Common use of Rescission Clause in Contracts

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders by written notice to any Obligor, may rescind and annul any such declaration and its consequences if (a) the Obligors have paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe EUR Issuer, may rescind and annul any such declaration and its consequences if (a) the Obligors have EUR Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Modified Make-Whole Amount, if any, on any Notes and Swap Breakage Loss, if any, on any Swapped Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Modified Make-Whole Amount, if any, and LIBOR Swap Breakage AmountLoss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the NotesNotes and all overdue Excess Leverage Fees, if any, all principal of and applicable Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Note that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole AmountExcess Leverage Fees, if any, and LIBOR Breakage all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have such Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Modified Make-Whole Amount, if any, on any Notes and Swap Breakage Loss, if any, on any Swapped Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Modified Make-Whole Amount, if any, and LIBOR Swap Breakage AmountLoss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders holder or holders of at least 51% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and any applicable Make-Whole Amount, if any, prepayment premium and LIBOR Breakage Amount, if any, Amount on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount, if any, prepayment premium and LIBOR Breakage Amount, if any, Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. (a) At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences including pursuant to Section 13.2(d) (other than with respect to a Subordinate Note Event of Default) if (ai) the Obligors have paid all overdue interest on the Senior Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Senior Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Senior Notes, at the Default Rate, (bii) none of the neither any Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (ciii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (div) no judgment or decree has been entered for the payment of any monies due pursuant hereto hereto, pursuant to any other Note Document or pursuant to the Senior Notes. No rescission and annulment under this Section 12.3 12.3(a) will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. (b) Upon the occurrence and during the continuance of a Subordinate Note Event of Default, provided that the Required Holders and the Required Holders of Subordinate Notes have notified all other holders and the Company to such effect, such Subordinate Note Event of Default shall be waived upon the terms and conditions as the Required Holders and the Required Holders of Subordinate Notes may prescribe. No rescission and annulment under this Section 12.3(b) will extend to or affect any subsequent Subordinate Note Event of Default.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Issuer, may rescind and annul any such declaration and its consequences if (a) the Obligors have Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage AmountExcess Leverage Fees, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountExcess Leverage Fees, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) none of neither the Obligors Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any the Notes have automatically become due and payable or have been declared due and payable pursuant to Section 12.1(b) or (c)6.2, the Required Holders by written notice to any Obligor, may rescind and annul any such declaration and its consequences if (a) the Obligors have Issuer has paid or deposited with the Trustees or the Paying Agent a sum sufficient to pay (i) all overdue interest on the Notes, (ii) all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amountpremium, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, any acceleration under Section 6.2 and all interest on such overdue principal and Make-Whole Amountpremium, if any, and LIBOR Breakage Amount, if any, and (iii) to the extent permitted by applicable law) any , all interest on overdue installments of interest in respect of at the rate borne by the Notes, at and (iv) all sums paid or advanced by the Default RateTrustees hereunder and the reasonable expenses, disbursements and advances of the Trustees, their agents and counsel; (b) none no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, Notes; and (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationany acceleration under Section 6.2, have been cured or have been waived pursuant to Section 176.13, and (d) no judgment Section 7.1 or decree has been entered for Section 7.2, then the payment Trustees shall, upon receipt of any monies due pursuant hereto or a notice from the Holders of a majority in aggregate principal amount of the then outstanding Notes, by written notice to the NotesIssuer, rescind or annul any acceleration under Section 6.2 and its consequences or waive any existing Default or Event of Default under this Indenture and its consequences. No rescission and rescission, annulment or waiver under this Section 12.3 6.14 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, Applicable Premium and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Applicable Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and any applicable Make-Whole Amount, if any, prepayment premium and LIBOR Breakage Amount, if any, Amount on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount, if any, prepayment premium and LIBOR Breakage Amount, if any, Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if consequences, and at any time after any Notes have become due and payable pursuant to clause (a) of Section 12.1, the Obligors have holders of all Notes then outstanding, by written notice to the Company, may rescind acceleration of the Notes resulting from the occurrence of an Event of Default described in paragraph (h) of Section 11, if in each case (i) the Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationdeclaration or acceleration, have been cured or have been waived pursuant to Section 17, and (diii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes the Debentures have automatically become due and payable or have been declared due and payable pursuant to Section 12.1(b) or (c)9.2, the Required Holders by written notice to any Obligor, may rescind and annul any such declaration and its consequences if (a) the Obligors have Issuer has paid or deposited with the Debenture Trustees or the Paying Agent a sum sufficient to pay (i) all overdue interest on the NotesDebentures, (ii) all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amountpremium, if any, on any Notes, Debentures that are due and payable and are unpaid other than by reason of such declaration, any acceleration under Section 9.2 and all interest on such overdue principal and Make-Whole Amountpremium, if any, and LIBOR Breakage Amount, if any, and (iii) to the extent permitted by applicable law, all interest on overdue installments of interest at the rate borne by the Debentures, and (iv) any overdue interest in respect all sums paid or advanced by the Debenture Trustees hereunder and the reasonable expenses, disbursements and advances of the NotesDebenture Trustees, at the Default Rate, their agents and counsel; (b) none no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, Debentures; and (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declarationany acceleration under Section 9.2, have been cured or have been waived pursuant to Section 179.13, and (d) no judgment Section 10.1 or decree has been entered for Section 10.2, then the payment Debenture Trustees shall, upon receipt of any monies due pursuant hereto or a notice from the Holders of a majority in aggregate principal amount of the then outstanding Debentures, by written notice to the NotesIssuer, rescind or annul any acceleration under Section 9.2 and its consequences or waive any existing Default or Event of Default under this Indenture and its consequences. No rescission and rescission, annulment or waiver under this Section 12.3 9.14 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and principal, Make-Whole Amount and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the NotesNotes and all overdue Excess Leverage Fees, if any, all principal of and Make-Whole Amount, if any, on any Note and LIBOR Breakage AmountNet Loss, if any, on any NotesSwapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of not less than 51% of the Notes then outstanding (measured based on the principal amount thereof in the case of the Series A Notes and Accreted Value thereof in the case of the Series B Notes), by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate or Adjusted Default Interest Rate, as applicable, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the NotesNotes and all overdue Excess Leverage Fees, if any, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Note that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Tortoise MLP Fund, Inc. Note Purchase Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c14.1(b), the Required Holders holders of not less than 50.1% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Authority, may rescind and annul any such declaration and its consequences if (a) the Obligors have Authority has paid all overdue interest on the Notes, all principal of and Breakage Costs, Make-Whole Amount, if any, Amount and LIBOR Breakage AmountApplicable Premium, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Breakage Costs, Make-Whole Amount, if any, Amount and LIBOR Breakage AmountApplicable Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Authority nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment nonpayment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 14.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Tortoise MLP Fund, Inc. Note Purchase Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Parent Guarantor or the Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount or Modified Make-Whole Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Issuer, may rescind and annul any such declaration and its consequences if (a) the Obligors have Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage AmountExcess Leverage Fees, if any, and Change in Control Prepayment Fees, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountExcess Leverage Fees, if any, and Change in Control Prepayment Fees, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) none of neither the Obligors Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and applicable Make-Whole Amount, if any, on any Note and LIBOR Breakage AmountNet Loss, if any, on any Swapped Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and LIBOR Breakage AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders holders of more than 50% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, any applicable Prepayment Premium and LIBOR Breakage Amount, if any, Amount on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, any Prepayment Premium and LIBOR Breakage Amount, if any, Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage AmountAmount and Prepayment Premium, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountAmount and Prepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and of, applicable Make-Whole Amount, if any, Modified Make-Whole Amount, if any, Change of Control Premium and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and principal, the Make-Whole Amount, if any, Modified Make-Whole Amount, if any, Change of Control Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto hereto, to any Supplement or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to each holder on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys'fees, expenses and disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bparagraph (b) or (c)) of Section 12.1, the Required Holders holders of not less than 66 2/3% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (aA) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cB) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (dC) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred on any holder of a Note by this Agreement, any Note or any other Financing Document shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys' fees, expenses and disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount or Modified Make-Whole Amount, if any, on any NotesNotes and Net Loss, if any, on any Swapped Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount or Modified Make-Whole Amount, if any, and LIBOR Breakage AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, TYY 2011 Floating Rate Prepayment Amount, if any, and TYY 2011 LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, TYY 2011 Floating Rate Prepayment Amount, if any, and TYY 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Note and LIBOR Breakage AmountNet Loss, if any, on any NotesSwapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount and the Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and principal, Make-Whole Amount and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole the Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders (in the case of a declaration pursuant to Section 12.1(b)) or any holder who has made the declaration (in the case of a declaration pursuant to Section 12.1(c)), by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, Applicable Premium and LIBOR Floating Rate Index Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Applicable Premium and LIBOR Floating Rate Index Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, Applicable Premium and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Applicable Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Graybar Electric Company, Inc.Private Shelf Agreement Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b12.1(a), (b) or (c), the Required Holders Majority Holders, by written notice to any Obligorthe Obligors and the Agent, may rescind and annul any such declaration and its consequences if (a) the Obligors have paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default Default, Termination Events and Potential Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section Article 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 12.2 will extend to or affect any subsequent Event of Default Default, Termination Event or Potential Default or impair any right consequent thereon. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, any Collateral Document or any Note upon any Holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Article 15, the Company will pay to the Holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such Holder incurred in any enforcement or collection under this Article 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Infrastructure Corporation Note Purchase Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount and Floating Rate Prepayment Amount, if any, any and the LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Total Return Fund, Inc. Note Purchase Agreement overdue principal and principal, Make-Whole Amount and Floating Rate Prepayment Amount, if any, and the LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the NotesNotes and all overdue Excess Leverage Fees, if any, all principal of and applicable Make-Whole Amount, if any, on any Note and LIBOR Breakage AmountNet Loss, if any, on any NotesSwapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and applicable Make-Whole Amount, if any, and LIBOR Breakage AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.12. Section 14.1 of the Original Note Purchase Agreement shall be and hereby is amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 11.1, the Required Holders by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, the Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if anyprincipal, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1716, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 11.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. (a) No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any Holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 14, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such Holder incurred in any enforcement or collection under this Section 11.4, including, without limitation, reasonable attorneys' fees, expenses and disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest and all overdue Excess Leverage Fee, if any, on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amountprincipal, Excess Leverage Fee, if any, and LIBOR Breakage Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c14.1(b), the Required Holders holders of not less than 50.1% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Authority, may rescind and annul any such declaration and its consequences if (a) the Obligors have Authority has paid all overdue interest on the Notes, all principal of and [Breakage Costs,] Make-Whole Amount, if any, Amount and LIBOR Breakage AmountApplicable Premium, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and [Breakage Costs,] Make-Whole Amount, if any, Amount and LIBOR Breakage AmountApplicable Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Authority nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment nonpayment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 14.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of more than 50% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Premium Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Premium Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) of Section 12.1(b) or (c)15.1, the Required Holders holders of not less than 66 2/3% in principal amount of the Amended 1996 Notes then outstanding, 61% in principal amount of the Amended 1999 Notes then outstanding, or 61% in principal amount of the Amended 2000 Notes then outstanding, as the case may be, without regard to Series, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Amended 1996 Notes, Amended 1999 Notes or Amended 2000 Notes, as the case may be, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amounton the Amended 1996 Notes, if anyAmended 1999 Notes or Amended 2000 Notes, on any Notesas the case may be, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Amended 1996 Notes, Amended 1999 Notes or Amended 2000 Notes, as the case may be, at the applicable Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment nonpayment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1720, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Amended 1996 Notes, Amended 1999 Notes or Amended 2000 Notes, as the case may be. No rescission and annulment under this Section 12.3 15.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount [or Modified Make-Whole Amount, if any, and LIBOR Breakage Amount], if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount [or Modified Make-Whole Amount, if any, and LIBOR Breakage Amount], if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Senior Subordinated Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders or all (but not less than all) of such Holders as have declared the Senior Subordinated Notes due and payable pursuant to Section 12.1(b), by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Senior Subordinated Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage AmountRepayment Premium, if any, on any Notes, Senior Subordinated Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountRepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Senior Subordinated Notes, at the Default RateApplicable Interest Rate after giving effect to the proviso in such definition, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Senior Subordinated Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes and LIBOR Breakage AmountNet Loss, if any, on any Notes, Swapped Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. -42- Section 12.4 No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. SECTION 13.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors Issuers have paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, Swap Breakage Amount and Prepayment Premium, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, Swap Breakage Amount and Prepayment Premium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Issuers nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders holders of not less than 66-2/3% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) if the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) if all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (dc) if no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesNotes and (d) if any Note has been declared due and payable pursuant to clause (c) of Section 12.1, then each holder which has so declared the Notes held by it to be due and payable shall have concurred in such decision to so rescind and annul such declaration and its consequences and if any such holder which has so declared its Notes to be due and payable has not so concurred in such rescission and annulment, then the Notes held by such holder shall, notwithstanding such rescission and annulment, remain due and payable. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. .c2.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Issuer, may rescind and annul any such declaration and its consequences if (a) the Obligors have Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes and LIBOR Swap Breakage AmountLoss, if any, on any Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Swap Breakage AmountLoss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) none of neither the Obligors Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. Section 12.4. No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Obligors under Section 15, the Obligors will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements. SECTION 13.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or 12.01 (cother than pursuant to the provisos set forth therein), the Required Holders Purchasers, by written notice to any Obligorthe Issuer, may rescind and annul any such declaration and its consequences if (a) the Obligors have Issuer has paid all overdue interest on the Notes, all principal of and Mandatory Redemption Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Mandatory Redemption Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1713.01, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 12.03 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders holders of more than 67% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and any Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, Amount on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, Amount and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 15, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors Parent Guarantor and the Company have paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Parent Guarantor, the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Essex Portfolio, L.P. Note Purchase Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Waste Connections, Inc. Note Purchase Agreement

Rescission. At any time after any Notes have been declared due and payable: (a) pursuant to, and as provided in, clause (b) of Section 12.1, any holder or holders of more than 50% in principal amount of the Notes at the time outstanding may; or (b) pursuant to, and as provided in, clause (c) of Section 12.1, the holder or holders of such Notes that have declared such Notes to be due and payable pursuant to Section 12.1(bbecause of an Event of Default described in clause (a) or clause (c)b) of Section 11 may, the Required Holders by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (ai) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount or Modified Make-Whole Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of any Series of the Notes, at the Default RateRate for such Series, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cii) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (diii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders (in the case of Section 12.1(b)) or the holder or holders of the Notes who have made such declaration (in the case of Section 12.1(c)), by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declarationdeclaration (unless such amounts have been returned to the Company or such other Person), (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time prior to the date which is 90 days after any Notes have been declared due and payable pursuant to Section 12.1(bparagraph (b) or (c)) of Section 12 . 1 , the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Make - Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Make - Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, 50 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5 other than non-non - payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1719 , and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesNotes . No rescission and annulment under this Section 12.3 12 . 3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.thereon . 12.4. No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies . No right, power or remedy conferred on any holder of a Note by this Agreement, any Note or any other Financing Document shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise . Without limiting the obligations of the Company under Section 17 , the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12 , including, without limitation, reasonable attorneys’ fees, expenses and disbursements . 13. TAX INDEMNIFICATION. (a) Any and all payments under this Agreement or the Notes to or for the account of any holder of a Note shall be made free and clear of, and without deduction or withholding for or on account of, any Tax, except to the extent such deduction or withholding is required by law . If any Tax is required by law to be deducted or withheld from any such payments by the Company, the Company will make such deductions or withholding and pay to the relevant taxing authority the full amount deducted or withheld (including, without limitation, the full amount of any additional Tax required to be deducted or withheld from or otherwise paid in respect of any payment made to any holder pursuant to this Subsection (a) as provided below) before penalties attach thereto or interest accrues thereon . In the event of the imposition by or for the account of any Applicable Taxing Authority or of any Governmental Authority of any jurisdiction in which the Company resides for tax purposes or any jurisdiction from or through which the Company is making any payment in respect of any Note, other than any Governmental Authority of or in the United States of America or any political subdivision thereof or therein, of any Tax (“Indemnifiable Tax”) upon or with respect to any payments in respect of any Note, whether by withholding or otherwise, the Company hereby agrees to pay forthwith from time to time in connection with each payment on the Notes, to each holder of a Note such additional amounts as shall be required so that every payment received by such holder in respect of the Notes and every payment received by such holder under this Agreement will not, after such withholding or deduction or other payment for or on account of such Tax (including, without limitation, the full amount of any additional Indemnifiable Tax required to be deducted or withheld from or otherwise paid in respect of any additional amount paid to such holder pursuant to this Subsection (a)) and any interest or penalties relating thereto, be less than the amount due and payable to such holder in respect of such Note or under this Agreement before the assessment of such Indemnifiable Tax . In addition, the Company shall indemnify each holder of Notes for the full amount of Indemnifiable Taxes paid or required to be paid by such holder on amounts 51 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5 payable pursuant to this Agreement or the Notes and any liability (including penalties, interest and expenses) arising therefrom, together with such amounts as will result in such holder of Notes receiving the amount that would otherwise have been received by it in the absence of such Indemnifiable Taxes and the indemnification provided for herein . Except where the Company is required to deduct or withhold any Indemnifiable Tax, each holder of Notes, upon becoming aware of its liability (or potential liability) for any Indemnifiable Taxes, shall promptly notify the Company of such liability (or potential liability) for such Indemnifiable Taxes for which the Company is required to indemnify such holder pursuant to this Subsection (a) and of the amount payable to it by the Company pursuant hereto, and the Company shall pay such amounts either (x) directly to the Applicable Taxing Authority or other relevant Governmental Authority that imposed such Indemnifiable Taxes, as the case may be, on or before the date such Indemnifiable Taxes are due or (y) if such holder of Notes has already paid such Indemnifiable Taxes, to such holder of Notes within 10 days of the receipt of such notice (and, if such Indemnifiable Taxes are not paid on or before the date specified in clause (x) or within the period specified in clause (y), as the case may be, shall bear interest at the Default Rate thereafter) . Such holder of Notes shall determine the amount payable to it, which determination shall be conclusive in the absence of manifest error, and such holder shall not be required to disclose any confidential or proprietary information in connection with such determination . Notwithstanding anything contained in this Subsection (a) to the contrary, the Company shall not be obliged to pay such amounts to any holder of a Note in respect of Indemnifiable Taxes to the extent Indemnifiable Taxes exceed the Indemnifiable Taxes that would have been payable : (i) had such holder not been a resident of Canada within the meaning of the Income Tax Act (Canada) or not used or held such Note in the course of carrying on a business in Canada within the meaning of the Income Tax Act (Canada) ; or (ii) had such holder not had any connection with Canada or any territory or political subdivision thereof other than the mere holding of a Note with the benefit of the Guarantees (or the receipt of any payments in respect thereof) or activities incidental thereto (including enforcement thereof) ; or (iii) had such holder not dealt with the Company on a non - arm’s length basis (within the meaning of the Income Tax Act (Canada)) in connection with any such payment ; or (iv) but for the delay or failure by such holder (following a written request by the Company) in the filing with an appropriate Governmental Authority or otherwise of forms, certificates, documents, applications or other reasonably required evidence (collectively “Forms”), that are required to be filed by such holder to avoid or reduce such Taxes (so long as such Forms do not impose, in such holder’s reasonable determination, an unreasonable burden in time, resources or otherwise on such holder) and that in the case of any of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (iv) upon the good faith completion and submission of such Forms as may be 52 4894 - 1149 - 4424 v2 4874 - 1861 - 0200 v5

Rescission. At any time after any Notes Replacement Bonds have been declared due and payable pursuant to Section 12.1(b13.2(a) hereof (other than by reason of an Event of Default under clause (g) or (ch) of Section 13.1 hereof), the Required Holders Bondholders, by unanimous written notice consent to any Obligorthe Issuer, the Collateral Trustee and the Company, may rescind and annul any such declaration and its consequences if (ai) the Obligors there shall have been paid all overdue interest on the NotesReplacement Bonds, all principal of and Make-Whole Amount, if any, and LIBOR Breakage AmountPremium, if any, on any Notes, Replacement Bonds that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountPremium, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the NotesReplacement Bonds, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (cii) all Events of Default and Potential Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1716.5 hereof, and (diii) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesReplacement Bonds. No rescission and annulment under this Section 12.3 13.2(c) will extend to or affect any subsequent Event of Default or Potential Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the NotesNotes and all overdue Excess Leverage Fees, if any, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any NotesNote, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, Series A Prepayment Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Series A Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Issuer, may rescind and annul any such declaration and its consequences if (a) the Obligors have Issuer has paid all overdue interest and Leverage Ratio Increase Fees on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest and Leverage Ratio Increase Fees in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. 1.18. Section 14.1 of the Note Agreement is hereby amended by inserting “and Leverage Ratio Increase Fees” immediately following the reference to “interest” contained therein. 1.19. Section 14.2 of the Note Agreement is hereby amended by inserting “, Leverage Ratio Increase Fees” immediately following the first reference to “interest” contained therein. 1.20. Section 22.5 of the Note Agreement is hereby amended and restated in its entirety to read as follows:

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the NotesNotes and all overdue Excess Leverage Fees, if any, all principal of and applicable Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any NotesNote, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole AmountExcess Leverage Fees, if any, and LIBOR Breakage all interest on such overdue principal and applicable Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Parent Guarantor and the Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount or Swap Reimbursement Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount or Swap Reimbursement Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the NotesNotes and (e) no holder of Swapped Notes has terminated a Swap or, if such holder of Swapped Notes has terminated a Swap, it has not incurred any Net Loss or Swap Breakage Amount or other costs or expenses and would not need to incur any other costs or expenses that have not been (or been agreed to be) reimbursed or compensated for by the Obligors so as to put such holder in the same position as if such Notes had not been declared due and payable and such Swap had not been terminated. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and and, if applicable, Make-Whole Amount, if any, and LIBOR Breakage Amount, if anyAmounts or Modified Make-Whole Amounts, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount or Modified Make-Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 16, the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all reasonable and documented costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable and documented attorneys’ fees, expenses and disbursements.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Make‑Whole Amount, if any, NTG 2014 Floating Rate Prepayment Amount, if any, and NTG 2014 LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Make‑Whole Amount, if any, NTG 2014 Floating Rate Prepayment Amount, if any, and NTG 2014 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Floating Rate Prepayment Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, TYG 2011 Floating Rate Prepayment Amount, if any, and TYG 2011 LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, TYG 2011 Floating Rate Prepayment Amount, if any, and TYG 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, Prepayment Premium, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, on any Notes and LIBOR Breakage AmountNet Loss, if any, on any Notes, Swapped Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Make‑Whole Amount, if any, Applicable Premium and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Make‑Whole Amount, if any, Applicable Premium and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and any Make-Whole Amount, if any, and LIBOR Premium or Breakage Amount, if any, Cost Obligation on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and any Make-Whole Amount, if any, and LIBOR Premium or Breakage Amount, if any, Cost Obligation and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due ---------- and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 8.02, the Required Holders ------------ Holders, by written notice to any each Obligor, may rescind and annul any such declaration and its consequences if (a) the Obligors have each Obligor has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 179.04, and (dc) no judgment or decree ------------ has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 8.02(c) will --------------- extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. [EXECUTION COPY]

Rescission. At any time after any the Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have each Issuer has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage AmountAmount or Modified Make-Whole Amount or Net Loss, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountAmount or Modified Make-Whole Amount or Net Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors neither any Issuer nor any other Person shall have paid any amounts which that have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders holders of not less than 60% in principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole the Make‑Whole Amount, if any, and LIBOR Swap Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole the Make‑Whole Amount, if any, and LIBOR Swap Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. Sensient Technologies Corporation Note Purchase Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders (in the case of a declaration pursuant to Section 12.1(b)) or any holder who has made the declaration (in the case of a declaration pursuant to Section 12.1(c)), by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts Roanoke Gas Company Note Purchase Agreement which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Make‑Whole Amount, if any, TTP 2011 Floating Rate Prepayment Amount, if any, and TTP 2011 LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Make‑Whole Amount, if any, TTP 2011 Floating Rate Prepayment Amount, if any, and TTP 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bparagraph (b) or (c)) of Section 12.1, the Required Holders by written notice no­tice to any Obligorthe Com­pany, may rescind re­scind and annul any such declaration dec­laration and its consequences con­se­quences if (a) the Obligors have Company has paid all overdue interest inter­est on the Notes, all principal prin­cipal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declarationdeclara­tion, and all interest inter­est on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted per­mitted by applicable applic­able law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment pay­ment of amounts that have become due solely by reason of such declarationdeclara­tion, have been cured or have been waived pursuant pur­suant to Section Sec­tion 17, and (dc) no judgment judg­ment or decree de­cree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission re­scission and annulment annul­ment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent conse­quent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Make‑Whole Amount, if any, and LIBOR Modified Make‑Whole Amount or Swap Breakage AmountLoss, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Make‑Whole Amount, if any, and LIBOR Modified Make‑Whole Amount or Swap Breakage AmountLoss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, NTG 2011 Floating Rate Prepayment Amount, if any, and NTG 2011 LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, NTG 2011 Floating Rate Prepayment Amount, if any, and NTG 2011 LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders Holders, by written notice to any Obligorthe Parent Guarantor, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and applicable Make-whole Amount, Modified Make-Whole Amount, if any, and LIBOR Breakage AmountAmount and/or Net Loss with respect to any Swapped Note, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountModified Make-Whole Amount and/or Net Loss with respect to any Swapped Note, if any, and (to the extent permitted by applicable law) 61 DB1/ 88987621.10 any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1718, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Majority Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid or deposited pursuant to trust arrangements acceptable to the Majority Holders all overdue interest on the any Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Swap Reimbursement Amount, if any, and Swap Reimbursement Amount, if any (or, if applicable, less any Net Gain in accordance with Section 8.6(c)(ii)) and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than the non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders or, if the Notes have been declared due and payable pursuant to Section 12.1(c) by any holder or holders of Notes, such holder or holders, as the case may be, by written -39- notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors neither any Obligor nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any the Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders of more than 50% in aggregate principal amount of the Notes then outstanding, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Make‑Whole Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Make‑Whole Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 1716, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the any Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.. South Jersey Gas Company Note Purchase Agreement

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c)) of Section 12.1, the Required Holders Holders, by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the NotesNotes and all overdue Excess Leverage Fees, if any, all principal of and Make-Whole Amount, if any, on any Note and LIBOR Breakage AmountNet Loss, if any, on any NotesSwapped Note, that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue Excess Leverage Fees, if any, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage AmountNet Loss, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, 17 and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(bclause (b) or (c) of Section 12.1 (or shall have become due and payable as provided in the Intercreditor Agreement - a "Special Acceleration"), the Required Holders (but subject to the terms of the Intercreditor Agreement in the case of a Special Acceleration), by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) none of the Obligors nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been Alliance Resource GP, LLC Note Purchase Agreement waived pursuant to Section 17, and (dc) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the Required Holders (in the case of Section 12.1(b)) or the holder or holders of the Notes who have made such declaration (in the case of Section 12.1(c)), by written notice to any Obligorthe Company, may rescind and annul any such declaration and its consequences if (a) the Obligors have Company has paid all overdue interest on the Notes, all principal of and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, on any Notes, Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and LIBOR Breakage Amount, if any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the applicable Default Rate, (b) none of neither the Obligors Company nor any other Person shall have paid any amounts which have become due solely by reason of such declarationdeclaration (unless such amounts have been returned to the Company or such other Person), (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.