Common use of Consent to Amendments Clause in Contracts

Consent to Amendments. This Agreement may be amended, and the Issuers may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) ), except that, without the written consent of the holder or holders of all the Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount premium payable with respect to any Note, or affect the time, amount or allocation of any required prepayments, or change reduce the proportion of the principal amount of the Notes required with respect to any consent, amendment, amendment or waiver or declarationto accelerate the Notes. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any such Notes issued thereafter may bear a notation referring to any such consent. The Company will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any holder of Notes as consideration for or as an inducement to the entering into by such holder of Notes of any waiver or amendment of, or giving a consent in respect of, any of the terms and provisions of this Agreement or any Note unless such remuneration is concurrently paid, on the same terms, ratably to all holders of Notes. The Company will give prompt written notice of the receipt and effect of each such waiver, amendment or consent to all holders of the Notes. No course of dealing between the Issuers Company and the holder of any Note Note, nor any delay in exercising any rights hereunder or under any Note Note, shall operate as a waiver of any rights of any holder of such any Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Restructuring Agreement and any of the other Note Documents may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Restructuring Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note Securities at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11CSection 12.3, whether or not such Note Securities shall have been marked to indicate such consent, but any Notes Securities issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note Securities nor any delay in exercising any rights hereunder or under any Note Securities shall operate as a waiver of any rights of any holder of such NoteSecurities. As used herein and in the NotesSecurities, the term “"this Restructuring Agreement” " and references thereto shall mean this Restructuring Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes except that, (i) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change or affect the principal ofthereof, or change or affect the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Notethe Notes, and (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change or affect the time, amount provisions of paragraph 7A or allocation of any prepayments, or change the proportion this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes, or the rights of any individual holder of Notes, required with respect to any declaration of Notes required to be due and payable or with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean means this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Obligors may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Obligors shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Obligors and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Corporation may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Corporation shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(sholders of not less than 66 2/3% of the aggregate principal outstanding on the Notes (exclusive of Notes held by Affiliates) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Yield- Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or reduce the rate on the Notes, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. The Corporation shall provide to each holder of a Note sufficient information in respect of the amendment or consent requested to allow it to make a fully informed decision thereon, and shall also, if requested by the Required Holders, certify that no Default or Event of Default has occurred or is then continuing or would occur if such amendment is made or consent granted. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Corporation and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Industries may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Industries shall obtain the written consent to such amendment, amendment action or omission to act, act of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepaymentsrepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Industries and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended amended, restated, modified or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note Securities at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C12C, whether or not such Note Securities shall have been marked to indicate such consent, but any Notes Securities issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note Securities nor any delay in exercising any rights hereunder or under any Note Securities shall operate as a waiver of any rights of any holder of such NoteSecurities. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change change: (i) the maturity of any Note, or change , (ii) the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to on any Note, or affect , (iii) the time, amount or allocation of any prepayments, or change or (iv) the proportion of the principal amount of the Notes required with respect to for any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” Agreement and references thereto shall mean this Agreement as it may from time to time be amended or supplementedsupplemented time to time.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. , or amend any term defined in paragraph 10 as it is used in any provision of this Agreement that cannot be amended without the consent of the holder or holders of all Notes pursuant to this paragraph 11C. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such any Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented. Any waiver of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which given.

Consent to Amendments. This Except as otherwise expressly provided herein, the provisions of this Agreement may be amended, amended or modified and the Issuers Corporation may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Issuers holders of a majority of the Loans outstanding at the time the amendment, modification or waiver becomes effective; provided that if any such amendment, modification or waiver would adversely affect any Purchaser or any holder of Loans relative to the Purchasers or the holders of Loans voting in favor of such amendment, modification, or waiver, such amendment, modification or waiver shall obtain also require the written consent of such Purchasers adversely affected or the holders of a majority of the outstanding Loans held by all holders so adversely affected; provided further that if any such amendment, modification or waiver is to a provision in this Agreement that requires a specific vote to take an action thereunder or to take an action with respect to the matters described therein, such amendment, modification or waiver shall not be effective unless such vote is obtained with respect to such amendment, action modification or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consentwaiver. No other course of dealing between the Issuers Corporation and any Purchaser or the holder of any Note nor Loans or any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder such holders. For purposes of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto , Loans held by the Corporation or any Subsidiaries shall mean this Agreement as it may from time not be deemed to time be amended or supplementedoutstanding.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount premium payable with respect to any Note, or affect the time, amount or allocation of any required prepayments, or change reduce the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” "THIS AGREEMENT" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes Convertible Debentures at the time outstanding, no amendment to this Agreement shall change the maturity of any NoteConvertible Debenture, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepaymentsConvertible Debenture, or change the proportion of the principal amount of the Notes Convertible Debentures required with respect to any consent, amendment, waiver or declaration. Each holder of any Note Convertible Debenture at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11CSection 10.03, whether or not such Note Convertible Debenture shall have been marked to indicate such consent, but any Notes Convertible Debentures issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note Convertible Debenture nor any delay in exercising any rights hereunder or under any Note Convertible Debenture shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplementedConvertible Debenture.

Consent to Amendments. This (a) this Agreement may be amendedamended with the --------------------- consent of both the Company and the ESOP, and with such consent the Issuers Company or the ESOP, as the case may be, may take any action herein prohibited, or omit to perform any act herein required to be performed by it, but in any of the foregoing cases only if the Issuers there shall obtain have been obtained the written consent to ---- such amendment, action or omission to act, act of the Required Holder(s) except Holders, provided, -------- however, that, without the written consent of the holder or holders of all Notes ------- at the time outstanding, no amendment to this Agreement shall change the maturity of any NoteNote or the right of any holder of a Note to accelerate such Note pursuant to paragraph 9A, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount premium payable with respect to any Note, or change any of the provisions of paragraph 7 or 8, or affect the time, amount or allocation of any prepaymentsRequired Installment Payments, or change any of the provisions of paragraph 4, or change any of the definitions contained in paragraph 12 that are used in paragraph 4, 7, or 8, or reduce the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declarationrescission. Each holder of any a Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C14C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.been

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change change: (i) the maturity of any Note, or change , (ii) the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to on any Note, or affect , (iii) the time, amount or allocation of any prepayments, or change or (iv) the proportion of the principal amount of the Notes required with respect to for any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplementedsupplemented time to time.

Consent to Amendments. This Agreement and any of the other Subordinated Note Documents may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note Securities at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C12C, whether or not such Note Securities shall have been marked to indicate such consent, but any Notes Securities issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note Securities nor any delay in exercising any rights hereunder or under any Note Securities shall operate as a waiver of any rights of any holder of such NoteSecurities. As used herein and in the NotesSecurities, the term “this Agreement” "THIS AGREEMENT" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by itthem, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the stated maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11CParagraph 12C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may not be amended or modified and no provisions hereof may be waived, without the written consent of the Company, each Subsidiary and each Holder. However, this Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) Holders, except that, without the prior written consent of one hundred percent (100%) of the holder or holders of all Notes at the time outstandingHolders, no amendment to this Agreement shall change the maturity Expiration Time of any Notethis Warrant, the Purchaes Price of this Warrant or the number of shares issuable hereunder or change the principal of, percentage specified in the definition of Required Holders or consent to the assignment or transfer by the Company or any of its Subsidiaries of their respective rights and obligations under this Agreement or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion Ancillary Agreements. Each Holder of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding Warrants shall be bound by any consent authorized by this paragraph 11C, Section 9 whether or not such Note Warrant shall have been marked to indicate such consent, but any Notes Warrants issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers and the holder of any Note nor any delay in exercising any rights hereunder Any amendment or under any Note shall operate as a waiver of any rights provision of any holder Warrant shall be effective only for the purposes and period of such Notetime expressly set forth therein and shall not entitle the Company to any other waiver or amendment in similar or other circumstances. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.No

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take the any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes Convertible Debentures at the time outstanding, no amendment to this Agreement shall change the maturity of any NoteConvertible Debenture, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepaymentsConvertible Debenture, or change the proportion of the principal amount of the Notes Convertible Debentures required with respect to any consent, amendment, waiver or declaration. Each holder of any Note Convertible Debenture at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11CSection 10.03, whether or not such Note Convertible Debenture shall have been marked to indicate such consent, but any Notes Convertible Debentures issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note Convertible Debenture nor any delay in exercising any rights hereunder or under any Note Convertible Debenture shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplementedConvertible Debenture.

Consent to Amendments. This Agreement (or any amendment hereto) may be amendedamended or any provision hereof (or of any amendment) may be waived, and the Issuers Obligors may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Obligors shall obtain the written consent to such amendment, waiver, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount premium payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C12C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers any Obligor and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement Guarantee may be amended, and the Issuers undersigned may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers undersigned shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of all of the holder Holders, the undersigned shall not be released from this Guarantee and no amendment, consent or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable waiver with respect to any Note, or affect the time, amount or allocation Article II of any prepayments, this Guarantee or change to the proportion of the principal amount of the Notes required with respect to any consent, amendment, amendment or waiver or declarationshall be effective. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11CSection 6.1, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers undersigned and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notesherein, the term “"this Agreement” Guarantee" and references thereto shall mean this Agreement Guarantee as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers ESOP may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers ESOP shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C12C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers ESOP and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes except that, (i) with the written consent of the holders of all Notes, the Notes may be amended or the provisions thereof waived to change the maturity thereof, to change or affect the principal thereof, or to change or affect the rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to the Notes and (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount provisions of paragraph 7A or allocation of any prepayments, or change the proportion this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes, or the rights of any individual holder of Notes, required with respect to any declaration of Notes required to be due and payable or with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Parent and Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Parent and the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of any Note. Without limiting the generality of the foregoing, no negotiations or discussions in which any holder of any Note may engage regarding any possible amendments, consents or waivers with respect to this Agreement or any other Transaction Document shall constitute a waiver of any Default or Event of Default, any term of this Agreement or any other Transaction Documents or any rights of any such Noteholder under this Agreement or any other Transaction Document. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented. 11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to (i) reflect any principal amount not evenly divisible by $100,000 or (ii) enable the registration of transfer by a holder of its entire holding of Notes; provided, however, that no such minimum denomination shall apply to Notes issued upon transfer by any holder of the Notes to Prudential or any of Prudential’s Affiliates or to any other entity or group of Affiliates with respect to which the Notes so issued or transferred shall be managed by a single entity. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder’s attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder’s unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration, or eliminate the right of any holder of any Note to accelerate such Note upon the occurrence of an Event of Default specified in clause (i) or (ii) of paragraph 7A with respect to such Note. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and The Company will not, directly or indirectly, solicit, request or obtain any proposed waiver or amendment of or consent in respect of any of the Notes, the term “this Agreement” and references thereto shall mean provisions of this Agreement as it may from time or the Notes unless each holder shall be informed thereof by the Company and shall be afforded an opportunity of considering the same information supplied by the Company to time be amended or supplemented.any other holder of Notes. The Company will not,

Consent to Amendments. This Agreement may be amended, and the Issuers Transaction Parties may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Transaction Parties shall obtain the written consent to such amendment, action or omission to act, of Company and the Required Holder(s) Holders except that, (1) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount Prepayment Premium payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. declaration and (2) without the written consent of each Holder directly and adversely affected thereby, no amendment to this Agreement shall amend Paragraph 11B. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph Paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Transaction Parties and the holder of any Note Holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such NoteHolder. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, amended and the Issuers Company --------------------- may take any action herein prohibited, or omit to perform any act herein required to be performed by it, or take action which by the express terms of this Agreement requires the consent of the Investors, only if the Issuers Company shall obtain have obtained the prior written consent to such amendment, action or omission to act, act after the Closing Date of the Required Holder(s) except that, without the written consent holders of a majority in interest of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of Series A Preferred Stock and a majority in interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declarationWarrants. Each holder of any Note Security at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C11B, whether or not such Note Security shall have been marked to indicate such consent, but any Notes Security issued thereafter may shall contain a reference or bear a notation referring to any such consent. The Company shall promptly send copies of any amendment, waiver or consent (and any request for any such amendment, waiver or consent) relating to this Agreement or the Securities to each holder of the Securities and shall consult with such holders in connection with each such amendment, consent and waiver. No course of dealing between the Issuers Company or any Subsidiary and the holder of any Note Security nor any delay in exercising any rights hereunder or under any Note Security shall operate as a waiver of any rights of any holder of such NoteSecurity. As used herein and in the NotesSecurities, the term “"this Agreement” " and references thereto shall mean this Agreement as it may may, from time to time time, be amended or supplemented. Any amendments to this Agreement shall also require the consent of the Company.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) ), except thatthat no such amendment or waiver shall change the maturity of any Note, or change the principal of any Note, or decrease the rate of interest or the amount of any premium payable with respect to any Note, or change the time of payment of interest or any premium payable with respect to any Note, or affect the time, amount or allocation of any required prepayments of the Notes, or reduce the proportion of the principal amount of the Notes required with respect to any consent, or change or affect any of the provisions of paragraph 5C or 6C(1), without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Partnership may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Partnership shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount Prepayment Premium payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Partnership, the REIT and the holder of any Note nor any delay in exercising any rights hereunder or under any Note or the REIT Guaranties shall operate as a waiver of any rights of any holder of such NoteNote or the REIT Guaranties. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. (i) This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, act of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstandingoutstanding and affected thereby, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount Premium payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration, or change the relative priority of the Notes in relation to any other Indebtedness of the Company. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph Section 11C, whether or not such Note shall have been marked to indicate such consent, consent but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplementedsupplemented and, without limiting the generality of the foregoing, shall include all Supplemental Note Purchase Agreements.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by itthem, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the stated maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11CParagraph 12C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Parent and Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Parent and the Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of any Note. Without limiting the generality of the foregoing, no negotiations or discussions in which any holder of any Note may engage regarding any possible amendments, consents or waivers with respect to this Agreement or any other Transaction Document shall constitute a waiver of any Default or Event of Default, any term of this Agreement or any other Transaction Documents or any rights of any such Noteholder under this Agreement or any other Transaction Document. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement and any of the other Loan Documents may be amended, and the Issuers Borrowers may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Borrowers shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) Banks except that, without the written consent of the Banks and any other holder or holders of all Notes the Bank Note at the time outstanding, no amendment to this Agreement shall change the maturity of any the Bank Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Bank Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes Bank Note required with respect to any consent, amendment, waiver or declaration. Each holder of any the Bank Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11CSection 12.15, whether or not such the Bank Note shall have been marked to indicate such consent, but any Notes Bank Note issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Borrowers and the any holder of any the Bank Note nor any delay in exercising any rights hereunder or under any the Note shall operate as a waiver of any rights of any holder of such the Bank Note. As used herein and in the NotesBank Note, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended amended, modified or supplemented.

Consent to Amendments. This Agreement and the Notes may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without (i) the written consent of Notes may not be amended nor may the holder or holders of all Notes at the time outstanding, no amendment provisions thereof waived to this Agreement shall change the maturity of any Notethereof, to change or affect the principal thereof, or to change or affect the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Notethe Notes, or (ii) change or affect the time, amount provisions of paragraph 7A or allocation of any prepayments, or change the proportion this paragraph 11C insofar as such provisions relate to proportions of the principal amount of the Notes, or the rights of any individual holder of Notes, required with respect to any declaration of Notes required to be due and payable or with respect to any consent, amendment, waiver waiver, without the written consent of the holder or declarationholders of all Notes at the time outstanding. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” "THIS AGREEMENT" and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement Guarantee may be amended, and the Issuers a Guarantor may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers such Guarantor shall obtain the written consent to such amendment, action or omission to act, act of the Required Holder(s) ), except that, without the written consent of all of the holder or holders of all Notes at the time outstandingHolders, (i) no amendment to or waiver of the provisions of this Agreement Guarantee shall change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation provisions of any prepayments, or change the proportion this paragraph 4B insofar as such provisions relate to proportions of the principal amount of the Notes Notes, or the rights of any individual Holder, required with respect to any consent, (ii) no Guarantor will be released from this Guarantee except as otherwise provided in paragraph 11T of the Note Agreement, and (iii) no amendment, consent or waiver with respect to paragraph 2A or declarationthe definition of "Guaranteed Obligations" (except to add additional obligations of the Guarantors) shall be effective. Each holder of any Note Holder at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C4B, whether or not the Note held by such Note Holder shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers any Guarantor and the holder of any Note Holder nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such NoteHolder. As used herein and in the Notesherein, the term “"this Agreement” Guarantee" and references thereto shall mean this Agreement Guarantee as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) of the Notes except that, (i) with the written consent of the holders of all Notes at the time outstanding (and not without such written consents), the Notes may be amended or the provisions thereof waived to change the maturity thereof, to change the principal thereof, or to change the rate or time of payment of interest on or any Credit Fees or Yield-Maintenance Amount payable with respect to the Notes, and (ii) without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to or waiver of the provisions of this Agreement shall change the maturity provisions of any Note, paragraph 7A or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect this paragraph 11C insofar as such provisions relate to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion proportions of the principal amount of the Notes Notes, or the rights of any individual holder of Notes, required with respect to any declaration of Notes to be due and payable or with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Note Purchase Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes Convertible Debentures at the time outstanding, no amendment to this Agreement shall change the maturity of any NoteConvertible Debenture, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepaymentsConvertible Debenture, or change the proportion of the principal amount of the Notes Convertible Debentures required with respect to any consent, amendment, waiver or declaration. Each holder of any Note Convertible Debenture at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11CSection 10.03, whether or not such Note shall have been marked to indicate such consent, but any Notes Convertible Debentures issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note Convertible Debenture nor any delay in exercising any rights hereunder or under any Note Convertible Debenture shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplementedConvertible Debenture.

Consent to Amendments. This Any provision of this Agreement may be amended, amended and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, act given by the holder or holders of in excess of 66 2/3% of the Required Holder(s) then outstanding principal amount of the Notes, except that, without the written consent of the holder or holders of all the Notes at the time outstandingoutstanding and affected thereby, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount premium payable with respect to to, any Note, or affect the time, amount or allocation of any prepayments, or change reduce the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time alter or thereafter outstanding shall be bound by any consent authorized by amend this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. Section 8.3 No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Notenote. For purposes of the foregoing, Notes which are "outstanding" do not include Notes owned by the Company or any of its Subsidiaries or any Affiliate thereof. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may may, from time to time time, be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, modification, waiver, action or omission to act, of the Required Holder(s) of the Notes of each Series except that, without the written consent of the holder or holders of all Notes of any Series at the time outstanding, no amendment or modification to this Agreement shall change the maturity of any NoteNote of such Series, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any NoteNote of such Series, or affect the time, amount or allocation of any prepaymentsprepayments of the Notes of such Series, or change the proportion of the principal amount of the Notes of such Series required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers any Transaction Party may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers such Transaction Party shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall (i) change the maturity of any Note, or change the principal of, or the rate, method of computation or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, in each case in any manner detrimental to, or disproportionate with respect to, any holder of a Note, or (ii) change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C12C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers any Transaction Party or any of its Subsidiaries and the holder of any Note nor any delay in exercising any rights hereunder or under any other Transaction Document Note shall operate as a waiver of any rights of any holder of any Note. Without limiting the generality of the foregoing, no negotiations or discussions in which any holder of any Note may engage regarding any possible amendments, consents or waivers with respect to this Agreement or any other Transaction Document shall constitute a waiver of any Default or Event of Default, any term of this Agreement or any other Transaction Documents or any rights of any such Noteholder under this Agreement or any other Transaction Document. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

Consent to Amendments. This Agreement may be amended, and the Issuers Company and IT may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company and IT shall obtain the prior written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the prior written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration, amend, modify or waive any provision of this paragraph 11C, reduce the percentage specified in the definition of Required Holders or consent to the assignment or transfer by the Company, IT or any of their respective Subsidiaries of their respective rights and obligations under this Agreement, the Notes, the Warrants, the Amended and Restated Registration Rights Agreement or the 1997 Security Documents. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and IT, on the one hand, and any holder of any Note Note, on the other hand, nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this This Agreement as it may from time to time be amended or supplemented.not be

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change change: (i) the maturity of any Note, or change , (ii) the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to on any Note, or affect , (iii) the time, amount or allocation of any prepayments, or change or (iv) the proportion of the principal amount of the Notes required with respect to for any consent, amendment, waiver or declaration. Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplementedsupplemented time to time.

Consent to Amendments. This Agreement may be amended, and the Issuers Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, if the Issuers Company shall obtain the written consent to such amendment, action or omission to act, of the Required Holder(s) except that, without the written consent of the holder or holders of all Notes at the time outstanding, no amendment to this Agreement shall change the maturity of any Note, or change the principal of, or the rate, method of computation rate or time of payment of interest on or any Yield-Maintenance Amount payable with respect to any Note, or affect the time, amount or allocation of any prepayments, or change the proportion of the principal amount of the Notes required with respect to any consent, amendment, waiver or declaration. Notwithstanding the foregoing, no amendment may be made to paragraph 12 (or this sentence) without the consent of the Agent and the Required Banks (as defined in the Bank Credit Agreement). Each holder of any Note at the time or thereafter outstanding shall be bound by any consent authorized by this paragraph 11C14C, whether or not such Note shall have been marked to indicate such consent, but any Notes issued thereafter may bear a notation referring to any such consent. No course of dealing between the Issuers Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note U.S. AGGREGATES, INC. 52 AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT shall operate as a waiver of any rights of any holder of such Note. As used herein and in the Notes, the term “"this Agreement” " and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.