Common use of Requirements Clause in Contracts

Requirements. This Agreement, each Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Yield-Maintenance Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 20 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 16 or 22.1019 hereof.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1any of Sections l, 2, 3, 4, 5, 6 or 21 hereofand 21, or any defined term (as it is used therein), will be effective as to any a Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 1714.2, 17 and 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes or any Subsidiary Guarantee may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on or Modified Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 2018, 22.9 21 or 22.1023.9.

Requirements. This Agreement, each the Notes and the Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole Make-Whole Amount on on, the NotesBonds, (iiB) change the percentage of the principal amount of the Notes Bonds the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a)14, 11(b), 12, 17, 20, 22.9 or 22.1018.

Requirements. (a) This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole Make-Whole Amount on on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Yield-Maintenance Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser or holder of a Note unless consented to by such holder or Purchaser in writing, writing and (b) no such amendment or waiver may, without the written consent of each Purchaser or the holder of each Note at the time outstanding affected thereby, (i1) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (iii3) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 20 or 22.1023.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on or Floating Rate Prepayment Amount and the LIBOR Breakage Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company both Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount Make-Whole Amount, Swap Breakage Amount, Net Loss or Net Gain on or in respect of, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 1713, 2014, 22.9 19, 22, 25 or 22.1026.

Requirements. (a) This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders of the Notes of each Series, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 5 or 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each the Notes and any Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 17 or 22.1021.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole Make-Whole Amount on on, the NotesBonds, (iiB) change the percentage of the principal amount of the Notes Bonds the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 14 or 22.1018.

Requirements. This Agreement, each the Notes and the Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or hereof, of the Notes or of any other Financing Agreement may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on or Modified Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 2018, 22.9 21, 23 or 22.1024.9.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 11 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a10(a), 11(b)11, 12, 1718, 2021 or 23.9, 22.9 or 22.10(iv) release all or substantially all of the Unconditional Guarantee.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on or Modified Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 2018, 22.9 21 or 22.1023.9.

Requirements. This Agreement, each Subsidiary Guaranty the other Operative Agreements and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, . 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 ; or 22.10(iv) alter the first priority lien status granted by the Security Documents.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1717 or 20. The Subsidiary Guaranty and the Intercreditor Agreement may be amended, 20and the observance of any term thereof may be waived, 22.9 or 22.10in accordance with the terms thereof.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder Purchasers and all of each Note the holders of Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole Make-Whole Amount on on, the NotesBonds, (iiB) change the percentage of the principal amount of the Notes Bonds the Purchasers or holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 14 or 22.1018.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes or of the Make‑Whole Amount on the NotesMake-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. (a) This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Fund and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10. The Financing Agreements (other than this Agreement and the Notes) may be amended in the manner described in each such Document.

Requirements. This Agreement, each the Notes, the Subsidiary Guaranty and the Notes each Subordination Agreement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 22.1, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 1714.3, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 7 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213.1, 1719, 20, 22.9 or 22.1021.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole Amount Make-Whole Amount, if any, on the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty the Notes and the Notes other Note Documents may be amended, and the observance of any term hereof or thereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Obligor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1SECTIONS 2.01, 24.01, 3, 4, 5, 6 or 21 4.02 OR 9.07 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser Holder unless consented to by such Purchaser Holder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding all Holders affected thereby, (i) subject to the provisions of Section 12 SECTION 8.02 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(aSECTIONS 8.01(a), 11(b8.01(b), 128.02, 179.03 OR 9.06. Any amendment, 20modification, 22.9 termination, waiver or 22.10.consent with respect to any of the following provisions of this Agreement shall be effective only by a written agreement, signed by each Holder:

Requirements. This Agreement, each the Notes, the Subsidiary Guaranty and the Notes Pledge Agreement may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Article II, III, IV, V, VIII and Section 1, 2, 3, 4, 5, 6 or 21 13.13 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 Article X relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, waiver or (iii) amend any of Sections 8Article III, 11(aX or XI Section 9.1(a), 11(b), 12, 17, 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, hereof or any defined term (as it is used therein), ) will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole Make-Whole Amount on on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole applicable Make-Whole Amount on or Protective Claim Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 2018, 22.9 21 or 22.1023.10, or (iv) amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee or any Lien granted to the holders of Notes pursuant to Section 9.13 or otherwise.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes thereof may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company each Credit Party and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty the Security Documents and the Notes may be amended, and the observance of any term hereof or of the Security Documents or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 89, 11(a12(a), 11(b12(b), 1213, 17, 20, 22.9 18 or 22.1021.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7 or 21 hereof, 22 or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (i1) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (i) interest or of the Make‑Whole Amount on the NotesNotes or (ii) the Make-Whole Amount, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii3) amend any of Sections 89, 11(a12(a), 11(b12(b), 1213, 17, 20, 22.9 18 or 22.1021.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser Existing Noteholder unless consented to by such Purchaser Existing Noteholder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest or of the Make‑Whole Amount on the NotesNotes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 88 (except as set forth in the first sentence of Section 8.5), 11(a), 11(b), 12, 1713, 2014, 22.9 19, 22 or 22.1025.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Constituent Companies and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, 7 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser holder of a Note unless consented to by such Purchaser holder in writing, writing and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i1) subject to the provisions of Section 12 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii2) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii3) amend any of Sections 8, 11(a), 11(b)9, 12, 1713(a), 2013(b), 22.9 14, 19 or 22.1022 or (4) except as otherwise provided by Section 10.8(b), terminate the Subsidiary Guaranty Agreement or the Contributor Guaranty or, except as otherwise provided by Section 10.8(b), release any Subsidiary Guarantor from the Subsidiary Guaranty Agreement.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holdersholder or holders of more than 50% in aggregate principal amount of the Notes at the time outstanding, except that (a) for so long as the Purchaser is a holder of a Note, no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 Sections 15.1(a) and 17 hereof, or any defined term (as it is used therein), will be effective as to any the Purchaser unless consented to by such the Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 11 relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a10(a), 11(b)10(b) or 11. Notwithstanding the foregoing, 12this Agreement may be amended by the Company, 17without the consent of any holder of any Note, 20, 22.9 or 22.10to add any Subsidiary of the Company as a Subsidiary Guarantor under Section 18.11.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser (prior to the Closing) and the holder of each Note (after the Closing) at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest or of the Make‑Whole Amount on the NotesNotes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17, or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Yield-Maintenance Amount on and/or Breakage Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10(iv) release any Guarantor from its Subsidiary Guaranty Agreement (other than in compliance with Section 9.8(b)).

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes and any other Finance Document may be amended, and the observance of any term hereof or of the Notes or of any other Finance Document may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. (a) This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersHolders of the Notes of each Series, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 5 or 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. (a) This Agreement, each Subsidiary Guaranty Agreement and the Notes Notes, may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 17 or 22.1020 or (iv) release any Guarantor from the Guaranty Agreement (other than in compliance with Section 9.8(b)).

Requirements. This Agreement, each Subsidiary Guaranty the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, 13, 22 or 21 24 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Yield Maintenance Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 1713, 2018, 22.9 21 or 22.1024 hereof.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, hereof or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole Make-Whole Amount on on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Issuer and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes Bonds may be amended, and the observance of any term hereof or of the Notes Bonds may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 19 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Bonds unless consented to by such Purchaser holder of Bonds in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Bonds at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 the Indenture relating to acceleration or rescissionacceleration, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole Make-Whole Amount on on, the NotesBonds, (iiB) change the percentage of the principal amount of the Notes Bonds the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a)14, 11(b), 12, 17, 20, 22.9 or 22.1018.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(all(a), 11(bll(b), 12, 1717 or 20. Xxxxx Xxxxxxxx Midstream/Energy Fund, 20, 22.9 or 22.10.Inc. Note Purchase Agreement

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required HoldersMajority Holders and, prior to the earlier of the Second Closing Date and the date the Purchasers have no further obligation to purchase Notes hereunder, a majority (by principal amount of their intended purchase hereunder) of the Purchasers in respect of any Notes which have not been issued at such time except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate of interest or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Issuer and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole LIBOR Breakage Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213, 1718 or 21, 20, 22.9 or 22.10(iv) reduce or alter the scope of the guarantee by the Company of the obligations of the Issuer in respect of this Agreement and the Notes.

Requirements. This Agreement, each Subsidiary Guaranty the other Operative Agreements and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 9.6, 11(a), 11(b), 12, 17, 17 or 20, 22.9 ; or 22.10(iv) alter the first priority lien status granted by the Security Documents.

Requirements. (a) This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof including subsection (i) of Section 1 hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holdersholders of Notes holding more than 50% in aggregate principal amount of the Notes at the time outstanding, except that unless otherwise provided herein (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, or 6 hereof or 21 hereofthe corresponding provision of any Supplement, or any defined term (as it is used thereinin any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (i) subject to the provisions of Section 12 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 87, 11(a)10, 11(b)11.1, 12, 17, 20, 22.9 14 or 22.1016.

Requirements. (a) This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 5 or 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser Noteholder unless consented to by such Purchaser Noteholder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 20, 22.9 17 or 22.1020 or (iv) give to any Note any preference over any other Note.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Issuer and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 22 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (i) subject to the provisions of Section 12 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a12(a), 11(b12(b), 1213, 1718 or 21, 20, 22.9 or 22.10(iv) reduce or alter the scope of the Guaranty by the Company of the obligations of the Issuer in respect of this Agreement and the Notes.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, any Series of the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. (a) This Agreement, each Subsidiary Guaranty any Supplement and the Notes may be amended, and the observance of any term hereof hereof, of any Supplement or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 6, or 21 hereofor the corresponding provision of any Supplement, or any defined term (as it is used thereinin any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, writing and (b2) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole applicable Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected therebythereby (or, if prior to the Closing, each Purchaser), (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Issuers and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein)term, will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (b) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole LIBOR Breakage Amount and Prepayment Premium, if any, on the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on or Modified Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 1713, 20, 22.9 18 or 22.1021.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein)in any such Section, will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each the Notes and the Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest or of the Make‑Whole Amount on the NotesNotes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 6, 13 or 21 22 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 18 or 22.1021.

Requirements. This Agreement, each Subsidiary Guaranty the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 2018, 22.9 21 or 22.1023.9, or (iv) amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee, or any Lien granted to the holders of Notes pursuant to Section 9.13 or otherwise.

Requirements. This Agreement, each the Notes, and any Subsidiary Guaranty and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 22.1, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (iii) amend any of Sections 8, 11(a), 11(b), 12, 1714.3, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Issuers and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser holder unless consented to by such Purchaser holder in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any each Purchaser unless consented to by such each Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note Holder at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, waiver or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof23, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on or Modified Make-Whole Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 2019, 22.9 22 or 22.1024.9.

Requirements. This Agreement, each Subsidiary Guaranty Guarantee Agreement and the Notes Guarantees may be amended, and the observance of any term hereof or of the Notes Guarantees may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 14 or 21 16 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 of the Note Purchase Agreement relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (iii) amend any of Sections 8, 11(a), 11(b), 12, 11 or 17, 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Company, the Parent Guarantor and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section SECTION 1, 2, 3, 4, 5, 5 or 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 SECTION 10 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8SECTIONS 7, 11(a9(a), 11(b9(b), 12, 17, 20, 22.9 10 or 22.1015.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 20 or 22.1023.5 (it being understood and agreed that any amendments or waivers with respect to Section 10.2 will only require the consent of the Required Holders).

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Series 2003-A Notes may be amended, and the observance of any term hereof or of the Series 2003-A Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser you unless consented to by such Purchaser you in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Series 2003-A Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole LIBOR Breakage Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of STEPAN COMPANY NOTE PURCHASE AGREEMENT principal of, or reduce the rate or change the time of payment or method of computation of (x) interest or of the Make‑Whole Amount on the NotesNotes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on or NTG 2014 Floating Rate Prepayment Amount and the NTG 2014 LIBOR Breakage Amount on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1717 or 20. Tortoise MLP Fund, 20, 22.9 or 22.10.Inc. Note Purchase Agreement

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Stepan Company Note Purchase Agreement Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 20, 22.9 17 or 22.1020 or (iv) give to any Note any preference over any other Note.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, ; and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest or of the Make‑Whole Amount on the NotesNotes or (y) the Make-Whole Amount, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 88 (except as set forth in the second sentence of Section 8.2, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.. STEPAN COMPANY NOTE PURCHASE AGREEMENT

Requirements. (a) This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating -32- Madison Gas and Electric Company to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Premium Amount, Applicable Prepayment Premium, the Change of Control Offer Amount on or the Asset Sale Amount, if any, in respect of, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 . Amendments of Sections 13.4 or 22.1013.5 shall be subject to the requirements of Section 13.6.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Majority Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser or holder of Notes unless consented to by such Purchaser or holder of Notes in writing, writing and (b2) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount Make-Whole Amount, if any, on, the Notes or Net Gain or Net Loss, if any, on the Swapped Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to closing that appear in Section 4 or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty the Notes and the Notes other Financing Agreements may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on or Protective Claim Amount on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 2018, 22.9 21 or 22.1023.9, or (iv) amend any provision of the Subordination Agreement, the Trust Guarantee, a Subsidiary Guarantee or any Lien granted to the holders of Notes pursuant to Section 9.13 or otherwise.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company Obligors and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 2014, 22.9 19 or 22.1022.

Requirements. (a) This Agreement, each Subsidiary Guaranty any Supplement and the Notes may be amended, and the observance of any term hereof hereof, of any Supplement or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofor of the corresponding provision of any Supplement, or any defined term (as it is used thereinin any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, writing and (b2) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on applicable Make-Whole Amount, if any, on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof21, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce change the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder in writing, and (bii) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to the applicable Closing that appear in Section 4, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected therebythereby (or, if prior to a Closing, each Purchaser for that Closing or any subsequent Closing), (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 20, 22.9 17 or 22.1020 or any defined term (as it is used therein).

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Yield-Maintenance Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.. Annex A-27 (Amended and Restated Note Purchase Agreement)

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (ai) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used thereinin any such Section), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, and (bii) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (iA) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change in computation of interest results in a decrease in the interest rate) or of the Make‑Whole Make-Whole Amount on on, the Notes, (iiB) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iiiC) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10(iv) amend the definition of "Designated Event" or the constituent definitions thereof.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Majority Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof22, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on or Modified Make-Whole Amount on, the NotesNotes of any series, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections Section 8, 11(a), 11(b), 12, 1713, 2018, 22.9 21 or 22.1023.9.

Requirements. (a) This Agreement, each Subsidiary Guaranty Agreement (including any Supplement) and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a1) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereofhereof or the corresponding provision of any Supplement, or any defined term (as it is used thereinin any such Section or such corresponding provision of any Supplement), will be effective as to any Purchaser holder of Notes unless consented to by such Purchaser holder of Notes in writing, writing and (b2) no such amendment or waiver may, without the written consent of all of the holder holders of each Note Notes at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest (if such change results in a decrease in the interest rate) or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, waiver or (iii) amend any of Sections 8, 10.4(l) (as it relates to the ability to secure debt under the Bank Credit Agreement), 11(a), 11(b), 12, 17, 17 or 20, 22.9 or 22.10.

Requirements. This Agreement, each Subsidiary Guaranty Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding affected therebyoutstanding, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Make-Whole Amount on on, the Notes, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiverwaiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, or (iii) amend any of Sections 8, 11(a), 11(b), 11(l), 12, 17, 17 or 20, 22.9 or 22.10.