (a) Each Lender Nothing in this Agreement shall be construed as an attempt to assign any contract, agreement, Permit, franchise, or claim included in the Purchased Assets which is by its terms or in law nonassignable without the consent of the other party hereto hereby authorizes or parties thereto, unless such consent shall have been given, or as to which all the Administrative Agent and/or remedies for the Collateral Agent (enforcement thereof enjoyed by Sellers would not, as appropriate) a matter of law, pass to Purchasers as an incident of the assignments provided for by this Agreement. In order, however, to provide Purchasers with the full realization and value of every contract, agreement, Permit, franchise and claim of the character described in the immediately preceding sentence and under the circumstances described in the immediately preceding sentence, Sellers agrees that on behalf and after the Closing, they will, provided that Purchasers and Sellers split equally any out of pocket expenses at the request and under the direction of Purchasers, in the name of Sellers or otherwise as Purchasers shall specify take all Lenders to enter into such Security Documents reasonable action (including any amendments, modifications without limitation the appointment of the appropriate Purchasers as attorney-in-fact for Sellers) and do or restatements of any existing Security Documents cause to be done all such things as defined shall in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications opinion of Purchasers or restatements of Existing Security Documents as the Administrative Agent shall deem their counsel be necessary or advisable proper (i) to satisfy the condition set forth in Section 3(e) (it being understood and agreed assure that the same Security Documents rights of Sellers under such contracts, agreements, Permits, franchises and claims shall be preserved for the same granting clause may secure the Obligations as well as the obligations benefit of Purchasers and (ii) to facilitate receipt of the Loan Parties consideration to be received by Sellers in respect of and under every such contract, agreement, Permit, franchise and claim, which consideration shall be held for the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (benefit of, and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment Noshall be delivered to, Purchasers. 1 Effective Date to the extent such modifications are necessary or in the reasonable judgment of the Administrative Agent desirable to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to Nothing in this Section 5 shall become effective upon in any way diminish Sellers' obligations hereunder to obtain all consents and approvals and to take all such other actions prior to or at Closing as are necessary to enable Sellers to convey or assign valid title to all the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being requiredPurchased Assets to Purchasers.

Certain Consents. (a) Each Lender party hereto hereby authorizes To the Administrative Agent and/or extent that Sellers' rights under any agreement, Contract, commitment, lease, Permit, Real Property Lease or other Acquired Asset to be assigned to Purchaser hereunder may not be assigned without the Collateral Agent (as appropriate) on behalf consent of all Lenders to enter into such Security Documents (including any amendments, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations of the Loan Parties in respect of the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time another person which has not been obtained prior to the Amendment No. 1 Effective Date Closing Date, and which is material to the extent ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and each Seller, at its expense, shall use its reasonable good faith efforts to obtain any such modifications are required consent(s) as promptly as possible. If any necessary consent shall not be obtained or if any attempted assignment would be ineffective or would impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the reasonable judgment benefit of the Administrative Agent desirable to ensure that the Term Loan Credit Agreementall such rights, taken as a wholeSellers, is not less favorable to the Loan Parties or maximum extent permitted by law and the Lenders specific Acquired Asset and at Sellers' expense, shall act after the Closing as Purchaser's agent in order to obtain for the Purchaser the benefits thereunder, and Sellers shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets with Purchaser in any material respect than other reasonable arrangement designed to provide such benefits to Purchaser, including any sublease or subcontract or similar arrangement. The obligation of Sellers hereunder shall not be in limitation of Purchaser's right to terminate this Agreement as provided in SECTION 13.1(b) hereof if Sellers shall not have obtained the Amended Credit Agreement (taking into account customary differences consents identified on SCHEDULE 4.5 in accordance with the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) terms hereof, at any time or prior to the Amendment NoClosing Date. 1 Effective Date Notwithstanding the forgoing, Purchaser, and not Sellers, shall be responsible for any amounts that may become due or other obligations that may arise as a result of Sellers' actions pursuant to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being requiredSECTION 4.5.

Certain Consents. (a) Each Lender party hereto If and to the extent that the Conveyance of any Acquired Asset or Assumed Liability, to an Acquired Entity, the sale of the Acquired Entity Interests to Acquiror or its designated Affiliate, or both, or the retention by Seller Group of any Excluded Asset or Excluded Liability, or any sublease transaction contemplated by the Post-Closing Leases, would be a violation of applicable Laws or require any Permit or Consent in connection with the transactions contemplated hereby authorizes that has not been obtained as of the Administrative Agent Closing, or would otherwise materially and adversely affect the rights of Acquiror or its designated Affiliate thereunder, then, notwithstanding any other provision hereof, such Conveyance, sale or sublease transaction will automatically be deferred and will not occur until all legal impediments are removed or such Permits and/or Consents have been obtained. Notwithstanding the Collateral Agent foregoing, any such Asset or Liability will still be considered an Acquired Asset, Assumed Liability, Excluded Asset or Excluded Liability, as applicable, and the Person retaining such Asset or Liability will thereafter hold such Asset or Liability in trust for the benefit, insofar as reasonably possible, of the Person entitled thereto (and at such beneficiary’s sole expense) until the consummation of the Conveyance, sale, retention or sublease transaction thereof. The Parties will use, and will cause their respective Subsidiaries to use, their respective Commercially Reasonable Efforts to continue to seek to remove any legal impediments, obtain any Permits or secure any contractual Consents required from third parties necessary to Convey such Asset or Liability or to effect such sale, retention or sublease transaction, including using Commercially Reasonable Efforts to take the actions set forth on Section 1.07(a) of the Seller Disclosure Letter; provided that Seller’s and Acquiror’s obligations with respect to the foregoing will terminate on the 12-month anniversary of the Closing Date. Following the Closing, until the applicable legal or contractual impediments are removed or the applicable Permits and/or Consents are obtained, the Parties will develop and implement arrangements to place the Person entitled to receive such Asset or Liability, insofar as reasonably possible and to the extent not prohibited by applicable Law or the relevant Contract, in the same position as if such Asset or Liability had been Conveyed or such sale, retention or sublease transaction were effected as contemplated hereby such that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for gain, any Tax Liabilities in respect thereof and dominion, control and command over such Asset or Liability, are to inure from and after the Closing to such Person, including, with respect to any Transferred Customer Contract or Transferred Supplier Contract, to the extent not prohibited by applicable Law or the relevant Contract, allowing Acquiror or a member of the Acquiror Group to serve as a subcontractor, sub-licensor or sub-lessor (as appropriateapplicable) on behalf of all Lenders to enter into Seller and the other members of the Seller Group under such Security Documents (including any amendmentsTransferred Contract from and after the Closing, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that under substantially the same Security Documents terms as Seller or the applicable member of the Seller Group enjoys under such Transferred Contract, until, subject to Section 1.07(b), the earliest of (A) the assignment of the Transferred Contract upon the receipt of the Consent or Permit required for such assignment, (B) the execution of a new Contract between a member of the Acquiror Group and the same granting clause may secure relevant customer in respect of the Obligations as well as services provided by the Business under such Transferred Contract, (C) the full performance of the obligations of the Loan Parties Business under such Transferred Contract, and (D) the termination of such Transferred Contract. In furtherance of the foregoing, Seller shall, without further consideration therefor, pay and remit to Acquiror or its designated Affiliate all monies, rights and other consideration received in respect of such Asset or Liability as promptly as reasonably practicable after receipt thereof, and Acquiror or its designated Affiliate shall reimburse Seller or its designated Affiliate for all reasonable and documented out-of-pocket costs and expenses incurred by the Term Loan FacilitySeller Group in connection with the performance of any Transferred Contract prior to its assignment to the Acquiror Group (including Taxes incurred as a result of the receipt of such consideration (net of any Tax benefit realized as the result of the payment of such consideration), but excluding any allocated overhead) and, insofar as reasonably possible and to the extent not prohibited by applicable Law or the relevant Contract, Acquiror or its designated Affiliate will pay, perform and discharge fully, promptly when due, all of the obligations of Seller and its Affiliates in respect of such performance as would have been assumed by Acquiror or its designated Affiliate hereunder if such Assets and Liabilities had been transferred at the Closing. In furtherance of the foregoing, (i) Seller shall provide the services described in Section Seller B2C TSA for Project Hickory (Billing ops) of Exhibit A to the Transition Services Agreement and (ii) with respect to a Post-Closing Lease, at Seller’s request, Acquiror and Seller shall reasonably negotiate to allow Seller or the applicable member group to license such space under the Colocation Agreement Amendment if a Consent relating to a Post-Closing Lease is not obtained. (b) Each Lender party hereto hereby further authorizes Without limiting the Administrative Agent obligations under Section 1.07(a) above, to modify Exhibit A hereto (and in so doing the extent any Transferred Customer Contract has not been Conveyed to modify Acquiror or another member of the Amended Credit Agreement) at any time Acquiror Group prior to the Amendment No. 1 Effective 18-month anniversary of the Closing Date due to the extent existence of any legal or contractual impediments or the pendency of any required Permits or Consents, upon the written request of either Party, any such modifications are necessary or in Contracts which have not been Conveyed will instead become subject to the reasonable judgment terms of the Administrative Agent desirable reseller arrangements provided for under the Joint Marketing Agreement or an alternative reseller arrangement to ensure that the Term Loan Credit Agreement, taken as a whole, is not less favorable to the Loan Parties or the Lenders in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder)which Seller and Acquiror may otherwise reasonably agree. (c) Each Lender Neither Party will be required to make any non-de minimis payments, incur any non-de minimis Liability (including any guarantee or other non-monetary security) or offer or grant any non-de minimis accommodation (financial or otherwise) to any third party hereto hereby authorizes the Administrative Agent in connection with any action contemplated by this Section 1.07, nor will Seller commit to modify Exhibit A hereto make any payments (and other than cash payments that are paid in so doing to modify the Amended Credit Agreement) at any time full prior to the Amendment No. 1 Effective Date Closing) or make any non-monetary concession that would purport to reflect an increase in bind Acquiror, any Affiliate of Acquiror, the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all Business or any portion Acquired Entity following the Closing, in each case without Acquiror’s prior written consent (not to be unreasonably withheld, conditioned or delayed), except as set forth on Section 1.07(c) of the Seller Disclosure Letter. If and when the applicable legal or contractual impediments are removed or the applicable Permits and/or Consents are obtained, the Conveyance of the applicable Asset or Liability will be effected in accordance with the terms of this Agreement. (d) In the event that despite the actions and/or the implementation of the arrangements contemplated by Sections 1.07(a) and 1.07(b), the Conveyance of any Transferred Real Property Lease or Owned Site (other than any Owned Site listed on Section 1.07(d)(i) of the Seller Disclosure Letter, to which this Section 1.07(d) will not apply) to an Acquired Entity, the sale of the Acquired Entity Interests to Acquiror or its designated Affiliate, or both, would require any Consent (including any Consent or action listed on Section 1.07(d)(ii) of the Seller Disclosure Letter) in connection with the transactions contemplated hereby that has not been obtained as of the Closing, and Seller is unable to otherwise transfer the benefits and burdens of such additional Revolving Credit Commitments may electTransferred Real Property Lease to Acquiror such that Acquiror would be in a substantially similar position as if such Consent or action had been obtained or taken, in its sole discretionthen, notwithstanding any other provision hereof, (i) such Transferred Real Property Lease shall not be Conveyed to decline such Acquired Entity, and any such Owned Site and any real property to which such Transferred Real Property Lease relates will be deemed removed from Section 1.03(a) or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment Section 1.03(b) of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit CommitmentsSeller Disclosure Letter, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendmentapplicable, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action by Seller or consent from Acquiror and will not be considered an Owned Site, Leased Site or Transferred Site under this Agreement or any other Lender being requiredAncillary Agreement (including without limitation for the purposes of the definition of Business and Acquired Assets), (ii) all Transferred Customer Contracts, Shared Customer Contracts and Transferred Tenant Leases, to the extent pertaining to such real property will be deemed Excluded Assets without any further action by Seller or Acquiror, and (iii) the U.S. Purchase Price, the Brazil Purchase Price or the Colombia Purchase Price (as applicable) will be adjusted as set forth on Section 1.07(d) of the Seller Disclosure Letter. (e) Nothing in this Section 1.07 will be deemed to (i) constitute or require a waiver by any of the Parties of any of the closing conditions set forth in Article V, including the receipt of the Governmental Approvals, or (ii) apply to any Shared Customer Contracts, which are governed by Section 4.04, or Government Contracts, which are governed by Section 4.18.

Certain Consents. (ai) Each Lender Notwithstanding any other provision of this Agreement to the contrary, to the extent that any of the RD-180 Assigned Contracts, or any of the rights or claims described in Section 13.1(a)(vii) or Liabilities of the Seller described in Section 13.2(a)(i) are not assignable without the consent, waiver or approval of another party, this Agreement shall not constitute an assignment or an attempted assignment or assumption or attempted assumption thereof if such assignment, attempted assignment, assumption or attempted assumption would constitute a violation of a Requirement of Law or a breach or default under such RD-180 Assigned Contract or otherwise trigger any termination or renegotiation right of such other party hereto hereby authorizes to such RD-180 Assigned Contract. (ii) Prior to the Administrative Agent and/or RDA Closing Date, the Collateral Agent Seller and the Buyer shall cooperate and use reasonable efforts to obtain such consents and novations in accordance with Section 5.2. If any such consent or novation shall not be obtained prior to the RDA Closing Date, except with respect to Government Contracts that are addressed in Section 6.4, the Seller and the Buyer shall cooperate in good faith to mutually agree upon a reasonable arrangement (as appropriateincluding entering into agreements between the Parties) on behalf designed to provide or transfer to the Buyer the benefits intended to be assigned to, and the burdens and Liabilities intended to be assumed by, the Buyer, including, with respect to any RD-180 Assigned Contract, at the Buyer’s request, enforcement at the cost and for the account of the Buyer of any and all Lenders rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided, that the Buyer shall (i) pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that the Buyer, the Companies and PWPG would have been responsible therefor if such consent or novation had been obtained; (ii) enter into a written Contract with the Seller to act as a subcontractor of the Seller to perform any and all obligations of the Seller under each aforementioned RD-180 Assigned Contract for the duration of such Security Documents RD-180 Assigned Contract (including any amendments, modifications automatic extensions or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)renewals) and hereby consents only for the exact amounts payable to any amendments, modifications or restatements the Seller under such RD-180 Assigned Contract for the performance of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(esuch obligations; (iii) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations be responsible for all of the Loan Parties reasonable out-of-pocket costs and expenses incurred by the Buyer in respect performing its obligations under such RD-180 Assigned Contract as a subcontractor of the Term Loan Facility). Seller under subparagraph (bii) Each Lender party hereto hereby further authorizes above; (iv) indemnify the Administrative Agent to modify Exhibit A hereto (and Seller in so doing to modify full for any Losses suffered or incurred by the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date Seller to the extent such modifications are necessary arising out of or in relating to the reasonable judgment Buyer’s performance as a subcontractor of the Administrative Agent desirable to ensure Seller under subparagraph (ii) above; and (v) procure that the Term Loan Credit AgreementCompanies and PWPG shall refrain from taking any action that would reasonably be expected to have the effect of delaying, taken as a whole, is not less favorable to impairing or impeding the Loan Parties or the Lenders in receipt of any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder)such consents and novations. (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or to provide such additional Revolving Credit Commitments). Such modifications shall include changes necessary or in the reasonable judgment of the Administrative Agent desirable to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being required.

Certain Consents. (a) Each Lender party hereto hereby authorizes Except for the Administrative Agent and/or consent of CUE to the Collateral Agent (as appropriate) on behalf assignment to Purchaser of all Lenders the CUE Regional Affiliate Agreement, the receipt of which is a condition precedent to enter into such Security Documents (including any amendments, modifications or restatements of any existing Security Documents as defined in the Existing Credit Agreement (the “Existing Security Documents”)) and hereby consents to any amendments, modifications or restatements of Existing Security Documents as the Administrative Agent shall deem necessary or advisable to satisfy the condition set forth in Section 3(e) (it being understood and agreed that the same Security Documents and the same granting clause may secure the Obligations as well as the obligations of Purchaser hereunder, to the Loan Parties in respect extent that the rights of Seller under any agreement, Contract, commitment, Permit, or other Acquired Asset to be assigned to Purchaser by Seller hereunder may not be assigned without the Term Loan Facility). (b) Each Lender party hereto hereby further authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time consent of another person which has not been obtained prior to the Amendment No. 1 Effective Date Closing Date, and which is materially important to the extent ownership, use or disposition by Purchaser of an Acquired Asset, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its best efforts to obtain any such modifications are necessary required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would materially impair Purchaser's rights under the Acquired Asset in question so that Purchaser would not in effect acquire the reasonable judgment benefit of the Administrative Agent desirable to ensure that the Term Loan Credit Agreementall such rights, taken as a wholeSeller, is not less favorable to the Loan Parties or maximum extent permitted by law and the Lenders specific Acquired Asset and at Seller's expense, shall, at its expense, act after the Closing as Purchaser's agent in order to obtain for Purchaser the benefits thereunder, and Seller shall cooperate, to the maximum extent permitted by law and the specific Acquired Assets, with Purchaser in any material respect than the Amended Credit Agreement (taking into account customary differences in the facilities documented thereunder). (c) Each Lender party hereto hereby authorizes the Administrative Agent to modify Exhibit A hereto (and in so doing to modify the Amended Credit Agreement) at any time prior to the Amendment No. 1 Effective Date to reflect an increase in the Revolving Credit Commitments of not more than $50,000,000 (it being understood that any Lender approached to provide all or any portion of such additional Revolving Credit Commitments may elect, in its sole discretion, to decline or other reasonable arrangement designed to provide such additional Revolving Credit Commitments)benefits to Purchaser, including any sublease, subcontract or similar arrangement. Such modifications shall include changes necessary Notwithstanding anything to the contrary stated herein, in using its best efforts to obtain any such consent or in acting as Purchaser's agent after the reasonable judgment of the Administrative Agent desirable Closing, Seller shall not be required to achieve pro rata treatment of such additional Revolving Credit Commitments with the existing Revolving Credit Commitments, including as pay other than nominal amounts to participation in Letters of Credit and allocation of outstanding Loans. Any such amendment, modification or restatement referred to in this Section 5 shall become effective upon the written agreement of the Administrative Agent, the applicable Loan Parties and any lender providing any portion of the increase in the Revolving Credit Commitments set forth in clause (c) above without any further action or consent from any other Lender being requiredthird parties.