Common use of Limited Waiver and Consent Clause in Contracts

Limited Waiver and Consent. Borrowers have requested consent from Agent and Lenders for Borrowers to enter into the Note Purchase Documents, to the extent party thereto, and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt. Agent and the Lenders hereby consent to Borrowers’ request for Borrowers to enter into the applicable Note Purchase Documents to which they are party and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt so long as Borrowers agree to the amendments set forth in this Amendment related thereto. Subject to the foregoing conditions, Agent and Lenders agree that the entry into the Note Purchase Documents, the incurrence of the Note Purchase Debt by Holdings and the guaranty of the Note Purchase Debt by each other Borrower is not, and shall not be deemed, a Default or Event of Default under the Credit Agreement and is hereby permitted under the Financing Documents. The foregoing consent and agreement is expressly limited to the Note Purchase Documents and the Note Purchase Debt, and shall not be construed to permit (i) any Borrower to incur any Debt that is not Permitted Debt, (ii) the Note Purchase Debt to be secured by any Liens on any assets of any Borrower, nor (iii) any Note Purchase Documents to contain any restriction described in subclause (a) of Section 5.4 of the Credit Agreement as it relates to Liens on ABL Assets in favor of Agent.

Limited Waiver and Consent. Borrowers have The Borrower has (a) advised the Lender that the Borrower has failed to comply with Section 5.11 of the Credit Agreement and Section 4.04 of the Intercreditor Agreement in connection with the creation of its new Subsidiary named Acxiom UWS, Ltd., which failure constitutes a Default under the terms of the Credit Agreement (the "Existing Default"), (b) requested consent from Agent and Lenders for Borrowers to enter into that the Note Purchase Documents, to the extent party theretoLender waive such Existing Default, and incur and become obligated, primarily or secondarily, with respect to (c) requested that the Note Purchase Debt. Agent and the Lenders hereby Lender consent to Borrowers’ request for Borrowers to enter into the applicable Note Purchase Documents to which they are party and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt so long as Borrowers agree to the amendments set forth in this Amendment related thereto. Subject to the foregoing conditions, Agent and Lenders agree that the entry into the Note Purchase Documents, (i) the incurrence of the Note Purchase indebtedness evidenced by the New Subordinated Debt by Holdings and the guaranty of the Note Purchase Debt by each other Borrower is notIssuance, and shall not be deemed, a Default or Event of Default under the Credit Agreement and is hereby permitted under the Financing Documents. The foregoing consent and agreement is expressly limited to the Note Purchase Documents and the Note Purchase Debt, and shall not be construed to permit (i) any Borrower to incur any Debt that is not Permitted Debt, (ii) the Note Purchase application of the proceeds thereof as described in the Credit Agreement (as hereby amended). In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, the Lender hereby (A) waives the Existing Default (such waiver being referred to herein as the "Limited Waiver"), and (B) consents to (1) the incurrence of the indebtedness evidenced by the New Subordinated Debt Issuance, and (2) the application of the proceeds thereof as follows: (i) either (aa) the prepayment in full of the Senior Notes directly, or (bb) to be secured by any Liens on any assets reimburse the issuer of any Borrowerthe letter of credit supporting the payment of the Senior Notes for a draw thereunder of all amounts owed in respect of the Senior Notes; (ii) the redemption in full of the May & Speh Notes or if the May & Speh Notes xxx converted in accordancx xxth the terms thereof, nor then to the prepayment of the Revolving Loan (without reduction of the revolving commitments under the Revolving Credit Agreement); and (iii) any Note Purchase Documents to contain any restriction the prepayment of the outstanding amount of the Revolving Loans (the consents described in subclause clauses (aB)(1) and (2) being collectively referred to herein as the "Limited Consents"); provided, that the Limited Waiver and the Limited Consents are expressly limited as follows: (x) such waiver and consents are limited solely to the Limited Waiver and Limited Consents, (y) such Limited Waiver and Limited Consents shall not be applicable to any provision of Section 5.4 any Loan Document other than as expressly set forth herein, and (z) such Limited Waiver and Limited Consents are limited, one-time waivers and consents and nothing contained herein shall obligate the Lender to grant any additional or future waiver or consent with respect to any provision of the Credit Agreement as it relates to Liens on ABL Assets in favor of Agentany Loan Document.

Limited Waiver and Consent. Borrowers have requested consent from Agent and Lenders for Borrowers to enter into Effective as of the Note Purchase DocumentsClosing Date, the 2018 Holder hereby waives any term or condition of any Transaction Document (as defined in the 2018 Agreement) that would otherwise restrict or prohibit the issuance of the Securities hereunder or pursuant to the extent party theretoterms of the Notes, and incur and become obligated, primarily or secondarily, solely with respect to the issuance of the Securities hereunder and pursuant to the terms of the Notes, and not with respect to any other issuance or transaction and hereby consents to (x) the Notes ranking pari passu with the 2018 Note and (y) amending and restating the Security Documents (as defined in the 2018 Securities Purchase DebtAgreement) as the Security Documents (as defined herein). Agent For the avoidance of doubt, after giving effect to such limited waiver and consent on the Closing Date, the Notes shall constitute “Permitted Indebtedness” under the 2018 Note and the Lenders hereby consent to Borrowers’ request for Borrowers to enter into liens arising under the applicable Note Purchase Security Documents to which they are party and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt so long Notes shall constitute “Permitted Liens” under the 2018 Note. Effective as Borrowers agree of the Closing Date, but only until the earlier to occur of (A) the amendments set forth Stockholder Approval Date (as defined below) and (B) the Stockholder Meeting Deadline (as defined below) (such earlier date, the “Reduced Share Reservation Deadline”) (at which point in time the waiver provided in this Amendment related thereto. Subject to sentence shall be of no further force and effect), the foregoing conditions2018 Holder hereby waives, Agent in part, the share reservation requirements of the 2018 Note and Lenders agree the 2018 Agreement (as defined below) such that the entry into the Note Purchase Documents, the incurrence of the Note Purchase Debt by Holdings and the guaranty of the Note Purchase Debt by each other Borrower is not, and Company shall not be deemedrequired to reserve more than the Initial Share Reservation Amount of Common Stock for issuance pursuant to the terms of the Notes and the 2018 Notes, a Default in the aggregate. Effective as of the Closing Date, the 2018 Holder hereby waives, in part, (I) Section 13(b) of the 2018 Note solely to the extent any action or Event omission, as applicable, results in any breach thereof, while such action or omission, as applicable, would otherwise be permitted under Section 15(b) of Default the Notes, (II) Section 13(d) of the 2018 Note solely to the extent any action or omission, as applicable, results in any breach thereof, while such action or omission, as applicable, would otherwise be permitted under Section 15(d) of the Credit Notes, (III) Section 4(k) of the 2018 SPA solely to the extent any action or omission, as applicable, results in any breach thereof, while such action or omission, as applicable, would otherwise be permitted under Section 4(k) of this Agreement and is hereby (IV) Section 4(o) of the 2018 SPA solely to the extent any action or omission, as applicable, results in any breach thereof, while such action or omission, as applicable, would otherwise be permitted under the Financing Documents. The foregoing consent and agreement is expressly limited to the Note Purchase Documents and the Note Purchase Debt, and shall not be construed to permit (i) any Borrower to incur any Debt that is not Permitted Debt, (ii) the Note Purchase Debt to be secured by any Liens on any assets of any Borrower, nor (iii) any Note Purchase Documents to contain any restriction described in subclause (aSection 4(o) of Section 5.4 of the Credit Agreement as it relates to Liens on ABL Assets in favor of Agentthis Agreement.

Limited Waiver and Consent. Borrowers have requested consent from Agent and Lenders for Borrowers to enter into the Note Purchase Documents, 2.1 Subject to the extent party thereto, terms and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt. Agent and the Lenders hereby consent to Borrowers’ request for Borrowers to enter into the applicable Note Purchase Documents to which they are party and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt so long as Borrowers agree to the amendments conditions set forth in this Amendment related thereto. Subject Section 2.2 and Section 4 below, the Agent and each Lender hereby: (i) consents to (x) the consummation of the Divestiture Transaction by the applicable Loan Parties (in accordance with the terms of the Mimosa Purchase Agreement) and (y) permitting the Loan Parties to retain, the Net Cash Proceeds of the Divestiture Transactions in excess of the Minimum Prepayment Amount (as defined below); provided in the case of clauses (x) and (y) that (A) both before and after giving effect to the foregoing conditions, Agent and Lenders agree that Closing Date (as defined in the entry into the Note Mimosa Purchase DocumentsAgreement, the incurrence of the Note Purchase Debt by Holdings and the guaranty of the Note Purchase Debt by each other Borrower is not“Mimosa Closing Date”), and shall not be deemed, a no Default or Event of Default then exists and is continuing and (B) the Agent determines (in its sole discretion) that each of the Consent Conditions set forth in Section 2.2 below have been satisfied prior to or substantially concurrently with the Mimosa Closing Date, (ii) waives the Specified Events of Default occurring prior to the date hereof which the Lenders and the Agent have actual knowledge of (the “Known Defaults”), (iii) waives any imposition of any applicable Default Rate interest on the Overdue Amounts for the period between the applicable Interest Payment Dates and the Second Restatement Effective Date, (iv) consents under the Credit terms of the Pari Passu Intercreditor Agreement and is hereby permitted the Collateral Documents to the sale of the Equity Interests in Mimosa, the release of liens and guarantees with respect to Mimosa and to the extent approved by the Collateral Agent in its sole discretion the transfer of Company Intellectual Property Transferred Intellectual Property (each as defined in the Mimosa Purchase Agreement) in connection therewith pursuant to the terms of the Mimosa Purchase Agreement; provided that the conditions described in clause (i) above are satisfied on the Mimosa Closing Date and (v) consents under the Financing Documentsterms of the Intercreditor Agreement and the other Loan Documents to the amendments described in the NPA Third Amendment (as defined below). The foregoing waiver and consent shall be limited precisely as written and agreement is expressly limited relates solely to the Note Purchase Documents limited consents specified above and the Note Purchase DebtKnown Defaults in the manner they exist on the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof, and shall not be construed in any way or manner restrict the Agent or any Lender from exercising any rights or remedies they may have with respect to permit any other Default or Event of Default (i) including, for the avoidance of doubt, any Borrower to incur any Debt that Default or Event of Default existing as of the date hereof which is not Permitted Debt, (iia Known Default) the Note Purchase Debt to at any time in respect of this Agreement or any other Loan Document. Nothing in this Agreement shall be secured by any Liens on any assets of any Borrower, nor (iii) any Note Purchase Documents to contain any restriction described in subclause deemed to: (a) constitute a waiver of Section 5.4 compliance by the Borrower or any other Loan Party with respect to any other term, provision or condition of the Credit Agreement as it relates or any other Loan Document, or any other instrument or agreement referred to Liens on ABL Assets therein or prejudice any right or remedy that the Agent or any Lender may have or may in favor the future have; or (b) create any course of Agentdealing or otherwise impair or prejudice any right or remedy that the Agent or any other Secured Party may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2.

Limited Waiver and Consent. Borrowers have requested consent from Agent and Lenders for Borrowers to enter into the Note Purchase Documents, to the extent party thereto, and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt. Agent The Issuer and the Lenders hereby consent to Borrowers’ request for Borrowers to enter into the applicable Note Purchase Documents to which they are party Indenture Trustee (on its own behalf and incur and become obligated, primarily or secondarily, with respect to the Note Purchase Debt so long as Borrowers agree to the amendments set forth in this Amendment related thereto. Subject to the foregoing conditions, Agent and Lenders agree that the entry into the Note Purchase Documents, the incurrence on behalf of the Note Purchase Debt by Holdings and the guaranty Consenting Investors) hereby agree that, notwithstanding any limitations contained in any Transaction Document (including, but not limited to, any limitations contained in Section 4.04 of the Note Purchase Debt Indenture), Drawbridge Special Opportunities Fund LP (“Drawbridge”) may assign to FSLF ENV LLC, an Affiliate of Drawbridge (the “Drawbridge Affiliate”) a portion of its beneficial interest in the Notes held by each other Borrower is not, and shall not be deemed, a Default or Event of Default under the Credit Agreement and is hereby permitted under the Financing Documents. The foregoing consent and agreement is expressly limited to the Note Purchase Documents and the Note Purchase Debt, and shall not be construed to permit Drawbridge; provided that (i) any Borrower to incur any Debt that the Drawbridge Affiliate is not Permitted Debtan accredited investor (as defined under Rule 501(a) of Regulation D under the Securities Act), (ii) all future transfers and assignments made by the Note Purchase Debt Drawbridge Affiliate shall be made in accordance with (and subject to be secured by any Liens on any assets restrictions of) the terms of any Borrowerthe Indenture (including, nor but not limited to, Section 4.04 of the Indenture), and (iii) after the Drawbridge Affiliate becomes a QIB, it may exchange any definitive Notes in its possession for a beneficial interest in a Global Note Purchase Documents to contain any restriction described be registered in subclause the name of the Depository (apursuant to and in accordance with the terms of the Indenture). The Issuer and the Indenture Trustee (on its own behalf and on behalf of the Consenting Investors) further acknowledge and agree that, (i) in lieu of the certification set forth in Section 4.04(i)vi of the Indenture, the Drawbridge Affiliate, by its acceptance of a Note shall be deemed to have represented and agreed that it is an accredited investor (as defined under Rule 501(a) of Regulation D under the Securities Act) and (ii) for the avoidance of doubt, the transfer from Drawbridge to the Drawbridge Affiliate shall not be deemed to violate the transfer restrictions set forth in the Indenture for purposes of Section 5.4 4(d) of the Credit Agreement as it relates to Liens on ABL Assets Certificate of Variable Funding Note Noteholder or Section 5(d) of the Certificate of Term Note Owner, in favor of Agenteach case, delivered by the Drawbridge Affiliate in connection with such transfer.