Common use of Limited Consent Clause in Contracts

Limited Consent. Columbia Funds Series Trust I, on behalf of Columbia International Bond Fund (the “Subject Borrower”), has informed the Banks and the Agent that Columbia International Bond Fund wishes to change its diversified status from diversified to non-diversified (such a change being hereinafter referred to as the “Status Change”). Pursuant to Section 5.12 of the Credit Agreement, the Status Change is not permitted absent the consent of the Banks and, as such, the Subject Borrower has requested that the Agents and the Banks consent to the Status Change. Subject to the terms and conditions of this §3 the Agents and the Banks do hereby consent to the Status Change; provided that: (a) the Subject Borrower has provided to the Agent evidence that the Status Change has been approved by the Subject Borrower's Board of Trustees; and (b) the Subject Borrower shall cause the Investment Adviser to promptly take all necessary actions to reflect the Status Change in the applicable Prospectus, any registration statement and all marketing materials and to take all such actions as are required such that the Subject Borrower remains in compliance with all applicable laws (including, without limitation, the Investment Company Act). The failure of the Subject Borrower to comply with the provisions of this §3(b) by not later than June 1, 2009 shall constitute an immediate Event of Default under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions of the Credit Agreement or the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived hereby, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documents.

Limited Consent. Columbia Funds Upon satisfaction of the conditions to effectiveness set forth in Section 5 below and notwithstanding Section 6.12 of the Loan Agreement, Agent and the Lenders hereby consent (i) to the Borrower making the Specified Equity Issuance on the Seventh Amendment Effective Date solely pursuant to the documentation attached hereto as Exhibit B, (ii) retaining the Specified Net Cash Proceeds for working capital and for other general corporate purposes that are not prohibited by the Loan Agreement, (iii) adding the full amount of the Specified Net Cash Proceeds to EBITDA, as necessary, for the purpose of determining compliance with Section 7.1 and Section 7.6, as the case may be, of the Loan Agreement for the Specified Covenant Periods, and (iv) solely to the extent required by preemptive rights provisions of Section 14 of the Amended and Restated Certificate of Designation of Series Trust IH Convertible Preferred Stock (as in effect on the date hereof), the Amended and Restated Certificate of Designation of Series I Convertible Preferred Stock (as in effect on behalf the date hereof), and the Amended Series J Certificate of Columbia International Bond Fund Designation (as in effect on the date hereof) (collectively, the “Subject BorrowerCertificates of Designation”), has informed the Banks and the Agent that Columbia International Bond Fund wishes future issuance of Series J Securities to change its diversified status from diversified to non-diversified certain Exercising Holders (such a change being hereinafter referred to as the “Status Change”). Pursuant to Section 5.12 of the Credit Agreement, the Status Change is not permitted absent the consent of the Banks and, as such, the Subject Borrower has requested that the Agents and the Banks consent to the Status Change. Subject to the terms and conditions of this §3 the Agents and the Banks do hereby consent to the Status Change; provided that: (a) the Subject Borrower has provided to the Agent evidence that the Status Change has been approved by the Subject Borrower's Board of Trustees; and (b) the Subject Borrower shall cause the Investment Adviser to promptly take all necessary actions to reflect the Status Change defined in the applicable Prospectus, any registration statement and all marketing materials and to take all such actions Certificates of Designation (as are required such that in effect on the Subject Borrower remains in compliance with all applicable laws (including, without limitation, the Investment Company Actdate hereof)). The failure of Notwithstanding anything herein or in the Subject Borrower to comply with the provisions of this §3(b) by not later than June 1, 2009 shall constitute an immediate Event of Default under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions of the Credit Agreement or the other Loan Documents or the Intercreditor Agreement to permit any Borrower the contrary, Agent and Lenders agree and acknowledge that the Specified Net Cash Proceeds shall be first applied to take any other action which is prohibited by the terms obligations arising under the Revolving Loan Agreement (but not in permanent reduction of the Credit Agreement maximum revolving amount under the Revolving Loan Documents). For the avoidance of doubt and notwithstanding anything to the contrary herein or in the other Loan Documents. Except as expressly stated herein, neither without limiting the execution effect of this consent, the Specified Equity Issuance shall be and continue to be deemed Disqualified Equity Interests for all purposes under the Loan Documents after giving effect to this Amendment nor and the failure consent set forth in this Section 2. The Revolving Agent shall be entitled to rely on the consent provided herein and the foregoing agreement and acknowledgment by Agent and the Lenders. The foregoing is a limited consent, and shall not, except as otherwise expressly provided in this Agreement, constitute (a) a modification or alteration of the terms, conditions or covenants of the Loan Agreement or any other Loan Document or (b) a waiver, release, or limitation upon the exercise by Agent or any Bank to exercise any right or remedy constitutes a waiver Lender of any Default of its rights, legal or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived herebyequitable, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documentsthereunder.

Limited Consent. Columbia Funds Upon satisfaction of the conditions to effectiveness set forth in Section 5 below and notwithstanding Section 6.12 of the Loan Agreement, Agent and the Lenders hereby consent (i) to the Borrower making the Specified Equity Issuance on the Sixth Amendment Effective Date solely pursuant to the documentation attached hereto as Exhibit B, (ii) retaining the Specified Net Cash Proceeds for working capital and for other general corporate purposes that are not prohibited by the Loan Agreement, (iii) adding the full amount of the Specified Net Cash Proceeds to EBITDA, as necessary, for the purpose of determining compliance with Section 7.1 and Section 7.6, as the case may be, of the Loan Agreement for the Specified Covenant Periods, and (iv) solely to the extent required by preemptive rights provisions of Section 14 of the Amended and Restated Certificate of Designation of Series Trust IH Convertible Preferred Stock (as in effect on the date hereof), the Amended and Restated Certificate of Designation of Series I Convertible Preferred Stock (as in effect on behalf the date hereof), and the Amended Series J Certificate of Columbia International Bond Fund Designation (as in effect on the date hereof) (collectively, the “Subject BorrowerCertificates of Designation”), has informed the Banks and the Agent that Columbia International Bond Fund wishes future issuance of Series J Securities to change its diversified status from diversified to non-diversified certain Exercising Holders (such a change being hereinafter referred to as the “Status Change”). Pursuant to Section 5.12 of the Credit Agreement, the Status Change is not permitted absent the consent of the Banks and, as such, the Subject Borrower has requested that the Agents and the Banks consent to the Status Change. Subject to the terms and conditions of this §3 the Agents and the Banks do hereby consent to the Status Change; provided that: (a) the Subject Borrower has provided to the Agent evidence that the Status Change has been approved by the Subject Borrower's Board of Trustees; and (b) the Subject Borrower shall cause the Investment Adviser to promptly take all necessary actions to reflect the Status Change defined in the applicable Prospectus, any registration statement and all marketing materials and to take all such actions Certificates of Designation (as are required such that in effect on the Subject Borrower remains in compliance with all applicable laws (including, without limitation, the Investment Company Actdate hereof)). The failure of Notwithstanding anything herein or in the Subject Borrower to comply with the provisions of this §3(b) by not later than June 1, 2009 shall constitute an immediate Event of Default under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions of the Credit Agreement or the other Loan Documents or the Intercreditor Agreement to permit any Borrower the contrary, Agent and Lenders agree and acknowledge that the Specified Net Cash Proceeds shall be first applied to take any other action which is prohibited by the terms obligations arising under the Revolving Loan Agreement (but not in permanent reduction of the Credit Agreement maximum revolving amount under the Revolving Loan Documents). For the avoidance of doubt and notwithstanding anything to the contrary herein or in the other Loan Documents. Except as expressly stated herein, neither without limiting the execution effect of this consent, the Specified Equity Issuance shall be and continue to be deemed Disqualified Equity Interests for all purposes under the Loan Documents after giving effect to this Amendment nor and the failure consent set forth in this Section 2. The Revolving Agent shall be entitled to rely on the consent provided herein and the foregoing agreement and acknowledgment by Agent and the Lenders. The foregoing is a limited consent, and shall not, except as otherwise expressly provided in this Agreement, constitute (a) a modification or alteration of the terms, conditions or covenants of the Loan Agreement or any other Loan Document or (b) a waiver, release, or limitation upon the exercise by Agent or any Bank to exercise any right or remedy constitutes a waiver Lender of any Default of its rights, legal or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived herebyequitable, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documentsthereunder.

Limited Consent. Columbia Funds Series Trust IA. Subject to clause (B) below and notwithstanding anything to the contrary contained in Section 6.04 to the Credit Agreement, the Administrative Agent and the Lenders party hereto hereby consent to the Target Acquisition so long as (i) no Default or Event of Default exists or results therefrom, (ii) the total consideration paid or payable (including without limitation, assumed Indebtedness, the original principal amount of any Target Loans and the maximum amount of all deferred payments, including earnouts, related thereto) in connection with the Target Acquisition does not exceed $6,000,000, (iii) the Target Acquisition is consummated within sixty (60) days of the Amendment Effective Date (as defined below) or such additional time as may be requested by Borrower with the consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed, (iv) the Target Loans are made to Target in an amount and in a manner that complies with the terms and conditions of the Acquisition Agreement as in effect on behalf the Target Acquisition Effective Date (or with such other terms and conditions as may be reasonably satisfactory to the Administrative Agent), and (v) the Administrative Agent shall have received a final executed copy of Columbia International Bond Fund the Acquisition Agreement (including all schedules, exhibits, annexes, amendments, supplements and modifications thereto, as well as any documents ancillary to the Acquisition Agreement), such agreement and ancillary documents to be in form and substance reasonably satisfactory to the Administrative Agent (the “Subject Borrower”), has informed date of the Banks and final executed Acquisition Agreement delivered to the Administrative Agent that Columbia International Bond Fund wishes to change its diversified status from diversified to non-diversified (such a change being hereinafter referred to as herein as, the “Status ChangeTarget Acquisition Effective Date”). Pursuant to For the avoidance of doubt, it is understood and agreed that for purposes of clause (k) of the definition of “Consolidated EBITDA” set forth in Section 5.12 1.01 of the Credit Agreement, the Status Change Target Acquisition shall be deemed an “Acquisition”. It is not permitted absent also agreed that in connection with the consent of the Banks and, as suchTarget Acquisition, the Subject Borrower has requested that the Agents and the Banks consent Parties shall enter into an amendment to the Status Change. Subject Credit Agreement in form and substance reasonably satisfactory to the terms and conditions of this §3 Lenders pursuant to which the Agents and the Banks do hereby consent to the Status Change; provided that: Target will be designated an Excluded Subsidiary (a) the Subject Borrower has provided to the Agent evidence that the Status Change has been approved by the Subject Borrower's Board of Trustees; and (b) the Subject Borrower shall cause the Investment Adviser to promptly take all necessary actions to reflect the Status Change as defined in the applicable Prospectus, any registration statement and all marketing materials and to take all such actions as are required such that the Subject Borrower remains in compliance with all applicable laws (including, without limitation, the Investment Company Act). The failure of the Subject Borrower to comply with the provisions of this §3(b) by not later than June 1, 2009 shall constitute an immediate Event of Default under the Credit Agreement. The above consent shall not be construed, however, as a waiver of any other provisions of the Credit Agreement or the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived hereby, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall remain in full force and effect. Nothing contained herein shall in any way prejudice, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement and the other Loan Documents).

Limited Consent. Columbia Funds Series Trust ILender hereby consents to the Conversion Transaction, on behalf of Columbia International Bond Fund contingent upon (i) the “Subject Borrower”), has informed the Banks and the Agent that Columbia International Bond Fund wishes to change its diversified status from diversified to non-diversified (such a change being hereinafter referred to as the “Status Change”). Pursuant to Section 5.12 closing of the Credit AgreementIPO, (ii) receipt of immediately available funds by Lender of all amounts due arising from the Status Change is not permitted absent Repayment Transaction and (iii) the consent execution and delivery by Borrower of the Banks andRepayment and Conversion Documents. Borrower and Holdings acknowledge and agree that (i) each of the Loan Documents (as defined in the Loan Agreement) remain in full force and effect in accordance with the original terms, except as suchexpressly consented to in this letter, the Subject Borrower has requested that the Agents and the Banks consent to the Status Change. Subject to the terms and conditions of this §3 the Agents and the Banks do hereby consent to the Status Change; provided that: (aii) the Subject liens granted by Borrower has provided to Lender under the Agent evidence that the Status Change has been approved Loan Documents shall remain in place, unimpaired by the Subject Borrower's Board of Trustees; transactions contemplated by this letter, and (b) the Subject Borrower shall cause the Investment Adviser to promptly take all necessary actions to reflect the Status Change in the applicable Prospectus, any registration statement and all marketing materials and to take all such actions as are required such that the Subject Borrower remains in compliance Lxxxxx’s priority with all applicable laws (including, without limitation, the Investment Company Act). The failure of the Subject Borrower to comply with the provisions of this §3(b) by not later than June 1, 2009 shall constitute an immediate Event of Default under the Credit Agreement. The above consent respect thereto shall not be construedaffected hereby or thereby, however, as a waiver of any other provisions of (iii) the Credit Agreement or the other Loan Documents or to permit any Borrower to take any other action which is prohibited by the terms of the Credit Agreement and the other Loan Documents. Except as expressly stated herein, neither the execution of this Amendment nor the failure of any Agent or any Bank to exercise any right or remedy constitutes a waiver of any Default or Event of Default or of such right or remedy or any other right or remedy under the Credit Agreement. Except as specifically waived hereby, each of the terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified shall continue to secure all Obligations as stated therein until completion of the Repayment Transaction and confirmed the Conversion Transaction pursuant to the terms herein and the terms to be set forth in the Repayment and Conversion Documents, (iv) the Repayment and Conversion Documents shall be treated as Loan Documents and any obligations thereunder “Obligations” as defined under the Loan Agreement, and (v) all notice requirements and covenants of Borrower under the Loan Agreement continue to remain in full force and effect. Nothing contained herein This letter shall be governed by and construed in any way prejudiceaccordance with the laws of the State of New York without giving effect to conflict of law rules. SQN Venture Partners Sincerely, impair or effect any rights or remedies of any Agent or any Bank under the Credit Agreement SQN VENTURE INCOME FUND II, LP By: /s/ Rxxx XxXxxxxx Name: Rxxx XxXxxxxx Title: Managing Partner Accepted and the other Loan Documents.Agreed: TDG ACQUISITION COMPANY, LLC By: /s/ Rxxxxxx Xxxx Name: Rxxxxxx Xxxx Title: CEO SIX15 TECHNOLOGIES HOLDING CORP. By: /s/ Rxxxxxx Xxxx Name: Rxxxxxx Xxxx Title: CEO