Common use of Requirements Clause in Contracts

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 20 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, on the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 16 or 2019 hereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1any of Sections l, 2, 3, 4, 5, 6 or 21 hereofand 21, or any defined term (as it is used therein), will be effective as to any a Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 14.2, 17 or and 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the Notes and the Notes Pledge Agreement may be amended, and the observance of any term hereof or of the Notes or the Pledge Agreement may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 5 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 11 relating to acceleration or rescission, change the amount or time of any payment or prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Whole Amount on, on the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a7 and Sections 10(a), 11(b10(b), 12, 17 11 or 2016.

Requirements. This Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the Holder holders of each Note Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the YieldMake-Maintenance Whole Amount on, the NotesBonds, (iiB) 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 (iiiC) amend any of Section Sections 8, 11(a)14, 11(b), 12, 17 or 2018.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Articles 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section Article 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Article 8 (except as set forth in Section 8, 11(a17.1(c)), 11(bSection 11.1(b), or Articles 12, 17 or 20; and (c) the provisions of Section 8.5 may be amended or waived to permit offers to purchase made by the Company or an Affiliate pro rata to the Holders of all Notes at the time outstanding upon the same terms and conditions only with the written consent of the Company and the Super-Majority Holders.

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a10(a), 11(b)11, 12, 17 18, 21 or 2023.9, or (iv) release all or substantially all of the Unconditional Guarantee.

Requirements. This Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the Holder holders of each Note Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the YieldMake-Maintenance Whole Amount on, the NotesBonds, (iiB) 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 (iiiC) amend any of Section Sections 8, 11(a), 11(b), 12, 17 14 or 2018.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount or Floating Rate Prepayment Amount and the LIBOR Breakage Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the Notes and the Notes Subsidiary Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or 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 YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Issuer and the Required HoldersHolders and, solely with respect to Section 23, the Parent, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, waiver or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2), 11(a), 11(b), 12, 17 17, 20 or 2023.

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 2021.

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) 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 therein)term, will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the Holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the YieldMake-Maintenance Whole Amount on, the Notes, (iiB) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Article II, III, IV, V, VIII and Section 1, 2, 3, 4, 5, 6 or 21 13.13 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 Article X relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, on the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, waiver or (iii) amend any of Article III, X or XI Section 8, 11(a9.1(a), 11(b), 12, 17 or 20.

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount or Modified Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 13, 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(all(a), 11(bll(b), 12, 17 or 20.. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream/Energy Fund, Inc. Note Purchase Agreement

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of Whitestone REIT, the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein)term, will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the Holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the YieldMake-Maintenance Amount onWhole Amount, if any, on the Notes, (iiB) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the Holder holders of each Note Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the YieldMake-Maintenance Whole Amount on, the NotesBonds, (iiB) 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 (iiiC) amend any of Section Sections 8, 11(a)14, 11(b), 12, 17 or 2018.

Requirements. This Agreement Agreement, the Security Documents and the Notes may be amended, and the observance of any term hereof or of the Security Documents or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8Sections 9, 11(a12(a), 11(b12(b), 1213, 17 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 17, 20 or 2023.5 (it being understood and agreed that any amendments or waivers with respect to Section 10.2 will only require the consent of the Required Holders).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Issuer and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or thereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of 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 therein), will be effective as to any Purchaser Holder unless consented to by such Purchaser Holder in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding all Holders affected thereby, (i) subject to the provisions of Section 12 SECTION 8.02 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 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. This Agreement Agreement, the other Operative Agreements and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 9.6, 11(a), 11(b), 12, 17 or 20; or (iv) alter the first priority lien status granted by the Security Documents.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the Holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Yield-Maintenance LIBOR Breakage Amount onand Prepayment Premium, if any, on the Notes, (iiB) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes or of the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) 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 therein), ) will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the Holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the YieldMake-Maintenance Whole Amount on, the Notes, (iiB) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, any Series of the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 2020 or (iv) release any Guarantor from the Guaranty Agreement (other than in compliance with Section 9.8(b)).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a), 11(b), 12, 17 or 20. The Subsidiary Guaranty and the Intercreditor Agreement may be amended, and the observance of any term thereof may be waived, in accordance with the terms thereof.

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

Requirements. This Agreement Agreement, the Notes and the Notes Pledge Agreement may be amended, and the observance of any term hereof or of the Notes or the Pledge Agreement may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 5 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, on the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a7 (except as set forth in the second sentence of Section 7.2) and Sections 10(a), 11(b10(b), 12, 17 11 or 2016.

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 7 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, on the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(aSections 12(a), 11(b12(b), 1213.1, 17 19, or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 18 or 2021.

Requirements. This Agreement and the Notes Series 2023A Bonds may be amended, and the observance of any term hereof or of the Notes Series 2023A Bonds may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note Series 2023A Bond at the time outstanding affected therebyoutstanding, (i1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (i) interest on the Series 2023A Bonds or of (ii) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii2) change the percentage of the principal amount of the Notes Series 2023A Bonds the Holders holders of which are required to consent to any such amendment or waiver, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2 and Section 17.1(c)), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, each Co-Obligor and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or 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 YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1any of Sections l, 2, 3, 4, 5, 6 or 21 hereofand 22, or any defined term (as it is used therein), will be effective as to any a Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount or Modified Make-Whole Amount, as applicable, on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 2013, 15.2, 16.2, 18 and 21.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser holder of a Note unless consented to by such Purchaser holder in writing, writing and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, , (i1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce decrease the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Prepayment Premium, or Breakage Amount on, the Notes, (ii2) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, waiver or (iii3) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and ------------ the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1Sections 2.01, 24.01, 3, 4, 5, 6 4.02 or 21 9.07 --------------------------------- hereof, or any defined term (as it is used therein), will be effective as to any Purchaser Holder unless consented to by such Purchaser Holder in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding all Holders affected thereby, (i) subject to the provisions of Section 12 8.02 relating to ------------ acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(aSections 8.01(a), 11(b----------------- 8.01(b), 128.02, 17 9.03 or 20.9.06. ---------------------------

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 18 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8Sections 7, 11(a9(a), 11(b9(b), 1210, 17 15 or 2017.

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any Section 8 (except as set forth in the second sentence of Section 88.2), 11(a), 11(b), 12, 17 13, 18, 21 or 2024.8.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the any Series of Notes, (ii) change the percentage of the principal amount of the any Series of Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a10(a), 11(b)11, 12, 17 18, 21 or 2023.9, or (iv) release all or substantially all of the Unconditional Guarantee.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, ; and The York Water Company Note Purchase Agreement (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8S▇▇▇▇▇▇ ▇, 11(a▇▇(▇), 11(b▇▇(▇), 12▇▇, 17 or 20▇▇ ▇▇ ▇▇.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, any Series of the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20, or (iv) release any Guarantor from its Guaranty of the Debt under this Agreement and the Notes (other than in compliance with Section 9.8(b)).”

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Companies and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, on the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a), 11(b), 12, 17 or 20.are

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin such sections), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 17, 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(all(a), 11(bll(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a1l (a), 11(b1l (b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Parent and the Required Holders, except that (a) 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 therein), will be effective as to any the Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Stepan Company Note Purchase Agreement Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a), 11(b), 12, 17 or 2020 or (iv) give to any Note any preference over any other Note.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of STEPAN COMPANY NOTE PURCHASE AGREEMENT principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement Agreement, the Other Agreements and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (iI) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (iiII) 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 (iiiIII) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20, or any defined term as used in such Sections.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 18 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8Sections 7, 11(a9(a), 11(b9(b), 12, 17 10 or 2015.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 2012,17or20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 13, 18 or 20.21. 0.0.0.4.63 Solicitation of Holders of Notes

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, 22 or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected thereby, (i1) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii2) 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 (iii3) amend any of Section 8Sections 9, 11(a12(a), 11(b12(b), 1213, 17 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20. A Subsidiary Guaranty may be amended in accordance with the terms thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) 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 therein), will be effective as to any a Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 17, 20 or 2022.2.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Amount onWhole Amount, if any, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a12(a), 11(b12(b), 1213, 17 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Amount Whole Amount, if any, on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to the Purchaser or any Purchaser holder unless consented to by such the Purchaser or any holder in writing, and ; and (b) no such amendment or waiver may, without the written consent of the Holder Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2), 11(a), 11(b), 12, 17 or 20.. Gas Natural Inc. Note Purchase Agreement

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, SCHEDULE A-41 the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or and 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.. ANNEX A-42

Requirements. This Agreement and the Notes Series 2025A Bonds may be amended, and the observance of any term hereof or of the Notes Series 2025A Bonds may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note Series 2025A Bond at the time outstanding affected therebyoutstanding, (i1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (i) interest on the Series 2025A Bonds or of (ii) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii2) change the percentage of the principal amount of the Notes Series 2025A Bonds the Holders holders of which are required to consent to any such amendment or waiver, or (iii3) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2 and Section 17.1(c)), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Make- Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Parent, the Company, Care GP and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2, 11(a), 11(b), 12, 17 or 20).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company Company, the Parent Guarantor and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2 and Section 17.1(c)), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and Lafayette Square USA, and Inc. Note Purchase Agreement (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Amount on, the NotesWhole Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2), 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Parent Guarantor, the Company and the Required Holders, except that that: (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the Holder holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or of (y) the YieldMake-Maintenance Whole Amount on, the Notesor Swap Reimbursement Amount, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2), 11(a), 11(b), 12, 17 13, 18, 21 or 2023.8.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.. Annex A-27

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 88.2, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes Debentures may be amended, and the observance of any term hereof or of the Notes Debentures may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 55.14, 6 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note Debenture at the time outstanding affected thereby, (i) subject to the provisions of Section 12 15 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of on the Yield-Maintenance Amount on, the NotesDebentures, (ii) change the percentage of the principal amount of the Notes Debentures the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a9, 14(a), 11(b14(b), 1215, 17 20 or 2023.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8▇▇▇▇▇▇▇ ▇, 11(a▇▇(▇), 11(b▇▇(▇), 12▇▇, 17 or 20▇▇ ▇▇ ▇▇. The BGC Partners Guaranty, the CFLP Guaranty and any Subsidiary Guaranty may be amended in accordance with the terms thereof.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, any Series of the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20, or (iv) release any Guarantor from its Guaranty of the Debt under this Agreement and the Notes (other than in compliance with Section 9.8(b)).

Requirements. This Agreement, the Pledge Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest on, or of the Yield-Maintenance Amount Premium on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, any Series of the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20, or (iv) release any Guarantor from its Subsidiary Guaranty Agreement (other than in compliance with Section 9.8(b)).

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holdersholder or holders of at least 50% in principal amount of the Notes at the time outstanding, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 5 or 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, on the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a9(a), 11(b9(b), 1210, 17 14 or 2016.

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

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Issuer, the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used thereinin such sections), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or 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 YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 18 or 2021.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8▇▇▇▇▇▇▇ ▇, 11(a▇▇(▇), 11(b▇▇(▇), 12▇▇, 17 or 20▇▇ ▇▇ ▇▇.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Premium Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

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

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof23, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount or Modified Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section 8, 11(a), 11(b), 12, 17 13, 19, 22 or 2024.9.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7 or 21 20 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the YieldMake-Maintenance Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) 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 therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Yield-Maintenance Floating Rate Prepayment Amount and the LIBOR Breakage Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the Holders holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Section Sections 8, 11(a), 11(b), 12, 17 or 20.

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