Common use of Requirements Clause in Contracts

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 20 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 16 or 2019 hereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder Holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on or of the Notes or (y) Yield-Maintenance Amount on, the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, each Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest or of the Make‑Whole Amount on the Notes or (y) the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 17, 20, 22.9 or 2022.10.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of the provisions of any of Sections 1l, 2, 3, 4, 5, 6 or 21 hereofand 21, or any defined term (as it is used therein), will be effective as to any a Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 14.2, 17 or and 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (ai) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing; and , and (bii) no such amendment or waiver may, without the written consent of each Purchaser and all of the holder holders of each Note Notes at the time outstandingoutstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iiiC) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes or any Subsidiary Guarantee may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount or Modified Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 13, 18, 21 or 2023.9.

Requirements. This Agreement Agreement, the Notes and the Notes Pledge Agreement may be amended, and the observance of any term hereof or of the Notes or the Pledge Agreement may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 5 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 11 relating to acceleration or rescission, change the amount or time of any payment or prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole AmountAmount on the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Section 7 and Sections 8 (except as set forth in the second sentence of Section 8.210(a), 11(a10(b), 11(b), 12, 17 11 or 2016.

Requirements. This Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (ai) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6 6, or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Bonds unless consented to by such Purchaser holder of Bonds in writing; and , and (bii) no such amendment or waiver may, without the written consent of each Purchaser and all of the holder holders of each Note Bonds at the time outstandingoutstanding affected thereby, (iA) subject to Section 12 the provisions of the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (xif such change results in a decrease in the interest rate) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Bonds, (iiB) change the percentage of the principal amount of the Notes Bonds the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iiiC) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a)14, 11(b), 12, 17 or 2018.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder Holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on or of the Notes or (y) Yield-Maintenance Amount on, the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor each Obligor and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.28, 10(a), 11(a), 11(b)11, 12, 17 18, 21 or 2023.9, or (iv) release all or substantially all of the Unconditional Guarantee.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor both Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 13, 14, 19, 22, 25 or 2026.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections the provisions of Articles 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and; (b) no amendment or waiver may, without the written consent of each Purchaser and the holder Holder of each Note at the time outstanding, (i) subject to Section the provisions of Article 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections Article 8 (except as set forth in the second sentence of Section 8.217.1(c)), 11(aSection 11.1(b), 11(b), or Articles 12, 17 or 20; and (c) the provisions of Section 8.5 may be amended or waived to permit offers to purchase made by the Company or an Affiliate pro rata to the Holders of all Notes at the time outstanding upon the same terms and conditions only with the written consent of the Company and the Super-Majority Holders.

Requirements. This Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (ai) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Bonds unless consented to by such Purchaser holder of Bonds in writing; and , and (bii) no such amendment or waiver may, without the written consent of each Purchaser and all of the holder holders of each Note Bonds at the time outstandingoutstanding affected thereby, (iA) subject to Section 12 the provisions of the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (xif such change results in a decrease in the interest rate) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Bonds, (iiB) change the percentage of the principal amount of the Notes Bonds the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iiiC) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 14 or 2018.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount or Modified Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 13, 18, 21 or 2023.9.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the of Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and Agreement, the Notes and any Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the Notes and the Notes other Financing Documents may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of the provisions of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof6,15.2 and 22, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; , and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver hereunder or the principal amount under any of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction Financing Documents, (iii) release any of the conditions to Closing that appear Collateral and/or the Pledged Stock Collateral except as expressly provided for in Section 4the Security Agreements, the Pledge Agreements or lntercreditor Agreement, (iv) change the Collateral Agent or (iiiv) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8,12,13,18, 11(a), 11(b), 12, 17 or 2021 and 23.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Issuer and the Required HoldersHolders and, solely with respect to Section 23, the Parent, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 17, 20 or 2023.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Fund and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20. The Financing Agreements (other than this Agreement and the Notes) may be amended in the manner described in each such Document.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Issuers and the Required Holders, except that: that (a) no amendment or waiver of any of the provisions of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Make‑Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the Security Documents and the Notes may be amended, and the observance of any term hereof or of the Security Documents or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on on, the Notes or (y) the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.29, 12(a), 11(a12(b), 11(b)13, 12, 17 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 17, 20 or 2023.5 (it being understood and agreed that any amendments or waivers with respect to Section 10.2 will only require the consent of the Required Holders).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20. The Subsidiary Guaranty and the Intercreditor Agreement may be amended, and the observance of any term thereof may be waived, in accordance with the terms thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any a Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 1211(g), 17 11(h), 12 or 2017.

Requirements. This Agreement Agreement, the Notes and the Notes Pledge Agreement may be amended, and the observance of any term hereof or of the Notes or the Pledge Agreement may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 5 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 Section 7 (except as set forth in the second sentence of Section 8.27.2) and Sections 10(a), 11(a10(b), 11(b), 12, 17 11 or 2016.

Requirements. This Agreement Agreement, the other Operative Agreements and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 9.6, 11(a), 11(b), 12, 17 or 20; or (iv) alter the first priority lien status granted by the Security Documents.

Requirements. This Agreement Agreement, the Collateral Documents and the Notes may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.28, ll(a), 11(a), 11(bll(b), 12, 17 or 20.. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream/Energy Fund, Inc. Note Purchase Agreement

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Constituent Companies and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i1) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (xi) interest on the Notes or (yii) the Make-Whole Amount, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 6, 7 or 21 hereof, 22 or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i1) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (xi) interest on the Notes or (yii) the Make-Whole Amount, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 8.29, 12(a), 11(a12(b), 11(b)13, 12, 17 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Majority Holders, except that: (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate of interest or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount or the Swap Reimbursement Amount, (ii) change the percentage of (A) the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or (B) the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to each Closing that appear in Section 44 which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 17, 20, 22.7 or 2022.8.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser Noteholder unless consented to by such Purchaser Noteholder in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 2020 or (iv) give to any Note any preference over any other Note.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections 1the provisions of Article II, 2III, 3IV, 4V, 5, 6 or 21 VIII and Section 13.13 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder Holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to Section 12 the provisions of Article X relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Article III, X or XI Section 8.29.1(a), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, any Series of the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Constituent Companies and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 6, 7 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser holder of a Note unless consented to by such Purchaser holder in writing; and writing and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i1) subject to the provisions of Section 12 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b)9, 12, 17 13(a), 13(b), 14, 19 or 2022 or (4) except as otherwise provided by Section 10.8(b), terminate the Subsidiary Guaranty Agreement or the Contributor Guaranty or, except as otherwise provided by Section 10.8(b), release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor each Credit Party and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the CompanyWhitestone REIT, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the other Operative Agreements and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, . 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20; or (iv) alter the first priority lien status granted by the Security Documents.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 2020 or (iv) release any Guarantor from the Guaranty Agreement (other than in compliance with Section 9.8(b)).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Issuer and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections 1, the provisions of Section 2, 3, 4, 5, 6 7 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder Holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.212(a), 11(a12(b), 11(b)13.1, 1219, 17 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 18 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.27, 9(a), 11(a9(b), 11(b), 12, 17 10 or 2015.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20, or (iv) amend the definition of "Designated Event" or the constituent definitions thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any each Purchaser unless consented to by such each Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note Holder at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole Amount, if any, on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, each Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.principal

Requirements. This Agreement Agreement, the Notes, the Parent Guaranty and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes Debentures may be amended, and the observance of any term hereof or of the Notes Debentures may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 55.14, 6 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note Debenture at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 15 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole AmountDebentures, (ii) change the percentage of the principal amount of the Notes Debentures the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.28, 9, 14(a), 11(a14(b), 11(b)15, 12, 17 20 or 2023.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i1) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (xi) interest on the Notes or (yii) the Make-Whole Amount, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 2012,17or20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 13, 18 or 20.21. 0.0.0.4.63 Solicitation of Holders of Notes

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, 22 or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i1) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 8.29, 12(a), 11(a12(b), 11(b)13, 12, 17 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder Holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on or of the Notes or (y) Yield-Maintenance Amount on, SCHEDULE A-41 the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, as the case may be, except that: that (a) no amendment or waiver of any of Sections 1, 2, 3, the provisions of Section 4, 5, 6 6, 7, 8, 9 or 21 24 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder Holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 15 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.211, 14(a), 11(a14(b), 11(b), 12, 17 15 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; andand The York Water Company Note Purchase Agreement (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i1) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of of (xi) interest on the Notes or (yii) the Make-Whole Amount, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of the provisions of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereofand 21, or any defined term (as it is used therein), will be effective as to any Purchaser Noteholder unless consented to by such Purchaser Noteholder in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or and 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and; (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.28.2(a), 11(a), 11(b), 12, 17 or 20.; and

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor each Obligor and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, any Series of Notes, (ii) change the percentage of the principal amount of the any Series of Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.28, 10(a), 11(a), 11(b)11, 12, 17 18, 21 or 2023.9, or (iv) release all or substantially all of the Unconditional Guarantee.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole Amount, if any, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.28, 12(a), 11(a12(b), 11(b)13, 12, 17 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on on, the Notes or (y) the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Companies and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 4 or 21 22 hereof, or any defined term (as it is used thereinin such Section), will be effective as to any one Purchaser unless consented to in writing by such Purchaser in writing; and Purchaser, and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on on, the Notes or (y) the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend or waive any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 11(d), 12, 17 18 or 2022 or the paragraph entitled "Interest" in the Notes, or (iv) modify Section 15 in a manner adverse to the holders of the Notes.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser holder of a Note unless consented to by such Purchaser holder in writing; and writing and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, outstanding affected thereby, (i1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce decrease the rate or change the time of payment or method of computation of (x) interest on or of the Notes Prepayment Premium, or (y) Breakage Amount on, the Make-Whole AmountNotes, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and ------------ the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor each Obligor and the Required Holders, except that: (a) that no amendment or waiver of any of the provisions of Sections 12.01, 24.01, 3, 4, 5, 6 4.02 or 21 9.07 --------------------------------- hereof, or any defined term (as it is used therein), will be effective as to any Purchaser Holder unless consented to by such Purchaser Holder in writing; and (b) , and no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingall Holders affected thereby, (i) subject to the provisions of Section 12 8.02 relating to ------------ acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on on, the Notes or (y) the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.28.01(a), 11(a----------------- 8.01(b), 11(b)8.02, 12, 17 9.03 or 20.9.06. ---------------------------

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Constituent Companies and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Parent, the Company, the Parent Guarantor LaSalle and the Required Holders, except that: that (a) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6 3 or 21 hereof13, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 10.3 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on or of the Notes or (y) Prepayment Compensation on, the Make-Whole AmountNotes, (ii) change the definition of Required Holders or the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.24, 9(a), 11(a9(b), 11(b), 12, 17 or 2010 and 16.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor both Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 13, 14, 19, 22, 25 or 2026. For purposes of any amendment or waiver or other action taken on or after the First Closing Date but prior to the Second Closing Date pursuant to this Section 19.1, the calculation of the Required Holders shall include the aggregate principal amount of Notes to be sold as of the Second Closing Date and the holders of such Notes shall be entitled to vote such Notes as if such Notes were outstanding on such date.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 ▇▇▇▇▇▇▇ ▇, ▇▇(except as set forth in the second sentence of Section 8.2▇), 11(a▇▇(▇), 11(b)▇▇, 12▇▇ ▇▇ ▇▇. The BGC Partners Guaranty, 17 or 20the CFLP Guaranty and any Subsidiary Guaranty may be amended in accordance with the terms thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, any Series of the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20, or (iv) release any Guarantor from its Guaranty of the Debt under this Agreement and the Notes (other than in compliance with Section 9.8(b)).

Requirements. This Agreement, the Pledge Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of (x) interest on on, or of the Notes or (y) Premium on, the Make-Whole AmountNotes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 20. A Subsidiary Guaranty may be amended in accordance with the terms thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 6, 7, 23 or 21 24 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.210, 13(a), 11(a13(b), 11(b)14, 1219, 17 22 or 2024.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any a Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 17, 20 or 2022.2.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of the provisions of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereofand 21, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or and 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole Amount, Modified Make-Whole Amount, LIBOR Breakage Amount or Swap Breakage Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 13, 18, 21, 23 or 2024.9.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of SECTION 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to Section the provisions of SECTION 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2SECTION 8, 11(A), 11(a), 11(b11(B), 12, 17 or 20. The Subsidiary Guaranty and the Intercreditor Agreement may be amended in accordance with the terms thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 or 17, 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Obligors and the Required Holders, except that: that (a) no amendment or waiver of any of Sections the provisions of Section 1, 2, 3, 4, 5, 6 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2)8, 11(a), 11(b), 12, 17 13, 14, 19 or 2022.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; andand ▇▇▇▇▇▇ Engineering Group Inc. Note Purchase Agreement (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole AmountAmount on any Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Parent, the Company, the Parent Guarantor Care GP and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Constituent Companies and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and; (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i1) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (xi) interest on the Notes or (yii) the Make-Whole Amount, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 13, 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (ai) no amendment or waiver of any of Sections the provisions of PARAGRAPHS 1, 2, 3, 4, 5, 6 or 21 20 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser Holder unless consented to by such Purchaser Holder in writing; and writing and (bii) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingHolder affected thereby, (iA) subject to Section 12 the provisions of PARAGRAPH 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iiiC) amend any of Sections 8 PARAGRAPHS 7, 10(I) AND (except as set forth in the second sentence of Section 8.2II), 11(a)11, 11(b), 12, 17 16 or 2019.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to the Purchaser or any Purchaser holder unless consented to by such the Purchaser or any holder in writing; and (b) no amendment or waiver may, without the written consent of each the Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.. Gas Natural Inc. Note Purchase Agreement

Requirements. This Agreement and the Notes Note may be amended, and the observance of any term hereof or of the Notes Note may be waived (either retroactively or prospectively), with (and only with with) the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: that (a) no amendment or waiver of any of Sections 1the provisions of Article I, 2II, 3III, 4IV, 5V, 6 VI or 21 XXI hereof, or any defined term (as it is used therein), will be effective as to any the Purchaser unless consented to by such the Purchaser in writing; and , and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstandingoutstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) of the Make-Whole AmountAmount on, the Note, (ii) change the percentage of the principal amount of the Notes Note the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Articles VIII, XII, XVII or XX, or Sections 8 (except as set forth in the second sentence of Section 8.2)9.6, 11(a), or 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i1) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (xi) interest on the Notes or (yii) the Make-Whole Amount, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company, the Parent Guarantor Company and the Required Holders, except that: (a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and (b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), the prepayment provisions in the provisos contained in the penultimate sentence of Section 10.8(b), the last sentence of Section 10.8(b) or Sections 11(a), 11(b), 12, 17 or 20.