Consent. Upon the effectiveness of this Consent, notwithstanding anything to the contrary in any of the Loan Documents, the Lender consents to the consummation of the Peak Acquisition so long as, with respect to such Acquisition, the conditions set forth in clauses (a), (b), (d) and (f) of the definition of “Permitted Acquisition” (as defined in the Credit Agreement) are satisfied. This consent is a one-time consent and shall be effective only in this specific instance.

Consent. Except for any Improvements to be constructed by Tenant pursuant to the Work Letter, Tenant shall not make any Alterations or Utility Installations to the Premises without Landlord’s prior consent. Tenant may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Landlord, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease for each building comprising a portion of the Premises does not exceed $100,000.00 in the aggregate. Notwithstanding the foregoing, Tenant shall not make or permit any roof penetrations and/or install anything on the roof without the prior approval of Landlord. Any Alterations or Utility Installations that Tenant shall desire to make and which require the consent of Landlord shall be made in accordance with the Work Letter. Each of the parties hereto shall perform the obligations imposed upon such party in the Work Letter at the times and in the manner therein provided. Consent shall be deemed conditioned upon Tenant’s: # acquiring all applicable governmental permits, # furnishing Landlord with copies of both the permits and the plans and specifications prior to commencement of the work, and # compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Tenant shall, promptly upon completion, furnish Landlord with as-built plans and specifications. For work which costs an amount equal to the greater of one (1) month’s Base Rent, Landlord may condition its consent upon Tenant providing a lien and completion bond in an amount equal to one and one-half times the estimated cost of such Alteration or Utility Installation or upon Tenant’s posting an additional Security Deposit with Landlord equal to such amount, which additional Security Deposit shall be returned to Tenant upon completion of the work. Tenant must reimburse Landlord within ten (10) days after Tenant’s receipt of Landlord’s invoice for Landlord’s actual and reasonable costs incurred relating to any Utility Installations, Trade Fixtures or Alterations, including but not limited to all management, engineering, consulting, construction and legal fees incurred by Landlord for the review and approval of Tenant’s plans and specifications or for monitoring Tenant’s construction of any Utility Installations, Trade Fixtures or Alterations. In the event that Tenant makes any Alterations, then prior to the commencement of such Alterations, Tenant shall provide Landlord with evidence that Tenant carries “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may reasonably require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 8 of this Lease immediately upon completion thereof.

Consent. Tenant will not assign this Lease or sublet all or any portion of the Premises without the prior written consent of Landlord. If consent to any assignment or subletting is given by Landlord, such consent will not relieve Tenant or any guarantor of this Lease from any obligation or liability under this Lease. If this Lease is assigned or any part of the Premises is occupied by any person other than Tenant without the consent of Landlord, Landlord may nevertheless collect Base Annual Rent and additional rent from the assignee or occupant, and apply the net amount collected to the Base Annual Rent and other amounts payable under this Lease but, in no event will such collection be construed as a waiver of this covenant.

Consent. Subject to the terms and conditions hereof, and notwithstanding [Section 7.03] (Investments) and [Section 7.09] (Burdensome Agreements) of the Credit Agreement, the Administrative Agent and the Lenders hereby consent to the Wafer Transactions, and acknowledge and agree that the Wafer Seller A/R shall not constitute Collateral (under and as defined in the Collateral Agreement) solely to the extent of and for so long as the Wafer Seller A/R Negative Pledge is in effect, it being understood and agreed that the term of the Wafer Seller A/R Negative Pledge shall not extend beyond the date that is five (5) years after the effectiveness of the Wafer Seller Contract without the prior consent of the Administrative Agent in its sole discretion.

Consent. The undersigned parties hereby consent to the addition of Purchaser as an “Investor” party to the Existing Rights Agreement, as amended, (to the extent not already a party thereto) for the purposes set forth in this Amendment. To the extent not already a party thereto, Purchaser shall become a party to the Existing Rights Agreement, as amended including by this Amendment, by executing and delivering a counterpart signature to this Amendment.

Consent. Participant may engage in activities otherwise restricted by this [Section 6] with the written consent of LII’s Chief Executive Officer if Participant is a Vice President or Executive Vice President, or with the written consent of the independent members of the Board of Directors if Participant is the Chief Executive Officer.

Consent. Confidential Information of the other Party shall not be utilized by a receiving Party except as expressly permitted herein, without first obtaining the other Party’s prior written consent to such utilization and without first entering into a separate agreement duly executed by authorized representatives of the Parties hereto.

Consent. Borrower has notified Agent that Borrower intends to create the Securities Corporation (the “Subsidiary Formation”). Borrower has requested that Agent consent to the Subsidiary Formation. Agent hereby consents to the Subsidiary Formation and agrees that the Subsidiary Formation shall not, in and of itself, constitute an “Event of Default” under [Section 7.6] (Investments), [Section 7.8] (relative to Transfers), [Section 7.12] (relative to deposit accounts), or [Section 7.13] (relative to joinders) of the Loan Agreement. Borrower hereby acknowledges and agrees that nothing in this Section or anywhere in this Amendment shall be deemed or otherwise construed as a waiver by Agent of any of its rights and remedies pursuant to the Loan Documents, applicable law or otherwise.

Consent. By signing this Amendment, each Guarantor hereby consents to this Amendment and hereby confirms and agrees that notwithstanding the effectiveness of the Amendment, the Guaranty contained in the Loan Agreement is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Loan Documents to “Loan Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Loan Agreement, as amended and modified by such Amendment.

Consent. By their execution hereof, the Administrative Agent and Borrower each hereby consent to the assignments and acceptances contemplated by this Section 2.