Common use of Exercise of Powers Clause in Contracts

Exercise of Powers. 30.1 Where the parties to this Agreement (other than the Company) are required under this Agreement or agree to procure a particular matter or thing insofar as it is in then-power to do so, such obligation shall be deemed to be the obligation to exercise their powers both as shareholders and as Directors (where applicable) of the Company and as applicable as persons entitled to appoint a Director or Directors to the Company pursuant to the provisions of Clause 9 to procure such matter or thing. 30.2 In order to discharge their obligations under Clause 30.1 each of the said parties to this Agreement shall (without prejudice to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where (a) The Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Agent's rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in subsection (b) below, and except as provided in any other Loan Document which expressly requires the direction or consent of (i) the Required Lenders; or (ii) all of the Lenders, in either of which circumstances the Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do so, such obligation direction or consent shall be deemed to be the obligation to exercise their powers both as shareholders and as Directors (where applicable) binding on all of the Company Lenders. (b) The Agent shall not in any material respect amend, modify, grant consent or waive any term or provision of this Agreement or any other Loan Document without the consent or approval of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request, but in all events within five (5) Business Days of the receipt of such information; it being understood and as applicable as persons entitled to appoint a Director agreed that, unless otherwise provided herein, the Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or Directors approval of all of the Lenders, the Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan; (b) amend the definition of the Required Lenders, (c) consent to the Company pursuant to the assignment or transfer by any Borrower of any of its rights or obligations hereunder, (d) amend, modify or waive any provisions of Clause 9 this Section 9.3, (e) change the manner of application by the Agent of payments made under the Loan Documents, or (f) change the method of calculation used in connection with the computation of interest, commissions or fees. Each Lender agrees that its decision to procure such matter approve or thing. 30.2 In order to discharge their obligations under Clause 30.1 each of the said parties reject any request for an amendment or waiver with respect to this Agreement shall (without prejudice be made as soon as reasonably practicable after the Lender has received all relevant information with respect to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1request. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where NAI-1513461614v2 (a) The Administrative Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Administrative Agent’s rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do so, such obligation direction or consent shall be deemed to be the obligation to exercise their powers both as shareholders and as Directors (where applicable) binding on all of the Company and as applicable as persons entitled to appoint a Director or Directors Lenders. (b) Notwithstanding anything set forth in this Agreement to the Company pursuant to contrary, the provisions of Clause 9 to procure such matter or thing. 30.2 In order to discharge their obligations under Clause 30.1 each of the said parties to this Agreement shall (without prejudice to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation Administrative Agent shall not require amend, modify, grant consents or waive any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement term or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement or any other Loan Document (and such amendment, modification, consent or waiver shall purport unlawfully not be effective) without the consent or approval of the Required Lenders or all Lenders as applicable below in this paragraph, or declare an Event of Default, provide formal written notice of default to ▇▇▇▇▇▇ any Borrower or exercise any rights or remedies against any VSE Entity without the Company’s statutory powers prior consent of the parties to Required Lenders or all Lenders, as applicable below in this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 paragraph. For the avoidance of doubt, where any waiver by the Administrative Agent of the Borrowers’ compliance with any Negative Covenant set forth in Article 7, or consent by the Administrative Agent to the Borrowers’ non-compliance with any such Negative Covenant, shall require the prior written consent of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Initial Shareholder has complied with the foregoing provisions Event of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or stepDefault, he shall not incur any liability provide formal notice thereof to any partyBorrower and/or exercise any rights or remedies arising by virtue of such default, including shall be made as soon as reasonably practicable after the liability Lender has received all relevant information with respect to pay monies to any party, save such request (to the extent envisaged such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to have consented to the particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (and the following amendments may be effectuated) (a) extend the final maturity of the Loan or any Note, reduce the amount of, or extend the time of payment for, any installment of principal, interest or fees or other amounts payable to a Lender hereunder or under any other Loan Document or otherwise in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty-Five Million and No/100 Dollars ($25,000,000.00), (b) increase the Percentage of the Commitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 and/or Section 1.9 of this Agreement, (c) release (or subordinate the Lien on) all or a substantial portion of the Collateral, except in accordance with the provisions of any applicable Loan Document; provided that the Administrative Agent may release the lien of the Administrative Agent for the benefit of the Lenders in any Collateral to the extent sold by Clause 30.3any Borrower in a transaction permitted by this Agreement, (d) amend the definition of “Required Lenders”, (e) consent to the release of any Borrower from, or the assignment or transfer by any Borrower of, any of its rights or obligations hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the provisions set forth in this Section 10.3 or any other provision of this Agreement specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents or otherwise change any provision governing pro rata payments among Lenders, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (i) amend, modify or waive any condition precedent set forth in Article 4 of this Agreement. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall be made, except as otherwise expressly provided herein, as soon as reasonably practicable after the Lender has received all relevant information with respect to such request.

Exercise of Powers. 30.1 Where (a) The Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Agent's rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in subsection (b) below, and except as provided in any other Loan Document which expressly requires the direction or consent of (i) the Required Lenders; or (ii) all of the Lenders, in either of which circumstances the Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do so, such obligation direction or consent shall be deemed to be the obligation to exercise their powers both as shareholders and as Directors (where applicable) binding on all of the Company Lenders. (b) Except as otherwise expressly provided in this Agreement, without the consent or approval of the Required Lenders, the Agent shall not, in any material respect, amend, modify, grant consents or waive terms or provisions of this Agreement or any other Loan Document (each, an "Amendment" and as applicable as persons entitled to appoint a Director collectively, "Amendments"), or Directors declare an Event of Default, provide formal written notice of an Event of Default to the Company pursuant Borrowers or exercise any rights or remedies against any Borrower. Each Lender agrees that its decision to consent to or reject any request by the Agent for any Amendment or for permission to declare an Event of Default, provide formal notice thereof to the Borrowers and/or exercise any rights or remedies arising by virtue of such default, shall be made as soon as reasonably practicable after the Agent has provided all information reasonably necessary to act on any such request, but in all events within fifteen (15) Business Days of the receipt of such information; provided, however, that in an emergency situation, the Agent may require the Lenders to respond within such shorter time period as may be specified by the Agent in writing, but in no event less than five (5) Business Days from the receipt of such information. Unless otherwise provided herein, the Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, the consent or approval of all of the Lenders shall be required for the Agent to (a) extend the final maturity of the Loan or any Note, reduce the interest rate payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit (i) having an expiration date beyond the Revolving Facility Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Five Million Dollars ($5,000,000); (b) change the Percentage of the Commitment Amount of any Lender, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of Clause 9 to procure such matter or thing. 30.2 In order to discharge their obligations under Clause 30.1 each any applicable Loan Document, (d) amend the definition of the said parties Required Lenders or Maximum Borrowing Base, expand the definitions of Eligible Billed Government Accounts Receivable, Eligible Billed Commercial Accounts Receivable and/or Eligible Unbilled Government Costs, or limit the definition of Ineligible Receivables, (e) consent to the assignment or transfer by any Borrower of any of its rights or obligations hereunder, (f) amend, modify or waive any provisions of this Section 10.3, (g) change the manner of application by the Agent of payments made under the Loan Documents, or (h) change the method of calculation used in connection with the computation of interest, commissions or fees. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall (without prejudice be made as soon as reasonably practicable after the Lender has received all information deemed by the Agent to be necessary to act on any such request. Notwithstanding anything to the general nature contrary set forth in this Article 10, (i) if at any time the vote of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1. 30.3 Each all of the Initial Shareholders Lenders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments be required under this Agreement are observed and performed by Agreement, then the Company and the Board and each member vote of all of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money Lenders (other than reasonable costs arid expenses Mass Mutual, acting in its capacity as a Note "B" Holder) shall be necessary, except for any reduction to the interest rate payable under the Term Facility "B" Note, any extension of the Term Facility "B" Maturity Date or any change to the manner in which Mandatory Payments are to be applied to the Facilities (as set forth in Section 1.5 of this Agreement), in which event the vote of all of the Lenders (including Mass Mutual, acting in its capacity as a Note "B" Holder) shall be required; and (ii) with respect to matters requiring the vote of the Required Lenders, so long as Mass Mutual and First Union are not the only Lender parties hereto and the Percentage of Mass Mutual (acting in its capacity as a Note "B" Holder) and First Union (acting in its capacity as a Lender) equals or exceeds, in the case aggregate, fifty-one percent (51%) of any Initial Shareholder who is entitled to appoint a director to the Board any money as aggregate Commitment Amount, such Percentages shall not be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or included in the event calculation of his failing to do so the required fifty-one percent (51%) of the aggregate Commitment Amount unless one (1) of the other Lenders (excluding any money as shall be required to remove such DirectorLender which is a subsidiary or affiliate of, or related to, Mass Mutual or First Union) votes in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed manner as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the CompanyMass Mutual or First Union. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where the parties to this Agreement (other than the Company) are required under this Agreement or agree to procure a particular matter or thing insofar as it is in then-power to do so, such obligation shall be deemed to be the obligation to exercise their powers both as shareholders and as Directors (where applicable) of the Company and as applicable as persons entitled to appoint a Director or Directors to the Company pursuant to the provisions of Clause 9 to procure such matter or thing. 30.2 In order to discharge their obligations under Clause 30.1 each of the said parties to this Agreement shall (without prejudice to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other Execution commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where (a) The Administrative Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Administrative Agent’s rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do sosuch direction or consent shall be binding on all of the Lenders. (b) The Administrative Agent shall not amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document without the consent or approval of the Required Lenders, or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such obligation default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to be have consented to the obligation to particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise their powers both as shareholders any and as Directors (where applicable) all rights and responsibilities on behalf of the Company Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (i) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty Million and as applicable as persons entitled to appoint a Director No/100 Dollars ($20,000,000.00), (ii) increase the Percentage of the Commitment Amount of any Lender or Directors to increase the Company Commitment Amount of any Lender, other than pursuant to Section 1.8 of this Agreement, (iii) release all or a substantial portion of the Collateral, except in accordance with the provisions of Clause 9 this Agreement and any applicable Loan Document, (iv) amend the “Required Lenders” definition, (v) consent to procure such matter the release of any Borrower from, or thing. 30.2 In order to discharge their the assignment or transfer by any Borrower of any of its rights or obligations under Clause 30.1 each hereunder, except in accordance with the provisions of this Agreement and any applicable Loan Document, (vi) amend, modify or waive any of the said parties provisions set forth in this Section 10.3, (vii) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (viii) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (ix) amend, modify or waive any condition precedent set forth in Article 4. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall (without prejudice be made in good faith and as soon as reasonably practicable after the Lender has received all relevant information with respect to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1request. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where (a) The Administrative Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Administrative Agent’s rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do sosuch direction or consent shall be binding on all of the Lenders. (b) Notwithstanding anything set forth in this Agreement to the contrary, the Administrative Agent shall not amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document without the consent or approval of the Required Lenders, or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any VSE Entity without the prior consent of the Required Lenders or all Lenders, as applicable. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such obligation default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to be have consented to the obligation to particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise their powers both as shareholders any and as Directors (where applicable) all rights and responsibilities on behalf of the Company Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty Million and as applicable as persons entitled to appoint a Director No/100 Dollars ($20,000,000.00), (b) increase the Percentage of the Commitment Amount of any Lender or Directors to increase the Company Commitment Amount of any Lender, other than pursuant to Section 1.8 and/or Section 1.9 of this Agreement, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of Clause 9 any applicable Loan Document, (d) amend the definition of “Required Lenders”, (e) consent to procure such matter the release of any Borrower from, or thing. 30.2 In order to discharge their the assignment or transfer by any Borrower of, any of its rights or obligations under Clause 30.1 each hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the said parties provisions set forth in this Section 10.3 or any other provision of this Agreement specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (i) amend, modify or waive any condition precedent set forth in Article 4 of this Agreement. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall (without prejudice be made, except as otherwise expressly provided herein, as soon as reasonably practicable after the Lender has received all relevant information with respect to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1request. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where (a) The Administrative Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Administrative Agent's rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do sosuch direction or consent shall be binding on all of the Lenders. (b) Notwithstanding anything set forth in this Agreement to the contrary, the Administrative Agent shall not amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document without the consent or approval of the Required Lenders, or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any VSE Entity without the prior consent of the Required Lenders or all Lenders, as applicable. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such obligation default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to be have consented to the obligation to particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise their powers both as shareholders any and as Directors (where applicable) all rights and responsibilities on behalf of the Company Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Twenty Million and as applicable as persons entitled to appoint a Director No/100 Dollars ($20,000,000.00), (b) increase the Percentage of the Commitment Amount of any Lender or Directors to increase the Company Commitment Amount of any Lender, other than pursuant to Section 1.8 and/or Section 1.9 of this Agreement, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of Clause 9 any applicable Loan Document, (d) amend the definition of "Required Lenders", (e) consent to procure such matter the release of any Borrower from, or thing. 30.2 In order to discharge their the assignment or transfer by any Borrower of, any of its rights or obligations under Clause 30.1 each hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the said parties provisions set forth in this Section 10.3, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (i) amend, modify or waive any condition precedent set forth in Article 4 of this Agreement. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall (without prejudice be made, except as otherwise expressly provided herein, as soon as reasonably practicable after the Lender has received all relevant information with respect to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1request. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where (a) The Administrative Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Administrative Agent's rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do sosuch direction or consent shall be binding on all of the Lenders. (b) Except as expressly provided in this Agreement, the Administrative Agent shall not amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document without the consent or approval of the Required Lenders (or, if required by the terms of this Agreement, all Lenders), or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any ICF Entity without the prior consent of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such obligation default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to be have consented to the obligation to particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise their powers both as shareholders any and as Directors (where applicable) all rights and responsibilities on behalf of the Company Lenders in connection with an Event of Default. Additionally, only with the consent or approval of (i) all of the Revolving Lenders, the Administrative Agent may, subject to clause (ii) below (A) extend the final maturity of the Loans under the Revolving Facility or any Revolving Facility Note, reduce the interest rate or Revolving Facility Commitment Fee payable on, or extend the time of payment for, any installment of principal, interest or fees payable in connection with the Loans under the Revolving Facility, or issue Letters of Credit causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Sixty Million and as applicable as persons entitled to appoint a Director No/100 Dollars ($60,000,000.00), (B) increase the Percentage of the Revolving Facility Commitment Amount of any Revolving Facility Lender or Directors to increase the Company Revolving Facility Commitment Amount of any Revolving Facility Lender, other than pursuant to Section 1.8 of this Agreement, (C) release all or a substantial portion of the Collateral, except in accordance with the provisions of Clause 9 this Agreement and any applicable Loan Document, (D) amend the "Required Lenders" definition, (E) consent to procure such matter the release of any Borrower or thing. 30.2 In order to discharge their Guarantor from, or the assignment or transfer by any Borrower or Guarantor of any of its rights or obligations under Clause 30.1 each hereunder, except in accordance with the provisions of this Agreement and any applicable Loan Document, (F) amend, modify or waive any of the said parties provisions set forth in this Section 10.3 or any other provision set forth in this Agreement or set forth in any other Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder or thereunder, (G) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (H) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Revolving Facility Lender), (I) amend, modify or waive any condition precedent set forth in Article 4, (J) make any Loans under the Revolving Facility available in any currency other than Dollars and/or an Alternative Currency, or (K) amend, modify or waive Section 1.5 of this Agreement or change the definition of “Alternative Currency”; and (ii) all of the Term Facility Lenders, the Administrative Agent may, subject to clause (i) above (A) extend the final maturity of the Loans under the Term Facility or any Term Facility Note, reduce the interest rate or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loans under the Term Facility, (B) increase the Percentage of the Term Facility Commitment Amount of any Term Facility Lender or increase the Term Facility Commitment Amount of any Term Facility Lender, other than pursuant to Section 1.8 of this Agreement, (C) release all or a substantial portion of the Collateral, except in accordance with the provisions of this Agreement and any applicable Loan Document, (D) amend the "Required Lenders" definition, (E) consent to the release of any Borrower or Guarantor from, or the assignment or transfer by any Borrower or Guarantor of any of its rights or obligations hereunder, except in accordance with the provisions of this Agreement and any applicable Loan Document, (F) amend, modify or waive any of the provisions set forth in this Section 10.3 or any other provision set forth in this Agreement or set forth in any other Loan Document specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or thereunder or make any determination or grant any consent hereunder or thereunder, (G) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (H) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Term Facility Lender), or (I) amend, modify or waive any condition precedent set forth in Article 4. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall (without prejudice be made in good faith and as soon as reasonably practicable after the Lender has received all relevant information with respect to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1request. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where (a) The Administrative Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Administrative Agent’s rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in Subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do sosuch direction or consent shall be binding on all of the Lenders. (b) Notwithstanding anything set forth in this Agreement to the contrary, the Administrative Agent shall not amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document without the consent or approval of the Required Lenders, or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such obligation default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information, at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to be have consented to the obligation to particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise their powers both as shareholders any and as Directors (where applicable) all rights and responsibilities on behalf of the Company Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan other than Mandatory Payments, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Fifteen Million and as applicable as persons entitled to appoint a Director No/100 Dollars ($15,000,000.00), (b) increase the Percentage of the Commitment Amount of any Lender or Directors to increase the Company Commitment Amount of any Lender, other than pursuant to Section 1.8, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of Clause 9 any applicable Loan Document, (d) amend the definition of “Required Lenders”, (e) consent to procure such matter the release of any Borrower from, or thing. 30.2 In order to discharge their the assignment or transfer by any Borrower of, any of its rights or obligations under Clause 30.1 each hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the said parties provisions set forth in this Section 10.3, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), or (i) amend, modify or waive any condition precedent set forth in Article 4. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall (without prejudice be made, except as otherwise expressly provide herein, as soon as reasonably practicable after the Lender has received all relevant information with respect to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1request. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where BY RECEIVER, TRUSTEE OR COMPANY IN EVENT OF DEFAULT. Notwithstanding that any one or more of the parties Events of Default specified in Section 8.01 shall have happened and be continuing, in case the trust estate or any part thereof shall be in the possession of a receiver of the Company or of the mortgaged property or a trustee in bankruptcy or on reorganization proceedings (including reorganization proceedings under any Federal bankruptcy law or similar statutory provisions), lawfully appointed, or of an assignee for the benefit of creditors, the powers in and by this Article VI conferred upon the Company may, with the consent of the Trustee, be exercised by such receiver, trustee or assignee with respect to such part of the trust estate as may then be in his or its possession and, if the Trustee shall be in the possession of the trust estate or any part thereof under any provision of this Agreement (other than Indenture, then all the Company) are required under powers by this Agreement Article VI conferred upon the Company may be exercised by the Trustee in its discretion with respect to such part of the trust estate as may then be in its possession. A written request signed by such receiver, trustee or agree to procure a particular matter or thing insofar as it is in then-power to do so, such obligation assignee shall be deemed the equivalent of any resolution of the Board of Directors required by the provisions of this Article VI, and any certificate required by such provisions to be the obligation to exercise their powers both as shareholders and as Directors (where applicable) signed by any officer of the Company may be signed by such receiver, trustee or assignee instead of such officer. Notwithstanding that any one or more of the Events of Default specified in Section 8.01 shall have happened and be continuing, the Company, so long as applicable as persons entitled to appoint it shall be in possession of the trust estate, may, with the consent of the Trustee, which consent may be given by the Trustee in its discretion and shall be given upon the written request of the registered owners of a Director or Directors to majority in principal amount of the Company bonds then outstanding, exercise any of the powers in and by this Article VI conferred upon it. In the case of any release made pursuant to the provisions of Clause 9 this Section 6.08, it shall not be necessary to procure such matter or thing. 30.2 In order include in any certificate filed with the Trustee in connection therewith a statement that, to discharge their obligations under Clause 30.1 each the best of the said parties to this Agreement shall (without prejudice to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions knowledge and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1. 30.3 Each belief of the Initial Shareholders shall take all actions necessary (including convening meetingssigners, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that no default exists on the obligations in and other commitments under this Agreement are observed and performed by part of the Company and in the Board and each member performance of any of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement terms or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision covenants of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the CompanyIndenture. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where (a) The Administrative Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Administrative Agent's rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do sosuch direction or consent shall be binding on all of the Lenders. (b) Except as expressly provided in this Agreement, the Administrative Agent shall not amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document without the consent or approval of the Required Lenders, or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any ICF Entity without the prior consent of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such obligation default, shall be made as soon as reasonably practicable after the Lender has received all relevant information with respect to such request (to the extent such information shall be readily available), but in all events within ten (10) Business Days of the receipt of such information at which time any Lender who shall have failed to respond to the Administrative Agent with its decision to consent to or reject the particular request prior to the expiration of such ten (10) Business Day period shall be deemed to be have consented to the obligation to particular request; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise their powers both as shareholders any and as Directors (where applicable) all rights and responsibilities on behalf of the Company Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (i) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Thirty Million and as applicable as persons entitled to appoint a Director No/100 Dollars ($30,000,000.00), (ii) increase the Percentage of the Commitment Amount of any Lender or Directors to increase the Company Commitment Amount of any Lender, other than pursuant to Section 1.8 of this Agreement, (iii) release all or a substantial portion of the Collateral, except in accordance with the provisions of Clause 9 this Agreement and any applicable Loan Document, (iv) amend the "Required Lenders" definition, (v) consent to procure such matter the release of any Borrower from, or thing. 30.2 In order to discharge their the assignment or transfer by any Borrower of any of its rights or obligations under Clause 30.1 each hereunder, except in accordance with the provisions of this Agreement and any applicable Loan Document, (vi) amend, modify or waive any of the said parties provisions set forth in this Section 10.3, (vii) change the manner of application by the Administrative Agent of payments made under the Loan Documents, (viii) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender), (ix) amend, modify or waive any condition precedent set forth in Article 4, or (x) amend, modify or waive Section 1.5 of this Agreement. Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall (without prejudice be made in good faith and as soon as reasonably practicable after the Lender has received all relevant information with respect to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1request. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.

Exercise of Powers. 30.1 Where (a) The Administrative Agent shall have the parties authority to this Agreement (other than take any action of the Company) are required under type specified in this Agreement or agree to procure a particular matter any other Loan Document as being within the Administrative Agent’s rights, powers or thing insofar discretion, as it is determines in then-power its sole discretion, except as provided in subsection (b) below, and except as provided herein or in any other Loan Document, when such action expressly requires the direction or consent of (i) the Required Lenders, or (ii) all of the Lenders, in either of which circumstances the Administrative Agent shall not take such action absent such direction or consent. Any action or inaction pursuant to do so, such obligation direction or consent shall be deemed to be the obligation to exercise their powers both as shareholders and as Directors (where applicable) binding on all of the Company and Lenders. (b) The Administrative Agent shall not in any material respect (as applicable determined by the Administrative Agent in its reasonable, good faith discretion) amend, modify, grant consents or waive any term or provision of this Agreement or any other Loan Document without the consent or approval of the Required Lenders, or declare an Event of Default, provide formal written notice of default to any Borrower or exercise any rights or remedies against any Borrower without the prior consent of the Required Lenders. Each Lender agrees that its decision to consent to or reject any request by the Administrative Agent for permission to declare an Event of Default, provide formal notice thereof to any Borrower and/or exercise any rights or remedies arising by virtue of such default, shall be made as persons entitled soon as reasonably practicable after the Lender has received all relevant information with respect to appoint a Director or Directors such request (to the Company extent such information shall be readily available), but in all events within five (5) Business Days of the receipt of such information; it being understood and agreed that, unless otherwise provided herein, the Administrative Agent shall exercise any and all rights and responsibilities on behalf of the Lenders in connection with an Event of Default. Additionally, only with the consent or approval of all of the Lenders, the Administrative Agent may (a) extend the final maturity of the Loan or any Note, reduce the interest rate or Revolving Facility Commitment Fee payable on or extend the time of payment for any installment of principal, interest or fees payable in connection with the Loan, or issue Letters of Credit (i) having an expiration date beyond the Maturity Date, except as otherwise expressly provided in this Agreement, or (ii) causing the aggregate outstanding amount of all such Letters of Credit issued to exceed Five Million and No/100 Dollars ($5,000,000.00), (b) increase the Percentage of the Commitment Amount of any Lender or increase the Commitment Amount of any Lender, other than pursuant to Section 1.8 of this Agreement, (c) release all or a substantial portion of the Collateral, except in accordance with the provisions of Clause 9 any applicable Loan Document, (d) amend the “Required Lenders” definition, (e) consent to procure such matter the assignment or thing. 30.2 In order to discharge their transfer by any Borrower of any of its rights or obligations under Clause 30.1 each hereunder, except in accordance with the provisions of any applicable Loan Document, (f) amend, modify or waive any of the said parties provisions set forth in this Section 10.3, (g) change the manner of application by the Administrative Agent of payments made under the Loan Documents, or (h) change the method of calculation used in connection with the computation of interest, commissions or fees (which are payable for the ratable benefit of each Lender). Each Lender agrees that its decision to approve or reject any request for an amendment or waiver with respect to this Agreement shall (without prejudice be made in good faith and as soon as reasonably practicable after the Lender has received all relevant information with respect to the general nature of its obligations under Clause 30.1) join with the other said parties to convene meetings, propose resolutions and vote for resolutions and procure that any Director appointed by it (whether alone or jointly with any other person) (where applicable) shall exercise its votes as a Director to procure such matter or thing referred to in Clause 30.1request. 30.3 Each of the Initial Shareholders shall take all actions necessary (including convening meetings, proposing resolutions and exercising voting rights) insofar as it is in his power so to do and in so far as is permitted by law to ensure that the obligations in and other commitments under this Agreement are observed and performed by the Company and the Board and each member of the Group and for the avoidance of doubt the foregoing obligation shall not require any Initial Shareholder to pay any money (other than reasonable costs arid expenses and in the case of any Initial Shareholder who is entitled to appoint a director to the Board any money as shall be required in order to ensure that such Director takes all necessary steps to ensure compliance with this Agreement or in the event of his failing to do so any money as shall be required to remove such Director) in order to ensure that such obligations and commitments are observed by the Company and the Board. If and to the extent that any provision of this Agreement shall purport unlawfully to ▇▇▇▇▇▇ the Company’s statutory powers the parties to this Agreement (other than the Company) agree that the same shall be read and construed as though the Company were not referred to in such provision, but such provision shall continue to the full extent possible to be binding upon the parties other than the Company. 30.4 For the avoidance of doubt, where an Initial Shareholder has complied with the foregoing provisions of this Clause 30 and is unable by doing so to procure the taking (or as the ▇▇▇▇.▇▇ be the forbearance from taking) any action or step, he shall not incur any liability to any party, including the liability to pay monies to any party, save to the extent envisaged by Clause 30.3.