Common use of Consent to Amendments and Waivers Clause in Contracts

Consent to Amendments and Waivers. The provisions of this Agreement including, without limitation, the covenants of the Company contained in Article VI, may be 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 Company has obtained the written consent of a majority in aggregate principal amount of the outstanding New Subordinated Notes; provided, however, that no amendment, modification or waiver shall be effective unless consented to in writing by the Holder of such Note if such amendment, modification or waiver would (a) modify any requirement hereunder that any specified action be taken by Holders of a specified percentage of the principal amount of the New Subordinated Notes shall be effective unless consented to by such percentage of Holders, (b) change the due date for, or reduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the principal amount; premium on, of or rate of interest on any Note), (c) change the 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 occurrence of a Redemption Event or (e) modify the subordination provisions in a manner adverse to the Holders of the New Subordinated Notes. No course of dealing between the Company and the Noteholder or any subsequent Holder of any Note or any delay in exercising any rights hereunder or under any 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 consent. 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, shall not be 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 or 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. The provisions Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement including, without limitation, shall be effective against VitalStream or the covenants holders of the Company contained Amended and Restated Notes, Conversion Preferred, New Preferred, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in Article VIwriting by (i) VitalStream, may be amended and in the Company may take case of 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, however, that no amendment, modification or waiver shall be effective unless consented to affecting the rights and interests VitalStream, (ii) in writing by the Holder case of such Note if such any amendment, modification or waiver would (a) modify any requirement hereunder that any specified action be taken by Holders affecting the rights and interests of the holders of the Amended and Restated Notes or Conversion Preferred, the holders of a specified percentage majority of the principal amount 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 Subordinated Notes shall be effective unless consented to by such percentage Preferred, the holders of Holders, (b) change a majority of the due date for, or reduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the principal amount; premium on, of or rate of interest on any Note), (c) change the 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 Underling Common Stock issuable with respect to any Note on or after the occurrence of a Redemption Event or (e) modify the subordination provisions in a manner adverse to the Holders of the New Subordinated NotesPreferred. 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 the Company VitalStream and the Noteholder or any subsequent Holder holder of any Note Preferred Shares, Amended and Restated Notes, Warrants or Underlying Common Stock or any delay in exercising any rights hereunder under this Agreement or under any Note of the other Transaction Agreements 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 consentholder. The foregoing notwithstandingFor purposes of this Agreement, the parties hereto agree that they will not amendConvertible Notes, modify Preferred Shares, Warrants or supplement (i) Article IX hereof, (ii) Section 8.7 hereof, (iii) Article IX indirectly Underlying Common Stock held by amending VitalStream 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, VitalStream Subsidiaries shall not be 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 deemed to or replacement of the Credit Agreements which are the same in all material respects as a provision contained in that agreement on the date hereof)be outstanding.

Consent to Amendments and Waivers. The provisions of this Agreement including, without limitation, the covenants of the Company contained in Article VI, may be 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 Company has obtained the written consent of a majority 50.1% in aggregate principal amount of the outstanding New Subordinated Notes; provided, however, that no amendment, modification or waiver shall be effective unless consented to in writing by the Holder of such Note if such amendment, modification or waiver would (a) modify any requirement hereunder or under the Note that any specified action be taken by Holders of a specified percentage of the principal amount of the New Subordinated Notes shall be effective unless consented to by such percentage of Holders, (b) change the due date for, or reduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the principal amount; premium on, amount of or rate of interest on any Note), (c) change the 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 occurrence of a Redemption Event or (e) modify the subordination provisions in a manner adverse to the Holders of the New Subordinated NotesEvent. No course of dealing between the Company and the Noteholder any Purchaser or any subsequent Holder of any Note or any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of the Noteholder such Purchaser or any subsequent Holder. Any consideration given to any Holders Holder to obtain its consent shall be given pro rata to all such holders Holders of a Note or New Subordinated Notes whether or not they give consent. Each holder 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 consent. The foregoing notwithstanding, the parties hereto agree that they will not amend, modify or supplement (i) Article IX hereof, Section 8.7 hereof or (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, shall not be 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 or 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. The provisions Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement including, without limitation, shall be effective against VitalStream or the covenants holders of the Company contained Convertible Notes, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in Article VIwriting by (i) VitalStream, may be amended and in the Company may take case of 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, however, that no amendment, modification or waiver shall be effective unless consented to affecting the rights and interests VitalStream, (ii) in writing by the Holder case of such Note if such any amendment, modification or waiver would affecting the rights and interests of the holders of the Initial Convertible Notes, Warrants or Underlying Common Stock under this Agreement, the holders of a majority of the Underlying Common Stock with respect to such Initial Convertible Notes, Warrants or Underlying Common Stock and (iii) in the case of any amendment, modification or waiver affecting the rights and interests of any holder of Subsequent Convertible Notes or any Person listed on ANNEX 1 as obligated to purchase Subsequent Convertible Notes, the holders of a majority of the Underlying Common Stock with respect to such Subsequent Convertible Notes. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate ANNEX 1 attached hereto to (a) modify any requirement add additional Persons who purchase Convertible Notes hereunder that any specified action be taken by Holders of and execute and deliver a specified percentage of the principal amount of the New Subordinated Notes shall be effective unless consented counterpart signature page to by such percentage of Holders, this Agreement or (b) change the due date for, or reduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the principal amount; premium on, of or rate of interest on any Note), (c) change the place or currency of payment of principal of, or premium or interest on any Note, (d) impair the right to institute legal proceedings addresses for the enforcement of any payment on or with respect notice to any Note on or after the occurrence of a Redemption Event or (e) modify the subordination provisions in a manner adverse to the Holders of the New Subordinated NotesPerson at such Person's request. No other course of dealing between the Company VitalStream and the Noteholder or any subsequent Holder holder of any Note Convertible Notes, Warrants or Underlying Common Stock or any delay in exercising any rights hereunder under this Agreement or under any Note of the other Transaction Agreements 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 consentholder. The foregoing notwithstandingFor purposes of this Agreement, the parties hereto agree that they will not amendConvertible Notes, modify Warrants or supplement (i) Article IX hereof, (ii) Section 8.7 hereof, (iii) Article IX indirectly Underlying Common Stock held by amending VitalStream 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, VitalStream Subsidiaries shall not be 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 deemed to or replacement of the Credit Agreements which are the same in all material respects as a provision contained in that agreement on the date hereof)be outstanding.

Consent to Amendments and Waivers. The provisions of this Agreement including, without limitation, the covenants of the Company contained in Article VI, may be 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 Company has obtained the written consent of a majority 50.1% in aggregate principal amount of the outstanding New Subordinated Notes; providedPROVIDED, howeverHOWEVER, that no amendment, modification or waiver shall be effective unless consented to in writing by the Holder of such Note if such amendment, modification or waiver would (a) modify any requirement hereunder or under the Note that any specified action be taken by Holders of a specified percentage of the principal amount of the New Subordinated Notes shall be effective unless consented to by such percentage of Holders, (b) change the due date for, or reduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the principal amount; premium on, amount of or rate of interest on any Note), (c) change the 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 occurrence of a Redemption Event or (e) modify the subordination provisions in a manner adverse to the Holders of the New Subordinated NotesEvent. No course of dealing between the Company and the Noteholder any Purchaser or any subsequent Holder of any Note or any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of the Noteholder such Purchaser or any subsequent Holder. Any consideration given to any Holders Holder to obtain its consent shall be given pro rata PRO RATA to all such holders Holders of a Note or New Subordinated Notes whether or not they give consent. Each holder 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 consent. The foregoing notwithstanding, the parties hereto agree that they will not amend, modify or supplement (i) Article IX hereof, Section 8.7 hereof or (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, shall not be 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 or 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. The provisions of this --------------------------------- Agreement including, without limitation, the covenants of the Company contained in Article VI, may be 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 Company has obtained the written consent of a majority in aggregate principal amount of the outstanding New Subordinated Notes; provided, however, that no amendment, modification or waiver shall be effective unless consented to in writing by the Holder of such Note if such amendment, modification or waiver would (a) modify any requirement hereunder that any specified action be taken by Holders of a specified percentage of the principal amount of the New Subordinated Notes shall be effective unless consented to by such percentage of Holders, (b) change the due date for, or reduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the principal amount; premium on, of or rate of interest on any Note), (c) change the 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 occurrence of a Redemption Event or (e) modify the subordination provisions in a manner adverse to the Holders of the New Subordinated Notes. No course of dealing between the Company and the Noteholder or any subsequent Holder of any Note or any delay in exercising any rights hereunder or under any 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 consent. 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, shall not be 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 or 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. The provisions Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement including, without limitation, shall be effective against VitalStream or the covenants holders of the Company contained Convertible Notes, Warrants or Underlying Common Stock unless such modification, amendment or waiver is approved in Article VIwriting by (i) VitalStream, may be amended and in the Company may take case of 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, however, that no amendment, modification or waiver shall be effective unless consented to affecting the rights and interests VitalStream, (ii) in writing by the Holder case of such Note if such any amendment, modification or waiver would affecting the rights and interests of the holders of the Initial Convertible Notes, Warrants or Underlying Common Stock under this Agreement, the holders of a majority of the Underlying Common Stock with respect to such Initial Convertible Notes, Warrants or Underlying Common Stock and (iii) in the case of any amendment, modification or waiver affecting the rights and interests of any holder of Subsequent Convertible Notes or any Person listed on Annex 1 as obligated to purchase Subsequent Convertible Notes, the holders of a majority of the Underlying Common Stock with respect to such Subsequent Convertible Notes. Notwithstanding the foregoing, without the consent of any other Person, VitalStream may restate Annex 1 attached hereto to (a) modify any requirement add additional Persons who purchase Convertible Notes hereunder that any specified action be taken by Holders of and execute and deliver a specified percentage of the principal amount of the New Subordinated Notes shall be effective unless consented counterpart signature page to by such percentage of Holders, this Agreement or (b) change the due date for, or reduce the amount of, any payment or prepayment of principal of or premium or interest on any Note (or reduce the principal amount; premium on, of or rate of interest on any Note), (c) change the place or currency of payment of principal of, or premium or interest on any Note, (d) impair the right to institute legal proceedings addresses for the enforcement of any payment on or with respect notice to any Note on or after the occurrence of a Redemption Event or (e) modify the subordination provisions in a manner adverse to the Holders of the New Subordinated NotesPerson at such Person's request. No other course of dealing between the Company VitalStream and the Noteholder or any subsequent Holder holder of any Note Convertible Notes, Warrants or Underlying Common Stock or any delay in exercising any rights hereunder under this Agreement or under any Note of the other Transaction Agreements 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 consentholder. The foregoing notwithstandingFor purposes of this Agreement, the parties hereto agree that they will not amendConvertible Notes, modify Warrants or supplement (i) Article IX hereof, (ii) Section 8.7 hereof, (iii) Article IX indirectly Underlying Common Stock held by amending VitalStream 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, VitalStream Subsidiaries shall not be amended deemed to be outstanding. This Agreement shall amend and restate the Original Note Purchase Agreement in any manner that would adversely affect its entirety and become effective immediately upon the interest execution of this Agreement by each of the lenders 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 any new lenders under "Note and Warrant Purchase Agreement, as the Credit Agreements as such agreements are case may be, in effect on the date hereof (including any provision contained in any amendment to or replacement each of the Credit Transaction Agreements which are shall be to this Agreement (as amended and modified from time to time) and (B) references to the same "Asset Purchase Agreement" in all material respects each of the Transaction Agreements shall be to the Asset Purchase Agreement (as a provision contained in that agreement on the date hereofdefined herein) (as amended and modified from time to time).