Common use of Consent to Amendments and Waivers Clause in Contracts

Consent to Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against VitalStream or the holders of the Amended and Restated Notes, Conversion Preferred, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any amendment, modification or waiver affecting the rights and interests VitalStream, (ii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Notes or Conversion Preferred, the holders of a majority of the Underlying Common Stock issuable with respect to the Amended and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders of a majority of the Underling Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to change the addresses for notice to any Person at such Person's request. No other course of dealing between VitalStream and the holder of any Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock or any delay in exercising any rights under this Agreement or any of the other Transaction Agreements shall operate as a waiver of any rights of any such holder. For purposes of this Agreement, Convertible Notes, Preferred Shares, Warrants or Underlying Common Stock held by VitalStream or any of the VitalStream Subsidiaries shall not be deemed to be outstanding.

Consent to Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision The provisions of this Agreement shall be effective against VitalStream or including, without limitation, the holders covenants of the Amended Company contained in Article VI, may be amended and Restated the Company may take any action herein prohibited, or omit to perform any action herein required to be performed by it, only if the Company has obtained the written consent of a majority in aggregate principal amount of the outstanding New Subordinated Notes; provided, Conversion Preferredhowever, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any that no amendment, modification or waiver affecting shall be effective unless consented to in writing by the rights and interests VitalStream, (ii) in the case Holder of any such Note if such amendment, modification or waiver affecting the rights and interests would (a) modify any requirement hereunder that any specified action be taken by Holders of a specified percentage of the holders principal amount of the Amended and Restated New Subordinated Notes shall be effective unless consented to by such percentage of Holders, (b) change the due date for, or Conversion Preferredreduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the holders principal amount; premium on, of a majority or rate of interest on any Note), (c) change the Underlying Common Stock issuable place or currency of payment of principal of, or premium or interest on any Note, (d) impair the right to institute legal proceedings for the enforcement of any payment on or with respect to any Note on or after the Amended and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders occurrence of a majority of Redemption Event or (e) modify the Underling Common Stock issuable with respect subordination provisions in a manner adverse to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders Holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to change the addresses for notice to any Person at such Person's requestSubordinated Notes. No other course of dealing between VitalStream the Company and the holder Noteholder or any subsequent Holder of any Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock Note or any delay in exercising any rights hereunder or under this Agreement or any of the other Transaction Agreements Note shall operate as a waiver of any rights of the Noteholder or any subsequent Holder. Any consideration given to any Holders to obtain its consent shall be given pro rata to all such holders of a Note or New Subordinated Notes whether or not they give consent. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph, whether or not such Note shall have been marked to indicate such consent, but any Note issued thereafter may bear a notation referring to any such holderconsent. For purposes The foregoing notwithstanding, the parties hereto agree that they will not amend, modify or supplement (i) Article IX hereof, (ii) Section 8.7 hereof, (iii) Article IX indirectly by amending or modifying any of the following defined terms: Debt, Senior Debt, Bank Debt, Banks, Credit Agreements, or Guarantee or (iv) this sentence. In addition, this Agreement, Convertible Notes, Preferred Shares, Warrants or Underlying Common Stock held by VitalStream or any of the VitalStream Subsidiaries shall not be deemed amended in any manner that would adversely affect the interest of the lenders or any new lenders under the Credit Agreements as such agreements are in effect on the date hereof (including any provision contained in any amendment to be outstandingor replacement of the Credit Agreements which are the same in all material respects as a provision contained in that agreement on the date hereof).

Consent to Amendments and Waivers. (a) Except as otherwise provided hereinin Section 4.21 and 12.3(b), no modification, amendment this Agreement and the Term Notes may be amended or waiver supplemented with the consent of the Borrower and the Majority Lenders and any existing default or compliance with any provision of this Agreement shall be effective against VitalStream or the holders Term Notes may be waived with the consent of the Amended Majority Lenders. Term Notes held by the Borrower or any of its Affiliates will not be deemed to be outstanding for purposes of this Section 12.3. (b) Notwithstanding the provisions of Section 12.3(a) and Restated Notes, Conversion Preferred, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any amendment, modification or waiver affecting the rights and interests VitalStream, (ii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Notes or Conversion Preferred, the holders of a majority of the Underlying Common Stock issuable with respect addition to the Amended and Restated Notes and Conversion Preferred, (iii) in the case provisions of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders of a majority of the Underling Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoingSection 4.21, without the consent of each Lender affected thereby, an amendment or waiver may not: (i) reduce the principal amount of any Loan, (ii) change the fixed maturity of any Loan, (iii) reduce the rate of or change the time for payment of interest on any Loan, (iv) waive a Default or Event of Default in the payment of principal of, or premium, fees or interest, if any, on the Loans or any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to change the addresses for notice to any Person at such Person's request. No other course of dealing between VitalStream and the holder of any Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock or any delay in exercising any rights amounts payable under this Agreement or any of the Loan Documents, (v) make any Loan payable in money other Transaction Agreements shall operate as a waiver than that stated in the applicable Loan, (vi) make any change in the provisions of this Agreement relating to the rights of Lenders to receive (A) prepayments on, or (B) payments of principal of, premium, if any, or fees or interest on, the Loans, (vii) make any change to the provisions of Article VII that would adversely affect the rights of any such holder. For purposes of this Agreement, Convertible Notes, Preferred Shares, Warrants Lender or Underlying Common Stock held by VitalStream or (viii) make any change in the foregoing amendment and waiver provisions. (c) The Borrower shall not and shall not permit any of the VitalStream its Subsidiaries shall not be deemed to, directly or indirectly, pay or cause to be outstandingpaid any consideration, whether by way of interest, fee or otherwise, to any Lender for or as an inducement to any consent, waiver or amendment permitted by Section 12.3(a) unless such consideration is offered to be paid and is paid to all Lenders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Consent to Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against VitalStream or the holders of the Amended and Restated Convertible Notes, Conversion Preferred, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any amendment, modification or waiver affecting the rights and interests VitalStream, (ii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Notes Initial Convertible Notes, Warrants or Conversion PreferredUnderlying Common Stock under this Agreement, the holders of a majority of the Underlying Common Stock issuable with respect to the Amended such Initial Convertible Notes, Warrants or Underlying Common Stock and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders any holder of the Amended and Restated Warrants and the Additional WarrantsSubsequent Convertible Notes or any Person listed on ANNEX 1 as obligated to purchase Subsequent Convertible Notes, the holders of a majority of the Underling Underlying Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferredsuch Subsequent Convertible Notes. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate Annex ANNEX 1 and Annex 2 attached hereto to (a) add additional Persons who purchase Convertible Notes hereunder and execute and deliver a counterpart signature page to this Agreement or (b) change the addresses for notice to any Person at such Person's request. No other course of dealing between VitalStream and the holder of any Preferred Shares, Amended and Restated Convertible Notes, Warrants or Underlying Common Stock or any delay in exercising any rights under this Agreement or any of the other Transaction Agreements shall operate as a waiver of any rights of any such holder. For purposes of this Agreement, Convertible Notes, Preferred Shares, Warrants or Underlying Common Stock held by VitalStream or any of the VitalStream Subsidiaries shall not be deemed to be outstanding.

Consent to Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against VitalStream or the holders of the Amended and Restated Convertible Notes, Conversion Preferred, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any amendment, modification or waiver affecting the rights and interests VitalStream, (ii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Notes Initial Convertible Notes, Warrants or Conversion PreferredUnderlying Common Stock under this Agreement, the holders of a majority of the Underlying Common Stock issuable with respect to the Amended such Initial Convertible Notes, Warrants or Underlying Common Stock and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders any holder of the Amended and Restated Warrants and the Additional WarrantsSubsequent Convertible Notes or any Person listed on Annex 1 as obligated to purchase Subsequent Convertible Notes, the holders of a majority of the Underling Underlying Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferredsuch Subsequent Convertible Notes. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to (a) add additional Persons who purchase Convertible Notes hereunder and execute and deliver a counterpart signature page to this Agreement or (b) change the addresses for notice to any Person at such Person's request. No other course of dealing between VitalStream and the holder of any Preferred Shares, Amended and Restated Convertible Notes, Warrants or Underlying Common Stock or any delay in exercising any rights under this Agreement or any of the other Transaction Agreements shall operate as a waiver of any rights of any such holder. For purposes of this Agreement, Convertible Notes, Preferred Shares, Warrants or Underlying Common Stock held by VitalStream or any of the VitalStream Subsidiaries shall not be deemed to be outstanding. This Agreement shall amend and restate the Original Note Purchase Agreement in its entirety and become effective immediately upon the execution of this Agreement by each of the Parties hereto. The parties hereto hereby acknowledge and agree that (A) references to the "Convertible Promissory Note and Warrant Purchase Agreement", "Note Purchase Agreement" or "Note and Warrant Purchase Agreement, as the case may be, in each of the Transaction Agreements shall be to this Agreement (as amended and modified from time to time) and (B) references to the "Asset Purchase Agreement" in each of the Transaction Agreements shall be to the Asset Purchase Agreement (as defined herein) (as amended and modified from time to time).

Consent to Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision The provisions of this Agreement shall may be effective against VitalStream amended and the Company may take any action herein prohibited, or omit to perform any action herein required to be performed by it, only if the holders Company has obtained the written consent of 50.1% in aggregate principal amount of the Amended and Restated outstanding Notes; provided, Conversion Preferredhowever, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any that no amendment, modification or waiver affecting shall be effective unless consented to in writing by the rights and interests VitalStream, (ii) in the case Holder of any such Note if such amendment, modification or waiver affecting would (a) modify any requirement hereunder or under the rights and interests Note that any specified action be taken by Holders of a specified percentage of the holders principal amount of the Amended and Restated Notes shall be effective unless consented to by such percentage of Holders, (b) change the due date for, or Conversion Preferredreduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the holders principal amount of a majority or rate of interest on any Note), (c) change the Underlying Common Stock issuable place or currency of payment of principal of, or premium or interest on any Note, or (d) impair the right to institute legal proceedings for the enforcement of any payment on or with respect to any Note on or after the Amended and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders occurrence of a majority of the Underling Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to change the addresses for notice to any Person at such Person's requestRedemption Event. No other course of dealing between VitalStream the Company and the holder any Purchaser or any subsequent Holder of any Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock Note or any delay in exercising any rights hereunder or under this Agreement or any of the other Transaction Agreements Note shall operate as a waiver of any rights of such Purchaser or any subsequent Holder. Any consideration given to any Holder to obtain its consent shall be given pro rata to all such Holders of a Note or Notes whether or not they give consent. Each Holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph, whether or not such Note shall have been marked to indicate such consent, but any Note issued thereafter may bear a notation referring to any such holderconsent. For purposes of The foregoing notwithstanding, the parties hereto agree that they will not amend, modify or supplement (i) Section 8.7 hereof or (ii) this Agreement, Convertible Notes, Preferred Shares, Warrants or Underlying Common Stock held by VitalStream or any of the VitalStream Subsidiaries shall not be deemed to be outstandingsentence.

Consent to Amendments and Waivers. (a) Except as otherwise provided hereinin Section 13.3(b), no modificationthis Agreement and the Bridge Notes may be amended or supplemented with the consent of Newco, amendment the Borrower and the Majority Lenders and any existing default or waiver of compliance with any provision of this Agreement shall be effective against VitalStream or the holders of the Amended and Restated Notes, Conversion Preferred, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any amendment, modification or waiver affecting the rights and interests VitalStream, (ii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Bridge Notes or Conversion Preferred, the holders of a majority of the Underlying Common Stock issuable may be waived with respect to the Amended and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders of a majority of the Underling Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to change the addresses for notice to any Person at such Person's requestMajority Lenders. No other course of dealing between VitalStream and Bridge Notes held by the holder of any Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock or any delay in exercising any rights under this Agreement Borrower or any of the other Transaction Agreements shall operate as a waiver of any rights of any such holder. For purposes of this Agreement, Convertible Notes, Preferred Shares, Warrants or Underlying Common Stock held by VitalStream or any of the VitalStream Subsidiaries shall its Affiliates will not be deemed to be outstandingoutstanding for purposes of this Section 13.3. (b) Without the consent of Newco, the Borrower and each Lender affected, an amendment or waiver may not: (i) reduce the principal amount of any Loan, (ii) change the fixed maturity of any Loan, (iii) reduce the rate of or change the time for payment of interest on any Loan, (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or premium on the Loans or an other amounts payable under any of the Loan Documents, (v) make any Loan payable in money other than that stated in the applicable Loan, (vi) make any change in the provisions of this Agreement relating to the rights of Lenders to receive payments of principal of, premium, if any, or fees, interest on the Loans, provided that the Majority Lenders may waive any mandatory prepayment of Loans required by Section 2.5 other than a mandatory prepayment with the proceeds of the Permanent Securities, (vii) make any change to the provisions of Article VIII which would adversely affect the rights of any Lender, (viii) release Newco from its Guarantee or (ix) make any change in the foregoing amendment and waiver

Consent to Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision The provisions of this Agreement shall may be effective against VitalStream amended and the Company may take any action herein prohibited, or omit to perform any action herein required to be performed by it, only if the holders Company has obtained the written consent of 50.1% in aggregate principal amount of the Amended and Restated outstanding Notes; PROVIDED, Conversion PreferredHOWEVER, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any that no amendment, modification or waiver affecting shall be effective unless consented to in writing by the rights and interests VitalStream, (ii) in the case Holder of any such Note if such amendment, modification or waiver affecting would (a) modify any requirement hereunder or under the rights and interests Note that any specified action be taken by Holders of a specified percentage of the holders principal amount of the Amended and Restated Notes shall be effective unless consented to by such percentage of Holders, (b) change the due date for, or Conversion Preferredreduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the holders principal amount of a majority or rate of interest on any Note), (c) change the Underlying Common Stock issuable place or currency of payment of principal of, or premium or interest on any Note, or (d) impair the right to institute legal proceedings for the enforcement of any payment on or with respect to any Note on or after the Amended and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders occurrence of a majority of the Underling Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to change the addresses for notice to any Person at such Person's requestRedemption Event. No other course of dealing between VitalStream the Company and the holder any Purchaser or any subsequent Holder of any Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock Note or any delay in exercising any rights hereunder or under this Agreement or any of the other Transaction Agreements Note shall operate as a waiver of any rights of such Purchaser or any subsequent Holder. Any consideration given to any Holder to obtain its consent shall be given PRO RATA to all such Holders of a Note or Notes whether or not they give consent. Each Holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph, whether or not such Note shall have been marked to indicate such consent, but any Note issued thereafter may bear a notation referring to any such holderconsent. For purposes of The foregoing notwithstanding, the parties hereto agree that they will not amend, modify or supplement (i) Section 8.7 hereof or (ii) this Agreement, Convertible Notes, Preferred Shares, Warrants or Underlying Common Stock held by VitalStream or any of the VitalStream Subsidiaries shall not be deemed to be outstandingsentence.

Consent to Amendments and Waivers. (a) Except as otherwise provided hereinin Section 14.3(b), no modificationthis Agreement and the Bridge Notes may be amended or supplemented with the consent of the Borrower, amendment each Guarantor and the Required Lenders and any existing default or waiver of compliance with any provision of this Agreement shall be effective against VitalStream or the holders Bridge Notes may be waived with the consent of the Amended and Restated Notes, Conversion Preferred, New Preferred, Warrants Required Lenders. Bridge Notes held by the Borrower or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by any of its Affiliates will not be deemed to be outstanding for purposes of this Section 14.3. (ib) VitalStream, in the case of any amendment, modification or waiver affecting the rights and interests VitalStream, (ii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Notes or Conversion Preferred, the holders of a majority of the Underlying Common Stock issuable with respect to the Amended and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders of a majority of the Underling Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoingprovisions of Section 14.3(a), without the consent of each Lender affected thereby, an amendment or waiver may not: (i) reduce the principal amount of any other PersonLoan, VitalStream may restate Annex 1 and Annex 2 attached hereto to (ii) change the addresses for notice to any Person at such Person's request. No other course of dealing between VitalStream and the holder fixed maturity of any Preferred SharesLoan, Amended and Restated Notes(iii) reduce the rate of or change the time for payment of interest on any Loan, Warrants (iv) waive a Default or Underlying Common Stock Event of Default in the payment of principal of or any delay in exercising any rights premium, or interest, if any, on the Loans or an other amounts payable under this Agreement or any of the Loan Documents, (v) make any Loan payable in money other Transaction Agreements shall operate as a waiver than that stated in the applicable Loan, (vi) make any change in the provisions of this Agreement relating to the rights of Lenders to receive (A) prepayments on, or (B) payments of principal of, or premium, fees or interest, if any, or fees or interest on, the Loans, (vii) make any change to the provisions of Article VIII that would adversely affect the rights of any Lender, (viii) release any Guarantor from its Guarantee except as provided herein, (ix) amend the provisions of Article X hereof if such holder. For purposes amendment would adversely affect the rights of this Agreement, Convertible Notes, Preferred Shares, Warrants any Lenders or Underlying Common Stock held by VitalStream or (ix) make any change in the foregoing amendment and waiver provisions. (c) The Borrower shall not and shall not permit any of the VitalStream its Subsidiaries shall not be deemed to, directly or indirectly, pay or cause to be outstandingpaid any consideration, whether by way of interest, fee or otherwise, to any Lender for or as an inducement to any consent, waiver or amendment permitted by Section 14.3(a) unless such consideration is offered to be paid and is paid to all Lenders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Consent to Amendments and Waivers. (a) Except as otherwise provided hereinin Section 4.21 and 12.3(b), no modification, amendment this Agreement and the Bridge Notes may be amended or waiver supplemented with the consent of the Borrower and the Majority Lenders and any existing default or compliance with any provision of this Agreement shall be effective against VitalStream or the holders Bridge Notes may be waived with the consent of the Amended Majority Lenders. Bridge Notes held by the Borrower or any of its Affiliates will not be deemed to be outstanding for purposes of this Section 12.3. (b) Notwithstanding the provisions of Section 12.3(a) and Restated Notes, Conversion Preferred, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any amendment, modification or waiver affecting the rights and interests VitalStream, (ii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Notes or Conversion Preferred, the holders of a majority of the Underlying Common Stock issuable with respect addition to the Amended and Restated Notes and Conversion Preferred, (iii) in the case provisions of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders of a majority of the Underling Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoingSection 4.21, without the consent of each Lender affected thereby, an amendment or waiver may not: (i) reduce the principal amount of any Loan, (ii) change the fixed maturity of any Loan, (iii) reduce the rate of or change the time for payment of interest on any Loan, (iv) waive a Default or Event of Default in the payment of principal of, or premium, fees or interest, if any, on the Loans or any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to change the addresses for notice to any Person at such Person's request. No other course of dealing between VitalStream and the holder of any Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock or any delay in exercising any rights amounts payable under this Agreement or any of the Loan Documents, (v) make any Loan payable in money other Transaction Agreements shall operate as a waiver than that stated in the applicable Loan, (vi) make any change in the provisions of this Agreement relating to the rights of Lenders to receive (A) prepayments on, or (B) payments of principal of, premium, if any, or fees or interest on, the Loans, (vii) make any change to the provisions of Article VII that would adversely affect the rights of any such holder. For purposes of this Agreement, Convertible Notes, Preferred Shares, Warrants Lender or Underlying Common Stock held by VitalStream or (viii) make any change in the foregoing amendment and waiver provisions. (c) The Borrower shall not and shall not permit any of the VitalStream its Subsidiaries shall not be deemed to, directly or indirectly, pay or cause to be outstandingpaid any consideration, whether by way of interest, fee or otherwise, to any Lender for or as an inducement to any consent, waiver or amendment permitted by Section 12.3(a) unless such consideration is offered to be paid and is paid to all Lenders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.

Consent to Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision The provisions of this --------------------------------- Agreement shall be effective against VitalStream or including, without limitation, the holders covenants of the Amended Company contained in Article VI, may be amended and Restated the Company may take any action herein prohibited, or omit to perform any action herein required to be performed by it, only if the Company has obtained the written consent of a majority in aggregate principal amount of the outstanding New Subordinated Notes; provided, Conversion Preferredhowever, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by (i) VitalStream, in the case of any that no amendment, modification or waiver affecting shall be effective unless consented to in writing by the rights and interests VitalStream, (ii) in the case Holder of any such Note if such amendment, modification or waiver affecting the rights and interests would (a) modify any requirement hereunder that any specified action be taken by Holders of a specified percentage of the holders principal amount of the Amended and Restated New Subordinated Notes shall be effective unless consented to by such percentage of Holders, (b) change the due date for, or Conversion Preferredreduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the holders principal amount; premium on, of a majority or rate of interest on any Note), (c) change the Underlying Common Stock issuable place or currency of payment of principal of, or premium or interest on any Note, (d) impair the right to institute legal proceedings for the enforcement of any payment on or with respect to any Note on or after the Amended and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders occurrence of a majority of Redemption Event or (e) modify the Underling Common Stock issuable with respect subordination provisions in a manner adverse to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders Holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to change the addresses for notice to any Person at such Person's requestSubordinated Notes. No other course of dealing between VitalStream the Company and the holder Noteholder or any subsequent Holder of any Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock Note or any delay in exercising any rights hereunder or under this Agreement or any of the other Transaction Agreements Note shall operate as a waiver of any rights of the Noteholder or any subsequent Holder. Any consideration given to any Holders to obtain its consent shall be given pro rata to all such holders --- ---- of a Note or New Subordinated Notes whether or not they give consent. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph, whether or not such Note shall have been marked to indicate such consent, but any Note issued thereafter may bear a notation referring to any such holderconsent. For purposes The foregoing notwithstanding, the parties hereto agree that they will not amend, modify or supplement (i) Article IX hereof, (ii) Section 8.7 hereof, (iii) Article IX indirectly by amending or modifying any of the following defined terms: Debt, Senior Debt, Bank Debt, Banks, Credit Agreements, or Guarantee or (iv) this sentence. In addition, this Agreement, Convertible Notes, Preferred Shares, Warrants or Underlying Common Stock held by VitalStream or any of the VitalStream Subsidiaries shall not be deemed amended in any manner that would adversely affect the interest of the lenders or any new lenders under the Credit Agreements as such agreements are in effect on the date hereof (including any provision contained in any amendment to be outstandingor replacement of the Credit Agreements which are the same in all material respects as a provision contained in that agreement on the date hereof).

Consent to Amendments and Waivers. (a) Except as otherwise provided hereinin SECTION 11.3(B), no modificationthis Agreement and the Term Notes may be amended or supplemented with the consent of the Borrower, amendment each Guarantor and the Majority Lenders and any existing default or waiver of compliance with any provision of this Agreement shall be effective against VitalStream or the holders Term Notes may be waived with the consent of the Amended and Restated Notes, Conversion Preferred, New Preferred, Warrants Majority Lenders. Term Notes held by the Borrower or Underlying Common Stock unless such modification, amendment or waiver is approved in writing by any of its Affiliates will not be deemed to be outstanding for purposes of this SECTION 11.3. (ib) VitalStream, in the case of any amendment, modification or waiver affecting the rights and interests VitalStream, (ii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Notes or Conversion Preferred, the holders of a majority of the Underlying Common Stock issuable with respect to the Amended and Restated Notes and Conversion Preferred, (iii) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the Amended and Restated Warrants and the Additional Warrants, the holders of a majority of the Underling Common Stock issuable with respect to the Amended and Restated Warrants and the Additional Warrants, (iv) in the case of any amendment, modification or waiver affecting the rights and interests of the holders of the New Preferred, the holders of a majority of the Underling Common Stock issuable with respect to the New Preferred. Notwithstanding the foregoingprovisions of SECTION 11.3(A), without the consent of each Lender affected thereby, an amendment or waiver may not: (i) reduce the principal amount of any Term Loan, (ii) change the fixed maturity of any Term Loan, (iii) reduce the rate of or change the time for payment of interest on any Term Loan, (iv) waive a Default or Event of Default in the payment of principal of, Applicable Repayment Fee, or premium, fees or interest, if any, on the Term Loans or any other Person, VitalStream may restate Annex 1 and Annex 2 attached hereto to change the addresses for notice to any Person at such Person's request. No other course of dealing between VitalStream and the holder of any Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock or any delay in exercising any rights amounts payable under this Agreement or any of the Loan Documents, (v) make any Loan payable in money other Transaction Agreements shall operate as a waiver than that stated in the applicable Term Loan, (vi) make any change in the provisions of any this Agreement relating to the rights of Lenders to receive (A) prepayments on, or (B) payments of principal of, Applicable Repayment Fee, premium, if any, or interest on, the Term Loans, (vii) release any such holder. For purposes of this Agreement, Convertible Notes, Preferred Shares, Warrants Guarantor from its Guarantee except as provided herein or Underlying Common Stock held by VitalStream or (viii) make any change in the foregoing amendment and waiver provisions. (c) The Borrower shall not and shall not permit any of the VitalStream its Subsidiaries shall not be deemed to, directly or indirectly, pay or cause to be outstandingpaid any consideration, whether by way of interest, fee or otherwise, to any Lender for or as an inducement to any consent, waiver or amendment permitted by SECTION 11.3(A) unless such consideration is offered to be paid and is paid to all Lenders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or amendment.