Common use of Requirements Clause in Contracts

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement Agreement, the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or hereof, of the Notes or of any other Financing Agreement may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 or Modified Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 18, 21, 23 or 2024.9.

Requirements. (a) This Agreement (including any Supplement) 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 (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such SectionSection or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (D) give to any Note any preference over any other Note.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any Purchaser or holder of Notes a Note unless consented to by such holder of Notes or Purchaser in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser or the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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, (B2) 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 (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 17, 20 or 2023.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 or Floating Rate Prepayment Amount and the LIBOR Breakage Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement Agreement, the Notes, the Subsidiary Guaranty and the Notes Parent 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 Issuer (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty, and the MLP, in the case of the Parent Guaranty) and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 or the LIBOR Breakage Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Issuer and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (Ai) 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213, 17 18 or 2021, or (iv) reduce or alter the scope of the Guaranty by the Company of the obligations of the Issuer in respect of this Agreement and the Notes.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement without the written consent of all of the holders of Notes at the time outstanding each Appropriate Party affected thereby, thereby (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section)term, will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) 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 (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 19 hereof, or any defined term (as it is used in any such Section)term, will be effective as to any holder of Notes Bonds unless consented to by such holder of Notes Bonds in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes Bonds at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a)14, 11(b), 12, 17 or 2018.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of each of the Company Constituent Companies (or only the Issuer in the case of the Notes), and the Required Holders, except that that: (ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ; and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (A1) 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 Notes or (if such change results in a decrease in the interest rateii) or of the Make-Whole Amount on, the NotesAmount, (B2) 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 (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 13, 18 or 2021.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (or, if prior to the Closing, each Purchaser), (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement Agreement, any Supplement and the Notes may be amended, and the observance of any term hereof hereof, of any Supplement 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 (i1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 hereofor the corresponding provision of any Supplement, or any defined term (as it is used in any such SectionSection or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, writing and (ii2) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (Ai) 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 applicable Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) 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 (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 19 hereof, or any defined term (as it is used in any such Section)term, will be effective as to any holder of Notes Bonds unless consented to by such holder of Notes Bonds in writing, and (ii) no such amendment or waiver may, without the written consent of all of the Purchasers and all of the holders of Notes Bonds at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 14 or 2018.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used in any such Section), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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, the Excess Leverage Fee, if such change results in a decrease in the interest rate) any, or of the Make-Whole Amount onAmount, if any, on the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (B2) 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 the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20. (b) The Collateral Documents may be amended in the manner prescribed in the Intercreditor Agreement, and the Subsidiary Guaranties and the Intercreditor Agreement may be amended in the manner prescribed in each such document, and all amendments to the Collateral Documents, the Subsidiary Guaranties and the Intercreditor Agreement obtained in conformity with such requirements shall bind all holders of the Notes.

Requirements. (a) This Agreement and the Notes and any other Finance Document may be amended, and the observance of any term hereof or of the Notes or of any other Finance Document may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, on the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, hereof or any defined term (as it is used in any such Section), therein) will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) 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 (i) no amendment or waiver of any of the provisions of Section 1SECTIONS 2.01, 24.01, 3, 4, 5, 6 or 21 4.02 OR 9.07 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Holder unless consented to by such holder of Notes Holder in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding Holders affected thereby, (A) 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) 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 (C) amend any of Sections 8, 11(aSECTIONS 8.01(a), 11(b8.01(b), 128.02, 17 9.03 OR 9.06. Any amendment, modification, termination, waiver or 20consent 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. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 23 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Existing Noteholder unless consented to by such holder of Notes Existing Noteholder in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount on, the NotesAmount, (Bii) 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 (Ciii) amend any of Sections 88 (except as set forth in the first sentence of Section 8.5), 11(a), 11(b), 12, 17 13, 14, 19, 22 or 2025.

Requirements. (a) This Agreement Agreement, the Notes and the Notes other Financing Agreements 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 applicable Make-Whole Amount or Protective Claim Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 18, 21 or 2023.10, or (iv) amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee or any Lien granted to the holders of Notes pursuant to Section 9.13 or otherwise.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (ii2) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 Amount, if any, on, the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (Bii) 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 the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section)term, will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersMajority Holders and, prior to the earlier of the Second Closing Date and the date the Purchasers have no further obligation to purchase Notes hereunder, a majority (by principal amount of their intended purchase hereunder) of the Purchasers in respect of any Notes which have not been issued at such time except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (Ai) 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 interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof including subsection (i) of Section 1 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 Holdersholders of Notes holding more than 50% in aggregate principal amount of the Notes at the time outstanding, except that unless otherwise provided herein (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, or 6 hereof or 21 hereofthe corresponding provision of any Supplement, or any defined term (as it is used in any such SectionSection or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (Ai) 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, on the Notes, (Bii) 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 (Ciii) amend any of Sections 87, 11(a)10, 11(b)11.1, 12, 17 14 or 2016.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holdersholder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding, except that (ia) for so long as the Purchaser is a holder of a Note, no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 Sections 15.1(a) and 17 hereof, or any defined term (as it is used in any such Section)therein, will be effective as to any holder of Notes the Purchaser unless consented to by such holder of Notes the Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 11 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 Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a10(a), 11(b)10(b) or 11. Notwithstanding the foregoing, 12this Agreement may be amended by the Company, 17 or 20without the consent of any holder of any Note, to add any Subsidiary of the Company as a Subsidiary Guarantor under Section 18.11.

Requirements. (a) This Agreement Agreement, the Notes and the Notes other Financing Agreements 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 (ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, 13, 22 or 21 24 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 Yield Maintenance Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 13, 18, 21 or 2024 hereof.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Issuer and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (Ai) 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 (if such change results in a decrease in the interest rate) or of the Make-Whole LIBOR Breakage Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213, 17 18 or 2021, or (iv) reduce or alter the scope of the guarantee by the Company of the obligations of the Issuer in respect of this Agreement and the Notes.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 or Modified Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 13, 18 or 2021.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that that: (ia) no amendment or waiver of any of the provisions of Section Article 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ; or (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (Ai) 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 interest (if such change results in a decrease in on the interest rate) Notes or of the Make-Whole Amount on, in respect of the Notes, (Bii) 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 (Ciii) amend any of Sections Article 8, 11(a), 11(b)11, 12, 17 or 2020 or (iv) release all or substantially all of the Collateral from the Lien of the Security Documents. Notwithstanding anything to the contrary contained herein, the Company may enter into any Supplement for the issuance of one or more Series of Additional Senior Notes consistent with Section 1.2 hereof without obtaining the consent of any holder of any other Series of Notes.

Requirements. (a) This Agreement Agreement, the Notes, the Trust Guaranty and the Notes Subordination Agreement 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 or the Trust, as the case may be, and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section Sections 1, 22.1, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 14.3, 17 or 20, or (iv) reduce or alter the scope of the Trust Guaranty or amend Sections 3, 8 or 12 thereof or release the Trust from liability under the Trust Guaranty.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, hereof or any defined term (as it is used in any such Section)term, will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used in any such Section), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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, the Excess Leverage Fee, if such change results in a decrease in any, or the interest rate) or of the applicable Make-Whole Amount onAmount, if any, on the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (B2) 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 the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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 computation of interest results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal or purchase price 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 purchase price of, or of the Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 9.6, 11(a), 11(b), 12, 17 or 20, and (c) no amendment or waiver of any of the provisions of Section 2 hereof, or any defined term (as it is used therein), will be effective unless consented to in writing by Prudential.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, Optional Floating Rate Prepayment Amount onor Breakage Cost Obligation, as applicable, in respect of any Series of the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement (including any Supplement) 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 (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such SectionSection or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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-Make- Whole Amount on, the Notes, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, writing and (ii2) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (Ai) 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 applicable Make-Whole Amount on, on the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (ai) This Agreement Agreement, the Subordinated Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1SECTIONS 2.01, 24.01, 3, 4, 5, 6 or 21 4.02 OR 10.07 hereof, or any defined term relating to such sections (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Holder unless consented to by such holder of Notes Holder in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding Holders affected thereby, (A) 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Subordinated Notes, (B) change the percentage of the principal amount of the Subordinated Notes the holders Holders of which are required to consent to any such amendment or waiver, or (C) amend any of Sections 8, 11(aSECTIONS 8.01(A), 11(b8.01(B), 128.02, 17 10.03 OR 10.06. (ii) Any amendment, modification, termination, waiver or 20consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Holder: (A) release of any Guarantor of the Obligations, (B) waiver of any Event of Default described in SECTION 8.01.

Requirements. (a) This Agreement (including any Supplement) 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 (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such SectionSection or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A) 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 Make‑Whole Amount or TTP 2011 Floating Rate Prepayment Amount and the TTP 2011 LIBOR Breakage Amount on, the Notes, (B) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 2020 (or any corresponding provision in a Supplement).

Requirements. (a) 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), only with (and only with) the written consent of the Company and the Required Holders, except that that: (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ; and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Bond at the time outstanding affected therebyoutstanding, (Ai) subject to the provisions of Section 12 relating to acceleration or rescissionrescission and any similar provisions in the Mortgage, 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 Bonds or (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount on, the NotesAmount, (Bii) change the percentage of the principal amount of the Notes Bonds the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Bonds that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) 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 Obligors (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.. 39 Table of Contents

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the Holder of the holders of Notes each Note at the time outstanding affected thereby, ANNEX A-43 (Ai) 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 MakeYield-Whole Maintenance Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by the Obligors and such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the Obligors and the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 or LIBOR Breakage Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 17, 20 or 2022.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ; and (iib) no such amendment or waiver may, without the written consent of all (A) prior to the Second Closing, each holder of the holders of Notes a Series A Note at the time outstanding affected therebyand each Purchaser of Series B Notes and each Purchaser of Series C Notes, (AB) after the Second Closing and before the Third Closing, each holder of a Series A Note and each holder of a Series B Note at the time outstanding and each Purchaser of a Series C Note, and (C) any time on or after the Third Closing, each holder of each Note at the time outstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount on, the NotesAmount, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (Ciii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement Agreement, the Notes and the Notes other Financing Agreements 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 applicable Make-Whole Amount or Protective Claim Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 18, 21 or 2023.10, or (iv) amend any provision of the Subordination Agreement, a Subsidiary Guarantee or any Lien granted to the holders of Notes pursuant to Section 9.12 or otherwise.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 or LIBOR Breakage Amount or Prepayment Premium, if any, on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Issuer and the Required Majority Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof or the corresponding provision of any Note Supplement, or any defined term (as it is used in any such SectionSection or such corresponding provision of any Note Supplement), will be effective as to any holder of Notes Purchaser or Additional Purchaser unless consented to by such holder of Notes Purchaser or Additional Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement (including all Supplements) and the Notes may be amended, and the observance of any term hereof (including all Supplements) 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof(or a corresponding provision of any Supplement), or any defined term (as it is used in any such SectionSection or corresponding provision of any Supplement), will be effective as to any holder of Notes a Note unless consented to by such holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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 applicable Make-Whole Amount on, the Notes, (B2) 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 (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 2020 (or a corresponding provision of any Supplement).

Requirements. (a) This Agreement Agreement, the Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 -35- Vectren Utility Holdings, Inc. Note Purchase Agreement 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 2021.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company CompanyObligors and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 66, 21 or 21 2122 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of the CompanyObligors and all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 1717, 20 or 2020.22.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 14 or 21 22 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 14, 18 or 2021.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Issuer and the Required Holders, except that that: (ia) no amendment or waiver of any of the provisions of Section 1Sections 1.1, 22.1, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, ; (b) Sections 1.2 and 2.2 may be amended with the written consent of Prudential and the Issuer; and (iic) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (Ai) 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 (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount on, the NotesAmount, (Bii) 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 (Ciii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section any of Sections 1, 2, 3, 4, 5, 6 or 21 hereofand 21, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, Notes and (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver and (c) no such amendment or waiver may, or (C) without the written consent of the holder of each Note at the time outstanding affected thereby amend any of Sections 8, 11(a), 11(b), 12, 17 or and 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 5 -30- 36 Healthcare Realty Trust Incorporated Note Purchase Agreement or 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and Agreement, the Notes and any Supplement 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof (or any similar provision in any Supplement), or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 2020 (or any similar provision in any Supplement).

Requirements. (ai) This Agreement Agreement, the Notes and the Notes other Transaction 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 (i) no amendment or waiver of any of the provisions of Section 1Sections 2.01, 24.01, 3, 4, 5, 6 4.02 or 21 ---------------------------- 11.07 hereof, or any defined term relating to such sections (as it is used in any such Section----- therein), will be effective as to any holder of Notes Holder unless consented to by such holder of Notes Holder in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding Holders affected thereby, (A) subject to the provisions of Section 12 8.02 relating ------------ to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (B) 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 (C) amend any of Sections 8, 11(a8.01(a), 11(b8.01(b), 128.02, 17 ------------------------------- 11.03 or 20.11.06. -------------- (ii) Any amendment, modification, 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: (A) release of any Guarantor of the Obligations or all or a substantial portion of the Collateral (except as provided in Section 9.08(b)), --------------- (B) waiver of any Event of Default described in Section ------- 8.01. ----

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders and, in the case of the Agreement or the Notes, the Guarantor, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7, 17.2 or 21 24 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a)9, 11(b), 1212(a), 17 13, 14, 15, 18.2, 20 or 2023.

Requirements. (a) This Agreement and the Subordinated Notes may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders and, if required pursuant to the Subordination Agreement, the holders of Senior Notes, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Subordinated Note at the time outstanding affected thereby, (Ai) 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 Subordinated Notes, (Bii) change the percentage of the principal amount of the Subordinated Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.,

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders of the Notes of each Series, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 5 or 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20. (b) For so long as the Senior Notes or any Permitted Financial Indebtedness issued by a member of the Restricted Group to refinance or replace the Senior Notes or in exchange for the Senior Notes) have an Investment Grade Status (the “Suspense Period”), the following clauses of this Agreement shall not apply: (i) Section 7.6 (Year-End); and (ii) Sections 9.7 (Pensions), 10.8 (Share Capital) and 10.10 (Treasury Transactions).

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Artisan Partners Holdings LP Note Purchase Agreement 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 Make‑Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20. A Subsidiary Guaranty may be amended in accordance with the terms thereof.

Requirements. (a) This Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof (including any Supplement) 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof (or a corresponding provision of any Supplement), or any defined term (as it is used in any such SectionSection or corresponding provision of any Supplement), will be effective as to any holder of Notes a Note unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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 applicable Make-Whole Amount on, the Notes, (B2) 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 (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 2020 (or a corresponding provision of any Supplement).

Requirements. (a) This Agreement and the Series 2003-A Notes may be amended, and the observance of any term hereof or of the Series 2003-A Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Series 2003-A Note at the time outstanding affected thereby, (Ai) 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 on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement Agreement, any Supplement and the Notes may be amended, and the observance of any term hereof hereof, of any Supplement 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 (i1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofor of the corresponding provision of any Supplement, or any defined term (as it is used in any such SectionSection or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, writing and (ii2) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 applicable Make-Whole Amount Amount, if any, on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement (as it pertains to the Series 2001-A Notes) and the Series 2001-A Notes may be amended, and the observance of any term hereof or of the Series 2001-A Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Series 2001-A Note at the time outstanding affected thereby, (Ai) 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 Series 2001-A Notes, (Bii) change the percentage of the principal amount of the Series 2001-A Notes the holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used in any such Section), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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 on the interest rate) Notes or of the applicable Make-Whole Amount onAmount, if any, on the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (B2) 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 the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement, the Notes, the Security Agreement, the Pledge Agreement 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement Agreement, the Notes and the Notes Parent Company 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 Issuer (except amendments which occur pursuant to Section 4.3 of the Parent Company Guaranty and Section 10.11 hereof) as set forth and any holder or holders of not less than 51% in principal amount of Notes at the Required Holderstime outstanding, except that (ia) no amendment or waiver of any of the provisions of Section SECTION 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) subject to the provisions of Section 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, (B2) 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 (C3) amend any of Sections SECTIONS 8, 11(a11(A), 11(b11(B), 12, 17 or 2020 hereof, or (4) releasing the Parent Company from the Parent Company Guaranty or amend any of the terms and provisions of Section 2 thereof.

Requirements. (a) This Agreement Agreement, the Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 CH ENERGY GROUP, INC. NOTE PURCHASE AGREEMENT on, the Notes, (Bii) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement Agreement, the Subsidiary Guaranties and the Notes may be amended, and the observance of any term hereof or of the Subsidiary Guaranties 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7 or 21 23 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 810, 11(a13(a), 11(b13(b), 1214, 17 19 or 2022. The Warrants may be amended, and the observance of any term thereof may be waived (either retroactively or prospectively) as provided in the Warrants.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Alliance Resource GP, LLC Note Purchase Agreement Note at the time outstanding affected thereby, (Ai) 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebythereby (or, if prior to the Closing, each Purchaser), (Ai) 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 Madison Gas and Electric Company Note Purchase Agreement Amount on, the Notes, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 2020 or any defined term (as it is used therein).

Requirements. (a) This Agreement Agreement, the Other Agreements and the Notes Debentures may be amended, and the observance of any term hereof hereof, of the Other Agreements 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6.18, 9, 11.6, 11.7, 16.3, 18 or 21 hereof, 24 or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Charterhouse unless consented to by such holder of Notes Charterhouse in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Debenture at the time outstanding affected thereby, : (AI) subject to the provisions of Section 12 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in on the interest rate) or of the Make-Whole Amount on, the NotesDebentures, (Bii) 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 (Ciii) amend any of Sections 810, 11(a)13, 11(b)14, 12, 17 20 or 2023 hereof.

Requirements. (a) 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 Obligors (and the Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.. Table of Contents

Requirements. (a) This Guarantee Agreement and the Notes Guarantees may be amended, and the observance of any term hereof or of the Notes Guarantees may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Guarantor and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 14 or 21 16 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 of the Note Purchase Agreement 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 11 or 2017.

Requirements. (a) This Agreement (including any Supplement) 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 (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such SectionSection or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal Tortoise North American Energy Corporation Master Note Purchase Agreement 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, (B) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 2020 (or any corresponding provision in a Supplement).

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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, (B) 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 (C) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A) 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 Floating Rate Prepayment Amount and the LIBOR Breakage Amount, on, the Notes, (B) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder Holder of Notes unless consented to by such holder Holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all the Holder of the holders of Notes each Note at the time outstanding affected thereby, (A) 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 Make‑Whole Amount, on, the Notes, (B) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all each holder of the holders of Notes a Note at the time outstanding affected thereby(exclusive of Notes then owned by the Company or any of its Affiliates and any Notes held by parties who are contractually required to abstain from voting with respect to matters affecting the holders of the Notes), (A) 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, or the NotesNet Loss, Net Gain or Swap Breakage Amount, (B) 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 the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4 or (C) amend any of Sections 88 (except as otherwise provided therein), 11(a), 11(b), 12, 17 18, 21 or 2024.9.

Requirements. (a) This Agreement (including any Supplement) 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 (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof or the corresponding provision of any Supplement, or any defined term (as it is used in any such SectionSection or such corresponding provision of any Supplement), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all of the holders of Notes at the time outstanding affected thereby, (A) 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 or premium on, the Notes, (B) 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 (C) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20; provided that, with respect to the determination of a Recognized Euro Market Maker, such determination shall be made by the Required Holders of Series 2010-A Non-Swapped Notes and, if applicable, the Obligors as provided in Section 8.6(a).

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (i) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section), will be effective as to any holder Holder of Notes unless consented to by such holder Holder of Notes in writing, and (ii) no such amendment or waiver may, without the written consent of all the Holder of the holders of Notes each Note at the time outstanding affected thereby, (A) 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 Make‑Whole Amount, on, the Notes, (B) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20.. Tortoise MLP Fund, Inc. Note Purchase Agreement

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (solely as it is used in any such Section), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 18 or 2021 or (iv) release any Guarantee.

Requirements. (a) This Agreement Agreement, any Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 1 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal (in the case of the Series A Notes) or Accreted Value (in the case of the Series B Notes) 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, (Bii) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement Agreement, the Notes and the Notes other Financing Agreements 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 18, 21 or 2023.9, or (iv) amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee, or any Lien granted to the holders of Notes pursuant to Section 9.13 or otherwise.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used in any such Section), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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 on the interest rate) Notes or of the Make-Whole Amount onAmount, if any, on the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (B2) 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 the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Borrower and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any beneficial holder of Notes unless consented to by such beneficial holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders each beneficial holder of Notes at the time outstanding affected thereby, (Ai) 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, or LIBOR Breakage Amount on any Series of the Notes, (Bii) change the percentage of the principal amount of the Notes the beneficial holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 2020 and (c) no amendment or waiver of Section 10.9 which could reasonably be expected to result in a Material Adverse Effect shall be effective without the consent of all holders of Notes.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes a Note unless consented to by such holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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, (B2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or any amendment or waiver to the Intercreditor Agreement or the Collateral Documents, or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, (4) except as otherwise provided in the Collateral Documents or in this Agreement, release any Collateral from the Lien of the Collateral Documents, or (5) narrows the description of “Collateral” or the obligations under this Agreement and the Notes secured by the Collateral Documents or changes the priority of payments to the holders of Senior Secured Obligations under the Collateral Documents and the Intercreditor Agreement.

Requirements. (a) The Company will not cause or permit the Indenture to 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, if any, on the Bonds as set forth in the Indenture and the Bonds, without the written consent of the Holder of each Bond at the time outstanding affected thereby. 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Section)term, will be effective as to any holder Holder of Notes Bonds unless consented to by such holder Holder of Notes Bonds in writing, and (iib) no such amendment or waiver may, without the written consent of all of the holders Holders of Notes Bonds at the time outstanding affected thereby, (Ai) 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 Make‑Whole Amount, if any, on, the NotesBonds, (Bii) change the percentage of the principal amount of the Notes Bonds the holders Holders of which are required to consent to any such amendment or waiver, or (Ciii) amend any of Sections 8, 10.4, 11(a), 11(b), 12, 17 16 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used in any such Section), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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 on the interest rate) Notes or of the Make-Whole Amount onAmount, if any, on the Notes, (B2) 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 the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 4 or 21 5 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, on the Notes, (Bii) 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 (Ciii) amend any of Sections 8Section 7, 11(a10(a), 11(b10(b), 1211, 17 16 or 2019. Notwithstanding anything to the contrary contained herein or in the other Financing Documents, a sale or merger of the Company’s “Metro” or “Network” division(s) (and any related release of the Liens on the Collateral subject to such merger or sale) shall require the consent of the Required Holders only.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that that (ia) no amendment or waiver of any of the provisions of Section Article 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and , (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (Ai) 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 interest (if such change results in a decrease in on the interest rate) Notes or of the Make-Whole Amount on, in respect of the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(aArticle 8 (except as set forth in the second sentence of Section 8.2 ), 11(b)11, 12, 17 (except as set forth in Section 17.1(c)) or 2020 or (iv) release all or substantially all of the Collateral from the Lien of the Security Documents or the Guarantor from its obligations in respect of the Parent Guarantee. (c) Section 8.6 may be amended or waived to permit offers to purchase made by the Obligors or an Affiliate of the Obligors pro rata to the holders of all Notes at the time outstanding upon the same terms and conditions only with the written consent of the Obligors and the Super-Majority Holders.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes a Note unless consented to by such holder of Notes in writing, writing and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (A1) 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 Prepayment Premium or Breakage Amount on, the Notes, (B2) 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 (C3) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, (4) except as otherwise provided herein, release any Subsidiary Guarantor of its obligations under the Subsidiary Guaranty Agreement or (5) except as otherwise provided in the Security Documents, release any Collateral from the Lien of the Security Documents.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent Guarantors CP Limited Partnership Amended and Restated Note Purchase Agreement and the Required Holdersholders of at least 66-2/3% in principal amount of the Notes then outstanding, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 5 or 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Obligors and the Required Holders, except that that: ACTIVE 58093961v3 Colliers International EMEA ▇▇▇▇▇ PLCColliers International Group Inc.Fifth Amendment to 2018 Note Agreement (ia) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and ; (iib) no such amendment or waiver may, without the written consent of all each Purchaser and the holder of the holders of Notes each Note at the time outstanding affected therebyoutstanding, (Ai) 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 (if such change results in a decrease in the interest ratey) or of the Make-Whole Amount onAmount, the NotesNet Loss or Net Gain, (Bii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (Ciii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 13, 18, 21, 23.8 or 2024.

Requirements. (a) 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 Subsidiary Guarantors, in the case of the Subsidiary Guaranty) and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes you unless consented to by such holder of Notes you in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 or any prepayment premium on, the Notes, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of each of the Company Obligors and the Required HoldersHolders with respect to each Series, except and (b) the Notes of any Series may be amended, and the observance of any term thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each of the Obligors and the Required Holders with respect to such Series; provided, however, that (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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, (Bii) 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 (Ciii) amend any of Sections 8, 11(a), 11(b), 12, 17 17, 20 or 2023.

Requirements. (a) This Agreement Agreement, the Notes and the Notes other Financing Agreements 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 (ia) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used in any such Sectiontherein), will be effective as to any holder of Notes Purchaser unless consented to by such holder of Notes Purchaser in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) 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 or Protective Claim Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections Section 8, 11(a), 11(b), 12, 17 13, 18, 21 or 2023.9, or (iv) amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee or any Lien granted to the holders of Notes pursuant to Section 9.13 or otherwise.

Requirements. (a) This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Parent Corporation and the Company and the Required Holders, except that (ia) no amendment or waiver of any of the provisions of Section SECTION 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used in any such Sectiontherein), will be effective as to as to any holder of Notes unless consented to by such holder of Notes in writing, and (iib) no such amendment or waiver may, without the written consent of all the holder of the holders of Notes each Note at the time outstanding affected thereby, (Ai) subject to the provisions of Section 12 SECTION 13 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 (if such change results in a decrease in the interest rate) or of the Make-Whole Amount on, the Notes, (Bii) 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 (Ciii) amend any of Sections SECTIONS 8, 11(a12(A), 11(b12(B), 1213, 17 18 or 2021, or (iv) reduce or alter the scope of the Guaranty contained in SECTION 11.