Subject to the satisfaction of the conditions to effectiveness set forth in Section 4 of this Consent and in reliance upon the representations and warranties set forth in Section 5 of this Consent, Agent and Required Lenders hereby consent to the consummation of the Ciber Norge Sale pursuant to the Ciber Norge Agreement; provided that (a) Borrower Representative or one of its Subsidiaries shall receive no less than $7,000,000 of gross sale proceeds from the Ciber Norge Sale (it being understood that $700,000 of such amount shall be deemed to have been so received by the payment of an equivalent amount of Norwegian Krone to an escrow account as contemplated in the Ciber Norge Agreement) (the " Gross Sale Proceeds "), and (b)(i) no less than $6,021,000 of such sale proceeds of the Ciber Norge Sale plus (ii) no less than $3,660,000 of cash on the books of Ciber Norge AS shall be paid into the Agent's US Account on or prior to the Closing Date (as defined in the Ciber Norge Agreement) for application to the outstanding principal amount of the US Revolving Loans (in each case without a corresponding reduction of the US Revolver Commitments with respect to such prepayment) and (c) all cash payments made to CIBER International or any Subsidiary of Borrower Representative pursuant to the CIBER Norge Agreement after the date hereof, if any, including pursuant to Section 2.3 and Schedule 9 of CIBER Norge Agreement, shall be paid into the Agent's US Account within 2 Business Days of receipt thereof for application to the outstanding principal amount of the US Revolving Loans (without a corresponding reduction of the US Revolver Commitments with respect to such prepayment). As a condition to such consent, Agent shall impose a block on US Availability of $3,000,000 at all times after the date of this Consent, reducing the amount of US Availability on any date of determination by $3,000,000; each of Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG) and each Guarantor (by Borrower Representative's execution and delivery of the attached Consent and Reaffirmation), and CIBER AG expressly acknowledge and agree that such block is a condition to the consent provided in this Consent. This is a limited consent and shall not be deemed to constitute a consent or waiver of any other term, provision or condition of the Credit Agreement or any other Loan Document, as applicable, or to prejudice any right or remedy that Agent or any Lender may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document.