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), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l, 2, 3, 4, 5, 6 and 21, or any defined term (as it is used therein), will be effective as to a Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding 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 interest or of the MakeYield-Whole Maintenance Amount 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 (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 20 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount on, 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 2016 or 19 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding 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 interest or of the MakeYield-Whole Maintenance Amount 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and or 20.

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) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 216, or 19 hereof, or any defined term (as it is used therein)term, will be effective as to a Purchaser any holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the NotesBonds, (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 (iiiC) amend any of Sections 8, 11(a)14, 11(b), 12, 14.2, 17 and 20or 18.

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 (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 5 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (i) subject to the provisions of 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 of (y) the Make-Whole Amount on, 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 (iii) amend any of Section 7 and Sections 8, 11(a10(a), 11(b10(b), 12, 14.2, 17 and 2011 or 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount or Floating Rate Prepayment Amount and the LIBOR 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 20or 21.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 22, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections Section 8, 11(a10(a), 11(b)11, 12, 14.218, 17 and 2021 or 23.9, 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), only with (and only with) the written consent of the Company Issuer and the Required HoldersHolders and, solely with respect to Section 23, the Parent, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the NotesAmount, (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, waiver or (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 14.217, 17 and 2020 or 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), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 14.2, 17 and or 20.

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) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 19 hereof, or any defined term (as it is used therein)term, will be effective as to a Purchaser any holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the NotesBonds, (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 (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 2014 or 18.

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 (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections lArticles 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 Holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 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 of (y) the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 8, 11(aArticle 8 (except as set forth in Section 17.1(c)), 11(bSection 11.1(b), or Articles 12, 14.2, 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 20conditions only with the written consent of the Company and the Super-Majority 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) the written consent of the Company both Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 23 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount onAmount, 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.213, 17 and 2014, 19, 22, 25 or 26.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l, Section 1. 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and or 20.

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 (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 5 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (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 interest or of the Make-Whole Amount on, 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 (iii) amend any of Section 7 (except as set forth in the second sentence of Section 7.2) and Sections 8, 11(a10(a), 11(b10(b), 12, 14.2, 17 and 2011 or 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(all(a), 11(bll(b), 12, 14.217 or 20. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream/Energy Fund, 17 and 20.Inc. Note Purchase Agreement

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) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 216, or 19 hereof, or any defined term (as it is used therein)term, will be effective as to a Purchaser any holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the NotesBonds, (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 (iiiC) amend any of Sections 8, 11(a)14, 11(b), 12, 14.2, 17 and 20or 18.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 9.6, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l, Section 2, 3, 4, 5, 6 and 217 or 23 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount on, 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 (iii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213.1, 14.219, 17 and 20or 21.

Requirements. This Agreement Agreement, the Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or thereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSECTIONS 2.01, 24.01, 3, 4, 5, 6 and 214.02 OR 9.07 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser any Holder unless consented to by such Purchaser Holder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding all Holders affected thereby, (i) subject to the provisions of Section 12 SECTION 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 interest or of the Make-Whole Amount 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 (iii) amend any of Sections 8, 11(aSECTIONS 8.01(a), 11(b8.01(b), 128.02, 14.29.03 OR 9.06. Any amendment, 17 and 20modification, termination, waiver or consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Holder: (i) release of any Guarantor of the Obligations or all or a substantial portion of the Collateral (except as provided in SECTION 3.08), (ii) waiver of any Event of Default described in SECTION 8.01.

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) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21, or 21 hereof or any defined term (as it is used therein), ) will be effective as to a Purchaser any holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding 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 interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount 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 (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 14.217 or 20. The Subsidiary Guaranty and the Intercreditor Agreement may be amended, 17 and 20the observance of any term thereof may be waived, in accordance with the terms thereof.

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) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 19 hereof, or any defined term (as it is used therein)term, will be effective as to a Purchaser any holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder Purchasers and all of each Note the holders of Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the NotesBonds, (iiB) change the percentage of the principal amount of the Notes Bonds the Purchasers or holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 2014 or 18.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lArticle II, 2III, 3IV, 4V, 5, 6 VIII and 21Section 13.13 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 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 interest or of the Make-Whole Amount on, 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, waiver or (iii) amend any of Sections 8Article III, 11(aX or XI Section 9.1(a), 11(b), 12, 14.2, 17 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company Issuer and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 20or 20 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) the written consent of the Company Company, the Parent and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.213, 17 and 2018 or 21.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest on the Notes or of the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21, or 21 hereof or any defined term (as it is used therein)term, will be effective as to a Purchaser any holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding 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 interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount 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 (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein)term, will be effective as to a Purchaser any holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding 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 interest (if such change results in a decrease in the interest rate) or of the Make-Whole LIBOR Breakage Amount onand Prepayment Premium, if any, 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 (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Majority Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and or 21, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, or the NotesSwap 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 4 which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.217, 17 and 20, 22.7 or 22.8.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein)term, will be effective as to a Purchaser any holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding 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 interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount onAmount, if any, 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 (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 216, or 22 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 89, 11(a12(a), 11(b12(b), 1213, 14.2, 17 and 2018 or 21.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.217, 17 20 or 23.5 (it being understood and 20agreed 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), only with (and only with) the written consent of Whitestone REIT, the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 14.2, 17 and or 20.

Requirements. This Agreement and the Notes Securities may be amended, and the observance of any term hereof or of the Notes Securities may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Transaction Entities and Holders of 50% of the Required Holdersaggregate principal amount of the Notes then-outstanding, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21Section 4 or 7 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (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 interest or of the Make-Whole Amount on, 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 (iii) amend any of Sections 814, 11(a)15, 11(b), 12, 14.2, 17 and 2020 or 22.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Floating Rate Prepayment Amount and the LIBOR 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company Companies and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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, waiver or (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to any holder of a Purchaser Note unless consented to by such Purchaser holder in writing, writing and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time 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 the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount 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, waiver or (iii3) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Company and the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l, 2, 3, 4, 5, Section 1 through 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount Citation Payment 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 (iii) amend any of Sections 89, 11(a12(a), 11(b12(b), 12, 14.213, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 18 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 the rate or change the time of payment or method of computation of interest or of the 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 (iii) amend any of Sections 87, 11(a9(a), 11(b9(b), 1210, 14.2, 17 and 2015 or 17.

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) the written consent of the Company Issuers and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a each Purchaser unless consented to by such each Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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 (and only with) the written consent of the Company Parent, the Company, Care GP and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 22, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.213, 17 and 20.18 or 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21, or 22 or any defined term (as it is used therein), will be effective as to a 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 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 interest or of the Make-Whole Amount 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 (iii3) amend any of Sections 89, 11(a12(a), 11(b12(b), 1213, 14.2, 17 and 2018 or 21.

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 (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, ; and The York Water Company Note Purchase Agreement (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding 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 interest or of the MakeYield-Whole Maintenance Amount 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and or 20.. ANNEX A-42

Requirements. This Agreement and the Notes Series 2025A Bonds may be amended, and the observance of any term hereof or of the Notes Series 2025A Bonds may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 Series 2025A Bond at the time outstanding affected therebyoutstanding, (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 the rate or change the time of payment or method of computation of (i) interest on the Series 2025A Bonds or of (ii) the Make-Whole Amount on, the NotesAmount, (ii2) change the percentage of the principal amount of the Notes Series 2025A Bonds the holders of which are required to consent to any such amendment or waiver, or (iii3) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2 and Section 17.1(c)), 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and or 20.

Requirements. This Agreement and the Notes Series 2023A Bonds may be amended, and the observance of any term hereof or of the Notes Series 2023A Bonds may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 Series 2023A Bond at the time outstanding affected therebyoutstanding, (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 the rate or change the time of payment or method of computation of (i) interest on the Series 2023A Bonds or of (ii) the Make-Whole Amount on, the NotesAmount, (ii2) change the percentage of the principal amount of the Notes Series 2023A Bonds the holders of which are required to consent to any such amendment or waiver, or (iii3) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2 and Section 17.1(c)), 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding 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 interest or of the MakeYield-Whole Maintenance Amount 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 (iii) amend any of Sections Section 8, 11(all(a), 11(bll(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a1l (a), 11(b1l (b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected therebyoutstanding, (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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.217, 17 and 2020 or 22.2.

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) the written consent of the Company Company, the Parent Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 18 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 87, 11(a9(a), 11(b9(b), 12, 14.2, 17 and 2010 or 15.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.217 or 20, 17 and 20or (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) the written consent of the Company Issuers and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to a Purchaser any holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Floating Rate Prepayment Amount and the LIBOR Breakage Amount, 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 (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l, 2, 3, 4, 5, Section 6 and 21hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding 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 interest (if such change in the method of computation of interest results in a decrease in the interest rate) or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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 (and only with) the written consent of the Company Company, the Parent Guarantor and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2 and Section 17.1(c)), 11(a), 11(b), 12, 14.2, 17 and 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 (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, ; and ▇▇▇▇▇▇ Engineering Group Inc. Note Purchase Agreement (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the on any 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 (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 14.2, 17 and 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 (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Issuer, the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 22 hereof, or any defined term (as it is used thereinin such sections), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 2018 or 21.

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) the written consent of the Company Company, the Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l, 2, 3, 4, 5, 6 and 2122, or any defined term (as it is used therein), will be effective as to a Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount or Modified Make-Whole Amount, as applicable, 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.213, 17 15.2, 16.2, 18 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a each Purchaser unless consented to by such each Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note Holder at the time outstanding 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 interest or of the Make-Whole Amount 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, waiver or (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding 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 interest or of the MakeYield-Whole Maintenance Amount on, SCHEDULE A-41 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 (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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 (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing; and Lafayette Square USA, and Inc. Note Purchase Agreement (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 14.2, 17 and 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 (and only with) the written consent of the Parent Guarantor, the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 22 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the Notesor Swap Reimbursement 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 (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 14.213, 17 and 2018, 21 or 23.8.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding 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 interest or of the MakeYield-Whole Maintenance Amount 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and or 20.. Annex A-27

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) the written consent of the Company Company, the Parent Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 22, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any Section 8 (except as set forth in the second sentence of Sections 8Section 8.2), 11(a), 11(b), 12, 14.213, 17 and 2018, 21 or 24.8.

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) the written consent of American Water Works, the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 214 or 21 hereof, or any defined term (as it is used therein), will be effective as to any holder of a Purchaser Note unless consented to by such Purchaser holder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount on, 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 20or 20 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Premium 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 22 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount onAmount, 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 (iii) amend any of Sections Section 8, 11(a12(a), 11(b12(b), 1213, 14.2, 17 and 2018 or 21.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 55.14, 6 and 21or 23 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note Debenture at the time outstanding 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 interest or of on the Make-Whole Amount on, the NotesDebentures, (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 (iii) amend any of Sections 8, 11(a9, 14(a), 11(b14(b), 1215, 14.2, 17 and 2020 or 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), with (and only with) the written consent of the Company and the Required Holders, as the case may be, except that (a) no amendment or waiver of any of the provisions of any of Sections l, 2, 3, Section 4, 5, 6 and 216, 7, 8, 9 or 24 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount 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 (iii) amend any of Sections 811, 11(a14(a), 11(b14(b), 12, 14.2, 17 and 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), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 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) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 22, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or 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 (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 14.213, 17 and 2018, 21, 23 or 24.9.

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), only with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of STEPAN COMPANY NOTE PURCHASE AGREEMENT principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 22 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 2018 or 21.

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) the written consent of the Company and the Required Holdersholder or holders of at least 50% in principal amount of the Notes at the time outstanding, except that (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 5 or 6 and 21hereof, or any defined term (as it is used therein), will be effective as to a Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, 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 (iii) amend any of Sections 8, 11(a9(a), 11(b9(b), 1210, 14.2, 17 and 2014 or 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 216, or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to a Purchaser any holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole LIBOR Breakage Amount or Prepayment Premium, if any 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and or 20.

Requirements. This Agreement and the Notes Series 2020A Bonds may be amended, and the observance of any term hereof or of the Notes Series 2020A Bonds may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a 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 Series 2020A Bond at the time outstanding affected therebyoutstanding, (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 the rate or change the time of payment or method of computation of (i) interest on the Series 2020A Bonds or of (ii) the Make-Whole Amount on, the NotesAmount, (ii2) change the percentage of the principal amount of the Notes Series 2020A Bonds the holders of which are required to consent to any such amendment or waiver, or (iii3) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2 and Section 17.1(c)), 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding 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 interest or of the MakeYield-Whole Maintenance Amount 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 (iii) amend any of Sections 8▇▇▇▇▇▇▇ ▇, 11(a▇▇(▇), 11(b▇▇(▇), 12▇▇, 14.2, 17 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the - provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a each Purchaser unless consented to by such each Purchaser in writing, and (b) no such amendment or waiver may, without the - written consent of the holder of each Note at the time outstanding 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 interest or of the MakeYield-Whole Maintenance 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 (iii) amend any of --- Sections 8, 11(a), 11(b), 12, 14.2, 17 and or 20.

Requirements. This Agreement and the Notes Any Note Document may be amended, and the observance of any term hereof or of the Notes any Note Document may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Collateral Agent and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, or 6 and 21hereof, or any defined term (as it is used therein), will be effective as to a the Purchaser unless consented to by such the Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change reduce the amount or postpone the time of any prepayment or payment of principal of, or reduce the rate or change postpone the time of payment or change the method of computation of interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.217 or 20, 17 and 20(iv) release all or substantially all of the Collateral, or (v) release all or substantially all of the Guarantors from their Note Guarantees.

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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 9.6, 11(a), 11(b), 12, 14.2, 17 and 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) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 20.principal

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) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections lSection 1, 2, 3, 4, 5, 6 and 21or 23, or any defined term (as it is used therein), will be effective as to a any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount 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 (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 14.213, 17 and 2019, 22 or 24.9.

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) the written consent of the Company Issuers and the Required Holders, except that (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a Purchaser any holder unless consented to by such Purchaser holder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding 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 interest or of the Make-Whole Amount 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 (iii) amend any of Sections 8, 11(a), 11(b), 12, 14.2, 17 and 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 (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of any of Sections l1, 2, 3, 4, 5, 6 and 21or 21 hereof, or any defined term (as it is used therein), will be effective as to a the Purchaser or any holder unless consented to by such the Purchaser or any holder in writing, and ; and (b) no such amendment or waiver may, without the written consent of the Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (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 of (y) the Make-Whole Amount on, the NotesAmount, (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 (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 14.2, 17 and or 20.. Gas Natural Inc. Note Purchase Agreement