Amendment; Waiver; Consent. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by each of the parties hereto. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

Guarantor waives: # promptness, diligence and notice of acceptance of this Guaranty and notice of the incurring of any obligation, indebtedness or liability to which this Guaranty applies or may apply and, except as expressly required by this Guaranty or any other Warehouse Document, waives presentment for payment, notice of nonpayment, protest, demand, notice of protest, notice of intent to accelerate, notice of acceleration, notice of dishonor, diligence in enforcement and indulgences of every kind; and # the taking of any other action by ​, including, without limitation, giving any notice of default or any other notice to, or making any demand on, ​, any other guarantor of all or any part of the Guaranteed Obligations or any other Person.

Consent and Waiver. The Administrative Agent and the ​ # consent to the Houston Acquisition, # agree that, the Houston Acquisition will not constitute a Default or Event of Default under [Article VII(d)] of the Credit Agreement as a result of Borrowers failing to comply with [Section 6.04(h)(vi)] of the Credit Agreement, and # waive any Default or Event of Default described in the preceding subsection # that would otherwise occur as a result of the Houston Acquisition.

Consent. If the value of the Pre-Retirement Survivor Annuity derived from Employer and Employee contributions does not exceed ​, the Administrator shall direct the distribution of such amount to the Participant's Spouse in a single lump -sum as soon as practicable. No distribution may be made under the preceding sentence after the Annuity Starting Date unless the Sp ouse consents in writing (or in such other form as permitted by the IRS). If the value exceeds ​, an immediate distribution of the ent ire amount may be made to the surviving Spouse, provided such surviving Spouse consents in writing (or in such other form as permitted by the IRS) to such distribution. Any consent required under this paragraph must be obtained not more than one -hundred eighty (180) days (ninety (90) days for Plan Years beginning before ​) before commencement of the distrib ution and shall be made in a manner consistent with [Section 6.5(a)(2)].

Consent. By its signature on the participation agreement, the Terminated Employer specificall y consents to the provisions of this

Consent. In reliance upon the representations and warranties of the Borrowers set forth in this Seventh Amendment, notwithstanding anything to the contrary in the Credit Agreement, Lender hereby consents to the Canadian Borrowers making a draw on or around the date hereof under the Canadian Revolving Credit Facility (under the amended definition as provided herein) which proceeds shall be used to pay down a portion of the outstanding US Obligations under the US Revolving Credit Facility (the "Credit Facility Pay Down Consent"). This consent only pertains to the Credit Facility Pay Down Consent and shall not be deemed to constitute a waiver or consent to any other matter except as specifically set forth herein.

Consent. Under the terms of the Mangrove Subordinated Note, the first payment of principal in an amount equal to ​ is due and payable on ​, and the second payment of the remaining principal balance, together with all accrued and unpaid interest, is due on ​ (such second payment, the “Second Payment”). The Second Payment would not be permitted to be made prior to ​ under [Section 6.4] (Disposal of Assets) of the Credit Agreement, [Section 6.6] (Prepayments and Amendments) of the Credit Agreement, or under the Mangrove Subordination Agreement because such payment constitutes a prepayment of the Indebtedness owing under the Mangrove Subordinated Note, and because such payment does not constitute a “Permitted Disposition” under [clause (r)] of the definition thereof. In light of the foregoing, Borrower has requested that Agent and the Lenders consent to the making of the Second Payment in connection with the Mangrove Note Payoff, notwithstanding the limitations described above.

Consent. Pursuant to [Section 2.09] of the Credit Agreement and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Administrative Agent and the Lenders signatory hereto hereby consent to the Termination Date Extension and agree that the definition of “Termination Date” in [Section 1.01] of the Credit Agreement is hereby amended to delete the reference to “​” and insert a reference to “​” in lieu thereof. The Borrowers hereby agree that this Agreement constitutes the first of two initially permitted requests for a Termination Date extension under [Section 2.09] of the Credit Agreement.

Consent. Notwithstanding any provision to the contrary in [[Sections 7.4 or 7.6]6]]6] of the Loan Agreement, Bank hereby consents to Borrower’s consummation of the SkyCross Asset Purchase.

Waiver. The terms or conditions of this Letter Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of any party hereto at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by any party hereto of any condition or term shall be deemed as a continuing waiver of such condition or term or of another condition or term.

Waiver. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion.

Waiver. You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach of this Agreement.

Waiver. Any duties and liabilities set forth in this Agreement shall replace those existing at law or in equity and each of the Company and the Member and any other Person bound by this Agreement hereby, to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, waives the right to make any claim, bring any action or seek any recovery based on any duties or liabilities existing at law or in equity other than any such duties and liabilities set forth in this Agreement. Notwithstanding the foregoing, the Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

Waiver. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by Executive and the President and Chief Executive Officer of Penns Woods and JSSB. No waiver by any party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

Waiver. No breach of any agreement or provision herein contained, or of any obligation under this Agreement, may be waived, nor shall any extension of time for performance of any obligations or acts be deemed an extension of time for performance of any other obligations or acts contained herein, except by written instrument signed by the party to be charged or as otherwise expressly authorized herein. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or a waiver or relinquishment of any other agreement or provision or right or power herein contained.

Waiver. Any waiver by ​ or ​ of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of ​ or ​ to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture on any other occasion. Any waiver by ​ or ​ must be in writing.

Waiver. No waiver by the Company of any breach of any obligation of an Officer arising under or in connection with the Plan or of any condition or requirement which may be imposed on an Officer under or in connection with the Plan constitutes a waiver of similar or dissimilar obligations, conditions or requirements at the same time or at any prior or subsequent time with respect to the Officer or any other Officer.

Declaration of Consent. Participant understands that Participant needs to review the following information about the processing of Participant’s personal data by or on behalf of the Company, the Employer and/or any Parent, Subsidiary or Affiliate as described in this Agreement and any other Plan materials (the “Personal Data”) and declare Participant’s consent. As regards the processing of Participant’s Personal Data in connection with the Plan and this Agreement, Participant understands that the Company is the controller of Participant’s Personal Data.

Data Privacy Consent. By electing to participate in the Plan via the Company’s online acceptance procedure, Participant is declaring that Participant agrees with the data processing practices described herein and consent to the collection, processing and use of Personal Data (as defined below) by the Company and the transfer of Personal Data to the recipients mentioned herein, including recipients located in countries which do not adduce an adequate level of protection from a European (or other) data protection law perspective, for the purposes described herein.