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 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. (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.