Consent. If the value of the Pre-Retirement Survivor Annuity derived from Employer and Employee contributions does not exceed $5,000, the Administrator shall direct the distribution of such amount to the Participant's Spouse in a single lump -sum as soon as practicable. No distribution may be made under the preceding sentence after the Annuity Starting Date unless the Sp ouse consents in writing (or in such other form as permitted by the IRS). If the value exceeds $5,000, an immediate distribution of the ent ire amount may be made to the surviving Spouse, provided such surviving Spouse consents in writing (or in such other form as permitted by the IRS) to such distribution. Any consent required under this paragraph must be obtained not more than one -hundred eighty (180) days (ninety (90) days for Plan Years beginning before January 1, 2007) before commencement of the distrib ution and shall be made in a manner consistent with Section 6.5(a)(2).

Consent. By its signature on the participation agreement, the Terminated Employer specificall y consents to the provisions of this

Consent. In reliance upon the representations and warranties of the Borrowers set forth in this Seventh Amendment, notwithstanding anything to the contrary in the Credit Agreement, Lender hereby consents to the Canadian Borrowers making a draw on or around the date hereof under the Canadian Revolving Credit Facility (under the amended definition as provided herein) which proceeds shall be used to pay down a portion of the outstanding US Obligations under the US Revolving Credit Facility (the "Credit Facility Pay Down Consent"). This consent only pertains to the Credit Facility Pay Down Consent and shall not be deemed to constitute a waiver or consent to any other matter except as specifically set forth herein.

Consent. Under the terms of the Mangrove Subordinated Note, the first payment of principal in an amount equal to $3,000,000 is due and payable on March 18, 2017, and the second payment of the remaining principal balance, together with all accrued and unpaid interest, is due on March 18, 2018 (such second payment, the “Second Payment”). The Second Payment would not be permitted to be made prior to March 18, 2018 under Section 6.4 (Disposal of Assets) of the Credit Agreement, [Section 6.6] (Prepayments and Amendments) of the Credit Agreement, or under the Mangrove Subordination Agreement because such payment constitutes a prepayment of the Indebtedness owing under the Mangrove Subordinated Note, and because such payment does not constitute a “Permitted Disposition” under [clause (r)] of the definition thereof. In light of the foregoing, Borrower has requested that Agent and the Lenders consent to the making of the Second Payment in connection with the Mangrove Note Payoff, notwithstanding the limitations described above.

Consent. Pursuant to [Section 2.09] of the Credit Agreement and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Administrative Agent and the Lenders signatory hereto hereby consent to the Termination Date Extension and agree that the definition of “Termination Date” in [Section 1.01] of the Credit Agreement is hereby amended to delete the reference to “June 5, 2021” and insert a reference to “June 5, 2022” in lieu thereof. The Borrowers hereby agree that this Agreement constitutes the first of two initially permitted requests for a Termination Date extension under [Section 2.09] of the Credit Agreement.

Consent. Notwithstanding any provision to the contrary in [Sections 7.4 or 7.6]6] of the Loan Agreement, Bank hereby consents to Borrower’s consummation of the SkyCross Asset Purchase.

Consent. Lender hereby consents to the issuance of the Forbearance Warrant, notwithstanding any prohibition on the issuance of equity interests of Borrower contained in the Loan Documents.

Notwithstanding the foregoing, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Claim that:

settle that claim or any legal proceeding arising out of that claim after obtaining the written consent of the Director, which consent cannot be unreasonably withheld;

#[[Organization B:Organization]] shall not dispose or settle any claim admitting liability on the part of the [[Organization A:Organization]] without [[Organization A:Organization]]’s prior consent.