Common use of Consent and Agreement Clause in Contracts

Consent and Agreement. (a) Subject to the terms and conditions set forth herein, effective upon the occurrence of the Second Amendment Effective Date, the parties hereto agree that, notwithstanding anything else in the Credit Agreement to the contrary, (i) the Loan Parties shall not have to comply with the (a) Minimum Consolidated EBITDA test set forth in Section 6.18 of the Credit Agreement (as in effect prior to this Amendment) for the Measurement Period ending March 31, 2024, (b) Minimum Liquidity test set forth in Section 6.19 of the Credit Agreement (as in effect prior to this Amendment) for the months ending March 31, 2024 and April 30, 2024 and (ii) the financial statements to be delivered for the month ending March 31, 2024 pursuant to Section 5.09.2, together with the Compliance Certificate to be delivered in connection therewith pursuant to Section 5.09.5, shall not be due until the Second Amendment Effective Date. Each Loan Party acknowledges and agrees that the consent contained in the foregoing shall not waive or amend (or be deemed to be or constitute an amendment to or waiver of) any other covenant, term or provision in the Credit Agreement or hinder, restrict or otherwise modify the rights and remedies of the Lenders and the Administrative Agent following the occurrence of any other present or future Default or Event of Default under the Credit Agreement or any other Credit Document. (b) On or before May 24, 2024 (or such later date as the Administrative Agent may agree in its sole discretion), the Loan Parties shall engage (the scope of which engagement shall be reasonably satisfactory to the Administrative Agent), at the sole cost and expense of the Loan Parties, an independent consulting firm acceptable to the Administrative Agent in the exercise of its sole and absolute discretion (the “Consultant”), who shall be directed by, and report solely to, the Administrative Agent, to evaluate and confidentially advise the Administrative Agent with respect to the operations and financial affairs of the Loan Parties and their Subsidiaries during the Ratio Adjustment Period. Borrower and each other Loan Party shall, and shall cause their Subsidiaries to, during the Ratio Adjustment Period, cooperate with the Consultant, promptly furnishing or granting it access to the Loan Parties and Subsidiaries books, records, documents and financial information during reasonable business hours and promptly respond to the Consultant’s questions or requests for information. (c) On or before June 10, 2024, the Administrative Agent shall have received satisfactory evidence that a capital infusion equal to $15,000,000 has been made by Coliseum (or another capital provider) to LDRV, all on terms acceptable to the Administrative Agent. (d) On or before June 10, 2024, the Administrative Agent shall have received a $5,000,000 repayment of the principal amount of the Revolving Credit Loans, together with delivery of a notice pursuant to Section 2.03.6, permanently reducing the Revolving Credit Dollar Cap and Revolving Credit Commitments, effective as of the date of such notice, by such $5,000,000 amount (such notice may be provided simultaneously with the making of such payment notwithstanding the requirements set forth in Section 2.03.6).

Consent and Agreement. Investor and each Milford Entity: a. agree that Collateral Agent shall have the right (abut not the obligation) Subject upon occurrence and continuation of an Event of Default to make all demands, give all notices, take all actions and exercise all rights of the Obligors under the Agreement (including any certificates that must be delivered by an officer of an Obligor), and agrees to accept any such demands, notices, actions and exercises; provided, however, that, insofar as Collateral Agent exercises any of its rights under the Agreement or makes any claims with respect to payments or other obligations under the Agreement, the terms and conditions set forth herein, effective upon the occurrence of the Second Amendment Effective Date, the parties hereto agree that, notwithstanding anything else in the Credit Agreement applicable to such exercise of rights or claims shall apply to Collateral Agent to the contrary, same extent as to the applicable Obligor; b. agree not to (i) cancel or terminate the Loan Parties shall not have to comply with Agreement or suspend performance of its obligations thereunder, except as provided in the (a) Minimum Consolidated EBITDA test set forth in Section 6.18 of the Credit Agreement (as including with respect to any date specific condition precedent in effect prior to the Agreement) or by operation of law and, in any event, except in accordance with Section 4 of this Amendment) for the Measurement Period ending March 31, 2024, (b) Minimum Liquidity test set forth in Section 6.19 of the Credit Agreement (as in effect prior to this Amendment) for the months ending March 31, 2024 and April 30, 2024 and Consent; (ii) consent to or accept any cancellation or termination of the financial statements Agreement by the Obligors or the Company without the prior written consent of the Collateral Agent, except as provided in the Agreement and in accordance with Section 4 of this Consent; or (iii) prior to the Second Equity Capital Contribution (as such term is defined in the Agreement), sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its right, title or interest in the Agreement, in each case without the prior written consent of Collateral Agent; c. agree not to amend, supplement or modify the Agreement or the Company Operating Agreement in any material respect, without the prior written consent of Collateral Agent (such consent not to be delivered for the month ending March 31, 2024 pursuant to Section 5.09.2, together with the Compliance Certificate to be delivered in connection therewith pursuant to Section 5.09.5, shall not be due until the Second Amendment Effective Date. Each Loan Party acknowledges and agrees that the consent contained in the foregoing shall not waive unreasonably withheld or amend (or be deemed to be or constitute an amendment to or delayed) other than a waiver of) any other covenant, term or provision in the Credit Agreement or hinder, restrict or otherwise modify the rights and remedies of the Lenders and the Administrative Agent following the occurrence by Investor of any other present or future Default or Event of Default under the Credit Agreement or any other Credit Document. (b) On or before May 24, 2024 (or condition precedent that is for Investor’s benefit in which case no such later date as the Administrative Agent may agree in its sole discretion), the Loan Parties shall engage (the scope of which engagement consent shall be reasonably satisfactory required; d. agree to the Administrative Agent), at the sole cost and expense promptly deliver to Collateral Agent duplicates or copies of the Loan Parties, an independent consulting firm acceptable to the Administrative Agent in the exercise all notices of its sole and absolute discretion (the “Consultant”), who shall be directed by, and report solely to, the Administrative Agent, to evaluate and confidentially advise the Administrative Agent or with respect to the operations and financial affairs of the Loan Parties and their Subsidiaries during the Ratio Adjustment Period. Borrower and each other Loan Party shalldefault, and shall cause their Subsidiaries tofailure to reach conditions, during the Ratio Adjustment Period, cooperate with the Consultant, promptly furnishing suspension or granting it access termination delivered under or pursuant to the Loan Parties and Subsidiaries books, records, documents and financial information during reasonable business hours and promptly respond to the Consultant’s questions or requests for information. (c) On or before June 10, 2024, the Administrative Agent shall have received satisfactory evidence that a capital infusion equal to $15,000,000 has been made by Coliseum (or another capital provider) to LDRV, all on terms acceptable to the Administrative Agent. (d) On or before June 10, 2024, the Administrative Agent shall have received a $5,000,000 repayment of the principal amount of the Revolving Credit Loans, together with delivery of a notice pursuant to Section 2.03.6, permanently reducing the Revolving Credit Dollar Cap and Revolving Credit Commitments, effective as of the date of such notice, by such $5,000,000 amount (such notice may be provided simultaneously with the making of such payment notwithstanding the requirements set forth in Section 2.03.6).Agreement;

Consent and Agreement. (a) Subject Iridium LLC hereby acknowledges and agrees: SECTION 6.01. Iridium LLC hereby acknowledges notice and receipt of the Security Agreement and consents to the terms assignment by the Company of all its rights in and conditions set forth hereinunder the Management Services Agreement pursuant to the Security Agreement. SECTION 6.02. In connection with any exercise by the Collateral Agent of any of its remedies under the Security Agreement, effective upon the occurrence Collateral Agent shall be entitled to exercise any and all rights of the Second Amendment Effective DateCompany under the Management Services Agreement in accordance with its terms, and Iridium LLC shall comply in all respects with such exercise. Without limiting the foregoing, in connection with the exercise by the Collateral Agent of such remedies, the parties hereto agree that, notwithstanding anything else in Collateral Agent shall have the Credit Agreement full right and power to enforce directly against Iridium LLC all obligations of Iridium LLC owing to the contraryCompany under the Management Services Agreement and otherwise to exercise all remedies of the Company thereunder and to make all demands and give all notices and make all requests required or permitted to be made by the Company under the Management Services Agreement. The Collateral Agent shall have the right, but not the obligation, to cure all defaults of the Company and to pay all sums owing by the Company under the Management Services Agreement in accordance with this Article. SECTION 6.03. Iridium LLC will not, without the prior written consent of the Collateral Agent, (i) the Loan Parties shall not have cancel or terminate, or suspend performance under, or exercise any right to comply with the (a) Minimum Consolidated EBITDA test set forth in Section 6.18 of the Credit Agreement (as in effect prior to this Amendment) for the Measurement Period ending March 31, 2024, (b) Minimum Liquidity test set forth in Section 6.19 of the Credit Agreement (as in effect prior to this Amendment) for the months ending March 31, 2024 and April 30, 2024 and (ii) the financial statements to be delivered for the month ending March 31, 2024 pursuant to Section 5.09.2, together with the Compliance Certificate to be delivered in connection therewith pursuant to Section 5.09.5, shall not be due until the Second Amendment Effective Date. Each Loan Party acknowledges and agrees that the consent contained in the foregoing shall not waive or amend (or be deemed to be or constitute an amendment to or waiver accept any cancellation, termination or suspension of) any other covenant, term or provision in the Credit Agreement or hinder, restrict or otherwise modify the rights and remedies of the Lenders and the Administrative Agent following the occurrence of any other present or future Default or Event of Default under the Credit Agreement or any other Credit Document. (b) On or before May 24, 2024 (or such later date as the Administrative Agent may agree in its sole discretion), the Loan Parties Management Services Parent Security Agreement 207 -20- Agreement, unless prior thereto Iridium LLC shall engage (the scope of which engagement shall be reasonably satisfactory have delivered to the Administrative Agent), at the sole cost and expense of the Loan Parties, an independent consulting firm acceptable Collateral Agent written notice stating that it intends to the Administrative Agent in the exercise of its sole and absolute discretion (the “Consultant”), who shall be directed by, and report solely to, the Administrative Agent, to evaluate and confidentially advise the Administrative Agent with respect to the operations and financial affairs of the Loan Parties and their Subsidiaries during the Ratio Adjustment Period. Borrower and each other Loan Party shall, and shall cause their Subsidiaries to, during the Ratio Adjustment Period, cooperate with the Consultant, promptly furnishing or granting it access to the Loan Parties and Subsidiaries books, records, documents and financial information during reasonable business hours and promptly respond to the Consultant’s questions or requests for information. (c) On or before June 10, 2024, the Administrative Agent shall have received satisfactory evidence that take such action on a capital infusion equal to $15,000,000 has been made by Coliseum (or another capital provider) to LDRV, all on terms acceptable to the Administrative Agent. (d) On or before June 10, 2024, the Administrative Agent shall have received a $5,000,000 repayment of the principal amount of the Revolving Credit Loans, together with delivery of a notice pursuant to Section 2.03.6, permanently reducing the Revolving Credit Dollar Cap and Revolving Credit Commitments, effective as of date not less than 90 days after the date of such notice, specifying the nature of the default or other event under the Management Services Agreement entitling Iridium LLC to take such action (and, in the case of a payment default by the Company, specifying the amount thereof) and permitting the Collateral Agent to cure such $5,000,000 payment default by making a payment equal to the amount in default or by performing or causing to be performed any other obligation in default, (ii) transfer, sell, assign, delegate or otherwise dispose of any part of its interests in the Management Services Agreement, or (iii) petition, request or take any other legal or administrative action which seeks, or may reasonably be expected, to rescind, terminate or suspend or amend or modify the Management Services Agreement or any part thereof in any manner prohibited by clause (i) or (ii) above. In furtherance of clause (i) of the immediately preceding sentence, Iridium LLC agrees that, notwithstanding anything contained in the Management Services Agreement to the contrary, upon the occurrence of a default by the Company under such Management Services Agreement entitling Iridium LLC to cancel or terminate such Management Services Agreement or to suspend performance thereunder, Iridium LLC will not take any action to cancel or terminate, or suspend performance under, such Management Services Agreement if, within a 90-day period after the date on which the Collateral Agent shall have received notice may be provided simultaneously of such default from Iridium LLC, the Collateral Agent commences steps to cure such default and/or otherwise to institute enforcement proceedings to acquire the Company's interest in the Management Services Agreement or the Iridium Business and thereafter the Collateral Agent diligently pursues such steps or proceedings and all payment defaults of the Company under the Management Services Agreement have been cured within such 90-day period. Effective upon any transfer of the Company's interest in the Management Services Agreement to any other Person, Iridium LLC will grant the relevant transferee a reasonable period of time to cure such default (but, in no event with the making respect to any payment default, exceeding a maximum of 90 days after receipt of notice of such payment notwithstanding default by the requirements Collateral Agent, as contemplated above). Except as provided in Section 6.05, no curing or attempt to cure any of the Company's defaults under the Management Services Agreement shall be construed as an assumption by the Collateral Agent or any other Secured Party of any covenants, agreements or obligations of the Company under the Management Services Agreement and neither the Collateral Agent nor any other Secured Party shall have any obligation to Iridium LLC for the performance of any obligation under the Management Services Agreement. In connection with any cure pursuant to this Section of the Company's default(s) under the Management Services Agreement or any assumption by any Person of the Company's liabilities thereunder, only those obligations and liabilities arising expressly under the Management Services Agreement shall be required to be cured or assumed, as the case may be. Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be intended to restrict in any way any merger or consolidation to which Iridium LLC is a party or the sale of all or substantially all of the assets of Iridium LLC and its Subsidiaries, provided that, in connection with any such transaction, if Iridium LLC is not the surviving entity of such transaction, the surviving entity or purchaser, as the case may be, expressly assumes in writing the obligations of Iridium LLC under the Management Services Agreement. Notwithstanding anything herein to the contrary, the restrictions under this Article shall not apply to any of the arrangements between Iridium LLC and IWCL as set forth in the Management Services Agreement. SECTION 6.04. Iridium LLC shall deliver to the Administrative Agent at the address provided for in Section 2.03.611.01 of the Credit Agreement, or at such other address as the Administrative Agent may designate in writing from time to time to Iridium LLC, promptly following the delivery thereof to the Company, a copy of each material notice from Iridium LLC to the Company under the Management Services Agreement other than periodic demands for payment not then overdue. Promptly following its receipt thereof, Iridium LLC will deliver to the Administrative Agent at the address specified above a copy of each material notice from the Company to Iridium LLC under the Management Services Agreement. SECTION 6.05. Iridium LLC agrees that, in connection with the exercise by the Collateral Agent of its remedies under the Security Agreement with respect to the Management Services Agreement, Iridium LLC shall recognize the Collateral Agent as the Company for purposes of the Management Services Agreement in accordance with this Agreement. In the event that the Collateral Agent succeeds to the Company's interests under the Management Services Agreement in accordance with the Security Agreement, the Collateral Agent shall assume liability for all of the Company's obligations under the Management Services Agreement, provided, however, that such liability shall not include any liability for claims of Iridium LLC against the Company arising from the Company's failure to perform during the period prior to the Collateral Agent's succession to the Company's interests under the Management Services Agreement other than the payments obligations of the Company expressly provided for in the Management Services Agreement. Except as otherwise set forth in the immediately preceding sentence, none of the Secured Parties shall be liable for the performance or observance or any of the obligations or duties of the Company under any of the Management Services Agreement, nor shall the assignment of the Management Services Agreement by the Company to the Collateral Agent pursuant to the Security Agreement give rise to any duties or obligations whatsoever on the part of any of the Secured Parties owing to Iridium LLC. If the Collateral Agent succeeds to the Company's interests under the Management Services Agreement pursuant to the Security Agreement, Iridium LLC and the Collateral Agent shall negotiate in good faith an equitable adjustment to the amounts payable thereunder to compensate Iridium LLC for any additional costs reasonably incurred by Iridium LLC following the failure of the Company to perform its obligations that resulted in the enforcement by the Collateral Agent of its remedies under the Security Agreement until the date on which the Collateral Agent shall have assumed the obligations of the Company under the Management Services Agreement. Notwithstanding the foregoing, Iridium LLC shall not be relieved of its obligations to perform under the Management Services Agreement as a result of the parties' failure to agree upon an equitable adjustment to the amounts payable thereunder. SECTION 6.06. In the event that (i) the Management Services Agreement is rejected by a trustee, liquidator, debtor-in-possession or similar entity or person in any bankruptcy, insolvency or other similar proceeding involving the Company or (ii) the Management Services Agreement is terminated as a result of any bankruptcy, insolvency or similar proceeding involving the Company and, if within 90 days after such rejection, the Collateral Agent shall so request and shall certify in writing to Iridium LLC that it intends to perform the obligations of the Company as and to the extent required under the Management Services Agreement (as if it had not been rejected or terminated, but otherwise only to the extent such obligations would be undertaken had such person or entity succeeded to the Company thereunder pursuant to Section 6.07, Iridium LLC will execute and deliver to the Collateral Agent a new agreement amending or replacing the original affected Management Services Agreement which shall be for the balance of the remaining term under such affected Management Services Agreement before giving effect to such rejection or termination and shall contain the same conditions, agreements, terms, provisions and limitations as such affected Management Services Agreement (except for any requirements which have been fulfilled by the Company and Iridium LLC prior to such rejection or termination or which are not required to be undertaken by such person or entity). If the Collateral Agent and Iridium LLC enter into such a new agreement in accordance with this Section, Iridium LLC and the Collateral Agent shall negotiate in good faith an equitable adjustment to the amounts payable thereunder to compensate Iridium LLC for any additional costs reasonably incurred by Iridium LLC during the period from and including the date such bankruptcy, insolvency or similar proceeding was commenced to and including the date on which the Collateral Agent shall certify in writing that it intends to perform the obligations of the Company with respect to such new agreement. Notwithstanding the foregoing provisions, Iridium LLC shall not be relieved of its obligations to perform under such new agreement as result of the parties' failure to agree upon such an equitable adjustment. References in this Agreement to a "Management Services Agreement" shall be deemed also to refer to the new Management Services Agreement in replacement thereof. SECTION 6.07. In connection with the exercise by the Collateral Agent of its remedies under the Security Agreement, the Collateral Agent may assign its rights and interests and the rights and interests of the Company under the Management Services Agreement to any other Person, provided that such Person shall assume all of the obligations of the Company under the Management Services Agreement(s) and shall have obtained all Government Approvals (if any) necessary to perform such obligations. Upon such assignment and assumption, the Collateral Agent shall be relieved of all obligations (if any) under the Management Services Agreement(s) arising after such assignment and assumption. SECTION 6.08. It is acknowledged and agreed that the Collateral Agent may employ agents and attorneys-in-fact in exercising its remedies under the Security Agreement, and in that connection may designate another entity to take action on behalf of the Collateral Agent including, but not limited to, the enforcement of and/or acquisition of the Company's rights in the Management Services Agreement or otherwise in respect of the Iridium Business. It is further acknowledged and agreed that in connection with the exercise by the Collateral Agent of such remedies, the Collateral Agent may cause the Company's rights in any or all of the Management Services Agreement (and/or other assets associated with the Iridium Business) to be transferred or assigned to a third party pursuant to the Security Agreement (a "transferee"). The provisions of this Article are intended to benefit the Collateral Agent, its agents, attorneys-in-fact and designees (collectively, the "designees") and each transferee. Accordingly, unless the context otherwise requires, references to "Collateral Agent" or "Administrative Agent" in this Article shall be deemed to include references to designees and transferees thereof permitted pursuant to the Security Agreement (regardless of whether so expressly provided herein), and all actions permitted to be taken by the Collateral Agent or the Administrative Agent, as the case may be, under this Agreement may be taken by any such designee or transferee, as appropriate. ARTICLE VII